GENERAL TERMS AND CONDITIONS
The present General Terms and Conditions regulate the relationship between NEOTEL 2000, S.L. (hereinafter “NEOTEL”) with registered office at Edificio Atenea, c/ Fiscal Luis Portero García number 3, block 7, office 1-1ª, 29010 – Málaga and CIF B52009743 and the holder of the Service receiving the same (hereinafter the “CLIENT”) who contracts the virtual switchboard, trunk services, call center software, CRM + integrated PBX, virtual machine, dedicated server and/or housing Services, offered by NEOTEL, detailed in https://www.neotel2000.com/ and included in the Service contracts subscribed. Notwithstanding the foregoing, some of the products and/or Services may additionally be provided under Specific Conditions, which shall also be applicable.
1.- PURPOSE AND CONTRACTUAL DOCUMENTATION
1.1 The signature of the Contract for virtual PBX, trunk services, call center software, CRM + integrated PBX, virtual machine, dedicated server and/or housing of NEOTEL implies the acceptance of these General Conditions and implies the provision and/or delivery by NEOTEL of products and/or services (hereinafter the Services) in accordance with the terms and conditions described in the type of Service or in the Specific Conditions thereof, if any, as well as with the provisions of these General Conditions.
1.2. The contractual documentation in relation to the contracted Service shall consist of the Service Contract, these General Conditions and the Specific Conditions that, in each case, apply to the contracted Service. In order to consider the Service Contract or specific order as valid, the corresponding documents, contracts and/or annexes must be signed by both Parties, accepting the General and Specific Conditions, as well as the Service Offer, which are delivered to them on the spot.
1.3 Additional orders: The General Conditions and the Specific Conditions in force shall be applicable to all additional orders of the CUSTOMER’s service.
1.4. These General Conditions have been drafted in accordance with Law 32/2003, of November 3, General Telecommunications, Royal Decree 424/2005, of April 15, which approves the Regulation on the conditions for the provision of electronic communications services, universal service and protection of users; and Royal Decree 899/2009, of May 22, which approves the letter of rights of the user of electronic communications services.
2.- DURATION OF THE CONTRACT
The Service Contract shall come into force from the date of signature by the CUSTOMER and shall have the duration stipulated in each Service Contract and, failing that, an initial duration of ONE (1) year. These General Conditions shall remain in force until the termination of each and every one of the Service Contracts signed by the CUSTOMER to which they are applicable. Once the indicated term has elapsed, it shall be considered tacitly extended for periods of one year unless there is a reliable written communication from any of the parties at least thirty days prior to the expiration of its term or any of the extensions. NEOTEL shall connect the Service within the maximum term agreed with the CUSTOMER, after a feasibility study carried out for such purpose by NEOTEL, if applicable. The validity of this contract shall be subject and conditioned to the prior verification by NEOTEL of the data and documents provided by the CUSTOMER at the signing of the contract, as well as the feasibility studies and/or requirement questionnaires necessary for each service. Upon termination of the contract, the CUSTOMER shall initiate the process of removal of its equipment and/or uninstallation of contents, depending on the type and modality of the Service contracted, which shall not exceed a period of one calendar month from such date.
3.- PRICE OF THE SERVICE.
The price of the Services shall be the price agreed by the parties in each Service Agreement or Commercial Proposal. Said economic conditions are incompatible with any other promotion, discount or rate that may be published, in the present or future, by NEOTEL, unless otherwise expressly stated therein. The rates shall be subject to the taxes in force at any given time.
4.- INVOICING AND FORM OF PAYMENT.
NEOTEL shall invoice the CUSTOMER for the amounts to be paid by the CUSTOMER for the use of the service as stipulated. The invoices shall include a breakdown of the amounts to be paid for each of the Services and/or products contracted.
4.2. Payment shall be made as stipulated in the Service Contract signed, either by means of a prepayment system, or by direct debit of the invoices to the bank account or savings account designated by the CUSTOMER, or failing this, by bank transfer to the account provided for this purpose, unless the parties have agreed on another means of payment. Invoices not paid on the due date due to causes not attributable to NEOTEL, shall be considered as overdue debt and shall be subject to immediate execution. In the event of judicial execution, NEOTEL reserves the right to apply, from the date on which payment should have been made, an interest for late payment equal to the legal interest rate plus two percentage points, without the need for prior notice or summons.
