Service Agreement

By proceeding to purchase, the parties agree to the terms and conditions provided in the Agreement, which are attached hereto or incorporated by reference. 

TERMS OF SERVICE 

When creating an account with AstraQom, you agree to these Terms of Service. These Terms of Service cover the use of all Services listed in the Agreement or any other service as described on AstraQom’s website, the use of AstraQom’s website and of your account with AstraQom. Please review these terms carefully as, once you agree to them, they become a legally binding commitment between you and AstraQom. 

All terms contained in these Terms of Service, as well as AstraQom’s Acceptable Use Policy, Cookie Policy, Privacy Policy, Service Description, Price List, and Service Restrictions, which have either been shared with you upon signing up for our Services or as can be found in your account, (collectively “the Agreement”) are legally binding upon you and AstraQom. 

These Terms of Service may be revised from time to time and the last updated version will supersede any prior versions. The revisions will become effective upon the date indicated in the “Version” field and will be available to you prior to any new service order. By continuing to use the Services and placing new orders you agree to the new Terms of Service. Any material revisions to these Terms of Service will be notified to you in advance via email or through our website. 

  1. DEFINITIONS

1.1. Business Day: means any calendar day from Monday through Friday except any public or national holiday in Canada, which are generally established by law. 

1.2. Call Set-up Fee: a one-time charge due by Customer for connecting a call. 

1.3. Calling Line Identity (CLI): information identifying the originating telephone number and/or name of the calling party transmitted to the recipient of a call. 

1.4. Charges: any Monthly Recurring Charges, Non-Recurring Charges, and Usage Based Charges applicable to Customer’s Service(s). 

1.5. Channel: the bandwidth provisioned by AstraQom to enable a single concurrent voice call.

1.6. Customer: the business or entity that purchases one or more Services provided by AstraQom in accordance with these terms.  

1.7. Effective Date: means the date upon which this Agreement goes into effect either by virtue of Customer ordering Service(s) or as mutually agreed in writing by the parties. 

1.8. Message(s): a text-based communication sent or received with the AstraQom Messaging Service, including SMS messages exchanged between Customers or Users and end users on the public switched telephone network. 

1.9. Mobile Number: A number that, according to its national numbering plan, can be used for Mobile Usage. 

1.10. Mobile Usage: Characteristic of a telecommunications service that is used while in motion, pursuant to which an end user moving over long distances is able to use the service without any interruption. 

1.11. Monthly Recurring Charges (MRC): a prepaid recurring fee for subscription to AstraQom’s Services’ main components; Numbers, Channels, and Interconnection. MRCs are charged in advance, as of the start of the month following the Service Date, except the first MRCs, which will be fully invoiced the month following the Service Date.  

1.12. Non-Recurring Charges (NRC): the set-up fees invoiced at the beginning of the month following a service order and any other administrative fees, including number portability fees, financing fees, or costs incurred as a result of cooperation with law enforcement authorities.

 1.13. NRA: a national regulatory authority or any other competent authority that establishes and/or enforces rules, regulations and guidelines applicable to the Service(s) offered by AstraQom. 

1.14. Number: a telephone number used by Customer to receive a Service, as further specified in the Service Description.  

1.15. On-net Call: a voice call that both originates and terminates on AstraQom’s network.   

1.16. Personal Data: any information that relates to an identified or identifiable individual, which may be collected or processed by both parties in the context of providing or purchasing the Services. 

1.17. Price List: the pricing schedules applicable to Customer’s Service(s) and available from quotes issued or Customer’s account. 

1.18. Service(s): one or more services provided by AstraQom to Customer, as described in the Service Description. 

1.19. Service Date: the date of ordering a Service or any component thereof, such as Numbers or Interconnection, or the date of activation of a number moved upon client instructions into the AstraQom network.

1.20. Service Description: the document describing the Services and features offered by AstraQom and available to Customer, which is an integral part of this Agreement.  

1.21. Service Restrictions: Usage policies and guidelines that establish how Customers may use AstraQom’s Services, may be amended from time to time. Service Restrictions viewable at: https://www.astraqom.com/ for respective countries.  

1.22. Spam: means an irrelevant or unsolicited message or call, typically to large numbers of recipients and for the purposes of advertising, phishing or spreading malware, which has not been requested or authorized by the recipient. 

1.23. Usage Based Charges: any transactional fees, such as per minute fees, Call Set-up Fees or per message fees. Usage Based Charges are applicable for certain Services and do not contribute towards the Minimum Commitment. UBCs are deducted from the account at the moment of usage of such Services. 

1.24. User: An end user (a natural or legal person); being either Customer, Customer’s employees, Customer’s client, or any other person utilizing AstraQom’s services via Customer; using AstraQom’s Services for its own purposes and not for resale. 

  1. SERVICES 

AstraQom will provide to Customer, and Customer agrees to purchase, one or more AstraQom Service(s), as set forth in the Service Description. AstraQom’s Services include the following: (a) Voice Services; (b) Messaging Services; (c) Applications; (d) Interconnection Service; (e) Virtual Receptionist Services and (f) any other Services that may be added from time to time and which will be provided under these terms unless otherwise indicated by AstraQom. 

  1. OBLIGATIONS OF CUSTOMER 

3.1. Compliance 

3.1.1. Customer shall maintain all legal and regulatory authorizations necessary to purchase and resell or use the Service(s) from AstraQom and ensure that its Users comply with terms and conditions materially similar to this Agreement. 

3.1.2. Customer shall comply with and require each User to comply with: 

(a) All applicable laws and regulations, including decisions of NRAs and national numbering plans. If Customer is informed or information comes to its attention that it is or may be in violation of a legal provision, it shall immediately take all appropriate steps to remedy the violation and comply with such provision in all respects; and 

(b) All obligations and restrictions contained in the Agreement.

3.1.3 Customer represents that it has verified that Internet telephony services are not prohibited in the jurisdiction in which it is located and/or offers the Services. Customer shall be solely responsible for any costs or damages AstraQom incurs if Customer purchases the Services in breach of its local or national laws.

