(A) Mediatel is a service provider for telephony network services in relation to the provision of Premium Rate Services, non-geographic and geographic numbers and International Premium rate numbers and is a technology gateway in relation to the provision of SMS services.
(B) Having conducted all necessary due diligence in relation to the Customer as required for Premium Services by the relevant Code Of Conduct in the territory where the Premium Services are being operated, Mediatel wishes to provide, and the Customer wishes to accept, the Services, subject to and in accordance with the terms of this Agreement.
The following provisions shall have effect for the interpretation of this Agreement, unless the context requires otherwise.
”Agreement” means an agreement entered into between Mediatel and the Customer, subject to the terms herein. “Carrier” means a national telephone carrier or another supplier for telephone numbers and connections. ”Code of Conduct” means any code of any independent body approved for the supervision of telephone information services recognised by the different countries where the services are provided; “Customer” means a user of Mediatel’s services; “Fraudulent Activity” means, but is not limited to:
- (a) accessing protected computers without authorisation;
- (b) accessing protected computers by exceeding authorisation;
- (c) hacking;
- (d) wire fraud;
- (e) bribery;
- (f) any unauthorised use of telecommunication networks; and
- (g) intercepting telephone Numbers, without authorisation, through:
- (i) PABX;
- (ii) telephone lines; and
- (iii) the internet.
”Intellectual Property Rights” means 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.
“National Telecommunications Legislation” means any legislation governing telecommunications in the country in which the Numbers are issued;
”Numbers” means the premium rate, non-geographic, geographic or SMS numbers allocated to the Customer.
“Order Confirmation” means Mediatel’s confirmation on any future order from the Customer. Every order confirmation will become part of this contract.
”Rates” means the payouts or fees specified in order confirmations where applicable.
“Secured E-mail Address” means an encrypted or non-encrypted e-mail address where messages or documents can be sent to, binding the Customer.
“Traffic” means the calls generated on the Numbers Mediatel provides to the Customers.
OBLIGATIONS OF MEDIATEL
Mediatel shall forward incoming calls to geographic numbers or via IP and pay the Rates specified in the Order Confirmation. The geographic numbers or IP details will be provided by the Customer. Mediatel will provide statistical data about call volume and minutes, generated by Mediatel’s or the Carrier’s systems. Statistics are information only. The Carrier’s bill is the basis for the bill issued by Mediatel.
OBLIGATIONS OF THE CUSTOMER
The Customer must provide required personal details, ensuring that they are complete, current and accurate.
The Customer shall provide services to the callers using the Numbers allocated in the order confirmations.
The Customer will pay Mediatel’s bills within agreed payment terms.
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 obtain all necessary approvals, permissions or authorisations for use of the Numbers.
The Customer shall not acquire any right, title or interest in the Numbers.
The Customer shall inform Mediatel about the services rendered.
The Customer shall ensure that the services neither infringe any intellectual property right nor are defamatory.
The Customer agrees to:
- (h) not engage in Fraudulent Activity; and
- (i) use this website and its services for lawful purposes only.
If Mediatel discovers you are engaging in Fraudulent Activity in relation to its services, Mediatel may immediately take any or all of the following actions:
- (a) withhold payment due to you;
- (b) suspend your account;
- (c) cancel your account;
- (d) discontinue providing services to you; and/or
- (e) if required by law, refer the matter to relevant law enforcement agencies.
The Customer shall indemnify and hold harmless Mediatel for and against any and all losses, demands, claims, damages, costs, expenses and liabilities (including any fine imposed by Phonepayplus, OFCOM or any other regulatory body) incurred by Mediatel and arising out of services provided by the Customer including the quality or content of the services or of marketing or promotional material or from any fraudulent or alleged fraudulent use (including Artificial Inflation of Traffic) of telephone Numbers.
RATES & PAYMENTS
Mediatel shall pay the Customer in respect of calls to allocated Numbers according to the Rates defined in the Order Confirmations. Payment will be made at the date set forth in the Order Confirmation.
All Rates mentioned are exclusive of value added tax (“VAT”), with the exception of the information about caller Rates, which normally are inclusive VAT.
In the case of premium rate Numbers being ordered, Mediatel 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. If the payout is lower than the costs billed the Customer agrees to pay the difference within 10 days of the issue of the invoice.
Mediatel 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 thirty (30) days after written notice is provided to the Customer. If retrospective price changes are implanted by the network provider that result in Mediatel having effectively overpaid the Customer, then Mediatel reserves the right to deduct amounts from subsequent payouts to address the balance of payments overpaid during the period affected by the retrospective changes.
Mediatel will not pay the Customer for Traffic which is not paid by the Carrier for any reason. For instances where this applies, appropriate written documents must be produced by Mediatel to prove this.
TERM & 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. Mediatel may immediately terminate this Agreement if there is adverse publicity against Mediatel in connection with the Customer’s services or the Customer engages in Fraudulent Activity.
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, Mediatel 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, Mediatel 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 the 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 Mediatel.
This Agreement shall be governed by English law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in England and the Customer consents to such jurisdiction. However, Mediatel, in its sole discretion, can take any legal action against the 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.