Terms of Service

Last updated: October 26, 2026

These Terms of Service (the "Terms") form a binding agreement between TelecomsXChange Canada Inc. ("TCXC," "we," "us," or "our") and the business that registers for, accesses or uses the TCXC website, members portal, API, MCP Server or any TCXC service ("you," "your" or the "Member").

Please read these Terms carefully. They include a limitation of TCXC's liability (Section 21), your indemnity (Section 22) and the choice of Ontario, Canada law and courts (Section 25).

Contents

Parties and Acceptance
Definitions
Role of TCXC as a Marketplace
Membership, Fees and Renewal
Prepaid Wallet and Top-ups
Taxes and Regulatory Charges
Voice Services
SMS and Messaging Services
DID Numbers
eSIM Services
HLR Lookup and Number Intelligence
AI Features (TCXC AI and TeleAnalytix AI)
TCXC MCP Server
Acceptable Use and Fraud
Seller Obligations
Account Security and Authorized Use
Measuring Usage and Billing Disputes
Licensing, Regulatory Matters and E911
Privacy and Data
Disclaimer of Warranties
Limitation of Liability
Indemnification
Suspension and Termination
Changes to These Terms
Governing Law and Disputes
General
Contact

1. Parties and Acceptance

You accept these Terms by ticking the acceptance box when you apply for membership, or by registering for, paying for, accessing or using any TCXC service. If you do not agree, do not use the services.

The services are offered to businesses only, not to consumers. The person accepting these Terms confirms that they are authorized to bind the Member, that the Member is legally able to enter into this agreement, and that there is no legal impediment to the Member being bound by it.

Our Privacy Policy explains how we handle personal information and forms part of these Terms.

2. Definitions

Platform: the TCXC marketplace, exchange and clearing house, including the website, members portal, REST API, SMPP and SIP interconnects, and the MCP Server.
Buyer: a Member that purchases Seller Services through the Platform.
Seller: a Member that offers Seller Services through the Platform.
Seller Services: voice termination, SMS, DID numbers, eSIM profiles and data plans, HLR lookups and other telecom services listed by Sellers.
Wallet: the prepaid balance held on a Member's account and used to pay for Seller Services and TCXC charges.
TCXC Records: the call detail records (CDRs), message records, transaction logs and timestamps recorded by the Platform.

3. Role of TCXC as a Marketplace

TCXC operates a wholesale marketplace through which Buyers discover, interconnect with and pay Sellers using a single Wallet. Seller Services are provided by the Seller, not by TCXC. Sellers set their own rates, coverage, quality and terms of service, and TCXC does not add commission or markup to Seller rates.

TCXC does not guarantee the availability, quality, delivery rate, call completion, caller ID (CLI) delivery, coverage or continuity of any Seller Service. Buyers are responsible for evaluating and testing Sellers before sending traffic, and for routing away from a Seller whose service does not meet their needs.

TCXC may list, delist, rate-limit or suspend any Seller, route or product at any time, including for quality, fraud, regulatory or credit reasons.

4. Membership, Fees and Renewal

Access to the Platform requires an annual membership. The current price is shown on the sign-up page. Membership is paid in advance by corporate credit or debit card through our payment processor (Stripe), or by bank wire where TCXC agrees. Your account is created after payment is confirmed, normally within 24 hours.

Renewal: membership runs for 12 months from activation. If a card is on file for auto-renewal, it renews automatically for successive 12-month terms at the then-current price unless you cancel before the renewal date. If membership is not renewed, access to the Platform is disabled.
Price changes: we will give at least 30 days' notice of a change to the membership price. A change never applies to a term that has already been paid for.
Refunds: membership fees are non-refundable once your account has been created, including if you stop using the Platform or your account is terminated for breach of these Terms, except where a refund is required by law.
Other fees: charges for optional TCXC products are shown where you order them.

5. Prepaid Wallet and Top-ups

All Seller Services are prepaid. You fund your Wallet in the members portal or by bank wire, and charges are deducted from it in real time. Traffic or orders may be blocked when the Wallet balance is insufficient.

Card and payment processing fees incurred by TCXC are passed on to you at the rate shown when you top up, and you accept them by completing the top-up. TCXC may change these rates at any time; the rate that applies is always the one shown before you confirm the top-up.

Wallet balances do not earn interest and are not a deposit account. On closure of an account in good standing, TCXC may, on written request, refund the unused balance less payment fees and any amounts owed. Balances on accounts suspended or terminated for fraud or breach may be held while TCXC investigates and applied to resulting losses, chargebacks and fees.

