corporate customer agreement wireless services attached master services agreement · 2014-08-21 ·...

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CORPORATE CUSTOMER AGREEMENT– WIRELESS SERVICES – SHARING GROUP WITH

ATTACHED MASTER SERVICES AGREEMENT

A. Description of Sharing Group

TELUS Communications Company (“TELUS”) agrees to provide the members of the Connecting Windsor-EssexTM

and WEDnetTM

Smart Community (the “Sharing Group”) an offer for wireless voice and/or wireless data, information or messaging services (the “Services”) on a Member Device (as such term is defined in Section B2) subject to the conditions in this Agreement. A “Member”, or collectively “Members”, is a participating member of the Connecting Windsor-Essex

TM and WEDnet

TM community

that has signed with TELUS a Section F – Solution Details. This Agreement is between TELUS and each of the Members having executed a Section F - Solution Details. This Agreement consists of the sections titled “Description of Sharing Group”, “General Terms and Conditions”, “Service Specific Terms and Conditions”, “Corporate Offering” and “Solution Details”, and any documents and published rate plans referred to in these sections. If there is any conflict between these sections, they will take precedence in reverse order to the order listed, and all of these sections take precedence over any documents or published rate plans referred to in these sections. The parties agree that even though the monthly bill of certain Members may be less than $2500, the Members of the Sharing Group were able to, as a result of their collective buying power, negotiate the terms of this Agreement and agree that the Corporate Offering is one generally offered by TELUS to corporate customers and not one offered to consumers. The TELUS Corporate Offering in Section D (the “Corporate Offering”) is offered to the Members of the Sharing Group, provided the following eligibility conditions are met:

The prices and rates plans in the Corporate Offering in Section D are offered to the Members due to the buying power of the

Sharing Group. The Sharing Group will activate a minimum of 2000 Member Devices on the TELUS network.

The Services must be used by the Members and cannot be resold.

The Member is a participating member in good standing of the Connecting Windsor-EssexTM

and WEDnetTM

Smart

Community and has signed a Smart Community Participation Agreement.

The Corporate Offering is subject to each Member signing a Section F – Solution Details.

By signing Section F- Solution Details, a Member accepts the terms and conditions negotiated by the University of Windsor

for the benefit of the Members of the Sharing Group and acknowledges that the Wireless Code does not apply to the

Corporate Offering.

The Members of the Sharing Group must comply with the terms and conditions in Tariff Item 410, Resale and Sharing of

Services (CRTC 21461), as amended from time to time upon the approval of or as directed by the CRTC.

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B. GENERAL TERMS AND CONDITIONS 1. Services TELUS agrees to provide wireless voice and/or wireless data, information or messaging services (“the Services”) in TELUS’ coverage areas to the officers and employees of Member (“Member’s Users”) on the terms and conditions in this Agreement. Member means Member and Member’s Users. Only the Member representatives listed in a notice from the Member to TELUS are authorized to give instructions to TELUS regarding Services provided to Member’s Users, including changes to rate plans, term commitments and optional features but if the Member does not give such a written notice to TELUS, TELUS may rely on the apparent authority of Member's Authorized Representative having signed this Agreement to give instructions with respect to the use of the Services. 2. Scope and Agreement Term This Agreement comes into effect when signed by both the Member and TELUS, and the Agreement Term begins on the Effective Date. A “Member Device” is a phone, a smartphone, a Mike® handset, pager, subscriber identity module or “SIM”, a wireless data device, such as a Blackberry® device, a PDA, PC card or modem, or any other type of wireless telecommunications device owned by Member and used with the Services. This Agreement applies to all Member Devices activated onto the TELUS network pursuant to this Agreement and during the Agreement Term. The rates and charges in this Agreement shall be available within 30 days of the end of the bill cycle that is current on the date this Agreement is signed by both Member and TELUS. At the end of the Agreement Term, if the Member has not signed a new Agreement with TELUS for wireless services, and subject to the provisions of Section C, subsection 1.2 and Section D-1, TELUS will continue to provide the Services on a month to month basis until the Services are terminated by either party. The terms and conditions in this Agreement shall continue to apply to the provision of the Services during any month to month period after the Agreement Term, except that: (a) the terms and conditions in Sections C and D of this Agreement relating to the activation of Member Devices, or the purchase or upgrade of any devices, including any rates, charges and prices for any new activations, device purchases or upgrades, do not apply after the end of the Agreement Term, and (b) TELUS may change the charges for the Services, and any other terms and conditions of this Agreement, on one month’s notice to the Member and also to the University. This Agreement sets out the terms and conditions applicable to the Services, and this Agreement does not apply to the sale of any Member Device, except to the limited extent that certain pricing terms may be made available to the Member if the Member does purchase devices during the Agreement Term. The sale of Member Devices or any other devices or equipment used with the Services is a separate agreement between the Member and TELUS or an independent TELUS dealer. 3. Charges and Payment During the Agreement Term, or during the Device Term (described in Section C, subsection 1.2 and Section D-1) applicable to each Member Device, TELUS will not change the monthly plan rate, or the number of minutes or megabytes (as applicable) included in the monthly rate plan(s) in Section D-3 or monthly rate for features. All other charges may change and additional charges may apply, provided that TELUS gives 30 days advance notice to Member, and provided that the change or additional charge applies generally to TELUS corporate customers using the same Services. TELUS will bill Member each month, and Member shall pay the charges for the Services as specified in this Agreement and the rate plan selected by Member for each Member Device, and all applicable taxes, assessments or government charges. Payment in full, without deduction or set off, of the amounts in each bill is due within 45 days of the date of the bill. Member will benefit from a 15 day grace period, but if bills are chronically (defined as 3 consecutive late payments) not paid within this grace period, Member must also pay a late payment charge of 2% per month (26.82% per annum). If not disputed by Member within 60 days of the date of the bill, all of the charges or other amounts in a bill will be deemed to be correct. If a Member Device is lost or stolen, up to the time that the loss or theft is reported to TELUS Member service, Member remains responsible for all use of the Services, including any use of the Services in contravention of subsection 4 below and must pay all charges for the use of the Services. 4. Use of Services Member will use the Services:

(a) in compliance with law, and with any policies, rules or guidelines published by TELUS or communicated to Member by TELUS, including safe driving and health and safety guidelines; and

(b) for customary voice, messaging and wireless mobile Internet data purposes only.

Member will not: (a) use the Services for continuous data transmission or broadcasts, automatic data feeds or automated machine to machine connections,

or any other application which uses excessive network capacity or may otherwise adversely impact other clients or service unless written approval has been obtained from TELUS beforehand;

(b) resell to or share the Services with any other person, or receive a charge or benefit for the use of the Services or provide Internet access or any other feature of the Services to any other person, or use the Services for anything other than Member’s own business use;

(c) abuse any flat rate or unlimited use service plan offered by TELUS; (d) use the Services to operate an e-mail, web, news or other similar service (e) use the Services to transmit or send any annoying, inappropriate, improper, excessive, threatening or obscene material or to otherwise

harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity; (f) engage in any activity that could compromise the security of or disrupt or interfere with the Services or any network or computers on the

Internet or disrupt or interfere with the services of any Internet access provider; (g) reproduce, alter, adjust, repair or tamper with any signalling, identification (including the MIN, ESN, APN, IMEI, IMSI, MSISDN, domain

name and other numbers or authentication information) or transmission function or component of any device or equipment used with the Services, and will not permit anyone other than an authorized TELUS representative to do so, unless written approval has been obtained from TELUS beforehand.

