Terms of Service

General

For the purposes of these Terms and Conditions:

  • “Agreement” means the Client Services Agreement and these Terms, as well as any Schedules, order forms, quotations and all documents supplementing, amending or confirming the Agreement and includes RingOffice’s Acceptable Usage Policy (“AUP”) which can be viewed by requesting a copy by email.
  • “Equipment” means any equipment, facilities and products, including but not limited to modems, routers and handsets, RingOffice provides to Client in order for the Client to Use the Service.
  • “Fees” means the rates and charges set out in the Service Applicable as well as any additional usage charges, surcharges, pricing and features applicable to any specific Service.
  • “Parties” means Client and RingOffice and “Party” means either one.
  • “Service” or “Services” means the telecommunications services RingOffice provides to Client.
  • “Schedule” means all additional schedules that are attached to this Agreement and any additional schedules executed from time to time by the Parties.
  • “User” includes any person (including but not limited to Client), firm, corporation or other entity that utilizes the Services or otherwise through Client’s authorization or other means utilizes the Services. Derivative terms such as “Usage” and Use” will have corresponding meanings.

THESE TERMS AND CONDITIONS MAY BE CHANGED AND UPDATED FROM TIME TO TIME BY RINGOFFICE. RINGOFFICE MAY POST UPDATED TERMS AND CONDITIONS ON ITS WEBSITE AND MAY ADDITIONALLY PROVIDE CLIENT NOTICE OF ANY CHANGES BY LETTER OR IN CLIENT’S MONTHLY BILL. CLIENT’S CONTINUED USE OF THE RELEVANT SERVICES THEREAFTER WILL BE DEEMED ACCEPTANCE BY CLIENT OF SUCH CHANGES.

Use of Services

  • RingOffice agrees to provide the Client with the services specified in the Client Services Agreement.
  • Client is liable for any and all Use of the Services by any User, and Client shall remain solely responsible for all use of service ordered or billed to Client’s telephone number(s), for determining who is authorized to use Client’s service, and for promptly notifying RingOffice of any unauthorized use. Client agrees to indemnify RingOffice against any and all fees, charges, damages, liability, costs and expenses (including reasonable legal fees, as applicable) associated with such Use.
  • RingOffice provides the Services to you as an independent contractor. In subscribing for the Services, Client obtains no proprietary right or interest in, any particular facility, service, Equipment, telephone number or code associated with the Services, and RingOffice makes no representation or warranty that the Services are compatible with any particular facilities, equipment or other infrastructure.

Term and Termination/Suspension

  • The Term of this Agreement will commence on the date that the Service is activated for an initial term as specified on the first page of the Client Services Agreement. The Agreement thereafter automatically renews for successive terms of equal length, unless Client or RingOffice gives advance written notice to the other at least 30 days before the end of the then current term (or as specified on CSA form).
  • RingOffice may suspend or terminate Service, without any liability to Client whatsoever, if Client (or other User, as may be applicable): fails to pay Client’s account that is past due; fails to meet RingOffice’s credit requirements; becomes bankrupt or otherwise insolvent; is reasonably suspected by RingOffice of Using the Services in a fraudulent or illegal manner; fails to comply with RingOffice’s reasonable Usage policies instituted from time to time, including the AUP; otherwise interferes with RingOffice’s facilities, equipment, network or connections; or otherwise is in material breach of this Agreement.
  • Prior to suspension or termination, RingOffice will make reasonable efforts to provide Client with advance notice, stating the reason for the proposed suspension or termination, the amount owing (if any) and any notice period, determined in RingOffice’s reasonable discretion, during which Client will have the opportunity to rectify the reason for proposed suspension or termination.
  • If Client terminates this Agreement during the initial term as set out in the Service Agreement, other than in accordance with the terms of this Agreement, Client shall pay RingOffice as liquidated damages, and not as a penalty, an amount which is equal to: (a) fifty percent of the average monthly usage (where applicable), based on the previous six month’s usage; plus (b) one hundred percent of the monthly recurring charge for each of the Services, multiplied by the number of months remaining in the then current term, including without limitation, installation charges, removal costs and rental costs, and Client will forfeit a refund of any prepayment or deposit made for the Services.
  • In the event of a suspension or termination of the Service, all features and services, including emergency 9-1-1 service, will also be suspended or terminated. A suspension or termination will not affect Client’s obligation to pay any amounts owed to RingOffice either during or after the suspension or termination, including the full month’s charges for the month where Client’s Service is suspended or terminated.
  • If the Service is suspended or terminated, a reconnection service charge may be applied for reconnecting the Service. Following a suspension or termination of Service, RingOffice cannot guarantee the availability or resumption of any previous numbers, codes or other identifiers that may have been applicable to Client.

