Terms And Conditions


Terms and Conditions


1.       Terms of Service

It is agreed that the Parties will connect their telecommunications systems via open IP for the purpose of supplying Voice over Internet Protocol (“VoIP”) telecommunications services in accordance with the terms and conditions set out herein.


1.1. The Parties agree to provide the telecommunications services to each other (“the Services“) whereby first Party may convey calls to second Party switch and the second Party may convey calls to first Party switch, in both cases, for onward transmission to their destination(s).


1.2. Each Party undertakes to the other to use the Services in accordance with any lawful direction, consent, specification, designation or determination made by legal authority.


1.3. Each Party undertakes to the other that it will ensure that it and (where appropriate) will use reasonable endeavors to ensure that its customers:


1.3.1.    Will not use Services for any improper or unlawful purposes, nor allow others to do so;

1.3.2.    Will comply with any reasonable instructions issued by the other Party which concerns the use of the Services;

1.3.3.    Will hold at all relevant times for the duration of this agreement all appropriate licenses to operate Telecommunications systems and equipment which are to be connected to the network pursuant to this Agreement and will ensure that the use of the Services will not lead to any breach of the provisions of any telecommunications license held by either Party.




2.1   We are not obliged to provide services unless we accept your application. We can decide whether or not to accept any application.


2.2   You understand that the VoIP service is not a traditional phone service and is provided on a best efforts basis. We will use all reasonable endeavor’s to make our services available to you at all times, however things beyond our control such as power outages or the performance of your IP connection to our service may disrupt the service we provide.


2.3   You accept that our services are not required to support emergency calls.


2.4   Unless otherwise agreed, we do not provide or support your internet connection.




3.1   The Parties shall establish and maintain such initial points of connection as are reasonably required for the provisioning of the Services to and from their respective systems.


3.2   The Parties will initially connect their respective telecommunications systems via open IP. Procedures with regard to the ordering and provision of capacity by Supplier shall be independent to the Parties and specified in Appendixes. Modifications or extensions to this initial arrangement shall be independent to the Parties in consideration of traffic forecasts supplied by each Party to the other.


3.3   The Parties shall observe the following provisions with regard to forecasting:


3.3.1   If either Party believes (whether as a result of a forecast received by it from the other or otherwise), that it or the other Party will need to arrange for extra capacity to be made available (whether by all allocation of additional ports on any switch or additional fiber links for these arrangements, or for the ordering of additional capacity from any other Operator or otherwise) it shall promptly notify the other Party of this fact; provided always that neither Party shall be under any obligation to reach agreement as aforesaid.

3.3.2   Neither Party shall be under any obligation to provide the Services if the volume or profile of traffic exceeds to a material extent or materially different from that specified in the forecast provided by the other Party in respect of the relevant month, or in absence of a forecast, received during the preceding month from the other Party’s System.


4.       DURATION


4.1   The agreement shall commence on the date of the agreement and, subject to the termination rights provided for in Clause 12 herein, shall remain in force for a period of one (1) year (“the Initial Period”).


4.2   Thereafter, subject to Clause 12, this agreement shall continue in force unless and until terminated by either Party giving to the other at least seven (7) days advanced written notice.


5.       Value Added Tax (VAT)


No VAT will be added to your purchase if you are a registered company outside the European Union (EU). All companies based in the EU must provide a valid VAT number in order not to pay VAT.


6.       Invoicing Obligations


6.1   Electronically Invoices shall be archived for 10 (ten) years according to VAT Directive 2006/112/EC.




7.1   Each Party agrees to pay the rates referred to in sub-Clause 7.1 to the other Party in respect of the Services provided by the other Party under this agreement.


7.2   During the Term of the Agreement each Party shall be entitled to alter the rates per minute by a 7 day written notice to be served on the other Party.


7.3   Charges after mutual check clearing shall be calculated as specified in Appendixes. In case when debts of the Parties are equal then obligations of the Parties in the part of payments are closed. In case of inequality of payment obligations after check clearing, bigger payment obligation is due to payment in the part of exceeding smaller obligation.


7.4   Each Party within agreed billing term after invoice period will send to the other Party the Invoice. Invoice period for Parties is 7 (seven) calendar days if nothing else has been agreed. Amounts due to payment should be in US Dollars (USD).


