Business Terms of Service

These Business Terms of Service ("Terms") constitute a legally binding agreement between ACVoIP, a division of Valstar Consulting ("ACVoIP", "we", "us", or "our"), and the business entity or organization ("Customer", "you", or "your") that has subscribed to ACVoIP Business Services.

By subscribing to, accessing, or using ACVoIP Business Services, Customer acknowledges that it has read, understood, and agrees to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If Customer does not agree to these Terms, Customer must not use our Services.

1. Definitions

"Affiliate" of a party means any entity which controls, is under common control with, or is controlled by, that party.

"ACVoIP" means ACVoIP, a division of Valstar Consulting, its Affiliates, successors and assigns, and their respective employees, directors, and officers.

"Charges"means the fees, rates and charges for the Services as set out in ACVoIP's published pricing or as otherwise invoiced by ACVoIP in accordance with these Terms, which may include Third Party charges incurred by ACVoIP.

"Claims" means any claim, demand, liability, damage, loss, suit, action, investigation, proceeding or cause of action between ACVoIP and the Customer or between either party and a Third Party, and all related costs and expenses, including without limitation, legal fees and expenses.

"Confidential Information"means either party's confidential technical and business information, including without limitation, information relating to inventions, software, research and development, future product specifications, engineering processes, network architecture, costs, profit or margin information, customer or prospective customer information, and marketing and business plans.

"Confidential Information" does not include information which: (a) is or becomes publicly known otherwise than by reason of a breach of these Terms; (b) has been independently developed outside the scope of these Terms and without reference to or knowledge of the other party's Confidential Information; (c) is previously known to a party free of any obligation to keep it confidential; or (d) is required to be disclosed pursuant to subpoena, court order, or other governmental or legal process, whereupon the receiving party shall provide prompt written notice to the disclosing party prior to such disclosure, so that the disclosing party may seek a protective order or other available relief.

"Content"means information made available, displayed or transmitted in connection with a Service including, without limitation, all trade-marks and domain names as well as the contents of any bulletin boards or chat forums, all updates, upgrades, modifications and other versions of any of the foregoing, and information made available by means of an HTML "hot link," a Third Party posting or similar means.

"Customer"means the company or other corporate entity or organization that has subscribed to ACVoIP Business Services, and includes the Customer's Affiliates, Users, and each of their respective employees, directors, and officers.

"Customer Location"means the Customer's business address or location for the purposes of Service delivery, as specified in Customer's account or otherwise agreed to by the parties in writing.

"Facilities"means any network facilities, fibre, conduit, equipment, hardware or software provided in connection with ACVoIP's delivery of the Services or the Customer's use of the Services.

"Force Majeure Event"means any event beyond the reasonable control of a party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions or regulations, labor disputes, utility or telecommunications failures, internet backbone failures, cyber attacks, or other events beyond the affected party's reasonable control.

"Services" means collectively any product(s) and service(s) provided by ACVoIP to the Customer including, but not limited to, Business VoIP services, Internet Faxing services, conference bridge services, hosted and managed PBX solutions, and any related products or features, but does not include the provision of any non-forborne or regulated services.

"Third Party"means a party other than ACVoIP or Customer (including ACVoIP's Affiliates).

"User" means any person the Customer permits to access or use the Services.

"Web Portal"means a secure facility maintained on ACVoIP's servers, which is available to Customers to facilitate the Customers' management of the Services.

2. Service Responsibilities (ACVoIP)

2.1 ACVoIP shall provide the Services to the Customer in a professional and workmanlike manner in accordance with these Terms, provided however that ACVoIP continues to use the requisite technology for such Services, the Services continue to be an ACVoIP supported service, and ACVoIP is permitted by law to provide the Services.

2.2Certain of the Services, or components of the Services may be provided by ACVoIP's Affiliates or suppliers. All Services provided through an Affiliate or supplier shall be subject to and governed by the terms and conditions of these Terms as if such Services were provided directly by ACVoIP.

