Terms and Conditions
Voxbi is a trade name of Voipgate S.A.
Article 1. DEFINITIONS
The following terms shall have the meaning hereby assigned to them by the Parties:
• Beneficiary: a legal subsidiary body of the Client, or that belongs to the same corporate group as the Client, which is monitored by common affiliated company and beneficiary of the service
• Order: offer signed according to present Terms and Conditions
• Client: natural person and/or legal person subscribed for Service
• Prices and associated conditions: list of prices for administrative and technical service
• Description of the Service: all documents, drawings, plans attached to an offer
• Contracting Documents: the Order, the Prices and associated conditions and the Description of the Service
• Equipment: devices enabling the use of the Service
• Voxbi: provider of the Service according to Contracting Documents.
• Parties: collectively refer to Voxbi and the Client
• User: the person who uses the Service
• Plan: any of the subscription plans for the provision of Services made available to Customer whose features and applicable Fees, if any, are listed on the Site and that Customer may select either via a Purchase or by executing an Order Form, including any Voxbi Numbers, as applicable. For the avoidance of doubt the Free Trial (as defined below) shall be deemed a Plan.
• Service(s): means any and all of the services provided under this Agreement and/or made available to Customer by Voxbi from time to time pursuant to a Purchase or Order Form.
• Site means the voxbi.com website.
Article 2. THE SCOPE OF APPLICATION
1. These Terms and Conditions are an integral part of the Contracting Documents, which define the rights and obligations of the Parties concerning services of Voxbi S.A., with the head office located at L-7333 Steinsel, 70 rue des Prés, with registered number B105.502 at RCS of Luxembourg regarding the Service and the use of the said service by the Client.
2. The Service is the subject matter of these Terms and Conditions, is defined and identified in the Order. The use of the Service requires the acceptance of the Contracting Documents relating to the said Service. Voxbi is authorized to use the contact information given by the Client at the time of registration (completed or non-completed registration) to contact the Client (by email, post or telephone …).
Article 3. ACCEPTANCE
1. The Client acknowledges having read and understood these Terms and Conditions before the confirmation of the Order.
2. It is expressly recognized by the Client that the use of the Service requires acceptance of these Terms and Conditions and the Contracting Documents.
3. It is expressly recognized that confirmation of the Order by one of the representatives of the Client is equal to expressed and inalienable acceptance of all Contracting Documents.
4. Acceptance of these Terms and Conditions by the Client as well as confirmation of the Order relating to the Service chosen by the Client is irrevocable.
5. These Terms and Conditions cancel and replace any exchanges between the Parties prior to the confirmation of the Order relating to the Service chosen by the Client.
Article 4. ENTRY INTO FORCE
1. The Contracting Documents enter into force at the moment of confirmation by the Client, the said confirmation constitutes an irrevocable acceptance of the present Terms and Conditions.
2. The use of the Service is equal to acceptance of the Contracting Documents of the said Service.
3. Entry into force of the Service shall be possible only after the confirmation of the Order, the acceptance of the registration by Mixvoip, about which the Client will be informed by email, and according to the conditions mentioned in Article 8 “IMPLEMENTATION AND USE OF SERVICE”
Article 5. TERM
1. The Contracting Documents, except the modifications in regard to Prices and associated conditions, are valid during all the periods of the use of Service.
2. If no other period of time was set by Voxbi, the Service and the Contracting Documents are concluded for the period of 6 months, starting from the confirmation of the Order by the Client regarding when the Service was implemented.
3. The termination of the Contracting Documents and the Service on the terms are laid down in the article “TERMINATION”.
Article 6. CONTRACTING DOCUMENTS
1. The Contracting relations between Mixvoip and the Client are regulated by the following Contracting Documents, presented in decreasing hierarchic order:
The description of the Service
Prices and associated conditions of the Service
2. If there is any contradiction between one or more paragraphs found in any one of the Contracting Documents above, the highest document shall prevail.
3. All modifications, if necessary, regarding the provisions of the Contracting Documents and all modifications relating to the choice of the Service mean acceptance of confirmed order of the Client by Voxbi.
