Terms and conditions of XeloQ and GoandCall.com – XeloQ Communications Ltd.
— READ ALL BELOW BEFORE AGREEING TO THESE TERMS —
These Terms of Service apply exclusively to the VoIP services to be used by XeloQ end users, Affiliate partners and branded VoIP resellers. Please note that you are not allowed to use the VoIP services in territories where offering or using such services is forbidden by law. By agreeing to this Terms of Service, you will explicitly state that you have verified in your own territory if the offering and use of such services is allowed.
Article 1 Definitions
1.1 These words have the following meanings in this agreement, either in the singular or in the plural form.
Account: refers to the ability to use the GoandCall.com
VoIP service; VoIP service: means all services provided by XeloQ Communications / GoandCall.com which allows subscribers to make and receive calls to/from End-Users and for which XeloQ Communications / GoandCall.com receives payments. Our services include standard VoIP calling services, DID’s, Hosted PBX services, call shop services and calling card services.
Password: refers to a code you selected, which, in combination with the User ID, gives you access to your Account.
User ID / Account Number: refers to an identification code you selected, which in combination with the Password, gives access to your Account.
GoandCall.com: refers to the entity GoandCall.com (which is a division of XeloQ Communications Ltd.), with its address at Kruisweg 811B, 2132 NG, Hoofddorp in The Netherlands.
Subscriber: means a subscriber of the VoIP service; End-User: refers to the end user who is on the Public Switched Telephone Network.
Article 2 General Provisions
2.1 GoandCall.com shall endeavour to provide the VoIP service with minimum disruptions. However GoandCall.com cannot guarantee that the VoIP service will always function without disruptions, delay or other imperfections. Since the VoIP service will be transmitted through public Internet lines and the public switched telephony network, you understand that you may experience some disruptions in the VoIP service, e.g. packet loss and delay. Additionally, you also understand that calls to or from the public switched telephony network are not encrypted and as such, could be potentially subject to eavesdropping by law enforcement officials or other third parties over the public Internet.
2.2 Goandcall.com is entitled, without any liability, to refuse, limit, suspend and/or interrupt the VoIP service, for any reason whatsoever, at its own discretion and without any notice to you.
2.3 Goandcall.com may change the technical features of the VoIP service in order to keep pace with the latest demands and technological developments.
2.4 Goandcall.com is not responsible for the communication transmitted through the VoIP services. However, by accepting this Terms of Service, you agree to use the VoIP service only for lawful purposes.
2.5 You acknowledge and understand that the VoIP service is not a traditional telephone service. Important distinctions (some, but not necessarily all, of which are described in this Terms of Service) exist between the traditional telephone service and the VoIP service provided by GoandCall.com.
2.6 You acknowledge and understand that the VoIP service provided by GoandCall.com and the support of our system an availability of our support engineers is completely based on Best Effort.
Article 3 Emergency Calls
3.1 You expressly acknowledge and agree that the VoIP service provided by GoandCall.com does not and is not intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any type of emergency services of any kind (like 911 / 112) and that GoandCall.com is not liable in any manner for such calls. In the event that, with your permission, another user uses your account, you are responsible to inform that user that it is not possible to support or carry emergency calls with the GoandCall.com VoIP service.
3.2 For certain business accounts we provide limited emergency calling to 112 in The Netherlands only. This service can only work when your SIP account is operating from a confirmed location that will and can not be altered.
3.3 XeloQ cannot guarantee that the emergency calling will always function without disruptions, delay or other imperfections, or at all. Where enabled, emergency calling will be transmitted through public Internet lines and the public switched telephone network (“PSTN”). Consequently, there may be power outages or Internet service disruption and you may experience some disruptions e.g. packet loss and delay which will interfere with the quality of your communication. Furthermore, XeloQ cannot guarantee that you or your business users will always be able to communicate with other people, nor can XeloQ guarantee that you or your business users can communicate without disruptions, delays or communication-related flaws or that all Your communications shall always be delivered to other people. Any of these limitations may adversely affect successful call connection.
3.4 if the emergency call of a business user is connected, such business user will be required orally to provide their physical location to a third party emergency services operative to enable the correct emergency organisation to respond to the emergency. If the business user does not provide this information when prompted, You acknowledge that the emergency call of your business user may not be completed and such business user will not be able to gain access to the required emergency service using their business account. XeloQ will have no liability for any failed emergency call in such circumstances.
3.5 You expressly acknowledge the service limitations described above and agree to continue to make alternative arrangements in order for your business users to access emergency services through a traditional wireless (mobile) or fixed line telephone service.
Article 4 Your Cooperation
4.1 You will use the VoIP service in accordance with these Terms of Service, the End User License Agreement and the relevant legislation.
