GENERAL TERMS AND CONDITIONS OF USE OF ONOFF Business
Operator Subscription: means the contract for mobile telephony and mobile broadband Internet services signed by the User or by the Company with a third-party operator prior to the use of the Services and independently of ONOFF TELECOM.
Application: means any application (including the software called ONOFF Business), developed and operated by ONOFF TELECOM, downloadable on application distribution platforms and allowing the User to benefit from the Services. The term Application also refers to the solution allowing the use of Numbers through applications belonging to third parties (Microsoft Teams or Zoom).
Employee: refers to one of the employees (employee or corporate representative) of the Company.
Company Account: refers to the account created by the Company in order to define its Employees and, for each of them, the type of Services from which it should benefit.
User Account: refers to the Account of the Employee, created by the Manager, and allowing the Employee to use the Application.
Management Console: refers to the tools made available to the Company, via the Website, and allowing a Manager to (1) create the Company Account, (2) list all the Employees likely to benefit from the Services, (3) give them effective access to the Services concerned and (4) subsequently manage the access of these Users to the Services.
User Content: means any content posted by the User through the Application.
Contract: refers to the contractual set consisting of the Conditions of Use, the Fee Schedule and the Personal Data Protection Policy between ONOFF TELECOM and the Company.
ONOFF Credits: refers to credits used to purchase Services, including making phone calls and/or sending SMS.
Company: means any legal person or any natural person acting as a professional, registered in the Trade and Companies Register or in the Trades Register, as well as any public authority or association, likely to open an ONOFF Business Company Account in order to allow its Employees to use the Application.
Fee Schedule: means the fee schedule applicable to the Services and available at the address https://onoffbusiness.com/pricing.
Manager: refers to an Employee who has the administrative rights of the Company Account and the rights to access the Management Console.
Number(s): refers to the mobile telephone number(s) of the national numbering plan assigned to one or more User(s) by means of the Management Console.
ONOFF TELECOM: refers to the company ONOFF TELECOM, a simplified joint-stock company, registered in the Paris Trade and Companies Register under the number 832 235 253 and having its registered office at 26 boulevard de Bonne Nouvelle 75010, Paris, France, exercising an activity of operator in the field of telecommunications.
Personal Data Protection Policy: refers to the personal data protection policy defined by ONOFF TELECOM and available at https://onoffbusiness.com/privacy-policy .
Website: means the site accessible at the address onoffbusiness.com, operated by ONOFF TELECOM.
3. Company Account
When creating the Company Account through the Management Console, the Company provides a certain amount of information that may include its company name, address, nationality, registration number in the trade and companies register or in the trade register, its intra-EU community VAT number. The Company undertakes to provide the identity and identification documents of its legal representative at the request of ONOFF TELECOM. The Company undertakes to provide truthful information.
In addition, the Company also communicates to ONOFF TELECOM the surname, first name, telephone number and email address of the company account manager (the "Manager"), and defines a password to secure access to the Company Account.
ONOFF TELECOM reserves the right to request and obtain (i) a register extract of less than three months or any document containing the legally mandatory information for the designation of the legal person, (ii) an official document attesting to the capacity of the signatory and the extent of his powers and (iii) proof of identity of the natural person duly authorized to subscribe to the Contract on behalf of the Company. ONOFF TELECOM reserves the right to request and obtain any other document or information it deems necessary in addition and, in particular for Users, a proof of identity and/or domicile or the mobile number identifying the mobile access available to the User.
Once created its Company Account, the Company, through the Manager, will be able to define all the Users likely to benefit from the Services and, if necessary, assign them Services.
The definition of a User requires the provision of the surname, first name and e-mail address of the corresponding Employee. The Company undertakes to provide truthful information. Once defined, the User will be assigned a User Account.
The assignment of Services to a given User will result in the provision to the User of all the defined Services, as well as the immediate invoicing of the Services concerned to the Company.
In the event of the addition of certain Services, the Company will be immediately charged for additional services, for each of the Users concerned. Similarly, in the event of withdrawal of certain Services, the services in question will be immediately terminated for each of the Users concerned.
4. Access and use of the Application by Users
For each of the Users, the operation of the Application requires the prior subscription by the User or the Company – at their expense – of an Operator Subscription including (i) the possibility of making and receiving telephone calls and / or SMS and (ii) high-speed mobile Internet access.
