AGREEMENT FOR PURPLE NUMBERS SERVICES
XeoTel Limited, whose registered at 604, Tower A, New Trade Plaza, 6 On Ping St., Shatin, N.T.,Hong Kong, Registration No. 2196079, hereinafter referred to as «PROVIDER» and YOU as an individual or a legal entity hereinafter referred to as «CUSTOMER», collectively referred to as "the Parties"
WHEREAS: PROVIDER agrees to provide a service to you upon the terms and conditions of this agreement enabling Callers to dial Premium Rate Numbers. CUSTOMER accept the terms and conditions of this agreement by activation of the numbers in PROVIDER's system at www.purple-numbers.com. It is agreed as follows:
Interpretation: The following provisions shall have effect for the interpretation of this agreement, unless the context requires otherwise.
”Agreement” means an agreement entered into between PROVIDER and CUSTOMER, subject to the terms herein.
“Carrier” - a national or international telephone carrier or another supplier for telephone numbers and connections.
”Code of Conduct” - any code of any independent body approved for the supervision of telephone information services recognised by the different countries where the services are provided.
”Intellectual Property Rights” - vny patent, registered design, registered trade or service mark, copyright, design right, semiconductor topography right, know-how or any similar right exercisable in any part of the world including any application therefore.
”Numbers” - premium rate numbers allocated to CUSTOMER.
“Order Confirmation” - means PROVIDER’s confirmation on any future order from CUSTOMER.Both created electronically on the PROVIDER's web site (www.purple-numbers.com). Every order confirmation will become part of this Agreement.
”Rates” - payouts or fees specified in order confirmations where applicable.
“Secured e-mail address” is an encrypted or non-encrypted e-mail address where messages or documents can be sent to, binding CUSTOMER.
“Traffic” are the calls or SMS generated on the numbers PROVIDER provides to CUSTOMER.
Obligations of PROVIDER
PROVIDER shall forward incoming calls and/or SMS to CUSTOMER's equipment over IP (Voice over IP/SMPP) or terminate them on its equipment (as predefined by the CUSTOMER) and pay out the rates and in currency (USD/EUR/GBP) specified in the order confirmation based on PROVIDER's billing data and according with billing and payout terms predefined by the CUSTOMER. PROVIDER will provide statistical data about calls (including minutes) and SMS volumes, generated by PROVIDER’s system. PROVIDER will provide the CUSTOMER with username and password for logon to these statistics. All calls' durations in PROVIDER's system are rounded to 1 (One) second.
Obligations of CUSTOMER
CUSTOMER shall provide services to the callers using the numbers allocated in the order confirmations. CUSTOMER will pay PROVIDER’s bills within a time of 14 days (if chargeback is requested due to withhold amounts by carriers). The CUSTOMER shall be responsible for the quality and delivery of the content of the services and that these services comply with the National Telecommunications Legislation, a Code of Conduct (where applicable) and this agreement. The CUSTOMER shall provide all its actual contact details and set of documents (scan copies: corporate documents for legal entity and ID for individuals) to PROVIDER by filling out appropriate forms in the PROVIDER's system and uploading mentioned documents' copies, and keep them updated while uses the service. The CUSTOMER shall obtain all necessary approvals, permissions or authorisations for use of the numbers. The CUSTOMER shall neither acquire any right, title or interest in the numbers. The CUSTOMER shall inform PROVIDER about the services rendered. The CUSTOMER shall ensure that the services neither infringe any intellectual property right nor are defamatory. The CUSTOMER shall reimburse PROVIDER in full for any fines or charges incurred from any third party in connection with the CUSTOMERS’s failure to comply with the relevant rules and regulations issued by the relevant third party.
Rates and Payments
PROVIDER shall pay CUSTOMER in respect of calls to allocated numbers, according to the rates defined in the order confirmations and based on the invoices issued by PROVIDER's system. Payment will be made at the date set forth in the order confirmation. All rates mentioned are exclusive of value added tax. Setup costs, monthly fees, routing costs, chargebacks and other costs (if applicable) will be deducted from the monthly payment. If the payout is lower than the costs billed CUSTOMER agrees to pay the difference within 14 days after issue of the invoice. PROVIDER reserves the right to cut or delay the payout if there are chargebacks pending or foreseeable and to change the pricing and rates mentioned in this document or in annexes or confirmations upon 7 days after written notice. If retrospective price changes are implanted by the network provider that result in PROVIDER having effectively overpaid CUSTOMER, then PROVIDER reserves the right to deduct amounts from subsequent payouts to address the balance of payments overpaid during the period affected by the retrospective changes.
