DIDWW Terms & Agreements

This document “DIDWW Terms & Agreements”, hereafter referred to as the “Agreement”, applies to all services offered by DIDWW Ireland Limited, including but not limited to the telecom.center™ family of products, services, related apps and websites, such as phone.systems™, local.global™ and contact.center™, (hereafter referred to the “Service”) which are operated by DIDWW Ireland Limited, of 11 The Haven, Malahide, Co. Dublin, K36 R983, Ireland, hereafter referred to as “DIDWW”.This Agreement is between DIDWW and the person or party identified in the associated Registration Form. In the case of a company application, this is the person signing on the company’s behalf and who by registering acknowledges having power of representation for that company. This person is hereafter referred to as the “Customer”.Customer agrees to purchase the Services and/or Software pursuant to the terms and conditions set out in this Agreement and the supplemental terms attached hereto:I. DIDWW Service Appendix
II. Privacy Notice

2.1. Electronic Signatures and Agreement(s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.didww.com website. Furthermore, the Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.2.2. No Emergency Calls: by entering into this Agreement the Customer acknowledges and agrees that unless specifically agreed to in writing by DIDWW, the DIDWW infrastructure does not and does not intend to support or carry emergency calls.2.3. No Callback Calls: by entering into this Agreement the Customer acknowledges and agrees that the DID numbers provided by DIDWW cannot be used for callback applications.2.4. Jurisdiction Restrictions: if the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement, the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer’s costs) and will hold DIDWW harmless, if he breaches the Jurisdiction restrictions.2.5. Subject to applicable laws, rules, regulations, orders and decrees in certain jurisdictions, the Customer may be required to submit necessary documents according to the specifications for provisioning of local numbers as requested on the service order.2.6. Pursuant to the applicable anti-money laundering and terrorism-related laws in various countries, Customer may be required to pass a verification process by DIDWW, which may include a request of several forms of identification confirmations.2.7. DIDWW may at its sole discretion refuse a Customer application or order:

3.1. DIDWW agrees to provide the Customer, and Customer agrees to purchase services from DIDWW under the terms and conditions set forth in this agreement.3.2. This Agreement shall apply to all services provided by DIDWW. Services may have additional terms and restrictions as specified in the relevant service appendices.3.3. Customer acknowledges that the allocation of Numbers as part of the Service does not constitute a transfer of property or sale of numbering rights by DIDWW, and only constitutes a sale of right to use the Numbers exclusively as long as the Service is provided. As a result, Customer is not entitled to claim any such rights to the Numbers which will be reassigned to DIDWW immediately at the termination of the Service.3.4. A Service Term is one or more full months, according to the service order, beginning on date that Service is activated, and is renewed automatically until cancelled.

4.1. Customer agrees to use the Services, Software and Websites only for purposes permitted by this Agreement as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.4.2. Customer shall not use the Service or authorize the Service to be used directly or indirectly, to transmit Inappropriate Content. Inappropriate Content includes but is not limited to unsolicited material, spam, obscene and sexually explicit material and content that violates Applicable Law, or constitutes hate directed at an individual or a group based on race, sex, national origin, religious affiliation, sexual orientation or language of such individual or group.4.3. The Customer is prohibited from using the Service for callback calls, auto-dialing, continuous or extensive call forwarding, telemarketing (including, without limitation, charitable or political solicitation or polling, unsolicited or unauthorized advertising or spam), fax or voicemail broadcasting or fax or voicemail blasting purposes.4.4. Customer agrees to indemnify DIDWW against any cost and/or damage and/or expense and/or claim and/or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service in violation of the Acceptable Use of Services, and all costs relating thereto, all of which will immediately be due and payable.

6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of DIDWW.6.2. DIDWW may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer.