6. Taxes and Regulatory Charges

Prices exclude taxes. If any government or regulatory authority, in Canada or elsewhere, imposes taxes, fees, surcharges or other charges on TCXC as a result of its sale of services to you or your use of them ("Additional Charges"), you will pay them and indemnify TCXC against any liability or expense related to them. Where Additional Charges support a universal service or similar fund, TCXC may calculate and charge them to you under the rules of the authority having jurisdiction.

7. Voice Services

Billing: voice termination is prepaid and billed per call from TCXC Records at the Seller's rate and billing increment in effect when the call is made.
Short-duration surcharge (USA and Canada): if more than 10% of your calls to the USA or Canada in a billing period last 6 seconds or less, a surcharge of USD 0.02 per short-duration call applies to all of those calls, unless the Seller has permitted otherwise on the Platform.
Obvious rate errors: if you notice a rate that is clearly wrong and could cause a Seller a large loss, you must report it to the Seller and to TCXC and get the Seller's confirmation before sending traffic. Traffic sent to an obvious rate error without that confirmation may be re-rated to the Seller's correct rate.

8. SMS and Messaging Services

You are responsible for the content of every message you send and for having the recipient's consent where the law requires it. You must comply with sender ID, registration and content rules in each destination country. Spam, phishing, smishing, unlawful content and grey-route traffic are prohibited.

Messages may be filtered, blocked or delayed by TCXC (including by OpenTextShield and other anti-fraud tools), by Sellers or by destination networks, and charges may still apply. Delivery reports come from Sellers and networks and are not a guarantee of handset delivery.

9. DID Numbers

Ordering. Ordering a DID or DID service on the Platform, in the portal or through the API, is an authorized purchase order. Charges are deducted from the Wallet as soon as the order is filled.

Charges. The setup fee is a non-recurring charge ("NRC"). The monthly fee is a monthly recurring charge ("MRC"). DIDs are prepaid one month in advance.

Billing cycle. Each DID's billing cycle starts at the purchase timestamp recorded by the Platform. At purchase the Buyer is charged the NRC, if any, and the first MRC. The MRC then renews on the same day of each following month (or the last day of the month where that day does not exist). Example: a DID bought on April 10 is charged its NRC and first MRC on April 10, and its next MRC on May 10.

Cancellation. A DID is charged until it is cancelled in the portal or through the API. Charges stop at the cancellation timestamp recorded by the Platform. Charges already paid for the current cycle are not refunded in whole or in part. If the Wallet cannot cover a renewal, the DID may be suspended and later released.

For Sellers. A Seller's billing for a DID starts at the Buyer's purchase timestamp and stops at the Buyer's cancellation timestamp, both as recorded in TCXC Records. Sellers may not charge for any period before purchase or after cancellation, and TCXC Records are the sole basis for DID settlement between Buyer, Seller and TCXC.

Service issues. Problems with a DID must be reported promptly to the Seller through the portal or API, or to support@telecomsxchange.com, and will be evaluated within 24 hours. Some countries require end-user identity or address documents before a number is activated; numbers may be suspended if they are not provided. Porting numbers out is not guaranteed and depends on the Seller and local rules.

10. eSIM Services

eSIM profiles, data plans and top-ups are supplied by Sellers and network operators. Coverage, speeds, validity periods, fair-use limits and activation windows are those of the plan as listed.

You are responsible for confirming that the end user's device is eSIM-compatible and network-unlocked before purchase.
Once an eSIM profile or activation code (including a QR code) has been issued, or a top-up applied, it is non-refundable, whether or not it is installed or used, unless the Seller agrees otherwise or the law requires.
If you resell eSIMs, you are responsible for your own end customers, including customer support, refunds and any consumer-protection obligations, and you must not present TCXC or the Seller as the provider to your customers.

11. HLR Lookup and Number Intelligence

HLR lookups, number validation and number scoring return data from network and third-party sources. Results can be incomplete, delayed or wrong and are provided "as is". You must use them only for lawful purposes, such as routing and fraud prevention, and in compliance with applicable privacy and telecom laws.

12. AI Features (TCXC AI and TeleAnalytix AI)

TCXC AI, TeleAnalytix AI, the website chatbot and other AI features generate output automatically. AI output can be inaccurate, incomplete or out of date, and it is not professional, legal, financial or regulatory advice. You are responsible for reviewing AI output before relying on it or acting on it. Data you submit to AI features may be processed by third-party AI providers, as described in our Privacy Policy.

