Contacter PG TELECOM Spolka z o.o.:
PG TELECOM Spolka z o.o. Address: ul. Stefana Batorego 18/108, 02-591 Warsaw
Tel: +336 44 55 55 55
These General Terms and Conditions of Sale andServices (hereinafter referred to as "GTCSV") apply to the provisionof products and services by the company SIPSIM SPOLKA Z ORGANICZONAODPOWIEDZIALNOSCIA, trading under the commercial name "SIPSIM," a Polish company with registered office at UL STEFANA BATOREGO 18/108, 02-591 WARSAW,POLAND, not registered with the French Trade and Companies Register (RCS) butregistered with the National Business Registry (RNE) and having a SIRET number 923 785 349 00013 and a VAT number PL7011142084, (hereinafter referred to as"SIPSIM"), to its clients (hereinafter referred to as the"Client").
These GTCSV apply solely to professional Clients,excluding consumers as defined by the Consumer Code. The Client acknowledgesthat they have received complete information regarding the Products andServices offered by SIPSIM, including their essential characteristics. TheClient acknowledges that they have read and unreservedly accepted these GTCSV, which take precedence over any other document and form the basis of thecommercial negotiation. SIPSIM reserves the right to modify the GTCSV at anytime and without prior notice in order to adapt them to changes in itsoperations. The Client will be informed of the new GTCSV by email, and thesewill come into effect in their new version upon receipt of the email by theClient.
- Services: Refers to the telecommunication services and accompanying communication services provided by MVNO to the User, as described in the contract.
- MVNO: Refers to the Mobile Virtual Network Operator, the company providing the telecommunication services to the User.
- User: Refers to the business entity (the customer) that contracts with MVNO to use the telecommunication services for its employees and subscribers.
- Subscriber: Refers to any employee or entity related to the User who has been granted access to the telecommunication services by the User.
- MNO: Refers to the Mobile Network Operator, the network carrier responsible for providing the underlying telecommunication infrastructure which is defined as Orange S.A. on French territory.
- MVNE: Refers to the Mobile Virtual Network Enabler, the entity that facilitates the provision of telecommunication services by MVNO which is defined as Transatel on French territory.
- Primary Services: Refers to the core telecommunication services provided by MVNO, including but not limited to Mobile (Virtual) PBX and its associated features.
- Communication Services: Refers to the accompanying communication services provided by MVNO, which are necessary to enforce the primary services, such as providing mobile phone numbers, SIM cards, eSIM, and enabling mobile national and international calls.
- Invoicing Period: Refers to the time frame (e.g., monthly) within which MVNO generates and delivers invoices for the provided services.
- Pricing: Refers to the charges and fees associated with the use of the services, as listed on MVNO's website or agreed upon in the contract.
- SLA: Refers to the Service Level Agreement, a separate document or section of the contract outlining the agreed-upon levels of service performance and other key performance indicators.
- Support Services: Refers to the assistance and support provided by MVNO to User for resolving issues related to the use of the services.
- Response Times: Refers to the specified time frames within which MVNO commits to responding to support requests from User.
- Force Majeure: Refers to events beyond the parties' control, such as acts of God, natural disasters, strikes, or governmental actions, which may excuse non-performance of contractual obligations.
- Confidential Information: Refers to any non-public information exchanged between the parties during the provision of services that is treated as confidential and subject to protection.
- Data Protection Laws: Refers to the laws and regulations governing the collection, processing, and storage of personal data, including the General Data Protection Regulation (GDPR) in Europe.
- Termination for Convenience: Refers to the right of User to terminate the contract without cause, subject to providing written notice within a specified notice period.
- Indemnification: Refers to the obligations of User to compensate MVNO for any claims, damages, losses, or liabilities arising from User's breach of the contract or violation of laws.
- Depersonalized Information: Refers to information that has been anonymized or aggregated in a manner that no longer allows identification of individual users.
2.1 The MVNO primarily provides access to telecommunications services, including but not limited to:
Mobile (virtual) PBX with features such as voice menu, call recording, call routing, call forwarding, voicemail transmission and setup, CRM integrations, usage and activity reports, audio announcements, event notifications, account and subscription management.
