WHEREAS, PEER TELECOM markets software programs (the “EGGEE Software” as further defined below) which transmits voice communication by means of the Internet. Installing this software allows Customers to communicate with any other Customer by means of their computers and the Internet access that they arrange for themselves and allows Customers to make and receive communications from the Public Switched Telephone Network.
WHEREAS, Customer intends to use the EGGEE Software.
WHEREAS, by entering into this Agreement Customer acknowledge and agree that the EGGEE Software and associated services cannot be used for emergency calling. None of Peer Telecom’s services carry or support, or intend to carry or support emergency calls and Customer acknowledges and understands that the EGGEE Software and associated services are not a “traditional telephone service” and are not a replacement for Customer primary telephone service.
NOW, THEREFORE, in consideration of the premises and the mutual obligations herein made and undertaken, the parties hereto agree as follows:
1.0 Purpose. This Agreement relates to EGGEE Software use by Customer, and defines the terms and conditions under which this software and the services are provided by Peer Telecom and accepted and used by Customer. Customer acknowledges and agrees that by clicking on the “ACCEPT” button, or similar buttons or links as may be designated by Peer Telecom, to show Customer approval of any foregoing text Customer is entering into a legally binding contract with Peer Telecom.
2.0 Definitions. For the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective capitalized terms:
2.1 "Enhancements." Upgrades and Updates as defined below that may be integrated with the EGGEE Software or offered for licensing separately by Peer Telecom and that alter the functionality of the EGGEE Software or add new functions thereto.
2.2 "Upgrades." New versions of the EGGEE Software made generally available for licensing, which provide a substantial change in or addition to the EGGEE Software.
2.3 "Updates." Improvements to the EGGEE Software, which are not Maintenance Modifications or Upgrades.
2.4 "Error." A defect in the EGGEE Software or services associated that prevents it from performing in any material respect with its published functionality.
2.5 "Maintenance Modifications." Computer software changes provided by Peer Telecom to be integrated with the EGGEE Software to correct Errors, but that do not alter the basic functionality of the EGGEE Software.
2.6 “EGGEE Software.” The EGGEE Software means the Object Code form of the software products, including all Maintenance Modifications and Enhancements thereto, which is available on the Peer Telecom’s website for Customer.
2.7 “Effective Date." The Effective Date of this Agreement which is accepted by Customer by clicking on the “ACCEPT” button on the Peer Telecom’s website or during the EGGEE Software installation in order to use the EGGEE Software.
2.8 “Term.” The term as provided in Section 12.1.
3.0 Peer Telecom’s Responsibilities. Subject to the terms and conditions of this Agreement, Peer Telecom agrees to:
A. Grant Customer the rights and licenses in the EGGEE Software as set forth in Section 5 hereof;
B. Provide maintenance and support for the EGGEE Software and associated services as set forth in Section 8 hereof;
C. Provide telephone number as set forth in Section 6 hereof;
E. Warrant the EGGEE Software and associated products or services as set forth in Section 10 hereof.
4.0 Customer's Responsibilities. Subject to the terms and conditions of this Agreement, Customer shall: A. Protect Peer Telecom’s proprietary rights in EGGEE Software and associated services as set forth in Section 7 hereof;
B. Make the pre-payments required by Section 9 hereof;
C. Indemnify Peer Telecom as set forth in Section 11 hereof.
5.0 Licenses Granted. Peer Telecom hereby grants to Customer a nonexclusive and nontransferable right and license during the Term to use the EGGEE Software and associated services.
5.1 For each user ID or password selected by Customer for use the EGGEE Software (hereinafter an “Access Code”), Customer (a) will use it in accordance with Peer Telecom’s reasonable instructions, as they may be modified from time to time, and (b) is solely responsible for its security.
5.2 Customer will immediately notify Peer Telecom by e-mail to support@peertelecom.com if any Access Code is lost, stolen or stops operating properly or if Customer has reason to believe an Access Code has been compromised. Peer Telecom may deactivate an Access Code and immediately provide (or require Customer to select) a replacement if Peer Telecom reasonably considers it necessary to do so.
