Valid as of 10 January 2018
Phoonio s.r.o. General Terms and Conditions governing the provision of electronic services and Voice over Internet Protocol (VoIP) services.
- Phoonio s. r. o., with registered seat at: Západný rad 31, 811 04 Bratislava, ID No.: 46817832, registered in the Commercial Register at District Court Bratislava I, Section: Sro, Insert No.: 83827/B (“Phoonio”) is entitled, pursuant to Section 14 of Act No. 351/2011 Coll. on Electronic Communications, as amended (hereinafter referred to as “the Act”), to provide Voice over Internet Protocol services (“electronic telecommunications services”) on the basis of an authorization issued by the Regulatory Authority for Electronic Communications and Postal Services of the Slovak Republic ("the Office").
- In accordance with Section 44 of the Act, Phoonio issues these General Terms and Conditions governing the terms of provision of electronic telecommunications services (as defined in Article II) and mutual rights and obligations of Phoonio and of natural and legal persons entering into a Connection Contract (as defined in Article II) with Phoonio.
Definitions of terms
For the purposes of these General Terms and Conditions, the terms used below are defined as follows:
- "Price List" means an up-to-date tariff containing prices for Services, as well as other services provided, the list of services provided free of charge, details on lump sums, regularly paid prices and variable prices and the means of payment. The Price List is available on Phoonio’s web site (www.cloudtalk.io) through which the user, the Subscriber and the Client can request information on up-to-date prices and discounts, if any.
- "Day of the Establishment of the Service" means the day when the Electronic Telecommunications Service was established for the Subscriber under the Contract; in the event that the contracting parties have signed a takeover protocol, the day of the establishment of the Service shall be the day of signature of the takeover protocol by the Subscriber and the Provider, unless explicitly stated otherwise in the protocol. The Subscriber shall pay the price for the Service since the Day of the Establishment of Connection pursuant to Article V of the General Terms and Conditions and the Price List.
- "Internet" means the international public telecommunications network for the transfer of data, voice and multimedia content.
- "Provider’s Contact Email" means the Provider’s email address [email protected] or [email protected] or any email specified on the provider’s web site www.cloudtalk.io.
- "The Provider’s Contact Phone Number" means the Provider’s phone number "+44 20 3868 0167” or any other phone number specified on the provider’s website "www.cloudtalk.io".
- "Business Representative" means a natural or legal person authorized to participate in the performance of activities related to the provision of the Service (especially authorized to look for Interested Persons) under a contract concluded with Phoonio.
- "Personal Data" means personal data as defined in Section 3 of Act No. 428/2002 Coll. on Personal Data Protection, as amended.
- "Terms" means these Phoonio General Terms and Conditions for the provision of Voice over Internet Protocol (VoIP) services by means of fixed electronic communications networks under Subscriber Contracts concluded after 1 January 2018, which form an integral part of the Connection Contract.
- "Undertaking" means a person authorized, in accordance with the Act, to provide electronic communications services and/or network on the basis of an authorization issued by the Regulatory Office for Electronic Communications and Postal Services of the Slovak Republic.
- "Fault" means a condition disabling the use of the Service in the agreed extent and quality, for the removal of which a technical or operational interference is required.
- "Provider" means Phoonio s.r.o. with registered seat at: Západný rad 31, 811 04 Bratislava, ID No.: 46817832, registered in the Commercial Register at District Court Bratislava I, Section: Sro, Insert No.: 83827/B.
- "Internet Access" means the connection of the Subscriber’s Equipment or network to the Internet, enabling the use of individual applications. Existing Internet access of sufficient quality, which is based on the number of required voice channels, but no less than 128 kbit/s bandwidth, is an essential condition for the Establishment of the Service.
- "Service" means Voice over the Internet Protocol service through fixed electronic communication networks designed especially to transmit voice communications partially or wholly through the Internet for making and receiving calls by means of numbers from the national or international numbering plans. The Service is a public service as defined by the Act. Provision of the Service includes the sales of Equipment, as well as other related activities (provision of technical support and advice), if agreed by both contracting parties. Phoonio can provide the Subscriber with additional services in addition to the Service, if agreed by both contracting parties. Prices for such services and invoicing conditions are defined in the Price List.
- "Phone Number Allocation Service" means a public service consisting from the allocation of one or several numbers from the national or international numbering plans to the Subscriber; the provider of the Phone Number Allocation Service to the Subscriber is the Provider.
- "Phoonio Network" is a public electronic communications network in Phoonio’s possession, use or administration, through which the Provider provides voice services to the Subscriber.
- "Tariff" means Phoonio’s up-to-date Price List of call rates available on the Provider’s web site; Tariff is part of the Price List and thereby part of the Contract.
- "Subscriber" means a natural or legal person who entered into a Connection Contract with Phoonio under which the person uses the Service, without reselling the Service or providing other electronic communications services by means of the Service. Subscriber is also the real user of the Service where it differs from the Subscriber.
- "Office" means Regulatory Authority for Electronic Communications and Postal Services
- "Public telephone service" means public electronic communications service for direct or indirect making and receiving national and international calls by means of one or more numbers from the national or international numbering plans.
- "Equipment" means a telecommunications equipment (including software) necessary for the Establishment of Connection and provision of the Service. Phoonio provides the Equipment to the Subscriber upon request and under conditions laid down in the Connection Contract.
- "Act" means Act No. 351/2011 Coll. on Electronic Communications, as amended.
- "Interested Person" means natural or legal person that is interested in entering into a Connection Contract with Phoonio and that addresses corresponding expression of will to Phoonio, which shall be deemed as offer for the conclusion of Connection Contract under these General Terms and Conditions.