Rates and Charges

  • Client shall pay the rates and charges for all Services as set out in this Agreement, including applicable usage fees, fixed monthly charges, installation, upgrade and support fees, and any other charges incurred in using the Services.
  • In addition to rates and charges, Client shall pay all applicable provincial and federal taxes, interest on prior overdue amounts and any administrative surcharges for returned cheques as specified on RingOffice’s invoice.
  • RingOffice reserves the right to changes rate for any and all Services upon thirty days advance notice.

OTHER APPLICABLE FEES RELATING TO CERTAIN SERVICES:

  • Please contact RingOffice Customer Service as provided in these Terms and Conditions for updated rates, fees, surcharges, pricing and features applicable to any specific Service, including those described below.

LOCAL AND LONG DISTANCE SERVICES

  • Additional per call charges will apply for calls using the toll free (as opposed to local access dial) phone numbers.
  • Additional per minute surcharges may apply for all RingOffice long distance voice services in respect of calls terminating on mobile phones or special country code terminations in certain countries.
  • Applicable cellular service charges will continue to be invoiced by your cellular service provider.
  • All of RingOffice’s rates, fees, pricing and features are subject to change without notice. If Client would like confirmation of such terms before using a service, please contact RingOffice Customer Service using the contact information described in these Terms and Conditions. RingOffice seeks to provide twenty-four hour turnaround on e-mail inquiries.

Billing and Payments

  • RingOffice will invoice Client monthly. Fixed charges will be billed monthly in advance and other charges will be billed in the current month.
  • Invoiced amounts are due 30 days from the date of invoice, without any right of deduction or setoff. RingOffice will charge Client interest on any outstanding balances at a rate of 1.5 % per month or the maximum allowable by law, whichever is less.
  • Client may apply for and pay invoices by pre-authorized payment (PAP). By so doing, Client authorizes RingOffice to deduct all invoiced amounts from the account Client’s designates as its financial institution or applicable credit card account.
  • Client shall bring all invoice disputes to RingOffice’s attention in writing within twenty days of the invoice date, otherwise Client will be deemed to have accepted the contents of the invoice and will have no further right to challenge the invoiced amounts.
  • Within 5 days of a billing dispute notice, Client shall provide detail documentation supporting the alleged dispute. Failure to do so shall render the dispute invalid, and Client shall pay the disputed amount in full according to the payment terms set out herein.

Credit

  • As a precondition to providing Services or the continued provision of Services, Client consent and agrees:
    • RingOffice may check Client’s credit rating from time to time, including in advance of initiating Service. Client consents to the receipt and provision of account information from and to credit grantors and credit bureaus, as well as collection agencies if and as required.
    • RingOffice may require Client provide a security deposit and/or special payment terms and/or prepayment for Services as RingOffice may reasonably determine.

Equipment

  • Where required, RingOffice will provide and install Equipment to provide Client with Services. Unless Client purchases the Equipment, title and ownership to Equipment will at all times remain with RingOffice and Client will have no right, title or interest in or to the Equipment except to use the Services.
  • In the event you purchase the Equipment from RingOffice, RingOffice will pass through to the Client any manufacturer’s warranty associated with the Equipment and Client agrees to rely solely on the warranties provided by such third party suppliers.
  • The Equipment will be considered in good working condition, unless Client provides notice to RingOffice to the contrary within five days of receiving the Equipment.
  • Client shall:
    • not re-arrange, disconnect, remove, reconfigure or remove any Equipment, including passwords, except as specified by RingOffice;
    • upon de-activation or termination of Services, return Equipment immediately to RingOffice in good working conditions. Charges for Equipment will continue until the Equipment is returned and failure to do so within the time specified by RingOffice may result in RingOffice repossessing the Equipment, at Client’s expense, or Client paying RingOffice the replacement cost of such Equipment; and
    • pay the replacement value of the Equipment, as well as any applicable shipping and handling fees, if the Equipment is damaged, lost or stolen while in Client’s care, or returned to RingOffice in an unusable condition.

