1. THE PARTIES
This document «Hottelecom TERMS OF SERVICE», hereafter referred to as the «Agreement», is agreed between Beta company sp.z o.o., aleja Bohaterów Września 18 lokal 4202-389 Warszawa, Polska, hereafter referred to as «Hottelecom», and the person or party identified in the associated Registration Form or Reseller contract. In the case of a company application, this is the person signing on the company's behalf and who by registering acknowledges having power of representation for that company. This person is hereafter referred to as the «Customer». The «Customer» is required to provide the necessary identification and in the case of company applications, the registration number, as specified in the Registration Form on the Hottelecom website (www.hottelecom.biz).
2. PRELIMINARY TERMS
Electronic Signatures and Agreement (s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.hottelecom.biz website. Furthermore, the Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. No Emergency Calls: by entering into this Agreement the Customer acknowledges and agrees that the Hottelecom infrastructure does not and does not intend to support or carry emergency calls. No Callback Calls: by entering into this Agreement the Customer acknowledges and agrees that the phone numbers provided by Hottelecom cannot be used for callback applications.
Jurisdiction Restrictions: if the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer should not sign this Agreement. By entering into this Agreement the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer's costs) and will hold Hottelecom harmless, if he breaches the Jurisdiction restrictions.
This Agreement relates to communications services offered by Hottelecom for use by the Customer, and defines the terms and conditions under which these services are provided by Hottelecom and accepted and used by the Customer. These services are offered under the Hottelecom trading name. Hottelecom reserves the right to refuse an application:
— If the information provided is incomplete.
— If Hottelecom has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization.
— If the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his or her ability to meet their commitments under this Agreement.
4. FORMATION OF CONTRACT
4.1 Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by Hottelecom shall be subject to correction on notice from Hottelecom and without liability.
4.2 Hottelecom may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after the date of this Agreement.
5. RESPONSIBILITIES AND OBLIGATIONS
5.1.1. Hottelecom endeavors to provide the Customer with network service and service numbers, but notwithstanding this Hottelecom is not obliged to supply service numbers requested by the customer. It may also change numbers supplied to the Customer if this is required for regulatory, statutory or legal reasons, and in such instance shall notify the Customer as soon as is reasonably practical.
5.1.2. Hottelecom will make all reasonable efforts to maintain equipment suitable for handling and terminating calls.
5.1.3. Hottelecom shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered.
5.1.4. Hottelecom shall provide the Customer with reasonable technical and sales support, which Hottelecom in its sole discretion shall consider necessary and appropriate.
5.1.5. Hottelecom may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of Hottelecom, and may be made without prior consent from the Customer.
5.2.1. The Customer shall pre-pay the service.
5.2.2. The Customer shall provide Hottelecom on request with information or material regarding the service operated through Hottelecom, including those offered to its End Users or agents upon and to the extent of any request made by Hottelecom
5.2.3. The Customer shall ensure that services provided are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which is pornographic, or any other material that may cause offence in any way.
5.2.4. The Customer specifically agrees to indemnify Hottelecom against all costs and liabilities arising out of all claims, which result from, or involve an allegation of, any breach of clause 5.2.3.
5.2.5. The Customer shall co-operate with Hottelecom in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of Hottelecom, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether or not bought by or against Hottelecom.
5.2.6. The Customer shall ensure that any third party using its facilities should be bound by the terms of this Agreement.
5.2.7. The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of telephone number for a particular service and will hold Hottelecom harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party's intellectual property rights.
5.2.8. All notices, requests or other communications shall be in writing and addressed to the Customer by email. The Customer bears all responsibility concerning the reception of the Hottelecom mails, he agrees to keep his email address updated at all time, and he will inform Hottelecom of any modification of his email address within 24 hours of the moment of modification.
5.3.0. The Customer should be at least 18 years old.
6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of Hottelecom.
6.2. Hottelecom may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer.
7. PROVISION OF SERVICES AND WARRANTIES
7.1. Hottelecom cannot provide a fault free service. Hottelecom gives no warranty that its network or services shall be continuous, or will be free from faults. Hottelecom will, however, take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted.
8. RATES & PAYMENTS
8.1. All accounts are to be pre-paid by and will operate on a 'run-down' basis.
8.2. Hottelecom may at any time vary the rates detailed in the order form, but shall give the Customer 30 days write notice of such change.
8.3. All rates detailed in the order form and in the monthly reports shall be exclusive of all taxes or duties.
8.4. The Customer's call minutes shall be calculated according to data logged by Hottelecom which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Customer.
8.5. In case the Customer does not fulfill his payment obligation under this agreement after the date of a final notice, parties agree that Hottelecom will be entitled to the application of the article 15.4 of this agreement.
9. TECHNICAL SUPPORT
9.1. Hottelecom may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. Hottelecom will take steps to keep any consequent disruption to the service to a reasonable minimum.
9.2. In the event that the Customer becomes aware of any faults with the service, it shall notify Hottelecom as soon as is practicably possible.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt
10.1.1. All rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in Hottelecom's database accessed by the End Users and the Customer remain vested in Hottelecom.
