Terms and Conditions

1. Introduction

This Vantact Service Agreement, together with any operating rules, policies, price schedules, or other supplemental documents expressly incorporated herein by reference and published from time to time (collectively, the “Agreement”), constitutes the entire agreement between Vantact Inc., a Canadian Company (hereinafter referred to as “we,” “us” or “Vantact”) and the party set forth in the related registration order form (hereinafter referred to as “you,” “user” or “Customer”) regarding Vantact’s services (as defined herein), and supersedes all prior agreements, discussions or writings between the parties regarding the subject matter of this Agreement.

For purposes of this Agreement, the term “Vantact” includes our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, attorneys and any other service provider that furnishes services or devices to you in connection with this Agreement or the Service or the Device.

2. Definition of Service

Vantact provides telephony services through a hosted key system managed by us. For purposes of this Agreement, the term “Service” shall mean Vantact Phone Service, including all Software, Equipment and other features, products and services provided by Vantact under the pricing plan that you have selected.

3. Revisions to Terms and Pricing

From time to time, we may revise the terms and conditions of this Agreement (including, without limitation, any of the policies incorporated by reference) and the pricing for the Service. Notice of revisions to the Agreement or pricing shall be posted on the Vantact website and deemed given and effective no earlier than on the date posted to the website and no later than the statutory waiting period, if any.

If you do not agree to the revision(s), you must notify Vantact in writing of your desire to terminate your Service immediately, subject to the Termination provisions provided in this Agreement. By continuing to use the Service after revision(s) are in effect, you hereby accept and agree to all such revisions.

4. Customer Representations

You represent and warrant that you are at least eighteen (18) years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. You represent and warrant that your name, user name, contact information and registered location are true and correct and, if for business use, you are authorized to act on behalf of your company.

You understand that Vantact relies on the information you supply and that providing false or incorrect information may result in Service provisioning and delivery delays, the suspension or termination of your Service, and the inability of a 911-dialed call to be correctly routed to emergency service personnel. You agree to promptly notify Vantact in writing whenever your personal or billing information changes.

5. Use of Service and Device

5.1 Business Plans

Service is provided to you as a business user, for your business and home office use. You are not to resell or transfer the Service to any other person for any purpose or make any charge for the use of the Service, without express written permission from Vantact in advance. Vantact reserves the right to immediately terminate, change the calling plan, alter the price, or modify the Service if Vantact determines, in its sole discretion, that you are using the Service in any way that violates its terms and conditions.

5.2 Residential Plans

If you subscribe to our residential services, we provide you with the Service and the Device solely for residential use. Vantact reserves the right to immediately terminate, change the calling plan, alter the price, or modify the Service if Vantact determines, in its sole discretion, that you are using the Service for non-residential use.

5.3 User Responsibility

You agree that you are responsible for all use(s) related to your account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses the Service via your account with or without your permission. You acknowledge that Vantact will be sending you information, including your Password, via e-mail over the Internet. You agree that the Internet is not a secure network and that third parties may be able to intercept, access, use or corrupt the information and telephone calls you transmit over the Internet.

6. Local Number Portability

6.1 Authorization

You hereby authorize Vantact to process your order for the Service and to notify your local service provider of your decision to switch your local services to Vantact and to transfer your telephone number. You will be required to complete a letter of authorization, provide us with a copy of your most recent bill from your service provider, and provide us with any other information required by your service provider to port your number. Vantact shall not be responsible for any delay in the port of your number and will not provide credit for any such delays.

6.2 Activation

You agree and acknowledge that you must install and activate your Equipment prior to the date that the number switch becomes effective (“Port Effective Date”). You will be assigned a temporary telephone number if required; the temporary number will be in effect until your transfer is completed.

6.3 Limitation

Vantact has the right to refuse to import a number if, in its sole discretion and without incurring liability, it does not have the infrastructure to support the number.