7.1. DIDWW will take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. However, DIDWW cannot provide a fault free service. DIDWW gives no warranty that its network or services shall be continuous or will be free from faults.7.2. DIDWW gives no warranty or guarantee that the service is satisfactory or suitable for the Customer’s purposes. All warranties relating to the service from DIDWW are excluded, even if implied by statute.7.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement form any part of a contract, nor has induced either party into this Agreement.7.4. The Customer acknowledges that:

8.1. All prices are stated on the applicable price list updated from time to time and posted on Customer’s private account on the website. Customer is eligible to benefit from DIDWW’s wholesale pricing of the applicable tier to the extent that Customer agrees to subscribe to a Minimum Monthly Commitment (“MMC”) of that pricing tier and to terms and conditions as described in the applicable MMC Appendix.8.2. Service charges:8.3. DIDWW reserves the right to modify prices for Services during the period of this Agreement.8.4. DIDWW shall charge and Customer shall pay for the Services in accordance with the provisions set forth herein.8.5. DIDWW’s records shall constitute prima facie evidence of the data contained in such records and shall prevail, absent manifest error, over Customer’s records. The Customer’s call minutes shall be calculated according to CDR and Pricelist data logged by DIDWW in Customer’s account.8.6. DIDWW shall provide Customer with invoices and detailed reports regarding the Services and payments debited from its prepaid balance. DIDWW should be notified of all billing disputes via email to its designated email address billing@didww.com within 15 days. If Customer fails to deliver such notification it shall be deemed to have waived its rights to dispute the charges. DIDWW and Customer shall attempt in good faith to promptly resolve any objection to the invoiced amount. If the dispute is subsequently resolved in favor of Customer, DIDWW shall issue a credit to the Customer’s account for the disputed amount.8.7. Unless otherwise stated, all amounts payable to DIDWW under this Agreement are exclusive of any tax, except for taxes based on the net income of DIDWW. If under the applicable law the Customer must deduct any taxes from DIDWW receivables, the payment amount will automatically be increased to the extent that DIDWW final amount received is equal to the amount invoiced or otherwise due. Customer will provide DIDWW with the official statement by the tax authorities due to the obligation to pay any such taxes. The Customer shall also pay such taxes or provide DIDWW with the official statement by the tax authorities due to exemption from such taxes.8.8. In the event that any sums due to DIDWW under this Agreement are not paid by the due date then DIDWW shall be entitled to charge interest at 7% over the annual base rate used by the European Central bank for her main refinancing operations, at that time.8.9. In case the Customer does not fulfill his payment obligation under this Agreement after the date of a final notice, parties agree that DIDWW will be entitled to the application of the article 15.4 of this Agreement.

9.1. DIDWW may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. DIDWW will take steps to keep any consequent disruption to the service to a reasonable minimum.9.2. In the event that the Customer becomes aware of any faults with the service, it shall notify DIDWW as soon as is practicably possible.

10.1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt.10.2. The DIDWW trademarks, logos and service marks (“Marks”) displayed on this Website are the property of DIDWW. The Customer shall not use DIDWW’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer without prior written consent of DIDWW. All other trademarks, trade names, or company names referenced herein are the property of their respective owners.10.3. Any right to use the services, and/or any software related to the services, granted by DIDWW to Customer will only be perceived as a personal, limited, non-exclusive and non-transferable license of use by DIDWW of the services, and/or any software related to the services, for the designated purpose only.10.4. Customer agrees that DIDWW may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports and Web site listings of customers. Customer also gives permission to DIDWW to distribute materials referenced above, in electronic or hardcopy form, in whole or part, without fees or additional permissions, in internal and external press and marketing activities such as, but not limited to, presentations, proposals, papers and on the web.

11.1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement, nor the terms and payments due, but each parties may disclose to its officers and employees such information as may be required for them to fulfill their proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement.11.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:11.3. The Customer shall ensure that the confidentiality provisions of this Agreement bind all its employees and agents and shall indemnify DIDWW against loss or damage suffered as a result of a breach of confidence by employees or agents.11.4. DIDWW shall have the unconditional and irrevocable right to disclose the identity and address of the Customer and any End User in the event of any complaint received from any regulatory or governmental body, or any licensed telecommunications carrier, in connection with services offered by the Customer.

