ESCAUX Reseller Terms and Conditions

1. General

These terms determine the rights and obligations between Escaux S.A., with registered address 408, Chaussée de Bruxelles, 1300 Wavre, BTW/TVA BE 0452498367 RPR/RPM Nivelles (hereafter 'ESCAUX') and its Resellers in respect to the delivery of Support Services by Escaux including all applications, accessories and options. These General Terms and Conditions shall take precedence over any general terms and conditions established by the Reseller. Any Support Services included in the relevant Service Order are dependant on the (1) type of SLA option chosen and (2) Escaux UCS edition purchased. The Support Services are solely for professional use. Detailed descriptions of what is included can be found in the Support Service & Service Level Agreement (SLA) document. Escaux reserves the right to modify the terms and conditions of its Support Services from time to time and upon reasonable notice, provided that any such modification will not substantially diminish the level of Support Services that Reseller is then currently receiving.

Unless otherwise agreed, these general conditions shall govern all Escaux Services (hereinafter 'Services'). The Services are described in the Service Description and Order Forms that the Reseller will sign for acceptance. Any installation, maintenance or support Service shall be governed by separate Terms for the delivery of these Services by ESCAUX. In case of any contradiction between various documents the following order of precedence will apply:

  • Service Order (plus poss. additional Support Service specific clauses or agreed addendum)
  • In the Support Service & Service Level Agreement (hereafter 'SLA')
  • these General Reseller Conditions (hereafter 'these Terms')

2. Relationship between parties

Escaux shall provide to Reseller all agreed Services subject to these Terms. The Services are delivered on a non-exclusive basis. Escaux reserves the right to agree any cooperation with other Resellers.

The Reseller may either purchase equipment from Escaux or choose a service model in which equipment may be put at the disposal of the Reseller. In the latter case, the equipment will at all times remain the ownership of ESCAUX.

Escaux reserves the right to set up deals with other Resellers for the distribution of the same Services or products.

3. Ordering of new Services

Reseller may address a written request to Escaux to supply new Services to Reseller from time to time. Escaux will confirm Reseller's request, if Escaux is able to supply those Services under these Terms. Each Service Order will therefore be subject to ESCAUX's acceptance. Escaux may accept or reject a Service Order at its sole discretion. If Escaux cannot accept a Service Order, Escaux will inform Reseller as soon as reasonably possible and, if applicable, provide the terms under which Escaux can accept the Service Order. The Services, the SLA option and the charges, shall form a separate Service Order for the supply of that particular Service. Escaux can under no circumstances whatsoever be held liable on account of costs, losses or damage sustained by Reseller as a consequence of ESCAUX's omission to accept a specific order.

4 ESCAUX's obligations to Reseller

Escaux shall supply Reseller with the Support Services in accordance with each Service Order agreed with Reseller. Escaux shall apply all the required competence and care whilst performing the Service.

Escaux guarantees Reseller the high standards regarding the quality of service and annual service guarantees as mentioned in the SLA option as ordered by the Reseller. Escaux will provide commercial and technical documentation to support the Reseller to sell Escaux IP Telephony solutions. Source code is not part of the Services provided to the Reseller and remains at all times the property of ESCAUX.

Potential customers that approach Escaux will be given access to the list of all Resellers. Escaux cannot be held liable in case a potential prospect would switch from one to another Reseller or would address Escaux directly and Escaux refers this prospect to the list of Resellers. However in order to avoid this as much as possible, Escaux advises the Reseller to report prospects to Escaux in order Escaux can react accordingly when this prospect approaches Escaux directly.

