1. THE PARTIES This document "Sparnuotas, UAB Terms & Agreements", hereafter referred to as the "Agreement", is agreed between Sparnuotas, UAB and the person or party identified in the associated Registration Form or Reseller contract. In the case of a company application, this is the person signing on the company's behalf and who by registering acknowledges having power of representation for that company. This person is hereafter referred to as the "Customer". The "Customer" is required to provide the necessary identification and in the case of company applications, the registration number, as specified in the Registration Form on the Sparnuotas, UAB website (www.MyVNumber.com). 2. PRELIMINARY TERMS Electronic Signatures and Agreement(s): The Customer hereby agrees to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the www.MyVNumber.com website. Furthermore, the Customer hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. No Emergency Calls: by entering into this Agreement the Customer acknowledges and agrees that the Sparnuotas, UAB infrastructure does not and does not intend to support or carry emergency calls. No Callback Calls: by entering into this Agreement the Customer acknowledges and agrees that the DID numbers provided by Sparnuotas, UAB cannot be used for callback applications. Jurisdiction Restrictions: if the Customer is residing in a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs (including reasonable lawyer's costs) and will hold Sparnuotas, UAB harmless, if he breaches the Jurisdiction restrictions. 3. PURPOSE This Agreement relates to communications services offered by Sparnuotas, UAB for use by the Customer, and defines the terms and conditions under which these services are provided by Sparnuotas, UAB and accepted and used by the Customer. These services are offered under the Sparnuotas, UAB trading name. Sparnuotas, UAB reserves the right to refuse an application: - If the information provided is incomplete. - If Sparnuotas, UAB has reason to doubt the accuracy of the information, or it is not supported by the required identification or, in the case of company applications, the required authorization. - If the Customer is known to have committed fraud, or is bankrupt, or has given any reason to doubt his or her ability to meet their commitments under this Agreement. Customer acknowledges that where it wishes Sparnuotas, UAB to make a DID available to it for the purpose of the performance of the Service, the DID can be allocated only with respect to a country offered by Sparnuotas, UAB. The allocation of DIDs as part of the Service does not constitute a transfer of property or sale of numbering rights by Sparnuotas, UAB, and only constitutes a sale of right to use the DIDs exclusively as long as the Service is provided. As a result, Customer is not entitled to claim any such rights to the DID, and the DID will be reassigned to Sparnuotas, UAB immediately at the termination of the Service. 4. FORMATION OF CONTRACT 4.1 Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by Sparnuotas, UAB shall be subject to correction on notice from Sparnuotas, UAB and without liability. 4.2 Sparnuotas, UAB may vary any provision in this Agreement, without prior consent from the Customer, if such change is required because of regulatory, insurance, safety or statutory changes made after the date of this Agreement. 5. RESPONSIBILITIES AND OBLIGATIONS 5.1. Sparnuotas, UAB 5.1.1. Sparnuotas, UAB endeavors to provide the Customer with network service and service numbers, but notwithstanding this Sparnuotas, UAB is not obliged to supply service numbers requested by the customer. It may also change numbers supplied to the Customer if this is required for regulatory, statutory or legal reasons, and in such instance shall notify the Customer as soon as is reasonably practical. 5.1.2. Sparnuotas, UAB will make all reasonable efforts to maintain equipment suitable for handling and terminating calls. 5.1.3. Sparnuotas, UAB shall notify the Customer as soon as reasonably practical, of any changes in rates payable, or modification to the service offered. 5.1.4. Sparnuotas, UAB shall provide the Customer with reasonable technical and sales support, which Sparnuotas, UAB in its sole discretion shall consider necessary and appropriate. 5.1.5. Sparnuotas, UAB may from time to time make changes to equipment used to handle calls and provide the service. Such changes are at the sole discretion of Sparnuotas, UAB, and may be made without prior consent from the Customer. 5.2. Customer 5.2.1. The Customer shall pre-pay their account to ensure that their account is at all times in credit. Should the Customer's account reach zero credit the service as prescribed shall automatically be suspended until a new payment is received and confirmed. 5.2.2. The Customer shall ensure that they have all necessary approvals, permissions or authorizations for the services operated through Sparnuotas, UAB including those offered to its End Users. The Customer shall be responsible for the content, quality and delivery of services offered, and for ensuring that these services comply with the laws and this Agreement. Sparnuotas, UAB may recover from the Customer, who will hold Sparnuotas, UAB harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the law or best practice. 