2.2 In addition to these primary services, the MVNO provides associated communication services necessary to implement the primary services, including but not limited to:
Provision of mobile phone numbers, SIM cards, eSIM, mobile number portability, activation of national and international mobile calls, SMS, MMS, voice messages, mobile internet connection, roaming calls, and data transfer.
2.3 Service Activation
The Client ensures that the person subscribing to the Services on behalf of the Client has proof of identity and capacity to act and represent the Client by providing documentation.
First of all, by checking the box on the corresponding order form, the Client confirms that they have read and understood the GTCSV.
In addition, the Client shall provide to the MVNO:
- an IBAN (International Bank Account Number),
- a SEPA (Single Euro Payments Area) direct debit mandate,
- a KBis extract dated less than one week,
- identification of the director and signatory if different, and
- the power of attorney.
The User must have an address (postal or IP) located in France when using the Service effectively. Regulatory authorities may require proof of the User's identity based on the type and numbering zone of the selected phone number during Registration. These documents must be provided by the Client upon the creation of the User Account. No Service activation will be possible until these documents are provided to the MVNO. Furthermore, the MVNO may refuse to activate the Services or terminate them in case of false or fraudulent declaration and in the absence of regularization within a reasonable period after a notice from the MVNO.
The Client can subscribe online or by signing and submitting a completed order form with an electronic signature. The duration of the subscription is indicated on the corresponding order form. Open-ended subscriptions are valid for one (1) month, tacitly renewable for successive periods of one (1) month. Fixed-term subscriptions are valid for the duration of the commitment indicated on the corresponding order form and are renewable by tacit renewal for successive periods of twelve (12) months with the option to terminate 3 months before the contract's expiration.
2.4 Right of Withdrawal for Companies with Fewer than 5 Employees that Concluded the Contract Outside the Establishment and Whose Activity Differs from the Object of this Contract
Clients employing fewer than 5 employees at the time of conclusion of the subscription contract with the MVNO have the right to withdraw within 14 days from the day following its conclusion. Any Client with this right and wishing to exercise it must notify MVNO of their decision to withdraw from this Contract by means of an unambiguous declaration by registered letter to the following address: SIPSIM SPOLKA Z ORGANICZONA ODPOWIEDZIALNOSCIA - UL STEFANA BATOREGO 18/108, 02-591 WARSAW, POLAND, or by email to the following email address firstname.lastname@example.org.
If services have been provided before the withdrawal request, the Client shall pay MVNO an amount proportional to what has been provided to them until the day of their request, in relation to all the services specified in the Contract.
The applicable rates are those in effect at the time of subscription and are indicated on the MVNO website at the following address www.sipsim.fr. The rates may be modified by MVNO. The User will be informed of any change in pricing by updating the pricing page on the MVNO website or by any reasonable means of communication established by MVNO.
Subscriptions and flat-rate royalties are billed in advance, and consumption is billed in arrears.
The amounts invoiced will be due by the Client on the date of invoice issuance and payable by automatic direct debit, within a maximum period of fifteen (15) days following said invoice date. Any started period is due in its entirety. Any amount paid by the Client is irrevocably acquired by MVNO and non-refundable. The early settlement of invoices does not entitle to any discount.
Payment for the Service is made by credit card or bank direct debit only. Upon Subscription, the Client provides their bank details and authorizes MVNO to automatically debit the sums due for the Service from their bank account, in accordance with these GTCSV. In case of unjustified rejection of a debit made by MVNO, the latter will invoice the Client for rejection fees of a unit amount of €25 excluding VAT. In order to guarantee the payment of the Services, MVNO may request a security deposit from the Client at the date of contract signature or at any time after the start date of the Services.
5. OBLIGATIONS OF THE PARTIES
5.1 MVNO'S OBLIGATIONS
MVNO undertakes to take all possible measures to ensure continuous availability of its services at the announced level and quality, as described in the Service Level Agreement (SLA) provided in Annex 1. The services will be provided regardless of the specific use of the Services by the Client, and provided that the Client complies with the obligations and restrictions set out in these GTCSV. MVNO is only bound by an obligation of means and not of results.
