Welcome to WeKall, Cloud Managed Business Telephony Service (Switch)!
Thank you for using our products and services from the WE line. The Services are provided by STARTUP INVESTMENTS LLC (hereinafter “STARTUP”), a company incorporated in Delaware, USA, with its main domicile in Urbana, Illinois (USA).
By approving the respective 'Order of Service Form' (hereinafter SOF), one or more of the services of the WE line, you are accepting these conditions. Please read them carefully. Our line of WE Services is diverse, so that each service will additionally have its own terms and conditions. The additional conditions will be available online at wekall.co/legal, they can be downloaded in PDF format at the same link, and will be part of your contract with us when using such Services.
With the signature of the respective respective 'Order of Service Form' (hereinafter SOF), THE CLIENT has decided to contract with STARTUP one or more of the services of the WE line (Hereinafter "The Services") according to the plan valid of the service chosen by the CLIENT, who declares to know said plan or modality, which is adapted to their needs. The current plans for the Services are available in detail at wekall.co
When the SOF is not signed between the parties and a service provision contract for one or more of the We line services is signed in its replacement, the references made to the SOF under these conditions will be understood in reference to the aforementioned service provision contract that applies in its replacement. By using or using any of the Services, the CLIENT accepts the conditions and terms of this agreement, being obligated with STARTUP, to comply with the provisions of the laws on copyright and International Treaties on the Subject, as well as the terms and conditions that may be applicable to the respective We line service contracted.
This document contains the general conditions on which the provision of each service of the WE line that the CLIENT contracts with STARTUP must govern.
The terms and conditions of each WE line service that the CLIENT contracts are contained in the respective document (s) of terms and conditions corresponding to each service available at wekall.co/legal.
The CLIENT can contract special or additional conditions to those contemplated in the plans of each service and which must be included in the respective SOF approved by the CLIENT. STARTUP undertakes to comply with the provisions therein.
The obligations of STARTUP are: i) To provide the service in accordance with the specifications established in the terms and conditions corresponding to each service contracted by the CLIENT; ii) Ensure the availability of the Services according to the plan (s) chosen by the CLIENT and contracted in the respective SOF; iii) Respond for all acts that violate the Law in general that are carried out directly or by the people that under their responsibility employ in the contracted work and report the crimes committed by them to the authorities; iv) Maintain the confidentiality of the information to which he has access by virtue of the contracted service (s); v) Guarantee the affiliation of all the personnel used in the implementation and/or training of the contracted service (s) to the General Social Security System (SGSS), Health Promoting Entity (EPS), Pensions and Professional Risk Manager (ARP); vi) Comply with the duties established in the respective commercial proposal and in the terms and conditions corresponding to each service contracted by the CLIENT; vii) Provide the service (s) during the contracted time; viii) Comply with the work plans agreed jointly with THE CLIENT; and ix) Comply with the CLIENT's security rules and procedures, once they are formally communicated to STARTUP.
The obligations of the CLIENT are: i) Cancel the total value of the service (s) on the date and under the conditions agreed in the respective SOF signed by the CLIENT, and in/the terms and conditions corresponding to each service contracted by it; ii) Acquire or have the technical infrastructure (hardware and basic software tools, internet, networks, workstations, etc.) necessary for the service (s) to run properly and the other technical requirements communicated by STARTUP and established in the respective SOF signed by the CLIENT; iii) Take usual preventive measures in the computing activity and for the provision of the contracted service, in order to avoid that faults eventually occur that cause any type of damage or harm, either to THE CLIENT or to third parties; iv) Guarantee the availability of physical space, as well as the personnel required at all stages of the implementation process and training according to the implementation methodology; v) Carry out the accompaniment of STARTUP personnel in the development of activities carried out within the facilities of the Institution; vi) Execute the tasks assigned to it within the project work plan; vii) Provide the data required by STARTUP stipulated in the project initiation document; viii) Have the technical requirements described in the respective commercial proposal and in the terms and conditions corresponding to each service contracted by the CLIENT; and ix) THE CLIENT will assume responsibility when their actions or the negligent actions of any of their employees prevent or hinder the development of the project by virtue of the contracted service, and of all damages and losses caused to STARTUP and/or third parties because of you or your officials.
