Terms of Use

1. Definitions

In this Agreement, the following terms have the meanings set forth below:

VoIP Service

Our Internet Protocol Telephony service as described on our website.

Customer

The person or entity subscribing to our services.

Billing Period

The monthly or annual billing cycle applicable.

Compatible Equipment

Equipment certified as compatible with our VoIP services.

9-1-1 Emergency Service

Emergency response service available with certain limitations.

2. Acceptance of the Terms

By using our services, you represent that you:

• Are at least 18 years old or have the legal authority to contract
• Provide accurate and complete information
• Accept to be bound by these terms
• Understand that the VoIP service is not a traditional telephone service

We reserve the right to refuse service to any person or entity at our discretion.

3. Description of the Service

We provide an IP telephony service with the following features:

• National and international VoIP calls according to your plan
• Included basic features (call transfer, voicemail, etc.)
• Access via multiple compatible devices
• 9-1-1 emergency service with significant limitations (see section 7)

Important Limitations:

• The service depends on your Internet connection
• Some features may not be available in all regions
• We do not guarantee the service will be uninterrupted or error-free

4. Customer Obligations

By using our services, you agree to comply with the following:

a) Proper Use

• Not to use the service for illegal, fraudulent, or abusive purposes, including telemarketing, automated calls, or unsolicited messaging (spam).
• Comply with all applicable federal, provincial, and local laws, including CRTC laws and regulations.
• Not to interfere with normal network operation, quality of service, or security.
• Not to attempt to access unauthorized areas of the service, platform, or network.
• Not to resell, rent, or share our services or your phone numbers with third parties without explicit written consent. Any violation may result in immediate suspension or termination of the service.

b) Configuration and Security

• Maintain a suitable and stable Internet connection to ensure service quality.
• Use only compatible and certified hardware.
• Provide adequate power supply and backup in case of outage to ensure access to emergency services.
• Protect your login credentials and maintain the security of your local network. You are fully responsible for any fraudulent use of your service.
• Notify us immediately of any unauthorized use or security issues you become aware of.

c) Information and Billing

• Provide accurate, complete, and up-to-date information at signup and throughout your use of our services, including your physical address and billing information.
• Agree that any fraudulent use of your account, even by an unauthorized third party, is your responsibility and that you will pay all related charges.

d) Usage Restrictions

It is strictly prohibited to:

• Use the service for call centers without prior agreement with Clemento.
• Circumvent our billing methods or security systems.
• Terminate your phone number or port it to another provider without following the portability and termination procedures in our terms.

5. Billing and Payment

a) Service Fees

You agree to pay:

• Monthly or annual fees according to your plan
• Any applicable activation fees
• Additional usage charges based on your consumption
• All applicable taxes

b) Payment Methods

We accept payments by:

• Credit card (Visa, MasterCard, American Express)
• Bank transfer (plans of CAD 2,000.00 and above per month only)

c) Late Payments

In case of late payment:

• We may apply a late fee of 0.0877% per day (32% per year)
• We may suspend the service after 5 days of delinquency
• We may require a security deposit to restore service

d) Refunds

Refunds are subject to our policy:

• No refunds for services already provided
• Pro-rated refunds for prepaid services not used
• Possible cancellation fees depending on the plan

6. Term and Termination

a) Contract Term

Your contract starts on the activation date and continues:

• For the initial term specified in your plan
• Then automatically renew for successive identical periods

b) Termination by Customer

You may terminate:

• In case of a substantial change to the terms by us
• At any time with 15 days' notice. You must return rented equipment at your expense if you have been a member for less than one year, using Canada Post, FedEx, DHL, UPS or Purolator. Equipment must be shipped to 49 Vinay Street, Lanoraie, QC J0K 1E0
• IMPORTANT: If you wish to port your number to another provider, this must be done while the subscription is still active (in a month that is already paid) and at least 15 days before the end of that month. Otherwise you will lose access to your phone number and it will become our property. The number can be ported to another provider ONLY if requested BEFORE the end of the current paid month and the account is in good standing (NO BALANCE DUE). If you do not port it, the number becomes our property and we will reassign it to another customer.