Member will only use Member Devices that are compatible with the Services. Member Devices, and software used by Member in conjunction with the Services, may have to meet certain TELUS standards and be maintained in certain ways in certain locations in order to access the Services or

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for the proper operation of the Services. Such standards may change from time to time at TELUS’s sole discretion. Unless otherwise advised by TELUS, Member is solely responsible for updating and maintaining Member Devices and any software used by Member in conjunction with the Services as necessary to meet TELUS standards. 5. Limitations of the Services The Services are provided on an “as is” and “as available” basis. Member’s use of the Services is at Member’s sole risk. TELUS does not guarantee timely, secure, error-free or uninterrupted Services or receipt of material or messages transmitted over or through TELUS’ network or the networks of other companies or through the Internet. The Services may fail or be interrupted for reasons including environmental conditions, technical limitations, defects or failures, limitations of the systems of other telecommunications companies, emergency or public safety requirements, or causes beyond TELUS’ reasonable control. TELUS disclaims all representations, warranties and conditions (express, implied or statutory) relating to the Services and any Member Device, and all warranties, representations and conditions are, to the extent permitted by applicable law, excluded. TELUS will use best commercial efforts to keep the Services uninterrupted and running The area in which TELUS provides the Services may be enlarged or reduced in scope from time to time at TELUS’ discretion. To maintain or improve the Services, or for other business reasons, TELUS may make changes to TELUS’ networks and other facilities, and may suspend, restrict, or modify the Services without notice to Member. TELUS may terminate the Services upon reasonable advance notice to the Member if TELUS is ceasing to operate the network facilities used for the Services. 6. Numbers Subject to any rights Member may have under applicable laws and regulations, including any right to port a number to another carrier, Member does not own or have any property rights in any phone number, IP address, domain name or e-mail i.d. assigned to Member by TELUS for use with the Services, and TELUS may change such phone numbers, IP addresses, domain names or e-mail i.d.s without any liability to Member, by giving 30 days advance notice to Member. 7. Roaming When roaming outside of TELUS’ coverage area (as documented at http://mobility.telus.com/en/ON/canada_travel/index.shtml?INTCMP=travelBanCanada and http://mobility.telus.com/en/ON/canada_travel/3G_canada_travel.shtml as such webpage may change or move from time to time), Member is responsible for all applicable charges, and is subject to the terms and conditions of service (including limitations of liability) imposed by the wireless service provider providing the roaming services. Charges for roaming calls may be billed in the months after the calls were made, but Member is not responsible for roaming charges that are not billed within 180 days from the date the roaming charges were incurred. 8. Monitoring and Network Management TELUS has the right, but not the obligation, to monitor or log any TELUS Internet site or use of the Services. Member consents to: (a) any such monitoring and logging of Member content and of data volumes that is necessary to satisfy any (i) law, (ii) regulation or (iii) other government requests that comply with the Personal Information Protection and Electronic Documents Act (Canada); and (b) any such monitoring and logging of data volumes that is necessary to enhance operating efficiencies, improve Service levels, assess customer satisfaction, or protect TELUS or its customers from unwanted use of certain Services or applications. TELUS reserves the right to delete, remove or block access to any Internet capability, content, information or third party products or services available or transmitted through the Services that TELUS, in its sole discretion, believes is unacceptable or in violation of these terms and conditions. To ensure fair network access to all users, TELUS may manage network resources using methods including: (a) allocating bandwidth, which may limit the availability or speed of data service, (b) filtering for spam and malicious content, which may occasionally result in unintended blocking of inoffensive content, and (c) restricting the network access available to specific transmission protocols. A description of TELUS’ network management practices is available at telusmobility.com/optimization. 9. Online Services Member is responsible for maintaining the confidentiality of all log-in names and passwords used to access Member’s account through TELUS’ web-based account management portal and for all uses of the account management portal, by anyone using those log-in names and passwords. TELUS may, in its sole discretion, alter, limit or delete any part of the account management portal or any online Services at any time. Online Services only provide access to applications, services and content that are operated and maintained by other service providers, and TELUS is not responsible for any act or omission of other service providers. 10. Limitations of Liability TELUS and or the University is not responsible for and shall not have any liability to Member for (a) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted over the telecommunications network of TELUS or recorded on the equipment of TELUS; (b) damages arising out of Member’s act, default, neglect or omission in the use or operation of equipment activated on the telecommunications networks of TELUS; (c) damages arising out of the transmission of material or messages over the telecommunications networks of TELUS on Member’s behalf, which is in any way unlawful; or (d) any act, omission or negligence of other companies or telecommunications systems in relation to the provision of the Services, when the facilities of such other companies or telecommunications systems are used in establishing connections to or from facilities and equipment controlled by Member. The limitations in this paragraph do not apply in cases of deliberate fault, gross negligence, or anti-competitive conduct, or breach of contract resulting from gross negligence, on the part of TELUS in the provision of mandatory emergency service to Member. TELUS and or the University shall not be liable to Member or to any other person for any loss of profits or business opportunities, loss of data or information, or for any punitive, consequential, incidental or indirect damages, arising out of or in connection with the provision, use or failure of the Services, or any Member Device or other devices used with the Services, whether claimed in contract, tort or otherwise, and even if TELUS could reasonably foresee or has been advised of the possibility of such damages. Except as provided below with respect to the provision of mandatory emergency service, in no event shall the aggregate, total liability of TELUS and its Affiliates for any damages, losses and causes of action (whether claimed in contract, tort or otherwise) arising out of or in connection with the provision, use or failure of the Services, or any Member

http://mobility.telus.com/en/ON/canada_travel/index.shtml?INTCMP=travelBanCanada

http://mobility.telus.com/en/ON/canada_travel/3G_canada_travel.shtml

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Device or other devices used with the Services, including damages for physical injury, death or damage to property, exceed an amount equal to one month of charges paid by Member, calculated as an average over the three month period immediately preceding the event which gave rise to the claims. The liability of TELUS for damages caused by negligence on the part of TELUS in the provision of mandatory emergency services, except in cases where such negligence results in physical injury, death or damage to Member’s property or premises, or where such damages are caused by the deliberate fault, gross negligence, anti-competitive conduct, or breach of contract resulting from gross negligence, on the part of TELUS, is limited to $20. 11. Indemnity Member is responsible for and will indemnify TELUS and the University against losses, expenses and all manner of actions, claims and judgments sustained by or made against TELUS or the University in connection with the use, by Member’s Users or any other person, of the Services provided to Member, or with any data, software, or Member Device used by any person with the Services, even if such use is unauthorized. If a Member Device is lost or stolen, Member’s indemnity obligations will not extend beyond the time the loss or theft is reported to TELUS customer service if the event giving rise to the losses, expenses, actions, claims or judgments against TELUS occurs after such time the loss or theft is reported.

12. Deactivation and Termination On termination of this Agreement before the end of the Agreement Term, or on the deactivation of any Member Device before the end of the Device Term, for any reason, whether requested by Member or because of a decision by Member to port a number to another carrier or resulting from the Member’s breach of this Agreement, Member shall pay:

(a) all outstanding charges for the Services up to and including the termination or deactivation date, and

(b) for each deactivated Member Device, a deactivation charge equal to the sum of the following:

(i) the amount which is the greater of: (i) $20 multiplied by the number of months remaining in the Device Term or Agreement Term, whichever is longer, to a maximum of $400; or (ii) $100;

(ii) the amount of the Data Cancellation Charge calculated in accordance with Section C.3.4 hereto; and

(iii) a prorated portion of the airtime credits previously received from TELUS, calculated as follows: the amount of any airtime credits received in connection with the activation, renewal or upgrade of the Member Device (a$) multiplied by the number of months remaining from the date of termination to the end of the Agreement Term (b), divided by the number of months of the Agreement Term (c) = a$ x b/c.

