TelTel SIA (a limited liability company with registered office in Garkalnes district, Lakstīgalu Street 4, Garkalne, LV-2137, Latvia, legal entity registration number: 40103143723, VAT payer number: LV40103143723), hereinafter the Operator, provides to its clients the right to use and access communication centre services along with customer support and telecommunication services.

The following terms and conditions constitute a legally binding contract (this "Contract") between you (“you” or “your”) and Operator, that governs all use by you of the teltel.io or teltel.lv website and other websites provided by Operator (the "Services") and any other services or products provided by Operator.

If you use any Services or products provided by Operator, you are considered as Client.

The Operator and the Client, both hereinafter referred to as the Parties, and each separately - the Party, by following the will expressed by the Parties seriously, conscientiously and freely without deceit, constraint and fraud enter into a contract on such content, hereinafter referred to as the Contract.

General terms and conditions

1. Operator undertakes to provide the Client with Service in accordance with General Terms and conditions.

2. In the event of partial or total violation of contractual obligations the Parties shall be liable in accordance with the General Terms and Conditions and the applicable legislation of the Republic of Latvia.

3. The Parties undertake to make every effort to resolve any disputes arising from this Contract, its execution or breach, by negotiation. If no agreement is reached by negotiations, the dispute shall be resolved by the general jurisdiction court of the Republic of Latvia in accordance with the legislation of the Republic of Latvia.

4. The Contract enters into force when the Parties have signed it and shall remain in force until complete of obligations set by the Contract.

5. The Parties are entitled to amend the Contract by mutual agreement. Any amendments or additions to the Contract will only be effective when they are drawn up in writing and will be signed by the Parties.

6. The contract is drawn up in English and signed electronically or ink signature.

7. In order to fulfil the obligations arising from this Contract, the Operator processes certain personal data for which the Client is the data controller. The Parties have agreed that the Operator processes the personal data in accordance with the data processing agreement concluded between the Parties, which may been attached to this Contract as Data processing agreement. Any breach of the data processing agreement is considered as a breach of this Contract.

8. The Parties have agreed that the Operator will inform the Client at least 30 (thirty) days in advance of any amendments to the Contract.

9. During the term of this Contract, the Operator shall issue regular Software updates and shall continue development of the Software, to provide most recent version available and to fix any functional errors of the Software free of charge.

10. Upon Client’s request, Operator may provide custom IT development of solutions and features (hereinafter – Custom Development Services) aimed in particular at adapting the Software to individual needs of the Client.

11. Parties shall cooperate in order to manage any notifications as soon as possible and to share with each other all details necessary for handling the notification.

12. Potential invalidity or subsequent voiding of certain provisions of this Contract shall not affect the force and effect of the remaining provisions. In the absence of a mandatory legal provision, any invalid provisions shall be replaced by a rule that best approximates the intent of the Parties as deduced from the purpose of the original provision.

13. This Contract shall be interpreted pursuant to laws and regulations of the Republic of Latvia. All disputes shall be settled in the Republic of Latvia court.

14. The current version of the General Terms and Conditions is publicly available on the Operator's website www.teltel.io. If a written agreement on the Service is signed between the Client and the Operator, General Terms attached to such written agreement shall be considered as determinative.

15. Client undertakes to ensure that the content of calls and text messages complies with the requirements of regulatory enactments, as well as confirms that the Service will be used only for legitimate purposes, and the Service will not be used to perform illegal or unethical activities. The Operator does not check these calls and text messages, therefore, does not take any responsibility for their content.

16. The Contract is drafted on 6 (six) pages in 2 (two) identical counterparts, one for each Party. Both counterparts shall have equal legal effect. Contract may include annex Data processing agreement and Call Center Quote.

Prepaid and Postpaid arrangement

1. Client may use the Service in two modes:

   1. Prepaid - Client pays the Service fee upfront by transferring desired Credit amount to the Operator, The Service is automatically suspended in case Credit and Credit Limit(if is set) expires. It is the Client’s responsibility to ensure sufficient Credit amount for the availability of Service. To avoid insufficient Credit balance, the Client may enable in Software low credit notifications;

   2. Postpaid – Operator issues an receipt to the Client for Services provided in a previous calendar month. To use this payment option, Operator will make an approximately calculation for Security deposit (usually it covers two months of service fee) and send a receipt to the Client. After Security deposit payment, Operator set the Postpaid option and add it to the Client’s account. The deposited Security deposit will be added to the Credit balance. Each month, the Operator sends a receipt for the previous month. The Service is automatically suspended in case when Credit (including Security deposit) and Credit Limit (if is set) expires.

