Terms and Conditions of Service

BaronTEL Terms and Conditions of Service

a. Acceptance of Terms:
BaronTEL reserves the right to change, modify, update prices (Price Plans, Features, special numbers, etc.) add or remove portions of the Terms of Service at any time without direct notification to subscribers.

The Customer must check these Terms of Service for changes. The Customer’s continued use of this website and of the BaronTEL Phone services following the posting of changes to the Terms of Service will be considered an acceptance of those changes.

1. Service

b. Term:
Service is offered under a minimum 36 month service period plan. Monthly fees are pro-rated based on the specific sign up date during the activation month. Customers can retain BaronTEL services under a minimum period plan and benefit of special promotions, as listed on the official website (www.BaronTEL.com). BaronTEL shall deem the entire cost of providing hardware rebates or discounted services covered, upon Customer’s fulfillment of the minimum service period.

b-1 Call Centers

Clients that operate call centers have a minimum 3-year, maximum 5-year term. Inbound call costs are calculated by channels required to handle the volume. Costs can change at any time without notice.

b-2 Cancellation

Clients may cancel their call center service with written notice 90 days prior to the renewal date.

Termination of this Call Center service prior to the renewal date by the client without notice is deemed to have broken the verbal agreement and will require the client to pay the full amount for the remaining months left in the current renewal cycle and 50% of channels used in prior months.

 

---

Equipment Rentals

---

Equipment rentals are for a minimum period of 36 months with an automatic renewal at the end of the term Unless notice is received 60 days prior to renewal date. Renewal date is specified on the client's invoices.

Any cancellation of equipment rentals prior to the renewal date will be deemed a break of verbal contract. The client is then responsible for all subsequent payments until the date of renewal for any rented equipment from BaronTEL.

Subsequent terms of this Agreement will be renewed automatically for a 36-month or 60-month term basis without further action by the Customer unless the Customer provides BaronTEL with written notice of non-renewal at least [90] days in advance.

Since the Customer is purchasing BaronTEL’s services for either a 36-month or 60-month term, if the Client attempts to terminate a Service prior to the end of a 36 to 60 month term, the client will be responsible for the remaining months in the current term. This will include unbilled charges, plus a termination fee if applicable, all of which become due and payable immediately once the Customer provides notice.

It is also the Customer’s sole responsibility to verify and review their monthly invoices and periodically check-in on the status of their account. If the Customer notices any discrepancies, the Customer is responsible to immediately notify BaronTEL of any required changes.

Grace Period. For cancellation of service within the initial 10 buisiness days from the activation date (“Grace Period”), responsibility for the monthly charges and an early termination fee, if applicable, shall be waived.

The Customer will continue to be liable for non-recurring charges and usage charges incurred during the Grace Period, which shall be become due and payable immediately once the service is terminated

c. Commercial Use of Service:
BaronTEL services are provided for use by the Customer. The Customer cannot resell or transfer BaronTEL’s services to any other person for any purpose, without the express and written permission of BaronTEL in advance.

d. Lawful Use of BaronTEL’s Services:
The Customer agrees to use BaronTEL’s services and devices solely for lawful purposes. BaronTEL’s services cannot be used for transmitting or receiving any illegal, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, racially or ethnically disparaging remarks or otherwise objectionable material of any kind.
This includes, but is not limited to, any material that encourages conduct that would constitute a criminal offence, give rise to a civil liability, or otherwise violate any applicable local, state, provincial, national or international law.

BaronTEL reserves the right to terminate service immediately and without advance notice if the Customer violates the above restrictions.

In those cases the Customer will be responsible for the full month’s charges to the end of the current monthly term, including unbilled charges, plus a termination fee if applicable, all of which become due and payable immediately once BaronTEL’s service is terminated

e. Unauthorized Usage of BaronTEL’s Devices, Firmware or Software:
The Customer acknowledges that he or she is not given by the present agreement any license to use the web based software for any other purpose than that described in the present agreement as authorized by BaronTEL; and that the web based software provided is exclusively for use in connection with BaronTEL’s services.

