Terms &
Conditions

Agreement & Acceptance

These Terms apply to the use of voipbird.com and, where expressly
referenced or incorporated into a commercial document issued by
VOIPBIRD IT SERVICES CO. (“VOIPBIRD”, “we”, “us” or “our”), to the
services supplied to the customer (“Customer”, “you” or “your”).

A signed agreement, accepted quotation, statement of work,
purchase order accepted by VOIPBIRD or other written commercial
agreement may contain additional or different terms. In the event
of inconsistency, the specifically negotiated written agreement
shall prevail to the extent of that inconsistency.

By ordering, accepting, accessing or continuing to use the
applicable Services, the Customer confirms that it has authority
to bind the relevant business entity and agrees to the applicable
contractual terms.

Scope of Services

VOIPBIRD provides technology and professional services which may
include, without limitation:

• 3CX, PBX, SIP and call-centre solutions;
• DNCR screening, integrations, automation and reporting;
• custom dashboards, reporting and analytics;
• CRM integrations and workflow automation;
• call recording, transcription and quality-management solutions;
• servers, cloud infrastructure, networking, cybersecurity,
  firewalls and related infrastructure;
• managed IT, monitoring, maintenance and technical support;
• software development, integrations and APIs; and
• hardware, licences, subscriptions and third-party technology.

The exact scope, deliverables, exclusions, assumptions, pricing
and implementation responsibilities for a project are determined
by the applicable quotation, statement of work or other written
agreement.

Customer Responsibilities

The Customer is responsible for ensuring that its use of the
Services is lawful and appropriate for its business activities.

The Customer shall:

• provide accurate technical, operational and commercial information;
• maintain all licences, approvals, authorisations and permissions
  required for its activities;
• provide timely access to systems, premises, credentials, networks
  and authorised personnel where reasonably required;
• maintain appropriate internal policies and staff procedures;
• protect credentials and administrator access;
• ensure that Customer Data has been lawfully obtained and may be
  lawfully processed; and
• not intentionally disable, circumvent or bypass compliance,
  security or access-control measures implemented as part of the
  Services.

VOIPBIRD is not responsible for delays, failures or additional
costs caused by incorrect information, lack of access, unsupported
equipment, Customer-side infrastructure, delayed approvals or
unauthorised changes made by the Customer or another third party.

DNCR & Telemarketing Compliance

Where VOIPBIRD provides or integrates DNCR-related functionality,
the Customer remains responsible for determining whether a
particular communication or marketing activity is lawful.

The Customer is responsible for all telephone numbers, lead lists,
customer databases, marketing data and operational instructions
submitted to or processed through its systems.

The Customer shall not knowingly circumvent, disable, bypass or
misuse a DNCR check, blocking rule or other compliance safeguard.

External DNCR / API Availability

DNCR and compliance functionality may depend upon external
telecommunications, API, regulatory or third-party systems.
VOIPBIRD does not warrant that third-party information or services
will at all times be available, complete, current or error-free.

Where an external DNCR or API service is unavailable, delayed or
returns an error or inconclusive response, the Customer must apply
its own approved compliance process and must not assume that a
number may lawfully be contacted merely because a technical check
could not be completed.

Telemarketing Operations

The Customer is solely responsible for maintaining the approvals,
processes, staff training, calling practices, consumer-preference
controls, record keeping and other measures required for its
telemarketing activities.

3CX, PBX & Communications Systems

VOIPBIRD may design, configure, install, migrate, host, integrate,
maintain or support 3CX, PBX, SIP, contact-centre and related
communications systems.

Unless expressly agreed otherwise, VOIPBIRD is a technology
integrator and service provider and is not the Customer’s
telecommunications carrier.

Availability and performance may depend on telecommunications
operators, internet connectivity, SIP providers, cloud
infrastructure, software vendors, hardware manufacturers and other
third parties outside VOIPBIRD’s control.

Multi-Location and Cross-Border Use

A PBX or cloud communications system may technically permit use
from different offices, countries, networks or devices. Technical
capability does not constitute confirmation that such use is
lawful in every jurisdiction.

