I. Conclusion of a contract and object of agreement
1. All goods, services and offers shall be made solely on the basis of the present Terms and Conditions. They are therefore valid for all further business relations, even if they are not expressly agreed. References of the contractual partner to its terms and conditions are hereby rejected.
2. infin is bound to her offers for two weeks. A contract will only be concluded with a confirmation of order.
3. Secondary agreements, changes and supplements are valid only if they are confirmed in writing by infin. The same applies to the guarantee of the properties and a waiver of written notifications.
4. In order to comply with legal obligations infin is entitled to collect and store data of the contractual partner (e. g. copy of identity card, passport, certificate of registration…).
II. Services of infin
1. All prices indicated in offers and contracts are exclusive of VAT. Tariff indications of service numbers are always with VAT. This means that at the rates of premium rate numbers there is always indicated the amount that the purchaser has to pay in the end when calling and the price has to be indicated with the number when it is advertised.
2. The bill of costs and the transfer of vendor payouts that are agreed upon through the contract for premium rate numbers and/or premium-SMS services take place monthly and to the minute metering.
3. The vendor payouts, that the contractual partner is entitled to, are transferred to the bank account that is indicated in the contract. The payout can be made only after the contractual partner indicates his tax ID.
4. The costs incurred for bank transfers, e.g. remittances abroad, are born by the contractual partner.
5. The service hotline of infin is available from Monday to Friday 10:00 to 18:00 o’clock, except on public holidays.
III. Duties and obligations of the contractual partner
1. The contractual partner takes over the obligation not to introduce files with computer viruses in the system of infin, neither intentionally, nor negligently. He has to keep his files free from viruses using a state-of-the-art virus scanner.
2. The contractual partner is obliged to inform infin immediately regarding all changes of his name (for companies every change of the legal form, the invoice address or the registered office), of his address, his bank account number and fundamental changes of his financial situation (e.g. request to open insolvency proceedings).
3. The contractual partner is required to keep the access data to the infin systems, which he received from infin, secret and to ask infin to change them immediately when he finds out or suspects that they have been disclosed to unauthorised third parties.
4. The contractual partner is obliged to treat the information he received from or on behalf of infin as confidential for two years from the commencement of the contract and also not to reveal them to a third party neither directly, nor indirectly. The obligation of secrecy applies also to affiliates, licensees or customers that have access to the confidential information in either way. Furthermore the contractual partner will use the provided information for the object of agreement only.
5. The contractual partner pays for:
– maintenance and set-up services that are provided at request of the contractual partner outside the normal maintenance time,
– diagnosis and rectification of faults that have arisen because of inappropriate handling or because of other circumstances that infin cannot be held liable for,
– changes of the system functionalities requested by the contractual partner;
– consultation and support services requested by the contractual partner,
– the authorised or unauthorised usage of the infin systems, as far as the contractual partner is liable for the use. This applies especially when unauthorised third parties use the access data. The contractual partner has to prove that he is not responsible for the use.
6. For the services indicated at number 5 infin charges 940,00 € per man-day.
7. For each change of the reference data of the contractual partner (firm, address, bank account number, …) infin charges 15,00 €. For each return debit note of the contractual partner infin charges 35,00 €.
8. infin provides an e-mail / telephone hotline for purchasers / callers. For the processing of inquiries from authorities (e.g. police, prosecution etc.), infin will charge the contractual partner 42 € for each commenced quarter of an hour and for any other processed hotline case 19,90 € for each commenced quarter of an hour, as far as infin is not herself liable for the process.
9. The payments are due without any deductions after the respective service has been provided and the invoice has reached the contractual partner.
10. The contractual partner assures to be entitled to all the rights that are necessary for spreading the conveyed information per telephone, online and per fax. This applies especially to all copyrights and all other kinds of trademark rights. The contractual partner concludes his own agreements with the respective holders of rights or organisations representing such holders of rights or corresponding organisations, if this is necessary for the start-up of his information offers. He exempts infin from the claims of third parties regarding compensations because of damage of the above-indicated rights.
11. The contractual partner is obliged not to offer any information services with illegal or immoral content, especially not to provide information that stirs up to racial hatred, violence, or to glorification of such, that may endanger children or young people morally or affect their welfare, and that can damage the reputation of infin, or refer to such contents, according to criminal laws. The contractual partner shall exempt infin from the claims of third parties regarding compensations because of damage of the above-indicated rights.