5.2 CLIENT'S OBLIGATIONS
The Client/User agrees to use the services provided by MVNO in strict compliance with all applicable laws, regulations, and legal requirements in France. The User must not use the services for illegal, fraudulent, or malicious purposes, including but not limited to engaging in illegal activities, including those related to fraud, money laundering, or financing terrorism; distributing, transmitting, or storing defamatory, offensive, obscene content or content violating the intellectual property rights or privacy rights of third parties; violating any law or export control regulations applicable to the use of services. The Client is solely responsible for ensuring that their use of the services does not violate the rights of third parties, including the rights of their employees, customers, or affiliates.
The User must be responsible for the careful use of the services and must take all necessary measures to prevent any fraudulent activity or action that could lead to additional obligations, risks, expenses, or losses (including reputation) for MVNO. The Client agrees in advance to give their consent and facilitate the completion by MVNO of any work/manipulations that may be necessary for the proper execution of the Contract and the implementation of the subscribed Services. MVNO reserves the right to require the Client to provide immediate and ongoing access to perform interventions. However, in the event that MVNO is prevented from accessing the Client's premises, MVNO's contractual obligations would be suspended for the duration of the impediment.
The Client must promptly inform MVNO of any suspected security breach, unauthorized access, or misuse of the services. The Client agrees to pay for the invoiced Services in accordance with the contract, to cooperate with MVNO, and in particular, without limitation, to provide all information required by MVNO for the provision of the Service. The Client is also responsible for the safekeeping, confidentiality, and use of identification elements.
5.1 List of Subprocessors
SipSim utilizes Subprocessors as part of its service provision. The current list of Subprocessors engaged by SipSim can be found on SipSim's website. By accepting this DPA, the Customer provides authorization for SipSim to engage the Subprocessors listed on the website.
5.2 General Authorization
By executing this DPA, the Customer grants SipSim a general authorization to engage additional Subprocessors or make changes to the existing list of Subprocessors. If SipSim intends to modify the list, the Customer will be notified of the changes via email to the Admin User Email Address. This communication will clearly outline the processing activities to be subcontracted, as well as the name and contact information of the intended Subprocessor.
Where Applicable Data Protection Laws grant the Customer the right to object to proposed modifications involving the addition or replacement of Subprocessors, the Customer may reasonably object to such changes. Failure to raise objections in writing within ten (10) days of receiving the information will be deemed as the Customer's acceptance of the new Subprocessors. In the event of objections, both Parties will collaborate to find a mutually satisfactory solution.
5.4 Same Obligations
When SipSim engages another Subprocessor, it will establish a contract that imposes the same obligations on the Subprocessor as those imposed on SipSim under this DPA. SipSim will ensure the Subprocessor's compliance with the obligations stipulated in this DPA and the Applicable Data Protection Laws.
5.5 Subprocessor Agreements
As required by the Applicable Data Protection Laws and permitted by SipSim's confidentiality commitments, SipSim may furnish the Customer with a copy of the Subprocessor agreement, including subsequent amendments, upon the Customer's request.
In accordance with the provisions of the Applicable Data Protection Laws, SipSim shall bear responsibility towards the Customer for the actions and omissions of its Subprocessors to the same extent that SipSim would be held directly liable if it were performing the services of each Subprocessor under the terms of this DPA.
The Client acknowledges the confidential nature of all documents, systems, software, and information that may be communicated to them by MVNO during the execution of the Contract, which are not known to third parties. The Client agrees to use this confidential information solely for the purposes of the Contract and not to disclose it to third parties. The Client guarantees compliance with this confidentiality obligation by its employees, agents, representatives, and authorized users.
The confidentiality obligations set forth in this article shall continue for a period of ten (10) years from the date of expiration of the last service provided.
MVNO has no control over the content of the Client and therefore shall not be liable for the nature or content of the Client's content and the use that the Client makes of the Services. MVNO shall not be held responsible for a failure in the performance of the Services resulting from a failure by the Client to fulfill the terms of obligations incumbent upon them resulting in particular from Article 5.2 hereof or the intervention of a third party other than an MVNO partner.
