Welcome to the crossroads where trust meets transparency – the Terms and Conditions page of Robson Communications Inc. Here, in the heart of our agreement with you, we lay the foundation of our partnership, built on mutual respect and understanding.
As you navigate through these terms, you’re not just scrolling through legal text; you’re embarking on a journey that safeguards your rights and outlines our commitment to serve you with integrity, innovation, and excellence in the realm of cloud solutions. Whether it’s our cutting-edge IaaS or PaaS offerings, our collaboration is guided by these principles, ensuring a seamless and secure experience.
We invite you to read through these terms with care. They are not just provisions; they are our pledge to you – to provide transparency, protect your interests, and empower your business with our services. This is where trust begins, and lasting partnerships are forged.
Welcome aboard, The Robson Team
“Affiliate” of a party means any entity which controls, is under common control with, or is controlled by, that party.
“Annual Contract Value” means the aggregate dollar value of the Service(s) set out in the applicable Service Agreement that the Customer has committed to for each year of the Initial Term and any renewal term.
“Charges” means the fees, rates and charges for the Services as set out in the applicable Service Agreement or as otherwise invoiced by Robson pursuant to the Agreement.
“Claims” means any claim, demand, liability, damage, loss, suit, action, investigation, proceeding or cause of action between Robson 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. “Confidential Information” does not include information which: (a) is or becomes publicly known otherwise than by reason of a breach of this Agreement; (b) has been independently developed outside the scope of the Agreement 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 whose name appears on the MSA as the recipient of the 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 set out in the applicable Service Agreement or otherwise agreed to by the parties in writing.
“Facilities” means any network facilities, fibre, conduit, equipment, hardware or software provided in connection with Robson’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.
“Initial Term” means the initial term of a Service Agreement specified in the applicable Service Agreement.
“Maintenance Activities” has the meaning set out in Section 6.2.
“MSA” means the Master Services Agreement between Robson and the Customer, which includes these Terms of Service, all Service Agreement (s), and all other subsequent written agreements or amendments between Robson and the Customer regarding the services.
“Service(s)” means collectively any product(s) and service(s) provided by Robson to the Customer including, but not limited to, any product(s) and service(s) provided under the MSA, but does not include the provision of any non-forborne or regulated services.
“Service Agreement” means Robson’s standard Agreement issued for each Service or Service bundle provided by Robson under this MSA, as may be executed by the parties from time to time.
“Terms of Service” means the provisions set out in Sections 1 to 12 herein.
“Third Party” means a party other than Robson Inc. or Customer (including Robson’s Affiliates).
“User” means any person the Customer permits to access or use the Services.
Robson shall provide the Services to the Customer in a professional and workmanlike manner in accordance with the MSA during the Initial Term (and any applicable renewal term), provided however that Robson continues to use the requisite technology for such Services, the Services continue to be a Robson supported service, and Robson is permitted by law to provide the Services.
3.1 The Customer shall be responsible for Customer’s use of the Services and Content. The Customer shall use the Services and Content in compliance with the MSA, all applicable laws, regulations and written and electronic instructions for use, and shall not interfere with any Robson Facilities or Robson’s ability to provide the Services to the Customer or others.
3.2 Unless otherwise required by law or regulatory authority, if Customer’s use of the Services interferes with any Robson Facilities or Robson’s ability to provide the Services to the Customer or others, or if Robson suspects or receives notice (followed by reasonable investigation) that the Customer’s use of the Services or Content may violate any laws or regulations, Robson may, at its sole discretion: (a) suspend the affected Service without notice if such use interferes with any Robson Facilities or Robson’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 Robson’s notice to the Customer, (i) terminate the MSA, the affected Service or Service Agreement; or (ii) suspend the affected Service and remove or require the Customer to remove the Customer’s Content from the affected Service. Robson’s actions or inaction under this Section 3.2 shall not constitute review or approval of the Customer’s use of the Services or Content. Robson shall use reasonable efforts to provide notice to the Customer before taking action under (b) contemplated in this Section 3.2.