IV. Setup and delay
1. If infin does not provide the performances in time, out of reasons to be represented by infin, and therefore the system functions provided by the contractor cannot be put into operation, then the contractual partner is entitled to claims for damages of 25% of the agreed monthly fee for each completed week of delay, however only for the maximum of 10 weeks, excluding any further claims. If there is an extension that cannot be put into operation, then the price of this extension is decisive. If the provided system functionalities or their extensions can be partly put into operation for the use of the contractual partner despite the delay of the service, then the claims for damage will be reduced accordingly. The limitation of liability does not cover damage incurred as a result of wilful misconduct or gross negligence.
2. infin is particularly not liable for power failure, failure or partial failure because of any technical or economic reasons of the used telephone network, computer viruses and other network operator faults.
3. If the contractual partner is in delay with his payments in an amount of 100.00 €, than infin is entitled to block the access to the system functionalities. In this case the contractual partner is still obliged to pay the monthly amounts.
1. The contractual partner can perform the maintenance and the functional change of the system functionality or an extension of the configuration only through infin or with their consent. The contractual partner is to provide the required devices throughout the necessary working time.
2. The maintenance of the system functionalities is performed during the normal maintenance time of infin (Monday to Friday 10.00-12.00 and 13.00-15.30 except holidays and long weekends). However, infin provides an emergency service off time, as well, in order to eliminate interferences and damages.
3. When performing other maintenance works, infin is obliged to take into consideration the interests of the contractual partner and to perform the maintenance works as possible in a period in which the system is used only very little according to probability.
4. The contractual partner will be advised that the service of infin will be available only restricted during the maintenance service. The contractual partner has to accept the interferences that may occur, unless infin performs the maintenance works inappropriately.
VI. Maturity and exclusion of objection
1.The maturity is determined after service provision.
2. If the contractual partner has objections against the amount of the charged prices or the credited payouts, he has to inform infin about them in writing within 4 weeks after receiving the invoice. No objection within the given time is considered as an acceptance; in the invoices infin will draw the attention of the contractual partner regarding the failure of timely objection. Legal claims of the contractual partner with justified objections after the deadline are not affected.
VII. Contract duration and termination
1. The contract may be terminated at the end of the month, by giving a three months’ prior notice.
2. In case of an agreed minimum duration of the contract, a termination to a date earlier than this minimum is inadmissible. These contracts are extended by a further contract term, if it is not terminated before the minimum contract period according to VII. No.1.
3. A contract is deemed to be terminated immediately when an operator stops his services that are necessary to fulfil the contract.
4. The right to immediate termination because of material breach of this contract remains unaffected.
5. The contract can be terminated by infin extraordinarily and without notice if through the contract there is no monthly fee agreed and the contract partner has not generated any turnover with the products described in the contract within a period of 8 months.
VIII. Liability and damages
1. For loss or corruption of data (documents) in the system of infin, the liability of infin does not cover the duty of replacement of the lost data.
2.Claims of damage that go further than the claims of the contractual partner that are explicitly indicated in these terms and conditions, for whatever legal reason, especially because of any damage arising from consultation, assistance in the use of preparation, or deficiencies in programmes are hereby excluded. A liability of infin for lost profit, indirect or direct consequential damage is also excluded.
3. The liability against other providers of telecommunication services is also excluded, except for gross negligence and wilful misconduct regarding property and financial damage or violation of a major contractual obligation.
4. In case of culpable violation of essential contractual obligations, infin is liable only for the reasonable foreseeable harm that is typical for the contract, except in cases of intent or gross negligence of the owner or the executives.
5. Telecommunication services and services in the field of information technologies are subject to an increased risk of interference. The contractual partner is aware of that. Infin has no insight into the particular damage potential for interference at the contractual partner. Out of this reason the liability is restricted to the typically foreseeable damage of 500,00 €. If the risk of damage during interference is higher than this amount, infin needs to be informed in writing at contract conclusion or when the situation changes.
6. This disclaimer does not apply
– for intent or gross negligence of the management or the executives.
– for culpable violation of essential contractual obligations by infin
– for lack of a guaranteed quality.
– for gross culpability of simple assistants against essential contractual obligations.
– for personal injuries
– for mandatory legal regulations
7. The liability from the product liability law remains unaffected.
IX. Other agreements
1. infin can transfer the rights and obligations of this contract to a third party.
2. infin reserves the right to change the operator/-s at any time.
3. As long as there are no individual prices agreed for the services of infin, the regular pricelists of infin apply. This applies especially to faxing into foreign countries.
4. Place of jurisdiction is Timisoara. The contract is concluded under Romanian law.
5. The additional clauses to the terms and conditions apply to the respective product or field.
Additional Clauses Regarding the General Terms and Conditions of Trade of infin – Research & Development SRL for infin-ServiceRufnummern and infin-Payment
Purchaser: A person who uses a service number and / or the infin-Payment system in order to purchase a service.
