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- 138 West St, Sandton, Johannesburg, 2031.
- 8375 International dr., Orlando, Fl, 32819
These General Terms and Conditions (“Agreement”) apply to services (“Services”) provided by Dripcel (along with its affiliates, “Provider”), a Private Company Limited by Shares under the laws of Ireland, to its enterprise customers (“Customer”) in jurisdictions governed by the Directive (EU) 2018/1972 of the European Parliament and the Council of 11 December 2011, establishing the European Electronic Communications Code (“EECC”). These General Terms and Conditions, together with any Master Services Agreement (“MSA”) between Provider and Customer, constitute the “Agreement”. Provider and Customer are individually referred to as “Party” and collectively as the “Parties”. Customer is responsible for the usage of its affiliates.
1.1 Provider will deliver and Customer will receive the services specified in any service schedule, exhibit, or addendum (“Service Schedule”) executed by the Parties or subsequently incorporated into the Agreement. The Services may be used only as expressly authorized under the applicable Service Schedule by Customer or any of its affiliates or customers. In case of any conflict, the terms of the Service Schedule prevail over the Agreement, and these General Terms and Conditions prevail over the MSA.
The Agreement commences on the date of the MSA or the first date Services are provided, whichever is earlier (“Effective Date”), and remains in effect for the longer of three years or until the expiration of the last surviving Service Schedule (“Initial Term”). Each Service Schedule remains in effect for its specified term unless terminated earlier as allowed in the Agreement or Service Schedule. After the Initial Term, Service Schedules continue on a month-to-month basis, with either Party able to terminate with 30 days’ notice. Provider may change rates with 30 days’ notice during any month-to-month term.
3.1 Provider may terminate Services, cancel an application, or terminate the Agreement or any Service Schedule without liability for reasons including but not limited to: (a) non-payment by Customer, (b) non-compliance with material terms, (c) violation of laws, (d) prohibitions by authorities, (e) exceeding credit limits without a security deposit, (f) providing false credit information, or (g) interference with other customers’ use of Services.
3.2 Upon termination, all Provider materials in Customer’s possession must be returned or destroyed, certified by an officer of the Customer.
4.1 Provider will maintain and support the Services as outlined in the Service Schedule(s). Customer will: (i) pay all charges, (ii) provide necessary documentation, (iii) cooperate with installation, (iv) obtain third-party authorizations, and (v) report malfunctions promptly.
4.2 Interconnection points include TDM Trunking, IP Trunking, or Virtual IP Trunking. Customer is responsible for transport facility costs to interconnect with Provider. Provider is not responsible for service problems related to Customer-provided transport facilities.
5.1 Customer will pay all invoices within 30 days (“Due Date”). Customer is responsible for any collection expenses incurred by Provider. Fraud does not excuse payment obligations.
5.2 Provider may establish a monthly credit limit and require a security deposit. Provider may apply the security deposit against outstanding amounts and require replenishment. Charges do not include taxes or surcharges, which Customer must pay unless a valid exemption certificate is provided.
5.3 Disputes must be in writing, identifying the invoice and disputed amounts, and received by Provider within 120 days of the invoice Due Date. Unpaid amounts, including disputed amounts, are subject to other remedies available to Provider.
Provider retains all rights to any intellectual property used to provide the Services. No licenses to intellectual property are granted to Customer unless expressly stated in the Agreement or Service Schedule(s).
Customer agrees to comply with all applicable laws and regulations, Provider’s tariffs, and regulatory authorizations.
(a) If Customer terminates the Agreement or any Service Schedule for convenience or if Provider terminates for Customer’s breach, Customer will pay liquidated damages as specified. (b) “Cause” allows Customer to terminate without penalty upon expiration of the Initial Term, changes in Agreement conditions not beneficial to Customer, or significant service performance discrepancies.
9.1 Excluding payment and indemnity obligations, neither Party is liable for special, incidental, punitive, consequential, or indirect damages, or lost profits.
9.2 Provider’s liability is limited to proven direct damages not exceeding the greater of (i) the total amount paid by Customer in the three months prior to the event or (ii) $10,000.
Provider makes no warranties, express or implied, regarding the Services except for compliance with applicable laws.
The Parties will not disclose each other’s Confidential Information without permission. Confidential Information includes business methods, customers, finances, and any other information designated as confidential.
Customer will defend and indemnify Provider against third-party claims related to Customer’s use of Services, unauthorized network access, and Customer’s equipment or applications.
Customer is responsible for the security and integrity of its equipment. Provider grants a non-exclusive license to use any service ordering/management systems or tools solely for the duration of the Agreement, unless mutually agreed otherwise.
Neither Party may assign the Agreement without the other Party’s consent, except to an affiliate or acquirer of substantially all assets.
Notices must be in writing and delivered by hand, email, or courier to the addresses provided. Notices are deemed received on delivery or the next business day if received after 5:00 p.m. or on a non-business day.
Neither Party is liable for non-performance due to causes beyond its control. If services are interrupted for more than 30 days, either Party may terminate the affected services.
The Agreement is governed by New York law. The Parties are independent contractors. Invalid provisions do not affect the remainder of the Agreement. The Agreement cannot be modified except in writing. Provider may disclose Customer’s information to resolve complaints. The Agreement survives termination for certain provisions.
These EECC Terms are part of the MSA between Inteliquent and Customer and apply to services in jurisdictions governed by the EECC.
In case of conflict, these EECC Terms prevail over the MSA and Service Schedules.
Definitions:
Capitalized terms have meanings ascribed in these EECC Terms, the MSA, or Service Schedule.
All other terms of the MSA and Service Schedules remain in effect. Customer must comply with country-specific terms posted on Provider’s portal or website.
These EECC Terms, together with the MSA and Service Schedules, constitute the entire agreement.