Provision of Service

  • Client shall provide RingOffice (and its agents) access to its premises at RingOffice’s reasonable request:
    • to make necessary installations, service, inspections, maintenance, tests as necessary for the provision of Services; and
    • in order for RingOffice to repossess or remove Equipment it has provided to Client.
  • Client agrees that RingOffice may conduct a preliminary check to determine if a Service is available in Client’s area.
  • RingOffice will provide Service only where commercially reasonable. RingOffice may refuse to provide Service where commercially unreasonable including, but not limited to, where:
    • RingOffice would have to incur unusual expenses which Client will not pay; for example, special construction;
    • Client owes amounts to RingOffice that are past due other than as a guarantor;
    • RingOffice reasonably suspects that Client will use in the Service in an illegal or fraudulent manner; and
    • Client does not provide credit information satisfactory to RingOffice or a reasonable deposit, as requested by RingOffice from time to time and as determined, at least in part, by Client’s Usage patterns and quantity.

Service Interruption and Maintenance

  • RingOffice Service is provided on a best efforts basis, as things beyond RingOffice’s control may affect the Service, such as power outages, fluctuations in the Internet, and Client’s underlying broadband service.
  • RingOffice does not guarantee uninterrupted operation of Service, or of its equipment, facilities, connections or network, or that there will not be delays, errors, defects or failures associated with the Services.
  • RingOffice may interrupt Client’s Service at any time, without any notice or liability, in order to install, repair, replace or to perform necessary maintenance on the Equipment or for other technical reasons as may be required. RingOffice will act in good faith to minimize disruptions to Client use of the Service.

Service Limitations

  • The Equipment and the Service:
    • INCLUDING 9-1-1 SERVICE, will not work during a power outage, broadband service outage, interruption or slow-down, or other service interruption or problem with the relevant computer apparatus. Client may be required to reset or reconfigure the Equipment, as the case may be, prior to utilizing the Service following a power outage, broadband service outage or other service interruption or rectification of the computer apparatus problem.
    • Does not support 900/976 calling, and therefore Client will not be able to make 900 calls using the Service.
    • Does not support collect calling.
    • Does not come with a telephone directory.
    • Only works on a high-speed Internet connection and service quality may vary depending on the quality, upload speed and service level of the high-speed Internet connection and other factors/third party services providers extraneous to RingOffice.

