VOICE TERMINATION SERVICES:
The clauses below set forth the terms and conditions ("Agreement") upon which VOIPLATINUM ("Voiplatinum") with registered address at Suite 3, 64/1 Agiton Buildings, St Anthony Street, San Gwann, MALTA shall provide and Customer shall purchase wholesale voice over Internet protocol ("VoIP") services ("Services"). Customer agrees as follows:
Rates and Codes:
Rates are shown in terms of full minutes and calls are billed in one (1) second increments after the initial one (1) second call duration rounded off to the highest second, with the exception of: (a) calls to Mexico which are billed in sixty (60) second increments with a minimum call duration of sixty (60) seconds; (b) calls to Gambia which are billed in one (1) second increments with a minimum call duration of sixty (60) seconds; (c) Calls to Tonga (+676), Vanuatu (+678), Western Samoa (+685), Papua New Guinea (+675), Niue (+683), to Kiribati (+686), New Caledonia (+687) and Nauru (+674)which are billed in sixty (60) second increments with a minimum call duration of sixty (60) seconds; (d) calls to Suriname Cellular-Digicel (howsoever referenced) which are billed in sixty (60) second increments with a minimum call duration of sixty (60) seconds ; and (e) calls to Haiti (+509) which are billed in sixty (60) second increments with a minimum call duration of sixty (60) seconds. Voiplatinum may, at any time change billing increments for one or more countries, provided that such change is made only to adhere to billing increments then prevailing or becoming prevalent in the wholesale market for such country or countries. Voiplatinum reserves the right to increase or decrease its rates and/or change destination codes at any time upon email notice; for Code changes, a minimum of 7 (seven) days – notice shall be provided in their respective price list; for Rate Increases a minimum of 7 (seven) days - notice shall be provided in their respective price list . Any Rate decrease will be effective immediately upon notification of such decrease or such other date specified in the notice. Notice of such changes shall be sent via email to the email address(es) provided by Customer. It is Customer's sole responsibility to maintain and update such email address(es). All in-effect rates and codes will be listed on the web portal. All date/time periods shall be calculated according to time zone.
All charges and amounts shall be stated and paid in U.S. Dollars ($)
Resale of Services:
All Services are provided for resale to Customer's customers, end users or subscribers. Customer is responsible for billing and collection from its customers, end users and subscribers including all taxes and fees. Likewise, Customer shall be responsible for its own uncollectible sums .Customer is responsible for obtaining and maintaining all licenses, approvals and other authorizations necessary for the resale of Services.
Either Party may assign all or part of its right, interest or obligations under this Agreement at any time to an Affiliate subject to providing the other Party with seven (7) days prior written notice of such assignment. Save as aforesaid, any transfer or assignment of either Party’s right and obligations herein shall be subject to the other Party’s written consent.
The Parties shall connect their respective telecommunications switches via VoIP equipment. You will work with Voiplatinum and provide sufficient resource to carry out interconnection set-up and testing. Set-up and testing will be carried out in accordance with our then current operations and maintenance manual. You will be responsible for all your own costs. It is the Customer's sole responsibility to safeguard its passwords, equipment and interconnection. Voiplatinum will not be liable for any unauthorized traffic which originates or terminates over the interconnect.
Suspension of Services:
All Services are offered on a commercially reasonable basis only and are not guaranteed. Voiplatinum may terminate or suspend all or any part of the Services any time without notice if you are in breach of this Agreement. Where possible, Voiplatinum will notify you of any breaches so that you can remedy them and we will try to give you as much notice as possible of any suspension or termination.
