Last Revision: April 30, 2018
These Business Terms and Conditions (the “BTAC”) apply to all the Bell MTS services (the “Bell MTS Services” or “Services”) provided to you or your business (“you”) by Bell MTS, a division of Bell Canada (“Bell MTS”) set out in any service agreement (the “Service Agreements”) that refers to these BTAC. These BTAC and the Service Agreements, along with any related confirmation schedules and statements of work all taken together form the entire agreement (“Agreement”). By using the Services, you agree that you have read, understood and are bound by these BTAC. Bell MTS may amend these BTAC from time to time and will update the revision date on this website to indicate when changes have been made. All changes will take effect within 30 days of being posted. Your continued use of the Services after the changes take effect constitutes your acceptance of the BTAC as amended. Please review information posted on this website, or supplied to you by Bell MTS, regularly in order to obtain timely notice of such changes. If there is an inconsistency or conflict between the BTAC and any Service Agreement, then the Service Agreement prevails to the extent of the conflict.
- Services & Facilities: This Agreement is for Bell MTS Services, together with any additional features and/or equipment provided by Bell MTS that you may need to receive the Services (the “Facilities”), such as lines, trunks, mailboxes, devices, modems, routers, accessories, hardware, networks, platforms, batteries and/or other products. References to “Services” in this Agreement will include the related Facilities, where applicable.
- Initial and Future Orders: The first Service Agreement for any Bell MTS Service sets out your initial order for that particular Service. If you order additional Facilities, Bell MTS may, at its sole discretion: i) deem such additional Facilities to form part of your existing Service Agreement and may issue you a confirmation schedule (“Confirmation Schedule”) confirming the charges payable, the number of months remaining in the Initial Term or the Renewal Term, as the case may be, for such additional orders, or any other changes in the Facilities or the Services; or ii) require you to enter into a new Service Agreement for the additional Facilities. A Confirmation Schedule issued to you by Bell MTS will be deemed correct and binding if you do not object in writing within 10 days of receiving the Confirmation Schedule.
INVOICE & PAYMENTS
- Invoices: Once the Service is installed, Bell MTS will have the right to begin invoicing you the recurring monthly charges (“Monthly Charges”), one-time services charges and any other applicable charges and taxes (collectively, the “Charges”) for the Service set out in the applicable Service Agreement. Bell MTS will invoice you monthly.
- Payment: You must pay all Charges due for Bell MTS Services within 30 days of Bell MTS’s invoice date. If special facilities or equipment are necessary, or if Bell MTS incurs any unusual expense to provide Services to you, Bell MTS can invoice you an additional Charge.
- Late Payments: If payment is not received by Bell MTS within 30 days of the invoice date, you will be charged interest at the rate specified on your invoice.
- Changes to the Charges: The Charges are subject to change: (a) upon 30 days’ notice to you if (i) the rates specified in the applicable Tariff are changed as approved by the CRTC (see s.9), or (ii) Bell MTS revises the Charges for forborne (see s.10) or unregulated Services; or (b) upon a Renewal Term (see s.24).
- Upon Termination: On termination of this Agreement, all Charges and any interest will become immediately due and payable. You agree not to deduct or set-off any amount from the Charges due to Bell MTS under this Agreement.
- Credit Rating: You agree that Bell MTS has the right to check your credit rating from time to time, including the receipt and exchange of credit information with other parties.
- Tariffs: For Bell MTS Services that are regulated by the Canadian Radio-television and Telecommunications Commission (“CRTC”) (“Regulated Bell MTS Services”), the tariffs located at bellmts.ca/tariffs (“Tariffs”) apply in addition to this Agreement. If there is an inconsistency or conflict between this Agreement and a Tariff, then the Tariff prevails to the extent of the conflict. If the Services constitute a “bundle” pursuant to certain decisions of the CRTC, such Services may be subject to the prior approval of the CRTC, and the rates, terms and conditions specified in the applicable Service Agreement will become effective upon final approval by the CRTC. The Charges for Regulated Bell MTS Services are subject to change upon 30 days’ notice to you in the event that the rates specified in the applicable Tariff are changed as approved by the CRTC.
