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| 17. |
a) |
The Member shall take all reasonable precautions to protect the confidentiality of the Passwords issued by Voiztalk. |
b) |
The Member shall be responsible for all acts of unauthorized or unlawful use of Password(s) and to pay for all voice calls arising from such use. |
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| 18. |
Charges shall be calculated by reference to Voiztalk’s detail records which shall be deemed accurate, final and conclusive evidence for the purpose of ascertaining Charges and not by any calculations apparatus or means used by the Customer.
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| 19. |
a) |
Charges shall be based on Voiztalk ‘s latest rate charts. The Member agrees to be bound by the ‘Rate Chart’ provided by Voiztalk from time to time and agrees that VOIZTALK shall have the absolute and sole discretion in determination of the said rate. Latest rate tables shall be applicable immediately after posted on www. Voiztalk.com. |
b) |
Voiztalk shall have the right at any time to amend the rates contained in the Rate Chart at its discretion where deem fit. |
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| 20. |
a) |
Member shall prepay Voiztalk for all Charges and fees where applicable. In amplification and not in derogation to these Terms and for all intent and purposes Voiztalk shall have absolute and sole discretion in determination of such prepayment. Member undertakes to strictly adhere to any Member Guidelines set by Voiztalk from time to time to facilitate such prepayment. Member shall maintain sufficient Credit Amount by pre-payment top-up for charges in the Member Account. |
b) |
In amplification and not in derogation to any of these Terms Voiztalk reserves the sole and absolute right to withhold activation or suspend or terminate the Member’s Account at any time without prior notice if :- |
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i) |
pre-payment deposit (s) made by the Member is pending confirmation of clearance from either Voiztalk’s Finance Department or Voiztalk’s bankers immaterial whether such payment are towards Subscription Fees or Charges or any other amount payable; |
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ii) |
pre-payment deposit (s) made by the Member is insufficient or not in accordance to these Terms or Member’s Guidelines posted by Voiztalk on ; |
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iii) |
the Member is in breach of Clause 20(a) or Clause 20(c) or Clause 37 |
c) |
Member acknowledges and agrees that Subscription Fees and Charges are exclusive of any applicable taxes, tariffs, levies and surcharges which shall be payable by the Member. Member undertakes to forthwith pay Voiztalk or its billing agent such applicable taxes, tariffs, levies and surcharges within (7) seven days of such amount debited by Voiztalk into the Member’s Account.
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| d) |
Voiztalk may at its sole discretion set-off against or deduct from any sum of money due to the Member under these Terms or any other contract with any sum which is due and payable by the Member. Exercise by Voiztalk of its rights under this clause shall be without prejudice to any other rights or remedies available to Voiztalk under these Terms, or otherwise howsoever, at law or in equity.
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| 21. |
Voiztalk shall be entitled to levy late payment charges at three per cent (3%) per month above prime interest imposed by the three largest banks in the Jurisdiction or such other rate as notified by Voiztalk and / or Voiztalk’s billing agent (“ Prescribed Rate”) on any amount not paid ( unpaid amount without limitation includes Subscription fees , Charges , applicable taxes, tariffs , levies and surcharges ) until such time that such outstanding amount is fully settled. Member agrees that the rate of late payment charges is reasonable compensation in the event of delay/default in payment and that the Member shall not put Voiztalk to proof such compensation.