Any Member Device activated on a month to month term can be deactivated without incurring any deactivation charge. Deactivation charges are payable as liquidated damages and not as a penalty. Member acknowledges that the deactivation charges are a pre-estimate of the damages suffered by TELUS as a result of the early deactivation of the Member Device, and are not a penalty. Except for breaches of section 4-Use of Services which must be remedied within 10 days, if Member breaches any provision of this Agreement and does not remedy the breach within 30 days following notice of the breach, or becomes insolvent or bankrupt, makes an assignment for the benefit of creditors or appoints or has appointed for it a receiver or manager, ceases to do business as a going concern, or is wound up or dissolved, TELUS may terminate this Agreement and deactivate all of the Member Devices from the TELUS networks, effective immediately upon notice to Member. 13. Confidentiality of Member Information Unless Member provides express consent or disclosure is pursuant to a legal power, all information kept by TELUS regarding Member, other than Member’s name and address, is confidential and may not be disclosed by TELUS to anyone other than: Member or a person who in the reasonable judgement of TELUS is seeking the information as Member’s agent; another telecommunications company or a person providing services to TELUS or another telecommunications company, but only if the information is to be used for the establishment of, or the efficient and cost effective provision of, telecommunications service and the disclosure is made on a confidential basis with the information to be used only for that purpose; a directory or listing service company for the purpose of listing Member’s name, address and phone number if Member consents and if that company agrees to use the information only for that purpose; an agent used by TELUS to evaluate Member’s credit or collect outstanding balances owed to TELUS by Member, if the agent requires the information and agrees to use the information only for that purpose; a public authority or its agent if TELUS reasonably believes that there is imminent danger to life or property that could be avoided or minimized by disclosure of the information; a law enforcement agency if TELUS reasonably believes that Member or anyone using Member’s phone is engaged in fraudulent or unlawful activities against TELUS. Express consent may be taken to be given by Member where Member provides: written consent; oral confirmation verified by an independent third party; electronic confirmation through the use of a toll-free number; electronic confirmation via the Internet; oral consent, where an audio recording of the consent is retained by the carrier; or consent through other methods, as long as an objective documented record of Member consent is created by Member or by an independent third party. Member may inspect any TELUS records related to the provision of Member’s service, provided that Member pays TELUS’ related costs. Member may request that Member’s name and address not be included on any list provided to any other person or used by TELUS. Member consents to the collection, use and disclosure by TELUS and its agents of Member’s personal information collected in connection with the provisions and/or use of the Services (whether previously collected or to be collected) solely for the purposes identified in the TELUS Privacy Commitment published at http://www.telus.com/privacy/privacy.html, if applicable to Member. 14. Confidentiality of TELUS Information This Agreement, all information provided by TELUS to Member in connection with the Services or this Agreement, including rates and charges, and communications between Member and TELUS in connection with the negotiation of this Agreement, are confidential information of TELUS. Member shall not disclose any such confidential information to any other person without the prior written consent of TELUS and the University, and shall only use such confidential information to exercise its rights or perform its obligations under this Agreement. These confidentiality obligations do not apply to any information: (a) previously known to Member free of any obligation to keep it confidential; (b) generally available to the public other than by unauthorized disclosure; (c) developed by or on behalf of Member independent of any confidential information provided by TELUS or the University; (d) required to be disclosed by law or by any governmental agency having jurisdiction, provided that Member promptly notifies TELUS of the requirements to disclosure and cooperates with TELUS to limit or avoid such disclosure by any lawful means. The obligations in this section shall survive the expiration or termination of this Agreement for a period of three years.

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15. Arbitration Except for collection by TELUS of any amount owing from Member, any claim or dispute (“Claim”) arising out of or relating to: (a) this Agreement; (b) a Member Device or the Service; (c) oral or written statements, advertisements or promotions relating to this Agreement or to a product or Service; or (d) the relationships with other persons related to this Agreement or the Services, whether claimed in contract, tort or otherwise, will be referred to and determined by private and confidential mediation before a single mediator chosen by the parties and at their joint cost. If the parties in good faith fail to settle the Claim through mediation, the Claim shall be determined by private, confidential and binding arbitration before the same person chosen as mediator. An arbitration decision may be enforced by court proceedings after 30 days from the date of such decision. If any decision, settlement or other arrangement is made between Member and TELUS pursuant to the mediation or arbitration processes outlined above regarding a Claim, Member waives any right Member may have to commence or participate in any class action against TELUS related the same Claim and, where applicable, Member agrees to opt out of any class proceeding against TELUS otherwise commenced. If Member has a Claim, Member may give notice to mediate and arbitrate to TELUS at 32S, 10020 – 100

th Street, Edmonton, AB T5J 0N5, Attention: Claims. If

TELUS has a Claim, TELUS may give Member notice to mediate/arbitrate at Member’s last known address of record. Mediation and arbitration of Claims will be conducted in the forum and pursuant to rules agreed upon by Member and TELUS, or failing agreement will be conducted by one mediator-arbitrator pursuant to the laws and rules relating to commercial arbitration in the province in which Member maintains its principal place of business that are in effect on the date of the notice to mediate and arbitrate. 16. GEOTrac Services TELUS agrees to provide Member with GEOTrac wireless and, if subscribed for, satellite data communication service (collectively the “GEOTrac Services”) to the Member, its employees, directors and officers within the TELUS wireless data Service coverage areas in Canada and the United States and, if subscribed for, satellite service, within satellite coverage areas. Member also agrees that it is responsible for monitoring Members User's use of the Remote Fleet Tracker Advanced services. The GEOTrac Service and the Member Devices used with it may contain technology that is not fault tolerant and is not designed, manufactured, or intended for use in environments or applications where high availability is required. The GEOTrac Service and the Member Devices used with it only work in the coverage areas for the GEOTrac Services and only if the Member Devices used with it have enough battery power to operate and are either connected to or within range of a Member Device that can communicate with the GEOTrac Service. Please check for GEOTrac Service coverage and battery power levels before using the GEOTrac Service. 17. General Interpretation. The headings in this Agreement shall not affect the interpretation of any provision of this Agreement. All dollar amounts in this Agreement refer to Canadian currency. The words “including” and “includes” mean “including without limitation” and “includes without limitation”. An “Affiliate” means an affiliated body corporate as defined in the Canada Business Corporations Act and, in the case of a TELUS Affiliate, means an affiliated body corporate (as so defined) of TELUS Corporation and any partnership or other unincorporated association in which TELUS Corporation or any of its affiliated bodies corporate has a controlling interest. TELUS. “TELUS” means TELUS Communications Company. Tariff Compliance. Non-forborne telecommunications services, and tariffable bundles are required to be provided, and shall only be provided, in accordance with tariffs approved by the Canadian Radio-television and Telecommunications Commission. Tariffs Applicable to the Services include the following: None. The Services are either non-regulated or forborne. Assignment. Member may not assign this Agreement or any part of it without the prior written consent of TELUS and the University. TELUS may withhold its consent to a proposed assignment by the Member to a person who is in the business of providing telecommunications or telecommunications-related products or services. TELUS may assign or subcontract all or any part of its rights and obligations under this Agreement or the Services to a TELUS affiliate without notice to or consent of the Member. This Agreement shall enure to the benefit of and bind the successors and permitted assigns of TELUS and Member. Notices. Any notice required to be given under this Agreement must be in writing and shall be deemed to have been received on the date given when hand delivered or sent by facsimile, or 72 hours after the notice has been mailed by registered mail, to the Member at its billing address or facsimile number in the Solution Details, and to TELUS at 2480-39

th Avenue NE, Calgary, AB. Law. TELUS and the Member shall comply with all laws applicable to the exercise of their

rights and performance of their obligations under this Agreement. This Agreement shall be subject to and interpreted in accordance with the federal law of Canada and the laws of the province in the Member’s billing address in the Solution Details, without regard to that province’s choice of law rules. Venue and jurisdiction shall be in such province. Entire Agreement. This Agreement is the entire agreement between Member and TELUS, and supersedes all prior agreements, understandings, negotiations and discussions whether oral or written, relating to the Services and the subject matter of this Agreement. Severability. If any part of this Agreement is void, prohibited or unenforceable, this Agreement shall be construed as if such part had never been part of the Agreement. Waiver and Changes. Any modifications or amendments to, or cancellations or waivers of, this Agreement must be in writing and signed by both Member and TELUS. Despite the foregoing, TELUS may change the General Terms and Conditions by giving 30 days notice to Member where such change is mandated by the Canadian Radio-television and Telecommunications Commission or any other government agency. Language. The parties acknowledge that they have expressly required that the present contract and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que le présent contrat et tous les documents connexes soient rédigés en langue anglaise.