2. Operator shall issue invoices each time when he receives payment from Client. Invoices are sent by email or can be downloaded in the TelTel system.

3. The Parties agree that invoices shall be issued to Client only in an electronic form thus the Parties shall recognize such documents as binding on them, in accordance with the requirements of the Republic of Latvia accounting regulatory enactments. By using the e-mail addresses specified in the Contract, the invoice shall be deemed received on the day following sending it to the Client. Failure to receive the invoice shall not relieve the Client from its payment obligation.

4. In the event of Client’s failure to fulfill its payment obligations, Operator shall have the right to settle due amounts with the Security deposit funds. In such case, Client is obliged to restore Security deposit to it’s a previous amount within 5 (five) working days after Operator’s notification.

5. In the event of delays of payment obligations, the Operator shall be entitled to apply a contractual penalty of 0.5% (zero point five per cent) of the overdue amount per day, but no more than 10% of the total overdue amount.

6. After termination of the Contract, but not later than within 30 (thirty) days, Operator shall return outstanding Security deposit to Client after settling all payment obligations.

7. If Client fails to pay the invoice and settle no negative Credit balance in the specified amount and term after the invoice has been issued, Operator shall send the Client an e-mail notification letter or a registered letter to Client’s address specified in the Contract. If after the warning letter Client has not paid the invoice and Credit balance within the specified term defined in warning letter, Operator shall have the right to unilaterally terminate the provision of the Service and involve third-party service providers of its choice e.g. debt collection agencies, to recover any outstanding debt and late payment penalties.

8. Operator shall have the right to keep Client's account balance and Credit guarantee in the event of a serious breach of the Contract. according to point 2.9. of Contract.

9. Serious breach of Contract by the Client shall include, in particular:

   1. if the Client hinders or jeopardizes the proper functioning of Operator's network and fails to stop the breach within 2 (two) days of Operator's request to that effect specifying the legal consequences;

   2. if, despite Operator’s request specifying the legal consequences, Client fails to allow Operator to conduct the on-site inspection required for the investigation and elimination of the error reported or detected by the Operator;

   3. if the Client uses the Service in illegal ways or for illegal purposes;

   4. if the Client re-sells the Service to a third party without the Operator's written consent or does not use the Operator's network as intended;

   5. if Client infringes prohibitions of sections Intellectual Property and Rights of Use and Confidentiality of the Contract.

10. All costs have been agreed by the Parties prior to signing the Contract and are provided in the Call Center Quote attached to this Contract. Calls, SMS messages, and telephone numbers rates can be variable and adjusted according to price changes between operators. The Operator informs the Client about changes in tariffs in cases when it has a significant impact on the Client’s bill.

Intellectual Property and Rights of Use

3.1. Client understands that the Operator owns computer software developed by it (source program, code, and the software) and all related (online and hard copy) documentation and any duplicates thereof in any format whatsoever, as well as any documents generated in the course of development and operation, including procedures, policies, work processes and the context of the methodologies applied (such as management systems, IMS, ISMS, SMS), all constitute business secrets. The Software is subject to copyright restrictions and other legislative acts governing intellectual property and is proprietary to the Operator.

3.2. Client shall accept the terms of use upon installing Software or any other software issued by Operator as necessary for using the Service.

3.3. Client recognizes and understands that no title to the Software or any element thereof is transferred to the Client under this Contract. The right to use Software is conferred to the Client with the limitations set out in the Contract. Accordingly, Client is not entitled to transfer or license the right to use Software to a third party.

3.4. Client shall not copy, modify or create work originating from the Software or any element thereof, shall not reverse engineer program code directly or indirectly and shall not query the Software to find source code, object code or basic structures, ideas and algorithms.

3.5. Any solutions and development requested by the Client or created to deal with business needs and issues shall constitute Operator's intellectual property and may be freely used and further developed by the Operator and the Operator may request compensation.

3.6. Client understands that any modification introduced by not complying with the provisions of the Contract is deemed to constitute serious breach and the Operator will not accept any liability for the operation of the Software in the future.

3.7. Client shall immediately notify Operator of any events that come to its attention involving a violation of the rights of the Operator related to the Software and shall provide assistance to asserting the rights of the Operator.

3.8. Provisions of this Section apply equally to any code received during Software updates.

3.9. Operator represents and warrants that no third-party rights violate or restrict the rights conferred to the Client in respect of using the Software.

3.10. During the term of the Contract and for 24 (twenty-four) months following its termination on any grounds, Client undertakes not to conduct or be involved in any works aimed to develop computer software serving functions or with designation identical or similar to the Software, without the prior written consent of the Operator, whereas the Operator shall not unreasonably refuse to grant the consent. In the event the Client infringes its obligations specified in this clause.