MVNO shall not be responsible for direct or indirect risks and losses that the User may face when using the services, including those resulting from the use of the services in violation of this Contract or any applicable law. Furthermore, MVNO shall not be held liable in the event of financial harm resulting from economic loss, the cost of replacement services, loss of profits, loss of turnover, loss of orders, loss of customers, or loss or alteration of the Client's Content and/or loss resulting from damage to image or reputation, whether such losses result from direct or indirect damage.
In any case, MVNO shall not be liable for harm that was not foreseeable at the time of the conclusion of the contract and that does not constitute an immediate and direct consequence of the non-performance of this contract. In any case, MVNO's total liability to the User/Client for any claim arising from this Contract shall not exceed the total amount paid by the User to the MVNO under this Contract during the six (6) months preceding the claim.
8. FORCE MAJEURE
If one of the Parties is affected by a Force Majeure event as defined by law and Jurisprudence, the affected Party undertakes to notify the other Party immediately of the nature and scope of the circumstances in question. Notwithstanding any provision to the contrary in the Contract, neither Party shall be considered as having violated the Contract and shall not be liable to the other Party for a delay in performance or non-performance of its contractual obligations (except obligations of a financial nature), to the extent that the delay or non-performance is attributable to a Force Majeure event of which it has notified the other Party. The deadline for performing this obligation shall be extended accordingly.
Conventional events constituting fortuitous events defined as insurmountable and irresistible events resulting from facts beyond the control of the parties, which consist of an event or a series of events of a climatic, pandemic, bacteriological, diplomatic, technical, or social nature, although in a non-limiting manner, natural phenomena such as tornadoes, floods, hurricanes, earthquakes, volcanic eruptions, the spread of a virus that would be qualified by the authorities as an epidemic, the use by a State or terrorist group of weapons of any kind disrupting the continuity of commercial relations, disturbances, calamities, local or national social conflicts impacting the provision and/or services of MVNO or the Client, interruptions or breakdowns in telecommunications networks, interruptions in the distribution of the power grid, a governmental decision – including the withdrawal or suspension of authorizations granted – a state of declared war, civil war, acts of terrorism.
If a Force Majeure event preventing one of the Parties from fulfilling its obligations under the Contract lasts more than thirty (30) consecutive days, the Parties shall be required to consult in order to examine the terms of continuing their collaboration or, where applicable, the conditions for terminating their contractual relationship. In the absence of an agreement within thirty (30) days from the start of the consultation, the Contract shall be considered automatically terminated without compensation on either side.
9. MONITORING AND REPORTING
MVNO reserves the right to monitor the use of services by the Client in order to ensure compliance with this Contract and applicable laws. If MVNO becomes aware of alleged or actual violations of laws or regulations by the Client or its employees, MVNO may report such activities to the competent authorities as required by law.
The Client agrees to indemnify and hold MVNO, its officers, directors, employees, and affiliates harmless from any claim, damage, loss, liability, and expense (including reasonable legal fees) arising from or related to the Client's violation of this Article 9, including any violation of applicable laws and regulations.
In the event that a government authority or law enforcement agency contacts MVNO regarding the use of services by the Client, the MVNO may, at its discretion, cooperate with these authorities and provide them with any necessary information, including Client data, to comply with legal obligations and protect MVNO's rights.
10. PARTIAL INVALIDITY
If one or more provisions of these GTCSV are held to be invalid or declared as such under a law, regulation, or a definitive decision of a competent court, the other provisions shall remain in full force and effect.
The fact that either Party does not invoke a breach by the other Party of any of the obligations referred to in these GTCSV shall not be interpreted for the future as a waiver to invoke such a breach or to fulfill the obligation in question
The terms of the conditions applicable to the Services may, if necessary, be modified at the initiative of MVNO, provided that this does not affect the quality of the Services provided and that this is communicated to the Client by email. The Client will be deemed to have accepted the new conditions.
