Table of Contents1. Agreement and Services2. Definitions3. Service Orders and Term4. Pricing, Billing, and Payment5. Customer Obligations6. Oqitor Obligations7. Equipment8. Suspension and Termination9. Confidentiality10. Intellectual Property11. Warranties and Disclaimers12. Limitation of Liability13. Indemnification14. Force Majeure15. Governing Law and Dispute Resolution16. General Provisions1. Agreement and ServicesThis Master Services Agreement (“MSA” or “Agreement”), including all documents incorporated by reference, governs the provision of telecommunications and related services (“Services”) by Oqitor Tel Inc. (“Oqitor,” “we,” “us,” or “our”) to the entity identified in the applicable Service Order Form (“Customer,” “you,” or “your”).The specific Services to be provided, along with quantities, pricing, service locations, service terms, and any service-specific terms or Service Level Agreements (SLAs), will be detailed in one or more Service Order Forms (“SOFs”) executed by both parties. Each SOF, once executed, shall be incorporated into and form an integral part of this MSA. This MSA, together with all executed SOFs, applicable SLA documents, Oqitor’s Acceptable Use Policy (“AUP”), and any other mutually agreed written addenda, constitutes the entire agreement between Oqitor and the Customer with respect to the Services.In the event of a conflict between the terms of this MSA and an SOF, the terms of the SOF shall prevail for the specific Services described therein. In the event of a conflict between this MSA or an SOF and an applicable SLA document, the SLA document shall prevail with respect to service level commitments and remedies for the specific Service it covers. 2. DefinitionsIn addition to terms defined elsewhere in this Agreement, the following definitions shall apply (some key definitions are also present in Oqitor’s Standard SLA document and are reproduced or expanded here for clarity within the MSA context):“Acceptable Use Policy” or “AUP”: Oqitor’s policy governing the acceptable use of its Services, as published on Oqitor’s website and updated from time to time.“Affiliate”: With respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power to direct the management and policies of such entity.“Confidential Information”: As defined in Section 9.“Customer Equipment” or “CPE”: Any equipment, software, or systems owned, leased, or managed by the Customer that is used in conjunction with the Services but not provided by Oqitor.“Effective Date”: The date on which an SOF is fully executed by both parties, or the date Service installation is completed and the Service is activated, as specified in the SOF.“Equipment”: Any hardware, devices, software, or apparatus provided by Oqitor or its upstream carriers to the Customer for the purpose of delivering the Services.“Intellectual Property”: All patents, copyrights, trademarks, trade secrets, and other proprietary rights.“Monthly Recurring Charge (MRC)”: The fixed monthly fee payable by the Customer for a Service.“Non-Recurring Charge (NRC)”: A one-time charge for installation, setup, or other activities.“Service Level Agreement” or “SLA”: The document(s) specifying the performance metrics, targets, and remedies for particular Services, which may include Oqitor’s Standard SLA and/or specific SLA Addenda.“Service Order Form” or “SOF”: A document executed by both parties detailing the specific Services, pricing, term, and other commercial details for a particular order.“Service Term”: The minimum committed period for a Service, commencing on the Service Effective Date, as specified in the SOF.“Upstream Carrier”: A third-party telecommunications provider (e.g., TELUS) from whom Oqitor procures network capacity or service components used in the delivery of Services to the Customer.3. Service Orders and Term3.1 Service OrdersCustomer may order Services by executing an SOF provided by Oqitor. Each SOF will detail the specific Services, quantities, MRCs, NRCs, Service locations, the Service Term, and any additional terms applicable to those Services. An SOF becomes binding only when accepted and executed by an authorized representative of Oqitor. Oqitor reserves the right to accept or reject any SOF in its reasonable discretion, including based on credit approval or service availability at the requested location. 3.2 Term of MSAThis MSA shall commence on the Effective Date of the first SOF executed hereunder and shall continue in effect as long as any SOF remains active. If all SOFs have expired or been terminated, this MSA may be terminated by either party upon thirty (30) days’ written notice. 3.3 Service Term and RenewalEach Service will have an initial Service Term as specified in the applicable SOF (e.g., 36 or 60 months). Upon expiration of the initial Service Term, Services will typically auto-renew on a month-to-month basis at Oqitor’s then-current standard rates unless otherwise specified in the SOF or if either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Some agreements may specify renewal for successive fixed terms if not terminated. The SOF will govern specific renewal conditions. 4. Pricing, Billing, and Payment4.1 Pricing and ChargesCustomer agrees to pay all charges specified in each SOF, including MRCs, NRCs, usage-based charges (if any), taxes, and other applicable fees or surcharges. Unless explicitly stated otherwise, all prices are in Canadian dollars and do not include applicable taxes (GST/HST, PST, etc.) or regulatory fees, which will be added to Customer’s invoices. 4.2 Billing and InvoicingMRCs are typically billed in advance. NRCs and usage-based charges are typically billed in arrears or as specified in the SOF. Oqitor will provide invoices electronically or via postal mail, as selected by the Customer. Oqitor’s first invoice may include pro-rated charges from the Service activation date to the start of the regular billing cycle. 