3.1.4 Customer shall not transfer, directly or indirectly, any technical data, or the direct product of such data, received from AstraQom or supply any services that utilize the Services to any destination, person or entity subject to export restrictions under US, EU or other applicable laws, including, without limitation, the laws of the countries where AstraQom and Customer are registered and the laws of any relevant foreign countries with respect to the use of the Services, unless prior written authorization is obtained from the appropriate governmental authority. Customer shall strictly comply with all relevant United Nations Security Council and European Union economic sanctions that may apply to the Services provided by AstraQom.   

3.2. Payment Terms  

3.2.1. General 

(a) Customer’s applicable Charges shall be indicated in the Price List available from Customer’s web portal. AstraQom will not begin invoicing any Charges until Customer either (i) places its first order of Channels and/or Numbers; (ii) ports in a Number; or (iv) converts a test Number to an activated Number. In the case of Live Answering Services, the Customer shall be charged from the agreed date of commencement of Service.  

(b) Services will be invoiced according to the Charges applicable at time of order, including Services ordered prior to this Agreement. AstraQom may change its Charges upon 30 days’ prior written notice. Adjusted Charges will only apply to Services ordered after the change takes effect (unless indicated otherwise in writing), except for adjusted Usage Based Charges which will apply prospectively to all Services. 

(c) All Charges or other sums payable to AstraQom are stated exclusive of any taxes, surcharges or duties, which, if applicable, shall be invoiced to Customer at the then-prevailing rate. 

(d) Customer may make payment through AstraQom’s web portal using a valid, authorized credit card, Paypal, Interac or by wire transfer. AstraQom may directly debit Customer’s account with AstraQom and Customer’s credit card(s) on file to settle any invoices. 

(e) If Customer’s monthly Charges exceed 5000 USD (or equivalent in currency used for billing), Customer shall pay the Charges via bank wire transfer. The minimum requirement for a bank wire transfer is 200 USD. All Bank wire transfer expenses are borne by Customer and only net amounts received will be credited. 

3.2.2. Monthly Recurring Charges 

(a) Invoices for MRCs are due immediately upon issuance at the beginning of the month for which the MRCs will apply.  

(b) If Customer requires direct interconnection or an encrypted public Internet connection, Customer may purchase Interconnection Services from AstraQom (where applicable), and AstraQom shall charge an associated MRC based on region, capacity and equipment needed, as indicated in the price on Customer’s quote. MRCs for interconnection will not contribute towards Customer’s Minimum Commitment (where applicable). 

(c) Numbers enabled for Emergency Services will include Directory Services by default at no additional charge.    

3.2.3. Non-Recurring Charges 

(a) Non-Recurring Charges for set-up fees, financing fees, and porting-in numbers are included in the monthly invoice following the transaction and are due immediately upon issuance on the first calendar day of the month.  

(b) Invoices for NRCs for porting-out numbers, administrative fees, set-up fees, financing fees, and fees for the costs of responding to LEA enquiries will be issued on the date of the transaction or processing by AstraQom and are due immediately.  

(c) An administrative fee may be charged per Number or Number block ported to or from AstraQom. Charges vary depending on country, Number type, and quantity. All applicable fees are clearly communicated to Customer prior to processing the port request. 

(d) If Customer requests AstraQom’s assistance for certain tasks (e.g., assigning selected Numbers or ranges to Customer’s account, performing portability checks, creating portability requests, or cancelling Numbers), AstraQom may charge administrative fees at a rate of 200 USD per hour and a minimum of 50 USD per request. Any applicable fees will be communicated prior to the task being performed. 

(e) AstraQom offers a courtesy configuration service for new clients. We are not obliged but are willing to assist. Should a client require a repeat of the configuration service, AstraQom reserves the right to charge at a rate of 200 USD (or equivalent in billing currency of client) per hour and a minimum of 50 USD (or equivalent on billing currency of client) per request. Any applicable fees will be communicated to prior to the task being performed.  

(f) A per Number cancellation fee will be charged in the event that Customer cancels a port request, in the amount of: (i) 150% of the port fee if cancelled within 3 Business Days before porting date, (ii) 100% if cancelled 4-7 Business Days before porting date, and (iii) 50% in all other cases.

3.2.4. Usage Based Charges 

(a) Usage Based Charges for inbound calls will be deducted from Customer’s account in increments indicated in the Price List. Calls will be rounded up to the nearest minute on a per call basis. Messaging will be charged on a per Message basis.  

(b) Usage information is available from Customer’s web portal in the Call Detail Records (“CDRs”) feature. AstraQom’s CDRs shall take precedence over Customer’s records. 

(d) Should Customer deplete or fail to fund its prepaid account, Services invoiced on Usage Based Charges will be automatically blocked. 

(e) Credits purchased to pay UBCs will be invoiced on the date of the transaction and are due immediately.  

3.3. Dispute Resolution 

3.3.1. If Customer disputes in good faith any portion of an invoice, Customer must, within 10 calendar days of invoice issuance, provide AstraQom with written notice of dispute and documentation substantiating the basis for the dispute. Customer shall pay all undisputed amounts. If Customer does not dispute any portion of an invoice in writing within 10 calendar days, Customer shall have irrevocably waived its right to dispute that invoice. 

3.3.2. In the event of a Customer dispute, the parties shall attempt to resolve the dispute through good faith business-level discussions. During the first 15 calendar days following the notice of dispute, the parties shall discuss the dispute between employees at the head-of-department or equivalent level. During the following 15 calendar days, the parties shall attempt to resolve the dispute between employees at the Vice President or equivalent level. Failure of Customer to meaningfully participate in these discussions shall result in waiver of the dispute. 

3.3.3. AstraQom shall review the merits of Customer’s dispute and either accept or reject the dispute in writing within 60 days of receipt of the notice of dispute. If AstraQom accepts Customer’s dispute, the disputed amount shall be credited to Customer’s account. If AstraQom rejects the dispute, Customer shall pay all withheld amounts within 10 calendar days.  