The value and form of payment for the Services will be established in the SOF duly signed between the parties. In the same sense, the payment terms established in the terms and conditions of the contracted service will also be applicable to the CLIENT, which are available at wekall.co/legal.
The CLIENT must assume the additional costs and expenses that may arise in the following situations: 5.1) Non-compliance with any of the responsibilities assigned to him, which must be duly proven; 5.2) Modifications to the schedule that are caused by delays in the execution of activities assigned to the CLIENT and/or suspension of the contracted service (s) due to late payment; 5.3) Late payment of the Services; 5.4) Reconnection of Services; 5.5) Additional consulting, training, programming and/or support activities that are not included in the Work Schedule of the commercial proposal duly accepted by the CLIENT with the SOF, and in the terms and conditions of each service; 5.6) Request for additional material to that contemplated in the respective commercial proposal duly approved by the CLIENT with the SOF.
THE PARTIES undertake to keep the secrecy that corresponds to information of strict confidentiality, on all documents, information, knowledge in general, any data related to the company or business of the other party that is developing the/the service (s) contracted by the CLIENT acquire or will acquire; or that which is or is known during the sessions in which the object will be fulfilled, on the understanding that it is part of its industrial and technical secret and cannot be disclosed, manipulated for its own benefit or that of third parties, in any event, without the prior and written authorization that the owner of the information imparts to it in relation to each particular topic. THE PARTIES commit themselves directly, and assume responsibility, that the people who contract or link for the development of the service (s) contracted by the CLIENT, also keep the secrecy that said confidential information requires. THE PARTIES accept and declare that all their confidential information is the exclusive property of each one of them and that it has been or will be revealed solely for the purpose of allowing full compliance with the obligations derived from the contracted service (s). (s) by the CLIENT, reason for which any information provided, prior to the acceptance of these conditions, is considered confidential information and will be subject to its terms. Likewise, in accordance with the provisions of this clause, THE PARTIES undertake to: a) Do not make any third party available or disclose the confidential information that is conferred on account of the trust and development of the service (s) contracted (s) by the CLIENT; b) Not to use the confidential information directly or through third parties, in matters, business and/or activities of any kind, other than those agreed and/or previously authorized by the owner of the information through a written document signed by the Representative Legal; c) Do not edit, copy, compile or reproduce confidential information by any means; except the one that has been authorized by these conditions or is object of the same; d) Return at the time of termination of each service contracted to the other party, all confidential information in its possession corresponding to the service that is no longer provided, especially but not limited to technical concepts, assessments, diagnostic results or conclusions that are made, whether in written documents, magnetic media or any other means and also completely withdraw them from the equipment owned by your property or your employees, except that which has been authorized by these conditions or is the subject of the themselves; e) Employ at least the same standard of care to maintain the confidentiality of the other party's proprietary information as that employed to maintain the confidentiality of their own information of equal importance; f) The non-disclosure obligations of the respective commercial proposal and its annexes will remain in force with respect to confidential information for a period of five (5) years after the termination of the services object of the same; g) If any of the parties fails to comply with this obligation, they will incur the corresponding civil and criminal penalties for violation of professional and commercial secrecy, and will assume responsibility for all the damages, losses, expenses and costs generated by the wrong. or inadequate handling of confidential information or the violation of the obligations of reservation and confidentiality established in this document. apart from the fact that the owner of the information may collect the criminal clause, even periodically and successively, for each individual act of violation of the confidentiality of the aforementioned information or for the continuity of the same act. The obligations established in this clause do not apply to information that: i) The owner of the information regularly makes available to third parties without restrictions on disclosure; ii) It is or becomes in the public domain without any act or omission of any of the parties; iii) It is revealed as a result of a valid judicial or administrative order.
