Terms of Use
1.
Definitions:
In this Agreement, each
of the following terms and expressions shall have the meaning stated next to it,
unless the context indicates otherwise:
1.1
"Access Number" –
any of the access numbers specified as such in the Website, which enable
placing certain calls through the Service.
1.2
"Agreement" – the
terms and conditions set forth in these Terms of Use, and any and all additional
terms and conditions relevant to the Package and/or the Service, as specified
in the Website or otherwise informed on behalf of Company to Customer.
1.3
"Company" –
OMNITelecom Ltd.
1.4
"Customer" – the
person or entity entering into the Agreement with Company, for the provision by
Company of the Service to such person or entity.
1.5
"Destination" –
the country (excluding the country to which the Origination relates) in which
Customer shall be and in which Customer shall make use of the Service.
1.6
"Helpdesk" –
Company's telephony customer service, details of which are provided in the
Website.
1.7
"Package" – the
specific service package purchased by Customer from Company.
1.8
"Law" – any and
all provisions of the law, rules and/or regulations applicable to the Service
(including use thereof) and/or the Agreement.
1.9
"Origination" – a
certain area code in the country to which the Number (defined in section 3.1 below) designated by Company within the Service, is
related, as predetermined pursuant to Customer's order.
1.10 "Rate"
– the rate per minute of a call placed with relation to the Service, as specified
in the list of rates available on the Website (which details the termination
location of the call), which may be updated from time to time.
1.11 "Rate
List" – the list of Rates available on the Website, as may be updated
from time to time.
1.12 "Service"
– the service purchased by Customer from Company and provided by Company to
Customer pursuant to the Agreement, with respect to the Package, as more
specifically detailed hereinafter.
1.13 "Term"
– the term in which the Agreement shall be effective, which is as from purchase
by Customer of the Service until termination of the Agreement in accordance
with these Terms of Use.
1.14 "Website"
– the website of which home-page is located in www.local03.com.
2.
The Agreement:
2.1
The Agreement, as may be updated
from time to time in accordance with requirements of Law or as otherwise stipulated
herein, is the sole and entire agreement between Customer and Company with
respect to the Service.
2.2
Registration to the Service or purchase
of the Service by Customer in any other form constitutes Customer's acceptance
of these Terms of Use and the Agreement and Customer's entrance into the
Agreement, and constitutes Customer's representation that she/he has read and
understood these Terms of Use and any and all additional terms and conditions
relevant to the Package and/or the Service, as specified in the Website, and
that she/he is of legal age to enter into the Agreement. Any person who does
not agree to any of the terms and/or conditions of the Agreement, whether
entirely or partly, must refrain from registering to or otherwise purchasing
the Service.
2.3
Company recommends that Customer
periodically review the Website, to become aware of any changes to the terms
and/or conditions relevant to the Package and/or the Service.
3.
The Service
3.1
The Service consists of the
following: (a) Routing of calls dialed to a telephone number in the Origination
(selected at Company's sole discretion) which is with respect to the country
specified in Customer's order ("the Number"), to a specific
telephone number in the Destination (whether mobile or not), predetermined per
Customer's request and subject to Company's agreement ("the Authorized Number"),
while Customer is at the Destination ("Incoming Calls"); and (b)
Routing of calls from the Authorized Number or from other telephone numbers in
the Destination, dialed through an Access Number, to a telephone number in the
locations available on Company's Rate List (whether of a mobile telephone or
landline) ("Outgoing Calls").
3.2
The Service is provided to Customer
on a personal and non-transferable basis.
3.3
Customer acknowledges that the
Number is owned by Company, and that Customer is only granted a right to receive,
at the Authorized Number, Incoming Calls dialed to the Number within the
Service during the Term, in accordance with the terms and conditions of the
Agreement.
3.4
Outgoing Calls are placed by
calling an Access Number, and are authorized only to any of the locations
listed in the Rate List, and are charged according to the rates in said list;
Customer acknowledges that any calls to a location not expressly listed in the
Rate List will be charged separately according to the charges of any third
parties who took part in delivery and termination of such calls and to Company's
service charges, as applicable from time to time, and Customer agrees to bear all
such charges.
3.5
For removal of doubt, Customer
acknowledges that calls terminated at the Palestinian Authority are not
considered - for the purpose of the Service - as terminated in Israel, and are
charged according to their Rate in the Rate List.
3.6
To enable the Customer to place
Outgoing Calls, Company provides Customer with a password or entitles it to
create one. It is Customer's responsibility to ensure that a password created
by it is non-trivial and is difficult for others to discover. Customer is
responsible to keep the password in confidence and not to disclose it to any
third party.
3.7
When Customer calls the Helpdesk
Company may require that Customer provide it with certain information in order
to identify Customer (such as Customer's identifying details with respect to
the Service, including, but not limited to the password provided by Company
upon purchase of the Service or created by Customer).
