Master Services Agreement

Effective Date: April 13, 2026
Company: 17013639 Canada Inc. (Phonetico)

1. Scope of Services

Phonetico provides hosted telecommunications services including but not limited to VoIP services, SIP trunking, phone number provisioning, messaging services, PBX functionality, and related features (“Services”).

Services are provided on a commercially reasonable, best-effort basis and may be modified, improved, or discontinued at Phonetico’s discretion where required for technical, operational, legal, or third-party carrier reasons.

2. Service Dependencies

Customer acknowledges that Services depend on third-party providers including internet service providers, telecom carriers, and infrastructure partners.

Phonetico is not responsible for:

  • internet outages or degradation

  • carrier failures or routing issues

  • DNS, firewall, or local network misconfiguration

  • equipment or software not provided by Phonetico

3. Permitted Use & Acceptable Use

Services must be used in compliance with all applicable laws.

Customer agrees not to use the Services for:

  • spam calling, robocalling, or unlawful mass messaging

  • fraudulent, abusive, or deceptive telecommunications activity

  • bypassing carrier regulations or call termination rules

  • any activity that could damage network integrity or reputation

Phonetico reserves the right to suspend Services immediately upon suspected misuse.

4. Term & Termination

Services are provided on a month-to-month basis unless otherwise agreed in writing.

Either party may terminate Services with written notice effective at the end of the current billing cycle.

Phonetico may immediately suspend or terminate Services without notice in cases of:

  • non-payment

  • suspected fraud or abuse

  • violation of this Agreement

  • legal or regulatory requirement

  • risk to network integrity or other customers

5. Fees, Billing & Payment Terms

Customer agrees to pay all applicable fees as invoiced.

Unless otherwise stated:

  • invoices are payable Net 15 days

  • late payments may incur interest at 1.5% per month (18% annually)

  • services may be suspended after 7 days of non-payment

Customer is responsible for all applicable taxes (GST/HST/QST).

6. Customer Responsibilities

Customer is responsible for:

  • maintaining accurate account and billing information

  • securing login credentials and system access

  • lawful use of Services

  • maintaining internal devices, internet, routers, and firewall configurations

  • ensuring backups or alternative communication methods where required

7. Customer Equipment & Network

Customer is solely responsible for internet connectivity and local network performance.

Phonetico is not liable for service disruptions caused by:

  • customer hardware failure

  • ISP outages

  • bandwidth limitations

  • misconfigured PBX, routers, or firewall rules

8. Service Availability

Services are provided on a commercially reasonable, best-effort basis.

Phonetico targets 99.9% service uptime on a monthly basis, which corresponds to approximately 8.5 hours of total downtime per year, excluding third-party carrier failures, internet service provider outages, customer equipment issues, and force majeure events.

Phonetico does not guarantee uninterrupted or error-free service.

Interruptions may occur due to:

  • scheduled or emergency maintenance
  • carrier issues
  • internet outages
  • force majeure events
  • third-party failures
  • customer network or equipment issues

Service credits, if any, may be issued at Phonetico’s sole discretion unless otherwise agreed in writing.

9. Emergency Services (911 Notice)

9.1. By using Phonetico's resale of Fibernetics NEWT Business Phone Services, the Customer acknowledges and agrees to all of the information below regarding the limitations of using the Services for dialing 9-1-1.

9.2. The Customer acknowledges and understands that Phonetico, as a reseller of Fibernetics NEWT Business Phone Services, offers E911 type service. With the E911 service, Customer or any of its users placing a 9-1-1 call from their NEWT Business Phone Service provided by Phonetico will be routed to an emergency operator (an "Operator") and will have to verify their specific address/location. Once this information has been successfully verified to the Operator, the Operator will route the call to the appropriate Public Safety Answering Point (PSAP) corresponding to the verified address/location. In order to have 9-1-1 calling routed correctly, the Customer must ensure that its service address is correct and up to date by updating the E911 configuration in their NEWT Business Phone PBX(s), including any remote location distinct E911 addresses. Further, for 9-1-1 service, the phone number and address designated by the Customer will be the location information passed on the local PSAP or local emergency dispatcher. Therefore, it is critical that Customer, at time of activation and following any moves or location changes, maintain their E911 addresses in their NEWT Business Phone PBX(s), and provide correct and up to date address and contact information to Phonetico, who will in turn provide such information to Fibernetics.

9.3. 9-1-1 calls originating from an address or location outside of Canada cannot be routed to any PSAP or emergency service by the Operator.

9.4. Should there be a service outage with the Services including (but not limited to) power outage, network service outage, or suspension or disconnection of the Services, it may prevent 9-1-1 dialing from working. For technical reasons associated with the possibility of network congestion, with the Services there is a possibility that a 9-1-1 call will produce a busy signal or will take longer to answer, as compared to traditional 9-1-1 calls.

