Terms

OfficeExec Terms of Service

 

1) Agreement

The agreement between you (“Client” or “you”) and Digi Group Inc. (“OfficeExec”, “Digi Group” or “we”) includes the following documents, as they may apply to you:

  • a summary setting out critical information about what you are signing up for
    (“Information Summary”) with an agreement portion so you can signify your agreement to our terms
  • the actual  terms of service spelling out your, and our, obligations (including the schedules attached) (“Terms of Service” and “Schedules”)

Together they will be referred to as the “Agreement”.

1.1

This Agreement is for “OfficeExec Services” or “Services” (as they will be called in this Agreement), whether prepaid (“Prepaid”) or postpaid (“Postpaid”), any telecommunications services provided by or through OfficeExec, including voice, fax, data (including content) or other services, and account administration (for example, account changes and customer support). This Agreement also applies to any office space (“Office”), equipment (“Equipment”), supplies (“Supplies”), and furniture (“Furniture”) to be used with the Services as they may apply to you.

1.2

You (a) sign the signature portion of this Agreement; (b) click “I Agree” or perform any other form of electronic acceptance, including email communication; (c) agree verbally to enter into this Agreement; or (d) use any OfficeExec Services.

2) Changes to Terms

2.1

We may change these Terms of Service, the Services, and our fees and rates at any time from time to time by posting revisions to our website at OfficeExec.com. You will be given at least 45 days notice before the changes take effect. We may put a note on your invoice, or send you an e-mail to let you know that a revision is available on our website, and when they would take effect. If you do not agree with any change to the new Terms of Service, the Services, or our rates and fees, you’re not locked in – contact us immediately to terminate the Services.  If you don’t terminate the Services before the revision comes into effect, your continued use of the Services means you agree to the revision as posted to our website.

2.2

After 12 months or if a month-to-month agreement is not ended within 12 months, we will increase the monthly rate. The increase will be based on current inflation and office space market value. Any changes to your agreement will be given 60 days’ notice.

3) Services

3.1

OfficeExec provides you with a variety of subscription options when obtaining Services. You can subscribe to a pre-defined bundle of Services (your “Rate Plan”), add features (not within the bundle) that interest you (an “Add-on”), and have the additional option of using and paying for certain Services as-needed (“Pay-Per-Use”). The amount you must pay for any use of the Services (your “Charges”) will vary depending on the combination of Services you select. Any usage over and above that which is included in your Rate Plan or Add-on is additional usage (“Additional Usage”) and will be charged in accordance with Section  3.2. Remember that you are responsible for choosing the combination of Services that is most appropriate to your needs.

3.2

Additional Usage will be charged to you at the Pay-Per-Use rate (OfficeExec.com/docs/Payperuse), unless your Rate Plan, or selected Add-ons, specify a different rate, which may change over time in accordance with Section 2.1.

3.3.

We may charge a monthly registration fee for each of your members using our services under your company name. It is your responsibility to notify us of anyone who has left your company to remove such monthly charges.

3.4

Some of our Services are offered or described as being “unlimited” in nature. This is subject, at all times, to reasonable usage limits for use by one business. You can find a copy of our Fair Usage Policy here. If we determine, in our sole discretion, that your usage is excessive or unreasonable, we reserve the right to limit or restrict your usage or to terminate your subscription to either the unlimited offering or the Services generally and to refuse to provide you Services thereafter. We will use reasonable efforts to notify you if we decide to take such actions, but also reserve the right to do so without notice.

3.5

Certain Services, including printing, long distance telephone communications, premium administrative services, and fax services, will be subject to additional charges not covered by these terms and conditions and their prices may therefor change over the duration of your contract without notice. It is your responsibility to be aware of the price of additional services before using them.

3.6

Some additional features, or services, will require you to use or download software which is subject to other terms and conditions. You agree to review and be bound by all such terms and conditions as a condition of your use of such services or software. We have no obligation or liability to you regarding such software.

3.7

Materials that you access on the internet or that you otherwise download or retrieve from third parties through our Services, such as our internet access, are provided by others and do not form part of the Services. You agree that you are solely responsible for your access, downloading or retrieval of such materials and acknowledge that you may incur charges in doing so. We have no obligation or liability to you regarding such materials.