- "Connection Contract" means a contract on the provision of public services validly concluded between Phoonio and the Subscriber in accordance with Section 44 of the Act, the subject of which is especially Phoonio’s commitment to make available and provide the Service and the Subscriber’s commitment to pay the price for the Establishment of Connection and the provision of the Services. Up-to-date Terms and Price List, including Tariff, are an integral part of the Contract. Connection Contract shall also mean any other individual agreement on the provision of the Service, as well as an order form with all particulars of the Connection Contract, subject to Phoonio’s acceptance.
- "Establishment of Connection" means all steps required to activate the Service (in particular the connection of Equipment to the Internet) for the purpose of real use of the Service by the Subscriber. Phoonio shall deliver the Equipment pre-configured for use of the Service (unless agreed otherwise) and ready for connection. Phoonio shall not be responsible for the actual connection of the Equipment to the Subscriber’s network or for the compatibility of the Equipment with the Subscriber’s network configuration.
- "Accounting Period" means the period starting from the first day until the last day of the relevant calendar month in which the Subscriber uses the Service, unless otherwise specified below. In the event that the Day of the Establishment of Connection differs from the first day of calendar month, the first Accounting Period shall begin on the Day of the Establishment of Connection and last until the last day of the calendar month in which the connection was established. In such a case, the amount of the minimum monthly turnover applicable to the Subscriber’s plan over the first Accounting Period shall be calculated pro rata.
Specification of the Service and technical conditions for its provision
- A fundamental prerequisite for the provision of the Service is existing Internet access of sufficient quality, which depends on the number of requested voice channels, but of minimum bandwidth of 128 kbit/s, and the infrastructure of a local internet service provider must enable voice transmission.
- Specification of the Service, place and means of access, scope, technical parameters of the Service, as well as other agreements, are specified in the Connection Contract.
- The Subscriber acknowledges that Phoonio cannot guarantee the quality of the Service if there is Subscriber’s technical equipment or network between Phoonio's network and the end point of the Service that is not among the equipment recommended or administered by Phoonio or that does not allow quality control of the service. This may result in decreased quality of the Service or disruptions. The Subscriber acknowledges and agrees that Phoonio shall not be responsible for installing VoIP equipment purchased from other sellers and that Phoonio does not provide maintenance service for such equipment and cannot guarantee its compatibility with the Service. Should the Subscriber need technical support to set up such VoIP equipment and clearance of faults, he shall contact the seller of the VoIP equipment.
- Phoonio shall establish connection on the basis of the Connection Contract concluded with the Subscriber. The subject of the Connection Contract is primarily Phoonio’s commitment to set up and make available to the Subscriber the Service further specified in the Connection Contract and the Subscriber's commitment to pay for the provision of the Service the price under the Contract and under a valid Price List. These Terms, Price List and Tariff are an integral part of the Connection Contract.
- As a prerequisite for Phoonio’s entry into the Connection Contract, the Interested Party shall provide Phoonio with the following documents (personally, by post or email):
- Connection Contract filled in and signed on the appropriate form. Such submission of the Connection Contract is considered an offer for the conclusion of the Connection Contract by the Interested Party;
- All documents required by Phoonio certifying the identity of the Interested Person or verification of compliance with the conditions for the conclusion of the Connection Contract. These documents include in particular: identity card, passport and residence permit document for foreigners, if required by relevant legal rules. Legal persons or natural persons- entrepreneurs shall submit an extract from the Commercial Register, Trade Register or any other relevant register where the person is registered. Phoonio is entitled to make a copy, archive, and process submitted documents for the purpose of verifying the data provided by the Subscriber and keeping records of the data under the conditions of the Act.
- Phoonio may refuse to enter into a Connection Contract with the Interested Person in the event that:
- provision of the Service at the place, to the extent, in the quality or under conditions required by the Subscriber is impossible or would be possible only at unreasonably high cost;
- the Interested Person does not provide the guarantee that he will observe the provisions of the Connection Contract because he is a debtor of Phoonio or of another Undertaking or some of those undertakings has already withdrawn from or disclaimed a Contract with him;
- the Interested Person does not agree with terms of provision of the Service stated in the Connection Contract, Price List, and/or these General Terms and Conditions;
- the Interested Person does not have sufficient Internet access as specified in Article III of the Terms;
- the Interested Person does not submit documents under Article IV (2) of the Terms, or if they submit invalid documents or documents that do not apply to them;
- conclusion of the Connection Contract would be contrary to generally binding legislation or good manners.
- Invalidity of any of the provisions of the Connection Contract shall not invalidate any other provision of the Connection Contract. Contracting parties undertake to replace the invalid provision by a similar provision without undue delay.
- In the event of discrepancies, agreements made by the contracting parties under the Connection Contract shall prevail over the provisions of the General Terms and Conditions.
Price and payment terms
- The price for the Service and any other administrative or other fees for additional services are charged to the Subscriber in accordance with the valid Price List of Services and Call Rates. Price List and Tariffs are published on Phoonio’s web site https://www.cloudtalk.io/pricing under "Price List of Services" and https://www.cloudtalk.io/call-rates under "Call Rates". If personalized rates for preferred destinations have been set, such Price List shall form an integral part of this Contract attached as Annex entitled "Personalized rates for voice services with preferred destinations".