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C. SERVICE-SPECIFIC TERMS AND CONDITIONS 1. Standard Commercial Terms 1.1 Minimum Commitment Not applicable 1.2 Post Expiry of Device Term: At the end of the Agreement Term, if the Member has not signed a new Agreement with TELUS for wireless services, and if the Device Term applicable to any Member Device extends beyond the Agreement Term, TELUS will continue to provide the Services until the end of the Device Term applicable to each such Member Device, and on a month to month basis thereafter. The terms and conditions in this Agreement shall continue to apply to the provision of the Services for all such Member Devices until the end of the Device Term, and during any month to month period thereafter, except that: (a) the terms and conditions In Sections C and D of this Agreement relating to the activation of Member Devices, or the purchase or upgrade of any devices, including any rates, charges and prices for any new activations, device purchases or upgrades, do not apply after the end of the Agreement Term, and (b) after the Device Term, TELUS may change the charges for the Services, and any other terms and conditions applicable to the Services, on one month’s notice to the Member and the University . 1.3 Corporate Discount A “Corporate Discount” (if included in Section D-3.1) is a percentage discount that applies to the monthly fixed Corporate Rate plan charge as specified in Section D-3. Some Corporate Rate Plans are not discountable, and any such Corporate Rate Plans will be specified as such in Section D-3, if applicable. 1.4 E911 Charge If applicable, a monthly Enhanced 911 access charge applies to each Member Device. The amount of the monthly charge is specified in the Published Plans, and in Section D-3 (as at the Effective Date), but the amount of the monthly charge is subject to change without notice to Member. Additional 911 access charges, collected on behalf of some provincial governments, may apply to Member Devices billed in such provinces. 1.5 System Access Fee If applicable, a monthly System Access Fee (“SAF”) applies to each Member Device. The monthly SAF is specified in the Published Plans, and in Section D-3 (as at the Effective Date), but TELUS may change the amount of the SAF at any time, provided that TELUS gives 30 days advance notice to Member and provided that the change applies generally to TELUS corporate customers using the same Services. 1.6 Grandfathered Rates For Member Devices active on the TELUS network prior to the Effective Date, the rate plans and feature options applicable to such Member Devices prior to the Effective Date, except for any rate plans specified in Section D as non-grandfathered, will continue to apply during the Agreement Term until Member requests a change of rate plan, account suspension, or deactivation of the Member Device. Although a Member Device with a grandfathered rate plan may be replaced, once a grandfathered rate plan is changed to a new rate plan, the grandfathered rate plan cannot be reapplied to that Member Device. Grandfathered rate plans will not apply to any Member Devices activated on or after the Effective Date, and Member cannot request a change to a grandfathered rate plan for any Member Device. For sake of clarity, unless specified otherwise the following shall not be applicable to grandfathered rate plans: (a) features mentioned in Section D. 1.7 Corporate Rate Plan: Corporate Rate plans are either Voice or Data Plans or a combination of both. Corporate Rate Plans which are not Published Plans (such plans can be viewed at www.telusmobility.com ) are detailed in Section D-3.2 and/or D-3.3. 1.8 Market Promotion: If a Member Device is activated pursuant to a Market Promotion, the terms and conditions of the Market Promotion otherwise apply to that Member Device, and the benefits included with these Service-Specific Terms and Conditions and the discounts, charges, prices and value adjustments in Section D do not apply to that Member Device. Any deactivation of that Member Device will not be included in the Deactivation Allowance and the deactivation charge in the General Terms and Conditions will apply to any deactivation prior to the end of the Device Term. The terms and conditions of that Market Promotion will not be grandfathered upon any renewal of this Agreement, and will not be extended upon the expiration of the Device Term applicable to the Member Device unless the Market Promotion is provided as a service plan modification or feature solely at the discretion of TELUS under the terms of this Agreement 1.9 The Apple iPhone The Apple iPhone (the “iPhone”) is not eligible for TELUS Voice to Text or the TELUS Device Protection Plan. 2. Wireless Voice Rate Plan Terms and Conditions 2.1 Rate Plans Member must subscribe or change to a rate plan for wireless voice Services specified under the Corporate Rate Plans in Section D-3 (the “Corporate Rate Plans”) or a rate plan generally available to corporate customers for each Member Device used for wireless voice and/or wireless data Services. There is no charge to change rate plans. TELUS may at their sole discretion add alternative rate plans for wireless voice Services to those identified in Section D-3, or as otherwise identified through a separate Addendum to this Agreement, which shall also be supplied to the University. 2.2 Voice Pay Per Use It may still be possible for Member Devices that are not subscribed to wireless voice rate plans to use TELUS’ wireless voice services at TELUS’ then current pay per use pricing.

http://www.telusmobility.com/

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3. Wireless Data Rate Plan Terms and Conditions 3.1 Rate Plans In this Agreement, “wireless data” Services refers to wireless communications services for data, information and messaging. Member must subscribe to a rate plan for wireless data services specified under the Corporate Rate Plans in Section D-3, or a rate plan generally available to corporate customers for each Member Device used with wireless data and/or wireless voice Services. 3.2 Tethered Data “Tethering” means connecting any handheld device (phone, PDA, BlackBerry etc.) to a computer for the purposes of downloading or uploading information to or from the Internet, but does not include the connection of PC cards, modems or other devices specifically designed for such purposes. A Member Device shall not be used for the purpose of Tethering unless the Member has subscribed for a monthly rate plan for that Member Device that permits Tethering. If a Member Device subject to any other type of monthly rate plan is used for Tethering, Member shall pay the applicable tethered data charges based on the data usage or TELUS may change the rate plan applicable to that Member Device to the lowest monthly charge Published Plan that permits tethering at that time. 3.3 Member Responsibility for Data The Member’s is solely responsible for all information, data, software or other material or content transmitted, stored or received by the Member using the Services (“Member’s Content”). TELUS exercises no control whatsoever over the content, accuracy or quality of any Member’s Content. TELUS is not responsible for detecting errors or anomalies or for recreating or re-transmitting data. 3.4 Data Cancellation Charges If Member subscribes to a wireless voice and data rate plan or wireless data feature or add-on, and Member: a) cancels that Add-on or deactivates the Member Device, b) changes the voice and data rate plan to a voice only rate plan, or c) does not replace a voice and data rate plan with another voice and data rate plan when replacing a Member Device and activating the replacement Member Device on a different TELUS network, a cancellation charge (the “Data Cancellation Charge”) will apply equal to $10 multiplied by the number of months remaining on the Device Term. . 3.5 Data Pay Per Use It may still be possible for Member Devices that are not subscribed to data rate plans to use TELUS’ wireless data services at TELUS’ then current pay per use pricing.

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D. Corporate Offering D - 1. Hardware Terms & Conditions Device Term: Device Term means:

a) For Member Devices activated on the TELUS network after the Effective Date, the period equal to the number of months of the Agreement Term commencing on the date the Member Device is activated on the TELUS network; and

b) For Member Devices already active on the TELUS network on the Effective Date, the initial period assigned to the Member Device at the time of activation, renewal or upgrade.