7.5   Parties will be invoiced as following:


Time Zone


GMT 0+


GMT 0+


All invoiced amounts shall be due and payable 3 (three) days after the date of invoice if nothing else has been agreed. Overdue payments shall be subject to penalties at a rate of 1% per month from the due date. Unless otherwise agreed, all amounts will be invoiced in USD and payments shall be made in the currency invoiced. If both Parties supply Carrier Services, the Parties agree to compensate the payments relating to the Carrier Services exchanged. The debtor Party will thus pay to the creditor Party the difference between the invoices and will bear all banking costs for the transfer.


7.6   If at any time the net balance of accrued charges shall exceed the credit limit the creditor (the party to whom the net balance of charges is owed) may, by notice in writing, require the other party to immediately pay all invoices and, if necessary, to prepay on the next invoice for services already used but not yet invoiced, an amount sufficient to reduce the net balance to zero, and suspend services to the other party pending receipt of the payment requested. Sum of the Credit Limit is indicated in the clause 7.8.


7.7   Under this agreement. For the purpose of this clause, “net balance” means the owing after offsetting the mutual accrued charges of both parties including charges:

a) Invoiced but not yet paid; and

b) Incurred but not yet invoiced

7.8   The Credit Limit may be increased by any company on the written request from another company. The Receiving Party has the right to invoice the other party before the billing period ends in case if the volume of its provided Services becomes equal or will exceed the amount of maximum summarized credit limit. Upon this amount of credit limit reaches its maximum, the payment for provided Services is to be within 3 (three) banking days from the date of the invoice receipt. In this case the Receiving Party can suspend the services till receiving payment.


8.       DISPUTES


8.1   The Parties shall co-operate to investigate promptly any dispute concerning the accuracy of any billing data recorded by either Party’s network or as to any other amount payable under this agreement. The disputing Party shall notify the other of any such dispute in writing prior to the due date for payment of invoice. If the disputed amount is less than 1 (one) percent of the total of the relevant invoice, the total amount invoiced shall be due and payable on or before the due date. If the amount in dispute is more than 1 (one) percent of the total of the relevant invoice, the amount disputed may be withheld until the dispute is resolved.


8.2   Any Party may lay a claim to any disputed amounts till the due date of appropriate invoice amount, provided that such dispute is notified to the other Party in writing form.


8.3   Such claim shall be solved within 30 (thirty) business days of receipt of notification.

8.4   In the event the Parties are unable to reach agreement, the dispute will be escalated to the executive management level for consideration.


8.5   If a billing dispute remains unresolved ten (10) working days after the date upon which the relevant invoice is due for payment (unless such period has been extended by agreement between the Parties), either Party may (on giving prior written notice to the other to such effect) refer the dispute to an independent expert (“the Expert”) jointly agreed by both Parties asking him/her to act as an independent expert and not as an arbitrator and whose decision, in the absence of evidence of manifest error, shall be final and binding.


8.6   Each Party will bear its own costs of the Expert adjudication and one half the Expert’s fees (to be agreed between the Parties prior to the appointment of the Expert) or such proportion of both of them, as the Expert shall determine.


9.       Payments


9.1   Payments are required to be made by wire transfer to ensure receipt of payment within the chronological parameters described herein. Transfer description should include invoice number(s), in case of netting invoice numbers range.

9.2   The minimum payment is 2,000.00 USD during active services. After maximum 3 (three) months payments should be done regarding the open balance.


9.3   The costs associated with wire transfer fees are Customer’s responsibility. COMdata does not cover any costs from Customer banking institutions.



The Services will be provided and used in accordance with the operations manuals to which the Parties will agree. The operations and maintenance procedures set out in the operations manuals shall constitute “best working practice” but shall not, by virtue of this condition or otherwise, be legally binding on the Parties except that either Party may terminate this agreement if the other Party does not provide the Services to an agreed standard as set out in the jointly agreed operations manual and fails to remedy the situation within thirty days of receipt of written notice to do so.




11.1     Each Party undertakes to the other to supply promptly all information and assistance that the other may reasonably require to enable it to perform its obligations hereunder or to check the charges levied hereunder.

11.2     Subject to sub-Clause 11.3, each Party undertakes to the other that will treat as confidential, and will use its reasonable endeavors to procure that its directors, employees, professional advisers and agents will treat as confidential, the terms and conditions of this agreement as well as all data, summaries, rates, reports or information of all kinds and all other confidential information whether of a technical or business nature or otherwise relating in any manner to the business or affairs of the other Party which it may receive in connection with this agreement, and will not (and will use its reasonable endeavors to procure that its directors, employees, professional advisers and agents will not) disclose or use such information other than strictly for the purposes of this agreement except with the written permission of the other Party.