The Customer is responsible for determining whether use of VoIP,
telecommunications, caller identification, recording, encryption,
remote access and related functionality is permitted in every
location in which it chooses to use the system.

Customer Changes

VOIPBIRD is not responsible for failures, regulatory breaches,
security incidents or service interruptions resulting from
unauthorised or unsupported changes to PBX configuration, SIP
trunks, dialling rules, firewalls, network settings, credentials,
DNCR rules, CRM integrations, APIs, servers or other components.

Call Recording, Monitoring & Analytics

Where call recording, transcription, quality monitoring,
speech analytics or similar functionality is activated, the
Customer is responsible for determining the lawful basis for such
processing and for providing notices, obtaining consents where
required, restricting access and establishing appropriate
retention periods.

VOIPBIRD’s technical activation of recording or monitoring
functionality does not constitute a legal determination that
recording is lawful in the Customer’s particular circumstances.

Data Protection & Security

The Customer remains responsible for determining the lawful
purpose and legal basis for personal data collected or used
through Customer systems.

Where VOIPBIRD processes personal data solely to implement,
operate, maintain, host or support a Customer solution, such data
will be processed for the purpose of delivering the contracted
Services and subject to applicable law and the applicable
agreement.

The Customer shall not disclose or provide VOIPBIRD with data that
the Customer is not legally authorised to collect, use, disclose
or otherwise process.

Website visitors should also review the VOIPBIRD Privacy Policy, which explains how information submitted through the website is handled.

No internet-connected or technology system can be guaranteed to be
completely secure. VOIPBIRD will implement the security measures
expressly included in the applicable scope but does not warrant
absolute security against all possible attacks, vulnerabilities
or third-party acts.

Third-Party Products & Services

Third-party products, licences and services remain subject to the
applicable vendor’s terms, licensing policies, acceptable-use
rules, lifecycle, availability and technical limitations.

VOIPBIRD is not responsible for a third party’s outage,
discontinuation, API modification, pricing change, licensing
change, policy change or decision to restrict or terminate a
product or service.

Where reasonably practicable and covered by the applicable
support agreement, VOIPBIRD may assist the Customer in liaising
with the relevant supplier.

Support, Maintenance & Availability

Support response times are targets unless expressly designated as
binding service levels in a signed SLA.

Resolution times depend upon the nature of the incident and may
depend upon Customer access, third-party vendors, replacement
hardware, telecommunications operators, software providers,
internet connectivity or cloud services.

Planned maintenance, emergency maintenance, cybersecurity events
and circumstances beyond VOIPBIRD’s reasonable control may affect
availability.

Services outside the agreed support scope, including significant
changes, migrations, new integrations, development and project
work, may be separately chargeable.

Payment Terms & Overdue Accounts

10.1 Due Date

Unless otherwise specified in an accepted quotation, invoice,
purchase order, statement of work or other written agreement,
VOIPBIRD invoices are due within thirty (30) calendar days from
the invoice date.

The Customer shall pay all undisputed invoiced amounts in full
without deduction, withholding, counterclaim or set-off except
where required by applicable law.

10.2 Invoice Disputes

A genuine invoice dispute should be notified to VOIPBIRD in
writing within seven (7) calendar days after receipt of the
invoice, together with reasonable details explaining the disputed
amount.

The Customer must pay all undisputed portions by the original due
date. A dispute concerning one invoice or item does not entitle
the Customer to withhold unrelated or undisputed payments.

10.3 Overdue Accounts

Failure to pay an undisputed invoice by its due date constitutes
a payment default.

Where an account becomes overdue, VOIPBIRD may issue payment
reminders or formal notices and may require the Customer to bring
the account current before accepting additional work.

10.4 Suspension for Non-Payment

Subject to applicable law and any specific contractual notice
requirements, VOIPBIRD may suspend or restrict continuing Services
where undisputed invoices remain unpaid.

This may include suspension of:

• technical support and remote assistance;
• maintenance and monitoring;
• development and change requests;
• hosting or infrastructure managed directly by VOIPBIRD;
• licence-management services;
• new installations, migrations and project work; and
• other continuing services within VOIPBIRD’s reasonable control.

Suspension does not release the Customer from amounts already due
or from continuing committed charges that cannot reasonably be
cancelled.