If the Customer decides to use BaronTEL’s services through an interface device not provided by BaronTEL, BaronTEL reserves the right to prohibit or disconnect service as deemed necessary.

BaronTEL reserves the right to terminate service should the Customer tamper with any of the devices, leaving the Customer responsible for the full month’s charges to the end of the current term, including unbilled charges, plus a termination fee if applicable, all of which immediately become due and payable immediately.

f. Theft of Service:
The Customer agrees to notify BaronTEL immediately, in writing or by calling the BaronTEL customer support line, if any BaronTEL device is stolen or if the Customer becomes aware that his or her service is being stolen or used fraudulently.

When contacting BaronTEL, the Customer must provide the account number and a detailed description of the circumstances of the said BaronTEL device theft or stolen or fraudulent use of BaronTEL services.

Failure to do so in a timely manner may result in the termination of the Customer’s service and additional charges to you. Please note that it is the Customer’s responsibility to secure any credentials provided to them by BaronTEL.

g. BaronTEL Equipment:
a) Shipment. The cost of shipment shall vary depending on destination and package specifications.
b) Return of Equipment.
BaronTEL devices shall be returned to the address listed below:
BaronTEL
25 Canyon Avenue Suite 406, Toronto, Ontario, Canada
M3H 4Y1

Purchased devices may be returned to BaronTEL within seven (7) days of the line activation provided that:
(i) The Customer has retained proof of purchase and original packaging;
(ii) BaronTEL items returned are undamaged and in original condition;
iii) All documentation and packaging materials are returned in good order.
It is understood that any device purchased in original condition, unsealed and used by Customer, has incurred a loss to its initial market value and BaronTEL reserves the right to charge a $25.00 restocking fee per returned item. Such fee shall be deducted from the purchase amount refunded or applied against the Customer’s final invoice, as the case may be.
If a Customer receives BaronTEL cartons and/or devices that are visibly damaged, please note the damage on the carrier’s freight bill or receipt and keep a copy. Keep the original carton, all packing materials and parts intact and contact BaronTEL’s customer care department immediately.
Warranty coverage varies depending on the type of chosen device. Please refer to the BaronTEL warranty materials included in the packaging of the BaronTEL device(s).
After this seven (7) day prescribed time limit, all disbursements for purchase of BaronTEL devices by the Customer will be non-refundable at time of termination of BaronTEL services by the Customer and/or BaronTEL.

The Customer acknowledges that, under no circumstance, should there be any refund for the shipping charges nor the utilization fees based on a pro-rated period. All of these become due and payable immediately when the said devices are returned.

The Customer acknowledges that any non-purchased BaronTEL device provided by BaronTEL for Service remains BaronTEL’s property.

BaronTEL loaned and/or rented devices must be returned within 14 days from the Account Cancellation date or Service Termination date to enable account closure and final billing, provided that items returned are undamaged and in original condition and that all documentation and packaging materials are returned in good order. Please note that if the devices are not returned within the 14 days time frame, the full hardware cost(s) will be charged on the account.

It is understood that the BaronTEL devices are subsidized by BaronTEL and that the true cost of the BaronTEL devices are $95.00 per two port analog unit. The BaronTEL devices are for BaronTEL’s customers and are sold at a subsidized rate per unit on BaronTEL’s website located at www.BaronTEL.com.
In the case of damage to a loaned and/or rented BaronTEL unit – or non-payment of the Customer’s BaronTEL account, the full amount of $95.00 plus applicable taxes will be charged to the Customer’s account for the cost of the BaronTEL subsidized hardware.

h. Number Transfer on Service Termination:
BaronTEL will agree to transfer the number to another carrier of the Customer’s choice upon termination of BaronTEL’s services, provided that both:
(i) The account has been properly and lawfully terminated, and;
(ii) the Customer’s BaronTEL account is completely current, given either of the following two cases:
a) One Line with BaronTEL.
If we receive a request from your new service provider to terminate our service for a number, we will release the number shortly after notification to BaronTEL by the relevant carrier (s), given that there are no reasons to reject.

