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Terms and Conditions

A. Preamble

VIP TIME S.L, Spain, C/ Geranios 18 – 38690 – (Santiago Del Teide) – Santa Cruz De Tenerife, herewith referred to as Premiertelecom, offers complex Business Solutions, namely in the fields of Hardware and Software Solutions, Internet Telephony and Outsourcing.

Within this framework, Premiertelecom provides a variety of solution based contracted services. In particular Premiertelecom provides proprietary standard software. Depending on the Agreement, contract terms can include, in particular but not exclusively, delivery of 3rd party software, delivery of 3rd party hardware, service features in the form of maintenance, customer care, support, installation, implementation, customisation, training etc.

An overview of the services provided by Premiertelecom can be obtained from the website: premiertelecom.eu

B. General Terms and Conditions

§ 1 Validity of Contract Services

(1) In business dealings, all services provided by Premiertelecom and pre-contractual obligations in the field of Networking/Telephony adhere to these Terms and Conditions, unless it is otherwise agreed. Contractual terms of the customer or 3rd parties will not be included in the terms of the contract, even if Premiertelecom do not expressively contradicts them.

(2) Even if on the completion of similar contracts, the Terms and Conditions are not referred to again, Premiertelecom’s general terms of contract still exclusively apply as they are stated in full under premiertelecom.eu, unless the concerned parties have agreed other terms in writing.

§ 2 Subject Matter of the Contract

(1) As evidence for the scope, type, quality and price of the supplies and services from Premiertelecom are, in accordance to these Terms and Conditions, either a mutually signed contract or confirmation of the order accepted. Otherwise the offer from Premiertelecom, along with agreed service descriptions and price lists from Premiertelecom, can be accepted as evidence.

(2) Other information/details and requirements will only be included in the contract when concerned parties have agreed in writing or when Premiertelecom has confirmed these other details in writing. Changes to the scope of services require either a written agreement or written confirmation from Premiertelecom.

(3) Product descriptions, imagery, test programs etc act as descriptions of services provided and do not act as a guarantee. Guarantees require a written statement from the management of Premiertelecom.

(4) Only when it is expressly agreed, does Premiertelecom take complete responsibility of a system.

§ 3 Prices and Terms of Payment

(1) Agreed Prices are Net cash prices (excl. tax). Discounts, rebates and other deductions require a specific written agreement.

(2) Together with the agreed renumeration, prices are also subject to the legally owed Mehrwertsteuer (VAT) and/or any other costs relating to the movement of goods at home and abroad, i.e customs duties and other taxes to be paid, unless Premiertelecom is directly liable to the authorities.

(3) All services provided on a time basis are recorded into a ticketing system to which the customer always has access to. The service invoice is generated using information within the Ticket System and forwarded on to the customer. The Customer must, upon receipt, immediately check the invoice and within 10 days make a query should the customer disagree with the invoice.

If no justified objections are received within this time period, the service invoice will be deemed as accepted.

The invoicing of maintenance hours is monthly and is due for payment, unless any specific invoicing arrangements have been agreed by Premiertelecom.

(4) Modifications or additions that were not included in the original service package, can be calculated by Premiertelecom according to Premiertelecom’s current price list.

(5) If at the same time as implementing modifications or improvements at the customers‘ request, troubleshooting or error fixing is necessary and these are calculated not to be covered under warranty work, the maintenance work will be invoiced separately.

(6) Objections concerning the accuracy of an Invoice as well as the invoiced hours compared to the invoiced cost and hours must be submitted in writing and justified within one month of invoicing. Premiertelecom explicitly indicates the month period in its invoicing.

(7) As standard is the due date for all contracted services stated in the order confirmation / the offer. Premiertelecom will generate invoices for all of its services. Pending invoices are due for payment within 14 days up of receiving the invoice, so long as not otherwise agreed.

(8) If a credit period expires through customer negligence, then all outstanding invoices up to this time, including those that have been deferred, become due for immediate payment.

(9) Furthermore, in the event of a default, Premiertelecom retains the right to; revoke the authorisation to sell or dispose of, modify and process or install the conditional goods; to collect on receivable claims; to demand the return of goods, and failing that Premiertelecom is entitled to invoke a lien against the customer and in the case the above is not possible, to withdraw from the contract and to inform a garnishee to collect the debt in Premiertelecom’s name.

(10) The customers right of retention will be excluded, unless it is not based on the same contractual relationship on with Premiertelecom.

(11) The compensation of customers with counterclaims is excluded, insofar they are not about undisputed or legally justified claims.