Technology Refresh: Member is eligible for a hardware upgrade (“Technology Refresh”) for each Member Device, with the exception of Tablets, Modems, SIM only, and AVL/Fleet Tracker devices, on the following terms:

a) Each Member Device is eligible for Technology Refresh at the 18th month of the associated Device Term and

every 18th month thereafter if still active on the TELUS network;

b) The price of the new device will be TELUS’ then current 3 year term pricing; and c) A new Device Term of 3 years will apply to the Technology Refresh device commencing from the date of

refresh and may extend beyond the Agreement Term. Airtime Credits A “New User Port In Airtime Credit” is an airtime bill credit applied in equal installments over the first five months from the time of activation, in the amount specified in the chart below, that TELUS will apply for each new Member Device activated on to the TELUS Network, in accordance with the below details. An “Existing User Hardware Upgrade Airtime Credit” is an airtime bill credit applied over the first five months from the time of the Technology Refresh, in the amount specified in the chart below, for each such upgraded device. Airtime Credits are not redeemable in cash, and shall apply against fees and charges for the Services as they become due. Airtime Credits cannot be combined for the same Member User or Device; only one Airtime Credit shall apply. A Member Device must remain subscribed on a rate plan cited in this Agreement for at least 6 months or a rate plan cancellation charge equivalent to the applicable New User Port In Airtime Credit will be applied. The applicable Airtime Credits will be available to the rate plans indicated below

Existing User Hardware Upgrade Credits (Voice + Data) $150

New User Port In Airtime Credit (Voice only) or (Mobile High Speed) $100*

New User Port In Airtime Credit (Voice + Data) $250** Not applicable to iPhone devices *The New User Port In Airtime Credit will be provided to Member where a Member User has terminated services with a competitor wireless service provider in accordance with the terms and conditions thereof, provided that such termination results in termination fees payable by the Member User to such other service providers. Upon verification of such termination fees, TELUS will provide a New User Port-In Airtime Credit (Voice Only) or (Data only) in the amount of the termination fees payable for such terminated device, up to a maximum amount specified above per Member Device. Cannot be combined with any other Airtime Credit.

Corporate Advantage Voice with U.S. 20 Corporate Advantage Voice with U.S. 34 Corporate Advantage V&D ($45, $50, $55) Corporate Advantage MHS (30, 40) Voice 250 Pooling

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D- 2. Special Terms and Conditions (i) Paper Summary Invoice Fee The paper summary invoice fee will be waived during the Agreement Term. (ii) Premium Corporate Support Member is eligible for $0 Premium Corporate Support. Premium Corporate Support Service includes: a) 24/7 telephone access to a TELUS support team dedicated to TELUS' corporate customers (the 'Premium

Support Team'), and providing support on all incidents or problems with the Services (including any advanced connectivity services) and the Member Devices;

b) Priority Call Queuing, giving calls from Premium Corporate Support Service customers the highest level of priority in the Premium Support Team queue;

c) Escalation Management, to prioritize incidents and problems affecting Premium Corporate Support Service customers by severity and elapsed time; and

d) Email notice to the Member of planned and unplanned outages of the Services. e) Premium Support Services requires set-up – client to engage Corporate Sales. Premium Corporate Support Service does not include support for billing or account management issues, corporate service manager support, or issues related to customer device fulfillment. (iii) Corporate Individual Pricing

a. TELUS will extend to Member’s employees who require a device for corporate use (“CIL Users”) the

rate plans in Appendix A attached hereto (“CIL Pricing”) subject to the provisions of this Corporate Individual Pricing subsection.

b. Member warrants to TELUS that it pays licensing fees on behalf of its employees for access to its

corporate network.

c. To be eligible for the CIL pricing, a CIL User must: (i) use the Services primarily for business

purposes, (ii) be a full time employee of the Member, (iii) have a credit rating acceptable to TELUS, and (iv) sign a Customer Service Agreement (CSA) with an authorized TELUS dealer.

d. Member agrees to provide TELUS with information that TELUS reasonably requires from time to

time in order for TELUS to verify that the person applying for CIL Pricing qualifies.

e. Provision of wireless services to CIL Users is subject to the terms and conditions of TELUS’ standard CSA, which each CIL User must enter into with TELUS in order to obtain wireless services and CIL Pricing. TELUS is not obligated to permit Corporate Individual Pricing to be combined with any other special promotions or discounts that may be generally available from TELUS. CIL Users are responsible to TELUS for payment of all charges and all other amounts owing to TELUS under the CSA. If the Agreement terminates or expires before the expiry or termination of a CSA, the Corporate Individual Pricing will still apply until the expiry or termination of the CSA. If any CIL Users’ employment status with the Member terminates, for any reason, Member must notify TELUS via email at the following address: [email protected]. Corporate Individual Pricing will be discontinued and be replaced with the current applicable rate plan for the remainder of the CSA term upon TELUS’ 30 days advance written notice to the CIL User.

f. CIL Users are not eligible for pooling or sharing, or any device upgrade programs, and are not

entitled to receive any airtime credits or any hardware pricing extended to the Member.

g. TELUS may, at its sole discretion, amend the terms of the CIL Pricing or terminate the availability of

CIL Pricing to the CIL Users at any time by giving notice to the Member, and upon such termination, TELUS has no obligation to extend the Corporate Individual Pricing to any additional CIL Users who request wireless services and CIL Pricing from TELUS after the date of such termination.

mailto:[email protected]

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D-3 CORPORATE RATE PLANS D-3.1 – Intentionally Deleted D-3.2 - Corporate Rate Plans

CORPORATE ADVANTAGE VOICE PLANS

Corporate Advantage Voice with U.S. 20

Monthly plan rate $20

Included minutes 150 local shareable minutes*

Additional local phone minutes

$0.10/min

Canada to Canada LD

$0.08/min

Canada to U.S. LD $0.10/min

U.S. voice roaming $0.60/min

Included features

Caller ID Conference Calling

Call Waiting Call Forwarding**

Additional features

$0 Voicemail 25 $0 150 Bonus local shareable minutes*

$0 Unlimited Local Nights & Weekends from 6PM $0 Unlimited Local Incoming Minutes

$0 Local In Network Calling $0 Unlimited National Text Messaging (SMS & MMS)

$0 Unlimited Canada to US Text Messaging (SMS & MMS)***

Charges recur monthly unless otherwise specified

Notwithstanding anything to the contrary in the Agreement, there are no SAF or Carrier 911 charges applicable to this particular suite of rate plans

Certain provinces impose a regulated provincial 911 fee: P.E.I (70¢), Nova Scotia (43¢), New Brunswick (53¢), Saskatchewan (62¢), Quebec (40¢), and Alberta (44¢)

Optional monthly paper summary invoice: $3 per account, plus optional monthly paper detailed billing: $0.30 per subscriber

Directory assistance: $2.50 for calls to 411 or 555-1212, plus airtime

May be combined with TELUS U.S. Passports for individual Users only

Minimum of 2 subscribers on the account required for minutes to be shareable

Voice share options: Canada to Canada, Canada to U.S., and U.S. Roaming

Shared Minutes are local only (roaming rates apply)

*Minutes are shareable amongst users on the same BAN Shared minutes will be consumed on a first come first serve basis

**3000 Call Forwarding minutes included. Additional Call forward minutes: $0.15/minute

***SMS/MMS text must originate in Canada

Corporate discounts do not apply

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Included minutes Unlimited National (non-shareable)



Included features


Call Waiting Call Forwarding*

Unlimited National Text Messaging (SMS)

Additional features $0 Voicemail 25

$0 Unlimited National Text Messaging (SMS & MMS) $0 Unlimited Canada to US Text Messaging (SMS & MMS)**







Minutes are national – non-shareable (roaming rates apply)



*3000 Call Forwarding minutes included. Additional Call forward minutes: $0.15/minute

** SMS/MMS text must originate in Canada

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CORPORATE ADVANTAGE VOICE & DATA PLANS

Corporate Advantage 45 U.S.

