Terms and conditions of contract

TERMS AND CONDITIONS

Art.1 SUBJECT: PROVISION OF SERVICE.

• 1.1 The contract relates to the supply to the “Customer” by UK Easycall Ltd (hereinafter “Supplier”) of web services and voice traffic, hereinafter referred to as “Services” usable in the Cloud through the portals www.easycallcloud.com, www.easyofficecloud.com, wwweasycallcloud.com, www.xbp.cloud, www.speedycrm.com by purchasing a prepaid quantity of Services, as specified in the portal.
• 1.2 The parties agree that the electronic register showing the operation of the Services, created and stored by Supplier, constitutes full proof of the acts of the parties.
• 1.3 Supplier may change at any time the characteristics and/or conditions of the Services on ten (10) or more working days’ written notice to the Customer. In the event that the new contract conditions are less favorable, the customer, within ten (10) working days of receipt of the notice, may request in writing to collect the prepaid part that has not yet been used.

Art. 2. DURATION OF THE CONTRACT AND RIGHT TO WITHDRAWAL

• 2.1 The contract for services provided by EasyCall has a duration related to the pre-purchased period. At the end of the purchased period, if not renewed, the customer has 30 days to remove the personal data uploaded. Anyway the data will be removed on the 30th day.
• 2.2. Supplier may terminate this agreement at any time by suspending the Service. In this event, it will be obliged exclusively to return to the Customer the part of the rate already paid for the Service corresponding to the number of unused days. Any other reimbursement or indemnity or liability of the supplier is explicitly excluded for the non-use of the Services by the Customer in the remaining period. The termination of the agreement, whatever the cause, does not exclude the obligation on the part of the Customer to pay the charges, eventually accrued, according to the agreement same, at the date of termination.
• 2.3. The customer that is a natural person, who requests the provision of a service for purposes unrelated to his professional activity (“Consumer”), will have the right to withdraw freely from these Term and Condition within 14 working days following the conclusion of the related contract, without having to provide any reasons. The withdrawal may be exercised by the Customer by presenting an explicit declaration of his decision to withdraw from the contract, to be sent, to customers@easycallcloud.com before the expiration of the withdrawal period. Following the correct exercise of the withdrawal by the Customer, Supplier will provide within and no later than 14 days, to repay to the same payments received by them for the part of services not used.

Art. 3. SUPPLIER OBLIGATIONS.

• 3.1. Supplier agrees to provide the Services in accordance with what is described on the portal www.easy4cloud.com, www.easyofficecloud.com, wwweasycallcloud.com, www.xbp.cloud, www.speedycrm.com
• 3.2. Supplier cannot, under any circumstances, view, use, copy or tamper with data owned by the Customer entered on the portal www.easycallcloud.com. The ownership of such data remains with the Customer, who assumes responsibility for its processing.
• 3.3. Supplier reserves the right to change at any time the technical solution used to improve the Services.

