Terms and Conditions

This Service Agreement (the "Agreement") is made between International Premiums Offshore S.A., a company duly registered in British Virgin Islands under the company registration number 1668273 and having its registered office at Road Town, Geneva Palace Waterfront Drive, 3rd Floor, Tortola, British Virgin Islands; (Hereinafter "InterPrems") and You, any person whether an individual or a legal person who completes the registration process. (Hereinafter "the Client").

InterPrems and Client will be sometimes hereinafter individually being referred to as a "Party" and collectively as the "Parties".

BY CLICKING THE ACCEPTANCE BUTTON BELOW, COMPLETING THE REGISTRATION, ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE DESCRIBED HEREIN, THE CLIENT EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

IF THE CLIENT DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, INTERPREMS WILL PROMPTLY CANCEL THIS TRANSACTION AND THE CLIENT MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE DESCRIBED HEREIN.

1. 1. Definitions and Interpretations.
   1. 1.1 The headings in this Agreement do not affect its interpretation.
   2. 1.2 The following capitalized terms shall have these meanings unless the contrary intention appears:
      1. "CDR" shall mean InterPrems call detail records holding Traffic information passing through the IPRN generated by the Callers;
      2. "Callers" shall mean people calling the IPRN;
      3. "Call Center" shall mean the call center feature provided from time to time by InterPrems to the Client as part of the Services, as described in the Registration Process pursuant to the provisions of this Agreement;
      4. "Carrier" shall mean any third party national and/or international telephone carrier and/or supplier of telephone numbers and/or connections and/or telephone service provider;
      5. "Code of Conduct" shall mean any code of any independent body approved for the supervision of telephone information services recognised by any of the different countries where the Services are provided and/or where the Programs are advertised and delivered;
      6. "Commissions" shall mean the remuneration of the Client for the Services when applicable, as described in clause 4 and on the Website as may be amended from time to time;
      7. "Confidential Information" shall mean all information in any format which: (i) relates to the Agreement; or (ii) is designated as confidential by either Party; or (iii) relates to the business, affairs, networks, customers, products, developments, trade secrets, know-how and personnel of either Party and which may reasonably be regarded as the confidential information of the disclosing Party;
      8. "Execution Date" shall mean the date the Client completes the Registration Process on the Website,
      9. "Intellectual Property Rights" shall mean any patent, registered design, registered trade or service mark, copyright, design right, semiconductor topography right, know-how or any similar right exercisable in any part of the world including any application therefore;
      10. "IPRN" shall mean the international premium rate number or numbers allocated from time to time by InterPrems to the Client as part of the Services, as described in the Registration Process pursuant to the provisions of this Agreement;
      11. "IVR" shall mean the interactive voice response feature provided from time to time by InterPrems to the Client as part of the Services, as described in the Registration Process pursuant to the provisions of this Agreement;
      12. "Registration Process" shall mean the web process where the Client chooses the Services and enters all required information and expressly accepts the Terms and Conditions of this Agreement on the Website;
      13. "Reseller" shall mean from time to time any client of the Client to which the Client assigns the right to utilize the Services, that fulfil such role by virtue of any form of commercial or contractual arrangement with the Client, pursuant to the provisions of this Agreement;
      14. "Programs" shall mean the voice programs, media programs or any other programs such as IVR or Call Center that the Client, his Reseller, or InterPrems provide and/or market to the Callers;
      15. "Secured E-mail Address" shall mean any encrypted or non-encrypted e-mail address provided by the Client in the Registration Process where messages, bills or documents are sent to, binding the Client;
      16. "Services": shall mean the services provided from time to time by InterPrems to the Client and the services provided from time to time by the Client and/or Reseller to InterPrems as described in the Registration Process; the services provided by InterPrems to the Client as part of the Services shall include the IPRN numbers and/or IVR and/or Call Center and/or Programs and/or any other services; the services provided by the Client and/or by the Reseller to InterPrems as part of the Services shall include sending traffic to InterPrems via the IPRN by way of creation and/or provision of the Programs, and/or by way of promoting, advertising and/or marketing the Programs to the Callers and/or by any other way.
      17. "Term": shall mean the term of this Agreement as described in clause 8.1
      18. "Traffic" shall be understood as the load created by a flow of calls generated on the IPRN.
      19. "Website" shall be understood as the website of InterPrems;
2. 2. Client's Obligations and Representations / Remedies
   1. 2.1 The Parties undertake and agree to provide the Services to each other as defined and described in the Registration Process.
   2. 2.2 In the event where InterPrems provides the Programs as part of the Services, then Client shall pay InterPrems for the said Programs as described in the Registration Process.
   3. 2.3 The Client shall obtain all necessary licenses, approvals, permissions or authorisations for the use, promotion and advertising of the IPRN and/or the Programs associated hereto when applicable.
   4. 2.4 The Client shall only acquire the right to use and resell the IPRN to the Reseller for the Term of this Agreement when applicable.
   5. 2.5 The Client undertakes to clarify and reconfirm to InterPrems in writing any explanation or details concerning the Services and promptly provide any supporting documents upon InterPrems's request.
   6. 2.6 In the event where the Client provides the Programs as part of the Services, it shall:
      1. a. bear the full responsibility for the creation, quality, content and delivery of the Programs;
      2. b. guarantee the quality and lawfulness of the Traffic when applicable.
   7. 2.7 In the event where the Client is providing Programs as part of the Services, it represents to InterPrems and shall at all times ensure that said Programs:
   8. c. neither infringe InterPrems or any third party Intellectual Property Rights;
   9. d. any applicable laws, rules, regulations or circulars of any local regulatory authority, local national telecommunications or consumers act or legislation where they are provided, any Code of Conduct (where applicable) nor are in breach of any provision of this Agreement;
   10. e. are not defamatory.
   11. 2.8 The Client represents to InterPrems, and shall at all times ensure, that his and/or the Reseller's activity is compliant with all applicable laws, rules, regulations or circulars of any local regulatory authority, local national telecommunications or consumers act or legislation, local anti-money laundering legislation or act, any Code of Conduct (where applicable), as well as the provision of this Agreement.
       
