All capitalized terms contained herein shall have the meanings given to them in the Beanfield Services Agreement to which these Terms of Service are deemed to form a part of, upon activation of Services to the Subscriber.
1. Subscriber obligations
The Subscriber shall:
- Be responsible for all persons they authorize or give access to use its Beanfield Service.
- Acknowledge that the acts or omissions of all persons they authorize or give access to use its Beanfield Service will be treated as the Subscriber’s acts or omissions.
- Provide Beanfield reasonable access to their location to perform necessary maintenance or repairs. Beanfield will provide Subscriber with a minimum of five (5) days advance notice when access is required, except for instances where emergency repairs are required to maintain service availability. All such access is subject to site-specific access and security regulations.
- Not tamper with or change the Services as delivered by Beanfield or any equipment provided by Beanfield.
2. Service obligations
- Disclaimer - Subscriber acknowledges that Beanfield does not warrant uninterrupted or error free Services, or the content, availability, accuracy or any other aspect of any information including all data, files and all other information or content in any form, accessible or made available to or by the Subscriber or any other persons using the Subscriber's Service.
- Alternative Service - During the Term of any Services Agreement, Beanfield may migrate any Service to an alternative service or technology, as long as the alternative service or technology provides the same functionality and reliability as the current Service. If Beanfield plans to migrate the Subscribers Service to an alternative service or technology, Beanfield will provide the Subscriber with ninety (90) days advance notice. If the Subscriber does not wish to subscribe for the alternative service or have its original Service delivered by the proposed alternative technology, the Subscriber may terminate the Service on the cut-over date to the new service or technology, as the case may be, on not less than thirty (30) days notice to Beanfield.
- Service Interruption - The Subscriber also acknowledges that Beanfield may interrupt the Services from time to time as specified in any Services Agreement, to perform maintenance or repairs on the Services, provided that Beanfield provides the Subscriber with five (5) days advance notice. All non-emergency maintenance and repairs shall be scheduled on a Sunday between 1:00 a.m. and 6:00 a.m., local time unless the parties otherwise agree.
3. Month to month after expiry
If Services are provided by Beanfield to the Subscriber after the expiry of the Term and no renewal or extension agreement has been entered into by the parties, the Services Agreement will continue for an indeterminate term, at the same terms and conditions as under the initial contract (except as provided below),on a "month to month" basis, terminable by either party upon sixty (60) days advance notice to the other party. Beanfield reserves the right at any time during the last sixty (60) days of the Term or at any time during the month to month indeterminate renewal period(s), to increase the Service Charges on sixty (60) days advance notice to the Subscriber.
4. Service relocation
If the Subscriber requests the relocation of a Service to another municipal address within Beanfield's service area, the Subscriber will be responsible for any new installation charges associated and Beanfield will advise the Subscriber of the estimated cost thereof. If Beanfield is unable to provide Service at the new location or the Subscriber does not wish to pay for the relocation costs, the Subscriber shall remain responsible for Service Charges for the remaining months in the Services Agreement unless the Subscriber pays a lump sum early termination fee as agreed to by the parties.
5.1 Either party may by notice terminate this Services Agreement if the other party breaches or fails to observe or perform any of its material obligations set out in this Services Agreement and fails to cure such breach or failure within ten (10) days after notice from a party, force majeure delays excepted.
5.2 If at any time prior to the expiry of the Term the Subscriber discontinues the Services or terminates this Services Agreement for any reason other than as permitted in 5.1 above, or if Beanfield terminates this Services Agreement due to Subscriber default pursuant to 5.1 above, including, but not limited to, a default in payment, the Subscriber shall immediately pay to Beanfield upon receipt of invoice, as liquidated damages and not as a penalty, an amount which is equal to the sum of:
- any Capital Costs which the Subscriber has not fully paid for as of the effective date of termination, plus interest; and
- a lump sum representing the aggregated total of any waived or discounted installation, one-time or monthly recurring charges associated with the terminated Services in consideration of the Subscriber’s commitment to the Term.