13. PROCESSING OF CLIENT DATA
By accepting these GTCSV, the Client acknowledges authorizing MVNO to process its data in accordance with its agreements with MVNO regarding the provision of the subscribed Services.
The processing of Client data by MVNO is limited to the performance by MVNO of its obligations under the contract that binds it to the Client in the context of the provision of the subscribed Services.
MVNO prohibits any other use of Client data without obtaining its prior and written consent for such processing.
14. DATA PROTECTION
By signing this contract, the Client accepts that MVNO may conduct solvency assessments and collect information about the Client as well as its representatives and other stakeholders in the Client's business. This information may be used by MVNO in the execution of the contract, to fulfill its legal obligations and/or to send information about products or services that may be of interest to the Client.
The information thus provided may give rise to the exercise, by the Client, of all its rights, including the right of access, rectification, erasure, objection, or limitation, under the conditions provided by Regulation (EU) 2016/679 of April 27, 2016, known as the General Data Protection Regulation (GDPR), and by the amended law of January 6, 1978.
The Client may exercise its rights with the Data Protection Officer (DPO) designated by MVNO.
For any requests for information or exercise of rights related to data protection, the Client may contact MVNO's DPO.
15.1. Termination for Convenience at the Initiative of the Client
The Client can terminate the contract up until the day before the monthly anniversary date of their subscription in their account on the MVNO website. Credits already purchased will not be refunded.
In case of subscription to an offer with an annual commitment period, the Client has the option to terminate their commitment in their account on the MVNO website three (3) months before the end of the Subscription Period. In case of early termination before the ongoing Subscription Period, the Client will be liable for early termination fees equal to the amount of the last subscription invoice multiplied by the number of months remaining until the end of the ongoing Subscription Period.
15.2. Termination for Breach
Each Party may terminate this Contract or a Purchase Order in the event of a material breach by the other Party of an essential obligation of this Contract upon written notice of thirty (30) days to the other party of such violation and if the alleged breach is not remedied within this period.
15.3. Termination For Convenience
Notwithstanding any other provision of this agreement to the contrary, the MVNO may terminate this agreement for convenience by giving the Client party at least ten days prior written notice of its election to terminate. Notice shall be given in writing, addressed to the Client's primary email address as indicated in the form, or to any other email address the Client may have provided to the MVNO for correspondence purposes. The notice shall be effective upon receipt by the Client. Termination under this clause shall not entitle the Client to any indemnity or compensation from the supplier, unless expressly stated otherwise in the contract. The Client shall be entitled to money back in the proportion of unused one in case of pre-payments.
16. SERVICE LEVEL AGREEMENT (SLA) AND SUPPORT TERMS
16.1. Service Level Agreement (SLA):
MVNO will provide the services in accordance with the Service Level Agreement (SLA) described in Annex 1, which is an integral part of these GTCSV.
The SLA will specify the agreed performance levels, uptime, availability, response times, and other key performance indicators (KPIs) that MVNO commits to maintaining in the provision of services.
In case of a violation of the SLA, the Client will be entitled to remedies and credits, if applicable, as specified in the SLA.
16.2. Support Services:
MVNO will provide support services to assist the Client with any issues related to the use of the services.
Support services may include, but are not limited to, technical support, troubleshooting, and issue resolution.
Support services will be available during the specified support hours in Annex 1 or as otherwise agreed between the parties.
16.3. Support Channels:
The Client can access support services through the following channels:
- +33 6 44 50 50 50, +33 6 44 55 55 55: The Client can contact MVNO's support team by phone during support hours.
- email@example.com: The Client can submit support requests to MVNO's designated support email address.
- app.sipsim.com: The Client can access MVNO's online support portal to log and track support tickets.
16.4. Response Times:
MVNO will respond to support requests within the specified response times in Annex 1 or as otherwise agreed between the parties.
Response times may vary based on the severity of the issue, as classified by MVNO's support team.
16.5. Issue Escalation:
In case a support issue remains unresolved after the initial support contact, the Client may escalate the issue to MVNO's designated contacts as specified in Annex 1.
16.6. Maintenance and Downtime:
MVNO may perform routine maintenance, updates, and improvements on the services to ensure their continued performance and security.