Escaux Services do explicitly not include the following :

  • Any configurations and specification not included in the webinterface.
  • All Reseller specific configurations such as customization of IP Phone configurations (customized button programming, logos, ect.). These must be reported through the SMP webinterface.
  • Application of the system for any unfit purpose, this means purpose for which it was not designed nor intended to address. The Reseller is made fully aware about the exact features and capabilities of Escaux UCS. Escaux does not give any fit for purpose guarantee and Reseller will remain responsible for creating the correct expectation of the end user.
  • Software phone or "softphone" configuration or troubleshooting.
  • Troubleshooting of remote teleworkers configurations that use unsupported network hardware of firewalls.
  • Configuration of Reseller supplied equipment, including switches, firewalls, routers, etc...
  • Resolution of poor internet or PSTN access quality with Reseller's Service providers.
  • Resolution of trouble with local telephone Service or associated inside wiring.

5. Reseller obligations to Escaux

The Reseller shall ensure:
  • not to use the Services for any unlawful purposes or to receive or send messages which are offensive, indecent, obscene, menacing, defamatory, or which infringe any intellectual property right (including, without limitation, trade marks, copyright, or rights relating to domain names), nor allow others to do so; not knowingly intercept or attempt to intercept any message that passes over our network;
  • not knowingly or recklessly send any message or virus which causes or is likely to cause harm, in any degree, to Escaux or its end-users, or any of those parties' communication systems;
  • to keep confidential and not to disclose to any third party any information relating to the Services or the charges without ESCAUX's prior written consent (unless such information is already in the public domain or if required by law);
  • under no circumstances to attempt to obtain access to Escaux servers, Service management platform, systems or software, either located in or outside the end-user's private network.
  • to inform Escaux immediately if any of the passwords or other confidential information that we have disclosed to Resellers become known to any unauthorized user;

The Reseller can define his own end-user prices.

The timely and correct Service delivery and assurance of our Services to the Reseller is only possible under the cumulative conditions as stipulated in the SLA.

In order to maintain the integrity of its Services or to safeguard the delivery of the Service, Escaux always reserves the right to take measures and give instructions at any time which Escaux deems necessary in order to prevent or repair any disturbances in the Service provided to Reseller or to third parties. These measures may result in, but are not limited to, the suspension of the Service. Reseller shall immediately follow any instructions given in relation herewith given by ESCAUX.

The Reseller promptly notifies Escaux about the technical problems with the software and reports about all steps undertaken to respond to those end-user problems.

The Reseller indemnifies Escaux against all third party claims and any losses, liabilities, costs (including legal costs) and expenses which Escaux may incur as a result the Reseller's use or misuse of the Services always provide that:

  • Escaux promptly notifies the Reseller of such claim;
  • the Reseller has conduct of such a claim.
  • Escaux gives the Reseller reasonable assistance in defending such claim; and
  • this indemnity shall not apply to the extend that any claim or part of a claim directly results from Escaux acts or omissions

The Reseller agrees to comply with the intellectual property rights of Escaux in accordance with Section 12.

6. Reseller obligation to End-user

The Reseller commits itself to present the full and complete Escaux UCS Services portfolio to the end-user and to provide full information on the functionalities.

The Reseller is responsible for the delivery and Service assurance of Escaux UCS Service towards the end-user. Those Services include :

  • Explain and sell Escaux UCS product & services;
  • Signature of the order form and any general conditions between Reseller and end-user;
  • Project Management and capture the end-user requirements;
  • Installation and registration of Escaux UCS;
  • Configuration of end-user requirements through SMP web-interface;
  • Training to the end-users and responsible administrator;
  • Meet with end-user after installation to perform the fine-tuning of the configuration;
  • Support to the end-user through a Reseller provided support desk;

7.Duration and Termination

As of communication of the password and login by Escaux to the Reseller of the Service Management Platform (SMP) shall the Reseller be allowed to start testing and configuration the Escaux UCS software for a maximum period of two (2) weeks. During such period the only test calls with limited duration can be made.

Whenever the Reseller activates the Escaux UCS software through the SMP before or at the end of the testing period, the Escaux UCS software will be deemed to have been accepted. Only after the activation of Escaux UCS software and payment in accordance with section 8, the system can be used, calls will be passed through the system and the SMP Support Service can be used to manage Escaux UCS.

