Residential Television Services Agreement - Terms of Service
1. Customer obligations
- Is responsible for any person’s use of the Service, whether such use is authorized by the Customer or not, and acknowledges that the acts or omissions of all persons that use the Service will be treated as the Customer’s acts or omissions.
- Shall provide Beanfield reasonable access to the Premises to perform necessary maintenance or repairs. Beanfield will provide Customer with as much notice as is commercially reasonable in the circumstances where access is required to the Premises. Except where emergency repairs are required to maintain service availability, Beanfield will provide Customer a minimum of five (5) days advance notice when access is required.
- Shall not tamper with or change the Equipment or the Services as delivered by Beanfield without Beanfield’s express authorization.
2. Service obligations
- Disclaimer - Customer 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 Customer or any other persons using the Service.
- Service Interruption - The Customer acknowledges that Beanfield may interrupt the Services from time to time to perform maintenance or repairs on the Services upon five (5) days advance notice to the Customer.
3. Service Relocation
If the Customer requests the relocation of a Service to another municipal address within Beanfield's service area, the Customer will be responsible for any new installation charges and Beanfield will advise the Customer of the estimated cost thereof. If Beanfield is unable to provide Service at the new location or the Customer does not wish to pay for the new installation charges, the Customer may terminate the Services in accordance with the Services Agreement.
4. Service Pricing
Beanfield reserves the right to increase the price of the Service upon thirty (30) days’ prior notice to the Customer. If the Customer does not accept the price increase, the Customer’s sole recourse shall be to terminate the affected Services in accordance with the Service Agreement.
- Beanfield may, by notice to Customer, terminate the Services Agreement if Customer breaches or fails to observe or perform any of its material obligations set out in the Services Agreement and fails to cure such breach or failure within ten (10) days after notice from Beanfield. Customer is responsible for all collection costs and reasonable legal expenses incurred by Beanfield in enforcing its rights under the Services Agreement.
- Beanfield may terminate or suspend all or part of the Services without notice at any time and in any of the following events: (i) non-payment; (ii) breach of Section 5 of the Services Agreement or the Terms of Service; (iii) if the provision of the Services would cause Beanfield to be in violation of any applicable law; (iv) default; or, (v) if, in Beanfield’s reasonable opinion, it is necessary to suspend the Services in order for Beanfield to 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 Customer as much notice as is commercially reasonable in the circumstance, which may be none depending on the severity of the situation.
- The Customer's obligation to pay the Services Charges shall continue during periods of service suspension.
6. Customer credits
The Customer 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 Customer's acceptance of such Service Charges.
7. Representations and warranties
- Beanfield represents and warrants that: (i) it has full right and authority to enter into the Services Agreement and that by entering into the Services 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 Services Agreement has been duly authorized by all requisite corporate action; (iii) that the persons signing the Services Agreement on its behalf 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; and (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.
- 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 SERVICES 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, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR ITS AUTHORIZED AGENTS, BEANFIELD’S LIABILITY FOR OTHER DAMAGES, COSTS, EXPENSES, OR LOSSES (COLLECTIVELY, “DAMAGES”) UNDER THE SERVICES AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO 6-MONTHS’ FEES CHARGED FOR THE SPECIFIC SERVICE THAT THE DAMAGES RELATE TO.
- NOTWITHSTANDING ANYTHING HEREIN OR IN THE SERVICES AGREEMENT, IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL 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 CUSTOMER WILL INDEMNIFY AND HOLD HARMLESS BEANFIELD, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AUTHORIZED AGENTS FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES) INCURRED BY BEANFIELD RELATING TO THE CUSTOMER’S VIOLATION, ALLEGED VIOLATION OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR CONTRACTUAL RIGHTS OF A THIRD PARTY ARISING UNDER THE SERVICES AGREEMENT. THIS INDEMNITY SHALL SURVIVE TERMINATION OF THE SERVICES AGREEMENT.
- All personal information collected by Beanfield shall be used strictly in order to perform Beanfield’s obligations under the Services 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.