XENUS GLOBAL LIMITED – TERMS AND CONDITIONS

The clauses below set forth the terms and conditions upon which XENUS GLOBAL LIMITED (with registered office at Suite 23-1B, Wing Tai Center, 12 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong) shall provide and Customer shall purchase the International Calls Services (IDD 1615) by both Public Switched Telephone Network (PSTN) & Voice over IP (VOIP) (“Services”). By using XENUS GLOBAL’s International Calls services, Customer understands and agrees to be bound by the terms and conditions as follows:

Rates and Codes: Rates are shown in terms of FULL minutes (60 second) and calls are billed in ONE (1) minute increments with minimum call duration of ONE (1) minute. XENUS GLOBAL LIMITED reserves the right to increase/decrease its rates and changed destination codes at any time upon notice ONLINE; any such increases/decreases/changes shall be effective immediately unless otherwise stated in the notice. The time zone(s) used for identifying effective times and dates for changes contained in any written notice, all peak, off peak and economy traffic, and invoicing and other sensitive matters shall be Hong Kong Time (Greenwich Mean Time (GMT) +8).

Short Duration Calls: The parties agree that: (a) Calculated on a daily basis, if average call duration (A.C.D.) falls below 1 minute, XENUS GLOBAL LIMITED may charge an additional HKD$2.00 surcharge on all daily minutes sent; and (b) Calculated on a daily basis, for all calls under twelve (12) seconds in length (“Short Duration Calls”), XENUS GLOBAL LTD may charge each Short Duration Call an additional HKD$5.00 surcharge per call.

Resale of Services: All Services are provided for resale to Customer’s customers, end users or subscribers. Customer is responsible for billing and collection from its customers, end users and subscribers. Customer is responsible for obtaining and maintaining all licenses, approvals and other authorizations necessary for the resale of Services.

Responsibilities for Networks: Customer shall be responsible on its own expenses, providing the necessary facilities and interconnect with XENUS GLOBAL LIMITED’s network, so as to receive and access the services. Customer shall at its own expenses to ensure the telecommunication facilities within its operating territories can reasonably support the provision of the telecommunication services and be responsible at its own expenses on all costs and charges in relation to the installation, network usage, Internet usage and on-going use of circuits. The technical standards and methods of operation used by Customer or the implementation and provision of the services shall be agreed by XENUS GLOBAL and must conform to the relevant ITU-T recommendations, which may amend from time to time.

Suspension of Services: XENUS GLOBAL reserves the right to immediately suspend all or any part of the Services if: (a) Customer engages in activities that, in XENUS GLOBAL’s sole discretion, may cause disruption or damage to its network or facilities; (b) XENUS GLOBAL detects any fraudulent use of the Services; (c) if Customer’s account is inactive for SIXTY (60) consecutive days; (d) if XENUS GLOBAL requests identifying or other documentation from Customer for legal, administrative or regulatory purposes and Customer fails to provide appropriate documentation (in XENUS GLOBAL’s sole discretion) within a reasonable time.

Billing, Payment, Refund and Charges:

Charges are calculated on a per call service at the current call rate rounded up to TWO (2) decimal places.

Payments for XENUS GLOBAL’s services are billed on a pre-pay basis, unless otherwise agreed by both parties. You agree that our services will not be provisioned until sufficient pre-payment has been made, and that service may be terminated immediately if sufficient pre-payment has not been made. It is your ongoing responsibility to ensure that your account maintains the necessary balance to provision the service.

Customers agree any credit in your account maybe expired without prior notice shall your credit remains unused within THREE HUNDRED AND SIXTY-FIVE (365) days of the credit being applied to your account. Such expiration renders the balance non-refundable, and is performed entirely at XENUS GLOBAL’s discretion.

Prepayment – Customer shall prepay XENUS GLOBAL LIMITED for all Services. In the event the prepayment amount reaches ZERO $0, services shall be automatically suspended. In such event, XENUS GLOBAL may (but is not obligated to) reinstitute Services to Customer once the prepayment has been replenished. Any suspension or termination shall not relieve Customer of its obligation to pay any amounts due hereunder. Prepayment replenishment shall be deemed valid only when such replenishment is in XENUS GLOBAL’s account as cleared funds. Notwithstanding the foregoing, for weekend usage, Customer shall ensure that the prepayment replenishment is in XENUS GLOBAL’s account as cleared funds by the immediately preceding Friday before 5pm Hong Kong Time (Greenwich Mean Time (GMT) +8). XENUS GLOBAL may in its sole discretion require Customer to increase the Prepayment in the event of any increase or anticipated increase in Services provided to Customer. If Customer’s account is inactive for a period of ONE HUNDRED AND EIGHTY (180) consecutive days, XENUS GLOBAL LIMITED reserves the right to charge a monthly account maintenance fee of HKD$100 from the customer’s account without prior notice.

