TERMS AND CONDITIONS OF SERVICE
Updated: August 2024
Services: It is understood and agreed to by the Client that the maximum number of simultaneous calls that may be forwarded to i24 at any given time is three (3) unless expressly agreed to in writing and that the maximum number of emails that may be forwarded to i24 at any given time is four (4) per minute. Should it be determined that the Client is forwarding more than the agreed upon number of simultaneous telephone calls or emails and in doing so put at risk the overall quality of services to the other Clients of i24, then i24 may at its sole discretion and without previous notification to the Client, suspend services immediately to the Client until the Client has remedied the situation. In addition, I24 also reserves the right to limit the number of incoming calls and emails in extreme circumstances in order to provide a minimum level of services to all customers.
The telephone number for which Call Management Services are contracted and which will be call forwarded to i24 is:
Period of CM Services: The CM Services to be performed under this Agreement shall commence as of [START DATE] provided that i24 has received a signed copy of this Agreement ten (10) working days prior to the start date in order to ensure adequate time for programming and agent training. i24 shall have no liability or responsibility for commencing or continuing service without the Client signed copy of the Agreement.
This Agreement shall be for a term of One ( 1 ) month (s) and shall be automatically renewed for successive one (1) month terms unless either party advises the other of it’s desire to not renew this Agreement by notification furnished no later than ten (10) days prior to the expiration of the initial term or of any successive term of this Agreement.
Either party may terminate this Agreement immediately upon the bankruptcy or insolvency (voluntary or involuntarily and however evidenced) of the other party.
Fees and Charges: Rates are subject to change by i24, upon thirty (30) days after written notice to the Client.
Terms of Payment: All invoices by i24 to the Client are due and payable upon receipt and the Client agrees to pay all invoices by the 10th of each month. If the Client disputes any portion of the invoice, the Client must bring the dispute to the attention of i24 in writing within fifteen (15) days of the date of the invoice. The failure of the Client to send a written notice of dispute within this time period shall be deemed a waiver by the Client of the right to dispute any portion of the statement. If the dispute relates to a portion of the invoice, the Client shall be required to make payment of the undisputed balance within the time period set forth above.
If the Client fails to make payment of the invoice within the time period set forth above, i24 shall have the right, at its sole discretion, to suspend or terminate all CM Services, upon twenty-four (24) hour prior written notice to the Client. CM Services which are suspended or terminated for nonpayment shall be subject to a reconnection charge and i24 may require an additional deposit refundable at the termination of the agreement once all outstanding invoices are paid in full. i24 shall also have the right to apply said deposit to any unpaid balance during the course of the agreement period if deemed necessary by the Credit department.
All outstanding invoices are subject to an interest factor of one- and one-half percent (1 & ½ %) per month, eighteen percent (18 %) per year on any unpaid overdue balance. This interest rate may be changed subject to a thirty (30) day written notification by i24.
The Client shall be invoiced monthly in accordance with the prices set forth in this agreement. If call volume exceeds original estimates or if deemed necessary by i24’s credit department, invoices will be sent weekly and paid within ten (10) days by the Client.
While any payment due under this agreement remains outstanding to i24 from the Client, i24 shall be entitled to withhold the delivery of messages or to suspend any part of the service to the Client or disconnect the service at the sole discretion of i24. A minimum charge of 75$ (seventy-five dollars) plus applicable taxes will be levied to reinstate message delivery or to reconnect your service.
The Client agrees to pay i24 all legal costs incurred by i24 in connection with any legal or collection proceedings taken by i24 against the Client to recover any amount due under this agreement on a full indemnity basis.
Whether paying by direct debit, credit card or cheque, i24 will charge the Client 25$ (twenty-five dollars) plus taxes for any costs incurred through having to re-present a payment request refused for any reason.
When notice to terminate an account is issued or received by i24, the Client’s credit limit and credit period are reduced to zero. All invoices become due and payable in full, immediately. These terms may be invoked if i24 believes the outstanding debt to be at risk.
i24 will, at its discretion, assign to each Client a Credit Limit. If the aggregate value of all outstanding invoices rendered by i24 to the Client exceeds this Credit Limit, i24 reserves the right to terminate the service forthwith and without notice or to limit, restrict, or temporarily disconnect the service until the full outstanding credit balance is cleared.
Illegal Use: The Client represents and warrants that the CM Services will not be used for any illegal purpose. If i24 becomes aware that the CM Services are being used for any illegal purpose or that the Client has falsified information given to i24 that led to this Agreement, i24 shall have the right to suspend or terminate all CM Services IMMEDIATELY, without any prior written or oral notice to the Client. The Client shall be responsible for payment of all CM Services up to the time of suspension or termination and i24 shall have the right to apply the deposit to any unpaid balances.
Recording of Calls: i24 (Metro-Montreal Communications Inc.) reserves the right but not the obligation to record all telephone calls for the purpose of: 1) supervising the quality of the service and agent performance; 2) review calls for their accuracy and completeness and / or; 3) prevent or correct any errors. All recordings remain the sole property of i24 (Metro-Montreal Communications Inc.) and are to remain strictly confidential. Under no circumstances may recordings be used by the Client or any other third party the Client may share access to the recordings for any other reason other than to verify the particular details of a telephone call. i24 (Metro-Montreal Communications Inc.) will not be required under this agreement to maintain recordings on record for longer than ninety (90) days.