3.3.4. In the event of a discrepancy or dispute regarding the quantity of traffic in a given month and where the difference is less than 5%, AstraQom’s calculation shall prevail and Customer shall pay the invoiced amount. 

3.4. Cooperation with Law Enforcement 

3.4.1. AstraQom may invoice Customer an administrative fee of up to 1500 USD per complaint of abusive or fraudulent usage of a Number in Customer’s account and/or per request for information received from a competent law enforcement authority. This administrative fee constitutes reimbursement for the costs incurred by AstraQom, as determined solely by AstraQom. 

3.5. Interconnection 

Customer will be responsible to interconnect its network or systems via dedicated interconnection or the public Internet with the AstraQom network and shall pay the costs and administrative fees associated thereto directly to its Internet service provider, third party access operator or to AstraQom if applicable. 

  1. TERM AND TERMINATION 

4.1. This Agreement commences on the Effective Date and continues for an initial term of one month, after which the Agreement will automatically renew monthly. Either party may terminate the Agreement by providing one month written notice prior to the expiration of the initial term or any renewal term.

4.2. If Customer fails to (i) sufficiently fund its account to pay for the Services or (ii) properly dispute an unpaid invoice by the due date, AstraQom may terminate the Agreement and cease providing the Services without notice or liability to Customer. In such event, AstraQom may deactivate all Numbers allocated to Customer and cannot guarantee that any Numbers can be re-allocated to Customer upon reactivation of the Services. NRCs shall apply to reactivated Numbers. The rights and remedies provided in this clause are in addition to any provided by law or under the Agreement. 

4.3. In addition to any other rights at law or in equity, either party may immediately terminate any Service(s) or the Agreement if:  (a) the other party has committed a material breach for which it failed to remedy within 5 Business Days after having been notified of such breach; (b) the other party has a receiver or an administrative receiver appointed over any part of its undertaking or assets, passes a resolution for winding up or a court of competent jurisdiction makes an order to that effect, if the other party enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on business, or undergoes any analogous acts or proceedings under any foreign law. 

4.4. AstraQom may terminate the Agreement for convenience upon one month written notice.  

4.5. In addition to any other rights at law or in equity, AstraQom may immediately terminate the Agreement or any portion of the Services if it is obliged to comply with an order or request of an NRA, court, emergency service organization or other competent legal authority. 

4.6. Upon termination, any unused credits in Customer’s business account will be cancelled and no refund will be payable, unless otherwise communicated in writing by AstraQom. 

4.7. AstraQom reserves the right to use all legal means to retrieve monies owed. We also reserve the right to share information with credit agencies.

5. SUSPENSION 

5.1. AstraQom may, without prejudice to any right it may have to terminate the Agreement and without liability for any loss suffered by Customer, immediately suspend the provision of one or more Services or Numbers in the event that: 

    1. It is entitled to terminate the Agreement pursuant to clause 4; 
    2. It has reasonable grounds to believe that the Service is being used fraudulently, illegally, or in violation of the terms of this Agreement; 
    3. Customer’s account generates excessive complaints, LEA investigations or requests for information; or 
    4. It needs to carry out emergency works to its network or Service equipment or to alleviate network congestion
  1. LIMITATION OF LIABILITY 

6.1. Neither party shall be liable to the other for any claims or costs sustained by the other party, its interconnected carriers, peering partners, customers or end users due to: 

  1. any failure or breakdown of equipment or transmission facilities associated with providing the Service(s) and managed          or operated by third parties; or
  2. any loss of data, content, quality or accuracy of information received in relation to the Services. 

6.2. Customer shall be liable for any fraudulent or unauthorized use of Customer’s passwords or other security codes, resulting from loss, theft, hacking or disclosure to another person. 

6.3. Notwithstanding any other provision of the Agreement to the contrary, in no event shall either party be liable for consequential, special or indirect damages or losses, irrespective of whether under contract, tort or otherwise (including loss of profits, revenues, customers or damage to reputation or goodwill). 

6.4. Neither party shall be liable to the other for any failure to comply with its obligations under the Agreement, except for Customer’s payment obligations for services already rendered, to the extent that such failure is a result of the other party’s failure to fulfill its obligations under the Agreement. 

6.5. Either party’s liability against the other for any damages under the Agreement; except in cases of fraud, willful misconduct, or violations of the terms for payment, confidentiality, intellectual property, data privacy, or the AUP shall in no event exceed the lesser of either (i) the total amount of Charges invoiced by AstraQom and paid by Customer during the 6 months prior to the event that caused the liability, or (ii) 5,000 USD.  

6.6. Nothing in the Agreement shall serve to limit either party’s liability for (i) death or personal injury caused by or arising from its gross negligence, or (ii) any conduct qualified under the applicable law as being willful misconduct or fraud.  

6.7. Except for actions brought by AstraQom for non-payment, no claim for losses or damages whatsoever in connection with the Agreement shall be made more than six (6) months after the date of the event giving rise to such damages is known or reasonably should have been known to the party making such claim. 

6.8. AstraQom will not be liable in the event the Services (or a part of them) cannot be provided following (i) the bankruptcy or the winding up of AstraQom’s carrier(s), (ii) a force majeure event, or (iii) a computer-based attack on AstraQom’s network and equipment. In these cases, AstraQom will make commercially reasonable efforts to restore the Service(s) as soon as practicable. 

6.9. Customer acknowledges that AstraQom’s Emergency Services rely on third party networks for delivery of emergency calls in each country. If Customer orders Emergency Services, AstraQom shall not be liable for any Customer damages or losses incurred as a result of these third-party providers’ actions, omissions or failures. 

  1. WARRANTIES AND DISCLAIMERS 

7.1. AstraQom warrants that the Services will be performed in a professional manner, consistent with generally accepted industry standards. Except as expressly set forth in this Agreement, all other warranties with respect to the Services, whether express or implied, are hereby excluded to the maximum extent permitted by law. For the avoidance of doubt, this exclusion equally applies to any warranties or representations given by or on behalf of AstraQom prior to the date of the Agreement. Customer acknowledges that it is technically impossible to provide the Services completely free of faults.  

