Terms of Service

This Terms of Service agreement (the “Agreement”) is entered into between Zinam Consulting Inc., a corporation registered under the laws of the Province of Ontario, doing business as DialZone.com (“DialZone,” “we,” “us,” or “our”), and the person or organization that registers for, subscribes to, or otherwise uses any DialZone service (“Customer,” “you,” or “your”). Where the Customer is a business or other organization, the individual accepting this Agreement confirms they have the authority to bind that organization.

By signing up for, accessing, or using any DialZone service, you agree to be bound by this Agreement, our Acceptable Use Policy, our Privacy Policy, and our Payment Policies, each of which is incorporated into this Agreement by reference. If you do not agree to these terms, please do not sign up for or use any DialZone service.

1. Services Covered

This Agreement applies to all services offered by DialZone under the DialZone.com name, including but not limited to:

• AI Answering Service (AI-powered call answering and virtual receptionist services);
• Business Phone / Hosted PBX / Cloud PBX / IP-PBX services;
• Call Centre Solutions (including auto-attendant, queuing, supervision, recording, and related features);
• Internet Service; and
• any other product or service DialZone makes available from time to time (collectively, the “Services”).

Where a specific clause in this Agreement applies only to certain Services (for example, obligations that are specific to internet connectivity or to telephone/VoIP services), that clause identifies the Services it applies to. DialZone reserves the right to refuse any application for Service, with or without providing a reason.

2. Electronic Communications and Acceptance

You agree that DialZone may communicate with you electronically, including for contracts, orders, notices, disclosures, and records of transactions, and you waive any right under applicable law to require an original (non-electronic) signature or the delivery or retention of non-electronic records, except where such a waiver is not permitted by law.

Acceptance of this Agreement, whether by clicking to accept, signing up online, submitting a signed order form, or continuing to use the Services after notice of a change, constitutes your acceptance of this Agreement, our Acceptable Use Policy, and our Payment Policies.

3. Emergency (911) Calling for Business Phone and Call Centre Solutions

DialZone’s Business Phone, Hosted PBX/Cloud PBX, and Call Centre Solutions products use Voice over Internet Protocol (VoIP) technology. VoIP 911 service may have important differences from traditional 911 dialing, including in situations of power or internet outages, incorrect or outdated registered address information, or service relocation. You are responsible for keeping your registered service address up to date with DialZone so that emergency calls can be routed appropriately, and for informing all users at your location of any limitations of 911 service over VoIP, consistent with applicable CRTC requirements for VoIP service providers. Where a Service does not provide dial-tone or outbound calling functionality (for example, the AI Answering Service acting solely as a virtual receptionist on your existing number), this section does not apply, but you remain responsible for maintaining an independent means of reaching emergency services.

4. Jurisdictional Restrictions

If you reside or operate in a jurisdiction where the use of internet telephony or the specific Service you are requesting is restricted or prohibited by law, you may not enter into this Agreement for that Service. By using the Services, you confirm that you have verified that your use of the Services is lawful in your jurisdiction, and you agree to indemnify DialZone for any costs (including reasonable legal fees) arising from your breach of this section.

5. Formation of Contract

Any error, omission, or typographical error in a quotation, offer, sales information, invoice, or other document supplied by DialZone is subject to correction on notice from DialZone, without liability to DialZone. DialZone may vary a provision of this Agreement without your prior consent where the change is required to comply with a change in law, regulation, or a requirement of an underlying carrier or service provider, and will provide notice of such changes as described in Section 16.

6. DialZone’s Responsibilities

• DialZone will make reasonable efforts to provide the Customer with the Services described in the applicable order, plan, or service description, including any phone numbers, extensions, or internet connectivity included in that plan.
• Any phone number issued to the Customer by DialZone remains the property of DialZone while the Service is active, subject to your right to request number portability where required by law or CRTC rules. DialZone may change a number supplied to the Customer where required for operational, regulatory, or legal reasons, and will provide reasonable notice where practical.
• DialZone will provide reasonable technical and account support in accordance with the support channels and hours described on the DialZone website or in your service order.
• DialZone may, at its discretion, change the equipment, software, or infrastructure used to provide the Services, provided that such changes do not materially reduce the features you have paid for without reasonable notice.

7. Customer Responsibilities

• You will use the Services in accordance with this Agreement, our Acceptable Use Policy, and all applicable laws, and will not resell, sublicense, or provide access to the Services to third parties except as expressly permitted in your service order.
• You will not use the Services for any unlawful purpose, or to transmit content that is abusive, harassing, defamatory, fraudulent, or that infringes the intellectual property or privacy rights of others.
• You agree to indemnify DialZone against costs and liabilities arising from a breach of the preceding two clauses, and will cooperate with DialZone in relation to any complaint, inquiry, or investigation concerning your use of the Services.
• You are responsible for ensuring that any individual or third party who uses the Services through your account is bound by, and complies with, this Agreement.
• You are responsible for keeping your account contact information (including your email address) current, and for promptly notifying DialZone of any change, so that you receive notices sent under this Agreement.
• Where a Service involves handling calls, messages, or data on behalf of your own customers or callers (for example, AI Answering Service or Call Centre Solutions), you are responsible for ensuring you have the necessary rights and consents to have that information processed by DialZone on your behalf, and for your own compliance with laws applicable to your business, including Canada’s Anti-Spam Legislation (CASL) and applicable privacy law.

8. Assignment

You may not assign your rights or obligations under this Agreement to another party without DialZone’s prior written consent. DialZone may assign this Agreement, in whole or in part, to a third party without your consent, including in connection with a merger, acquisition, or sale of assets.