3.8

Subject to applicable law, including your rights to transfer the telephone number we assign to you (or which you had transferred for use with our Services) to another carrier, all telephone numbers, IP addresses, e-mail addresses, domains and other communication numbers or addresses remain our property. We reserve the right to change or replace any such domains, numbers, or addresses upon 30 days’ notice without any liability to you and the right to reassign any such domains, numbers, or addresses to another customer upon termination of Services.

3.9

You may ask us to transfer a telephone number from your current service provider for use with our Services. By doing so, you represent and warrant that: (i) you are authorized to request the transfer of the telephone number that you have provided to us; and (ii) you are the listed account holder for invoicing purposes with your current service provider. You also agree to provide us with: (i) the name you used with your current service provider for invoicing purposes (if different from the one you have provided us for your account with us); (ii) the name of your current service provider; (iii) the account number with your current service provider; (iv) the telephone number(s) that you wish to transfer to us;  any other information reasonably required by us to facilitate the transfer; and (vi) a completed and signed request form if required to facilitate the transfer. You acknowledge that once the transfer is completed, you will no longer be able to use the specified telephone number with your existing service provider, and will only be able to do so in conjunction with our Services. You also acknowledge that such a transfer will only transfer the specified telephone number, and not any of the services, content, or other addresses that were provided through your existing service provider. Delays in the processing of the transfer may delay your ability to activate the Services and use the number being transferred to us. You recognize that we cannot control the pace of the transfer process nor the cost thereof.

3.10

The availability, access, and quality of the Services may be impacted by things outside of our reasonable control, such as, without limitation, the weather or unforeseen faults or malfunctions (including failures of our equipment or your handset). In addition, there may be disruptions to the Services due to upgrades, maintenance or other work, or governmental, regulatory, or emergency service prioritizations or restrictions. We and our third party service providers will not be liable to you in any manner for such events or disruptions or for any failure to perform any of our obligations under these Terms of Service due to anything beyond our or their control, including, but not limited to, acts of God, war, acts of terrorism, government actions, or failures by other suppliers or operators.

3.11

We and our third party service providers may make changes to the Services, cancel, suspend, limit, block or restrict Services or change centres or change arrangements from time to time in our and their discretion and without notice to you.

4) Prohibition and Restrictions

4.1

You may only use the Services for your own legally registered business. You may not share, assign, transfer, distribute, sell, resell, give, or otherwise exploit the Services. You may not resell the Services to other businesses.

4.2

You agree not to: (i) alter any of the equipment or software that you use to access the Services; (ii) use the Services for any unlawful purpose or in any unlawful manner, or in any manner which is otherwise contrary to or violates any law, regulation or the rights of any third party; (iii) do anything to damage, disable, overburden, impair or otherwise adversely affect, as we determine in our sole discretion, the Services or any data, software, networks or equipment used to provide the Services; (iv) circumvent, disable or interfere with the security of, or otherwise abuse, the Services or any of the data, software, networks or equipment used to provide the Services, including any security features or functionality; (v) use excessive capacity, bandwidth or resources or disrupt or interfere with any other person’s use or enjoyment of the Services; (vi) use another person’s identity, e-mail address, password, personal identification number or information without that person’s and our prior written authorization, create or use a false identity, impersonate any person or otherwise misrepresent your identity; (vii) attempt to obtain unauthorized access to the Services or portions of the Services to which you have not subscribed or are restricted from accessing; or (viii) harass, abuse or threaten any of our employees or representatives.

4.3

You agree not to use the Services to send, transmit or relay: (i) anything (including without limitation viruses and trojan horses) which is intended to, is likely to or has the effect of disabling, denying access to, damaging or destroying, corrupting or affecting the normal use of the Services, or any data, software, networks or equipment used to provide the Services; (ii) any material that is or is reasonably likely to be construed as deceptive, fraudulent, libellous, defamatory, threatening, intimidating, abusive, harassing, violent, hateful, degrading, obscene, pornographic, profane, harmful or injurious to individuals, tortious or that may otherwise result in criminal, regulatory or civil liability; (iii) any material that violates any agreement, intellectual property rights, moral rights, publicity rights, privacy rights, fiduciary obligations or other rights of a third party; (iv) spam, chain letters, junk mail or any other type of unsolicited mass messaging; or (v) any material that contravenes any notice or guideline posted by us on our website from time to time.

4.4

We reserve the right to limit, restrict or block the use of our centers for certain purposes, as determined from time to time in our discretion and without notice.