3. Service Responsibilities (Customer)

3.1 General

3.1.1 Unless otherwise expressly provided in writing, the Customer shall not resell the Services or otherwise make the Services available to Third Parties for value. If Customer resells the Services contrary to these Terms, then effective the date of resale, Customer will be subject to the then prevailing terms and conditions as applicable to Resellers of ACVoIP Services; and ACVoIP may, at its sole discretion terminate these Terms or affected Service immediately without notice.

3.1.2 The Customer shall co-operate with ACVoIP to provide and maintain the Services. This includes, among other things, providing and maintaining the Customer Locations (including supplying power and other utilities) and Customer-provided Facilities in accordance with any specifications that may be provided by ACVoIP to the Customer.

3.1.3The Customer shall be responsible for Customer's use of the Services and Content. The Customer shall use the Services and Content in compliance with these Terms, all applicable laws, regulations and written and electronic instructions for use, and shall not interfere with any ACVoIP Facilities or ACVoIP's ability to provide the Services to the Customer or others.

3.1.4Unless otherwise required by law or regulatory authority, if Customer's use of the Services interferes with any ACVoIP Facilities or ACVoIP's ability to provide the Services to the Customer or others, or if ACVoIP suspects or receives notice (followed by reasonable investigation) that the Customer's use of the Services or Content may violate any laws or regulations, ACVoIP may, at its sole discretion: (a) suspend the affected Service without notice if such use interferes with any ACVoIP Facilities or ACVoIP's ability to provide the Services to others; or (b) if the interference or violation is not remedied or capable of remedy within twenty-four (24) hours of ACVoIP's notice to the Customer, (i) terminate these Terms, the affected Service; or (ii) suspend the affected Service and remove or require the Customer to remove the Customer's Content from the affected Service. ACVoIP's actions or inaction under this Section shall not constitute review or approval of the Customer's use of the Services or Content. ACVoIP shall use reasonable efforts to provide notice to the Customer before taking action under (b) contemplated in this Section 3.1.4.

3.1.5The Customer shall ensure that Customer complies with the terms and conditions of these Terms. The Customer shall be responsible for Customer's failure to comply with the terms and conditions of these Terms, Customer's use of the Services and Customer's Content. Customer shall be jointly and severally liable for the obligations of any Affiliate who orders Services from ACVoIP under these Terms.

3.1.6 The Customer shall observe and abide by the National Do-Not-Call List maintained by the CRTC. Failure to do so may constitute cause for ACVoIP to suspend services in part or in full.

3.1.7The Customer shall observe and abide by the anti-spam regulations set by the CRTC and Canada's Anti-Spam Legislation (CASL). Failure to do so may constitute cause for ACVoIP to suspend services in part or in full.

3.1.8 The Customer shall be solely responsible for any legal action or regulatory action arising from failure to abide by sections 3.1.6 and/or 3.1.7.

3.2 Web Portal

3.2.1 Access to and use of the Web Portal by the Customer is authorized only through a User ID and password(s) issued by ACVoIP. The Customer is responsible for maintaining the confidentiality of the User ID and password(s) and for all activities that occur under such User ID and password(s). The Customer shall contact ACVoIP immediately if the Customer has any reason to believe that the User ID or password(s) have been compromised.

3.2.2 The Customer acknowledges and agrees that any change made through the Web Portal to the type of Services purchased by the Customer from ACVoIP will be as effective as if it had been made through a written agreement between the parties. Notwithstanding the foregoing, the Web Portal cannot be used to change any terms and conditions relating to the Services (such terms and conditions can only be changed by written amendment signed by authorized representatives of each party), and no cancellation of a Service through the Web Portal shall be considered effective unless such cancellation is made in accordance with these Terms and confirmed in writing by ACVoIP.

