Before using this website or our services, please read and accept these General Terms and Conditions.

BY USING ANY PART OF THE WEBSITE OR SERVICES, YOU AGREE TO BE BOUND AND BECOME A PARTY TO THESE GENERAL TERMS AND CONDITIONS. If you are using the Website or the Services on behalf of your employer or other entity, you represent that you are authorized to accept this agreement on behalf of your employer or that other entity.

GENERAL TERMS AND CONDITIONS

FOR THE USE OF SERVICES

PROVIDED BY

PRICE INTERNATIONAL LTD

date: 06.12.2021, amended as of 08.02.2022

1.        GENERAL BACKGROUND

 

1.1.         These General Terms and Conditions govern the relationship between PRICE INTERNATIONAL LTD, hereinafter referred to as CALLFLOW, entered in the Commercial Register at the Registry Agency with UIC 131194611, with its headquarters and registered office in Sofia 1784, 135, Tsarigradsko shose blvd, telephone: +359 2 874 00 80, e-mail: sales@callflowlab.com, hereinafter referred to as CALLFLOW, with the users of the services provided by PRICE INTERNATIONAL LTD.

1.2.        these General Terms and Conditions are binding on Customers, which is evidenced by their signatures on the Services Contract.

1.3.        These General Terms and Conditions form an integral part of the Services Contract by CALLFLOW to the Customer for a fee. The General Terms and Conditions shall govern the rights and obligations of users and visitors of the CALLFLOW Website. The parties to the contract are CALLFLOW and the Customer. The Customer declares that they are aware of these General Terms and Conditions. Any action by or on behalf of the Customer constitutes an electronic representation that the Customer agrees to these General Terms and Conditions.

1.4.        These General Terms and Conditions govern the Customer's use of the Services. By signing the CALLFLOW Services Contract, Customer expressly agrees to be bound by and abide by the General Terms and Conditions described herein.

1.5.        The Customer represents and agrees that acceptance of these General Terms and Conditions in writing is not required and the Customer shall be deemed bound by the General Terms and Conditions by virtue of the Service Contract entered into between the parties and CALLFLOW and the Customer.

1.6.        The Customer shall be deemed to have been notified of and be bound by these General Terms and Conditions from the date of signing the Service Contract. For cases not covered by the contract, the relevant provisions of these General Terms and Conditions shall apply. They shall form an integral part of the contract with the Customer and shall be binding on the parties unless otherwise expressly agreed in the contract.

 

  1. DEFINITIONS

 

2.1.        In these General Terms and Conditions CALLFLOW shall mean PRICE INTERNATIONAL LTD, hereinafter referred to as CALLFLOW, entered in the Commercial Register at the Registry Agency with UIC 131194611, with its headquarters and registered office in Sofia 1784, 135, Tsarigradsko shose blvd.; mailing address: Sofia, 1784, 11 Magnaurska shkola str., Fl. 3, office 304, telephone: +359 2 874 00 80, e-mail: sales@callflowlab.com.

2.2.       "Contract" means the CALLFLOW Services Contract signed between CALLFLOW and the Customer.

2.3.       "Customer" of the Services within the meaning of these General Terms and Conditions means a legal entity that has signed a Contract with CALLFLOW and is using the Services provided by CALLFLOW.

2.4.       "CALLFLOW Marks" means the names, trademarks, trade names, logos and symbols that CALLFLOW uses to promote and identify the Website, the Software, the Services and all incorporated and derivative products and services.

2.5.       "SERVICES" means Customer's use of the Provider Software and other CALLFLOW services described in the Contract.

2.6.       "License" means the Software license to use the Software granted to Customer by CALLFLOW pursuant to the Contract.

2.7.       "Party" means CALLFLOW or the Customer.

2.8.       "Parties" means CALLFLOW and the Customer.

2.9.       "Term" means the term specified in the Contract.

2.10.     "SaaS Model" means a model of providing the use of Software where the Software is made available for use on payment of a subscription fee and is hosted by CALLFLOW. The Software is accessible by the Customer via a web browser.

2.11.       "Software" means the computer software specified in the Contract, developed by CALLFLOW and displayed on the Website.

2.12.      "Website" means the web-based website https://www.callflowlab.com/.

2.13.      "Third Parties" means persons, organisations and bodies other than CALLFLOW and the Customer.

2.14.     "General Data Protection Regulation" means REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC.

 

  1. GENERAL TERMS AND CONDITIONS

 

3.1.        The Customer shall choose the parameters of the Services used, which shall be determined by virtue of the Contract concluded. The Customer is entitled to access and use the Services only to the extent agreed. The Customer is responsible for the use of the Services by any person accessing the Website and Services with the Customer's username and password.

3.2.       CALLFLOW may amend the General Terms and Conditions. When CALLFLOW changes the General Terms and Conditions, it shall post them on the Website and send them to the e-mail address of the Customer with whom it has contracted to provide Services. In the event that the Customer does not object in writing to the acceptance of the new General Terms and Conditions within 7 (seven) days of receiving them by e-mail, they shall be deemed to be accepted by him and shall be binding upon him.

 

  1. RIGHTS AND OBLIGATIONS OF CALLFLOW

 

4.1.        CALLFLOW undertakes to configure the Software for the Service within the time specified in the Contract with the Customer, after the Customer has provided all information necessary for the configuration. CALLFLOW shall not be liable for any delay in performance under the Contract if it is due to any delay by the Customer or any third party in providing access, assistance or information required by CALLFLOW. All time limits for performance agreed in the Contract or its annexes shall be suspended and CALLFLOW shall not be deemed in default until the Customer has provided CALLFLOW with all information, materials, access and assistance necessary to perform its obligations under the Contract.

4.2.       CALLFLOW shall be entitled to receive prompt payment for its services as agreed in the Contract.

4.3.       CALLFLOW shall have the right to restrict or terminate, temporarily or permanently, the use of the Services, in any of the following circumstances, which shall be deemed a breach of the Contract and the General Terms and Conditions:

1.       if it is established that the Customer is using them in bad faith, in violation of the laws in force in the territory of the Republic of Bulgaria and the European Union or other provisions of the Contract and/or the General Terms and Conditions;

2.     if the Customer fails to comply with the terms of the Contract;

3.     in the event of actions by the Customer detrimental to the interests of CALLFLOW and/or those of another Customer;

4.     in the case of acts interfering with the normal use of the Services and/or related fraud and/or abuse;

5.     in case of violation of the law and/or the rights of third parties by the Customer or persons to whom the Customer has granted access to the Services.

4.4.      CALLFLOW shall have the right to make changes and/or updates to the Software and Services (such as infrastructure, security, technical configurations, applications, etc.) during the Term of the Contract with the Customer and to the CLOUD infrastructure maintained and developed by the Customer.

4.5.       In order to improve the quality of the Service, perform preventive maintenance, troubleshooting and other related activities, CALLFLOW shall have the right to temporarily limit or suspend the provision of the Services and shall not be liable for compensation for the time during which the Customer does not use the Services.

4.6.       CALLFLOW will notify Customer of upcoming maintenance and repairs to its local area network or other equipment related to the provision of the Services. In such cases, CALLFLOW shall promptly restore the provision of the Services after the circumstance causing the suspension has ceased.

4.7.       In cases where no disruption to the quality of the Service is foreseen, CALLFLOW shall give notice of planned maintenance at least twenty-four (24) hours before the maintenance is due to commence.

4.8.       In cases where a disruption in the quality of the Service is foreseeable, CALLFLOW shall give notice of planned preventive maintenance at least three (3) days prior to the start of the preventive maintenance.

