Section 1.0: Definitions
1.1 For the purpose of this Agreement, the following terms shall have the following meanings:
“ENTEGRUS’s Equipment” means the equipment installed by ENTEGRUS that is used to access ENTEGRUS’s network or otherwise to provide the Service, including routers, switches, converters and optical fibre cables. “Installation Fee” means the non-refundable installation fee specified in Part G above, plus applicable taxes, that the Customer must pay for installation of ENTEGRUS’s Equipment and the connection of the Service.
“Monthly Charge” means the monthly charge specified in Part G above, plus applicable taxes, that the Customer must pay for the Service being provided hereunder.
“Representatives” means a party’s directors, officers, employees, contractors, agents and representatives. “Service” means the Internet transit service or Transparent LAN Service (TLS) to be provided hereunder by ENTEGRUS.
Section 2.0: Term and Scope of Agreement
2.1 This Agreement shall be effective as of the date that ENTEGRUS actually commences to provide the Service and shall continue in full force and effect following such date until the termination or expiry of the initial term specified in Part E above, provided that this Agreement will automatically renew for additional, consecutive one year renewal terms on the expiry of the initial term or then current renewal term, unless either party provides written notice to the other that it does not wish to renew at least 90 days prior to the end of the initial term or then current renewal term.
2.2 ENTEGRUS agrees to provide the Service to the Customer and the Customer agrees to receive and pay ENTEGRUS for the Service during the term of this Agreement in accordance with the provisions hereof. ENTEGRUS will provide access to the Service at each location listed in Part F above (the “Customer Site(s)”) via single mode optical fibre, with ENTEGRUS’s Equipment connected at an access point in or on the Customer’s premises which is acceptable to ENTEGRUS
Section 3.0: Customer Obligations
3.1 The Customer shall provide, free of charge or rent, a convenient and safe place satisfactory to ENTEGRUS for the installation, operation, maintenance, repair, disconnection and removal of ENTEGRUS’s Equipment in, on or about the Customer Site(s). The Customer shall be responsible for any loss of or damage to ENTEGRUS’s Equipment located on the Customer Site(s), except where caused by the negligence or willful misconduct of ENTEGRUS.
Section 4.0: Access To and Use of Service
4.1 The Customer and its Representatives shall comply with this Agreement, all applicable laws and ENTEGRUS’s written or electronic instructions for use of the Service. The Customer shall ensure that all access to and use of the Service by such persons, or by any other person using the Customer’s equipment, hardware and/or software, does not disrupt or interfere with (i) ENTEGRUS’s network, (ii) any services provided using ENTEGRUS’s network, or (iii) any other network linked to ENTEGRUS’s network, nor directly or indirectly restrict, inhibit or otherwise interfere with the ability of any other person to access or use ENTEGRUS’s network or any other network linked to ENTEGRUS’s network.
4.2 The Customer shall not re-arrange, disconnect, remove or otherwise tamper with ENTEGRUS’s Equipment or use the Service to resell telecommunications services or to engage in telemarketing, without ENTEGRUS’s prior written consent.
4.3 The Customer and its Representatives shall comply with ENTEGRUS’s Acceptable Use Policy attached hereto as Schedule “B”, as it may be revised by ENTEGRUS from time to time, with respect to the use of the Internet.
4.4 If the use of the Service or ENTEGRUS’s Equipment or network by the Customer or any of its Representatives or any other person using the Customer’s equipment, hardware and/or software does not comply fully with the provisions of this Section 4.0, then ENTEGRUS may, in addition to all other rights and remedies under this Agreement or at law, suspend the provision of the Service upon 2 days prior notice (or such shorter period as may be necessary in the opinion of ENTEGRUS) and/or require the Customer to remove any content (including, without limitation, any virus, lock, key, bomb, worm, trojan horse or other harmful or debilitating feature) from the Service and/or from the Customer’s equipment, hardware and/or software. Suspension of the Service in such circumstances shall not constitute a default on the part of ENTEGRUS nor termination of this Agreement. The Customer shall remain liable to pay the Monthly Charge to ENTEGRUS during such time as the Service is suspended.
Section 5.0: Fees
5.1 The Customer shall pay ENTEGRUS the Installation Fee within 30 days after receipt of an invoice therefor from ENTEGRUS.
5.2 ENTEGRUS shall invoice the Customer the Monthly Charge one month in advance. Invoices are due and payable 30 days after the date of the invoice. The Monthly Charge shall be pro-rated for any month when the Service is provided for only part of that month.
5.3 In addition to any other remedy provided hereunder, if the Customer fails to pay the Installation Fee or the Monthly Charge when due, the Customer shall also pay ENTEGRUS interest calculated monthly from and after the due date at Bank of Nova Scotia prime rate plus 3 per cent.
Section 6.0: Service and System Maintenance
6.1 ENTEGRUS will use commercially reasonable efforts to provide the Service substantially in conformity with the description of the Service contained in this Agreement.
6.2 ENTEGRUS may interrupt the Service to perform routine system maintenance. ENTEGRUS will use commercially reasonable efforts to give the Customer 3 business days prior notice of the performance of such maintenance and will to the extent practicable schedule such maintenance during non-peak hours (midnight to 6:00 a.m.). In no event will interruption for system maintenance constitute a failure of performance by ENTEGRUS.