3.3 The Customer shall ensure that the Customer and its Users complies with the terms and conditions of the MSA. The Customer shall be responsible for Customer’s failure to comply with the terms and conditions of the MSA, 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 Robson under the MSA.
3.4 Robson reserves the right to alter or cease to offer any Service. Robson shall provide the Customer with thirty (30) days notice that such Service will be altered or terminated, as well as any pricing adjustments resulting from such change. The Customer shall have the right to terminate such altered Service in the event the change results in a pricing increase of more than 10%, with no penalty to either party. Customer must provide thirty (30) days notice if it wishes to terminate such altered Services. Such notice must be provided within thirty (30) days after receiving notice of the alteration.
4.1 Unless otherwise agreed to by the parties in writing, Charges for each Service shall begin to accrue upon the date such Service is provisioned by Robson. The Customer shall pay to Robson the Charges for the Services listed in the pricing appendix or Service Agreement as the case may be.
4.2 The 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 applicable taxes. If the Customer is late in making any payment, or if the Customer’s bank returns any payment, the Customer shall reimburse Robson for any reasonable collection costs Robson 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.
4.3 If the Customer fails to remit payment for any invoice within thirty (30) days of the invoice date, Robson shall have the option to temporarily or permanently suspend such Service to the Customer upon providing the Customer with three (3) days notice. Upon full payment by the Customer to Robson, Robson shall have the option to re-establish the Service. The re-established Service may result in Robson invoicing both a non-recurring charge and an increase in the recurring fee, as agreed upon by the parties failing which the Service will not be re-established.
4.4 Any purchase order submitted by the Customer to Robson shall be used only for invoice processing and order purposes.
4.5 The Customer is responsible for any applicable provincial and federal taxes or similar charges.
4.6 The Customer shall be liable to Robson for all costs and/or expenses incurred, including legal fees, in the collection or attempted collection of any unpaid charges and such amounts shall represent a debt owed by the Customer to Robson.
4.7 Charges for the Services are subject to change at anytime upon Robson providing the Customer thirty (30) days notice. The Customer shall have the right to terminate the related Service if the charge increases by more than 10%, with no penalty to either party. Customer must provide thirty (30) days notice if it wishes to terminate such Services. Such notice must be provided within thirty (30) days after receiving notice of the increase.
4.8 Robson technical staff charge $150.00 hour for technical assistance and services outside of the services contracted. This relates to requests for assistance that do not include basic services, unless expressly written in the Customer quote.
5.1 The Customer must bring all billing inquiries and disputes to Robson’s attention in writing within three (3) months of the invoice date. Failure to do so shall constitute acceptance of the accuracy of the entire contents of the invoice, and the Customer will have no further right to challenge the accuracy of any portion of the invoice.
5.2 The Customer agrees and acknowledges that the undisputed portion of any disputed invoice and all subsequent invoices shall be paid by the Customer on a timely basis pursuant to Section 4.2 or the Service(s) may be terminated by Robson in accordance with Section 4.3 or Section 7.0.
6.1 Robson grants the Customer a personal, non-transferable and non-exclusive licence to use, in object code form, any software provided by Robson under the MSA, 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.
6.2 Robson 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 Robson’s Facilities or the Customer’s Services. Robson shall give the Customer reasonable notice of any such Maintenance Activities that may impact Service, except in cases of emergency (in which case, Robson will notify the Customer as soon as reasonably possible thereafter).
7.1 Term Unless otherwise specified in the relevant Service Agreement, the Initial Term for each Service shall automatically renew for successive one (1) year periods unless either party gives the other party prior written notice of termination at least thirty (30) days prior to the end of the Initial Term or renewal term, as applicable.
7.2 Termination for Cause
(a) If either party breaches any material term or condition of this Agreement 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 this Agreement or the applicable Service Agreement for cause.
