All of Viacloud services are subject to the below Terms & Conditions:
“Agreement” means the agreement between Viacloud (Viacloud W.L.L, Suite 201, 2nd Floor, Manama Center Entrance 3, Government Avenue, Kingdom of Bahrain) and the Customer for the provision of Services as listed in the Service Application Form, together with these Terms and Conditions.
“Service Application Form” refers to the Viacloud’s Service Application Form for Customers requesting a service and which has been duly signed by the Customer.
“Viacloud Customer Care” refers to the Viacloud Support Team, whose contact details are available on the Viacloud website – www.viacloud.com
“Customer” means the Viacloud customer identified in the Service Application Form and who forms the other party of this Agreement.
“Customer Equipment” means the equipment (including any software) used/procured by Customer for the provision of the subscribed Service.
“Service Equipment” means the equipment (including any software) provided to the Customer by Viacloud for the provision of the subscribed Service.
“Bill” means a periodic statement of account issued by Viacloud to the Customer.
“Charges” means sums payable to Viacloud by the Customer pursuant to this Agreement.
“Intellectual Property Rights” means copyrights (including rights in computer software), patents, trade and service marks, trade and business names (including internet domain names), design rights, database rights, semi-conductor topography rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)) and all other intellectual property or similar proprietary rights.
1. Commencement of Agreement
This Agreement commences on the date that the Service Application Form is signed by the Customer and accepted and confirmed in writing by Viacloud via print or e-mail, unless otherwise specified on the official confirmation of the order.
2. Service (s)
2.1. Viacloud shall provide to the Customer the service which has been indicated on the Service Application Form. The current Services available are as listed in the Service Application Form and are subject to these Terms & Conditions printed herewith (and as updated by Viacloud from time to time), except where expressly stated otherwise.
2.2. Viacloud cannot guarantee that the Service provided will be free from faults and interruptions which arise from factors which are outside of Viacloud’s control, whether as a result of network performance, third party interference or otherwise. The Customer accepts that in some cases that they may not be able to receive the subscribed Service owing to certain technical restrictions that may arise, although Viacloud shall use reasonable endeavors to keep any disruption to the provision of the Services in such circumstances, to a minimum.
3. Service(s) Activation
The Customer can expect the service to be activated as per service activation days and is subject to all start-up requirements being met. In most cases, activation of Service(s) is done within 2 to 3 business days, whereas others may take up to one (1) month or more depending on the service requirements.
4. Service (s) Subscription Period
The Customer agrees to subscribe to services, in return for payment of charges for the minimum period set out (if applicable) in the Service Application Form and thereafter until the termination of Services as indicated in sub-clause 8.1.
5. Customer’s Responsibilities
5.1. Customer Information: The Customer agrees to provide true, accurate, complete and up-to-date information to Viacloud as requested on the Service Application Form, including but not limited to Customer’s name, authorized signatory, address, CR or any subsequent reasonable information request made by Viacloud from time to time. Customer agrees to also promptly notify Viacloud of any change in aforesaid Customer information.
5.2. Customer Equipment and Data: The Customer is solely responsible for Customer’s Equipment and ensures that: a) it complies with all applicable laws or relevant telecommunication industry standards and meets required specification and is compatible with Third Party Software used by Customer to receive the services and meets customer’s need in respect of the use of the Services; and in the case of data services, all data retrieved, stored or transmitted through the Service. This shall include but not be limited to any distortion or corruption caused to the Customer Equipment or data as a result of the use of the Services. b) the service is not used in any manner that may be offensive, illegal or otherwise generally inappropriate, Viacloud cannot be held responsible for all or any of the content, accuracy or quality of information or the resources available, received or transmitted by any party through customer’s or other third party’s use of the Services, whether or not in accordance with these Terms and Conditions.