9. Provision of Services and Warranties

DialZone will take commercially reasonable steps to keep its network and Services free of faults and reasonably uninterrupted, but does not warrant that the Services will be continuous, error-free, or uninterrupted. Except as expressly stated in this Agreement or as required by applicable law, DialZone provides the Services on an “as-is” and “as-available” basis and disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the fullest extent permitted by law. Nothing in this section limits any warranty or protection that cannot lawfully be excluded under applicable Ontario or federal law.

Where DialZone relies on third-party carriers, internet providers, or infrastructure to deliver a Service (for example, inbound call delivery or last-mile internet connectivity), DialZone is not liable for delays or interruptions caused solely by that third party, except to the extent DialZone fails to take reasonable steps to remedy the issue once notified.

10. Rates and Payment

Fees for the Services are set out in your service order, plan selection, or invoice, and are billed on the cycle described in our Payment Policies, which form part of this Agreement. All rates are exclusive of applicable taxes unless stated otherwise. DialZone may change its published rates for future billing periods by providing reasonable notice as described in our Payment Policies. Usage (such as call minutes) is calculated based on DialZone’s own records, which are conclusive absent manifest error.

11. Technical Support and Maintenance

DialZone may suspend a Service temporarily, without liability, to perform maintenance, upgrades, or backups, and will use reasonable efforts to minimize any resulting disruption and to schedule planned maintenance outside of normal business hours where practical. You should notify DialZone as soon as reasonably possible if you become aware of a fault with the Services. Support is provided on a best-efforts basis in accordance with the support channels published on the DialZone website.

12. Intellectual Property

All intellectual property rights in the DialZone platform, software, trademarks, and documentation remain the property of DialZone or its licensors. Data and content you submit to the Services that pertains to your own business or your customers remains your property. You may not use DialZone’s name, trademarks, or copyrighted materials in a way that implies endorsement of, or affiliation with, your own products or services without our prior written consent. Any right granted to you to use the Services or related software is a limited, personal, non-exclusive, non-transferable license for the purpose of using the Services as intended.

13. Confidentiality

Each party will keep confidential any non-public information received from the other party in connection with this Agreement, and will only disclose such information to personnel or agents who need to know it to perform their obligations under this Agreement, except where disclosure is required by law or by a regulatory or governmental authority. This obligation does not apply to information that was already known to the receiving party, is or becomes publicly available other than through a breach of this section, or is lawfully received from a third party without restriction.

14. Acceptable Use Policy

You agree to use the Services in accordance with our Acceptable Use Policy, which DialZone may update from time to time. Material updates will be posted on our website with a revised “last updated” date, and your continued use of the Services after such an update constitutes acceptance of the revised policy.

15. Limitation of Liability

To the fullest extent permitted by law, DialZone is not liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of data, or loss of business opportunity, arising out of or in connection with this Agreement or the Services, even if DialZone has been advised of the possibility of such damages. DialZone’s total aggregate liability to you for any claim arising out of or relating to this Agreement or the Services, whether in contract, tort, or otherwise, is limited to the total fees paid by you to DialZone for the affected Service in the three (3) months immediately preceding the event giving rise to the claim. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be excluded or limited under applicable Ontario or federal law.

DialZone has no liability for a claim that arises from your own or an end user’s negligence, misconduct, or breach of this Agreement, or where you fail to promptly notify DialZone of a claim or fail to reasonably cooperate with DialZone in addressing it.

16. Force Majeure

DialZone is not liable for any delay, interruption, or failure in the Services resulting from causes beyond its reasonable control, including acts of God, severe weather, fire, power outages, telecommunications or internet infrastructure failures, labour disputes, government action, war, or the failure of a third-party carrier or supplier.

17. Indemnity

You agree to indemnify and hold harmless DialZone, its officers, employees, and affiliates from any claim or demand, including reasonable legal fees, arising from: (a) your breach of this Agreement or the Acceptable Use Policy; (b) your negligence or misconduct, or that of a third party using your account; or (c) the content, marketing, or promotion of your own products or services undertaken using the Services.

18. Term and Termination

This Agreement takes effect when you first accept it and continues until terminated as set out below. Unless a different notice period is stated in your service order, either party may terminate a Service by giving the other at least thirty (30) days’ written notice. DialZone may suspend or terminate a Service immediately, on notice, where you fail to pay amounts owing, materially breach this Agreement or the Acceptable Use Policy, or use the Services for an unlawful purpose. On termination, your right to use the affected Service ends, and any phone numbers issued as part of that Service will be released or ported in accordance with applicable CRTC number portability rules. Provisions of this Agreement that by their nature should survive termination (including confidentiality, limitation of liability, and indemnity) will survive.

19. Miscellaneous

This Agreement, together with the documents it incorporates by reference, is the entire agreement between you and DialZone regarding the Services and supersedes any prior understanding. DialZone may update this Agreement from time to time by posting a revised version on our website with an updated “last updated” date. If you do not agree with a material revision, you may terminate your account in accordance with Section 18 before the revised Agreement takes effect; continued use of the Services after that date constitutes acceptance of the revised Agreement. DialZone’s failure to enforce a provision of this Agreement at any time does not waive its right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions continue in full effect. This Agreement does not create a partnership, joint venture, or agency relationship between you and DialZone.

Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. Each party irrevocably attorns to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of or relating to this Agreement.

Contact. Questions about this Agreement can be directed to sales@dialzone.com.