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Master Terms of Service (TOS)

Section Index

  • Section 1 (Scope, Incorporation & Precedence)
  • Section 2 (Definitions)
  • Section 3 (Use of Services; Customer Responsibilities)
  • Section 4 (Charges, Billing, Payment & Changes)
  • Section 5 (Provisioning, Service Changes, and Modernization)
  • Section 6 (Service Levels, Maintenance & Force Majeure)
  • Section 7 (Acceptable Use, Security & Privacy)
  • Section 8 (Warranties, Liability & Indemnities)
  • Section 9 (Credit, Deposits & Fraud Controls)
  • Section 10 (Numbering, Porting & Directory Listings)
  • Section 11 (Suspension, Termination & Post-Termination)
  • Section 12 (General Provisions)
    (Notices; Assignment; Governing Law; Publicity; Updates & Versioning; Entire Agreement; Severability; Survival; Contact Information)

Schedules (where applicable):

Incorporated Policies (by reference):

1) Scope, Incorporation & Precedence

1.1 Scope. These Terms of Service (“TOS”) govern all residential and business Services provided by Diallog Telecommunications Corp. (“Diallog”, “we”, “us”, “our”) to you (“Customer”), whether or not a separate order or agreement is signed. For clarity, “Business Customer” (defined in Section 2 (Definitions)) includes corporations, partnerships, governmental entities, schools, and non-profit/charitable organizations; “Consumer Services” are services to an individual primarily for personal/household use.

1.2 TSA. If you have a signed Telecommunications Services Agreement (“TSA”), these TOS form part of it. If no TSA is in effect (including where a TSA has expired or cannot be located) but Services continue, these TOS are the entire agreement for the Services and the Services continue on a month-to-month basis at Diallog’s then-current rates.

1.3 Incorporation. The following are incorporated by reference and form part of these TOS: any applicable Service Level Agreement (SLA), the AUP, the Privacy Policy, and any posted Service-specific policies (e.g., VoIP 9-1-1). The AUP and Privacy Policy are published at https://diallog.com (or a successor URL).

1.4 Rolling updates & notice. The current version and effective date of these TOS are posted at https://diallog.com/terms. Posting and/or invoice/email notice constitutes notice of updates; continued use or non-termination after the effective date constitutes acceptance. Updates to the AUP and Privacy Policy are effective on their posted effective dates and may be communicated by invoice/email; continued use after that date constitutes acceptance, except where applicable law requires new consent for a material change in how personal information is used or disclosed—in which case Diallog will obtain such consent.

1.5 Precedence. If there is a conflict: (1) an executed TSA (including Service Orders/Addenda); (2) the BSS or RSS (as applicable); (3) any SLA; (4) these TOS; (5) Service-specific policies (including the AUP, Privacy Policy, and VoIP 9-1-1 Policy). The Privacy Policy governs personal-information handling and the AUP governs prohibited conduct and network/security use.

1.6 Archives. Diallog will maintain an archive of prior AUP and Privacy Policy versions with effective dates, available on request (or posted online).

1.7 Interpretation; headings; cross-references; applicability to Schedules/Policies. Headings and short titles are for convenience only and do not affect interpretation. Cross-references in these Terms identify both the section number and its short title (e.g., “Section 5 (Provisioning, Service Changes, and Modernization)”). If a cross-reference lists a section number and title that do not match, the title governs, and the reference will be deemed to point to the section bearing that title (or any successor section that is substantially similar), regardless of later renumbering or document reorganization.
Applicability across documents. This Section 1.7 is incorporated by reference into and applies to all Schedules and Policies that form part of these Terms (including, without limitation, the BSS, the RSS, the AUP, the Privacy Policy, and the VoIP 9-1-1 Emergency Calling Policy), whether contained within the same document or published separately and updated from time to time. Cross-references to such Schedules/Policies are to the then-current version, including their successor sections.
Mistakes. Despite best efforts, numbering mistakes can occur. It is the reader’s responsibility to locate the referenced section by title if a discrepancy appears. Diallog will use commercially reasonable efforts to correct any identified cross-reference discrepancies in the next version update of the affected document.

2) Definitions

  • Acceptable Use Policy (AUP): Diallog’s acceptable use policy published at https://diallog.com/aup (or successor URL), as updated.
  • Adapter: An Analog Telephone Adapter (ATA), TDM–VoIP gateway, or similar device enabling Customer Equipment to interface with SIP/VoIP or other modernized delivery.
  • Addendum Date: The later Acceptance Date on the TSA Addendum, from which extensions or resets may apply per the BSS.
  • Addendum Service Order: The order attached to or incorporated in a TSA Addendum detailing additional, replaced, or moved Services.
  • Breach: A Security Incident creating a real risk of significant harm under applicable law.
  • Business Customer: Any customer other than an individual receiving Consumer Services, including corporations, partnerships, governmental entities, schools, and non-profit/charitable organizations.
  • Business Services: Services purchased or used by a Business Customer.
  • Business Services Schedule (BSS): The schedule titled “Business Services Schedule” that applies to Business Services and forms part of these Terms.
  • Consumer Services: Services provided to an individual acting primarily for personal or household purposes.
  • Customer (or “you”, “your”): The person or entity that orders, receives, or uses the Services, including anyone who accesses or uses the Services through your account, numbers, or credentials (e.g., employees, contractors, agents, end users). You are responsible for their compliance.
  • Customer Premises Equipment (CPE): Equipment, wiring, systems, and software located at or behind the Demarcation Point that interface with the Services (e.g., PBX/key systems, analog phones, fax, alarms, routers/firewalls/switches), including any Adapters/gateways. CPE may be customer-owned or provided by Diallog.
    • Customer-Owned CPE: CPE to which the Customer holds title.
    • Diallog-Provided CPE: CPE supplied by Diallog under an order. Unless the order states that title transfers upon delivery or full payment, Diallog-Provided CPE remains Diallog Equipment. After title transfer, it becomes Customer-Owned CPE.
  • Demarcation Point (or “Demarc”): The point where the underlying carrier’s facilities end and your facilities begin.
  • Diallog (or “we”, “us”, “our”): Diallog Telecommunications Corp., and where the context permits, its affiliates, successors, related corporation or entities, permitted assigns, and service providers acting on its behalf.
  • Diallog Equipment: Equipment that Diallog owns or leases and provides for your use in connection with the Services.
  • ETF (Early Termination Fee): A charge that applies when the Customer terminates a Service before the end of its committed Service Term, calculated in accordance with the applicable Service Schedule.
  • Force Majeure Event: Events beyond Diallog’s reasonable control, including acts of God, labour disputes, utility failures, fires, floods, war, terrorism, governmental actions/orders, cybersecurity events (e.g., ransomware, DDoS, zero-day exploits), and failures of underlying carriers, data centres, or upstream providers.
  • Initial Service Order: The order attached to or incorporated in the TSA detailing initial Services.
  • Legacy Services: Wireline voice access on forborne or tariffed legacy platforms (including ISDN PRI and Business Lines/Local Access Voice), whether installed at business or residential premises (including home lines and business lines in residential dwellings), dependent on underlying carrier facilities subject to retirement, modernization, or re-rate.
  • Managed CPE Plan: An optional plan under which Diallog provides ongoing configuration, monitoring, and replacement support for designated CPE as specified in an order or plan description.
  • MMC (Minimum Monthly Commitment): The minimum monthly spend or usage level for one or more Services, as stated in the applicable Order or Service Schedule.
  • Modernization: The replacement or upgrade of Legacy Services to IP-based or equivalent modern delivery methods to maintain, improve, or continue Service reliability, as described in Section 5A (Modernization of Legacy Services).
  • MRC (Monthly Recurring Charge): The recurring monthly fee payable for a Service under an applicable Order or Service Schedule.
  • Move: A change of service location for an existing Service.
  • NRC (Non-Recurring Charge): A one-time fee payable for installation, activation, or other non-recurring Service components.
  • Price Book: Diallog’s then-current schedule of one-time fees and ongoing usage rates.
  • Privacy Policy: Diallog’s privacy policy published at https://diallog.com/privacy (or successor URL), as updated.
  • Residential Services Schedule (RSS): The schedule titled “Residential Services Schedule” that applies to Consumer Services and forms part of these Terms.
  • Security Incident: Actual or reasonably suspected unauthorized access, use, or disclosure of systems or data.
  • Service Level Agreement (SLA): Any service-specific performance/credit commitment published by Diallog and incorporated by reference.
  • Services: All residential and business telecommunications, Internet, voice (including VoIP/long distance), data, and related products/services provided by Diallog; for clarity, a change in features or an addition of features is not a new Service. A “new Service” shall include a Service previously used by you but discontinued for any reason, which you wish to reactivate.
  • Service Changes: Any modifications, upgrades, migrations, activations, or adjustments to the Services, including but not limited to provisioning, technology updates, or modernizations as described in Section 5 (Provisioning, Service Changes, and Modernization) and Section 5A (Modernization of Legacy Services).
  • Service Term: The committed duration for a Service beginning on activation of the last item in the initial order (or as otherwise specified). For Services under a TSA Addendum, the duration indicated in the original TSA, commencing on activation of the last item in the Addendum Service Order, and applying to all Services (existing and new).
  • Status/Notices Page: Diallog’s service status and notices page at https://diallog.com/status (or successor URL).
  • Substantially Equivalent Service: A replacement that preserves core telephony functionality—inbound/outbound calling, DID preservation/porting where permitted, concurrent call capacity, and 9-1-1 capabilities per Diallog’s VoIP 9-1-1 Emergency Calling Policy—for materially similar use at the same location(s). This includes, without limitation, migrations from legacy TDM/analog services (e.g., POTS, Centrex, ISDN BRI/PRI) to IP-based voice (e.g., SIP Trunks or Hosted PBX) delivered over any suitable access (fiber, cable, DSL, fixed wireless, LTE/5G). Ordinary differences inherent to the delivery technology—such as dependence on local power/Internet, codec/transcoding behavior, jitter/latency characteristics, the need for Adapters/gateways, or differences in feature implementation—do not, by themselves, render a replacement non-equivalent. Non-voice analog devices (e.g., fax, alarms, elevator/PoS/modems) may require Adapters or special configuration and are not part of core equivalence unless expressly stated in an order.
  • Telecommunications Services Agreement (TSA): Any executed order or master agreement between you and Diallog that incorporates these TOS.
  • Unpaid Usage: Any accrued but unbilled or under-billed usage-based charges (e.g., long-distance, international, overage, or per-event fees under Section 4.3 (Long-distance (domestic, North American, international) & other usage-rated charges)), including, for Services with an MMC, any shortfalls below the MMC in past months and projected shortfalls for remaining months in the Service Term during early termination calculations under the BSS.
  • Virtual CPE (vCPE): Network/security/voice functions delivered as software or managed service on general-purpose hardware or cloud infrastructure (e.g., SBC/Firewall/Router functions), rather than a dedicated appliance.

