Divulge Telecom is established with dedicated management team to provide the quality voice over IP
service along with affordable pricing in Telecommunication.
Divulge Telecom is established with dedicated management team to provide the quality voice over IP
service along with affordable pricing in Telecommunication.
1.1 This site is owned and operated by Divulge Telecom Limited, ("we", "us", "our" or "Divulge Telecom Limited"). Divulge Telecom Limited, provides its services to you ("Customer", "you" or "end user") subject to the following conditions.
1.2 If you visit or shop at our website or any other affiliated websites, you affirmatively accept the following conditions. Continued use of the site and it`s services constitutes the affirmative agreement to these terms and conditions.
1.3 Customer is any natural person who creates an account on Divulge Telecom Limited either for their own use or a company to which it belongs. .
1.4 Customer acknowledges that when providing information, credentials, IP, email, phone, or any information related to your contact or using our service you agree to all our terms and services.
1.5 Customer authorize Divulge Telecom Limited to notify thru any information related to your account, with regards to rates, offers , new products, statements , reports, and collection of outstanding debts.
1.6 Divulge Telecom Limited reserves the right to change the terms, conditions and notices under which the Divulge Telecom Limited sites and services are offered, including but not limited to the charges associated with the use of the Divulge Telecom Limited sites and services.
1.7 When you visit Divulge Telecom Limited's websites or send Email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by Email or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
1.8 All content on this site, such as text, graphics, logos, button icons, images, data compilations and software, is the property of Divulge Telecom Limited and is protected by international copyright laws. The compilation of all content on this site is the exclusive property of Divulge Telecom Limited and is protected by international copyright laws. All software used on this site is the property of Divulge Telecom Limited and is protected by international copyright laws.
2.1 "Site" shall mean the Divulge Telecom Limited website."Affiliate" shall mean any person or entity, which (i) is owned by Divulge Telecom Limited, or (ii) owns Divulge Telecom Limited in part or whole, or (iii) is under common control and/or ownership with Divulge Telecom Limited. Service" shall mean those services described in our Web Site incorporated herein by reference."Service Date" shall mean the date of completion of provisioning and testing of the Services; which date will be notified via email to the Customer by Divulge Telecom Limited.
3.0 DESCRIPTION OF SERVICES.
3.1 Divulge Telecom Limited is in the business of providing IT consultancy, Voice over Internet Protocol ("VoIP") connection services and IT Software services. Customer desires to purchase from Divulge Telecom Limited, and Divulge Telecom Limited desires to sell to Customer such services in accordance with the terms and conditions set forth in this Agreement
3.2 Divulge Telecom Limited, directly and/or through its affiliates, subsidiaries, and underlying carriers, shall provide the Services, and Customer shall purchase and utilize the Services per the terms and conditions of this Agreement. The Parties may, by mutual agreement, add and incorporate additional services by executing additional schedule(s) and incorporating them herein.
4.1 This Agreement shall become effective as of the Effective Date. Unless otherwise provided in the Terms and Conditions of an applicable Service Exhibit, this Agreement shall remain effective until terminated as provided hereunder. Either Party may terminate this Agreement by providing the other with notice of such termination, which shall be effective immediately upon delivery of such notice to the other Party. Furthermore, Divulge Telecom Limited may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of Divulge Telecom Limited as posted on the Site from time to time. No reimbursements for any fees charged in connection with Service(s) offered on the Site shall be issued where reason for termination is due to the violation of any of the terms and conditions set forth herein or in any other policy posted on this Site.
4.2 Divulge Telecom Limited shall not be held liable for any delay or failure to provide service(s) at any time. In no event shall Divulge Telecom Limited, its officers, Directors, Employees, Shareholders, Affiliates, Agents or Providers who furnishes services to customer in connection with this agreement or the service be liable for any direct, incident, indirect, special, punitive, exemplary or consequential damages, including but not limited to loss of data, lost of revenue, profits or anticipated profits, or damages arising out of or in connection to the use or inability to use the service. The limitations set forth herein apply to the claimed founded in Breach of Contract, Breach of Warranty, Product Liability, Tort and any and all other liability and apply weather or not Divulge Telecom Limited was informed of the likely hood of any particular type of damage.