Workplace Violence – Zero Tolerance Policy: Under no circumstances will i24 tolerate discrimination of any form against its personnel or verbal abuse in any form from clients or client personnel at any time. Notwithstanding the period of the CM Services, Clause “Period of CM Services” above, in such circumstances i24 shall, at its absolute discretion, have the right to terminate the Agreement with immediate effect.
Confidentiality: i24 and the Client shall treat all communication as confidential and shall not intentionally disclose any information to any unauthorized person or organization. However, i24 shall not be responsible for any inadvertent disclosure and shall have the right to cooperate with all law enforcement agencies or organizations and may disclose to them whatever information is requested pursuant to the performance of their official duties, without prior notice to the Client of such requests.
Limitation of Liability: i24’s entire liability to the Client as to damages for, based upon, or in connection with, either directly or indirectly, CM Services provided or which should have been provided by i24 to or on behalf of the Client is expressly limited to the price paid by the Client for the services that are subject of the relevant dispute or controversy and shall not exceed the fees and costs payable by the Client to i24 for the payment period in which the conduct giving rise to the claim took place. Furthermore the Client acknowledges that they will not forward live, automated or digital calls or notifications pertaining to burglary alarms, fire sprinkler systems or 911 services. If such live, automated or digital calls or notifications are received by i24, the Customer holds i24 free and harmless from any liability that may arise out of the handling or improper handling of these calls or notifications and that the Client is exclusively responsible to carry the appropriate and sufficient insurance coverage for any such incidents.
Notwithstanding the above, in no event shall i24 or its officers, or its employees or agents be liable to the Client for (a) any incidental or consequential damages, including, but not limited to, any lost profits or revenues arising either directly or indirectly from the performance, or failure to perform, any CM Services; (b) any punitive, exemplary, or multiplied damages; (c) any damages for, based upon, or arising out of any natural disasters, weather conditions, civil disturbances, material shortages, electronic or mechanical failures, or problems with or the interruption of telephone service.
Indemnification: The Client agrees to defend, indemnify and hold i24 and its officers, its employees and agents harmless as against any and all liabilities, losses, damages, injuries, claims, suits, judgments, settlements, awards, costs, charges and expenses, including but not limited to any fees, costs, charges and expenses incurred by i24 for investigation, defense and resolution, for, based upon, or arising out of the performance or failure to perform any CM Services under or pursuant to this Agreement.
Ownership and Property Rights: All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, or other materials of any nature or type prepared, furnished, or utilized by i24, other than those items furnished by the Client to i24, shall be considered the sole and exclusive property of i24 and shall be retained by i24 upon the termination of this Agreement.
Employees: During the term of this agreement and for a period of two (2) years following the expiration or termination of this agreement, the Client will not directly or indirectly, (a) induce or attempt to influence any employee of i24 to terminate his or her employment with i24; (b) employ or recommend for employment any employee of i24; or (c) identify for purposes of employment any employee of i24.
Reports and Statistical Information: i24 may be requested by the Client from time to time to furnish reports or statistical information to the Client regarding aspects of the CM Services being performed. The cost to prepare and furnish such reports and statistical information is not included within the amount specified above as charges for the CM Services. Therefore, i24 will advise the Client of the cost to be charged for the reports and statistical information and obtain the consent of the Client before preparing and providing same to the Client. i24 does not make any guarantees, warranties, or representations as to the accuracy of the reports and statistical information so provided.
Assignment: The parties and their respective successors may not assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
Notices: Any notices required to be given by the terms of this Agreement shall be sent by Registered or Certified Mail, return receipt requested, at the address set forth above in this Agreement. Alternatively, notice can be given by courier, bailiff or e-mail.
Severability: No term or provision of this Agreement that is determined by a court of Competent Jurisdiction to be invalid or unenforceable shall affect the validity or enforceability of the remaining terms and provisions of this Agreement. Any term found to be invalid or unenforceable shall be deemed as severable from the remainder of the Agreement.
Independent Contractor: Nothing contained in this Agreement shall be construed or interpreted by the parties hereto, or by any third party, as creating a relationship of principal and agent, partnership, joint venture, or any other relationship between i24 and the Client, other than that of independent contractors contracting for the provision and acceptance of Services. Each party will be responsible for hiring, supervising and compensating its own employees and for providing benefits to and withholding taxes for such employees.
Default / Remedies: In addition to any and all other rights a party may have available according to law, if either party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. The party receiving such notice shall have seven (7) working days from the effective date of such notice to cure the default(s). Unless waived by the party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
Governing Law: This Agreement shall be subject in accordance with the laws of the Province of Québec and Canada as applicable therein. Whenever the context requires, the singular shall include the plural, the plural shall include the singular, the whole shall include any part thereof, and any gender shall include both genders. The paragraphs headings and titles contained in this agreement are for purposes of reference only and shall not limit, expand, or otherwise affect the construction or interpretation or any provisions of this agreement.
Exclusive Jurisdiction: The courts of the jurisdiction of the City of Montreal will have the exclusive jurisdiction to hear any legal dispute(s) in connection with this agreement.
Entire Agreement: This Agreement represents the entire agreement of the parties to this Agreement and supersedes all negotiations, representations, prior discussions or preliminary agreements between the parties. No statements, warranties, or representations of any kind that are not contained in this Agreement shall in any way bind the parties. This Agreement can only be changed or modified in writing and signed by all of the parties to this Agreement.
