Leko Global Telecom Terms of Services

Provision of Services

Leko Global Telecom shall provide, directly or indirectly those telecommunications switching services and facilities to Service Partner to route Service Partner’s international telecommunications traffic to and from destinations, internationally. Where applicable, the telecommunication services provided by Leko Global Telecom to Service Partner shall be hereinafter referred to as the “Services”. Where applicable, the Leko Global Telecom Rates are hereinafter referred to as the “Rates”.

Warranty

  • Authorization – Each Party represents and warrants to the other Party that the execution and delivery of this Agreement and the performance of such Party's obligations under this Agreement have been duly authorized, and that the Agreement is a valid and binding agreement, enforceable in accordance with its terms.
  • Legal Compliance – Each Party represents and warrants that it has obtained, or will obtain prior to offering the Services hereunder, all licenses, approvals and/or regulatory authority necessary to provide the Services described herein.
  • No Other Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OR ANY OTHER IMPLIED WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE

Ownership of Intellectual Properties

  • Service Partner acknowledges and agrees that (a) all right, title, and interest in and to the Leko Global Telecom Services and all intellectual property rights related to or used in conjunction with any computer hardware, router or software supplied or provided by Leko Global Telecom and its associates that it represents, and used by Service Partner in connection with the Services (“Intellectual Property Rights) are and shall remain the sole and exclusive property of Leko Global Telecom and its suppliers, and (b) software is provided under license.
  • Service Partner represents and warrants that neither it nor its directors, officers, employees, agents, consultants, or representatives shall copy, reverse engineer, decompile, disassemble or otherwise reduce to human readable form any software provided in connection with the Services. Service Partner further represents and warrants that it will take all necessary measures to ensure that Leko Global Telecom Services and all Intellectual Property Rights incidental thereto are not infringed, hacked into, or tampered with for any reason.
  • Service Partner agrees that it shall never dispute the ownership of Leko Global Telecom’s intellectual property and that it shall takes all steps required to protect it.
  • Service Partner agrees that it shall (a) immediately inform Leko Global Telecom if it becomes aware of any infringement of Leko Global Telecom’s Intellectual Property Rights and (b) provide all information and assistance necessary to assist Leko Global Telecom to abate the infringement or illegal use of Leko Global Telecom’s intellectual property.
  • Upon the conclusion, expiry or termination of this Agreement on any grounds whatsoever, Service Partner agrees and undertakes to forthwith return to Leko Global Telecom all audio proxies, VOIP routers, hardware box(es) and software installed therein, documents, Confidential Information, all related documents or copies thereof, intellectual property, and any other hardware belonging to or supplied by Leko Global Telecom to Service Partner pursuant to this contract and in Service Partner’s possession, power, custody or control.

Limitation of Liability

  • CALL COMPLETION – Neither Party shall be liable or responsible in any way for the failure of calls to be completed, for any reason whatsoever or for no reason, including without limitation, the failure of other Leko Global Telecom Network service partners to terminate such calls, or the failure of such calls to be completed.
  • GENERAL LIMITATION – EXCEPT FOR DAMAGES ARISING UNDER SECTION 7 (CONFIDENTIALITY) OR SECTION 9 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY WITHOUT REGARD TO WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

Each Party ("Indemnitor") will defend, indemnify and hold harmless the other Party and such Party's affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, other Service Partners, agents, predecessors, successors, and permitted assigns (collectively, "Indemnities") from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions arising out of or in connection with this Agreement resulting in property damage; and (b) intentional or negligent violations by Indemnitor of any applicable laws or governmental regulation.

Invoice

  • Service Partner will agree to pay for all traffic on a pre-payment basis. Leko Global Telecom will inform Service Partner in the event pre-payment reaches a level that will not allow for traffic to be routed and Leko Global Telecom will request for further payment to be made by Service Partner. In the event, the level of pre-payment reaches zero, Leko Global Telecom will not be obligated to route the traffic of Service Partner.
  • In the event that Service Partner disputes any charge assessed by Leko Global Telecom, Service Partner shall submit to Leko Global Telecom within seven (7) working days following the receipt of such disputed invoice, written documentation identifying the minutes and/or rates which are in dispute. The undisputed amount(s) shall be paid in accordance to 3.1. Parties agree to cooperate to resolve the dispute and upon mutual agreement Leko Global Telecom may issue a credit against Service Partner.
  • Each Party shall be exclusively responsible for and pay all expenses associated with all billing, collection, and provision of their own customer service activities in connection with calls originated by its customers.
  • Payment to Leko Global Telecom is to be made via company/certified check drawn in US currency, money order, credit card or wire transfer to the company’s bank account.
  • In the event of termination of contract, Leko Global Telecom will return any excess pre-payment made by Service partner, following the deduction for the cost of traffic routed through Leko Global Telecom’s network within 3 business days of termination.
  • Terms of Payment: (a) Payment in full is due prior to the shipment or other delivery by Leko Global Telecom of any Products or Services. Leko Global Telecom may on receipt of Customer’s signed Agreement pre-authorize the charges on to the credit card specified by Customer and will process the charges to such credit card prior to the shipment or other delivery by Leko Global Telecom of any Products or Services. Payment may also be made by wire transfer to Leko Global Telecom in accordance with the wire instructions set out in the Purchase Order. (b) All past due or chargeback payments shall bear interest at a rate of 1.5% per month (18% per annum), or at the highest rate of interest allowed by the applicable laws, whichever is lower, from the due date until date of receipt of payment by Leko Global Telecom. Customer will not have the right to claim compensation or to set-off against any amounts which become payable to Leko Global Telecom herein or otherwise. In the event Customer fails to pay any amounts when due under the terms of this Agreement, Leko Global Telecom may at its option suspend its provision of any Services, suspend Customer’s use of the Leko Global Telecom Software and/or suspend the fulfilment of any pending orders or deliveries for Products or Services without liability. Exercise of such right by Leko Global Telecom will not preclude Leko Global Telecom’s exercise or enforcement of any other right or remedy hereunder.