3.8
Company is not obligated to permit
more than a single Authorized Number.
3.9
Customer acknowledges that use of
an Access Number does not support calls to any of the following:
a) Emergency services (such as
special medical care units, law enforcement agency); Customer acknowledges that
Outgoing Calls cannot be made to such services, and waives any claim and demand
against Company, its officers, directors, employees, representatives and agents
with respect thereto; Customer agrees that the Service is not a replacement for
her/his primary telephone service.
b) Directory
services (such as 411 in the U.S).
c) Certain
telephone numbers to which Outgoing Calls cannot be placed (such as abbreviated
numbers, numbers of certain call-services (such as erotic calls) and numbers
with non-standard area codes).
4.
Purchase of the Service
4.1
The Service must be purchased
directly from Company, whether through Company's Helpdesk or through registration
in the Website.
4.2
Purchase of Service is deemed
achieved as soon as Customer provides Company with a valid mean of payment with
respect to the Service ("the Purchase Date").
4.3
The Service is provided on a monthly
basis, and unless terminated earlier, is automatically renewed upon the first
day after completion of each 1 month's term as from the Purchase Date (e.g., if
the Purchase Date was on February 23rd, then the Service is
automatically renewed on the 23rd of each consecutive month). The
initial month as from the Purchase Date and each such renewal is deemed a
"Service Month".
4.4
Company is entitled, at its sole
discretion, to change any of the Rates at any time. Any Rate change shall be
updated in the Rate List and become effective immediately upon such update, and
Customer is responsible to review the Rate List from time to time.
4.5
Company shall notify Customer, at
least 30 days in advance, by e-mail, of any change to the Rate of a call
terminated in the Origination and of a call terminated in the Destination. For
such purpose Customer shall provide to Company the address of an active e-mail
account used and reviewed by Customer, and shall be responsible to maintain
such account throughout the Term or alternately provide to Company the address
of a different, active account.
4.6
Without derogating from the
aforesaid, Company is entitled, at its sole discretion, to change any of the
terms and conditions applicable to the Service (other than Rates), with respect
to any Service Month, upon update of these Terms of Use or any other portion of
the Agreement, in the Website. Such change shall be applicable with respect to
the Service immediately.
4.7
Unless Customer terminates the
Service in accordance with the terms and conditions of the Agreement, the
automatic renewal of the following Service Month(s) shall occur and Customer
shall be deemed as accepting any changes of the terms and conditions applicable
to the Service (including the Rates).
4.8
Customer may replace the Package
with another service package available by Company, by notifying the Helpdesk or
through the means available on the Website, as from the beginning of a Service
Month, provided that Company receives and acknowledges Customer's request concerning
the replacement prior to its beginning and prior to charging Customer for such Service
Month.
4.9
Customer may once suspend the
Service for up to 3 months, by notifying the Helpdesk. Such notice must state
the date upon which provision of the Service is to be renewed (which may not be
more than 3 months beyond the date of the notification). Upon such date the
Service is automatically renewed and charges may be made. Customer shall bear
all charges (if any) incurred with relation to the suspended Service.
5.
Authorization to
purchase and use the Service
5.1
A person may purchase the Service
only if he/she is eighteen (18) years of age or older and has the legal
authority to enter into the Agreement.
5.2
A person may purchase the Service
only for her/his personal use (with respect to a Customer that is an entity,
personal use of the Service refers to use by the people employed by and/or
managing such entity). Customer may not resell, assign or otherwise transfer
the Service and/or any of its rights pursuant to the Agreement, and may not use
the Service for unreasonably high volume purposes.
5.3
The Service is intended only for
normal personal voice telephony, and is not designed for or intended to be used
for any other means or for commercial purpose (however, such normal use by a
Customer that is an entity is allowed).
5.4
The Service may not be used for
collect-calls; If such calls are placed with relation to the Service Company
has the right to charge Customer fully therefor, in accordance with the fees of
the relevant third party carriers and, additionally, Company's then current
service fees.
5.5
Customer acknowledges that it is
exclusively responsible to check, prior to dialing an Access Number, the costs
related to calling such number, and that it is exclusively responsible to bear
any and all such costs.
5.6
Customer acknowledges that any and
all costs owed to third parties with relation to use of any portion of the
Service, including, without limitation, with respect to use via a cellular
telephone (which include, but are not limited to, costs due for receiving
incoming calls and costs due for roaming services (which enable using a SIM
card in a country/state which the card does not originate from)) and use via
any other device and/or infrastructure, are not included within the Service and
Customer is responsible to fully pay such costs.
5.7
Customer is solely responsible for
violation of any local laws and/or regulations applicable in the Destination
and/or other jurisdiction to which the calls placed within the Service are
subject.
5.8
By purchasing the Service Customer
declares and warrants that she/he is acting lawfully and not operating as a
provider of telecommunications services.
5.9
Customer is responsible, and must
pay, for all use of the Service, whether by Customer or any third party
(whether acting with or without Customer's permission).
5.10 Customer
undertakes to use the Service for lawful purposes only and only in accordance
with all terms, conditions and restrictions of the Package and the Agreement
and with the Law.
6.
Customer Warranties
6.1
Customer acknowledges that provision
of the Service is subject to Customer’s fulfillment of his/her obligations pursuant
to the Agreement.
6.2
Customer acknowledges that any and
all Outgoing Calls placed from the Authorized Number or from other telephone
lines (with use of the Number and the password provided to Customer by Company
(or alternately the 4 last digits of Customer's credit card used as mean of
payment), in the latter case), including such placed by any third party (rather
than Customer), are charged to Customer.
6.3
It is Customer's responsibility to
keep details of the Number and the password provided to it by Company in
confidence, and to protect them from theft and loss. It is Customer's
responsibility to supervise use of the Authorized Number. Customer expressly
agrees that it shall have no claim and/or demand against Company with relation
to theft/loss of the password used by Customer within the Service, nor with
relation to unauthorized use by others of the Service.
7.
Termination of the
Service
7.1
Customer may terminate the Service at
any time, by notifying the Helpdesk. For removal of doubt it is clarified that
termination by Customer may not be effected by any method other than calling
the Helpdesk and notifying a representative of the Helpdesk thereof (leaving a
message thereof with the automated answering machine is not sufficient), and
that Customer's request not to renew the Service for additional Service
Month(s) must be received by Company at least one (1) business day before the
next Service Month enters into effect. Termination as per Customer's request is
immediate and cannot be effected at a later time.
7.2
Company may, at its sole discretion
and without having to provide reason therefor, refuse provision of the Service,
and may terminate the Service at any time for any reason not stipulated herein,
by notice to the e-mail address provided by Customer.
7.3
Company may terminate the Service immediately
at any time, without prior notice, in the event that in Company's sole
discretion Customer fails to comply with any of the terms and conditions of the
Agreement or in the event that there are reasonable grounds to suspect that
Customer is acting in a manner inconsistent with any of these Terms of Use.
7.4
Without derogating from the
aforesaid, Company may terminate the Service if it determines, at its sole
discretion, that the use of the Service at any time
exceeded normal or reasonable inbound or outbound
private
usage (amount or pattern), in light of the Package.
7.5
IN ANY EVENT OF TERMINATION OF THE SERVICE
OTHER THAN PURSUANT TO SECTION 7.2 ABOVE,
REGARDLESS OF THE TIME OF ITS OCCURRENCE, CUSTOMER IS NOT ENTITLED TO ANY
REFUND OF PAYMENT, AND ANY AND ALL SUMS OWED BY CUSTOMER IMMEDIATELY BECOME DUE
AND PAYABLE.
8.
Payment
8.1
In consideration for the Service, subject
to use thereof not exceeding the specifications of the Package, Customer shall
pay Company, with respect to each Service Month, the fixed fee applicable to
the Package, as specified in the Website ("the Fee"), together
with any applicable taxes.
8.2
Company shall charge the Fee, together
with any applicable taxes, from the credit card - details of which were
provided by Customer to serve as mean of payment ("the Credit Card"),
in advance and in any event not later than the Purchase Date and the beginning
of each Service Month thereafter. Company reserves the right to cease its
acceptance of the mean of payment presented by Customer.
8.3
In the event of use of the Service
in excess of the monetary specifications of the Package ("Excessive Use"),
Customer shall be charged an additional fee as follows:
Upon achievement of the
limit of the monetary specifications of the Package, Company automatically and
immediately charges Customer (from the Credit Card) an additional fixed fee (the
amount of which to be - unless otherwise agreed between Company and Customer - as
specified in the Website) ("the Extra Fee"), as consideration
for the Excessive Use. If the Extra Fee is higher than the actual consideration
for the Excessive Use, the difference can be used to cover additional use of
the Service within the respective Service Month; If it is not so used, it is
transferred as credit to the consecutive Service Month, subject to Customer
purchasing the Service in such month.
Notwithstanding the
aforesaid, Excessive Use for which the consideration (according to the Rates)
does not exceed the determined limit (the amount of which to be - unless
otherwise agreed between Company and Customer - as specified in the Website)
("the Limited Excessive Use"), does not incur the Extra Fee
and is charged at the exact amount, to which any applicable taxes are added, upon
the first day of the consecutive Service Month.
Notwithstanding the
aforesaid, if Company becomes aware of Excessive Use only after completion of
the relevant Service Month, it reserves the right to charge the Extra Fee and
any consideration for the Limited Excessive Use at any time thereafter.
8.4
1-800 Access Numbers and any other
toll-free Access Numbers incur an additional fee per minute (on top of the
Rate), as specified in the Website.
8.5
Count of minutes of inbound and
outbound calls placed through the Service is in 1 minute increments and is rounded
up to the next minute.
8.6
If an attempt to charge the Credit Card
is refused or unsuccessful for any reason, or if Customer fails to provide Company
with the details of a new credit card before expiration of the existing card, Company
is entitled to discontinue the Service without prior notice.
8.7
Late payment (for any reason) will
incur interest at the highest rate applicable by law. Chargeback (-withdrawal
of paid sums) will incur such interest if eventually it is found to not have
been justified. Customer shall reimburse Company for all expenses incurred by
it with relation to collection of sums owed to it by Customer.
8.8
Company does not provide to Customer
invoices or other written documentation with relation to the Service.
9.
Privacy Policy
9.1
Personal information provided by
Customer to Company is governed by Company's Privacy Policy which is subject to
change from time to time. Company reserves the right to provide Customer
information to third parties as required or permitted by Law.
9.2
Customer acknowledges and agrees that:
(i) Company may provide relevant details of Customer to third parties for the
purpose of, and to the extent required for, collecting monies owed by Customer for
the Service, and (ii) Company may present information concerning Customer,
including Customer's identity, to the authorities for investigation and/or
prosecution, where Company has reason to believe that the Service was used unlawfully
or where Company is required by a legal authority to do so.
10.
Limitation of Liability
10.1 Customer
acknowledges that the Service, by its nature, is susceptible to interruptions, that
the Service is provided on an “as is” or “as available” basis, with all faults,
and that Company does not undertake that the Service will be available at all
times nor that it will be free of interruptions.
10.2 Without
derogating from any other provision herein concerning interruption and/or
discontinuance of the Service, the Service may be interrupted due to essential
or maintenance works on any of the systems/infrastructures used to provide it.
10.3 Customer
acknowledges that portions of the Service are provided by third parties over
which Company has no control and that Company shall not be liable for any act
or omission of such third parties, and Customer undertakes not to make any
claim and/or demand against Company with relation thereto.
10.4 Provision
of Service is subject to, among other factors, telephone line availability and
condition and the condition of the telephone devices used.
10.5 EXCEPT
AS OTHERWISE SPECIFICALLY SET FORTH IN THESE TERMS OF USE, COMPANY (INCLUDING
ITS OFFICERS, EMPLOYEES AND ANY AFFILIATES) AND ITS SUPPLIERS DISCLAIM ANY AND
ALL WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
10.6 In
no event shall Company (including its officers, employees and any affiliates) or
any of its suppliers or third parties providing services with relation to the
Service be liable for: (a) any direct, indirect, punitive, special,
consequential or incidental damages, including, without limitation, lost
profits or loss of revenue, arising with relation to the use or inability to
use the Service (including, without limitation, the inability to access
emergency services via the Service), whether under contract, tort, negligence
or strict liability, even if Company had been advised of the possibility of
such claim or damages, or (b) any claim against Customer by any third party.
10.7 In
any event Company's total liability with relation to the Service and the
Agreement is limited to the sum actually received by Company from Customer as
consideration for the Service.
10.8 Customer
is exclusively responsible for and shall pay any and all charges in excess of
the Rate, incurred and due to third parties as a result of Customer's misuse of
the Service (including, without limitation, with relation to placing Outgoing
Calls not through an Access Number).
11.
Indemnification
11.1 Customer
shall defend, indemnify, and hold harmless Company, its officers, employees and
any affiliates, and its suppliers and third parties providing services with
relation to the Service, from and against any and all claims, damages, losses, penalties, costs and expenses, including,
without limitation, attorneys fees, caused to or incurred by any of the
aforesaid indemnified parties with relation to the use of the Service or
Customer's breach of any of its obligations or warranties pursuant to the
Agreement.
12.
No Third Party Beneficiaries
12.1 No
provision of the Agreement creates or provides for any
person
or entity other than Customer and Company any right or remedy.
13.
No Waiver
13.1 Company's
failure to enforce or exercise any of its rights pursuant to the Agreement
and/or Law will not constitute waiver of such right.
14.
Governing Law and Jurisdiction
14.1 The
Agreement shall exclusively be governed by and interpreted in accordance with
the Law of the State of Israel without reference to its conflict of laws rules.
14.2 The
courts of Tel-Aviv, Israel shall have exclusive jurisdiction over any matter
related to the Agreement and/or arising therefrom.
15.
Severability
15.1 In
the event a provision of the Agreement is declared by a competent authority, or
is held by the implementation of a law or regulation, as non-valid, this shall
not affect the validity of the other provisions of the Agreement, which shall
remain in full force, and such non-valid provision shall be replaced by a valid
one with the closest meaning possible.