4.9.       CALLFLOW shall create a user, password and access code for Customer's user panel. Customer has the ability to change the password and access code provided.

4.10.     CALLFLOW shall provide technical support in accordance with the technical support terms and conditions described below.

4.11.      CALLFLOW shall provide training to Customer's employees if requested and in accordance with the General Terms and Conditions set forth in the Contract.

4.12.     In the event of a complaint by a third party of use of the Service in violation of any legal provisions by the Customer or any person to whom the Customer has granted access to the Services, the rules of morality or the provisions of the executed Contract and CALLFLOW's GENERAL TERMS AND CONDITIONS, the parties agree and the Customer acknowledges that CALLFLOW shall have the right to temporarily restrict the provision of the Service or access to the Customer's information until the matter is clarified, without notice or compensation to the Customer.

4.13.     CALLFLOW may, at its sole discretion, without notice and without compensation, suspend the right to use the Service, warranties and technical support and/or unilaterally terminate the Contract if it determines that the Service provided is being used in violation of the terms of the Contract, the General Terms and Conditions, applicable law, generally accepted moral and ethical standards. In such cases of termination of the Contract, CALLFLOW shall not be liable to refund the consideration received /in whole or in part/.

4.14.     CALLFLOW is not liable in the event of inability to provide connectivity or operation of the technical equipment during a certain period of time due to force majeure, accidental events, Internet access, technical or other objective reasons, including orders of the competent governmental authorities.

4.15.     CALLFLOW shall not be liable for any damages caused by the Customer or any person to whom the Customer has granted access to the Services to any third party, including in connection with the use of the Services, and the Customer shall indemnify CALLFLOW in full for any damages paid by CALLFLOW to any third party for any damages caused by the Customer, including damages arising out of the use of the Services by the Customer or any person to whom the Customer has granted access to the Services.

4.16.     CALLFLOW shall not be liable in cases of providing access to information to third parties, loss or alteration of data or parameters of the Service, if they occurred as a result of access granted by the Customer to a third party to the Customer's account or to the Services, including the sharing with third parties of usernames and/or passwords to access the Customer's account.

4.17.     CALLFLOW shall not be liable in the event of access to information, loss or alteration of data or parameters of the Service occurring as a result of false identification of a third party purporting to be the Customer if it can be inferred from the circumstances that such person is the Customer.

4.18.     CALLFLOW undertakes not to disclose to any third party Customer data and information stored on CALLFLOW devices when operating the Cloud Services provided by CALLFLOW.

4.19.     When using CALLFLOW's cloud services, the connection between the Customer and CALLFLOW is encrypted using TLS/SSL protocols.

4.20.    CALLFLOW shall not be liable for any delay in the performance of its obligations and commitments if it is due to delay on the part of the Customer or any third party.

4.21.     Work not expressly included in CALLFLOW's Services and Responsibilities in the Contract or these General Terms and Conditions, including professional advice, will be further agreed between the Customer and CALLFLOW and is subject to additional payment by the Customer.

 

  1. TECHNICAL SUPPORT

 

Technical support provided by CALLFLOW to the Customer shall be on the following terms:

 

ACCEPTANCE OF REQUESTS FROM CALLFLOW FOR TROUBLESHOOTING:

 

5.1.        On working days from Monday to Friday inclusive from 09:00 to 18:00 (excluding public holidays).

5.2.       Upon receipt of a troubleshooting request, CALLFLOW Customer Service shall record the following information:

1.     Exact time the request was received;

2.     Name of the customer representative;

3.     Nature of the issue.

 

TROUBLESHOOTING DEADLINE:

 

Response time

Critical

High

Medium

Low

 

1 hour

8 hours

3 days

5 days

Time to restore system operation (temporary solution)

8 hours

3 days

7 days

16 days

Final solution

7 days

14 days

21 days

40 days

 

5.3.       All issue types are logged and reviewed by the Callflow Help Desk and first level technical support on weekdays Monday through Friday from 9:00 am to 6:00 pm, excluding public holidays.

5.4.       Issues prioritised as Critical are escalated from the Callflow Help Desk to Callflow second and third level technical support on working days Monday to Friday 09:00-18:00, excluding public holidays. All Critical type issues can be requested by phone, but it is mandatory that an email is then sent detailing the issue. Time reporting for troubleshooting is activated after full knowledge of the issue by Callflow second and third level technical department. Submitting an alert by phone is not considered to trigger the troubleshooting time.

5.5.       Issues falling into the High, Medium and Low priority categories are escalated from the Callflow Help Desk to second and third level technical support only on business days Monday through Friday from 9:00 AM to 6:00 PM, excluding holidays. All High, Medium and Low type issues shall be submitted via email.

5.6.       Outside working hours, service recovery hours shall not be counted in response time, interim and final decision time. Response time shall be counted from the time a complete and accurate description of the issue is received by the Customer in writing to an email address: support@callflowlab.com.

5.7.       Telephone calls and emails may only be initiated by authorized persons previously described in the Contract.

5.8.       All technical issues must go through the following process:

1.    Technical problem or logical inconsistency encountered;

2.    Escalation to project manager by Customer for verification of functionality;

3.    Escalation to technical department supporting Customer's infrastructure and servers, including escalation to telecom operator providing services to Customer;

4.    Escalation to technical department supporting Customer's CRM;

5.    Customer's technical department escalates to Callflow Help Desk, email: support@callflowlab.com and telephone: +359 (87) 5 344 255.

5.9.       Issue Priority:

 

Priority Levels

Description of classification

Critical

A critical operational situation that causes severe and permanent service limitations that cannot be corrected by Customer personnel and that results in a total/complete service interruption.

High

A high priority situation that causes serious and temporarily unacceptable service limitations that cannot be remedied by Customer personnel, such as:

      Partial interruption of service or sub-service with significant limitations to end users (e.g. response time, etc.)

      Significant service management constraints

      Unrecoverable loss of records or access information

      Major data corruption.

      Third party vulnerability reports.

Medium

Medium priority situations are those that may result in emergencies or breaches that require Provider intervention. Examples of medium priority situations are:

      Loss of traffic or statistical information

      Loss of redundancy

      Disruption caused by the Provider and/or the Provider's Services and materially affecting the network management service

      Large restart/with service reload

      Multiple small restarts within 1 hour of service

      Major alarm faults

      Data corruption

Low

Low priority issues are those that have a minor effect on the functionality of the Service. Examples of low priority situations are:

      Minor disruptions that do not affect traffic and do not cause loss of service.

      Minimal data corruption (not causing immediate issues).

 

  1. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

6.1.        The Customer shall be entitled to use the Services in accordance with the Contract, and shall only be entitled to operate the Service through the user panel provided by CALLFLOW and by authenticating with the name, password and code provided.

6.2.       The Customer is only entitled to remote access to the space allocated to it on CALLFLOW's server.

6.3.       The Customer is entitled to access the web interface for remote use of the Service from a location outside the territory of the Republic of Bulgaria only with the prior permission of CALLFLOW.

6.4.       The Customer undertakes to pay the price for the Service in accordance with the General Terms and Conditions set out in the Contract.

6.5.       The Customer shall be entitled to use the Service only upon payment of all amounts due, compliance with the Contract and these General Terms and Conditions and using the Services in good faith for their intended purpose and in accordance with customary usage practices. Any use of the Service contrary to the requirements of these General Terms and Conditions shall be deemed a breach of these General Terms and Conditions.

6.6.       In using the Service, the Customer must not use any software, scripts, programming languages or other technologies that could create difficulties in the use of the Service by other users.