5.2.3. The Customer shall provide Sparnuotas, UAB on request with information or material regarding the service operated through Sparnuotas, UAB, including those offered to its End Users or agents upon and to the extent of any request made by Sparnuotas, UAB. 5.2.4. The Customer shall ensure that services provided are not used for any unlawful purpose whatsoever including the transmission or offering of any information or services which are unlawful, abusive, harmful, threatening, defamatory, or which in any way infringe copyright, intellectual property rights, trademarks, or which is pornographic, or any other material that may cause offence in any way. 5.2.5. The Customer specifically agrees to indemnify Sparnuotas, UAB against all costs and liabilities arising out of all claims which result from, or involve an allegation of, any breach of clause 5.2.4. 5.2.6. The Customer shall co-operate with Sparnuotas, UAB in relation to any complaints, enquiries or investigations regarding services offered by the Customer. The Customer shall, at the discretion of Sparnuotas, UAB, without limitation bear in full any costs associated with such complaints, investigations, or enquiries or any action whether or not bought by or against Sparnuotas, UAB. 5.2.7. The Customer shall ensure that any third party using its facilities shall be bound by the terms of this Agreement. 5.2.8. The Customer is responsible for ensuring that no third party intellectual property right is infringed by its choice of DID number for a particular service and will hold Sparnuotas, UAB harmless against all costs and liabilities arising out of a breach or allegation of a breach of any such third party's intellectual property rights. 5.2.9. All notices, requests or other communications shall be in writing and addressed to the Customer by email. The Customer bears all responsibility concerning the reception of the Sparnuotas, UAB mails, he agrees to keep his email address updated at all time, and he will inform Sparnuotas, UAB of any modification of his email address within 24 hours of the moment of modification. 6. ASSIGNMENT 6.1. The Customer shall not assign the rights and obligations of this Agreement to any other party without the express permission in writing of Sparnuotas, UAB. 6.2. Sparnuotas, UAB may assign the rights and obligation of this Agreement to a third party without the prior consent of the Customer. 7. PROVISION OF SERVICES AND WARRANTIES 7.1. Sparnuotas, UAB cannot provide a fault free service. Sparnuotas, UAB gives no warranty that its network or services shall be continuous, or will be free from faults. Sparnuotas, UAB will, however, take steps to ensure its network and services are reasonably fault free, and that service is reasonably uninterrupted. 7.2. In addition to clause 7.1, Sparnuotas, UAB gives no warranty or guarantee that the service is satisfactory or suitable for the Customer's purposes. All warranties relating to the service from Sparnuotas, UAB are excluded, even if implied by statute. 7.3. The parties acknowledge that no representations, warranties or statements made prior to concluding this Agreement forms any part of the contract, nor has induced either party. 7.4. The Customer acknowledges that: 7.4.1. No representation, warranty or statement other that detailed in this Agreement, forms any part of a Contract, nor has induced the Customer to use Sparnuotas, UAB. 7.4.2. The service provided by Sparnuotas, UAB was not designed for the Customer's individual requirements, and it is up to the Customer to decide if the service provided by Sparnuotas, UAB is of satisfactory quality and fit for the purpose for which it is used 7.4.3. Sparnuotas, UAB is reliant on a third party for delivery of inbound calls, and therefore Sparnuotas, UAB can have no liability of whatever nature for any delay in provision of the same or for concerning the use of the service by the Customer, moreover Sparnuotas, UAB makes no warranty that its network or services shall be continuous, or will be free from faults.
8. RATES & PAYMENTS
8.1. All accounts are to be pre-paid by and will operate on a 'run-down' basis. It is the sole responsibility of the Customer to ensure sufficient credit remains on the account for traffic. Credit will only be added to an account upon confirmation of cleared funds being in Sparnuotas, UAB. Customer shall not be entitled to a reimbursement of any prepaid Charges
8.2. Credits that have not been used in one year will expire.
8.3. Sparnuotas, UAB may at any time vary the rates detailed in the order form, but shall give the Customer 30 days write notice of such change.
8.4. In the event that any sums due to Sparnuotas, UAB under this Agreement are not paid by the due date then Sparnuotas, UAB shall be entitled to charge interest at 7% over the base rate used by the European Central bank for her main refinancing operations, at that time.
8.5. All rates detailed in the order form and in the monthly reports shall be exclusive of all taxes or duties.
8.6. The Customer's call minutes shall be calculated according to data logged by Sparnuotas, UAB which shall be accepted, except in the case of manifest error, as being conclusive for the determination of revenues due to the Customer.
8.7. In case the Customer does not fulfill his payment obligation under this agreement after the date of a final notice, parties agree that Sparnuotas, UAB will be entitled to the application of the article 15.4 of this agreement.