In the event of the subscription of an Operator Subscription by the User, it is agreed that the Company is responsible for subscribing and maintaining in force during the term of the Contract the User’s Operator Subscription.
The subscription and maintenance in force of the Operator Subscription, essential for the use of the Application, are the sole responsibility of the User or the Company. The User must be equipped with a terminal allowing the use of the Application (Smartphone, PDA, tablet or equivalent) and having a recent version operating system and regularly updated. The User or the Company is solely responsible for the proper functioning of its terminals.
The Company acknowledges that the actual use of the Application by each of the Users depends on the availability of communications and high-speed Internet services of the Operator Subscription of each of its Users. In addition, usage limits and geographic restrictions specific to the Application may vary. Thus, Users are advised to regularly consult the Website in order to know in more detail the restrictions of use and the recent changes made to the Application.
Once the Application is installed on his terminal, the User will be able to access his User Account with a username and password that will have been communicated to him beforehand by ONOFF TELECOM by email. His password is personal and confidential and must not be shared with any third party in order to prevent any unauthorized use of the User Account. The Company undertakes to inform the User that he/she is solely responsible for the confidentiality of his/her password..
ONOFF TELECOM reserves the right to suspend, refuse or cancel the subscription to the Contract or to suspend the performance of the Contract if one of the following conditions is not respected (i) the settlement at maturity of all debts contracted by the Company with ONOFF TELECOM under another contract, (ii) the provision of all the supporting documents requested by ONOFF TELECOM, (iii) the agreement given by the bank payment centers concerned and (iv) the exact declarations of the Company. In this case, the subscription request will be automatically refused or cancelled and the Company notified by email.
During the contract, ONOFF TELECOM reserves the right to carry out and/or have carried out any additional investigation, in particular on the elements transmitted by the Company and, in case of reasonable doubt about the user of the Service or the documents that have been transmitted in support of the subscription, to refuse or cancel any subscription to the Contract. In this case, the subscription request will be automatically refused or cancelled and the Company notified by email.
5. Restrictions on use of the Application
The fee schedule as well as the content and limitations of each of the Services offered are detailed in the Fee Schedule.
The Company acknowledges that the User must make normal use of the Application and associated Services and that ONOFF TELECOM may put in place measures to prevent any obvious misuse of the purpose of the Services.
ONOFF TELECOM will evaluate the normal use of the Services in comparison with the uses of other Users. Consumption will be considered abnormal, in that it will be considered to constitute a diversion of the purpose of the Services, if it deviates substantially from the average consumption of Users.
The Company is further informed that the following uses, although this list cannot be considered exhaustive, are considered abnormal:
- the issuance of more than fifteen (15) calls in less than three (3) minutes from a User Account,
- the issuance of calls of more than 2 hours from a User account,
- the use of the Application and / or the Services for the realization of a marketing campaign for commercial purposes, spamming, the provision of automated services,
- the resale or attempted resale of the Services to third parties,
- the use of Numbers from a given country without being able to justify a stable link involving a frequent and significant presence in that country.
If ONOFF TELECOM detects an abnormal use of the Services, it will notify the Company or the User concerned of the abnormal nature of the use of the Services. ONOFF TELECOM may then immediately suspend the Services temporarily or permanently, without its liability being incurred under this suspension.
The User must use the Application in compliance with applicable law and regulations.
The User must in no case make unauthorized use of the Application or Services, that is to say contrary to the above. The Company is further informed that the following uses, although this list cannot be considered exhaustive, are considered unauthorized:
- harm or attempt to harm the Application, and in particular:
- use a method designed to distort, alter, modify, disassemble, erase the Application, protocols and communications, such as, but not limited to, viruses, Trojan horses, a worm, logic bombs, etc.;
- alter or attempt to alter the Application, its functionality or availability;
- circumvent, disable or disrupt functions related to the security of the Application and its integrity (or that of any electronic equipment whatsoever), or functions that prevent or limit the use of the content of the Software;
- upload and/or share inappropriate content (illegal, offensive to human dignity, sexual, defamatory, abusive, racist or any other content that may engage the civil or criminal liability of the person who publishes it);
- engage in activities that infringe on the privacy of others, including by impersonating another person;
- modify, intercept or monitor any communication not intended for it;
- harvest information from the Application that would allow personal identification including account names;
- use the Application in order to send, or help others to send, unwanted messages. All unsolicited messages and contact requests ("spam", "SPIT or Spam over Internet Telephony", "junk mail" or misleading and misleading content) and sent en masse, whether in the form of e-mails, calls, instant messages or other, are considered to be undesirable;
- use the Application for phishing, identity theft or misdirection;
- use the Application to embarrass, threaten, harass or invade the privacy of a third party, or expose a third party to offensive, indecent or dangerous content;
- Infringe the intellectual property rights of ONOFF TELECOM, another User, or a third party, and in particular:
- use in any way whatsoever any content subject to proprietary rights not belonging to the Company or the User, unless the latter holds a license or the express permission of the owner of the rights;
- resell or market the Application, while it is intended for the User's personal use.