5.3 Beanfield may suspend, withdraw or restrict all or part of the Services at any time until further notice to the Subscriber in any of the following events
- If the Subscriber is bound by an Acceptable Use Policy for their specific Service, as indicated on “Schedule A” of their Services Agreement and the Subscriber is in violation of the Acceptable Use Policy (available at www.beanfield.com/aup.)
- The provision of the Services would cause the Beanfield to be in violation of any applicable law;
- In the reasonable opinion of the directors of Beanfield it is necessary to suspend the Services in order for Beanfield to
- carry out scheduled maintenance, repair or upgrade any equipment or facility forming part of the Beanfield Network, where Beanfield has given the Subscriber at least five (5) days advance notice, or as much notice as is commercially reasonable in the circumstances or;
- protect the overall integrity of the Network and its users or;
- carry out any emergency service, unplanned maintenance, repair or upgrade of any equipment or facility forming part of the Beanfield Network, where Beanfield has given the Subscriber as much notice as is commercially reasonable in the circumstance, which may be none depending on the severity of the situation.
5.4 Beanfield may suspend, withdraw or restrict all or part of the Services at any time until further notice to the Subscriber in any of the following events
- The Subscriber is on the receiving end of a Denial of Service Attack (DOS), or a Distributed Denial of Service Attack (DDOS) from somewhere on the Internet and it is causing problems for other user’s of the Beanfield Network.
- The Subscriber or any person having access to the Subscriber’s Services, harass, threaten or abuse any Beanfield employee.
5.5 The Subscriber's obligation to pay Services Charges shall continue during periods of service suspension under Sections 5.3 or 5.4.
6. Subscriber credits
The Subscriber must notify Beanfield within ninety (90) days of an invoice being issued with respect to any questions or discrepancies. Failure to notify Beanfield within this time period will constitute the Subscriber's acceptance of such Service Charges.
7. Representations and warranties
- Each Party represents and warrants to the other that: (i) it has full right and authority to enter in to the Agreement and that by entering into the Agreement, it is not in violation of its organizational documents, or any law, regulation or agreement by which it is bound or to which it is subject; (ii) its execution, delivery and performance of the Agreement has been duly authorized by all requisite corporate action; (iii) that the individuals signing the Agreement on behalf of the parties are authorized to do so; (iv) it is a business entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or incorporation; (v) there are no actions, suits or proceedings pending or threatened against it before any court or administrative agency that would materially impair its performance under the Agreement; and (vi) all personal information collected by a party or provided by either party to the other, shall be used strictly in order to perform the gathering or receiving party's obligations under this agreement and use or disclosure of such information shall be in compliance with the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 and with the Act respecting the Protection of Personal Information in the Private Sector (CQLR, chapter P-39.1).
- Beanfield represents and warrants that it will provide the Services in a manner consistent with generally accepted standards for the type of Service.
- THE WARRANTIES PROVIDED IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AVAILABILITY OR RELIABILITY OF THE SERVICES.
8. Limitation of liability
- EXCEPT FOR DAMAGE TO PROPERTY OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OR WILFUL MISCONDUCT OF BEANFIELD OR ITS AGENTS, WHICH SHALL NOT BE LIMITED, BEANFIELD’S LIABILITY FOR OTHER DAMAGES, COSTS, EXPENSES, OR LOSSES (COLLECTIVELY “DAMAGES”) UNDER THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO 6-MONTHS’ FEES CHARGED FOR THE SPECIFIC SERVICE THAT THE DAMAGES RELATE TO.
- NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS SERVICES AGREEMENT, INCLUDING LOST PROFITS, ANTICIPATED OR LOST REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY COMMERCIAL OR ECONOMIC LOSS, OR ANY THIRD PARTY CLAIM, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, COMMON LAW, OR ANY OTHER LEGAL THEORY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBLE DAMAGES.
