Worldcall's General Terms and Conditions

1. Except where otherwise agreed between the parties in writing WORLDCALL's offers are made without specific commitment including commitments with respect to the availability of the telecommunications services. The agreements entered into by WORLDCALL's agents or representatives are not valid until they are ratified by WORLDCALL. The rights and obligations created by and in terms of this agreement are strictly individual and cannot be transferred, ceded or assigned without the prior written agreement of the parties. Neither party shall be entitled to terminate: this agreement, its rights and / or obligations without written notification to the other party.
   
   
2. WORLDCALL undertakes to sell to the CUSTOMER and the CUSTOMER agrees to buy from WORDLCALL the telecommunications services (collection and termination of phone calls), the computer services (software) and / or the equipment, as recorded in this Agreement and Annexures thereto. Every amendment / modification of tariffs and / or charges and / or new agreements between the parties will be recorded in a supplementary agreement which supplementary agreement shall be annexed to this Agreement.
   
   
3. WORLDCALL reserves the right to amend / alter the tariffs / charges as recorded in the annexures to this Agreement and undertakes to provide the CUSTOMER prior written notification and to effect any amendment / alteration of the tariffs / charges in accordance with the terms and conditions of the respective tariff plan and / or Price List, as agreed between the parties, that govern the tariffs / charges that are to be amended / modified.
   
   
4. The CUSTOMER shall be liable for the cost and expenses to be incurred for the provision and preparation of the necessary infrastructure, transmission and communications alterations if technically required to provide the minimum infrastructure to provide the service as requested by the customer, if such expenses exceed the once off setup fee charged by WORLDCALL and provided that the CUSTOMER is advised of and agrees to the costs and expenses in advance. Each party to this Agreement is responsible for its activities and warrants that it has obtained all authorizations for the provision and utilization of the service as required by law and / or regulation.
   
   
5. All the services are prepaid. WORLDCALL will, on a monthly basis, bill the CUSTOMER for the services in Euro and the CUSTOMER will pay the invoices in Euro. The invoices are to be paid within fifteen (15) days of date invoice. In case of non-payment of the invoiced amount within fifteen (15) days from the date of invoice, except for reason of dispute, WORLD CALL shall be entitled to increase the amount invoiced, without the requirement to provide formal notification, by the lesser of fifteen percent (15%) of the original invoice amount or one hundred and twenty five Euro (125 EUR). On the expiration date of this Agreement, all sums due and payable have to be paid. Interest may be levied on overdue amounts (maximum 15% per year). In case of non payment of an undisputed invoice or in the case of the residual balance of the CUSTOMER.s account being equal to or less than Zero Euro (0 EUR), WORLDCALL reserves the right to claim the immediate payment of all sums owed or payable by the CUSTOMER. The services will be suspended until payment of the amount owed is received or the contract terminated. WORLDCALL rounds-up the call cost charges, in Euro, for calls made on WORLDCALL.s network to the third digit after the comma.
   
   
6. Any unjustified, delay of payment will entitle WORLDCALL to terminate this Agreement without compensation being paid to the CUSTOMER and without renunciation of the right to the payment of damages and interests.
   
   
7. This agreement is concluded for an initial period of twelve (12) months from the date of signature of the agreement and shall be automatically renewable for further periods (renewal period) twelve (12) months, commencing on the anniversary of the date of signature, unless terminated by either party. , Each party has the right to terminate the contract by giving the other party at least thirty (30) days written notice of its intention to terminate before the termination date of the initial period or any renewal period. After the effective date of the termination of this agreement in accordance with this clause the parties rights and obligations with respect to service provision shall cease and neither party will be entitled to demand the provision of service.
   
   
8. The services of WORLDCALL are provided on a best efforts basis and WORLDCALL declines all responsibility for delay or nonfulfillment of its material or technical contractual obligations resulting from an event of Force Majeure. In case of failure or fault of the system being experienced or detected by either of the parties such party shall notify the other party within a maximum of three (3) days of such failure or fault. WORLDCALL undertakes to utilize its best efforts to remedy such failure or fault in accordance with best practices in force in the telecommunications industry. Neither of the parties will be responsible for consequential damages and indirect losses, including but not limited to: loss of profit, loss of activity, loss of clientele, loss of market share and / or loss of data.
   
   
9. Taking into consideration the Service Provider position of WORLDCALL this Agreement can not be utilized to force WORLDCALL to enter into an association with, work with or develop a service offering or connectivity to or provide service to or in conjunction with any stipulated the third party.
   
   
10. Each party remains responsible of the collection of taxes from and the enforcement as applicable of the applicable rights and obligations of its final users and the payment of such tax and contributions to the relevant governmental authority.
    
    
11. The acceptance of an invoice includes the acceptance of these general conditions and the specific conditions included in the WORLDCALL tariff plans. This Agreement shall be governed and interpreted in accordance with Belgian law and any litigation arising out of a dispute with respect to this Agreement or any conditions in the WORLDCALL tariff plans shall be subject to the exclusive jurisdiction of the Courts of Brussels.