Once your service is terminated and the port is completed, you will remain responsible for all charges and fees through the end of that billing cycle, including any termination fees if applicable (for non-returned equipment, special number porting out, promotions etc.).

If a port is unsuccessful for any reason (stranded services, suspended or inactive account, etc.), your service and your agreement with us will not terminate, you will remain an BaronTEL customer, and you will continue to be responsible for all charges and fees associated with your BaronTEL service.

b) More than One Line with BaronTEL.
If we receive a request from your new service provider to terminate our service for a number and you have multiple numbers assigned to your account and/or additional devices such as Softphone on your account, you are required to inform us of your intent to terminate all the services on your account, prior to the successful completion of the requested port or we will select the most appropriate billing plan for any remaining numbers and/or devices on your BaronTEL account, and you will continue to be responsible for all the charges and fees associated with the remaining services on your BaronTEL account.

Once the port of the requested number is completed, you will remain responsible for all charges and fees through the end of that billing cycle, including any termination fees applicable to the ported number.
It is the Customer’s sole responsibility to verify and review their monthly invoices and periodically check-in on the status of their account. If the Customer notices any discrepancies, the Customer is responsible to immediately notify BaronTEL of any required changes.

i. Long Distance Exclusivity:
It is understood that BaronTEL will be the Customer’s exclusive long distance provider for the time that this agreement is in force. BaronTEL has the authority to direct all of the Customer’s long distance calls through BaronTEL’s lines.

j. Regular Usage:
BaronTEL Customers must note that the service and device provided are solely for regular residential or commercial use. Usage limitations are subject to the Reasonable Use Policy posted on the website,
The Customer shall not resell or transfer the service or the device to another party without prior written consent from BaronTEL. The Customer is also prohibited from using the service or the device for auto-dialing, continuous or extensive call forwarding, telemarketing, fax or voicemail broadcasting or fax or voicemail blasting.

We reserve the right to immediately terminate or modify a Customer’s service if we determine that his or her use of the service or the device is, or at any time was, inconsistent with normal residential usage patterns.

In addition, the Customer will be required to pay our rates for wholesale service for all periods in which his or her use of the service or the device was inconsistent with normal residential or commercial use.

k. Fraudulent calls:
The Customer is solely responsible for the security and integrity of their VoIP gateway, and acknowledges that any usage charges resulting from unauthorized access to their gateway or network by a known or unknown party will be invoiced to the Customer.

l. BaronTEL Service Promotional Packages:
On occasion, BaronTEL may offer service promotional packages (“Promotions”). The duration (“Trial Period”) and terms of these may vary according to the specifications of the sales promotions as described in the promotional literature or on the website.

m. Proprietary Rights:
The Customer acknowledges and agrees that all content available on this website is protected by copyright, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.
Except as expressly authorized by BaronTEL Inc., the Customer agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content.

Notwithstanding the above, the Customer may print or download one copy of the materials or content on this website on any single computer for their personal, non-commercial use, provided the Customer keeps intact all copyright and other proprietary notices.

Systematic retrieval of data or other content from this website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from BaronTEL Inc. is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Service is prohibited.

As noted above, reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this website is strictly prohibited without the express written permission of BaronTEL
2. Service Outage
a. Power Outage:
The Customer acknowledges and understands that BaronTEL’s services do not function in the event of a power failure. Should there be an interruption in the power supply; services will not resume until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to resuming BaronTEL’s services.

b. Broadband Service Outage:
The Customer acknowledges and understands that service outages by their broadband provider will prevent any calls from being made or received.
c. Service Outage Due to Suspension of the Customer’s Account:
The Customer acknowledges and understands that service outages due to suspension of his or her account as a result of billing issues will prevent any calls from being made or received.

d. Other Service Outages:
The Customer acknowledges and understands that if there is a service outage for any reason, such outage will prevent any calls from being made or received. Such outages may occur for a variety of reasons, including but not limited to, those reasons described elsewhere in this Agreement.

