These Terms and Conditions constitute a binding legal agreement between You and “Voiso” governing the use of Services.

PLEASE READ THESE TERMS FULLY AND CAREFULLY BEFORE USING THE SERVICES. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR BY USING THE VOISO SYSTEM AND SERVICES, OR GRANTING ANY AGENT OR END USER ACCESS TO ANY PRODUCT OR SERVICE YOU EXPRESS YOUR EXPLICIT CONSENT TO ABIDE BY THE TERMS AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND VOISO.

If You are entering into this Agreement on behalf of a company, organization or another legal entity (the “Entity”), You are agreeing to these Terms for and on behalf of that Entity and representing to Voiso that You have the full authority to bind such Entity to this Agreement, in which case the terms “You,” “Your” or a related capitalized term herein shall refer to such Entity.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT USE THE VOISO SYSTEM AND SERVICES.

1. Definitions

“Abanded Call(-s)” means a call that comes in but ends before a conversation happens.
“Billing Period” means the period of time where the Services are billed.
“CLI” (Calling Line Identity) means the method of identifying a caller by assigning to such caller a specific number or name associated with the specific number.
“Customer account” means an account within the Voiso System.
“Days” means calendar days.
“DID number” means Direct Inward Dial number which refers to a number from a country’s numbering plan which is not attached to a specific phone line, device, or sim-card and can be assigned without physical transfer of device, phone line or sim-card.
“LEA request” means law enforcement agencies request.
“Legal processing fees” mean fees that may be charged by Voiso for processing LEA requests, governmental requests, chargebacks, payment of fines and any penalties imposed against Voiso in connection with Customer’s use of the Services.
“License fee” means fee charged monthly for the access to Voiso System of one User.
“License plan” means the proposal including total amount of available licenses and their quotation chosen by the Customer.
“MSA” means a separate master service agreement which may be signed by Customer and Voiso for the provision of the Services.
“Services” means collectively products and services provided by Voiso.
“Service fees” means collectively all fees charged for use of for specific product or service including but not limited to outbound and inbound call charges, number activation fees, number monthly service fees and other fees which are charged for specific product or service.
“SMS” means a short messages system.
“Short Duration Call” means a call which is 6 seconds or less.
“Surcharge” means any additional fee, charge or tax, which Voiso should pay if Customer breaches these Terms and/or international or local telecom guidelines and regulations.
“Surcharge fee” means fee that may be charged by Voiso in case Customer’s breach of these Terms and/or international telecom guidelines and regulations causing to Voiso additional charges or expenses which shall be paid or compensated to Voiso’s suppliers or relevant local authorities.
“Terms” means these Terms and Conditions and all Appendices and Policies hereto which are considered to be as integral parts of the Terms.
“Total License Fee” means total amount License fees for all Users of the Customer account.
“User” means any person who has logged into the Customer account;
“Voiso” means any of the entities pursuant to Appendix 1 to these Terms;
“Voiso System” means collectively, the software products together constituting the cloud-based solution for enhancement of performance of a contact center found at voiso.com.
“You” “Yours” or the “Customer” means client of the Services

2. Services

2.1. Voiso will provide the Customer with Services of cloud-based contact center solution including, Dashboards, Omnichannel Toolkit, international outbound and inbound calls, DID numbers, HLR LookUp, and other services pursuant to these Terms. Specific terms and technical requirements to particular products and services may be listed in a specific Service Appendix to be communicated to the Customer.

2.2. To enroll into Services, Customer must complete and submit the online application and accept these Terms. Voiso may reject Your application on the basis of Client’s unsuccessful compliance check or another ground which Voiso may consider reasonable at its sole discretion.