4.5

We have the right to monitor or investigate any content, or activities, that are transmitted or conducted using the Services.  We may also access or preserve content, or information, to comply with the legal process in Canada or foreign jurisdictions legally entitled to conduct investigations in Canada, or to ensure compliance with these terms of service and protect ourselves, our customers or the public.

4.6

You agree to use our shared rooms only after booking them using our online system and you further agree to pay any fines, fees, or additional charges if for whatever reason you used such rooms without prior booking.

4.7

We have the right to cancel bookings if client does not show up to their booking room after 30 minutes after their schedule booking.

5) Ending this Agreement

5.1

You can terminate the provision of Services at any time by contacting us in writing, or by emailing us at accounts@officeexec.com. We will cease providing the Services on two months from the day we receive your instructions to terminate, unless our records indicate that you chose to sign a term contract. If you require to have your number transferred to another service provider, we will not be accountable for any possible loss of Services during the transfer process. Any number not requested for transfer with the termination agreement will be recycled and re-assigned by us at our sole discretion. You agree to pay to us all charges that you’ve incurred up to the date we stop providing the Services, including for any Services provided or for any equipment that you’ve purchased including any unpaid balance, and any costs or charges we incur as a result of complying with your requests.

5.2

We can either suspend or terminate the provision of Services to you, without notice or further liability, as set forth in these Terms of Service or if we determine, in our sole discretion, that you have breached or will likely breach any of these Terms of Service, our House Rules, or our Fair Use Policy, or hired prior employees of OfficeExec or have otherwise used or exploited the Services. We also reserve the right terminate the provision of Services to you if you failed to pay your invoice on time, or are otherwise behind on payments owed to us. If we do terminate the provision of Services, we also reserve the right to refuse you as a customer, in our sole discretion, if you attempt to return to our Services subsequently. We also retain the right to hold any deposits or retainers paid by you.

5.3

We reserve the right to cancel provision of a general service, including administrative assistance, photocopying, kitchen access, or any other Services specifically promised to you. We also reserve the right to close any centre, replace, change, or remove any shared access room, technology, or other services, equipment, or facilities explicitly or implicitly promised by us or our partners. You will be given at least 45 days notice and can cancel your services with us prior to changes take effect.

6 Furniture, Equipment, and Supplies

6.1

All keys and/or access cards must be surrendered to us upon termination of the Services. Any deposits held by us maybe held indefinitely if keys and/or access cards are not promptly returned.

6.2

Wherever furniture, including but not limited to desks, chairs, and cabinets, is provided by us as part of an agreement, or without any agreement, it is to be maintained within reasonable wear levels. It is at our sole discretion to demand any fines, up to the full cost of replacement, if we suspect improper use.

6.3

Any technology or other electronic equipment provided for access by you is provided as is and no promises or warranties are made regarding their proper fit, workability, or machinability. We are, however, committed to providing working equipment and will strive to replace or repair equipment deemed broken. It is at our sole discretion to charge you for the replacement.

6.4

Any supplies, including but not limited to beverages, pens, and printing paper can be subject to costs outside of any agreement. Any supplies provided free with no explicit usage limitations is subject to our Fair Use Policy and it is at our sole discretion to restrict or charge an unjustified or abusive use of any supplies that are provided without explicit costs.

6.5

If it is determined that you have damaged, or in other ways have caused fines or penalties levied onto us, albeit, not to property directly owned or maintained by us, we will, wherever, possible, pass the full costs onto you.

7 Payments

7.1

Taxes and duty charges: Client agrees to pay promptly all taxes and any other fees required by the government, as well as taxes paid by Company for rent/occupancy, gross receipts, personal property taxes, and stamp tax.

7.2

Service Retainer/Deposits: Client will be required to pay Service Retainer/Deposit matching at least one month of services as outlined in the Summary. In addition, Client has to pay for first month services in full before services commence.

7.3

Set Up Fees: Company may charge a one time set up fee. This fee will vary from Centre to Centre and may vary based on Client requirements.

7.4

Payment: Company will send invoices electronically after the 15th of each month. Clients will make payments through pre-authorized withdrawal on the 1st of the following month or the first business day of the following month. The electronic invoice will indicate when payments will be taken out. Clients who have bank details on file will have their payments withdrawn 5 days prior to their due date. Clients who have a credit card on file will have payments taken out 1 day prior to due date or on the 1st of the month.

7.5

Late payment and insufficient funds: If Company does not receive payment on time, Client agrees to pay penalties as set by Company or any fees incurred by Company due to Client’s non-payment.

