Voiptower Limited Liability Company (hereinafter referred to as the Contractor), represented by Director Vladislav Romanovskyi, acting on the basis of the Charter, on the one hand, and the person who joined this Agreement by paying the price of the Contractor's services (hereinafter referred to as the Client/Customer), on the other hand, hereinafter jointly referred to as the Parties, and each separately as a Party, have entered into this Agreement for the provision of services (hereinafter referred to as the Agreement) as follows.
In this Agreement, the terms listed below shall have the following meanings:
1.1. The text of the Service Agreement (hereinafter referred to as the “Offer”) set forth below is addressed to individuals and/or legal entities, including non-residents of Ukraine, and is an official public offer by the Contractor to enter into a Service Agreement (hereinafter referred to as the “Agreement”) with the Client.
1.2. This Offer is a contract of adhesion (a standard form of contract), the terms of which are set by the Contractor and may be accepted by the Client only by full and unconditional adherence to them without any changes, additions, or reservations.
1.3. The Agreement shall be deemed concluded upon the Client's verbal consent and payment for the Contractor's services in the amounts specified in the Price List posted on the Contractor's official website, in accordance with the procedure established by this Agreement, by transferring funds to the Contractor's current account. These actions indicate the Client's full and unconditional acceptance of all terms and conditions of this Agreement without any exceptions and/or restrictions and signify the Client's accession to the Agreement as a whole.
1.4. Upon acceptance of the Offer, the Agreement shall become legally binding and enforceable by the Parties. The person who has accepted the Offer acquires the status of “Client.”
1.5. The Client undertakes to provide accurate and reliable documentation about their company or person and to undergo a KYC (Know Your Customer) compliance check. The Contractor reserves the right to refuse to provide the Services or to temporarily suspend their provision if risks are identified related to the Client's non-compliance with the established requirements or legislative norms.
1.6. By clicking the “Read and Accept” button in the “Public Offer” section of the website and/or continuing to use SIP telephony services, the Customer confirms that they have read the terms of this Agreement, gives their unconditional consent to comply with its terms and conditions, and grants the Contractor the rights set forth in this Agreement.
2.1. The Contractor, independently or with the involvement of third parties (in particular, electronic communications operators, telecommunications service providers, and/or affiliated persons), provides the Client with international telecommunications services, in particular SIP telephony services, SIP channel integration and configuration, routing and traffic management configuration, technical consulting and support, billing and payment processing services, coordination with telecommunications service operators (hereinafter referred to as the “Services”), and the Client undertakes to accept and pay for the Services provided in accordance with the terms of this Agreement and the requirements of current legislation in the field of electronic communications.
The list, scope, and terms of provision of the Services are determined by this Agreement, as well as by the Tariffs selected by the Customer and posted on the Contractor's official website at: https://voiptower.info/ (hereinafter referred to as the “Tariffs,” “Price List,” “Destinations and Tariffs”).
The Contractor has the right at any time without prior notice to add or delete destinations to which the Services are provided.
2.2. Orders, accounting, and calculation of the volume of Services provided shall be carried out in accordance with the terms of this Agreement. Accounting for the volume of Services received shall be carried out using the Contractor's billing system, the data of which shall serve as the basis for generating invoices and Acts of Acceptance and Transfer of Services Provided.
2.3. Services shall be deemed to have been provided properly at the time of their actual provision. The data of the Contractor's billing/accounting system shall be the primary evidence of the volume of Services provided. In the absence of written objections within 3 calendar days from the date of issuance of the Invoice, the Services shall be deemed to have been accepted by the Client.
2.4. The actual receipt and use of a particular Service by the Client confirms the Client's order for such a Service.
3.1. The Agreement shall come into force upon its acceptance by the Client and shall remain in force indefinitely.
Each Party shall have the right to terminate the Agreement unilaterally by notifying the other Party in writing no later than 30 (thirty) calendar days prior to the date of termination. Termination of the Agreement shall not release the Parties from their obligation to settle accounts for the Services actually provided prior to the date of termination.