       The Client further agrees not to use or let the Reseller use the Services for transmitting or receiving any communication or material of any kind which would constitute and/or encourage any conduct that would constitute a criminal offense, give rise to any civil, criminal or administrative liability, or otherwise directly or indirectly violate any applicable local, state, national or International laws, rules, regulations, circulars of any local regulatory authority, local national consumers act or legislation where the Programs are provided;
   12. 2.9 The Client shall reimburse InterPrems in full for any fines, charges or expenses incurred in connection with the Client or the Reseller's failure to comply with any relevant laws, rules, regulations, circulars of any regulatory authority or any third party, local national telecommunications or consumers act or legislation where the Programs are provided, in the event they Client provideds them, any Code of Conduct (where applicable) or any provision of this Agreement.
   13. 2.10 The Client shall indemnify and hold harmless InterPrems against any and all liability arising out of the Programs if provided by Client and out of the contents transmitted by the Client or the Reseller via the IPRN.
   14. 2.11 The Client guarantees the Reseller's compliance to the provisions of this Agreement and shall ensure at all times that the Reseller refrains from any activities which may potentially infringe the rights of third parties or that could constitute a breach of the Client's obligations or any provisions of this Agreement and shall be jointly liable with any Reseller when applicable, for any breach of any provisions hereof.
   15. 2.12 The Client represents and solely assume the full responsibility towards InterPrems for the information provided in the Registration Process, warranties, statements and representations given under this Agreement, and represents and undertakes that they are true and accurate and shall at all times remain as such.
   16. 2.13 The Client shall bear solely the full responsibility for the lawfulness, correctness of the contents of the Programs if provided by Client, and for the use of the IPRN, when applicable, and InterPrems shall not bear any liability in that respect.
   17. 2.14 In the event where the Client provides Programs as part of the Service, the Client shall, upon InterPrems request, promptly provide all necessary information and documentation, such as and not limited to legally binding declarations, about any third party directly or indirectly involved in the Programs, their design, creation or development, their advertising, marketing, promotion, purchase, use (i.e. end-clients, resellers, marketing, promotion or sales agents, Programs engineers, concepts designers and others).
   18. 2.15 In the event where the Client is receiving the IPRN as part of the Service, the Client acknowledges that the CDR are accurate and true and that they are the sole and only reference and basis for the calculation of the Commissions owed to the Client.
3. 3. Obligations of InterPrems
   1. 3.1 In the event where InterPrems is providing IPRN as part of the Service, InterPrems shall:
      1. a. forward the Traffic to the IP or geographic numbers provided by the Client; and
      2. b. pay the Commissions to the Client as described below.
   2. 3.2 The payments made by InterPrems shall not be considered as a waiver by InterPrems of any rights under this Agreement against the Client. InterPrems actions or lack hereof under this Agreement shall in no case be considered as a review, an approval, a waiver or an acknowledgement of any actions of the Client, the Reseller or the Callers of any kind.
   3. 3.3 InterPrems shall provide statistical data about call volume and minutes, generated by the Callers, and shall provide the Client with a username and a password to logon to these statistics.