7.6

If Client fails to make payment or fails to provide reasonable explanations for failure, Company can elect to hold any service retainer or deposits against outstanding amounts and/or cancel agreement by the end of the following month.

7.7

Company may elect to raise monthly fees at each anniversary of this agreement to match Company’s current pricing.

7.8

The monthly fee of any recurring services requested by Client and outlined in the Summary are payable monthly in advance.

7.9

In accordance with the Ontario Commercial Landlord Tenant Act Client agrees not to withhold payment of rent or fees for services rendered, for any reasons, including a dispute regarding the rendered services or the rental property, or the rental amounts, or any other products offered by Company.

7.10

Client agrees to bring any disputes regarding fees to Company’s attention prior to the invoice due date. Client agrees that fees whose first invoice due date has passed cannot be made the subject of dispute. Client agrees to pay the full invoice amount at invoice due date, even if there is an ongoing dispute regarding the fees. Company will refund or discount a future invoice to compensate for overpayment, if any.

8 Promotions

8.1

We may, from time to time, offer promotions relating to our Services. For example, we may offer to credit you for the monthly service fees for all of our plans and qualifying value added service packages for the first month that you try them. When we offer promotions relating to our Services, we reserve the right to change the promotions we offer from time to time (including without limitation the terms and conditions applicable to such promotions) without notice.

9 Disclaimer

9.1

We don’t provide 100% up-time, 100% availability of phone system or other IT infrastructure

9.2

We don’t provide 100% availability of office adminstrators or other OfficeExec staff

9.3

We don’t provide 100% availability of equipment generally available, like copiers, coffee machines, boardroom equipment etc.

9.4

We make no promises regarding the financial, or otherwise, success of clients.

10 Exclusions and Limits of Liability

10.1

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON IN ANY EVENT FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MORAL, SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, SAVINGS OR REVENUE OR FAILURE TO REALIZE EXPECTED PROFIT OR SAVINGS OR OTHER NON-DIRECT, COMMERCIAL OR ECONOMIC LOSS OR DAMAGE OF ANY KIND UNDER ANY LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF SUCH DAMAGE OR LOSS, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE SERVICES, EQUIPMENT, PROPERTIES, THE FAILURE OR UNAVAILABILITY OF THE SERVICES, EQUIPMENT, OR PROPERTIES, THE USE OF THE SERVICES, EQUIPMENT, OR PROPERTIES, OR ANY UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION OR DESTRUCTION OF COMMUNICATIONS, INFORMATION OR DATA.

10.2

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS OF SERVICE APPLY TO OUR ACTS OR OMISSIONS AND THOSE OF OUR AFFILIATES AND SERVICE PROVIDERS AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “SUPPLIER PARTIES”), AND WILL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR CLAIM INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY.

11 Indemnity

11.1

You agree to indemnify and hold the Supplier Parties (as defined above) harmless from and against any and all claims, actions or demands, judgements against the Supplier Parties and all losses and expenses the Supplier Parties suffer, including without limitation reasonable legal and accounting fees, arising from or in connection with your use or misuse of the Services or any breach of these Terms of Service.

12 Arbitration

To the fullest extent permitted by applicable law, you agree that, unless we agree otherwise, all claims, disputes or disagreements (“Disputes”) between you and us relating to the Services, Terms of Service, handsets, equipment or any related promotions, advertisements, statements or communications will be settled by confidential, final and binding arbitration by a single arbitrator in the forum and under the rules we mutually agree upon, failing which the Arbitration Act, 1991 (Ontario) will apply.

13 Governing Law

You agree that, to the fullest extent permitted by law, these Terms of Service will be governed exclusively by the laws of the province of Ontario.

14 General

If any part of these Terms of Service is for any reason unenforceable, then that part will be considered severable from the Terms of Service without affecting the validity of the rest of the Terms of Service. The Terms of Service constitute the entire agreement between you and us in respect of the Services. You may not assign the Terms of Service or any of your rights or obligations under the Terms of Service, including by operation of law, without our prior written consent, which we may withhold in our discretion or make subject to conditions (such as a credit check, validation of identity or an administrative fee). We may assign the Terms of Service in our sole discretion. The Terms of Service shall benefit and be binding upon the respective successors and permitted assigns of the parties hereto. No waiver of any breach of the Terms of Service by you is effective unless made in writing and signed by us and, unless otherwise provided, is limited to the specific breach waived.