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.
- 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.
- 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.
- 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.
- 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.
Requests for Critical type issues are accepted 24/7 by phone +359 (87) 5 344 255. Requests for High, Medium or Low type issues are accepted on working days from Monday to Friday from 09:00 to 18:00 (excluding public holidays) by email: support@callflowlab.com and phone: +359 (87) 5 344 255.
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 by the Callflow Help Desk and first level technical support.
5.4. All Critical type issues are requested by phone, followed by an email with a detailed description of the issue. Time reporting for troubleshooting is activated after full knowledge of the issue by Callflow Help Desk.
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 (excluding Critical type issues), 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). |
- 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.
- 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.
- 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
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