4. Should the contractual relations be terminated, it is the responsibility of the Customer to back up and edit the messages, statistics and registrations before the date of termination of the said relations.
Article 7. SERVICE
1. The Service provided by Voxbi shall be defined on the basis of the following documents:
The Offer and its acceptance by the Client in the form of the Order
The description of the Service
Prices and associated conditions of the Service
2. The Client expressly recognizes having read all information regarding the Service and all its elements before the confirmation of the Order, for example, prior technical requirements requested for the functioning of the said Service.
3. On this occasion, the Client was able to acknowledge the Service and its elements in total and to check if the said Service is relevant to his or her needs, without incurring any liability of Voxbi if the Client were to notice that the Service chosen under its own control, management, and responsibility in some way is inadequate for its needs.
4. The Client assumes its liability for the use of the Service, it being understood that Voxbi shall not be held liable under criminal or civil law for the use of the Service in accordance with the regulations in force.
5. Flatrate price per extension on IP-PBX’s -as described on Voxbi.com- can only be offered to the Clients and accepted by Voxbi on selected third party IP-PBX’s, under the control and supervision of a professional IT supplier, bearing a Gold or Silver certification by Voxbi. 24/7 remote access to the PBX must be granted to Mixvoip for check and security reasons. It is the responsibility of the Client to ensure full compliance of this access with the Regulation (UE) 2016/679. Flatrate price per extension is not compatible with autodialers, predictive dialers and call centres. A list of selected IP-PBX’s can be found here: https://www.voxbi.com/voice/sip-compatibility
Article 8. IMPLEMENTATION AND USE OF SERVICE
1. The Service is implemented according to the conditions of the article “ENTRY INTO FORCE” after the acceptance by Voxbi.
2. The Client will be solely liable for the content of transmissions (messages, SMS, emails, calls…) performed by the mean of the Service.
3. Voxbi shall not be held liable for the content of transmissions by the mean of its Service. The latter is used as a means of information transfer.
4. The Client undertakes to use the Service honestly and reasonably. The Client agrees not to use the Service fraudulently.
5. The Client undertakes not to use the Service for conducting the illegal, unlawful and fraudulent activity and/or committing offences that breach the regulations in force of the state of use.
6. The Client undertakes not to violate intellectual property rights.
7. The Client uses the Service with reasonable and due care. The Client shall not generate call flow out of the settled norm. Voxbi reserves the right to address with a profile to the services and authorized bodies in case of fraudulent or illegal use of the Service, and limit it or suspend its use by the Client in cases where fraud is suspected.
Such suspicion is justified when numerous different numbers have been called from the same phone line on the same day or month or if one or several calls lasted for a very long time or very short.
8. It is prohibited to share by the Client the subscription contract attributed to only one user of PBX, call centre, computer or any other means of communication.
9. The Client shall refrain from generating assets for the Client or the third party other than for private or daily professional use of the Service by giving calls to illicit numbers. In this case, Voxbi reserves the right to block the Client and to bill the calls, which exceed the settled limits, regardless of the type of plan chosen by the Client.
10. The distribution of advertising SMS or calls if not agreed with the addressee is prohibited. Voxbi reserves the right to apply all possible legal remedies to prevent the distribution and reception of unsolicited advertising SMS or telephone calls.
11. Delivery, operation and return of the Equipment:
If the Service includes implementation of the Equipment by Voxbi, shipment of the Equipment, implementation or installation will be performed at a particular address indicated by the Client in the Order, subject to availability of ordered equipment. In the case of renting, the Equipment can be used by the Client, but it is in the property of Voxbi. Consequently, the Client undertakes not to deal with any displacement or sharing and is obliged to return the Equipment to Voxbi according to the specific conditions of the article “TERMINATION” when the Contracting Documents and the Service were being ended. The Client uses the Equipment under the state of its guardian from delivery and until transmission to Voxbi. In case of any failure of the Equipment, the Client contacts Voxbi support service for return and replacement of the present Equipment. Unless stated otherwise in writing in the Order.
12. Voxbi implements various remedies for the purpose of protecting the Clients from the risks of fraudulent usage of the Service. In this case, Voxbi may limit or suspend the operation of the Service if suspicious, fraudulent or abusive use is detected.