- Phoonio shall bill the Price for the Service by means of an invoice with all particulars of a tax document and Phoonio may issue such document on the start date of the accounting period. The Subscriber shall pay all charges for the Service in such manner that the amount is credited to Phoonio’s bank account no later than on the due date, otherwise the Subscriber shall be late in paying the due price. Any means of payment other than a bank transfer must be agreed in advance between Phoonio and the Subscriber in the Connection Contract. In the event that the Price for the Service that the Subscriber is required to pay over a certain Accounting Period is lower than EUR 5.00, Phoonio is entitled to not to issue an invoice for the Accounting Period and to issue a joint invoice for several Accounting Periods at the same time, so that the invoiced amount is at least EUR 5.00. An invoice shall not be issues in the event that the Price for the Service that the Subscriber is required to pay over a certain Accounting Period is EUR 0.00.
- Unless otherwise stated in the invoice, each invoice delivered to the Subscriber shall be payable within 14 days of its issue by Phoonio. Phoonio may deliver invoices by post and/or by email (without advanced electronic signature), unless the contracting parties have agreed otherwise.
- In the event that an invoice is not delivered to the Subscriber within 15 business days after the end of an Accounting Period, the Subscriber shall notify it to the Provider, on the basis of which the Subscriber shall be given a write-off invoice free of charge. In the event that the Subscriber fails to notify the Provider, the invoice shall be deemed to be delivered on the 11th day after the end of the Accounting Period.
- The Subscriber's obligation to pay the invoiced price shall be deemed fulfilled on the day of crediting of the respective amount identifiable by corresponding variable symbol to the Provider’s account. Variable symbol is always included in the invoice and upon the Subscriber’s request, it can also be provided by other means, for example by phone. The Subscriber is obliged to pay the full amount in such manner that it is credited to the Provider's bank account within the maturity of the invoice. Payment without a variable symbol or with an incorrect variable symbol is deemed to be an unidentified payment and will not be considered proper and timely fulfillment of obligation. As soon as the Provider detects such payment, he shall take necessary steps to return it, unless otherwise agreed with the Subscriber.
- Any and all fees associated with the payment of invoices, including the recovery of sums overpaid, shall be fully borne by the Subscriber.
- Phoonio is entitled to change the Price for the Service, call rates, as well as any other fees. Phoonio is required to notify the Subscriber of such change, while Article XVI of the Terms shall be applied accordingly.
- In the event of any failure by the Subscriber to pay the invoice when due, Phoonio is entitled to add interest of 0.05% to the unpaid amount for each day of delay until full payment of the sum owed.
- In the event that the Subscriber fails to pay the amount specified in the invoice within its maturity, the Provider is entitled to notify the Subscriber in writing or by any other means (e.g. via text message and/or email) of the Subscriber’s obligation and determine a new due date.
- If the Subscriber fails to pay the invoice within 14 calendar days of its due date, Phoonio is entitled to transfer the claim to the collecting agency with a debt recovery contract concluded with Phoonio. Phoonio is also authorized to apply this paragraph in the event of several unpaid invoices issued to the Subscriber, even if the second non-paid invoice was past its due date for less than 14 calendar days. In addition to the recovery of capital and accessories (statutory interest and other penalties arising from the Contract), the collecting agency is entitled to insist on the payment of the agreed agency commission of 15% of the due amount.
- Phoonio is entitled to notify the Subscriber in writing, via text message, email, automated telephone call system, phone call or voice message of the Subscriber’s obligation to pay the amount due in the event that the Subscriber has not paid the Price for the Service or other payments invoiced within the due date and to determine a new due date for the payment (hereinafter referred to as "late payment"). In the event that the Subscriber fails to pay the amount due within the new deadline specified in the first notification, the Provider is entitled to remind the Subscriber of his obligation repeatedly. Any repeated notification of payment shall be subject to a contractual fine of EUR 10; the contractual fine and all costs associated with the reminder of the late payment shall be borne by the Subscriber.
- Phoonio provides the Subscriber with invoices with basic level of items billed free of charge to the extent specified in General Authorization No. 1/2011 issued by the Office.
- In the event that the Subscriber selected a Phoonio plan which includes minimum monthly turnover, he is obliged to use the Services to such extent that the Price for the Service reaches or exceeds the specified minimum monthly turnover in each Accounting Period. In the event that the Subscriber uses the Service to a lower extent, he is nevertheless required to pay the Price for the Service for a given Accounting Period in the amount corresponding to minimum monthly turnover. This also applies at times when the provision of the Service is interrupted due to the breach of the Subscriber's obligations or any other reason solely attributable to the Subscriber (e.g. failure to pay the Price for Services). In the event of termination of the Connection Contract during the Accounting Period (i.e. not on the last day), the minimum monthly turnover shall apply pro rata.