6.7.       Customer may not use the Service to create Internet games.

6.8.       Where the Service includes telephone services, Customer agrees not to use the Service to generate unsolicited telephone calls. Violation of this requirement shall be grounds for suspension of the Service, which CALLFLOW shall notify Customer of. If the action is repeated, CALLFLOW shall have the right to unilaterally terminate the Service without notice and without compensation.

6.9.       The Customer shall not be entitled to use the Service:

1.     for publishing, distributing or making available in any way, data, messages, text, computer files or other materials that are contrary to Bulgarian law, applicable foreign laws, this contract, Internet ethics or good morals and that violate the legal rights of third parties;

2.    for publishing, distributing or making available software or other computer files that contain viruses or other risky programs or their components;

3.    for publishing or transfer of pornographic or illegal material;

4.   for publishing data, messages, text, computer files or other materials containing a threat to human life and physical integrity, propagating discrimination, advocating fascist, racist or other undemocratic ideology, the content of which violates human rights or freedoms under the Constitution and laws of the Republic of Bulgaria or international instruments, calling for a violent change of the constitutionally established order, committing a crime, etc.;

5.    for malicious telephone calls.

6.10.     The Customer shall not assign its rights and obligations under the Contract to any third party without the prior written consent of CALLFLOW.

6.11.      The Customer must carefully guard all access data, passwords and codes and keep them safe from third (unauthorised) parties. Any action by the Customer's account shall be deemed to be the Customer's action.

6.12.     The Customer must inform CALLFLOW without delay if it suspects that access data is missing or compromised. All access details, passwords and codes will be sent to the Customer electronically to the last email address provided by the Customer. The Customer shall be liable to CALLFLOW for all damages arising from misuse and actions through its accounts.

6.13.     Customer shall be responsible for all actions taken with its account, whether by Customer, its employees or third parties (including its agents or contractors). CALLFLOW shall not be responsible for any actions taken with Customer's account. The Customer undertakes to use the Services only in accordance with the Contract and will refrain from misusing the Services.

6.14.     Customer shall notify CALLFLOW immediately in the event of any unauthorized use of its account or other breach of security. The Customer shall be responsible for all actions performed from its account (including through its username and password).

6.15.     The Customer undertakes to provide all necessary technical means to access and operate the Software provided to it and to manage them.

6.16.     The configuration and maintenance of the Customer's local network is its own responsibility and does not in any way commit CALLFLOW.

6.17.     Where the Service includes a telephone line, it is the Customer's responsibility to configure the terminal equipment on its end so that voice traffic on the leased line between the Customer and CALLFLOW is given the highest priority over all other traffic.

6.18.     Customer represents that it is aware and agrees that the Services are not fault tolerant and are not guaranteed to operate error free and/or uninterrupted, for which CALLFLOW shall not be liable. The Services are distributed and made available for use in a form created and provided by CALLFLOW ("as is"), and CALLFLOW does not warrant that the Service meets all of Customer's needs and requirements. The Customer has checked and ensured that the various functionalities of the Service meet its needs and requirements, which it certifies and confirms by signing the Contract. CALLFLOW does not guarantee that the Customer will achieve any particular objectives and results through the Software.

6.19.     The Customer understands and agrees that it is CALLFLOW's intention to provide Software that is compatible with current versions of operating systems and browsers on which the Software runs, as set out in these General Terms and Conditions, on the Website and/or as further specified by CALLFLOW. However, CALLFLOW disclaims any warranty that the Software is compatible with any operating system, computer platform or browser that Customer may choose to use, except as expressly recommended by CALLFLOW. CALLFLOW also makes no warranty that the Software, including any future modification, update, enhancement, or new version of the Software, will be compatible with new versions of any operating system, computer platforms, and browsers.

6.20.    Customer understands that the Software may not and will not be used in the event that (a) the Software is not properly used or configured due to any act, default or limitation caused by Customer, its employees or third parties; (b) the Software has been illegally used by Customer, or the hardware to which the Software is accessed is unusable due to electrical system failure, lack of internet connectivity, or other circumstance beyond CALLFLOW's control; or (c) any person other than an authorized representative of CALLFLOW modifies the Software.

6.21.     Any modification or maintenance of the Software may only be performed by CALLFLOW.

6.22.    Changes to the Service shall be made by CALLFLOW and version-modification shall be maintained.

6.23.    Work not expressly included in CALLFLOW's services and responsibilities described in the Contract or these Terms of Use, including professional consulting, will be further agreed upon between Customer and CALLFLOW and subject to additional payment by Customer.

6.24.    During use of the Software, Customer shall:

1.       Provide a contact person with the software knowledge necessary to communicate effectively with CALLFLOW;

2.     Provide CALLFLOW with any other assistance and support reasonably necessary for the successful configuration and maintenance of the Software, and access and assistance necessary for the successful troubleshooting of errors and problems affecting Customer's use of the Software. With respect to problems, malfunctions and errors of the Software that affect Customer's use of the Software, in the event CALLFLOW fails to obtain the reasonably necessary assistance, information, access and assistance from Customer or if Customer, without CALLFLOW's authorization, has attempted to correct problems not relating to Customer's data used in connection with the Software, CALLFLOW shall not owe and shall not be able to provide Customer with support for the Software and shall not owe any damages, actions or compensation to Customer in this regard;

3.     Provide complete and accurate information to CALLFLOW regarding problems with the use of the Software;

4.     CALLFLOW shall not be liable for any setup or maintenance of the Software that does not meet Customer's requirements if Customer fails to provide the foregoing assistance and support.

5.     CALLFLOW's technical support obligations and services are for the sole benefit of Customer and may only be requested by Customer.

6.25.    The Customer is responsible for the content entered when using the Software and for the activities performed through the Software. The Customer undertakes not to use the Software or the Website in any way that would violate the law or the rights of third parties. Customer shall comply with all applicable laws and regulations regarding the use of the Software and shall indemnify CALLFLOW for any damages resulting from any unlawful practices that are performed in connection with or within the Software by any employee or agent of Customer.

6.26.    Customer shall refrain from using or claiming any rights in any registered or unregistered trademark or trade name of CALLFLOW.

6.27.    Customer agrees:

1.       Not to file, download, store, distribute, use, transmit, or provide links to information, data, text, files, software, photographs, video or audio materials, messages, or other materials and content:

A.     that contravene the law or violate human rights and freedoms under applicable domestic and international law, EU law, the law of the country from which the Customer is located or the country from which the Customer offers goods/services;

B.     which promote discrimination, racist or other anti-democratic ideology;

C.     which damage the reputation of others and call for violent change of the constitutionally established order, for the commission of a crime, for violence or incitement to racial, national, ethnic or religious hatred;

D.    infringe the material or moral rights of third parties, including copyright and related rights;

E.     that contain pornography, sexual violence, or links to websites with such content;

F.     that contain computer viruses or other malicious code or software;

G.    misleading and false websites for fraudulent purposes and illegal acquisition of information.

2.     To comply with applicable international law, EU law and the law of the country from which the Customer or the country from which it offers its goods/services, these Terms of Use, the instructions on the Website and any further instructions from CALLFLOW and good manners;

3.     Not to interfere with the proper functioning of the Software and the Website, including but not limited to, not to interfere with third party access, not to make unauthorized access, not to disrupt or impede the access of other users, etc.;

4.     Not use the Software for any activity without having obtained permission for such activity.

5.     Notify CALLFLOW immediately of any known instance of misconduct committed or discovered in the use of the Software, including by Customer's employees or third parties;

6.     To provide, at its own expense, the necessary computer equipment, operating systems, software and internet access for use of the Software.

