General Terms of Use

1. Definitions

In this contract, the following terms have the meanings set out below:

VoIP Service

Our Internet Protocol telephony service as described on our website.

Customer

The person or entity subscribing to our services.

Billing Period

The applicable monthly or annual billing cycle.

Compatible Equipment

Equipment certified as compatible with our VoIP services.

9-1-1 Emergency Service

Emergency response service available with certain limitations.

2. Acceptance of the terms

By using our services, you represent that you:

• Are at least 18 years old or have the legal authority to enter into a contract
• Provide accurate and complete information
• Agree to be bound by these terms
• Understand that the VoIP service is not a traditional telephone service
• Understand that prices displayed and billed are in USD

We reserve the right to refuse service to any person or entity at our discretion.

3. Description of the service

We provide an IP telephony service with the following characteristics:

• Domestic and international VoIP calls according to your plan
• Basic features included (call forwarding, voicemail, etc.)
• Access via various compatible devices
• 9-1-1 emergency service with significant limitations (see section 7)

Important limitations:

• The service depends on your Internet connection
• Some features may not be available in all regions
• We do not guarantee that the service will be uninterrupted or error-free

4. Customer obligations

By using our services, you agree to comply with the following conditions:

a) Appropriate use

• Do not use the service for illegal, fraudulent or abusive purposes, including using the service for telemarketing, automated calls, or unsolicited messages (spam).
• Comply with all applicable federal, provincial and local laws, including CRTC laws and regulations.
• Do not interfere with the normal operation of the network, its quality of service or its security.
• Do not attempt to access unauthorized parts of the service, platform or network.
• Do not resell, lease or share our services or your phone numbers with third parties without our explicit written consent. Any violation of this rule may result in immediate suspension or termination of the service.

b) Configuration and security

• Maintain an adequate and stable Internet connection to ensure service quality.
• Use only compatible and certified equipment.
• Provide an adequate power supply and backup power in the event of a power outage, in order to ensure access to emergency services.
• Protect your login credentials and maintain the security of your local network. You are fully responsible for any fraudulent use of your service.
• Inform us immediately of any unauthorized use or any security issue of which you become aware.

c) Information and billing

• Provide accurate, complete and up-to-date information when subscribing and throughout your use of our services, including your physical address and your billing information.
• Accept that any fraudulent use of your account, even by an unauthorized third party, is your responsibility and that you will be required to pay all related charges.

d) Usage restrictions

It is strictly prohibited to:

• Use the service for call centers without prior agreement with Clemento.
• Circumvent our billing methods or security systems.
• Cancel your phone number or transfer it to another provider without following the number portability and service termination procedure set out in our terms.

5. Billing and payment

a) Service fees

You agree to pay:

• The monthly or annual fees according to your plan
• Activation fees where applicable
• Additional usage fees according to your consumption
• All applicable taxes

b) Payment methods

We accept payments by:

• Credit card (Visa, MasterCard, American Express)
• Bank transfer (plans of 2,000.00 USD and more per month only)

c) Late payments

In the event of a late payment:

• We may apply late fees of 0.0877% per day (32% annually) to the extent permitted by applicable laws
• We may suspend the service after 5 days of delay
• We may require a security deposit to restore the service

d) Refunds

All services provided by fournisseurtelephonieip.ca / Clemento (16390544 Canada inc) are final. Given that the services are digital, remotely accessible and considered used as soon as they are activated, no cancellation or refund will be granted, to the extent permitted by applicable laws, including Quebec's Loi sur la protection du consommateur (Consumer Protection Act) for Quebec residents.

As an exception, if a billing error is acknowledged by Clemento (incorrect amount, double billing or charges not provided for in the contract), a credit or refund may be issued at Clemento's discretion, without this constituting a precedent or a general obligation to refund.

The customer agrees to contact Clemento in order to attempt to resolve any billing dispute before initiating a payment dispute with their financial institution.

In the event of a payment dispute deemed abusive, fraudulent or unfounded, and where the services have been rendered in accordance with this contract, Clemento reserves the right to charge the customer the reasonable costs actually incurred, including chargeback fees imposed by financial institutions.

Network connection, migration and delivery fees, as well as any other one-time fees, are non-refundable.