Confidentiality

4.1. Parties define "Confidential Information" as any information related to the execution and content of this Contract as well as any other information provided by the Parties either directly or indirectly in writing, orally or otherwise that is disclosed by one Party to the other Party either before or after the entry into force of this Contract.

4.2. During the term of the Contract and for 5 (five) years following its termination on any grounds, each Party undertakes the following in respect of the Confidential Information received from the other Party:

4.2.1. to protect such Confidential Information from disclosure to any third party with at least the same degree of care (but in any event not less than reasonable care) as it uses to protect its own proprietary or Confidential Information of like kind from unauthorized use or disclosure;

4.2.2. to disclose Confidential Information to third parties upon procuring prior written consent from the other Party;

4.2.3. to use Confidential Information for performing their obligations or asserting their rights under this Contract and to the extent necessary for doing so;

4.2.4. to limit access and distribution of the Confidential Information only to those persons under its control and supervision (employees, subsidiaries, agents) that require such Confidential Information in order to execute this Contract and to ensure that such persons are aware of their confidentiality obligations hereunder and accept them as binding on themselves;

4.3. Obligations set out above do not apply to Confidential Information that:

4.3.1. is or becomes part of the public domain and easily accessible after the date and without a breach of this Contract;

4.3.2. a third party transferred legally into the possession of the receiving Party subsequently without any violation of confidentiality obligations;

4.3.3. is required to be disclosed under applicable law or at the authority's request, provided that the addressee of such request informs the other Party about the receipt thereof without delay, reasonably cooperates in protecting the Confidential Information and/or endeavors to prevent or restrict such disclosure otherwise; furthermore, such disclosure shall at all times be limited to the information whose disclosure is required by law.

4.4. If a Party considers that the other Party has violated the provisions of this Contract and/or the laws and regulations in force in the Republic of Latvia, as a result of which direct losses have been caused, the relevant Party shall be entitled to bring an action for the recovery of losses in the court of Latvia.

Termination of the Contract

5.1. The Contract may be terminated at any time by mutual written agreement by the Parties.

5.2. Client is entitled to terminate the use of the Service if he has settled all payments with the Operator and has a positive Credit balance, no later than 30 days prior to notifying Operator by e-mail.

5.3. Operator shall have the right to unilaterally withdraw from the Contract with an immediate effect:

5.3.1. in case of a serious breach of the Contract by Client;

5.3.3. if there is such an information at Operator’s disposal that implies cooperation with the Client as disrespectful and having a damaging effect on the reputation or business image of the Operator.

5.4. Operator shall have the right to restrict or terminate provision of the Service to the Client, by notifying the other Party in writing no later than 1 (one) month prior to it:

5.4.1. if there is such an information at Operator’s disposal that implies cooperation with the Client as disrespectful and having a damaging effect on the reputation or business image of the Operator.

5.4.2. in case Client is breaching terms of the Contract or laws and regulations of the Republic of Latvia, or performs any other illegal actions;

5.4.3. if Client uses the Service in a way that significantly interferes with operation of the network and provision of the Service to other Operator’s clients;

5.4.4. due to Force Majeure - until the end of Force Majeure or until consequences of Force Majeure have been eliminated;

5.4.5. if the Customer delays the payment of the invoice for the Services for more than 7 (seven) days, and Security deposit or account balance is negative.

5.5. Sixty (60) days after the termination of the Contract for any reason, Operator can erase all the data uploaded, captured, or created by Client (such as settings, client data, voice files, statistics) during its use. The Client will be able to download data within 60 days after the termination of the Contract.

Client support

6.1. Operator provides client support Monday to Friday: 9:00 – 17:30 (GMT+3), with an average reaction time of 5 minutes. Issues can be fixed instantly or some time estimate shall be provided if immediate solution is not possible.

6.2. Operator provides client support through following channels:

6.2.1. e-mail: [email protected];

6.2.2. ticketing system: https://teltel.freshdesk.com/support/tickets/new;

6.2.3. Skype : TelTel support;

6.2.4. phone (International): +371 67 881 855;

6.2.5. phone (Russia): +7 4 951 453 028.

6.3. Development and technical support up to 15 operators:

Services fees

7.1. Fees and rates are applied based on the attached Call Center Quote, additional fees, and rates are available on the website www.teltel.io, for specific requests which are not included at website Client should contact the Operator.

7.2. Operator has the right to change the Call Center Quote by notifying the customer in writing no later than 1 (one) month prior to it. Information needs to be sent to the Client’s e-mail address.