4.3. In the event that the CUSTOMER pays NEOTEL an amount without specifically identifying the specific Service for which the payment is made, the CUSTOMER authorizes NEOTEL to apply the amounts paid by it to NEOTEL to the payment of any of the Services contracted by the CUSTOMER, to the extent that it is necessary for the total or partial extinction of any debt contracted with NEOTEL for the provision of other Services. If the payment of the totality of the amounts owed (including default interest) by the CUSTOMER to NEOTEL will be made after the suspension of the service, NEOTEL reserves the right to reinstate the CUSTOMER who so requests.
4.4. Likewise, the non-payment by the CUSTOMER, shall entitle NEOTEL, prior to the requirement, to communicate this end to the information services on patrimonial and credit solvency, in accordance with the provisions of the Organic Law 03/2018, of December 5, on Personal Data Protection and guarantee of digital rights and through the present.
5.- PREPAID CUSTOMERS.
The customer will have an account associated with his subscriber number in which his available balance will be registered at all times for the use of the Service. It will be an indispensable requirement that the Customer has in his/her Account the balance that, in accordance with the applicable tariffs, is necessary to carry out the requested traffic. The Customer may recharge the balance, by credit or debit card, from Neotel’s web panel, by calling 952641034 (Customer Service), or by making a transfer to the bank account provided by Neotel.
6.- GUARANTEE DEPOSIT.
6.1. NEOTEL, for justified reasons, may restrict totally or partially the access to certain
or partially restrict access to certain Services and/or require the constitution of guarantee deposits, credit lines and/or deposits, indicating the reason, amount and term. It shall be understood, among others, as justified reasons the omission of the CUSTOMER to truthfully deliver the necessary data for the registration in the Service, the existence of unpaid amounts by the CUSTOMER to NEOTEL for any Service, the lack of accreditation of sufficient solvency to meet the obligations of the CUSTOMER established in this document or the existence of a high risk of default. In the event that a credit limit is assigned to the CUSTOMER, and once such limit is reached, NEOTEL may suspend the Service and/or invoice and send for collection the amounts that may exceed such limit without waiting for the end of the billing period, in order not to exceed such limit. At any time NEOTEL may require the CUSTOMER to extend the guarantee constituted if deemed necessary. 6.2. The constitution of a guarantee deposit, if applicable, shall be made, at NEOTEL’s choice, by means of bank transfer to the account indicated by NEOTEL at the time or by means of bank guarantee at no cost to NEOTEL. Failure to provide the deposit shall entitle NEOTEL to terminate the CUSTOMER or reject its registration request in accordance with the regulations in force. 6.3. In relation to the telephone service available to the public from a fixed location, the guarantee deposit that, if applicable, is requested by NEOTEL shall be in accordance with the provisions of art. 6 of Royal Decree 899/2009, of May 22, which approves the letter of rights of the user of the electronic communications services.
7.- SUSPENSION FOR NON-PAYMENT AND DEFINITIVE INTERRUPTION OF THE SERVICE.
7.1. If the CUSTOMER does not pay all or part of the amounts due after the presentation of the charge document, NEOTEL may temporarily suspend the service after prior notice to the CUSTOMER. The restriction of the service shall affect the services for which payment is in arrears. The temporary suspension does not exempt the CUSTOMER from the obligation to continue with the payment of the corresponding fixed periodic installments.
7.2. NEOTEL may also suspend or cancel the provision of the Services in the event that; 1) the CUSTOMER fails to comply with any of the obligations under its responsibility according to the present General Conditions or the Specific Conditions applicable in its case; 2) it has provided false or incorrect data in the contracting of the Service; 3) NEOTEL considers and/or has reasonable indications that through the service, illicit, illegal, contrary to public order and/or good customs or contrary to the stipulations of the General Conditions themselves, activities could be carried out.
7.3. The delay in the payment for a period of more than three months or the temporary suspension of the contract on two occasions due to default in the payment of the corresponding services, shall entitle NEOTEL to the definitive interruption of the service and the corresponding termination of the contract, prior notice to the CUSTOMER with 15 working days in advance, indicating the date on which such termination shall take place.
8.- COMPLAINTS / CUSTOMER SERVICE
Complaints, claims and any other contractual incident must be addressed to NEOTEL within one month from the moment of knowledge of the event that motivates them, either by telephone to the number
952641034, through the e-mail: email@example.com, or in writing to the postal address indicated in the heading, indicating ref: COMPLAINTS. When a CUSTOMER addresses the Customer Service Department, he/she must have a record of the claim, complaint or request made, and NEOTEL’s Customer Service Department must communicate the reference number given to the same. If the CUSTOMER would like to have a written record of the claim made, he/she has the right to request it.