7.2. Services offered on a pre-release, testing, or beta basis, are provided as is, without any warranties. If Customer subscribes to Services on a pre-release, testing or beta basis, AstraQom may transition Customer to the general release Services at the completion of testing or at its sole discretion. Continued use after transition shall constitute acceptance of the general release terms. 

  1. INDEMNIFICATION 

8.1. Notwithstanding clause 6.5, Customer will defend, indemnify and hold harmless AstraQom, its suppliers and partners, and each of their respective employees, contractors, directors, officers, and representatives, against any actual or threatened claim, loss, liability, governmental investigation or enforcement action, and expenses (including reasonable attorney’s fees) incurred in connection with claims made or brought by a third party arising from or related to any use of the Services, including violations of the terms of this Agreement or applicable law, by Customer, its affiliates, end users, clients, employees, agents or subcontractors.  

8.2. AstraQom shall promptly notify Customer after AstraQom incurs any indemnifiable costs or learns of the existence of an indemnifiable claim. AstraQom will reasonably cooperate with Customer and its attorneys in the defense of an indemnifiable claim. AstraQom reserves its right to retain separate counsel, at Customer’s expense, and participate in connection with any indemnifiable claim, provided that such participation does not interfere with Customer’s defense.  

8.3. Any settlement of an indemnifiable claim shall: (i) only be entered into with AstraQom’s consent if such settlement imposes any restriction or admission of responsibility on AstraQom; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement.  

8.4. If Customer orders Emergency Services, Customer shall indemnify and hold AstraQom harmless from and against any third-party claims, losses and damages arising from Customer’s failure maintain accurate User location information or alteration of CLI. 

  1. FORCE MAJEURE 

9.1. Neither party shall be liable for any default or delay in the performance of its obligations, except for payment obligations for Services rendered up to the date of the force majeure event, and for Services unaffected by the force majeure event, under the Agreement if such default or delay is caused directly or indirectly by: fire; explosion; vandalism; sabotage; natural disasters; flood; earthquake; acts of God; war; riots; civil disturbances; rebellions; revolutions; insurrections; acts of terrorism; governmental acts; court order; labor dispute; failures or fluctuations in electrical power, heat, light, air conditioning or telecommunication equipment due to reasons beyond the parties’ reasonable control; or any other reason regarded as force majeure (“Force Majeure”). In such event, the party with the obligation to perform shall resume performance as soon as reasonably possible.  

  1. INTELLECTUAL PROPERTY 

10.1. Any and all patents, registered and unregistered designs, copyrights, trademarks, name and all other intellectual property rights whatsoever, which are used in connection with the Service and/or Service equipment, shall remain the sole property of entitled owner of such rights or its subcontractors. 

10.2. Customer may not use the name, trademark or logo of AstraQom in any sales, marketing, press release, advertisement or other publication, or make any public statement relating to AstraQom, without the prior written consent of AstraQom. 

10.3. Subject to clause 6.5, AstraQom agrees to indemnify, defend, protect and hold Customer harmless from and against, and assumes liability for, any and all actions, damages or claims of any type brought against Customer for infringement of any intellectual property rights related to any usage or re-sale of the Services, except in any case where (i) such infringement claim arises from the combination or use of any of the Services by Customer with any other service, network, software, hardware, program or device neither provided nor otherwise explicitly authorized in writing by AstraQom; or (ii) such infringement claim arises from Customer’s non-compliance with AstraQom’s instructions or specifications. Customer shall give AstraQom prompt notice of such intellectual property infringement claim. Each party shall cooperate fully with the other in the defense of any such infringement claim. Customer shall not settle any such infringement claim without the prior written consent of AstraQom. 

10.4. Customer agrees to indemnify, defend, protect and hold AstraQom harmless from and against, and assume liability for any and all claims, losses, damages, liabilities, settlement, costs, or expenses (including legal expenses and the expenses of other professionals), as incurred, arising out of or in connection with any infringement (or claim for infringement) of any third party’s intellectual property rights related to any usage of the Services when such infringement claim arises from AstraQom’s compliance with Customer’s instructions or specifications. 

  1. PUBLICITY 

AstraQom may use Customer’s logo and name for commercial and marketing purposes (e.g., in AstraQom’s corporate company presentation, collaterals, advertising, etc.) during the Term. If requested by AstraQom, the Parties will develop a joint press release and a AstraQom case study to be published within 6 months of request. 

  1. CONFIDENTIALITY 

12.1. AstraQom and Customer shall treat as confidential all non-public information related to the business of the other party, whether received before or after the Effective Date, including without limitation all financial information, technical data, information relating to the pricing methods, products, processes, lists, statistics, programs and software, research, development or information which is stated to be confidential or, from its nature and the context of disclosure, should reasonably be understood by the recipient as confidential (“Confidential Information”).  

12.2. Confidential Information shall be deemed proprietary to the disclosing party and the receiving party shall not disclose it to a third party without the prior written consent of the disclosing party. The terms of the Agreement shall also be considered Confidential Information, subject to any permitted uses of the parties’ logos. Each party shall use the same means as it uses to protect its own confidential information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information. Each party agrees that it will disclose the other’s party Confidential Information only to its own employees, officers, representatives, advisers and consultants on a need-to-know basis, and only to those who have agreed to maintain the confidentiality thereof under terms at least as restrictive as those contained herein.  

12.3. This obligation of confidentiality shall not apply to information which the receiving party can demonstrate is: (i) already rightfully known by the receiving party at the time it is obtained, free from any obligation to keep such information confidential; (ii) becomes publicly known through no wrongful act of the receiving party; (iii) rightfully received from a third-party without restriction and breach of the Agreement; or (iv) required to be disclosed to a court, NRA, other competent public authority, or upon request validly made under the applicable regulatory or legal framework in order to comply with any applicable laws or regulations, provided that the receiving party shall whenever reasonably possible provide the disclosing party with prompt written notice of such required disclosure. 

12.4. Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations in connection with this Agreement.  