3.2.3While ACVoIP uses reasonable efforts to include accurate, up-to-date information on the Web Portal, ACVoIP makes no warranties, representations or guarantees as to its accuracy and assumes no liability for any errors or omissions in the information available through the Web Portal. ACVoIP reserves the right (at any time, in its sole discretion and without prior notice to the Customer) to: (a) change, remove or terminate the functions associated with ACVoIP's Web Portal; or (b) deny access to and use of the Web Portal.

4. Charges and Billing

4.1Unless otherwise agreed to by the parties in writing, Charges for each Service shall begin to accrue upon the date such Service is provisioned by ACVoIP. The Customer shall pay to ACVoIP the Charges for the Services in accordance with ACVoIP's published pricing. In the event that ACVoIP, with Customer's approval, incurs unusual expense in the provision of a Service, for example and without limitation, for securing rights of way or for special construction, Customer will pay for such expenses in accordance with this Section 4. The Charges shall remain in effect during the term of service. Notwithstanding the foregoing, Charges for the Services are subject to change at any time if Third Party charges in connection with a Service are increased or newly charged to ACVoIP. Such Third Party charges may include, but are not limited to, Charges for services, changes, connections, disconnections or terminations of a Service or any component of a Service, including individual circuits, lines or features.

4.2The Customer shall pay all monthly recurring Charges in advance and all other Charges monthly in arrears. All Charges shall be payable thirty (30) days from the invoice date, and shall be exclusive of any value added tax, goods and services tax, or other transaction or indirect tax, fee or surcharge (collectively, the "Taxes") that may apply, including any related interest, penalty or similar charge. The Customer shall pay all Taxes that apply to the Services.

4.3If the Customer is late in making any payment, or if the Customer's bank returns any payment, the Customer shall reimburse ACVoIP for any reasonable collection costs ACVoIP incurs. The Customer shall pay interest on any late payments at the lower of 3.5% per month or the maximum rate allowed by applicable law.

4.4The Customer shall pay for any reasonable costs that ACVoIP incurs to conduct an on-site service call or restore a suspended Service, if the service call or suspension results from faulty Customer-provided Facilities or Customer's failure to comply with these Terms.

4.5In the event that the Customer requests provision of the Services at a Customer location to which ACVoIP does not have existing facilities and a fibre build, lease of Third Party facilities or other special arrangement is required in order to accommodate the request (a "Special Build"), the Customer shall pay ACVoIP the actual cost of the Special Build (whether by way of a lump sum payment or monthly payment).

4.6The Customer shall review the Customer's invoices and inform ACVoIP promptly in writing of any errors, omissions or irregularities. The Customer shall pay the undisputed portion of any invoice when due. If the Customer disputes a portion of an invoice, the Customer shall give ACVoIP written notice within six (6) months of the invoice date, otherwise the Customer shall be considered to have accepted the accuracy and validity of the invoice. In the event that any dispute respecting an invoice under this Section 4.6 is not resolved within sixty (60) calendar days, ACVoIP shall be entitled to treat the invoice as being an unpaid and undisputed invoice and ACVoIP shall have the right to pursue all remedies that it may have available to it under these Terms and by law.

4.7The Customer shall be responsible for paying a previously unbilled or underbilled Charge, provided that the maximum period of the payment adjustment shall be six (6) months (even if the Customer's use of the Service exceeds such six (6) month period). In the event there has been deception by the Customer regarding a Charge, Customer shall be responsible for paying a previously un-billed or under-billed Charge for the entire period of such deception.

4.8In the event that there is an adverse change in the Customer's financial position, business prospects or payment history under these Terms, ACVoIP may require that the Customer provide ACVoIP with a security deposit or increase the amount of a security deposit, as the case may be, as security for the full and faithful performance of the Customer of the terms, conditions and covenants of these Terms. In the event that the Customer does not comply with ACVoIP's requirements, ACVoIP reserves the right to suspend any or all Services under these Terms without further notice until ACVoIP's requirements are met. The Customer acknowledges and agrees that ACVoIP may conduct any credit inquiries necessary to review the Customer's payment history.