Rights and obligations of Phoonio
- Phoonio shall have the right to:
- a) receive the payment for the Service provided, administrative and other fees as stated in Article V of these Terms and/or in the Price List;
- b) change prices for the Services under conditions specified in the Terms;
- c) refuse to conclude the Connection Contract under conditions specified in the Terms;
- d) temporarily interrupt or restrict the provision of the Service due to reasons specified in the Terms;
- e) compensation for damage pursuant to Article XIII of the Terms;
- f) require from the Interested Person or his authorised representative when concluding the Connection Contract to submit documents pursuant to Article IV of the Terms, make a copy thereof, read the data thereof through the electronic means for the purpose of verifying the Subscriber’s data provided by the Interested Person;
- g) if, despite a written notice of Phoonio, the Subscriber is continuously longer than 14 days behind the schedule with fulfilling his monetary obligation to Phoonio, Phoonio may pass its pecuniary claim corresponding to that monitory obligation via a written contract to other third person even without the Subscriber´s consent;
- h) condition the provision of Services by payment of a collateral in cases when Phoonio is entitled to temporarily interrupt or restrict provision of the Services or in the event that the Subscriber does not guarantee to pay obligations under the Connection Contract in a due and timely manner or in other cases as agreed with the Subscriber;
- i) seek satisfaction of his claims towards the Subscriber by using the collateral under letter h) in the event that the Subscriber fails to pay the Price for the Service (or for other services provided) within 30 days after the due date of the invoice and subsequently require the Subscriber to replenish the collateral;
- j) require the payment of an advanced payment for the price of the Services even before the end of the Accounting Period in the amount specified by Phoonio, especially in the event that the Subscriber (i) is a debtor of Phoonio, (ii) registered a excessive or abnormal increase in the volume of calls or electronic communications traffic, (iii) enables the use of the Services for third parties and (iv) will not be able to duly pay his obligations in future at Phoonio’s discretion;
- k) invoice the price or other payments which could not be included in the relevant invoice at a later date;
- l) contact the Subscriber for the purposes of direct marketing of his Services or products or Services or products provided by him by post, by means of electronic communications, including, but not limited to, phone calls, sending text or MMS messages to the Subscriber’s contact information obtained by Phoonio in relation to the provision of Services to the Subscriber, in accordance with the Act and other legal acts and use the Subscriber’s business name/name and surname together with a short description of provided services as a testimonial on Phoonio’s web site and marketing materials; the Subscriber is entitled to refuse such use of his data by written expression of will demonstrably sent to Phoonio;
- m) check the compliance with the Connection Contract by means of Phoonio network and equipment, including other types of monitoring by means of Phoonio employes and representatives at sites where Phoonio equipment or connection is located or in other places where equipment connected to Phoonio network or used for the use of Services is located;
- n) record phone calls made to Phoonio’s telephone lines (e.g. customer care line, tech support, etc.) and to make and archive records from such phone calls. In the event that the client does not agree with having their phone call recorded, he can contact Phoonio to Phoonio’s email specified on Phoonio’s web site (www.cloudtalk.io) or personally;
- o) update the Subscriber’s identification data whose change has been notified by the Subscriber or otherwise demonstrable (e.g. extract from the Commercial Register).
- Phoonio is obliged to fulfil obligations and provide Services under Section 42(3) of the Act, and to:
- a) conclude a Connection Contract with every person interested in the provision of the Service if there is no reason for the refusal thereof under Article IV of the Terms;
b) provide the Subscriber with clear and understandable billing statement of the price for services;
- c) provide the Service to the extent and in the quality defined under Article III of the Terms;
- d) maintain telecommunications secrecy under Article 55 of the Act and Article XII of the Terms;
- Phoonio shall provide services of caller ID display, private numbers and selective call blocking upon the Subscriber’s request (in writing or by means of selecting the corresponding service in the Subscriber’s web admin).
Rights and obligations of the Subscriber
- The Subscriber shall have the right to:
- a) conclude a Connection Contract with Phoonio, if there is no reason for the refusal thereof under Article IV of the Terms;
- b) have Services provided to the extent and in the quality under these General Terms and Conditions;
- c) have cleared the faults and damage, free-of-charge, during the provision of the Service, which were demonstrably inflicted by Phoonio;
d) compensation for damage under Article XIV of these Terms;
- e) reimbursement of the proportionate price for the Service for the period during which the Service has not been provided on Phoonio’s part under the Terms. He shall apply this right to Phoonio within two months after renewal of the provision of Service;
- f) have cleared the faults, free-of-charge, during the provision of the public service, which were not inflicted by him;
- g) have an entry in the publicly available telephone directory and to have their data available to the providers of telephone directory inquiry service or telephone directories. In the event of entry of relevant data in the telephone directory, the Subscriber’s data may be provided to other undertakings or persons issuing telephone directories or provide telephone directory inquire services;
- The Subscriber shall be obliged to:
- a) use the Service in accordance with the Act, the Connection Contract and these Terms and not to misuse the Service;
b) pay for the Service provided (or others ervices) under the Connection Contract on the basis of the submitted invoice under Article V of these Terms;
- c) duly and timely fulfilment of all obligations under the Connection Contract, the Terms and/or the Act and other legal acts;
- d) use only telecommunications equipment fulfilling the requirements of special regulations;
- e) make available his premises to Phoonio or Business Representative for the purposes of Establishment of the Connection or performance of maintenance and to provide them with necessary cooperation;
- f) maintain telecommunications secrecy under Article 63 of the Act;
- g) the Subscriber acknowledges that emergency numbers (112, 158, 155, 150, 911, etc.) are not available;
- h) pay the collateral and/or guarantee upon Phoonio’s request within the deadline set by Phoonio, which must not be shorter than 7 days;
- i) inform Phoonio of any changes of his identification and personal data (especially name, surname, address, business name, registered seat, address for invoices).
Interruption or restriction of the provision of the Service
- Phoonio is entitled to interrupt the provision of the Service for a necessary period of time due to:
- serious organizational, technical or operational reasons, for the performance of work required to operate, maintain and repair networks or equipment;
- force majeure, e.g. accidents, natural disasters, crises, war conflicts, electricity blackouts, etc.;
- other circumstances provided for by generally binding legal regulations valid in the Slovak Republic (e.g. crises or extraordinary situations). Phoonio undertakes to inform affected Subscribers, if it is possible to identify and inform them in advance.
