Our Terms and Conditions of Use
The following terms and condtions apply to clients of ORB Telemedia,
refered to as ORB Telemedia, we and you the client.
ORB
Telemedia agrees to provide a service to you upon the terms and
conditions of this agreement enabling Callers to dial Premium Rate
Numbers or Freecall Numbers.
Definition of the service
The
service is designed to allow Client (reseller and/or content provider)
to generate revenues from a data or voice program. Sales are initiated
by and charged to users through their existing fixed telephone and
mobile telephone bills. Supplier collects in the revenue and pays out
to the Client.
Service Restrictions
It is
responsibility of the Client to ensure their usage of the voice call
program is in compliance with all the countries guidelines and
regulations. The customer warrants and undertakes that it shall verify
the service complies with any relevant legislative and regulatory
provisions
The Client is acting on his own behalf and
company name and or trading name with his web content or voice services
and takes full responsibility of his actions and any costs associated
with them. The Client also agrees to the following conditions:
1.
Adhere to all national and international legal requirements. The Client
independently accepts all responsibility to be in legal compliance.
Supplier rejects all legal responsibility for the distribution of the
services via activities originated by the Client. The Client absolves
Supplier of this responsibility.
2. To refrain from any activities that could potentially infringe upon
the rights of third persons or parties.
Interpretation
The following provisions shall have effect for the interpretation of
this agreement, unless the context requires otherwise.
Defintions:
”Agreement” means an agreement entered into between ORB Telemedia and
the client, subject to the terms herein.
“Carrier” A national 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” Any 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” The premium rate
numbers or Freephone numbers allocated to the client; “Order
Confirmation” means ORB Telemedia’s confirmation on any future order
from the client. Every order confirmation will become part of this
contract;
”Rates” The payouts or fees specified in order
confirmations where applicable; “e-mail address” is an encrypted or
non-encrypted e-mail address where messages or documents can be sent
to, binding the client.
Obligations of ORB Telemedia
ORB
Telemedia shall terminate calls on its own IVR system or forward
incoming calls to a clients IVR system via SIP redirection or (subject
to cost decuctions) to geographic numbers and pay the rates specified
in the rate card (Premium rate numbers only). The geographic numbers
will be provided by the client. Other services are available upon
request.
ORB Telemedia will provide on request, statistical data
about call volume and minutes, these statistics may be generated by ORB
Telemedia’s or the carriers systems. ORB Telemedia will provide, upon
request, the client with username and password for logon to these
statistics. Statistics are informational only. The carrier’s bill is
the basis for the bills and settlements issued by ORB Telemedia.
ORB
Telemedia will provide advisory and consultancy services on an adhoc
basis, any costs incurred will be agreed upon with the client in
advance.
Obligations of the Client
The Client
shall provide services to the callers using the numbers allocated in
user account. The client will pay ORB Telemedia’s bills within a time
of 14 days. The Client 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 Client shall obtain all
necessary approvals, permissions or authorisations for use of the
numbers. The Client shall neither acquire any right, title or interest
in the numbers except to the extent agreed upon within annexes.
The
client shall inform ORB Telemedia about the services rendered. In case
of dialers the client shall enable ORB Telemedia to test the function
of the dialer. The Client shall ensure that the services neither
infringe any intellectual property right nor are defamatory.
The
Client shall reimburse ORB Telemedia in full for any fines or charges
incurred from any third party in connection with the client’s failure
to comply with the relevant rules and regulations issued by the
relevant third party. The Client shall pay for any technical setup fees
3rd party services or bonds as deemed necessary to comply with the
applicable regulatory entitities, all fees and charges will be detailed
and agreed upon in seperate annexes.
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
ninety (90) 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.
The Company may immediately terminate this agreement if there
is adverse publicity against the company in connection with the
client’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.
Rates and Payments
ORB
Telemedia shall pay the client in respect of calls to allocated
numbers, according to the rates defined in the rate card or
supplemental annexes or agreed upon in email. Payment will be made at
the date set forth in written or recorded communication(s) with the
client.
All rates mentioned are exclusive of value added tax, with
the exception of the information about caller rates, which normally are
inclusive VAT.
In case of premium rate numbers ordered ORB
Telemedia will pay out the rate agreed upon. Setup costs, monthly fees,
routing costs, chargebacks and other costs (if applicable) will be
deducted from the monthly payment unless otherwise agreed upon in
advance. If the payout is lower than the costs billed the client agrees
to pay the difference within 10 days after issue of the invoice.
ORB
Telemedia 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 seven
(7) days after written notice.
If retrospective price changes
are implanted by the network provider that result in ORB Telemedia
having effectively overpaid the client, then ORB Telemedia reserves the
right to deduct amounts from subsequent payouts to address the balance
of payments overpaid during the period affected by the retrospective
changes.
ORB Telemedia will not pay the client for
minutes that are not paid by the carrier. For instances where this
applies, appropriate documents must be produced by ORB Telemedia to
prove this.
Minimum outpayment levels
The
client is notified that ORB operates a policy of minimum accrued
balances for outpayments, the client must achieve a balance of $500
USD, 500 GBP or 500 EUR before a free bank transfer is possible, on
certain ranges a carrier may specify a higher figure and this will be
notified to the client if applicable, if the client does not achieve
the minimum balance a bank transfer can be made subject to deduction of
transfer charges at cost.
Alternate methods and avoidance of bank transfer costs.
For
balances under $500 USD, 500GBP or 500 EUR ORB offers payment via
paypal without deduction of charges it is the clients responsibility to
setup a valid and verified paypal account, ORB will assist in providing
links or suggestions to achieve this.
Alternate methods, such as
moneybookers, western union, can also be agreed upon, subject to
deduction of transfer charges at cost.
Entire Agreement
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.
No Waiver
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.
Liability
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,
ORB Telemedia disclaims all warranties express or implied, including,
but not limited to, implied warranties of merchantability and fitness
for an particular purpose, in relation to the service, its use and the
results of such use.
Without limiting the foregoing, ORB Telemedia 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.
Notices
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 the
client’s
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 The Company.
Due Dilligence
ORB
Requests that in the event of any carrier dispute that the client
provide proof of address in the form of a valid utility bill dated
within the last 3 months and matching photographic identity, it is
recommended that the client retain any receipts for payment of minutes
dialled such as payment for calling cards, voip services, etc.
Such documentation may also be required for examination by
regulators, or for early outpayments. (factors).
Client Records
If
possible these are to also include records showing the numbers dialled
and time of call (CDR). If the client is a content provider then the
client must
Juk also be able to show advertising methods
such as broadcast schedules, printed advertising, opt-in emails etc.
For some number ranges it is mandatory that the client provide the
photographic identity documents and utility bills in advance, further
registrations with regulatory bodies may also be necessary.
ORB
will advise clients of such obligations as known / notified in advance
examples of this can include the regisration with comreg in Eire for a
premium rate number users licence, or registration as a content
provider with phone pay plus in the United Kingdom.
VAS
ORB
can elect to offer the client extra services, terms and conditions in
the form of annexes and clauses, upon signature to an annex, the annex
then becomes part of this contract.
Governing Law
This
agreement shall be governed by the Laws of Spain and the
Spanish
Courts shall have non-exclusive jurisdiction in any disputes between
you and us. However, ORB Telemedia, in its sole discretion, can take
any legal action against the client 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.
Information
The notes above
are extracted from our standard master service agreement. Signed copies
of which should be exchanged between the client and ORB Telemedia.
July 2012