Post payment – Post payment customers must comply with “MONTHLY net 15 payment terms” (Invoice will be issue on the 30th of each month, and payment must be made within 15 days). If the pre-agreed Credit Limit Amount is reached before the monthly invoice date, payment must be settled within THREE (3) days to avoid service suspension. Payment replenishment shall be deemed valid only when such replenishment is in XENUS GLOBAL Limited’s account as cleared funds.

Refund – All the successful  payments or/and recharges for the services are non-refundable, include all kind of payments made by direct Bank deposit, PayPal, Western Union, Credit Card, Octopus etc . In circumstances when a refund is approved by XENUS GLOBAL LIMITED, customer will be subject to HKD$100 administration charge plus any addition financial charges that may incurred. All net amounts (after administrative and financial charges) may be refund from XENUS GLOBAL LIMITED by official Cheque only upon XENUS GLOBAL’s management approval.

Charges – All Customers shall be responsible for all the financial charges and administration charges, including Bank Fees, PayPal Fees, Western Union Fees, Credit Card Fees, Octopus Fees, etc.

Taxes and Fees: All charges for services under this agreement are exclusive of any present or future taxes, including value added tax, sales tax, duty or withholding tax, fees, levies and surcharges imposed by laws, statutes, any authorities or government agency. (Together with any related interest, penalty, fine and expense in connection with any of the above). Customer shall be responsible for taxes imposed by its own governmental authority in connection with this agreement, and amounts payable under this agreement shall be made without any deduction of any tax, duty or other charges.

Dispute Charges: In the event of a dispute arising under this agreement or the services, Customer agrees to negotiate, discuss and settle the issues through informal escalation within both parties, and exercise the best endeavors to resolve such dispute as soon as practical in good faith. Any disputes as to the number of minutes invoiced or amount deducted from prepayment must notify XENUS GLOBAL LIMITED in written notice within seven (7) days of the date of invoice and provide the following documentation reasonably required to resolve such dispute. (a) Minute Dispute- Customer must provide XENUS GLOBAL LIMITED with a hard copy of the type of minute dispute being issued. All minute disputes shall be in the form of a flat text file and must be accompanied by a Call Detail Record (CDR) from XENUS GLOBAL LIMITED’s Call Detail Records (CDR) supporting the alleged erroneous calls or minute duration variances. (b) Rate Disputes- Customer must provide documentation identifying the time period, appropriate rate, total minutes and amount in dispute for each country and documentation detailing the rate agreed upon. Failure to contest a charge within seven (7) days of the date of the invoice will create an irrefutable presumption of the correctness of the charge and Customer shall have waived its right to dispute that invoice.

Dispute Resolution: All disputes that cannot be resolved between the parties shall be submitted to arbitration. The arbitration shall be conducted by one arbitrator, expert in matters relating to telecommunications, selected by XENUS GLOBAL LIMITED. If the parties fail to mutually agree upon one arbitrator within fourteen (14) days of submission of the dispute to arbitration, one will be appointed in accordance with the laws of the Hong Kong Special Administrative Region. The arbitration shall be conducted in Hong Kong. Any reward, order or judgment pursuant to such arbitration shall be deemed final and binding and may be enforced in any court of competent jurisdiction.

Termination: XENUS GLOBAL LIMITED reserves the right to suspend the Services, or any portion thereof, upon a breach of any of these terms of use by Customer. Upon termination, XENUS GLOBAL LIMITED will be entitled to immediately cease providing Services. Notwithstanding termination, the provisions that, by their nature survive termination will continue to apply.

Force Majeure: Neither Party shall be responsible nor liable for any obligations (except for the obligation to settle payment when due) arising out of, in connection with or relating to any matter occasioned by or due to fire, flood, water, the elements, acts of God, war and threat of imminent war, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond such Party’s reasonable control.

Your Responsibilities: You agree to be held fully responsible for all use of and fees related to your account, and accept full liability and responsibility for the actions of anyone who uses the site or service via your account, whether authorised or unauthorised, except when unauthorised use is solely attributed to an act or omission on the part of XENUS GLOBAL LIMITED.

Limitation of Liability: The service XENUS GLOBAL LIMITED provided are exclusive of any warranties, whether expressed, or implied or statutory, including warranties of quality, merchantability, completeness or fitness for a particular purpose or warranty of uninterrupted service. All such warranties are hereby specifically disclaimed. Neither party is liable for any loss or damages (includes partial loss, complete loss or reduction in value) in relation to (a) failure of its network or any part of it; (b) failure to provide, or any interruption in the provision of services that is under this agreement; (c) any error or omission in information transmitted through network, that is sustained by the other party or their end users under or in relation to this agreement resulting in loss of profits/ revenue; loss of sales and customers; loss in any data, software or hardware; loss opportunities; loss or damage in goodwill/ reputation; indirect loss or damage and  any other economic or consequential loss or damage.