All other capitalized terms have the meanings given elsewhere in these TOS. If you have a TSA, its defined terms apply in addition to the above.

3) Use of Services; Customer Responsibilities

3.1 Compliance. You must use the Services in compliance with the AUP, these TOS, and applicable law (including CRTC rules and CASL). You are responsible for all use of your Services, numbers, and credentials. Diallog’s Internet Services may include the ability to establish multiple email accounts. Any email accounts established shall form part of your account with Diallog and you are solely responsible to ensure that any account created for a user under the age of majority has been created with the consent of that person’s parents or guardians.

3.2 Security. You will maintain reasonable security for systems that access the Services, including patching, strong and unique passwords, role-based access, disabling SIP ALG, applying recommended NAT/firewall rules, and enabling multi-factor authentication (MFA) for Diallog portals where available.

3.3 Numbers/IPs/Codes. Telephone numbers, IP addresses, hostnames, and codes are assigned for your use and may change, but are not owned by you. The number of service connections per IP address may be limited. We may change them on reasonable notice or as required by carriers or authorities. Diallog assumes no responsibility whatsoever for accuracy of geolocation of IP Addresses.

3.4 Directory listings. Where applicable, you are responsible for requesting or removing directory listings and reviewing listing accuracy. Our liability for listing errors is limited to a refund of listing charges during the period of the error.

3.5 Customer Premises Equipment (CPE). You are responsible for ensuring CPE (whether customer-owned or Diallog-provided) is compatible with the Services, configured per Diallog specifications, and maintained in good condition. Failures or misconfiguration of CPE do not constitute Service unavailability. At your request, Diallog may provide installation/configuration/repair services for CPE at published rates; doing so does not make Diallog responsible for that CPE unless expressly stated in a Managed CPE Plan. Diallog agrees that it will first provide to you a quotation or estimate therefor, together with any other proposed terms and conditions and will not undertake any such work or services until you and Diallog agree in writing on such pricing, terms and conditions, except where immediate action is required to protect safety or restore service, in which case work may proceed at published rates. Diallog is responsible for delivering SIP Trunk Services to and from the IP address you have supplied to Diallog. You must notify Diallog of any changes to the IP address within a reasonable time in advance of any such change. For Hosted PBX Services, you are solely responsible for adequately configuring (with the appropriate setup credentials provided to you by Diallog prior to installation) and maintaining any telephones not purchased from Diallog and utilized by you or your intended users. You are solely responsible for adequately configuring and maintaining any internal networking or other equipment forming part of your Facilities in order to allow the Services to be delivered from your router, firewall or any other networking equipment to any IP telephones and/or facsimile machines which are inside of and form a part of your network.

3.6 Diallog-Provided CPE; title, risk, warranty & support.
a) Commercial terms. Diallog-Provided CPE may be sold up-front (title transfers upon delivery), financed in installments/amortized monthly, or rented/loaned; the applicable terms (including any amortization balance) will be stated in the order. If the Service ends early (per Section 11 (Suspension, Termination & Post-Termination), any unpaid CPE balance becomes immediately due, in addition to other amounts owed.
b) Title & risk. Unless the order states otherwise, title remains with Diallog until full payment. Risk of loss passes on delivery/installation. You agree to keep Diallog-Provided CPE safe, in normal operating environment, and insured against loss and damage.
c) Return/Replacement. Where CPE is rented/loaned, you must return it within fifteen (15) days after the applicable Service ends. If it is lost, stolen, damaged, or not returned, we may charge the then-current replacement value.
d) Warranty. New Diallog-Provided CPE carries the manufacturer’s standard warranty; our sole obligation is to facilitate repair or replacement with the same or equivalent model under that warranty. Warranty excludes misuse, unauthorized modifications, environmental/power issues, lightning/surge/acts of God, and end-of-support devices. No other warranties apply unless expressly stated.
e) Support. If you purchase a Managed CPE Plan, Diallog will provide the configuration/monitoring/replacement support described in that plan (and any applicable SLA). Otherwise, support is time-and-materials at published rates.
f) vCPE. Where we deliver functions as vCPE, those functions are part of the Services. You remain responsible for any on-prem host/hypervisor, power, and Internet connectivity not supplied by Diallog.

3.7 Diallog Equipment; Access. Diallog remains the owner of any Diallog-provided equipment (including Diallog-Provided CPE before title transfer). You will keep it safe, not modify or move it without our consent, and provide reasonable access to premises (with identification shown) for installation, inspection, maintenance, or removal; in emergencies affecting safety or service restoration, access may be required on shorter notice. Diallog is not responsible for premises damage except to the extent directly and solely caused by Diallog’s gross negligence. You will cooperate with and provide access to your Facilities and your personnel for Diallog so Diallog can assess whether your systems are suitable for Hosted PBX Services.

3.8 Fraud and unauthorized use. You are responsible for all charges incurred on your Services, whether authorized or not (including toll fraud, compromised credentials, PBX hacks, and calling-card misuse). You must secure your systems and credentials and notify Diallog immediately of suspected fraud. We may require interim payments, adjust credit terms, and/or suspend suspected traffic. Fraud-related charges are payable and not creditable, without prejudice to other remedies (see also Section 9 (Credit, Deposits & Fraud Controls)).

3.9 Changes to numbering/identifiers. We may change telephone numbers, calling-card numbers, IP addresses, or other identifiers and will notify you of the effective date.

3.10 Identity Verification for Support. To protect your account and comply with privacy laws (e.g., PIPEDA), Diallog requires verification of your identity before providing customer service, technical support, or discussing account details, whether via phone, email, SMS, messaging apps (e.g., WhatsApp, Messenger), or other channels. You agree to set up and maintain a PIN, Password, or Secret Question during onboarding or upon first contact, and to use it as the primary method for verification. If these are not set up, lost, or forgotten, you must provide accurate fallback proofs (e.g., account number, billing address, registered phone/email, last 4 digits of payment method, or balance due on last invoice) upon request. For phone/email/messaging from a recognized number/address on file, fewer proofs (2) may be required; from an unrecognized source, additional proofs (3) are needed, and upon successful verification, the new number/email/channel (and contact, if applicable) will be added to your account in real-time for future reference. Failure to verify may result in denial of support without liability to Diallog. You are responsible for keeping all verification details current, secure, and confidential. This process helps prevent fraud and unauthorized access; details are in our support guidelines.

4) Charges, Billing, Payment & Changes

4.1 Charges; no set-off; taxes. You will pay all charges for the Services without set-off or deduction, together with applicable taxes, levies, government fees, interest on overdue amounts, and any service charges (including returned-payment charges).

4.2 Price changes; re-rating & adjustments. Diallog may modify the base rate of any Service and/or apply a separate adjustment or surcharge to reflect (i) changes from underlying providers (including re-rates and technology retirement of Legacy Services), (ii) changes in Diallog’s costs to provide Services (administrative, risk, compliance, operational), or (iii) market/regulatory conditions. An increase under this section may be greater or less than any underlying provider change. Diallog may implement changes by re-rating the existing line item or by adding an adjustment line on your invoice. Posting at https://diallog.com/terms and/or invoice/email notice constitutes notice; continued use or non-termination after the effective date constitutes acceptance.

4.3 Long-distance (domestic, North American, international) & other usage-rated charges.
(a) Voice long-distance. Calls outside the applicable local calling area of your main/pilot DID (see localcallingguide.com), calls between Canada and the United States (including U.S. territories) (“North American LD”), and calls to all other destinations (“international”) are billed at Diallog’s Price Book in effect when the call completes. Rates may vary by destination, number type (e.g., landline, mobile, satellite, premium/non-geographic), and by billing increments/minimums as published. Unless expressly labeled “mobile,” quoted international rates apply to landlines only. Per-minute charges also apply to toll-free (8XX) inbound minutes and to special/premium destinations where permitted.
(b) Other usage-rated items. Usage-based charges for non-voice Services (for example, bandwidth overage or 95th-percentile usage above a committed rate; SMS/MMS; eFax pages; database lookups (e.g., CNAM/LRN); directory assistance/operator services) are billed per the Price Book or the applicable order.
(c) Publication & changes. The Price Book is available from Diallog on request (and may be posted online). Usage rates may change without prior notice (subject to applicable law).
(d) Blocking & risk controls. Diallog may block or require a deposit/limit for high-risk or premium destinations; at your request we may remove blocks subject to additional security, deposit, or credit terms.
(e) Transition of Long Distance Service Provision. Where Diallog becomes the provider of your local telephone Services but not the provider of your long distance telephone Services, Diallog may arrange to provide long distance services to you prior to activation by your long distance company, to ensure continued availability of long distance services. During this interim period, direct dialled long distance calls will be rated according to a savings plan determined by Diallog, and you will be responsible for payment of long distance charges incurred during this interim period.

4.4 Invoicing & delivery. Diallog invoices monthly unless otherwise specified. Invoices may be delivered electronically, by Eco Invoice™ (paper summary + full details by email), or by paper where available. With Eco Invoice only the first page (Summary of Charges and Payments) is sent to the customer in hard copy paper format. The complete invoice, comprising the first page as well as all usage detail pages, is sent via email in pdf format to you (or, in the case of a business customer, to the billing/accounts receivable contact as indicated by you on the first page of the TSA). Eco Invoice is Diallog’s default invoicing method for residential customers unless you expressly indicate your preference for other methods. For environmental and cost reasons, Diallog strongly recommends against paper invoicing. Electronic invoicing is the default for business customers; Eco Invoice is available on request. The Due Date is clearly indicated on the front page of each invoice, and all charges are due on or before that date. You are responsible for maintaining accurate billing email and postal addresses. Diallog may issue interim invoices where we reasonably perceive an abnormal risk of loss or unusually high usage/charges. Where permitted by law, Diallog reserves the right to apply reasonable invoice delivery or processing fees (for example, for paper invoicing, reprints, custom billing formats/feeds), which will be disclosed on the invoice or applicable order.