3. Service Limitations

a. IMPORTANT INFORMATION ABOUT EMERGENCY 9-1-1 SERVICE:

Description:
VoIP services allow the customers to make or receive telephone calls over the Internet to or from the public switched telephone network.

The nature of VoIP telephone calls, while appearing similar to traditional telephone calling services, create unique limitations and circumstances, and the customer acknowledges, understands and agrees that differences exist between traditional telephone service and VoIP telephone services, including the lack of traditional 911 emergency services.

Differences to Traditional Telephone Service:
Because of the unique nature of VoIP telephone calls, emergency calls to 911 through BaronTEL will be handled differently than traditional telephone services.

The following provisions describe the differences and limitations of 911 emergency calls, and the Customer hereby acknowledges and understands that the BaronTEL service is not a traditional telephone service.

There are important differences between traditional 911 telephone services and the services provided by BaronTEL as set out in these Terms and Conditions. Customers must review the section below in its entirety.

Placing 911 calls:
If the customer makes a 911 emergency call, BaronTEL will attempt to automatically route the customers 911 call through a third-party service provider to the Public Safety Answering Point (“PSAP”) corresponding to the customers address of record on his or her account.

However, due to the limitations of the VoIP telephone services, the customers 911 call may be routed to a different location than that which would be used for traditional 911 dialing.

For example, the customers call may be forwarded to a third-party, specialized call centre that handles emergency calls.

This call centre is different from the PSAP (Public Safety Answering Point) that would answer a traditional 911 emergency call which has automatically generated the customers address information.
Consequently, the VoIP customer will be required to provide his or her name, address, and telephone number to the call centre operator.

How your information is provided:
BaronTEL will attempt to automatically provide the PSAP dispatcher or emergency service operator with the name, address and telephone number associated with the customers account. However, for technical reasons, the dispatcher receiving the call may not be able to capture or retain the customers name, phone number or physical location.

Therefore, when making a 911 emergency call, the customer must be prepared to immediately (confirm and) inform the dispatcher of his or her location and call-back number (or the location of the emergency, if different), since the operator may not have this information.

If the customer is unable to speak, the dispatcher may not be able to locate him/her if the customer’s location information is not up to date.

Failure to keep information current will result in a Customer not being able to communicate during a 9-1-1 call; and/or the emergency operator may assume that Customers are at the last registered address.

Correctness of information:
The customer is responsible for providing, maintaining, and updating correct contact information (including name, residential address and telephone number) with his or her account.

If the customer does not correctly identify the actual location where he/she is located, or if the customers account information has recently changed or has otherwise not been updated, 911 calls may be misdirected to an incorrect emergency response site.

For example, if the Customer changes the address from which he or she uses their Broadfone or Broadfone PC Phone service, access to 9-1-1 Service will not function properly.

Upon moving to a new address, or change of use of Broadfone or Broadfone PC Phone service, the Customer must immediately notify and advise BaronTEL by email or by telephone with the most current location information.

Failure to advise BaronTEL of any changes will adversely affect the ability to access 9-1-1 Service.You may also update your most likely physical address online through the BaronTEL Portal.911 NOTE for

Auto Attendant clients:
For Auto Attendant customers with their associated extensions, please note that only the main company number and the main company service address will be on file for 911, regardless of where the associated extension is located.

Disconnections:
During the 9-1-1 call, the customer must not disconnect the 911 emergency call until told to do so by the dispatcher, as the dispatcher may not have the customers number or contact information.

If the customer is inadvertently disconnected, he/she must call back immediately.

Connection time:
For technical reasons, including network congestion, it is possible that a 911 emergency call will produce a busy signal or will take longer to connect when compared with traditional 911 calls.

911 calls may not function:
For technical reasons, the functionality of 911 VoIP emergency calls may cease or be curtailed in various circumstances, including but not limited to:
if your service or your system (service) access equipment fails or is not configured correctly
if your VoIP service is not functioning correctly for any reason, including power outages, VoIP service outage, suspension or disconnection of your service due to billing issues, network or Internet congestion,
network or Internet outage in the event of a power; you may need to reset or reconfigure the system access equipment before being able to use the VoIP service, including for 911 emergency calls;
changing locations—if you move your system access equipment to a location other than that described in the customer’s account information or otherwise on record with BaronTEL.