PROVIDER will not pay CUSTOMER for any traffic which is not paid by the carrier for any reason. PROVIDER will also not pay for any traffic where PROVIDER is received a dispute notification or any other type of a notice where it is stated that the traffic looks suspicious and/or may be disputed in the future and/or may not be paid, or PROVIDER itself can proof it to be fraudulent. If such traffic has been already paid to CUSTOMER by PROVIDER, PROVIDER will withhold an appropriate amount from subsequent payouts to CUSTOMER in case of sufficient CUSTOMER's account balance in PROVIDER's system. If there are not enough funds on CUSTOMER's account balance CUSTOMER has to pay back an appropriate amount to PROVIDER to cover PROVIDER's losses. For instances where this is possible, appropriate written documents will be produced by PROVIDER to support non-payments and withdrawals. As per PROVIDER's policy a fraudulent traffic includes, but is not limited to, traffic made with hacking any systems, tempering any hardware or software, using robo-calls or missed calls, any misconduct or generating traffic by any means mentioned above or arbitrage. As soon as PROVIDER is notified that the traffic is not paid and/or disputed or looks suspicious and/or may be disputed in the future and/or may not be paid it should inform CUSTOMER using available contact details.
Arbitrage, illegal Use of Numbers
In case of justified doubt of systematic commercial use of volatile margin building in international linkup markets (arbitrage) by the contracting party or a third party, CUSTOMER shall keep PROVIDER clear of any loss. CUSTOMER shall assume the sole responsibility against PROVIDER in regard of the legitimacy of such use. All inquiries, queries or complaints in connection with arbitrage will be forwarded from PROVIDER to CUSTOMER. CUSTOMER and not PROVIDER bears the responsibility of the correctness of the contents behind or the use of the numbers. In case of legal action with regard of a number provided by PROVIDER to CUSTOMER, CUSTOMER shall be part of such legal action and shall bear the risk as well as costs. CUSTOMER is responsible to provide the necessary documentation, like legally binding declarations about end clients, usage and CUSTOMER’s responsibility towards authorities and courts, if possible after previous approval from PROVIDER. If PROVIDER suspects a violation of the contract, especially of illegal use or arbitrage, it has the right to suspend all payments to CUSTOMER, even if PROVIDER has been paid by the carrier, until a legally binding or official decision is taken, which confirms the legality of CUSTOMER’s actions, or use of the numbers.
Term and Termination
This agreement shall commence from the date hereof and shall remain in force until either party submits a written notice of termination of at least 30 days in advance. Either party may terminate or suspend this agreement at any time by giving written notice to the other where either party has committed a breach of this agreement and fails to remedy such breach within 30 days of receipt of notice requiring to do so. PROVIDER may immediately terminate this agreement if there is adverse publicity against PROVIDER in connection with CUSTOMER’s services. Termination, suspension, or expiry of this agreement for any reason shall be without prejudice to any of each party’s respective rights and obligations accruing up to and including the date of such termination, suspension or expiry. Neither party shall be held to be in breach of its obligations under the agreement nor be liable to the other party for any loss or damage that may be suffered by the other party due to force majeure.
This agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all prior agreement, representations or understandings by either party whether oral or written.
Failure by either party to exercise or enforce any right conferred by the agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or any other right on any later occasion.
The service, its operation, its use and the results of such use shall be performed in a workmanlike manner. To the fullest extent permissible pursuant to applicable law, PROVIDER disclaims all warranties express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, in relation to the service, its use and the results of such use. Without limitations the foregoing, PROVIDER specifically disclaims any warranty (a) that the service will be uninterrupted or error-free, (b) that defects will be corrected, (c) that there are no viruses or other harmful components, (d) that the security methods will be sufficient regarding correctness, accuracy, or reliability.
Any notice, other document which may be given under the agreement shall be deemed to have been duly given if left at or sent by mail to the usual or last place of business of the recipient party. This is applicable also to notices, invoices or other documents sent to CUSTOMER’s secured e-mail address.
Intellectual Property Rights
The parties’ respective intellectual property rights shall remain the property of whichever creates or owns the same and nothing in this agreement shall be deemed to confer any assignment or licence of the intellectual property rights of the other party, save that the intellectual property rights or goodwill in the numbers shall hereby be vested in or assigned to CUSTOMER.
This agreement shall be governed by United Kingdom law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this agreement shall be in United Kingdom and CUSTOMER consents to such jurisdiction. However, PROVIDER, in its sole discretion, can take any legal action against CUSTOMER in the country where he has his legal presence, under the law governing this country. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.