4.5 Payment terms; interest; fees; chargebacks. Payment is due by the Due Date shown on the invoice. Any amount outstanding after the Due Date bears interest from the day after the Due Date until paid in full at 3.99% per month, compounded monthly (effective annual rate approximately 59.9%), or, if lower, the maximum rate permitted by law. Interest is calculated on the unpaid balance at the end of each billing cycle; any unpaid interest from a prior cycle becomes part of the unpaid balance for the next cycle (i.e., compounding), to the extent permitted by law. Diallog may recover reasonable external costs of collection actually incurred (including legal fees on a substantial-indemnity basis). A returned-payment charge of $55.00 (or such other amount as Diallog may specify from time to time) applies to each dishonoured payment (including cheques, credit cards, and pre-authorized debits).
Chargebacks and disputes. Billing inquiries and disputes are handled under Section 4.6 (Disputes). Chargebacks are not an appropriate forum for good-faith disputes already governed by Section 4.6. If a chargeback is filed, Diallog may suspend Services while the card network/bank resolves the matter. You remain responsible for any amounts ultimately determined to be valid, together with any card-network/bank fees and reasonable handling charges we incur.
Diallog may, in its sole discretion, waive or reduce interest and/or fees as a goodwill gesture (e.g., in connection with account resolution or renegotiation of Services). Any waived/reduced fees, credits, or gestures may be clawed back if the account enters default or terminates early within six (6) months.
Compliance cap. If any interest or fee charged under this Section would—together with any other amounts deemed to be interest—cause the annualized rate to exceed the maximum lawful rate, the charges are automatically reduced to that maximum and any excess is credited to your account.

4.6 Disputes. You must raise any billing inquiry or dispute in good faith within 30 days of the invoice due date (or any longer period required by applicable consumer-protection law) and pay all undisputed amounts when due. Diallog will review and make a good-faith determination, which will be conclusive for billing purposes. Failure to dispute within the window waives the dispute.

4.7 True-ups; previously unbilled charges. Absent deception by you, Diallog may bill previously unbilled or under-billed amounts if correctly billed within the following periods (subject to any shorter period mandated by applicable law): (a) Consumer Services: within twelve (12) months from when incurred; (b) Business Services with a TSA in effect: at any time during the then-current Service Term or Renewal Term for amounts incurred during that term, and for up to twelve (12) months after expiry or termination of that term to finalize adjustments; (c) Business Services without a TSA: within twelve (12) months from when incurred. In cases of deception by you, previously unbilled or under-billed amounts may be billed at any time.

4.8 Credits & refunds.
(a) Non-expiry; application; post-termination handling. While your Services are active, any undisputed credit balance does not expire and will be applied to future invoices unless you request a refund under Section 4.8(b) (Refund method & fees). Upon cancellation or termination, we will first apply any credit to amounts then due. Any remaining undisputed credit will be (i) transferred to another active Diallog account you designate, or (ii) refunded to the original payment method where feasible, subject to the small-balance thresholds and processing fees in Section 4.8(b) and to applicable unclaimed-property laws. If refund to the original method is not possible (e.g., expired card) we may request updated details; if we cannot complete the refund within 90 days because we are unable to contact you or you do not provide the required information, we will handle the amount in accordance with applicable unclaimed-property laws. No credit will be forfeited to Diallog unless permitted by law. Diallog may, at its discretion, apply credits toward new or upgraded Services as a goodwill accommodation.
(b) Refund method & fees. Refunds are issued to the original payment method where feasible.

  • Electronic refund (credit-card reversal or PAD/EFT to the original account): $2.50 processing fee; issued only if the net payout is at least $10. If the credit minus fee is < $10, the amount remains as an account credit, subject to applicable consumer-protection law.
  • Cheque refund (if requested or if electronic refund isn’t possible): $15 processing fee; issued only if the net payout is at least $10. If the credit minus fee is < $10, the amount remains as an account credit.
  • Wire/special handling (at Customer’s request): bank/courier fees are passed through, plus reasonable handling charges.
  • No processing fee applies where the refund results from a Diallog billing error.

4.9 Manifest errors; activation re-rates. Within 60 days after a Service activation or order commencement, Diallog may correct any clerical, typographical, or computational error in the order or TSA (including monthly/non-recurring charges, term length, or service type) to reflect the intended commercial terms or an underlying provider requirement existing at activation. Diallog reserves the right to amend any of the above terms and you will abide by same and, in the event you elect not to do so, Diallog thereafter reserves the right to immediately terminate the TSA. If you decline, Diallog may terminate the affected order without liability (other than to provide a credit/refund for any prepaid, unused Service) and may invoice for Services delivered up to termination and for any restocking/return costs (see Section 11 (Suspension, Termination & Post-Termination) for termination effects).

4.10 Records & contacts. Diallog’s usage and billing records are prima facie evidence of the charges owed. You must keep billing and accounts-receivable contacts current at all times.

4.11 Payment methods. Accepted payment methods may include pre-authorized debit/payment (PAD/PAP), credit card, electronic funds transfer (EFT), cheque, and bill payment at a bank or other financial institution that recognizes Diallog’s Corporate Creditor Identification Number (CCIN). Availability may vary by account. Method-specific terms (e.g., PAD/PAP authorization) apply in addition to these TOS. You must keep payment details current and include the required account/reference number with bank bill payments. A payment is deemed received when funds are credited to Diallog’s account (for cheques, upon deposit and clearance). For methods such as cheque or bank bill payment, you must initiate payment sufficiently in advance so that funds are received and applied by the invoice Due Date. Mail and bank processing times are outside Diallog’s control; interest and collection steps may accrue if funds arrive after the Due Date, even if you initiated payment earlier or a third-party processor delayed remittance. Misapplied or delayed payments caused by missing/incorrect references remain your responsibility. Diallog may require or restrict certain payment methods based on credit or risk.

4.12 Existing Agreements with Previous Providers. For clarity, Diallog has no responsibility to you to determine whether you have a continuing existing agreement or contractual arrangement (“Existing Agreement”) with another provider of services similar to or identical to the Services (“Previous Services”) or to take any action to notify you of this if we discover it. You are solely responsible to pay for any fees, charges, penalties or other costs associated with terminating or cancelling your contractual arrangement with a pre-existing provider of Previous Services. The existence of an Existing Agreement is not grounds for you to cancel or terminate Services with Diallog without Diallog’s recourse to applicable charges and termination fees.

5) Provisioning, Service Changes, and Modernization

This Section governs the activation, modification, and, where necessary, modernization of Services to ensure reliable delivery.

5.1 Customer Cooperation & Site Readiness. Within the timelines we provide for any provisioning, activation, or change, you will: (a) designate a technical contact; (b) provide network/IP details, trunking/SBC info, call-flow requirements, and any other information reasonably required for order fulfillment and billing (as needed); (c) ensure power, environment, and Internet/access (where applicable) are available; (d) provide premises access; and (e) avoid conflicting on-site changes during cutover. Failures or delays in (a)–(e), or any undue delay attributable to you, do not delay the commencement of the Service Term under the BSS, nor delay charges under Section 4 (Charges, Billing, Payment & Changes), nor excuse MMC/ETF or other obligations. At any time during the Term, if you wish to Move an existing Service, the Move shall be executed by way of a TSA Addendum unless at the time, you indicate to Diallog in writing that you do wish to Move the Service but do not wish to execute a TSA Addendum.

5.2 Failure to Cooperate. If you fail to provide access, information, approvals, or other cooperation needed for provisioning, activation, or changes, or miss scheduled cutovers/activations more than once without cause, or cause any undue delay, Diallog may: (i) charge missed-appointment/dispatch fees and time-and-materials for rework; (ii) deem the Service activated and commence the Service Term and billing as if cooperation had occurred; and/or (iii) suspend the affected Service(s) on notice while continuing to bill monthly charges until completion or termination per Section 11 (Suspension, Termination & Post-Termination). Delays attributable to Diallog (including Force Majeure or upstream providers) do not release you from these obligations or the Service Term. If delays in activation under an Initial Service Order or Addendum Service Order are attributable to you, Diallog may deem the last item activated and commence the Service Term and billing accordingly.

5.3 Changes to Delivery and Notice. Diallog may change the underlying carrier, facilities, access technology, or delivery method of a Service to maintain, improve, secure, or continue delivery. Where we provide a Substantially Equivalent Service (defined in Section 2 (Definitions)), such change is not a material change and does not give rise to termination or penalty-free cancellation rights. For Legacy Services, see Section 5A (Modernization of Legacy Services). Diallog will provide reasonable advance notice of changes and a proposed cutover window (typically two (2) weeks or more). Shorter notice may apply where required by an underlying provider, a Force Majeure Event, safety/security requirements, or law/regulation. Notice may be given by email, invoice insert, and/or posting on the Status/Notices Page. You will cooperate in good faith to schedule and complete within the stated window.

5.4 Adapters & Gateways (Required Where Applicable). Where required for interoperability, you must implement Adapters/gateways (e.g., ATA, TDM–VoIP gateway) that meet Diallog specifications. Diallog can supply such devices for purchase (up-front or amortized), installment, or rental, including installation/configuration at published rates; or you may provide Customer-Owned devices that meet our specs and pass acceptance tests. Unless covered by a Managed CPE Plan, Adapters are treated as CPE for performance purposes. Your failure to implement required Adapters does not delay changes or excuse charges, re-rating, MMC/ETF, or other obligations.

5.5 Numbering & Porting. Diallog will use commercially reasonable efforts to preserve DIDs/telephone numbers where permitted by law/carriers. Porting requires your timely cooperation (e.g., LOA, CSR/billing match). Rejections or delays outside Diallog’s control do not delay charges or constitute breach. Certain features may be replaced with functionally similar alternatives.

5.6 Acceptance & Billing. A Service is deemed accepted upon the earliest of: (i) completion of Diallog’s standard test plan (e.g., inbound/outbound call tests and 9-1-1 test number where available); (ii) your first production use; or (iii) five (5) business days after we notify you that the Service is ready and available for your testing. Charges commence upon acceptance. Short transitional overlaps during cutover may be billed.

5.7 Power, Internet & Backup. For IP-based voice and other connectivity-dependent Services (e.g., Internet, data, or hosted solutions), you are responsible for local power, battery/UPS, and Internet/access connectivity (unless supplied by Diallog). Outages or disruptions at your premises due to these or related circumstances do not constitute Service unavailability.

5.8 Professional Services. Any demarc extensions, inside wiring, PBX/SBC configuration, custom call-flows, recording integrations, QoS tuning, or similar work are professional services billed time-and-materials unless otherwise stated in an order or SLA.