4.2.1 Divulge Telecom Limited makes no warranties of any kind, written or implied, to the service in which it provides.
4.3 Where applicable, the Customer shall be responsible for connecting to the Divulge Telecom Limited VOIP network or Software infrastructure and the Customer shall be responsible for procuring, at its own expense, the necessary facilities or equipment required to interconnect to such locations. Divulge Telecom Limited will endeavor to provide the Services on the Service Date and the Customer shall be solely responsible for coordinating the provisioning of its respective matching facilities and/or equipment (where applicable) by the Service Date.
4.4 The Parties shall coordinate the management of their respective system facilities, with each Party being responsible for providing and operating, at its own expense, its respective network facilities. The Parties also shall interface on a 24 hours/7 days a week basis to assist each other with the isolation and repair of any facility faults in their respective networks.
4.5 Divulge Telecom Limited makes no warranties, express or implied, as to any service provisioned hereunder. Divulge Telecom Limited specifically disclaims any and all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or title or noninfringement of third party rights. Divulge Telecom Limited does not warrant that the functions contained in the services or in Divulge Telecom Limited's systems will meet customer's requirements, or will operate in the manner desired by customer, or that the services or Divulge Telecom Limited's systems will be error free, or free from unauthorized intrusion. Notwithstanding the foregoing, Divulge Telecom Limited's total liability hereunder shall in no event exceed the lesser of: (i) customer's proven direct damages; or (ii) the aggregate amount of any applicable outage credits due under the annex(es) for the affected service. the foregoing limitation applies to all causes of actions and claims, including without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
4.6 Regarding VoIP Connection services, customer shall manage, without limitation, the integrity of the traffic egressing Customer's Network.
4.7 Regarding VoIP Connection services, customer shall screen and block calls destined to (a) invalid single numbers, (b) unassigned numbers or (c) numbers with invalid formats. Divulge Telecom Limited reserves the right to close or block destinations deemed susceptible to fraud without informing the customer.
4.8 Regarding VoIP Connection services, customer shall manage and correct, as necessary, any fraudulent calling patterns or calling patterns perceived as fraudulent that may harm or adversely affect Divulge Telecom Limited or its network. In the event that Customer fails to comply with the requirements Divulge Telecom Limited shall have the right (but not the obligation) to take protective action against Customer in order to protect Divulge Telecom Limited's egress network. Such protective action may include, without limitation, the temporary blocking of Customer's traffic until the applicable problem is resolved (in Divulge Telecom Limited's reasonable discretion). If it is determined that such traffic to Divulge Telecom Limited represents economic losses, the client is responsible for assuming all costs. Failure to take this commitment, Divulge Telecom Limitedwill be free to use any possible mechanism to ensure that such losses are settled by the customer and will be reported in the VOIP providers associated agreements.
4.9 Customer shall comply with all applicable local, state, national and international laws and regulations, including those related to data privacy, international communications, and exportation of technical or personal data. Users shall comply with all applicable FCC regulations, including, but not limited to, obtaining all necessary licenses and/or authorizations, and payment of any required fees directly to the FCC.
4.10 Users shall not use Divulge Telecom Limited Services to transmit, distribute or store material that is inappropriate, as reasonably determined by Divulge Telecom Limited, or material that is obscene like pornography, defamatory, libelous, threatening, abusive, hateful, or excessively violent.
4.11 Users shall not use Divulge Telecom Limited Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.
5.0 NO LIABILITY.
5.1 Customer agrees not to hold Divulge Telecom Limited, Divulge Telecom Limited's principals, agents, employees, officers, directors, Affiliates, or participants liable for any advice, representations and/or Service(s). Customer releases Divulge Telecom Limited, Divulge Telecom Limited's principals, agents, employees, officers, directors, Affiliates, and/or participants from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with any such disputes that may arise through the use of the Site and/or Service(s).
5.2 Customer acknowledges that Divulge Telecom Limited has no control over how a foreign administration or third party carrier establishes its own rules and conditions pertaining to telecommunications services. Customer agrees that Divulge Telecom Limited, its directors, officers, employees and agents shall not be liable for any loss or damage sustained by Customer, its interconnecting carriers, its customers or its end users, among other individuals and entities, due to any failure in or breakdown of the communication facilities associated with providing the Services, for any delay, interruption or degradation of the Services, whatsoever shall be the cause or duration thereof, or for any other cause or claim whatsoever arising under this Agreement. Customer shall remain solely responsible for any and all charges and damages arising out of any conduct described in this section, and shall indemnify Divulge Telecom Limited, and hold and save Divulge Telecom Limited harmless, for and from any and all such charges and damages.