7. Service Distinctions

You acknowledge and understand that the Service is not a telephone service, and we provide it on a best-efforts basis. Important distinctions exist between telephone service and the telephony service offering provided by Vantact. The Service is subject to different regulatory treatment than telephone service. Events beyond our control may affect our service, such as power outages, fluctuations in the internet, your underlying ISP or service, or maintenance.

7.1 Emergency Services: 911 Dialing

Vantact Inc. offers on its VoIP service a form of 9-1-1 Dialing service that is similar to traditional 9-1-1 service but has some important differences and limitations when compared with enhanced 9-1-1 Dialing service (E9-1-1) available in most locations in conjunction with traditional telephone service. With Vantact’s 9-1-1 Dialing service, your call is sent to a national emergency call center. The call center operator will confirm your location information and then transfer your 9-1-1 call to the emergency response center nearest your location. You should be prepared to confirm your address and call-back number since the operator may not have that information. Do not hang up unless told directly to do so and if disconnected, you should dial 9-1-1 again.

7.2 No Operator Assisted Calling

The Service does not support 0+ or operator assisted calling, including, without limitation, collect calls, third party billing calls, 900, or dial-around calls. Our Service may not support 311, 511, and other x11 services in one or more service areas.

7.3 No Directory Listing

The phone numbers you get from us will not be listed in any telephone directories. However, any phone numbers you transfer directly from your local phone company may be listed.

7.4 Incompatibility with Other Services

The Service is not compatible with all non-voice communications equipment, including but not limited to some home and office security systems, emergency phones in elevators, some aspects of satellite TV systems, digital entertainment systems, fax machines, modems and medical monitoring devices. By accepting this Agreement, you waive any claim you may have against Vantact for interference with or disruption of such systems due to the Service.

8. Length of Service

8.1 Service Term

We provide the Service for the term that you have signed up for. Your term begins on the date you first ordered service (“Subscription Date”), or the date we successfully process your payment, whichever is later. It is not the day you receive the Equipment you ordered or the first time you use the Service.

8.2 Automatic Renewal

The terms of this Agreement shall automatically renew for the same term unless you cancel your Service before the end of the current service term. The renewal begins on the day after the last day of your term.

8.3 Our Right to Disconnect

We reserve the right to immediately disconnect the Service at any time without notice due to non-payment or unlawful or inappropriate use of the Service or, in the event your use of the Service in any way jeopardizes the integrity of Vantact’s network. All charges owed at the time of disconnection will be immediately payable. We will pursue collection for unpaid amounts on disconnected accounts and may report these unpaid charges to credit bureaus.

8.4 Termination of Service

In order to terminate the Service, contact our Customer Care Department via email at billing@vantact.com prior to expiration of the current service term.

9. Devices

9.1 Ownership and Risk of Loss

You will own the Device and bear all the risk of loss, theft, or damage regardless of the payment schedule selected for services and devices. Minimum Commitment Contracts for services and devices may include early termination fees. Returns of non-defective devices outside of the initial 30-day money-back guarantee period will not be accepted.

9.2 Promotional Devices

Devices included in a service offering at no charge may be previously used equipment. Devices not returned upon cancellation of the Service will be charged to the customer.

9.3 Replacement of a Defective Device

Equipment and devices purchased from Vantact will be covered by their respective factory warranties only. Prior to returning the equipment, you must contact Vantact at 416-342-1690 so that Vantact may determine whether a defect exists and to receive an RMA number. You have 7 days after receipt of an RMA to ship the equipment back to the manufacturer at the address we provide. You must pay all shipping fees.

9.4 Receipt of Damaged Devices

If you receive cartons or devices that are visibly damaged, you must note the damage on the carrier’s freight bill or receipt and keep a copy. You must also keep the original carton, all packing materials, and parts in the same condition in which you received them. Contact our customer care department immediately at 416-342-1690 for return instructions.

9.5 Tampering with the Device

You may not change the electronic serial number or equipment identifier of your Device without first getting our written consent.