9.- SECRECY OF COMMUNICATIONS. CUSTODY OF
NEOTEL undertakes to adopt and install the measures and technical means required by the sectorial legislation in force, depending on the infrastructures used to guarantee the secrecy of the communications in transit through NEOTEL’s network, without prejudice to the provisions of article 579 of the Criminal Procedure Law or other analogous precepts applicable. NEOTEL is exonerated from any liability that may arise from the obtaining by the CUSTOMER or any third party of e-mails, recordings of telephone conversations, etc., as well as from the use or disclosure of such data and, in general, from any action or omission not directly attributable to NEOTEL that breaches the secrecy of the communications.
9.2. NEOTEL is exonerated from any liability that may arise from the obtaining by the CUSTOMER of any type of confidential or protected information, of its use or publicity and, in general, of any action or omission by the CUSTOMER that breaches the secrecy of the communications. Notwithstanding the foregoing, the CUSTOMER expressly authorizes the recording of the conversations that the CUSTOMER has with NEOTEL’s Customer Service in order to record the contracting or other actions carried out, as well as to take care of the quality of the service.
9.3. When during the execution of the contract, it is necessary to record conversations, NEOTEL shall keep custody of the same subject to the applicable regulations on data protection, guaranteeing the secrecy of the same and having the means to prevent unauthorized access. The custody shall be maintained for a period of 60 days. After this period, they will be automatically and definitively deleted.
10.- PROTECTION OF PERSONAL DATA.
11.-ASSIGNMENT TO THIRD PARTIES.
Neither party may assign all or part of this Agreement without the express consent of the other. The services object of the present Contract are of personal character, reason why THE CLIENT will not be able to resell them, to yield them or to carry out their commercial exploitation to third parties.
12.-QUALITY OF SERVICE: RIGHTS AND OBLIGATIONS
NEOTEL undertakes to provide the Service in accordance with the quality levels established in the Specific Conditions for the provision of each Service.
12.2. The CUSTOMER may contract with NEOTEL different levels of support, according to the conditions detailed in the Specific Conditions of the contracted service and within the following categories: standard, business and
12.3. It shall be considered a temporary interruption of the Service for the purposes of indemnification, the cuts in the service from the moment in which the CUSTOMER informs NEOTEL through the Customer Service Department that this has occurred. Only service outages that reduce the effective provision of the service contracted by the CUSTOMER below 99.80% on a monthly basis shall entitle the CUSTOMER to compensation.
12.4. The resolution times for temporary interruptions of the Service will be those indicated in the Specific Conditions of each of them, or, in the absence of specification of such extremes in such Specific Conditions, the following response and resolution times will apply depending on the contracted support service and the severity of the incident reported by the CUSTOMER:
standard business premium
severity 1 12 hours 4 hours 2 hours
severity 2 24 hours 12 hours 4 hours
severity 3 48 hours 24 hours 12 hours
The time periods shall begin to run from the moment the CUSTOMER informs the CUSTOMER Service Department of the existence of the interruption, the latter qualifies the incident according to the level of severity it presents and opens a numbered case with its ticket in NEOTEL’s incident management system.
12.5. When, during a billing period, a CUSTOMER suffers temporary interruptions of the contracted Service, NEOTEL shall compensate the CUSTOMER in the invoice corresponding to the immediate period considered, with the amount established in the Specific Conditions of the service. In the absence of express regulation of this circumstance in the Specific Conditions, NEOTEL shall indemnify the CUSTOMER with the corresponding amount according to the following detail:
Less than 99.80% of effective service in monthly computation and up to 99.70%: 10% of the monthly fee.
Less than 99.70% of effective service in monthly computation and up to 99.40%: 20% of the monthly fee.
Less than 99.40% of effective service in monthly computation and up to 99.20%: 30% of the monthly installment.
Less than 99.20% of effective service in monthly computation: 40% of the monthly fee.
