1. Type of Service
(a) The Services to be provided by the Parties pursuant to the Agreement include termination and transmission of different types of Traffic, as may be mutually determined by the Parties.
(b) The addition of other services may be agreed between the Parties from time to time subject to separately negotiated terms and conditions of such services provision.
1.1. Period of Service. As far as is practicable, the Services shall be 24 hour per day, 7 days per week, continuous facilities.
2. TERM, TERMINATION AND SUSPENSION
(a) This Agreement shall commence, remain in force and shall continue in effect thereafter unless terminated by either Party without any written notice to the other Party and a specified time period.
(b) Either Party may, in its sole discretion, suspend the Services when the balance is 0 or less than 0.
3. TECHNICAL STANDARDS AND METHODS OF OPERATION
(a) Each Party shall be responsible for making available, at its own expense, telecommunication facilities necessary for the provision of the Services.
(b) Each Party shall obtain the required facilities by its own means. Any telecommunication facility failure shall be solved by the efforts of the Parties.
4. TERMINATION RATES
The termination rates agreed between the Parties for each of the Services may change from time to time upon mutual agreement of the Parties with no later than 3 days notice that is posted in the site in the form of the announcement. Depending on what product the Party is signed, he/she can find the rate list of the given product in both downloadable and view versions in the specified fields of the site. The activation date is also posted.
5. PAYMENTS COORDINATION AND PROCESSING
(a) The Invoice is generated once in every 15 days. The Service providing Party may prepare its Invoice within three (3) days after the 15 days’ traffic.
(b) The Recipient makes all payments on prepayment basis and online consumes the prepayment. Payments can be made by wire transfer or other suggested electronic payment systems.
(c) Charges shall be calculated from the call data of the Party providing the Service. Charges shall only apply to completed calls. Minutes of traffic to be paid for will be based on accumulated seconds.
(d) Accounts shall be expressed in U.S. dollars. The currency of payment shall be U.S. dollars. Invoices shall be issued according to the rates specified in “termination rates” provision of the Agreement. No taxes apply for these Services. All expenses arising from payments (clearance fees, bank charges) of the Bank or Correspondent Bank of the Recipient shall be paid by the Recipient itself. In the case of electronic payment, the Part rendering the Services is responsible.
(e) In the case of any kind of dispute after the Invoice is generated, the Party should send a dispute request within the period of 10 (ten) days to the financial department of the Party rendering the Services. The Parties should come to a mutual agreement through negotiations if the billing systems difference between the Parties is 1% and no lesser than $30. Negotiation period complies 1 month.
Bank details are:
Voice Trader LLC bank details are as follows:
Beneficiary Name: Voice Trader LLC.
Registration address: 19806, 19c Trolley SQ, Wilmington USA
BANK NAME: Wells Fargo Bank
Bank address: 400 Scarlett Road, Kennett Square PA 19348, USA
Bank account number: 6581606503
Routing #: 031201467
Each Party is responsible for obtaining and maintaining for the duration of this Agreement, all governmental licenses, waivers, consents, registrations, permissions and approvals required of such party.
7. LIMITATIONS OF LIABILITY
If there exists any failure to establish Service, delay in restoration of Service or mistake, accident, omission, interruption or error or defect in transmission in provision of the Service, the Party rendering the Services should eliminate all defects in a reasonable time period.
Any kind of Notice is made by posting in the Site. Rate notices are made no later than 3 days prior the activation.
9. GOVERNING LAW AND ARBITRATION
(a) This Agreement shall be governed by and construed in accordance with the laws of Panama.
(b) Any dispute relating to the Agreement or its subject matter — including disputes as to validity, performance, breach, or termination — which cannot be settled by negotiation, shall be submitted to the general court in Panama, Republic Panama.
10. OTHER TERMS AND CONDITIONS
(a) Entire Agreement – This Agreement represents the entire understanding between the Parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either Party. A Registration form is filled in and if the Party puts the agree with the terms mark the Agreement is considered concluded.
(b) Amendment – This Agreement may only be modified one month prior the Amendment comes into force with a special notice posted in the Site.
(c) The relationship between the Parties – The relationship between the Parties shall not be that of partners or agents or joint ventures of one another and nothing contained in this Agreement shall be deemed to constitute a partnership or agency agreement between them. Each Party, in performing any of its obligations hereunder, shall be an independent contractor and shall discharge its contractual obligations at its own risk. Nothing herein shall prevent either Party from contracting with other persons or entities to perform the same or similar services described herein.
(d) Confidentiality – Other than as may be required by any applicable law, government or court order or regulation, all information, except information in the public domain, exchanged between the Parties under this Agreement or during the negotiations preceding this Agreement and relating either to the terms and conditions of this Agreement or any activities contemplated by this Agreement shall be confidential, and may not be disclosed to any third party. Notwithstanding the foregoing, the Parties may disclose information to employees, affiliates and legal advisors on a need-to-know basis and subject to the same confidentiality obligations as those stated herein. Also, the information on technical facilities, IP addresses, Electronic cards and credentials can’t be disclosed to any third party. Information on traffic can’t be used by other purposes.
(e) Intellectual Property – Neither Party shall use the other Party’s name, logos, trademarks, service marks, copyrights, patents or other intellectual property rights (individually and collectively “Intellectual Property”) without the prior written consent of the other Party. No license to any Intellectual Property belonging to either Party is granted (expressly or by implication) to the other Party under this Agreement.
(f) Force Majeure – No failure or omission by either Party to carry out or observe any of the terms and conditions of this Agreement shall give rise to any claim against the Party in question or be deemed to be a breach of this Agreement if, and to the extent that, such failure or omission arises from any cause reasonably beyond the control of that Party, and prompt notice is given. Notwithstanding the foregoing, the provisions of this Article shall not limit, or otherwise affect, either Party’s obligation to make payment for Services rendered.
(g) Assignment – Neither of the Parties is assigned to pass its rights and obligations following from the Agreement without written consent from the other Party. Notwithstanding the foregoing, either Party may, without the other Party’s consent, assign this Agreement to an entity controlling, controlled by, or under common control with, such Party, or in connection with the sale of all or a substantial part of its business or assets, provided that the assignee undertakes in writing to assume all obligations and duties of the assignor. The assignor shall thereafter be relieved of such obligations and duties except in connection with matters arising out of events occurring prior to the date of such undertaking.
(h) For money return see the Return Policy that is an integral part of the Contract.
IN WITNESS WHEREOF, the Party puts the agree with the terms mark the Agreement is considered concluded.