10.1.2. Information provided to the Customer by Hottelecom pursuant to this Agreement, pertaining to the Customer's End Users is the property of the Customer.
10.2. The Customer shall not use Hottelecom's name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer.
10.3. Any right to use the services, and/or any software related to the services, granted by Hottelecom to Customer will only be perceived as a personal, limited, non-exclusive and non transferable license of use by Hottelecom of the services, and/or any software related to the services, for the designated purpose only.
11.1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each parties may disclose to its officers and employees such information as may be required for them to fulfill their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.
11.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:
11.2.1. Where such information was already known prior to this Agreement;
11.2.2. Where such information was already in the public domain, save as a result of a breach of Clause 11.1.;
11.2.3. Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or
11.2.4. Where disclosure is required by law.
11.3. The Customer shall ensure that the confidentiality provisions of this Agreement bind all its employees and agents and shall indemnify Hottelecom against loss or damage suffered as a result of a breach of confidence by employees or agents.
11.4. Hottelecom shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, or any licensed telecommunications carrier, in connection with services offered by the Customer.
12. LIMITATION OF LIABILITY
12.1. Freeje shall not be liable in the following cases: in the case of indirect damage, in the event of accidental damage or ensuing after damaging due to interrupted communications, data loss, lost profits, or in the case of economic losses, which have arisen in connection with this Agreement .
12.2. The company assumes no liability for consequential damages or indirect damages that may arise or may be associated with a breach or failure to perform its obligations.
If any third party makes a claim in relation to the Company:
- Violation of these Terms;
- Breach of any applicable legislation or regulations;
- Infringement of the rights of any third party.
The Customer undertakes to protect the Company against liability and reimburse all costs and losses, pay any claims for compensation and other expenses (including reasonable legal costs and reasonable) related to such claim.
12.3. The company assumes no liability to the customer in the event of any complaints or claims have been made if:
12.3.1. The requirement or complaint arises as a result of the negligence of the Client and / or the end user, improper conduct or a result of rupture of this Agreement;
12.2.3 Client does not provide the Company with all the rights to work with this complaint or does not provide all the information requested by the Company, for the full and proper cooperation in the work on dannyo complaint;
12.3.4 When using the services of the Company Client violates the law of the country that owns the number.
13. FORCE MAJEURE
13.1. Hottelecom shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of their control, to include, but not limited to any act of god, inclement weather, storm, flood, drought, lightning, fire, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, termination of or refusal to grant a license, damage to or loss of equipment or interruption, failure or delay in any service provided to us by any third party including governmental or regulatory authority or telecommunications operator, war, military operations, or riot.
13.2. Hottelecom will not accept any liability for the consequences arising out of a force majeure event.
14.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify Hottelecom and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer's or End User's use of the service and all costs relating thereto. The Customer agrees not to hold Hottelecom and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of Hottelecom software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.
14.2. The Customer agrees to indemnify Hottelecom, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to;
14.2.1. A breach or allegation of breach of the conditions of this Agreement;
14.2.2. Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party;
14.2.3. The marketing or promotion undertaken by or on behalf of the Customer;
14.2.4. The service content provided or marketed by or on behalf of the Customer, and all costs relating thereto.
15. TERM & TERMINATION
15.1. Term. The Agreement will be effective as of the date of the Customer acceptance thereof, and will remain effective until terminated by either party as set forth in these Terms of Service.
15.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than two (2) months’ notice of termination
15.3. Consequences of Termination. Upon termination of the Agreement for any reason all licenses and rights to use the VoIP service shall terminate and the Customer will cease any and all use of the VoIP service.
15.4. Hottelecom may terminate this Agreement and therefore block the provision of services without any compensation, refund etc., with immediate effect by giving notice at any time, if:
15.4.1. The Customer does not comply with the terms of this Agreement;
15.4.2. The Customer says, or appears to intend, that it will not abide by the terms of this Agreement;
15.4.3. The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person;
15.4.4. Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets;
15.4.5. Hottelecom believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement;
15.5. Either party may terminate this Agreement if;
15.5.1. Either party has committed a breach of the Agreement, and fails to remedy the breach within 30 days of notice requiring it to do so, and;
15.5.2. Either party takes any steps to wind up or dissolve, or a receiver and/or manager or administrator is appointed over any assets;
15.6. Survival. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer's representations, warranties and indemnification obligations.
16.1. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity.
16.3. Ownership. All phone numbers leased and registered to Customer's by Hottelecom remain under Hottelecom's control, and may be reassigned at the termination of this Agreement.
16.4. Changes in Communication Services and Tariffs. Hottelecom retains the right to modify its tariffs for the services it offers at any time. Hottelecom will give a written warning of these changes 15 days in advance.
16.5. Hottelecom's rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.
16.6. Applicable Law. The Agreement shall be governed by and construed in accordance with Republic of Poland Law.
16.7. Competent Court. Any legal proceedings arising out of or relating to Agreement will be subject to the exclusive jurisdiction of the Republic of Poland Courts.