(12) In case of payment by SEPA direct debit mandate, the preliminary announcement (pre notification) is carried out through invoicing / Avis no later than 1 business day after the invoice is issued.

§ 4 Warranty

Premiertelecom provides a warranty for all goods, services and licenses subject to the following provisions:

(1) The Warranty is provided as standard, only for systems and/or components delivered and/or installed by Premiertelecom. Errors resulting from other components not provided by Premiertelecom are not covered under warranty and troubleshooting this errors is the customers‘ responsibility.

After delivery and/or acceptance, error diagnosis costs are incurred by the customers. Premiertelecom therefore recommends that maintenance contracts be taken out.Specific guarantees and assurances are legally binding only if agreed in writing.

(2) Premiertelecom are only responsible for the integration and interaction between services provided by Premiertelecom and the system environment, the customers‘ organisation or services provided by a 3rd party, when Premiertelecom has been explicitly contracted for this purpose (Advanced System Responsibility) and when the customer has been fully compliant with the relevant information/disclosure obligations.

(3) Warranty claims are only valid and provided free of charge on non-customised systems and only on the last three versions of licensed products. On customised system the warranty covers and is provided for only the version on which the the customisation was implemented.

(4) When Premiertelecom issues software to its customers for pre-contract testing purposes, the warranty does not cover defects that are discovered during the testing period and/or those that the customer failed to identify due to gross negligence. This does not apply, so long as the customer expressly reserves the defects‘ removal or if a defect is fraudulently concealed from Premiertelecom by the customer.

(5) Customer error messages must:

– be submitted in writing, recommended method is Premiertelecom’s Ticket System,

– contain the specifications of the Program functions and the error message text,

– describe and detail the effects caused by the fault.

The customer must make all necessary fault diagnosis documents and data/information available as well as supporting Premiertelecom through the free provision of qualified operators, machine time, as well as the cooperation of anyone else whose services are necessary for the diagnosis and repair operation. Premiertelecom is authorised to, through an existing and maintained data transfer option between the parties, and only after approval, carry out error analysis on the terminals in question using the remote connections.

If faults can not be appropriately repaired, and after explanation, Premiertelecom will work together with customer to develop and implement a concept of meaningful technical and/or organisational alternatives.

(6) If the customer has made alterations to the services provided by Premiertelecom, then Premiertelecom is only obligated to provide a guarantee when:

Type and scope of modifications has been exactly documented,

the customer can prove that the detected fault does not directly or indirectly result from their modifications,

the customer agreed in writing to take on any costs that Premiertelecom could potentially incur as a result of their modifications.

An existing warranty for licensed programs is voided, when a breach in terms has been made in accordance to the contractually agreed license terms and the customer is culpable and the fault was caused by the breach to the licensing terms. The warranty is also voided when faults occur due to operator error, non-compliance of security measures and/or customer negligence.

Data changes made by customers, through the use of other programmes and/or tools which are inconsistent in terms of standard product usage will also result in the warranty becoming void. For installations requiring modified programmes as a result of the customer‘s insistence, the customer does not have the right to follow ups with newer versions of the modified aspect.

Warranties provided by Premiertelecom do not apply, when the customer does not use Premiertelecomauthorised versions of the operating system but instead uses other versions, unless the customer can prove that the fault occurs even with the use of the authorised operating systems.

(7) Errors are classified according to priority:

– 1st priority errors are classified when program access/usage by the customer is required for the normal day to day operations of the customer and when essential functions can no longer be realised and no work around can be achieved or found. In such a scenario, Premiertelecom will react immediately depending on the deterioration of the system.

– 2nd priority errors are classified as, when the fault even through using the system the customers productivity is not directly affected, even if this means inconveniences and work arounds. Such defects will be individually removed or repaired as quickly as possible, if they can not be eliminated in a reasonable time through general version or service maintenance.

– 3rd priority errors are classified as errors causing no significant inconveniences when using the system and will be repaired free of charge through general version updates or servicing, unless these are not conceivable.

(8) Premiertelecom initially provides warranty cover retroactively. Should the removal of errors process, despite at least two repeated attempts, fail for each error, the customer has the right to rescind the contract or request to reduce the renumeration required. After failed retroactive servicing, Premiertelecom is entitled to, within a reasonable time period (and a minimum of 4 weeks), a statement from the customer as to whether they insist on their subsequent performance claim or will withdraw from the contract.