5.3 If any of the following happens, Peer Telecom may suspend access to the EGGEE Software through an Access Code until a replacement is furnished by Peer Telecom or selected by Customer (as applicable) or the cause of the suspension is resolved to Peer Telecom’s reasonable satisfaction: (a) Peer Telecom’s receipt of a notice from Customer as described above; (b) Peer Telecom has a good faith reason to suspect that an Access Code has been compromised; (c) Peer Telecom has a good faith reason to believe that Customer has not complied, is not complying, or will not comply, with its obligations under the Agreement, or (d) Peer Telecom otherwise has a good faith reason for suspending access through an Access Code.
6.0 Allocation of telephone numbers. Upon request from Customer, Peer Telecom shall use its best endeavours to sub-allocate all or part of the requested telephone numbers to Customer as soon as reasonably possible after receipt of such request.
6.1 Parties agree that said sub-allocation of the telephone numbers does not constitute any transfer of any property or other rights with regard to the telephone numbers and Customer consequently acknowledges and accepts to follow Peer Telecom’s instructions in connection with the use of the telephone numbers including but not limited to instruction resulting directly from competent authorities. For the avoidance of doubt, it is hereby clearly agreed that “competent authority” shall be understood as any governmental and/or private entity having legal, regulatory and/or customary competence and authority to draft, edict and enforce laws, rules and/or regulations relating to the activities of Peer Telecom’s activities
6.2 In addition, Customer acknowledges and accepts that telephone resources are limited and that Peer Telecom shall not be held liable for its inability to provide all or part of the requested telephone numbers. Customer will comply with any reasonable instructions given by Peer Telecom with regard to the use of the telephone numbers.
6.3 Peer Telecom is entitled, without any liability to Customer, to refuse, change or terminate any telephone number at any time. In the event that Peer Telecom changes the telephone number that has been allocated to Customer, Customer shall be notified by e-mail, stating the effective date of the change and his new telephone number. If Customer does not wish to accept such new telephone number, he is entitled to terminate his telephone number, in writing or by e-mail to support@peertelecom.com, with effect from the date on which the new telephone number is allocated. Peer Telecom shall not be liable for any damages resulting from the change of telephone number.
7.0 Limitations on use of EGGEE Software.
7.1 Customer may not modify, translate, reverse engineer, decompile or disassemble the EGGEE Software, except to the extent that this restriction is expressly prohibited by applicable law. Customer may not create any derivative software based on the EGGEE Software or use the EGGEE Software to develop any other application under the terms of this Agreement. Customer may not rent, resell, sublicense, transfer or deliver the EGGEE Software to any third party, or use the EGGEE Software for the benefit of any third party.
7.2 Title, right, and interest in and to the EGGEE Software and Peer Telecom’s website, including all copyrights, patents, trade secrets, and other intellectual property rights therein, shall at all times remain and rest solely with Peer Telecom. Customer shall not claim or assert title to any such materials or attempt to transfer any title to Customer or any third parties. If any unauthorized copies are made, or if the EGGEE Software is used in violation of this Agreement, then, in addition to any other rights and remedies that Peer Telecom may be entitled, Peer Telecom shall have the right to seek an injunction against the unauthorized copying or use.
7.3 Peer Telecom may suspend or block access to the EGGEE Software or all associated services (each such circumstance, a “Service Suspension”) without notice for any of the following reasons: (a) to comply with any law, regulation, court order, competent authority, or other governmental request or order requiring immediate action; (b) to prevent interference with, damage to, or degradation of Peer Telecom’s network, equipment, software, system ; the EGGEE Software is used in a manner that will or does expose Peer Telecom to legal liability, or the EGGEE Software is used in a manner that violates any applicable law or regulation, whether this use is by Customer or any other entity or person using the EGGEE Software and associated services and whether or not this use is authorised or consented to by Customer (each such circumstance, “Service Misuse”).
8.0 Technical Support.
8.1 Peer Telecom shall provide Customer with Maintenance Modifications, Enhancements and Upgrades relating to the EGGEE Software.
8.2 Peer Telecom reserves the right to adjust the EGGEE Software and associated services at any time, for example to conform to legal and regulatory obligations. If Customer do not wish to accept the adjusted EGGEE Software, he is entitled to terminate the Agreement, in writing, with effect from the date on which the adjusted EGGEE Software and associated services will be provided.