9.6 Third-Party Devices

Vantact does not strictly prohibit the use of any devices capable of registering with the hosted PBX. However, third-party devices may have difficulty with provisioning and may incur a programming charge ($25) per device.

10. Fees and Charges

We will publish fees and charges on our website. These fees and charges may change from time to time. New pricing will be effective upon the earliest of its posting to the website or after expiration of the statutory waiting period, if any, and may be applied to renewals of existing services.

• Billing Increments: All billing policies are defined by the specific package the customer chooses. Please refer to the website for exact billing policies.
• Taxes: Customer is responsible for, and shall pay, any applicable federal, provincial, municipal, local or other governmental taxes, fees, assessments and charges now in force or enacted in the future.
• Activation Fee: One-time activation fees and any other activation fees that may apply are specified on the website and vary by product and plan chosen.
• Regulatory Recovery Fee: A Regulatory Recovery Fee may be charged monthly to offset costs incurred by Vantact in complying with regulatory obligations. This fee is not a tax or charge required or assessed by any government.
• Reinstatement Fee: Reinstating any service deactivated for non-payment may result in a reinstatement fee of up to $125.

11. Billing and Payment

11.1 Billing

We will charge you in advance for each month during the term of service. When you subscribe to the Service, you must give us a valid email address and a payment method (credit card) that we accept. Except for usage-based charges (billed in arrears), we will bill in advance to your payment method all charges, fees, taxes, assessments, and surcharges for each month of the service term.

11.2 Payment

When you subscribe to the Service, you authorize us to collect from your payment method. This authorization will remain valid until thirty (30) days after you terminate our authority to charge your payment method.

11.3 Collection

If we disconnect the Service, you will remain liable to us for all charges under this Agreement and all the costs we incur to collect these charges, including, without limitation, collection costs and attorney’s fees.

11.4 Billing Disputes

You must notify Vantact in writing within seven (7) days after receiving your credit card statement if you dispute any Vantact charges, or such dispute will be deemed waived. Notification of all billing disputes shall be sent to billing@vantact.com.

12. Pricing and Payment

Vantact fees and charges for the Service are supplied to you during the ordering process. You agree to pay the applicable one-time and recurring charges. Recurring charges will be billed and automatically charged to your credit card on the first day of every billing cycle.

12.1 Credit Balance Account

Your credit balance account has been established to cover incidental charges on your account that are not covered by your subscription fee. For example, international calls, toll-free charges, and taxes related to these calls are automatically charged to your credit balance account. When the balance reaches the credit limit, your account will be unable to make additional calls until the balance is paid down.

12.2 Discontinuation for Nonpayment

The Service to you may be denied or discontinued without notice at any time in the event your credit card provider denies or discontinues providing credit to you for any reason, or you fail to provide us with a new credit card expiration date before the existing one expires. If the credit card issue is not resolved within 48 hours, Vantact will deactivate the Service.

12.3 Promotions

Vantact may limit the number of promotions you may be eligible for in a given period. Promotions may be cancelled by Vantact at any time.

13. Management of Your Data

You are solely responsible for obtaining, installing, configuring and maintaining suitable equipment, including your network and telephone and software, including any necessary system or software upgrades, patches or other fixes which are or may become necessary to access the Service. Vantact will only provide technical assistance with respect to your Vantact hosted PBX and devices.

14. Limitation on Warranties, Remedies and Liability

VANTACT MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE SERVICE OR DEVICE OR THE INSTALLATION OF SAME AND DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. VANTACT DOES NOT WARRANT THAT THE SERVICE OR DEVICE WILL FUNCTION WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION.

IN NO EVENT SHALL VANTACT BE LIABLE TO YOU, YOUR REPRESENTATIVES, OR AUTHORIZED ASSIGNS OR ANYONE ELSE FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, LOSS OF REVENUE OR PROFITS, RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, DELAY, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE DEVICE, THE USE OF AND/OR INABILITY TO USE THE DEVICE, THE INSTALLATION OF THE DEVICE, AND/OR THIS AGREEMENT.

