Terms & Conditions
Material on the K2 Systems web site may include inaccuracies or typographical errors.
K2 Systems reserves the right to make changes and updates to any information contained on the web site without prior notice.
K2 Systems and its affiliates and subsidiaries disclaim all endorsements, warranties, or representations, express or implied, with regard to the information accessed from, or via, this web site or the Internet, or K2 Systems’s services including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, or non-infringement. K2 Systems, including its affiliates and subsidiaries, does not assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information, product or service disclosed on this web site or other material accessible via this web site.
In no event shall K2 Systems or its affiliates or subsidiaries be liable for any special, indirect, or consequential damages or any damages whatsoever resulting from loss of use, data, or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of the information on this web site, or through K2 Systems’s services, or the Internet generally. The user of this web site assumes all responsibility and risk for the use of this web site and the Internet generally.
Third Party Sites
The K2 Systems web site contains links to third-party web sites.
The linked sites are not under the control of K2 Systems, and K2 Systems is not responsible for the contents of any linked sites or any link contained in a linked site.
K2 Systems is providing these links only as a convenience, and the inclusion of a link does not imply endorsement of the linked site by K2 Systems.
General Terms & Conditions
- A Services Agreement sets forth general terms and conditions under which Customer may purchase K2 Systems’s Service(s). It includes various Schedules that provide service definitions, pricing, and service level commitments applicable to each specific Service that Customer has elected to purchase. In the absence of such an Agreement, Customer acknowledges that it has read and understands the following Terms and Conditions:
- Service Orders. Customer agrees to submit orders for new or changed services in compliance with K2 Systems’s prescribed order forms, which may change over time at K2 Systems’s sole discretion. A valid Services Agreement may be required in order to submit orders for new or changed services. K2 Systems reserves the right to reject orders submitted by Customer for commercially valid reasons. K2 Systems will immediately inform Customer of the rejected order. An order is accepted upon notification to Customer that the Service is successfully provided.
- Prices & Fees. K2 Systems may adjust the prices of affected Services by providing Customer at least 30 days’ notice of such change.
- Cancellation and Early Termination Fees. Customer may cancel any or all of the Services by providing thirty (30) days written notice to K2 Systems. K2 Systems will then cancel Customer’s Services on the Customer’s first billing date following the 30 day notice period, during which time Customer is responsible for all service charges. Any prepaid amounts will not be refunded.
- Sales and Use Taxes. The prices and fees set forth do not include GST or provincial or local sales, use, 911, or other governmental taxes or fees. Such taxes and fees shall be added to Customer’s monthly invoice as applicable.
- Credit Check; Deposit. Prior to establishing service, and at any time in the future as K2 Systems deems necessary, K2 Systems reserves the right to examine Customer’s creditworthiness, and Customer agrees to cooperate with K2 Systems in that examination. In addition, K2 Systems reserves the right, at its sole discretion, to decline new service orders, and to require Customer to post appropriate advance deposits for new or existing Services.
- Invoicing and Payment. Upon installation of each operational Service ordered by Customer, K2 Systems will charge Customer for all one-time installation and equipment fees, and for Monthly Recurring Fees pro-rated to the invoice date. Each month thereafter, Monthly Recurring Fees will be charged to Customer one month in advance. All billed fees are due within thirty (30) days from the date of an invoice. The date of an invoice shall be the later of the invoice date stated on the invoice or the date the invoice was sent to Customer via email or mail. At the time of initial order, Customer with multiple locations must request either consolidated billing, or individual site billing which may be subject to additional fees. After receipt of the initial order, any request to change billing from consolidated to individual site or vice versa will be reviewed by K2 Systems. Acceptance of the change is at the sole discretion of K2 Systems, and is subject to additional fees. K2 Systems shall bill all services to Customer within 180 days of the date such services are delivered. If payment is not received within thirty (30) days from the invoice date, then K2 Systems shall add a penalty of 1.5% of the outstanding balance for each 30 days or part thereof the invoice remains unpaid. In the event that K2 Systems does not receive payment from Customer within 60 days, K2 Systems will send Customer an email notice requiring that Customer pay within 48 hours of the notice or face suspension of any or all Services. In the event that a suspended Customer does not pay all charges within 48 hours of being suspended, K2 Systems may disconnect any or all of Customer’s Services and charge Customer any applicable Early Termination Fees.