Vendor Payout: The amount of the turnover generated through the service number and / or the infin-Payment that is paid out to the contractual partner.
infin-WebControl Center: The online administration interface through which infin offers the contractual partner insight into statistics and many other functions and additional information.
Transaction: Transaction means any started payment transaction. A set of transactions can be combined to one multistep payment.
I. Conclusion of a contract and object of agreement
1. infin provides billing services within infin-Payment. infin develops and markets online payment systems for the national and the international market. infin renders billing services for the contractual partner and invoices the access of purchasers to internet services of the contractual partner that are liable for costs.
2. Apart from the technical set-up of these numbers, infin provides also their billing for the national and international market within infin-ServiceRufnummer. infin renders billing services for the contractual partner and invoices the purchasers for the use of the number.
3. The price lists that are published on www.infin.ro become a part of the contract and are valid unless the contractual partners have agreed on something else in written. The contractual partner acknowledges the price lists particularly as a basis for the calculation of the payout he is entitled to receive.
4. All further variants of the present general terms and conditions of trade, as well as possible updates regarding the price lists and the technical documentation are provided in the infin-WebControl Center. The contractual partner is aware that the information given in the infin-WebControl Center and the general terms and conditions of trade may change from time to time. If the equivalence ratio existing at the moment of contract conclusion was not negligibly unbalanced through unpredictable modifications, that are not caused by infin and whereupon infin has no influence, infin reserves the right to adjust the offers and conditions and other general terms and conditions of trade. Changes can be made in order to:
– react to possible modifications made by the network carriers on their services and general terms and conditions of trade
– be able to respond to modifications of the legal regulations of the respective countries
– be able to react to modified framework conditions, be it commercial or technical in particular countries.
infin will inform the contractual partner per e-mail.
Unless the contractual partner reacts to the information regarding the modifications within 4 weeks, the modifications are considered to be accepted and operant.
5. The level of the value that infin invoices the purchaser on behalf of the contractual partner may vary especially in international use depending on legal and contractual particularities of the respective countries (e.g. 1.99 € instead of 2.00 €) and on the amount set up by the contractual partner.
6. The price for setting up special tariffs is 180 € per country.
II. General Regulations
1. The code of conduct of the telecommunication associations, respectively the analogue associations when used internationally in the respective countries are applicable. The contractual partner commits to stick strictly to them.
2. infin reserves the right to change the numbers that are needed to fulfil the contract, if this becomes necessary according to the ordinance of the regulatory body, or if the network provider that offers the number makes serious changes. The contractual partner will be informed in time about such changes. The right of use and the property of the used numbers stay at infin.
3. Phone numbers provided by infin to the contract partner remain the property of infin. Any claims of the contractual partner regarding the transfer of these phone numbers are excluded.
4. As far as there is nothing else established through the contract, infin is obliged only to provide services in Germany, especially with German phone numbers that can be reached from German telephone networks.
5. The contractual partner is obliged to assure the fact that, while the number is in use, a week average of minimum 40% of the generated traffic is interrogated on the target connections. If 40% is not reached, infin is entitled to restrict the amount of possible simultaneous calls or to redirect the calls to a recorded message. Services such as televoting or similar applications are not part of this service.
6. The contractual partner is obliged to assure that the capacity on the target connections of the numbers he provides is suitable in order to respond to the expected traffic volume in a sufficient way.
7. The contractual partner is obliged to inform infin immediately in writing concerning the restitution of a service number to the National Authority for Management and Regulation in Communications of Romania respectively the analogue network agencies when used internationally in the respective countries.
8. The contractual partner is obliged to inform infin immediately concerning the revocation by the National Authority for Management and Regulation in Communications of Romania respectively the analogue network agencies when used internationally in the respective countries or a change of his service number.
9. The contractual partner is obliged to assure the fact that the owner of the connection agrees to the service number being redirected to his connection. The calls must not be redirected to a connection where from incoming calls are redirected, as well. When letting third parties use the service numbers, the contractual partner has to inform them about the previously indicated obligations.
10. The transaction numbers received through the infin-Payment Phone system in Germany can be used only within 48 hours after the call made by the purchaser. After this period the transaction numbers are deleted.
III. Vendor Payout
1. infin is not obliged to make payouts to the contractual partner, as long as infin has not received the corresponding payout from the network carrier. After having received the payouts effectively and irretrievable from the network carrier, infin disburses the vendor payouts to the contractual partner. In case infin pays out the vendor payouts to the contractual partner in advance, infin is entitled to claim the amount that was overpaid to the contractual partner because of bad debts.
