For the purposes of this Agreement, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

Acceptable Use Policy or AUP: Sets out the policy to which usage of the Services provided to the Customer by EH!tel shall be subject. The Customer shall not use or permit usage of any Service in a manner that violates EH!tel’s Acceptable Use Policy. The Acceptable Use Policy is Appendix C to this Agreement.

Agreement means these General Terms and Conditions of Service as well as any appendices and any applicable Service Order Form.

BBU is the abbreviated name for the Battery Backup Unit. The BBU provides continuous and backup power to the ONT.

Curb is the edge of a public roadway (Municipal property) adjacent to private property.

Curb Installation is the installation of Fibre to the Curb for a particular Premise.

Drop is the fibre optic line from the Curb to the Premise.

Drop Installation is the installation of a Drop on private property. A drop is typically installed from 6 inches to 48 inches below the grade with a vibratory lawn plow for minimum disturbance. A vibratory trencher, sidewalk drill, or Horizontal Directional Drill may be used if deemed necessary. In most cases the Installation to the Curb has been completed prior to the Drop Installation.

Early Cancellation Fee is the fee a Customer must pay to terminate Services before the end of a Term. The Early Cancellation Fee calculation is set out in Schedule “A” to this Agreement.

Effective Date has the meaning given to it in Section 6 of the General Terms and Conditions of Service.

Equipment means (i) in the case of an Installation under the FTTP Installation Terms, both of the ONT, BBU and the cable connecting the ONT to the BBU, or (ii) in the case of an Installation under the Wireless Installation Terms, both of the SU and POE.

Facilities means any wire, cable, radio, optical or other electromagnetic system, or any similar technical system used be EH!tel to provide Services to the Customer on the Customer’s Premise, and includes, but is not limited to, Fibre to the Premise and Equipment.

Fibre to the Curb is the term used when fibre optic lines are installed up to a Curb of a Premise. The fibre is commonly coiled in a junction box or coiled up at the surface in preparation for a Drop Installation.

Fibre to the Premise is the term used when fibre optic lines are installed and extended to a premise. Fibre to the Home is an alternate term commonly used with homes only.

Junction Box is any point at which fibre lines connect along a roadway.

Installation refers to any combination of Service Installation that is relevant to the Customer in this Agreement.

Installation Fees are the fees associated with “Drop Installation”, “Curb Installation”, “Service Installation”, including applicable surcharges as specified in this Agreement.

FTTP Installation Terms are the terms associated with EH!tel performing a fibre to the premise Installation under this Agreement. The Installation Terms are Appendix A to this Agreement.

ONT or Optical Network Terminal is the electronic hardware between the Drop and the data ports through which the Customer’s Services are provided.
Other Fees are any fees, other than the Recurring Monthly Fees, that the Customer agrees to pay in exchange for the Services, including fees for Value Added Services.

Package is the bundle of Services that Customer has agreed to receive, in exchange for the Recurring Monthly Fees, Installation Fees and Other Fees.

POE is the abbreviated name for Power Over Ethernet. The POE may consist of a single unit, two units consisting of the POE and power supply. The LAN or Network ports of the POE are designated for the Service.

Post Project is the time at which construction of the Project Segment has been completed.

Post Project Installation are Drop Installation and Service Installation after construction of a Project Segment has been completed. This type of installation requires a new Municipal Permit, Curb Installation, connections at a Junction Box, Drop Installation and Service Installation.

Premise is a reference to a structure, including home, business, facility, or building. Project refers to a specific area of the Fibre to the Premise network being proposed and/or constructed. These areas are defined by logical network engineering, and not necessarily tied to specific community or Municipal boundaries.

Project Segment is a stretch along any piece of road where Fibre to the Premise network is proposed and/or constructed. A segment is defined by logical network engineering (typically between Junction Boxes), and not necessarily tied to a concession, block or road in its entirety. For the purpose of this Agreement, a Premise will be part of a Project Segment at which point the Premise driveway accesses the public road.

Recurring Monthly Fees are the fees that the Customer must pay for the Services, based on the package selected by the Customer.
Service(s) are the Service ordered by the Customer that are included as part of the Customer’s chosen Package, as set out in an applicable Service Order Form.

Service Date has the meaning given to it in Section 7 of the General Terms and Conditions of Service.

Service Installation is the installation of the Equipment in a Premise and activation of one or more Service(s).

Service Level Agreement is the service level commitments of EH!tel for the Services to which the Customer wishes to subscribe. EH!tel’s Service Level Agreement is published online at www.a-tel.ca. EH!tel reserves the right to update it’s Service Level Agreement from time to time, and will provide the Customer with 30 days’ advanced notice of any change.

Service Order Form is the form that sets out the Services to which the Customer has agreed to receive from EH!tel.

SU is the abbreviated name for Subscriber Unit. The SU consists of the radio and/or antenna installed on the exterior of the home, and the POE (power over Ethernet) unit typically in the home.

Time Slots are an approximate time for when an Installation is scheduled Monday to Friday, consisting of 8 am and 6pm.