- Default. In the event that Customer fails to provide K2 Systems with full payment within 90 days from an invoice date, fails to render disputed amounts to K2 Systems within 10 days of K2 Systems’s final determination regarding those disputed amounts, and/or if Customer makes a filing for bankruptcy or of a general assignment for the benefit of creditors, then Customer will be deemed to be in default under this Agreement. In the event of default by Customer, K2 Systems may suspend or terminate this Agreement without any liability. Customer hereby agrees that in the event of its default, Customer will assign to K2 Systems any of its contracts with customers receiving Services under this Agreement, and will permit and assist K2 Systems in transitioning Customer’s customers to receive service directly from K2 Systems.
- Disputed Charges. Customer may dispute any or all of an invoice in writing by providing such written notice to K2 Systems within 90 days from the date of an invoice. All undisputed portions of an invoice must be paid in a timely manner. Within 10 business days after receipt of a written notice of dispute, K2 Systems will use reasonable efforts to determine the validity of a dispute and notify Customer of its final determination. Any amounts determined by K2 Systems to be due must be received by K2 Systems within 10 business days after the date of the final determination notice, or Customer will be deemed in default, and subject to the remedies outlined in Section 8 above.
- Network Maintenance. Customer acknowledges that it understands that K2 Systems may, from time to time, need to interrupt its provision of the Services for maintenance and other operational reasons, and that Customer shall not receive any compensation for such interruptions. K2 Systems will use reasonable efforts to provide notice to Customer of such interruptions.
- Acceptable Use and Privacy Policies. Customer acknowledges that it has read and understands K2 Systems’s Acceptable Use and Privacy policies as posted on K2 Systems’s web site (at www.K2 Systems.net/legal), and Customer agrees that K2 Systems may permanently cancel the Services provided under this Agreement if Customer or any of Customer’s customers violates either policy. Customer further acknowledges that such policies may be amended from time to time without notice to Customer and that Customer is at all times responsible for compliance with the current versions of the policies. Customer agrees that it shall use reasonable security precautions in the use of the Services, including encrypting all data and any personally identifiable information or other sensitive, non-public information transmitted, stored or processed using the Services. Customer agrees that no data shall be stored in K2 Systems’s network unless that data is encrypted.
- Taxes; Licenses and Expenses. Each party shall be solely responsible for all of the costs and expenses of its business. Each Party shall be solely responsible for complying with its applicable tax and license requirements.
- Disclaimer of Warranty. CUSTOMER AGREES THAT CUSTOMER USES THE SERVICES AND EQUIPMENT PROVIDED HEREUNDER AT ITS OWN RISK. K2 SYSTEMS PROVIDES ALL SERVICES AND EQUIPMENT ON AN “AS IS BASIS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. K2 SYSTEMS DOES NOT WARRANT THAT SERVICES WILL PERFORM AT A PARTICULAR SPEED, WILL BE UNINTERRUPTED, WILL HAVE NO DATA LOSS, OR WILL BE ERROR-FREE OR COMPLETELY SECURE.
- Limitation of Liability and Liquidated Damages. IN NO EVENT SHALL K2 SYSTEMS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY ECONOMIC LOSS, LOSS OF BUSINESS OR OTHER DAMAGE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA. K2 SYSTEMS SHALL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE INTERRUPTION OR LOSS OF USE OF SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, OR STRICT LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT. K2 SYSTEMS AND CUSTOMER AGREE THAT IF K2 SYSTEMS SHOULD BE FOUND LIABLE FOR LOSS OR DAMAGE DUE FROM FAILURE OF K2 SYSTEMS TO PERFORM ANY OF THE OBLIGATIONS HEREIN, K2 SYSTEMS’S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THREE MONTHS OF THE MONTHLY RECURRING FEES CHARGED TO CUSTOMER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AND THIS LIABILITY SHALL BE EXCLUSIVE. THE PROVISIONS OF THIS SECTION SHALL APPLY IF LOSSES OR DAMAGES, IRRESPECTIVE OF CAUSE OR ORIGIN, RESULT DIRECTLY OR INDIRECTLY TO PERSONS OR PROPERTY, FROM PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS CONTRACT, OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, OF K2 SYSTEMS, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, AGENTS AND ASSIGNS.