12.6. NEOTEL shall not be responsible for the correct operation of the CUSTOMER’s own facilities and equipment, nor for those interruptions or incidents that have their origin or are caused by deficiencies in the configuration, maintenance or characteristics of hardware and/or software of the equipment, facilities and other technical elements that are necessary for the correct provision of the service, according to the specifications contained in the Specific Conditions. The CUSTOMER shall be obliged to make a reasonable use of the Service, according to the possibilities and purposes for which it is conceived. NEOTEL shall not assume any responsibility when the interruption of the service is caused by: 1.by serious breach by the CUSTOMER of the contractual conditions, especially in case of fraud or default in the payment that will result in the application of the temporary suspension and interruption of the Service;
for damages produced in the network due to the connection by the CUSTOMER of terminal equipment whose conformity has not been evaluated, in accordance with the regulations in force; 3. breach of the code of conduct by a user that provides premium rate services, when the ownership of the Subscription Contract corresponds to the latter; 4. cases of force majeure or other causes attributable to third parties, such as those that may occur in or due to the access network. NEOTEL shall in no case be liable, not even indirectly or subsidiarily, 5. for products or services provided or offered by the CUSTOMER or by third parties or entities through the Services, 6. nor for any content, information, communication, opinion or manifestation of any kind that has its origin in the CUSTOMER or in third parties or entities and that are communicated, transmitted or exhibited through the Services, 7. Neither for the use by third parties and/or the voluntary or involuntary execution by the CUSTOMER of computer programs existing in the Data Services that cause a change in the configuration of the telephone access to networks of the Service itself, causing the temporary or permanent connection through numbers different from those indicated by NEOTEL, such as international network intelligence numbers and/or mobile numbers, which imply a cost to be paid by the CUSTOMER to its telephone operator. NEOTEL shall be solely and exclusively liable for the Service provided by itself and for the contents directly originated by NEOTEL and which, if applicable, are identified with its copyright. Such liability shall be excluded in cases of force majeure, inadequacy of the configuration of the CUSTOMER’s equipment to allow the correct operation and/or use of the Service, as well as any other causes beyond NEOTEL’s control. In no case shall NEOTEL be obliged to repair terminals, telephone or other devices or any other type of computer equipment, which in any case must have their corresponding certificates of homologation and comply with all legal obligations and technical specifications required.
13.-EXCLUSIONS AND LIMITATIONS OF LIABILITY
13.1. The compensations that NEOTEL must make to the CUSTOMER in case of failure of the
13.1. The compensations that NEOTEL shall make to the CUSTOMER in case of failure of the Service shall correspond to the direct and certain damages linked to the failure in question, with express exclusion of the damages for indirect damages, and especially the losses corresponding to the turnover, loss of profits, commercial and moral damages.
13.2. NEOTEL’s possible liability shall be limited to the amount equivalent to one year of the Contract as stipulated as consideration for the provision of these Services.
Except as otherwise expressly provided in the Agreement, NEOTEL does not make and hereby disclaims any other express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose with respect to the Services or any part thereof.
13.4. NEOTEL shall not be liable for any loss or damage resulting from the interruption of the service, as a consequence of legal obligation or mandate from a competent authority.
14.- TERMINATION OF THE CONTRACT OR OF ANY OF THE SERVICES.
14.1 The serious and repeated breach by one of the parties of any of the obligations set forth in the Contract shall entitle the other party to terminate the same under the terms set forth therein and, failing that, such termination shall be effective 30 days after the party in breach has been reliably requested by the party in breach to remedy such breach without the remedy having taken place, without prejudice to the right of the other party to the corresponding compensation for damages and the application of the penalties referred to in paragraph 14. 2 or in the Commercial Proposal. Except in cases of temporary suspension or definitive interruption of the Service due to non-payment or temporary suspension at the request of the CUSTOMER, the effectiveness of this requirement shall be immediate, and the parties shall refrain from claiming the reciprocal obligations arising from the Contract that are generated after the termination of the Service.
Contract that are generated after the date of the requirement, as long as the claim for breach to be formulated by the CUSTOMER is not resolved.
In addition to the causes foreseen in clause 7 above, both for late payment by the CUSTOMER within the period established in the legislation in force, as well as for the repetition of the temporary suspension of the Service due to late payment by the CUSTOMER according to the applicable legislation, may also be terminated in case of termination or termination of NEOTEL’s enabling title for the provision of the Service or loss of the same without fraud or negligence on its part, as well as by cessation of the activities of the corporate purpose, in relation to one of the parties to the Contract, or by serious breach of the CUSTOMER of the obligations arising from this Contract, including the misuse or abusive use of the Service that the CUSTOMER may make. In any of these cases, the CUSTOMER shall not be entitled to any compensation. The termination of the Contract shall not exonerate the CUSTOMER from the payment of the Services used up to the moment of the termination, and in any case, the CUSTOMER may claim from NEOTEL the amounts that have been unduly charged. Out of these cases, NEOTEL shall pay to the CUSTOMER, if applicable, and without prejudice to the applicable damages, the amounts owed by the termination of the Contract.