2. The payout that the contractual partner is entitled to is calculated in the currency of the country in which the service has been paid. Usually the payout is made in euro. The conversion is made considering the conversion rate from the moment when infin receives the payout from the carrier. The contractual partner is liable for all the risks that might appear through the billing of foreign currencies (not euro). Especially the currency variations are born by the contractual partner.
3. infin is not liable for the settlement risks. Regardless of the collectibility of a claim, the contractual partner has to pay the fees arisen through the phone call and its collection.
4. If infin has established a “guaranteed payout” with the contractual partner, infin takes over the settlement risk only if on behalf of the purchaser there is no fraudulent intention and the contractual partner has provided verifiable flawless service to the purchaser.
5. When talking about a “guaranteed payout”, infin takes over a settlement risk only up to a maximum failure rate of 8%. All non-payments above this rate are passed over to the contractual partner.
6. Should a service (0900-number) not reach a minimum of 40.00 € during a billing period per tariff and network provider, infin reserves the right not to make any payouts, respectively credit notes. Infin may keep the amount to cover the arisen costs.
7. The payout may be settled either through the fees that have to be paid by the contractual partner, or through other claims of infin against the contractual partner.
8. infin is not obliged to make the payout and the settlement for additional payments to the contractual partner if the contractual relation is terminated. Bad debts can be charged from the contractual partner even after the end of the contractual relationship. Claims for vendor payouts must be judicially enforced within 18 months from the end of the billing period, otherwise the claims will expire.
9. infin is not obliged to make the payout and settlement of turnovers at infin-Payment Phone if the indicated transaction number has not been used in the internet interface within 48 hours after the respective call.
10. Objections against invoices / credit notes have to be made immediately, the latest 4 weeks after the date of receiving the invoice. Not making an objection in due time is considered to be an approval.
11. The caller will be billed potential extra charges for the telephone connection. No extra charges will be incurred by the contractual partner.
12. The contractual partner is conscious of
– infin-Payment being applicable in many different countries. In different countries different currencies and laws are effective. infin will process payments in consideration of the different currencies, tax (e.g. withholding tax, pension fund etc.), customs duties, chargeback and flat-rate chargeback (risk) and customs regulations and other specifics of the respective countries (related costs/additional costs). This can effect e.g. the tariff payable by the end user being calculated higher or lower than the payable amount communicated to infin by the contractual partner. The vendor payouts will always be calculated based on the payable amount communicated by the contractual partner.
– infin-Payment being liable of having to be changed (e.g. tariffs, processes, terms and conditions) in case of adjustments to changing laws, taxes, regulations and other peculiarities in specific countries. infin will inform the contractual partner of such changes as soon as possible.
– infin-Payment using telecommunication networks (telephone calls, SMS…) which are liable to cause costs payable to the network providers. Possible extra costs will be imposed on the purchaser.
– the fact transactions cannot be cancelled and payments cannot be refunded.
– payment transactions being liable of rejection by infin, network providers or other billing partners of infin. In such cases the contractual partner cannot claim any compensation.
– currency exchanges of payable amounts being calculated according to the applicable daily exchange rates.
13. Through the contract the parties have agreed upon a percentage of vendor payouts per country. The number of countries, in which one can pay using infin-Payment, is constantly increasing. infin will inform the clients regarding the implementation of new countries. If there are no objections raised against the implementation of new countries within 4 weeks after information of the contractual partner, it is considered to be an approval of the implementaion of the new countries with the stated conditions. 14. infin is not obligated to make payouts if the contract is extraordinarily terminated because of reasons caused by the contractual partner, in particular if a reason of clause V. No. 2 applies.
1. The contractual partner is responsible himself for the deduction and / or the payment of all taxes and charges concerning the switching of the service number and / or of the infin-Payment.
2. Infin is fully entitled to input tax. Should infin be denied the input tax, because the service of the vendor is provided to the purchaser and not to infin, then the vendor is obliged to refund infin the charged VAT according to the applicable tax laws plus the accruing interests of 6% annually.
V. Control of content, access denial and termination
1. The contractual partner has to keep himself informed about the legal regulations, administrative orders (e. g. assignment rules established by the National Authority for Management and Regulation in Communications of Romania respectively the analogue network agencies when used internationally in the respective countries) for the respective countries regarding operating service numbers and the codes of behaviour of the self-control institutions and has to stick to them. The contractual partner will inform infin at the time of concluding the contract about the service description associated with the use of the infin-Payment / service number (e. g. content…). Where the contractual partner fails to fulfil this obligation on request of infin within 2 weeks, the claim to payout of the vendor remuneration expires. Infin may block / deactivate the numbers if the contractual partner contravenes to these regulations. If the use of the infin-Payment/ service number takes place contrary to the service description, infin has the right to claim a contract penalty of 50.000 euro and may block / deactivate the numbers. The right to assert other claims for damages remains unaffected by this.
