Before using Advancefone’s wholesale services, you must agree to the following Terms and Conditions:
The clauses below set forth the terms and conditions ("Agreement") upon which Advancefone Ltd, Advance Phone International (“Advancefone”) shall provide and Customer shall purchase wholesale VoIP services ("Services"). Customer agrees as follows:
Rates are shown in terms of full minutes and calls are billed in one (1) second increments after the initial one (1) second call duration, with the exception of:
The logging data above is collected as part of our attempt to monitor ongoing performance and service integrity in order to enhance our service offering. We have implemented strict technical and organizational measures to ensure that the log data is protected at all times and destroyed after statistical analysis by our security and performance engineering teams. Additional service performance statistics logs may be collected from time to time in order to evaluate the scalability of the PrivateProxies service and/or introduce new service enhancements.
On a daily basis at least seventy percent (70%) of Customer`s minutes sent to Advancefone for termination in the United States must terminate in combined RBOC locations, wireless, and GTE, as defined by the LERG (collectively "RBOC Locations"). Advancefone shall have the right to apply a $0.05 per minute surcharge to the number of minutes by which Customer`s minutes terminating in United States locations other than RBOC Locations exceeds thirty (30%) percent. Customer shall not send to Advancefone any traffic for termination in Alaska or Hawaii or send premium services/900 or directory assistance unless specific rates for these locations are provided. Further Advancefone may charge a $.05 per minute surcharge on all intrastate traffic. Any call that cannot be determined to be interstate or intrastate may be charged as intrastate.
The parties agree that:
All Services are provided for resale to Customer`s customers, end users or subscribers. Customer is responsible for billing and collection from its customers, end users and subscribers including all taxes and fees. Customer is responsible for obtaining and maintaining all licenses, approvals and other authorisations necessary for the resale of Services. Customer hereby agrees to execute such other documents (including but not limited to Universal Service Fund forms) as Advancefone may reasonably request from time to time.
The Parties shall connect their respective telecommunications switches via Voice Over Internet Protocol ("VoIP") equipment which may be provided by a third party supplier ("Supplier"). Each Party shall be responsible for procuring its VoIP equipment from its chosen Supplier and for all contractual obligations with that Supplier. Each Party will notify the other of the date from which the notifying Party`s connectivity will be available.
Some Customers will be given access to Advancefone`s "prefix dialling feature", which will allow Customer to route each call to the desired call quality division by entering a dialling prefix as defined by Advancefone. Failure to prefix a call properly will result in calls being billed at the "default" division rates, a setting Customer controls via the web portal.
Advancefone reserves the right to immediately suspend all or any part of the Services if:
Advancefone shall, in its sole and absolute discretion, establish and modify payment terms and a credit limit for Customer. Such information shall be listed on Customer`s web portal. Customer shall make payment to Advancefone via Paypal, Credit Card, Western Union Quick-pay transfer or wire transfer of U.S. dollars in accordance with the "Credit Limit," "Payment Terms" and "Invoice Due Date" fields set forth on Customer`s web portal. All wire transfer, Paypal Transaction fee, Credit card transaction fee or Western Union fees shall be borne by Customer and Advancefone must receive the full amount of the invoice. Any payment shall be deemed valid only when it reaches Advancefone`s account as cleared funds. If payment is not made in full by the due date, Advancefone shall have the right to suspend or terminate the delivery of all or any part of the Services provided hereunder without notice or demand until such time as payment, including applicable interest, is paid in full. Any payments not received by Advancefone by the due date will bear interest at a rate of two and one-half percent (2½ %) per month or the maximum rate permitted by law, whichever is less, from the due date until paid in full. Any payments received that are less than the total amount due will be applied first to interest and collection fees, then the oldest invoice(s) outstanding.