4.2 You will at all times provide GoandCall.com in good time with any data or information necessary to a proper providing of the VoIP service.
4.3 If any data required for the providing of the VoIP service are not available to GoandCall.com or not available in good time or not in accordance with the arrangements, or if you do not fulfil your obligations in any other way, GoandCall.com will be entitled to suspend the provision of the VoIP service.
4.4 You agree not to resell the VoIP service to any third party unless you are an assigned reseller by GoandCall.com.
4.5 You agree to indemnify, hold harmless and defend GoandCall.com at your expense, against any and all third-party claims, actions, proceeding and costs, including but not limited to reasonable attorneys fees, incurred by GoandCall.com arising out of or relating to your violation of the Terms of Service, the agreement, applicable law, or rights of any third parties and/or the misuse of the VoIP service.
Article 5 User ID, Password and Account
5.1 In order to make use of the VoIP service, GoandCall.com will grant you a User ID, Password and Account which you will have to create yourself on the Goandcall.com website at the Registration for new account section.
5.2 You are solely responsible for maintaining the confidentiality of your User ID and Password. You are responsible and liable for all activities conducted through your User ID, Password and Account, even if this occurs without your permission. XeloQ Communications is never liable for any abuse or third parties / hackers using your SIP account information and available credit.
5.3 You agree to immediately notify XeloQ Communications in writing of any unauthorised and/or fraudulent use of your User ID, Password and/or Account. You agree to indemnify GoandCall.com against any and all third party claims and all related liabilities arising out of, or relating to, the use of your User ID, Password and Account.
5.4 Goandcall.com reserves the right to change your User ID or Password if this is in the interest of the functioning of the VoIP service or to prevent fraudulent use of the VoIP service.
5.5 After registering for a new account you will have to activate this account within 24 hours; not activating your account will result in deletion of this account.
Article 6 Account Balance
6.1 In order to pay for the VoIP service you must deposit a credit balance (Pre-Pay amount) on your account(s) by credit card through PayPal, banktransfer, Western Union payment, or other means which may be made available by GoandCall.com. New accounts paid by credit card are activated immediately upon receipt, validation and fraude-check of credit information. You must give us a valid credit card number (Visa, MasterCard, American Express or any other issuer then-accepted by GoandCall.com ) when the VoIP service is activated. GoandCall.com reserves the right to stop accepting credit cards from one or more issuers. PayPal and Credit Card payments through PayPal, are charged with a 5% service-fee.
6.2 In the (near future) event GoandCall.com has provided you with a password or voucher number which represents a credit balance for the VoIP service, you will activate this credit balance on your account by typing this password or voucher number on the relevant part of the website www.GoandCall.com.com.
6.3 All credit balances on your Account are non-refundable. Notwithstanding the foregoing, GoandCall.com will refund a credit balance, deposited by you through credit card, in the event you terminate your Account pursuant to article 7.2 and 15.1.
6.4 Credit balance for all customers, partners and resellers expire after 9 months. As stated above, credit balance is non-refundable.
Article 7 Tariffs and Payment
7.1 For credits for the VoIP service purchased, you shall pay GoandCall.com the tariffs as stated on the website www.XeloQ.com. Unless stated otherwise, all tariffs and charges shall be stated in Euros and shall be exclusive of value added taxes (VAT) or any other applicable taxes.
7.2 Goandcall.com reserves the right to change the tariffs at any time without giving notice on the website www.GoandCall.com. If you do not wish to accept such adjustment of tariffs, you are entitled to terminate your Account, by written notice, with effect from the date on which the adjustment of tariffs would become effective. You agree that by continuing to use the VoIP service following the adjustments of the tariffs, you accept such adjustments.
7.3 Charges shall be calculated by multiplying the duration of the call by the applicable tariff. The duration of a call shall be based on 6 seconds increments with the first 12 seconds of each call always charged at any time. Fractions of the 6 seconds increments will be rounded up to the next 6 seconds for every 1 second or longer.
7.4 During the call, charges incurred will be deducted automatically from the Pre-Pay amount in your account.
7.5 In the event you believe that GoandCall.com has charged you in error, you must contact GoandCall.coms customer services within 7 days after such charge. Refunds or adjustments will not be given for any charges which are more than 7 days old.
7.6 You can only make use of the VoIP service when your account has a positive and sufficient credit balance for the call you would wish to make.
Article 8 Privacy, Personal Data and Traffic Data
Article 9 Intellectual Property Rights
9.1 All intellectual property rights regarding the VoIP service, including but not limited to the software and documentation that is used therefore developed and/or owned by GoandCall.com shall be and shall remain the sole property of GoandCall.com. The providing of the VoIP services does not imply any transfer of intellectual property rights.