5.3 In no event shall Divulge Telecom Limited be liable for the fraudulent or illegal use of the Services by any customers or end-users of Customer, or for any amounts that Customer is unable to collect from its customers, end-users or others. It is the agreed understanding of the Parties that the end-user customers of Customer are establishing a relationship with Customer and not a relationship with Divulge Telecom Limited. End-users shall have no rights or remedies against Divulge Telecom Limited.
5.4 Customer is solely responsible to other wholesalers or resellers and end-users for all aspects of the wholesale or resale by Customer of Divulge Telecom Limited's services. The indemnification provisions of the Agreement shall apply to all claims against Divulge Telecom Limited or Customer by other wholesalers or resellers and end-users.
5.5 Customer, for itself and its successors and assigns, shall defend, indemnify and hold harmless Divulge Telecom Limited and its affiliates and their respective officers, directors, partners, employees, agents, successors and assigns from and against, and shall promptly reimburse them for, any and all losses, claims, damages, settlements, costs, and liabilities of any nature whatsoever (including reasonable attorney's fees) to which any of them may become subject arising out of, based upon, as a result of, or in any way connected with, the operations of Customer or the performance by Customer under this Agreement; provided, however, that this indemnification shall not apply with respect to claims and damages of Customer against Divulge Telecom Limited arising by virtue of a breach by Divulge Telecom Limited of its agreements contained herein.
5.6 Without limiting any express financial or liability provisions provided for in this agreement, Divulge Telecom Limited never shall be liable to the other for any indirect, consequential, exemplary, special, reliance, cover-type,incidental or punitive damages (including without limitation, lost business, revenue, profits, or goodwill) arising in connection with this agreement or the provision of services hereunder (including any service implementation delays/failures), under any theory of tort, contract, warranty, strict liability or negligence, even if the party has been advised, knew or should have known of the possibility of such damages.
5.7 Divulge Telecom Limited's "on-line" Services are provided on an "As Is" basis. Customer acknowledges and accepts that communications and transactions conducted on-line may not be absolutely secure, that there may be system failure that may limit Customer's accessibility to on-line Services, and that on-line Services are not guaranteed to be error free. By enrolling for or using such on-line Services, Customer agrees to accept all responsibility and risk associated with the use of such on-line Service and the Internet generally. Customer shall remain solely responsible for any and all charges and damages arising out of any conduct described in this section, and shall indemnify Divulge Telecom Limited, and hold and save Divulge Telecom Limited harmless, for and from any and all such charges and damages.
5.8 Divulge Telecom Limited shall not be liable at all for the use, misuse, or abuse of a Customer's services or Customer's facilities by Customer, Customer's agents or employees, or third parties including, without limitation, members of the public. For example, Divulge Telecom Limited is not liable for any damages, including any damages for claims brought due to a Customer's violation of Divulge Telecom Limited's Acceptable Use Policy, or toll usage charges the Customer may incur as a result of the unauthorized placement of calls (i) from the Customer's premises; (ii) through Customer-provided equipment; (iii) that are transmitted or carried on the Divulge Telecom Limited network; (iv) to Customer's Toll Free Prefixes in error; and (v) otherwise using Customer's services. Divulge Telecom Limited may work with Customer, if requested, to recommend possible solutions to reduce unauthorized use of the Services and Customer's facilities. Divulge Telecom Limited does not, however, warrant or guarantee that its recommendations will prevent unauthorized use, and the Customer is responsible for controlling access to, and use of, the Service and its own communications facilities.
5.9 Customer shall remain solely responsible for any and all charges and damages arising out of any conduct described in this section, and shall indemnify Divulge Telecom Limited, and hold and save Divulge Telecom Limited harmless, for and from any and all such charges and damages. Resellers, aggregators, and other entities that make services available to third parties are responsible for all applicable laws, regulations, and obligations, including with respect to caller identification, Federal Trade Commission and Federal Communications Commission Do-Not-Call requirements, and all similar local, state and federal requirements. Customer shall remain solely responsible for any and all charges and damages arising out of any violation of the aforementioned obligations, and shall indemnify Divulge Telecom Limited, and hold and save Divulge Telecom Limited harmless, for and from any and all such charges and damages.