Therefore, it is strongly advised that backup power supply be made available, such as a UPS.
Inform other users:

The customer must ensure full understanding of the 9-1-1 Service limitations and is responsible for notifying, and agrees to notify, any user or potential users of VoIP services aware of the nature and limitations of 911 emergency calls on the VoIP services as described herein.

Liability:
Customers are advised to review this section with respect to BaronTEL’s limitations of liability.

b) THE CUSTOMER CONFIRMS THAT THEY HAVE READ AND UNDERSTOOD THESE 9-1-1 SERVICE DIFFERENCES. BY ACCEPTING THESE TERMS, THE CUSTOMER ACCEPTS BaronTEL VoIP SERVICES ON THESE TERMS, AND HEREBY WAIVES ANY AND ALL CLAIMS OR CAUSES OF ACTION AGAINST BaronTEL, ITS AFFILIATES, UNDERLYING CARRIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS, LICENSORS, AND SUPPLIERS ARISING FROM OR RELATING TO THE BaronTEL 9-1-1 SERVICE. THE CUSTOMER ALSO AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE ABOVE PERSONS FROM ANY SUCH CLAIMS FOR DAMAGES, INCLUDING LEGAL FEES. THE CUSTOMER’S WAIVER AND INDEMNITY IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

c) Collect Call and Operators Services:
BaronTEL does not currently offer collect calls or operator assistance.

d) Broadband Service Outage:
The Customer acknowledges and understands that service outages by his or her broadband Internet service provider will prevent BaronTEL services.

e) Loss of Service Due to Power Failure:
The Customer acknowledges and understands that the service does not work in the event of power failure and will resume when power is restored. A power failure or disruption may require a re-set or reconfiguration of the equipment prior to restoration of the service.

f) Service Outage Due to Suspension of a Customer’s Account:
The Customer acknowledges and understands that service outages due to suspension of the account as a result of billing issues will prevent all service elements from operating.

g) Other Service Outages:
The Customer acknowledges and understands that if there is a service outage for any reason, such outage will prevent all service, INCLUDING 9-1-1 SERVICE.

4. Changes to this Agreement
As technologies and services progress, BaronTEL may change the terms of the Agreement after providing [14] days advance notice to the Customer. BaronTEL provides notice by:

a. Posting to the “Service Announcements” section of our website

b. Electronic mail directed to the email address provided upon sign-up for BaronTEL’s services, or to the current email address if BaronTEL has received notification that it has changed.
The Customer is responsible for notifying us of any changes in his or her email address by contacting support@BaronTEL.ca.
Otherwise, we will continue to use the Customer’s previous e-mail address until we have received notice of the address change.

5. Charges / Payments / Default /Taxes / Termination
a. Invoicing:
BaronTEL will provide monthly invoices stating the recurring and non-recurring fees for the upcoming month on the second day of the month. Invoices are due by the sixteenth day of the same month.

We reserve the right to bill at more frequent intervals if the amount owing at any time exceeds $50. The Customer is responsible for payment to BaronTEL of charges for all service(s) and equipment supplied to them.

BaronTEL’s Carrier Services are available in Canadian Dollars, US Dollars and EURO.
A late payment charge applies when payment has not been received within twenty one (21) days after the date of the statement of account for service.

This charge is a monthly compound rate of 1.5%. If the account has been suspended due to non-payment, BaronTEL reserves the right to apply a $20 reactivation fee before re-instating all services.

An administrative fee will be charged for any payments returned for non-sufficient-funds (“NSF”). The Customer agrees to pay BaronTEL an administration fee of $50.00 every time we are unable to withdraw the month’s charges from their bank account due to NSF.

No charge disputed by the Customer can be considered past due unless BaronTEL has reasonable grounds for believing that the purpose of the dispute is to evade or delay payment.
The Customer acknowledges that BaronTEL will not issue cheques for refunds for amounts lower than ten dollars ($10.00). Alternatively, the Customer agrees that any refunds lower than ten dollars ($10.00) will be credited against the Customer’s account.