- Phoonio may, without prior notice, temporarily interrupt or restrict the provision of the Service if the Subscriber:
- misuses the service, and this so long until such misuse has been eliminated or technical measures to prevent such misuse have been implemented;
- fails to pay the due amount for the provision of the Service (or other services) or part thereof despite written notice and expiration of the additional period of 3 days after the notice, until the price and accessories are fully paid or the Connection Contract expires. Temporary interruption or restriction of services means blocking outgoing calls from the Subscriber's telephone numbers. The fee for the renewal of the services is EUR 49.00;
- substantial breach of other contractual conditions on the Subscriber side; the provision of the Service may be temporarily interrupted only after a preceding due notice. In the event of renewal of the provision of the Service under the Connection Contract when the reason for interruption of service under this paragraph has been eliminated, Phoonio shall be entitled to require from the Subscriber reimbursement of associated costs based on the Price List valid at the time of renewal of the Service.
Duration of the Connection Contract
- Unless otherwise agreed in the Connection Contract, the Contract is concluded for an indefinite period of time.
- The Connection Contract shall terminate:
- a) by expiry of the period for which it was concluded;
- b) by written agreement of the parties;
- c) by withdrawal;
- d) by notice;
- e) on the basis of a special regulation.
- Phoonio is entitled to withdraw from the Connection Contract if the Subscriber:
- a) repeatedly, without authorization, interfered with the facilities of a public network, or enabled such interference to a third party, even due to negligence;
- b) failed to pay the price for the Service provided or to meet any other financial obligations towards Phoonio within 45 days following the due date;
- c) connects to public network as defined in the Act equipment that does not meet the conditions of special regulations, or uses such equipment in contradiction to the approved conditions and has not disconnected it even upon Phoonio’s request;
- d) repeatedly uses the Service in a manner preventing Phoonio to control use thereof (preventing from controlling of use means, in particular, but not only, the provision of false or incomplete identification data related to the use of the Service;
- e) repeatedly violates the terms of the Connection Contract or the General Terms and Conditions or repeatedly abused the Service;
- f) becomes insolvent, in particular if he filed for bankruptcy, if the filing for bankruptcy was dismissed due to insufficient assets or if insolvency proceedings were launched, if a restructuring proposal was submitted or if restructuring proceedings were initiated, if the Subscriber was put into liquidation, or if execution against his assets was imposed.
- The Subscriber shall have the right to withdraw from the Connection Contract if:
- a) he does not accept substantial modification of the contractual conditions, and this not later than within one month from the notification of a substantial change concerned; if Phoonio has not informed about the substantial modification of the contractual conditions, the Subscriber has the right to withdraw from Connection Contract within one month since learning of the modification, but not later than three months from the adoption of the substantial modification of the contractual conditions, the Subscriber shall have no right to withdraw from the Contract under this provision provided that the change of contractual terms is explicitly or implicitly caused by the change of a generally binding legal regulation or decision of a public administration authority or European Union body;
- b) despite repeated admitted complaint, Phoonio does not provide the service under the Connection Contract in determined quality, the Subscriber shall have the right to withdraw from the Connection Contract within one month since the date of the delivery an announcement of recognizing the repeated complaint of the Subscriber provided that such violation of obligations of Phoonio still persists;
- c) Phoonio does not inform the Subscriber about the results of examining the complaint under Article X of these Terms, the Subscriber shall have the right to withdraw from the Connection Contract within one month since the date of elapsing the period for the announcement of the result of settling the claim.
- Withdrawal from the Connection Contract on the basis of the third or the fourth paragraph of this Article shall apply to the other contracting party on the day on which the party receives a written notice of withdrawal from the Connection Contract. The Connection Contract shall terminate on that day. Notice of withdrawal from the Connection Contract is deemed to be delivered even if the other contracting party does not accept the delivery on the day when the failed attempt for delivery was made. If Phoonio specifies the day on which the Connection Contract shall terminate in the written notice of withdrawal, the Connection Contract shall terminate as of that date.
- The Subscriber may withdraw from the Connection Contract concluded for the indefinite period for any reason or without stating a reason.
- Phoonio may terminate the Connection Contract:
- a) if it cannot continue to provide the Service to the agreed extent or necessary quality due to technical infeasibility of further Service provision;
b) due to the modernization of the Service which entails the termination of the provision of the Service under the concluded Connection Contract. In such a case, Phoonio shall be obliged to deliver a notice of termination to the Subscriber including an offer for the provision of other service, from the technical and price viewpoint similar to the Service, and preferential installation thereof.
- The period of notice shall be three calendar months and shall be the same for both contractual parties. The notice period starts on the first day of the calendar month starting after the month in which the written notice was delivered to the other party. Notice of withdrawal from the Connection Contract is deemed to be delivered even if the other party does not accept the delivery on the day when the failed attempt for delivery was made.
- If the Contract is concluded for a definite period of time, it shall terminate upon expiry of the period for which it was concluded. It may be extended only by agreement of both parties under conditions for amending the Connection Contract.
- The Connection Contract may also be terminated by agreement of both parties. The Subscriber wishing to terminate the Connection Contract by agreement shall submit a written request to Phoonio, the content of which must indicate the Subscriber’s will to terminate the Contract. If the Subscriber submits a draft of the agreement for termination of the Connection Contract concluded for a definite period of time or with an agreed minimum period of use of the Service (the so-called commitment), acceptance of the Subscriber's proposal by Phoonio shall not be dealt with and performed before the Subscriber settles his financial obligations under the Connection Contract, including obligations arising from early termination of the Contract due to his request, unless otherwise agreed. Termination of Connection Contract by agreement is subject to an early termination penalty in the amount corresponding to the contractual penalty defined in the Connection Contract as penalty for the breach of obligations related to minimum period of commitment.