(b) Unless otherwise required by law, either party may terminate any Service or the Agreement, at such party’s option and without further obligation to the other party, upon providing the other party with 24 hours written notice, in the event that: (i) the other party breaches its obligations under Section 10 (Confidential Information);
(ii) the other party becomes an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or commits or threatens to commit any act of bankruptcy; or
(iii) any proceeding is commenced or any step is taken by or against the other party for the dissolution, liquidation or winding-up of a party or for any relief under the laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding-up, or for the appointment of one or more of a trustee, receiver, receiver and manager, custodian, liquidator or any other person with similar powers with respect to such party.
(c) Unless otherwise required by law, Robson may terminate or suspend any Service or the Agreement at Robson’s option and without further obligation to the Customer, upon providing the Customer with twenty-four (24) hours written notice, in the event that the Customer is reasonably suspected of using the Service for fraudulent or illegal purposes.
7.3 Termination Notice Where a party can terminate the MSA, a Service or Service Agreement and unless otherwise stated in the MSA, each party shall provide the other party with thirty (30) days prior written notice of the termination of the MSA, a Service or Service Agreement.
7.4 Termination Charge
(a) Unless otherwise specified in the relevant Service Agreement, if the Customer terminates this Agreement or a Service Agreement without cause, or if Robson terminates this Agreement or a Service Agreement with cause, the Customer shall pay Robson an amount equal to 100% of the Annual Contract Value pro-rated for the balance of the then running term (“Termination Charge”) as well as 100% of any special build charges (as specifically identified in the pricing appendix or Service Agreement as the case may be.
(b) If the Customer cancels a request for any Service after the Service Agreement Acceptance Date but before the Service is provisioned, the Customer shall pay an installation charge to cover Robson’s reasonable costs that Robson 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 Robson for special builds. For clarity, in the event the 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 7.4.1, or any Special Termination Charge described in the Service Agreement for the cancelled Service.
(c) The Customer acknowledges that any Termination Charge or installation charge payable under this Section 7 is a realistic pre-estimate of the damages that Robson shall suffer for the delay, cancellation or termination of the Service.
(d) The Customer shall not be required to pay an otherwise applicable Termination Charge if the Customer enters into a new Service Agreement with an Initial Term equal to or greater than the period of time remaining in the Initial Term or renewal term of the terminated Service or Service Agreement, and Annual Contract Value equal to or greater than the Annual Contract Value of the terminated Service or Service Agreement.
(e) The Customer shall pay all Charges incurred up to the effective date of termination of the MSA, a Service or Service Agreement, including without limitation, any amounts owing for a Special Build(s).
8.1 The Service may be used by the Customer and any person having the Customer’s permission to access same including the end users of the Service(s) (“Permitted User“).
8.2 The Customer is solely responsible for the content of any transmissions using the Service, and any other use of the Service, by the Customer or any Permitted User.
8.3 The Customer shall not: (i) use the Service or allow Permitted Users to use the Service for illegal purposes (including illegal content); (ii) interfere with or disrupt other Robson services, or other Robson customers from using other Robson services; or (iii) interfere with or disrupt the Service itself (“Prohibited Uses”).
8.4 The Customer shall not use the Services in a way that is not intended by Robson. Robson may provide notice to the Customer to cease using the Services in such unauthorized way. Should the Customer fail to cease such use of the Services within thirty (30) days of such notice, Robson may terminate the Services upon two (2) days notice to the Customer and Customer shall be liable for any damages suffered by Robson as a result of Customer’s unauthorized use.
9.1 Robson, its Affiliates, subsidiaries, and representatives will not, from the date of this Contract until three (3) years after this agreement is terminated, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Customer or any Affiliate of the Customer without prior written consent of the Customer.
9.2 During the term of this Agreement and for three (3) years after any termination of this Agreement, Robson will not directly or indirectly, on Robson’s behalf or in the service or on behalf of others, in any capacity;
(a) Solicit the business or patronage of any Users of the Customer’s Service for any other person or entity;
(b) Divert, entice, or otherwise take away from the Customer the business or patronage of any Users of the Customer’s Service or attempt to do so; or,
(c) Solicit or induce any Users of the Customers Service to terminate or reduce its relationship with the Customer.