Section 7.0: Force Majeure
7.1 ENTEGRUS shall not be considered to be in default in the performance of its obligations under this Agreement due to any cause beyond its reasonable control, which shall be deemed to include, without limitation: fire, flood, strike or other labour difficulty, act of God, act of any governmental authority or of the Customer, energy shortage, the failure of any telecommunication system of a third party provider upon which ENTEGRUS is reliant to provide the Service to the Customer, damage to ENTEGRUS’s Equipment caused by any person for whom ENTEGRUS is not legally responsible, unavailability of materials or equipment or inability to obtain or retain any rights from any third party necessary to be able to provide or receive the Service (collectively and separately, “Force Majeure”).
Section 8.0: Termination
8.1 ENTEGRUS may, in its sole discretion, suspend the Service or terminate this Agreement in the event the Customer fails to pay the Installation Fee or any Monthly Charge when due or otherwise breaches its obligations under this Agreement, and such default continues for a period of 10 days after written notice to the Customer. The Customer may, in its sole discretion, terminate this Agreement in the event ENTEGRUS breaches its obligations under this Agreement, and such default continues for a period of 10 days after written notice to ENTEGRUS.
8.2 In addition, the Customer may terminate this Agreement at any time upon 30 days prior written notice to ENTEGRUS, provided that in the case of a termination pursuant to this Section 8.2, the Customer shall continue to be liable to pay to ENTEGRUS 50% of the full Monthly Charge for the balance of the then remaining term of this Agreement (including any then applicable renewal term) immediately prior to the effective date of such termination (as if this Agreement had not been terminated pursuant to this provision).
8.3 Termination of this Agreement will not relieve the Customer of any liability accrued under this Agreement prior to termination. Upon termination of this Agreement, the Customer shall allow ENTEGRUS to remove ENTEGRUS’s Equipment from the Customer Site(s).
8.4 The customer may, at their discretion, cancel this Agreement within 30 days of activation of the service. The customer will be liable for all installation costs, payable to ENTEGRUS immediately upon termination.
8.5 ENTEGRUS may, in its sole discretion, suspend the service or terminate the agreement upon 60 days notice to the Customer, without liability.
Section 9.0: Limitation of Liability
9.1 ENTEGRUS SHALL NOT BE RESPONSIBLE OR LIABLE TO THE CUSTOMER, TO ANYONE CLAIMING THROUGH THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS, COST (INCLUDING LAWYERS AND COURT COSTS), DAMAGE, INJURY, LIABILITY, CLAIM, PENALTY, FINE, INTEREST OR ANY CAUSE OF ACTION WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROVISION OR ANY INTERRUPTION OF THE SERVICE, HOWSOEVER CAUSED, OR THE NEGLIGENCE OF ENTEGRUS OR ITS REPRESENTATIVES.
9.2 IN NO EVENT SHALL ENTEGRUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT OR THE PROVISION OR ANY INTERRUPTION OF THE SERVICE, HOWSOEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY BUSINESS OR ECONOMIC LOSS WHATSOEVER, EVEN IF ENTEGRUS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
9.3 ENTEGRUS does not give any representation or warranty that the Service will be fit for the Customer’s purposes or for any particular purpose.
Section 10.0: Customer Indemnity
10.1 The Customer agrees to indemnify and hold ENTEGRUS and its Representatives harmless from and against any loss, cost (including lawyers and court costs), damage, injury, liability, claim, penalty, fine, interest or any cause of action whatsoever directly or indirectly resulting from (i) the breach by the Customer of this Agreement, (ii) any act or omission whatsoever by the Customer or its Representatives, and (iii) any claim by any third party in connection with the use of the Service by the Customer, its Representatives or any other person using the Customer’s equipment, hardware and/or software.
Section 11.0: General Terms
11.1 Ownership of and title to ENTEGRUS’s Equipment shall at all times remain vested in ENTEGRUS.
11.2 No delay or failure on the part of either party in the exercise of any right or remedy arising from a breach of this Agreement shall operate as a waiver of any subsequent right or remedy arising from a subsequent breach of this Agreement. No amendment or modification hereto nor any statement, representation or warranty not contained in this Agreement shall be binding on ENTEGRUS unless made in writing by an authorized representative of ENTEGRUS. This Agreement supersedes all prior quotations, purchase orders, correspondence and communications, whether written or oral, between ENTEGRUS and the Customer. This Agreement is made exclusively for the benefit of the parties and not any third party. The covenants and agreements of the Customer contained in this Agreement with respect to payment of amounts due and indemnification shall survive any termination of this Agreement. ENTEGRUS may assign this Agreement or any part thereof, without the Customer’s consent. The Customer may not assign this Agreement without ENTEGRUS’s prior written consent, which consent shall not be unreasonably withheld. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which when taken together shall be deemed to constitute one and the same agreement.
Terms and conditions are subject to change without notice; cannot be combined with any other offer. Taxes extra. Early cancellation charges apply.
- Service requires a 36-month contract
- Entegrus Fibre service are available where technology exists
- Unlimited Internet usage is subject to the Acceptable Use Policy
- Wi-Fi modem rental not included. Speed and Wi-Fi signal strength may vary with your equipment, configuration, Internet traffic, server, environmental conditions or other factors.
- Installation fees of $99 apply.
- Optional UPS available.
- Optional wireless backup to fibre backbone available, fees apply
- Entegrus Fibre is not responsible for customer router, firewall or internal network configuration.