4.1. At a mutually agreed time, the Parties agree to immediately begin testing the Services. The Client shall conduct testing free of charge, which includes, in particular, connection verification, SIP channel configuration, voice traffic transmission, and billing/accounting system functionality. Upon completion of testing, the Client shall notify the Contractor by email on the same day of its readiness to commence the provision of Services and actual operation. The Contractor shall make commercially reasonable efforts to immediately provide the Services after confirmation of readiness by the Client.
The Parties have agreed that communication between them shall be carried out by e-mail and/or via messengers. The Contractor's e-mail address is: contact@voiptower.company, the Client's e-mail address and phone number are specified when filling out the KYC.
Messengers (including, but not limited to: Telegram, Viber, WhatsApp) linked to the Client's phone number specified in the KYC form or to other contact details communicated in writing by the Parties to each other may be used for communication.
Data from electronic correspondence and correspondence in messengers may be used as proper and admissible evidence of communication between the Parties, including in the resolution of disputes.
4.2. Client's Personal Account. To use the Services, the Contractor provides the Client with a Personal Account, as well as a Login and Password. The Client is fully responsible for the confidentiality of the Login and Password and for all actions performed using the Login, Password, and Personal Account, regardless of whether they were performed with the Client's permission. The Client undertakes to immediately notify the Contractor in writing of any unauthorized or fraudulent use of the Login, Password, or Personal Account. The Contractor shall not be liable for any losses arising from the unauthorized or fraudulent use of the Client's Login, Password, or Personal Account. The Contractor reserves the right to change the Client's Login or Password to ensure the proper functioning of the Services or to prevent fraudulent use.
4.3. The Price List always contains codes for each destination offered by the Contractor. The cost of calls is determined solely by the codes specified in the Price List. The Customer agrees that the codes that the Contractor considers to be country, city, or mobile codes are final.
4.4. Calculation of call duration. For destinations marked (1/1), the duration is calculated with a minimum duration of 1 second and subsequent increments of 1 second. For other destinations, the duration is calculated with a minimum duration of 60 seconds and subsequent increments of 60 seconds (60/60).
5.1. Payment shall be made on a prepayment basis. The first payment by the Client shall be made after successful completion of testing. The Contractor shall have the right to set a credit limit for the Client, which determines the maximum amount of debt for the Services. If the credit limit is reached or the payment security requirements (deposit, bank guarantee, irrevocable letter of credit, or other forms of financial security) are not met, the Contractor has the right to suspend the provision of Services or restrict access to certain areas without prior notice.
The Client shall pay for the Services in US dollars in accordance with the Rates posted on the Contractor's website https://voiptower.info/coverage. The Contractor has the right to change the Rates by notifying the Client in advance. The volume of Services provided is recorded by the Contractor's billing system, which is the basis for determining the amount of payment.
5.2. Invoices are issued by the Contractor every 30 days in US dollars for Services provided since the previous invoice was issued or at any time if the Client reaches or exceeds the established credit limit. Each invoice includes: minutes by destination, total charges by destination, and total amount due. If the Client does not provide the Contractor with written comments or objections within 3 (three) calendar days of receiving the invoice, the invoice shall be deemed agreed by the Parties and shall confirm that the Services have been provided properly.
5.3. In case of termination of the Agreement, the Client may request a refund of the unused amount of the advance payment on the Personal Account. The Contractor shall refund the funds within 30 days after termination, except for costs and expenses related to the provision of Services or refunds. Funds for Services actually provided, as well as for one-time services (e.g., number connection), which are debited from the Personal Account on a one-time basis, are not refundable. Funds remaining in the Personal Account balance are not refundable after 360 (three hundred and sixty) days from the date of the last use of funds to pay for the Contractor's Services.
The Customer is responsible for paying all expenses, including reasonable attorneys' fees, incurred by the Contractor in collecting amounts payable under the Agreement.
5.4. All payments payable under this Agreement shall be made by the Client without any deductions or withholdings for any current or future taxes. If any payment is subject to reduction due to the need to withhold or deduct taxes, the Client undertakes to pay the Contractor additional amounts necessary to ensure that the total net amount received by the Contractor after withholding taxes is the same as if the withholding or deduction of taxes had not been applied.