13. TCXC MCP Server

The TCXC MCP Server lets AI assistants and agents (for example Claude Desktop) act on your TCXC account through the Model Context Protocol. This section applies to every Buyer and Seller that installs or uses it.

How it works. The MCP Server is a local-only connector. It is not a hosted or public TCXC service. You install and run it on your own computer or infrastructure, and it connects to the Platform using your own API credentials. TCXC does not host, operate or monitor your installation, your AI assistant or your AI provider.

Benefits.

Search the marketplace, compare rates, check balances and review CDRs, live calls and reports in plain language.
Automate routine work such as routing changes, IP whitelisting, DID management and, for Sellers, rate and DID listings.
Credentials and requests stay on your infrastructure and go directly from your machine to the TCXC API.

Known risks.

Real, billable actions: the MCP Server can perform real account actions, including purchases, top-up spending, routing and interconnection changes, rate and listing changes, blocking accounts and messaging other Members. These take effect immediately and may not be reversible.
AI mistakes: AI models can misunderstand instructions, hallucinate values, pick the wrong account, destination or quantity, or repeat an action.
Prompt injection: content an agent reads, such as emails, web pages, documents or messages from other parties, may contain hidden instructions that cause it to take actions you did not intend.
Credential exposure: anyone or anything that can use your MCP installation or API key can act as you on the Platform.
Third-party data handling: data returned by the MCP Server, including rates, CDRs, phone numbers and customer details, is passed to your chosen AI provider and handled under that provider's terms, not TCXC's.

Your responsibilities.

Keep API keys secret, use the least-privileged credentials available, and revoke them immediately if they may be compromised.
Keep a human in the loop for purchases, spending, routing and other high-impact actions, and review what the agent proposes before approving it.
Keep the MCP Server and your AI client up to date, and only install them from official TCXC sources.
Make sure your use of an AI provider complies with your own confidentiality, privacy and regulatory obligations and those you owe your customers.

Your actions. Every action taken through your MCP installation or API credentials is treated as an authorized action by you. You are responsible and liable for it, and for all resulting charges, whether it was intended by you, made in error by an AI model, or caused by prompt injection or misuse of your installation. TCXC will not reverse or refund such actions or charges except at its sole discretion.

No warranty. The MCP Server is provided "as is" and "as available", without any service level, support commitment or warranty, and may be changed, limited or discontinued at any time. Any open-source licence that accompanies the MCP Server software also applies to the code; these Terms govern your use of the Platform through it. To the fullest extent permitted by law, TCXC is not liable for any loss arising from the MCP Server, your AI assistant or AI provider, or actions taken through them.

14. Acceptable Use and Fraud

You must not use the Platform, or allow it to be used, for:

illegal, fraudulent, abusive or harassing traffic, including unlawful robocalls and telemarketing;
caller ID (CLI) spoofing or manipulation, or traffic that breaks STIR/SHAKEN or other caller-authentication rules;
International Revenue Share Fraud (IRSF), traffic pumping, artificially inflated traffic, Wangiri or SIM-box traffic;
spam, phishing or smishing messages, or messages sent without required consent;
traffic or transactions involving sanctioned countries, entities or persons, or that breach export-control laws;
attempting to gain unauthorized access to, overload, scrape or reverse engineer the Platform or other Members' accounts.

TCXC may, without notice, block traffic, suspend accounts, withhold or reverse settlement of traffic it reasonably believes to be fraudulent or prohibited, and cooperate with carriers, regulators and law enforcement.

15. Seller Obligations

Sellers must hold all licences required to provide their Seller Services and must provide them as described in their listings.
Sellers must keep rates, coverage and listing details accurate and honour the rates in effect when traffic is sent or an order is placed. Rate changes take effect as published on the Platform.
Settlement to Sellers is based on TCXC Records and is subject to fraud holds, disputes, chargebacks and the settlement terms in the Seller's account.
Sellers are responsible for supporting the Seller Services they provide and for handling service complaints from Buyers.

16. Account Security and Authorized Use

You are fully responsible for all use of, and charges on, your account, and for the actions of anyone who uses the Platform through your account, credentials, API keys or MCP installation, whether authorized or not, except where unauthorized use is caused solely by an act or omission of TCXC.

Any traffic originating from IP addresses you nominate is deemed authorized, and you will pay all charges arising from it. TCXC notifies authorized account users by email and SMS when a new origination IP address is added to your account.

