Callcabinet
Terms and conditions of use
Definitions
The terms included in this clause and which appear in the text of this document with an initial capital letter shall have the meaning assigned to them below. Terms denoting the singular also include the plural and vice versa, provided that the context so requires. Terms not expressly defined shall be understood in the sense attributed to them by the corresponding technical language or, failing that, in their natural and obvious sense, according to the general usage of the same.
1.1. The term “CALLTECH” means or refers to CALL PROCESSING TECHNOLGIES SA, a Colombian company domiciled in the city of Bogotá DC, identified with Nit. 830.045.792-1, legally represented in this act by CARLOS AUGUSTO VILLAMIZAR CADENA, of legal age, identified with citizenship card No. 80.410.786, domiciled in Bogotá, Republic of Colombia, with offices in the city of Bogotá, at Calle 128 B Bis # 59B-40, Bogotá D:C:, 111111, Colombia, South America.
CALLTECH is a Licensee of “The Software”, in accordance with a Software License agreement previously entered into between CALLTECH and “The Licensor”.
Under said Software License agreement, CALLTECH acquired the right to market access to the services of “The Softwares”.
Upon prior acceptance by THE CLIENT of the General and Specific Conditions of the Cloud Computing Services and payment by THE CLIENT of “The Price of the Services”, CALLTECH will give THE CLIENT access to subscribe directly to the platforms of “The Licensor” and thus access the services of “The Software”.
1.2. The term “The Licensor” means or refers to the company CALL CABINET CORPORATION, a company incorporated under the laws of the state of Delaware, United States of America and a company that is the owner of the rights to “The Software” or is licensed to license and/or provide access to and/or market the same.
1.3. The term “The Software” means or refers to the software identified and described in the Specific Conditions of the Cloud Computing Services, of which CALLTECH is the licensee and which THE CLIENT will have access to, by virtue of the acceptance of the General and Specific Conditions of the Cloud Computing Services, the payment of “The Price of the Services” and the acceptance of the terms and conditions accepted at the time of subscribing to the “Licensor” platform.
1.4. The term “The Services” means or refers to Cloud Computing Services, in the form of Software as a Service (SaaS), and are accessed through the use of “The Softwares”.
1.5. The term “THE CLIENT” means or refers to the end user of “The Services”.
THE CLIENT is the natural or legal person who accepts the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) established by CALLTECH, and is the person who signs and identifies himself/herself in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal).
Access to The Services
CALLTECH, in exchange for “The Price of the Services” and prior acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions), will give THE CLIENT access to the “Licensor” Platform so that they may directly carry out the corresponding subscription and/or affiliation, accept the terms and conditions established by “The Licensor” on said platform, and access “The Services”.
Conditions of access to the Services
In order for THE CLIENT to access “The Services” he/she must accept and comply with the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions), pay “The Price of the Services” and accept the terms and conditions established by “The Licensor” at the time of subscribing to the Platform.
The connectivity and technology conditions that THE CLIENT must have to access and enjoy “The Services” are those specified in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal).
The Price of The Services
“The Price of the Services” and the payment method will be those established in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal).
Hardtion
The term of duration or validity of the access accounts provided by CALLTECH to THE CLIENT, to access the platform of “The Licensor”, will be that indicated in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal).
Obligations from CALLTECH
Upon acceptance by THE CLIENT of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) and payment of “The Price of the Services”, CALLETECH undertakes to: (i) Provide THE CLIENT with access to the platforms of “The Licensor”; (ii) Provide operational support to THE CLIENT, in accordance with the provisions of section 8 of this document and the terms and conditions established by “The Licensor”; (iii) Remotely assist THE CLIENT in the installation of “The Software” and provide training, in accordance with the terms and conditions established by “The Licensor”; and (iv) The other obligations established in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal).