4.3 Payment TermsInvoices are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the SOF. Customer may choose pre-authorized payment methods as available. 4.4 Late PaymentsAny undisputed amount not paid by the due date will be subject to a late payment charge of 2% per month (26.8% per annum, compounded monthly) or the maximum rate permitted by applicable law, whichever is less. Oqitor may also suspend Services for non-payment of undisputed charges. A fee (e.g., $35.00) may be charged for each declined, cancelled, or returned payment. 4.5 Billing DisputesCustomer must notify Oqitor in writing of any disputed charges within one hundred fifty (150) days (approximately 5 months) from the invoice date, providing reasonable detail of the dispute. Failure to do so within this period will constitute a waiver of the right to dispute such charges. Customer must pay all undisputed portions of an invoice by the due date. Oqitor will investigate disputed amounts in good faith. 4.6 Credit ApprovalProvision of Services and establishment of credit terms are subject to Oqitor’s ongoing credit approval of the Customer. Oqitor may require a security deposit or other form of payment assurance. 5. Customer ObligationsIn addition to obligations specified elsewhere in the Agreement, Customer will:Use the Services in compliance with this Agreement, all applicable laws, and Oqitor’s AUP.Be responsible for all use of the Services through its account, whether authorized or unauthorized.Provide Oqitor with accurate and current information required for service provisioning, billing, and support, including contact details and service location information critical for 911 services.Cooperate with Oqitor in the installation, maintenance, and troubleshooting of Services, including providing safe and timely access to premises and equipment.Be responsible for the security and configuration of its own networks, systems, and Customer Equipment connected to the Services, unless such management is explicitly part of a purchased Oqitor managed service.Not resell, transfer, or assign the Services or any part thereof without Oqitor’s prior written consent, unless explicitly permitted.Be solely responsible for terminating any pre-existing services with other providers and for any associated charges or liabilities.6. Oqitor ObligationsOqitor will:Use commercially reasonable efforts to provide the Services in accordance with the applicable SOF and SLA.Provide customer support for the Services as detailed in the SLA or SOF.Perform scheduled and emergency maintenance as necessary to maintain the Services, providing prior notice for scheduled maintenance where practicable.7. Equipment7.1 OwnershipUnless explicitly purchased by the Customer and documented in the SOF, all Equipment provided by Oqitor or its upstream carriers remains the property of Oqitor or such carrier. Equipment is provided for Customer’s use only in connection with the Services at the specified Service Location(s) and may not be removed or used elsewhere without Oqitor’s prior written consent. 7.2 Customer Care and ResponsibilityCustomer shall protect the Equipment from loss, theft, damage (beyond normal wear and tear), unauthorized modification, or encumbrance. Customer shall not tamper with, alter, reconfigure, or attempt to repair Equipment. Customer is responsible for providing a suitable and secure operating environment for the Equipment. 7.3 Return of EquipmentUpon termination or expiration of the applicable Service(s) or this Agreement, Customer must return all Oqitor-owned or carrier-owned Equipment to Oqitor (or as directed) within fifteen (15) days, in good working order, normal wear and tear excepted. If Equipment is not returned or is returned damaged, Oqitor may charge Customer the full replacement value. 7.4 Optional Equipment and InstallationOqitor may offer optional equipment (e.g., switches, WiFi access points) for purchase or rental. Pricing (MRC and/or NRC) and installation fees (e.g., $74.95 per dispatch) will be specified in the SOF. Installation costs are conditional upon final site analysis; if provisioning costs are higher than initially indicated, parties may renegotiate. 8. Suspension and Termination8.1 Suspension of ServicesOqitor may suspend Services, in whole or in part, without liability, upon notice to Customer (or immediately in exigent circumstances) if: (a) Customer fails to pay any undisputed amount when due; (b) Customer breaches any material term of this Agreement, including the AUP; (c) Oqitor reasonably believes suspension is necessary to protect its network, other customers, or to prevent fraud or illegal activity. Service restoration may be subject to reconnection fees. 8.2 Termination for CauseEither party may terminate this Agreement or an affected SOF for cause if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice thereof (or 10 days for payment default). Oqitor may terminate immediately if Customer becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors, or if Customer’s use of Services is fraudulent or illegal. 8.3 Early Termination by Customer and Charges (ETC)If Customer terminates any Service prior to the end of its Service Term (other than for Oqitor’s uncured material breach or as per Chronic Outage provisions in an applicable SLA), or if Oqitor terminates for Customer’s default, Customer will pay an Early Termination Charge (ETC). Unless otherwise specified in the SOF:For termination in months 1-24 of the Service Term: ETC is 100% of the MRCs for the remaining months of the term.For termination in months 25-36 (or applicable later period of a longer term): ETC is 50% of the MRCs for the remaining months of the term.For Off-Net locations, ETC may be 100% of remaining MRCs regardless of timing, due to underlying carrier commitments.ETCs are due within 15 days of termination notice. A sixty (60) day advance written notice is typically required for cancellation of recurring services. 