5.5. The Client acknowledges that the Contractor has the right to take measures to prevent fraudulent use of the Services by third parties. The Client is responsible for paying for all Services provided under this Agreement, regardless of whether such use was fraudulent or otherwise. The Client's claims regarding fraudulent use of the Services cannot be grounds for disputing the invoice or refusing to pay.
5.6. The balance on the Client's Personal Account is replenished by depositing funds for the Services via bank transfer, electronic payment systems, or other payment methods offered by the Contractor.
5.7. The Contractor shall have the right to adjust previously issued invoices in case of receiving updated tariffs, penalties, adjustments, or claims from upstream operators, partners, or traffic providers. Such adjustments may be applied after invoicing and shall be payable by the Client.
6.1. The Client understands and agrees that the Contractor shall not be liable for failure to perform or improper performance of its obligations in the event of force majeure. Force majeure circumstances are considered to be any events beyond the control of the Contractor, including, but not limited to: natural disasters, civil unrest, wars or military actions, state or local emergencies, power outages, extremely severe weather conditions, or other unforeseeable events.
6.2. In the event of force majeure circumstances, the Contractor undertakes to immediately notify the Client of the delay or duration of the interruption in the provision of Services, to the extent possible. The Contractor shall not be liable for any consequences of force majeure.
7.1. The Client has the right to use the Contractor's Services in any country where such use is not prohibited by the laws of that country. If the use of the Services in the territory of a country is prohibited or not provided for by law, the Client does not have the right to enter into this Agreement and use the Contractor's Services.
7.2. The Contractor does not provide Services in territories where they are prohibited or not supported, including: Iran, the Democratic People's Republic of Korea, the Republic of Belarus, the Russian Federation, and territories of Ukraine not controlled by the government.
8.1. To the maximum extent permitted by law, the Contractor shall not be liable for any direct or indirect losses, including losses from loss of profit, disclosure of confidential information, interruptions in work, breach of confidentiality, or inability to use the Services, even if the Client has previously notified of the possibility of such damages and the measures taken have not had the expected effect.
8.2. Emergency calls. The Contractor's Services do not, by default, provide for the possibility of making calls to emergency services. The Contractor shall not be liable for any consequences or damages related to the use of the Services to call emergency services. The Customer waives any claims and undertakes to defend the Contractor against any claims, expenses, penalties, damages, and other demands that may arise in connection with the use of the Services to call emergency services, including legal defense costs.
8.3. The Customer understands and agrees that the Contractor is not obligated to provide access to emergency services and that the Services are not intended to replace traditional means of telephone communication.
8.4. If certain provisions of this section are found to be invalid in a particular jurisdiction, the Contractor's liability shall remain limited to the maximum extent permitted by the applicable law of that jurisdiction.
8.5. The Contractor's total liability for any claims arising from or in connection with this Agreement shall in no event exceed the amount of payments actually paid by the Client to the Contractor for the Services during the last 3 (three) calendar months preceding the occurrence of the relevant claim.
8.6. The Client shall bear full financial responsibility for any traffic passing through its account details, SIP accounts, IP addresses, or other technical access parameters, regardless of whether such traffic was authorized by the Client.
8.7. The Contractor has the right to temporarily withhold funds in the Client's Personal Account in the event of an investigation into possible fraud, technical error, or claims from third-party operators.
8.8. If an upstream operator or partner makes a claim regarding the Client's traffic, the Client is obliged to reimburse the Contractor for all related expenses, including bills, fines, and other financial obligations.
8.9. The Client is fully responsible for the security of their systems, servers, SIP accounts, passwords, and network infrastructure.
9.1. Confidentiality. “Confidential Information” means any technical, commercial, financial, operational, or other information disclosed by one Party to the other in connection with the conclusion and performance of this Agreement, including, but not limited to: tariffs, terms of cooperation, routing information, traffic volumes, Call Detail Records (CDR), numbering resources, network parameters, business plans, KYC documentation, and any information that is confidential in nature or reasonably considered to be so.
Each Party undertakes to: use Confidential Information solely for the purpose of performing this Agreement; restrict access to it only to its employees, contractors, affiliates, and partners on a “need-to-know” basis.