c) Termination by Clemento

We may terminate immediately:

• If you violate these terms
• If you fail to pay fees
• If we discontinue offering the service in your region
• Or at our sole discretion

d) Consequences of Termination

Upon termination:

• All unpaid fees become immediately due, with interest accruing daily (0.0877% per day - 32% per year)
• You lose access to your phone number and it becomes our property. The number can be ported to another provider if requested before termination and the account is in good standing. If you do not port it, the number becomes our property and we will reassign it to another client.
• In other words, if you want to port your number elsewhere, you must do so while the subscription is still active (in a month that is already paid) and at least 15 days before the end of that month.
• We may delete your data in accordance with our Privacy Policy

7. 9-1-1 Emergency Service (e-911)

a) Mandatory configuration and operation

Our e-911 service is mandatory for all accounts and must be activated and configured with a valid address before any use of the service. If you do not configure your address, 9-1-1 calls will be blocked and will not be routed.

• Call routing : Our service routes emergency calls to the appropriate emergency center (CASP) based on the address you have on file in your account.
• Information transmission : It transmits your phone number and the registered address to the emergency responders.
• Your responsibility : It is your sole responsibility to provide an accurate and complete physical address when initially configuring your account and to keep it up to date at all times. If you do not configure your address, 9-1-1 calls will be blocked and will not be routed. You can configure it by clicking the button below:
Configure my 9-1-1 service

b) Important limitations of the e-911 service

The e-911 service differs from traditional 9-1-1 for the following reasons:

• Outages : The service will not function during a power outage or if your Internet connection is interrupted.
• Phone relocation : If you move your VoIP equipment, you must immediately and manually update your address in your customer account. If you do not, emergency responders will be sent to the old address, which could delay arrival.
• Routing delay : There may be an extra delay in routing your call to the correct emergency center depending on address validation.
• Non-automatic location identification : Emergency responders may not be able to receive your location if you are unable to provide it.

c) Your responsibilities and exclusions

As a user of our service, you agree to the following:

• User notification : You must inform all potential users of the service (employees, customers, family members, etc.) of the e-911 limitations for VoIP.
• Alternative emergency means : You must have an alternative means of accessing emergency services, such as a mobile phone or a traditional landline, in case our service fails.
• Maintenance of location information : You must keep your location information up to date in your account. Any error or omission is your sole responsibility.

d) e-911 service configuration

The e-911 emergency service must be configured by you. You must complete the form below and follow the steps to associate a valid physical address with each of your phone numbers. This step is mandatory for your e-911 service to function. If the e-911 service is not activated, calls to 9-1-1 will not be routed.

To configure your service, please click the button below. Note that the e-911 service incurs a monthly charge of CAD 3, and a setup fee of CAD 5, and it will be activated only when all fees are paid.

Disclaimer : We will not be liable, under any circumstances, for any damage, loss, or claim arising from a failure to transmit a 9-1-1 call or sending help to an incorrect address due to your omission or error. You release Clemento, its officers, employees and partners from all civil liability for such events.

Indemnification : In addition, you agree to defend and indemnify us for any claims, suits, damages, losses, legal fees or other costs arising directly or indirectly from your failure to comply with the terms of this section, including, but not limited to, your failure to correctly configure the e-911 address or to keep it updated.

8. Warranties and Liabilities

a) Warranty disclaimer

We provide the service "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

b) Limitation of liability

To the maximum extent permitted by law, Clemento (16390544 Canada Inc.) will not be liable to you or any third party for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or use
• Costs of substitute services
• Damages related to the 9-1-1 service or its absence

c) Cap on liability

Our total liability to you for any claim arising out of or related to these Terms or our services is limited to the amount you paid us in the last three (3) months for the services giving rise to the claim.

d) Exceptions

Certain jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for indirect or incidental damages. If those laws apply to you, some of the above exclusions or limitations may not apply, and you may have additional rights.