5.3. Service Equipment provided by Viacloud: The Customer agrees that any Service Equipment, (whenever applicable) supplied to the Customer by Viacloud will: a) remain the property of Viacloud (unless otherwise notified by Viacloud in writing) and be used by the Customer in accordance with any applicable instructions, safety and security procedures issued by Viacloud and/or the manufacturer of the Equipment, and the Customer will not add to, modify or in any way interfere with it nor allow any other persons to do so. b) be the Customer’s sole responsibility to protect from any loss. In the event of any loss, destruction or theft of Service Equipment, the Customer is advised to inform Viacloud in writing, immediately upon becoming aware of such event. In the case of loss or theft of Service Equipment and after the Customer promptly reporting the incident to Viacloud, Viacloud may immediately disconnect the Service if requested. Any reconnection of the Service shall be made upon written application and approval by the Customer. The Customer shall remain liable to pay all Charges (including call charges) incurred with respect to that Service Equipment or usage of Service until the Customer notifies Viacloud, at which time the Service may be suspended by Viacloud. The lost, damaged or stolen Equipment may be replaced at the Customer’s request and may be subject to a replacement charge that is to be specified by Viacloud, and is applicable if the cause of the damage is determined to be due to the Customer’s negligence. Any service contracts minimum duration clauses shall still be applicable in case of loss of equipment.
5.4. Use of Services: The Customer will be solely responsible for all access to, and use of, the Services provided by Viacloud, whether or not the service is actually used. If the Customer allows a third party to access the services, the Customer is liable for all activities conducted by such Third Party, included but not limited to the use of landlines, mobiles and the Internet or any other usage whatsoever. The Customer agrees to not use the Service:
a) in a way which does not comply with the terms of any laws or any licence applicable to the Customer, or that is in any way unlawful or fraudulent or, to the Customer’s knowledge, has any unlawful or fraudulent purpose or effect, or which infringes or may potentially infringe the rights (including intellectual property rights) of Viacloud or any third party;
b) in connection with (without prejudice to the generality of sub-clause 5.4.(a) above) to send, knowingly receive, upload, download, use or re-use material which is abusive, offensive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which is liable to incite racial disharmony or hatred, or which comprises of a virus or other code liable to cause loss or damage; or
c) to promote drug-trafficking, prostitution, money-laundering, terrorism, pedophilia (or any material that is in anyway harmful.)
d) to send or procure the sending of any unsolicited advertising or promotional material; or in a way that in Viacloud’s reasonable opinion could have a materially detrimental effect on Viacloud’s business (including the Service).
e) to resell, re-supply, hire, transfer ownership, assign, trade or otherwise dispose of the Service or make it available to any person on a commercial basis.
f) to provide public information services without obtaining the prior formal approval from the relevant government authorities within the Kingdom of Bahrain.
g) Viacloud shall have the right to enforce the obligations set out in sub-clauses 5.4. (a) to (f) inclusive of suspending or terminating the Service forthwith without notice if the Customer is in breach of them.
5.5. Breach of Services: The Customer shall indemnify, defend and hold Viacloud harmless absolutely from and against all costs, losses, claims, damages and expenses (including without limitation any legal costs) of any kind whatsoever, whether foreseeable or not that may be suffered by Viacloud as a result of any breach of this Clause 5 by the Customer, or anyone using the Services with the Customer’s permission.
a) Viacloud reserves the right in applicable circumstances arising from a breach of the provisions of this Clause 5 or where otherwise requested, to pass on customer details to the relevant government authorities as may be appropriate. Furthermore, Viacloud may take steps as it sees fit, including but not limited to the modification or deletion of any offending material which the Customer has disseminated using the Services in contravention of these Terms & Conditions, or the suspension or termination of access to the Services pursuant to these Terms & Conditions, as soon as it becomes aware of the existence of such breach. The Customer agrees to provide all necessary assistance to Viacloud as Viacloud may request in order to allow Viacloud to take the steps set out in this clause.
5.6. Services Provisions: The Customer acknowledges that Viacloud may from time to time, at its sole discretion may
a) change the technical specification of the Service, provided that any changes do not materially affect the substance or the performance of the Service; or
b) suspend the Service for operational reasons (such as maintenance or Service upgrades) or because of an emergency.
c) Viacloud shall endeavor, before exercising any of its rights under sub-clause 5.6. (a) and (b), to give the Customer as much advance notice as is reasonably possible (approximately 24 hours for non-emergency situations).
d) The Customer acknowledges that it is not possible for Viacloud to guarantee a fault free Service; particularly given Service quality will be affected by the quality of interconnecting operator networks. Where a fault or defect occurs which is not due to an act or default of the Customer and is within Viacloud’s network, Viacloud will use all reasonable endeavors to repair any such faults.