The contracted Services will be understood to be terminated in any of the following cases: a) For the fulfillment of the term of duration established in the respective SOF of each service, when it has not been renewed; b) By mutual agreement between the parties, for which it must be stated in a written document; c) Due to duly proven events of force majeure or fortuitous event, in which case liability will be established in accordance with current legal regulations; d) For breach of any of the Parties of the obligations arising from this document, the SOF and its respective commercial proposal, and in the terms and conditions of each contracted service; e) The others stipulated in other clauses of this document, the respective commercial proposal, in the terms and conditions of each contracted service, or in the Law.
The services will be in force during the period contracted in the SOF and its renewals. In case of not renewing the Services contracted for a new period and/or an equal one, the CLIENT will not be able to access the Services from the day following the end of the validity of the contracted period. In the case of the conservation of the Information/Data registered by the CLIENT in any of the Services, either the information is stored on the servers of STARTUP and/or on those of the third party/provider that STARTUP chooses for this purpose, the information/data will be protected for the periods in which the Services are contracted, in accordance with the following:
WE line services provided by STARTUP and contracted by the CLIENT, in one or more of its components, may contain open source licenses based on GPL, LGPL and AGPL. The terms and conditions of each of the mentioned open source licenses are available online at the following links: www.gnu.org/licenses/gpl-3.0 (GPL); www.gnu.org/licenses/lgpl-3.0 (LGPL); and www.gnu.org/licenses/agpl-3.0 (AGPL).
In the event of malfunctions in the contracted service (s) and/or in case of concerns, the CLIENT, regardless of the service and support plan chosen and contracted, will have access to the database of Technical support knowledge and FAQs, sections available at support.wekall.co
By contracting any of the services of the We line, the CLIENT may have the right to access the remote technical support services provided by STARTUP for the contracted Services (s) in accordance with the chosen support plan by THE CLIENT and approved with the SOF, provided that said plan includes remote technical support.
The technical support service chosen and contracted by the CLIENT, will be provided as follows: In the event of faults or operational problems in any component of the Service (s) of the We line contracted (s) , THE CLIENT may report them according to the plan chosen and contracted in the following terms:
FIRST PARAGRAPH: Support requests. Remote technical support requests raised by THE CLIENT via mail, chat or by phone, will be received only through the CLIENT's systems department.
SECOND PARAGRAPH: Response terms. The response times of the requests will be established for each plan as established in this clause, provided that the technical support service is included in the SOF and/or has been hired by the CLIENT.
THIRD PARAGRAPH: Support service. In accordance with the provisions of this clause, only one (1) simultaneous case will be dealt with when a support service request is submitted for the contracted services that appear in SOF.
FOURTH PARAGRAPH: Out-of-contract support. Any face-to-face or similar support service requested by the CLIENT other than that established in this clause and in the support plan chosen by the CLIENT and approved with the SOF will be invoiced by STARTUP with complete independence from the contracted services and assumed by THE CLIENT.
PARAGRAPH FIFTH: Loan of equipment. STARTUP will NOT provide the CLIENT with equipment as a loan, except in cases where the services include the leasing of equipment as appropriate and in accordance with the provisions of the terms and conditions of the contracted services and available at wekall.co/legal.
SIXTH PARAGRAPH: Technical support from third party providers. When the services contracted by the CLIENT are provided by STARTUP and a third party/provider, the terms and conditions of the support service provided by the third party/provider will be those established by said provider in their membership contracts or terms and conditions of service available on their website.
(SLA STARTUP CLIMBING METHODOLOGY)
TICKET ASSIGNMENT AND RESOLUTION PROCESS
STARTUP, its products and/or services and its logos or designs are registered trademarks owned by BIDDA S.A.S., a subsidiary company of STARTUP INVESTMENTS LLC, registered in the city of Cali (Valle), Colombia. Any information, concepts, materials or systems related to the design and operation of any product and/or service of the STARTUP We line and its Servers or that are developed by BIDDA S.A.S. or STARTUP to provide the services of the We line including, but not limited to, any formats, configurations, computer programs or software, text, programming codes, graphic elements, designs, logos, images, illustrations, photographs, sound, videos , data, information or HTML/XML text, included or contained in the Internet page (s) of "bidda.co" and/or in the Server (s) of BIDDA or STARTUP and any industrial secret, Know-how, methodology and processes related to the services of the We line or other Services offered by STARTUP, will be the sole and exclusive property of BIDDA and STARTUP, including, but not limited to, all copyrights, trademarks , distinctive signs, patents, designs and drawings, industrial secrets, and any other intellectual or industrial property rights inherent therein (collectively the "STARTUP Materials"). The CLIENT may not use or take advantage of the BIDDA or STARTUP Materials in any way, unless there is an agreement in writing signed between the parties.
