Terms and Conditions of Sale

The Provider undertakes to deliver the Service in accordance with the Purchase Order, the service specifications and any other provisions stipulated in the Special Conditions. The Provider may modify a Service to account for adaptations for the Client, provided that such modification does not substantially affect the Client's use of the Service. The Provider acknowledges being responsible for obtaining, in advance, any authorization necessary to fulfill its obligations under the Contract. The Provider undertakes to maintain and indemnify the Client against all consequences that the Client may bear from the operation of these systems or the copying of data and software licenses for which the Provider is responsible within the scope of the Service. In the event of a Third Party Claim, the Client shall immediately notify the Provider of the action taken. The above obligations shall be the sole obligations of the Provider in the event of an Infringement Action. Furthermore, the Provider shall have no obligation in the event of an Infringement Action where the conditions are as follows: (a) unauthorized modification of the Service by the Client, or (b) use of the Service in combination with any services, capabilities, equipment and software not expressly referenced by the Provider.

In consideration of the provision of the Services by the Provider, the Client shall pay the following fees and charges: (a) Initial Fees, (b) Monthly Fees, (c) Usage Fees.

The initial duration of a VoIP and DASA Service is thirty-six (36) months unless otherwise agreed between the parties. The initial period begins on the date of signature of the purchase order by the client and on the first day of the first billing month. The service duration runs from the activation date of the first device. Upon expiration of the Initial Period, the Service duration shall be automatically renewed for successive periods of twelve (12) months, unless terminated by either Party. Either Party may request the other Party to cease providing a Service by sending written notice before the expiration date of the Initial Duration or any Renewal Period.

All notifications mentioned herein must be delivered by registered mail with acknowledgment of receipt. Only the date of receipt recorded by the postal services shall be taken as proof for determining the date of the Notification. All notifications must be addressed to the persons designated by each Party. Each Party shall designate in the Purchase Order a person responsible for contract management. In the event of a change of person responsible for monitoring the execution of the Contract, the Party making the change must inform the other Party within seven (7) business days.

The Client is not authorized to resell the Service to a third party or to resell it to an entity for the purpose of having the Service resold to a client of that entity at a price of their choosing (including below cost price). Otherwise, the Client shall be considered in breach of the obligation not to resell the Service.

Initial fees must be paid on the date of signing the Contract or on a later due date as determined by the Purchase Order. Monthly Fees must be paid monthly in arrears. The first monthly fee shall be prorated for the period between the Service Activation Date and the end of the current billing period. Usage fees must be paid monthly in arrears, after the use of Services during the preceding calendar month. The Client must ensure that fees and charges, as well as invoice amounts for services mentioned in the Contract, are paid by direct debit or any other agreed payment method. All payments must correspond to the full amount of sums due, without deduction, set-off or withholding. In case of non-payment, administrative fees of €50 will be charged. In case of late payment, the Provider may claim late payment interest. This interest shall be due automatically from the return date (penalties). Interest shall be calculated at an annual rate equal to the legal interest rate plus ten (10) points. This interest shall accrue from the day following the scheduled due date.

The Provider may (within the limits authorized by applicable laws and regulations and subject to compliance with notification procedures) deactivate or cease using client information obtained, notably in the event of: (a) complying with any law, obligation, request or administrative decision; (b) protecting the integrity of the Provider's IT and telecommunications systems. The Provider shall not be held liable for delays or irregularities in its contractual obligations resulting from the occurrence of events beyond its reasonable control, including but not limited to force majeure: natural disasters, fires, floods, labor actions (strikes or lockouts), conflicts, epidemics, civil or political unrest. Under no circumstances shall indirect damages that may arise in the performance of the Contract exceed an amount equivalent to the total monthly fees paid by the Client under the Contract.