In addition, the User and the Company are expressly reminded that, in accordance with regulations establishing the national numbering plan and its management rules, any Number may not be used as a "secondary number" for the provision of telephone or messaging services by SMS or MMS, whose subscriber can be reached without any restriction by any user of a telephone service to the public or of SMS or MMS, only as long as these services are only usable from mobile access.
It is also recalled that this "secondary" number may be provided by an operator different from the one that provides mobile access to the User.
Finally, it is recalled that a Number can only be assigned to a User habitually or temporarily residing, or justifying stable links involving a frequent and significant presence, in the territory corresponding to this Number. The Company is committed to respecting these conditions of territoriality and undertakes to cancel the assignment of a Number to any Employee who no longer meets the aforementioned conditions of territoriality.
If ONOFF TELECOM detects an unauthorized use of the Application or Services, it will notify the Company or the User. ONOFF TELECOM may then immediately suspend the Services temporarily or permanently or terminate the Contract,without its liability being incurred for such suspension or termination.
6. Update and maintenance
ONOFF TELECOM may at any time make updates to the Application and the Management Console.
These updates may be intended to maintain software compatibility, offer new features or versions of the Application or management console, provide security updates or bug fixes, etc. ONOFF TELECOM reserves the right to check the versions of the Application and download configuration changes and updates to the Application. ONOFF TELECOM does not guarantee that the updated Application is always compatible with older versions of the Application. ONOFF TELECOM also does not guarantee to continue to support a version of the operating system or device for which the User has a License.
The Company acknowledges that Users must always use an up-to-date version of the Application.
ONOFF TELECOM may modify the Application or the Management Console at any time and for this purpose to carry out maintenance or upgrade operations of the Application or the Management Console, or the underlying infrastructure allowing the use of the Application or the Management Console. ONOFF TELECOM may in this context temporarily suspend or limit the use of all or part of the Application or Services. Except in cases of emergency, temporary interruptions will, as far as possible, be notified on the Website before they occur. ONOFF TELECOM will in no case be liable for damages to the Company in the event of suspension or limitation o
7. Description of the Services
Once the registration steps have been completed by his Company, the User may obtain from ONOFF TELECOM according to the instructions given to ONOFF TELECOM by his Company and the Services assigned to him through the Management Console, one or more Numbers and/or one or more call packages ("Packages"), and benefit from the associated functionalities. The assignment of a Number gives access to all linked Services. The Numbers make it possible to make and receive telephone calls and/ or, where appropriate, SMS and/or MMS to and from any person with a telephone number subject to the limitations set out in the following paragraph concerning calls to certain classes of numbers.
As the Services are in no way a substitute for the primary mobile telephony service provided by the Operator Subscription, the Company acknowledges and accepts that the Numbers do not allow calls to be made to all numbers. Consequently, calls that cannot be made from the Application (i.e. in particular but not exhaustively calls to special numbers and emergency numbers) must be made directly from the number associated with the User's Operator Subscription.
Each Number can be activated or temporarily deactivated via the application interface. The User may, in the same way, activate and deactivate the calls and SMS of each Number.
Access to and use of the Services by the User requires (i) the use of the User's Operator Subscription, and in particular the SIM card associated with the Operator Subscription, the corresponding telephone credit and access to the Internet network and (ii) a terminal allowing the use of the Services (Smartphone, PDA, tablet or equivalent) and having an operating system of recent version and updated periodically.
ONOFF TELECOM recalls that the availability of the Services depends on the availability of communications and high-speed Internet services of the Operator Subscription of each User.