ART. 4. CUSTOMER OBLIGATIONS

• 4.1. The Customer undertakes to use the Service with diligence and to comply with all rules concerning online conduct and correct use of the service, so as not to compromise its stability, safety and quality.
• 4.2 Supplier reserves the right to suspend or discontinue the provision of the Services even without prior communication to the Customer if it detects, at its own unquestionable judgment and / or following third party reporting, behavior that shows that the Customer’s use of the Service, or by other subjects authorized by the Customer, can directly or indirectly cause damage to Supplier or third parties, as well as compromise the stability, safety and quality of the services offered, without prejudice to the right of Supplier to compensation for damages. In this case, the Customer, as a result of reporting also by e-mail by Supplier, must immediately eliminate the causes of the complaint or provide appropriate documentation proving full compliance with the current regulations of its activity. In case of non-response, Supplier will have the right to terminate the contract immediately, without prejudice to the right to full payment of the consideration and the right of the same Supplier to act for the full compensation for any damage suffered.
• 4.3. The Customer undertakes, moreover, not to use the services for illegal purposes and not to violate, in any way, all the national and international standards, even regulations, applicable. In particular, the Customer acknowledges that it is forbidden to use or allow others to use the Services provided for purposes that may present forms or content that is obscene, pornographic, blasphemous, defamatory or otherwise against morality and public order and to make communications that cause damage or disruption to the network or to third parties or violate the applicable laws and regulations.
• 4.4. Furthermore, the Customer undertakes not to carry out acts of computer piracy. The Customer guarantees that it will not spam by sending unauthorized and unsolicited emails.
• 4.5. The Customer acknowledges to be the sole and exclusive responsible for the activities carried out through the service, and this even in the event that the Customer has signed a contract on behalf of third parties authorized by him to use the service, and in particular to be responsible for the contents and communications inserted, published, disseminated and transmitted on or through the services. Therefore Supplier can not be held, in any way, responsible for illegal, criminal, civil and administrative committed by the customer through the service.
• 4.6. The Customer undertakes to indemnify and in any case to hold Supplier harmless from any action, request, claim, cost or expense, including reasonable legal fees, possibly deriving from the same due to the Customer’s failure to comply with the obligations assumed and the guarantees given with the acceptance of these General Conditions of Contract and in any case connected to the use of the services by the Customer.
• 4.7. The Customer undertakes to make any dispute regarding the execution of the contract by written communication (anticipated by fax), containing the detailed technical indication of the disputes, sent no later than 5 working days from the date on which it became known of the circumstance in dispute. In the absence of such communication, or where the time limit has expired, any dispute must be considered inadmissible.
• 4.8. The Customer is obliged to communicate in writing any change or modification of the data relating to the company name, registered office, address and VAT number.
• 4.9. In the case of a request on behalf of third parties (final customers) by the Customer, the Customer must comply with the following conditions: a) the Customer undertakes to approve and enforce to the end customers the obligations set forth in these terms and conditions contract, as well as those specifically provided for in the “offer”, as well as to respect and enforce its policies with Supplier. Furthermore, the Customer undertakes to make known to the end customer and to enforce the obligations set forth in article 7 of this contract. However, the Customer remains solely responsible towards Supplier for the consequences referred to in this article 4, with the burden for the Customer to claim, eventually, against the end customer. b) The Customer undertakes and warrants from now on that the end customers will sign an appropriate contract in relation to each order.
• 4.9.1. The Customer declares and warrants from now that the orders will not violate these Terms and Conditions or the rights of third parties. He also declares to hold Supplier harmless in case of legal action that may result from the illicit conduct of the end customer.
• 4.9.2. The Customer undertakes to ensure compliance with the privacy laws, to inform the end customer and to collect the relative consent to the processing of the data where required by law. The Customer undertakes to send to his end customer any service communication that Supplier deems appropriate to communicate. The Customer will be directly responsible towards the end customer, and against Supplier, in case of failure to send the information referred to in this point.
• 4.9.3. The Customer assumes all responsibility in relation to the orders forwarded to Supplier and undertakes to indemnify and hold harmless the same Supplier from any third party claims related to the execution of the Contract and/or the violation by the Customer or the final customer of the obligations, declarations and guarantees referred to in this contract.
• 4.10. In the use of particular Services (for example, the retention of personal data), there may be a processing of personal data of third parties uploaded by the Customer on the Supplier portals. In such cases, the Customer stands as an independent data controller, assuming all the legal obligations and responsibilities. In this sense, the Customer undertakes to relieve Supplier from any objection, claim, request for compensation for damage from treatment, etc. that should come from the subjects whose personal data have been processed through the use of services in violation of the rules of personal data protection. In any case, if the Customer provides or treats personal data of third parties in the use of the service, guarantees from now – and assumes all responsibility – that this particular hypothesis of treatment is based on an appropriate legal basis (for example, the consent of the interested party) pursuant to art. 6 of the Regulation that legitimizes the processing of the information in question.

Art. 5. CHARGES AND PAYMENT

• 5.1. For the provision of the Service, the Customer will have to top up the account as indicated in the offer. Each use of the service reduces the customer’s account until it is reset.
• 5.2. Supplier reserves the right to modify the fee at any time, also due to the changes in costs for the access line, the increase in the exchange rate, and/or in the prices agreed with its suppliers, on written notice to the Customer by email/fax or registered letter. The new price list will be considered automatically approved if the customer does not send a cancellation within five (5) days from receipt of the communication.
• 5.3. Any invoice not paid at the due date is subject to the statutory interest. The parties agree that this clause provides a realistic pre-estimate of the loss and is not intended to be a penalty.

Art. 6. CODES TO ACCESS THE SERVICE.

• 6.1 After the request for activation on www.easyofficecloud.com, wwweasycallcloud.com, www.xbp.cloud, www.speedycrm.com, Supplier will provide to Customer by email the codes and instructions needed to use the Services. The codes are strictly personal.
• 6.2 Customer is responsible for the use and dissemination of access codes; in the case of lost or stolen access codes, the Customer must immediately inform Supplier (using the email customers@easycallcloud.com), who will provide for the disabling of the access codes in question and to deliver in a timely manner new access codes to the Customer.

Art. 7. LIMITATIONS AND EXCLUSION OF LIABILITY.

• 7.1. EasyCall undertakes to use the best technology it is aware of and the best resources at its disposal to provide the services covered by this contract. The Customer agrees that in no case will Supplier be held responsible for delays or malfunctions in the provision of services due to events beyond the reasonable control of the Supplier, such as: (i) events of force majeure; (ii) events dependent on third parties, such as, but not limited to, interruption or malfunction of the services of telecommunications operators and / or power lines or acts or omissions of the competent Authorities; (iii) malfunctioning of the terminals or other communication systems used by the Customer. In case of interruption of service, EasyCall undertakes to restore it as soon as possible.
• 7.2. The Customer also agrees that in no case will Supplier be held responsible for any acts or omissions made by the Customer and in contrast to the obligations assumed by them pursuant to these Terms and Conditions, as well as can not be held liable for malfunctions due to defects in the means necessary for access, improper use of the same incorrect or incompatible and/or the methods of access to the service by the Customer or third parties.
• 7.3. Supplier cannot, under any circumstances, be held responsible towards the Customer or third parties for loss of profit, loss of earnings or for any other form of loss of profit or indirect and consequential damage related to the performance of this contract. The Customer is informed that the service may be suspended, cancelled or transferred at the request of the Authorities to which the services are subject.
• 7.4. Supplier is not and can not in any way be held responsible for the inability to contact emergency services.
• 7.5. Supplier reserves the right to suspend the Service, completely or in part, for routine and extraordinary maintenance, without the Customer being able to make any claims against the supplier in relation to this.

Art. 8. ASSIGNMENT
The Customer approves that the Supplier may assign the Agreement to third parties, preserving the characteristics of the services purchased.

Art. 9. TERMINATION

• 9.1 By Customer: Customer may terminate the Agreement on written notice to Supplier if Supplier fails to perform any material condition of this Agreement and such failure remains incurred for a period of thirty (30) days following Supplier’s receipt of written notice from the Customer specifying the nature of the failure. In no circumstance shall the Customer be relieved of its obligation to make payments for all unpaid and outstanding amounts due to Supplier that have been accrued as of the date of termination or expiration of this Agreement and the Customer shall pay in full all charges for Services rendered through the termination date.
• 9.2. By Supplier: Services may be terminated by Supplier on written notice to Customer in the event that the Customer fails to perform any obligation to make payments under this Agreement and such failure remains for a period of five (5) days after Customer has received written notice from Supplier specifying the nature of such failure. In the event Services are terminated pursuant this section, Customer shall be liable for all applicable charges resulting from said termination. Supplier may suspend the provision of Services on written notice to Customer in whole or part with immediate effect and without giving any period to remedy a breach if it has reasonable grounds to consider that the Services are being used fraudulently or inappropriately or for any unlawful or criminal activities. Services may be terminated by Supplier on written notice to Customer in the event that that Customer becomes insolvent, dissolved, subject to a winding up petition, ceases trading, or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986.
• 9.3. Effect of termination: The termination or expiration of this Agreement shall not relieve Customer of: a) its obligations under this Agreement or any Service Order Form and b) Customer’s obligation to make payments for all unpaid and outstanding amounts due to Supplier that have been accrued as of the date of termination or expiration of this Agreement, including charges due during the Term of Service. On termination for any reason:
  1. All rights granted to Customer under this Agreement shall cease;
  2. Customer shall cease all activities authorised by this Agreement;
  3. Customer shall immediately pay to Supplier any sums due to Supplier; and
  4. Customer shall immediately destroy or return to Supplier (at Supplier’s option) all copies of the documentation and equipment provided by or on behalf of Supplier then in its possession, custody, or control and, in the case of destruction, certify to Supplier that it has done so.
  5. Supplier will cease provision of the Services.

ART. 10. CONTRACTUAL CHANGES

• 10.1. Supplier reserves the right to change at any time these terms and conditions of the “offer” with communication to be sent via e-mail to the Customer with at least 10 days notice, if the following reasons are met:
  1) changes in technical conditions / economic / contractual contracts imposed by third parties (by way of non-exhaustive example, suppliers and business partners) and / or consequent upon the entry into force of new regulations, or the modification of existing provisions;
  2) need to maintain an adequate level of service;
  3) ensure adequate platform security standards;
  4) new provisions of law;
  5) or there is a change in the sales prices of the services. IThe Customer agrees that this communication may also be made through a general notice to Customers published on the Supplier website.
• 10.2. In the event of changes that result in a significant reduction in services rendered, or an increase in the sales prices of the services, the Customer will have the right to withdraw by sending the relevant communication to Supplier within the same 10-day period as per the previous paragraph. After 10 days the changes will be considered accepted by the customer and fully binding on him.

ART.11. SENDING CONTRACT
The parties declare that in addition to the methods of subscription provided on the website, the text signed and returned by fax will be as effective as the original.

Art. 12. LAW AND JURISDICTION.

• 12.1. These Terms and Conditions are governed by the laws of England and Wales.
• 12.2. Any dispute relating to these Terms and Conditions shall fall within that jurisdiction. In cases of Consumer contracts, the Court of the place where the consumer himself is domiciled will have jurisdiction.