12.5. Upon the expiration or termination of the Agreement, each party shall, at the other’s election, either promptly return or destroy all Confidential Information of the other party and all copies thereof, including any electronically stored copies. 

  1. DATA PRIVACY 

Any Personal Data processed under the Agreement shall be done in accordance with the AstraQom Privacy Policy, which is available at: https://www.astraqom.com/privacy-policy.

  1. MISCELLANEOUS  

14.1. Assignment. No party may assign the Agreement or any of its rights and obligations hereunder, without the prior written consent of the other party, which consent will not be unreasonably withheld. 

14.2. Relationship. Except as expressly set forth in the Agreement, nothing in the Agreement shall be construed to constitute or appoint either AstraQom or Customer as the agent, partner, joint venture, or representative of the other party for any purpose whatsoever. 

14.3. Notices. All notices, requests or other communications shall be in writing, addressed to Customer’s designated contact and, for AstraQom. Notices delivered by registered or certified mail shall be deemed to have been received on the fifth Business Day following the mailing thereof. Notices sent by facsimile or email shall be deemed to have been received upon delivery confirmation. 

14.4. Severability. If any part of the Agreement is or becomes illegal, invalid or unenforceable, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the validity or enforceability of the remaining parts of the Agreement. No delay or failure by AstraQom to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly agreed between the parties. No waiver by either party to any provisions of the Agreement shall be binding unless made in writing. 

14.5. Survival. If Any provisions of this Agreement which, by their nature, should survive or may reasonably be interpreted as surviving the termination of this Agreement, including provisions relating to payment, indemnity, limitations of liability, and confidentiality, will survive the termination or expiration of this Agreement and continue in full force. 

14.6. Governing Law and Venue. This Agreement shall be governed by, and construed exclusively in accordance with, the Federal laws of Canada, without reference to its principles of conflict of laws. The Parties irrevocably consent and submit to personal jurisdiction in the English-speaking commercial courts of Ottawa for all matters arising under the Agreement or in relation to the Services. 

14.7. Entire Agreement 

(a) This Agreement, including any amendments, represents the entire agreement between the parties and supersedes and cancels all previous negotiations or agreements (whether written or oral) with regard to the subject matter hereof. All services ordered prior to the Effective Date shall be prospectively governed by the terms herein.  

(b) In the event of any conflict, inconsistency or ambiguity between the terms of the Agreement, precedence shall be given in the following order: (i) amendment(s) to the Terms of Service; (ii) Signature Page, if any; (iii) Terms of Service; (iv) Service Restrictions; (v) AUP; (vi) Price List; and (vii) Service Description. 

(c) By proceeding with the purchase, Customer’s representative guarantees he or she has authority to bind Customer to the terms of the Agreement. Customer’s subsequent 

SERVICE DESCRIPTION 

  1. VOICE SERVICES 

AstraQom offers Voice Services in conjunction with the following types of Numbers, depending on country: local numbers, national numbers, mobile numbers, toll-free numbers, shared-cost numbers, special numbers and international numbers. Voice services and Numbers are provisioned in conjunction with Channels for call capacity, which may be associated with a country or geographic zone. Voice Services are defined as follows and include the following categories of Services: 

1.1. Inbound Voice Service. AstraQom’s Inbound Voice Service enables real-time Internet protocol voice communications originated from end users on the public switched network to terminate on Customers’ IP-compatible equipment.  

1.2. Outbound Voice Service. AstraQom’s Outbound Voice Service enables real-time Internet protocol voice communications originated from Customers’ IP-compatible equipment to terminate to end users on the public switched or IP networks. 

1.2.3. Emergency Services. AstraQom’s Emergency Services allows Customers or Users to initiate domestic outbound voice calls to the dedicated emergency telephone number associated with the calling Number. AstraQom will transmit User location information to the relevant national emergency directories.  Customer is solely responsible for maintaining the accuracy of the data provided to AstraQom. AstraQom reserves the right to exclude incorrect, incomplete or non-compliant data from publication. 

1.2.4. Directory Services. AstraQom’s Directory Services allows Customer or User to register name and address details associated with Customer’s Number with the national directory listings. All Numbers that are enabled for Emergency Services are automatically enabled for Directory Services, where Directory Services are available. 

1.2.5. Caller ID Name (CNAM). AstraQom’s CNAM Service enables the transmission of a caller’s telephone number to the called party’s telephone equipment when the call is being set up.  AstraQom will present Customer’s calling number to the called party. It is the responsibility of the called party`s service provider to present the calling parties’ names to the called party. 

1.2.6. Virtual Receptionist Services. AstraQom’s Virtual Reception Services including Live Answering Services, Social Media Management and related services. We answer calls and answer Social Media and related messages on behalf of our clients and pass on to that as per instructions. 

  1. MESSAGING SERVICES 

AstraQom’s Messaging Services offer Customers the ability to send or receive messages, such as SMS, between their mobile Numbers and other users on the public switched telephone network or other messaging platforms. AstraQom’s Messaging Service is offered as a long code service only.  

2.1.  All Messaging-enabled AstraQom Numbers are activated for person-to-person (“P2P”) Messaging Services upon purchase. 

2.2. Restrictions and Acknowledgements  

(a) AstraQom’s Messaging-enabled Numbers are limited to sending 2000 outbound Messages per Number per day in order to prevent abuse on the network. If you require additional daily traffic per Number, you may submit a request via email to AstraQom. 

(b) Customer acknowledges that AstraQom delivers messages via third party mobile network providers and can therefore only influence the delivery with respect to transmission of Messages within the technical constraints imposed by such providers. 

(c) The Messaging Service does not enable premium rate text messages and is not be provided on premium rate numbers or mobile short code numbers. If Customer or its Users use the Messaging Service to originate Messages towards premium rate numbers or any mobile short code numbers, Customer agrees to bear the associated costs. 

  1. NUMBER PORTABILITY 

AstraQom’s Number Portability Service includes Local Number Portability, Mobile Number Portability, and Toll-Free Number Portability. If available for a given Number, this indicates Customer’s ability to port the Number into or out of AstraQom’s network.  