10.5 Long-Outstanding Accounts

Where an undisputed amount remains unpaid for more than sixty
(60) days, VOIPBIRD may place the Customer on credit hold and may
require full settlement of outstanding amounts before further
non-emergency work is performed.

Where an undisputed amount remains unpaid for more than ninety
(90) days, VOIPBIRD may, subject to applicable law and any
contractual notice requirement, terminate the affected Services or
agreement.

Termination does not extinguish payment obligations accrued prior
to termination.

10.6 Future Credit Terms

Following repeated late payment or material payment default,
VOIPBIRD may require revised commercial terms for future work,
including advance payment, deposits, shorter payment periods,
credit limits or payment before delivery.

10.7 Third-Party & Recurring Charges

Suspension or termination of VOIPBIRD support does not
automatically cancel third-party licences, subscriptions, cloud
resources, telecommunications services, SIP services, hardware
commitments or other products already ordered or activated.

The Customer remains responsible for such charges until valid
cancellation becomes effective in accordance with the applicable
vendor terms and contractual notice period.

10.8 Delay Interest & Recovery Costs

Where permitted by applicable law and the applicable agreement,
overdue commercial amounts may attract delay interest or other
compensation from the applicable maturity date until payment.

VOIPBIRD may also seek recovery of reasonable collection, legal
and enforcement costs to the extent such amounts are recoverable
under applicable law or contract.

10.9 Cancellation & Refunds

Cancellation and refund eligibility depends upon the relevant
quotation, project, licence, subscription, hardware order or
statement of work.

Once professional services, development, configuration,
implementation or migration work has commenced, amounts
attributable to work already performed may be non-refundable to
the extent permitted by applicable law.

Third-party licences, subscriptions, domains, telecommunications
resources, cloud resources and specially procured hardware may be
non-cancellable or non-refundable once ordered or activated,
subject to applicable law and supplier terms.

Approved refunds will ordinarily be made using the original
payment method unless another method is required or permitted by
applicable law.

10.10 Accepted Payment Methods

Where online or card payment is offered, VOIPBIRD may accept Visa, Mastercard and UnionPay through its approved banking or payment-processing providers. Available methods may vary by invoice, transaction, issuing bank and payment channel. Unless stated otherwise in the applicable quotation or invoice, charges are presented in United Arab Emirates dirhams (AED).

10.11 Service Delivery & Fulfilment

Services and deliverables will be supplied in accordance with the accepted quotation, order form, statement of work or other written agreement. Unless a binding milestone is expressly agreed in writing, delivery and completion timeframes are estimates. Professional work may begin only after VOIPBIRD receives any required deposit or payment, customer approvals, technical access, information and dependencies needed to perform the work.

Digital licences and subscriptions are subject to vendor availability, provisioning and confirmation. Hardware delivery is subject to stock availability, supplier lead times and applicable logistics or customs processes. Delays caused by missing customer information, access, approvals, third-party systems or changes in scope may extend the delivery schedule and may result in additional charges where agreed with the customer.

10.12 VAT, Currency & Third-Party Charges

Unless expressly stated otherwise, prices are quoted in United Arab Emirates dirhams (AED) and exclude Value Added Tax (VAT), which will be applied as required by UAE law. Bank charges, foreign-exchange costs, payment-provider charges and third-party fees are the customer’s responsibility unless the applicable quotation or written agreement states otherwise.

10.13 Payment Verification

A payment is not treated as final until it has been successfully confirmed by VOIPBIRD’s bank or approved payment provider. VOIPBIRD may request reasonable information to verify a transaction and may decline, suspend or reverse a transaction reasonably suspected to be unauthorised or fraudulent, subject to applicable law and the rules of the relevant bank or payment provider.

Intellectual Property

Unless otherwise agreed in writing, VOIPBIRD retains ownership of
its pre-existing software, frameworks, methodologies, templates,
dashboards, automation logic, documentation, know-how and other
intellectual property.

Payment for implementation or configuration does not transfer
ownership of VOIPBIRD’s underlying reusable technology unless
expressly stated in a signed agreement.

Third-party products remain the intellectual property of their
respective owners and are subject to their applicable licence
terms.