Anti-fraud guarantee: any call conducted by a person who is not physically present on the site(s) of the Client may be entitled to reimbursement within 30 days. This guarantee applies to external attacks only, excluding all malicious actions performed from the site(s) of the Client, or by employees or authorized persons by the Client having or having had the access to the connection credentials. The claim for reimbursement shall include the date and time of the incriminated call(s)
13. Voxbi shall not be held liable for any damage, technical support or equipment that was not implemented by Voxbi itself.
14. Voxbi can request the Client fulfil the documents that permit to justify his or her identity (identity documents or passport, extract from the Companies Registrar (RCS), copy of the bank card…). Voxbi reserves the right to interrupt on a permanent or temporary basis the access to the Service.
Article 9. ACCESS TO SERVICE
1. It is recognized by the Client that Voxbi cannot guarantee constant access to the Service given its characteristics and the means of Electronic Communications/ Telecommunications that it requires, accessibility to said Service not being dependent in any way on the sole, particularly technical responsibility of Voxbi. Particularly, the Client recognizes being informed about difficulties related to its connection to the Internet, dependent on Internet connection and Internet provider of the Client or of Voxbi.
Voxbi shall not be held liable for the problems caused by the low quality of cellular network or Wi-Fi when using the Service.
2. The Client recognizes that he has been informed about the existence of emergency plans implemented by Voxbi that permit to assure the best access to the Service and in any event of equipment disability placed under the responsibility of Voxbi.
3. Voxbi reserves the right, in a limited and temporary manner, to suspend access to the Service for technical service reasons. In this case, Voxbi informs the Client about it by email, the duration of the suspension shall not exceed the duration of maintenance operations.
4. In case when Internet access is not provided by Voxbi, the Client shall verify his Internet access provider (FAI) if the latter does not block VoIP calls. If the calls VoIP are not authorized by the Internet access provider of the Client, Voxbi shall not be held liable for the failure of the Service or for additional charges of the Internet access provider.
5. Users or Customers who have subscribed to an Internet offer and a Voxbi hosted telephone exchange or SIP Trunk, Voxbi will give priority to Quality of Service for voice traffic.
6. Voxbi shall not be liable for any unlawful use. It is the User’s responsibility to ensure the legality of the content and the use that might be made of it. The providers of these services or contents are also considered as Users. Voxbi guarantees respect for privacy and the protection of personal data and reserves the right to slow the traffic, without discrimination of source, destination or content, for all objective reasons related to congestion, attacks, or legal requests.
Article 10: CUSTOMER INTERFACE AND STORAGE OF MESSAGES
1. Voxbi, during the relations between the Parties, provides a customer interface and extranet account for the Client that is accessible by login and password given by Voxbi at the time of order.
2. The Client recognizes and is obliged to consult the invoices issued by Voxbi on monthly basis.
3. The information and contacts indicated in the Client`s account and retained by Voxbi constitute serves as proof between the Parties.
4. The Client recognizes that Voxbi is not liable in any form for the deletion or failure to store any messages and/or other communication or data retained or transferred by the Service.
Article 11. FINANCIAL CONDITIONS
1 Free Trial. Customer may elect to try the Services for a period of up to 60 (60) business days from the Effective Date and shall be permitted to make outbound calls for a total of up to thirty (30) minutes (such trial of the Services, the “Free Trial”). At the end of the Free Trial period, Customer may purchase additional products and services not included in the Free Trial by selecting a Plan.
2 Fixed Fees. Customer may select a Plan on either a monthly basis or an annual basis. Unless otherwise provided for in the relevant Order Form, the fees to be paid by Customer that are associated with such Plan shall be indicated on the Site (such fees, the “Fixed Fees”). Additional Voxbi Numbers purchased by Customer via the Voxbi website, as applicable, shall also be deemed Fixed Fees and will be invoiced at the same billing frequency as the Voxbi Numbers purchased in the original Plan on a prorata basis. For the avoidance of doubt, fees associated with outbound calls or inbound calls (where applicable) shall not be included in the Fixed Fees. Fixed Fees may be updated by Voxbi at any time, and Voxbi will endeavour to provide notice of such update prior to its implementation. Such updated Fixed Fees shall be effective on the first day of the next Renewal Term.