14.2 Cancellation and Termination of the Contract
The cancellation of the service by the CUSTOMER shall be processed according to the process described in clause 14.2.3.
14.2.1 Cancellation of the Service before the scheduled delivery date If the CUSTOMER cancels the service governed by this contract totally or partially, without cause attributable to NEOTEL, before the scheduled delivery date, NEOTEL reserves the right to claim the totality of the reasonable costs incurred until the date of receipt of the cancellation (even when the installation costs are free or there are discounts on the same) as a consequence of the actions carried out for the future provision of the service to the CUSTOMER.
14.2.2 Cancellation of the Service after activation
Unless otherwise agreed, any total or partial cancellation of the service governed by this contract, except for that indicated in number 14.2.3. regarding the end user, must be requested by the CUSTOMER at least sixty (60) days in advance, by means of the procedure described in point 14.2.4. In the event that the CUSTOMER wishes to cancel, totally or partially, or substantially modify the Service regulated by the contract in question, through unilateral termination without cause attributable to NEOTEL, before the termination term agreed in the contract, NEOTEL reserves the right to apply from the date of termination the percentage or billing, according to the attached table, of the amounts (obtained by adding the fees of the Services for which cancellation is requested, if any, and the average monthly traffic taking as a reference the three months prior to the cancellation date) remaining until the expiration date agreed in the Contract (initial term or extensions).
50% 50% 75%
30% 50% N/A
20% N/A N/A
2 months of
2 months of
2 months of
*If the CUSTOMER decides to cancel all or part of the service regulated by this contract in advance once it has been extended (see clause 2), NEOTEL reserves the right to apply 2 months billing as compensation for the costs incurred by the operator in the process of extending the service. The minimum period for total or partial cancellation of the service, in the event of failure to comply with the 60 days’ notice, shall be 2 working days from the correct cancellation request.
14.2.3 In the case of end users, cancellation shall be subject to the provisions of art. 7 of Royal Decree 899/2009, of 22 May 2009.
899/2009, of 22 May, which approves the charter of rights of the user of electronic communications services. In this case, the subscriber may terminate the contract by notifying NEOTEL’s Customer Service Department at least 2 days in advance.
14.2.4 Process for requesting cancellations
For the request of any cancellation indicated in clauses 2 and 13 of this contract, the CUSTOMER shall follow the process described below:
1.-Sending a request via email to the following address: firstname.lastname@example.org.
2.-In said request must clearly indicate: Company name, NIF, photocopy of the DNI of the signatory of the contract or legal representative of the CUSTOMER, commercial name of the service to be cancelled (consult invoice or contract) and complete address of the office where the service to be cancelled is located.
Once the administrative data of the CUSTOMER have been validated and the service indicated in the request has been univocally identified, NEOTEL will send the CUSTOMER the confirmation of the cancellation request. Such request shall include, in addition to the administrative data, the effective date of cancellation and the associated reference number or internal code.
In case of not being in agreement with the content of the cancellation request, the CUSTOMER shall have three working days to communicate his/her disagreement by the same means indicated in number 1 above. Once this term has elapsed, the conditions of the cancellation shall be considered as accepted according to the previous number.
NEOTEL will consider as effective starting date for the processing of the cancellation of the services the moment in which it has all the information univocally identified, necessary to initiate said process.
14.3. Outgoing portability The CUSTOMER is obliged to communicate to NEOTEL its request for portability of the service to another provider, by email to email@example.com or to the customer service telephone number 952641034. In case of not proceeding with such communication, NEOTEL shall not be liable for the delay in the processing of such portability request.
15.- MODIFICATION OF THE CONTRACT.
15.1. The Service Agreement may be modified in accordance with the applicable regulations. The Agreement and its Terms and Conditions, including the financial terms of the Service, may be modified by
Service, may be modified by NEOTEL at any time, prior communication to the CUSTOMER with a notice of one month if it is affected. In any case, the CUSTOMER may obtain detailed information through the Customer Service Department. If the CUSTOMER does not agree with the new contractual conditions, he/she may terminate the Contract (according to the procedure indicated in article 13) by notifying NEOTEL, up to a maximum of fifteen days before the effective date of the aforementioned modifications, without any penalty. Otherwise, it shall be understood that the CUSTOMER accepts the modifications.
