PREMISES ARE THAT
a. Teta Service Srl and the client are companies duly authorized in accordance with current regulations to operate in the field of telecommunication services;
b. The client has manifested his\her interest to acquire phone services which are, receiving and ending of voice traffic via IP of both domestic and International traffic. VoIP services and other related services (here after collectively called “Services ”), are described as follows;
c. With the current contract, the parties intend to settle the terms and conditions on which, providing the service is based on ;
d. By using the term “User” the parties mean the end clients of the phone services they provide.
Given the premises, the following agreement is stipulated between the parties:
1. PREMISES AND ATTACHMENTS
1.1 Le Premesse e gli allegati costituiscono parte integrante e sostanziale del presente Contratto.
2. SUBJECT OF CONTRACT
2.1. Subject of the current contract is supplying services by Teta Service, as described in the attachments A,B, with the conditions and terms of the current contact.
2.2. Teta Service offers its VOIP service, especially receiving voice traffic through IP, using its own VoIP network infrastructure.
2.3. With the terms “S.I.P.” and “IAX” mentioned in the current agreement, the parties mean respectively the acronym of “Session Initiation Protocol” and the ITU reference of IAX, two communication protocols used for running voice traffic on the IP network.
2.4. For receiving voice traffic produced by end users in which the client intends to sell the service through S.I.P and /or IAX , Teta Service on its own infrastructure, will create and configure an account dedicated to the client and will maintain it on the Teta Service Server.
2.5. The client should independently provide an IP telephone and/or IP adaptor for him/herself, but should also agree that for receiving voice traffic of end users of service, not to use any other model of IP telephone, IP adapter or any other type of IP gateway, different from those indicated in writing by Teta Service, without a prior written authorization by Teta Service that will be granted after an in depth verification and test of compatibility.
2.6. Any other VoIP service is optionally supplied by Teta Service, including ending of the traffic received via IP.
3. SPECIFIC OBLIGATIONS OF PARTIES IN RELATION TO RESELLING THE SERVICE
3.1. The current contract contains confidential content and, therefore, the parties are under no circumstance, authorized to make its contents known to clients and/or third parties.
3.2. The obligation of confidentiality mentioned in the previous paragraph, does not hold in case the request of information is made by auditors charged by one of the parties or by the public authorities.
3.3. The parties accept not to use, each others brands or logos for any motive, and also not to associate to their own logo or brand that of the other party.
3.4. The client can use Teta Service for receiving and ending of domestic and/or international traffic, on landlines and/or mobile, including receiving voice traffic by IP protocol. Such a service will be regulated by the commercial conditions attached to the current contract.
4. DURATION OF CONTRACT
4.1. The current contract enters into force on the date of signing the contract, it will last 36 ( THIRTY SIX ) months starting on the day of it’s signature and will be further renewed tacitly every 36 (THIRTY SIX) months, unless cancelled by of one of the parties who should communicate it in writing to the other party, with a prior notice, at least 30 (thirty) days before the expiry date.
4.2. The withdrawal from the present contract , for whatever reason, requires the client to :
4.3. To pay the amount due that has not yet been paid
5. USING THE SERVICE
5.1. The client will use the service without causing any damage to third parties and in any case:
5.2. will observe the legal provisions and regulations on telecommunication and respect the licenses and authorizations that the service may be subject to;
5.3. will not use the provided service under any circumstance for services that are against mandatory regulations , public order and/or morality.
5.4. the client will be liable for all fraudulent use of the services (calls to over-priced numbers, etc.), independently from the fact of being aware of such fraudulent use or not. It is the exclusive responsibility of the client to adopt immediate measures to stop any fraudulent use and to communicate promptly any eventual anomaly and difference of tariffs.
6.1. By “equipment” we mean the equipment or devices, belonging to the client that are directly attached to the Teta Service network.
6.2. the client will connect and use the equipment, fully respecting the instructions given by Teta Service
6.3. in order to use the service, each party agrees to connect only technically compatible and approved equipment for such a use, in accordance with current legislations on telecommunication.