(9) For defects of title shall apply in addition to point (8): So far as third party rights are violated, Premiertelecom can, after consideration, and having taking the interests of the customer into account, thereby implement the repairs, that Premiertelecom decides are, according to the right of disposal, for the benefit of the customer sufficient for the purposes of the relevant contracted right of use or as to how the service was designed, that no further violation of law is given or the service is withdrawn with reimbursement of the renumeration paid by customers, less compensation for use, provided that Premiertelecom can not achieve any other repair with reasonable effort.

(10) In accordance with the agreed terms of the agreed contract, Premiertelecom has ongoing obligations to Data Protection and Security, but retains the right, for the duration of the contract, to carry out system examinations, produce records and copies for the purpose of quality control and performance management for which Premiertelecom receives access to the necessary facilities and sites.

(11) Warranty claims — except for claims for damages — expire after 2 years for single users and after 1 year for Organisations. Warranty periods are initiated and defined according to: for delivered products upon delivery, for services upon approval, for other services the complete term of provision.

(12) For free of charge deliverables and services, the warranty is excluded.

(13) Liability is determined in accordance with § 6

§ 5 Arrears and Complaint Claims

(1) In the case of a default with a main service provider, the allocated grace period must be a minimum of 20% of the agreed term of the contracted services.

(2) In case of default with other services or necessary remedial measures this period is reduced accordingly and depends on the problem situation.

(3) Obvious and identifiable faults concerning service performance must be reported immediately — at the latest within 10 days. This also applies to complaints regarding previously unknown/unidentified errors once they have been discovered. Complaints that are late or incorrect etc, will not be considered after processing.

§ 6 Liability

If there is no individual liability agreement, the following provision applies to all statutory and contractual claims:

(1) Premiertelecom accepts unlimited liability for intentional and gross negligence in terms of the current legal provisions, including the actions of its legal representatives and direct employees. If the customer is neither a merchant nor a legal person under public law or a separate estate under public law, Premiertelecom also accepts unlimited liability for gross negligence of vicarious agents. The same is true regardless of the degree of the violation of life, body or health respectively in accordance to liability under the Product Liability Act.

(2) In addition the following also applies: If the services of Premiertelecom become impossible, or are unacceptably (for the customer) delayed or Premiertelecom for other reasons is liable, this liability is limited to slight negligence for all claims regarding the contracts, irrespective of the cause or basis of the claim, to a monetary claim to the amount of 10% of the agreed fee. Therefore, renumeration must be based upon those contracts where a violation of duty has occurred. Depending on the type and nature of these contracts, Premiertelecom is prepared to negotiate an increase to these sums..

(3) For slight negligence by persons who are neither legal representatives nor senior employees, Premiertelecom carries no liability, unless fundamental contractual obligations (cardinal obligations) were transgressed.

(4) The statute of limitations for non-material breach is limited to two years.

(5) The liability for free of charge services, in the sense that they are a gift, is limited to intent and gross negligence.

(6) With Data loss, for example data destruction, Premiertelecom is only liable, if they have intentionally destroyed the data, are guilty of gross negligence or have breached a fundamental contractual clause and the customer had also ensured, that the destroyed data was available in a machine readable format data set, which could be reconstructed with reasonable effort.

§ 7 Customer Co-operation

(1) Any services, that the customer and/or its subcontractors/suppliers require from Premiertelecom, are specified in the contract (particularly in point 3. and/or in the Specifications/Offer/Order Confirmation). They are fulfilled, unless otherwise expressly agreed, without special considerations.

(2) Regardless of the type and nature of its services, Premiertelecom may and can at anytime and during any phase of the contract require that the customer names Premiertelecom as a technically competent project leader. This is to be provided through all technical, financial and legal powers of attorney that are necessary in order to take the necessary decisions within the framework of the contract.

(3) As a fundamental contractual obligation the customer must contribute to, at their own expense, by the:

-Submission of all information regarding the customer and if necessary the end users, that Premiertelecom requires in order to provide its services. This information usually concerns all necessary information regarding the system environment, interfaces, business processes, and the views of the technical departments regarding system and organisational constraints. In technical terms, these include the policies concerning plausibility checks, numerical data, throughput requirements, and all relevant data sets, preparation and short term firm resolutions to all matters which the customer must make decisions, ensuring the quality of their cooperation, the services of the customers‘ suppliers and/or its end users/customers, co-operation during and with technical testing and trailing, in particular ensuring sufficient personnel and data during normal working hours, in order to carry out real load tests. Test data is to be recorded and made available, in accordance to Premiertelecom’s prerequisite guidelines, at the customers own expense, whereby all desired customer claim scenarios are covered.