Confidentiality

Each party shall use reasonable measures to protect confidential
business, commercial and technical information received from the
other party and shall use such information only for legitimate
purposes connected with the Services.

Confidentiality obligations do not apply to information that is
lawfully public, independently developed, lawfully received from
another source, or required to be disclosed by applicable law or
a competent authority.

Warranties & Limitation of Liability

VOIPBIRD will perform professional services using reasonable care
and skill consistent with the agreed scope.

Unless expressly stated in writing, VOIPBIRD does not warrant
that a technology service will be uninterrupted, error-free,
immune from cybersecurity events or suitable for every purpose or
jurisdiction.

To the maximum extent permitted by applicable law, neither party
shall be liable to the other for indirect, incidental, special or
consequential loss, including loss of profit, revenue, anticipated
savings, business opportunity or reputation.

Subject to liabilities that cannot lawfully be excluded or
limited and unless a signed agreement provides otherwise,
VOIPBIRD’s aggregate liability arising from a particular Service
shall not exceed the fees actually paid to VOIPBIRD for that
Service during the twelve (12) months immediately preceding the
event giving rise to the claim.

Nothing in these Terms excludes or limits liability where such
exclusion or limitation is prohibited by applicable law.

Customer Indemnity

To the extent permitted by applicable law, the Customer shall
indemnify VOIPBIRD against third-party claims, regulatory
complaints, penalties, losses, costs and reasonable expenses
arising from:

• the Customer’s unlawful or unauthorised use of the Services;
• the Customer’s telemarketing or marketing activities;
• deliberate circumvention of DNCR or compliance controls;
• unlawful recording or monitoring;
• misuse of caller identification or telecommunications systems;
• Customer Data supplied without lawful authority; or
• instructions provided to VOIPBIRD that violate applicable law.

This provision shall not apply to the extent that a claim is
finally determined to have resulted directly from VOIPBIRD’s own
breach of applicable law or contractual obligations.

Suspension & Termination

In addition to suspension for payment default, VOIPBIRD may
suspend affected functionality where reasonably necessary to:

• protect the security or integrity of systems;
• prevent suspected unlawful or abusive use;
• comply with law or a competent authority’s direction;
• prevent material harm to VOIPBIRD, consumers or third parties; or
• address a material contractual breach.

Where reasonably practicable and legally permitted, VOIPBIRD will
provide appropriate notice of a material suspension or
termination.

Regulatory Cooperation

VOIPBIRD may preserve or disclose records, configuration
information, technical logs, account information or other
information where reasonably necessary to comply with applicable
law, a lawful order or a valid request from a competent
governmental, judicial, regulatory or law-enforcement authority.

Where legally permitted and reasonably practicable, VOIPBIRD may
notify the affected Customer of such a request.

Customers shall cooperate with lawful investigations concerning
their use of the Services.

Governing Law & Jurisdiction

These Terms and any contractual or non-contractual obligations
arising out of or in connection with them shall be governed by the
applicable laws of the United Arab Emirates.

Subject to any mandatory jurisdiction imposed by applicable law
and any different dispute-resolution provision contained in a
signed agreement, the courts of Dubai, United Arab Emirates shall
have jurisdiction over disputes arising from or relating to these
Terms or the Services.

General Provisions

Changes

VOIPBIRD may update website terms from time to time. Material
changes applicable to an existing contracted Service will apply
subject to the relevant agreement and applicable law.

Severability

If any provision is held to be invalid or unenforceable, the
remaining provisions shall remain in effect to the extent
permitted by law.

No Waiver

Failure or delay in exercising a contractual right does not
constitute a waiver of that right.

Entire Agreement

The applicable quotation, statement of work, accepted order,
service agreement and incorporated terms constitute the agreement
between the parties concerning the relevant Services and supersede
prior discussions concerning the same subject matter.

Electronic Communications

The parties may communicate commercially through email and other
agreed electronic channels. Electronic quotations, approvals,
notices and records may be relied upon to the extent permitted by
applicable law.

Contact

Questions concerning these Terms may be sent to:

VOIPBIRD IT SERVICES CO.

Dubai, United Arab Emirates

info@voipbird.com