6. Term and termination

a) Term of the contract

Your contract begins on the activation date and continues:

• For the initial term specified in your plan
• Then renews automatically for successive identical periods

b) Termination by the customer

You may terminate at any time, and your subscription will end on the scheduled renewal date. (Monthly commitment)

• IMPORTANT: If you wish to port your number elsewhere, you must do so while the subscription is still active (within a month that is already paid) and at least 15 days before the end of that month. Otherwise, you lose access to your phone number and it will become our property. The number may be ported to another provider ONLY if the request is made BEFORE the end of the current paid month and the account IS IN GOOD STANDING (NO OUTSTANDING BALANCE). If you do not port it, the number becomes our property and we will reassign it to another customer.

c) Termination by Clemento

We may terminate immediately:

• If you violate these terms
• If you do not pay the fees
• If we cease to offer the service in your region
• Or at our sole discretion

d) Consequences of termination

Upon termination:

• All unpaid fees become immediately due, with interest accruing daily (0.0877% per day - 32% annually)
• You lose access to your phone number and it becomes our property. The number may be ported to another provider if the request is made before termination and the account is in good standing. If you do not port it, the number becomes our property and we will reassign it to another customer.
• In other words, if you wish to port your number elsewhere, you must do so while the subscription is still active (within a month that is already paid) and at least 15 days before the end of that month.
• We may delete your data in accordance with our privacy policy

7. 9-1-1 Emergency Service (e-911)

a) Mandatory configuration and operation

Our e-911 service is mandatory for all accounts and must be activated and configured with a valid address.

• Call routing: Our service routes emergency calls to the appropriate emergency answering point (PSAP) based on the address you have registered in your account.
• Transmission of information: It transmits your phone number and the registered address to emergency dispatchers.
• Your responsibility: It is your sole responsibility to provide an accurate and complete physical address and to keep it up to date at all times. You can configure it by clicking the button below:
Configure my 9-1-1 service

b) Important limitations of the e-911 service

The e-911 service differs from traditional 9-1-1 for the following reasons:

• Service outages: The service will not work in the event of a power outage or if your Internet connection is interrupted.
• Moving the phone: If you move your VoIP equipment, you must immediately and manually update your address in your customer account. If you do not, responders will be sent to the old address, which could delay their arrival.
• Routing delay: There may be an additional delay in routing your call to the correct emergency center depending on the validation of your address.
• No automatic identification: Emergency dispatchers may not be able to receive your location if you are unable to provide it.

c) Your responsibilities and exclusions

As a user of our service, you agree to comply with the following conditions:

• Informing users: You must inform all potential users of the service (employees, customers, family members, etc.) of the limitations of e-911 service over VoIP.
• Alternative emergency means: You must have an alternative means of accessing emergency services available, such as a cell phone or a traditional landline, in the event of an outage of our service.
• Keeping information up to date: You must keep your location information up to date in your account. Any error or omission is your sole responsibility.

d) Configuring the e-911 service

The e-911 emergency service must be configured by you. You must fill out the form below and follow the steps to associate a valid physical address with each of your phone numbers. This step is mandatory for your e-911 service to be functional. If the e-911 service is not activated, calls to 9-1-1 will not be routed.

To configure your service, please click the button below. Note that the e-911 service entails a charge of $3 USD per month, and a setup cost of $5 USD, and that it will be activated only once all fees have been paid.

Disclaimer of liability: We shall not be held liable, under any circumstances, for any damage, loss or claim resulting from the failure to transmit a 9-1-1 call or from responders being sent to a wrong address, arising from your omission or error. You release our company, its officers, employees and partners from any civil liability for such events.

Indemnification: In addition, you agree to defend and indemnify us against any claim, lawsuit, damage, loss, legal fees or other costs arising directly or indirectly from your failure to comply with the terms of this section, including, but not limited to, your failure to correctly configure the e-911 address or to keep it up to date.

e) Fees applicable if the service is not configured and you make a 9-1-1 call

Calls to 911 may be routed from any number in the United States or Canada, even if the E911 service is not activated. Please note, however, that a fee of $75 applies per 911 call attempt if the E911 service is not activated on your number. We strongly recommend that you activate the E911 service to avoid these fees and ensure the automatic sharing of your location with emergency services.

8. Warranties and liability

a) Disclaimer of warranties

We provide the service "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose and non-infringement.

b) Limitation of liability

To the maximum extent permitted by law, in no event shall Clemento (16390544 Canada Inc.) be liable to you or any third party for:

• Any indirect, incidental, special, consequential or punitive damages
• Loss of profits, revenue, data or use
• The cost of substitute services
• Damages related to the 9-1-1 service or its absence

c) Maximum liability

Our total liability to you for any claim arising from or related to these terms or our services is limited to the amount you have paid us during the last three (3) months for the services giving rise to the claim.

d) Exceptions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for indirect or incidental damages. If these laws apply to you, some of the above exclusions or limitations may not apply, and you may have additional rights.