Credit Limit shall be defined as all unpaid amounts invoiced to Customer plus non-invoiced usage. Customer`s service shall be suspended without notice when the Credit Limit is reached or exceeded unless
Customer shall prepay Advancefone for all Services via Paypal, Western Union Quick-pay transfer, wire transfer or credit card payment of U.S. dollars. All wire transfer, PayPal Transaction fee, Credit Card transaction fee or Western Union fees shall be borne by Customer and Advancefone must receive the full amount of the invoice. In the event the prepayment amount reaches $0, Services shall be automatically suspended. In such event, Advancefone may (but is not obligated to) reinstitute Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. A prepayment replenishment shall be deemed valid only when such replenishment is in Advancefone`s account as cleared funds. Notwithstanding the foregoing, for weekend usage, Customer shall ensure that the prepayment replenishment is in Advancefone`s account as cleared funds by the immediately preceding Thursday before 5pm (AEST) time. Advancefone may in its sole discretion require Customer to increase the prepayment in the event of any increase or anticipated increase in Services provided to Customer. Advancefone may offset against the prepayment any amounts due by Customer that remain unpaid after expiration of any applicable notice or cure periods set forth herein. Customer`s initial prepayment of $1,000 shall include a $200 Program Set-Up Fee. Such Fee shall be waived so long:
All Services under this Agreement are provided exclusive of any applicable federal, state, local, or foreign taxes, duties, or charges imposed by any governmental authority, or as otherwise provided pursuant to this Agreement. Such taxes, duties, or charges shall be paid directly by Customer. All amounts payable by Customer under this Agreement shall be made without deduction or counterclaim and, except to the extent required by any law or regulation, shall be made free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental agency or authority. If Customer is required by any law or regulation to make any such deduction or withholding, Customer shall, together with the relevant payment, pay such additional amount as will ensure that Advancefone actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. Advancefone may impose any governmental or regulatory fees on a retroactive basis.
If Customer, in good faith, disputes the amount of any charge included in an invoice, Customer must notify Advancefone in writing of the disputed charge within thirty (30) days of the date of invoice and provide the following documentation reasonably required to resolve the dispute. Minute Dispute - Customer must provide Advancefone with a hard copy of the type of minute dispute being issued and must be accompanied by a call detail record from Advancefone`s call detail records supporting the alleged erroneous calls or minute duration variances. Rate Dispute - Customer must provide documentation identifying the time period, appropriate rate, total minutes and amount in dispute for each country and documentation detailing the rate agreed upon. Failure to contest a charge within thirty (30) days of the date of the invoice will create an irrefutable presumption of the correctness of the charge and Customer shall have waived its right to dispute that invoice. In addition, for prepaying Customers, if payment is made via credit card, any credits or refund made to Customer`s account must have Advancefone`S written authorisation.
No Refund Policy: Except in instances where Advancefone terminates these Terms of Use for convenience, Advancefone shall not honour any Customer refund request that is less than $200.
Advancefone reserves the right to terminate the Services, or any portion thereof, upon a breach of any of these terms of use by Customer. Upon termination, Advancefone will be entitled to immediately cease providing Services. Notwithstanding termination, the provisions that, by their nature survive termination, will continue to apply.
Neither Party shall be responsible nor liable for any obligations (except for the obligation to make payment when due) arising out of, in connection with or relating to any matter occasioned by or due to fire, flood, water, the elements, acts of God, war and threat of imminent war, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond such Party`s reasonable control.
In no event shall Advancefone be liable for any indirect, incidental, consequential, exemplary, punitive, reliance or special damages, or for any loss of revenue, profits, use, data, goodwill or business opportunities of any kind or nature whatsoever, arising in any manner from the Services. Regardless of whether any claim is based in contract, tort, or other legal theory, Advancefone`s liability under or in connection with the Services shall be limited to five thousand ($5,000) dollars. Advancefone shall not be liable for any damages, whether direct or indirect, caused by services or equipment that is not furnished or managed solely by Advancefone. The Parties acknowledge that the limitations on liability set out in this clause have been negotiated between the Parties and are regarded by the Parties as being reasonable in all circumstances.
Except as specifically set forth herein, Advancefone makes no warranty to Customer or any other person or entity, whether express or implied or statutory, as to the description, quality, merchantability, non-infringement, completeness or fitness for a particular use of any of the Services, all such warranties hereby being expressly excluded and disclaimed.