15.2. In the case of end-users, the modifications to the contract shall be subject to the provisions of art. 9 of the
Royal Decree 899/2009, of 22 May, which approves the charter of rights of the user of electronic communications services, and the end user may communicate his will to terminate the contract due to the modification, at any time within one month of being notified of the contractual modifications.
16.- CORRECT USE OF THE SERVICES.
16.1. As an essential condition for the provision of the Service by NEOTEL, the CUSTOMER undertakes to make a reasonable use of the Service under the principle of good faith and with respect to the law in force, morality, public order, good customs, the rights of third parties or of NEOTEL itself, as well as the contents of these General Conditions. The CUSTOMER undertakes to respect the restrictions of use that NEOTEL may determine for each of the Services. The use of Data through NEOTEL’s Services for illegal or unauthorized purposes shall be strictly prohibited, and specifically, but not limited to:
any form of violation of the rights of third parties, 2. actions (including the introduction of viruses or similar) that cause or may cause damage, alterations and/or unauthorized overloading of the contents, the services provided by NEOTEL or by third parties, the equipment and/or computer programs including the files and documents contained therein whether belonging to NEOTEL, other NEOTEL CUSTOMERS, or third party service providers,
alter or intervene by fraudulent means, personal web pages or e-mails, systems of other users or third parties without their authorization, send messages using a false identity and/or camouflage in any way the origin of the message,
send electronic communications not expressly requested by the addressees or not previously and expressly authorized by them,
send electronic communications with massive and/or repetitive character (spam),
publish, divulge, send, advertise or distribute (including personal pages, FTP space and/or web space hosted on NEOTEL’s servers), directly or through links, any material, matter or information with illegal, obscene, pornographic, violent, abusive, defamatory, xenophobic, degrading, misleading, contrary to law, morality or public order contents, that induce or advocate dangerous, violent, risky or harmful to health practices, are protected by intellectual and/or industrial property rights of third parties or violate the rights to personal and family privacy and/or the right to one’s own image, without the CUSTOMER having obtained prior, written and legitimate authorization from the owner.
The CUSTOMER undertakes to use such information exclusively for personal use, and not to directly or indirectly carry out a commercial exploitation of the services to which it has access, or of the results obtained through the use of the Service, unless express and written authorization of NEOTEL has been obtained.
16.2. In case of non-compliance with the provisions herein,
NEOTEL may, at its sole discretion and without giving rise to any indemnity or compensation, immediately suspend or cancel the provision of the Service and, if applicable, remove the contents that could be illegal. The CUSTOMER expressly consents that, subject to the provisions of the Law, and in cases of justified claims from third parties, NEOTEL may disclose the CUSTOMER’s personal data to the police, administrative and/or judicial authorities so that they may exercise the actions that may be applicable by Law. NEOTEL does not assume any responsibility derived from the misuse of the Services made by the CUSTOMER or third parties. The CUSTOMER shall be the sole and exclusive responsible for the damages that may be caused by breach of the legislation in force or of the obligations assumed under these General Conditions, consequently, the CUSTOMER shall protect and hold NEOTEL harmless against any judicial or extrajudicial claim related to breaches of the provisions of these General Conditions, or the legislation in force, as well as any expense, damage, charge or obligation of NEOTEL or third parties, caused by such breach. In any case, if NEOTEL is sued and is forced to appear in the process, NEOTEL may repeat any amount derived from such claim (by way of example, fines, indemnifications, legal expenses, lawyers’ and attorneys’ fees) to the CUSTOMER.
17.- SAFEKEEPING AND CUSTODY OF ACCESS CODES.
According to the technical characteristics of the specific
Service, NEOTEL may require from the CUSTOMER the use of a
CLIENT Code (login) and/or a password, as well as any other encryption or identification system of the CLIENT user to use the specific Service. The
CLIENT has the duty of safekeeping and custody of the aforementioned keys or passwords, and therefore must keep them in the strictest and absolute confidentiality. Consequently, the CUSTOMER shall be solely and exclusively liable for damages, expenses for use of the Service by third parties and consequences that may arise from the loss, theft, disclosure to third parties, or breach of the obligations of safekeeping and custody assumed by the CUSTOMER. The CUSTOMER is responsible for the expenses incurred through the line contracted with NEOTEL.
18.- TECHNOLOGICAL MODIFICATIONS. REGULATORY NORMS.