   4. 3.4 Statistics are electronically generated by the automated system of InterPrems and are regularly checked by InterPrems revenue assurance department against the CDR. In case of any dispute between the Client and InterPrems with regard to the Commissions, the CDR shall be used as the reference to identify the volume of Traffic generated on the IPRN and the exact amount of the Commissions.
   5. 3.5 InterPrems shall have the right to refrain from paying to the Client the Commissions resulting from any Traffic that might be reasonably suspected of being fraudulent or infringing to any rights, or illegal or in breach of any applicable laws, rules, regulations, circulars, agreements (including this Agreement), Codes of Conduct, or resulting from hacking (PABX) etc...
   6. 3.6 If InterPrems, in its sole discretion and judgement, has reasonable doubts that the Client is in violation of any provision of this Agreement other than suspected traffic, it has the absolute right to suspend all payments to the Client, until the Client proves, satisfactorily to InterPrems, that it is not in breach of any provision of this Agreement. Any payments released to the Client thereafter shall in no way be considered as an acknowledgement by InterPrems of the lawfulness, truthfulness or the accuracy of any information or documentation provided by the Client or a waiver of InterPrems' rights under this Agreement or under any applicable law.
4. 4. Commissions and Payment
   1. 4.1 All Commissions described on the Website are exclusive of value added tax (the "VAT"), with the exception of the information about rates per minute charged to the Callers (if specified), which are inclusive of the VAT unless specified otherwise.
   2. 4.2 Unless specified otherwise on the Website or amended from time to time by InterPrems, all Commissions are inclusive of any setup costs, monthly fees and other costs (if applicable).
   3. 4.3 Chargebacks and routing costs are not included in the Commissions and shall be charged separately and deducted from the Commissions due to the Client.
   4. 4.4 When InterPrems provides IPRN as part of the Services, InterPrems shall pay the Client the Commissions based on actual revenue generated from the Traffic. InterPrems shall not pay the Client for any Traffic which is not paid or disputed by any Carrier for any reason. Where revenue is held back by such Carrier as a result of any dispute, or as a result of any investigation or for any other reason out of InterPrems' control, the Commissions related to this portion of the revenue or to any disputed Traffic will be deducted from the Client's payment until the dispute is resolved and the revenues are transferred to InterPrems.
5. 5. Service Alteration or Suspension / Pricing Change
   1. 5.1 InterPrems reserves the right to make alterations to the Services provided, or to discontinue, change, or suspend any aspect of the Services features without any liability at any time upon a 48 hours notice served to the Client.
   2. 5.2 InterPrems reserves the right to amend the pricing and Commissions upon a 7 days prior notice served to the Client.
6. 6. Limitation of Liability
   1. 6.1 The Services, its operation, use and results hereof shall be performed in a workmanlike manner. To the fullest extent permissible pursuant to applicable law, InterPrems disclaims all warranties express or implied, including, but not limited to, implied warranties of merchantability and fitness for any particular purpose, in relation to the Services, its use and the results of such use. Without limiting the foregoing, InterPrems specifically disclaims any warranty regarding:
      1. a. the continuity or non interruption of the Services;
      2. b. any errors or defects that might affect the Services;
      3. c. any actions necessary or methods used to correct or avoid such defects or errors; or
      4. d. the efficiency, correctness, accuracy or reliability of any actions taken or methods used to correct or avoid such defects or errors.