10.1 Unless the Customer consents in writing or disclosure is made pursuant to a legal requirement, all information, including personal information held by Robson regarding the Customer other than the Customer’s name, address, listed telephone number, domain name or “IP” number, will be kept confidential and will not be disclosed to anyone other than:
(a) the Customer;
(b) a person who, in the reasonable opinion of Robson, is seeking the information as the Customer’s agent;
(c) another telephone company, provided the information is required for the efficient and cost-effective provision of telecommunications services 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 communications or communications directory related services or Internet or Internet 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;
(e) a person for the development, enhancement, marketing or provision of any of the products or services of Robson or its affiliated companies;
(f) Robsonto’s agent or consultants retained in the collection of the Customer’s account;
(g) credit grantors and reporting agencies;
(h) a company or a partnership affiliated with Robson;or
(i) as may be otherwise necessary and sufficient to enable Robson to provide the Customer with the Services.
10.2 Each 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 itsown confidential or proprietary information.
10.3 Neither party shall disclose the disclosing party’s Confidential Information, except to: (a) Affiliates, employees, directors, officers, and agents on a need-to-know basis as required to fulfill its obligations under this Agreement; or (b) to the extent required by law.
11.1 The parties shall be liable for and shall indemnify each other (“Liability”) for any Claims arising in connection with the MSA 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 the Services or Robson’s 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 11.1(a) and 11.1(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 one (1) month preceding the month in which the damage occurred.
Nothing in this Section 11.1 shall limit the Customer’s responsibility for the payment of all properly due Charges for the Services under the MSA.
11.2 Notwithstanding any other provision in the MSA: (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) Robson 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.
11.3 The limitations of Liability in the MSA 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.
11.4 For the purpose of this Section 11, the indemnified party shall include the indemnified party’s employees, officers, directors, agents and suppliers.
12.1 Neither 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.
12.2 Except as expressly provided in the MSA, no amendment or waiver of the MSA shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of the MSA shall constitute a waiver of any other provision nor shall any waiver of any provision of the MSA constitute a continuing waiver or operate as a waiver of, or estoppel with respect to any subsequent failure to comply.
12.3 The Customer may not assign the MSA without Robson’s prior written consent, which consent shall not be unreasonably withheld. Robson may assign the MSA without Customer’s consent; for clarity, failure to notify the Customer of an assignment will not impact the validity and enforceability of the MSA.
12.4 If any portion of the MSA is found to be invalid or unenforceable, the remaining provisions shall remain in effect.
12.5 Unless otherwise specified in the MSA, any legal action arising in connection with the MSA must be brought within two (2) years after the cause of action arises.
12.6 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 the MSA, or such other address that a party indicates in writing. Unless otherwise provided in the MSA, all notices to Robson shall be directed to: Unit 302 – 3999 Henning Drive, Burnaby, British Columbia, V5C 6P9, Attention: Chief Executive Officer.
12.7 The laws in effect in the Province of British Columbia shall apply to the MSA. The parties agree that jurisdiction and venue in the courts of the Province of British Columbia is appropriate, and that any legal proceedings shall be brought only in the Province of British Columbia.
12.8 All dollar amounts referred to in this MSA are in lawful money of Canada unless expressly indicated otherwise.
12.9 The parties’ obligations, which by their nature would continue beyond the termination or expiration of the MSA or any Service Agreement, including without limitation, obligations regarding confidentiality, trade-marks, and limitations of liability, shall survive such termination or expiration.
12.10 The MSA, 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. The MSA 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 Robson shall be used only for invoice processing and order purposes.
12.11 In the event of any conflict or inconsistency between these Terms of Service, any Service Agreement or any other written agreement between the parties, such documents shall be interpreted in accordance with the following order of priority: (a) the Service Agreement; (b) these Terms of Service; (c) the other written agreement, including without limitation, a purchase order submitted by the Customer to Robson.