5A) Modernization of Legacy Services
Where Legacy Services are involved due to carrier retirements or operational needs, the following applies in addition to Section 5 (Provisioning, Service Changes, and Modernization).

5A.1 Why Modernization Happens (Non-Contractual Overview). Telecommunications is moving from copper/TDM to IP-based networks. Legacy platforms (e.g., POTS, Centrex, ISDN PRI) are being retired by upstream carriers as parts reach end-of-life, field repair costs and copper maintenance escalate, security expectations rise, and vendors discontinue legacy hardware/software. These industry changes—together with supplier re-rates and broader inflationary pressures—sometimes require us to replace older access and voice services with modern equivalents or to adjust or re-rate pricing. Our commitment is to: (a) maintain continuity of standard voice calling, (b) give reasonable notice, (c) help with adapters or alternatives where needed, and (d) be transparent about any pricing adjustments under Section 4.2 (Price changes; re-rating & adjustments). If there is any conflict between this overview and the terms below, the terms below govern.

5A.2 Analog Devices & Special Lines. Fax machines, alarms, elevator/emergency phones, point of sale (PoS) terminals, modems, and other non-voice analog devices are outside the equivalence commitment. You are responsible, at your cost, to: (i) implement Diallog-specified Adapters; (ii) purchase a Diallog alternative (e.g., eFax, Fax-over-IP where available, POTS-replacement over LTE, SIP alarm signaling, hosted analog ports); or (iii) arrange a third-party solution. Your inability or refusal to implement such measures does not delay modernization or excuse charges, re-rating, MMC/ETF, or other obligations. Where safety or code-mandated services (e.g., elevator/emergency lines) are involved, you are solely responsible for procuring a compliant solution; Diallog is not liable for non-voice analog device performance unless expressly ordered with an applicable SLA.

5A.3 Inventory & Timeline for Analog Devices. Within seven (7) business days of a modernization notice, you will provide an inventory of non-voice analog devices and select an option under Section 5A.2 (Analog Devices & Special Lines). Diallog will provide any applicable quotes/schedules. Modernization of the underlying access/voice service will proceed no later than the date in the notice. If you do not respond, Diallog may proceed and will have no liability for resulting non-voice analog device issues.

5A.4 Impact on Term & Pricing. Modernization to a Substantially Equivalent Service does not reset or shorten the existing Service Term, nor create a termination right. Pricing may be re-rated or adjusted under Section 4.2 (Price changes; re-rating & adjustments) (including where underlying providers re-rate or retire Legacy Services). If you decline a reasonable modernization option, Diallog may (a) re-rate the legacy Service; (b) suspend or terminate the affected Service on notice (see Section 11 (Suspension, Termination & Post-Termination)); and/or (c) apply applicable MMC/ETF per the BSS (see Section E (Minimum Monthly Commitments (MMC)) and Section G (Early Termination (Business Services))).

5A.5 9-1-1 & User Notices. You acknowledge the VoIP 9-1-1 differences and obligations in Diallog’s VoIP 9-1-1 Emergency Calling Policy (incorporated by reference). You will (a) maintain accurate service and 9-1-1 location information; (b) place warning labels on or near IP phones/ATAs; and (c) inform End Users of power/internet dependencies. Your failure to do so does not delay modernization or excuse charges.

5A.6 No Waiver of Rights. Modernization does not waive Diallog’s rights to re-rate under Section 4.2 (Price changes; re-rating & adjustments), to recover CPE balances, or to enforce the AUP and other TOS provisions.

5A.7 Interim Legacy Re-rate/Surcharge; Discretionary Continuation of Legacy Services. To avoid a rushed cutover or where modernization is not immediately feasible, Diallog may, in lieu of or pending modernization, apply an interim re-rate or Legacy Service surcharge under Section 4.2 (Price changes; re-rating & adjustments) to reflect underlying carrier increases and/or increased costs to maintain Legacy Services. Applying an interim re-rate/surcharge does not waive Diallog’s right to modernize later, and the surcharge may be removed or revised upon modernization, subject to CRTC approval if required for rate changes.
Customer request to continue Legacy Services. Upon Customer’s written request, Diallog may, in its sole discretion, permit continued use of the Legacy Service beyond a proposed cutover date, subject to all of the following (as applicable): (a) Pricing: application of the interim Legacy Service surcharge and any re-rated pricing under Section 4.2 (Price changes; re-rating & adjustments) (which may be greater or less than any underlying provider increase). (b) Feasibility: continued availability from underlying providers and overall technical/commercial feasibility as determined by Diallog. (c) Conditions: additional conditions Diallog may require, including security deposit, usage/traffic limits, best-effort restoration, no/limited SLA, interim invoices, and/or implementation of specified Adapters/gateways or configuration changes. (d) Outer limit & withdrawal: continuation may be offered only until the earlier of (i) withdrawal/retirement by an underlying provider, (ii) a risk, cost, or security determination by Diallog, or (iii) an outer date specified in the notice. Diallog may withdraw the continuation option on thirty (30) days’ notice (or shorter where required by providers, law/regulation, or safety/security). (e) No entitlement: granting continuation does not create any right to permanent legacy service, to avoid future modernization or termination, or to any price cap. (f) Obligations continue: all other obligations (including charges, CPE balances, MMC/ETF under the BSS, and cooperation duties) remain in force. If Customer declines both modernization and the priced continuation, Diallog may proceed under Section 5A.4 (Impact on term & pricing) and Section 12 (General Provisions) (including suspension/termination). Customer acknowledges that Legacy Services may have increased risk of outage, delay in repair, security exposure, and vendor end-of-support; Diallog is not liable for such legacy-specific risks except to the extent directly and solely caused by Diallog’s gross negligence.

6) Service Levels, Maintenance & Force Majeure

6.1 Service levels. Diallog may publish service level objectives (SLOs) for guidance. A service level agreement (SLA) applies only if expressly agreed and executed (or included in an order or Managed CPE Plan). Service credits, if any, are the sole and exclusive remedy for covered outages and are issued as invoice credits; they do not apply to amounts other than the recurring charges for the affected Service.

6.2 What credits don’t cover. No SLO/SLA credits apply where an issue is caused or contributed to by: (a) Customer Premises Equipment (CPE) not supplied/managed by Diallog; (b) power failure at Customer site(s); (c) Customer or third-party access/circuits (including Internet) not supplied by Diallog; (d) Customer configuration, change, or misuse; (e) a breach of the AUP; (f) a Force Majeure Event; (g) Upstream Provider windows or events (including maintenance, outages, degradations, embargoes, or withdrawals of service by ILECs/CLECs/facilities carriers/Tier-1 transit/wholesale access providers); or (h) suspension for non-payment or other TOS breach.

6.3 Planned maintenance. We may interrupt Services to perform maintenance, upgrades, migrations, or carrier changes. We’ll give reasonable advance notice (typically 48 hours or more) and schedule during low-usage windows (generally 10:00 p.m.–6:00 a.m. Eastern Time (ET)), unless a different window is required by an upstream provider.

6.4 Emergency maintenance. For security, stability, regulatory, or safety reasons—or where required by an upstream provider—we may perform emergency work on short or no notice. We’ll post/update on the Status/Notices Page and/or notify designated contacts as feasible.

6.5 Force Majeure (including upstream carrier events). Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including Acts of God; fire; flood; earthquake; storm; epidemic; labour disputes; war; terrorism; civil unrest; government orders; laws or regulatory changes/decisions; denial or withdrawal of permits; shortages or failures of utilities or power; failures of data centers or building systems; and events affecting third parties on which the Services depend, including outages, degradations, maintenance windows, embargoes, or withdrawals of service by incumbent local exchange carriers (ILECs), competitive local exchange carriers (CLECs), facilities-based carriers, Tier-1 IP transit providers, interconnection partners, and wholesale access providers (collectively, “Upstream Providers”), as well as cybersecurity events (including ransomware, malware, unauthorized access, zero-day exploits, and DDoS/DoS attacks). Where an Upstream Provider declares or experiences an event that would constitute force majeure under its agreement with Diallog or otherwise prevents or materially impairs delivery, Diallog’s obligations are suspended for the duration of that event on a back-to-back basis. Diallog will use commercially reasonable efforts to mitigate and restore service and to communicate material updates per Section 6.7 (Status communications). Force Majeure includes, without limitation, pandemics, supply chain issues, or regulatory changes. Diallog is excused from performance/delays; you remain liable for fees. Diallog may waive related charges as goodwill.

6.6 Security events & DDoS. To protect the network and customers, Diallog may implement rate-limits, traffic filtering, geo/IP blocks, re-routing, blackholing, or temporary feature restrictions during an attack or credible threat. If an attack targets Customer or is amplified by Customer systems, we may require Customer to implement additional security controls or accept temporary restrictions as a condition of continued service. Due to the nature of Internet Services technology, Diallog may determine that Internet Services cannot be reliably provided at your location (including after installation) and may cancel or modify the order accordingly.

6.7 Status communications. We will post material service notices and updates on the Status/Notices Page (https://diallog.com/status) and, where appropriate, provide email and/or invoice inserts. Where an ETA is supplied by an upstream provider, we will share it; otherwise we will update when material information changes.

6.8 No guarantee of uninterrupted service. We do not guarantee uninterrupted operation of the Services or of any equipment, facilities, or connections. Except as expressly provided in an SLA, outages, impairments, or delays do not entitle Customer to damages; the exclusive remedy is any applicable service credit. Due to the nature of VoIP Services (inclusive of SIP Trunk Services and Hosted PBX Services), which inherently require Internet usage, the quality of VoIP is dependent upon the Internet connection which you utilize. Diallog cannot guarantee the quality of VoIP Services if Diallog is not the provider of the Internet connection over which the VoIP Services are provided.

6.9 9-1-1 limitations (summary). Access to VoIP 9-1-1 depends on working power, CPE, and Internet/access (unless supplied separately by Diallog). During power or access outages, VoIP 9-1-1 may be unavailable. Full details are in Diallog’s VoIP 9-1-1 Emergency Calling Policy (incorporated by reference). Customer will (a) maintain accurate service and 9-1-1 location information; (b) place warning labels on or near IP phones/ATAs; and (c) inform End Users of power/Internet dependencies.
Recommended emergency calling redundancy (not a condition of service). For critical locations or users (e.g., reception, security, life-safety posts), Customer should maintain at least one independent voice path that does not rely on local power or Internet, such as: (i) a traditional copper POTS line where available, or (ii) a POTS-replacement over LTE (with battery backup), or (iii) mobile service with adequate coverage and on-site charging. Diallog can supply a POTS-replacement option where requested. Customer remains responsible for selecting, funding, and maintaining any redundancy.
Code-mandated lines. For elevators, fire panels, alarms, or other code-mandated endpoints, Customer is responsible for ensuring the emergency calling solution is compliant with applicable codes and the authority having jurisdiction (AHJ). Legacy copper may be required by the AHJ in some cases; availability is not guaranteed and may be affected by carrier retirements (see Section 5 (Provisioning, Service Changes, and Modernization)).