Monthly plan rate $45*

Included minutes 200 local shareable minutes**


$0.10/min

Canada to Canada LD $0.08/min


U.S. voice roaming/min $0.60

Included features


Call Waiting Call Forwarding***

Additional features

$0 Per Second Billing $0 Voicemail 25

$0 100 Bonus local shareable minutes** $0 Unlimited Local Nights & Weekends from 6PM

$0 Unlimited Local Incoming Minutes $0 Local In Network Calling

$0 Unlimited National Text Messaging (SMS & MMS) $0 Unlimited Canada to US Text Messaging (SMS & MMS)****

Included Shareable Canada data -

(BIS/PDS/iPhone) Up to 1 GB*****

Additional Canada data $0.05/MB

U.S. data roaming $3/MB

*Discounted rate reflected

**Minutes are shareable amongst users on the same BAN Shared minutes will be consumed on a first come first serve basis

***3000 Call Forwarding minutes included. Additional Call Forwarding minutes: $0.15/minute

****SMS/MMS text must originate in Canada

*****Data is shareable amongst users on the same BAN. Shared national data will be consumed on a first come first serve basis (roaming rates apply)



Minutes are shareable amongst users on the same BAN Shared minutes will be consumed on a first come first serve basis






May be combined with TELUS Corporate Advantage add-ons only

Minimum of 2 subscribers on the account required for minutes or data to be shareable

Rate plan not yet available. Will be made available within 30 days from the Effective Date

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Included minutes 300 local shareable minutes*


$0.10/min




Included features



Additional features




$0 Unlimited Canada to US Text Messaging (SMS & MMS)***


(BIS/PDS/iPhone) Up to 3 GB****




**3000 Call Forwarding minutes included. Additional Call Forwarding minutes: $0.15/minute


****Data is shareable amongst users on the same BAN. Shared national data will be consumed on a first come first serve basis (roaming rates apply)










May be combined with TELUS Corporate Advantage add-ons only Minimum of 2 subscribers on the account required for minutes or data to be shareable

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Included minutes Unlimited National

(non-sharable)

Canada to U.S LD/min $0.10


Included features







(BIS/PDS/iPhone) Up to 1 GB***

Additional Shareable Canada data

(BIS/PDS/iPhone) $0 2GB Bonus***



*3000 Call Forwarding minutes included. Additional Call Forwarding minutes: $0.15/minute


***Data is shareable amongst users on the same BAN. Shared national data will be consumed on a first come first serve basis (roaming rates apply)

Minutes are National (Canada to Canada calling, non-shareable). Roaming rates apply.







Corporate discount do not apply


Minimum of 2 subscribers on the account required for data to be shareable

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TELUS INTERNATIONAL ROAMING PAY PER USE RATES

Zone 1 Zone 2

Voice/

Min

Data/

MB

SMS/

Message

Voice/

Min

Data/

MB

SMS/

Message

Rate $1.00 $5.00 $0.50 $2.00 $9.00 $0.50

Region* Western Europe, Mexico,

Oceania

Caribbean/Latin America, Eurasia,

Africa, Middle East

*Roaming rates apply within above regions

Must be added to a voice and/or data rate plan


Not applicable to CDMA Network

Cannot be combined with Business International Data Bundles

CORPORATE ADVANTAGE –SMS & MMS ADD-ONS

Per/Message

Corporate Advantage SMS/MMS U.S.-Can*. (includes Puerto Rico and

the U.S. Virgin Islands) $0.50

Corporate Advantage SMS/MMS U.S.-U.S.* (includes Puerto Rico and


Corporate Advantage SMS** U.S.-U.S.* Unlimited. (includes Puerto Rico and the U.S. Virgin

Islands)

$5.00


Not available on CDMA network


SMS & MMS must originate from U.S


**SMS does not include picture or video messaging MMS

Corporate Advantage SMS U.S. – U.S. Unlimited add-on not yet available. Will be made available within 30 days from the Effective Date

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CORPORATE ADVANTAGE –CANADA TO CANADA SHAREABLE DATA ADD-ONS

Monthly

Rate

Included Shared Data

U.S. Roaming

International Roaming

Data Overage Rate

Corporate Advantage Additional Shareable Data 100

$100 6 GB Billed according to

the Corporate Advantage rate plan

Billed according to the Corporate

Advantage rate plan

Billed according to the Corporate Advantage Team Share rate plan





Advantage rate plan

Billed according to the Corporate Advantage rate

plan





Advantage rate plan


plan

Available as an add-on to Corporate Advantage rate plans only

Not eligible for any Airtime Credits

Data is shareable amongst users on the same BAN with a data sharing plan/feature. Shared data is consumed on a first come first served basis.

Sharing available only if 2 or more subscribers on the same BAN have a roaming package and are on a sharing rate plan

Shared data is local only (roaming rates apply)

Can only be shared with local tethering and on-device data usage



CORPORATE ADVANTAGE – U.S. SHAREABLE DATA ADD-ONS

Monthly rate Included data

U.S. Roaming Data overages

International Roaming

Corporate Advantage U.S. Data 80 Add On

$80 100MB Billed according to

Corporate Advantage rate plan

Billed according to Corporate Advantage

rate plan


$250 500MB Billed according to



rate plan


$350 1GB Billed according to



rate plan





rate plan





rate plan





rate plan

Must be activated on Corporate Advantage rate plans only

May NOT be combined with other TELUS U.S. rate plans or U.S. Pay Per Use rates

Additional U.S. Roaming rates are determined by the user/s voice rate plan

Sharing available only if 2 or more subscribers on the same BAN have a roaming package and are on a sharing rate plan

Data is shareable amongst users on the same BAN with a data sharing plan/feature. Shared data is consumed on a first come first served basis.



U.S. data sharing is applicable only to U.S. tethered data and can only be shared with U.S. tethering

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CORPORATE ADVANTAGE –SHAREABLE CANADIAN LONG D ISTANCE ADD-ONS

Monthly Rate

Included Canada to Canada LD Minutes

Local Airtime Rate LD Overage Rate

Corporate Advantage Additional Shareable

LD - 20

$20 1000 minutes Billed according to the Corporate Advantage

rate plan


plan


LD - 50


rate plan


plan


LD - 90


rate plan


plan


LD - 150


rate plan


plan


LD - 200


rate plan


plan

Available as an add-on to Corporate Advantage rate plans only

Applies to calls originating in Canada and terminating in Canada only

Sharing available only if 2 or more subscribers on the same BAN have a long distance package and are on a sharing rate plan



CORPORATE ADVANTAGE –SHAREABLE CAN-U.S. LONG D ISTANCE ADD-ONS

Monthly rate

Included U.S.LD minutes

U.S. Roaming LD Overage Rate


U.S. LD – 20 $20 500


plan


plan


U.S. LD – 50 $50 1500


plan


plan


U.S. LD – 90 $90 3000


plan


plan


U.S. LD - 150 $150 5000


plan


plan


U.S. LD - 200 $200 7500


plan


plan

Must be activated on Corporate Advantage rate plans

May NOT be combined with other TELUS U.S. rate plans

Applies to calls originating in Canada and terminating in the United States only. Calls from the United States, calls to/from Mexico, Puerto Rico, U.S. Virgin Islands, or other international destinations are not included

Additional U.S. roaming rates are determined by the user’s voice rate plan

Sharing available only if 2 or more subscribers on the same BAN have a long distance package and are on a sharing rate plan



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CORPORATE ADVANTAGE – U.S. VOICE ADD-ONS (ROAMING PACKAGE)

Monthly rate Included U.S.LD minutes

LD Overage Rate

Corporate Advantage U.S Voice 50 Add On

$50 150 Billed according to the Corporate Advantage

rate plan



rate plan



rate plan



rate plan



rate plan


$1500 10 000 Billed according to the Corporate Advantage

rate plan

Must be activated on Corporate Advantage rate plans only;

May NOT be combined with other TELUS U.S. rate plans or U.S. Pay Per Use rates

Applies to calls originating in the United States. Calls to/from Mexico, Puerto Rico, U.S. Virgin Islands, or other international destinations are not included

Additional U.S. roaming rates are determined by the user/s voice rate plan

Sharing available only if 2 or more subscribers on the same BAN have a long distance package and are on a sharing rate plan.



TELUS Shared Long Distance and Data $0 Add-Ons

Number of Member Users

Included Shared

Canada to Canada LD

Minutes*

Included Shared

Canadian Data**

Included Shared U.S. voice roaming

minutes*

Included Shared U.S. data roaming**

Included SMS & MMS from U.S. (non-shareable)

1-5 250 0 GB 20 10 MB 20

6-50 1000 12 GB 150 500 MB 20

50-100 3000 20 GB 650 1 GB 20

100 + 6000 50 GB 1200 2 GB 20

Must be added to Corporate Advantage rate plans only. Included long distance, data and SMS/MMS will depend on the number of Member Users on the same BAN.