8.3 Peer Telecom may (to the extent permitted by applicable privacy and other laws and regulations) only monitor use of the EGGEE Software and associated services (and disclose and otherwise use the information so obtained) to (a) comply with applicable law, regulation or other governmental request or order, (b) ensure that there is no Service Misuse if Peer Telecom has good faith reason to believe that there may be Service Misuse, (c) protect the integrity of the Peer Telecom’s network, equipment, software and system. Additionally, Customer also understands that calls to or from the public switched telephony network are not encrypted and as such, could be potentially subject to interception by law enforcement officials or other such monitoring by other legally authorized third parties. Peer Telecom shall not be liable for any disruption, delays, monitoring, eavesdropping or other omissions in the services associated with EGGEE Software.
9.0 Payment.
9.1 To pay the EGGEE Software utilisation and the associated services (Peer Telecom’s telephone number, collect, convey and routing of calls…), Customer must deposit a credit balance on his account by credit card, or other means which may be made available by Peer Telecom. New accounts paid by credit card are activated immediately upon receipt and validation of credit information. For such activation, Customer must give Peer Telecom a valid credit card number (Visa, MasterCard, American Express or any other issuer then accepted by Peer Telecom). Peer Telecom reserves the right to stop accepting credit cards from one or more issuers. Moreover, if during the course of the Agreement, Customer credit balance is insufficient, Customer must purchase new credits. Customer can only make use of the EGGEE Software and associated services when Customer account has a positive and sufficient credit balance.
9.2 In order to purchase credits for the EGGEE Software and associated services utilisation, Customer shall pay Peer Telecom the tariffs as stated on the Peer Telecom’s website and in connection with Customer purchase of respective services. Unless stated otherwise, all tariffs and charges shall be stated in Euros and do not include taxes, duties, tariffs, or other such assessments of any nature. Customer shall pay such taxes, duties, tariffs, or other such assessments.
9.3 Peer Telecom reserves the right to change the tariffs at any time by giving a thirty (30) days notice of such change on the Peer Telecom’s website. If Customer do not wish to accept such adjustment of tariffs, he is entitled to terminate the Agreement. Customer may terminate the Agreement by written notice, with effect from the date on which the adjustment of tariffs would become effective. Customer agree that by continuing to use the EGGEE Software and associated services following the adjustments of the tariffs, Customer accept such adjustments.
9.4 In the event Customer believes that Peer Telecom has charged Customer in error, he must contact Peer Telecom’s customer services within 90 days after such charge by e-mail to billing@peertelecom.com . Peer Telecom reserves the right to not give any refunds or adjustments will not be given for any charges which are more than 90 days old.
9.5 Customer can request a refund for unused credit balance at any time, by submitting a written request to Peer Telecom by e-mail to billing@peertelecom.com . Refund requests carried out through other means shall not be eligible for the refund. Upon a duly submitted refund request, Peer Telecom will refund Customer the credit balance of Customer’s credit balance. All refunds shall be paid either through the original payment method used, or any other reasonable payment method to be determined by Peer Telecom, and addressed to such person that deposited the credit initially. A credit balance expires 180 (one hundred and eighty) days after the last chargeable use. Credit balances that are not used within the said 180 (one hundred eighty) days period will be lost. Any abuse by Customer of the terms relating to refunds hereunder shall lead to the termination of this Agreement.
10.0 Limited Warranty and Limitations of Liability.
10.1 Peer Telecom warrants that it will provide the EGGEE Software in accordance with the terms of the Agreement. However, all other warranties and conditions (whether implied by statute, common law or otherwise, including, but not limited to fitness for purpose) are excluded. Since EGGEE Software and services associated will be transmitted through public Internet lines and the public switched telephone network, Customer understands that there may be power outages or Internet service disruption and Customer may experience some disruptions in the services associated with EGGEE Software, e.g. packet loss and delay.
10.2 Peer Telecom is not liable for, and it is excused from, any failure or delay in performance due to a cause beyond its reasonable control, including, but not limited to, acts of God, inclement or severe weather, industrial disputes, failure or shortage of power supplies, lightning or fire, acts of local or central Government or other competent authorities, war, civil disorder, acts or omissions of other telecommunications operators, or events beyond the reasonable control of its suppliers.