6. Viacloud’s Rights
6.1. Viacloud has no obligation to monitor the Customer’s use of Services, nor to retain the content of any user session or any records of such. However, Viacloud reserves the right to monitor, review, retain and/or disclose any and all communications or information as necessary to identify breaches of these Terms & Conditions or in order to comply with any applicable law, regulation, legal process or government request.
6.2. Viacloud may retain Customer’s personal data provided pursuant to this clause or otherwise in accordance with these Terms & Conditions, and the Customer authorizes Viacloud to use such personal data in order to:
a) Provide the Services;
b) Maintain a record for a period of time as required by law, following termination of these Terms & Conditions pursuant to Clause 11 or otherwise; and
c) Otherwise disclose or use such data in compliance with Viacloud’s legal obligations in respect of the same.
6.3. The Customer understands that all rights, titles and interests (including all Intellectual Property Rights) in the Services remain vested in Viacloud (and/or it suppliers where applicable) and nothing in these Terms & Conditions shall operate as a transfer or license to the Customer of the same. The Customer agrees not to do anything to limit, interfere with, or otherwise jeopardize in any manner such rights, title and interest.
7. Liability and Indemnity
7.1. Viacloud shall not be liable to the Customer in any event for consequential, indirect or special damages or for loss of profit, and shall not otherwise be liable to the Customer except in the case of negligence of wilful default of Viacloud, its officers, employees, affiliates or subcontractors. If Viacloud shall be held liable to the Customer, its liability shall be limited to an amount equal to the Fixed/Rental charges payable for the Service for six (6) months.
7.2. The Customer will indemnify and defend Viacloud against all claims and proceedings whatsoever and howsoever arising (whether actual or threatened) arising out of Viacloud’s performance of its obligations under this Agreement and the Customer’s use of the Service so long as Viacloud acts in good faith and in the absence of negligence or wilful default on the part of Viacloud, its officers or employees.
7.3. Nothing in this Agreement shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents, or, in respect of, fraud or of any statements made fraudulently by that party or its directors, officers, employees, contractors or agents;
7.4. Events beyond Viacloud Reasonable Control: Viacloud shall not be liable to the Customer if it is unable to perform any obligation or provide the Services because of any factor outside Viacloud’s reasonable control, including (but not limited to) act of God, fire, extreme weather conditions, industrial action, default or failure of a third party, war, act of government or state, terrorist acts, civil commotion, insurrection or embargo.
8.1.a) Subject to the Customer’s having fulfilled any applicable minimum subscription period applicable to a Service, (see Clause 4) as specified in the Service Application Form and/or any customized proposal offered to the Customer, the Customer may terminate these Terms and Conditions and bring this contract to an end by giving, following the expiry, prior written notice of seven (7) calendar days to Viacloud. Upon termination of these Terms & Conditions, all Charges which are due from the Customer become immediately due and payable and the provisions of sub-clause 8.2 (a) shall continue to apply. b) Viacloud may terminate these Terms & Conditions and the provision of the Services by either: i) giving the Customer thirty (30) calendar days prior written notice; or ii) with immediate effect in any of the following circumstances:
(a) where the Customer receives a Service for which Customer does not pay the Charges within the time frame set out in the Customer’s Bill(s) On termination, the Customer will be provided with a grace period of Seven (7) days to pay any outstanding for the Service to which the Charges relate; or
(b) the Customer breaches a material term or condition set out in these Terms & Conditions. A material term or condition for these purposes includes but is not limited to any part of Clause 5; or
(c) Customer breaches any other term or condition set out in these Terms & Conditions and does not rectify the breach within seven (7) calendar days of such breach, being notified to the Customer, by coming to the attention of Viacloud; or
(d) Customer becomes insolvent or bankrupt or are otherwise deemed unable to pay their debts as and when they fall due; or
(e) Viacloud has reason to believe that the Customer has not provided true, accurate and complete information as required at the time of application for the Services.