3.1. Porting a Number to AstraQom’s Network 

(a) To the extent number portability is allowed and supported in a particular country, Customer may be entitled to port in active Numbers from other operators to AstraQom’s network. 

(b) Prior to or contemporaneously with each inbound port request, Customer shall submit to AstraQom a valid Letter of Authorization (“LOA”) from the applicable User on a form acceptable to AstraQom.  

(c) For any port in, AstraQom will charge to Customer the port fee per Number. Such fee is communicated to Customer prior to processing the port in request.  

3.2. Porting a Number out of AstraQom’s Network 

(a) Upon request from a User to port-out one or more active Number(s), AstraQom will oblige such request without Customer’s explicit consent to AstraQom if number portability is supported in such country.  

(b) AstraQom may request a copy of the LOA from the User authorizing his new operator to import a Number from the donor operator, before or after processing such request.  

(c) For the porting out of one or more Number(s), AstraQom may charge Customer an administrative fee per Number. Such charges are indicated prior to porting.  

(d) When Numbers are not directly allocated to AstraQom by the relevant local numbering authority, AstraQom will, on behalf of Customer, file the port out request directly with the range holder. On such port out requests, the parties agree that AstraQom will never bear any liability whatsoever. 

(e) Except as provided in any relevant legislation, Customer and Users can no longer invoke user rights on a Number after cancellation, including (but not limited to) the right to port. 

  1. APPLICATIONS 

4.1. WebRTC. AstraQom’s WebRTC application provides web browsers and mobile applications with real-time communication (“RTC”) via simple application programming interfaces (“APIs”). It allows audio and video communication to work inside web pages by allowing direct peer-to-peer communication, eliminating the need softphones, downloaded clients, or plugins. 

4.2. Fax to PDF. AstraQom’s Fax to PDF Service enables Customer or any of its Users to receive a Fax via SMTP or HTTP on a Number.  

  1. INTERCONNECTION SERVICES 

AstraQom’s platform provides optional interconnection services outside of the standard connectivity mode of using the public Internet, such as private IP link or IP VPN.  

(a) IP VPN: AstraQom provides a dedicated IP port for secure transmission via the public Internet utilizing the IPSec protocol. 

(b) Private IP Link: AstraQom provides a physical bandwidth speed port for a customer to conduct a Layer3 cross connection of their network at AstraQom’s designated meeting point. 

  1. SERVICE LIMITATIONS 

6.1. The Messaging Service does not support access to Emergency Services or any similar functionalities such as text to 911/112 or to any other emergency service numbers. Customer acknowledges and agrees that it is its sole responsibility to make additional arrangements with other service providers in order to access emergency services. It is Customer’s sole responsibility to inform its Users of this characteristic of the Messaging Service.  

6.2. AstraQom cannot ensure accessibility to the Messaging Services by Users with disabilities and the Service should not be used to accommodate such needs. It is Customer’s sole responsibility to inform its Users of this characteristic of the Messaging Service. 

6.3. Customer acknowledges and agrees that AstraQom cannot guarantee the actual delivery of Messages to the recipient’s device for reasons such as (i) the recipient’s mobile device is not switched on, or the mobile’s device receipt of SMS has reached its limit; (ii) the recipient is located in an area which is not covered by his subscribed mobile provider;(iii) the recipient is not covered by his subscribed mobile provider for any other reason such as, but not limited to, non-payment of invoices or technical issues with the recipient’s mobile provider’s network. 

6.4. Fax to PDF is not available on Numbers for some countries, as set forth in the Service Restrictions. 

6.5. Fax to PDF does not support the sending of outgoing faxes.  

6.6. By default, AstraQom does not support early media. To the extent Customer desires to independently use early media with the Service and/or Numbers, it shall (i) not use early media in an abusive or excessive way, and (ii) limit the duration of early media to less than 60 seconds. For the purpose of this clause, “early media” refers to media (e.g. , audio and video) that is exchanged before a call session is accepted by the called party. Any use of early media generated by the called party other than ringtones and short tariff announcements are deemed to be abusive.  

6.7. Customer shall not accept collect calls or allow Users to do so. For the purpose of this paragraph “collect calls” means calls for which charges are accepted and paid by Users. In case collect calls are accepted by Customer or a User, Customer agrees to bear the costs associated herewith. 

6.8. The assignment of Numbers to Customer shall not constitute a transfer of property or sale of numbering rights by AstraQom. Customer will not be entitled to claim any ownership rights to the Numbers, and the Numbers will be reclaimed by AstraQom at the termination of this Agreement and may be reassigned to other Customers. 

6.9. The Numbers may be subject to allocation conditions and usage restrictions established by the applicable regulatory framework, numbering plan, and/or determinations by the NRA. It is Customer’s responsibility to respect all provisions of the applicable regulatory framework and numbering plan, as well as the provisions and regulatory restrictions set forth in this Service Description in its business with its Users. 

6.10. Some Numbers may be restricted by the laws or regulations of a country only to being used within certain geographic confines. The law may require that end users of such Numbers prove that they reside within these areas. If such cases, Customer shall ensure that (i) each Number is only allocated to Users physically located in the geographic area corresponding to the Number, (ii) that correct information confirming the User’s location data is input into Customer’s web portal, and (iii) that this information remain updated and correct at all times. These obligations must be fulfilled in the event that Customer resells AstraQom’s Services.  

6.11. The numbering format supported by AstraQom is ITU E.164, as set forth in the international E.164 Numbering Plan. 

6.12. Customer expressly acknowledges that a number of service functionalities available via publicly available telephony services, including but not limited to access to emergency services and directory enquiries, may not be provided with all Services. Customer shall refer to the Service Restrictions and AstraQom’s website to confirm which features are available for its purchased Services and coverage. 

6.13. Customer expressly acknowledges and agrees that AstraQom shall in no circumstance be liable for any direct or indirect damages or any third party claims due to any failures of another service provider, such as but not limited to routing and termination of emergency calls to the appropriate emergency services centers, provision of caller location, or support of call back capability. 