Customer shall not dispute any charges or withhold payment on the basis that Fraudulent Calls or Artificially Inflated Traffic comprised a portion of the traffic volume. Customer shall be responsible for all charges associated with any Fraudulent Calls and Artificially Inflated Traffic. It is Customer`s sole responsibility to take immediate action to block any Fraudulent Calls and Artificially Inflated Traffic. For purposes of this Agreement, "Fraudulent Calls" shall include, but not be limited to, deliberate exploitation of systemic errors in Advancefone`s routing system. For purposes of this Agreement, "Artificially Inflated Traffic" means any activity which:
Customer shall indemnify and hold harmless Advancefone and all of its officers, agents, directors, shareholders, subcontractors, subsidiaries, employees and affiliates from and against any claim, cost, damage, demand, liability, loss, penalty, proceeding and reasonable attorney`s fees imposed upon Advancefone by reason of any claims or damages arising out of or related to
These terms of use and the relationship between the Parties hereto will be governed by the laws of the State of Queensland, (Australia). All disputes that cannot be resolved between the parties shall be adjudicated in a court of competent jurisdiction, including the courts located in Brisbane, QLD, Australia. Advancefone and Customer consent to personal jurisdiction in Brisbane, Australia.
Customer hereby represents, warrants and covenants that it will not, under any circumstances, and at all relevant times, make, or cause or authorise any third party acting on its behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any Foreign Official (including but not limited to government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all applicable laws (including but not limited to any local anti-bribery laws), or any other third party, for the purpose of influencing such party`s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for Customer in performing its duties and obligations hereunder. Customer expressly agrees that its use of the Services is the result of arms-length negotiations, and that it has not entered into these terms of use with a corrupt motive to obtain or retain business or to secure an unfair business advantage. Customer warrants and undertakes that it shall, at all times, keep and maintain accurate and up to date accounting records to ensure that all transactions relating to the Services are sufficiently documented.
The Parties hereby acknowledge that during the course of the Parties relationship, either Party may acquire information regarding the other or its business activities, whether oral or written, of a confidential and proprietary nature (hereinafter "Confidential Information"). Each Party shall hold the Confidential Information in strict confidence and shall not reveal the Confidential Information, or any portion thereof to any third party. This confidentiality obligation shall survive expiration or termination of this Agreement for a period of one (1) year. Each Party agrees that, without the other Party`s written consent, it will not use the name, trademarks, trade names, service marks or logos of the other Party or of any of its affiliated companies in any advertising, publicity, press releases or sales presentations. It is expressly understood that the Parties hereto are acting hereunder as independent contractors. The failure of either Party to give notice of default or to enforce compliance with any of the terms or conditions of these terms of use, the waiver of any term or condition of these terms of use, or the granting of an extension of time for performance, will not constitute a permanent waiver of any term or condition of these terms of use. No amendment by Customer of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorised representative of Advancefone. Advancefone may assign these terms of use or any rights hereunder upon notice to Customer. Customer may not assign these terms of use or any rights hereunder without the prior written consent of Advancefone. In the event it is determined that any part or provision of these terms of use is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of these terms of use. Nothing in these terms of use will prevent Advancefone or Customer from entering into similar arrangements with, or otherwise providing Services to, any other person or entity. These terms of use, including any exhibits attached hereto, sets forth the entire agreement and understanding of the Parties hereto related to the subject matter hereof.
Except as set forth herein, all notices and communications required under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes when sent via internationally recognised overnight courier service to the address provided by each Party. Either Party may change its address by giving the other Party notice of such change in accordance with this paragraph.
A standard account will receive 10 channels and will require you maintain a minimum $10 balance. Further channels can be requested at any time, and will require a further $1 balance per channel ( e.g. 50 channels would require you to maintain a $50 minimum balance).
Prepaid Customers understand and agree that a full activation (not a test account) of Customer`s account is subject to Advancefone`s receipt of Customer`s initial prepayment and Advancefone`s performance of certain background checks on Customer. Post-paid Customers understand and agree that a full activation (not a test account) of Customer`s account is subject to full credit approval by Advancefone`s finance department. Advancefone reserves the right to suspend and/or terminate Services at any time in the event Advancefone determines, in it sole discretion, that it cannot verify Customer`s background information.