These Terms and Conditions are a legal agreement between YOU (either an individual, a single entity or a company) and "B-Tell (Pty) Ltd."(B-TELL). The following terms and conditions shall govern any installation or use of the Licensed Products and Services referenced on the End User License Agreement. Such Licensed Products and Services include without limitation computer software, associated media, any printed materials and any online or electronic documentation.

1. Offers; Acceptance.

These terms and conditions (these "Terms") are deemed part of all quotations, acknowledgments, confirmations, invoices, purchase orders and other documents, whether electronic or in writing, relation to the sale of Products or Services by B-TELL. B-TELL hereby objects to any terms or conditions proposed by YOUR purchase order or other documents which are inconsistent with, or in addition to, these Terms.

2. Prices.

All prices stated are current, subject to changes without notice by B-TELL. YOU agree to pay the price in effect at time of shipment.

3. Payment.

Unless otherwise stated all transactions with B-TELL are prepaid by YOURSELF.

3.1 Payment by Credit Card.

B-TELL accepts Visa, MasterCard and Discovery Cards. Customers opting to pay by credit card agree to have payments deducted automatically by B-TELL's Automated Billing System. All charges such as subscription fees and purchasing of Top Up Vouchers are billed on the same or next working day without fail, unless by decision by B-TELL Management only who will deduct requested payable amounts at any time at their own convenience.

By submitting YOUR credit card data to B-TELL, YOU authorize B-TELL in it's complete discretion to submit a financial transaction(s) to your issuing bank for settlement. YOU agree that once B-TELL has approved or declined YOU transaction, B-TELL has fully performed under the terms of this agreement. YOU agree to contact B-TELL in the event that you desire to cancel any recurring charge prior to the next billing cycle. Should YOU fail to contact B-TELL, YOU agree to indemnify and hold B-TELL harmless from any losses or damages that YOU suffer as a result of a recurring charge. B-TELL may be contacted at accounts@b-tell.com; www.b-tell.com ; or B-TELL, Waterford Court, Block C, c/o Rabie and Glover, Lyttelton, Centurion.

If YOU think that there is an error on your account, including an incorrect amount or unauthorized transaction, YOU agree to contact B-TELL within 120 days of the transaction. Upon proper notification, B-TELL, in its sole discretion may issue a credit to YOUR credit card.

Monthly payments with a credit card will ensure that YOUR account is not deactivated due to any unforeseen problems. All accounts are paid one month in advance, B-TELL will automatically deduct regular monthly fees from YOUR nominated credit card, on each Billing Day, which is usually at the end of the current month, without fail, unless by decision by B-TELL Management only who will deduct requested payable amounts at any time at their own convenience.

B-TELL will also deduct any additional costs incurred due to usage of additional services on the same or next working day without fail, unless by decision by B-TELL Management only who will deduct requested payable amounts at any time at their own convenience.

3.2. Payment by Electronic Transfer (EFT).

B-TELL allows its customers to sign an account with an option to pay their bills by EFT. B-TELL must receive the payment prior to us activating YOUR account. In the case of monthly subscription payments the payment should be received within 5 days of the expiry of the subscription. Delays in sending payment may result in suspension of services; incur a reactivation fee and/or late payment fee.

4. Value Added Tax (VAT).

All Products and Services sold by B-TELL shall be subject to the addition of VAT. VAT invoices shall only be supplied when requested by YOURSELF. Any amount shown in B-TELL's Online Billing system is shown as exclusive of VAT.

5. Provision of Service.

We reserve the right to decline to provide Service to YOU for any lawful reason. Some Services may not be available or operate differently in some locations. The purchase of B-TELL Products or other equipment is not a guarantee of Service

6. Suspension of Service.

YOU must have and keep satisfactory credit in YOUR account to make use of B-TELL's Services. Accounts ninety (90) days past due will be suspended and YOUR service terminated. If at any time we suspect, in our sole discretion, fraud, we may suspend Service to YOUR account and require that YOU provide payment on account or a guarantee of payment before we resume Service to YOUR phone. B-TELL reserves the right to request that YOU provide us with any information we reasonably require to determine whether YOU qualify for Service.

7. Buzz Plans.

YOU may choose any one of our plans that we offer. YOUR plan may be for a fixed length or may be month-to-month. Services provided for plans may differ. If YOU select a Premium plan (Blue, Bronze, Silver, Gold or Platinum) YOU are bound to a 12 month contract and will be liable for payment of the monthly subscription fee. If YOU have selected our Free Plan you will billed on a month to month basis.