6.14. AstraQom will not be liable for any damages, losses or third-party claims, and Customer agrees to defend and fully indemnify AstraQom for any damages and losses incurred by AstraQom in relation to the inability for Customer or its Users to contact Emergency Services.  

  1. MISCELLANEOUS

7.1. This Service Description may be amended from time to time whenever AstraQom adds or eliminates Services or to improve the characterizations of the Services. Continued use of the Services following such updates constitutes acceptance of the new Service Description terms. 

7.2. The list of countries serviced by AstraQom can be found on AstraQom’s webpage, as amended from time to time, available at: https://www.astraqom.com .   

ACCEPTABLE USE POLICY 

  1. GENERAL 

1.1. AstraQom’s Services and network must only be used by Customers in a responsible manner. To this end, this Acceptable Use Policy (“AUP”) defines the acceptable practices for the use of AstraQom’s Services; protects the interests, reputation and resources of AstraQom and its Customers; and protects, as far as AstraQom is reasonably able, the public Internet community as a whole. 

1.2. By using AstraQom’s Services, Customer acknowledges that it has read, understood and agrees with the terms of this AUP. Customer must ensure that all Users comply with this AUP and all Users will be deemed to have consented to the provisions of this AUP, including AstraQom’s right to terminate service for violations of this AUP. 

1.3. AstraQom complies with all applicable privacy laws, as detailed in the AstraQom Privacy Policy, available at: https://www.astraqom.com/privacy-policy.  

1.4. Any complaints or enquiries regarding a breach of this AUP may be sent by email to abuse@astraqom.com. AstraQom will reasonably investigate incidents involving such violations. If necessary, Customer shall provide reasonable assistance to AstraQom for this investigation and cooperate with any law enforcement or regulatory authority to investigate claims of illegal or inappropriate behavior.  

1.5. AstraQom will not, as an ordinary practice, monitor the communications of Customers to ensure that they comply with AstraQom policy or applicable law. However, AstraQom reserves the right to, where feasible, implement technical mechanisms to prevent violations of this AUP or to comply with orders of legal authorities.  

1.6. AstraQom has sole discretion to interpret this AUP and determine whether a Customer or User has violated it.  

1.7. This AUP forms an integral part of the Agreement between AstraQom and Customer. The present AUP automatically replaces and supersedes any other AUP previously accepted by Customer. 

1.8. Notwithstanding anything herein to the contrary, a violation of this AUP by a Customer’s User shall be considered a violation of this AUP by Customer.  

1.9. AstraQom may modify this AUP from time to time. Any such modification is effective immediately. Use of the Services after a modification is made and informed through any means to the Customer, will constitute Customer’s acceptance of the revised terms of the AUP. 

  1. SERVICE CHARACTERISTICS AND LIMITATIONS 

2.1. In no event shall AstraQom be liable to its Customers or any third party for any injury or loss resulting from inaccurate, unsuitable, offensive, illegal or unlawful use of the Services or any direct, indirect, special, or consequential damages arising from claims alleging that a Customer engaged in conduct that violates this AUP.  

2.2. Customer accepts that AstraQom’s network, website and API are provided on an “as is” basis and are not guaranteed to be error free. Communications and transactions conducted online may not be free of faults or absolutely secure. System failure may occur and could limit Customer’s accessibility to the Services.  

  1. RESTRICTED USES 

3.1. AstraQom Network 

3.1.1. Customers may not use the AstraQom network or Services in any manner which: (a) violates an applicable law, regulation, treaty, tariff or the Agreement; (b) violates the acceptable use policies of any networks, facilities, or services accessed through the Services; (c) infringes the intellectual property rights of AstraQom or others; (d) violates the privacy of others; or (e) involves deceptive or fraudulent marketing practices. 

3.1.2. Customer shall not use the Service, and shall require Users not to use the Service, for the transmission of information or the offering of any service which is contrary to any applicable law or regulation, abusive, harmful, threatening, defamatory, pornographic or which could be considered offensive in any other way. 

3.1.3. Customer shall not make outgoing calls or send Messages or faxes using an AstraQom Number as CLI via a third-party provider, unless mutually agreed in writing by the parties.  

3.1.4. If Customer utilizes any CLI format other than E.164 format, Customer shall be fully responsible for any consequences resulting from the altered presentation. 

3.1.5. Should Customer resell AstraQom’s services, Customer shall not violate the guiding principles on CLI presentation (“CLIP”) and CLI restriction (“CLIR”). In particular, Customer will (i) upon terminating a call, show the CLI when the caller opted for CLIP and block CLI presentation when the caller opted for CLIR, and (ii) keep CLI information confidential and only make use of CLI information for the purpose of providing a telecommunication service ( e.g. , call conveyance, operator assistance, emergency services, billing and managing the network).  

3.1.6. Customer warrants that all CNAM information it uses for the origination of voice calls and Messages is not misleading, inaccurate, deceptive or fraudulent. 

3.1.7. Customer shall implement appropriate measures to prevent fraudulent traffic on the AstraQom network. 

3.1.8. Customer shall not use the AstraQom network for any type of Spam related activities and shall ensure that its Users shall not send any Spam through AstraQom’s Service. In the event that AstraQom deems a transaction to be Spam, AstraQom will have the right to disconnect the relevant Number immediately and without prior notice. 

3.1.9. Customer shall only use the call diversion feature (i.e., sending calls and Messages on the AstraQom network from non-AstraQom Numbers) to originate calls or Messages with CLI that is assigned to Customer by another operator and/or which Customer is authorized to use with AstraQom’s Services. Customer shall not use the call diversion feature with non-AstraQom CLI for which it has no such authorization. 

3.1.10. Customer shall not use the Services in any way that causes degradation to communications or network failure. 

3.1.11. Customer shall not violate the Service Restrictions for any country’s Numbers and Services. 

3.2. Inbound and Outbound Voice Services 

3.2.1. Voice Services shall not be used for call-back applications or any applications that primarily use signaling resources, as opposed to Channels. To the extent AstraQom incurs costs resulting from call-back or signaling based applications by Customer or any of its Users, AstraQom will pass on such costs entirely to Customer. For the purposes of this clause, a “call-back application” shall mean an application that uses signaling resources that returns a call to the number of the calling party. 