May not be combined with other TELUS U.S. rate plans or U.S. Pay Per Use rates

Applies to communications originating in the U.S. Calls to/from Mexico, Puerto Rico, U.S. Virgin Islands or other international destinations are not included.


**Data is shareable amongst users on the same BAN. Shared national data will be consumed on a first come first serve basis (roaming rates apply)

Additional rates are determined by the user’s voice rate plan


Not yet available. Will be made available within 30 days from the Effective Date.

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TELUS L INK ADD-ON

TELUS Link 7.50

Monthly rate $7.50

Nationwide push to talk Unlimited

Included U.S. data roaming N/A

Additional U.S. data roaming N/A



Must be added to a voice and/or data rate plan for individual users only ( non-shareable)

CORPORATE ADVANTAGE – MOBILE HIGH SPEED

Corporate Advantage MHS 30 Corporate Advantage MHS 40

Monthly plan rate $30 $40

Included Shareable

Canada data 1 GB* 3 GB*



Includes on-device or tethered data

* Users can access shared data within the same BAN. Additional data will be charged at the applicable pay-per-use rate Users do not have access to pooled or shareable minutes. All usage will be charged at the applicable pay-per-use rate Charges recur monthly unless otherwise specified Notwithstanding anything to the contrary in the Agreement, there are no SAF or Carrier 911 charges applicable to this particular suite of rate

plans Certain provinces impose a regulated provincial 911 fee: P.E.I (70¢), Nova Scotia (43¢), New Brunswick (53¢), Saskatchewan (62¢), Quebec

(40¢), and Alberta (44¢) Voice airtime/ min: $1.00; LD rate/ min: Can to Can or U.S. - $0.50; U.S. Roam/LD: $1.50 ; Optional monthly paper summary invoice: $3 per account, plus optional monthly paper detailed billing: $0.30 per subscriber Corporate discount do not apply Minimum of 2 subscribers on the account required for data to be shareable

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VOICE 250 POOLING RATE PLAN

Voice 250 Pooling*

Monthly plan rate $20.00

Terms MTM, 1, 2 or 3yr

Included Voice Minutes 250 (PSB)

Incremental minute rate $0.10

Canada - Canada LD/min $0.08

Canada - U.S. LD/min $0.15

U.S.-U.S. or U.S.- Can LD/min (Cdn) $0.25

U.S. roaming/min (Cdn) $0.50

Evenings & Weekends (6pm to 7am) Included

Call waiting Included

Canadian Text Messaging Included

Conference calling Included

Advanced Voicemail (25 Messages) Included

Caller ID Included

Call forwarding Included

Local In Network calling (TELUS to TELUS) Included

Unlimited Incoming Calling Included

Account Pooling** Included

System access fee Included

911 fee Included

Prices are per month unless otherwise specified Directory assistance: $2.50 for calls to 411 or 555-1212, plus airtime Other add-on features available for all voice plans All voice plans are not applicable for additional discounts HST where applicable Promotional pricing subject to change FEATURE: $15 Unlimited Canadian Long Distance SOC SBLD15* * Users subscribed to this rate plan must be on a separate BAN from any other rate plan. Can only be combined with

the Cost Assure North America or North America Business Data Package – 1GB (BIS/PDA/iPhone/BES). Cannot be combined with any other rate plan.

**Pooling only available amongst users subscribed to the Voice 250 Pooling rate plan.

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DATA ADD-ONS FOR VOICE 250 POOLING RATE PLAN – BIS/PDA/IPHONE/BES

Cost Assure North America 40 (BIS/PDA/iPhone)*

Tier Included data (non-

shareable) Total charges Additional data

Base Up to 500 MB $40 Auto move to tier 1

1 Up to 1 GB $85 Auto move to tier 2


3 Up to 3 GB $175 $0.25/MB

Includes on-device or tethered data and roaming in North America


Data add-ons are available to be added to select voice rate plans. Voice rates follow user’s voice rate plan.

U.S. usage includes the 50 states, Puerto Rico and U.S. Virgin Islands. Mexico usage not included.

*Can only be added to the Voice 250 Pooling rate plan. Cannot be added to any other rate plan.

Cost Assure North America 40 (BES)*

Tier Included data (non-

shareable) Total charges Additional data

Base Up to 500 MB $40 Auto move to tier 1





5 Up to 5 GB $90 $0.05/MB

Tethering is not available. Includes roaming in North America





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North America Business Data Package – 1GB (BIS/PDA/iPhone)

Monthly data add-on charge $34

Included Canada & U.S. Data and roaming

1 GB

Additional data rate/ MB $0.25

Tethering Included


Corporate discounts have been applied


Text messaging not included; additional charges may be applicable depending on voice rate plan



North America Business Data Package – 1GB (BES)

Monthly data add-on charge $42.50

Included Canada & U.S. Data and roaming

1 GB

Additional data rate/ MB $0.25

Tethering Included


Corporate discounts have been applied


Text messaging not included; additional charges may be applicable depending on voice rate plan



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D-3.3 - Member Devices with the following rate plans are not eligible for Technology Refresh Program or Airtime Credits)

CORPORATE ADVANTAGE – TABLET

Corporate Advantage

Tablet 15


Included Shareable Canada data

100 MB*



* Users can access shared data within the same BAN. Additional data will be charged at the applicable pay-per-use rate

Users do not have access to pooled or shareable minutes. All usage will be charged at the applicable pay-per-use rate

Voice airtime/ min: $1.00; LD rate/ min: Can to Can or U.S. - $0.50; U.S. Roam/LD: $1.50


Notwithstanding anything to the contrary in the Agreement, there are no SAF or Carrier 911 charges applicable to this particular rate plan



Must be activated as a rate plan

Corporate discount do not apply

No subsidy hardware offer: client owned hardware only. Not eligible for any Airtime Credits Minimum of 2 subscribers on the account required for data to be shareable

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E. AFFILIATES OF MEMBER

Not applicable

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F. SOLUTION DETAILS

CORPORATE CUSTOMER AGREEMENT– WIRELESS SERVICES – SHARING GROUP WITH ATTACHED MASTER

SERVICES AGREEMENT

Member Information TELUS Representative

Legal Name (“Member”) CORPORATION OF THE CITY OF WINDSOR

Name: David Russell

Contact Name: Harry Turnbull Title: Sales Specialist

Title: Director, IT Phone: 647-684-7825

Billing Address: (City/Province/Postal Code)

350 City Square West Windsor, ON N9A 6S1

Fax: 905-561-5679

Email: [email protected]

Phone: 519-255-6211

Fax: 519-256-3311

Email: [email protected]

Description

Agreement Term

(number of months)

Minimum Commitment

(Number of Devices)

Commitment Date

Wireless Voice and Data for: PCS services BlackBerry® services PDA services PC card and modem services

36 Not applicable 30 days

from Effective Date

Authorization

This Agreement is between TELUS and the Member and consists of the sections titled “Description of Sharing Group”, “General Terms and Conditions”, “Service-Specific Terms and Conditions”, “Corporate Offering’”, this Solution Details section, and Section E (if applicable) and any documents and published rate plans referred to in these sections. If there is any conflict between these sections, they will take precedence in reverse order to the order listed, and all of these sections take precedence over any documents or published rate plans referred to in these sections. By signing below, Member:

authorizes TELUS to obtain information about Member’s credit history and consents to the exchange of credit information with credit agencies or TELUS Affiliates, including the provision of information about Member’s payment history with TELUS;

consents to publication of the phone numbers assigned to Member and presentation of caller ID;

consents to the exchange of account and usage information with TELUS Affiliates or dealers, for the purpose of offering the Services or products to Member.

