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Terms and conditions for Bell ICT Cloud Services Contract
MASTER SERVICES AGREEMENT
This MSA is between Bell ICT and Customer, each a “party” and together the “parties”.
1.DEFINED TERMS.
The defined terms in Schedule 1 (attached) shall be applicable to the Agreement.
2.SERVICES
Bell ICT shall provide the Services in accordance with the Agreement, and all laws applicable to Bell ICT. The parties shall comply with the SPP Terms, and any additional security specifications identified in the Service Order and Product Terms. Customer agrees that its use of Services shall comply with the AUP and any Bell ICT Configuration Requirements.
3. FEES.
3.1. Payment. Customer shall pay the Fees due within 30 days from the invoice date, in the currency identified on the Service Order, and without withholding (except as expressly permitted in section 3.3), setoff, counterclaim, or deduction. If payment for Fees is overdue by at least ten days, Bell ICT may immediately suspend the Services on written notice. Invoices that are not disputed by Customer in good faith and in written detail within 90 days of the invoice date are conclusively deemed to be accepted by Customer as accurate. Bell ICT will charge interest on overdue amounts at the greater of 1.5% per month or the maximum legal rate, and will charge Customer for any cost or expense arising out of Bell ICT’s collection efforts. Bell ICT will charge its then-current rates if Customer continues to use any Services following termination of the Agreement or applicable Service Order. Customer is responsible for keeping its billing, account permissions, and other account information up to date.
3.2. Fee Increases. Unless otherwise stated to the contrary in the Agreement, there will be no Fee increases during the Initial Term or any Renewal Term. However, Bell ICT may increase Fees following expiration of the Initial Term, any Renewal Term, or during any Auto-Renewal Term on giving at least 90 days advance written notice. In the event of a Third Party Fee Increase at any time, Bell ICT may also increase Customer’s Fees by the same percentage amount on 90 days advance written notice.
3.3. Taxes. All amounts due to Bell ICT are exclusive of Tax. Customer shall pay Bell ICT any Tax that is due. Customer shall provide Bell ICT with timely, accurate, and adequate information and documentation sufficient to: (i) permit Bell ICT to determine if any Tax is due; (ii) evidence any Customer exemption from Tax, in advance of invoicing; and (iii) evidence Customer’s payment of any Local Withholding Taxes. All payments to Bell ICT shall be made without any withholding or deduction for any taxes. Subject to receipt of sufficient evidence of Customer payment of any Local Withholding Taxes, Bell ICT shall remit such cost to Customer in the form of a credit on Customer’s outstanding account balance.
4. TERM AND TERMINATION.
4.1. Term. This MSA shall continue until terminated in accordance with its terms. Service Orders for Recurring Services shall be subject to the Auto Renewal Term unless: (i) otherwise stated in the Agreement; (ii) the parties enter into an agreement for a Renewal Term; or (iii) either party provides the other with written notice of termination at least 90 days prior to the expiration of the then-current term.
4.2. Termination for Convenience. For Recurring Services, unless otherwise stated in the Agreement, Customer may terminate all or part of any Service Order for convenience at any time by giving Bell ICT at least 90 days advance written notice, subject to an early termination fee equal to the monthly recurring Fee times the number of months remaining in the then-current term of the Service Order for the Services that have been terminated. If Bell ICT permits Customer to cancel or delay the scheduled termination date, Customer must provide 90 days written notice of any rescheduled termination date.