The duration of the Service Orders are as determined in the order forms for the specific Service and will have a minimum duration of three year (36 months), unless otherwise agreed between parties. The duration of the initial period will start at moment of the activation of the Escaux UCS software.

Each Service Order will automatically be prolonged each time for a subsequent period of one year if not terminated by Reseller by written notice three months before the end of the initial period or any renewal.

Reseller may terminate each Service Order at any time before the end of the initial term or renewal by registered letter. This termination will become effective at the end of the month following the month in which the notification of termination was sent to us. In this case Reseller shall pay a fixed amount equal to the fixed monthly costs due as a minimum pursuant to the Service Orders for the use of the Services, multiplied by the number of months during which the Service Order would have remained in force if it had not been terminated. This compensation does not constitute a penalty clause, but is an agreed price for the termination right exercised by Reseller. The termination of a Service Order does not affect other agreements concluded with respect to any Escaux UCS products.

In addition to our rights, Escaux may at any time end this Agreement and/or any Service Order and/or suspend the provision of any Service, if:

  1. bankruptcy or insolvency proceedings are brought against Reseller, a receiver is appointed over any of Reseller's assets or Reseller goes into liquidation (or any similar event in Reseller's country of incorporation takes place);
  2. Escaux are obliged to by a decision or direction of any governmental body or regulatory authority;
  3. Escaux shall have the right to terminate this Agreement in case of non payment of the Support Services delivered to Reseller;
  4. The Reseller makes modifications to the system that compromises ESCAUX's ability to support the system. For example if the connection to the Escaux SMP is closed down;
  5. The Reseller has intentionally attempted to add/remove devices to the system without using the administrator web interface;
  6. Modifications or attempts to change the authorization rules of the system or the connection between Escaux UCS and the SMP;
  7. At ESCAUX's discretion if the Reseller's environment is considered unsupportive;
  8. In case of a breach by Reseller of any of the contractual obligations which are not remedied within 5 days after the written notice;
  9. In case of non respect of targets agreed with Reseller in writing;
  10. In the event of Force Majeure, 'Force Majeure' means any event (other than in relation to payment) beyond a party's reasonable control affecting the performance of that party's obligations under these Terms or any Service Contract and that such party is unable, by the exercise of reasonable diligence, to remove or avoid. Such events include but are not limited to any act of God or Government, flood, fire, explosion, lightening, terrorism, any damage to the Escaux System deliberately or negligently caused by a third party, acts of a third party causing material disruption to the voice networks and industrial action outside the direct control of the affected party.

If the Services are suspended, all Charges incurred by Reseller for the use of the Services (whether invoiced or not) shall be due and payable in full on demand and Reseller shall have no right to withhold, deduct or set off any such amounts.

Escaux reserves the right to impose a fixed penalty for breach of contract, by law and without notice being served, in the event that the Reseller cancels, in full or in part, an order placed on Escaux premises or within seven working days of conclusion of the contract where this takes place on premises other than those of ESCAUX. Such penalty equals at least the amounts of the Service Order value.

8. Invoicing and payment

8.1. Invoicing

The Reseller shall pay the following charges to ESCAUX:

  • the charges pertaining to the installation Support Services;
  • activation key for SMP access;
  • the fixed monthly charges for the Support Services invoiced on yearly basis;
  • the charges for voice minutes in case the total number of hours/month included in the Service are exceeded;
  • the charges for calls to destinations not included in the monthly package (all destinations called that are not mentioned in Annex A;
  • the other charges, if any, as determined in the Service Order or other documents that you will sign for acceptance.

Reseller will be charged prior to installation unless otherwise agreed the following charges; (1) the installation fee, (2) SMP key (3) plus 12 month charges (SLA option fees), (4) support credits plus any if applicable (5) other Support Services as agreed in the Service Order. Escaux will only accept payment of charges by bank transfer or by direct debit drawn from a bank account held in a registered name of your business or payment by credit card held in a registered name of your business. The activation of Escaux UCS through the SMP shall only be possible after receipt or confirmation of payment. At the anniversary date of the activation of the system, the yearly billing shall be conducted as described above. Any usage based (for ex. Voice Services and Support Credits) charges are invoiced on regular intervals.