 

  1. TERMS AND CONDITIONS FOR USE OF THE WEB-BASED PBX SERVICE

 

7.1.        Where provided for in the Contract, CALLFLOW shall provide the Customer with the Web-Based PBX Service, which shall include the following, unless otherwise agreed in the Contract or the Schedules to the Contract:

 

1)      remote WEB access to specialized software owned by the Supplier called "Web Based PBX" which enables the reception of incoming telephone calls, generation of statistics;

2)     provision of CALLFLOW server resources for the operation of the Service;

3)     providing access to a user panel for operation and configuration of the Service.

7.2.       The term of the Contract shall commence from the date of commissioning of the Service, by the signing of a Protocol by both parties.

7.3.       CALLFLOW shall provide, and the Customer shall use, the Service in accordance with the parameters of the relevant subscription plan selected by the Customer as described in the Contract and the Annexes to the Contract.

7.4.       In order to use the Service, Customer shall provide its own number(s) and telecommunications connectivity or use CALLFLOW provided number(s) to receive calls called "User Number" and CALLFLOW's existing telecommunications connectivity.

7.5.       The Customer shall provide a list of its company numbers to be forwarded from the "User Number(s)" to the company numbers.

7.6.       The service provides call forwarding from "User Number(s)" to company numbers.

7.7.       CALLFLOW undertakes to configure the software for the Service within the time specified in the Contract, but in any event no earlier than 10 working days after the Customer has provided all information necessary for the configuration. CALLFLOW shall not be liable for any delay in the performance of its obligations if it is due to delay on the part of the Customer or any third party.

7.8.       The Customer shall be entitled to use the Service only in good faith and for its intended purpose, namely to handle incoming calls to the Customer's "User Number(s)" and to make outgoing calls.

7.9.       The Customer shall configure the terminal device on its side so that voice traffic on the leased line between the Customer and CALLFLOW shall have the highest priority over all other traffic.

 

  1. HARDWARE REQUIREMENTS FOR COMPUTERS OR LAPTOPS AT WORKSTATIONS

 

When using the Services, Customer shall comply with the following minimum requirements for the respective Services Customer is using, and CALLFLOW shall not be liable for Customer's failure to provide such requirements:

 

MINIMUM HARDWARE REQUIREMENTS FOR COMPUTERS OR LAPTOPS AT WORKSTATIONS

 

1.     Processor: Intel Core i3-4570 (except U) CPU 3.2GHz

2.     Memory: 8GB RAM

3.     Hard Drive: 128GB or larger HDD or SSD (SSD is preferred for better productivity/performance)

4.     Windows version 10 or Linux minimum installed

5.     Latest version of Chrome browser or Microsoft Edge

6.     Professional USB headset with microphone (for one or two ears)

 

INTERNET AND IP ADDRESS REQUIREMENTS:

1.       Guaranteed (uninterrupted) internet

2.     Static IP address

3.     80Kbit (Kbps)/simultaneous line over IP phone (signaling + voice traffic)

4.     145Kbit (Kbps) = 80 (signaling + voice traffic) + 65 (web interface traffic) / simultaneous line via web phone

 

  1. LEASED LINE AND TELEPHONY PARAMETERS FOR SERVICE PROVISION

 

Where the Customer uses Services where a leased line is required, the following conditions apply, without the provision of which by the Customer, CALLFLOW shall not be liable for any failure to provide the Services:

 

9.1.        The leased line and telephony to provide the Service shall be provided by and at the expense of the Customer.

9.2.       The Service is based on the Session Initiation Protocol (SIP) signaling protocol RFC 3261 RFC 2543. CALLFLOW sends only SIP messages to the Subscriber as a signal. Signaling messages sent by the Customer based on protocols other than SIP will not be serviced.

9.3.       The Customer shall configure only the G.711a voice codec (for incoming and outgoing calls) in the codec list of its PBX. The "packetization" period for the G711a codec is 20 milliseconds. In the event that this is not met, CALLFLOW does not guarantee successful calls or call quality.

9.4.       The Customer's PBX in the inbound direction shall support the SIP "183 Ringing with SDP" signaling message.

9.5.       When making outbound calls from Customer to Subscriber, the full dialed number should be indicated in the initial "Invite" SIP signaling message.

9.6.       Customer's local calls are handled by the Customer's SIP IP PBX.

9.7.       Outbound calls implemented with IP dialing are not serviced.

9.8.       CALLFLOW accepts SIP signaling messages on UDP port 5060.

9.9.       UDP ports for RTP packets need to be on a port greater than 1024.

9.10.    nbsp; Ports for accessing web interfaces UDP/TCP port 443.

9.11.      Dedicated line requirements between CALLFLOW and Client:

o   Minimum capacity - 100 Mbit

o   Maximum round-trip delays - 20ms

o   Call Authorization:

-        IP address

-        A number (calling number).

 

  1. LIABILITY

 

10.1.      CALLFLOW shall only be liable for culpable conduct or gross negligence, it is liable for negligence. It shall not be liable for lost profits, unrealised savings, lost interest, indirect losses, non-pecuniary damages or for damages arising from third party claims or for lost or altered data. CALLFLOW assumes no liability for the content of data transferred. The customer shall be liable for the content of private and business pages he has included, the data stored, the emails sent and the data put into circulation and therefore acts as a data controller within the meaning of the Bulgarian Data Protection Act with regard to the processing of personal data.

10.2.     If the Services are suspended in whole or in part due to a breach of these General Terms and Conditions by the Customer or any person to whom the Customer has granted access to the Services, CALLFLOW shall not be liable. CALLFLOW reserves the right to prohibit the transfer of data or Services if contrary to law, international conventions or common decency, however it has no obligation to do so. Customer shall be liable for claims arising from Customer's use of the CALLFLOW Services or from third parties to whom Customer has granted access to the Services.

10.3.     CALLFLOW is not responsible for, and makes no warranty that the Software it supplies meets Customer's requirements, operates in accordance with Customer's other programs, or that any defects in the Software can be corrected.

10.4.     When setting up protective systems or security solutions (e.g. anti-virus products), CALLFLOW will take into account the state of the art, but does not guarantee its absolute security and assumes no liability in this respect. Similarly, CALLFLOW shall not be liable for any damages arising from the circumvention or disabling of the Customer's implemented security systems or solutions.

10.5.     In any event, the amount of damages for each Party shall be limited to the total amount of subscription fees paid for the current year. CALLFLOW shall not be liable for any damages resulting from acts or omissions of third parties not under CALLFLOW's control.

10.6.     For the avoidance of doubt, the parties agree that CALLFLOW shall not be liable for:

1.       Destruction or loss of data in Customer's possession for reasons beyond CALLFLOW's control;

2.     Customer's inability to use the Services due to reasons beyond CALLFLOW's control;

3.     Claims brought by third parties against the Customer in connection with the use of the Services;

4.     Loss of data, damages or loss of profits due to untimely payment or Customer's failure to meet contractual obligations;

5.     If the Customer is unable to access the Services due to problems beyond CALLFLOW's control (hardware problem, software problem, internet connectivity problem, etc.).

10.7.     CALLFLOW shall not be liable or obliged to monitor the information that the Customer stores or to check whether it complies with applicable law, violates the rights of third parties or the provisions of these General Terms and Conditions.

10.8.     CALLFLOW is not responsible for the information, data, text, files, software, photographs, videos, audio materials, messages, links, references and other materials and content stored by Customer or any of its employees, or for the activities of Customer or any of its employees performed with the Service.