6.10 Restoration priority. Diallog will use commercially reasonable efforts to restore service promptly, coordinating with upstream providers and facilities partners as required. Restoration timelines may be dictated by those third parties.6.11 No waiver. Nothing in this Section limits Diallog’s rights under other sections (including Section 4.2 (Price changes; re-rating & adjustments), Section 5 (Provisioning, Service Changes, and Modernization), or Section 12 (General Provisions)).

7) Acceptable Use, Security & Privacy

7.0 Incorporated policies. The AUP and Privacy Policy incorporated under Section 1.3 (Incorporation) of Section 1 (Scope, Incorporation & Precedence) apply to all use of the Services.

7.1 Acceptable Use Policy (AUP). The AUP posted at https://diallog.com (as updated from time to time) is incorporated by reference and applies to all Services and users under your account. You are responsible for compliance by your employees, agents, contractors, end users, and anyone who gains access to the Services via your systems or credentials.

7.2 AUP enforcement. Diallog may, with or without notice where circumstances warrant, suspend, filter, rate-limit, or terminate access to address violations or threats, and may remove content that, in our reasonable judgment, violates the AUP or law. We may report illegal activity to authorities and cooperate with lawful investigations.

7.3 Your security obligations. You will: (a) maintain secure systems, passwords, devices, and configurations; (b) keep software and firmware reasonably up to date; (c) implement anti-malware and basic network hygiene; (d) prevent and promptly remediate open relays, exposed management interfaces, and misconfigurations; and (e) promptly notify Diallog of any security incident that could affect the Services or other customers. Misuse, infection, DDoS amplification, or abuse originating from your environment may result in temporary restrictions until mitigated.

7.4 Diallog security posture & disclaimer. Diallog implements commercially reasonable administrative, technical, and physical safeguards for its systems. However, no system is immune to cybersecurity threats (including ransomware, malware, unauthorized access, zero-day exploits, and DDoS/DoS). To the maximum extent permitted by law, Diallog is not liable for direct or indirect damages arising from or related to cybersecurity events except to the extent directly and solely caused by Diallog’s gross negligence or willful misconduct, and then subject to the limitations in Section 8 (Warranties, Liability & Indemnities).

7.5 Incident notification. If Diallog becomes aware of a confirmed security incident affecting Customer data in Diallog’s care, we will notify you in accordance with applicable law and our Privacy Policy, provide reasonable information then available, and cooperate on appropriate mitigation steps. Notification obligations for incidents within your systems or your third-party providers remain your responsibility.

7.6 Privacy Policy. Diallog’s Privacy Policy posted at https://diallog.com (as updated from time to time) is incorporated by reference. You consent to Diallog’s collection, use, and disclosure of information as described there and as required to provide the Services, manage accounts, and comply with law. You remain responsible for providing any notices to and obtaining any consents from your end users required by law.

7.7 Customer content & licenses. As between the parties, you own your content and data. You grant Diallog a non-exclusive, worldwide, royalty-free license to host, transmit, process, store, and reproduce your content solely as necessary to provide the Services, support, security, billing, fraud prevention, and compliance. You represent that you have the required rights to grant this license and to use the Services with such content.

7.8 Sensitive data. The Services are not designed for handling data subject to specialized regulatory regimes (e.g., medical records subject to health information statutes, payment card data outside standard payment flows, or other highly sensitive classes) unless expressly agreed in writing. You will not input such data without a written addendum addressing the applicable requirements.

7.9 Call recording & monitoring. Where you enable recording/monitoring, you are solely responsible for complying with all applicable laws, including consent and retention obligations, and for informing affected users. Diallog may offer features (e.g., encryption at rest/in transit) but you remain the data controller for your recordings and settings.

7.10 Lawful access & disclosures. Diallog may preserve and disclose account information or content if we believe in good faith that such action is reasonably necessary to: (a) comply with law, regulation, or a valid legal process; (b) enforce these TOS, including investigation of potential violations; (c) detect, prevent, or address fraud, security, or technical issues; or (d) protect the rights, property, or safety of Diallog, customers, or the public.

7.11 Monitoring & telemetry. Diallog is not obligated to monitor your content. We may collect operational telemetry (e.g., performance metrics, error logs, signaling metadata) to operate, secure, and improve the Services, and to enforce the AUP. Telemetry does not include call audio or content unless necessary for troubleshooting at your request or as required by law.

7.12 Data location. Unless otherwise agreed in writing, Diallog may process and store data in Canada and in other locations where Diallog or its service providers operate, subject to appropriate safeguards and the Privacy Policy. For Business Customers requiring data residency restrictions (e.g., for regulatory compliance), such restrictions must be explicitly agreed in a TSA addendum.

7.13 Retention. Diallog is not your records custodian. Unless an order or policy states otherwise, we may delete transient or temporary data (e.g., logs beyond operational windows) in the ordinary course. You are responsible for exporting/backing up data you wish to retain.

7.14 AUP/Privacy updates. Diallog may update the AUP and Privacy Policy from time to time. Material changes will be signaled by posting and may also be communicated via invoice or email. Your continued use after the effective date constitutes acceptance of the updated policy, subject to applicable law.

7.15 Policy on Automatic Dialing-Announcing Devices (ADADs) and Unsolicited Telemarketing
Diallog enforces the CRTC Unsolicited Telecommunications Rules (the “UTR”) for ADAD/robocalls and unsolicited voice or facsimile telemarketing. You are solely responsible for full compliance. Where ADAD/telemarketing is permitted under the UTR, you must meet all applicable requirements, including:

  • Consent & purpose. Do not use ADADs to make solicitation calls without express consent where required by the UTR. Non-solicitation informational/public-interest calls (e.g., safety notices) are only allowed as permitted by the UTR and remain subject to identification and other obligations.
  • Do-Not-Call compliance. Subscribe to and scrub against applicable National and internal Do-Not-Call Lists, honor consumer opt-out requests, and maintain/do-not-call records for the periods required by the UTR.
  • Permitted calling windows. Place calls/faxes only within the hours allowed by the UTR, using the recipient’s local time.
  • Identification & caller ID. Beginning at the start of each call/message, clearly identify the calling party and the party on whose behalf the contact is made, and provide a working local or toll-free number and a valid email or postal address for follow-up. Transmit a valid calling line identity; spoofing or misrepresentation is prohibited. For longer messages, repeat the identification as required by the UTR. Contact details must remain reachable for the minimum duration required by the UTR.
  • Prohibited destinations & dialing practices. Do not call emergency lines, healthcare facilities, or any other prohibited destinations, and do not use sequential dialing or other banned practices.
  • Technical behaviour. Your equipment must promptly disconnect when the called party hangs up and otherwise conform to any technical/abandonment limits and record-keeping obligations mandated by the UTR.
  • Records. Keep auditable records of consent, scripts, contact dates/times, caller IDs used, DNCL scrubbing, and opt-out handling, and produce them to Diallog on request.

Diallog may, without notice where circumstances warrant, block, rate-limit, suspend, or terminate Services, and/or require proof of compliance, to protect our network and comply with law (see Section 11 (Suspension, Termination & Post-Termination)). Violations may be reported to authorities. You indemnify Diallog for related claims and costs (see Section 8.8 (Customer indemnity)).

7.16 VoIP Fair Usage. You will be able to utilize up to 2,000 minutes per month per channel for SIP Trunk Services and 2,000 minutes per month per 1:1 extension for Hosted PBX Services as fair usage. This fair usage applies to locations in Canada and the United States of America but does not apply to or include off-net locations, including but not limited to Yukon, Northwest Territories or Nunavut. Specific off-net locations can be confirmed upon request to Diallog at customercare@diallog.com or 1-888-443-3876. These fair usage limits apply to Services bundled with Long Distance Services and any telephone call outside the local calling area (as can be found on www.localcallingguide.com) of your main/pilot DID shall be considered “Long Distance”. Minutes are combined inbound + outbound, exclude on-net calls between your extensions, and include forwarded calls and toll-free inbound. Example: a 5-channel trunk \= ~10,000 pooled fair-use minutes/month.

7.17 Fair Use Enforcement. Persistent usage patterns inconsistent with the Service type (e.g., abuse of fair-use limits) may result in re-rating, suspension, or termination, with applicable ETFs including usage-based components per the BSS (see Section G (Early Termination (Business Services))), including AI-driven patterns inconsistent with the Service type.

7.18 Messaging and Electronic Communications Security. Electronic communications, including email, SMS, WhatsApp, Messenger, and other messaging apps, are inherently insecure and may be subject to interception, alteration, or unauthorized access by third parties. Unless you expressly opt out in writing (e.g., by requesting alternative methods like phone or secure portal, if available), you consent to Diallog communicating with you via verified channels on file (e.g., email addresses, phone numbers for SMS/messaging) for account-related matters, including notices, invoices, updates, and support. This includes inbound/outbound interactions through our CRM systems. You are responsible for maintaining secure practices for these channels and promptly notifying Diallog of any suspected compromise. Diallog assumes no liability for any damages, losses, or claims arising from interception or related risks in these communications, except to the extent directly caused by our gross negligence and subject to Section 8 (Warranties, Liability & Indemnities). Opting out may limit certain conveniences or require alternative verification under Section 3.10 (Identity Verification for Support).

8) Warranties, Liability & Indemnities

8.1 No warranties. Except as expressly stated in an applicable SLA or order, the Services and any equipment provided by Diallog are provided on an “as is” and “as available” basis. Diallog disclaims all warranties and conditions, express, implied, statutory, or otherwise (including merchantability, fitness for a particular purpose, and non-infringement), to the maximum extent permitted by law.

8.2 Credits are the exclusive outage remedy. Service credits described in an applicable SLA/SLO (if any) are the sole and exclusive remedy for covered outages, impairments, or failures. No other damages or remedies arise from downtime, except as cannot be excluded by law.