2. When using the value-added telephone service, this contract can be extraordinarily denounced unilaterally, completely or partly, if one of the following reasons exists:
– expiry of the respective value-added telephone service
– termination of the value-added telephone service on behalf of the network provider
– modifications regarding the phone number allocation through state authorities or the respective network provider
– serious modifications on behalf of the network provider
– other serious modifications in the area of the value-added telephone services
– violation or reasonable suspicion of violation of the obligations pursuant to section 1 (This applies in particular to the passing of infin-Payment / service number to third parties), or third-party rights.
infin will not use the right of cancellation if the continuation is possible and economically useful for infin.
VI. General power of attorney / claim management
1.The contractual partner empowers infin for the judicial and non-judicial raisings of all claims of the contractual partner against the purchaser connected to the utilisation of infin-Payment Phone and / or of a service number.
2. The power of attorney empowers non-judicially especially for the collection of claims and for receiving payments, for comparisons, rate payments, renunciation, giving a sub-power of attorney (ceding to a collection company) etc.
3. Further more the power of attorney empowers to all actions required by a lawsuit, especially for counterclaims, performance and acceptance of deliveries, for appointments of a representative, as well as for giving a sub-power of attorney, for solutions to lawsuits through comparison, renunciation and recognition, for notice and withdrawal of legal means and for renunciation of such, furthermore for the receipt of money and valuables and of the costs that are to be paid by the counterpart to the court cashier or to other authorities, as well as for the disposition upon them without any restriction.
4. The power of attorney includes additional costs, e.g. detention and temporary order, assessment of costs, legal enforcement including the special proceedings that arise here from, compulsory auction and sequestration, security deposit procedure, comparison procedure and bankruptcy.
5. The condition for the collection of the claims is that the claims are undisputed and that the purchaser is in default regarding the payment of his bill after its inflow.
6. infin is entitled to cancel an amount of up to 15.00 € (gross) per purchaiser and per invoice as a gesture of goodwill when there appear complaints per phone from purchasers, without having to discuss this with the contractual partner, and to rule out the claims resulting from this action.
7. infin is entitled to block purchasers on the infin-systems, who are likely not to pay their bills, according to their payment performances (e.g. many payment processes in a very short time,…) or who are in default with paying a bill with a considerable amount.
8. For invoices that are due and that are indicated as an open claim (OF / OC) by the Network provider and the amount of which is higher than 9.00 € (gross), infin will demand the payment in writing. Infin is entitled to demand the payment in writing also for lower amounts. Therefore infin takes over the corresponding OC in the internal circuit of payment demands, where the usual payment deadlines and payment demand texts of infin, respectively of the partners of infin are applicable. Infin reserves the right to charge from the purchaser a payment demand fee of up to 5.00 € per payment demand. Open claims from purchasers of the contractual partner that lie below the payment demand limit will be cancelled for the contractual partner and the open claim will be precluded.
9. Should the payment demand for amounts higher than 50.00 € (gross) not be balanced, the open claims against the purchasers will be handed over to the partners commissioned by infin, without any intermediary steps, for a further non-judicial or, possible judicial collection. Infin is entitled to demand the payment even for lower amounts. The contractual partner explicitly accepts the handing-over of the respective open claims to the commissioned partners of infin and hereby acknowledges the contractual agreements between infin and the respective partners. Should there pass 270 days from handing over the claim to the respective partner with no payment, then infin is entitled to cancel the claim towards the contractual partner and the open claim will be precluded.
10. As for the rest the contractual agreements between the respective partners are applicable (e.g. reimbursement of costs of the creditor for all the accruing expenses of the debt collecting agencies within the costs with the court, the bailiff, companies register, trade authority and other, even if these costs cannot be collected from the debtor).
11. Receipts of payments through debt collecting agencies are settled with the creditor in the following order: expenses (of the debt collecting agencies and of infin), main claim, pre-judicial payment demand costs and interests.
12. If it turns out that out of a justified reason the claim is not balanced and / or it does not exist (e.g. omission of the cause of action, invalidity of the contract, bad performance, non-fulfilment etc.), infin receives a lump sum of € 15.00 (net) or the actually accrued expense for handling the respective claim.