4.9The Customer is responsible and liable for payment of all calls originating from or passing through the Facilities (including telephones), whether charged to Customer's account or not, including all applicable Service and usage Charges associated with such calls, regardless of who made the calls, who accepted the Charges, or how the Facilities were intercepted. ACVoIP, if it so elects, may collect all or part of the Charges referred to in the preceding sentence, from the person placing the call or from any person who may otherwise be responsible for the Charges incurred.

4.10 In the event the Customer wishes to unilaterally change the location where all or portion of the Services is provided, Customer acknowledges that such migration may result in an increase to the applicable Charges. In such circumstances, Customer and ACVoIP must enter into discussions to negotiate a mutually agreeable amendment to the Service terms, failing which the parties may terminate the Service, subject to the payment of any applicable Termination Charge by the Customer in accordance with Section 6.

5. Facilities

5.1Each party shall continue to own its respective Facilities. Neither the Customer nor ACVoIP shall create or permit any liens or encumbrances on the other party's Facilities.

5.2ACVoIP: (a) is the owner of all right, title and interest in all Facilities supplied, built or otherwise provided by ACVoIP, whether or not the Customer has paid any costs towards the purchase and supply of such Facilities (including, without limitation, any Special Build) (the "ACVoIP Facilities"); or (b) has obtained the right to make the ACVoIP Facilities available for use by the Customer from a Third Party. The Customer shall have no rights in the ACVoIP Facilities.

5.3The Customer shall not make any change or repair to ACVoIP's Facilities, connect any of the Customer provided Facilities to ACVoIP's Facilities, or allow access to ACVoIP's Facilities without ACVoIP's prior written consent. ACVoIP may, without notice to the Customer, migrate the Services to ACVoIP's Facilities, or to a new technology, provided the Services are not impaired. If required, the Customer shall provide reasonable cooperation to ACVoIP with respect to any such migration.

5.4The Customer shall be responsible for the security of and any loss or damage to ACVoIP Facilities located on the Customer's premises, reasonable wear and tear excepted.

5.5ACVoIP grants the Customer a personal, non-transferable and nonexclusive licence to use, in object code form, any software provided by ACVoIP under these Terms, provided: (a) the Customer uses the software solely in connection with the Services and in accordance with the applicable written and electronic documentation ("Documentation"); (b) the Customer does not reverse engineer the software to derive its source code; (c) the Customer does not copy or download the software, except as permitted in the Documentation; and (d) the Customer complies with any additional terms and conditions that are provided with any Third-Party software.

5.6ACVoIP may make any routine or unscheduled maintenance, inspections, tests, repairs and adjustments ("Maintenance Activities") necessary to investigate, modify, repair or maintain the installation or operation of ACVoIP's Facilities or the Customer provided Facilities managed by ACVoIP and located on ACVoIP's premises. ACVoIP shall give the Customer reasonable notice of any such Maintenance Activities that may impact Service, except in cases of emergency (in which case, ACVoIP will notify the Customer as soon as reasonably possible thereafter).

5.7Upon reasonable notice to the Customer, the Customer shall provide timely access to ACVoIP to any of the Customer-provided Facilities located on the Customer's premises that ACVoIP may need for ACVoIP's Maintenance Activities. ACVoIP shall not be liable for any resulting Service problem in the event that the Customer does not provide such timely access.

5.8Upon the expiration or termination of these Terms or any Service, the Customer shall provide ACVoIP with access to the Customer-provided Facilities to enable the removal of ACVoIP's Facilities.

6. Term & Termination

6.1 Term

6.1.1The term of each Service shall begin on the date such Service is provisioned by ACVoIP (the "Service Acceptance Date"). The term shall automatically renew for successive one (1) month periods unless either party gives the other party prior written notice of termination at least thirty (30) days prior to the end of the then-current term.