8.3 Limitation of liability (caps). To the maximum extent permitted by law, Diallog’s total aggregate liability for all claims arising out of or relating to a Service (whether in contract, tort—including negligence—strict liability, or otherwise) is limited as follows:
(a) Business Services: the lesser of (i) the service credits available under Section 8.2 (Credits are the exclusive outage remedy), or (ii) the fees paid for the affected Service during the one (1) month immediately preceding the event giving rise to liability.
(b) Consumer Services: the lesser of (i) the service credits available under Section 8.2 (Credits are the exclusive outage remedy), or (ii) the fees paid for the affected Service during the two (2) months immediately preceding the event giving rise to liability. If applicable consumer law requires a higher minimum cap, that law controls.
The foregoing caps apply per Service and in the aggregate for all claims arising from the same event or series of related events.

8.4 Exclusion of indirect and special damages. Diallog is not liable for any indirect, special, incidental, consequential, exemplary, punitive, or economic loss or damage of any kind (including loss of revenue, profits, savings, data, goodwill, business interruption, or failure to realize expected benefits), even if advised of the possibility.

8.5 Specific exclusions. Without limiting Section 8.4 (Exclusion of indirect and special damages), Diallog is not liable for: (a) events in Section 6.5 (Force Majeure (including upstream carrier events)) or Section 6.6 (Security events & DDoS); (b) CPE or facilities not supplied and managed by Diallog; (c) power, building systems, or connectivity not provided by Diallog; (d) Customer configurations, changes, or misuse; (e) non-voice analog devices and special lines as described in Section 5A.2-5A.3 (Analog devices & special lines; Inventory & Timeline for Analog Devices); (f) 9-1-1 limitations summarized in Section 6.9 (9-1-1 limitations (summary)) and detailed in the VoIP 9-1-1 Emergency Calling Policy; (g) content, communications, or conduct of Customer or end users; (h) suspension/termination per Section 11 (Suspension, Termination & Post-Termination); or (i) its failure, for any reason, to activate any Services on the activation date you requested or the activation date provided to you by Diallog.

8.6 Numbers and identifiers. Customer obtains no proprietary right or interest in any telephone number, DID, IP address, code, or identifier assigned to the Services. Diallog may change such identifiers on reasonable notice where required by operational or regulatory needs.

8.7 Interception and privacy limits. Telecommunications may be intercepted by third parties. Diallog does not guarantee that transmissions cannot be received or intercepted by others and is not liable for resulting costs or damages, except to the extent directly and solely caused by Diallog’s gross negligence and then subject to this Section 8 (Warranties, Liability & Indemnities).

8.8 Customer indemnity. Customer will indemnify, defend, and hold harmless Diallog, its affiliates, and their directors, officers, employees, agents, and underlying providers from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs, and expenses (including legal fees on a substantial-indemnity basis) arising out of or relating to: (a) use of the Services by Customer or anyone accessing the Services via Customer (including AUP violations, spam/abuse, ADAD/solicitation rule breaches, or unlawful content/communications); (b) Customer’s breach of these TOS, the AUP, the Privacy Policy, or applicable law (including call-recording/consent, telemarketing, privacy, and data-protection laws); (c) Customer’s CPE, configurations, networks, software, data, or security failures (including infections, open services, DDoS amplification, or credential compromise); (d) claims by third parties relating to Customer’s content, intellectual-property infringement, misappropriation, or publicity/privacy violations; (e) porting requests, numbering choices, or call-routing instructions provided or approved by Customer; (f) any transition to or from another carrier, or Customer’s request to continue Legacy Services per Section 5A.7 (Interim legacy re-rate/surcharge; discretionary continuation of Legacy Services); (g) If Diallog Equipment is presently located at or is to be installed on property or premises occupied by you, but not owned by you, You warrant that you have the consent of the owner and/or sub-landlord, as the case may be, to place the Diallog Equipment on the property or premises. You agree to indemnify and save harmless Diallog from any and all Losses arising or resulting from any lack of such consent; and (h) any claims arising from your use of AI-generated content, third-party integrations, or emerging technologies in connection with the Services.

8.9 Indemnification process. The indemnified party will provide prompt notice of a claim (a delay will not relieve indemnity obligations except to the extent materially prejudicial), reasonably cooperate, and permit the indemnifying party to control the defense and settlement, provided that any settlement (i) fully releases the indemnified party, and (ii) does not impose non-monetary obligations on the indemnified party without consent (not to be unreasonably withheld). The indemnified party may participate with its own counsel at its own expense.

8.10 Duty to mitigate. Each party will take reasonable steps to mitigate losses it incurs that are subject to recovery under these TOS.

8.11 Limitation periods. Any claim by a Business Customer arising out of or relating to the Services must be commenced within twelve (12) months after the cause of action accrues. For Consumer Services, the statutory limitation period applicable in the Customer’s province/territory applies.

8.12 Carve-outs. Nothing in this Section limits liability that cannot be excluded or limited by law. For clarity, the foregoing limitations do not apply to: (a) Customer’s payment obligations; (b) Customer’s indemnity obligations; or (c) Customer’s unauthorized use, fraud, or infringement. Any liability that cannot be excluded is limited to the maximum extent permitted by law.

9) Credit, Deposits & Fraud Controls

9.1 Credit review & ongoing assessment. You authorize Diallog to assess creditworthiness at onboarding and from time to time, including obtaining, exchanging, and disclosing credit information with credit bureaus, credit grantors, and collection agencies, and requesting trade/bank references. Business Customers agree to provide reasonable financial information on request.

9.2 Deposits & other security. Diallog may require a security deposit, prepayment, letter of credit, or credit-card-on-file before providing, continuing, or reinstating Services, and may increase, decrease, or waive such security at any time based on risk. Diallog may apply security to any past-due charges, fees, interest, restocking, or recovery costs on your account. No interest is payable on deposits except to the minimum extent required by applicable law. Following termination and final billing, any remaining deposit will be applied to the account and any balance (net of fees) refunded per Section 4.8 (Credits & refunds).

9.3 Spending limits & blocks. Diallog may impose or adjust credit limits, usage thresholds, destination blocks, or feature restrictions (e.g., premium or high-fraud destinations) and may require additional security to relax such controls. At your request we may remove blocks subject to additional security, deposit, or credit terms.

9.4 Interim invoices & accelerated payment. Where Diallog reasonably perceives an abnormal risk of loss (including unusually high usage/charges, suspected fraud, or missed/returned payments), Diallog may issue interim invoices and/or require accelerated payment before the normal billing date. Amounts so invoiced are due on the date specified in the interim invoice.

9.5 Fraud & unauthorized use. You are responsible for all charges on your account, whether authorized or not, including charges arising from fraud, compromised credentials, PBX/voicemail hacking, toll fraud, DDoS-related traffic, or third-party misuse originating from or passing through your systems. You will implement reasonable security controls (password hygiene, access controls, patching, rate limits, lockouts, geo/IP restrictions where appropriate) and promptly notify Diallog of suspected fraud. Diallog may suspend, rate-limit, or block traffic to protect the network or your account.

9.6 No monitoring obligation. Diallog is not obligated to monitor usage or alert you to excess usage or fraud. Controls and notifications (if any) are courtesy only and may not catch all events. Your failure to monitor does not excuse charges.

9.7 Reactivation & recovery charges. If Services are suspended/terminated for non-payment or breach and later reinstated, reconnection fees, restore/dispatch fees, and reasonable costs of collection (including legal fees on a substantial-indemnity basis) apply as per Section 4.5 (Payment terms; interest; fees; chargebacks) and current rates. Diallog may, at its sole discretion, waive or reduce such fees or costs as a goodwill gesture, such as in connection with reinstatement or renegotiation of Services.

9.8 Numbering & premium destinations. Calls to premium-rate, satellite, high-cost, or high-risk destinations may be blocked by default. If enabled at your request, you accept responsibility for all resulting charges. Rates for such destinations may be materially higher and change without notice per Section 4.3 (Long-distance & other usage-rated charges).

9.9 Use of security instruments. Diallog may charge any credit card or payment method on file for amounts due, including interim invoices and deposits applied to unpaid balances, subject to card network rules and applicable law.

9.10 No waiver. Controls taken under this Section do not limit Diallog’s other rights (including suspension/termination under Section 11 (Suspension, Termination & Post-Termination), re-rating under Section 4.2 (Price changes; re-rating & adjustments), or modernization under Section 5 (Provisioning, Service Changes, and Modernization)).

10) Numbering, Porting & Directory Listings

10.1 No property right in numbers. Customer acquires no property right or interest in any telephone number, DID, toll-free number, IP address, code, or identifier assigned in connection with the Services. Diallog may change such identifiers on reasonable notice where required by operational or regulatory needs.

10.2 Assignment, use & reclamation. Numbers are assigned for active use with the Services. Number parking, warehousing, or hoarding is not permitted. If a number is not placed into active use or remains unused for an extended period, Diallog may reclaim, reassign, or age the number on reasonable notice.

10.3 Caller ID, CNAM & analytics. Caller ID presentation, CNAM/LIDB, and third-party call analytics/labeling are provided on a best-effort basis and may vary by carrier, device, or region. Diallog cannot guarantee display, formatting, propagation timing, or that calls will not be labeled/blocked by analytics providers. Customer is responsible for lawful CLI/CNAM usage and will not spoof or misrepresent identity. Diallog may require registration or branding steps to mitigate labeling and may implement robocall/abuse mitigation consistent with law and Section 7 (Acceptable Use, Security & Privacy).

10.4 Local number portability (port-in). Port-in requires Customer to provide accurate Letter of Authorization (LOA), recent invoice copy, and any other information reasonably requested (e.g., BTN, account/PIN, service address). Port-in dates and Firm Order Commitment (FOC) times are controlled by carriers; requested dates are not guaranteed. Rejections (e.g., CSR mismatch, frozen/complex services, unpaid orders) must be corrected before resubmission. Complex or project ports may carry additional fees and longer lead times.

10.5 Cutover, acceptance & billing for port-ins. A ported number is deemed accepted upon the earliest of: (i) completion of standard test calls, (ii) first production use, or (iii) five (5) business days after the FOC time if Customer does not report a material issue. Monthly charges for the ported number and associated Service commence upon acceptance. Customer is responsible for cancelling services with the losing provider after a successful port; Diallog is not responsible for charges that continue at the losing provider.

10.6 Port-out. Diallog will not unreasonably refuse or delay a valid port-out request properly authorized by Customer. If your services are switched away by another provider without you informing Diallog of your decision to cancel prior to your cancellation, your services may be switched back to Diallog by Diallog. This is done for the protection and convenience of you and Diallog and as part of Diallog’s efforts to combat known problems in Canada’s telecom industry, such as “slamming”. If you have not informed Diallog of your intention to cancel your services prior to their cancellation, you will be responsible for all charges incurred by Diallog and charged to you after you have been switched back to Diallog. Customer remains responsible for all amounts due to Diallog (including recurring charges through the port date, usage, early termination or minimum-monthly commitments, CPE balances, and other charges). Port-out does not itself terminate any other Services; Customer must follow Diallog’s termination process for those Services (see Section 11 (Suspension, Termination & Post-Termination)).

10.7 Toll-free (RespOrg). Where Diallog acts as Responsible Organization (RespOrg), assignment, activation, and routing of toll-free numbers are subject to industry rules and database availability. RespOrg changes (into or out of Diallog) require a completed LOA and may incur fees and processing timelines outside Diallog’s control. If the toll-free Service is terminated or the account is in persistent default, Diallog may, subject to applicable rules, return the number to spare or release RespOrg responsibility on notice.

10.8 Directory listings. Where available, Customer may request listing or unlisting of numbers in public directories and/or directory assistance (411). Listings are provided on a best-effort basis and may be subject to carrier timelines and third-party publisher cycles. In the case of errors or omissions in directory listings, Diallog’s liability is limited to a refund or credit of the recurring listing charges for the period of the error/omission. Unlisted/non-published service may incur a fee. Removal requests will be processed within a reasonable time.

10.9 CNAM/LIDB & 411. Outbound CNAM storage (name display) and 411 directory assistance listings are optional services and may incur per-dip or recurring charges. Availability and propagation vary by carrier and region. Diallog does not guarantee that third-party caches will update on a specific timeline.

10.10 9-1-1 address association. Customer must maintain accurate service and emergency location information for each number or endpoint as required by Diallog’s VoIP 9-1-1 Emergency Calling Policy. Address provisioning or changes may incur a fee. Failure to maintain accurate information may result in emergency call misrouting; see Section 6.9 (9-1-1 limitations (summary)) and the VoIP 9-1-1 Emergency Calling Policy.

10.11 Reassignment & aging. After disconnection of Service or removal of a number, Diallog may place the number into an aging period and then reassign it in accordance with industry practices. Diallog is not responsible for calls or messages directed to numbers after they have been aged or reassigned.

10.12 Project ports & special cases. Large blocks, partial ports across multiple locations, rate-center moves, advanced features tied to legacy platforms, and ports involving special service types (e.g., PRIs with complex hunting) may require additional intervals, coordination, and charges. Certain numbers (e.g., non-portable exchanges or special allocations) may not be portable.

10.13 Mitigation & blocking. To protect the network and comply with law and industry best practices, Diallog may implement call authentication (e.g., STIR/SHAKEN where applicable), reputation/analytics integrations, and reasonable blocking or rate-limits. Customer must comply with applicable telemarketing, ADAD, DNCL, consent, and privacy rules and with the AUP (see Section 7 (Acceptable Use, Security & Privacy)).

10.14 Documentation & authority. Customer represents and warrants that it has authority to port, provision, and use each number and will provide documentation on request. Customer authorizes Diallog to act as its agent with carriers and third parties to effect porting, provisioning, and related tasks.

10.15 Charges & cancellations. Standard porting is included where stated; otherwise, port-in/out may incur fees. Rejections, resubmissions, changes/cancellations after FOC, snap-backs, or missed/cancelled port windows may incur additional carrier and handling fees.

10.16 Service prerequisites. Number assignment, port-in, or activation is contingent on the associated Service being provisioned, tested, and in good standing. Diallog is not obligated to activate or retain numbers where the underlying Service is suspended or terminated under these TOS (see Section 11 (Suspension, Termination & Post-Termination)).

11) Suspension, Termination & Post-Termination

11.1 Suspension or termination for cause. Diallog may suspend or terminate any Service, in whole or in part, with or without notice where circumstances warrant, including for: (a) non-payment, late payment, chargebacks, or returned/failed payments; (b) failure to provide, maintain, or increase a required deposit or other security; (c) unsatisfactory or deteriorating credit; (d) material breach of these Terms, the AUP, the Privacy Policy, an order, or law (including unlawful, abusive, harassing, or threatening use); (e) security risks or operational threats (including fraud, compromise, infected systems, or DDoS amplification) originating from or amplified by Customer; (f) interference with or alteration of Diallog facilities/equipment or refusal to provide reasonable access; (g) failure to cooperate with modernization, cutovers, or required configuration changes under Section 5 (Provisioning, Service Changes, and Modernization); (h) unusual costs or expenses that Customer refuses to pay (e.g., special construction, building access fees); (i) non-payment on related or guaranteed accounts; (j) misrepresentation of identity, authority, or service details; (k) bankruptcy, insolvency, receivership, or similar events; or (l) as required by an upstream provider, law, regulation, court/agency order, or to protect the network or others.

11.2 Notice. Where practicable, Diallog will provide reasonable notice stating: (a) the reason for suspension/termination; (b) the amount in arrears (if any); (c) the scheduled suspension/termination date; and (d) any reconnection charge. Notice may be by email, phone message, invoice insert, and/or posting on the Status/Notices Page. Diallog may proceed without prior notice where immediate action is required (e.g., fraud, security, safety, regulatory/legal demand, or to prevent network harm).

11.3 Effect of suspension/termination. Suspension or termination may affect all features (including 9-1-1 for the affected telephone numbers). Charges continue to accrue during suspension until reinstatement or termination. Reconnection/restore fees and reasonable dispatch/time-and-materials may apply. Numbers, IPs, and other identifiers are not guaranteed to be available on resumption. Diallog may, at its sole discretion, waive or reduce reinstatement fees or restore identifiers as a goodwill gesture, such as in connection with resumption or renegotiation of Services.

11.4 Termination by Customer.
(a) Month-to-month. Unless stated otherwise in an order or applicable law, Customer may terminate a month-to-month Service on at least thirty (30) days’ advance notice. Charges continue through the end of the notice period.
(b) Fixed-term Business Services. If Customer terminates a fixed-term Business Service early (or Diallog terminates for Customer breach), Customer will pay, as liquidated damages and not a penalty: 100% of the remaining monthly recurring charges for the terminated Service for the remainder of the Service Term, plus any unpaid usage, CPE balances or rentals, waived/discounted install fees, promotional credits claw-back, port-out/de-install charges, and any minimum monthly commitments (MMCs)/early termination fees (ETFs) specified in the order or BSS. Where you cancel a Service prior to the installation of that Service then, notwithstanding anything contained in the TSA, in such circumstances (and particularly for the calculation of any applicable termination fees or charges) the Service Term for the cancelled Service will be deemed to commence on the date you cancel such Service.
(c) Consumer Services. Consumer early-termination rights, fees, and notice requirements are subject to applicable consumer-protection law in the Customer’s province/territory.
(d) How to terminate. Customer must follow Diallog’s termination process for each Service (including identity verification). Porting a number away does not by itself terminate non-ported Services.

11.5 Termination, withdrawal, or change by Diallog. Diallog may discontinue, replace, or re-rate a Service to address upstream withdrawals, regulatory changes, security, or operational needs (see Section 5 (Provisioning, Service Changes, and Modernization) and Section 4.2 (Price changes; re-rating & adjustments)). Where Diallog terminates a Service for convenience (i.e., not for Customer breach), Diallog will provide reasonable advance notice and issue a pro-rata credit/refund of prepaid recurring charges for the discontinued portion. No other amounts are owed.

11.6 Post-termination obligations. Upon termination of a Service:
(a) Final charges. Customer will pay all amounts then due (including amounts described in Section 11.4 (Termination by Customer)), any final usage through the termination effective date, any true-ups under Section 4.7 (True-ups; previously unbilled charges), and any surviving amounts under the applicable Schedule(s) or order (e.g., MMC shortfalls and Early Termination Fees under the BSS, CPE balances or rentals, waived/discounted NRC claw-backs, port-out/de-install charges). For clarity, no stand-alone “termination fee” applies unless expressly stated in the Customer’s order or the applicable Schedule and permitted by law.
(b) Return of equipment. Within fifteen (15) days, Customer will return all Diallog-owned or financed equipment in good condition (ordinary wear and tear excepted) using Diallog’s return instructions; failing which, Customer will pay the then-current replacement value plus reasonable recovery/shipping/handling.
(c) Cease use; identifiers. Customer will cease using numbers, IPs, credentials, and any software licensed through the Service. Numbers and other identifiers may be aged or reassigned per Section 10.11 (Reassignment & aging) and are not guaranteed on any later resumption. Porting a number away does not, by itself, terminate other Services; see Section 11.4(d) (Data handling).
(d) Data handling. Diallog may delete data associated with the terminated Service in the ordinary course per Section 7.13 (Retention).
Deposits may be applied to final charges per Section 9.2 (Deposits & other security). Any remaining credit balance or refund is handled under Section 4.8 (Credits & refunds). Disputed amounts are governed by Sections 4.6 (Disputes) and 11.7 (Disputes do not excuse payment of undisputed amounts).

11.7 Disputes do not excuse payment of undisputed amounts. Customer must timely pay the undisputed portion of any invoice while a bona fide dispute is investigated under Section 4.4 (Invoicing & delivery) / Section 4.6 (Disputes). Withholding undisputed amounts may result in suspension.

11.8 Transition assistance. At Customer’s request, Diallog may provide reasonable transition services (e.g., documentation, forwarding recordings, professional services) at time-and-materials rates and subject to security and privacy considerations.

11.9 No waiver; cumulative remedies. Diallog’s exercise of any right or remedy (including suspension) does not waive any other right or remedy. All remedies are cumulative in addition to those available at law or in equity.

11.10 Survival. Sections that by their nature should survive (including payment obligations, Section 4.5–4.8 (Payment/Interest/Refunds), Section 5 (Provisioning, Service Changes, and Modernization), Section 6 (Service Levels, Maintenance & Force Majeure), Section 7 (Acceptable Use, Security & Privacy), Section 8 (Warranties, Liability & Indemnities), Section 9 (Credit, Deposits & Fraud Controls), Section 10 (Numbering, Porting & Directory Listings), Section 11.6–11.10, and any order-specific MMC/ETF/CPE obligations) survive termination.

12) General Provisions

12.1 Notices; electronic communications. Formal notices must be sent by: (a) email to the contacts you designate for legal/billing/technical (you must keep these current); (b) prepaid courier or registered mail to the last addresses on file; or (c) any in-product notice mechanism we make available. Service/status notices may also be provided via the Status/Notices Page and/or invoice inserts. A notice is deemed received: (i) when delivered, if by hand/courier; (ii) on the date sent, if by email without bounce; or (iii) on the fourth (4th) day following the date notice was sent if by prepaid registered mail. You consent to receive contracts, updates, and disclosures electronically. The invoice “Due Date” is clearly indicated on the front page of each invoice.

12.2 Assignment; subcontracting. You may not assign, transfer, or novate any rights or obligations under these Terms or any Service (including by change of control) without Diallog’s prior written consent. Any prohibited assignment is void. Diallog may assign or transfer its rights/obligations (including to an affiliate, successor, financing party, or acquirer) and may use affiliates, underlying carriers, and subcontractors in providing the Services, without notice. Use of subcontractors does not relieve Diallog of its performance obligations.

12.3 Compliance with laws; anti-abuse; export/sanctions. You will comply with applicable laws and rules relating to the Services and your use, including CRTC rules, 9-1-1 obligations, privacy/data-protection, telemarketing/DNCL/ADAD/CASL, and consumer-protection (for Consumer Services). You will not use the Services in violation of export controls or economic sanctions and will not cause Diallog to do so. You will not offer or accept bribes, kickbacks, or other improper payments.

12.4 Publicity; marks. For business customers, in accepting these TOS, you hereby grant your consent for Diallog to advertise your name and the fact that you are a Diallog customer on the Diallog website (https://diallog.com) or other promotional material, and, if applicable, to display your logo, trade-marks or trade name(s) on the Diallog website or other promotional material for marketing purposes. You may have your name or other identifying material removed from our third-party marketing lists, the Diallog website or other promotional material at any time by notifying Diallog of such request in writing, whereupon Diallog will remove your name or identifying material within a reasonable period of time. You must not use Diallog names, logos, or marks without Diallog’s prior written consent.

12.5 Purchase orders; customer terms. Any terms on your purchase orders, vendor portals, emails, or other documents are rejected and do not apply, even if acknowledged by Diallog. Orders are governed only by these Terms, any TSA (if applicable), and the applicable order forms/Schedules.

12.6 Entire agreement; updates; precedence. These Terms, together with any TSA (if applicable), Schedules, SLAs, and incorporated policies (AUP, Privacy Policy, Service-specific policies), are the entire agreement and supersede prior proposals and discussions regarding the Services. Changes must be in writing and signed by both parties, except that Diallog may update these Terms per Section 1.4 (Rolling updates & notice) and may update the AUP/Privacy Policy as stated in Section 1.3 (Incorporation). Order of precedence is set out in Section 1.5 (Precedence). These Terms apply to all delivery methods, including future technologies (e.g., AI-assisted features), with Diallog retaining discretion to update Policies accordingly.

12.7 Interpretation; headings; cross-references. For clarity and consistency, Section 1.7 (Interpretation; headings; cross-references; applicability to Schedules/Policies) applies throughout these Terms and to all incorporated Schedules and Policies. This Section incorporates Section 1.7 (Interpretation; headings; cross references; applicability to Schedules/Policies) by reference.

12.8 Severability. If any provision is held invalid, illegal, or unenforceable, the remainder remains in full force, and the provision will be enforced to the maximum extent permitted.

12.9 Waiver. A waiver must be in writing and signed. A failure or delay to enforce any provision is not a waiver of that or any other provision.

12.10 Governing law; venue. These Terms are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Ontario sitting in Toronto. For Consumer Services, mandatory consumer-protection laws of the Customer’s province/territory apply to the extent they cannot be varied by agreement.

12.11 Currency; business days. All monetary amounts are in Canadian dollars (CAD) unless stated otherwise. References to “business days” mean Monday–Friday excluding statutory holidays in Ontario.

12.12 Counterparts; electronic acceptance. These Terms, orders, and any TSA may be executed and delivered electronically (including click-acceptance, email, PDF, or e-signature platform) and in counterparts, each of which is deemed an original and together form one instrument.

12.13 Independent contractor; no third-party beneficiaries. Diallog provides the Services as an independent contractor. These Terms create no partnership, joint venture, employment, franchise, or agency relationship. There are no third-party beneficiaries, except that Diallog’s affiliates and underlying providers may benefit from the indemnities you provide.

12.14 Set-off. You will pay amounts due without set-off, deduction, or withholding, except to the extent a deduction or withholding is required by law (in which case you will gross-up the payment so that Diallog receives the full amount invoiced).

12.15 Contact information. Diallog’s current postal address and contact details are posted at https://diallog.com/contact-us (or successor URL). Privacy inquiries may be directed to privacy@diallog.com. You must keep your billing, technical, and legal notice contacts up to date. In the event there is a change in the authorized person, you must inform us of this immediately, utilizing the Change of Information form which Diallog utilizes for this purpose and which Diallog will provide to you.

12.16 Survival. Sections that by their nature should survive (including payment obligations; Section 4 (Charges, Billing, Payment & Changes); Section 5 (Provisioning, Service Changes, and Modernization); Section 6 (Service Levels, Maintenance & Force Majeure); Section 7 (Acceptable Use, Security & Privacy); Section 8 (Warranties, Liability & Indemnities); Section 9 (Credit, Deposits & Fraud Controls); Section 10 (Numbering, Porting & Directory Listings); Section 11.6–11.10; and this Section 12 (General Provisions)) survive termination.

12.17 Handling of Lost or Unlocatable Agreements
12.17.1 Acknowledgment of Potential Loss. The parties acknowledge that executed Telecommunications Services Agreements (TSAs), Service Orders, Addenda, or related documents may become lost, damaged, or unlocatable due to unforeseen events such as technical failures, cybersecurity incidents, or administrative errors. In such cases, the absence of a physical or digital copy does not invalidate the agreement or release either party from its obligations, provided evidence of mutual intent exists.
12.17.2 Continued Effect and Implied Acceptance. Where Services continue without a located TSA (including post-expiry per TOS Section 1.2 (TSA)), such continuation, along with payment of invoices and use of the Services, constitutes implied acceptance of the TOS and any reconstructed terms under this Section. You agree not to dispute the validity of the agreement solely due to a lost or unlocatable document.
12.17.3 Burden of Proof. Upon discovery of a lost or unlocatable TSA, you must promptly provide your copy (or any evidence in your possession, such as emails or prior correspondence) upon Diallog’s request. Failure to do so within thirty (30) days may result in Diallog relying solely on its internal records as prima facie evidence per TOS Section 4.10 (Records & contacts). You acknowledge that, as a signatory, you are responsible for retaining your copy and cooperating in good faith.
12.17.4 Reconstruction Process. If neither party can produce a complete copy, Diallog will reconstruct the TSA terms using available evidence, including but not limited to: (a) Emails, quotes, negotiations, or sales correspondence; (b) Billing and payment history (e.g., consistent MRCs indicating MMC per BSS Section E (Minimum Monthly Commitments (MMC))); (c) Usage patterns, activation logs, or portal access records (e.g., deemed acceptance per TOS Section 5.6 (Acceptance & Billing)); (d) Any partial documents, CRM notes, or other contemporaneous records. Diallog will share the proposed reconstruction with you in writing and allow fifteen (15) business days for your input or evidence. This may include true-ups from billing history per TOS Section 4.7 (True-ups; previously unbilled charges). Diallog’s final determination, made in good faith, shall be binding and conclusive, subject to the dispute process in TOS Section 4.6 (Disputes). Diallog may, at its sole discretion, offer goodwill gestures (e.g., minor credits per TOS Section 4.8 (Credits & refunds)) for cooperative reconstruction. Reconstructed terms include any implied extensions via Addendums, based on billing/activation history.
12.17.5 Default Assumptions. Where evidence is insufficient or ambiguous, the following reasonable defaults apply to protect continuity of Services: (a) A three (3)-year Service Term (or the longest standard term consistent with available evidence), commencing on the approximated start date based on the earliest reliable record (e.g., first invoice or activation log); (b) Then-current rates and terms from Diallog’s Price Book (TOS Section 4.3 (Long-distance (domestic, North American, international) & other usage-rated charges) or most recent known billing, including any applicable MMC, ETF, or CPE obligations per the BSS; (c) All other terms governed by these TOS, with precedence per TOS Section 1.5 (Precedence) (Precedence). These defaults do not apply if clear evidence supports different terms. For Business Services, reconstruction includes BSS obligations (e.g., ETFs per BSS Section G (Early Termination (Business Services))); for Consumer Services, provincial protections apply per RSS Section I (Consumer Rights, Cancellations & Complaints (Integrated)). Reconstruction applies to all charges, fees, and obligations under these Terms (including fixed-term ETFs, usage-based fees, MMC shortfalls, true-ups, CPE recoveries, interest, and other amounts), using Diallog’s records as evidence.
12.17.6 No Waiver or Limitation. This Section does not waive Diallog’s rights under other TOS provisions (e.g., true-ups per TOS Section 4.7 (True-ups; previously unbilled charges), suspension per TOS Section 11 (Suspension, Termination & Post-Termination)) and survives any loss or termination per TOS Section 12.16 (Survival). You indemnify Diallog for any claims arising from your failure to retain or provide evidence, per TOS Section 8.8 (Customer indemnity).
12.17.7 Evidence Weighting. In reconstruction, Diallog’s internal records (e.g., CRM notes, call records and call recordings, email, billing history) shall be given presumptive weight as evidence of intent, absent clear and convincing contrary evidence from you.

12.18 Dispute Resolution and Arbitration. At Diallog’s sole election, any dispute arising from these TOS, Services, or related matters may be resolved through binding arbitration under the Ontario Arbitration Act (or equivalent), administered by the ADR Institute of Canada (or similar body). If Diallog elects arbitration, you waive any right to court or jury trial, and arbitration shall be individual (no class actions) with costs split unless you prevail (then Diallog pays). Diallog may instead pursue remedies in court per Section 12.10 (Governing law; venue). Diallog may waive arbitration or elect informal resolution as a goodwill gesture.

12.19. Class Action Waiver. You agree to resolve disputes only on an individual basis and waive any right to class, collective, or representative actions. This waiver survives termination. Diallog may waive enforcement as a goodwill gesture in negotiations. Not applicable to Consumer Services where prohibited by law.

To review an archived copy of prior Diallog Terms of Service, please visit https://diallog.com/prior-tos/