Value Added Services consists of: (i) usage based Service such as international calls, additional bandwidth, pay per view; (ii) technical and non-technical support, troubleshooting, options, custom installations, and other services that a Customer requests and EH!tel may provide at its discretion.

Wireless Installation Terms are the terms associated with EH!tel performing a wireless Installation under this Agreement. The Installation Terms are Appendix B to this Agreement.

8.1 The initial Term will commence on the Service Date and will continue for the period set out in Schedule “A”, unless terminated by either party as permitted under this Agreement (the “Initial Term”).
8.2 At the expiry of the Initial Term, this Agreement will automatically renew for an additional Term on a “month-to-month” basis, unless either party provides the other at least 30 days’ advance written notice of its intention not to renew.
8.3 If at any time prior to the expiry of the Term the Customer wishes to discontinue the Services, or if EH!tel terminates the Agreement or the Customer’s Services under Section 10, the Customer shall pay to EH!tel immediately, upon receipt of invoice, an Early Cancellation Fee which is equal to the sum of: twenty five percent (25%) of the Recurring Monthly Fees multiplied by the number of months remaining in the Term.

9.1 Customer will pay EH!tel the one-time Installation Recurring Monthly Fees, and any Other Fees as set out in an applicable Service Order Form.
9.2 If the Service Date of the Services falls prior to the 1st of any given month, the monthly fee will be pro-rated for the balance of that month. If the Service Date of the Services” falls on or after the 1st of any given month, the monthly fee will be pro-rated for the balance of that month, plus the monthly “services” fee for the following month. Prorated fees are calculated on a per day basis, which is the total of the Recurring Monthly Fees divided by 30.
9.3 All one-time Installation Fees will be payable in advance. All Recurring monthly Fees will be payable monthly in advance. Monthly fees and charges for other services, which are not billed as recurring monthly fees, will be payable monthly in arrears. (service calls or long distance charges)
9.4 EH!tel will issue monthly invoices via email by the 1st day of each month. Customer may elect to receive a paper invoice sent through Canada Post is subject to a $3.00 surcharge.
9.5 Except for the first payment, which must be paid by the Customer to EH!tel before commencement any installation, all amounts payable will be due on or before the 30th day of the month proceeding the month of the Services (“Payment Due Date”).
9.6 The Customer may pay invoices by any payment option as posted on EH!tel ‘s website (www.a-tel.ca) or listed on an invoice.
9.7 Any payment not made by the Payment Due Date will be subject to an interest charge of two percent (2%) per month, with a minimum charge of $2.00, compounded monthly. Any Installation Fees become due immediately if the Customer refuses Services or Installation.

10.1 Suspension or Termination with notice by EH!tel. Without incurring liability, EH!tel may terminate the Agreement or suspend, restrict or terminate the applicable Services, upon minimum 14 days’ prior written notice, if the Customer:
10.1.1 has failed to pay any amount payable under an invoice within 60 days’ of the Payment Due Date;
10.1.2 violates or breaches any of the material provisions of the Agreement; or
10.1.3 becomes bankrupt or insolvent, makes a general assignment for the benefit of creditors, is dissolved, or liquidated or takes any corporate action for such purpose, has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
10.2 Suspension without notice by EH!tel: Unless otherwise required by law or regulatory authority, EH!tel may without notice, acting reasonably and without incurring liability: (a) cancel a request for Services or (b) temporarily suspend or restrict a Service to Customer if EH!tel deems such action necessary to protect against fraud or the commission of suspected illegal activities, to prevent the Customer’s use of the Services from violating the Acceptable Use Policy or causing harm to the network, or to otherwise prevent interference with EH!tel’s ability to provide the Services to the Customer or others. In suspending or temporarily blocking Services under this Section, EH!tel will use reasonable efforts to provide advanced notice to the Customer before taking action and, if advanced notice cannot be provided, shall provide notice as soon as possible after suspending or temporarily blocking the Services.
10.3 Changes by EH!tel EH!tel may change any Recurring Monthly Fees payable or Services provided under this Agreement, upon 30 days’ written notice prior to the end of any Term. For clarity, EH!tel will not change any Recurring Monthly Fees or Services during the period covered by a Term.
10.4 Early Termination by Customer Some packages are tied to a Term for reduced Installation Fees. In such a case, the Customer may nevertheless terminate the Services before the end of the Term by paying an Early Cancellation Fee, as set out in Schedule “A”.
10.5 Changes by Customer Upon expiry of any Term, the Customer has the option to select alternate Services.at any time through contracting EH!tel customer support. EH!tel requires 3 Business days for the service change to take effect. Any changes in the service fee will not take effect until the next billing cycle.