      In no event shall InterPrems be liable to the Client or to any third party for any incidental, direct, indirect, special, punitive, exemplary, or consequential damages, or for any damages for loss of data, loss of revenue or profits, relating to or arising out of the Services, the use of or inability to use the Services, the absence, delay, failure or outage of the Services, the inability to dial the IPRN or to deliver the Programs when applicable. nor shall InterPrems be liable for any delay or failure to provide the Services, at any time or from time to time, or for any interruption or degradation of the Services quality caused by any reason that is not under InterPrems's control including without limitation the following: an act or omission of any Carrier or an underlying carrier, service provider, vendor or third party, equipment, network or facility failure or upgrade, service, maintenance, modification, shortage, or relocation, force majeure events, network or facility failure caused by the loss of power, connectivity or internet service, and any other cause that is beyond InterPrems control, including without limitation the failure of any incoming or outgoing communication, the inability of communications to be connected or completed, or degradation of voice quality.

      
      

      InterPrems shall not be liable for unauthorized access to, alteration or destruction of the Programs, the Client or Callers data files, programs, procedures, or information through accident, fraudulent means or any other method, regardless of whether such damage occurs as a result of InterPrems negligence or other acts or omissions. In any case, InterPrems' liability for any act or omission shall in no event exceed the Commission owed to the Client with regard to the Services during the affected time period as estimated by InterPrems based on the CDR. The limitations set forth herein apply to all claims founded on breach of contract, breach of warranty, product liability, tort, and any and all other theories of liability, and apply whether or not InterPrems was informed of the likelihood of any particular type of damage. Furthermore, the Client agrees to reimburse InterPrems for all costs and expenses related to the defence of any such claims, including attorneys' fees and costs and out of pocket expenses.

7. 7. Indemnification
   1. Client agrees to defend, indemnify and hold harmless InterPrems from any and all claims and/or liability for damages, fines, penalties, costs, expenses, losses, lost profit, lost revenue, property damage, attorneys' fees and costs, and any and all other damages of whatever kind and nature, directly or indirectly relating to or arising out of the use of the Services against or in contradiction to any provision of this Agreement.
8. 8. Term and termination
   1. 8.1 This Agreement shall take effect from the Execution Date and shall continue to be in force for one calendar year as of that date. This Agreement shall be renewable for consecutive periods of one calendar year each, unless either Party submits a written notice of termination of at least ninety (90) days in advance.
   2. 8.2 Either Party may terminate or suspend this Agreement at any time by giving written notice to the other Party in case a breach of this Agreement has been committed and the breaching Party fails to remedy such breach within 30 days of the receipt of a notice requiring that Party to do so.
   3. 8.3 InterPrems may immediately terminate this Agreement and without indemnification if there is adverse publicity in connection with the Client's activity or Programs.
   4. 8.4 Termination, suspension, or expiry of this Agreement for any reason shall be without prejudice to each Party's respective rights and obligations accruing up to and including the date of such termination, suspension or expiry.
   5. 8.5 The minimum Services period for the Client is for one year although there is no usage based or minimum Traffic obligation during that period.
9. 9. Force majeure
   1. Notwithstanding anything herein to the contrary, neither Party shall be liable for any delay or failure in performance of any part of this Agreement to the extent that such delay is a result of an event of force majeure.
10. 10. Severability
    1. 10.1 If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement remain valid and enforceable, and such invalidity or non-enforceability shall not invalidate or render unenforceable any other portion of this Agreement.
    2. 10.2 Each term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law and any invalid, illegal or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.
11. 11. Assignment
    1. InterPrems may assign all or part of its rights or duties under this Agreement without notifying the Client. Client may not assign the Agreement or the Services without prior written approval of InterPrems.
12. 12. Reseller
    1. The Client shall ensure that Reseller will abide by the provisions of this Agreement by executing an undertaking similar to the terms and conditions of this Agreement.
13. 13. Confidentiality
    1. The Parties shall:
       1. a) only use Confidential Information for the purposes of this Agreement;
       2. b) only disclose Confidential Information to a third party with the prior written consent of the other Party; except that the Parties may disclose Confidential Information to their affiliates or to its employees, agents or contractors, including professional advisors or auditors,
       3. c) ensure that any third party to whom Confidential Information is disclosed executes a confidentiality undertaking substantially similar to the terms of this Clause.