11.3     The provisions of sub-Clause 11.2 shall not apply to information held by a Party which:


11.3.1   is in or comes into the public domain other than by breach of this agreement;

11.3.2   Is obtained by that Party from a third Party who has the right to disclose it;

11.3.3   Is or has been independently generated by that Party (but not including data generated by that party about calls handed over by the other Party); or

11.3.4   is in the possession of or is known to that Party prior to the date of this agreement, to the extent that Party is not bound by any confidentiality obligation in respect of such information to the other Party.


11.4     The following disclosures by either Party shall not constitute a breach of sub-Clause 11.2:


11.4.1   A disclosure of information necessary to comply with any law or the valid order of a court of competent jurisdiction or the rule, regulation or request of any governmental or other regulatory authority or agency provided that the Party disclosing the information shall notify the other Party promptly of any such order or request (and if possible prior to making any disclosure) and shall request confidential treatment of such information by the third Party to which it is disclosed;

11.4.2   A disclosure of information to a Party’s auditors and/or other professional advisors or as part of its normal reporting or review procedure to its parent company, members or partners as the case may be, provided that the Party disclosing the information will endeavor to procure that its auditors, professional advisors, parent company members and partners will also treat such information as confidential;

11.4.3      A disclosure of information made in order to enforce its rights under this agreement;

11.4.4      On termination of this agreement for whatever reason, the recipient Party shall return to the disclosing party (or, at the discretion of the disclosing Party, destroy) all copies of confidential information of the other Party which it has in its possession. The provisions of this Clause 10 shall survive the termination or expiry of this agreement for any reason whatsoever.




12.1  Either Party may, at its opinion, (without prejudice to its other rights) either suspend Service or terminate this agreement by giving notice in writing to the other Party taking immediate effect if:

12.1.1   The other Party has committed any material breach of any of its obligations hereunder including failure to pay any charges when due, and has not remedied the breach within five (5) days after receipt of written notice to do so; or

12.1.2      Either Party’s license to operate or to use either Party’s System, which affects the exercise of rights or performance of obligations under this agreement, is revoked or terminated for any reason (and not simultaneously replaced); or

12.1.3      The other Party makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally or a bankruptcy order is made against the other Party or a resolution is passed by it for its winding up, a court of competent jurisdiction makes an order for its winding up or dissolution, an administration order is made in relation to it or a receiver is appointed over (or an encumbrance takes possession of or sells) any of its assets; or

12.1.4      the other party does not provide Services to the minimum standards as set out in Clause 10 and the jointly agreed operation manual and fails to remedy the situation within thirty (30) days of receipt of written notice to do so; or

12.1.5      The other Party fails to pass VoIP telecommunications traffic to the first Party for a period of four (4) consecutive weeks.


12.2  Either Party may terminate this agreement for any reason in accordance with the provisions of Clause 4 or if the events in Clause 14 arise.


12.3  Termination or expiry of this agreement shall not affect the accrued rights of the Parties at the date of termination or expiry or affect those obligations of a continuing nature which shall continue to apply, including, without limitation, the provisions for indemnification, confidentiality and the obligation to make payments, notwithstanding the termination or expiry of this agreement for any reason whatsoever.




13.1  Subject to sub-Clause 13.4, neither Party shall in any circumstances be liable for any indirect, consequential, special or incidental losses or damage suffered by the other Party, its servants or agents whatsoever or howsoever arising in relation to this agreement (including without limitation loss of goodwill, business or profit).


13.2  Subject to sub-Clause 13.3, neither Party shall be liable for any direct loss suffered by the other Party unless arising from breach of this agreement and/or negligence hereunder.


13.3  Nothing in this agreement shall exclude or restrict either Party’s liability for death or personal injury resulting from its own negligence.


13.4  Subject to the express terms of this agreement, neither Party shall be liable to the other for any claims, proceedings or actions brought or made against the other Party by persons pursuant to a contractual relationship with the other Party. The provisions of this sub-Clause 13.5 shall apply notwithstanding that such claims; proceedings or actions arise through the acts or omissions of the first Party.


13.5  The provisions of this Clause 13 shall continue to apply notwithstanding termination or expiry of this agreement for any reason whatsoever.




14.1  Notwithstanding any provisions of this agreement, neither Party shall be liable for its inability in performing any of its obligations hereunder (other than an obligation to make payment) if such inability is caused by or arises as a result of circumstances beyond the reasonable control of the relevant Party including, without limitation, inability or delay caused through natural disasters, fire, flood, riot, industrial dispute of any kind (other than disputes involving that Party’s own employees or the employees of an associated company to that Party), lightning, explosion, civil commotion, malicious damage, storm, tempest, acts or omissions of other communications carriers, act of government or other regulatory authority, acts or omissions of persons or bodies for whom the Party affected thereby is not responsible, and any other circumstances beyond the reasonable control of the relevant Party.


14.2  The Party affected by the Force Majeure event shall promptly notify the other of the estimated extent and duration of such inability to perform its obligations hereunder and in the event that this agreement cannot be performed according to its terms for a continuous period of 30 (thirty) days by reason of such Force Majeure event, the other Party shall be entitled to serve notice upon the other to terminate this agreement without any liability whatsoever to the other and those provisions of a continuous nature shall continue to apply notwithstanding the termination of this agreement under this Clause.




Each Party will use reasonable efforts under the circumstances to maintain its overall network quality. The quality of Service provided hereunder shall be consistent with other common carrier industry standards, government regulations and sound business practices. No other warranties are made by either party to the other or to any other person or entity, express or implied, about the Service provided hereunder, including but not limited to any warranty of merchantability or fitness for a particular purpose.




Neither Party may assign or transfer or purport to assign or transfer any of its rights or obligations under this agreement without the prior written consent of the other. Notwithstanding the foregoing, either Party may assign in writing its rights and obligations under this agreement to an associated company of that Party (for the purposes of this Clause an associated company means an affiliate, subsidiary or entity controlling or under the same control as such a Party) or to a third Party who has acquired its system if such associated company or third Party, as the case may be, holds all necessary licenses, consents and permissions as may be necessary to fulfill its obligations hereunder as a succeeding Party to this agreement. Any such assignment permitted herein shall be effective only upon signature by both Parties and the assignee of a formal novation agreement under which the assignee shall agree to observe and perform all of the provisions of this agreement referable to the assigning Party.




The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy or a waiver of any other right or remedy and no single or partial exercise of any right or remedy under this agreement shall prevent any further exercise of the right or remedy or the exercise of any right or remedy



Except as may be expressly agreed in writing between the Parties (under such express terms as are agreed), all trade and service marks, inventions, patents, copyrights, registered designs, design rights and all other intellectual property rights shall, be and remain in the ownership of the relevant Party. Nothing herein shall confer or be deemed to confer on either Party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other.




19.1  All notices, consents, waivers or other communications given hereunder shall be in writing, shall be delivered by hand, by registered or certified post (return receipt requested) or sent by facsimile, or electronic mail and shall be deemed received upon actual delivery. All notices shall be directed as follows with a copy to such other person as either Party may from time to time nominate.


19.2  Either Party may vary its address, designated representative or facsimile or electronic mail for notices by giving notice as aforesaid.


19.3  Notice given by hand, registered or certified post (return receipt requested) or electronic mail shall be deemed to have been received at the time of delivery.




Nothing in this agreement shall be construed as creating a partnership between the Parties or as constituting either Party as the agent of the other Party for any purpose whatsoever and neither Party shall have the authority or power to bind the other Party or to contract in the name of or create a liability against the other Party in any way or for any purpose.




21.1  This Agreement and the Arbitration clause set out below shall be governed by, construed and interpreted in accordance with the German Law


21.2  Any controversies, claims or disputes arising out of or relating to this Agreement or any breach hereof shall be settled by Arbitration under the German Law The Arbitration is to be held in Germany. All procedures, conferences and hearings held in connection with the Arbitration and all documents presented or filed in relation to the arbitration or in relation to or during such procedures, conferences or hearings shall be in English language. The award of the Arbitration Tribunal shall be final, conclusive and binding upon the Parties – also in the event of a party failing to appoint its arbitrator – and there shall be no appeal to the courts.




This agreement, together with all schedules and annexes incorporated herein specifically by reference, represents the entire agreement and understanding between the Parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either Party, whether oral or written. This agreement may only be modified if such modification is in writing and signed by a duly authorized representative of each Party.