- Indemnification. Customer: Customer agrees to defend, indemnify and hold harmless K2 Systems, its officers, directors, employees, suppliers, agents, and assigns from any claims, liabilities, losses, costs or damages, including lawyer’s fees, related to or arising out of (i) the acceptance of any Service by Customer or the provision or lack of provision or delay in provision of any Service to Customer, or assigns’ use of the Service; and (ii) any breach of this Agreement by Customer whether or not caused by the negligence or omission of K2 Systems or those for whom it is responsible at law. K2 Systems: Subject to Section 15, K2 Systems agrees to defend, indemnify and hold harmless Customer, its officers, directors, employees, suppliers, agents, and assigns from any claims, liabilities, losses, costs or damages, including lawyer’s fees, related to or arising out of any breach of this Agreement by K2 Systems.
- Confidentiality. Both parties acknowledge that during the term of this Agreement they may gain access to confidential information of the other party. Each party agrees to treat such information as confidential and to use the same standard of care in preventing its disclosure that it uses for its own most confidential information. Specifically, both parties agree not to cause, authorize or permit the other party’s confidential information to be disclosed or used by any third party and agree not to reproduce, copy or duplicate the other party’s confidential information without the prior written consent of the other party. Notwithstanding the foregoing, both parties acknowledge that confidential information shall not include any information that: is or becomes publicly known through no wrongful act, including breach of this Agreement by the receiving party; is already known to the receiving party at the time of disclosure as evidenced by written documents; is rightfully received by the receiving party from a third party who was lawfully in possession of such information and had the right to disclose it without the obligation of confidentiality; is expressly approved in writing by the disclosing party to be disclosed; or is disclosed pursuant to a court order or other legal process, but only to the extent so ordered and provided that the receiving party will notify the disclosing party so that the disclosing party may attempt to obtain a protective order either restricting or preventing such disclosure.
- Public Disclosure. Customer hereby grants K2 Systems permission to disclose Customer’s name, the general nature of the services provided (e.g. networking, MPLS, archiving), and the general scale of such services (e.g. number of locations networked) to prospective or current customers of K2 Systems, or in a general press release regarding K2 Systems’s quarterly or annual results. Customer also grants K2 Systems permission to use Customer’s name and logo in the current customers section of K2 Systems’s web site, and other marketing materials and annual or quarterly reports. Without Customer’s explicit written permission, K2 Systems shall not: i) distribute a Press Release specifically about the signing of this Agreement or any other event occurring under the Terms and Conditions of this Agreement; ii) attribute any quotation, testimonial, or endorsement to Customer; iii) disclose any details of how Customer is using the Services, or the value of the services provided to Customer under this Agreement.
- Miscellaneous Provisions:
- Independent Contractors. The parties agree that they are independent contractors and that this Agreement and relationship between the Parties hereby established does not constitute a joint venture, agency or contract of employment between them, or any other similar relationship. Neither party has the right or authority to create an obligation or responsibility on behalf of the other.
- Severability: Each provision of this Agreement is declared to be a separate and distinct provision and to be severable from all other such separate and distinct provisions. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
- Subcontractors: K2 Systems may subcontract the performance of certain services to third parties.
- Force Majeure: Neither party shall be responsible for any failure to perform its obligations under this Agreement (except for payment obligations) if such failure is caused by acts of God, war, strikes, revolutions, earthquakes, lack or failure of transportation facilities, law or governmental authority or other causes that are beyond the reasonable control of that party.
- No Waiver: The failure of either Party at any time to require performance by the other party of any provision, condition or covenant in this Agreement shall in no way affect its right thereafter to enforce the provision, condition or covenant, nor shall the waiver by either Party of any breach of any provision, condition or covenant in this Agreement be taken or held to be binding upon the Party, and the waiver shall not be taken or held to be a waiver of any future breach of the same provision, condition or covenant.
- Survival: The provisions of this Agreement relating to the limitation of liability, confidentiality, indemnification, termination and this provision shall survive the early termination or expiration of this Agreement.
- Assignment: This Agreement is not assignable or transferable by Customer without prior written consent of K2 Systems, which shall not be unreasonably withheld. K2 Systems may freely assign the Agreement.
- Successors: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors, assigns, and legal representative of any type whatsoever.
- Language: The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédiges en anglais.
- Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one Agreement.
- Notice: Any notice or consent required or permitted under this Agreement shall be in writing and effective on the date received by the other party.
- Governing Law: This Agreement shall be governed by and interpreted under the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Venue and jurisdiction shall exclusively be in British Columbia.
- The Customer is responsible for the security of the Customer’s authorization codes, and access to the Customer’s telephones and telecommunications systems. Customer shall be responsible for all charges associated with the Services and K2 Systems shall assume no responsibility or liability whatsoever for misuse, fraud, theft or otherwise. By default, international calling is blocked unless specifically requested by Customer, in which case authorization codes will be provided to minimize fraud risk.