7. VARIATIONS ON THE NETWORK
7.1. Referring to the service provided to the client, any variations to the telecommunication network of Teta Service should be done with prior agreement with him/her.
8. AMOUNT DUE AND PAYMENT CONDITIONS
8.1. Payment for providing VoIP Telephone Service will be done as a pre-payment, therefore the client will communicate the payment made to Teta Service, by sending the following information: CRO number, ordering bank, currency and amount. Teta Service undertakes to activate the service within the following 48 hours of this communication.
8.2. The amount paid by the client will be invoiced on monthly basis by Teta Service;
8.3. In absence of such payment Teta Service will be authorized to immediately suspend providing, the service that is not yet entirely used and the remaining amount in deposit.
8.4. The amount due related to the service of the current contract is described in the Offers attachment (Attachment B “Rates”).
8.5. the client explicitly, without any exception and from now, authorizes Teta Service to charge all amount received in compensation for any reason, and/or document of credit deriving from the current contract.
8.6. Any remaining credit at the time of the withdrawal of the contract will not be refunded, but should be used by the client until and no later than the date of the termination of the contract.
8.7. however if it is considered final and binding for the parties that the amount invoiced by Teta Service to the client and paid by him/her, was not actually due, Teta Service will be liable for the reimbursement of that sum.
8.8. Teta Service reserves the right to modify the amount and conditions of payment with a notice, of 7 (seven) days with respect to the date of their entering into force, for receiving and termination towards domestic and international destinations.
8.9. Should the client, not intend to accept the modifications made to the tariff,according to the previous point, he/she will have the right to withdraw from the contract with a 30 (thirty) day prior notice.
8.10. It is understood that in such a case the client should communicate his/her wish to withdraw from the contract to Teta Service before the new tariffs enter into force, that is within the terms of notice explained previously in point 8.8.
8.11. Teta Service may avail itself of the possibility to send electronic invoice via e-mail instead of alternatively sending letters via mail, in accordance with the provisions of article 1 D. Lgs n. 152/2004
9. TERMINATION CLAUSE
9.1. Each party can immediately terminate the current Contract, by communicating it in writing to the other party, in case of the latter:
9.2. Failing to fulfil any of the obligations of the articles 3,5,6, 8, 10, 11 e 12 of the current contract and not having found a solution within 15 (fifteen) days after receiving the written formal notice addressed to the other party or
9.3. being subject to procedures
9.4. becoming insolvent or giving assets to creditors
9.5. being confiscated or having other form of obligation on the assets
9.6. voluntarily or compulsory liquidation
10. LIMITATION OF RESPONSIBILITY
10.1. Unless as foreseen by mandatory legal provisions, Teta Service ensures regularity of service, but is exempt from any contractual and/or extra-contractual responsibility for direct and/or indirect damage (both with reference to the actual damage and the loss of profit) sustained by the client and/or a third party as a consequence of using the service.
10.2. Teta Service will not be responsible for damages deriving from electronic mail messages that do not reach the client for any reason.
10.3. In case of malfunction of the Teta Service service, the client diverts the traffic to other providers or managers, Teta Service will not be responsible of eventual higher costs sustained by the client him/herself due to higher tariffs.
10.4. If the client communicates to a person not authorized by Teta Service, the data related to the account provided by Teta Service The risks related to their improper use, are entirely the clients responsibility.
10.5. The service use will be charged according to the tariffs indicated in the Teta Service price list, brought in the my account area of the site www.mysipprovider.com
10.6. The tariffs may be subject to modifications that will be communicated with a two day prior notice. Communication of the variation of the tariffs will be sent to the client’s electronic mail address, indicated in the my account area, with prior notice as mentioned above.
10.7. Teta Service is not responsible for disruption as a result of lost communication, caused by problems related to the client’s electronic mail that do not depend on Teta Service.