9. ConfidentialityEach party (the “Receiving Party”) agrees to hold in confidence and not to use or disclose, except as permitted herein or as required by law, any Confidential Information of the other party (the “Disclosing Party”). “Confidential Information” includes this Agreement (including pricing), service configurations, network designs, business plans, customer information, and any information marked or reasonably understood to be confidential. Oqitor may share Customer’s Confidential Information with its upstream providers (like TELUS) and subcontractors as necessary for service provisioning and support, under obligations of confidentiality. These obligations survive termination of the Agreement. 10. Intellectual PropertyEach party retains all right, title, and interest in its own pre-existing Intellectual Property. Nothing in this Agreement grants either party any rights to the other’s Intellectual Property except as expressly licensed for the purpose of receiving or providing the Services. Oqitor and its licensors retain all ownership of the Services, Equipment (unless purchased), and any associated software or documentation. 11. Warranties and Disclaimers11.1 Oqitor WarrantiesOqitor warrants that it will provide the Services using commercially reasonable care and skill, in accordance with applicable industry standards and the terms of this Agreement, including any applicable SLA. This is Oqitor’s primary service warranty. 11.2 DisclaimersEXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN APPLICABLE SLA, OQITOR MAKES NO OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES OR EQUIPMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ANY SERVICE PERFORMANCE COMMITMENT IN AN SLA IS THE CUSTOMER’S SOLE REMEDY FOR ANY PROBLEM WITH A SERVICE. OQITOR IS NOT RESPONSIBLE FOR MODIFICATIONS MADE BY ITS UPSTREAM CARRIERS OR SUPPLIERS TO THEIR NETWORKS OR SERVICES. 12. Limitation of LiabilityOQITOR’S (INCLUDING ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND UPSTREAM CARRIERS LIKE TELUS) TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROVISION OR USE OF THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO DIRECT DAMAGES PROVEN TO RESULT FROM THE MATTER GIVING RISE TO THE CLAIM, UP TO A MAXIMUM AMOUNT EQUAL TO THE TOTAL MRCS PAID BY THE CUSTOMER FOR THE SPECIFICALLY AFFECTED SERVICE DURING THE ONE (1) MONTH (OR AS OTHERWISE STATED, E.G., 12 MONTHS IN TELUS BSA ) PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT THAT RESULTED IN THE CLAIM.IN NO EVENT SHALL OQITOR OR ITS UPSTREAM CARRIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF OQITOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SLA credits, if applicable, are the Customer’s sole and exclusive remedy for failure to meet service level objectives. 13. IndemnificationCustomer agrees to defend, indemnify, and hold harmless Oqitor, its affiliates, officers, directors, employees, agents, and its upstream carriers from and against any and all third-party claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer’s use or misuse of the Services, or that of its End Users; (b) Customer’s breach of this Agreement (including the AUP); (c) any content transmitted by Customer or its End Users; (d) Customer’s failure to comply with its 911/E911 or MLTS obligations. This obligation survives termination of the Agreement. 14. Force MajeureNeither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is caused by a Force Majeure Event. The affected party will provide prompt notice and use commercially reasonable efforts to mitigate the impact and resume performance. 15. Governing Law and Dispute Resolution15.1 Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties attorn to the exclusive jurisdiction of the courts of British Columbia located in Vancouver. 15.2 Dispute ResolutionParties will first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, they agree to mediation. If mediation fails, the dispute may be referred to binding arbitration as per TELUS BSA terms, or proceed to courts of competent jurisdiction in Vancouver, BC. Billing disputes must be submitted within a specific timeframe (e.g., 5 months ). 16. General Provisions16.1 NoticesAll notices required under this Agreement must be in writing and sent to the addresses specified in the SOF or as updated by either party. Email notices are deemed received the next business day after transmission if sent to the correct designated email address. 16.2 Entire Agreement and AmendmentsThis MSA, together with all SOFs, the AUP, and any applicable SLAs or addenda, constitutes the entire agreement between the parties and supersedes all prior agreements and discussions. Amendments must be in writing and signed by both parties. 16.3 AssignmentCustomer may not assign this Agreement without Oqitor’s prior written consent. Oqitor may assign the Agreement to an affiliate or in connection with a merger or sale of assets. 16.4 SeverabilityIf any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. 16.5 WaiverFailure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. 16.6 Relationship of PartiesThe parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship. 16.7 SurvivalObligations related to payment, confidentiality, indemnification, limitation of liability, and dispute resolution shall survive termination or expiration of this Agreement. 16.8 LanguageThe parties confirm that this Agreement and all related documents have been drafted in the English language at their express request. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en langue anglaise.