The WE line service (s) contracted by the CLIENT may not be transferred by the latter, in whole or in part, except with prior written permission from STARTUP. STARTUP may assign the service (s) of the WE line contracted by the CLIENT, after notification by email, to the mail registered by the CLIENT, not less than five (5) business days in advance.
The parties expressly agree to submit to the Federal or State jurisdiction of the courts of the State of California for the purposes of resolving any dispute related to this agreement. The parties agree that the differences that may arise on the occasion of the celebration, interpretation, execution, scope, fulfillment and termination of this agreement, and any of the services contracted by the CLIENT, these conditions, the terms and conditions of each service, and the documents derived from it, including the determination of the scope of this arbitration agreement, will be submitted to the decision of an Arbitration Court, made up of one (1) arbitrator designated by lottery of the American Arbitration Association (in hereinafter “AAA”) of the city of San Francisco, California (USA). The Court will decide in law. The designation, requirement, constitution, operation and other aspects of the Arbitration Tribunal shall be governed in accordance and in the following order: i) By the provisions or rules established by the AAA; and in case of gaps ii) By the laws that regulate the matter. The Tribunal will operate in the city of San Francisco (USA), at the AAA Arbitration Center. All the costs of the arbitration process, including the fees of the arbitrators, will be initially borne by the plaintiff, who may include them in the claims of the arbitration claim, in case of winning, to recover said costs that should have been incurred.
14.1. Composition court in case of claims exceeding one hundred thousand dollars (US $ 100,000). In the event that the total value of the claims exceeds one hundred thousand dollars, the parties agree that the arbitration tribunal shall be made up of three (3) designated arbitrators designated by drawing of the AAA.
THE SERVICES CONTRACTED BY THE CLIENT WILL BE PROVIDED IN ACCORDANCE WITH THOSE ESTABLISHED IN THE SOF, ITS COMMERCIAL PROPOSAL, AND IN ACCORDANCE WITH THE PROVISIONS OF THE TERMS AND CONDITIONS OWN OF EACH SERVICE AVAILABLE IN wekall.co/legal. THEREFORE, STARTUP DOES NOT WARRANT THAT THE FUNCTIONS OF THE SERVICES WILL COMPLY WITH CUSTOMER REQUIREMENTS NOT SPECIFIED IN THE DOCUMENTS OUTLINED ABOVE. EXCEPT AS PROVIDED IN THE STABILITY TERMS OF EACH SERVICE/PRODUCTS, STARTUP DOES NOT WARRANT THAT THE OPERATION OF EACH OF ITS SERVICES/PRODUCTS IS UNINTERRUPTED OR ERROR-FREE, AND THEREFORE, DISCLAIMS ANY KIND OF LIABILITY ARISING FROM IT. EXCEPT AS OTHERWISE PROVIDED IN THE SOF, STARTUP DOES NOT WARRANT THAT THE PRODUCTS AND/OR SERVICES WILL COMPLY WITH REQUIREMENTS, STANDARDS, LAWS OR REGULATIONS APPLICABLE OR ESTABLISHED BY LICENSING AGENCIES, INCLUDING WITHOUT LIMITATION TO THE LAWS OF ANY/GOVERNMENT.