12.1. DIDWW shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.12.2. Direct damages. DIDWW can only be held liable for direct damages resulting from an attributable and faulty failure to perform its obligations under these Terms of Service. Direct damages in this respect exclusively mean:12.3. Maximum amount. Direct damages caused as a result of DIDWW’s breaches of this Agreement shall in any event be limited to the lower of: 5,000 U.S. Dollars; and, the amount invoiced to the customer and received by DIDWW for the month prior to, for any one event or series of events.12.4. DIDWW shall have no liability to the Customer in respect of any demand or claim where:

13.1. DIDWW shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control, to include, but not limited to any act of god, inclement weather, storm, flood, drought, lightning, fire, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, termination of or refusal to grant a license, damage to or loss of equipment or interruption, failure or delay in any service provided to us by any third party including governmental or regulatory authority or telecommunications operator, war, military operations, or riot.13.2. DIDWW will not accept any liability for the consequences arising out of a force majeure event.

14.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify DIDWW and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service and all costs relating thereto. The Customer agrees not to hold DIDWW and its parent, subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of DIDWW software or services, in particular, but not limited to; the use or impossibility to use the Service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.14.2. The Customer agrees to indemnify DIDWW, and its parent, subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to:

15.1. Term. The Agreement will be effective as of the date of the Customer acceptance thereof and will remain effective until terminated by either party as set forth in these Terms of Service.15.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than two (2) months’ notice of termination.15.3. Consequences of Termination. Upon termination of the Agreement for any reason all licenses and rights to use the Service shall terminate and the Customer will cease any and all use of the Service.15.4. DIDWW may terminate this Agreement with immediate effect by giving notice at any time, if:15.5. DIDWW reserves the right to immediately terminate or modify any Customer’s Service if DIDWW determines, in it’s sole and absolute discretion, that the use of the Service generates excessive billing or is in violation of that Customer’s responsibilities and obligations as per Section ‎5.2 of this Agreement. Customer will remain responsible for all charges through the end of the current Service Term, including unbilled charges, plus a disconnection fee, if applicable, all of which will immediately be due and payable.15.6. Either party may terminate this Agreement if:15.7. Survival. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer’s representations, warranties and indemnification obligations.

16.1. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity.16.2. DIDWW may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after services are provided.16.3. New versions of these Terms and Conditions: DIDWW reserves the right to modify this Agreement at any time by providing such revised Agreement to the Customer or by publishing the revised Agreement on the website. If the Customer does not wish to accept this revised Agreement, he is entitled to terminate his account, in writing or by e-mail to customer.care@didww.com, with effect from the date on which the revised Agreement would become effective. The continued use of the Service by the Customer shall constitute his acceptance to be bound by the Terms and Conditions of the revised Agreement.16.4. Changes to Services: DIDWW reserves the right to modify the Service at any time, for example to conform to legal and regulatory obligations. If the Customer does not wish to accept these changes, it is entitled to terminate its account, in writing or by e-mail to customer.care@didww.com, with effect from the date on which the change is effective.16.5. Ownership: All numbers leased and registered to Customer’s account by DIDWW remain under DIDWW’s control and may be reassigned at the termination of this Agreement.16.6. Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by DIDWW shall be subject to correction on notice from DIDWW and without liability.16.7. DIDWW’s rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.16.8. Applicable Law. The Agreement shall be governed by and construed in accordance with Irish Law. This Agreement shall be governed by Irish law and the Customer consents to the exclusive jurisdiction of the Irish courts in all matters regarding it.16.9. Competent Court. The Customer consents to the exclusive jurisdiction of the Irish courts in all matters relating to Agreement.16.10. Both parties agree that they have no joint venture, partnership, or agency relationship as a result of this Agreement. Neither party shall make any offer, guarantee, or warranty to any third party, in regard to the services, that purports to bind the other party.16.11. It is understood that the service using numbers from the Maltese national numbering plan is provided by Vanilla Telecoms under additional Terms & Agreements found here.16.12. Luxembourg Reference Interconnect Offer (RIO) can be found here.16.13. Lithuanian service quality parameters report can be found here.16.14. Feedback about DIDWW services in Portugal can be left here.