9.2. Disclosure of Confidential Information is permitted without the prior written consent of the other Party only in cases where such disclosure: is necessary for the proper provision of telecommunications/VoIP services (including the transfer of data to upstream operators, transit operators, routing partners, data centers, billing providers, payment institutions, and affiliated companies) and/or is required by applicable law or a binding decision of a competent authority and/or is necessary to prevent fraud, settle disputes, or protect rights under this Agreement. Unless prohibited by law, the Party shall notify the other Party of the relevant disclosure request.
9.3. Confidentiality obligations shall remain in effect for the duration of the Agreement and for 3 (three) years after its termination, unless another term is established by applicable law or regulatory requirements.
9.4. Protection of personal data. The Parties undertake to comply with the requirements of applicable legislation in the field of personal data protection in the relevant jurisdictions, including, where applicable, the General Data Protection Regulation (GDPR).
9.5. Personal data may be processed solely for the purposes of: identifying and verifying the counterparty (KYC); concluding and executing this Agreement; providing electronic communication services; billing and financial settlements; ensuring network security and preventing fraud; complying with the requirements of legislation and regulatory authorities.
9.6. Each Party shall implement appropriate technical and organizational measures to ensure a level of data security commensurate with the risks of its processing. In the event of a personal data breach, the relevant Party shall take reasonable measures to minimize the consequences and comply with the notification requirements provided for by law.
9.7. The parties have the right to carry out Know Your Customer (KYC) procedures in cases provided for by law, operator requirements, or internal risk management procedures.
KYC documentation may include, but is not limited to: registration documents of a legal entity; documents certifying the identity of authorized representatives; information about the ownership structure; description of the type of activity; information about the planned use of numbering resources and services.
Such documents may be stored for the duration of the Agreement and for at least 3 (three) years after its termination, unless a longer period is provided for by law or regulatory requirements.
9.8. Traffic and CDR data. The Parties may record, process, and store Call Detail Records (CDR) and other traffic data, including: the number of the subscriber initiating the call (A-number); the number of the subscriber receiving the call (B-number); the date, time, and duration of the connection; signaling and routing data; call status and technical parameters; billing information.
Such data is processed for the purposes of billing, mutual settlements, fraud prevention (anti-fraud, AIT), network management, dispute resolution, and compliance with regulatory requirements. The storage period for CDR is not less than 12 (twelve) months from the date of their creation, unless another period is provided for by applicable law.
9.9. Use of numbering resources and CLI. The parties undertake to use numbering resources (including DID numbers) exclusively in accordance with: the requirements of the national telecommunications legislation of the relevant country; the rules of the competent regulatory authorities; the contractual requirements of telecommunications operators through whose network traffic is transmitted to other networks or countries.
The customer guarantees that the transmitted Caller Line Identification (CLI): is valid and legally assigned or authorized for use; is not misleading as to the identity of the person initiating the call; complies with the requirements for the prevention of spoofing and fraud.
The Contractor has the right to block or suspend traffic with invalid, unauthorized, or spoofed CLI without prior notice.
The Contractor’s Call Detail Records (CDR) and traffic statistics generated by the Contractor’s switching equipment shall be considered prima facie evidence of the Services provided and shall be binding for billing purposes, unless the Client provides technically substantiated evidence to the contrary within the dispute period.
9.10. Fraud prevention. The parties have the right to use automated monitoring systems to detect suspicious traffic patterns, artificial traffic generation (AIT), short-duration fraud, CLI spoofing, illegal mass auto-dialing, and other abuses. If fraudulent or illegal activity is detected, the Contractor has the right to immediately suspend the provision of services, block traffic, or deactivate the number resource until the verification is complete.
9.11. The Parties acknowledge that electronic communications operators may be subject to lawful interception, data retention, and data transfer requirements to competent authorities. In cases provided for by applicable law, the relevant Party shall have the right to transfer traffic data, subscriber information, or other necessary information to competent authorities without prior notice to the other Party, if such notice is prohibited by law.
9.12. The provisions of this Section shall remain in force after the termination or expiration of the Agreement to the extent necessary to fulfill obligations regarding confidentiality, data protection, data retention, and regulatory compliance.