Unless otherwise stated, all charges shall be in Euro and exclusive of value added or other applicable tax, which shall be added to Resellers invoices. If Reseller claims that value added or other applicable tax should not be chargeable on the Support Service and/or that they otherwise exempt from such taxes, it shall be on Reseller to provide such evidence to the complete satisfaction of ESCAUX.

Escaux will invoice the Reseller at the billing address shown in the order form or as Reseller notifies us in writing from time to time. Customer agrees to keep these charges confidential during this Agreement and for two year after the cooperation has ended. Every year, the charges will follow the consumer price index. In case of a dispute of the invoice, Reseller shall not be exempted of paying the undisputed amount within the term referenced on the invoice.

8.2. Price and payment

8.2.1. Unless otherwise stipulated, the costs are drawn up in euros and are understood exclusive of VAT or any other applicable tax in force when the order form is concluded or during the provision of the services.
8.2.2. Unless otherwise stipulated, the invoices issued by the service provider are payable in euros within the period stated thereon, exclusively into one of the following two bank accounts: KBC IBAN BE39 7350 1220 5719 (BIC KREDBEBB) or ING IBAN BE46 3630 8644 6036 (BIC BBRUBEBB), the parties excluding cash payments or payment by third parties.
8.2.3. Any complaint relating to the invoice must be duly justified and sent to the service provider in writing, at the latest within ten days of having been drawn up, otherwise it will not be taken into account and the invoice will be deemed to have been accepted.
8.2.4. In the event of the non-payment of any invoice within the period indicated thereon, the client will be liable, in addition to the capital amount, for payment to the service provider, ipso jure and without prior formal notice, for interest on arrears at the rate of 10 % per annum, as well as flat-rate compensation amounting to a total of 10 % of the amount in principal of the order, including VAT, interest and costs, with a minimum amount of EUR 75.
8.2.5. In the event of a judicial debt collection procedure, the service provider may also claim, as preferred, all legal expenses (procedural costs, etc.) or all reasonable collection expenses, in addition to the legal expenses.
8.2.6. Should the client fail to meet a single payment due date, for any reason whatsoever, all subsequent settlements will be made, at the latest, when the client places the next order. Moreover, in this case the service provider reserves the right to suspend the provision of services as of the eighth day following the dispatch of the formal notice concerning the payment. Finally, in the event of persistent non-payment after the 30th day following this formal notice, the service provider reserves the right to terminate the contract, without prejudice to the compensation for termination to be borne by the client.

Please refer to our applicable General Terms and Conditions of Payment for full details.

9. Transfer of ownership and risk

The risks shall transfer to the Reseller when the Escaux UCS is delivered. Thereafter, Reseller shall be liable for all risk of loss, theft and destruction, in full or in part, of the Escaux UCS.

10.ESCAUX's liability

Escaux shall not be liable for any indirect, immaterial or consequential damage sustained or incurred by the Reseller or any third party attributable to an operating failure or a faulty operation of the Escaux UCS, including any loss of production, earnings, goodwill, business or data, even if Escaux has been advised of the possibility thereof and whether arising from gross negligence, breach of contract or howsoever. Escaux shall not be liable for any direct or indirect damage attributable to the software delivered with or installed in Escaux UCS.

Escaux shall not be liable for the content of communications or messages nor for the integrity of any data transmitted over its network. Nor shall Escaux be liable for third-party Services provided via its network or any lost revenue. Escaux shall not give any guarantees of functioning nor be liable for Services or information provided by or distributed via its network. Escaux shall not be liable for any transactions between a third party and the Reseller. Under no circumstances shall Escaux be deemed to be a party to any contracts concluded between a third party and the Reseller, unless specified otherwise and agreed in writing by ESCAUX.