- Phoonio shall, upon termination of the Connection Contract, send to the Subscriber a final settlement of the Subscriber’s obligations towards Phoonio, which the Subscriber or his legal successor shall be obliged to pay within the period of time defined in the settlement.
- The Subscriber may lodge a complaint with regards to the following:
- a) correctness of the amount invoiced for the Service provided;
- b) insufficient quality of the Service provided;
- c) defects in Equipment purchased from Phoonio.
- The complaint can be lodged in writing and sent to Phoonio no later than 30 days since the date of the delivery of an invoice whose correctness is subject to the complaint or since the detection of a fault of the Service provided, otherwise the right to complain ceases to exist. The Subscriber must substantiate their objections regarding the price or the quality of the Service and to clearly describe the fault which is subject to the complaint.
- Under the means described in par. 2 of this Article, the Subscriber is entitled to execute their right with Phoonio under Section 46(10) b) of the Act for partial reimbursement of the non-provided Service caused by Phoonio, while this right must be exercised by the Subscriber no later than 2 months after the renewal of the Service provision, otherwise it expires.
- The complaint shall not have a postponing effect on the payment for the Service provided.
- Phoonio is obliged to inform the Subscriber in writing of the results of the examining of their complaint within 30 days, otherwise the claim shall be deemed to be admitted. In complex cases, Phoonio may extend the period, no more than 30 days; Phoonio shall be obliged to inform in advance the Subscriber in writing about the extension before the of the original 30-days period including the reasons. The period is kept if Phoonio sends its notification to the Subscriber on the last day of the period at the latest.
- In the event that no complaint is lodged within the deadline and in the manner specified in paragraphs 1 and 2, any and all rights of the Subscriber to complain shall expire.
- The complaint in terms of examining the invoiced price shall not have a postponing effect on the Subscriber’s obligation to pay for the provided Service or its part. If the amount exceeds three times the average extent of use of the Service for the preceding six months, Phoonio shall be obliged to enable the Subscriber to postpone the payment of a part of the amount exceeding the average monthly extent of use of the Service during the preceding six months, and this not later than until the end of the examination of the telecommunications equipment or enable the Subscriber to pay a part of the amount exceeding three times the average monthly extent of use in minimum of three monthly installments. If the use of a public service was shorter than six months but longer than one month, the average extent of the use of the service is calculated for the whole period of the use of the Service.
- In the event that Phoonio admits the complaint related to the correctness of the price charged for the Service or in the event of expiry of the deadline under paragraph 4, this shall be settled at the latest in the Accounting Period following the Accounting Period in which the claim was admitted.
- In the event that Phoonio admits the complaint related to the quality of the Service provided, the Subscriber shall be entitled to have the faults cleared free of charge within reasonable time if the damage was not inflicted by him. In such a case, the Subscriber is entitled to a reasonable discount from the Service provided for the period during which the faults in the quality of the Service prevailed, if the damage was inflicted by Phoonio. For the purposes of determining a reasonable discount, the date and time of the discovery of the faults will be the moment when the Subscriber notified Phoonio of the fault by email sent to [email protected], or the Provider’s Contact Email.
- If it is concluded that the complaint related to the quality of the Service is unjustified and if Phoonio incurred expenses for examination of the Fault, Phoonio is entitled to charge the expenses to the Subscriber by means of an invoice and the Subscriber is obliged to pay them.
- Phoonio reserves the right to not to admit a complaint if the temporarily reduced quality of the provision of the Service occurred due to circumstances that exclude liability or due to unauthorized and unqualified intervention of the user or third parties, or if the decrease in quality was caused by circumstances described in Article VIII.
- Phoonio shall provide the Subscriber with information on the status of the complaint, invoicing and pricing, as well as other information, on the Provider's Contact Email.
1. Phoonio undertakes to begin work on the removal of the properly claimed Fault within 24 hours since the notification
and to remove the Fault in his network within 48 hours after the notification by the Subscriber, if technically feasible. If the
Defect occurs outside Phoonio’s network or if the removal relies on a third party, the time necessary for removal depends
on the nature and extent of the Fault.
2. The Subscriber is required to report the Fault by phone on the Provider’s Contact Number or via email sent to the
Provider's Contact Email.
3. Phoonio shall not be responsible for setting up the Subscriber's internal infrastructure. Internal infrastructure means, in
particular, but not limited to, configuration of intranet, firewall, router, antivirus protection, VoIP equipment. If the setup
disables the use of the Service, it is the Subscriber’s responsibility to ensure that their internal infrastructure is properly
Data protection and telecommunications secrecy
- In accordance with Section 43, par. 2b) and Section 56 (2) of the Act, Phoonio is entitled to obtain and process the Subscriber's data which shall be telephone number, amount of unpaid obligations and:
- Name, surname, degree, permanent residence address, birth certificate number, identity card number or other identity document of a natural person, citizenship;
- Business name and place of business and identification number of a natural person – undertaking;
- Business name and place of business and identification number of a legal person.
- If the Subscriber does not grant permission for data processing for any other purpose, Phoonio is entitled to process such data in accordance with the Act for the following purposes:
- conclusion and fulfillment of the Connection Contract and its changes and communication with the Subscriber for this purpose;
- termination or number portability;
- billing, reception and registration of payments,
- registration of claims and claim transfer;
- producing a directory of Subscribers;
- provision of information related to the activity of coordination and operation public safety answering point;
- cooperation under the Act;
- direct marketing under par. 4 of this Article.
- The data referred to in par. 1 shall be processed by Phoonio for the duration of the Connection Contract, unless otherwise specified below. After its termination, processing shall be made only in cases permitted by law, in particular for the purpose of making settlements or crediting, registration and collection of debt for the Service provided, dealing with user submissions or performing other obligations imposed by law and exercising rights.
- Phoonio is also authorized to obtain personal data by making write-offs, copying or scanning public documents submitted by the Subscriber.
- In accordance with Section 62 (3) of the Act, Phoonio is entitled to process academic title, name and surname and residence or business name and registered seat, telephone number, fax number and e-mail address of the Subscriber that Phoonio obtained in connection with the sale of the goods or services and in accordance with the Act or the specific legal regulations for the purposes of direct marketing by sending documents, calling, sending facsimile messages, email messages, including short message services, for an indefinite period after the termination of the Connection Contract. The Subscriber may refuse such use of data anytime by delivering a written statement of will to Phoonio's registered office.
- Everyone who becomes familiar with the subject of a telecommunications secret according to the Act shall be obliged to keep it. This obligation applies equally to the Subscriber as well as Phoonio.
- Phoonio is authorized to process and store traffic data under the Act until the expiration of the period during which the invoice may be legally challenged or the claim for the payment may be lodged, unless the Act stipulates otherwise.
- The Subscriber grants consent, and Phoonio is therefore entitled to make available information, data and traffic data obtained in accordance with this Article and/or the Act to necessary extent:
- third persons authorized by Phoonio to collect claims solely for this purpose;
- courts and other public administration bodies;
- another Undertaking under Section 55 (1) of the Act;
- Phoonio’s Business Representatives for the purposes or in relation to Service provision.
- The Subscriber has the right to determine whether his personal data are included in a telephone directory or telephone directory enquiry service in accordance with the Act and made accessible to information service providers or phone directories. The relevant data for the purpose of the telephone directory shall be: the telephone number, name, surname and permanent residence address or business name, place of business and subject of business. A Subscriber having its registered office or place of business located outside the territory of the Slovak Republic, takes note and agrees that for the purpose of publishing their address in the directory or for the purpose of the information service, their address of residence, organizational unit, sales office, or another address specified in the Connection Contract may be used. Inclusion in the directory shall be free of charge.
- The Subscriber may exercise their right to determine whether his personal data are published in accordance with par. 1 of this Article or to change this decision via the phone by contacting the Provider's Telephone Number, or via e-mail by contacting the Provider's Contact Email.
- In the case of a separate agreement with Phoonio, additional data determined by the Subscriber beyond relevant data according to par. 1 of this Article may be included in the telephone directory of a universal service provider under the Act.
- The Subscriber is responsible for the accuracy of the data provided. The Subscriber is obliged to notify the Undertaking of any change in the data published in the telephone directory without undue delay via phone by contacting the Provider’s Contact Number or via email by contacting the Provider's Contact Email. If the Subscriber requests a correction or withdrawal from the telephone directory, this change shall be made in the next issue or update of the phone directory.
Liability for damage
- Phoonio and the Subscriber are liable for damage incurred to the other party due to the breach of obligations under the Connection Contract, under these General Terms and Conditions and under applicable legislation.
- Phoonio shall be responsible for damage caused to the Subscriber in breach of their obligations regarding the quality and scope of the Service, as well as the obligation to remove faults within the specified deadline only if the breach of the obligations was inflicted by Phoonio's conduct.
- In the case of liability for damage under paragraphs 1 and 2, the contracting party which has breached its obligations is required to compensate the other contracting party for the damage actually incurred by reinstating previous condition or financially, excluding lost profit.
- Neither contracting party shall be liable for any damage inflicted to the other contracting party due to breach of obligations arising from the Connection Contract and other legal regulations if the breach was caused by circumstances which exclude liability in accordance with the provisions of Section 374 (1) of the Commercial Code.
- Neither contracting party shall be entitled to damage compensation if the failure of a contracting party to fulfill its obligations was caused by the action of the injured party or the lack of synergy to which the other contracting party was obliged.
- The natural person who signs the Contract for the Subscriber (legal entity) is personally liable for all legal consequences and damage incurred, unless the person was not authorized to act in the name of the Subscriber – legal person.
- For the avoidance of doubt, Phoonio shall not be liable for any damage incurred to the Subscriber as a result of abuse of the Equipment or services by third parties for making calls. The Subscriber is required to secure the Equipment and their network against third party interference. The Subscriber is also required to store access data for the client zone and Phoonio Network in secret and not to provide them to third parties.
- The Provider is not liable for damage resulting from interruption, failure to provide or faulty provision of the Services. This is without prejudice to the Subscriber's right for claim under Article X.
- The Provider is entitled to require the Subscriber to pay court or execution proceedings costs or costs for legal representation in judicial recovery of the debt owed from Subscriber.
Choice of law and jurisdiction, dispute settlement
- The Contract concluded between the Subscriber and Phoonio and these General Terms and Conditions are governed by the laws of the Slovak Republic.
- Legal relations between Phoonio and the Subscriber are governed in particular by the Connection Contract, which includes these General Terms and Conditions. Rights and obligations of the parties under the Connection Contract and the General Terms and Conditions are governed by the provisions of the Act, by Act 513/1991 Coll. the Commercial Code as amended, and relevant provisions of other legal acts.
- Legal relations between Phoonio and the Subscriber are governed by the Slovak legislation, even if the Subscriber is not a citizen of the Slovak Republic or does not have registered seat on the territory of the Slovak Republic, as well as if the Service is provided outside the territory of the Slovak Republic.
- In the event of disputes between the Subscriber and Phoonio, the Subscriber is obliged to seek to resolve the dispute with Phoonio in the interest of solving the dispute by mutual agreement out-of-court.
- The Subscriber and the Provider have agreed that any disputes which may arise between the parties under the existing contractual relations as well as potential future agreements (i.e. any contractual relationships arising under the Connection Contract and the annexes thereto) and related disputes (including disputes related to validity, interpretation and termination of the Connection Contract) which cannot be resolved under with paragraph 4 of this Article shall be settled in arbitration before a permanent court of arbitration selected by the claimant from the list of permanent courts of arbitration maintained by the Ministry of Justice of the Slovak Republic. This is without prejudice to the right of the claimant to address relevant General Court of the Slovak Republic pursuant to Act No. 513/1991 Coll. the Commercial Code as amended and relevant provisions of other legal acts. The Subscriber and the Provider have agreed that the termination of the Connection Contract, including any annexes thereto, shall not apply to the provisions of this paragraph which shall remain valid even after termination of the Connection Contract, including any annexes thereto.
- Arbitration proceedings shall be conducted in the Slovak language in Bratislava, unless the parties agree otherwise. Notwithstanding the above, any one of parties shall be entitled to provide written or oral evidence in a language other than Slovak, provided that the party bears all costs of translations, simultaneous or any other, by using the services of translators approved by the arbitrators. Such translators shall provide their services to each of the contracting parties and to each arbitrator.
- Contracting parties, their representatives and all other parties to the arbitration proceedings and the arbitrator (senate) shall remain preserve confidentiality of the outcome of the proceedings.
- The Subscriber may, in accordance with Section 75 of the Act, submit the Office a dispute with Phoonio in terms of the Act only after the claim procedure, if he does not agree with the result of the claim procedure or the manner of its settling. The particulars of the proposal for the initiation of an out-of-court dispute resolution are governed by Section 75 of the Act. The proposal for the initiation of an out-of-court dispute resolution must be submitted to the Office by the Subscriber without undue delay, but not later than 45 days from the date of the delivery of the claim settling. The conclusion of a written agreement shall be the result of the successful dispute resolution, which shall be binding for both parties of the dispute.
Amendments to the Connection Contract
- Amendments to the Connection Contract (unless otherwise specified below) can be made only by agreement of both parties, unless otherwise specified below. The contract may be amended only in writing and for the purposes of this contractual relationship, this shall also include email communication without advanced electronic signature, i.e. amendments to the Connection Contract can also be agreed by email. The means of amending the Terms and Conditions and/or the Price List is governed by the following paragraphs of this Article.
- Phoonio is required, in a written form, by email, short messages system (SMS) or telephone, inform the Subscriber at least one month in advance about substantial change of the General Terms and Conditions applicable to the Subscriber and at the same time about his right to withdraw from the Connection Contract without sanctions provided that the Subscriber does not accept such changes; the notification duty shall be fulfilled also by notifying the Subscriber that the General Terms and Conditions have changed substantially and where he may get the details about those changes.
- For the purposes of General Terms and Conditions, a substantial change to contractual terms shall mean such change in the Connection Contract which results in direct increase in the price of provided services or which results in objective restriction of the Subscriber's rights as agreed in the Contract, objective impairment of the Subscriber’s legal status or extension of their obligations beyond the obligations agreed in the Connection Contract. A change that meets the criteria stated in the previous sentence is not considered a substantial change in contractual terms which, having regard to its scope and/or insignificant impact on the status of the Subscriber in the relevant contractual relationship with Phoonio has no significant change.
- Information on any other changes in contractual terms whose nature is not that of a substantial change shall be made available to Subscribers by Phoonio no later than on the first day of their validity and effectiveness in a manner of answering the telephone number defined as the Provider’s Contact Phone Number or by publishing them on Phoonio’s website (www.cloudtalk.io) or in any other demonstrable way.
- Phoonio may changes the terms of the provision of the Service included in the Price List by means of a unilateral change to the provisions of the Price List, for the purposes of notification of such changes to Subscribers, the provisions of paragraphs 2, 3 and 4 of this Article shall apply mutatis mutandis.
- These General Terms and Conditions are an integral part of the Connection Contract concluded between Phoonio and the Subscriber.
- Phoonio is entitled to unilaterally modify the General Terms and Conditions by applying the procedure set forth in Article V of these General Terms and Conditions.
- All notifications under the Connection Contract and these General Terms and Conditions shall be delivered to the other party in person, by post to the address listed in the Connection Contract or an address subsequently given by the party, or by e-mail (with or without an advanced electronic signature) to the email address specified in the Connection Contract or subsequently given by the party.
- If any of the provisions of these General Terms and Conditions is or becomes invalid, ineffective or unenforceable, the remaining provisions of these General Terms and Conditions that are not affected by the reason for invalidity remain in full force. Phoonio shall replace invalid or ineffective provisions by a valid, effective and enforceable provision with content and meaning as close as possible to the original provision.
- If there is any doubt as to whether the Service has been provided or whether an action has been performed (message, call, reminder, amendment to the Connection Contract, configuration of Services, etc.), a report from the headquarters operation or systems of the Provider or the Provider’s contractual operator shall be decisive.
- These General Terms and Conditions become valid and effective as of 1 January 2018. The effectiveness of these Terms and Conditions shall invalidate any previously valid Terms and Conditions.