10.9.     CALLFLOW shall not be liable for any damages or lost profits on the part of Customer resulting from any termination, suspension, modification or limitation of the Services or for the removal of any materials or content in cases where Customer has failed to perform its obligations.

10.10.      CALLFLOW shall not be liable for failure to provide Services in the event of non-payment of amounts due by Customer, failure to comply with the instructions and technological requirements for use of the Software, improper handling of the Services, or as a result of tests performed by CALLFLOW to verify the Software and Services, connections, networks, etc., or tests aimed at improving or optimizing the Software and Services.

10.11.       Customer shall defend, indemnify and hold CALLFLOW harmless from and against any and all claims, demands, liabilities, losses, fines, penalties, damages and expenses arising out of: (a) acts or omissions of Customer or its employees or third parties on Customer's behalf in connection with the Contract; (b) any claim that the Software infringes the copyrights, trademarks or other proprietary rights of a third party to the extent such infringement results from changes to the Software by Customer or a third party to whom Customer has granted access to the Software.

 

  1. COPYRIGHT

 

11.1.        Notwithstanding the provision of the Service, CALLFLOW retains all of its rights, in and to the Software developed by it. All intellectual property rights in the software of the Service provided shall be protected under the Copyright and Related Rights Act, and any unauthorized use thereof by the Customer shall constitute an offence and give rise to civil, administrative and criminal liability in accordance with applicable Bulgarian law.

11.2.       The exclusive owner of the Software and the right to offer and the right to use the Software and the Service is CALLFLOW.

11.3.       CALLFLOW owns the Software, the functionality, the operating models and all intellectual property rights therein.

11.4.      CALLFLOW retains all rights to use the Software and may grant such rights to third parties at its sole will and discretion without restriction.

11.5.       Customer acknowledges and agrees that CALLFLOW owns the right to use and sublicense all existing and future tools, procedures, subroutines and other software, data, materials and technology that CALLFLOW has incorporated or may incorporate into the Software.

11.6.      CALLFLOW owns all intellectual property rights to the Website, its domain, its content, its source code and all other elements.

11.7.      The User Content, the data that the Customer enters or uses in connection with the Software is the property of the Customer.

11.8.      For the Term of the Contract, CALLFLOW grants Customer a non-exclusive, non-transferable right to use the Software for its own internal business purposes based on a SaaS model for providing use of the Software.

11.9.      Customer shall have the right to use the Software for as long as Customer pays subscription fees or until CALLFLOW terminates the Service in accordance with these Terms.

11.10.       The Software is provided for use and not sold to the Customer. Customer agrees that CALLFLOW retains full right, title and interest in and to the Software and all related intellectual property rights (including, without limitation, all copyrights) associated with any element of the Software. No title to the Software or any proprietary rights related to the Software are transferred under the Contract or these Terms of Use.

11.11.         Customer may not:

1.       Use the Software in any manner other than as expressly set forth in the Contract and these Terms;

2.     Copy and install the Software on its own computer network or other hardware;

3.     Sell, resell or license the Software or any part thereof unless otherwise agreed in writing between the parties;

4.     Copy and upload the Software provided for use in connection with the performance of the Service to other servers or locations for further reproduction or distribution.

5.     Reproduce, distribute, transmit or publish the Software functionality, specific information, process models and other valuable information, in any form or format or manner, including by posting on the Internet;

6.     Disclose to third parties or use in any manner other than as set forth herein the Software, its parts, components and principles of functionality;

7.     Reproduce, copy and incorporate information/source code from the Software into other software or software products;

8.     Offer the Software as part of a product or service for any commercial use or purpose, with or without compensation, unless otherwise agreed by the parties in writing;

9.     Require delivery, installation or use of the Software on Customer's premises.

11.12.           The license is non-exclusive and CALLFLOW reserves the right to provide the Service and/or related software to third parties without restriction.

11.13.           The Customer shall not copy and/or distribute the software provided for use in connection with the Service or its programming code for any purpose, including the use thereof to create and distribute a program identical to or different from the Software. Customer shall not provide third parties with the passwords to access the Service.

11.14.           Customer shall not transmit the program code remotely, store the program code in computer memory, translate, reverse engineer or otherwise modify the program code. Customer shall not examine, decompile or disassemble the programs and other components of the Service.

11.15.           Copying and using the program code, database structure, documentation or any part thereof is prohibited. Selling, distributing, renting or otherwise transferring the rights to the Service is prohibited.

11.16.           Customer may not grant the rights to use or any other rights in the Software or Service to any third party except with CALLFLOW's prior consent.

11.17.           The Services provided shall in no way transfer or permit the exercise by the Customer or any third party of any intellectual property rights in the Software and its elements - the subject of the Service, other than the right to use for the Term of the Contract subject to the terms of the Contract and the General Terms and Conditions.

11.18.           For any use not expressly granted to the Customer, the Customer shall indemnify CALLFLOW for all damages and lost profits, regardless of any limitations of liability set out in the Contract or these General Terms and Conditions.

11.19.           Where the Client provides the Software to its employees, the Client undertakes to ensure that its employees and third parties comply with the Software Rules.

11.20.          The Customer shall not permit others to download, decompile, reverse engineer or otherwise attempt to extract the source code of the Software or to remove, obscure or alter any copyright, trademark or other proprietary notices displayed on the Website or in the Software.

11.21.           Customer will use its best efforts to notify CALLFLOW promptly if Customer becomes aware of any unauthorized copying of the Software by its employees or any third party who provides them access to the Software and will cooperate with CALLFLOW. Where the Client provides the Software to its employees, the Client undertakes to ensure that its employees and third parties comply with the Software Rules.

11.22.          Customer will inform CALLFLOW promptly if Customer becomes aware of any unauthorized copying of the Software by its employees or any third party who provides them access to the Software and will cooperate with CALLFLOW to resolve the matter.

11.23.          All content on the Website, including all published text, images, photographs, video, articles, program code are subject to copyright. They belong to CALLFLOW. The Customer may not copy, store, process, publish, distribute in original or processed form or use in any other way texts, images or other elements contained on the Website. Any attempt by the Customer to access, copy or modify the programming code of the Platform shall be deemed a breach of these Terms and CALLFLOW's rights. The Customer secures the agreement of its employees to respect the copyright and other intellectual property rights of CALLFLOW.

11.24.          CALLFLOW retains the rights to the Software and Website, including the rights to market, license, create, reproduce, use, distribute and otherwise deal with the Software and Website.

11.25.          CALLFLOW retains title and ownership of both the Software and all related copyrights, trademarks, trade secrets and other intellectual property and proprietary rights and does not transfer to Customer ownership of any or all elements thereof.

11.26.          Nothing in the Contract or these General Terms and Conditions grants or shall be construed as granting to Customer any rights (other than the Software License) - any copyrights, trade secrets, technical data, know-how, logos, trademarks, trade names, CALLFLOW Marks or other proprietary rights owned, used or claimed, now or in the future by CALLFLOW or other subsidiaries and affiliates. CALLFLOW reserves all such rights, but grants Customer a non-exclusive right during the Term to use the Software solely for the purposes of the Contract and solely in accordance with its usage guidelines, provided that CALLFLOW's ownership is acknowledged.

11.27.          Customer shall not alter, remove or obscure CALLFLOW's trademark, copyright, proprietary or trade secret notices on the Software and the Website and the right to add any other trademark or service mark to the Software or the Website.