-Creation and implementation, at the customers own expense, of all installation requirements within the scope of the organisation, so that Premiertelecom can connect, without additional expense, to the contracted service interface devices.

-Procurement of the agreed system equipment (hardware) and environment (networks etc.) and technically appropriate service (when not provided directly by Premiertelecom).

-Use of technically competent employees and sufficient staff training in order to ensure appropriate Introductory and Operation procedural knowledge.

-Preparation and implementation of the acceptance, in particular the availability of remote data transfers.

-immediate and precise error reporting to Premiertelecom, through the appropriate forms, namely the Ticketsystem.

-Ensuring Data Protection, Data Security and protecting the Know-how of Premiertelecom, their technical intellectual proprietary rights and copyrights against employees and third parties.

-Cooperating with accounting and documentation of export certificate declaration, in compliance with European Union VAT laws,

-Assistance in the processing of insurance claims,

-Assistance with unlawful Third party advances in the regards to related expenses,

-Obtaining all approvals from the side of third parties or authorities, even when the services of Premiertelecom only have only indirect contact with them and when the obtaining of approvals is not connected to the obligations of Premiertelecom,

-Review the planning, service specifications, technical statements and assurances regarding their quality, when due to special circumstances regarding the information, this can only be performed by the customer. Premiertelecom must get informed about any discovered errors.

(4) In the case of non-fulfilment of the hereby agreed obligations, there will be no delays to the delivery of service on the part of Premiertelecom from the time of the infringement until the time of recovery. Premiertelecom has the option to set a reasonable deadline. Faced by major threats to its interests, in particular when delays to the contracted capacities are unscheduled, Premiertelecom is able to issue a withdrawal warning. Premiertelecom can then, after the expiry of the allotted time period, withdraw from the contract and claim damages for any losses incurred. Alternatively Premiertelecom can take action against those customers, either independently or through a third party. Expenses incurred as a result of time delays, in particular any Premiertelecom downtime, will be reimbursed according to the current Premiertelecom price list, when Premiertelecom has agreed to a new payment plan.

(5) If a third party infringes against the intellectual property rights through the use of the contracted services of Premiertelecom, the customer is obliged to inform Premiertelecom immediately, and upon request relinquish the defence against these claims to Premiertelecom. The customer will provide Premiertelecom with all reasonable assistance.

§ 8 Services and Amendements

If during the execution of a contract, the initially agreed service must be or needs be amended or adjusted due to delayed or defective /poor performance on the part of the customer or Third parties, the following applies:

(1) An amendment occurs when the service that Premiertelecom should be providing, differs from the decided agreement at the time of contract closing. This includes amendment requests regarding changes to schedules, cooperation obligations or other factors. The change will fall into the risk category according to Premiertelecom, when Premiertelecom has to act on these changes due to faulty planning. Minor technical deviations from the offer documentation or to the functional specifications or service improvements for which the customer must not pay any renumeration, Premiertelecom reserves all rights regarding ownership and copyright, even after the conclusion of the contract.

(2) Premiertelecom considers the effects of the requested amendments on the service, schedules, costs and the coordination with other services and quality assurances. The proposal will include a proposal on how to proceed and in particular on the assumption of costs. If the customer does not object within the time period stated by Premiertelecom (usually 3 weeks), then the amendments proposal from Premiertelecom is considered accepted. Premiertelecom explicitly states this assumption of fact in its amendments offer. Should the amendments not fall in the risk sphere of Premiertelecom, the customer bears the expenses incurred for the review.

(3) Until a new agreement is reached, Premiertelecom incurs no cost on its side, during the period from the notification of a planned amendment until the agreement concerning rescheduling. During the negotiations, the capacity planning of the contractor regarding other projects, which could affect the original schedule must be taken into account.

§ 9 Acceptance of Work and Services

(1) Regarding goods and services, acceptance is conducted as follows: When Premiertelecom is ready, willing and able, an acceptance will be set, whereby the compatibility of the provided services with the contractual obligations will be evaluated together with the customer. A postponement of this deadline is only possible after expressed agreement with Premiertelecom. Also in the event of its approval, Premiertelecom reserves the right to claim any resulting damages caused by the delay. By this date the customer therefor must take due care, that all acceptance conditions on the side of the customer from an organisational point of view are fulfilled, in order to ensure a trouble free installation and acceptance. Partial acceptance can/may be demanded by Premiertelecom when the partial service is appropriately useable or under the scenario that the total acceptance technically can no longer be sufficiently safely assured. The results of the review process will be record in a protocol created by Premiertelecom. Should no agreement be reached on the individual findings, then Premiertelecom will adhere to all observations of the customer as to its requirements verbatim; thereafter is the protocol to be signed by both parties.