No guarantee can be provided as to the quality of the connections and/or Service if the Reseller connects, directly or indirectly, to an operator or service provider via interfaces and/or signaling, even where these comply with the standards at national or European level. Escaux shall not, under any circumstances, be liable for any lack of network quality.

Resellers' sole and exclusive remedy in respect of any failure by Escaux to meet the Service levels as set out in the SLA shall be to the compensation set out in the SLA and according to the SLA option chosen on the Service Order.

Escaux can not be held liable for any interruptions or disturbances of the Services resulting from a problem with the cabling that are a consequence of a fault of Reseller or any third party or in general following a situation that falls beyond our reasonable control.

The total aggregated liability of Escaux to Resellers in respect of all causes of action arising in each calendar year, in contract tort or otherwise in the connection of the supply or non-supply of the Services and this agreement shall never exceed an amount equal to 75% of the charges payable by you in such calendar year. The damages payable shall be calculated by annualizing the charges actually paid and the charges due in such calendar year. In the event it is not possible to ascertain the level of charges payable in any calendar year then the charges payable shall be deemed to be 15.000 euro in such calendar year.

11. Documents and software: Intellectual Property Rights

1. Escaux shall own all right, title, and interest to the software, technology, information or code provided to end-user, including all portions, copies or modifications thereof.

Escaux shall grant the end-user a non-exclusive license to the use of the diagrams and any other technical and commercial documents related to the Escaux UCS software sold, as well as a non-exclusive and non-transferable license to use the software and any other software provided separately for the making & receiving of telephone calls.

Reseller acknowledges it will obtain no right or ownership whatsoever in the Escaux patents, copyrights, trademarks, intellectual property of know-how.

Reseller acknowledges it does not obtain any license to use the software.

Reseller shall only have access to the sold software with a view to fulfilling its obligations under these Terms.

Reseller will take reasonable care to prevent any party other than the end-user to use the software in any way whatever. He will treat the licensed software as strictly confidential and shall not divulge the whole or any part thereof to any third party. Reseller shall ensure that its employees comply with such confidentiality and non-disclosure obligations.

Reseller shall notify Escaux if it becomes aware of any unauthorized use of the whole or any part of the software by any person.

2. The Reseller shall not become end-user of any Services without prior written consent of ESCAUX.

In such event, the following terms apply.

Escaux shall own all right, title, and interest to the software, technology, information or code relating to the Support Services, provided to Reseller, including all portions, copies or modifications thereof ('Software'). Escaux shall grant the Reseller a non-exclusive license to the use of the diagrams and any other technical and commercial documents related to the Support Services. These documents shall not be given to a third party without ESCAUX's consent in writing.

Reseller explicitly acknowledges that all Software contains technical and confidential information that are the property of Escaux or its supplier. The standard version of the Software may be provided by Escaux to the Reseller, giving the latter a simple, non-exclusive and non-transferable license to use the Software and any other software provided separately for the making & receiving of telephone calls..The rights granted hereunder or use of Escaux products does not convey any rights or ownership in Escaux patents, copyrights, trademarks, intellectual property or know-how.

The Reseller acknowledges that it is licensed to use the licensed Software in accordance with the terms of the General Terms and Conditions but not further or otherwise. Reseller has no right or interest in the Software except the non-exclusive right to use it in the product in which it was delivered. Use of software delivered as a separate item shall be subject to a separate license agreement that Reseller shall be required to accept prior to delivery.

The license to use the Software is only applicable after fulfilling all the payment conditions. The Reseller shall use the Software for its own purposes only. The Reseller shall not permit any third party to use the Software in any way whatever. The Reseller shall treat the licensed Software as strictly confidential and shall not divulge the whole or any part thereof to any third party. The Reseller shall ensure that its employees comply with such confidentiality and non-disclosure obligations. The Reseller shall keep exclusive possession of and control over the copies of the licensed Software in its possession and shall effect and maintain adequate security measures to safeguard the licensed software from access or use by any unauthorized person.

The Reseller shall not without the prior written consent of Escaux use the Software at any location other than the installation address specified in the Purchase Order.