10.3 PEER TELECOM DOES NOT WARRANT THAT THE EGGEE SOFTWARE AND SERVICES WILL SATISFY CUSTOMER'S REQUIREMENTS OR THAT THE EGGEE SOFTWARE AND ASSOCIATED SERVICES ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE EGGEE SOFTWARE AND ASSOCIATED SERVICES WILL BE UNINTERRUPTED.
10.4 PEER TELECOM WILL HAVE NO LIABILITY TO CUSTOMER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT FOR DIRECT OR INDIRECT LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS OR ANTICIPATED SAVINGS, NOR FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, NOR FOR ANY LOSS OF DATA. PEER TELECOM’S AGGREGATE LIABILITY TO CUSTOMER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL BE LIMITED TO € 3.000 (THREE THOUSANDS) EUROS IN RESPECT OF ANY ONE INCIDENT OR SERIES OF INCIDENTS ARISING FROM A COMMON CAUSE TO THE CHARGES THE CUSTOMER HAS PAID IN THE 3 MONTHS IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE LIABILITY AROSE AND IN ANY EVENT, € 9.000 (NINE THOUSANDS) EUROS IN AGGREGATE IN ANY CALENDAR YEAR.
11.0 Indemnification by Customer. Customer hereby indemnifies and holds harmless Peer Telecom and its affiliates, officers, directors and employees from and against any and all costs (including attorneys fees), any liabilities, actions, losses, judgements, payments made in settlement, suits, proceedings, demands or claims from third parties, including Peer Telecom’s other customers resulting from any (a) Service Misuse, (b) use of non- Peer Telecom furnished services, facilities, equipment and/or software with the EGGEE Software and associated products or services, (c) breach of any Customer representation or warranty in the Agreement or (d) any negligence, gross negligence or intentionally wrongful acts or omissions by Customer.
11.1 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to Customer. In that event the liability will be limited as far as legally possible under the applicable legislation.
12.0 Term and Termination.
12.1 This Agreement shall become effective on the Effective Date and shall remain in full force and effect for an indeterminate period of time.
12.2 Each party shall have the right to terminate this Agreement, with or without cause, effective upon 30 days written notice to the other Party. If Customer commits a breach of its obligations hereunder or in case of Service Suspension, Peer Telecom may, at its option, terminate this Agreement, immediately, unilaterally, automatically and without the need to have recourse to any court or tribunal, declare the termination of the Agreement.
12.3 Termination of this Agreement shall not relieve either party of the obligations incurred hereunder pursuant to Sections 7.1, 7.2, 11.4, 10.5, 11, and 15 hereof, which Sections shall survive such termination for three (3) years.
12.4 On termination of this Agreement, all licenses and rights to use the EGGEE Software and associated services, the Peer Telecom’s telephone numbers, and Access Code shall terminate from the effective date of termination (regardless of whether such termination was with or without cause) and Customer shall cease any and all use of the EGGEE Software and associated services, the Peer Telecom’s telephone numbers, and Access Code.
13.0 Compliance With Law. Customer shall comply with all applicable laws and regulations of governmental bodies or agencies in its performance under this Agreement.
14.0 Assignment. Peer Telecom is allowed to, at its sole discretion, assign this Agreement or any rights hereunder to any affiliate, without giving prior notice.
15.0 Governing Law. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed by and determined in accordance with the laws of the United Kingdom. Each party hereby consents to the personal jurisdiction of the Courts located in London and agrees that such courts shall be the sole forum for the adjudication of any dispute arising from or relating to this Agreement.
16.0 Severability. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby.
17.0 Scope of Agreement. Each of the parties hereto acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The parties further agree that this Agreement is the complete and exclusive state of agreement and supersedes all proposals (oral or written), understandings, representations, conditions, warranties, covenants, and all other communications between the parties relating thereto.
18.0 New versions of the Agreement. Peer Telecom reserves the right to modify the Agreement at any time by providing such revised Agreement to Customer or by publishing the revised Agreement on the Peer Telecom’s website, which shall become effective within thirty (30) days thereof, unless Customer expressly accept the revised Agreement by clicking on the “ACCEPT” button. Customer continued use of the EGGEE Software after expiry of said period of time shall constitute Customer acceptance to be bound by the terms and conditions of the revised Agreement. If Customer do not wish to accept these revised Agreement, he is entitled to terminate Agreement, in writing, with effect from the date on which the revised Agreement would become effective.
contact | press | legal | privacy | prices | help | support | about