Customer shall prepay Voiplatinum for all Services via wire transfer, PayPal (if approved by Voiplatinum in its sole discretion) or credit card payment of U.S. Dollars. All wire transfer, PayPal or credit card user fees (including foreign currency or international transaction fees) shall be borne by Customer, such that Voiplatinum receives the full amount of the amount billed. In the event the prepayment amount reaches Zero, Services shall be automatically suspended. In such event, Voiplatinum may (but is not obligated to) reinstitute Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. A prepayment replenishment shall be deemed valid only when such replenishment is in Voiplatinum's account as cleared funds. Upon Termination of this Agreement, the remaining balance ( “Balance “) will be refunded upon satisfaction of any unpaid charges by Customer. The Balance will be returned within 30 days after termination of the Agreement with all fees including Bank fees to be borne by Customer.
Taxes and Fees:
Services are exclusive of any taxes and fees (including value added tax, sales taxes, duties, fees, levies , surcharges or any applicable tax imposed by, or pursuant to the laws or regulations of any governmental agency or authority). All European companies without valid VAT number will be charged with additional VAT, unless Company provides an exemption. Customer agrees to indemnify and hold Voiplatinum harmless from liability of any kind arising from Customer’s failure to pay any taxes or fees.
If Customer in good faith disputes any amount in a bill, it shall submit within 30 (thirty) days following receipt of such disputed bill written documentation identifying the disputed amounts (such writing is hereinafter called a “Bill Dispute Notice”). No Dispute may be raised on a bill where the amount of traffic to which the discrepancy relates is equal to or less than 1% of the value of the invoice in dispute unless the discrepancy has been caused by a rate or calculation error. Failure to contest a charge within thirty (30) days of the date of billing will create an irrefutable presumption of the correctness of the charge and Customer shall have waived its right to dispute those charges.
Voiplatinum reserves the right to terminate the Services, or any portion thereof, upon a breach of this Agreement by Customer. Upon termination, Voiplatinum will be entitled to immediately cease providing Services. Notwithstanding termination, the provisions that, by their nature survive termination, will continue to apply.
No failure or omission by either Party hereto to carry out or to perform any of its obligations under this Agreement (the Customer’s obligation to make payments excepted), shall give rise to any claim against the said Party or be deemed to be a breach of this Agreement by the said Party if such failure or omission had arisen from a circumstance or event beyond the reasonable control of the affected Party (“Force Majeure”). Such Force Majeure events may include but are not limited to, acts of God, acts of terrorism, acts of civil or military authority, governmental action, acts of third parties, fire, flood, landslides, strikes, lock-outs, interruptions of power, delay in transportation, riots or war.
Limitation of Liability:
In no event shall Voiplatinum be liable to the Customer for consequential, indirect, special, incidental, punitive, or exemplary damages for any cause of action, whether in contract, tort (including negligence, product liability, strict liability, or any other theory) or otherwise, except for in the event of a breach of any obligation or limitation with respect to the use or protection of confidential information and intellectual property. The aforementioned limitations do not affect any of the charges that are properly due and payable, for which the Voiplatinum shall remain fully liable. The Liability of Voiplatinum for damage under or in connection with this Agreement for whatever legal grounds, other than for a claim for unpaid Charges in respect to the services shall be limited to a maximum of US Dollars 5,000. The Parties acknowledge that the limitations on liability set out in this clause have been negotiated between the Parties and are regarded by the Parties as being reasonable in all circumstances.
Voiplatinum will exert all its efforts to maintain quality of the Services. Except as specifically set forth herein, Voiplatinum makes no warranty to Customer or any other person or entity, whether express or implied or statutory, as to the description, quality, merchantability, non-infringement, completeness or fitness for a particular use of any of the Services, all such warranties hereby being expressly excluded and disclaimed.
Customer shall be liable for the fraudulent and illegal use of the Services by its end users/customers and for any amounts that the Customer is unable to collect from its own customers. Amounts not recovered or uncollectible by Customer from end users shall not entitle the Customer to dispute and withhold any payments due to the Voiplatinum for the Service(s). It is Customer's sole responsibility to take immediate action to block any Fraudulent Calls and illegal use of Service. In the event Fraudulent Calls and/or illegal use of service/s causes Voiplatinum to be charged more by its terminating partners than the rate(s) quoted by Voiplatinum to Customer, then in addition to Voiplatinum's right to seek all remedies available to it at law or in equity, Voiplatinum reserves the right to re-rate all such traffic at the higher termination rate for the destination(s) in question and Customer agrees to pay all such re-rated charges.