- Forbearance: If the CRTC decides it will no longer regulate a Regulated Bell MTS Service or a feature of a Regulated Bell MTS Service (sometimes referred to as “forbearance”), the terms of the Tariff will continue to apply to the extent such terms are not otherwise addressed in this Agreement, provided that Bell MTS may change the Charges for forborne Services upon 30 days’ notice to you.
- Customer Obligations: For certain Services or for certain equipment that you agree to lease from Bell MTS (the “Equipment”), you will need to provide or arrange for at your expense all electrical requirements and any other equipment or physical arrangements required in connection with the Services or the Equipment, such as data access facilities, network facilities, station equipment and operating systems, which must meet any specifications and requirements prescribed by Bell MTS.
- Relocation: You must not remove or relocate any Services or the Equipment from the service address without Bell MTS’s permission. If you request a relocation of Services or Equipment, Bell MTS will do so at your expense, except that Bell MTS will have no obligation to relocate the Services or the Equipment to a service address outside of Manitoba.
- Installation: Bell MTS will use commercially reasonable efforts to complete the installation of the Equipment, where applicable, and make the Services available to you on the proposed installation date.
- Repair: Bell MTS will maintain any Bell MTS Equipment and the Services in accordance with its normal schedules and practices for maintenance and repair, and will respond to your repair requests on a commercially reasonable efforts basis between 8:00 a.m. – 4:30 p.m., Monday through Friday, excluding statutory holidays and other holidays observed in Manitoba. If you request, and Bell MTS agrees, to perform any repair outside of Bell MTS’s normal schedules, those repairs will be performed at your expense at prevailing rates for labour, travel and overtime unless you’ve entered into a separate maintenance or service agreement with Bell MTS in respect of the Bell MTS Equipment or the Services, which would then prevail. You acknowledge that Bell MTS’s ability to provide repair and maintenance services in respect of the Services depends upon Bell MTS’s sources of supply and available facilities. You must not permit anyone other than Bell MTS to repair, remove, rearrange, alter, modify or make any adjustments to the Equipment or the Services. Bell MTS’s obligations under this Agreement do not extend to any relocation, maintenance, repairs, rearrangements, alterations, modifications, or adjustments that may be required, that are due to, resulting from, or related in any way to, damage, misuse or failure on your part to maintain adequate electrical power, air conditioning, temperature, humidity levels or a suitable operating environment for the Equipment or the Services; or the attachment, interconnection or use of the Equipment or the Services with accessories, equipment or services not provided or maintained by Bell MTS; or any other cause that is external to the Equipment or the Services. Any maintenance or repairs performed by Bell MTS due to any of the above will be at your expense at Bell MTS’s prevailing rates and terms. You must not change the normal operating environment of the Equipment or the Services without obtaining prior authorization from Bell MTS. You must provide Bell MTS with obstacle-free and unobstructed access to the Equipment and the Services at all times.
- Safety: Bell MTS will comply with your on-site safety requirements where applicable. Any protective clothing or special equipment that you require must be provided by you at no cost to Bell MTS. Bell MTS reserves the right to refuse to do any work that, in its opinion, would have to be done in hazardous conditions. Bell MTS will not be responsible in any way to you for any refusal to work in hazardous conditions.
- Title: Unless a Service Agreement specifically indicates that equipment is being sold to you, any Equipment or Facilities provided by Bell MTS in connection with the Services will be the sole and exclusive property of Bell MTS at all times, and you will have no right of property therein except the right to use such Equipment or Facilities upon the terms and conditions of this Agreement. You must not remove, deface or obscure any labels on the Equipment or Facilities which indicate that Bell MTS is the owner. You must keep the Equipment or Facilities free of all levies, liens and encumbrances. You agree that no equipment, apparatus, circuits, devices or services not provided by Bell MTS will be attached to, or used so as to operate the Equipment in any way, whether physical, by induction or otherwise, except as permitted by Bell MTS in accordance with its Tariffs.