The function of STARTUP is limited solely and exclusively to the fulfillment of the contracted service (s), described in the respective SOF and its commercial proposal, and in the terms and conditions of each service. Therefore STARTUP is not responsible for the delay in the installation, configuration, commissioning and / or completion of the service (s) or the provision thereof if THE CLIENT does not have the infrastructure required for the implementation, configuration , start-up and regular operation of the service (s), notwithstanding that the obligation to achieve the requirements is in charge of a third party, or if THE CLIENT fails to comply with any of the obligations under his/her responsibility derived from the/the contracted services (s). Additionally: a) STARTUP is solely and exclusively obliged to provide the contracted service (s) and described in the respective SOF and its commercial proposal, therefore, any type of service requested outside of what is established in the commercial proposal or for any component that is not stipulated in the scope of it, will be invoiced with TOTAL independence of the execution of the contracted service (s); b) STARTUP will NOT be responsible for any type of violation suffered by the security or any component of the CLIENT's technological infrastructure by third parties for fraudulent practices or causing any type of damage to it. Therefore, it is the absolute and exclusive responsibility of the CLIENT, to take all necessary and/or appropriate measures to guarantee the security of its technological infrastructure; c) STARTUP does NOT assume any responsibility for the damages caused by the CLIENT's personnel or third parties due to fraudulent practices or by the configurations, interventions or violations, where the CLIENT's technological infrastructure is affected in any way; and d) THE CLIENT acknowledges that STARTUP does not control the transfer of data through communication systems, including the internet, and that the services may be subject to limitations, delays and other problems inherent in the use of said communication systems. STARTUP is not responsible for delays, non-compliances in shipping, or other damages resulting from such problems. STARTUP is not responsible for problems related to the performance, operation or security of the services that arise from the content of third-party applications/providers. STARTUP makes no representations or warranties regarding the reliability, accuracy, completeness, correctness, or usefulness of third-party/vendor content, and assumes no liability arising out of or as a result of third-party/vendor content.
SOLE PARAGRAPH: Obligation to pay. STARTUP being exempt from responsibility for the delay in the completion of the installation, configuration and start-up of the contracted service (s) within the established period for this, or for the cessation of the provision of the contracted service (s), the payment by the CLIENT in favor of STARTUP will continue in progress as indicated in the circumstances and the respective SOF ends, and the terms and conditions of each service, except written agreement made by the parties.
OUR LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OR CLASS OF ACTION, WILL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DEMAND OR CLAIM. STARTUP SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM THE EXECUTION OF THIS AGREEMENT AND/OR THE SERVICE PROVIDED, REGARDLESS OF WHETHER THE PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF OCCURRENCE OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY DO NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OF A PHYSICAL NATURE, OR TANGIBLE PROPERTY DAMAGE CAUSED BY STARTUP NEGLIGENCE OR MISUNDERING.
They form an integral part of the contracted service (s): A. The Terms and Conditions of each Service of the contracted WE line; B. The SOF and their respective commercial proposal for each contracted service; C. The Annexes of the terms and conditions of each service; C. The other documents signed by the developing parties and due to the execution of the service (s) contracted by the CLIENT.
The service (s) contracted by the CLIENT, constitute one of the main activities of STARTUP as an independent that is, which are developed at your own risk and means. Therefore, in carrying out the activities, you will have full freedom and technical, administrative and financial autonomy in the execution and fulfillment of them and at no time will any working relationship be established between the CLIENT and the people that STARTUP links for the execution of the/services). There will be no place in charge of the CLIENT to the payment of wages, social benefits or other rights that protect subordinate or dependent workers of STARTUP.
Consequently, STARTUP will assume at its own risk, the labor obligations or any other type that it requires for the provision of the service (s), directly employing its own employees, subcontractors and specialized technicians and declaring that for the purposes of providing the services, it acts as the sole employer or intermediary of the personnel used.