10.8. Upon the client’s request, Teta Service will authenticate a certain IP address for connecting to it’s SIP server.
10.9. If the IP given by the client is wrong or it not assigned unambiguously to the client’s account which is issued by his/her VoIP Hosting provider, Teta Service will not be liable for eventual improper/illegal use of the IP address .
11. PROPERTY OF PARTIES
11.1. Each party remains a complete and exclusive owner of the industrial and/or intellectual properties (pursuant to and in accordance with the law 22.4.1941, n. 633 as integrated and/or modified by D.L. 29.12.1992, n. 518 and it’s applied regulations, “Laws on authors’ right”), and/or licensing rights of devices, programs for computer or software, operating manuals and related documentation, provided with the service.
11.2. The software eventually made available with the service, to the counterpart is non-exclusively, non-transferably licensed for the sole purpose of use of the Service, remaining subject to prior written agreement by the licensor the activities indicated in art. 64 bis, letters a), b), c), of authors’ rights law, in any case except as foreseen by the articles 64 ter, comma 2 and 3 and by article 64 quater, comma 1, of the same law and without prejudice for any case of article 64 quater, comma 2, 3 and 4, of the same law.
12.1. The parties according to the law of the current contract will maintain strictly confidential, all information obtained, data and communication transmitted with the service and also undertake not to disclose them to anyone (except to their staff and/or representative who require to know such information, data, communications and also to the judicial authority), without the consent of the other party, unless:
12.2. It be of public domain but not as a consequence of breech of the current obligation of confidentiality;
12.3. Be already is possession of the recipient, before such disclosure took place;
12.4. Siano stati ottenuti da terzi senza vincoli di riservatezza.
13. PROCEDURE OF CONCILIATION AND COMPETENT COURT
13.1. The current agreement is regulated by Italian law
13.2. according to 1, paragraph 11 of law 249/97, for the controversies identified in resolution 148/01/Cons of Authority for the Guarantees in Telecommunication, should they rise between the parties, before taking legal action, undertake to try to re-conciliate before the aforesaid Authority with the terms and conditions set forth therein.
13.3. Subject to the provisions of the preceding paragraph, if the client is a subject different from the consumer as defined by article 1469-bis c.c. For each and any controversy relative to the current contract, the parties agree mutually on exclusive competence of the judicial authority of court of Bologna.
14. OFF-PREMISES CONTRACTS
14.1. If the contract is signed off the premises, according to the provisions of article 1 D.Lgs n. 50/1992 or also in case of distance contracts, as defined by article 1 D.Lgs n. 185/1999, the client could withdraw by communicating in writing to Teta Service within the 10 following days from the conclusion of the contract. Teta Service reserves the right to charge the amount due for activation and use of the service and the related rates and/or taxes.
15. DIFFERENT PROVISIONS
15.1. The current contract substitutes any other previous agreement related to providing the service.
15.2. Any modification to the current contract should be be in writing and should result from a document signed by or on behalf of the party against whom the modification takes place.
15.3. delay or omission of one of the parties to enforce a right or to exercise a power , can not be interpreted as withdrawal from exercising the power in the future.
15.4. The parties mutually accept that the current contract does not intend to discipline nor create any corporate bond between them.
15.5. The current contract could undergo modification, that can be made necessary through the following provisions of law and/or regulations.
16.1. The communications or notices between the parties should be in writing, by any means that allows to prove it’s reception at the following address:
16.2. If sent to Teta Service Srl – Via Calabria 2, 40139 Bologna (ITALIA)
16.3. If to the client: The address of the registered office of the customer
16.4. By electronic mail, if Teta Service Srl <email@example.com>
16.5. By electronic mail, if to Client <firstname.lastname@example.org>
16.6. Or to another address, communicated subsequently by one of the parties to the other.
16.7. The changes to the above addresses will take effect 5 (five) work days after receiving the related communication.
17.1. The parties may withdraw from the current contract from subsidiaries, parent companies or affiliates, in writing, to the other party.