GENERAL TERMS AND CONDITIONS FOR COMPANIES

Transcription

1 1 DEFINED TERMS 1.1 The terms below shall have the defined meanings when they appear with initial capital letters in the General Terms and Conditions section. General Terms and Conditions Cellip s prevailing applicable General Terms and Conditions for Companies, including Appendix 1. The Agreement These General Terms and Conditions and any special terms specified in connection with the Customer s order of the Service constitute the Agreement between Cellip and the Customer. Cellip Cellip AB, company reg. no , Ölandsgatan 42, , Stockholm, Sweden. Information Information provided by Cellip directly to a Customer by letter, e- mail or that is posted on the Website over the term of the Agreement. Customer The legal person that uses one or more of Cellip s Services for companies. Customer Account The Customer s personal account on the Website by means of which the Customer can do such things as update contact details, view itemisations, order equipment, other additional services and more telephone numbers, as well as check the Customer s current balance for advance payments. Customer Service Cellip s Customer Service, the contact details of which are available on the Website. The Service The IP telephony service(s), Lync 365 Telephony and any additional services, provided by Cellip at any given time to its Customers. Third Party A natural person or legal entity that is not the Customer. The Website Cellip s website at the URL and subpages at this URL. 2 GENERAL REGULATIONS 2.1 Cellip provides the Customer with the Service. These General Terms and Conditions and Appendix 1, as well as any special terms specified in connection with the Customer s order of the Service, constitute the Agreement between Cellip and the Customer for the provision of the Service Lync 365 Telephony is also covered by Microsoft s prevailing applicable terms and conditions and these also form part of the Agreement. They are available to view at windows.microsoft.com/sv- Page 1 of 12

2 se/windows/microsoft- services- agreement 2.2 The Service provided by Cellip may be amended (e.g. expanded or reduced) in future. The Service may be ordered via the Customer Service or the Website. 2.3 The Website contains information about the Service s exact design, content and fees. Use of the Service may require special equipment and software. The technical requirements stipulated at any given time for such equipment are set out on the Website. 2.4 Cellip reserves the right to refuse to enter into an Agreement with a Customer. 2.5 The Service is provided either by Cellip directly or by Cellip together with a subcontractor or partner. 3 PRICES, PAYMENT AND CREDIT 3.1 The Customer is obliged to pay applicable fees, both fixed and variable, for the Service. 3.2 All fees for the Service (e.g. fixed, variable and administrative fees) are charged in accordance with Cellip s prevailing applicable price list, which is available on the Website. 3.3 The Customer may choose to either pay the fees for the Service by (a) invoice or by (b) advance payment (a) Payment by invoice A credit check is always carried out for payment by invoice. Cellip reserves the right, depending on the result of the credit check, to: approve a credit limit up to the maximum level recommended by Cellip s credit information provider, refuse credit or request a deposit corresponding to approximately 2.5 times the Customer s expected monthly use. Fixed fees are invoiced monthly in advance and variable fees are charged monthly in arrears. Invoices must be paid no later than fifteen (15) days from the invoice date. (b) Advance payment Where the Customer has opted to pay in advance, the Customer shall pay money in advance into its Customer Account with Cellip in order to then use the Service. Once the amount paid in by the Customer has been used up, the Customer must top up its Customer Account with money in order to continue using the Service. 3.4 The Customer can check its balance at any time by logging into its Customer Account at the Website. 3.5 If the payment has not reached Cellip by the due date, Cellip is entitled by law to charge a payment reminder fee, collection fees and interest on overdue payment. 3.6 If payment has not reached Cellip ten (10) days after the due date stated on the invoice, Cellip is entitled to disconnect both the unpaid Service and other Services provided by Cellip, even if such other services have been paid for as agreed. After the Customer has paid overdue receivables, the Service may be reactivated upon payment of a reactivation charge, as per Cellip s prevailing applicable price list. 3.7 The Service is disconnected automatically when the credit limit/ceiling is reached. The Customer is responsible for making an interim payment, requesting that the credit limit be raised or paying a deposit if the credit limit does not cover the monthly use. 3.8 In the event of recurrent failure to pay/late payment followed by a subsequent recovery process, Page 2 of 12