- Reasonable Use: K2 Systems voice services are for typical business use. K2 Systems reserves the right to charge an explicit rate for Long Distance calls to Canadian Independents (including 867) if it exceeds 3% of total monthly Canadian minutes, to U.S. Independents (including 808 and 907) if it exceeds 30% of total monthly U.S. minutes, whether the minutes are part of a package or not. Unlimited plans are subject to a reasonable use aggregated limit (excluding incoming, K2 Systems VoIP to K2 Systems VoIP and internal calls) of 5000 minutes per month. K2 Systems reserves the right to substitute an alternate call plan should your use contravene this policy. The use of outbound auto dialers or predictive dialing software is NOT permitted unless specifically approved by K2 Systems in writing.
- K2 Systems does not automatically provide directory listings. Directory listings may be available in select serving area and by request only.
- K2 Systems VoIP services do not support access to an operator (0), 900/976, 311, 611, or collect calls. Voice Over IP (VoIP) may not be compatible with all security systems.
For VoIP services K2 Systems offers a form of 9-1-1 service (9-1-1 Dialing) that is similar to traditional 9-1-1 service but has some important differences and limitations when compared with Enhanced 9-1-1 service (E9-1-1) available in most locations in conjunction with traditional telephone service.
- With both traditional 9-1-1 and E9-1-1 service, your call is sent directly to the nearest emergency response centre. In addition, with E9-1-1 service, your call back number and address are visible to the emergency response centre operator. With K2 Systems’s 9-1-1 service, your call is sent to a national emergency call centre. The call centre operator will confirm your location information and then transfer your 9-1-1 call to the emergency response centre nearest your location. You should be prepared to confirm your address and call-back number since the operator may not have this information. Do not hang up unless told directly to do so and if disconnected, you should dial 9-1-1 again.
- Your 9-1-1 Dialing service is enabled when you activate your K2 Systems VoIP service. You should ensure your location information is kept current at all times. This information can be updated sending an email to email@example.com. In case you are not able to speak during the 9-1-1 call, the operator will dispatch emergency response vehicles to your last registered address. Remember that you must update your 9-1-1 information if you move your device to a different location, travel in Canada with your Home Phone service, and if you add a new line to your account.
- Remember that your 9-1-1 Dialing service will not function in the event of a power or broadband outage or if your broadband, ISP or K2 Systems service is suspended or terminated. We suggest purchasing a UPS (uninterrupted power supply) from a local retailer to ensure that your VoIP Equipment stays powered during short power failures.
- You should inform all telephone users who may be present at the physical location where you utilize your VoIP Equipment, of the important differences and limitations of VoIP 9-1-1 Dialing service as compared with E9-1-1 service as set out above. K2 Systems provides stickers warning of the 911 limitations. It is your responsibility to place these stickers on the equipment you use to access the Hosted PBX and VoIP services. If you have not received a sticker or require additional 911 stickers, please call K2 Systems at 1.514.907.3100.
- When traveling with 9-1-1 unlike traditional phone lines, you can use your K2 Systems VoIP services anywhere. K2 Systems VoIP services are portable to any location with broadband Internet access. Since the national emergency call centre uses the address you provide to determine the nearest emergency response centre, you must update your new location when you move, or travel with your K2 Systems VoIP services in Canada or the U.S. send a email to firstname.lastname@example.org with the new address.
- Customers traveling outside of the U.S. and Canada will not have 9-1-1 Dialing services.
- You Acknowledge and agree that neither K2 Systems nor its officers or employees may be held liable for any claim, damage, or loss, and you hereby waive any and all such claims or causes of action, arising from or relating to our 9-1-1 Dialing service unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. You shall defend, indemnify, and hold harmless K2 Systems, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, legal fees and expenses) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 9-1-1 Dialing, incorrectly routed 9-1-1 Dialing calls, and/or the inability of any user of the Service to be able to use 9-1-1 Dialing or access emergency service personnel.
Acceptance of Terms
By using this web site, you signify your acceptance of these Terms and Conditions.
If you do not agree to this, please do not use our web site.
K2 Systems reserves the right, at its sole discretion, to change, modify, add or remove portions from this policy at any time.
Please check this page periodically for changes.
Your continued use of the K2 Systems web site following the posting of changes to these terms means that you accept these changes.
These are our standard terms and conditions that govern the services provided by K2 Systems. Executed contracts shall supersede these terms.