3.2.2. Before using a Number for calling card purposes, Customer will consult with AstraQom to determine whether this is allowed in the country/area the Number is associated with. 

3.3. Messaging Services 

3.3.1. Customer shall refrain from sending any Messages which are offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax, in breach of any law or anyone’s privacy, or is otherwise unlawful. In the event such Messages are sent by Customer or its Users, Customer shall have the obligation to promptly cooperate with AstraQom and take immediate actions to cease such activities. 

3.3.2. Customer acknowledges that the Messaging Service, as provided by AstraQom, is not a marketing service. 

3.3.3. The Messaging Service is a P2P service and may be used by Customers or Users for sending P2P traffic only. Messages must be initiated by human interaction. The Messaging Service cannot be used for sending bulk notifications or other marketing campaigns which do not comply with the usage of long virtual numbers and fall outside the scope of national regulatory or industry guidelines (such as the CTIA Messaging Principles and Best Practices). 

3.3.4.  Mobile Numbers shall not be used with a corresponding IMSI to provide a SIM-based network access service. 

3.3.5. AstraQom may limit the total amount of Messages that can be sent per day by a Number to a given country. It is Customer’s sole responsibility to consult these limitations in the Service Restrictions. 

3.3.6. AstraQom’s Messaging Service must be used for the purposes of engaging in a bi-directional conversation with the end user. As such, one-way messaging activities are explicitly prohibited. 

3.3.7. Mobile Numbers may only be used for services offering Mobile Usage and/or specific features, such as Messaging Service.  

3.3.8. Mobile Numbers may only be assigned to physical persons and used for P2P communications only.  

3.4. Emergency Services 

3.4.1. Customer must not permit emergency calls to be placed from locations other than the location Customer has registered an activated Number, unless expressly permitted in a country’s Service Restrictions. AstraQom is not liable for any failure of Customer to maintain up to date location information for an activated Number. 

3.4.2. Customer shall participate in test calls if requested by AstraQom in order to ensure operability. If Customer refuses to do so, AstraQom will not be liable for any damages that could have been avoided by participating in the testing. 

3.4.3. Customer acknowledges the limitations VoIP-based emergency calling services and is responsible for communicating such limitations to Users. 

3.4.4. Customer shall always transmit the true User CLI associated with an activated Number on all Emergency Services calls. Customer may be assessed a fee of up to 1000 USD per day if AstraQom discovers it is transmitting the CLI of an activated Number for Users not assigned that activated Number. 

3.4.5. If Customer resells AstraQom’s Emergency Services, Customer shall not block or limit access to Users, even when they are in breach of their contract with Customer. 

3.4.6. Customer acknowledges that the activation of a Number for Emergency Services or a change of a User’s location information may require up to seven (7) Business Days to fully complete. 

3.5. Directory Services 

3.5.1. Customer is solely responsible for the accuracy of the data provided to AstraQom, and AstraQom reserves the right to exclude any incorrect, incomplete or non-compliant data from publication. 

3.5.2. Customer agrees that the directory information published in the universal directory of the country where the Number was allocated may also be transferred to other commercial directory services providers of the country. 

3.5.3. Customer acknowledges and agrees that the name, address and Number details published in the applicable directory services will also be available for reverse query (i.e. , search based on the Number to identify the name and address of the User). 

3.5.4. AstraQom may decline to publish directory information that fails to meet the regulatory requirements for a country. 

  1. SUSPICIOUS TRAFFIC

4.1. AstraQom may monitor any fluctuations in Outbound Voice traffic. Should AstraQom detect any unusual or suspicious traffic, it may, at its sole discretion and without prejudice to any right which it might have to terminate the Agreement, elect to partially suspend any suspicious traffic until further notice.  

4.2. Notwithstanding detection of any unusual or suspicious traffic, Customer understands and agrees that any suspicious or fraudulent traffic will be fully charged by AstraQom to Customer. 

  1. CONSEQUENCES OF PROHIBITED USES 

5.1. AstraQom may act to stop any violations of this AUP. AstraQom may take immediate action, without regard to any cure periods in the Agreement, in response to such violation, including, but not limited to, termination of the Agreement. 

5.2. AstraQom may refer violators of this AUP to civil or criminal authorities for prosecution and will fully cooperate with any investigation or proceeding initiated by government authorities.  

5.3. AstraQom may disclose information transmitted over its facilities where necessary to protect AstraQom and its Customers from harm, or where such disclosure is necessary to the proper operation of the system. 

5.4. In case of prohibited activities by Customer or a User, AstraQom reserves the right to charge Customer to cover the administrative expenses related to these activities, including, but not limited to, recovery of the costs of identifying offenders and restricting or terminating access to the services 

  1. EXCEPTIONAL USAGE 

Should Customer expect a substantial increase in usage volume in any country or geographic zone, Customer must inform AstraQom via email or assigned account manager so that AstraQom may provision capacity accordingly. Failure to do so in a timely manner may result in the temporary suspension of Customer’s traffic in such countries or zones in accordance with AstraQom’s reasonable network management practices. 

  1. REASONABLE NETWORK MANAGEMENT 

AstraQom reserves the right to manage network capacity to alleviate congestion. Should AstraQom experience severe congestion that threatens the continuity or quality of its Services, AstraQom may temporarily suspend the Services of any Customer to ensure a fair distribution of the available capacity for all Customers. AstraQom will, whenever possible, provide advance warning to Customer of any congestion-related suspension. 

  1. MISCELLANEOUS 

8.1. Customer may not transfer its account to any third party without prior written consent of AstraQom and the completion of AstraQom’s Transfer of Account form. 

8.2. Customer is responsible for protecting the confidentiality of its password and user account. If Customer has reason to believe that the security of its password might have been compromised, Customer should promptly contact assigned account manager.