MVNO will provide the Client with advance notice of any planned maintenance that may result in a service interruption or disruption, except in cases of emergency.
Support services will not cover issues arising from:
- User misuse, negligence, or unauthorized modifications of the services.
- Any third-party hardware, software, or services not provided by MVNO.
- Force majeure events or events beyond MVNO's control.
If applicable, MVNO may provide the Client with training resources or documents for proper use of the services.
Any additional training beyond what is provided in Annex 1 may be subject to additional fees and mutually agreed-upon terms.
16.9. Support Liability Limitation:
MVNO's liability for support services will be limited to the scope and terms outlined in this Article 6 and in Annex 1.
MVNO will not be liable for indirect, incidental, consequential, or punitive damages arising from the provision of support services.
ANNEX 1: Service Level Agreement (SLA)
1.1. Uptime and Availability:
MVNO shall use commercially reasonable efforts to ensure that the services are available and accessible to User at all times, with a target uptime of 99.9% each calendar month. Uptime is calculated as the total time the services are available, excluding scheduled maintenance periods.
1.2. Response Times:
MVNO shall respond to support requests from User within the following time frames, depending on the priority level of the request:
- Priority 1 (Critical): MVNO shall respond within 1 hour during normal support hours.
- Priority 2 (High): MVNO shall respond within 2 hours during normal support hours.
- Priority 3 (Medium): MVNO shall respond within 4 hours during normal support hours.
- Priority 4 (Low): MVNO shall respond within 1 business day during normal support hours.
1.3. Resolution Times:
MVNO shall use reasonable efforts to resolve support issues within the following time frames, depending on the priority level of the request:
- Priority 1 (Critical): MVNO shall work continuously and expeditiously to resolve the issue until it is fully resolved.
- Priority 2 (High): MVNO shall resolve the issue within 24 hours during normal support hours.
- Priority 3 (Medium): MVNO shall resolve the issue within 3 business days during normal support hours.
- Priority 4 (Low): MVNO shall resolve the issue within 5 business days during normal support hours.
1.4. Maintenance and Downtime:
MVNO may perform routine maintenance, updates, and upgrades to the services to ensure their continued performance and security. MVNO shall provide User with advance notice of any planned maintenance that may result in service downtime or disruption, except in cases of emergency. Maintenance windows shall be scheduled during off-peak hours whenever possible.
1.5. Service Credits:
In the event of any SLA breach for uptime and availability, User shall be entitled to receive service credits as follows:
- Uptime below 99.9% but equal to or greater than 99.5%: 5% service credit of the monthly fees for the affected services.
- Uptime below 99.5%: 10% service credit of the monthly fees for the affected services.
Service credits shall be provided to User in the form of a credit against future invoice(s) and shall not be redeemable for cash.
2.1. Support Hours:
MVNO's standard support hours are Monday to Friday, 9:00 AM to 6:00 PM (local time in France), excluding public holidays. Support requests received outside these hours will be addressed during the next available support window.
2.2. Support Channels:
User may access support services through the following channels:
- Phone: User may contact MVNO's support team via the designated support phone number during the support hours.
- Email: User may submit support requests to MVNO's designated support email address.
- Online Portal: User may access MVNO's online support portal to log and track support tickets.
2.3. Issue Escalation:
In the event that a support issue remains unresolved after the initial support contact, User may escalate the issue to MVNO's escalation contacts as specified below:
- Escalation Contact Name: [Name]
- Escalation Contact Email: [Email Address]
- Escalation Contact Phone: [Phone Number]
If applicable, MVNO may provide training resources or materials to User for proper use of the services. Any additional training beyond what is provided shall be subject to additional fees and mutually agreed-upon terms.
The support services shall not cover issues arising from:
- User's misuse, negligent use, or unauthorized modifications of the services.
- Any third-party hardware, software, or services not provided by MVNO.
- Force majeure events or events beyond MVNO's control.
2.6. Limitation of Support Liability:
MVNO's liability for support services shall be limited to the scope and terms set forth in this Annex 1.