Usage Charges

  • For each telephone call originated from a Service Partner POP, Service Partner shall pay to Leko Global Telecom the usage charge specified in the Leko Global Telecom Usage Charge Schedule according to the rates and the destination of the telephone call, set forth in User Portal Rate.
  • The Usage Charge shall be billed at 30 seconds for the first 30 seconds and on a 6-second increment for each call thereafter. Usage charges may be periodically changed, and a revised Usage Charge Schedule shall be effective based on the schedule provided to the other Party.

Confidentiality

Either Party may disclose or make available to the other Confidential Information (as defined below) in connection with the activities contemplated hereunder. Each Party agrees that during the Term of this Agreement and thereafter (a) it will use Confidential Information belonging to the other solely for the purposes of this Agreement and (b) it will not disclose Confidential Information belonging to the other to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of the disclosing Party. Each receiving Party will promptly return to the disclosing Party upon request any Confidential Information of the disclosing Party. For purposes of this Agreement, "Confidential Information" means, with respect to either Party, any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of the disclosing Party (including, but not limited to, pricing, marketing plans, customer and supplier lists and service data) excluding any such information which (i) is known to the public (through no act or omission of the receiving Party in violation of this Agreement), (ii) is lawfully acquired by the receiving Party from an independent source having no obligation to maintain the confidentiality of such information or (iii) was known to the receiving Party prior to its disclosure under this Agreement.

Terms of Payment

(a) Payment in full is due prior to the shipment or other delivery by Leko Global Telecom of any Products or Services. Leko Global Telecom may on receipt of Customer’s signed Agreement pre-authorize the charges on to the credit card specified by Customer and will process the charges to such credit card prior to the shipment or other delivery by Leko Global Telecom of any Products or Services. Payment may also be made by wire transfer to Leko Global Telecom in accordance with the wire instructions set out in the Purchase Order. (b) All past due or chargeback payments shall bear interest at a rate of 1.5% per month (18% per annum), or at the highest rate of interest allowed by the applicable laws, whichever is lower, from the due date until date of receipt of payment by Leko Global Telecom. Customer will not have the right to claim compensation or to set-off against any amounts which become payable to Leko Global Telecom herein or otherwise. In the event Customer fails to pay any amounts when due under the terms of this Agreement, Leko Global Telecom may at its option suspend its provision of any Services, suspend Customer’s use of the Leko Global Telecom Software and/or suspend the fulfilment of any pending orders or deliveries for Products or Services without liability. Exercise of such right by Leko Global Telecom will not preclude Leko Global Telecom’s exercise or enforcement of any other right or remedy hereunder.

Terms and Termination

  • Term – This Agreement shall expire one (1) year after the Effective Date, unless earlier terminated as provided herein (the "Term"). The Term may be extended upon the mutual written agreement of the Parties.
  • Termination – Each Party may terminate this Agreement: (a) if the other Party fails to fulfill any of its material obligations under this Agreement; (b) if the other Party is in breach of Confidentiality; (c) if the other Party becomes insolvent or admits in writing its inability to pay debts as they mature, or makes an assignment for the benefit of creditors; or (d) if a petition under any foreign, state or Canada/USA bankruptcy act, receivership statute, or the like is filed by the other Party and is not dismissed within sixty (60) days after such filing. Termination due to default under Section 6.2 shall be effective seven (7) days after written notice to the defaulting Party if the default has not been cured within such seven (7) days period.
  • Effect of Termination – Upon termination of this Agreement for any reason, each Party shall remain liable for those obligations that accrued prior to the date of such termination.
  • Survival – The following provisions shall survive the expiration or termination of this Agreement for any reason: Invoicing; Term and Termination; Section 6 Confidentiality; Indemnification; Limitation of Liability; and General Provisions.