6.1.2Upon expiry of the initial term and any time thereafter, ACVoIP has the right to increase the Charges for some or all of the Services provided that Customer is given no less than forty-five (45) days' written notice of this change. Should the Customer not be in agreement with the proposed increased Charges, Customer may terminate the applicable Service by providing thirty (30) days' written notice of termination no later than ninety (90) days of the date of the first invoice reflecting the increase, the whole without penalty, except for the obligation of Customer to pay for all Charges incurred up to the effective date of termination.

6.2 Termination for Cause

6.2.1 ACVoIP may terminate these Terms or a Service in accordance with Section 3.1.4.

6.2.2 If Customer breaches any payment obligation under these Terms, or either party breaches any material term or condition of these Terms, and the breach is not remedied by the breaching party within thirty (30) days after receipt of written notice by the non-breaching party, then the non-breaching party may immediately terminate for cause the applicable Service. Either party may immediately terminate these Terms if: (a) the other party breaches its obligations under Section 7 (Confidential Information) or Section 11.2 (trade-marks); (b) any proceeding under bankruptcy, creditor protection or similar law is commenced against the other party; or (c) a receiver is appointed for the other party.

6.3 Termination Notice

6.3.1 Where a party can terminate these Terms or a Service and unless otherwise stated in these Terms, each party shall provide the other party with thirty (30) days prior written notice of the termination of these Terms or a Service.

6.4 Termination Charge

6.4.1Unless otherwise expressly provided in writing, if the Customer terminates these Terms or a Service without cause, or if ACVoIP terminates these Terms or a Service with cause, the Customer shall pay ACVoIP an amount equal to 50% of the remainder of the Term, multiplied by the remaining number of billing periods ("Termination Charge").

6.4.2If the Customer delays a request for any Service after the Service Acceptance Date but before the Service is provisioned, the Customer shall pay a one-time installation charge ("Installation Charge") to cover any additional costs ACVoIP incurs that are attributable to such delay including, but not limited to, ordering Facilities, installing and provisioning such Service, and Third Party charges or costs incurred by ACVoIP for Special Builds.

6.4.3If the Customer cancels a request for any Service after the Service Acceptance Date but before the Service is provisioned, the Customer shall pay an Installation Charge to cover ACVoIP's reasonable costs that ACVoIP incurs that are attributable to such cancellation, including, but not limited to, ordering Facilities, installing and provisioning such Service, and Third Party charges or costs incurred by ACVoIP for Special Builds. For clarity, in the event Customer is subject to an Installation Charge pursuant to a cancelled Service under this paragraph, Customer shall not be subject to a Termination Charge as described in Section 6.4.1.

6.4.4 The Customer acknowledges that any Termination Charge or Installation Charge payable under this Section 6 is a realistic pre-estimate of the damages that ACVoIP shall suffer for the delay, cancellation or termination of the Service.

6.4.5 The Customer shall pay all Charges incurred up to the effective date of termination of these Terms or a Service, including without limitation, any amounts owing for a Special Build(s).

7. Confidential Information

7.1Each party shall keep confidential for three years after disclosure the disclosing party's Confidential Information (except software shall be kept confidential for an indefinite period), using at least the same precautions the receiving party uses to safeguard its own confidential or proprietary information.

7.2Each party shall use the disclosing party's Confidential Information solely to fulfill its obligations under these Terms. In the case of ACVoIP, this includes the ability to monitor and record the Customer's use of the Services in order to detect fraud, check quality, confirm compliance with these Terms, and to operate, maintain and repair the Services.

7.3Neither party shall disclose the disclosing party's Confidential Information, except to: (a) Affiliates, employees, directors, officers, and agents on a need-to-know basis, provided that such Affiliates and agents are not direct competitors of the disclosing party and agree in writing to use disclosure restrictions that are as restrictive as those contained in this Section 7; or (b) to the extent required by law.

