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Условия Cлужбы

I. GENERAL.
This Agreement, between you ("Customer") and Adepto Telecom sets forth the legal rights and obligations governing Adepto Telecom provisions of communications services to you. Adepto Telecom shall provide Customer with communications Services ("Services") preceding these terms and conditions. Some Services offered by Adepto Telecom under this Agreement, including but not limited to voice Services, are offered pursuant to applicable tariffs ("Tariffed Services") and incorporated herein. For Tariffed Services, in the event of a conflict between this Agreement and a tariff, the tariff shall control.
Use of Services is limited to Customer, Customer's employees, and Customer's consultants performing work for Customer (collectively, "End Users"). Customer shall promptly notify Adepto Telecom of any errors, "bugs," or problems with the Services of which Customer becomes aware. Notwithstanding any term of this Agreement, Adepto Telecom shall not be liable to Customer for any claim arising from or based upon the combination, operation or use of the Services with equipment, data or programming not supplied or certified by Adepto Telecom, or arising from any alteration or modification of the Equipment. For Tariffed Services, Adepto Telecom must be provided notice of any Service interruption as further set forth in the Limitation of Liability Section and as provided in applicable tariffs.
Adepto Telecom retains the right to Change, increase or decrease from time to time, in its sole discretion and without liability to Customer, the methods, processes and/or the suppliers by which Adepto Telecom provides Services to Customer; as well as to change, add to or delete service offerings with appropriate notice to Customers.

II. PAYMENT.
All services are provided on a prepaid basis pursuant to the terms and conditions of the applicable tariff(s) if any, and this Agreement.

III. Term/Service Commencement Date.
This Agreement shall be effective upon complete execution by the parties. Adepto Telecom will notify Customer that the Services are installed or connected and are available for use. The date of such notice shall be the service commencement date ("Service Commencement Date"). If the service is not provided on a pre-paid basis billing will begin on the date on which Adepto Telecom notifies the Customer that the requested service or facility is available for use, unless the date is extended by the Customer's refusal in writing to accept service which does not conform to standards set forth in this Agreement or applicable tariff, in which case the Service Commencement Date is the date of the Customer's acceptance of service. The parties may mutually agree upon a substitute Service Commencement Date. If Customer notifies Adepto Telecom in writing that it is not prepared to utilize the service or facility after Adepto Telecom has notified the Customer that the requested service or facility is ready for use (for reasons other than those set forth above), Adepto Telecom may begin billing the customer on the Service Commencement date. Adepto Telecom may bill the customer for any costs it has incurred in preparing its service for the original due date, as well as any costs it will incur up until the date that the customer accepts service. Adepto Telecom shall not be liable for any damages whatsoever resulting from delays in meeting requested or specified service dates, or inability to provide service. Customer agrees to cooperate with Adepto Telecom to accomplish service activation by providing access to Customer's premises and facilitating testing and service delivery requirements.

IV. DISCLAIMER OF WARRANTIES.
ADEPTO TELECOM MAKES NO REPRESENTATION OR WARRANTY WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, SYSTEM EQUIPMENT OR ADEPTO TELECOM OWNED OR PROVIDED EQUIPMENT USED BY THE CUSTOMER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. ADEPTO TELECOM SPECIFICALLY DISCLAIMS ANY RESPONSEBILITY, AND MAKES NO WARRANTY, FOR THE SUBSTANCE, ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS NETWORK, AN ACCOUNT, OR THAT THE SERVICE WILL BE ERROR-FREE, WHETHER OR NOT SUCH SERVICE IS USED BY CUSTOMER OR AN END USER. IN ADDITION, ADEPTO TELECOM MAKES NO WARRANTY WITH RESPECT TO ANY SOFTWARE OR HARDWARE PRODUCTS ("PRODUCTS") USED OR PROVIDED BY ADEPTO TELECOM IN CONNECTION WITH AN ACCOUNT. ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY CLAIMS, WHETHER ACTUAL OR ALLEGED, ARE THE DIRECT RESPONSEBILITY OF THAT PRODUCT'S MANUFACTURER. ADEPTO TELECOM ASSUMES NO RESPONSEBILITY FOR ANY ACTIONS OR LIABILITIES ARISING FROM THE POSSESSION OR USE OF THE PRODUCTS.

