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.

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.

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