7.4In order to fulfil its obligations under these Terms, ACVoIP may, without Customer's consent, disclose Customer's name, address, listed telephone number, domain name or 'IP' number to: (a) the Customer; (b) a person who, in the reasonable judgment of ACVoIP, is seeking the information as an agent of the Customer; (c) another telephone company, provided the information is required for the efficient and cost effective provision of telephone service and disclosure is made on a confidential basis with the information to be used only for that purpose; (d) a company involved in supplying the Customer with telephone or telephone directory related services, provided the information is required for that purpose and disclosure is made on a confidential basis with the information to be used only for that purpose; or (e) an agent retained by ACVoIP in the collection of Customer's account, provided the information is required for and is to be used only for that purpose. Unless otherwise stated in this Section 7, ACVoIP may only disclose Customer's Confidential Information with Customer's express consent.

7.5 ACVoIP shall only use personal information that ACVoIP collects in accordance with ACVoIP's Privacy Policy.

7.6 Notwithstanding any other provision of these Terms, ACVoIP may, at its sole discretion and without seeking the prior consent of the Customer, make public by way of the issuance of a news release, all or a portion of the following information with respect to the sale of Services: (a) name and logo of Customer; (b) type of Services sold to Customer; (c) the total value of the Services sold to Customer; and (d) the term of these Terms.

8. Limitations of Liability & Indemnity

8.1The parties shall be liable for and shall indemnify each other ("Liability") for any Claims arising in connection with these Terms in accordance with the following:

(a) for: (i) breach of Confidential Information obligations or software license obligations; (ii) bodily injury or death to any person or damage to any real or tangible property caused by negligence or willful misconduct; (iii) unlawful use of ACVoIP's Services, ACVoIP's Facilities or the Customer-provided Facilities; or (iv) damage caused by the Customer's Content, the Liability of each party shall be limited to proven direct damages;

(b) for errors and omissions of a party with respect to directory listings, the Liability of that party shall be limited to a refund or credit of any charges associated with such listings for the period during which the error or omission occurred; and

(c) for damages other than those described in Sections 8.1(a) and 8.1(b), the Liability of each party shall be limited to proven direct damages of the other party, not to exceed per claim (or in the aggregate during any twelve (12) month period) an amount equal to the amount paid by the Customer for the affected Service during the three (3) months preceding the month in which the damage occurred. Nothing in this Section 8.1 shall limit the Customer's responsibility for the payment of all properly due Charges for the Services under these Terms.

8.2 Notwithstanding any other provision in these Terms:

(a) neither party shall be liable for any indirect, incidental, consequential, punitive, reliance or special damages, including without limitation, damages for lost profits, advantage, savings or revenues of any kind, or increased cost of operations;

(b) neither party shall be liable for a Force Majeure Event except that Customer's obligation to pay for all Charges incurred for Services received will not be excused; and

(c) ACVoIP shall not be liable for any damages arising out of or relating to: (i) Facilities or Content provided by the Customer or Third Parties; (ii) delays with respect to the installation of Service(s) or the transfer of existing Service(s); (iii) Service interruptions, degradation, errors, delays or defects in transmission; (iv) unauthorized access to or theft, alteration, loss or destruction of the Customer's or Third Parties' applications, content, data, programs, information, network or systems by any means, including without limitation, viruses; or (v) any act or omission of the Customer or Third Parties.

8.3 The limitations of Liability in these Terms shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and whether or not the damages were foreseeable.

8.4For the purpose of this Section 8, the indemnified party shall include the indemnified party's employees, officers, directors, agents and suppliers.

9. Warranties

9.1 Unless otherwise expressly provided in writing, ACVoIP makes no representations, warranties, conditions or guarantees as to merchantable quality, fitness for a particular purpose or any other representations, warranties, conditions or guarantees regarding any Service or Facilities provided by ACVoIP to the Customer, whether express or implied in law or in fact, including without limitation, those relating to: (a) network transmission capacity; (b) whether data shall be transmitted in an uncorrupted form; (c) the security of any transmission or network; (d) the fault tolerance of the Service; and (e) the reliability or compatibility of Third Party Facilities which may be utilized by ACVoIP in providing, or by the Customer in using, the Service.