5.10 Customer, customer resellers, aggregators, and other entities that make services available to third parties are responsible for all applicable laws, regulations, and obligations, including with respect to caller identification to all local and international governments laws whenever you call destiny is . As a user you must comply with all telecom and government laws like Do-Not-Call requirements, and all local, state and federal requirements term of calls, and boundaries. Customer shall remain solely responsible for any and all local or international laws violation and charges and damages arising.
6.1 For VoIP connection services, Virtual call center services, Broadcast Services and calling card the prices are dictated by the rates posted on the rate page.
6.2 For other kind of services like IT consultancy, remote support and others you can contact us directly for more information.
7.1 Divulge Telecom Limited provides prepaid services in most cases. For prepaid services you must keep a positive balance to retain services with Divulge Telecom Limited. You must pay all negative balances immediately. Customer agrees to keep a positive balance in customer's account at all times and agrees to pay the rate in which the customer signed up for to ALL destinations and IT Services. Customer agrees to pay any and all charges that customer incurs while using Divulge Telecom Limited's service.
7.2. For Post-Pay services, the customer agrees to comply with the terms previously agreed with the Account Executive at Divulge Telecom Limited, these terms must not exceed 7 days of billable service period and after that, 3 days to make the payment commonly known as "7Net3". After that period, no billing disputes are accepted and the customer agrees to receive notifications or reminders in different ways until payment is made. Customer authorizes and understands that failure to meet its payment obligation may lead to actions such as: TDCCIA and credit bureau notification, Report to the VoIP community, contact the customer and it's related representatives, any other interested party, in complaince with local regulations.
7.3 Payment for Service(s) and applicable taxes and/or surcharges are billed on a pre-pay basis, Customer understands that Service(s) will not be provisioned unless and until sufficient pre-payment is made, and Customer further understands that Service(s) may be suspended immediately if sufficient pre-payment is not made. It is Customer's ongoing responsibility to ensure that sufficient pre-payment is made prior to use of the Services.
7.4 Divulge Telecom Limited reserves the right to charge Customer, and Customer agrees to pay Divulge Telecom Limited, for any reasonable fees incurred as well as Divulge Telecom Limited's administrative expenses associated with credit card processing, wire transfer receipt, and other bank surcharges, fees, and penalties associated with Customer's payments.
7.5 Divulge Telecom Limited reserves the right to debit Customer's credit card(s), in addition to other means provided by law and/or equity, in order to recover any and all charges assessed.
8.0 REFUND POLICY.
8.1 We do not offer refunds on our VOIP service, however the refund may apply for the balance not used if there is real evidence of poor quality service.
9.0 PRODUCT CONFIGURATION.
9.1. Divulge Telecom Limited services are not intended for the novice user. Divulge Telecom Limited does not offer technical assistance for third party devices. This includes PBX Servers/Switches, IP Phones and ATA Adapters.
10.0 TELEMARKETING TRAFFIC.
10.1 Divulge Telecom Limited ONLY accept for termination any telemarketing traffic, or any fax broadcasts, which would NOT violate the Telephone Consumer Protection Act ("TCPA"), which prohibits the sending of facsimile advertisements without the prior consent of the recipient Also Customer must comply with ALL local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the traffic Customer is sending.
10.2 Customer acknowledges Divulge Telecom Limited DO NOT KNOW and it's not intended to know the local laws, administrative and regulatory requirements and any other authorities having jurisdiction over the VoIP traffic Customer is sending or any other service the customer is receiving from Divulge Telecom Limited.