The Member acknowledges that:

it has read and understands this Agreement negotiated by the University of Windsor for the benefit of the Members of the Sharing Group, as defined in this Agreement, and that it includes limitations of liability; and

for reasons set out in Section A – Description of the Sharing Group, the Wireless Code does not apply to this Agreement The Member and TELUS agree to be bound by the terms and conditions in this Agreement and agree that a copy of this signed Agreement in its entirety will be supplied to the Center for Smart Community Innovation, 401 Sunset Ave, Windsor, ON., N9B 3P4, at the University of Windsor as part of its Smart Community activities, referred to herein as “University” to become part of Master Services Agreement signed by the University of Windsor and TELUS. The University of Windsor will not be liable for or have any obligations pursuant to the signature of this Member Corporate Customer Agreement.

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Signature of Authorized Member Representative Date Signature of Authorized TELUS Date Representative

Helga Reidel Chief Administrative Office Doug Higgins

Director of Sales Ontario Public Sector

Printed Name Title Printed Name Title

Signature of Authorized Member Representative Date

Valerie C. Critchley City Clerk

Printed Name Title

Effective Date OH.V1.D.Russell.0.0.R0.

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Appendix A

Members of the Connecting Windsor-EssexTM

and WEDnetTM

Smart Community Special Offer for Employees

Part of the Corporate Individual Liability (CIL) program. Limited to 1 (one) voice or Smartphone device per user

VOICE ONLY RATE PLANS



Included minutes 150 local non-shareable minutes


$0.10/min

Canada to Canada LD

$0.08/min



Included features



Additional features

$0 Voicemail 25 $0 150 Bonus local non-shareable minutes



$0 Unlimited Canada to US Text Messaging (SMS & MMS)**










**SMS/MMS text must originate in Canada

Discounts do not apply

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Included minutes Unlimited National (non-shareable)



Included features












Minutes are national non-shareable (roaming rates apply)




**SMS/MMS text must originate in Canada

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VOICE + DATA RATE PLANS


Monthly plan rate $45*



$0.10/min




Included features



Additional features


$0 100 Bonus local non-shareable minutes $0 Unlimited Local Nights & Weekends from 6PM

$0 Unlimited Local Incoming Minutes $0 Local In Network Calling

$0 Unlimited National Text Messaging (SMS & MMS) $0 Unlimited Canada to US Text Messaging (SMS & MMS)***

Included Canada data - (BIS/PDS/iPhone)

Up to 1 GB (non-shareable)



*Discounted rate reflected

**3000 Call Forwarding minutes included. Additional Call Forwarding minutes: $0.15/minute











Rate plan not yet available. Will be made available within 30 days from the Effective Date

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$0.10/min




Included features



Additional features




$0 Unlimited Canada to US Text Messaging (SMS & MMS)**






SMS/MMS text must originate in Canada









Discounts do not apply May be combined with TELUS Corporate Advantage add-ons only

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Included minutes Unlimited National

(non-sharable)

Canada to U.S LD/min $0.10


Included features








Additional Shareable Canada data

(BIS/PDS/iPhone) $0 2GB Bonus (non-shareable)





Minutes are National (Canada to Canada calling, non-shareable). Roaming rates apply.







Discount do not apply


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TELUS INTERNATIONAL ROAMING PAY PER USE RATES

Zone 1 Zone 2

Voice/

Min

Data/

MB

SMS/

Message

Voice/

Min

Data/

MB

SMS/

Message

Rate $1.00 $5.00 $0.50 $2.00 $9.00 $0.50

Region* Western Europe, Mexico,

Oceania

Caribbean/Latin America, Eurasia,

Africa, Middle East




Not applicable to CDMA Network

Cannot be combined with Business International Data Bundles

CORPORATE ADVANTAGE –SMS & MMS ADD-ONS

Per/Message

Corporate Advantage SMS/MMS U.S.-Can*. (includes Puerto Rico and


Corporate Advantage SMS/MMS U.S.-U.S.* (includes Puerto Rico and


Corporate Advantage SMS** U.S.-U.S.* Unlimited. (includes Puerto Rico and the U.S. Virgin

Islands)

$5.00


Not available on CDMA network


SMS & MMS must originate from U.S


**SMS does not include picture or video messaging MMS

Corporate Advantage SMS U.S. – U.S. Unlimited add-on not yet available. Will be made available within 30 days from the Effective Date

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ADD-ONS BUNDLE

Corporate $5 Add-On

Monthly rate $5

Included Canada to Canada LD

250 minutes (non-shareable)

Included U.S. voice roaming

20 minutes (non-shareable)

Included U.S. data roaming 10 MB (non-shareable)

Available as an add-on to Corporate Advantage rate plans only. Will depend on the number of Customer Users on the same BAN.

Can only be shared with Local tethering and on-device data usage



Not yet available. Will be made available within 30 days from the Effective Date.

MOBILE HIGH SPEED RATE PLANS

Corporate Advantage MHS 30 Corporate Advantage MHS 40

Monthly plan rate $30 $40

Included Canada data 1 GB* 3 GB*



Includes on-device or tethered data

* Users can access shared data within the same BAN. Additional data will be charged at the applicable pay-per-use rate Users do not have access to pooled or shareable minutes. All usage will be charged at the applicable pay-per-use rate Charges recur monthly unless otherwise specified Notwithstanding anything to the contrary in the Agreement, there are no SAF or Carrier 911 charges applicable to this particular suite of rate

plans Certain provinces impose a regulated provincial 911 fee: P.E.I (70¢), Nova Scotia (43¢), New Brunswick (53¢), Saskatchewan (62¢), Quebec

(40¢), and Alberta (44¢) Voice airtime/ min: $1.00; LD rate/ min: Can to Can or U.S. - $0.50; U.S. Roam/LD: $1.50 ; Optional monthly paper summary invoice: $3 per account, plus optional monthly paper detailed billing: $0.30 per subscriber Discount do not apply

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TABLET RATE PLAN

Corporate Advantage

Tablet 15


Included Shareable Canada data

100 MB*



* Users can access shared data within the same BAN. Additional data will be charged at the applicable pay-per-use rate

Users do not have access to pooled or shareable minutes. All usage will be charged at the applicable pay-per-use rate

Voice airtime/ min: $1.00; LD rate/ min: Can to Can or U.S. - $0.50; U.S. Roam/LD: $1.50


Notwithstanding anything to the contrary in the Agreement, there are no SAF or Carrier 911 charges applicable to this particular rate plan



Must be activated as a rate plan


No subsidy hardware offer: client owned hardware only. Not eligible for any Airtime Credits Minimum of 2 subscribers on the account required

We strongly suggest bringing along a printed copy of this document. Clients activating on these plans can only select devices from the list of TELUS Devices associated with the Special Offer for Employees

Taxes, long distance, roaming and pay-per-use charges are extra. Additional fees may apply for servicing operations. Directory Assistance 411 Charge: $2.50. Plus applicable provincial government 911 fees in Nova Scotia (43¢), P.E.I (70¢), New Brunswick (53¢), Quebec (40¢) Saskatchewan (62¢), and Alberta (44¢). Long distance refers to calls originating and terminating in Canada. Offer available to new activations on a 3-year service agreement nationally. Proof of employment is required. This pricing is only available while TELUS has a corporate agreement in effect with the entity of the employee in which the above offer is made, and TELUS may terminate the availability of the Special Offer for Employees at any time. The “What You Get, What You Pay” brochure applies to TELUS consumer rate plans, and does not apply to the Special Offer for Employees set out above. Despite anything else in the TELUS Service Agreement or the Service Terms, if you are no longer employed by the entity, the Special Offer for Employees will no longer apply and TELUS will apply a rate plan generally available to TELUS consumer clients. TELUS, the TELUS logo, and the future is friendly are trademarks of TELUS Corporation, used under licence. All other trademarks are the property of their respective owners. © 2012 TELUS.

For more details or to take advantage of this offer please contact your TELUS authorized dealer.