Emergency/9-1-1 Limitations

  • Client acknowledges that RingOffice utilizes voice over Internet protocol (“VoIP”) for the delivery of local voice services. This is an importance difference from traditional wireline local services and affects the quality and nature of 9-1-1 services available. As a result, the VoIP 9-1-1 services provided by RingOffice have certain limitations compared to Enhanced 9-1-1 services (“E 9-1-1”) available for most wireline local services. These differences include, but are not limited to:
    • a bilingual call centre agent will answer the 9-1-1 emergency call, request the caller’s location and the emergency service required and route the call to the 9-1-1 public service answering point (“PSAP”) serving the location provided by the caller;
    • unlike tradition E 9-1-1 service, the caller’s location information and phone number may not be automatically delivered to the VoIP 9-1-1 call centre and call control features that provide the PSAP agent with control over the line on which the 9-1-1 emergency call is made;
    • the caller’s location and telephone number may not be automatically transmitted with the 9-1-1 emergency call. The caller must be able to verbally communicate his/her location to the call centre agent.
    • if the caller is unable to speak, the 9-1-1 operator may assume that the caller is at the last registered address for the local voice service. Customers need to keep their location information current with RingOffice.
    • VoIP 9-1-1 emergency calls made from locations outside of Canada cannot be completed by the call centre agent. The caller will be told to use an alternate service to VoIP 9-1-1.
    • Traditional wireline 9-1-1 are not available in all locations within Canada. VoIP 9-1-1 services within Canada are subject to the availability of traditional wireline 9-1-1 service at the caller’s physical location. If 9-1-1 is not available from User’s location, User should contact emergency services such as fire, police or ambulance directly.
    • VoIP 9-1- service will not function if the Equipment is not configured properly or if Client’s Service is not functioning for any reason.
    • VoIP 9-1-1 service will not be available during a power outage and will be unavailable during a broadband Internet outage.
    • VoIP 9-1-1 services will not be available if Service is suspended or terminated.
    • VoIP 9-1-1 calls from RingOffice’s local voice service will take longer to be connected to the emergency authority than those made from a traditional wireline phone.
    • Client understands the 9-1-1 limitations of RingOffice’s local voice services and Client acknowledges that it is their obligations to make all other Users, or potential Users, of the Service aware of these limitations.
    • At the time of Service Activation, Client agrees to provide RingOffice with accurate address information for 911 purposes for each of its phone numbers that may dial 911 (ANI / Caller ID). If Client moves users of a phone number to a different physical location, it must update the 911 address with RingOffice for the affected number. If a 911 call is placed through RingOffice from an unregistered ANI (CallerID) or from a registered number with no address or incorrect address, the Client may be charged a Rogue 911 fee of upto $250. Failure to register a phone number for 911 or failure to provide an accurate address may also result in Emergency Response being dispatched to the wrong address.
  • Callers to VoIP 9-1-1 should:
    • be prepared to provide their physical location, call back number and the nature of the emergency; and
    • not hang-up unless told to by the 9-1-1 call centre agent. If a caller is disconnected they should redial 9-1-1.
  • If the Client does not understand or does not agree with the limitation of VoIP 9-1-1 services, then Client should consider alternative arrangements to provide access to traditional 9-1-1 or E 9-1-1 services. 9-1-1 services are mandatory on local voice services. RingOffice’s 9-1-1 service will be provisioned on all applicable Services. Any alternate arrangement will be in addition to RingOffice’s applicable Service.
  • The Client understands that it is their obligation to ensure that all Users are aware of the limitations of VoIP 9-1-1 services. The Client understands the limitation of VoIP 9-1-1 services and assumes all liability and responsibility for the provision of emergency services and agrees to hold RingOffice, its officers, directors, employees and agents harmless for any injury, death or damage whether direct or indirect that may result from : (1) the VoIP 9-1-1 service provided by RingOffice (including but not limited to situations of unavailability of 9-1-1 as described in these terms and conditions and incomplete or incorrect address information provided by the Client); (2) Client’s failure to obtain access to conventional 9-1-1 service as part of a telephone line subscription from another telephone company under separate agreement; or (3) Client’s failure or delay in utilizing conventional 9-1-1 service.

Telephone Numbers and Portability

  • Telephone numbers and numbers or addresses for other Services are a limited public resource. Client does not own the number(s) assigned to it and RingOffice reserves the right to change the number(s) assigned to Client. RingOffice will take all reasonable measures to prevent such occurrences.
  • At Client’s request, RingOffice will facilitate the transfer of Client’s existing telephone numbers to the Services. RingOffice will not be responsible for any termination fees imposed by any other service provider as a result of Client transferring telephone numbers to RingOffice. RingOffice cannot guarantee or warrant the date on which Client will be able to switch the telephone number, nor can it guarantee or warrant that Client will be able to transfer its telephone number to the Services. RingOffice may provide Client with a temporary telephone number.

Confidentiality

  • In addition to the provisions of any confidentiality agreement between the Parties, each Party shall hold all confidential information of the other Party, including the terms of this Agreement, in confidence and shall not disclose such information to any third party without the prior written consent of the other Party, unless required by law. In addition to any other remedies a Party may have, if a Party breaches these confidentiality obligations, then the Parties agree that any further or continuing disclosure will cause irreparable harm to the other Party and that Party will be entitled (and the disclosing Party agrees not to defend and consent to) an injunction barring any further disclosure of such confidential information, in addition to monetary damages for such breach.
  • Notwithstanding the above, Client authorizes RingOffice to disclose information including, but not limited to, name, address and telephone numbers in the following circumstances:
    • another telecommunications company as is required so that RingOffice may provide the Services to the Client;
    • a company involved in providing communications directory and related services;
    • RingOffice’s agents and affiliates;
    • emergency services in an emergency situation;
    • a credit collections agency;
    • a person who, in the reasonable estimation of RingOffice, is an agent of the Client; and
    • any other third party, upon receiving the consent of the Client or as is required by law.
  • Client shall treat all access codes and passwords (where applicable) as confidential. If Client discovers such codes or passwords are stolen, lost or used in an unauthorized manner, Client shall immediately notify RingOffice by calling 905-907-1022.