- Damage: If any Facilities or Equipment are damaged, lost, stolen or destroyed, you will be responsible for the cost of repairing or replacing that Facility or Equipment.
USE OF SERVICES
- Training: Training may be available to you for certain Services upon request. Charges for such training may apply.
- Prohibited Uses: You must not:
- resell any part of the Services, except with Bell MTS’s prior written consent;
- upload or download, post, publish, retrieve, transmit, or otherwise reproduce, distribute or provide access to information, software or other content or material in connection with the use of the Services which is confidential or is protected by copyright or other intellectual property rights including any broadcast, sound recording, communication signal, telecommunication, musical work, cinematographic work, performance, photograph or computer program, without prior authorization from the rights holder(s). You shall cause your end users to comply with the foregoing;
- tamper with, alter, rearrange or otherwise interfere with any part of the Services, or
- otherwise abuse or fraudulently use the Services, including using the Services:
- in any manner that interferes with the Services or Bell MTS’s network or equipment, or access thereto by others;
- contrary to reasonable instructions communicated to you by Bell MTS;
- for any purpose or in any way that, directly or indirectly, violates applicable laws or any third party rights; or
- in a manner to avoid the payment of Charges.
Bell MTS is not liable for any failure to provide the Services in accordance with the Agreement resulting from your failure to comply with any of the obligations set out in this section 19. If your failure to comply with any of the obligations in this section 19 materially adversely affects Bell MTS including Bell MTS’ or a Bell MTS’ provider network, the Services or the ability of other customers to receive services from Bell MTS, Bell MTS may take all actions which it considers necessary to address such effect including the immediate suspension of or restriction on the use of the Services.
You agree to indemnify and save Bell MTS harmless from and against all losses, liabilities, damages of any type, and expenses arising from any of your acts or omissions, including any use of the Services for any purpose or in any manner contrary to this Agreement.
- Privacy Code: Bell MTS collects, protects, uses and discloses your personal information in a manner consistent with Bell MTS’s Privacy Code available at bellmts.ca/privacy, and applicable laws.
- Your Confidential Information: Unless you provide express consent or disclosure is pursuant to a legal power, all of your information kept by Bell MTS other than your name, address and listed telephone number (“Your Confidential Information”) shall be confidential and shall not be disclosed by Bell MTS to anyone other than:
- a person who, in the reasonable judgment of Bell MTS, is seeking the information as your agent;
- another telephone company, provided Your Confidential Information is required for the efficient and cost-effective provision of telephone service and disclosure is made on a confidential basis with Your Confidential Information to be used only for that purpose;
- a company involved in supplying you with telephone directories, or telephone directory-related services, provided Your Confidential Information is required for that purpose and disclosure is made on a confidential basis with Your Confidential Information to be used only for that purpose;
- an agent used by Bell MTS to evaluate your creditworthiness or to collect your account, provided Your Confidential Information is required for that purpose and disclosure is made on a confidential basis with Your Confidential Information to be used only for that purpose;
- a public authority or agent of a public authority, if in the reasonable judgment of Bell MTS, it appears that there is imminent danger to life or property which could be avoided or minimized by disclosure of Your Confidential Information; or
- an affiliate involved in supplying you with telecommunications and/or broadcasting 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.
It is understood and agreed that your express consent may be taken to be given where you provide written consent; oral confirmation verified by an independent third party; electronic confirmation through the use of a toll-free number; electronic confirmation via the Internet; oral consent where an audio recording of the consent is retained by Bell MTS; or consent through other methods as long as an objective documented record of the consent is created by you or an independent third party.
- BTAC: These BTAC come into effect on the date that you access or use any Bell MTS Service and will remain in effect as long as you are receiving any Bell MTS Service.
- Service Term: The initial term (“Initial Term”) for any Bell MTS Service will be set out in the applicable Service Agreement and will start upon completion of installation of the Service.