The Customer acknowledges that BaronTEL will not issue cheques for refunds for amounts lower than ten dollars ($10.00). Alternatively, the Customer agrees that any refunds lower than ten dollars ($10.00) will be credited against the Customer’s account.

Unless there has been a deception with regard to a charge, the Customer is not responsible for paying a previously unbilled or under billed charge except where:
1) A recurring charge it is correctly billed within a period of one year from the date it was incurred;
2) A non-recurring charge is correctly billed within a period of 150 days from the date it was incurred.
In the case of a recurring charge that should not have been billed or was over billed, the Customer will be credited with the excess back to the date of the error, subject to applicable limitation periods provided by law.

However, if the Customer does not dispute the charge within 14 days of the date of an itemized statement which shows that charge correctly, BaronTEL will not credit such charge for the period prior to that statement.

Non-recurring charges that should not have been billed or that were over billed will be credited, provided that the Customer disputes such charges within seven (7) days of receiving their credit card statement.

b. Billing Disputes:
The Customer must notify BaronTEL in writing within seven (7) days after receiving their invoice if there is dispute of any BaronTEL charges or such dispute will be deemed waived. Billing disputes should be reported to the following address:
Customer Care Billing Department
BaronTEL
25 Canyon Ave, suite 406
Toronto, Ontario
M3H 4Y1
OR support@BaronTEL.com

b. Payment:
BaronTEL accepts the following payment methods:
Interac eTransfer
Checks sent to our bank
Credit Card are accepted with Paypal.

e. Termination/Discontinuance of Service:
BaronTEL reserves the right to discontinue providing services generally, or to terminate the Customer’s service, at any time at its sole discretion.

If BaronTEL discontinues providing services generally, or terminates the Customer’s service at its discretion without a stated reason, the Customer will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges.

If service is terminated for any stated reason, including without limitation, violation of this Agreement, or because of any improper use of BaronTEL’s services (such as, but not limited to, attempts to hack, disrupt, or misuse BaronTEL’s services), the Customer will be responsible for the full month’s charges to the end of the current term, including without limitation unbilled charges, plus a termination fee if applicable, all of which become immediately due and payable.

In addition to BaronTEL’s right to terminate the Customer’s Services, BaronTEL may restrict, block, suspend or terminate any or all of the Customer’ Services or accounts, without notice to the Customer, if:
Customer is in breach of the Agreement, including non-payment of charges or non-compliance with any Policies;
Customer does not maintain Service usage within the prescribed credit limit;

Customer exceeds reasonable usage limits, as determined by BaronTEL;

Customer has given BaronTEL false, misleading or outdated information;

BaronTEL reasonably suspects or determines that any of the Customer’s account, identifiers or Services are the subject of fraudulent, unlawful or improper usage or usage that adversely affects BaronTEL’s operations or the use of BaronTEL’s services, facilities or networks by others;

Customer harasses, threaten or abuses BaronTEL or its employees or agents;

Customer fraudulently or improperly seeks to avoid payment to BaronTEL;
BaronTEL needs to install, maintain, inspect, test, repair, remove, replace, investigate, protect, modify, upgrade or improve the operation of the Services, its facilities or networks;

Any account or service on which the Customer’s Services depend is terminated for any reason;
BaronTEL reasonably believes that there is an emergency or extreme circumstance that would warrant such action.

Customer acknowledges and agrees to provide BaronTEL a thirty (30) day notice of Service / Account Cancellation by submitting an Account Termination Request. Customer may also benefit from the service during the 30 days period of cancellation. Upon the Service Agreement Termination, customer will remain responsible for payment of all outstanding balances accrued throughout the effective date of cancellation as well as applicable termination fees or purchase fees.

BaronTEL’s loaned and/or rented equipment may be returned within the 14 days of cancellation; failing to do so, the Customer will be charged the full purchase price of any and all equipment not returned. Returned equipment must include original packaging, accessory materials and must not have any physical damage. If any of BaronTEL’s equipment is returned in an unsatisfactory condition, damaged or broken, BaronTEL will charge the Customer the full purchase price of this equipment.