17. Measuring Usage and Billing Disputes

TCXC Records are conclusive evidence of your use of the Platform and are used to calculate all charges and settlements.

Any billing dispute must be raised in good faith within thirty (30) days of the charge or invoice by a Written Dispute Notification: an email to support@telecomsxchange.com that includes:

the disputed destinations (route description);
the total amount in dispute;
the dispute type (rate, minute or code);
for a rate dispute, the claimed rate for each disputed destination;
for a minute dispute, the claimed minutes and supporting CDRs for each disputed destination;
for a code dispute, the claimed codes and associated rates for each disputed destination.

Charges not disputed in this way within 30 days are final.

18. Licensing, Regulatory Matters and E911

You are solely responsible for operating your own business, for complying with all laws and regulations that apply to you, and for obtaining any licences you need. TCXC recommends that you get your own legal and regulatory advice before using the services. Any regulatory information TCXC provides is general guidance only and is not legal advice.

TCXC makes no representation that regulators, governments or underlying providers will not change laws, tariffs or requirements in ways that affect TCXC's ability to provide services to you.

E911 and emergency calls. TCXC does not provide E911 or any emergency calling service, does not terminate calls to 911 or other emergency numbers, and holds no information that would identify you or your users to emergency services. By using the services you confirm that you and your users have alternative emergency calling arrangements in place.

19. Privacy and Data

TCXC processes personal information as described in our Privacy Policy. Where you send personal information about your own customers or end users through the Platform (for example phone numbers, CDRs or message content), you are responsible for having a lawful basis to do so and for giving any notices the law requires.

20. Disclaimer of Warranties

To the fullest extent permitted by law, the Platform and all services, including Seller Services, AI features and the MCP Server, are provided "as is" and "as available". TCXC disclaims all warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.

21. Limitation of Liability

To the fullest extent permitted by law:

TCXC and its affiliates, officers, employees and agents are not liable for any loss of profits, revenue, business, contracts, savings, goodwill or data, or for any indirect, incidental, special, consequential or punitive damages, however caused.
TCXC is not liable for the acts, omissions or services of Sellers, Buyers, network operators, AI providers or other third parties.
TCXC's total liability for all claims relating to these Terms or the services is limited to the membership fees you paid to TCXC in the twelve (12) months before the event giving rise to the claim.

22. Indemnification

You will indemnify and hold harmless TCXC and its affiliates, officers, employees and agents from any claims, losses, damages, fines, penalties and costs (including reasonable legal fees) arising from your use of the services, your traffic or content, your customers, actions taken through your account or MCP installation, or your breach of these Terms or of any law.

23. Suspension and Termination

You may stop using the services at any time and may cancel auto-renewal before your renewal date. TCXC may suspend or terminate your account immediately for breach of these Terms or any policy posted on the TCXC website, for suspected fraud, for non-payment, or where required by law or a regulator. No membership fees are refunded on such termination.

Provisions relating to payment, billing records, liability, indemnification, governing law and any other provision that by its nature should survive, survive termination or expiry.

24. Changes to These Terms

TCXC may update these Terms. The "Last updated" date at the top shows the current version. For material changes, we will email Members at least 30 days before the changes take effect. Other changes take effect when posted. Your continued use of the services after a change takes effect means you accept the updated Terms.

25. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of the Province of Ontario, Canada have exclusive jurisdiction over any dispute arising from or relating to these Terms or the services, and you submit to that jurisdiction. TCXC may also seek urgent injunctive relief, or recover unpaid amounts, in any court of competent jurisdiction.

26. General

Entire agreement: these Terms, the Privacy Policy and any order or written agreement signed by TCXC are the entire agreement between you and TCXC about the services. If a signed written agreement conflicts with these Terms, the signed agreement prevails.
Severability: if a provision is found invalid or unenforceable, the rest of these Terms remain in full force.
No waiver: TCXC's failure or delay in enforcing a provision is not a waiver of it.
Assignment: you may not assign these Terms without TCXC's written consent. TCXC may assign them to an affiliate or successor.
Force majeure: TCXC is not liable for delay or failure caused by events beyond its reasonable control, including network or carrier outages, power failures, cyberattacks, government action and natural disasters.
Notices: TCXC may send notices to the email address on your account. Notices to TCXC must be sent to the address in Section 27.
Language: these Terms are written in English, and the parties have agreed that they be drawn up in English.

27. Contact

TelecomsXChange Canada Inc.
4145 N Service Rd, 2nd Floor
Burlington, ON, Canada L7L 6A3
Email: support@telecomsxchange.com