10.3 Originating Location Information. Originating Location Information is information that identifies the originating location of a calling party to assist in determining the jurisdictional nature of traffic. Originating Location Information may include, as appropriate, Automatic Number Identification (“ANI”), Billing Telephone Information (“BTN”), Calling Party Number (“CPN”), where CPN represents the Originating Location Information, and/or Charge Number (“CN”). All traffic delivered to Company by or through Customer, its agents or authorized users, (“Customer-Originated Traffic”) must accurately reflect the actual originating location of such traffic. Where CPN does not represent Originating Location Information of Customer-Originated Traffic and/or the CN differs from the CPN, Customer will provide a CN to the Company as Originating Location Information. If Customer provides no Originating Location Information for Customer-Originated Traffic, that traffic must originate in the same local calling area as the BTN associated with the related Service purchased from the Company. Customer, Customer’s agent, or any authorized user of Customer’s Service may not transmit any caller identification information (or alter or remove, or allow others to alter or remove, ANI, BTN, CPN, and/or CN associated with traffic delivered to, through, or by Customer, its agents or authorized users (“Customer’s Traffic”)) in a manner inconsistent with applicable law including, without limitation, the requirements set forth in 47 C.F.R. §§ 64.1601 and 64.1604.
10.4 Local Traffic. (a) Local Traffic Delivered To the Company. All Customer-Originated Traffic delivered to the Company for local termination must be local traffic originating in the same local calling area in which Customer’s telephone number is assigned in the Local Exchange Routing Guide (“LERG”), or it must be traffic legally entitled to be treated as local under applicable legal or regulatory requirements. (b) Local Traffic Delivered To Customer. All traffic the Company delivers to Customer, its agents or authorized users for termination to Customer’s assigned telephone numbers must be terminated by Customer in the same local calling area in which Customer’s telephone number is assigned in the LERG unless the traffic is otherwise legally entitled to be treated as local traffic under applicable legal or regulatory requirements.
10.5 Additional Charges: Customer must timely pay all switched access, reciprocal compensation, and other applicable charges associated with Customer’s Traffic, to the extent that such charges are not already reflected in the Service charges imposed on Customer, including those associated with Customer's Traffic that are invoiced to Company by a third party or remitted by Company to a third party (collectively, “Additional Charges”). The Company may impose or modify such Additional Charges based on, but not limited to, audits pertaining to the jurisdictional nature of Customer’s Traffic or as otherwise set forth in Customer’s contract. Customer will timely pay any new or adjusted Additional Charges. If the Company successfully challenges any Additional Charges imposed by a third party on Customer’s Traffic, Company will credit Customer an amount equal to any amounts previously paid by Customer for those Additional Charges within two (2) billing cycles.
If Company imposes a rate increase on Additional Charges that materially and adversely affects Customer, Customer may migrate the Service(s) affected by the increase to another service provider without incurring termination liability if Customer: (a) furnishes written notice to Company of its intent to migrate to another provider within sixty (60) days of its being notified of the rate increases; and (b) completes the migration of the affected Service(s) within sixty (60) days of the date of its written notice to Company. If Customer does not timely serve notice on Company of its intent to transition Service to another carrier, it will be deemed to have waived its right to do so, and if Customer fails to complete the migration within the required period, it will be required to pay any applicable early termination charges. Company and Customer will cooperate and coordinate on the scheduling and implementation of any migration of service. During any migration period, Customer must pay any Additional Charges billed to or remitted by the Company until the migration is completed.
10.6 Avoidance of Switched Access and Other Charges: Customer may not use Service to originate or terminate voice calls in a manner that bypasses switched access or other applicable charges. If Customer does so, it will constitute a material breach of this Agreement and will entitle Company to discontinue Service and terminate the Agreement for cause immediately upon the delivery of written notice to Customer. In addition, Customer shall indemnify, defend and hold harmless the Company and its Affiliates, their employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney’s fees) incurred as a result of Customer’s breach of this obligation. Notwithstanding any other provision of this Agreement, the damages for any breach of this Customer obligation shall not be capped or limited. The Company at any time may audit Customer traffic to assure compliance with its obligation not to bypass switched access or other applicable charges.
11.0 NO EMERGENCY NUMBERS.
11.1 Customer acknowledges and accept Divulge Telecom Limited DOES NOT provide any kind of access to any emergency number in any country or destination.