3 Usage Fees. The fees to be paid by Customer that are associated with outbound calls and/or inbound calls, where applicable, shall be calculated by multiplying the per-minute rate applicable to such calls (“Per-Minute Rates”) with the Chargeable Time (as defined below) (such fees, the “Usage Fees”). Usage and the duration of calls shall be calculated as follows: (i) in full-minute increments; (ii) calls shall be rounded up to the next full minute increment at the end of each call for invoicing purposes; (iii) calls will be deemed to begin (A) for outbound calls when a connection to the number Customer is trying to reach is established and recorded in Voxbi’s system, and (B) for incoming calls when a signal connection from the caller is recorded in Voxbi’s system; (iv) calls will be deemed to end when Customer or Customer’s correspondent have ended the call or where the call has ended due to a technical malfunction, but a call shall not be deemed ended until Customer’s signal of a call disconnect is recorded in the Boxbi system; (such calculation of the duration of calls as detailed in (i) through (iv) included, “Chargeable Time”). Voxbi may change the Per-Minute Rates at any time and will endeavour to provide notice of such change prior to its implementation. Such change shall be effective on the first day of the next Renewal Term. Customer may request the Per-Minute Rates currently applicable by sending a request to email@example.com. The Services shall be subject to the following conditions: a) Outbound calls, conference calls, and calls to premium numbers made by Customer with a local/toll-free phone to countries outside of the European Union will incur Usage Fees; b) inbound calls to Customer are free regardless of whether they come from a foreign country or not, provided they are made to a local or geographic telephone number (non-toll-free); c) all inbound calls on a toll-free phone line shall incur Usage Fees; d) any internal calls or communications (including calls, voicemail deposits and call transfers) between Users, or between a User and an Administrator, shall be free of charge provided such calls have been made using the Services; e) outbound calls for which Voxbi receives answer supervision (i.e. connecting time) including ring time, shall incur a minimum of one (1) minute of Chargeable Time (answer supervision may also be generated by voicemail systems, private branch exchanges, and interexchange switching equipment); f) calls forwarded to mobile phones or landlines shall be deemed outbound calls and shall incur Usage Fees, including in the event Customer has purchased an unlimited outgoing/incoming call bundle, at the then applicable rate; g) calls received by Customer from a third party using a local/toll-free phone line which call is subsequently forwarded or transferred shall be deemed to be the same call; and h) Services and their billing are set-up for use by a minimum of three (3) Users.
4. The invoices issued by Voxbi between the first and the fifth day of each month are available in the account of the Client and are sent on a monthly basis by email from the day of acceptance of the Order of the Client by Voxbi, except obligations on a non-repeated basis or annual, for which a special invoice may be issued at the set date, as well as a direct debit mandate for the recurring contracts subject to the applicable conditions as described below.
5. The invoices, which are the subject of a direct debit mandate, are debited automatically by Voxbi on the account indicated in the question.
6. The invoices, which are not the subject of a direct debit mandate, are payable on the due date indicated on Voxbi invoices.
7. In case of late or nonpayment, total or partial, of the charges indicated in the invoices issues by Voxbi, the Client shall be liable to Voxbi for default interest equal to the legal rate without prejudice to the right of Voxbi to limit, and/or to suspend availability and use of the Service until the moment of complete payment of all amounts, or to terminate the Contracting Documents according to the conditions prescribed in the article “TERMINATION”.
8. In case of late and/or nonpayment, namely if the Client did not pay two invoices (invoice of the current month and of the month before current), Voxbi issues the first recall by email or by postal mail during the current month after the fifteenth day. This recall will be billed to the Client in the amount of 4.84 €.
9. In case of late and/or nonpayment, namely if the Client did not pay three invoices (invoice of the current month and two unpaid invoices over one or two previous months before current), Voxbi automatically issues the second recall by email or postal mail informing about the urgency of this situation. This recall will be billed to the Client in the amount of 4.84 €.