STARTUP may unilaterally modify these terms and conditions and/or the additional conditions applicable to each Service of the We line at any time, provided that it notifies by notice on its website wekall.co, to the registered email of the CLIENT, or through the application of the respective Service, service of the We line, about the modifications to these terms or their addictions. The modifications will not be applied retroactively and will take effect fifteen (15) days after their publication. However, the modifications that deal with functionalities of any of the We Line Services or those made by changes in the applicable legislation, will take effect immediately. If THE CUSTOMER does not accept the modified conditions, he should cancel the use of the Service (s) of the We line that he has contracted (s) because these are mandatory for the parties. UNLESS AGREED BETWEEN THE PARTIES, IN NO EVENT SHALL STARTUP HAVE THE RIGHT TO DECREASE OR IMPROVE THE FUNCTIONALITIES OF THE SERVICES CONTRACTED DURING THE TERM OF THE CONTRACT AND ACCORDING TO THE PLAN CHOSEN BY THE CLIENT AND CONTRACTED BY SIGNING THE RESPECTIVE SOF.
If the nullity of any of the provisions or clauses of this document is declared, the others will remain valid, as long as the one that was declared null was not of such relevance that the CLIENT had not acquired any service from the WE line without it.
Neither party will be responsible for any type of breach of the obligations object of this agreement in cases of force majeure or fortuitous event established by applicable law, for causes beyond the reasonable control of the party, including and without limit acts or omissions of the government or military authorities, acts of God, shortages of materials, transportation delays, fires, floods, strikes, riots or wars.
In development of the Colombian constitutional right that all people have to know, update and rectify the information that has been collected about them in databases or files, and the other rights, liberties and constitutional guarantees referred to in the article 15 of the Political Constitution; as well as the right to information enshrined in article 20 thereof, The Parties acknowledge that with the acceptance of these conditions, they have collected some of their personal data. By virtue of the foregoing, the Parties, with the acceptance of these conditions, authorize to collect, use and treat lawfully and truthfully the information obtained in accordance with the Law on Protection of Personal Data (Law 1581 of 2012) for related purposes. with the activity of each one of them. The Parties will process the personal data of clients and suppliers exclusively for the purposes expressly indicated in these conditions, the/terms and conditions of each service, and in the commercial proposal of each service duly approved by the CLIENT through the SOF.
FIRST PARAGRAPH: Abstention. The Parties will refrain from carrying out any act that constitutes a violation of legal regulations related to the regulations for the protection and security of personal information in the Republic of Colombia and must observe all your obligations under such applicable laws and regulations.
SECOND PARAGRAPH: Confidentiality. The Parties will refrain from making copies, including photocopies or electronic copies, of any personal information processed under the provision and/or execution of the contracted service (s) (s) by the CLIENT for purposes other than fulfilling their obligations under the terms of these conditions, the terms and conditions of each service and the respective commercial proposal duly approved by the CLIENT through the SOF.
THIRD PARAGRAPH: General data protection policies. The personal data to which access is obtained will be treated in accordance with Law 1581, its regulatory decrees and in accordance with our treatment protection policies. of available personal data wekall.co/we-data-protection-policy . The CLIENT officials as Holders of personal information that is collected, have the right to know, update and rectify their personal data, request proof of the authorization granted for their treatment when applicable, be informed about the use that has been given to the same, revoke the authorization and/or request the deletion of your data where appropriate, access them free of charge. In accordance with the provisions of the policies of protection and treatment of personal data of STARTUP, the owner of the information provided, may exercise any of the aforementioned rights, directing a request in this regard to the email address: firstname.lastname@example.org.
The notifications that the parties must address should be made to the following addresses:
For all purposes, and because they contain clear, express obligations and because their enforceability is determinable, the parties agree that these conditions, the terms and conditions corresponding to each service of the WE line contracted (s), the SOF and its respective commercial proposal (s) for each service, and its annexes, give executive merit before a competent judge.
The documents referred to in clause 19 of these terms constitute the complete agreement made between the parties and replace and extinguish all drafts, agreements, arrangements, and pre-present understandings made between the parties and/or their agents, regardless of whether these were oral, written and/or related to this matter or the contracting of the Services.
For all purposes, these conditions, the conditions of each Service of the We line, the related electronic documents, the SOF and the provision of Services contracted by the CLIENT will be governed by the law of the State of California, United States , regardless of whether there is a conflict of legal principles.
These terms and conditions will come into effect with the acquisition of any of the services of the WE line and during the period contracted by the CLIENT through the subscription of the respective SOF
Document version 2.1 10/MAR/2020