 

 

  1. RIGHTS IN VOICE MESSAGES AND MUSIC WORKS

 

12.1.             Upon Customer's assignment, upon payment of the appropriate fee and upon receipt of CALLFLOW's acknowledgement, CALLFLOW may integrate into the Software: 1. music works provided by the Customer to play as background music during conversations via the Customer's account on the Software; and/or 2. voice messages provided by the Customer to play during conversations via the Customer's account, collectively referred to as the "Works".

12.2.            CALLFLOW shall have the right to require Customer to provide the Works in a format and with characteristics suitable for integration into the Software for the purposes for which their use is agreed. In the event that the Customer fails to provide the Works in accordance with CALLFLOW's requirements, CALLFLOW shall have no obligation to perform and shall not be liable for the performance of its obligation to integrate the Works into the Software.

12.3.            CALLFLOW shall integrate the Works into the Software in the quality and content provided to it by Customer. CALLFLOW shall not be liable if the quality or content of the Works is unsatisfactory. CALLFLOW shall not be responsible, and Customer shall be solely responsible, for ensuring that the content of voice messages complies with the requirements of applicable law and includes the information required by law when making calls through Customer's account, including but not limited to the requirements of the Privacy Act, the Consumer Protection Act, etc.

12.4.            By signing the Contract, the Customer represents and warrants that it only provides CALLFLOW with Works that it has the right to use and to make available to CALLFLOW for use in the manner described in these General Terms and Conditions, and that the integration and reproduction of the Works in the Software shall not infringe or violate any copyright, related and/or other rights of third parties and/or statutory provisions.

12.5.            By signing the Contract, the Customer grants CALLFLOW the non-exclusive right to use the Works for the term of the Contract by processing and integrating them for the purpose of public reproduction in calls to the Customer's account on the Software.

12.6.            In the event that a third party claims copyright, related and/or other rights in connection with the Works or a competent authority notifies CALLFLOW of a dispute or violation of applicable law, CALLFLOW shall be entitled to immediately cease reproducing the Works in the Software without any compensation or refund to the Customer, which shall not be deemed a breach of CALLFLOW's obligations.

12.7.            The parties agree that CALLFLOW shall have no liability in connection with the use of the Works and shall have no obligation to investigate or arrange for the right to use and integrate the Works into the Software. All responsibility for the use and reproduction of the Works rests with Customer. The Customer represents and agrees that all claims by holders of copyright, related and/or other rights in or to the Works shall be made solely to the Customer and shall be borne by the Customer at the Customer's own expense.

12.8.            In the event that any claims are brought against CALLFLOW by third parties in connection with the Works, or CALLFLOW is subject to monetary or other penalties by governmental authorities, or CALLFLOW incurs any costs, expenses and/or damages in connection with the integration of the Works into the Software, Customer shall immediately upon notice indemnify CALLFLOW for all such penalties, claims, losses and expenses incurred, including court costs, reasonable attorney's/lawyer's fees. The provision shall also apply after the completion of the Contract.

 

  1. RECORDING OF VOICE MESSAGES

 

13.1.             Upon Customer's assignment, upon payment of the appropriate fee and upon receipt of CALLFLOW's confirmation, CALLFLOW may arrange for the recording of voice messages to be integrated into the Software and sounded during calls made through Customer's account, collectively referred to as "Voice Messages".

13.2.            The text and content of the Voice Messages shall be approved by Customer, and Customer shall be solely responsible for ensuring that the content of the Voice Messages complies with the requirements of applicable law and includes the information required by law when making calls through Customer's account, including but not limited to the requirements of the Privacy Act, the Consumer Protection Act, etc.

13.3.            In the event Customer fails to secure approval of the text and content of the Voice Messages as required by CALLFLOW, the latter shall have no obligation to perform and shall not be responsible for performing its obligation to record and integrate the Voice Messages into the Software.

13.4.            By signing the Contract, the Customer agrees that it is granted the non-exclusive right to use the Voice Messages for the term of the Contract solely and exclusively by CALLFLOW's integration of the Voice Messages into the Software for the purpose of public playback in calls to the Customer's account on the Software for the term of the Contract. The Customer shall not acquire any other rights in the Voice Messages, shall not receive or request recordings of the Voice Messages in any medium or by any means, shall not use the Voice Messages in any manner other than as expressly described above, including the right to adapt, alter or incorporate them into other works, shall not store, distribute, make available to third parties or reproduce publicly, either itself or through a third party.

13.5.            In the event that any claims are brought against CALLFLOW by third parties in connection with the text and content of the Voice Messages approved by the Customer, or CALLFLOW is subject to financial or other penalties by governmental authorities, or CALLFLOW incurs any costs, costs and/or damages in connection therewith, Customer shall immediately upon notice indemnify CALLFLOW for all such penalties, claims, losses and expenses incurred, including court costs, reasonable attorney's/lawyer's fees. The provision shall also apply after the completion of the Contract.

 

  1. CONFIDENTIALITY

 

14.1.      The Parties undertake to treat the information under the Contract as a trade secret with the strictest confidentiality, not to disseminate and/or communicate to any third party any information under the Contract and/or information in connection with the performance of the subject matter of the Contract. The Client undertakes to restrict access to information under the Contract to only those of its employees to whom the same is necessary for the performance of the subject matter thereof and to ensure that any such employee complies with the obligations set out in this clause. The Customer shall be solely responsible for any breach of the confidentiality obligations of persons to whom the Customer has disclosed confidential information.

14.2.     The obligation of confidentiality shall not apply to information the disclosure of which is required by law or which is necessary to protect a legitimate interest of a party to the Contract before the competent court which was in the possession of the receiving party prior to disclosure, which was in the public domain at the time of disclosure or which becomes part of the public domain, without prejudice to any confidentiality obligations disclosed by a third party without breaching the obligation of confidentiality owed to the disclosing party or developed independently of the receiving party who does not have access to the confidential information.

14.3.     Confidential information will be considered related to the organization and commercial activities of the Contracting Party, including financial and accounting information, description of hardware, software components (software products), any information related to the Services, Software, their components, including program code , personnel data, personal data, inventory, utility models, know-how, technological solutions, as well as cases from the practice of the Parties, except for information that the Party has explicitly identified as non-confidential, of well-known facts or information that the Party itself has made it publicly available (for example, through commercials, statements to the media, information on its public website, etc.). Any information concerning customers of the Parties under this Contract which has come to their knowledge in connection with their joint activities covered by this Contract shall also be considered confidential.

14.4.     Information concerning the material elements of the Contract, as well as advertising and other publication materials, may be disseminated upon mutual written agreement of the Parties.

14.5.     Each Party undertakes not to use the confidential information provided between the Parties for purposes other than those agreed in this Contract, to keep the confidential information strictly confidential and not to disclose any part of it to third parties, except as otherwise agreed in the Contract or as required for the performance of its obligations under the Contract, and to take such measures as may be necessary to prevent unauthorised access to the confidential information provided between the Parties.

14.6.     In the event of a breach of the confidentiality clauses, the Party at fault shall be liable to the Party at fault for damages.

 

  1. PRICES AND PAYMENT

15.1.       The prices for the provision of the Services by CALLFLOW, payable by the Customer, shall be set out in the Contract concluded between them. The price of the Service may include one-off and monthly charges.

15.2.      The price for the provision of the Services shall commence to be payable by the Customer as from the commencement date of the provision of the relevant Service, as evidenced by an acceptance report accepting the same. The Parties agree and the Customer expressly agrees that when the Customer has commenced use of the relevant Service, the Service shall be deemed to have been accepted and approved, regardless of whether an Acceptance Protocol has been signed, and the Services Fee shall be due from the date on which the Customer commences use of the relevant Service, even if the Customer has not signed an Acceptance Protocol. Use of the Services may also be evidenced by a statement from the CALLFLOW system.