12.1 Divulge Telecom Limited may discontinue the furnishing of any and/or all Service(s) to a Customer, without incurring any liability, immediately and without notice if Divulge Telecom Limited deems, in its sole discretion, that such action is necessary to prevent or to protect against fraud, tricks, tampering, schemes, false or invalid numbers, false credit devices, electronic devices, or any other fraudulent means or devices, or to otherwise protect its personnel, agents, facilities or services, or to protect against actual or potential adverse financial effect. Divulge Telecom Limited may discontinue the furnishing of any and/or all Service(s) to Customer, without incurring any liability, immediately and without notice, if Customer refuses to furnish information to Divulge Telecom Limited regarding the Customer's creditworthiness, its past or current use of Divulge Telecom Limited's Service(s), the jurisdictional nature or characteristics of the Service(s), or its planned use of Service(s).
For the entire term of this Agreement and for a period of one (1) year after its termination, each Party shall maintain the confidentiality of all information or data of any nature provided to it by the other Party that contains a conspicuous marking identifying it as "Confidential" or "Proprietary" (the "Information"). Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect Information it receives from the other Party as it accords to its own confidential and proprietary information. The above requirements shall not apply to Information, which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party, or any third party, is already publicly available through no breach of this paragraph, or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify the disclosing Party of the required disclosure.
What information do we collect?
We collect information from you when you register on our site or fill out a form.
When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address, mailing address or phone number. You may, however, visit our site anonymously.
What do we use your information for?
Any of the information we collect from you may be used in one of the following ways:
- To personalize your experience (your information helps us to better respond to your individual needs)
- To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from you)
- To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs)
- To process transactions
Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.
- To send periodic emails
The email address you provide for order processing, will only be used to send you information and updates pertaining to your order. Note: If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email.
How do we protect your information?
We implement a variety of security measures to maintain the safety of your personal information when you place an order
We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential.
After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be stored on our servers.
Do we disclose any information to outside parties?
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.
Childrens Online Privacy Protection Act Compliance
We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.
Terms and Conditions
Please also visit our Terms and Conditions section establishing the use, disclaimers, and limitations of liability governing the use of our website at
This policy was last modified on March 8th, 2011
DIVULGE TELECOM LIMITED
HILLIER COMMERCIAL BLDG,
65-67 BONHAM STRAND EAST,
SHEUNG WAN, HONG KONG, Hong Kong
1.0 REFUND POLICY.
1.1 We do not offer refunds on our VOIP service, however the refund may apply for the balance not used if there is real evidence of poor quality service.
2.0 BILLING AND PAYMENT ARRANGEMENTS
2.1 Customer Responsibility for Payment: Customer shall pay Company for Services at the applicable recurring, nonrecurring and usage rates and charges established from time to time by the Company. Service requested by Customer via a SOA, MSOA or WMSOA shall identify the type and quantities of Service desired, the location(s) at which Service is to be provided, the requested term of Service and such other information required by the Company to provision and invoice Service.
2.2 Applicable Rates and Charges: Except as expressly provided otherwise in a SOA, MSOA or WMSOA, or resulting from Company undertakings pursuant to the second Paragraph under the heading Supplemental Product Terms and Conditions, the rates and charges for Service shall be effective during the Initial Term of Service and during any automatic renewal term except that, for non-international Service rates and charges not specifically established in a SOA, MSOA or WMSOA, the Company may modify the applicable rates and charges on not less than fifteen (15) days prior notice to Customer. For international Service, the Company may modify the applicable usage rates and charges upon five (5) days prior notice to Customer. (Revised international usage rates and charges will become effective on the sixth (6th) day following the date of receipt of notice by Customer).
2.3 Mode of Payment: Customer payments for Service shall be made either by check or by wire transfer in accordance with instructions provided by the Company, unless some other payment method is expressly authorized by the Company. Restrictive endorsements or statements appearing on checks shall not be binding on DIVULGE.
2.4 Service Start Date; Invoicing; and Payment Deadline: Company will notify Customer when Service is available for use (or would have been available for use if Customer had fulfilled its performance obligations required to provision the Service). The date of such notice shall be the Start of Service Date, and Customer’s obligation to pay for Service shall begin on that Date. Service invoicing will occur on a monthly basis. All invoices are due and payable within thirty (30) days of invoice date ("Payment Deadline").
2.5 Non-recurring Charges: Non-recurring Charges are due and payable on the Start of Service Date or as otherwise billed by the Company.