9. Intellectual Property

a) Clemento rights

We own all rights, title, and interest in:

• Our software, platforms, and technologies
• Our trademarks, logos, and visual identity
• Our documentation, training materials, and marketing collateral

These terms do not grant you any rights in our intellectual property beyond the limited use necessary to benefit from our services.

b) Restrictions

You may not:

• Copy, modify, distribute, or create derivative works from our software
• Use our marks without prior written permission
• Remove or modify any copyright or trademark notices
• Engage in reverse engineering, decompiling, or disassembling our technologies

c) User content

You retain all rights in the content you transmit through our services. You grant us a limited license to use that content solely to provide our services.

10. Data Protection

We process data in accordance with our Privacy Policy, which is an integral part of these Terms.

a) Customer data

As a Canadian VoIP service provider, we are subject to the following obligations:

• Retention of call metadata in accordance with CRTC requirements
• Cooperation with law enforcement in legitimate investigations
• Protection of personal data in accordance with PIPEDA and Quebec's Law 25

b) International transfers

While we primarily store data in Canada, some information may transit through or be stored in other countries, subject to appropriate contractual protections.

11. Changes to the Terms

a) Right to modify

We may modify these terms from time to time to:

• Reflect changes to our services
• Comply with new laws or regulations
• Improve clarity or fix errors

b) Notification

For substantial changes, we will inform you:

• By email at least 30 days before they take effect
• By a visible notice on our website

c) Continued acceptance

Your continued use of our services after the effective date of the changes constitutes your acceptance of the new terms. If you do not accept the changes, you must cease using our services and email us at hello@clemento.ca.

12. Governing Law and Dispute Resolution

a) Governing law

These terms are governed by the laws of the Province of Quebec and the applicable federal laws of Canada, without regard to conflict of laws principles.

b) Dispute resolution

In the event of a dispute or claim arising from these terms or our services, the parties agree to follow the below resolution process before pursuing court action:

1. Good-faith negotiations: The parties must first attempt to resolve the dispute through good-faith negotiations.
2. Mandatory mediation: If negotiations fail, the parties agree to submit to mediation with a mediator appointed by the Institut de médiation et d'arbitrage du Québec (IMAQ) or any other recognized body in Quebec, to attempt to reach a mutually acceptable settlement.
3. Binding arbitration: If mediation is unsuccessful, any remaining dispute will be finally and exclusively resolved by binding arbitration, administered by a single arbitrator in accordance with IMAQ arbitration rules. The place of arbitration shall be Montreal, Quebec, and the arbitral award will be final and binding with no appeal.

Notwithstanding the foregoing, Clemento reserves the right to sue in the courts of Montreal, Quebec for collection of any unpaid amounts under this agreement.

c) Waiver of class actions

YOU AND CLEMENTO (16390544 CANADA INC.) MUTUALLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR ANY OTHER FORM OF COLLECTIVE PROCEEDING. ALL DISPUTES AND CLAIMS MUST BE RESOLVED INDIVIDUALLY AND MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS OF OTHER PERSONS OR ENTITIES. THIS WAIVER APPLIES EVEN IF LAWS WOULD PERMIT DOING SO. THIS CLASS ACTION WAIVER is an integral part of this agreement and its validity is subject to the application of provincial and federal laws of Canada, including those of Quebec.

13. General Provisions

a) Entire agreement

These terms, together with our Privacy Policy and any service-specific agreement, constitute the entire agreement between you and Clemento regarding our services.

b) Waiver

Our failure to enforce any provision of these terms does not constitute a waiver of our rights.

c) Severability

If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

d) Assignment

You may not assign your rights or obligations without our written consent. We may assign these terms without restriction.

e) Force majeure

We shall not be liable for delays or failures caused by events beyond our reasonable control (major Internet outages, natural disasters, etc.).

f) Language

The parties have requested that this agreement and all related documents be written in English.

14. Contact Information

For legal notices, please use the above contact details with acknowledgement of receipt.