By being assigned a Number, the Company and the User agree to the following:
- neither the Company nor the User has any ownership right over the Number(s), nor any right to the permanent storage or maintenance of the Number(s);
- the User must comply at all times with the applicable numbering rules and the special requirements for the assignment of Numbers as well as with any instructions that ONOFF TELECOM may send him with regard to the Number(s);
- the Company has a revocable right to use the Number, excluding in particular its assignment, subletting, transfer, portability or more generally any act of disposition or security.
ONOFF TELECOM reserves the right to modify the conditions of access to the Numbers and provision of the Services, in particular in the event of a change in the applicable legal and regulatory provisions or to take into account any administrative or judicial decision that would be applicable to the terms of provision of the Numbers and associated Services.
9. Quality of Service
ONOFF TELECOM applies the security measures necessary for the prevention of incidents and implements the means allowing it to react to an incident to limit the unavailability of the Services and the impact on users' data.
ONOFF TELECOM undertakes to achieve, in the covered area, the following levels of service:
- availability of the Services within a maximum period of six (6) hours from the creation of the User Account and the assignment of the Services to the User,
- a monthly availability of the Services at least equal to 90%, the availability of the Service being understood to mean the material possibility of transmitting or receiving a communication,
- a reinstatement of the Services within a maximum period of forty-eight (48) hours from the notification of the interruption of the Services to the customer support service (the "Support") of ONOFF TELECOM accessible through the Website. Interruption of the Service means the material impossibility of transmitting or receiving a communication.
The service levels apply when the following conditions are cumulatively met: (i) the User is located in an area usually covered by the Service and its Operator Subscription and (ii) has a terminal compatible with the Application, lit and in perfect working order.
In the event that ONOFF TELECOM does not reach one of the aforementioned levels of service, the Company will have a period of one (1) month to send a request for compensation specifying the User, the incident concerned and its duration to the Support. ONOFF TELECOM undertakes to process compensation requests (i) within five (5) working days of their receipt with regard to the compliance of the Company's request with the conditions detailed in this article and (ii) within one month of their receipt for their full examination. If the request is justified, ONOFF TELECOM will award the affected Company compensation equivalent to one (1) month of subscription to the assigned Service.
However, such claims for compensation shall not be admissible in the following cases:
- in the absence of a request for compensation made by the Company within one (1) month of non-compliance with the aforementioned levels of service,
- in the event of fault on the part of the Company and/or the User concerned or misuse by the Company and/or the User and/or its correspondents of the Service,
- in case of incorrect configuration of the Application,
- in case of non-compliant use of the Application,
- in the event of the transmission of radio signals affected by the constraints or limits of the technical standards imposed on the operator with whom the Operator Subscription is subscribed or on the operator(s) partner(s) of ONOFF TELECOM by the competent regulatory authorities or regulatory groups,
- in the event of a maintenance operation by ONOFF TELECOM or the operator(s) partner(s) of ONOFF TELECOM,
- in the event of a disturbance or interruption not directly attributable to ONOFF TELECOM,
- in the event of disruption and/or total or partial unavailability, and/or interruption of all or part of the services offered on the networks of the operator with whom the Operator Subscription is subscribed,
- in case of force majeure.
10. Hosting of communications content
ONOFF TELECOM undertakes to ensure the security, confidentiality and integrity of communications made by the Application in accordance with the applicable legal and regulatory obligations.
Nevertheless, the contents stored, used, transmitted and received by the User through the Application are under his sole responsibility. It is the User's responsibility to ensure that he does not violate the legal and regulatory provisions in force, in particular relating to the intellectual property rights attached to certain content.
The Company and its Users are solely responsible for the use they make or intend to make of the functionalities of the Application and user content. ONOFF TELECOM does not ensure the control or promotion of User Content. ONOFF TELECOM assumes no responsibility for any such User Content, including, without limitation, media shared through the use of the Application. In addition, the Company acknowledges and accepts that ONOFF TELECOM does not exercise any a priori control over the User Content and that it is not bound by a general obligation to monitor such content. Similarly, although it has access to User content, ONOFF TELECOM has no control over the sites and external sources to which hypertext links accessible via the Application redirect. ONOFF TELECOM is authorized to communicate any User content at the request of any administrative or judicial authority.
Any User or Company has the possibility to notify ONOFF TELECOM of any User Content that is illegal or infringes the User's rights in order to request its withdrawal. The Company will, in this case, be solely responsible for the complaint it has filed with ONOFF TELECOM. The Company acknowledges and agrees that any complaint filed by it may be used in any legal proceedings. The Company also acknowledges and agrees that any inaccurate, false or misleading information may engage its civil and criminal liability.