V. LIMITATION OF LIABILITY.
WITH RESPECT TO CLAIMS OR SUITS BY CUSTOMERS, OR ANY OTHERS, FOR DAMAGES RELATING TO OR ARISING OUT OF ACTS OR OMISSIONS UNDER THIS AGREEMENT, ADEPTO TELECOM's LIABILITY FOR SERVICE INTERRUPTIONS, IF ANY, SHALL BE LIMITED TO CREDIT ALLOWANCES AS EXPRESSLY PROVIDED IN APPLICABLE TARIFFS, UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT. WITH RESPECT TO INTERNET SERVICES, CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS WHICH ARE SEPARATELY OWNED AND THEREFORE ARE NOT SUBJECT TO THE CONTROL OF ADEPTO TELECOM. MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES BY, ISPs OR OF ANY OF THE NETWORKS, WHICH FORM THE INTERNET, MAY MAKE RESOURCES CUSTOMER WISHES TO USE TEMPORARILY OR PERMANENTLY UNAVAILABLE. CUSTOMER AGREES THAT ADEPTO TELECOM SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES BY, NETWORK (S) OR ISPs NOT SUBJECT TO CONTROL OF ADEPTO TELECOM, OR DUE TO ANY ACCIDENT OR ABUSE BY CUSTOMER. ADEPTO TELECOM IS NOT LIABLE FOR ANY BREACH OF SECURITY ON THE CUSTOMER'S NETWORK.
ADEPTO TELECOM SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM: (A) THE DELIVERY, INSTALLATION, MAINTENANCE, OPERATION OR USE OF AN ACCOUNT, THE EQUIPMENT, OR SERVICE; (B) ANY ACT OR OMISSION OF CUSTOMER, OR ITS END-USERS OR AGENTS, OR ANY OTHER ENTITY FURNISHING EQUIPMENT, PRODUCTS OR SERVICES TO CUSTOMER; OR (C) ANY PERSONAL OR PROPERTY DAMAGES DUE TO THE LOSS OF STORED, TRANSMITTED OR RECORDED DATA RESULTING FROM THE SERVICE OR THE EQUIPMENT, EVEN IF ADEPTO TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ADEPTO TELECOM's LIABILITY FOR DIRECT DAMAGES BE GREATER THAN THE SUM TOTAL OF PAYMENTS MADE BY CUSTOMER TO ADEPTO TELECOM DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT FOR WHICH DAMAGES ARE CLAIMED, BUT IN NO EVENT TO EXCEED $1,000.
IN NO EVENT SHALL ADEPTO TELECOM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES WHETHER OR NOT FORESEEABLE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE LOSS OF DATA, GOODWILL OR PROFITS, SAVINGS OR REVENUE, HARM TO BUSINESS, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY CAUSE WHATSOEVER, OR ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH LIABILITY.

VI. INDEMNIFICATION.
Customer agrees to indemnify, defend and hold Adepto Telecom and its officers, directors, employees, agents, affiliates and suppliers harmless from and against any claims, actions, demands, losses, damages and expenses including attorney's fees, relating to any violation of this Agreement, including but not limited to a breach or failure of any representation or warranty contained in this Agreement by Customer, its End Users, or other users of its account, the placement or transmission of any message, information, software or other materials on the Internet by Customer or End Users of Customer's account, or Customer's traffic being processed through the Adepto Telecom switch, port or node. This indemnification shall survive the termination of the Agreement.

VII. LIMITATION OF SERVICE.
LIMITATION OF SERVICE. PLEASE ACKNOWLEDGE THAT EMERGENCY 9-1-1 CALLS ARE NOT INTENDED TO BE CARRIED AND/OR SUPPORTED BY THE SOFTWARE OR SERVICES AND THAT NEITHER ADEPTO TELECOM NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, OR EMPLOYEES ARE OR WILL BE LIABLE FOR SUCH CALLS OR YOUR INABILITY TO MAKE SUCH EMERGENCY CALLS USING THE MATERIALS OR SERVICES.

VIII. REGULATORY AND LEGAL COMPLIANCE.
The parties acknowledge that the respective rights and obligations of each Party as set forth in this Agreement are based on existing law and the regulatory environment as it exists on the date of execution of this Agreement. Customer and Adepto Telecom agree that in the event of any effective decision by a legislative body, regulatory or judicial order, rule, regulation, arbitration or dispute resolution or other legal or regulatory action materially affecting the provisions of this Agreement at the federal, state or local level either Party may, by providing written notice to the other Party, require that the affected provisions of this Agreement be renegotiated in good faith. This Agreement shall be amended accordingly to reflect the pricing, terms and conditions of such Amendment.

IX. MISCELLANEOUS.
This Agreement and applicable tariffs represent the complete agreement and.understanding of the parties with respect to the Services, and supersedes all other agreements whether written or oral, including but not limited to, any advertising, brochures, proposals, representations or understandings regarding the subject matter hereof, and shall prevail if any conflict arises between the tariff and customer's purchase order terms. This Agreement may be modified only by written agreement or as specifically provided herein. Customer may not sell, transfer, or assign this Agreement, except to entities completely controlling or controlled by Customer, without the prior written consent of Adepto Telecom, which consent shall not be unreasonably withheld, provided written notice is provided to Adepto Telecom. Any assignment in derogation of the foregoing sentence is null and void, and does not relieve Customer of its obligations under the Agreement. This Agreement shall be governed by the substantive law of England and Wales without reference to its principles of conflicts of laws, and Customer consents to the nonexclusive jurisdiction of the courts of England and Wales. Except as otherwise provided for in the Agreement, no remedy conferred by any of the specific provisions of the Agreement or available to a party is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under the Agreement, now or hereafter existing at law or in equity or by statute or otherwise. The election of anyone or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies. Adepto Telecom shall not be responsible for any failure to perform due to unforeseen circumstances or due to a cause beyond Adepto Telecom 's control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages or failures of telecommunication or computer resources, fuel, energy, labor or materials.

November 2007
Adepto Telecom.
Adepto Group of Companies
29 Dogpool lane
Birmingham B30 2XN
United Kingdom