13.1 The limit of EH!tel‘s liability in contract, tort (including negligence), equity or by statute or otherwise to customer (or its clients) concerning performance or non-performance in any manner related to this Agreement, for any and all claims will not, in the aggregate, exceed the total fees paid by the Customer to EH!tel under this Agreement in the immediately preceding one month from the date the claim arose. In no event will EH!tel be liable for any lost profits, special, indirect, consequential, incidental or punitive damages. The Customer acknowledges that this limitation of liability is a material term of this Agreement and that EH!tel would not enter into this Agreement in the absence of this limitation of liability.
13.2 Customers expressly agree and acknowledge that the use of the service is at your sole risk, and the in particular but without limiting the generality of the forgoing, neither EH!tel nor any of its information providers, licensors, employees, or agents warrant that the Service will be uninterrupted or error-free; nor does EH!tel or any of its information providers, licensors, employees, or agents make any warranty or representation as to the result to be obtained from the use of the Service. The Service and any deliverables provided by EH!tel or those for whom it is responsible in law are provided “as is” and “as available” without warranties or conditions of any kind except for those explicitly referred to in this Agreement.
13.3 Neither EH!tel nor anyone else involved in creating, producing, or delivering the Service shall be liable for any direct, indirect, incidental, special or consequential damages arising out of use of the Service or inability to use the Service. Neither EH!tel nor any of its affiliates warrant that any data or files sent to you be transmitted in uncorrupted form or within a reasonable period of time, that such data or files will not be intercepted or that other users will not gain access to any of your computer equipment, or that any Content, or other materials accessible on the Service is free of viruses or harmful elements or components. There are no express or implied representations, warranties, or conditions whatsoever (including warranties of title or non-infringement, or the
implied warranties of merchantability or fitness for a particular purpose) with regard to the service or any merchandise, information or service provided on the Internet and all representations, warranties, or conditions of any kind, express or implied, are to the extend permitted by the applicable law excluded hereby.

17.1 Notices All approvals, requests, authorizations, directions or other communications under this Agreement, with the exception of maintenance notifications and those explicitly referred to otherwise in this Agreement, will be given in writing to the party’s address for such party and will be deemed to have been delivered and given for all purposes (i) on the delivery date, if delivered personally; (ii) one business day after deposit with a commercial overnight carrier, with written verification of receipt, if sent by courier; (iii) upon completion of transmission, if sent via facsimile with a confirmation of successful transmission; and (iv) upon personal acknowledgement by the recipient, if sent by email.
17.2 Conflict For the purposes of resolving any conflict within the Agreement, and subject to Section the order of priority of interpretation to resolve any direct conflict or contradiction of relevant terms and conditions in this Agreement shall, from highest to lowest be as follows: (i) Highest – the General Terms and Conditions of Service; (ii) any applicable Service Order Form; and (iii) appendices to the Agreement.
17.3 Compliance with Laws The Customer, at Customer’s cost, shall fully comply with all applicable laws, regulations, rules and ordinances pertaining to Customer’s use of EH!tel ‘s services. Customer shall also comply with all reasonable rules and regulations established from time to time by EH!tel for the provisioning of the services.
17.4 Assignment The Customer may not assign this Agreement or any of its rights or obligations or the license hereunder, without the prior written consent of EH!tel. EH!tel may assign its rights and obligations under this Agreement without the Customer’s consent.
17.5 No Waiver No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
17.6 Severability and Reformation If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
17.7 Remedies not Exclusive The remedies available to the parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be deemed or construed to affect any right which either of the parties is entitled to seek at law, in equity or by statute.
17.8 Relationship The relationship of EH!tel to Customer will be that of an independent contractor or service provider, and neither EH!tel nor any employee of EH!tel will be deemed to be an agent or employee of Customer.
17.9 Choice of Law and Attornment This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (without regard to conflict of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods). Subject to the dispute resolution provisions set out herein, the Superior Courts of Ontario and all courts of appeal therefrom shall have exclusive jurisdiction to consider and determine all disputes, litigation, and claims, both at law and in equity that may arise in any connection with this Agreement.
17.10 Further Assurances Each of the parties will promptly execute and deliver to the other at each party’s own expense such further documents and assurances and take such further actions as the other may from time to time request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights, interests and remedies intended to be created in favour of the other.
17.11 Liens and Encumbrances The Customer will not have the power, authority or right to create and will not permit any lien or encumbrance, including without limitation, tax liens, mechanics’ liens, builders liens or other licenses or encumbrances with respect to work performed, in connection with the Equipment and installation. The Customer shall not permit any mechanics’, materialmen’s, or other liens to be filed against the Equipment and installation. The Customer further covenants and agrees that any lien filed against the Equipment, for work claimed to have been done for, or materials claimed to have been furnished to the Customer, will be discharged by the Customer, by bond or otherwise, within fifteen (15) days after the filing thereof, at the sole cost and expense of Customer. EH!tel shall have the right at all reasonable times to post and keep posted on the Customer’s premise any notices which it deems necessary for protection from such liens. If any such liens are filed and not released within that fifteen (15) day period, EH!tel may, without waiving its rights and remedies based on that breach by the Customer, and without releasing the Customer from any of its obligations, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such liens.
17.12 Language This Agreement and all related documents have been drawn up in English at the mutual request of the parties hereto.