3. Fees and Charges

3.1. Voiso will charge and the Customer undertakes to pay the following fees and charges:

– License fees: which are charged for the access to Voiso System of each User. Total License Fee is charged on the basis of Your License Plan and amount of Users which the Customer has monthly. In any case the amount of Users for the purposes of Total License Fees calculation shall not be less than five (5), if anyway the amount of the Users will be less than five (5) the License fee for the (5) users will be applied.
– Service fees: which are charged for the use of particular products and Services.
– Legal processing and Surcharge fees: which may be charged in cases envisaged by these Terms specifically but without limitation, Clauses 8 and 9.

3.2. The License fees and Service Fees are charged for a specific Billing Period. The Surcharge fee and Legal processing fees are charged when the case occurs.

3.3. The rates for License fees and Service fees are effective from the moment the Customer account is set-up. Voiso may alter License fees and Service fees rates at any time when it considers it to be commercially necessary provided that Voiso notifies the Customer five (5) Days before such new rates become effective and the new rates are applied only prospectively. Any continued use of the Services within five (5) Days after the notice date shall be deemed acceptance of the new rates.

4. Billing and Payment

4.1. The Services are billed for each relevant Billing Period. The Billing Period commences on the first day of the month and finishes at the last day of such calendar month. If the Customer commences to use the Services for the first time, the Billing Period will be from the first day of use of the Services until the end of calendar month. After the first month of use, a standard calendar month will be applied as the Billing Period.

4.2. The Services are performed on prepayment basis unless otherwise agreed in a separate MSA.

4.3. To start use of the Services You should top up Your balance. At the end of the month Voiso will reconcile Customer account and issue the invoice on the basis of volume of the Services consumed in the relevant Billing Period.

4.4. All the billing will be performed in US Dollars. As the basis for billing will be used the data from Voiso billing system.

4.5. In case Voiso approved the post payment for a particular Customer, invoices issued shall be settled within five (5) Days from the invoice date.

4.6. Unless otherwise provided in the MSA, all payments shall be done in currency specified in the relevant invoice.

5. DID Numbers

5.1. Each ordered DID number shall be used for at least within six (6) months. If Customer cancels the DID number before expiration of such six (6) month period, the Customer will be charged with the Service fee applicable for the rest of such period up to its expiration.

5.2. For providing Customer with DID numbers in accordance with applicable legislation and/or telecom carriers requirements Customer may be required to provide Voiso with certain identification documents and data. Some countries may establish additional requirements like local billing address or office.

5.3. Customer should not connect DID number to the SIP trunks of third-party providers.

5.4. Voiso will inform the Customer about any additional local requirements when the Customer places the order for a particular DID number.

5.5. All DID numbers will be transferred to the Customer on a lease basis. Customer may use the DID numbers but does not acquire any property rights to such numbers. Voiso may retrieve DID number(s) when it is commercially or legally necessary.

6. Customer Undertakings

6.1. The Customer undertakes:

– to use the Services only for purposes permitted by these Terms as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
– to provide all necessary consents and approvals which are necessary for performance of the Services,
– to maintain positive balance of Customer account and timely settle the issued invoices;
– to provide the access to the Customer account to authorized employees only;
– to keep credentials of the Customer account in strict confidence;
– to follow the Voiso notices and newsletters regarding changes or updates to the Services;
– to provide promptly true and accurate information necessary for the due performance of the Services;
– no to use Services for the purpose of fraud;
– no to use Services for transmitting information which encourages any form of racial or ethnic hatred and can be considered as illicit, harassing, unsolicited, libelous, deceptive, misleading, inappropriate etc.;
– not to spoof or any way modify the CLI;
– to fit with established call requirements like, Abandoned Calls rate, Short Duration Calls rate and other.

7. Customer account – Security

7.1. The Customer is responsible for all authorized and unauthorized access, activities and charges associated with the Customer’s account and/or password(s) with Voiso System. The Customer is responsible for the confidentiality of its password(s), for all charges incurred from the use of the Service with its password(s) and for any and all charges made through the Customer’s account by the Customer’s employees, agents, principals, consultants, or other entities or individuals in the employ of or engaged by the Customer regardless of the reason for such charges. In addition the Customer might be held liable for any losses incurred by Voiso or another party due to someone else using the Customer account.

7.2. The Customer agrees to notify Voiso immediately of any unauthorized use of the Customer account or any breach of security with respect to the Customer account.

7.3. If the Customer, or someone to whom the Customer has given access to the Service, breaches these Terms, the Customer’s account may be terminated, and the Customer shall be liable for all fees, charges, and damages of any kind related thereto.

8. Surcharges

8.1. In addition to the License fees and Service Fees, Voiso may charge the Customer with additional Surcharge fees if the Customer breaches these Terms and/or or any international or local telecom guidelines and/or regulations, including without limitation the following:

– spoofing or any form of modification of initial CLI;
– having a rate of Abandoned Calls which is equal or more than 20% where the percentage of Abandoned Calls is determined by dividing the total number of Abandoned Calls by the total number of call attempts;
– having a rate of Short Duration Calls during the Billing Period which is equal or more than 10% percentage of Short Duration Calls is determined by dividing the total number of Short Duration Calls by the total number of calls for the Billing Period;
– communications service or telecommunication provider (e.g., carrier) fees or surcharges in connection with the Customer’s use of the Services.

8.2. This list of potential breaches where Surcharge fee may be applied is indicative and not exhaustive.

8.3. The Surcharge fee to be imposed for Short Duration Call will be at the rate of $0.05 extra per each Short Duration Call.

8.4. In other cases, Surcharge fee will be imposed in an amount reasonably calculated by Voiso to compensate Voiso’s cost and operational expenses incurred to Voiso by the relevant breach.

8.5. The Surcharge fee shall be due on the day when Voiso issues the relevant invoice.

8.6. For avoidance of any doubt the payment of Surcharge fee shall not discharge the Customer from any liability under these Terms and affect the Voiso’s right to suspend the Services and/or block the Customer account.

9. Taxes

9.1. All Service fees and License fees are exclusive of any applicable taxes, levies, duties, fees, surcharges or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communication, or withholding taxes (the “Taxes”).

9.2. Any payment against fees and charges payable by the Customer to Voiso for the provision of the Services, must include, in addition, any amount necessary to ensure that, the amount to be received by Voiso is the same as it would have had been if the payment was not subject to any Taxes payable either directly or by deduction, withholding or otherwise.Consequently, in each case, Voiso shall obtain from the Customer an amount corresponding to the amount the Customer would have had to pay in case such Tax is not applied.

10. Emergency Calling

10.1. The Customer acknowledges, confirms and accepts that does not rely on Voiso for emergency calling. The Customer will assume any responsibility and risk for the provisioning (or non provisioning) of any and all emergency service associated.

11. Compliance

11.1. The Customer shall use the Services in compliance with the applicable law, regulations or generally accepted practices or guidelines in the relevant jurisdictions. If Voiso receives any LEA request or any relevant authority request, associated with the Customer’s use of the Services the Customer undertakes to promptly provide Voiso with true and accurate information in order to process such request.

11.2. Furthermore, Voiso will impose the Legal Processing Fee to fairly cover its operational expenses and legal fees to process such request which in no event will be less than US$ 250.00.

12. Warranties

12.1. Either Voiso or Customer warrants that: (i) it has all requisite rights, power and authority to accept these Terms and to fully perform its respective obligations hereunder; (ii) it is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to these Terms.

12.2. Voiso warrants that it has full right to provide the Services and provision of the Services does not infringe any copyright, trademark, patent, know-how, or any other intellectual property rights whatsoever.

12.3. NO FURTHER WARRANTIES BY VOISO.

12.4. THE PROVISION OF THE SERVICES IS CONDUCTED ON “AS IS” BASIS. VOISO DOES NOT WARRANT THAT PROVISION OF THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FIT FOR PARTICULAR MARKET OF PURPOSE AND DISCLAIMS ALL THE CLAIMS WHATSOEVER.

13. Indemnification

13.1. The Customer agrees to defend, indemnify and hold Voiso and its affiliates and subcontractors harmless (hereinafter collectively referred to as the “Voiso Indemnitees”), from and against any third party claims, suits, damages, expenses, surcharges, fines and penalties, including without limitation telecom carriers penalties asserted against or incurred by any of the Voiso Indemnitees arising out of or relating to: (a) the Customer’s use of any Services or related products, data and documentation provided to the Customer hereunder, including where the same results in a violation of any law or regulation; and (b) the Customer’s connection of any product or service of Voiso to any third party service or network, including without limitation, damages resulting from unauthorized use of, or access to Voiso System.

14. Limitation of liability

14.1. NEITHER VOISO OR CUSTOMER OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR:(I) ANY LOSS OF PROFIT OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES, WHETHER INCURRED OR SUFFERED AS A RESULT OF THE UNAVAILABILITY OF FACILITIES, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH, OR OTHER ACTION OR INACTION UNDER THE AGREEMENT, OR FOR ANY OTHER REASON AND REGARDLESS OF THE THEORY OF LIABILITY; OR (II) FOR ANY OUTAGE OR INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY DIRECT OR INDIRECT CONSEQUENCES THEREOF, IN EITHER CASE EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

14.2. VOISO AND THE CUSTOMER FURTHER AGREE THE TOTAL AGGREGATE LIABILITY OF EACH OF THEM IN EITHER CASE SHALL BE CAPPED AT AMOUNT OF LICENSE FEES AND SERVICES FEE, CHARGED IN TOTAL, FOR THE LAST 3 (THREE) MONTHS PRIOR TO THE APPEARANCE OF THE LIABILITY CLAIM,

14.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SUB-SECTIONS 14.1 AND 14.2 ABOVE, THE LIMITATIONS IN SUB-SECTIONS 14.1 AND 14.2, ABOVE DO NOT APPLY TO BREACH OF SECTION 3 (FEES AND CHARGES), (b) BREACH OF SECTION 8 (SURCHARGES), (c) BREACH OF SECTION 6 (CUSTOMER UNDERTAKINGS) ,OR (d) AMOUNTS PAYABLE PURSUANT TO SECTION 11 (INDEMNIFICATION).

14.4. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR (I) FRAUD (II) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

15. Suspension of the Services

15.1. Voiso may suspend provision of the Services and block the Customer account temporarily or permanently at its sole discretion in the following cases:

– if Customer fails to keep the balance positive, to pay License fee, Service fee and/or other fees or charges;
– in the case of a material breach of these Terms, not cured by the Customer within 5 days following the relevant notice by Voiso;
– if Voiso has any suspicion that the Customer uses the Services for fraud or scam, sending unsolicited traffic;
– if Voiso receives any LEA request associated with the Customer account;

15.2. Voiso will not bear any liability for the suspension or blockage of the Customer account pursuant to this Section and disclaims all the claims and liability whatsoever on this basis.

16. Refunds

16.1. In the event that the Customer wants to stop using the Services, the Customer may request a refund of the positive balance kept on his/her Customer account. In such case any positive balance to be returned will be reduced by any License fees, Service fees and other applicable fees, payable up to the day of such request. The refund should be completed within 30 Days after the end of the last full Billing Period.

17. Intellectual Property

17.1. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present in Voiso System is owned or possessed by Voiso. Such Content is protected by copyright, trademark, and various other intellectual property laws.

17.2. Subject to payment of License fees and Service fees Voiso will grant the Customer non-exclusive, revocable non-transferable and non-assignable right to use Voiso System.

17.3. Unless agreed in separate written agreement, the Customer shall not copy, modify, resell, redistribute or create derivative works on Voiso System, in any form decompile, reverse assemble, reverse engineer the source code or attempt to disable password protection within Voiso System.

17.4. Voiso will not be responsible for the configuration of Customer’s personal equipment that may be necessary to make the Customer’s systems compatible with Voiso System. If the Customer has opted to use its own equipment, the Customer will be solely responsible for procuring any firmware licenses and/or updates to such equipment , and Voiso shall have no obligation to provide such firmware licenses or upgrades.

18. Personal Data

18.1. For performance of the Services Voiso may collect some personal data. To get information on how Voiso collects, stores and in any other way process the personal data please read Voiso Privacy Policy at https://voiso.com/privacy-policy.

19. Cookies

19.1. Voiso may use certain cookies to maintain and enhance the Services, to get information about all current cookies and how they work please read Voiso Cookies Policy at https://voiso.com/privacy-policy.

20. Technical Support

20.1. Voiso will provide technical support in accordance with Voiso Support Model.

21. Applicable Laws – Jurisdiction

21.1. These Terms are governed by the laws in accordance with Appendix 1.

21.2. Unless otherwise stipulated in the MSA, any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with Appendix 1.

22. Confidentiality

22.1. By virtue of this service engagement, either Voiso or the Customer may have access to confidential information of the other Party. Confidential information constitute all the information made available to Voiso or the Customer under or as a result of this service engagement including but not limited customer’s data, text, pricing, recorded messages and/or voice conversations transmitted via the Voiso System, financial, technical, business, personal information including of information of either party’s employees (hereinafter referred to as the “Confidential Information”).

22.2. The Confidential Information shall at times be treated by both Parties with strict confidence. A Party’s obligations pertaining to Confidential Information shall not apply to information that the receiving Party can confirm that (a) is or becomes part of the public domain through no act or omission of the receiving Party, (b) was in the receiving Party’s lawful possession prior to the disclosure by the disclosing Party, (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure, or (d) is independently developed by the receiving Party without access to or use of the disclosing Party’s Confidential Information. The Parties agree to hold each other’s Confidential information in confidence during the term of this Agreement and 3 years thereafter. Voiso may disclose information about the Customer in case of processing of supplier’s, LEA or governmental request regarding Customer’s use of the Services, without any further permission by the Customer, however Voiso will tend to limit this disclosure to the minimum necessary for the fulfillment of such request.

22.3. Neither Party may disclose to the public or to any third party the terms of this service engagement other than with the express prior written consent of the other Party; except that such information may be disclosed to a Party’s representatives, accountants, auditors, investors, or legal advisors provided that the foregoing are bound to maintain the confidentiality of such information.

23. Severability

23.1. The provisions of these Terms are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other Term is deemed to be invalid or unenforceable in whole or in part. If any part of these Terms is deemed to be invalid or unenforceable, such part(s) shall be limited or excluded from these Terms to the minimum extent required to preserve the initial intent, and the remainder these Terms shall remain in full force and effect.

24. Integration and conflict

24.1. These Terms and all Appendices hereto, MSA, if any, all together constitute one and entire agreement between Voiso and Customer. In the case of a direct conflict between provisions of these Terms and MSA, provisions of MSA should be applied.

 

APPENDIX 1

 

Options	Voiso Company	Governing Law	Place of dispute resolution
If You have a signed MSA	The Company with which You signed MSA	As written in Your MSA	As written in Your MSA
If You do not have signed MSA, and the Customer is domiciled within USA	Voiso Inc., a Delaware corporation, with primary place of business 1000 N., West Street Suite 1200, Wilmington, DE, 19801	State of Delaware	The seat of the arbitration shall be New York City. The tribunal shall consist of one arbitrator. The arbitration shall be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the Comprehensive Arbitration Rules and Procedures. The language of the arbitration shall be English.
In all other cases	Voiso Pte. Ltd., a Singapore company, with primary place of business at 9 Temasek Boulevard, #29-01, Suntec Tower 2, Singapore 038989	Singapore	The seat of arbitration shall be Singapore. The tribunal shall consist of one arbitrator.The arbitration shall be administered by SIAC (Singapore Arbitration Center) in accordance with the Arbitration Rules of the Singapore International Arbitration Center (SIAC RULES).The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.