If the Customer cancels the Service prior to ninety (90) days from the Activation Date, BaronTEL may charge the customer an administrative fee of $100.

For cancellation of service prior to the completion of a minimum service commitment period, Customer will be charged an Early Termination Fee (“ETF”), as more fully described below.

Early Termination Fee. An Early Termination Fee shall apply to Customers under a minimum commitment plan terminating the service prior to the fulfillment of the contractual period.

The ETF is subject to a service or hardware discount received by Customer, and it shall be calculated based on the length of the agreement and the economic aggregated value gain for the service period. The Customer will be required to confirm acceptance of the ETF calculations, prior to the service activation.

BaronTEL shall deem the entire cost of providing discounted services or hardware covered, upon Customer’s fulfillment of the contractual period.

f. Taxes:
Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on BaronTEL as a result of providing BaronTEL’s services or a device will be billed to the Customer’s account. If a Customer is exempt from payment of such taxes, then that Customer will provide BaronTEL with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date BaronTEL receives the Tax Exempt Document.

6. Limitations
a. Limitation of Liability:
BaronTEL shall not be liable for any failure to provide its services or any degradation of voice quality caused by any of the following:

a. Act or omission of an underlying carrier

b. Equipment, network or facility failure

c. Equipment, network or facility upgrade or modification

d. Force majeure events such as (but not limited to) acts of god: strikes; fire; war; riot; government actions

e. Equipment, network or facility shortage

f. Equipment or facility relocation

g. Any other cause that is beyond BaronTEL ’s control, including without limitation the failure of an incoming or outgoing call to be connected or completed, including a 9-1-1 emergency call. This includes degradation of voice quality. BaronTEL’s liability for any failure or mistake shall in no event exceed service charges on account of the affected time period.
BaronTEL is not liable for incidental or consequential damages of any type.
UNDER NO CIRCUMSTANCES SHALL BaronTEL, ITS PARENTS, SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF BaronTEL INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, BaronTEL’s LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

b. Indemnification:
The Customer agrees to defend, indemnify, and hold BaronTEL, its affiliates and agents and any other service provider who furnish services to the Customer in connection with this Agreement or BaronTEL’s services, free from claims or damages by, or in the right of, the customer relating to this Agreement, BaronTEL’s services or the device. This paragraph shall survive termination of this agreement.

c. No Warranties on Service:
BaronTEL, ITS AFFILIATES, DIRECTORS, EMPLOYEES AND AGENTS PROVIDE THE SERVICES “AS-IS” AND MAKE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND IN CONNECTION WITH THE NETWORK, THE SERVICES (INCLUDING ANY FEATURES) OR THE EQUIPMENT 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. ALL REPRESENTATIONS WARRANTIES OR CONDITIONS OF ANY KIND ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED.

d. No Warranties or Limited Warranties for Devices:
If the Customer has purchased a new device from BaronTEL that includes a limited warranty at the time of purchase, the Customer must refer to the separate limited warranty document for information on the limitation and disclaimer of certain warranties.

If the device did not include a limited warranty from BaronTEL at the time of purchase, the Customer agrees to accept the unit in question on an “as is” basis and is not entitled to replacement or refund in the event of any defect.

7. Confidential Information:
Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, by one BaronTEL representative to the Customer.

Except as otherwise specified herein, the Customer and BaronTEL each expressly undertake to retain in confidence all information transmitted to them by the other party pursuant to this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), and will make no use of such Confidential Information except under the terms and during the existence of this Agreement.

The Customer and BaronTEL shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party’s business.

The receiving party’s obligation hereunder shall extend for two (2) years following the disclosure of the Confidential Information.

8. Privacy and Notices:

a. Privacy:
IP telephony utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. BaronTEL is not liable for any lack of privacy which may be experienced by any BaronTEL Customer with regard to its services. Please refer to BaronTEL’s Privacy Policy for additional information.