10. Finally, Voxbi automatically issues the third recall by email or by postal mail informing the Client of the imminent suspension of the Service. This recall will be billed to the Client in the amount of 4.84 €.
11. Blocking of the account is subject to additional suspension/reactivation charges in the amount of 41.20€.
12. Voxbi reserves the right to block every unpaid account.
13. It is prohibited for the Client to modify and/or to delay the periods of payments, which are indicated in the invoice of Voxbi.
14. Voxbi reserves the right to modify the prices, its Terms and Conditions or to establish new charges related to the Service and its use. All modifications will be brought to the attention of the Client by information of the upload on www.voxbi.com of the new version indicated on the monthly invoice of the Client, by postal mail or by e-mail according to the billing mode chosen thirty (30) days prior to installation. In the absence of acceptance of these new rates by the Client, the Client must inform Voxbi within one month from the date of issue of the invoice by simple letter or by e-mail. In the absence of notification within 30 days, the amendments shall be deemed to have been accepted.
15. The Client bears all bank fees relating to the mean of payment and to all consequences in case of non-credited bank account/non-sufficient funds/ refusal of transfer/ lack of bank account details on the bank account of the Client.
16. The Client must inform Voxbi in the latest delay about the change of the number of the account, expiry date of the bank card, or the address to which invoices are issued; and, in general, all modifications relating to the initial registration and sub registration for the Service.
17. All changes of the Service if requested by the Client mean brief creation and confirmation of the new order accepted by Voxbi. Any additional Equipment connected to the Service and generating voice traffic will be billed (recurring charges and minutes) as per the Client’s conditions.
18. In case of free trial use and absence of renunciation by the Client the Contracting Documents enter into force at the date of acceptance of the order by Voxbi and the first invoice is issued the next day after the completion of the free trial period.
19. In case of refusal of the invoice by the Client, he must address its refusal to Voxbi within 30 days from the date of the emission of the invoice. Beyond that period, the invoice is deemed to have been accepted by the Client.
20. In case of the rejection of payment by the bank of the Client, the charge in the amount of 10 Euro will be billed to the Client in the next invoice.
21. Voxbi can claim against the Client, without prejudice to any compensation of the procedure, which exceeds the amount that may be granted by the tribunal according to Article 240 of the New Code of Civil Procedure of Luxembourg, to pay compensation set at a flat rate of 1.500,- EUR concerning all recovery costs not included in costs incurred through late payment.
Article 12. ASSIGNMENT OF NUMBER
1. The Client is informed that the number, which permits the use of the Service and which was assigned to him belongs to him and that the said number can be used after the termination of contracting relations with Voxbi by another operator without any repayment of any kind to Voxbi.
The Client declares that he is informed that the use of several telephone numbers evokes the stopping of services initially associated with the line(s). In case of service stop, Voxbi shall not be held liable.
2. All cancellation of portability by the Client will be billed starting from the moment when portability was accepted by the operator and when the Client received a temporary date of portability. In case of annulations, required repayment will be equal to 100% of real portability fees, including the case of free trial portability on the basis of the special offer.
3. If the Client wishes to perform a portability return to the original operator, Voxbi must be notified about such return. All portability returns shall not be the subject of Voxbi liability and shall be performed directly by the receiving operator.
Article 13. LIABILITY
1. It is expressly agreed by the Parties that Voxbi exercises contractual obligations in full according to the provisions of the Contracting Documents, in the course of due diligence, and the uses and regulations of its profession, and trade practices.
2. In the case when the liability of one of the Parties is engaged, it is agreed between the Parties that only direct damages are the subject of repair works, indirect damages are not the subject of repair works, namely, loss of profit, turnover, financial fees, destruction of data, harm to brand image…
3. In addition, it is agreed between the Parties that the right for repair works is limited, all sectors taken together, equal to the number of recurring sums paid by the Client during the last month, which precedes the fact that generates the possibility to engage the liability of Voxbi.
4. It is expressly recognized between the Parties that in case of all sentences pronounced by all court and/or authorized body relating to the use and content of the Service by the Client, the latter will be liable for any expenses incurred by his actions.
5. In case when the Client is not the Beneficiary of the Service, the Client is the sole liable for fulfilment of obligations indicated in the Contracting Documents, in respect of Voxbi, particularly (but not solely) the obligations of payment.
6. CAUTION: EMERGENCY NUMBERS – Voxbi does not guarantee the correct operation of the Service relating to local systems of emergency numbers management (ambulance, police, fire department…) outside the territory of Luxembourg. To use these functions, the Client must connect PBX or Voxbi Service to PSTN classical lines and forward the calls using these connections. The Client undertakes to inform his Beneficiary(ies) about this clause.
7. Voxbi supports Fax2mail and Mail2Fax applications. Voxbi provides with this application the transmission of a 10 A4 pages document maximum. In case of using a physical fax device connected by an analogue adapter, Voxbi uses protocol T.38 or codec G.711, at a speed of 9600 bps, for 5 pages maximum, and after testing and validation. It is up to the users to check the compatibility of their equipment and remote devices. Voxbi can not be held responsible in case of partial or erroneous transmission.
8. WARNING: Voxbi can not be held responsible for any power or Internet service outage which may cause malfunctions on telephony, anti-intruder alarms, fire alarms, and all their connected devices.
Article 14. LICENSE
1. Voxbi grants and approves for the Client (and for the Beneficiary if the latter is not the Client) during all the duration of the Contracting Documents the right of personal use, non-exclusive and nontransferable Service under the conditions chosen by the Client at the moment of confirmation of the Order or offer.
2. All the programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and the Equipment that make up the Service are the sole property of Voxbi.
3. It is prohibited for the Client to rent out, to dispose to sub-license or to grant the right for the Service to anyone on an expensive or free, determinate or temporary basis. Yet, the Client is authorized to assign the use of the Service to one or numerous Beneficiary (ies), subject to terms and conditions herein prescribed. Particularly, the Client agrees, in case of re-invoicing to his Beneficiary (ies) for the use of the Service, not to invoice at a price higher than is paid by the Client according to the Contracting Documents.
4. Default music on hold. Voxbi uses the soundtrack Wind Song created by SooSLIX https://www.jamendo.com/track/747913/sooslix-wind-song The artist has given rights and authorizations to Creative Commons, as per the convention CC BY-ND 3.0. The artist is credited on https://www.Mixvoip.com/impressum In case the Customer uses the default music on hold, it is the Customer’s responsibility to credit the artist in accordance to the rules of the CC BY-ND 3.0 convention described on https://creativecommons.org/licenses/by-nd/3.0/ “Tunguska Electronic Music Society” is the independent creative group of free artists who compose free music for free people. The creative lab of the community is based on Mutual Respect, Love and Understanding. Every wishing person who shares the community’s principles, ideals and aims can become a part of the “Tunguska Electronic Music Society”. The target of the community is the creation of the alternative musical, video and cinema cultural layer, where the main motivator of the creation is the creation itself. http://tunguska.org/ru/
Article 15. TERMINATION
15A-TERMINATION AT ANY MOMENT
1. The Contracting Documents concluded for the duration of 6 months can be terminated by one of the Parties at any moment, respecting the provided notice period of one full calendar month following the month during which termination is notified. The notice must be performed by the registered letter with an acknowledgement of receipt or email.
2. In case of termination, the Client agrees to return all Equipment belonging to Voxbi within fifteen days, including the date of termination. If the Client does not return the Equipment within this period, recurring rental costs will continue to be invoiced by Voxbi until the date of return of the Equipment.
3. In the event of termination before the term provided for by the Order Form in the context of a financing offer by Voxbi subscribed by the Client, the Client agrees to pay in one instalment and before the termination date chosen by him under article 15A, the remaining balance due for the monthly payments described on the Order Form. Voxbi will issue an invoice for the remaining balance due in respect of their installed equipment. No deduction under any pretext can be established. In the absence of payment, the termination request made by the Customer will be rejected by Voxbi and the contract can only be terminated at the end of the financing period initially established and accepted by the Parties.
15B-TERMINATION BY THE BREACH OF OBLIGATIONS BY THE PARTIES
1. In case of breach of any of its contractual obligations by Voxbi, the Client may, thirty (30) calendar days after having formally notified Voxbi to perform its obligations in a registered letter with an acknowledgement of receipt that remained unanswered and/or unsuccessful legally terminate the Contractual Documents, without prejudice to any damages or interests. In addition, if within thirty (30) calendar days after the above mentioned period, the Client has not implemented the mutual agreement procedure and/or has not brought the action in the competent court, it is deemed to have waived its claim and its action, notwithstanding the provisions of the “Non-waiver” article herein.
2. In the case of breach by the Client of any of its contractual obligations, Voxbi may, thirty (30) calendar days after giving notice to the Client to perform its obligations by registered letter with an acknowledgement of receipt has remained unsuccessful, automatically terminate the Contracting Documents, without prejudice to any damages or interests.
3. In case of jeopardy to this clause caused by the Client, the latter shall pay Voxbi for all services performed and/or used at the date of termination, whether received or not, notwithstanding the right of Voxbi to seek compensation for damages. Also, Voxbi is authorized in such cases to:
Apply the charges for termination prescribed above;
Limit the use of the Service, after the first incident of payment and until complete payment;
Suspend the use of the Service, after the first incident of payment and until complete payment;
Seek damages and interest at the extent actually suffered.
No termination of the Service is possible by the Client without prior contact with Voxbi for confirmation and planning of the Service termination.
Article 16. INSURANCE
For their respective activities, each of the Parties states that it is insured with a reputedly solvent insurance company.
Article 17. FORCE MAJEURE
1. The Parties agree that in the first instance, the case of force majeure shall suspend the execution of all reciprocal obligations.
2. If the state of force majeure lasts more than one (1) month, the Contracting Documents will be automatically terminated, without compensation of any kind for each of the Parties.
3. Explicitly, cases of force majeure are considered to be those usually retained as such by the Luxembourg courts.
4. In any event, in cases of force majeure, the Parties undertake to reduce the aforementioned impact of such force majeure on the operation and execution of the Contracting Documents and shall inform each other of any actions taken.
Article 18. TRADEMARK
1. The Client undertakes not to use, infringe or to refer to company names, trademarks or logos of Voxbi without prior, expressed and written authorization.
2. The Client authorizes Voxbi to report its name as a trade reference for the duration of the Contracting Documents.
Article 19. INDEPENDENCE OF PARTIES
The Contracting Documents are agreed upon between independent parties. None of their provisions may be interpreted as giving to either of the Parties the power or authority to act on behalf of the other Party or as constituting any form of association or partnership between the Parties.
Article 20. SUBCONTRACTING
Voxbi reserves the right to subcontract all or part of its services necessary to provide the service and to change supplier for any operative or strategic reason that Voxbi will decide, including the hosting of the services. in such a case, Voxbi will take all appropriate measures for the possible porting of the clients’ number(s). In the case of subcontracting, Voxbi remains liable to the client for the failure of the subcontractor to comply with its obligations.
Article 21. CONFIDENTIALITY
1. The provisions of the Contracting Documents are confidential.
2. Each Party undertakes to ensure the same level of protection and confidentiality of documents, writing and data of the other Party as for its own documents, writing and data.
3. The provisions of this Article shall not apply to documents, writings and data in the public domain and/or reported by one of the Parties as non-confidential.
4. The Client recognizes to be informed of lack of security and confidentiality of Internet network through which the information will be transited. Consequently, confidential information transited by the Client by using the Service is at his own risk, and in no way Voxbi be held liable for any such claimed violation.
Article 22: TRANSFER
The Contracting Documents may not be transferred in their entirety or partially by either party without the consent of the other.
Article 23: INTERPRETATION
The provisions of the Contracting Documents shall be interpreted in relation to each other and in the interest of Parties.
Article 24. HEADINGS AND CLAUSES
In the event of difficulty of interpretation between the headings of clauses and/or of one of the headings and one of the clauses relating thereto, the Parties agree to declare the headings non-existent.