- THE SUBSCRIBER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BEANFIELD, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS FROM AND AGAINST ANY THIRD PARTY CLAIMS ARISING OUT OF THE SUBSCRIBERS USE OF THE SERVICE AND WILL REIMBURSE BEANFIELD FOR ALL LEGAL AND OTHER EXPENSES, INCLUDING LEGAL FEES, INCURRED IN CONNECTION THEREWITH; PROVIDED THAT: (I) BEANFIELD PROVIDES SUBSCRIBER WITH REASONABLE WRITTEN NOTICE OF THE CLAIM; (II) SUBSCRIBER HAS SOLE CONTROL OF THE DEFENSE AND ALL RELATED SETTLEMENT NEGOTIATIONS (EXCEPT THAT BEANFIELD SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE TO PARTICIPATE IN SUCH DEFENSE OR SETTLEMENT THROUGH COUNSEL OF ITS OWN CHOOSING) AND SUBSCRIBER HAS, WITHOUT LIMITATION, THE SOLE DISCRETION TO SETTLE SUCH CLAIM WITHOUT CONTRIBUTION FROM BEANFIELD; AND (III) BEANFIELD PROVIDES SUBSCRIBER, UPON SUBSCRIBER’S REQUEST, WITH THE ASSISTANCE, INFORMATION AND AUTHORITY NECESSARY TO PERFORM SUBSCRIBER'S OBLIGATIONS UNDER THIS PARAGRAPH. REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY BEANFIELD IN PROVIDING SUCH ASSISTANCE WILL BE REIMBURSED BY SUBSCRIBER IF PRE-APPROVED BY SUBSCRIBER. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
- This Services Agreement and all documents, data, information, maps and other materials which are disclosed by one party to the other party in fulfilling the provisions and intent of such Services, are and shall be confidential (the “Confidential Information”). Neither party shall divulge or otherwise disclose the Confidential Information to any third party without the prior consent of the other party, except that either party may make disclosure on a need-to-know basis to those employees required for the implementation or performance of the Services. In addition, either party may make disclosure as required by a court order or as otherwise required by law or in the performance of a party's obligations (or those of its Affiliates) as a public company. If either party is required by law or similar process to disclose any Confidential Information, it will, to the extent legally permissible, provide the other party with prompt written notice of such request or requirement so that such party may seek an appropriate protective order and/or waive compliance with this “Section 9”. The party whose consent to disclose information is requested shall respond to such notice request, within five (5) Business Days of the request by either authorizing the disclosure or advising of its election to seek a protective order, or if such party fails to respond within the prescribed period the disclosure shall be deemed approved.
- Section 9(a) shall not apply to information that: (a) is publicly available other than through a breach of this Services Agreement, (b) is lawfully in the possession of the recipient before disclosure by the other party and is not otherwise subject to a confidentiality undertaking, (c) is obtained through a third party that is free to disclose it, and (d) is required by law to be disclosed (and then, to the extent legally permissible, only after reasonable advance notice to the disclosing party).
- Upon expiration of the Term or, if earlier, upon a written request of a party, the other party shall either return to the other party or destroy all Confidential Information, and any copies of the same.
- Nothing herein shall be construed as granting any right or license under any copyrights, trademarks, service marks, trade names, inventions, or patents now or hereafter owned or controlled by either party.
- Neither party shall, without first obtaining the other party’s written consent, use any trademark, service mark, trade name, inventions or patents of the other party or refer to the subject matter of the Agreement or the other party in any marketing, promotional or advertising material or activity, or otherwise, nor disclose to others any specific information about the subject matter of this Services Agreement.
This Agreement may not be assigned by the Subscriber without the prior written consent of Beanfield, such consent not to be unreasonably withheld; provided that Subscriber may, without consent, assign this Agreement in connection with a corporate reorganization or merger or to any entity that controls, is controlled by or is under common control with the assigning Party or to a purchaser of all or substantially all of its assets or business, and in any such event, the assigning Party shall not be released from its obligations hereunder.