CUSTOMER understands and accepts that the telecommunications Services to be provided pursuant to this Agreement are subject to laws and regulations that may change. The CUSTOMER accepts, therefore, that the Service may be modified, delayed or even deleted, being NEOTEL exempt from any liability if a legal or regulatory provision so requires. However, NEOTEL shall inform the CUSTOMER of these aspects as soon as it becomes aware of them and shall try to affect as little as possible the provision of the Service. In any case, NEOTEL shall have the right to introduce as many changes in the systems and facilities of the CUSTOMER and/or in its own networks as required by law and/or to maintain and/or improve the technical quality of the Service (as long as these changes do not imply modifications in the essential aspects of the contracted Service), and in these cases the CUSTOMER shall be previously informed.
19.-INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.
All the contents (including images, photographs, drawings, logos, sounds, music or any other form of communication) accessible through the contracted Services are subject to the intellectual and industrial property rights of NEOTEL itself or of third party owners thereof. In no case does the provision of such Services by NEOTEL imply any type of waiver, transmission or total or partial assignment of such rights, specifically, the access by the CUSTOMER to such contents through the Services does not grant the CUSTOMER any right of use, transformation, exploitation, reproduction, distribution, public communication or fixation of such contents without the prior, written and express authorization specifically granted for such purpose by NEOTEL and/or the third party holder of the affected rights, except for the right of the CUSTOMER to visualize and obtain a private security copy in its computer equipment of such contents, provided that such right is exercised according to the principles of good faith and that in any case the copyright and other data identified of the rights of NEOTEL or third party holders of such rights over such contents are kept unaltered in the eventual private security copy.
Likewise, the CUSTOMER declares and guarantees that, in relation to the contents that he/she transmits through the Service or integrates in the web page, search engines, and/or files, it will be his/her exclusive responsibility to obtain as many authorizations and licenses as necessary for the legitimate integration of such contents, respecting the property rights that third parties or companies may hold over such contents. Therefore, the CUSTOMER undertakes to immediately and automatically assume any claim directed against NEOTEL, for such concept, assuming all costs, expenses and indemnities arising against NEOTEL due to such claim.
20.- CUSTOMER’S LIABILITY.
20.1 In order to provide the Service punctually and efficiently, the CUSTOMER shall ensure that NEOTEL shall have access to the information of the same that it may reasonably require from time to time, and shall keep NEOTEL informed of all material developments or proposals in relation to the CUSTOMER’s business and operations as long as they may affect the Service. From time to time, NEOTEL will require the CUSTOMER to promptly make or approve decisions regarding the Service. The Services offered by NEOTEL will depend on the accuracy of the information provided by the CUSTOMER. The CUSTOMER understands that if the information provided by the CUSTOMER is not accurate this could adversely affect the provision of the Service and the prices of the Service.
20.2. In the cases in which it is applicable by virtue of the legislation in force, it shall be the exclusive responsibility of the CUSTOMER to obtain as many permits, authorizations, licenses; as well as to comply with any other legally established requirement, such as the registration in public registries enabled for such purpose; which are necessary for the development of its activity. NEOTEL shall not have any responsibility for the breach by the CUSTOMER of any legal obligation at its charge, and may even proceed to the suspension or cancellation of the service and/or termination of the contract when it is aware of such breach, without the right to indemnification by the CUSTOMER.
CONTRACTING OF EQUIPMENT.
The CUSTOMER may contract several categories of equipment, depending on the type of service contracted, being able to add new equipment for specific projects. The modality of contracting the equipment shall be by means of sale or rental. In the event that the CUSTOMER chooses to purchase the equipment, the total amount of the equipment will be invoiced as an additional concept to the contracted services. The CUSTOMER may additionally contract the maintenance of the equipment with NEOTEL prior agreement in the Specific Conditions of the contracted service or in the Specific Commercial Offer, this concept will be invoiced in addition to the contracted services. The equipment shall have the legally established warranty. In the event that the CUSTOMER chooses to lease the equipment, NEOTEL shall invoice monthly the rental fee of the same as a monthly concept of the service, unless such lease is part of a standard package of services contracted for such purpose by the Customer. The Client shall in any case be subject to the following obligations:
The CUSTOMER may not exploit, transfer or assign the equipment object of the contract, and must make use of the same exclusively for the purposes and under the terms established in the contract. The CUSTOMER may not alter the leased equipment located at their locations, as well as connect to the same equipment that is not appropriate and/or approved. The CUSTOMER undertakes to condition, with sufficient time and the minimum requirements, including among others the electric supply, the premises where the equipment will be located, requirements and conditions of conditioning that will be previously communicated by NEOTEL to the CUSTOMER. The CUSTOMER undertakes to facilitate the access of NEOTEL’s personnel to the building where the connection is located for the purposes of installation, maintenance and removal, as the case may be, of the installations due to cancellation of the service. The CUSTOMER shall be subject to all those obligations derived from the applicable law and those contained in this contract.
Upon termination of this Agreement, the CUSTOMER shall return the equipment within a maximum period of ONE month from the date of termination. For its part, NEOTEL shall assume the following obligations:
NEOTEL undertakes to carry out the installation of the equipment at the location of the CUSTOMER, if applicable, within the term agreed in the service contract, except for those cases in which extraordinary circumstances or circumstances beyond NEOTEL’s control occur that prevent the installation of the equipment on the aforementioned date, as well as in the event that the CUSTOMER requests a modification or additional equipment before the date scheduled for its installation, NEOTEL shall contact the CUSTOMER to communicate the new installation date.
NEOTEL will manage, install, operate and maintain the equipment for traffic routing, and will guarantee the correct operation of the service.
NEOTEL shall bear the costs of installation and activation of the service, included in the registration fee.
NEOTEL shall carry out all its interventions at the CUSTOMER’s site during working hours (Monday to Friday from 9 am to 6 pm), unless due to an emergency or Force Majeure, an immediate intervention is required.
The CUSTOMER may use its own equipment for the use of certain services as long as it is in accordance with NEOTEL’s instructions, and it must be technically compatible with the service for which it is intended and be approved or homologated in accordance with the applicable regulations in force, being the CUSTOMER responsible for the damages caused by the breach of the provisions of this clause.
The knowledge and other information transmitted in this contract, in the Commercial Offer and other attached documents constitute NEOTEL’s and/or its corporate group’s own confidential information and its protection is of the utmost importance. Excluded are those that are previously part of the public domain. Therefore, the CUSTOMER and other recipients of such information assume the obligation to keep it confidential, adopting the appropriate measures to ensure that such confidential information may not be disclosed, manipulated, copied, reproduced or made available to third parties, except with the express consent of NEOTEL, during the term of this contract and thereafter. The injured party as a consequence of any breach of confidentiality of the aforementioned information shall be entitled to claim the corresponding compensation for damages without prejudice to the legal actions that may correspond to it.
In the event that any provision of this document is deemed void, the remainder of this document shall remain in full force and effect.
The failure of NEOTEL to exercise any right or provision contained herein shall not constitute a waiver thereof, unless expressly acknowledged in writing by NEOTEL. All communications or notifications to be made by NEOTEL may be sent by e-mail to the mailbox owned by the CUSTOMER informed in this contract. The CUSTOMER accepts as valid all those communications sent by NEOTEL by means of e-mail with notarized certificate to the e-mail address provided by the CUSTOMER.
24.- CONTRACTUAL INFORMATION
24.1. In accordance with art. 8.m) of the Royal Decree
899/2009, of May 22, by which the letter of rights of the user of the electronic communications services is approved, the contractual information foreseen in art. 12 of the mentioned Royal Decree, will be accessible in the web address https://www.neotel2000.com/infocontratos.
25.- ORDER OF PRIORITY.
If there are incompatibilities or contradictions between the different Contracting Conditions of the Service Contract, the Service Contract shall prevail over the Specific Conditions and the latter over these General Conditions.
26.- APPLICABLE LEGISLATION AND LEGAL REGIME.
Any dispute arising in connection with the interpretation or execution of this Agreement shall be resolved, in the first instance, by mutual agreement between the parties. If such agreement is not obtained, the contracting parties expressly waive any jurisdiction that, in accordance with the regulations in force, may correspond to them to hear any litigious issues arising from the same, being subject to the jurisdiction of the Courts and Tribunals of the city of Malaga. The CUSTOMER contracts with NEOTEL subject to the regime established at any time by the Spanish legislation in force for the provision of the Services offered by NEOTEL. The updated version of the General Conditions is available at NEOTEL’s Customer Portal or through its personal Manager. The declaration of any of these General Conditions as void, invalid or ineffective shall not affect the validity or effectiveness of the other General Conditions, which shall remain binding on the parties. The Contract shall be governed by Spanish law which shall be applicable in relation to its interpretation, validity and performance.