Customer, its respective agents, employees, or other representatives will defend,
indemnify and hold harmless Voiplatinum and its affiliates, directors, officers, employees, and
agents from and against any third party claim, suit, demand, loss, damage, expense (including
reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to:
(i) Customer’s breaches of representations, warranties or covenants contained in this Agreement;
(ii) any injuries or damages to any person or property arising out of or in connection with this
Agreement; and (iii) the transmission, reception, and/or content of information of whatever nature
transmitted or received by it or its users.
Voiplatinum agrees to promptly notify the Customer of any written claims or demands against the Voiplatinum for which the Customer is responsible hereunder and cooperate with the Customer at the Customer’s sole cost and expense. The Voiplatinum’s failure to perform any obligations under this Section shall not relieve the Customer of its obligations under this Section except to the extent that the Customer can demonstrate that it has been materially prejudiced as a result of such failure. Voiplatinum shall be entitled, at its option, to participate in and observe the proceedings at its own cost and expense.
Governing Law/Dispute Resolution:
This Agreement shall be governed and interpreted in accordance with the laws of Malta without reference to the conflict of law rules thereof. The language of communication between the Parties shall be the English language, which shall apply to all communication between the technical personnel of each Party managing their respective traffic infrastructure, notices and other communication arising out of or in respect of this Agreement.
The Parties hereby acknowledge that during the course of the Parties relationship, either Party may acquire information regarding the other or its business activities, in oral or written form, of a confidential and proprietary nature (hereinafter "Confidential Information"). Each Party shall hold the Confidential Information in strict confidence and shall not reveal the Confidential Information, or any portion thereof to any third party, except pursuant to any judicial or governmental request, requirement subpoena or order. This confidentiality obligation shall survive expiration or termination of this Agreement for a period of one (1) year. Customer agrees that Voiplatinum may, without Customer's consent, share carrier origination information and CDRs upon request from Voiplatinum's terminating partners, or pursuant to a judicial or governmental request. Each Party agrees that, without the other Party's written consent, it will not use the name, trademarks, trade names, service marks or logos of the other Party or of any of its affiliated companies in any advertising, publicity, press releases or sales presentations. It is expressly understood that the Parties hereto are acting hereunder as independent contractors. The failure of either Party to give notice of default or to enforce compliance with any of the terms or conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of time for performance, will not constitute a permanent waiver of any term or condition of this Agreement. No amendment by Customer of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of Voiplatinum. Voiplatinum may assign this Agreement or any rights hereunder upon notice to Customer. Customer may not assign this Agreement or any rights hereunder without the prior written consent of Voiplatinum. In the event it is determined that any part or provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. Nothing in this Agreement will prevent Voiplatinum or Customer from entering into similar arrangements with, or otherwise providing Services to, any other person or entity. This Agreement sets forth the entire agreement and understanding of the Parties hereto related to the subject matter hereof.
Notices and Contacts:
Except as set forth herein, all notices and communications from Voiplatinum to Customer under this Agreement will be given via email to the email address(es) provided by Customer on the Website. It is the responsibility of the Customer to update its email address(es). All formal notices and communications from Customer to Voiplatinum under this Agreement will be given in writing to Voiplatinum's address /es, for Commercial concerns, Customer may send to email@example.com; for Billing concerns, to firstname.lastname@example.org; for Technical concerns, to email@example.com.
Voiplatinum will require Customer’s valid Certificate of Registration and Commercial Domain for activation. Customers understand and agree that a full activation (not a test account) of Customer's account is subject to Voiplatinum receipt of Customer's initial prepayment. Voiplatinum reserves the right to refuse or suspend and/or terminate Services, in its sole discretion, without explanation.