8.2.a) Events Following Termination: Immediately after the termination of these Terms & Conditions for whatever reason, the following shall apply:
i) Viacloud will immediately terminate access to the Services;
ii) if Customer has retained any Service Equipment which they use or have used in connection with the Services or otherwise, Customer must immediately return this to Viacloud in complete and good working order, unless Viacloud provides its express prior written consent to the contrary;
iii) Viacloud will send the Customer a Bill for all Charges which are outstanding as a result of their use of the Services and which have not yet been billed by Viacloud prior to termination of the Services. This Bill will include any monthly Subscription Charges which are outstanding at the date of termination. If the Customer has paid a monthly Subscription Charge in advance of the date of termination, Customer will not receive a refund in respect of that unexpired part of the relevant month for which Customer has paid. The Customer agrees to pay this Bill on or before the date upon which payment is required;
8.2.b) None of the rights which either Viacloud or Customer has accrued as a result of these Terms & Conditions prior to the date of termination shall be lost or otherwise affected following termination.
9. Suspension of Service
9.1. Viacloud may, at its sole discretion, suspend the Services that are provided to the Customer instead of terminating this contract in accordance with clause 8.1 (b) above, wherein there is a breach that entitles Viacloud to terminate this contract. Viacloud shall decide the duration of such suspension.
9.2. Viacloud may also suspend the Services with immediate effect where: a) it is necessary in order to carry out any maintenance or repair to the Services or otherwise; or b) the relevant government authorities within the Kingdom of Bahrain or elsewhere require Viacloud to suspend the Services for whatever reason; or c) Viacloud have good reason to suspect that you are in breach of any of these Terms & Conditions.
9.3. Viacloud may reinstate the Services in its sole discretion if it is satisfied that you have rectified any breach of the Terms & Conditions or the reason for the initial suspension of the Services no longer applies.
10. Charges, Billing and Payment
10.1 The Charges for the Services shall be based on tariffs and rates as provided by Viacloud and any amendments which may be introduced by Viacloud from time to time. Full details of current tariffs and rates can be found by visiting the relevant page specific to the particular Services which the Customer requires or is subscribing to, or in some cases by requesting the tariff details from Viacloud Customer Care. Any revisions to the Charges will be notified to Customer via e-mail and/or announced in a prior bill as applicable.
10.2 Viacloud will provide the Customer with a regular Bill detailing (i) the Charges applying at the time the Services are used and (ii) the total amount due to Viacloud for the provision of the Services in the period to which the Bill relates. The Customer agrees that they will pay these charges to Viacloud promptly and in any event by the payment date printed on the Bill. If that payment becomes overdue, Viacloud may suspend or terminate the Services pursuant to Clause 8.
10.3 Where applicable, the Registration and Setup Fee is payable by the Customer when the Service Application Form is signed.
10.4 For various Services, Viacloud will send the Customer a Bill on a monthly basis. Any Subscription Charges are payable by the Customer, monthly in advance, and the Usage Charges are payable monthly in arrears.
10.5 The Customer agrees that they will remain responsible for all Charges incurred by a third party who accesses their account in order to use the Services, save from the time when the Customer notifies Viacloud that a third party is using the Services through their account without their permission and Viacloud suspends the Services. Notification to Viacloud can either be achieved by written communication to the Viacloud Customer Care. Viacloud may accept and act upon verbal notifications in emergency situations at their discretion and will send a written confirmation of the notification to the Customer if doing so.
10.6 Payment of all sums due to Viacloud under the Agreement shall be paid by the Customer in full (without any set-off, deductions or withholdings whatsoever) by electronic bank transfer, or such payment modes as may be reasonably specified by Viacloud from time to time. Payment of the Setup Fee shall be made in advance simultaneously with the execution of the Agreement.
10.7 If the Customer does not pay an invoice by the due date, Viacloud shall have the right at its discretion and without notice to: transfer the unpaid invoiced amount to the account of any other service(s) provided to the Customer by Viacloud, and the Customer shall be liable to pay all charges on any invoice issued by Viacloud for such service(s) by the due date; and deduct the unpaid invoiced amount from any payment or credit due to the Customer by Viacloud under this Agreement or any other agreement for service(s) provided by Viacloud to you. The rights in this clause are in addition to any other rights that Viacloud has under these terms and conditions, including the right to suspend or terminate the Service or any other service provided by Viacloud.
Viacloud may vary its terms of Agreement by providing seven (7) days written notice to the Customer, and, the Customer may in turn terminate the Agreement by giving seven (7) day’s written notice if Viacloud’s variations have resulted in excessive increases in the Charges or changes that materially alter the Customer’s rights under this Agreement to the Customer’s detriment, except where the variation has been imposed upon Viacloud a direct result of legislative changes, government regulation or license changes.
12.1 Any notice to be given by the Customer to Viacloud shall only be effective through in writing and delivered to Viacloud Customer Care.
12.2 Any notice to be given by Viacloud to the Customer shall be effective if through media communication or in writing and delivered to the address or sent to any relevant e-mail address or facsimile number for that party set out in the Service Application Form.
13.1 Viacloud may assign, nominate or sub-contract any of its rights or obligations under this Agreement. The Customer shall not be entitled to assign, nominate, sub-contract or otherwise dispose of any of its rights or obligations under this Agreement (unless otherwise agreed with Viacloud in writing).
13.2 Save as expressly provided under this Agreement all other warranties whether express or implied are hereby excluded to the fullest extent permissible by law and this Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous Agreements.
13.3 The Customer hereby represents and warrants to Viacloud that the Customer has full power to enter into this Agreement and that all information supplied by the Customer to Viacloud and/or entered onto the Service Application Form is true, accurate and complete in all respects.
13.4 If a provision of this Agreement is not legally effective, the remainder of this Agreement shall be effective. Viacloud can replace any provision that is not legally effective with a provision that is effective.
13.5 In the event (and to the extent only) of any conflicts or inconsistencies between these Terms and Conditions and any of the constituent parts of this Agreement, then the following Application of priority shall apply 1) these Terms and Conditions; Superseded by 2) the Service Application Form; Superseded by 3) Corresponding Proposal whenever applicable.
13.6 Complaints Procedures: The Customer may submit complaints in relation to Viacloud’s Services or any matter related and that has been mentioned in contract, agreement, signed proposals between Customer and Viacloud, to Viacloud Customer Care. Upon receipt of the complaint Viacloud shall investigate the matter and revert within 14 working days and at its best endeavor resolve any complaint amicably. However, the provisions of this Article do not prejudice customer rights under Article 55 and 56 of the Telecommunications law of the Kingdom of Bahrain to refer the matter to the Telecommunications Regulatory Authority (TRA), 60 (sixty) days after submitting such complaint to Viacloud.
14. General Provisions to Terms and Conditions
14.1 Viacloud reserves the right to amend these Terms & Conditions at any time. If Viacloud does make any significant amendments to the Terms & Conditions it will inform customers of such changes either by posting the changes on its website; and/or by other means as Viacloud sees fit. The Customer agrees that their continued use of the Services after any amendments to the Terms and Conditions shall be evidence of their intention to be bound by the Terms and Conditions as amended in accordance with this clause 14.
14.2 These Terms & Conditions together with all documents which are referred to in the Terms & Conditions represent the entire agreement between Viacloud and the Customer and they supersede all prior agreements between the parties.
14.3 Failure by Viacloud to exercise or enforce any right or provision of these Terms & Conditions shall not constitute a waiver.
14.4 The laws of the Kingdom of Bahrain apply to these Terms & Conditions. Both parties shall submit to the jurisdiction of the Kingdom of Bahrain courts of law.
14.5 Viacloud will not be responsible for its failure to perform all or any of its duties arising under these Terms & Conditions where any event beyond its reasonable control occurs. Such events include but are not limited to acts of God, fire, acts of terrorism, war, civil commotion, embargo, labor dispute, and prevention from obtaining raw materials, power failure, acts of government or state or failure of third party telecommunications systems which impact upon Viacloud’s ability to provide the Services.
14.6 If any part of these Terms & Conditions becomes to any extent illegal, invalid or unenforceable, it shall to that extent be deemed to no longer form part of these Terms & Conditions. This will not affect the legality, validity or enforceability of any of the remaining Terms & Conditions which shall continue in force.
14.7 The Customer shall not assign or otherwise dispose of any of your rights or obligations under these Terms & Conditions without Viacloud’s prior written consent. Viacloud may assign its rights and obligations under these Terms & Conditions if necessary, as long as the level of service remains of a comparable standard.
All of Viacloud services are subject to the below Terms & Conditions: