Master Services Agreement

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

1. Scope of Services

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

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

2. Service Dependencies

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

Phonetico is not responsible for:

  • internet outages or degradation

  • carrier failures or routing issues

  • DNS, firewall, or local network misconfiguration

  • equipment or software not provided by Phonetico

3. Permitted Use & Acceptable Use

Services must be used in compliance with all applicable laws.

Customer agrees not to use the Services for:

  • spam calling, robocalling, or unlawful mass messaging

  • fraudulent, abusive, or deceptive telecommunications activity

  • bypassing carrier regulations or call termination rules

  • any activity that could damage network integrity or reputation

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

4. Term & Termination

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

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

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

  • non-payment

  • suspected fraud or abuse

  • violation of this Agreement

  • legal or regulatory requirement

  • risk to network integrity or other customers

5. Fees, Billing & Payment Terms

Customer agrees to pay all applicable fees as invoiced.

Unless otherwise stated:

  • invoices are payable Net 15 days

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

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

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

6. Customer Responsibilities

Customer is responsible for:

  • maintaining accurate account and billing information

  • securing login credentials and system access

  • lawful use of Services

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

  • ensuring backups or alternative communication methods where required

7. Customer Equipment & Network

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

Phonetico is not liable for service disruptions caused by:

  • customer hardware failure

  • ISP outages

  • bandwidth limitations

  • misconfigured PBX, routers, or firewall rules

8. Service Availability

Services are provided on a best-effort basis with no guaranteed uptime.

Phonetico does not guarantee uninterrupted or error-free service.

Interruptions may occur due to:

  • maintenance

  • carrier issues

  • internet outages

  • force majeure events

  • third-party failures

9. Emergency Services (911 Notice)

Customer acknowledges that VoIP emergency calling differs from traditional telephone service.

911 service may:

  • fail during power or internet outages

  • route incorrectly if address information is outdated

  • not provide accurate location data

  • experience delays or routing limitations

Customer is responsible for ensuring all users are informed of these limitations.

For roaming users, 911 service may only provide basic routing and users must communicate their location to emergency responders.

Phonetico is not responsible for failure of emergency calling services to the fullest extent permitted by law.

10. Number Porting

Customer authorizes Phonetico to request number porting on its behalf.

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

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

11. Suspension of Services

Phonetico may suspend Services immediately for:

  • overdue payments

  • suspected fraud or abuse

  • network protection

  • legal or regulatory compliance

12. No Critical Use

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

Customer agrees to maintain backup communication methods where required.

13. Warranty Disclaimer

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

Phonetico disclaims all warranties including:

  • merchantability

  • fitness for a particular purpose

  • uninterrupted service availability

14. Limitation of Liability

To the maximum extent permitted by law:

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

  • loss of revenue

  • loss of business

  • loss of data

  • missed communications

  • service downtime

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

15. Indemnification

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

  • misuse of Services

  • violation of laws or regulations

  • improper use of telecommunications services

  • third-party claims related to Customer activity

16. Force Majeure

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

  • natural disasters

  • power or internet outages

  • carrier failures

  • government actions

  • infrastructure disruptions

17. Confidentiality

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

18. Data & Account Ownership

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

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

19. Refunds & Credits

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

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

20. Governing Law

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

21. Entire Agreement

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

22. Acceptance of Terms

Customer agrees to this Agreement by:

  • signing up for Services

  • placing an order

  • using the Services

  • continuing use after being notified of these terms

23. Consumer Acknowledgement

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

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