15.3.      The Customer shall pay the one-off installation fee for the relevant Service within 5 working days of entering into a Contract. If the Customer fails to pay the one-off installation fee, CALLFLOW shall be entitled to refuse to provide any Services under the Contract and to terminate the Contract by notice to the Customer without notice or compensation.

15.4.     The Customer shall pay a monthly subscription fee from the first to the tenth of the current month in respect of the prices agreed in the Contract. In the event of default in payment of the monthly fee after the 20th day of the month to which it relates, CALLFLOW shall be entitled to suspend the Services without any notice or compensation being due to the Customer. In the event of default in payment of the Monthly Fee after the 30th day of the month to which it relates, CALLFLOW shall be entitled to terminate the Contract by Notice to the Customer without any notice or compensation being due.

15.5.      The Customer shall pay the amounts due to the bank account of CALLFLOW specified in the payment document issued (proforma invoice, invoice).

15.6.     All bank charges and expenses shall be borne by the Customer.

15.7.     In the event of delay in payment of amounts due from the Customer, the Customer shall pay to CALLFLOW a late payment penalty for each day of delay in the amount of 0.2% of the amount due, but not more than an amount equal to the amount due.

15.8.     (new as of 08.02.2022) The prices for the provided Services shall be adjusted with the index of consumer prices in Bulgaria, December from the previous year=100, published by the Bulgarian national statistics institute at https://www.nsi.bg/bg starting as from 1st of January 2023.

 

  1. TERMINATION OF CONTRACT

 

16.1.      The Contract shall be terminated:

1.       upon expiry of the Contract Term;

2.     upon the dissolution and winding up of one of the parties to the Contract or the opening of insolvency proceedings for the Customer;

3.     by mutual agreement of the parties in writing;

4.     in the event of seizure or sealing of the Equipment by governmental authorities;

5.     in the event of a breach by the Customer of the Contract and/or the General Terms and Conditions - by notice from CALLFLOW without notice or compensation.

6.     by one month's written notice from one party to the other.

16.2.     In the event that the Customer terminates the Contract early without complying with the one month's notice period, the Customer shall owe CALLFLOW a penalty in the amount of one month's subscription fee.

16.3.     If CALLFLOW has received the full amount for the Term of the Contract but the Contract is terminated before the expiry of the Term for a reason for which CALLFLOW is not responsible, CALLFLOW shall not be liable to refund any amounts prepaid to the Customer.

16.4.     In the event that the Contract is terminated by CALLFLOW for Customer's default, Customer shall owe CALLFLOW liquidated damages in the amount of the Fee due for a period of one month.

16.5.     Upon termination of the Contract, all of the Customer's rights relating to the use of the Service shall terminate and the Customer shall not be relieved of its obligations to pay CALLFLOW any amounts due at the date of termination.

16.6.     Upon termination of the Contract, the Software shall be non-functional and the Customer shall not be entitled to make any claims or demands for any damages or other relief in connection with the termination of the functionality of the Software.

16.7.     In the event of any unauthorized use of the Software by the Customer after CALLFLOW terminates the Contract or the Customer's access to the Software, the Customer shall pay CALLFLOW compensation in the amount of the total annual fee set forth in the Contract. This payment is due notwithstanding any limitations of liability set forth in the Contract or these Terms of Use.

16.8.     Any termination of the Contract will be final. The Customer shall not be entitled to renew the Contract unless otherwise expressly agreed in writing by both parties and CALLFLOW shall not be liable in connection with the termination for any damages or lost profits or other compensation relating to the expiry of the Term or termination of the Contract.

 

  1. PERSONAL DATA PROTECTION

 

17.1.          Personal data processing activities where the Customer is the Data Controller and CALLFLOW is the Data Processor

17.1.1.           The Parties specify that when the Software is made available for use by the Customer, and where CALLFLOW performs hosting services and maintenance of the Software, CALLFLOW performs processing activities of the personal data entered into the Software by the Customer, which include storage and access. In respect of such processed personal data, the Customer shall be the Data Controller and CALLFLOW shall be the Data Processor.

17.1.2.          The parties stipulate that the Processor shall carry out storage activities and have access to all Personal Data of Data Subjects that is entered into the Software by the Customer for the purposes of hosting and maintaining the Software in accordance with the Contract and these General Terms and Conditions.

17.1.3.          The processing of the Data shall be carried out in strict compliance with the requirements of the applicable law only for the purpose of the performance of the Contract and the provision of the Services by CALLFLOW to the Customer and for the protection of the legitimate interests of the parties in the event of default.

17.1.4.         The Customer, as Data Controller, shall ensure and secure during the processing of Personal Data by the Processor the existence of a valid and documented legal basis for the processing of the Personal Data entered into the Software by the Customer, its employees and agents, and any person to whom the Customer has granted access to the Software and Services. The legal basis for processing may be any of the grounds set out in Art. 6, par. 1 of the General Data Protection Regulation.

17.1.5.          The Data Controller represents and warrants that all personal data of individuals provided to the Processor has been obtained from such individuals and has been provided by the Data Controller to the Processor for processing in a manner consistent with the requirements of applicable data protection law, including the General Data Protection Regulation, and is of correct content.

17.1.6.         To the extent that the Controller determines all aspects of the processing of the Personal Data, the parties agree that the Processor has no control over the Personal Data except for performing storage and access activities in connection with maintenance of the Software, and therefore the Processor is not responsible for compliance with the legal requirements of the General Data Protection Regulation and Bulgarian law for any other activities relating to the Personal Data, including no responsibility for the manner in which the Personal Data was collected. The Processor has no role in the decision-making process of the Controller as to what personal data is processed, for what purposes the processing is for and whether it is protected. Accordingly, the Processor's responsibility in this case is limited to compliance with the Contract, but the Processor has no control over and no responsibility for the personal data that the Controller processes.

17.1.7.         The Processor shall have the right to refuse to comply with an order of the Controller if, in its opinion, such order violates the General Data Protection Regulation or other EU or Member State data protection regulations, and the Processor shall notify the Controller in a timely manner.

17.1.8.         CALLFLOW as a Processor:

(a) process Personal Data only on the express or generally documented instructions of the Data Controller, including with respect to the transfer of Personal Data to a third country or an international organization;

(b) take and implement technical and organisational measures for the protection of personal data applicable to the relevant category of personal data in accordance with their level of impact on such data as determined under applicable Bulgarian law, or in accordance with other criteria and guidelines that may be introduced in the future by a competent government authority;

(c) assist the Data Controller in fulfilling its obligations to respond to requests for the exercise of rights by data subjects, including the right to access their personal data, the right to object to processing, the right to restrict or block processing, the right to be "forgotten", the right to rectification and updating of their personal data, and others;

(d) provide the Data Controller with access to all the information necessary to demonstrate compliance with its obligations and allow and contribute to any checks carried out by the Data Controller or a verifier appointed by it for that purpose;

(e) process the personal data solely for the purposes of providing the Services for which the Contract has been entered into and in compliance with any specific requirements and instructions from the Data Controller to comply with its regulatory obligations;

(f)      has the general permission of the Controller to involve sub-processors in the processing of personal data to the extent necessary for the provision of the Services, including to involve and use sub-processors outside the European Union. When processing personal data of data subjects located in the European Union, CALLFLOW will only use the services of sub-processors established in the European Union. Personal data of data subjects located in the European Union will not be transferred to third party processors located outside the European Union.