10. Fair Usage Policy

Business Services are subject to the Business Fair Usage Policy, which is incorporated into and forms part of these Terms. Customer acknowledges that usage exceeding the Fair Usage Policy limits may result in service modification, suspension, or termination, and/or retroactive rate adjustments as specified in the Business Fair Usage Policy.

11. Regulatory Requirements

11.1If the Canadian Radio-television and Telecommunications Commission ("CRTC"), a foreign or state regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order which has the effect of increasing the cost to provide the Services or canceling, changing, or superseding any material term or provision of these Terms (collectively "Regulatory Requirement"), then these Terms shall be deemed modified in such a way as is necessary to comply with such Regulatory Requirement. In the event that any Service becomes subject to a tariff imposed by the CRTC, the parties agree to adjust the Charges in order to meet the tariff rate. In addition, the parties acknowledge and agree that the terms and conditions contained or incorporated by reference in such tariff shall, to the extent of any conflict or inconsistency, prevail over any provision of these Terms.

12. General Provisions

12.1The Customer is not entitled to property rights in dial numbers, "IP" numbers or domain names assigned to the Customer. ACVoIP may change any numbers or domain names assigned to the Customer, if ACVoIP is required to do so by any legal or regulatory authority, or other service provider.

12.2Neither party shall use the other party's trade names, logos, or trademarks (collectively "Marks") without the other party's prior written consent. This written consent may be revoked at any time.

12.3 Except as expressly provided in these Terms, no amendment or waiver of these Terms shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of these Terms shall constitute a waiver of any other provision nor shall any waiver of any provision of these Terms constitute a continuing waiver or operate as a waiver of, or estoppel with respect to any subsequent failure to comply.

12.4The Customer may not assign these Terms without ACVoIP's prior written consent, which consent shall not be unreasonably withheld. ACVoIP may assign these Terms without Customer's consent; for clarity, failure to notify the Customer of an assignment will not impact the validity and enforceability of these Terms.

12.5 If any portion of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.

12.6 Unless otherwise specified in these Terms, any legal action arising in connection with these Terms must be brought within two (2) years after the cause of action arises.

12.7 Any notices to the other party shall be in writing and either sent or delivered by regular, certified or registered mail, sent by express courier, e-mail or hand delivery and addressed to each party at the address set out in these Terms, or such other address that a party indicates in writing. Unless otherwise provided in these Terms, all notices to ACVoIP shall be directed to: ACVoIP, A Division of Valstar Consulting, Calgary, Alberta, Canada.

12.8 The laws in effect in the Province of Alberta shall apply to these Terms. The parties agree that jurisdiction and venue in the courts of the Province of Alberta is appropriate, and that any legal proceedings shall be brought only in the Province of Alberta.

12.9 All dollar amounts referred to in these Terms are in lawful money of Canada unless expressly indicated otherwise.

12.10The parties' obligations, which by their nature would continue beyond the termination or expiration of these Terms, including without limitation, obligations regarding confidentiality, trade-marks, and limitations of liability, shall survive such termination or expiration.

12.11 These Terms, as may be amended by the parties in writing from time to time, constitutes the entire agreement between the parties with respect to the Services. These Terms supersedes all prior agreements, proposals, representations, statements or understandings, whether written or oral with respect to the Services. Any purchase order submitted by the Customer to ACVoIP shall be used only for invoice processing and order purposes.

12.12 In the event of any conflict or inconsistency between these Terms, any Service Schedule or any other written agreement between the parties, such documents shall be interpreted in accordance with the following order of priority: (a) these Terms; (b) the other written agreement, including without limitation, a purchase order submitted by the Customer to ACVoIP.

12.13 The parties confirm that it is their wish that these Terms, as well as all other documents relating thereto, including all notices, be drawn up in the English language only.

13. Contact Information

For questions, concerns, or notices regarding these Business Terms of Service, please contact: