Terms of Service

Effective Date: February 17, 2026

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "you", "your") and Wakey Communications Inc. ("Wakey Communications", "Company", "we", "us", "our"), a federally incorporated company headquartered at 970 Burrard St, Suite 112, Vancouver, BC V6Z 2R4, Canada. By subscribing to, accessing, or using any of our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" and "Customer" shall refer to that organization.

1. Definitions

Throughout this Agreement, the following terms shall have the meanings set forth below:

• "Services" means all telecommunications products, SIP trunking, hosted PBX, unified communications, number porting, contact centre solutions, network monitoring, and any related services provided by Wakey Communications.
• "Trunk" or "SIP Trunk" means a virtual connection between the Customer's communications infrastructure and the public switched telephone network (PSTN) or IP-based network, provided via Session Initiation Protocol (SIP).
• "DID" means Direct Inward Dialing number(s) assigned to the Customer's account.
• "Network" means Wakey Communications' telecommunications infrastructure, including but not limited to servers, switches, gateways, and interconnection points located within Canadian data centres.
• "End User" means any individual or entity that uses the Services through the Customer's account, whether directly or indirectly.
• "Confidential Information" means any non-public information disclosed by either party, including but not limited to business plans, technical data, customer lists, pricing, and proprietary technologies.
• "Service Level Agreement" or "SLA" means the uptime and performance guarantees described in Section 9 of this Agreement.

2. Services and Scope

Wakey Communications provides managed telecommunications services to Canadian businesses, including but not limited to:

1. SIP Trunking: Carrier-grade SIP trunk connections with configurable concurrent channel capacity, failover routing, codec selection, and per-second billing. Trunks are provisioned with STIR/SHAKEN attestation where supported by upstream carriers.
2. Hosted PBX: Cloud-based private branch exchange systems with auto-attendant, call queues, voicemail-to-email transcription, ring groups, time-of-day routing, and mobile softphone applications.
3. Unified Communications: Integrated voice, video conferencing, instant messaging, presence management, and screen sharing capabilities delivered over our managed network.
4. Number Porting: Transfer of existing telephone numbers (local, toll-free, and vanity) from any Canadian carrier to Wakey Communications' network with guaranteed zero-downtime migration.
5. Contact Centre Solutions: Inbound and outbound call distribution, interactive voice response (IVR) design, CRM integration, call recording, real-time analytics, and workforce management tools.
6. Network Monitoring: Continuous quality-of-service monitoring including jitter, latency, packet loss, and MOS (Mean Opinion Score) measurement across the Customer's voice network.

The specific Services, features, and capacity included in the Customer's subscription are defined in the applicable Service Order or proposal executed by both parties. Wakey Communications reserves the right to modify, enhance, or discontinue specific features with thirty (30) days' written notice, provided that such changes do not materially reduce the core functionality of the Customer's subscribed Services.

3. Account Registration and Eligibility

To subscribe to our Services, you must:

• Be at least eighteen (18) years of age or the age of majority in your province of residence;
• Be a registered business entity or sole proprietorship operating within Canada, or an international entity with Canadian operations;
• Provide accurate, current, and complete registration information, including legal business name, business address, authorized contact person, and valid payment information;
• Maintain the accuracy of your account information and promptly update any changes;
• Be responsible for maintaining the confidentiality of your account credentials, including passwords, API keys, and SIP authentication credentials.

You are solely responsible for all activities that occur under your account. You agree to immediately notify Wakey Communications of any unauthorized use of your account or any other breach of security. Wakey Communications will not be liable for any loss or damage arising from your failure to comply with this Section.

4. Acceptable Use Policy

This Section sets forth the acceptable use requirements for all Services provided by Wakey Communications. Violation of this policy may result in immediate suspension or termination of your account without notice or refund.

4.1 Prohibited Uses

You shall not, and shall not permit any End User or third party to, use the Services, including any SIP trunks, DIDs, or network resources, for any of the following purposes:

• Illegal or illicit activities: Any use that violates federal, provincial, municipal, or international laws and regulations, including but not limited to the Criminal Code of Canada, the Telecommunications Act, the Canadian Anti-Spam Legislation (CASL), the Competition Act, and applicable provincial consumer protection statutes.
• Fraud and misrepresentation: Any fraudulent, deceptive, or misleading communications, including but not limited to telephone fraud schemes, phishing, vishing (voice phishing), social engineering attacks, impersonation of government agencies, financial institutions, or law enforcement, and any scheme designed to deceive or defraud recipients of calls placed through our network.
• Caller ID manipulation: Transmitting false, misleading, or spoofed caller identification information in violation of the CRTC's Unsolicited Telecommunications Rules, the Telecommunications Act, or any applicable regulations. All caller ID information transmitted through our trunks must accurately reflect the identity of the calling party or a legitimately assigned number under the Customer's control.
• Unsolicited communications: Robocalling, auto-dialing, or transmitting unsolicited commercial voice messages, fax broadcasts, or SMS messages that do not comply with CASL, the National Do Not Call List (DNCL) regulations, and CRTC telemarketing rules.
• Traffic pumping and arbitrage: Artificially inflating call volumes to generate revenue from intercarrier compensation schemes, access stimulation, or any form of toll fraud or traffic pumping.
• Denial of service: Generating excessive call volumes, SIP floods, or any traffic patterns designed to degrade, disrupt, or deny service to Wakey Communications' network, any interconnected carrier's network, or any third party's telecommunications infrastructure.
• Harassment and threats: Making threatening, harassing, abusive, or obscene calls, or using the Services to stalk, intimidate, or otherwise violate the rights of any person.
• Network abuse: Probing, scanning, or testing the vulnerability of our network or systems, or breaching or circumventing any security or authentication measures without express written authorization.
• Resale without authorization: Reselling, sublicensing, or otherwise providing access to the Services to third parties without the prior written consent of Wakey Communications and execution of a Reseller Agreement.
• Illegal interception: Intercepting, recording, or monitoring communications in violation of the Criminal Code of Canada (Part VI) or applicable provincial privacy legislation without the consent of all parties as required by law.
• Money laundering and proceeds of crime: Using the Services in connection with money laundering, terrorist financing, or any activity that would constitute an offence under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act.
• Child exploitation: Any use of the Services in connection with the sexual exploitation of minors, distribution of child sexual abuse material, or any related criminal activity.

4.2 Trunk Usage Requirements

Customers utilizing SIP trunks provided by Wakey Communications must adhere to the following requirements:

• All outbound calls must originate from the Customer's authenticated endpoints using valid SIP credentials issued by Wakey Communications.
• The Customer must not exceed the concurrent channel capacity specified in their Service Order without prior arrangement and applicable fees.
• Trunk usage must reflect legitimate business communications. Patterns indicative of fraudulent activity, including but not limited to high-volume short-duration calls, sequential dialing, or calls to known fraud destinations, will trigger automated review and potential suspension.
• The Customer is responsible for securing their SIP endpoints, PBX systems, and network infrastructure against unauthorized access. Wakey Communications is not liable for toll fraud resulting from the Customer's failure to implement adequate security measures.
• The Customer shall cooperate with Wakey Communications in any investigation related to suspected fraud, abuse, or illegal activity on their trunks, including providing access to call detail records and system logs upon request.

4.3 Enforcement

Wakey Communications reserves the right, in its sole discretion, to:

• Monitor traffic patterns for compliance with this Acceptable Use Policy;
• Immediately suspend or restrict Services without prior notice if we reasonably believe a violation has occurred or is imminent;
• Permanently terminate the Customer's account for repeated or egregious violations;
• Report suspected illegal activity to the appropriate law enforcement authorities, the CRTC, or other regulatory bodies;
• Cooperate fully with law enforcement investigations, including the production of call detail records, account information, and traffic data pursuant to valid legal process.

The Customer shall indemnify and hold harmless Wakey Communications from any claims, damages, fines, or penalties arising from the Customer's violation of this Acceptable Use Policy.

5. Pricing, Billing, and Payment

5.1 Fees

Fees for the Services are as set forth in the Customer's Service Order or the applicable pricing schedule provided at the time of subscription. Fees may include, but are not limited to:

• Monthly recurring charges for trunk capacity, hosted PBX seats, DID rentals, and managed services;
• Usage-based charges for metered calls, including per-minute or per-second rates for local, long-distance, and international calling;
• One-time setup fees for account provisioning, number porting, and custom configuration;
• Regulatory recovery fees and applicable taxes (GST, HST, PST, or QST as determined by the Customer's jurisdiction).

5.2 Billing Cycle

Recurring charges are billed monthly in advance on the first business day of each billing cycle. Usage-based charges are billed in arrears based on the preceding month's usage. Invoices are delivered electronically to the email address associated with the Customer's account.

5.3 Payment Terms

Payment is due within fifteen (15) days of the invoice date. Wakey Communications accepts payment by credit card, pre-authorized debit, electronic funds transfer (EFT), and wire transfer. Late payments are subject to interest at the rate of 1.5% per month (18% per annum) on the outstanding balance, compounded monthly, from the due date until paid in full.

5.4 Disputes

If the Customer disputes any charge, they must notify Wakey Communications in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. The Customer must pay all undisputed amounts by the due date. Wakey Communications will investigate the dispute and respond within fifteen (15) business days.

5.5 Suspension for Non-Payment

If payment is not received within thirty (30) days of the due date, Wakey Communications may suspend all Services after providing five (5) business days' written notice. Suspended accounts that are not brought current within fourteen (14) days of suspension may be permanently terminated, and all associated DIDs, configurations, and data may be released or deleted.

6. Term and Termination

6.1 Term

The initial term of this Agreement begins on the date the Customer's account is activated and continues for the period specified in the Service Order (the "Initial Term"). If no term is specified, the Agreement is month-to-month. Following the Initial Term, the Agreement automatically renews for successive periods equal to the Initial Term (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

6.2 Termination for Convenience

For month-to-month agreements, either party may terminate this Agreement at any time by providing thirty (30) days' written notice. For term agreements, early termination by the Customer is subject to an early termination fee equal to the remaining monthly charges for the balance of the then-current term, unless otherwise specified in the Service Order.

6.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice;
• Becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets;
• Violates the Acceptable Use Policy in a manner that Wakey Communications determines, in its sole discretion, to be egregious or to pose a risk to the integrity of our network or our relationships with upstream carriers.

6.4 Effect of Termination

Upon termination, the Customer's access to all Services will be discontinued. The Customer is responsible for all charges incurred through the effective date of termination. Wakey Communications will retain call detail records and account data for ninety (90) days following termination, after which they may be permanently deleted. The Customer is responsible for porting out any DIDs they wish to retain before the effective date of termination; DIDs not ported out will be released back to the numbering pool.

7. Number Porting

Wakey Communications facilitates the porting of telephone numbers to and from our network in accordance with CRTC Local Number Portability (LNP) regulations.

• Port-in requests require submission of a Letter of Authorization (LOA) signed by the authorized account holder at the losing carrier, along with the most recent invoice from the losing carrier as proof of ownership.
• Standard port-in timelines are five to ten (5-10) business days for local numbers and ten to twenty (10-20) business days for toll-free numbers, subject to the cooperation of the losing carrier.
• Wakey Communications guarantees zero-downtime porting through our managed migration process. In the event of any porting-related service interruption caused solely by Wakey Communications, affected Customers will receive a service credit as described in the SLA.
• Port-out requests must be submitted in writing and will be processed in accordance with CRTC regulations. Wakey Communications will not unreasonably delay or obstruct port-out requests.

8. Data Privacy and Security

Wakey Communications is committed to protecting the privacy and security of Customer data. Our data handling practices are governed by the Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy legislation, and our Privacy Policy, which is incorporated into this Agreement by reference.

• All voice traffic is encrypted using TLS (Transport Layer Security) for signaling and SRTP (Secure Real-time Transport Protocol) for media.
• All Customer data, including call detail records, account information, and call recordings (where applicable), is stored exclusively within Canadian data centres.
• Wakey Communications maintains SOC 2 Type II compliance and undergoes annual third-party security audits.
• In the event of a data breach affecting Customer personal information, Wakey Communications will notify affected Customers and the Office of the Privacy Commissioner of Canada within seventy-two (72) hours, as required by PIPEDA.

9. Service Level Agreement

9.1 Uptime Guarantee

Wakey Communications guarantees 99.99% network uptime for core SIP trunking and hosted PBX services, measured monthly. "Uptime" is defined as the availability of our core network infrastructure to process calls. Scheduled maintenance windows, which will be announced at least seventy-two (72) hours in advance, are excluded from uptime calculations.

9.2 Service Credits

If Wakey Communications fails to meet the 99.99% uptime guarantee in any calendar month, the Customer is entitled to a service credit as follows:

• 99.9% to 99.99% uptime: 5% credit on that month's recurring charges;
• 99.0% to 99.9% uptime: 15% credit;
• 95.0% to 99.0% uptime: 30% credit;
• Below 95.0% uptime: 50% credit.

Service credits must be requested within thirty (30) days of the affected month and are applied to the Customer's next invoice. Credits do not exceed 50% of the affected month's recurring charges and are the Customer's sole and exclusive remedy for downtime.

10. Intellectual Property

All intellectual property rights in the Services, including but not limited to software, interfaces, documentation, APIs, trademarks, logos, and proprietary technologies, are and shall remain the exclusive property of Wakey Communications or its licensors. Nothing in this Agreement grants the Customer any right, title, or interest in Wakey Communications' intellectual property, except the limited right to use the Services during the term of this Agreement.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• WAKEY COMMUNICATIONS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• IN NO EVENT SHALL WAKEY COMMUNICATIONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WAKEY COMMUNICATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• WAKEY COMMUNICATIONS SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE RESULTING FROM CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, NATURAL DISASTERS, PANDEMICS, GOVERNMENT ACTIONS, POWER OUTAGES, INTERNET SERVICE PROVIDER FAILURES, CARRIER OUTAGES, OR DENIAL OF SERVICE ATTACKS.

12. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Wakey Communications, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Customer's use of the Services;
• Any violation of this Agreement, including the Acceptable Use Policy;
• Any violation of applicable laws or regulations;
• Any claim by a third party arising from the Customer's or its End Users' use of the Services;
• Any content transmitted through the Services by the Customer or its End Users.

13. CRTC Compliance

Wakey Communications operates as a registered telecommunications service provider under the jurisdiction of the Canadian Radio-television and Telecommunications Commission (CRTC). The Customer acknowledges that the Services are subject to CRTC regulations, including but not limited to:

• Local Number Portability (LNP) rules;
• Emergency services (9-1-1) access requirements;
• STIR/SHAKEN caller authentication framework;
• Unsolicited Telecommunications Rules and National DNCL compliance;
• Accessibility requirements under the Accessible Canada Act.

The Customer is responsible for ensuring that their use of the Services complies with all applicable CRTC regulations.

14. Emergency Services (9-1-1)

VoIP-based 9-1-1 service differs from traditional landline 9-1-1 in important ways. The Customer acknowledges and understands that:

• VoIP 9-1-1 calls are routed based on the registered address associated with the Customer's account. It is the Customer's responsibility to ensure this address is accurate and current at all times.
• VoIP 9-1-1 may not function during power outages, internet service disruptions, or network failures affecting the Customer's location.
• VoIP 9-1-1 calls may be routed to a national call centre rather than directly to local emergency services.
• Wakey Communications provides 9-1-1 service on a best-efforts basis and cannot guarantee the availability, accuracy, or performance of emergency calling in all circumstances.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising out of or in connection with this Agreement that cannot be resolved through good-faith negotiation within thirty (30) days shall be submitted to binding arbitration under the rules of the British Columbia International Commercial Arbitration Centre (BCICAC), with the seat of arbitration in Vancouver, British Columbia. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding on both parties.

16. Miscellaneous

16.1 Entire Agreement

This Agreement, together with any Service Orders and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

16.2 Amendments

Wakey Communications may amend these Terms at any time by posting the revised Terms on our website and providing thirty (30) days' written notice to the Customer. Continued use of the Services after the effective date of any amendment constitutes acceptance of the revised Terms.

16.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

16.5 Assignment

The Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Wakey Communications. Wakey Communications may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.6 Notices

All notices under this Agreement shall be in writing and delivered by email, registered mail, or courier to the addresses specified in the Customer's account or Service Order. Notices to Wakey Communications shall be sent to:

Wakey Communications Inc.
970 Burrard St, Suite 112
Vancouver, BC V6Z 2R4, Canada
Email: legal@wakeycommunications.com

16.7 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of war or terrorism, pandemics, labour disputes, government regulations, power failures, or failures of third-party telecommunications carriers.

If you have any questions about these Terms of Service, please contact us at legal@wakeycommunications.com or call (343) 369-5118.