VANTACT’S LIABILITY FOR ANY ACT OR OMISSION SHALL IN NO EVENT EXCEED THE SERVICE CHARGES WITH RESPECT TO THE AFFECTED TIME PERIOD. WE WILL NOT GIVE YOU CREDIT FOR ANY INTERRUPTION OF VANTACT SERVICE.

15. Indemnification and Waiver of Claims

YOU ARE LIABLE FOR ANY AND ALL USE OF THE SERVICE AND/OR DEVICE BY YOURSELF AND BY ANY PERSON MAKING USE OF THE SERVICE OR DEVICE, AND YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VANTACT AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE AGREEMENT.

16. Content

You are liable for any liabilities that may arise from the content you transmit to any person, whether or not you authorize it, using the Service or Device. You promise that you and anyone who uses the Service and all your and their content comply at all times with all laws, regulations, and written and electronic instructions for using the Service and the Device.

17. Miscellaneous Legal Considerations

17.1 Governing Law

This Agreement and the relationship between you and Vantact shall be governed by the laws of Canada without regard to its conflict of law provisions.

17.2 No Waiver of Rights

Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of the right or provision.

17.3 No Third Party Beneficiaries

If you are not a party to this Agreement, you do not have any remedy, claim, liability, reimbursement, or cause of action.

17.4 Entire Agreement

This Agreement, the order, the applicable service description, or any of the references herein to the content of Vantact’s website constitutes the entire agreement between you and Vantact and governs your use of the Service.

17.5 Severability

If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable.

18. Dispute Resolution and Binding Arbitration

It is important that you read this entire section carefully. This section provides for resolution of disputes through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury.

18.1 Arbitration

Vantact and you agree to arbitrate any and all disputes and claims between you and Vantact. This agreement to arbitrate is intended to be given the broadest possible meaning under the law. It includes, but is not limited to, disputes and claims arising out of or relating to any aspect of the relationship between you and Vantact, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory.

18.2 Informal Resolution

Our customer care department can resolve most customer concerns quickly and to the customer’s satisfaction. If you have a dispute or claim against us, you should first contact the Vantact customer care department at 416-342-1690.

18.3 Formal Notice of Disputes

A party who intends to seek arbitration must first send to the other party a written Notice of Dispute. A Notice of Dispute to Vantact must be sent by certified mail addressed to 27 Armthorpe Rd, Brampton, Ontario L6T 5M4. The Notice of Dispute must describe the nature and basis of the dispute or claim and set forth the specific relief sought. If the parties do not reach an agreement within thirty (30) days, arbitration may commence.

18.4 Waiver of Jury Trial

YOU AND VANTACT AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND VANTACT ARE WAIVING THE RIGHT TO A TRIAL BY JURY.

18.5 Waiver of Class Actions

YOU AND VANTACT AGREE THAT YOU AND VANTACT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18.6 Statute of Limitations

You must contact us within one (1) year of the date of the occurrence of the event or facts giving rise to a dispute, or you waive the right to pursue a claim based upon such event.

19. Privacy

Vantact Service utilizes, in whole or in part, the public Internet and third-party networks to transmit voice and other communications. You acknowledge and understand that Vantact cannot guarantee that voice over IP communication is completely secure. You agree that Vantact may access all features of your account and the Service to determine whether the Service is being used fraudulently and/or in violation of this Agreement.

Vantact is committed to respecting your privacy relating to personally identifiable information. Once you choose to provide personally identifiable information, it will only be used in the context of your relationship with Vantact. Vantact will not sell, rent, or lease your personally identifiable information to others. Upon the appropriate request of a government agency, law enforcement agency, court or as otherwise required by law, Vantact may disclose personally identifiable information.

20. Cancellation Policy