Except to the extent and in the circumstances expressly required to be permitted by law, the Reseller shall not alter, modify, adapt or translate the whole or any part of the Software in any way whatever nor to decompile, disassemble or reverse engineer the software or any part thereof nor attempt to do any of such things.

Reseller agrees not to directly or indirectly reproduce, decompile or provide or otherwise make available to any third party any Escaux intellectual property. Reseller shall be liable for all damages, including loss of anticipatory profits, incurred by Escaux as a result of such unauthorized use, copy or replication.

Escaux shall supply 1 copy of the Software and the diagrams and other technical and commercial documents. In addition, the Reseller may make 1 copy of the Software for operational security and back-up purposes but shall make no other copies thereof. The Reseller shall ensure that all such copies bear the same proprietary notices as the original. The provisions of this Agreement shall apply to all such copies as they apply to the originals. No copies may be made of the documentation without the prior written consent of ESCAUX.

The use of the Software is restricted to use on the computer system which is under direct control of the Reseller ('The Computer System'). The Reseller acknowledges that an additional license fee is payable for each additional Computer System on which the Software are to be used or additional concurrent user which is to have access to the Software.

Escaux shall be entitled to terminate the license forthwith by notice in writing to the Reseller if the Reseller shall commit any breach of the terms of these Terms or shall become insolvent or shall have a liquidator, receiver, administrator or administrative receiver appointed or if the Reseller permanently ceases to use the Software. Upon such termination the Reseller shall return the Software and all copies thereof to Escaux or, at the option of ESCAUX, shall destroy the same and certify that they have been so destroyed. The Reseller shall also cause the Software to be erased from its Computer System and shall certify to Escaux that the same has been done.

The Software, when delivered to the Reseller, shall provide the facilities and functions described in the product description and the documentation. The Reseller agrees that the Reseller's sole remedy in respect of a defect shall be for Escaux to provide correction of documented program errors which ESCAUX's investigation indicates are caused by a defect in an unaltered version of the Software, and are not due to a defect or deficiency in, or a failure of, the equipment upon which the Software are operated or hardware or software not recommended or approved by ESCAUX, or incorrect handling or employment of the Software by the Reseller. All warranties hereunder extend only to the Reseller and are for the benefit only of the Reseller.

Escaux makes no warranties or representations concerning the computer equipment used in conjunction with the Software.

Escaux shall indemnify the Reseller against any claim that the normal use or possession of the Software infringes the intellectual property rights of any third party provided that Escaux is given immediate and complete control of such claim, that the Reseller does not prejudice ESCAUX's defense of such claim, that the Reseller gives Escaux all reasonable assistance with such claim and that the claim does not arise as a result of the use of the Software otherwise than in accordance with these Terms or in combination with any Equipment or programs not supplied or approved by ESCAUX. Escaux shall have the right to replace or change all or any part of the Software in order to avoid any infringement. The foregoing states the entire liability of Escaux to the Reseller in respect of the infringement of the intellectual property rights of any third party

The Reseller shall notify Escaux if the Reseller becomes aware of any unauthorized use of the whole or any part of the Software by any person

The Reseller will permit Escaux to check the use of the Software by the Reseller at all reasonable times and for that purpose and the purpose of verifying the discharge of the Reseller's obligations, Escaux shall be entitled to enter any of the Reseller's premises (and so that the Reseller hereby irrevocably licenses ESCAUX, their employees and agents to enter any such premises for any such purpose)

Reseller shall not remove, deface or obscure any copyright, trademark or other proprietary notice in the Software.