Any complaint or notification falsely accusing User Content of infringing the rights of the notifying Company or its Users or the rights of third parties, by having knowledge of the inaccuracy of this statement, makes the notifying Company liable to prosecution. The notifying Company could thus be ordered to pay damages, costs and/or legal costs incurred by it, as well as by any rightholder who has suffered damage as a result of the trust placed by ONOFF TELECOM in this incorrect declaration. The notifying Company, in this case, may also, if necessary, be the subject of criminal proceedings.
The Company declares and warrants to have informed each of its Employees of the following:
- a User shall only post or upload User Content if he or she has the necessary consents, authorizations and licenses.
- a User may only use, publish or include any personal element to a third party within the User Content if he has the express permission, consent or permission of that person to that effect.
By publishing or downloading User Content, the Company and each of the Users agree and agree to grant ONOFF TELECOM a non-exclusive, irrevocable, royalty-free, sublicensable and transferable worldwide license to all rights of use, modification, representation, translation, exploitation, editing, inclusion, recording, adaptation, reproduction and others. This license is granted for the maximum period of protection by intellectual property rights of the User Content published or downloaded by the User.
The Company and each of the Users guarantee ONOFF TELECOM against any claim brought by third parties or other Users on the grounds that the User Content would constitute a violation of the intellectual or industrial property rights claimed by third parties or other Users, ONOFF TELECOM cannot be sought or worried about this.
11. Intellectual property
The Application contains proprietary and confidential information protected by intellectual property laws and treaties. ONOFF TELECOM retains the exclusive ownership of the Application and the Company and/or the User shall refrain, directly, indirectly or through third parties, from infringing, jeopardizing or limiting, by any measure whatsoever, the intellectual property rights held by ONOFF TELECOM on the Application. Similarly, any reproduction, representation, adaptation, modification, translation, transformation, dissemination, integration, in other material, commercial exploitation or not and / or reuse in any way whatsoever of all or part of the elements composing the Application is strictly prohibited. ONOFF TELECOM, the trademarks and associated logos are trademarks owned by ONOFF TELECOM.
The User shall refrain from:
- license, sell, assign, rent, export, import, distribute or transfer or grant rights to any third party in the Application;
- in any way, modify, copy, decompile, reverse engineer, disassemble all or part of the elements composing the Application, or attempt to derive the source code, or create derivative works from all or part of the Application or its updates, except where otherwise provided by applicable law;
- directly or indirectly, create a derivative work, search for the source code or protocols of the Software of the Application (except to the extent permitted by law);
- remove, hide or modify trademark or other proprietary notices included in the Application.
Any action set out above will be considered a violation of the rights of ONOFF TELECOM. Any non-compliant use that the Application may lead to legal proceedings.
This section will govern any update provided by ONOFF TELECOM that replaces and/or adds to the Application, unless it is accompanied by a separate license.
12. Personal data
The collection and use of the personal data of the User and the Manager are defined in the Personal Data Protection Policy.
Due to the purpose of the Service and the associated confidentiality, registration in the universal directory will not be carried out by ONOFF TELECOM. However, the User may request his registration in the universal directory by express request addressed to onoff telecom support. In this case, the User will communicate, under his responsibility, his contact details (telephone number and surname, first name or initials subject to homonymy, company name, postal address complete or not, e-mail address, profession or activity) so that they appear free of charge in the lists of ONOFF TELECOM intended for publishers of directories and information services.
13. Financial conditions
All rates applicable to the Services and in particular applicable to Numbers, Call Packages and ONOFF Credits are mentioned, regularly updated and available via the Management Console and at the address: onoffbusiness.com/pricing. The Services provided to Users by ONOFF TELECOM are invoiced to the Company in accordance with the price in force on the day of subscription of the Service concerned.
Any general reduction in tariffs may be carried out by ONOFF TELECOM without any particular delay. When a particular discount has been granted when subscribing to a Service, ONOFF TELECOM reserves the right to no longer apply the initial tariff discount on the new pricing.
In the event of an upward change in the applicable rates, ONOFF TELECOM will inform the Company at least one (1) month before the entry into force of the amended tariff. The Company may then terminate the Service concerned through the Management Console and under the conditions defined below in Article 15.
The subscription to each Number is subject to the payment of a fixed price variable according to the category and the period of subscription of said Number.
The subscription to the Services will automatically renew at the end of each period, for all Users, unless the Company Account is terminated. The renewal of the subscription will entail invoicing and payment of the corresponding amount.
The Company will pay monthly and in advance all the Services subscribed. To this end, the Company must ensure that its Company Account references one or more valid means of payment among those accepted in payment by ONOFF TELECOM.
Any purchase or renewal of Services will be the subject of an invoice in electronic format made available to the Company through the Management Console.
Failure by the Company to pay an invoice on the due date will automatically and without formality entail:
- in accordance with the provisions of Article L. 441-6 of the French Commercial Code, the invoicing of late payment penalties, the amount of which will be calculated on the amount of all taxes included in the invoice due, it being specified that the rate of these late payment penalties will be (i) due by the Company solely because of the due date at the contractual term, (ii) due by the Company notwithstanding any additional damages to which ONOFF TELECOM could claim as a result of the non-payment in question and (iii) equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points and this, under the conditions defined in Article L. 441-6 of the French Commercial Code, that interest rate may not, however, be less than three times the legal interest rate,
- the payment of a lump sum recovery indemnity, notwithstanding the absence of a recovery procedure, set at an amount of forty (40.00) euros in application of the provisions of Articles L. 441-6 and D. 441-5 of the French Commercial Code.
- Under Article L.441-6 of the French Commercial Code, ONOFF TELECOM may claim any additional compensation, when the costs it has incurred are greater than the amount of the lump sum compensation (in particular the costs of a lawyer or a debt collection company).
- the cancellation of all discounts, rebates, rebates and other advantages granted by ONOFF TELECOM for the benefit of the Company and/or users.
In case of disagreement on the amount of a payment, it is made on the provisional basis of the sums admitted and established by ONOFF TELECOM. The sums that will be due to ONOFF TELECOM under the Contract will not be compensable in due respect to any other sums or claims that ONOFF TELECOM would be liable to the Company.
The Company shall have ninety (90) days from the date of invoice to contest the amounts invoiced to it with all the necessary justifications. After this period, the Company will no longer be able to request any refund.
Any reduction in the disputed invoice will result in the issuance of a note deducted from the next invoice.
Pursuant to Article L. 34-2 of the French Postal and Electronic Communications Code, the limitation period is acquired for all claims for restitution of the price of electronic communications services presented by the Company after a period of one year from the day of payment.
15. Effective date, duration and termination
The Contract takes effect on the date of creation of the Business Account and will remain in force until the cumulative fulfilment of the following two conditions: (i) the termination by one of the Parties of all the Services provided to all Users and (ii) the deletion by the Company of its Company Account.
On the effective date of termination of the Contract by the Company, it will have the following consequences:
- all licenses and rights to use the Application will terminate;
- each User must stop using the Application;
- each User shall remove the Application from all hard drives, networks and storage media and destroy all copies in his possession, or under his control;
- ONOFF TELECOM may block access to User Accounts and/or the Application;
- ONOFF TELECOM may delete the data associated with User Accounts.
Termination of a particular Service will have the same consequences as those set forth above, which will be limited to the terminated Service only.
Each Party may also terminate the Contract for fault of the other Party eight (8) days after the sending of a formal notice remained in vain, this resulting from the sole breach of the offending party. It is agreed that the following cases may result in the automatic termination of the Contract by ONOFF TELECOM:
- if the information provided by the Company in its Company Account is inaccurate;
- if ONOFF TELECOM suspects an illegal or fraudulent use of the Application or contrary to the rights of third parties;
- if ONOFF TELECOM suspects that the Company is attempting to take unfair advantage of any of ONOFF TELECOM's policies, or to misuse them.
ONOFF TELECOM may terminate its relationship with the Company at any time subject to compliance with a minimum notice period of one (1) month before the end of the commitment period.
If ONOFF TELECOM decides to no longer offer a particular Service, it may terminate the said Service without penalty, subject to compliance with a minimum notice of one month.
Any termination of ONOFF TELECOM will be notified to the Company by e-mail.
The Company understands and accepts that the fact that a User does not use a Number under the conditions defined in the General Conditions of Use entails the automatic and automatic termination of the Number as well as the data relating to the use of the Number (for example: SMS, call log, voice messages, etc.).