2.6 Monthly Recurring Charges: Monthly Recurring Charges are fixed in amount, not dependent on usage, and billed in advance. When Service commences other than on the first day of a monthly billing period or terminates on other than the last day of a monthly billing period, the charge for Service will be determined by prorating the monthly recurring charge by the number of days that Service was furnished during the monthly billing period.
2.7 Usage Charges: Usage Charges are billed in arrears.
2.8 Other Charges Not Included in Service Rates or Charges:
2.9 Surcharges and Other Service Related Fees:
2.10 Long Distance Access Charge: The Long Distance Access Charge (“LDAC”) is a monthly charge assessed on a per-line basis and applied to lines presubscribed to the Company’s interstate long distance services or to lines not presubscribed to the Company’s interstate long distance services but nevertheless employed by Customers selecting the Company as their service provider.
2.11 Other Service-Related Fees: Monthly surcharges to recover other costs the Company incurs in furnishing Service including, but not limited to, those relating to special access and payphone charges, will be assessed and charged Customers.
2.12 Taxes: Service rates and charges are exclusive of all taxes, fees, tax-related surcharges and tax-like surcharges, including, but not limited to, the Subscriber Line Charge and those charges set forth in Section 7.6.1. Customer shall be responsible for, and must pay, all taxes, including, without limitation, sales, use, excise, gross receipts, value added, access, bypass, franchise, telecommunications, consumption and other taxes, fees, duties, charges or surcharges, however designated, and imposed directly on the Company based on the provision, sale or use of Service. If Customer believes it, or the Services it receives and uses, are exempt from any tax, Customer will provide Company with a properly executed exemption certificate in a form acceptable to the Company that evidences the exemption claimed. In no event will Customer be responsible for any income taxes levied on Company or any underlying carrier’s net income. Customer’s obligation to pay applicable taxes (and all other charges due and owing for Service) shall survive the expiration of the Agreement.
2.13 Set-up, Installation and Disconnect Fees: Customer shall pay all applicable set-up, installation and disconnect fees, which will be invoiced on a Non-Recurring Charge basis and are non-refundable. The schedule of installation fees contemplates installations in normal locations under normal working conditions during regular business hours. Any installations under other circumstances including, but not limited to, installations in hazardous locations or made on an expedited basis outside of standard installation intervals will be subject to additional charges.
2.14 Charges Imposed By Other Suppliers: If an entity other than the Company (e.g., another carrier or supplier) imposes charges on the Company in connection with the provisioning of Service to Customer, e.g., for expedited installations, such charges will be invoiced by Company on a pass-through basis and paid by Customer.
2.15 Local Telephone Company Billing Option Fee: If Customer elects to be billed Company charges on Customer’s local telephone service bill (and the Company is not the Customer’s local telephone service provider), Customer will be charged a fee to recover the charge imposed on the Company by the billing local telephone service provider. A Customer who selects the Company as his/her/its local exchange carrier will be billed pursuant to applicable Company tariffs.
2.16 Payment for Additional Service: Customer will be invoiced and required to pay charges associated with any additional Service provided to Customer, including, but not limited to, Service upgrades or relocations.
2.17 Late Payment Fee on Past Due Amounts: Except as expressly provided otherwise in a SOA, MSOA or WMSOA, invoices not paid in full within thirty (30) days of the invoice date will be past due and subject to an additional charge equal to the lesser of a 1.5% per month late payment fee or the maximum monthly rate permitted by law on past-due balances.
2.18 Treatment of Credit Balances: If a Customer whose account for Service has been closed has a credit balance showing, DIVULGE will transfer that balance to another account if the Customer has one, or it will mail a check for the balance to the Customer's last known address shown in DIVULGE's billing records. If a mailed check covering a credit balance is not cashed within ninety (90) days of its issuance, DIVULGE will apply a Closed Account Maintenance Fee of $2.50 per month beginning in the monthly billing period immediately following the one in which the ninety (90) day period for presentment expires. This Fee will continue to apply until the credit balance is exhausted or the Company is required under applicable law to dispose otherwise of the balance, whichever first occurs.
2.19 Recovery of Collection Costs: Unless otherwise prohibited by law, Customer shall reimburse Company for any costs incurred by the Company in undertaking any collection activity, including, but not limited to, the reimbursement of reasonable attorneys’ fees.