3 Cellip reserves the right to either cancel the Agreement on the grounds of breach of contract or to convert it into an advance payment agreement in accordance with section 3.3 (b) above. 4 ORDERING SERVICES 4.1 The Customer can order the Service verbally (by telephone), in writing (by e- mail or letter) or online (using Cellip s electronic order form on the Website). Orders are binding upon the Customer. 4.2 The Agreement begins to apply once Cellip has approved and confirmed the Customer s order. 4.3 In order for the Customer s order to be approved, it must be possible for the Service to be technically delivered to the Customer; this may, for example, place particular requirements on the Customer s broadband connection or the performance of its computer equipment. 4.4 Cellip reserves the right to choose to decline an order from a Customer. 4.5 Even after Cellip has confirmed an order, Cellip is entitled to withdraw from the Agreement if Cellip finds that the Service cannot be delivered to the Customer for technical, financial or other reasons. 4.6 The Customer understands and accepts that it may take more than five (5) days from an order being confirmed by Cellip and the Service being delivered. 4.7 Cellip reserves the right to carry out, either by itself or via a subcontractor, a credit check of the Customer. 5 UNCOLLECTED PARCELS 5.1 If the Customer does not collect, or sign for, equipment sent by Cellip to the Customer on time or, if a shipment item is returned to Cellip because the Customer gave an incorrect address, Cellip reserves the right to charge the Customer all shipping costs (for the delivery and return) for the shipment item and a dispatch fee as per Cellip s prevailing applicable price list. 6 CUSTOMER SATISFACTION GUARANTEE 6.1 For certain telephone services that Cellip provides, Cellip offers a customer satisfaction guarantee, which provides the Customer with the benefit of trying out the telephone service in question for a certain period of time. Information about what telephone services are covered by the customer satisfaction guarantee and the applicable terms and conditions on the use of the customer satisfaction guarantee can be found at any given time on the Website. 7 EQUIPMENT 7.1 The Service requires the Customer to have a broadband connection and IP telephony equipment with which to make calls. 7.2 When using the Service, the Customer may only use equipment specified by Cellip or that otherwise meets prevailing applicable Swedish Post and Telecom Authority (PTS) regulations. 7.3 In order to use the Service it is recommended that the Customer use equipment approved by Page 3 of 12

4 Cellip. Such equipment may be purchased from Cellip. 8 USAGE OF THE SERVICE 8.1 The Customer may only use the Service for its own use. This means, for example, that the Customer may not itself sell, pass on or in some other way permit a Third Party to use the Service. 8.2 When using the Service the Customer is responsible for the Customer having permission, if required, to disseminate, receive and store information. The Customer is similarly responsible for Third Parties that have received permission from the Customer to use the Service. 8.3 The Customer is assigned personal login details for the Customer Account on the Website so that the Customer can, for example, update its Contact details, manage the diversion of calls, view itemisations and order equipment and more telephone numbers. 8.4 The Customer is, in relation to Cellip, solely responsible for all information disseminated by the Customer in its use of the Service. 8.5 Cellip reserves the right to limit or disconnect the Customer from the Service if the Customer does not meet its undertakings under the Agreement, uses the Service in a way that is in breach of the law or Information without being liable to reimburse the Customer. Any remaining Customer debt shall be paid via a final invoice. 8.6 The Customer shall hold Cellip harmless from all claims arising directly or indirectly from the Customer s use of the Service that are directed at Cellip by a Third Party. 8.7 If the Customer uses the Service in a way that is in breach of the Agreement, the law or Information, the Customer shall compensate Cellip for damages that arise from this. 9 THE SERVICE 9.1 Cellip provides the Service as described in the Customer s order, in marketing material and in accordance with what is stated on the Website at any given time. 9.2 Cellip reserves the right for certain types of telephone call, such as emergency calls and calls to premium rate numbers, to possibly not work as they do via traditional fixed line telephony. The Customer must manually specify and provide regular updates on what municipality the hardware is based in. The Customer does this using the settings on the Customer s Customer Account on the Website. Regardless of this, Cellip always recommends that the Customer have a mobile phone available, as telephone hardware provided for IP telephony, for example, does not work in the event of a power cut or disruption to Internet connection. A mobile phone can also be traced even more precisely than a fixed line by the emergency services. 9.3 Cellip is entitled, without prior notice to the Customer, to make changes to the Service that do not materially affect the function of the Service. The Customer shall be notified of significant changes as far in advance as possible. 10 THE CUSTOMER S COMMITMENTS 10.1 The Customer is responsible for always complying with applicable legislation and the Information provided by Cellip at any given time, such as hardware or software instructions. Page 4 of 12