Without prejudice to the possibility of terminating the Contract, ONOFF TELECOM may suspend the Services or access to the Application of one of the Users on simple written information of the User concerned in the following cases:
- if the information provided for the User in his User Account is inaccurate, incomplete or if the User's mobile number provided by the operator with whom the Operator Subscription was subscribed is no longer valid;
- if the conditions of territoriality required for the assignment of the number to the User are no longer met;
- if ONOFF TELECOM suspects illegal or fraudulent or abnormal use of the Application or contrary to the rights of third parties;
- if ONOFF TELECOM suspects that the User is trying to take unfair advantage of ONOFF TELECOM's refund policy or any other policies, or to misuse them;
- if ONOFF TELECOM suspects that the User Account is the subject of fraudulent use by a third party.
ONOFF TELECOM is also likely to interrupt the use of the Application under certain conditions including, but not limited to, the impossibility of providing the Service, problems of external origin that make the implementation of the Service difficult or careless, technological progress, the need to modify the Application or the Services.
ONOFF TELECOM undertakes to provide all the necessary competence and care for the provision of the Services and to implement all the necessary provisions in order to ensure the Services permanently and continuously. As such, ONOFF TELECOM has only an obligation of means.
With regard to the relevant and applicable legal provisions, the Application is provided "as is" and will be used at the User's own risk, without any guarantee. In this sense, the Company and/or the User are solely responsible for the preservation, security and integrity of data, hardware and software, as well as the confidentiality of its passwords and User Account identifiers and others in the context of the use of the Services.
ONOFF TELECOM assumes no responsibility to any third party or to the User and the Company regarding the contents, the latter being solely responsible for the User Content submitted, created, displayed or published through the Application.
ONOFF TELECOM makes its best efforts to ensure the confidentiality of the information and content published through the Application.
ONOFF TELECOM does not guarantee that the Application will always be available, accessible, uninterrupted, reliable, and error-free. In addition, no warranty is offered regarding internet connections or transmissions, or the quality of calls made through the Application.
Subject to the foregoing and in accordance with applicable law, ONOFF TELECOM shall not be liable to the Company or the User, whether or not ONOFF TELECOM has been informed of the possibility of such damages or losses, for:
- indirect damage and in particular any damage, loss, or corruption of data;
- damage resulting from the acts of third parties or cases of force majeure;
- any claim, damage or loss arising out of or related to:
- the User's inability to use all or part of the Application or its functionality;
- the User's inability to make the necessary arrangements to contact the emergency services;
- the User's inability to provide accurate information about the physical location to an emergency department;
- the conduct of third-party emergency service agents and call centers with which the User is connected.
As the Services are in no way a substitute for the primary mobile telephony service provided by the operator with whom an Operator Subscription has been subscribed, the Company acknowledges and accepts that the Numbers do not allow calls to be made to all classes of numbers. Consequently, calls that cannot be made from the Application (i.e. in particular calls to special numbers, international numbers and emergency numbers) must be made directly from the User's telephone. ONOFF TELECOM reserves the right to allow Users to make calls to additional number classes after the launch of the Services.
In addition to the foregoing, ONOFF TELECOM cannot be held liable to the Company or the User, whether or not ONOFF TELECOM has been informed of the possibility of such damages or losses, for:
- any indirect damage, and in particular, any loss of income, contracts, real or expected profits, luck, brand image or reputation, customers or turnover;
- any damage or corruption of data;
- any claim, damage or loss arising out of or related to:
- the User's inability to use all or part of the Application or its functionality;
- the User's inability to make the necessary arrangements to contact the emergency services
- the User's inability to provide accurate information about the physical location to an emergency department;
- the conduct of third-party emergency service agents and call centers with which the User is connected.
- any damage in excess of an amount, all counts of damages combined, corresponding to the total amount paid by the User for the Services during the twelve (12) month period immediately preceding the date of occurrence of the event at the origin of the request in question.
To the extent that the Company demonstrates that it has suffered direct damage, ONOFF TELECOM's liability will be expressly limited to one hundred percent (100%) of the sums actually received by ONOFF TELECOM under the Contract during the last six (6) months preceding the occurrence of the said damage.
Actions for liability against ONOFF TELECOM are time-barred by two years from the date of the event giving rise to the damage.
18. Force Majeure
ONOFF TELECOM cannot be held liable in the event that the non-performance results from a case of force majeure.