2.20 Invoicing De Minimis Amounts: The Company may invoice the Customer on other than a monthly basis or, alternatively, excuse the Customer from its monthly payment obligation if only a de minimis amount is due and owing. In such instances, the Company may bill the Customer every other month or, alternatively, not invoice the Customer until the amount due and owing reaches a level the Company deems sufficient to justify invoicing costs.
3.0 BILLING DISPUTES
3.1 Withholding of Payment; Deadlines to Challenge Invoiced Charges: Customer may withhold payment of any disputed charge in an amount not to exceed twenty (20) percent of the total amount billed on the invoice containing the disputed charge if Customer: (1) pays all undisputed charges on or before the Payment Deadline; and (2) notifies the Company on or before the Payment Deadline of the dispute and furnishes with its notification information sufficient to allow the Company to investigate Customer's claim. Customer also may dispute any invoiced charge after the Payment Deadline (and without right of withholding any payment) by notifying the Company in writing and furnishing information sufficient to allow the Company to investigate Customer's claim, provided Customer's notification is received by Company within one hundred twenty (120) days of the date of the invoice on which the disputed charge occurs. In all instances involving a disputed charge, the parties will cooperate in good faith to resolve the dispute within thirty (30) days of the Company’s receipt of the Customer’s notification. If a dispute is not resolved within that period, either Company or Customer may seek alternative dispute resolution in accordance with the Dispute Resolution Process set forth in Section 11. If any disputed amount for which payment has not been made by Customer is determined to have been a correct or proper charge, interest, not to exceed the lesser of 1.5% per month or the maximum rate allowed by law, may be charged on the unpaid amount, calculated from the date of the Payment Deadline. Any payment made by Customer of an invoiced charge on or before the Payment Deadline shall not foreclose the Customer from later challenging the charge so long as the challenge is timely made and communicated to Company with information sufficient to allow the Company to investigate the claim. All invoiced charges shall be deemed to be correct and indisputable one hundred twenty (120) days after the date of the invoice on which they appear. With respect to any termination or planned termination for the nonpayment of monies due and owing DIVULGE, Customer agrees that: (i) such action would not result in irreparable harm to Customer; and (ii) Customer's remedies shall be limited to those provided in the Agreement or to seeking damages at law, but in no event will include seeking or obtaining equitable relief in any form in any forum.
4.0 DISPUTE RESOLUTION PROCESS
4.1 The parties agree to use the dispute resolution procedures set forth in this Section 11 with respect to any controversy or claim arising out of or relating to the Agreement or its breach, except that DIVULGE may elect to litigate, or bring before the applicable agency in the case of subsection (iii), the following types of controversies or claims: (i) action seeking a temporary restraining order or injunction, (ii) a suit to compel compliance with this dispute resolution process, (iii) disputes relating to the lawfulness of rates, terms, conditions or practices concerning Services are subject to the Communications Act of 1934, as amended, or the rules and regulations of the FCC, a state public utility commission or other administrative agency, (iv) Customer’s non-compliance with publicity provisions, or (v) billing or payment disputes or collections matters.
4.2 Either party may submit a dispute to binding arbitration for resolution by a single arbitrator with a professional arbitration service mutually agreeable to the parties after furnishing the other party ten (10) days prior written notice. If the parties cannot agree on an arbitration service, the arbitration will take place pursuant to the American Arbitration Association (“AAA”) Commercial Arbitration Rules and Mediation Procedures. The parties shall bear equally the costs of arbitration, including the fees and expenses of the arbitrator. Each party shall bear the cost of preparing and presenting its case, which will be heard at a mutually agreeable site in Fairfax County, Virginia, or as otherwise expressly provided in a SOA, MSOA or WMSOA.
4.3 This Section 11 and the arbitrator’s authority to grant relief shall be subject to the Federal Arbitration Act, 9 U.S.C. §§ 116, et seq. (“FAA”), the provisions of this Agreement, and the AAA Code of Ethics for Arbitrators in Commercial Disputes. The arbitrator shall have no power or authority to make any award that provides for punitive or exemplary damages or damages otherwise limited or excluded in the Agreement. The arbitrator’s decision shall be final and binding. The award may be confirmed and enforced in any court of competent jurisdiction. The FAA shall govern all post-award proceedings.