       The provisions of this clause shall not apply to any Confidential Information which: (i) is in or comes into the public domain other than by breach of this Agreement; or (ii) is or has been independently generated by the recipient Party; or (iii) is properly disclosed pursuant to a separate written consent or a statutory obligation, the order of a court of competent jurisdiction or the requirement of a competent regulatory body.

14. 14. No Third Party Rights
    1. No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy, claim, liability, reimbursement, or cause of action or creates any other third party beneficiary rights.
15. 15. Survival
    1. The provisions of this Agreement relating to indemnification, limitations on liability, warranty limitations and disclaimers, resolution of disputes shall survive the termination of the Agreement and the termination of the Services.
16. 16. No Waiver
    1. Failure by either Party to exercise or enforce any right conferred by the Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or any other right on any later occasion
17. 17. Notices
    1. Any notice, invoice or other document which may be given under the Agreement shall be deemed to have been duly given if left at or sent by mail to the usual or last place of business of the recipient Party, or sent to the Client's Secured E-mail Address.
       To InterPrems:
       Address: ___________________
       Director: ___________________
       
18. 18. Intellectual Property Rights
    1. The parties' respective Intellectual Property Rights shall remain the property of whichever creates or owns the same and nothing in this Agreement shall be deemed to confer any assignment or licence of the Intellectual Property Rights of the other Party, save that the Intellectual Property Rights or goodwill in the IPRN shall hereby always be vested in or assigned to InterPrems solely.
19. 19. Dispute resolution – Governing Law
    1. 19.1 All disputes arising out of the interpretation, validity and performance of this Agreement shall be in the first instance and at the earliest opportunity brought to the attention of a Director or similar officer of each Party in order to reach an amicable solution in a period of thirty days starting from the date the dispute is submitted to the aforementioned officers.
    2. 19.2 This Agreement and rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with the laws of the State of New York. The exclusive forum for any actions brought in connection with this Agreement shall be New York and the Client waives its rights to oppose to such jurisdiction.
    3. 19.3 Failure to reach an amicable solution as described above shall enable each Party to submit the dispute to Local New York courts.
    4. 19.4Each party hereto hereby waives its rights to a jury trial of any claim or cause of action based upon or arising out of this agreement, the other transaction documents, the securities or the subject matter hereof or thereof. the scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. This section has been fully discussed by each of the parties hereto and these provisions will not be subject to any exceptions. Each party hereto hereby further warrants and represents that such party has reviewed this waiver with its legal counsel, and that such party knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. In the event of litigation, this agreement may be filed as a written consent to a trial by the court.
20. 20. Entire agreement
    1. Save as expressly stated herein, this Agreement represent the entire understanding between the Parties relating to the subject matter hereof and governing the Services and supersedes and replaces all previous other agreements, any and all prior or contemporaneous statements, understandings, writings, commitments, or representations between the parties whether oral or written with respect to the subject matter hereof.