9. Intellectual property

a) Clemento's rights

We retain all rights, title and interest in:

• Our software, platforms and technologies
• Our trademarks, logos and visual identity
• Our documentation, training materials and marketing materials

These terms do not grant you any rights to our intellectual property beyond the limited use necessary to benefit from our services.

b) Restrictions

You may not:

• Copy, modify, distribute or create derivative works of our software
• Use our trademarks without prior written authorization
• Remove or alter copyright or trademark notices
• Reverse engineer, decompile or disassemble our technologies

c) User content

You retain all rights to the content you transmit through our services. You grant us a limited license to use this content solely for the purpose of providing our services.

10. Data protection

We process data in accordance with our Privacy Policy, which forms an integral part of these terms.

a) Customer data

As a VoIP service provider in Canada, we are subject to the following obligations:

• Retention of call metadata in accordance with CRTC requirements
• Cooperation with law enforcement in the context of legitimate investigations
• Protection of personal data in accordance with PIPEDA (LPRPDE) and Quebec's Loi 25 (Law 25)

b) International transfers

Although we primarily store data in Canada, some information may transit through or be stored in other countries, subject to appropriate contractual protections.

11. Changes to the terms

a) Right to modify

We may modify these terms from time to time to:

• Reflect changes in our services
• Comply with new laws or regulations
• Improve clarity or correct errors

b) Notification

For substantial changes, we will inform you:

• By email at least 30 days before they take effect
• By a visible notice on our website

c) Continued acceptance

Your continued use of our services after the changes take effect constitutes your acceptance of the new terms. If you do not accept the changes, you must stop using our services and send us a notice by email at hello @ clemento dot ca

12. Governing law and dispute resolution

a) Governing law

These terms are governed by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict of laws principles.

b) Dispute resolution

In the event of a dispute or claim arising from these terms or our services, the parties agree to follow the following resolution procedure before initiating any legal action:

1. Amicable negotiation: The parties must first attempt to resolve the dispute through good-faith negotiation.
2. Mandatory mediation: If negotiation fails, the parties agree to resort to mediation with a mediator accredited by the Institut de médiation et d'arbitrage du Québec (IMAQ — Quebec's mediation and arbitration institute) or any other entity recognized in Quebec, in order to attempt to reach a mutually acceptable settlement.
3. Binding arbitration: If mediation fails, any unresolved dispute will be finally and mandatorily resolved by binding arbitration, administered by a single arbitrator in accordance with the IMAQ arbitration rules. The place of arbitration will be Montréal, Quebec, and the arbitration award will be final and without appeal.

Notwithstanding the foregoing, Clemento reserves the right to bring legal action before the competent courts of Montréal, Quebec, for the recovery of any unpaid amount due under this contract.

c) Class action waiver

YOU AND CLEMENTO (16390544 CANADA INC.) MUTUALLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, GROUP ACTION OR ANY OTHER PROCEEDING OF THAT KIND AGAINST THE OTHER PARTY. ALL DISPUTES AND CLAIMS MUST BE RESOLVED ON AN INDIVIDUAL BASIS AND MAY NOT BE MERGED OR CONSOLIDATED WITH THE CLAIMS OF OTHER PERSONS OR ENTITIES.

As an exception, for customers residing in the Province of Quebec, this waiver applies only to the extent permitted by the applicable laws of that province, including the Code de procédure civile du Québec (Code of Civil Procedure of Quebec). The mandatory procedural rights recognized for Quebec residents are reserved and are not covered by this clause.

13. General provisions

a) Entire agreement

These terms, together with our Privacy Policy and any specific service contract, constitute the entire agreement between you and Clemento regarding our services.

b) No waiver

Our failure to enforce any provision of these terms does not constitute a waiver of our rights.

c) Severability

If any provision is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

d) Assignment

You may not assign your rights or obligations without our written consent. We may assign these terms without restriction.

e) Force majeure

We will not be liable for delays or failures due to events beyond our reasonable control (major Internet outages, natural disasters, etc.).

f) Language

The parties have required that this contract and all related documents be drawn up in French.

14. Contact details

For legal notices, please use the contact details above with confirmation of receipt.