Are considered as cases of force majeure, as long as they are not the work of ONOFF TELECOM and are beyond its control, exceptional bad weather, natural disasters, fires and floods, lightning, electronic power surges, attacks, internal or external strikes, internal or external failures or failures such as failures related to the telephone network, to the network of the service provider(s) of ONOFF TELECOM, and all those emanating from the mobile telephone operator with whom an Operator Subscription has been subscribed, and in general any irresistible and unforeseeable event that does not allow the proper functioning of the Application.
19. Execution in good faith
Each of the parties undertakes to perform the Contract that binds them in a spirit of loyalty and transparency. As such, each of the parties:
- refrains from any conduct likely to harm, directly or indirectly, the reputation, honour and/or image of the other party;
- will promptly inform the other party of any change concerning him and/or any difficulty he encounters that may have an impact on the execution of the Contract and this, in order to try to resolve it;
- will make its best efforts to take all reasonable steps to moderate or limit the harm that may be caused to it as a result of the non-performance of the Contract.
20. Miscellaneous stipulations
The Contract may be the subject of a total or partial transfer, for consideration or free of charge as part of a universal transfer of assets, merger, division, contribution to a company, partial contribution of assets, or any other restructuring operation, by ONOFF TELECOM, which is already authorized by the Company. Pursuant to the provisions of Article 1216 of the French Civil Code, the assignment of the Contract will have its effects with respect to the Company when the contract concluded between ONOFF TELECOM and the new beneficiary is notified to it or when it takes note of it; in this case, ONOFF TELECOM will no longer be jointly and severally liable for the performance of the Contract, which is already accepted by the Company.
ONOFF TELECOM grants the Company the right to use the name and trademark as well as the functional and synthetic description of the services contracted as part of the Company's communication actions: press releases, marketing brochures, registration on the websites, subject to validation by ONOFF TELECOM. ONOFF TELECOM reserves the right to quote the Company by reference, in particular to include the name of the Company, its logo, in any commercial and /or technical support (commercial proposal, performance report ...), in any communication medium and in any place whatsoever (POS, customer case, website, social networks, trade shows ...)
Pursuant to the provisions of article 1366 of the French Civil Code, the computerized files, data, messages and registers kept in ONOFF TELECOM's computer systems will be accepted as proof of communications and agreements between ONOFF TELECOM and the Company, insofar as the party from which they emanate can be identified and that they are established and kept in conditions likely to guarantee their integrity.
The parties to the Contract have agreed to bear the risk of any unforeseeable change in circumstances which would render the performance of the obligations of each of the parties under the Contract too onerous. Each of the parties expressly acknowledges that the provisions of Article 1195 of the French Civil Code are not applicable to the Contract and that it may not submit any request of any kind and in any form whatsoever, and in particular having the purpose of renegotiating and/or asking the Courts to revise or terminate, pursuant to the provisions of Article 1195 of the French Civil Code, the Contract. However, if a change in circumstances unforeseeable at the time of the conclusion or renewal of the Contract makes the performance of the Contract excessively onerous and harmful for a party who had not agreed to assume the risk, the latter may notify the other party of its wish to request a renegotiation of the Contract, this notification must include a statement of the reasons and a copy of the supporting documents relating to its request. Each of the parties will have to continue to perform its obligations during the renegotiation, it being specified that the party to whom the request for renegotiation is addressed will not be required to give a favourable response to this request.
21. Applicable law – dispute resolution
ONOFF TELECOM provides the Company and Users with a support service accessible via its Website. Any claim must be made through this service prior to any legal action. ONOFF TELECOM undertakes to provide a response to any dispute or request for reimbursement within thirty (30) working days from the date of receipt thereof.
In the event of a dispute arising from the interpretation or execution of the Contract, the parties will endeavour to seek an amicable solution. Any Company established in France is informed that it can refer any dispute with ONOFF TELECOM to the Mediator of Electronic Communications free of charge on its website: www.mediateur-telecom.fr.
In the absence of an amicable solution between the parties within a period of thirty (30) calendar days from the receipt by the receiving party of the request for conciliation, any dispute concerning the formation, validity, interpretation, execution or termination of the Contract will fall exclusively under the jurisdiction of the courts within the jurisdiction of the Court of Appeal of PARIS (FRANCE), notwithstanding several defendants, forced intervention, in particular appeal in warranty, this attribution of jurisdiction also applying in matters of summary proceedings, urgent or protective procedures or application.