Article 25. ENTIRE AGREEMENT
1. The provisions of the Contracting Documents constitute the entirety of obligations
2. No other obligation may be incorporated in the Contracting Documents in the absence of additional agreement between the authorized representatives of each Party.
Article 26. VALIDITY
1. The Parties expressly agree that in the event or following a final court decision that a legal or regulatory change to any of the provisions of the Contracting Documents is declared invalid or unenforceable, this shall not affect the other provisions of the Contracting Documents.
2. In this case, the Parties agree to meet to analyze the impact of this situation with regard to their respective obligations and the purpose of the Contracting Documents in order to pursue their relationships.
Article 27. NO-WAIVER PROVISION
The Parties expressly agree that the failure to claim a breach of contract does not mean the renunciation of making such a claim in the future.
Article 28. LANGUAGE
The Parties expressly agree that the language governing the Contracting Documents is French and English.
Article 29. APPLICABLE LAW
The Contracting Documents, in their entirety, are governed by the law of Luxembourg.
Article 30. LEGAL OR REGULATORY DEVELOPMENT
The Client is informed that the Service may be subject to modifications and development, including prices, in case of legal or regulatory developments within the duration of the Contracting Documents. These developments shall apply to the Service under the conditions set out for those developments.
Article 31. DATA PROCESSING AND FREEDOMS
1. It is the sole responsibility of the Client to comply with the Law of 2 August 2002 relating to the protection of individuals with regard to processing personal data, when using the Service, Voxbi shall not be held liable for any such claimed violation.
2. The Client`s personal data are for registration and for the Service, for contacting it and for informing it of the offers and services of Voxbi and its partners and in accordance with current regulations.
3. By accepting the Offer, the Client agrees to provide true and accurate information about itself. False information is contrary to these Terms and Conditions and may be the reason for suspension and/ or termination of the Service.
4. In accordance with the law relating to the protection of individuals with regard to processing personal data, the collection and processing of information has been the subject of the statement to the CNIL.
5. Voxbi is the sole holder of the Client`s information. Only Voxbi and its partners may send to the Client accurate and precise information on a promotional basis. These partners are selected by Voxbi and they are recognized for the quality of their products and services.
Article 32. UNFORESEEN CIRCUMSTANCES
In the event of modification during the term of the Contracting Documents of economic circumstances with respect to the circumstances existing at the time of activation of the Service, regardless of the intervention of the Parties and outwith cases of Force Majeure, the Parties agree that the Service may be temporarily suspended; the Parties agree to meet to take into account these new circumstances and to explore implications with respect to the Service and its continued use.
Article 33. PLACE OF DOMICILE
The Parties elect their place of domicile at their respective headquarters. In the event of a change of registered office, each Party undertakes to notify the other by email.
Article 34. EVIDENCE AND NOTIFICATION
1. The notifications by Voxbi shall be in the form of email or registered letters in paper-based form.
2. The notifications by the Client shall be delivered by registered letter with acknowledgement of receipt in the paper-based form at the address of the registered office.
3. The Parties expressly agree that electronic and/or digital documents as well as the information and data held by Voxbi in respect of the Client and accessible at his account on the site www.voxbi.com shall constitute evidence between them.
Article 35. AMICABLE SETTLEMENT
1. In the event of difficulty of execution and/or interpretation of the Contracting Documents and prior to referral to the competent courts, the Parties agree to attempt to move towards each other, with each of them by designating lawyer, representing agent or employee.
2. The representatives of Parties shall meet on their initiative of the first Party to act and no later, in the absence of a better agreement, within fifteen (15) days of the meeting request.
3. In this case, these representatives shall establish an agenda for this meeting, and subsequent meetings if necessary, to put an end to their dispute.
4. In case of agreement, the Parties shall sign a confidential agreement protocol and/or amendment to the Contracting Documents.
5. In the absence of agreement between the Parties, each of them shall regain its complete freedom of action.
Article 36. JURISDICTION
In case of difficulty of implementation and/or interpretation of Contracting Documents and after the failure of an amicable settlement, express jurisdiction is attributed to the courts of Luxembourg, notwithstanding multiple defendants of the introduction of the third parties, including for emergency, conservatory, interim or complaint measures.