Warranty Disclaimer and Limitation of Liability

  • EXCEPT AS SPECIFICALLY PROVIDED, RINGOFFICE MAKES NO WARRANTIES OF ANY KIND IN CONNECTION WITH ITS NETWORK, CONNECTIONS, EQUIPMENT, FACILITIES OR SERVICE, AS CONTEMPLATED HEREIN, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ALL SUCH REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED.
  • RINGOFFICE WILL NOT BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, RELIANCE OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORESEEABILITY THEREOF, ARISING OUT OF THE PROVISION OF SERVICE OR IN ANY WAY ARISING OUT OF THIS AGREEMENT AND ANY RELATED AGREEMENTS. CLIENT’S EXCLUSIVE REMEDY AND RINGOFFICE’S LIABILITY, IF ANY, FOR DAMAGES FOR ANY CAUSE WHATSOEVER, WILL BE NO MORE THAN THE RECURRING CHARGES PAID BY CLIENT FOR THE AFFECTED SERVICE FOR THE ONE MONTH PRECEDING THE EVENT ALLEGED TO HAVE CAUSED THE DAMAGES.
  • CLIENT MUST INSTITUTE ANY LEGAL ACTION ARISING IN CONNECTION WITH THIS AGREEMENT WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ARISES.
  • FOR THE PURPOSE OF THIS SECTION, “RINGOFFICE” INCLUDES ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES.
  • IN ADDITION TO ANY OTHER INDEMNITIES CONTAINED IN THIS AGREEMENT, CLIENT SHALL INDEMNIFY AND DEFEND RINGOFFICE, ITS AFFILIATES, AND EACH OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS AND SUPPLIERS FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE LEGAL FEES, RESULTING FROM ANY ACTION, INACTION OR BREACH OF THIS AGREEMENT BY CLIENT OR OTHER USERS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

RingOffice Intellectual Property

  • RingOffice or its affiliates or licensors, as the case may be, are the exclusive owners of all names, trade-marks, trade names, service marks and any copyright material relating to the Services (“Intellectual Property”). Nothing in these Terms and Conditions contemplates or creates permission of use of Intellectual Property for any marketing or advertisement by Client or a transfer of license of Intellectual Property from RingOffice to Client.

Miscellaneous

  • Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the provision of Services, and supersedes and replaces all prior agreements and representations whether written or oral with respect to the provision of Services.
  • Amendment: Agreement can only be amended by a signatory authorized by RingOffice and not by any RingOffice sales representatives, agents or employees.
  • Jurisdiction: This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.
  • Notices: Any notice or other communication required or permitted by this Agreement will be in writing and be provided by personal delivery, email, or by facsimile to Client or RingOffice at the last address or facsimile number provided in writing by each Party. Notices delivered in person will be effective on the date of such delivery and notices delivered by facsimile or email will be effective on the date of transmission provided printed proof of transmission is obtained.
  • Force Majeure: RingOffice will not be liable for any failure nor delay in performance to the extent caused by factors beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties.
  • Assignment: Client cannot assign this Agreement in whole or in part without RingOffice’s prior written consent. This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.
  • Publicity: RingOffice may list Client’s name on RingOffice’s marketing materials and website as a customer of RingOffice.
  • Severability and Waiver: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the other provisions which will remain valid and enforceable. The terms of this Agreement may only be waived in writing and signed by both Parties. No failure by either Party to insist upon the other Party’s performance of any obligations hereunder will constitute waiver unless in writing.
  • Language: This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la présente entente soit rédigée en anglais.