9.2 You shall only obtain a non-exclusive and non-transferable right for the use of the VoIP services for the agreed objectives. You commit yourself to adhere strictly to any conditions laid down in the Terms of Service or imposed in any other way.
Article 10 Limitation of Liability
10.1 In the event of GoandCall.com being in breach of any of its obligations towards you under the agreement, GoandCall.com will accept liability to pay damages only to the extent as laid down in this article 10.
10.2 GoandCall.com can only be held liable for direct damages resulting from an attributable failure to perform its obligations under the agreement. Direct damages in this respect exclusively mean: a. all reasonable costs incurred by you in order to have GoandCall.com perform its obligations under the agreement; b. all reasonable costs incurred by you in order to prevent or limit any direct damages as meant in this article; c. all reasonable costs incurred by you in order to establish the nature and scope of the direct damages as meant in this article.
10.3 The direct damages as meant in this article shall be limited to the amount the amount actually paid by you for the VoIP service during the year in which such damages occur. In no event, however, shall the total compensation for any direct damages exceed the actual Pre-Pay amount IN the account at the time such damages occur.
10.4 To the maximum extent permitted by applicable law, in no event shall GoandCall.com be liable for any special, incidental or consequential damages whatsoever (including but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the VoIP service), even if GoandCall.com has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. Any investements made by the users of the VoIP service(s) from GoandCall.com to be able to make use of these services are not and will never be the responsibility of GoandCall.com. Therefore, GoandCall.com will not be liable for losses or damages that are the direct- or indirect result of these investments, whether these investments will be materialistic or financial.
10.5 The above limitation of liability in article 10.3 shall cease to apply if and insofar as the loss is due to GoandCall.coms wilful intent or gross negligence.
Article 11 Loss of Service Due to Force Majeure
11.1 You acknowledge and understand that the VoIP service does not function and GoandCall.com will not be in breach of any of its obligations towards you under the agreement in the event of a force majeure event. A force majeure event means any event beyond the control of GoandCall.com including, but not limited to, an act of God, insurrection or civil disorder, war or military operations, national or local emergency, power outage or Internet service or servers disruption, flood, subsidence, or weather conditions of exceptional severity.
11.2 In the event GoandCall.com is affected by a force majeure event, it shall promptly notify you of the estimated extent and duration of its inability to perform or delay in performing its obligations, on a best efforts basis.
Article 12 Term and Termination
12.1 The agreement will be effective as of the date you accept the agreement, and will remain effective until terminated by either party as set forth in this Terms of Service.
12.2 You may terminate this agreement at any time, under the conditions provided herein. GoandCall.com may terminate this agreement at any time, with or without cause, by providing notice to you and/or preventing your access to your account and to the VoIP service.
12.3 Upon termination of the agreement for any reason all licenses and rights to use the VoIP service shall terminate and you will cease any and all use of the VoIP service.
12.4 All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of this agreement, including without limitation, all of your representations, warranties and indemnification obligations.
Article 13 Assignment
13.1 You may not assign, or otherwise transfer, the agreement, or any rights or obligations hereunder without the other partys written consent (which consent shall not be unreasonably withheld or delayed).
Article 14 Governing Law
14.1 The Agreement shall be governed by the laws of The Netherlands.
14.2 All disputes that may arise under or in connection with the Agreement shall be exclusively submitted to the competent Court within Haarlem, The Netherlands.
Article 15 Miscellaneous
15.1 Goandcall.com may modify these Terms of Services at any time by publishing the revised Terms of Services on the website www.GoandCall.com.com. If you do not wish to accept these revised Terms of Service, you are entitled to terminate your Account, in writing or by e-mail to email@example.com, with effect from the date on which the revised Terms of Service would become effective. You agree that by continuing to use the VoIP service following the publishing of the revised Terms of Service, you accept these Terms of Service.
15.2 Goandcall.com reserves the right to adjust the VoIP service at any time, for example to conform with legal and regulatory obligations. If you do not wish to accept these adjusted VoIP service, you are entitled to terminate your Account, in writing or by e-mail, with effect from the date on which the adjusted VoIP will be provided.
15.3 The invalidity or unenforceability of any provision of the Terms of Service shall not affect the validity or enforceability of the remaining provisions of this Terms of Service. In the event of any provision of the Terms of Service being determined to be invalid, unlawful or unenforceable to any extent, parties shall agree upon a new provision that is to approximate the contents and scope of the original provision.
Last revised: April 20, 2009. GoandCall.com is a division of XeloQ Communications Ltd. The invalidity or unenforceability of any provision of the Terms of Service shall not affect the validity or enforceability of the remaining provisions of this Terms of Service. In the event of any provision of the Terms of Service being determined to be invalid, unlawful or unenforceable to any extent, parties shall agree upon a new provision that is to approximate the contents and scope of the original provision.