- Renewal Term: At the end of the Initial Term, the Services will automatically renew for successive renewal periods of the length set out in the Service Agreement (“Renewal Term”), unless either party gives the other written notice of termination at least 30 days before the end of the Initial Term or Renewal Term, as the case may be. The Charges payable by you during the Renewal Term will be the then current rates for Services of the length of the Renewal Term. For example, if you have a 36 month (3 year) Initial Term, and the Renewal Term is the ‘Same as the Initial Term’, then unless notice of termination is received thirty (30) days prior to the expiry of the Initial Term, your Service Agreement will automatically renew for another 3 years at the rate then being charged by Bell MTS to its customers for 3 year Agreements. If, for example, you have a 12 month (1 year) Initial Term, and the Renewal Term is ‘Month-to-month’, then unless notice of termination is received thirty (30) days prior to the expiry of the Initial Term, your Service Agreement will automatically renew on a month-to-month basis at Bell MTS’s then applicable month-to-month rate until the Service Agreement is terminated.
- For Cause by Either Party: Either party can terminate this Agreement or all or any part of the Services for cause, at any time by providing written notice to the other party, if the other party makes an assignment for the benefit of creditors or takes any other action for the benefit of creditors, becomes bankrupt or insolvent, or takes the benefit of, or becomes subject to, any legislation in force relating to bankruptcy or insolvency.
- For Cause by Bell MTS: Bell MTS can suspend all or any part of the Services or take possession of Equipment or terminate this Agreement for cause if:
- you default in payment of the Charges or any other amount due to Bell MTS, which continues for 3 days after written notice to you; or
- you are in default of a material obligation under this Agreement (other than a default in payment as specified above), which continues for 10 days after written notice to you.
- Without Cause by You: You may terminate this Agreement or all or any part of the Services without cause, at any time by providing written notice to Bell MTS.
- During Initial Term: Unless otherwise specified in the applicable Service Agreement or any relevant Tariff, if Services are terminated during the Initial Term by Bell MTS for cause, or by you without cause, you agree to pay to Bell MTS a termination charge (the “Termination Charge”) equal to the Monthly Charges for the particular Services that are being terminated multiplied by the number of months remaining in the Initial Term as at the date of termination.
- During Renewal Term: Unless otherwise specified in the applicable Service Agreement or any relevant Tariff, if Services are terminated during a Renewal Term by Bell MTS for cause, or by you without cause, you agree to pay to Bell MTS a benefit repayment (“Benefit Repayment”) equal to the difference between the Monthly Charge for the particular Services that are being terminated and the best available monthly rate that you would have been charged for a Service subscription equivalent to the actual length of time that the Renewal Term was in effect, multiplied by the number of months that the Renewal Term was actually in effect. For example, if your Renewal Term was 60 months (5 years), and the Services were terminated 38 months into the Renewal Term, you would be charged the difference between Bell MTS’s 5-year rate and 3-year rate for those 38 months that the Renewal Term was in effect.
- General: Termination Charges and Benefit Repayments are to be paid in single payments. They are not penalties; they are estimates of damages suffered by Bell MTS as a result of your early termination of Services. The calculation of Termination Charges and Benefit Repayments in the case of a reduction in a Service will be based on the total quantity of such Service subscribed to by you as at the date of reduction of such Service. The termination of all or any part of this Agreement will not relieve you from any liability, including amounts owing to Bell MTS, accrued under this Agreement prior to termination.
SERVICE DISCLAIMER & RIGHTS AND REMEDIES
- Service Disclaimer: Except as expressly stated in any Service Agreement, Bell MTS does not warrant that the operation of the Equipment or the Services will be uninterrupted or error-free. In the event of Service interruptions lasting twenty-four (24) hours or longer from Bell MTS’s receipt of notification by you, Bell MTS, upon your request, will provide you a credit or refund of the Charges proportionate to the length of the Service interruption commencing from Bell MTS’s receipt of your notification. Notwithstanding any other provisions of this Agreement, such credit or refund shall be your sole and exclusive remedy, at law or in equity, relating to non-performance of the Services. Except as expressly stated in any Service Agreement, Bell MTS makes no warranties, representations or conditions of any nature whatsoever, either express or implied, including, without limitation, any warranty, representation or condition of fitness for a particular purpose or merchantability with respect to the Services, and all warranties, representations and conditions, express or implied, are, to the extent permitted by applicable law, hereby excluded.