Fraudulent Calls: Customer shall not withhold any payment on the basis that fraudulent calls comprised a portion of the traffic volume. Customer shall be responsible for all charges associated with any fraudulent use of the Services regardless of whether or not Customer is aware of such fraudulent use. Customer shall take immediate action to block any fraudulent use, if possible, and shall promptly reimburse XENUS GLOBAL LIMITED for the actual cost per minute for any termination of traffic and any costs XENUS GLOBAL LIMITED incurs as a result of such fraudulent use

Anti-Bribery: Customer hereby represents, warrants and covenants that it will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on its behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any Foreign Official (including but not limited to government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to all applicable laws (including but not limited to any local anti-bribery laws), or any other third party, for the purpose of influencing such party’s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for Customer in performing its duties and obligations hereunder. Customer expressly agrees that its use of the Services is the result of arms-length negotiations, and that it has not entered into these terms of use with a corrupt motive to obtain or retain business or to secure an unfair business advantage. Customer warrants and undertakes that it shall, at all times, keep and maintain accurate and up to date accounting records to ensure that all transactions relating to the Services are sufficiently documented

Miscellaneous: The Parties hereto hereby acknowledge that during the course of the Parties relationship, either Party may acquire information regarding the other or its business activities, whether oral or written, of a confidential and proprietary nature (hereinafter “Confidential Information”). Each Party shall hold the Confidential Information in strict confidence and shall not reveal the Confidential Information, or any portion thereof to any third party. This confidentiality obligation shall survive expiration or termination of the Agreement for a period of one (1) year. Each Party agrees that, without the other Party’s written consent, it will not use the name, trademarks, trade names, service marks or logos of the other Party or of any of its affiliated companies in any advertising, publicity, press releases or sales presentations. It is expressly understood that the Parties hereto are acting hereunder as independent contractors. The failure of either Party to give notice of default or to enforce compliance with any of the terms of conditions of these terms of use, the waiver of any term or condition of these terms of use or the granting of an extension of time for performance, will not constitute a permanent waiver of any term or condition of these terms of use. No amendment, of the provisions set forth herein shall be binding unless made in writing and signed by a duly authorized representative of both Parties hereto. Customer will not assign these terms of use or any rights hereunder the prior written consent of XENUS GLOBAL LIMITED. These terms of use and the relationship between the Parties hereto will be governed by and construed in accordance with the laws of the Hong Kong Administrative Region, and both parties hereby agree and submit to the non-exclusive jurisdiction of the courts in Hong Kong. In the even a court of competent jurisdiction determines that any part or provision of these terms of use is invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part of provision of these terms of use. This agreement is non-exclusive and will not prevent XENUS GLOBAL LIMITED or customer from entering similar arrangements with, or otherwise providing Services to, any other person or entity. These terms of use, including any exhibits attached hereto, sets forth the entire agreement and understanding of the Parties hereto. This agreement may be executed in counterparts, each of which shall be deemed original, but all of which together will constitute one and the same instrument.

Notices: Except as set forth herein, all notices and communications requited under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes when sent via nationally/internationally recognized overnight courier service to the address provided by each Party. Either Party may change its address by giving the other Party native of such change in accordance with this paragraph.

Account Activation: Customer understands and agrees that activation of Customer’s account is subject to XENUS GLOBAL LIMITED’s receipt of Customer’s initial prepayment and XENUS GLOBAL LIMITED’s performance of certain background checks on Customer.

Term of and Changes to This Agreement: The terms of this agreement shall come into effect immediately upon appearing on the XENUS GLOBAL LIMITED’s website. XENUS GLOBAL LIMITED reserved all rights of change this “Terms and Conditions” without prior notice. XENUS GLOBAL may terminate this agreement at any time for any breach of these terms or any applicable policy as posted on the XENUS GLOBAL’s website. No reimbursement for any fees charged in connection with XENUS GLOBAL’s services shall be issued for such a termination. Any provision of this agreement relating to term, payment, liability, indemnification, governing law, or confidentiality shall survive termination or expiration. Should a provision of this agreement be found to be invalid or unenforceable, or should XENUS GLOBAL choose to waive any provision contained herein, you agree that the remainder of the agreement remains unaffected and in full force.

This agreement was last updated 13:00 (GMT+8) on Thursday 24th September, 2015.