(2) The acceptance criteria comes from the individual agreements — unless these are not available — documentation according standard kind and quality.

(3) The permitting of amendments is forthwith to be informed. Recognised errors are resolved immediately by Premiertelecom and will be confirmed in writing for recording purposes. The acceptance is effective from, essentially from the point when the services have been provided, that the customer can actually use them..

(4) Should the customer fail to meet the acceptance dates for the delivery of services to be provided, Premiertelecom can, with a reasonable period of grace, set a new deadline. Should this deadline elapse again, the effects of acceptance will come in to effect on the day from which the aforementioned deadline expired. Premiertelecom explicitly informs the customer again, through its notification of the grace period, about this acceptance by default.

§ 10 Intellectual Property Rights and Confidentiality

(1) For the mutual protection of technical property rights, copyrights and the Know-How, which both parties possess, it is hereby agreed:

Both parties must mutually agree, that all approved license materials and all records, that will be exchange during the course of the contract, will be reliably protected against the unauthorised access by employees and Third Parties, as is done with their own documents and records which are deemed worthy of protection. Both parties may demand a list of names for everyone, who within the framework of the contractual relationship, who actively participates..

The production of copies of written documents, the programmes and data is also to be documented, as to their whereabouts.

(2) Both parties must mutually agree that, for the duration of the contracts and for a time period of twelve months thereafter, not to headhunt employees from either side nor to either directly or indirectly encourage any applications.

(3) If the customer is at the same time a competitor, they may only use the confidential information, communicated and passed on within the framework of the contractual relationships, for the purposes stipulated within the contract and under no circumstances for competitive purposes or reasons.

(4) Both parties commit themselves, to mutually assist and support one another against Third Party attacks and /or violations to Patents, Copyrights and Trade Secrets, insofar as assistance is required, whereby the affected party must reimburse the other party for any resulting expenses.

(5) Should, within the framework of the contractual relationship, Copyrights, Product and/or Company designations belonging to Premiertelecom be cited/quoted, the trade marks and intellectual property rights of Premiertelecom must be adhered to. Changes, Modifications and Alterations — including all corporate graphical aspects and assets, require individual agreements. Acknowledgements must be noted and clearly displayed on all corporate and commercial Trademarks and Property Rights, in particular the Copyright of the software developed by Premiertelecom, as follows: ‘© Premiertelecom’.

§ 11 Data Protection

(1) As part of the quality demands set by Premiertelecom, Premiertelecom has a duty of care to act responsibly with the personal data of its customers (hereafter stated as „personal data“). Premiertelecom will only collect, store and process personal data insofar as it is necessary for the contractually provided services and is according to legal frameworks permitted, or when ordered to do so by a legislator. Data collected by Premiertelecom relates to in particular the; Name, Address, E-mail address, Telephone number etc. of its customers, and are those which would be required for the proper provision of services and invoicing. Premiertelecom will, in regards to the personal data of its customers, act in accordance to the stipulations of the applicable Data Protection Law (Act).

(2) Further to this, Premiertelecom uses personal data only when the customer has here to expressly consented. The customer may, at any time, revoke the aforementioned granted consent.

§ 12 Miscellaneous

(1) All corporate relationships between Premiertelecom and its customers are solely subject to the rights of law of the Europe Union. Should a right be referred to by foreign legislation, then are such references invalid. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded..

(2) The locale of fulfilment for deliveries and services shall be the site,which is contractually agreed as the fulfillments address and in case of doubt, the headquarters of Premiertelecom. The place for the fulfilment of payments is the location in the invoice of the specified Paying Agent.

(3) Should any of the individual clauses of these contractual terms or in addition, any individual agreements that may have been concluded, be wholly or partially invalid, shall not affect the validity of any of the remaining clauses. In this case, the parties are obliged to replace the invalid clause with another, which serves the commercial purposes as closely as possible in a legally permitted manner and is hereby valid.

(4) Changes or Additions to this contractual agreement must be done in writing, whereby this agreement in itself can only be altered or amended in writing.

§ 13 Cancellations and Returns

(1) Service cancellations must be completed online through our contact form.

(2) You have a full 15 days Money Back Guarantee.