10.1. This Agreement shall be governed by and construed in accordance with the substantive law of Ukraine.
10.2. All disputes, disagreements, or claims arising out of or in connection with this Agreement, including those relating to its conclusion, performance, breach, termination, or invalidity, shall be resolved through negotiations between the Parties.
10.3. If no agreement is reached through negotiations, the dispute shall be resolved in court in accordance with the rules of jurisdiction established by the laws of Ukraine.
11.1. The Contractor shall have the right to:
11.1.1. Receive timely and full payment for the Services from the Client in accordance with the terms of this Agreement.
11.1.2. Establish, change, and update Tariffs, routes, destinations, and technical parameters for the provision of Services with prior notification to the Client in cases provided for in this Agreement.
11.1.3. Suspend or restrict the provision of Services without prior notice in the event of: violation by the Client of the terms of this Agreement; late payment; exceeding the credit limit; detection of fraudulent or suspicious activity; violation of requirements for the use of numbering resources or CLI; failure to comply with KYC requirements.
11.1.4. Require the Client to provide documents and information necessary for KYC and regulatory compliance.
11.1.5. Engage third parties to provide the Services without additional agreement with the Client, while remaining responsible for the proper performance of its obligations under this Agreement.
11.1.6. Change traffic routing, upstream operators, and technical routing parameters without prior agreement with the Client.
11.1.7. Block certain directions or numbers in case of increased risk of fraud or technical problems.
11.2. The Contractor undertakes to:
11.2.1. Provide Services in accordance with the terms of this Agreement and the Tariffs selected by the Client.
11.2.2. Ensure the functioning of the billing system for accounting for the Services provided.
11.2.3. Take reasonable technical and organizational measures to ensure network stability and data protection.
11.2.4. Notify the Client of significant changes in the terms of the Services in the manner provided for in this Agreement.
11.3. The Client has the right to:
11.3.1. Receive Services in accordance with the terms of this Agreement.
11.3.2. Receive information about Tariffs, the balance of the Personal Account, and the volume of Services provided.
11.3.3. Contact the Contractor with written requests and receive responses within a reasonable time.
11.3.4. Terminate the Agreement in accordance with the procedure set forth in this Agreement.
11.4. The Customer undertakes:
11.4.1. To pay for the Services in a timely manner and in full.
11.4.2. To use the Services exclusively for lawful purposes and in accordance with applicable law.
11.4.3. Refrain from fraudulent activities, artificial traffic generation (AIT), CLI spoofing, illegal auto-dialing, or other abuses.
11.4.4. Ensure the confidentiality of the Login and Password and be responsible for all actions performed through their Personal Account.
11.4.5. Provide accurate information for KYC and promptly notify of any changes in details or contact information.
11.4.6. Independently verify the legality of using the Services in the relevant jurisdiction.
12.1. The Contractor shall have the right to unilaterally amend the terms and conditions of this Offer, Tariffs, and other annexes to the Agreement.
12.2. The updated version of the Agreement shall come into force from the moment it is posted on the Contractor's official website, unless another term is specified in the relevant notice.
12.3. Continued use of the Services after the changes have been made shall be deemed to constitute full and unconditional acceptance of such changes by the Client.
12.4. The Client shall not be entitled to transfer its rights and/or obligations under this Agreement to third parties without the prior written consent of the Contractor.
12.5. The Contractor has the right to transfer its rights and obligations under this Agreement to an affiliate or successor without the separate consent of the Client, provided that the scope of the Client's rights is preserved.
12.6. If any provision of this Agreement is found to be invalid, illegal, or unenforceable in a particular jurisdiction, this shall not affect the validity and enforceability of the other provisions of the Agreement. The invalid provision shall be replaced by one that most closely reflects the original intent of the Parties and the requirements of the law.
12.7. The Client warrants that it is not subject to international sanctions and does not conduct business with countries, territories, or persons subject to sanctions restrictions under the laws of Ukraine, the European Union, the United States of America, or other applicable jurisdictions. The Contractor has the right to immediately suspend or terminate the provision of Services in case of a violation of sanctions legislation.