5 10.2 The Customer is responsible for managing user information, passwords and other important information from Cellip in a secure manner so that such information cannot fall into the wrong hands or be misused. If the Customer suspects that user information, passwords and other important information from Cellip have fallen into the wrong hands, the Customer must immediately inform Customer Service of this The Customer is responsible for not disseminating, or being involved in disseminating, computer viruses (or similar undesirable computer code) or using the Service in a manner that is in breach of the law and good practice; including, but not restricted to, making (or permitting another party to make) obscene, indecent or fraudulent calls, or using the Service to commit a crime If the Customer breaches any of the above provisions of section 10, or in some other way, directly or indirectly, risks causing damage to Cellip s reputation, Cellip may inform the Customer of this, at which point the Customer may also be at risk of being disconnected from the Service. No amounts paid in advance or other fees are reimbursed in the event of such disconnection. 11 CUSTOMER SUPPORT 11.1 Support enquiries principally take place by e- mail or telephone. The e- mail address and telephone number for support enquiries can be found on the Website Cellip only provides support for equipment and software that are provided by Cellip and used for the Service. Any exceptions to this are specified in the product information for each product on the Website Cellip provides no support for equipment or software that are not provided by Cellip. Nor does Cellip provide support for hardware that has been locked for Cellip but that the Customer has chosen to unlock Cellip s support undertakings are limited and do not include unlimited free support. Cellip reserves the right to charge for support or refer the Customer to external sources of support for such support enquiries that are not covered by Cellip s support undertakings or that consume unreasonably large amounts of staff resources. In such cases, Cellip shall inform the Customer be- fore any cost is incurred. 12 REPORTING OF FAULTS, SERVICING AND MAINTENANCE 12.1 The Customer shall inform Cellip immediately in the event of disruption to or other deterioration in the Service. Reporting of faults shall take place as specified on the Website Following the reporting of a fault, Cellip investigates whether the fault is attributable to the Service, the Customer s broadband or to other equipment If the fault is attributable to the Service, Cellip shall take appropriate action to rectify the fault and the Customer shall assist Cellip by providing the information requested by Cellip. Cellip is not obliged to rectify faults that are due to or can be attributed to circumstances set out in section 12.6 below Cellip provides a one (1) year guarantee for hardware. For hardware that is leased, however, the guarantee applies for the entire term of the lease. The Customer is referred to information on the Website regarding the handling of hardware faults. Page 5 of 12

6 12.5 Cellip reserves the right to carry out systems maintenance that may result in interruption to the Service. Insofar as possible, the Customer shall be informed of such interruption in advance and Cellip shall do its best to ensure that the work and interruption are as short and few as possible, and that, to the greatest possible extent, the interruptions take places at times of low use of the Service. Information about planned interruptions to the Service is provided on the Website Cellip s responsibility in the event of a power outage and faults preventing data traffic does not apply to aspects of the outage/fault that can be attributed to the Customer, the network of the relevant property, broadband or other network equipment outside Cellip s control. In the event of installation and trouble- shooting measures, the Customer shall ensure that Cellip has all the necessary information. If the fault can be attributed to the Customer, Cellip is entitled to charge the Customer a fee for the trouble- shooting measures undertaken, as per the prevailing applicable rate. A power outage shall not include an interruption that occurs during periods of planned maintenance of the network and similar A power outage shall not include an interruption that occurs during periods of planned maintenance of the network and similar. 13 CUSTOMER INFORMATION 13.1 The Customer is responsible for ensuring that correct and up- to- date information is linked to the Customer s account on the Website (e.g. current e- mail address, postal address and information about what municipality the Customer has located the equipment in). This ensures that the Customer receives the Information that Cellip issues by e- mail or post Customer information submitted in connection with this Agreement or that is otherwise registered in preparation for, or in implementation of, the Service pursuant to these General Terms and Conditions (e.g. personal identity numbers, credit information and use of the Service) are held by Cellip and Cellip s subcontractors and cooperation partners for the administration and performance of this Agreement, for the implementation of measures requested prior to the conclusion of the Agreement, for market analysis, customer care, statistics and marketing. This includes information about contact with Cellip such as the notation of questions, complaints and similar. Cellip s holding of customer information covers national identity numbers and the holding of such information may in part take place over the Internet. Cellip may also supplement such details through the use of public registers and the collection of data and the use of the Service Cellip is a personal data controller pursuant to the Swedish Personal Data Act (1998:204) in respect of the customer information submitted in connection with this Agreement or that is otherwise registered in preparation for, or in implementation of, the Service pursuant to these General Terms and Conditions The Customer is entitled to request, in writing once every calendar year, notification about whether or not the personal data relating to the Customer is held and, if this is the case, what information is held, where this information was obtained, the purpose of holding such information and the categories of recipient to which the information is provided. Such a request shall be submitted to Customer Service The Customer is also entitled to request that Cellip promptly correct or delete incorrect or incomplete personal data. Such a request shall be submitted to Customer Service. Page 6 of 12

7 13.6 Cellip is obliged by law to provide customer information to third parties for the purposes of telephone number enquiries, provided that the information has been submitted to Cellip. If the Customer wishes to protect its information from this, the Customer can be offered a special agreement by contacting Customer Service. 14 TERMS OF AGREEMENT AND CANCELLATION 14.1 The Agreement is valid from the date of confirmation by Cellip Customers with private numbers that pay in advance can cancel the Agreement at ninety (90) days cancellation notice, unless specified otherwise at the time of ordering If an advance payment Customer has not used the Service for outgoing calls for six (6) months, the Agreement is automatically cancelled if there is no lock- in period remaining For Customers with private numbers that pay in arrears, the Agreement is subject to ninety (90) days notice of cancellation For customers that have purchased telephone numbers from number sequences with two (2), or up to ten (10) numbers, the Agreement has (for these number sequences) a lock- in period of three (3) months. During the lock- in period all numbers in a number sequence must be active and none of them may be parked. At the end of these three (3) months the Agreement is subject to cancellation notice of ninety (90) days For customers that have purchased telephone numbers from number sequences with eleven (11) or more numbers, the Agreement has (for these number sequences) a lock- in period of twelve (12) months. During the lock- in period all numbers in a number sequence must be active and none of them may be parked. At the end of these twelve (12) months the Agreement is subject to cancellation notice of ninety (90) days The Service shall be deemed to be cancelled when the Customer has informed Cellip that the Customer wishes to cancel the Agreement and Cellip has sent the Customer confirmation of cancellation Cellip shall be entitled at any time, in writing, to cancel the Agreement with the Customer at ninety (90) days notice Cellip is also entitled to cancel the Agreement with immediate effect and disconnect the Customer from the Service if: (a) The Customer does not pay its invoices within the stipulated time, cancels its payments, files for bankruptcy or in some other way may be feared to be insolvent, or if: (b) The Customer does not adhere to Cellip s rules on the use of the Service, misuses the Service or in some other way uses the Service in a manner that breaches the Agreement The Customer is no longer entitled to use the Service once this Agreement ceases to be valid. Any money paid in advance that the Customer has remaining on its account at the point that the Agreement terminates shall not be reimbursed. Nor shall any installation charges or other one- off fees (such as for the lease of equipment) be reimbursed upon cancellation of the Agreement. 15 LIMITATIONS OF LIABILITIES 15.1 Cellip is responsible for the Service being supplied in accordance with the specifications on the Page 7 of 12

8 Website and the limitations arising out of this Agreement Cellip is not responsible for the compatibility of the Service with the Customer s equipment, computer, modem or network The Customer is aware and accepts that the quality of the Service is affected by the quality and use of the network and the Service is supplied to the best of Cellip s ability. The Customer is entitled to compensation in the form of a reduction in the fee in the event of recurrent material faults or deficiencies in the Service. Cellip determines the amount of compensation and how it is paid. Cellip s liability for such compensation and reimbursements is in any event limited to a maxi- mum of 5% of the fee paid by the Customer to Cellip for the Service in question in the current year. The Customer is not entitled to any other form of compensation from Cellip Beyond compensation as per section 15.3 above, Cellip is liable only for loss or damages as a result of the Agreement if Cellip has acted negligently. Cellip is no event liable for indirect loss or damages or for loss of data provided that Cellip s actions have not been grossly negligent or intentional Cellip is not liable for damages or unauthorised data access that occurs to the Customer s or a Third Party s equipment Cellip is in no way liable for damages, loss or inconvenience that arises owing to circumstances that cannot be reasonably be controlled by Cellip. This includes, but is not restricted to, industrial conflict, the closure of networks by third parties, power cuts, fire, government intervention, acts of terrorism, extreme weather conditions, war, flood, natural disasters, and disruptions to, faults in or alterations to general telecommunications and data communications or telecommunications equipment The Customer is not entitled to reimbursement or other compensation in the event of damage or disruption owing to circumstances specified in section 15.6 above. 16 RELOCATION OR CHANGE IN CONTACT DETAILS 16.1 The Customer shall notify Cellip about any change in the Customer s contact and address details (e.g. e- mail and postal address). Cellip will apply the Customer s new contact and address details no later than five (5) working days after such notification. Insofar as the Customer does not inform Cellip about its change of address pursuant to section 16.1, Cellip is entitled to consider the most recent contact details provided by the Customer as correct If Cellip is unable to provide the Service to the location to which the Customer wishes to move, the Service cannot be moved. If, because of the relocation, the Customer cancels the Agreement, this shall be subject to the cancellation rules in section 14 above. 17 TRANSFER PF RIGHTS AND OBLIGATIONS 17.1 Cellip is entitled at any time, in part or in full, to transfer its rights and obligations under the Agreement, including the right to receive payment of fees under this Agreement The Customer is not entitled to transfer the Agreement without written approval from Cellip. Nor is the Customer in any way entitled to redistribute or resell the Service. Page 8 of 12

9 18 AMENDMENTS 18.1 Cellip is entitled to amend, at any time, the terms and conditions of the Agreement and to amend the fee for the Service. Such an amendment enters into force through the publication of Cellip s General Terms and Conditions for services on Cellip s website Cellip may amend its postal address or other address information by providing the Customer with Information and is not obliged to amend this Agreement. 19 LINKS 19.1 The Website may contain links to other websites that are not under Cellip s control. Cellip is not responsible for privacy or content on such websites. Cellip provides such links to make it easier for visitors to our website to find further information within specific areas. 20 COPYRIGHT 20.1 The content of the Website is protected by copyright, which belongs to Cellip. 21 NOTIFICATIONS AND INFORMATION 21.1 Notifications from the Customer to Cellip relating to the Service shall either be made by post or e- mail An e- mail from Cellip to an e- mail address specified by the Customer and a letter from to a postal address specified by the Customer shall be deemed to have reached the Customer on the fifth (5th) working day from dispatch. 22 DISPUTES 22.1 In the event that a court of competent jurisdiction rules that any part of this Agreement is invalid, the remaining terms and conditions of the Agreement shall remain valid and in force The application and interpretation of this Agreement shall be made in accordance with Swedish law and in a Swedish public court of law. Page 9 of 12

10 APPENDIX 1 1 GENERAL TERMS AND CONDITIONS FOR TELEPHONE NUMBERS IN COUNTRIES OTHER THAN SWEDEN 1.1 One voice channel per number is made available for each telephone number in a country other than Sweden. 1.2 If the Customer does not comply with the special terms that apply for the respective country, Cellip is entitled to disconnect the telephone number. 1.3 If the regulations in a particular country are amended, Cellip reserves the right to disconnect the telephone number if the regulations in the country in question cannot be fulfilled by the Customer. 1.4 If the regulations in a particular country are amended so that Cellip or Cellip s operator partner consider that the number cannot be retained by reasonable efforts, Cellip is entitled to disconnect the telephone numbers affected. 2 SPECIFIC TERMS AND CONDITIONS FOR TELEPHONE NUMBERS IN CERTAIN COUNTRIES 2.1 Croatia, France, Hungary, Ireland, The Czech Republic & The Netherlands Addresses belonging to the correct geographical zone for the telephone number chosen by the Customer must be specified to Cellip before the number is activated In the event of changing of the address, the Customer is required to provide Cellip with an electrical bill or similar relating to the address in question 2.2 Germany Addresses belonging to the correct geographical zone for the telephone number chosen by the Customer must be specified to Cellip before the telephone number is activated In the event of changing of the address, the Customer is required to provide Cellip with an electrical bill or similar relating to the address in question 2.3 Latvia Addresses belonging to the correct geographical zone for the telephone number chosen by the Customer must be specified to Cellip before the telephone number is activated. Alternately, the Customer can choose a non- geographical number. 2.4 Norway Addresses belonging to the correct geographical zone for the telephone number chosen by the Customer must be specified to Cellip before the telephone number is activated 2.5 Denmark In order for the number to be activated, the Customer must specify its address, although this does not need to be in Denmark The Customer must inform Cellip in the event of a change of address 2.6 Singapore Name and address as well as a passport number or a VAT registration must be specified to Cellip before the telephone number is activated Page 10 of 12

11 In the event of changing of the address, the Customer is required to provide Cellip with an electrical bill or similar relating to the address in question 2.7 South Korea Addresses belonging to the correct geographical zone for the telephone number chosen by the Customer must be specified to Cellip before the telephone number is activated In the event of changing of the address, the Customer is required to provide Cellip with an electrical bill or similar relating to the address in question 2.8 Canada & the US In order to perform an outgoing call on an American or Canadian number or display an American or Canadian number while performing an outgoing call the 911 Service must be activated CLI (transmitting the incoming callers telephone number) cannot be guaranteed (applies only to Canada) 2.9 Cyprus The Company must be registered with the telecom authority CYTA in Cyprus The number cannot be used for prepaid purposes 2.10 Australia, Austria, Brazil, El Salvador, Greece, Hong Kong, Peru & Rumania The number cannot be used for prepaid purposes The Dominican Republic The Customer understands that problems concerning accessibility have been reported for calls from other countries to the Dominican Republic 2.12 Mexico The Customer understands that problems concerning accessibility have been reported for calls and fax messages from other countries to Mexico 2.13 Panama The Customer understands that problems concerning accessibility have been reported for calls from other countries to Panama 2.14 All other countries Addresses belonging to a particular geographical zone are not currently required, but if regulations in these countries are amended Cellip AB reserves the right to disconnect such telephone numbers unless the Customer is able to provide an address that is linked to the telephone number in accordance with the terms and conditions that apply in the respective country If other regulations in the country in question are amended, Cellip reserves the right to disconnect the telephone numbers if the regulations are not fulfilled by the Customer 3 TERMS AND CONDITIONS FOR CELLIP S VIRTUAL PA AND CALL ANSWERING SERVICE 3.1 The aim of Cellip s virtual PA service is to present the Customer in the best light that is reasonably possible. This means, for example, that Cellip s virtual PA service shall aim to answer as quickly as possible. 3.2 The Customer is responsible for ensuring that the information required for Cellip to be able to provide a good answering service is available to Cellip s staff. 3.3 Cellip disclaims any claims for damages as a result of the use or non- use of Cellip s virtual PA and Page 11 of 12

12 call answering service, deficiencies in the manner of answering or answering within a certain time. 4 PORTING IN 4.1 The porting in of telephone numbers cannot take place unless the Customer has signed and sent an original copy of the authorisation form to Cellip. Cellip provides forms for such porting- in authorisation on the Website. 4.2 Cellip is not responsible for the date of provision for porting in since porting in takes place with the assistance of the Customer s current operator. 4.3 The Customer is requested to promptly submit porting- in authorisation and, immediately after receiving equipment from Cellip, to make five test calls before the porting date to ensure the connection is correct. 4.4 The Customer is responsible for ensuring that the correct subscriber appears on the authorisation form, that the Customer owns the number, that the number is active (i.e. the previous operator has been paid) and that cancellation takes place after the porting date has been specified. A fee is payable upon the submission of the porting authorisation form. 5 PORTING OUT 5.1 All of Cellip s Swedish numbers can be ported out, but foreign telephone numbers that Cellip provides cannot be ported out to another operator. 6 HARDWARE WITH AUTOMATIC CONNECTION TO CELLIP 6.1 In certain cases, equipment purchased from Cellip may be locked to Cellip. In such cases Cellip offers Customers the option of unlocking the hardware for a payment as per Cellip s prevailing applicable price list. Such unlocking of hardware, however, means that the Customer is no longer entitled to support from Cellip for the hardware in question. Page 12 of 12