LIMITS OF LIABILITY
- LIABILITY FOR DAMAGES: Bell MTS AND THE Bell MTS PROVIDERS' TOTAL CUMULATIVE LIABILITY FOR DAMAGES, EXPENSES, COSTS, LIABILITY, CLAIMS OR LOSSES (COLLECTIVELY, “DAMAGES”) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE PROVISION OF SERVICES UNDER THE AGREEMENT, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, IS LIMITED TO DIRECT, ACTUAL, PROVABLE DAMAGES AND WILL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AGGREGATE MONTHLY FEES PAID BY YOU FOR THE SPECIFIC SERVICE(S) GIVING RISE TO THE DAMAGES DURING THE THREE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO THE DAMAGES LESS ALL AMOUNTS PAID FOR PREVIOUS DAMAGES, IF ANY.
THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO DAMAGES ARISING FROM BODILY INJURY (INCLUDING DEATH) SUSTAINED BY YOU AS A RESULT OF ANY NEGLIGENT ACT OR OMISSION OR WILFUL MISCONDUCT ON THE PART OF Bell MTS OR THE Bell MTS PROVIDERS ARISING FROM ITS PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
- Limit of Either Party’s Liability: NOTWITHSTANDING anything in this Agreement, in no event will either party be liable to the other party or to any third party for any indirect, special, consequential, incidental, economic or punitive damages, including, without limitation, loss of data, loss of income, loss of profit or failure to realize expected savings, even if such party has been advised of, had knowledge of, or reasonably could have foreseen, the possibility of such damages
- Notices: Any notices or other written communications under this Agreement (the “Notice”) must be in writing and personally delivered, sent by facsimile or mailed to the address specified on the applicable Service Agreement. A Notice delivered personally or by facsimile will be deemed to have been received the same business day, or if the day on which the Notice was sent is not a business day, on the next business day. A Notice sent by mail will be deemed to have been received three (3) business days after the date of mailing. Either party may change its address or particulars for receiving Notices by giving notice as provided in this section.
- Assignment: You cannot assign this Agreement without Bell MTS’s prior written consent. Bell MTS may assign all or part of this Agreement without your consent. This Agreement shall be binding upon, and shall enure to the benefit of, the parties and their respective successors and permitted assigns.
- Governing Law: This Agreement is governed by the laws of Manitoba and the laws of Canada applicable in Manitoba. You agree to attorn to the jurisdiction of the courts of Manitoba, and that any legal proceedings will be brought only in Manitoba.
- Force Majeure: If there is a default or delay in a party’s performance of its obligations under this Agreement (except for the obligation to make any payments under this Agreement), and the default or delay is caused by circumstances beyond the reasonable control of that party including fire, flood, earthquake, elements of nature, acts of God, epidemic, pandemic, explosion, power failure, third party caused damage to network infrastructure (e.g., a cable cut), war, terrorism, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then that party shall not be liable for that default or delay, and shall be excused from further performance of the affected obligations on a day by day basis, if that party uses commercially reasonable efforts to expeditiously remove the causes of such default or delay in its performance.
- Severability: If any part of this Agreement becomes outdated, prohibited or unenforceable, the remaining terms and conditions shall continue to apply.
- Waiver: If Bell MTS decides not to enforce any part of this Agreement for any period of time, the term still remains valid and Bell MTS can enforce it in the future.
- Entire Agreement: The Agreement represents the entire agreement between you and Bell MTS regarding the provision of the Services, and cancels, replaces and supersedes all existing agreements and understandings, written or oral, between the parties relating to the Services. Other than these BTAC, the Agreement may only be amended by a written instrument signed by the parties.
- Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. Either party may deliver an executed copy of the Agreement by fax or other electronic transmission.