12. Confidential Information

The Reseller agrees to treat any data or information which the Reseller or its employees and/or subcontractors would have been informed or would have gained knowledge of during the execution of these Terms as confidential information (hereafter called "Confidential Information") during the order and for a period of two (2) years after the termination of this Agreement. The Reseller agrees not to use said Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under these Terms. The Reseller shall protect the secrecy of and avoid disclosure and unauthorized use of Escaux Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. The Reseller shall not reproduce, copy, publicise or otherwise disclose such Confidential Information, in whatever form or way, to any third party, unless expressly authorized in advance and in writing by ESCAUX, which consent Escaux may withhold in its sole discretion. The Reseller shall immediately notify Escaux in the event of any disclosure, loss, or destruction of Confidential Information. Shall not be considered as Confidential Information:
  • information that Escaux publicly and in a written manner disclosed in the past;
  • information known by Customer, under no obligation of confidence, at the time of disclosure by Escaux or its staff;
  • information that becomes publicly known through no wrongful act of Customer or its personnel;
  • information that is lawfully obtained by Customer from a third party who, in making such disclosure, breaches no obligation of confidence; and
  • information that is independently developed by the Customer without reference to the Confidential Information.

13. Hardware Maintenance contract

In case the Reseller buys equipment, at any time, the Reseller can conclude a purchase and maintenance contract with ESCAUX. Acceptance of the request for a maintenance contract shall be subject to a prior technical examination, at the customer's expense and billed at the rates then applicable.

14. Security recommendation

Escaux fully relies on Information Technology to conduct its business activities. Incidents affecting availability of related IT equipment and solutions, or affecting the availability, integrity or confidentiality of the IT managed data, have thus direct effect on its customers. In this context, our Security Recommendation document non exhaustively sets forth Security Recommendations that ESCAUX's Customer should take into account to decrease risk of Fraud, Theft,... of its services.

15. Assignment

Reseller agrees not to assign, or otherwise transfer, a Service Contract or any rights and obligations hereunder without Escaux prior written consent. The Reseller must request ESCAUX's consent giving at least three months' written notice, which notice shall detail the full reasons for the request. Escaux may assign, transfer or otherwise dispose of any or all of its rights hereunder to any third party and Affiliate of equivalent financial standing.

16. Miscellaneous

Notices or complaints hereunder shall be in writing and addressed to Reseller at the address provided in the Service Order, or, in the case of ESCAUX, when addressed to ESCAUX, Inc., Attn. Legal Counsel, Chaussée de Bruxelles 408, 1300 Wavre, Belgium.

Escaux may subcontract to any third party any or all of its performance obligations (including without limitation maintenance) under a Service Order without the prior consent of the Customer, provided that Escaux will remain obligated for such performance in accordance with the terms of the Service Order.

No failure by Escaux to exercise its right or parts of them as determined in these Terms or Service Orders shall constitute a waiver to exercise such right subsequently.

Escaux and Escaux UCS are registered trademarks and are propriety of ESCAUX.

Any notice required or permitted to be sent under these Terms shall be delivered by fax or registered mail to the addresses of the parties set forth in the Service Order. Notice so sent will be deemed effective three days following deposit.

If any provision of these Terms is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such provision will be severed from the remainder of these Terms, which will continue to be valid and enforceable to the fullest extent permitted by law. Parties shall endeavour to replace the provision in question by a provision which has the nearest economic effect of the provision in question.

Reseller acknowledges that Escaux may, in the course of performing its obligations under this Agreement, process "personal data" in accordance with the applicable Data Protection law and Data Protection Statement. Insofar as such personal data is obtained from Reseller and/or its Affiliates, Reseller consents, and undertakes to procure that any relevant data subjects are consented upon to such processing by ESCAUX.

17. Voice destinations

Voice networks apply a blacklist of destinations that are not reachable through a voice circuit on their network. These destinations typically include premium international numbers with a very high cost per minute. To protect our customers, Escaux and its partners reserves the right to add, remove and modify blacklisted destinations at any time.

18. Applicable law and competent courts

The provisions of these General Terms and Conditions shall be governed by Belgian law.

Any disputes arising from the conclusion, performance, interpretation of these terms shall be amicably settled between the parties. Should the parties fail to reach an agreed solution, any disputes arising from this agreement shall be submitted to the exclusive jurisdiction of the courts of Namur, Belgium.

Signed for acceptance: Reseller Name Company Number Date Name
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