Obligations FROM THE CUSTOMER
By accepting the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) THE CLIENT undertakes to: (i) Pay “The Price of the Services”; (ii) Comply with the provisions of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) and the terms and conditions established for affiliations to the Platforms of “The Licensor”; (iii) Refrain from: a) Modifying or copying the program, its code or any other material; b) Using “The Software” for any public display (commercial or non-commercial); c) Attempt to decompile or reverse engineer any of “The Software”, contained in the platforms of “The Licensor” or related application, platform or software; d) Take any measure that may make “The Software”, or any part thereof, subject to the terms of the General Public License (GPL) or the Lesser General Public License (LGPL) of the Free Software Foundation; (e) Remove any copyright or other proprietary notations from the materials; (f) Use “The Services” and/or “The Software” for criminal acts or to facilitate or participate in any criminal act. (iv) The other obligations established in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal) and in the terms and conditions of the platforms of “The Licensor” and in other platforms to which THE CLIENT subscribes to access “The Services”.
Soupart
Operational support for “The Services” and/or “The Software” shall be provided by CALLTECH. Within this obligation, CALLTECH shall perform the following activities, remotely: (i) Identify problems; (ii) Make the best effort to resolve the problem, including the collection of all relevant data, logs, traces and files related to the problem; (iii) For problems that require higher levels of resolution, i.e. Product Support and Engineering Support, initiate service requests using “The Licensor” support ticket system; (iv) Perform on-site support activities, such as activities related to configuration and provisioning; (v) Distribute and implement software patches, fixes, updates and major versions only for licensed software; (vi) Provide status updates to THE CLIENT or end user. Follow-up status until the problem is closed.
Product Support and Engineering Support will be performed by “The Licensor” in accordance with the conditions established by it, however, CALLTECH may make support requests for the intervention of “The Licensor”.
Paragraph.- In the event that on-site support is required (at THE CLIENT's headquarters), this will be provided by CALLTECH, provided that it has not been possible to resolve the problems remotely. This support may generate charges. If the presence of "THE Licensor" is required, economic charges will be generated and will only be carried out for implementations or complex problems that could not be resolved remotely, in a reasonable time.
Property RightsIntellectual age
By accepting the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) by THE CLIENT, no rights over intellectual or industrial property are transferred to THE CLIENT, nor is any right of exploitation, commercialization or license granted over “The Software”.
Protection of Personal Data
With the acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) by THE CLIENT, and the use of “The Services” and “The Software” by the same, CALLTECH will not host or process in any way the personal data of THE CLIENT, nor those for which the CLIENT administers, is responsible for or in charge of, or processes them.
The transmission and/or transfer of personal data made by THE CLIENT to “The Software” and/or “The Licensor”, or the use made of personal data with “The Software” or from the same, will be carried out at the CLIENT's own risk and expense, and in accordance with the terms and conditions established by “The Licensor” on this matter.
The processing of personal data by THE CLIENT of the personal data that it manages, is responsible for or in charge of, will be done in accordance with the personal data processing policies established by THE CLIENT and CALLTECH is not responsible, under any circumstances, for the processing of this data.
THE CLIENT will hold CALLTECH harmless and defend it in the event that a third party files a judicial or administrative complaint or claim against CALLTECH (or simply binds it), for matters related to the processing of personal data that THE CLIENT manages, is responsible for or in charge of.
Acceptance of Terms and Conditions of Cloud Computing Services
THE CLIENT will accept the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) by signing the acceptance of the same as established in the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal), or by paying “The Price of the Services”.
The acceptance by THE CLIENT of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) established by CALLTECH, is an irrevocable promise by THE CLIENT to pay “The Price of the Services” and to comply with the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions), as well as to comply with the terms and conditions established by “The Licensor”.
Termination of Access to the Licensor's Platforms
Access to the platforms of “The Licensor”, and the legal business arising between CALLTECH and THE CLIENT due to the acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions), terminate for the following reasons: (i) Upon completion of the term of duration or validity of access to the platform of “The Licensor”; (ii) Due to non-compliance by THE CLIENT of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) and/or due to non-compliance with the terms and conditions established by “The Licensor”; (iii) Due to THE CLIENT, or its representatives, directors and/or shareholders, being involved in a criminal investigation for the crimes of Drug Trafficking, Money Laundering, Financing of Terrorism, Human Trafficking and Corruption, or due to THE CLIENT, or its representatives, directors and/or shareholders being convicted of the commission of these crimes; (iv) By court order; and (v) for any other reason set forth in the Terms and Conditions of Cloud Computing Services (the General Conditions and the Specific Conditions) established by CALLTECH or in the terms and conditions established by “The Licensor”.
Resolution of Conflicts
By accepting the Terms and Conditions of Cloud Computing Services (General Conditions and Specific Conditions), THE CLIENT agrees that all disputes arising from the business relationship arising from the acceptance of the Terms and Conditions of Cloud Computing Services (General Conditions and Specific Conditions), their execution, settlement and interpretation, will be resolved by an arbitration court, which will be subject to the following: a) The court will be made up of one (1) or three (3) arbitrators. It will be three (3) if the amount of the claims exceeds TWO HUNDRED FIFTY THOUSAND UNITED STATES DOLLARS (USD 250,000), in other cases it will be made up of a single arbitrator; (b) The arbitrators shall be chosen by mutual agreement between the parties from the list kept for such purpose by the Conciliation and Arbitration Center of the Bogota Chamber of Commerce, where each party shall choose 1 arbitrator and those chosen by each party shall choose the third arbitrator. If there is 1 arbitrator, he shall be chosen by the director of the Conciliation and Arbitration Center of the Bogota Chamber of Commerce, in accordance with its regulations; (c) The internal organization of the court shall be subject to the regulations provided for such purpose by the Conciliation and Arbitration Center of the Bogota Chamber of Commerce; (d) The court shall operate at the Conciliation and Arbitration Center of the Bogota Chamber of Commerce; (e) The term for issuing a ruling shall be 6 months; (f) The ruling shall be in accordance with the law; (g) The costs of the court shall be borne by the losing party.
Provisions finals
The following are the final provisions of this contract: (i) For all legal purposes, the legal transaction generated between CALLTECH and THE CLIENT with the acceptance of the Specific Conditions (Annex 1 of the Terms and Conditions of the Cloud Computing Services or the Commercial Proposal) will have as its domicile the city of Bogotá DC, Republic of Colombia, and will be governed by and interpreted in accordance with the laws of the Republic of Colombia. For all legal purposes, CALLTECH's unilateral presentation of is considered and constitutes a Commercial Offer; (ii) The legal transaction arising from the acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) does not generate or constitute between CALLTECH and THE CLIENT, a partnership contract, joint venture or employment relationship between the parties, nor does it constitute an agency relationship, mandate, commercial representation, franchise, license, concession and/or any other similar relationship; (iii) The legal transaction arising between CALLTECH and THE CLIENT with the acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions), does not replace the terms and conditions established by "The Licensor" and accepted by THE CLIENT, being clear that the terms and conditions established by "The Licensor", and accepted by THE CLIENT, are those that govern and apply to everything related to the use and enjoyment of "The Services" and/or "The Software"; (iv) The titles of the numerals and sections contained in the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) are included for reference purposes only and may not in any way affect the meaning or interpretation thereof; (v) With the acceptance of the Terms and Conditions of the Cloud Computing Services (the General Conditions and the Specific Conditions) by THE CLIENT, both CALLTECH and THE CLIENT are especially obliged to proceed with the development of the legal business arising from said acceptance, within an attitude of GOOD FAITH, which implies, among other things, loyalty, collaboration, camaraderie and full information to the other party about elements and all circumstances linked to the development and execution.
Acceptance of the commercial proposal or service implies acceptance of the terms and conditions established herein.
General Terms and Conditions of CLOUD COMPUTING SERVICES are subject to change without prior notice. CallTech SA reserves the right to adjust or modify this document and will maintain the current version of the same on its website web.calltechsa.com.