The Subscriber understands that signing a Services Agreement does not guarantee availability of that particular Service, since availability can only be determined during the provisioning process. If Beanfield cannot provide the Services, or a mutually agreed upon equivalent solution, within thirty (30) days of any proposed installation date, the Subscriber may terminate the Service without liability upon notice to Beanfield. Installation dates will only ever be provided once a formal site visit/facilities check has been completed by Beanfield.
Copyright for this site and all its contents belong to Beanfield Technologies Inc. ("Beanfield"), unless otherwise noted below. This site and any of its contents may not be used, downloaded, copied, licensed or sold in whole or in part without the prior written consent of Beanfield.
The Beanfield name and logo are both trademarks of Beanfield and Beanfield may also claim rights to other trademarks, service marks, logos and icons contained on this site.
All information and content on this site are subject to applicable statutes and regulations, and are furnished 'as is', without warranty of any kind, express or implied. Beanfield. shall not be liable (whether in negligence or otherwise) to any person for any error, omission or incompleteness in the information, or reliance on the information, on the site, nor shall Beanfield be under any obligation to advise any person of any error therein. In no event shall Beanfield. be liable for any damages whatsoever (including, without limitation, damages for loss of profits, business interruption, or loss of information) arising out of the use of or inability to use the site or the information thereon, even if Beanfield. has been advised of the possibility of such damages. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
Beanfield reserves the right to add, modify or delete information on this site at any time without notice to you.
Please note that there is no guarantee that any e-mail sent to Beanfield will be received by Beanfield, or that the contents of any e-mail will remain confidential during Internet transmission.
Your privacy is very important to Beanfield and we fully comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and with the Act respecting the Protection of Personal Information in the Private Sector. For more information about PIPEDA, please visit Industry Canada's Privacy for Business website at http://www.privacyforbusiness.ic.gc.ca.
Any cookies used by this site are in no way linked to any identifiable personal information. Information of a non-personal nature, such as Internet protocol addresses, browser types, Internet service providers, referring and exit pages, and platform types, are logged by this site for aggregate, statistical, and analytical uses.
It is the policy of Beanfield to control the collection, use, and disclosure of personal information in accordance with the requirements set out in PIPEDA and in the Act respecting the Protection of Personal Information in the Private Sector. In certain circumstances personal information may be used, collected, or disclosed without the knowledge and consent of the individual. Exemptions include, but are not limited to, personal information gathered for: legal or security reasons; detection and prevention of fraud; and law enforcement.
Beanfield is responsible for personal information under its control. Beanfield's Privacy Officer is accountable for Beanfield's policy with respect to the management of personal information and is the person to whom complaints and inquiries can be forwarded. For any privacy related issues, please use the below contact information:
- Privacy Officer
- Beanfield Technologies Inc.
- 67 Mowat Avenue Suite 418
- Toronto (Ontario)
- M6K 3E3
- Phone: 416-532-1555
- Fax: 416-532-1554
- Email: email@example.com
Identifying Purposes of Data Collection
Beanfield will identify the purposes for which personal information is collected at or before the time of collection.
Beanfield will obtain the knowledge and consent of the individual for the collection, use, or disclosure of their personal information.
Beanfield limits the collection of personal information to that which is necessary for the purposes identified by Beanfield.
Limiting Use, Disclosure, and Retention
Beanfield will not use disclosed personal information for purposes other than those for which it was collected, except with the consent of the individual or as permitted by law. Beanfield will retain personal information only as long as necessary for the fulfillment of those purposes.
Personal information shall be as accurate, complete, and up-to-date as is necessary for the purposes for which it is to be used.
Beanfield will protect personal information using security safeguards appropriate to the sensitivity of the information.
Beanfield will make readily available to individuals specific information about its policies and practices relating to the management of personal information.
Upon written request, Beanfield will inform an individual of the existence, use, and disclosure of his or her personal information and will give that individual access to that information. An individual shall be able to challenge the accuracy and completeness of the information and have it amended as appropriate.
An individual shall be able to address a challenge concerning compliance with the above principles to Beanfield's Privacy Officer.