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| 22. |
a) |
Voiztalk may suspend or terminate the Member Account and Member’s access to all or part of the Voiztalk with immediate effect if: - |
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i) |
In the sole opinion of Voiztalk, Member have breached any of these Terms (including without limitation Clauses 20, Clause 24 and Clause 27); |
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ii) |
Member have at any time provided any false or incomplete information to Voiztalk; |
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iii) |
In the sole discretion of Voiztalk, Voiztalk suspects that the Member Account has been accessed in an unauthorized manner or that the security of Member Account has been compromised in any way; |
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iv) |
in the opinion of Voiztalk or any regulatory authority, it is illegal or not in the public interest to continue providing the Voiztalk to the Member for any reason whatsoever; |
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v) |
Member dies or are declared a bankrupt; |
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vi) |
In the sole discretion of Voiztalk, to repair, maintenance or improve the Voiztalk; |
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vii) |
In the sole discretion of Voiztalk, Voiztalk decides to shut down or terminate all or part of ; or |
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viii) |
Voiztalk chooses to do so at its sole convenience. |
| b) |
Voiztalk also reserves the right to shut down or terminate all or part of the Voiztalk, in its sole discretion and for its own reasons. |
| c) |
Notwithstanding and regardless of any or all other Clauses herein , Voiztalk reserves the right at any time (in its absolute discretion and without giving notice thereof to the Member or assigning any reason therefore) to restrict or limit Member’s usage/access of Voiztalk or to refuse or otherwise withhold usage/access to Voiztalk and all privileges whether permanently or temporarily or forthwith to determine the Member’s usage/access of Voiztalk and to withdraw all privileges whether attached to the Voiztalk or otherwise, and further the right to circulate to any interested persons notice of such privileges being withdrawn. |
| d) |
In the event of termination of the Member Account for whatsoever reason, Voiztalk shall not be liable to the
Member or any third party for the Member or any third party’s failure to access or use any or all part of Voiztalk and any consequence arising from such failure to access or use, all or part of the Voiztalk. |
| e) |
Upon the termination of Voiztalk Service, the Member shall have no further right or claim of whatsoever nature against Voiztalk and the Member shall be forthwith liable to Voiztalk and/or its billing agent for all Subscription Fees(if any), Charges (if any) , applicable taxes, tariffs, levies and surcharges up to and including the date of termination. |
| f) |
Member shall terminate the Member Account at any time by giving seven (7) days notice by way of prepaid Registered Post provided Subscription Fees paid in advance shall be non-refundable. However, Member’s continued use of the Voiztalk is deemed to be continued acceptance of these Terms and the Member shall be bound by them. |
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| 23. |
a) |
Member shall not access or use the Voiztalk Services in any manner which is in violation of the law or which infringes these Terms or which in the opinion of Voiztalk may adversely affect the use of the Voiztalk Services by other Customers or the efficiency or security of the Voiztalk as a whole. The Member shall comply with any directions as to the manner of using the Voiztalk Services given to it either in writing or posted on from time to time. |
| b) |
Member shall be solely responsible for the set-up, configuration or compatibility of Member hardware, equipment and software for access to the Voiztalk Services, following such directions, instructions and notices that may be given by Voiztalk and shall provide at Member’s own expense all facilities or resources necessary for such proper access to Voiztalk Services including without limitation power points, electricity, conduits, pipes, accesses, licenses, or easements. |
| c) |
Member shall comply with the rules of any network through which Member access the Voiztalk Services. |
| d) |
Member shall be solely responsible for all messages, data and information the Member retrieve, store and transmit through the Voiztalk Services. |
| e) |
Member shall access Voiztalk Services, and where so necessary, access Voiztalk Services via Member’s Account, by using the Member’s Voiztalk Member Name and/or password; |
| f) |
Member shall notify Voiztalk if there is any change in Member’s supplied personal particulars;
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| g) |
Member shall take all such measures and steps as may be necessary (including but not limited to changing Member’s password from time to time) to protect Member’s password and to prevent unauthorized use of Member’s Account or unauthorized disclosure of Member’s password; |
| h) |
Member shall notify Voiztalk if Member become aware of or reasonably believe that there is any unauthorized use of Member Account or any other breach of security, and to co-operate with Voiztalk in all such investigations; |
| i) |
Member shall obtain the prior written approval of Voiztalk if Member reasonably contemplate using Voiztalk Services for any activity would or is likely to generate a change in traffic in excess of Member’s normal usage and/or is likely to interfere with the usage of Voiztalk Services by other Customers; |
| j) |
Member shall allow Voiztalk access to all facilities, materials and resources under Member’s control for inspection, audit and provision of Voiztalk Services and comply with all reasonable instruction and requests from Voiztalk concerning the Voiztalk Services; |
| k) |
Member shall comply with and shall not contravene all applicable laws, regulations and directives including, without limitation, the laws of the Jurisdiction, relating to the use of the Voiztalk Services; |
| l) |
Member shall not tamper with any security codes or equipment identifiers of any device or secure access or use of Voiztalk Services otherwise than as contemplated by these Terms; |
| m) |
Member shall not use or permit anyone to use Voiztalk Services for any unlawful purposes and the Member shall not share Voiztalk Services with any other person or individual. |
| n) |
If for any reason Member use Voiztalk Services outside the Jurisdiction, Voiztalk may not support Voiztalk Services and Member’s use of the Voiztalk Services at Member’s own risk including the risk that the use thereof violates local laws in that jurisdiction. |
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