9.5. For further clarification, when using the Services, the PSAP or local emergency service dispatcher receiving the Customer’s 9-1-1 call may not be able to capture and/or retain automatic number or location information. This means that the dispatcher may not know the phone number or physical location of the person who is making the 9-1-1 call. Therefore, users of NEWT Business Phone Services provided by Phonetico dialing 9-1-1 must immediately inform the dispatcher of their location (or the location of the emergency, if different). The user must ensure not to disconnect the line, as the dispatcher may not have a phone number to use for call back. If the user is unable to speak and describe the location, the emergency dispatcher may not be able to obtain the location information. If 9-1-1 is dialed and the receiver is then hung up, the call will be disconnected.

9.6. The Customer acknowledges the nature and limitations of the 9-1-1 service, and the Customer agrees that it must inform all users and potential users of the NEWT Business Phone Services provided by Phonetico of these limitations of the Services in connection with 9-1-1 calls at the locations as configured in the PBX.

9.7. THE CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT NEITHER PHONETICO NOR FIBERNETICS WILL BE LIABLE FOR ANY SERVICE OUTAGE AND/OR INABILITY TO DIAL 9-1-1 USING THE NEWT BUSINESS PHONE SERVICES OR FOR ANY INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL DUE TO THE 9-1-1 DIALING CHARACTERISTICS AND LIMITATIONS LISTED HEREIN. THE CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PHONETICO, FIBERNETICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUCCESSORS, AFFILIATES, AGENTS AND ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICES TO THE CUSTOMER IN CONNECTION WITH THE SERVICES, FROM ANY AND ALL INJURY, DEATH OR DAMAGE TO PERSONS OR PROPERTY, CLAIMS, LOSSES, FINES, PENALTY AND COSTS (INCLUDING SOLICITOR’S FEES) BY, OR ON BEHALF OF, THE CUSTOMER OR ANY THIRD PARTY OR USER OF THE PBX SERVICES RELATING IN ANY WAY TO THE FAILURE OR OUTAGE OF THE SERVICES RELATED TO 9-1-1 DIALING.

10. Number Porting

Customer authorizes Phonetico to request number porting on its behalf.

Porting timelines are controlled by third-party carriers and may be delayed or rejected.

Phonetico is not responsible for delays, failures, or carrier rejections caused by incorrect or incomplete information.

11. Suspension of Services

Phonetico may suspend Services immediately for:

  • overdue payments

  • suspected fraud or abuse

  • network protection

  • legal or regulatory compliance

12. No Critical Use

Services are not intended for life-safety, emergency-only, or mission-critical systems.

Customer agrees to maintain backup communication methods where required.

13. Warranty Disclaimer

Services are provided “as is” and “as available.”

Phonetico disclaims all warranties including:

  • merchantability

  • fitness for a particular purpose

  • uninterrupted service availability

14. Limitation of Liability

To the maximum extent permitted by law:

Phonetico shall not be liable for any indirect, incidental, consequential, or special damages including:

  • loss of revenue

  • loss of business

  • loss of data

  • missed communications

  • service downtime

Total liability shall not exceed the amount paid by Customer in the three (3) months preceding the claim.

15. Indemnification

Customer agrees to indemnify and hold harmless Phonetico from any claims, damages, losses, or expenses arising from:

  • misuse of Services

  • violation of laws or regulations

  • improper use of telecommunications services

  • third-party claims related to Customer activity

16. Force Majeure

Phonetico is not liable for failure or delay caused by events beyond reasonable control including:

  • natural disasters

  • power or internet outages

  • carrier failures

  • government actions

  • infrastructure disruptions

17. Confidentiality

Both parties agree to maintain confidentiality of non-public information shared during the course of Services.

18. Data & Account Ownership

Customer retains ownership of its account data and phone numbers where applicable, subject to carrier and regulatory constraints.

Phonetico may retain necessary operational records for legal, billing, or compliance purposes.

19. Refunds & Credits

All fees are non-refundable unless otherwise agreed in writing.

Service credits may be issued at Phonetico’s sole discretion in cases of verified service disruption.

20. Governing Law

This Agreement is governed by the laws of the Province of Quebec and applicable laws of Canada.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes prior agreements or communications.

22. Acceptance of Terms

Customer agrees to this Agreement by:

  • signing up for Services

  • placing an order

  • using the Services

  • continuing use after being notified of these terms

23. Consumer Acknowledgement

Customer acknowledges Services are primarily intended for business use. Where used personally, Services remain subject to all limitations of this Agreement.

Nothing in this Agreement limits rights that cannot be excluded under applicable consumer protection laws.