(g)    has the Controller's permission to carry out data transfers to sub-processors located outside the European Union, which will only be carried out in connection with the provision of the Services and in accordance with Chapter V of Regulation (EU) 2016/679. Where CALLFLOW engages a sub-processor in accordance with point (f) above to carry out specific processing activities (on behalf of the Controller) and those processing activities involve the transfer of personal data to a third country, CALLFLOW and the sub-processor shall ensure compliance with Chapter V of Regulation (EU) 2016/679, including by using standard contractual clauses adopted by the Commission on the basis of Article 46(2) of Regulation (EU) 2016/679, provided that the terms of use of those standard contractual clauses are met.

By accepting these General Terms and Conditions, the Controller grants its consent to the Processor to use in the processing operations the service providers – subcontractors, indicated in the list below, namely:

        For data transmission, internet connectivity and voice services - "Bulgarian Telecommunications Company" EAD, "Telenor Bulgaria" EAD, "A1 Bulgaria" EAD, Vimobile AD, Mobica OOD;

        For colocation of telecommunication equipment - Daticum AD, Telepoint OOD;

        For technical support – Bul Software Solutions EOOD;

        For cloud server rental – CONEXUM INC

The Processor shall notify the Controller of any planned change to the list.

17.1.9.         Upon expiry of the Contract, the Processor shall delete the personal data in its possession and destroy existing copies thereof, unless the Contract or European Union law or Bulgarian law requires their retention for a longer period.

17.1.10.       The Processor shall warrant to the Data Controller that the persons within its structure authorised to process Personal Data have committed themselves to confidentiality by signing a confidentiality document or are legally bound to confidentiality.

17.1.11.         In the event that a data subject suffers damage from personal data unlawfully provided by the Controller, collected by the Controller without legal basis or for other reasons at the Controller, due to which the processing of personal data by the Processor may be considered a violation of the rights of a data subject, and the Processor compensates the data subject for the damage suffered, the Controller shall owe the Processor a penalty in the amount of the entire amount paid by the Processor to the data subject.

17.1.12.        In the event that a fine or other penalty is imposed on the Processor by a competent public authority relating to unlawful processing of personal data carried out by the Processor as a result of personal data unlawfully provided by the Controller, collected by the Controller without a legal basis or for other reasons on the part of the Controller, the Controller shall pay the Processor a penalty equal to the amount of the total financial penalty imposed and paid by the Processor and/or the value of the damage suffered by the Processor as a result of another penalty.

17.1.13.        Either Party may provide the personal data provided by the other Party to persons to whom it has entrusted the processing of personal data for organisational reasons and/or to comply with a legal obligation (processing and sending correspondence, software maintenance, access control, document storage, etc.), to auditors, accountants, lawyers, as well as to authorities, institutions and/or persons in the cases provided for by law and to whom that Party turns to protect its rights and legitimate interests.

 

17.2.         Personal data processing activities of the Parties as Personal Data Controllers

17.2.1.          Each Party shall process personal data concerning its employees, contact persons and representatives provided to the other Party in connection with the performance of the Contract and the provision of the Services. Such personal data may include names, form of representation, position/function, signature, contact details (e-mail address, business telephone number, etc.); information contained in documents generated and/or provided in the course of and in connection with the performance of the Contract; information contained in correspondence between the Parties relating to the conclusion or performance of the Contract and any other information provided or created in the course of carrying out their duties as persons authorised to represent, work for or cooperate with each of the Parties in connection with the performance of the Contract.

17.2.2.         Each Party shall be data controller in respect of the personal data of its employees, contact persons and representatives provided to the other Party.

17.2.3.         The Parties shall provide to each other and each Party shall process personal data concerning employees, contact persons and representatives of the other Party for the following purposes: performance of legal obligations, performance of the Contract and provision of the Services under the Contract, communication in connection with performance of the Contract.

17.2.4.        The personal data of the employees, contact persons and representatives of each Party will be processed for the entire period from the conclusion of the Contract until its termination and for a minimum of 5 (five) years after its termination, after which period each Party undertakes to delete the personal data of the employees, contact persons and representatives of the other Party.

17.2.5.         The personal data of the employees, contact persons and representatives of each Party may be processed for a longer period than the 5-year period if this is necessary for the establishment, exercise or defence of legal claims (e.g. in the event of a legal dispute or other proceedings pending their final conclusion before all instances) or if the applicable law provides for the processing of the data for a longer period.

17.2.6.        Each Party undertakes to duly inform its employees, contact persons and representatives of the provision of their personal data to the other Party for the purposes of the Contract and of their rights under applicable data protection law, and to ensure that each Party has a legal basis for the processing of personal data provided for in the Contract.

 

  1. FORCE MAJEURE

 

18.1.      The Parties shall not be liable for any failure to perform their obligations under the Contract resulting from circumstances beyond their control - cases of force majeure, fortuitous events, problems in the global Internet network or in electronic communications networks or in the provision of services beyond the control of CALLFLOW, or in the event of unauthorized access or intervention by third parties in the operation of the Software and Services.

18.2.     If the requirements of the preceding paragraph are met, neither Party shall be liable to the other for failure to perform its obligations under the Contract during a period in which such performance is delayed or impeded by circumstances beyond its control, which include, without to be limited to, fire, flood, war, embargo, strike, riot, inability to provide materials and transport facilities, power outages, internet outages, failure to provide services beyond the control of the parties (electricity supply, electronic communications services, etc. . under.) or interference by a state body, in each case not violating the contract in any other way ("force majeure").

18.3.     A party who suffers a force majeure event shall not be deemed to be in breach of contract in the event that: (a) it has promptly notified the other Party of the nature and extent of the event constituting force majeure, and (b) it has made all reasonable efforts to prevent the occurrence of the event constituting force majeure and to minimize its consequences for the other Party.

18.4.     If performance of the obligations of the Party affected by a Force Majeure Event is delayed or prevented for more than 60 days, the Party affected by the other Party's inability to perform its obligations shall have the right to terminate this Contract immediately by written notice.

18.5.     Suspension of performance in such circumstances shall not apply to late payment of amounts that were due prior to the occurrence of the Force Majeure Event.

 

  1. GENERAL PROVISIONS

19.1.      The applicable law shall be Bulgarian law.

19.2.     All disputes arising out of or relating to the individual Cloud Service Contracts and these General Terms and Conditions shall be settled between the parties by negotiation and, in the event that they cannot be settled voluntarily, shall be referred to the competent Bulgarian court in Sofia.

19.3.     The parties to the Contract shall give all notices to each other only in writing to the addresses specified by the parties in the Contract, including by e-mail. If either Party fails to notify the other Party in a timely manner of a change of its address under the Contract, notices sent to the former address shall be deemed to have been duly received.

19.4.     All notices in connection with the Contract shall be delivered by courier, registered post or email. Notices sent by e-mail shall be deemed to have been delivered if the addressee has replied to the notice or acknowledged receipt. Written communications shall be deemed to have been received by the parties if they have reached the address they have specified.

19.5.     The invalidity of any provision of the Contract or the General Terms and Conditions shall not invalidate the entire Contract and/or the General Terms and Conditions.

Региони 1+2
България
Канада
Дания
Франция
Германия
Ирландия
Италия
Литва
Холандия
Португалия
Румъния
Словакия
Швеция
Швеция
Великобритания
Съединени щати
Австрия
Хърватия
Гърция
Люксембург
Нова Зеландия
Норвегия
Пуерто Рико
Испания
Регион 1
България
Канада
Дания
Франция
Германия
Ирландия
Италия
Литва
Холандия
Португалия
Румъния
Словакия
Швеция
Швеция
Великобритания
Съединени щати

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