SSL security for Calls:
If the customer wants private communication between its endpoints (phones) and the PBX Server, the customer agrees only an authorized representitive of BaronTEL can perform the setup and configuration. The customer agrees to pay for the setup and configuration of SSL enabled connections between it's office(s) and the PBX(s).

b. Notices:

Notices to Customers shall be sent to the email address on file for the Customer at BaronTEL’s offices and will be considered given on the date sent out by BaronTEL to the party concerned. Please refer to Section 4 of this Agreement regarding a change of e-mail address.

c. BaronTEL Privacy Policy

BaronTEL regards its Customer’s privacy as one of its most important values and believes that its Privacy Policy will give the Customer confidence whenever they use BaronTEL services. The following is a summary that outlines how BaronTEL collects, uses and discloses personal information:
1. Purposes.
BaronTEL collects personal information to:
Help provide the Customer with better service delivery
Understand each Customer’s needs in order to recommend appropriate products or services
Better manage its own operations
Comply with legislative requirements
Prevent fraud and protect BaronTEL and its Customers from possible fraudulent actions
BaronTEL will advise the Customer of the reason it collects personal information when or before such information is collected.

2. Consent.
The Customer’s knowledge and consent to the collection, use or disclosure of personal information is required, except where inappropriate to do so.

3. Limits.
BaronTEL will limit its collection of personal information to that which is necessary for the above mentioned purposes. This collection shall only be done by fair and lawful means.

BaronTEL will not use or disclose personal information for any purposes other than those for which it was collected, except with the consent of the individual or as required by law.

When we provide information to third parties, such parties are required to adhere to confidentiality agreements to ensure that the Customer’s information remains safe and secure.

Third parties include BaronTEL agents, other communication service providers (to enable service delivery outside Canada), collection agencies, emergency services and law enforcement agencies.
Personal information shall be retained only as long as necessary for the fulfillment of those purposes.

4. Accuracy.
Personal information shall be as accurate, complete, and up-to-date as is necessary for the purposes for which it is to be used.

5. Security.
Personal information shall be protected by security safeguards appropriate to the sensitivity of the information. Each and every BaronTEL employee must abide by BaronTEL’s Privacy Policy.

Only authorized BaronTEL employees are permitted to have access to a Customer’s personal information and such access is limited by need.

If a customer calls BaronTEL’s Customer Care department with a concern or complaint for example, the representative is allowed to access only the personal information that he or she needs to address that concern.

6. Customer Access.
Upon request, the Customer shall be informed of the existence, use, and disclosure of his or her personal information and shall be given access to that information.

The Customer may challenge the accuracy and completeness of the information and have it amended as appropriate.

7. Definition: “Personal Information”.
Means information about an identifiable individual and includes information about the Customer’s BaronTEL VoIP service selections.

Information that is publicly available (such as a public directory listing of a name or information that is printed on a business card – including the Customer’s address, telephone number and email address) is not considered personal information.

9. Resolution of Disputes:
Mandatory Arbitration: Any dispute or claim between a Customer and BaronTEL arising out of, or relating to, BaronTEL’s services or devices provided by BaronTEL in connection with this Agreement shall be resolved by arbitration before a single arbitrator.

The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding.

Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

All claims shall be arbitrated individually and the Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims to the arbitration process.

The arbitrator shall have no authority to award punitive damages. The Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

10. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada, without regard to its conflict of law provisions.

The Customer and BaronTEL agree to submit to the personal and exclusive jurisdiction of the courts located within the Province of Ontario.

The failure of BaronTEL to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of BaronTEL’s services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

11. Entire Agreement:
This Agreement and the rates for services found on BaronTEL’s website constitute the entire agreement between the Customer and BaronTEL and govern the Customer’s use of BaronTEL’s services.

This Agreement supersedes any prior agreements between the Customer and BaronTEL and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter between the Customer and BaronTEL as regularly updated.

No amendment to this Agreement shall be binding upon BaronTEL unless and until posted in accordance with Section 3 hereof.

12. Severability:
If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement are still valid and enforceable.

Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect