AXIATEL General Terms and Conditions of Conference Call service Consumer Service

Transcription

1 AXIATEL General Terms and Conditions of Conference Call service Consumer Service Article 1: PREAMBLE. 1. As an integral part of the Contract Documents these Terms and Conditions set out the rights and obligations of the Parties about the provision of Service by AXIATEL, whose head office is located at Boulevard de Verdun Courbevoie cedex and registered to the French Trade and Companies of Nanterre under number B These General Terms & Conditions also set out the rights and obligations of the Parties about the Service and the use of said Service by the Customer. It is specified that the Customer agrees to use this Service only for private and/or personal purposes, excluding any business activity. 2. This service herein is defined and specified in the Order Summary. "Services" refers to all services of Axiatel. Using the Service implies acceptance of the Contract Documents related to this Service. Axiatel reserves the right to use your personal data you have disclosed when registering (whether the inscription has been completed or not) to contact you (by , by mail, phone, etc.) in order to help you, if case arises to finalise the registration process. Publishing Director: Sacha Doliner Publishing Director : Sacha Doliner Article 2: SERVICE PROVIDED. 1. In accordance with article of the French Civil Code, the Customer acknowledges that following informations has been made available on the website: -Terms of the contract applicable to the Service, it is specified that the Customer may keep and/or reproduce them; ; - the various steps to bind this contract and the Contract Documents; - the possibility to identify and correct any data entry mistakes,before biding the contract. 2. Moreover, the Customer the Customer admits having taken knowledge of: the essential features of the Service; - all the information on AXIATEL; - the terms of payment and service provision; - the absence of any right of withdrawal, given the particular nature of the Service; - the validity duration of the offer as well as its price; - the cost of using a remote communication technology, when it is not calculated with reference to the basic rate - of the date of the service activation, set at a maximum 60-minute span after reception of AXIATEL' confirming the Order Summary. - the minimum duration of the Service offered. 3. The Customer is informed that this information shall be confirmed by AXIATEL upon its acceptance of the Customer's order summary by . Article 3: ACCEPTANCE.

2 1. The Customer acknowledges that, prior to confirming the order summary, he has read the present General Conditions. 2. The Customer expressly acknowledges that its using the Service means that he accepts these General Conditions and Contractual Documents. 3 It is expressly acknowledged that, by confirming the Order Summary, the Customer expressly and fully agrees to the terms of all the Contract Documents. 4. Acceptance by the Customer of these General Conditions and confirmation of the Order Summary relating to the Service selected by the Customer are irrevocable from the time of the aforesaid confirmation. 5. These General Conditions cancel and replace all exchanges and any communication that may have taken place between the parties prior to the confirmation of the Order Summary relating to the Service selected by the Customer. 6. Subject to receiving a complete Order Summary, AXIATEL undertakes to confirm receipt of this within a 60-minutes time span. Article 4: DEFINITIONS. 1. The terms listed below shall have the following definitions for the Parties: - AXIATEL: the provider of the Service which is the object of these Contract Documents. - Customer: the physical person who is provided with and uses the Service. - Parties: refers collectively to AXIATEL and the Customer. - Service: all the services defined in the Special Conditions section. Article 5: COMING INTO FORCE. 1. The Contract Documents shall come into force from the time the Customer confirms the Order Summary, with the aforesaid confirmation entailing their irrevocable acceptance of these General Conditions. 2. The Service may only come into force after the Service has been signed up for online, the Customer's bank has accepted the card payment, and AXIATEL's acceptance of the Customer's sign up application. The Customer shall be notified of this by . Article 6: TERM AND DURATION. 1. Unless specific changes related to the Pricing Conditions, the Contract Documents remain applicable during the whole duration of the Service's use. 2. At the end of this initial period and unless either of the parties terminates the contract by sending the other party a registered letter with confirmation of receipt at least 3 months before the anniversary date of the Order Summary confirmation, the Service and Contract Documents shall be renewed by a successive 12- month period. 3. The 30-day free trial offer is limited to one per service subscription. Article 7: CONTRACT DOCUMENTS. 1. The contractual relationship between AXIATEL and the Customer is governed by the following Contract

3 Documents, presented in descending hierarchical order : The Order Summary, The following documents, endorsed when the order is placed, and in particular: - The Service description, - The Service pricing conditions and rates, - These General Conditions. 2. In the event of a contradiction between two or more provisions appearing in any of the above Contract Documents, the higher-ranked document shall prevail. 3. If applicable, any changes made to the provisions of the Contractual Documents and any changes relating to the selection of the Service imply acceptance by AXIATEL of the order confirmed by the Customer. 4. Should the contractual relationship be terminated, the Customer shall be responsible for saving and storing all messages and recordings, and this is to be done before the termination date of the aforesaid relationship. Article 8: AXIATEL'S SERVICE. 1. AXIATEL makes the AXIATEL Service available for its Customers on its website (along with other websites that also belong to and are managed by AXIATEL). 2. This Service, for which the technical specifications are set out on the website includes, without limitation, a number of remote conference call that allows conference calls, to invite one or more people at these conferences for an indefinite period, since the online interface or a mail box and customization service. 3. The Customer acknowledges that, before confirming the order summary, he has read all information related to the Service and all its features and elements. 4. At this time, the Customer has been able to assess to the Service and its features as a whole, and check that the aforesaid Service meets its needs. AXIATEL may not be held responsible even if the Customer considers that the Service, selected by him under its sole control, direction and responsibility, fails to meet its needs. 5. The Customer expressly acknolwedges that all the Services for which he has signed up are independent of each other, so that he may not claim any indivisibility regarding the company's Services, each of the aforesaid Services being governed by certain General and Specific Conditions. 6. The Customer accepts sole responsibility for using the Service, noting that AXIATEL shall accept no criminal or civil liability in connection with the Customer's use of the Service, and this in accordance with the provisions of the French Post and Electronic Communications Code and the regulations in force in the field. 7. After having read these Contract Documents, the Customer confirms his order, which he may edit and/or save. Article 9: ACTIVATION AND USE OF THE SERVICE.

4 1. The Service is activated according to the conditions of the article 'Coming into Force', after AXIATEL has accepted the Customer's application to sign up and within 60 minutes after AXIATEL has given notification of its acceptance to the Customer's order by The Customer is considered solely responsible for the content of transmissions (communications, sms, s...) made??via the Service. 3. AXIATEL may not be held responsible for the content transferred via its Service. This latter act as a simple provider of a means for transmitting information. 4. In the event of fraudulent or illegal use of the Service, AXIATEL reserves the right to send a report to competent authorities. 5. Distributing unsolicited advertisements by sms is prohibited, and the Customer has sole responsibility for any such breach of the regulations in force. AXIATEL reserves the right to take all possible legal recourse to prevent the distribution and reception of unsolicited advertisements by sms. 6. Via the Service, the Customer may be informed of or take part in promotions made by companies presenting their products and services. AXIATEL may not be held responsible for any of its partners' activity or promotion including delivery and payment for goods and services, and any other communication or action occurring between the Customer and third parties. 7. The change in Service number is charged and will be invoiced Axiatel can require from client to provide documents for proving his identity(id card or passport copy, certificate of incorporation, credit card copy...). Axiatel reserves the right to interrupt temporarily or permanently the service availability. Article 10: SERVICE PROVISION. 1. The Customer acknowledges that AXIATEL cannot guarantee a continuous, uninterrupted Service provision, given the features of this latter and the Electronic Communication/Telecom resources that it requires, the accessibility of the aforesaid Service being in no way the responsibility of AXIATEL, particularly in terms of technical responsibility. 2. However, the Customer acknowledges that he has been informed of the existing back-up and emergency solutions implemented by AXIATEL in order to provide him with the best possible Service provision, as well as with the best possible accessibility to the equipment which AXIATEL makes use for the Service provision. 3. AXIATEL reserves the right, on a limited and temporary basis, to suspend the Service provision for maintenance reasons. In this case, AXIATEL shall inform the Customer by , providing an 8-day notice, and the duration of the suspension shall not exceed the duration of maintenance operations. Article 11: CUSTOMER INTERFACE AND STORAGE OF MESSAGES. 1. For the entire duration of the relationship between the parties, AXIATEL provides the Customer with an interface and an extranet account which are accessible by inserting a login and a password chosen by the Customer at the time of ordering. 2. The Customer undertakes to regularly check their interface and account, where are to be found the invoices issued by AXIATEL. The information and data appearing in the Customer's account and stored by

5 AXIATEL shall be deemed as proof by the Parties. 3. AXIATEL shall store messages, statistical reports and recordings appearing in the Customer's account, for a period of one year, the period being calculated starting from the date the corresponding telephone conference takes place. The parties agree that statistical reports and recordings erased by the Customer are not kept by AXIATEL. 4. The Customer is responsible for checking whether invitations ( s or sms) have been successfully sent or whether a transmission failure has occurred. 5. The Customer's requests to send scheduled invitations shall be sent in a rapid and timely manner after reception by AXIATEL (within a maximum time span of 60 minutes) and as soon as they are received in case transmission requests are scheduled and/or sent via the Customer's extranet account. 6. The Customer acknowledges that AXIATEL shall not be held responsible for any message and/or other communication kept or transmitted by the Service being deleted or not successfully stored, in case of an accidental and unforeseeable system failure or process error. Article 12: FINANCIAL CONDITIONS. 1. The prices set out in the Pricing Conditions exclude VAT rate. 2. Invoices issued by AXIATEL can be viewed via the Customer's account and are issued on a monthly basis from the time AXIATEL accepts the Customer's Order Confirmation, with the exception of single payments made once for the entire year of subscription, for which a sole invoice for the pack is issued on a yearly basis, and an incidental bill for outbound transmissions which are not included in the pack is issued on a monthly basis. The first invoice corresponds to the pack selected by the Customer, and the following bills concern outbound transmissions not included in the subscription fee in relation to the pack that is selected by the Customer. 3. Invoices are payable on date issued by direct charge from the Customer's credit card. 4. In the event of any total or partial failure to pay by the date stated on AXIATEL's bills, in accordance with the regulations in force, the Customer incurs moratory interest equal to three times the legal interest rate, without prejudice to AXIATEL's right to suspend access to and use of the Service until the amount due has been fully paid. 5. The Customer shall refrain from changing and/or postponing the payment deadlines shown on AXIATEL's bills. 6. At the end of the initial period, AXIATEL reserves the right to change prices or introduce new charges for access to or use of the Service. All changes shall be displayed by AXIATEL on the website and the Customer undertakes to regularly check pricing information in order to keep themselves informed of such changes. Should the Customer not accept these new rates, the old rates shall remain applicable. 7. The Customer shall remain liable for banking charges due to the chosen method of payment or to an incidental funds insufficiency in the Customer's account. 8. On the basis of the pack selected by the Customer, the latter benefits every month from a certain number of features and options which are included in the aforesaid pack. 9. The Customer can view in their personal interface their current credit balance and the remaining call

6 tranfer units, as well as the billing details and the incidental accumulated charges. To enter their personal interface, the Customer is asked to log in via Axialy's website The Customer undertakes to promptly notify AXIALYS of any change of account number, expiry date of the designated card for the service payment, and billing address; and, more generally, of any changes made to personal information provided when signing up and subscribing to the Service. 11. Any change of pack implies the confirmation of a new Order, which requires to be previously accepted by AXIATEL. 12. Should the Customer not terminate their trial subscription at the end of the free trial period, the Contract Documents shall come into force (30 days after the date the Order was accepted by AXIATEL) automatically, and the first bill is then issued on the first day following the expiry date of the trial period for the 12 & 24 month plans, while monthly plans will be billed at the beginning of the next month. 13. AXIATEL' promotional offers only apply to a set time span, which is specified for any pack that can be chosen by the Customer. The applicable rate beyond this period shall be the usual non-promotional rate that should have been applied at the time the Customer signed up for the Service. 14. A one-time charge of 1.75 will be collected during the first billing cycle. These costs correspond to the costs for identification and authentication of Axiatel business customers. This fee will be credited back upon request to our customer service, after having communicated the information. 15. In case of rejection of direct debit payment by the Clients bank, the rejection fee of 20 will be charged to the Client. Article 13: NUMBER ALLOCATION. 1. The Customer acknowledges that the number they are allocated for the use of the Service does not belong to them, and that the aforesaid number may be allocated to another customer in the event of termination of the contractual relationship, with no right to a compensation of any kind. Article 14: LIABILITY. 1. The parties expressly agree that AXIATEL shall fulfill its contractual obligations in accordance with the Consumer Code's provisions, which are applicable to the Service. 2. The Parties expressly agree that any conviction pronounced by any jurisdiction and/or authority in connection with the use of the Service and its content by the Customer is applied to sole Customer, with AXIALYS not being responsible in any way for the Customer's use of the Service provided. Article 15: LICENCE. 1. For the term of the Contract Documents, AXIATEL grants the Customer a non-exclusive, nontransferable right to personal use of the Service, according to conditions specific to the Service provided to the Customer and defined in the Special Conditions section. 2. All programs, services, processes, designs, software, technologies, trademarks, trading names, inventions and materials that make up the Service are the sole property of AXIATEL. 3.. The Customer shall refrain from hiring, sub-licencing or granting any rights to the Service utilisation against payment or free of charge, on a permanent or temporary basis.

7 Article 16: TERMINATION. 1. The Contract Documents are concluded for an indefinite period, they can be terminated by either Party at any time upon compliance with a notice period of one calendar month in addition to the full end of the month in which the termination is notified. The notification is done through the form of termination is in the client account under 'Edit Profile'. Service termination fees will apply in any case where a month's notice is not given when ending the service of either annual or biannual packages clients. The termination fee will be 30% of the next invoice amount. 1. Should AXIATEL fail to honour any of its contractual obligations, thirty (30) calendar days after an unheeded notice to AXIATEL to fulfill its obligations sent by registered letter with confirmation of receipt, the Customer may legally terminate the Contract Documents, without prejudice to any incidental right to damages. Moreover, if, in the thirty (30) days following the aforesaid period, the Customer has not started amicable proceedings and/or brought the case to the competent jurisdiction, they may be deemed to have waived their claim and action, as stated at the "Non-waiver" provision of this document. 2. Should the Customer fail to honour any of their contractual obligations, thirty (30) calendar days after an unheeded notice to the Customer to fulfill their obligations sent by registered letter with confirmation of receipt, AXIATEL may legally terminate the Contract Documents, without prejudice to any incidental right to damages. 3. Should this clause be brought to bear because of a fault of the Customer, the latter must pay AXIATEL for all the Services delivered and/or used until the date of contract termination, notwithstanding AXIATEL' right to request compensation for damages. 5. The cancellation form available in the client interface must be completed before the cancellation procedure can be implemented. If the client is still in trial period, the cancellation of the trial period will be immediate. If the client is no longer in trial period, the cancellation service will contact the client to schedule a cancellation date (in respect of paragraph 1). No cancellation of service will be done without prior contact with the cancellation service for validation and planning of the cancellation of Service. Article 17: INSURANCE. 1. AXIATEL declares that its business activities are insured by a reputable and reliable insurance company, based on the French territory. Article 18: FORCE MAJEURE. 1. The parties agree that, during the initial period of the Service provision, Force Majeure events shall cause the fulfillment of their mutual obligations to be suspended. 2. Should Force Majeure events last for more than one (1) month, the Contract Documents shall be terminated as of right, with no right to compensation of any kind for either of the parties. 3. Events considered as Force Majeure circumstances shall expressly be those usually considered as such by French courts and tribunals. 4. In all cases, according to the occurring Force Majeure event, the parties undertake to make all efforts to reduce the impact of the aforesaid circumstance on the execution and implementation of the Contract Documents, and shall keep each other informed of the actions taken.

8 Article 19: TRADEMARK. 1. The Customer undertakes not to use, infringe or refer to the company names or trademarks and logos of AXIATEL without its prior express authorisation in writing. Article 20: INDEPENDENCE OF THE PARTIES. 1. The Contract Documents are agreed upon between independent parties. None of their provisions may be interpreted as giving either party the power or mandate to act on behalf of the other party, or as constituting any kind of association or society between the parties. Article 21: SUB-CONTRACTING. 1. AXIATEL is entitled to sub-contract all or part of the practices and procedures that are necessary to provide its Service. In case of sub-contracting, AXIATEL remains bound to provide the Customer with the best possible Service or to refund them, should the sub-contractor fail to honour their obligations. Article 22: CONFIDENTIALITY. 1. The provisions of the Contractual Documents are confidential. 2. Each party undertakes to grant the same level of protection and confidentiality for all the documents, written materials and data disclosed by the other party as the one employed for their own documents, written materials and data. 3. The provisions of this article do not apply to documents, written material and data belonging to the public domain and/or specifically declared as non-confidential by either party. Article 23: CESSION. 1. The Contractual Documents may not be ceded, in full or in part, by either party without the consent of the other. Article 24: INTERPRETATION. 1. The provisions of the Contractual Documents are to be interpreted in relation to each other, in the interest of the parties. Article 25: TITLES AND CLAUSES 1. In case of difficulty in interpreting any of the titles of the clauses and/or one of the titles and one of the clauses relating to it, the parties agree to declare the titles non-existent. Article 26: COMPLETENESS. 1. The provisions of the Contract Documents express all the parties' respective obligations in their entirety. 2. No other obligation may be incorporated into the Contract Documents without an additional clause agreed upon by the approved representatives of each of the parties.

9 Article 27: VALIDITY. 1. The parties expressly agree that, should one of the provisions of the Contract Documents be declared void or inapplicable following to a final court ruling or a legal or regulatory change, such event shall not affect the other provisions of the Contract Documents. 2. In this case, the parties agree to meet in order to asess the consequences of such event, with regard to their respective obligations and the object of the Contract Documents,to make it so that their relationship can be pursued. Article 28: NON-WAIVER. 1. The parties expressly agree that the fact of not invoking a failure to meet a contractual obligation does not mean that they waive their right to invoke it in the future. Article 29: LANGUAGE. 1. The parties expressly agree that the Contract Documents are written in the English language. Article 30: LAW. 1. The Contract Documents i are governed n their entirety by the French law. Article 31: LEGAL CHANGES. 1. The Customer is informed that the Service may be subject to changes and developments, including in terms of pricing, should any legal and regulatory changes occur during the term of duration of the Contract Documents. These changes shall apply to the Service under the conditions endorsed for the aforesaid changes. Article 32: COMPUTING AND FREEDOM. 1. The Customer has sole responsibility for respecting the 'Computing, Files and Freedom' law of 4 January 1978 and any changes made to this law while the Service is being used. Should the Customer not act in line with such legal provision, AXIATEL may not be held responsible in any way for its Customer's actions. 2. Customer's personal data are used to sign them up and enable them to fully employ the Service, to contact them and to inform them of AXIATEL's and its partners' offers and services, in accordance with the regulations on information confidentiality in force. 3. By signing up for the Service, the Customer undertakes to supply information about themselves, which is truthful to the best of their knowledge. Communicating false information is against the requirements set out by these General Conditions and may lead to the suspension and/or termination of the Service. 4. In accordance with the 'Computing and Freedom' law, a declaration has been made by AXIALYS to the CNIL on the subject of gathering and processing information. 5. AXIATEL is the sole holder of information on the Customer. Only AXIATEL and its partners may send you information as part of specific, incidental promotional operations. These partners are selected by AXIATEL and are publicly recognised for the quality of their products and services.

10 Article 33: UNFORESEEABLE CIRCUMSTANCES. 1. During the duration term of the Contract Documents, should economic circumstances change, in relation to the circumstances that were to be found at the time the Service was activated, independently of the intervention of the Parties and excluding Force Majeure events, the Parties agree that the Service may be temporarily suspended, with the Parties undertaking to meet in order to assess such new economic circumstances and study their consequences on the Service and its continued provision. Article 34: DOMICILE. 1. The parties elect domicile at their respective head office and home addresses. 2. In case of a change of the head office or home address, each party undertakes to notify the other by registered letter with request for confirmation of receipt at least one (1) month before the date on which the change becomes effective. Article 35: PROOF AND NOTIFICATION. 1. When providing notification of any news or change of the Service conditions, AXIATEL shall do so by , by displaying it on its website in the Customer's account or by sending a registered letter with request for confirmation or receipt, written on paper. 2. When providing any kind of notification, the Customer shall do so by registered letter with request for confirmation of receipt, written on paper, sent to AXIATEL's head office. 3. The parties expressly agree that the documents in electronic and/or digital format and information and data kept by Axiatel for the Customer's account can be accessible on the website shall be deemed as proof by them. Article 36: AMICABLE PROCEEDINGS. 1. In case of difficulties in executing and/or interpreting the Contract Documents, and prior to bringing the case before the competent jurisdictions, the parties agree to attempt to reach an amicable arrangement. 2. In case a more satisfactory agreement cannot be reached, the parties must meet at the request of the most diligent party within a period of no more than fifteen (15) days from the time the meeting is requested. 3. In this context, the parties shall draw up an agenda for this meeting, and for any incidental subsequent meeting, in order to put an end to their dispute. 4. If an agreement is reached, the parties shall sign a confidential memorandum of understanding and/or an additional clause to the Contract Documents. 5. If the parties do not reach an agreement, each one shall be entitled again to total freedom of action. Article 37: ASSIGNMENT OF COMPETENCE. 1. In case of difficulties in executing and/or interpreting the Contract Documents, and after amicable proceedings have failed, the competent court is appointed in accordance with the provisions of article 46 of the civil procedure code.

11 Article 38: PORTABILITY. 1. The client declares that they are aware that the portability of one or more of their telephone lines will cut all services associated with the original line(s) ported. In the event of termination of the client's existing carrier services experinced, Axiatel will not be held responsible. 2. Any cancellation of portability by the customer will be charged in full from the time where portability has been accepted by the operator and the customer has received a provisional date for portability, and thereafter. In case of cancellation, the compensation payable will be equal to 100% of actual costs of portability, even in the case of portability offered for promotional purposes. AXIATEL General Terms and Conditions of Conference Call service Business Service? Top of Page Article 1: FOREWORD. 1.These General Conditions, an integral part of the Contract Documents, set out the rights and obligations of the parties concerning the AXIATEL provision, whose head office is located at Boulevard de Verdun Courbevoie CEDEX, and registered under number at the RCS in Nanterre, of the Service and use of the aforesaid Service by the Customer. The Customer agrees to only use the Service in direct connection with their business activity. 2. This service herein is defined and specified in the Order Summary. "Services" refers to all services of Axiatel. Using the Service implies acceptance of the Contract Documents related to this Service. Axiatel reserves the right to use your personal data you have disclosed when registering (whether the inscription has been completed or not) to contact you (by , by mail, phone, etc.) in order to help you, if case arises to finalise the registration process. Publishing Director: Sacha Doliner Article 2 : ACCEPTANCE. 1. The Customer acknowledges that, prior to confirming the order summary, he has read the present General Conditions. 2. The Customer expressly acknowledges that its using the Service means that he accepts these General Conditions and Contractual Documents. 3. The parties expressly acknowledge that confirmation of the Order Summary given by any of the Customer's representatives constitutes express and full acceptance of the Contractu Documents as a whole. 4. Acceptance by the Customer of these General Conditions and confirmation of the Order Summary for the Service selected by the Customer are irrevocable from the time the aforesaid confirmation is given by AXIALYS. 5. These General Conditions cancel and replace all exchanges and communications that may have taken place between the parties prior to the confirmation of the Order Summary relating to the Service selected by the Customer. Article 3: DEFINITIONS.

12 1. The terms listed below shall have the following definitions for the Parties: - AXIATEL: provider of the Service which is the object of the Contract Documents. - Customer: the physical person being provided with and using the Service. - Parties: refers collectively to AXIATEL and to the Customer. - Service: all the services set out and defined in the Order Summary. Article 4: COMING INTO FORCE. 1. The Contract Documents shall come into force when the Customer confirms the Order Summary, with aforesaid confirmation entailing its irrevocable acceptance of these General Conditions. 2. Moreover, the use of the Service by the Customer constitutes acceptance of the Contract Documents for the provision of the aforesaid Service. 3. The Service may only come into force after the Service has been signed up for online, the Customer's bank has authorized the payment via credit card, and AXIATEL has accepted the Customer's application to sign up. The Customer shall be notified of their Service activation by . Article 5: TERM and DURATION. 1. Unless specific changes related to the Pricing Conditions, the Contract Documents remain applicable during the whole duration of the Service's use. 2. At the end of this initial period and unless either of the parties terminates the contract by sending the other party a registered letter with confirmation of receipt at least 3 months before the anniversary date of the Order Summary confirmation, the Service and Contract Documents shall be renewed by a successive 12- month period. 3. The 30-day free trial offer is limited to one per service subscription. Article 6: CONTRACT DOCUMENTS. 1. The contractual relationship between AXIATEL and the Customer is governed by the following Contract Documents, presented in descending hierarchical order : The Order Summary, The following documents, endorsed when the order is placed, and in particular: - The Service description, - The Service pricing conditions and rates, - These General Conditions. 2. In the event of a contradiction between two or more provisions appearing in any of the above Contract Documents, the higher-ranked document shall prevail. 3. If applicable, any changes made to the provisions of the Contract Documents and any modification brought to the Service chosen by the Customer imply acceptance by AXIATEL of the Order confirmed by the Customer.

13 4. Should the contractual relationship be terminated, it belongs to the Customer's responsibility to save and store all messages, statistical reports and recordings that were stored in their extranet account, and this is to be done before the termination date of the aforesaid relationship. Article 7: AXIATEL'S SERVICE. 1. AXIATEL makes the AXIATEL's Service available on its website (along with other websites that also belong to and are managed by AXIATEL). 2. This Service, for which the technical specifications are set out on the website includes, without limitation, a number of remote conference call that allows conference calls, to invite one or more people at these conferences for an indefinite period, since the online interface or a mail box and customization service. 3. The Customer acknowledges that, before confirming the order summary, he has read all information related to the Service and all its features and elements. 4. At this time, the Customer has been able to assess to the Service and its features as a whole, and check that the aforesaid Service meets its needs. AXIATEL may not be held responsible even if the Customer considers that the Service, selected by him under its sole control, direction and responsibility, fails to meet its needs. 5. The Customer expressly acknolwedges that all the Services for which he has signed up are independent of each other, so that he may not claim any indivisibility regarding the company's Services, each of the aforesaid Services being governed by certain General and Specific Conditions. 6. The Customer accepts sole responsibility for using the Service, noting that AXIATEL shall accept no criminal or civil liability in connection with the Customer's use of the Service, and this in accordance with the provisions of the French Post and Electronic Communications Code and the regulations in force in the field. 7.Following the reading of Contract Documents, the Customer confirms its order, this one can be edited and/or saved. Article 8: ACTIVATION AND USE OF THE SERVICE. 1. The Service is activated according to the conditions of the article 'Coming into Force', after AXIATEL has accepted the Customer's application to sign up and within 60 minutes after AXIATEL has given notification of its acceptance to the Customer's order by The Customer is considered solely responsible for the content of transmissions (sms, s...) made??via the Service. 3. AXIATEL may not be held responsible for the content transferred via its Service. This latter act as a simple provider of a means for transmitting information. 4. In the event of fraudulent or illegal use of the Service, AXIATEL reserves the right to send a report to competent authorities.

14 5. Distributing unsolicited advertisements by sms is prohibited, and the Customer is held as the sole responsible for any such breach of the regulations in force. AXIATEL reserves the right to take any possible legal recourse to prevent the distribution and reception of unsolicited advertisements by sms. 6. Via the Service, the Customer may be informed of or take part in promotions made by companies presenting their products and services. AXIATEL may not be held responsible for any of its partners' activity or promotion including delivery and payment for goods and services, and any other communication or action occurring between the Customer and third parties. 7. The change in Service number is charged and will be invoiced Axiatel can require from client to provide documents for proving his identity(id card or passport copy, certificate of incorporation, credit card copy...). Axiatel reserves the right to interrupt temporarily or permanently the service availability. Article 9: SERVICE PROVISION. 1. The Customer acknowledges that AXIATEL cannot guarantee a continuous, uninterrupted Service provision, given the features of this latter and the Electronic Communication/Telecom resources that it requires, the accessibility of the aforesaid Service being in no way the responsibility of AXIATEL, particularly in terms of technical responsibility. 2. However, the Customer acknowledges that he has been informed of the existing back-up and emergency solutions implemented by AXIATEL in order to provide him with the best possible Service provision, as well as with the best possible accessibility to the equipment which AXIATEL makes use for the Service provision. 3. AXIATEL reserves the right, on a limited and temporary basis, to suspend the Service provision for maintenance reasons. In this case, AXIATEL shall inform the Customer by , providing an 8-day notice, and the duration of the suspension shall not exceed the duration of maintenance operations. Article 11: CUSTOMER INTERFACE AND STORAGE OF MESSAGES. 1. For the entire duration of the relationship between the parties, AXIATEL provides the Customer with an interface and an extranet account which are accessible by inserting a login and a password chosen by the Customer at the time of ordering. 2. The Customer undertakes to regularly check their interface and account, where are to be found the invoices issued by AXIATEL. The information and data appearing in the Customer's account and stored by AXIATEL shall be deemed as proof by the Parties. 3. AXIATEL shall store messages, statistical reports and recordings appearing in the Customer's account, for a period of one year, the period being calculated starting from the date the corresponding telephone conference takes place. The parties agree that statistical reports and recordings erased by the Customer are not kept by AXIATEL. 4. The Customer is responsible for checking whether invitations ( s or sms) have been successfully sent or whether a transmission failure has occurred.

15 5. The Customer's requests to send scheduled invitations shall be sent in a rapid and timely manner after reception by AXIATEL (within a maximum time span of 60 minutes) and as soon as they are received in case transmission requests are scheduled and/or sent via the Customer's extranet account. 6. The Customer acknowledges that AXIATEL can not be be held responsible for any message and/or other communication kept or transmitted by the Service being deleted or not successfully stored, in case of an accidental and unforeseeable system failure or process error. Article 11: FINANCIAL CONDITIONS. 1. The prices set out in the Pricing Conditions exclude VAT rates. 2. Invoices issued by AXIATEL can be viewed via the Customer's account and are issued on a monthly basis from the time AXIATEL accepts the Customer's Order Confirmation, with the exception of single payments made once for the entire year of subscription, for which a sole invoice for the pack is issued on a yearly basis, and an incidental bill for outbound transmissions which are not included in the pack is issued on a monthly basis. 3. Invoices are payable on date issued by direct charge from the Customer's credit card. 4. In the event of any total or partial failure to pay by the date stated on AXIATEL's bills, in accordance with the regulations in force, the Customer incurs moratory interest equal to three times the legal interest rate, without prejudice to AXIATEL's right to suspend access to and use of the Service until the amount due has been fully paid. 5. The Customer shall refrain from changing and/or postponing the payment deadlines shown on AXIATEL's bills. 6. At the end of the initial period, AXIATEL reserves the right to change prices or introduce new charges for access to or use of the Service. All changes shall be displayed by AXIATEL on the website and the Customer undertakes to regularly check pricing information in order to keep themselves informed of such changes. Should the Customer not accept these new rates, the old rates shall remain applicable. 7. The Customer shall remain liable for banking charges due to the chosen method of payment or to an incidental funds insufficiency in the Customer's account. 8. On the basis of the selected pack, the Customer benefits every month from a certain number of features and options, which are included in the aforesaid pack. 9. The Customer can view in their personal interface their current credit balance and the remaining call tranfer units, as well as the billing details and the incidental accumulated charges. To enter their personal interface, the Customer is asked to log in via Axialy's website The Customer undertakes to promptly notify AXIATEL of any change of account number, expiry date of the credit card registered for the payment, as well as billing address; and, more generally, of any changes made to the personal details provided when signing up and subscribing to the Service. 11. Any change of pack implies the confirmation of a new Order, which requires to be previously accepted by AXIATEL. 12. Should the Customer not terminate their trial subscription at the end of the free trial period, the Contract

16 Documents shall come into force (30 days after the date the Order was accepted by AXIATEL) automatically, and the first bill is then issued on the first day following the expiry date of the trial period for the 12 & 24 month plans, while monthly plans will be billed at the beginning of the next month. 13. AXIATEL' promotional offers only apply to a set time span, which is specified for any pack that can be chosen by the Customer. The applicable rate beyond this period shall be the usual non-promotional rate that should have been applied at the time the Customer signed up for the Service. 14. A one-time charge of 1.75 will be collected during the first billing cycle. These costs correspond to the costs for identification and authentication of Axiatel business customers. This fee will be credited back upon request to our customer service, after having communicated the information. 15. In case of rejection of direct debit payment by the Clients bank, the rejection fee of 20 will be charged to the Client. Article 12: NUMBER ALLOCATION. 1. The Customer acknowledges that the number they are allocated for the use of the Service does not belong to them and that the aforesaid number may be allocated to another customer in the event of termination of the contractual relationship, with no right to compensation of any kind. Article 13: LIABILITY 1. The parties expressly agree that AXIATEL shall fulfill its contractual obligations in accordance with the provisions of the Contract Documents, in the context of a best efforts undertaking, in providing the Service by employing the best practices and respecting the regulations in force in the field and by always keepign upto-date its know-how. 2. Assuming responsibility for one or other of the Parties become engaged, it is mutually agreed that only give rise to any direct compensation and damages that are not giving right to compensation, including loss of profit, loss of revenue, finance charges, data destruction, damage the brand image Moreover, the Parties agree that the right to compensation of each of the Parties is limited, whatever the due sum, to the total amount of the fees paid by the Customer during the last twelve months, prior to the event that brought prejudice to the Service provision or use and for which one of the Parties is being held liable. 4. The Parties expressly agree that any conviction pronounced by any jurisdiction and/or authority in connection with use of the Service and its content made by the Customer remains the sole responsibility of the latter. Article 14: LICENCE. 1. For the entire duration of the Contract Documents, AXIATEL grants the Customer a non-exclusive, nontransferable right to a personal use of the Service, according to the conditions chosen by the Customer when confirming the Order Summary. 2. All programs, services, processes, designs, software, technologies, trademarks, trading names, inventions and materials that make up the Service are the sole property of AXIATEL. 3.. The Customer shall refrain from hiring, sub-licencing or granting any rights to the Service utilisation against payment or free of charge, on a permanent or temporary basis.

17 Article 15: TERMINATION. // 1.The Contract Documents are concluded for an indefinite period, they can be terminated by either Party at any time, subject to compliance with a notice period of a full calendar month in addition to the full end of the month which the termination is notified. The notification is done through the form of termination which can be found in the client's account under 'Edit Profile'. Service termination fees will apply in any case where a month's notice is not given when ending the service of either annual or biannual packages clients. The termination fee will be 30% of the next invoice amount. 1. Should AXIATEL fail to honour any of its contractual obligations, thirty (30) calendar days after an unheeded notice to AXIATEL to fulfill its obligations sent by registered letter with confirmation of receipt, the Customer may legally terminate the Contract Documents, without prejudice to any incidental right to damages. Moreover, if, in the thirty (30) days following the aforesaid period, the Customer has not started amicable proceedings and/or brought the case to the competent jurisdiction, they may be deemed to have waived their claim and action, as stated at the "Non-waiver" provision of this document. 2. Should the Customer fail to honour any of their contractual obligations, thirty (30) calendar days after an unheeded notice to the Customer to fulfill their obligations sent by registered letter with confirmation of receipt, AXIATEL may legally terminate the Contract Documents, without prejudice to any incidental right to damages. 3. Should this clause be brought to bear because of a fault of the Customer, the latter must pay AXIATEL for all the Services delivered and/or used until the date of contract termination, notwithstanding AXIATEL' right to request compensation for damages. 5. The cancellation form available in the client interface must be completed before the cancellation procedure can be implemented. If the client is still in trial period, the cancellation of the trial period will be immediate. If the client is no longer in trial period, the cancellation service will contact the client to schedule a cancellation date (in respect of paragraph 1). No cancellation of service will be done without prior contact with the cancellation service for validation and planning of the cancellation of Service. Article 16: INSURANCE. 1. The parties declare that their respective business activities are insured by a reputable and reliable insurance company, based on French and/or British territory. Article 17 : FORCE MAJEURE. 1. The parties agree that, during the initial period of the Service provision, Force Majeure events shall cause the fulfillment of their mutual obligations to be suspended. 2. Should Force Majeure events last for more than one (1) month, the Contract Documents shall be terminated as of right, with no right to compensation of any kind for either of the parties. 3. Events considered as Force Majeure circumstances shall expressly be those usually considered as such by French courts and tribunals.

18 4. In all cases, according to the occurring Force Majeure event, the parties undertake to make all possible efforts to reduce the impact of the aforesaid event on the implementation and execution of the Contract Documents, and shall keep each other informed of the actions taken. Article 18: TRADEMARK and BRAND. 1. The Customer undertakes not to use, infringe or refer to the company names or trademarks and logos of AXIATEL without its prior express authorisation in writing. 2.The Customer authorises AXIATEL to state their company name as a business reference for the duration of the Contract Documents. Article 19: INDEPENDENCE OF THE PARTIES. 1. The Contract Documents are agreed upon between independent parties. None of their provisions may be interpreted as giving either party the power or mandate to act on behalf of the other party, or as constituting any kind of association or society between the parties. Article 20: SUB-CONTRACTING. 1. AXIATEL is entitled to sub-contract all or part of the practices and procedures that are necessary to provide its Service. In case of sub-contracting, AXIATEL remains bound to provide the Customer with the best possible Service or to refund them, should the sub-contractor fail to honour their obligations. Article 21: CONFIDENTIALITY. 1. The provisions of the Contractual Documents are confidential. 2. Each party undertakes to grant the same level of protection and confidentiality to the documents, written materials and data disclosed by the other party as that of their own documents, written materials and data. 3. The provisions of this article do not apply to documents, written material and data belonging to the public domain and/or specifically declared as non-confidential by either party. Article 22: CESSION. 1. The Contractual Documents may not be ceded, in full or in part, by either party without the consent of the other. Article 23: INTERPRETATION. 1. The provisions of the Contractual Documents are to be interpreted in relation to each other, in the interest of the parties. Article 24: TITLES AND CLAUSES. 1. In case of difficulty in interpreting any of the titles of the clauses and/or one of the titles and one of the clauses relating to it, the parties agree to declare the titles non-existent. Article 25: COMPLETENESS.

19 1. The provisions of the Contract Documents express all the parties' respective obligations in their entirety. 2. No other obligation may be incorporated into the Contract Documents without an additional clause agreed upon by the approved representatives of each of the parties. Article 26: VALIDITY. 1. The parties expressly agree that, should one of the provisions of the Contract Documents be declared void or inapplicable following to a final court ruling or a legal or regulatory change, such event shall not affect the other provisions of the Contract Documents. 2. In this case, the parties agree to meet in order to asess the consequences of such event, with regard to their respective obligations and the object of the Contract Documents,to make it so that their relationship can be pursued. Article 27: NON-WAIVER. 1. The parties expressly agree that the fact of not invoking a failure to meet a contractual obligation does not mean that they waive their right to invoke it in the future. Article 28: LANGUAGE. 1. The parties expressly agree that the Contract Documents are written in the English language. Article 29: LAW. 1. The Contract Documents i are governed n their entirety by the French law. Article 30: LEGAL CHANGES. 1. The Customer is informed that the Service may be subject to changes and developments, including in terms of pricing, should any legal and regulatory changes occur during the term of duration of the Contract Documents. These changes shall apply to the Service under the conditions endorsed for the aforesaid changes. Article 31: COMPUTING AND FREEDOM. 1. The Customer has sole responsibility for respecting the 'Computing, Files and Freedom' law of 4 January 1978 and any changes made to this law while the Service is being used. Should the Customer not act in line with such legal provision, AXIATEL may not be held responsible in any way for its Customer's actions. 2. Customer's personal data are used to sign them up and enable them to fully employ the Service, to contact them and to inform them of AXIATEL's and its partners' offers and services, in accordance with the regulations on information confidentiality in force. 3. By signing up for the Service, the Customer undertakes to supply information about themselves, which is truthful to the best of their knowledge. Communicating false information is against the requirements set out by these General Conditions and may lead to the suspension and/or termination of the Service.

20 4. In accordance with the 'Computing and Freedom' law, a declaration has been made by AXIALYS to the CNIL on the subject of gathering and processing information. 5. AXIATEL is the sole holder of information on the Customer. Only AXIATEL and its partners may send them information as part of specific and incidental promotional operations. These partners are selected by AXIATEL and are publicly recognised for the quality of their products and services. Article 32: UNFORESEEABLE CIRCUMSTANCES. 1. During the duration term of the Contract Documents, should economic circumstances change, in relation to the circumstances that were to be found at the time the Service was activated, independently of the intervention of the Parties and excluding Force Majeure events, the Parties agree that the Service may be temporarily suspended, with the Parties undertaking to meet in order to assess such new economic circumstances and study their consequences on the Service and its continued provision. Article 33: DOMICILE. 1. The parties elect domicile at their respective head offices. In case of a change of their head office address, each of the parties undertakes to notify the other by registered letter with request for confirmation of receipt at least one (1) month before the date the change comes into effect. Article 34: PROOF AND NOTIFICATION. 1. When providing notification of any news or change of the Service conditions, AXIATEL shall do so by , by displaying it on its website in the Customer's account or by sending a registered letter with request for confirmation or receipt, written on paper. 2. When providing any kind of notification, the Customer shall do so by registered letter with request for confirmation of receipt, written on paper, sent to AXIATEL's head office. 3. The parties expressly agree that the documents in electronic and/or digital format and information and data kept by Axiatel for the Customer's account can be accessible on the website shall be deemed as proof by them. Article 35: AMICABLE PROCEEDINGS. 1. In case of difficulties and/or misunderstandings in executing and/or interpreting the Contract Documents, and prior to bringing the case before the competent jurisdictions, the parties agree to attempt to reach an amicable arrangement by each appointing one of the members of their "top management". 2. In case a more satisfactory agreement cannot be reached, the representatives of the parties must meet at the request of the most diligent party within a period of no more than fifteen (15) days from the time the meeting request is made. 3. In this context, the parties shall draw up an agenda for this meeting, and for any incidental subsequent meeting, in order to put an end to their dispute. 4. If an agreement is reached, the parties shall sign a confidential memorandum of understanding and/or an additional clause to the Contract Documents.

21 5. If the parties do not reach an agreement, each one shall be entitled again to total freedom of action. Article 36: ASSIGNMENT OF COMPETENCE. 1. In case of difficulties / misunderstandings in executing and/or interpreting the contractual documents, and after amicable proceedings have failed, legal and jurisdictional competence is expressly assigned to the Tribunal of Commerce of Nanterre, notwithstanding in case of trials with multiple defendants or the introduction of third parties, as well as for urgent or preventive measures to be taken, application for summary proceedings, or appearance before the court by request. Article 36: PORTABILITY. 1. The client declares that they are aware that the portability of one or more of their telephone lines will cut all services associated with the original line(s) ported. In the event of termination of the client's existing carrier services experinced, Axiatel will not be held responsible. 2. Any cancellation of portability by the customer will be charged in full from the time where portability has been accepted by the operator and the customer has received a provisional date for portability, and thereafter. In case of cancellation, the compensation payable will be equal to 100% of actual costs of portability, even in the case of portability offered for promotional purposes.