8. Buzz Number.

B-TELL will assign a Buzz number to the Buzz Soft Phone or other equipment used by YOU on the B-TELL network. We may change the buzz number by giving prior notice. YOU do not own the number. YOU may not (1) modify the Buzz number we program into any phone or other equipment; (2) transfer or duplicate the Buzz number to any phone or other equipment other than that authorized by us; or (3) transfer or duplicate the Buzz number to any other individual or entity

9. Billing.

All accounts are set up on a pre-paid basis. Subscription fees and call charges will be deducted from YOUR account. It is YOUR responsibility to keep YOUR account in a credit balance. If YOU have not opted for a monthly debit order on YOUR credit card on current account YOU will need to keep YOUR account in a credit balance by purchasing Top Up Vouchers from our site. www.b-tell.com/top-up.php . All International clients must pay by credit card. Customers with accounts set up on a periodic credit card billing plan or debit order off a current account must keep credit card information current. It is the customers responsibility to inform B-TELL on changes in credit card type, expiration dates, changes to bank account details and e-mail addresses. Billing cycles are approximately 30 days in length. Billing cycles and dates may change from time to time.

10. Convenient Online Billing.

As a Buzz subscriber YOU will be able to access YOUR account details online. This can be done by logging in to YOUR account on the B-TELL website and entering YOUR Buzz number and password. By accessing YOUR account online YOU will be able to monitor YOUR account and ensure that YOUR account stays in a credit balance. YOUR online account will allow YOU to view transactions, call logs, top up via phone card, set call forwards, view rates, update YOUR profile and download the Buzz Soft Phone and Manual.

YOUR account and login may not be assigned or transferred to any other person or entity. YOU must promptly inform B-TELL of any apparent breach of security, such as loss, theft, or unauthorized disclosure of a login. Until B-TELL is notified by e-mail of any breach in security YOU will remain liable for any unauthorized use

11. Currencies.

Prices quoted for services rendered in the B-TELL VoIP network are in U.S. Dollars, YOU shall make remittance to B-TELL at the then current exchange rate as calculated by B-TELL on the date of the transaction. Prices for Products and supplied by B-TELL shall be in South African Rand.

12. Financial.

Prior to B-TELL accepting to provide YOU with Products or Services we may perform a check on you current financial standing and based on these findings may decide not to provide you with Products and Services. If YOUR financial position at any time becomes unsatisfactory to B-TELL, B-TELL reserves the right to end it's obligations with YOU or require satisfactory security or payment in advance. If YOU fail to make payment or otherwise comply with these Terms or any related agreement, B-TELL may (without liability and in addition to other remedies) cancel any unshipped portion of Products sold hereunder, stop any Products in transit and suspend all services rendered until YOU pay all amounts, including amounts payable hereunder, whether or not then due, which are owing to it by YOU. YOU shall in any event remain liable for all unpaid accounts.

13. Shipping; Delivery.

B-TELL shall enclose Products in protective packaging with box labels. Unless otherwise provided in an Purchase Order, all Components shall be packaged, marked and otherwise prepared in accordance with good commercial practices to obtain the lowest shipping rates. All shipments to YOU will be CFR B-Tell (Pty) Ltd. Centurion, Pretoria.

Unless otherwise expressly agreed in writing by B-TELL,

(i) Shipment shall be by a carrier selected by B-TELL,
(ii) Such carrier shall act as the agent of YOU and delivery to such carrier shall constitute delivery to YOU;
(iii) All sales and shipments of Products shall be CFR shipping point (unless otherwise stated in writing by B-TELL), at which point title to and all risk of loss of the Products shall pass from B-TELL to YOU, provided that B-TELL shall retain a security interest in the Products until the full purchase price is paid by YOU;
(iv) B-TELL may over or under ship of the scheduled quantity. Exact quantity orders will be accepted at a 5% unit price premium,
(v) Delivery and shipping dates are estimates only,
(vi) B-TELL will package Products as it deems proper for protection against normal handling and extra charges apply to special conditions.


14. Cancellation; Etc.

Orders are not subject to rescheduling or cancellation unless YOU indemnify B-TELL fully against all costs or expenses arising in connection therewith.

15. Acceptance Period.

Unless specified otherwise in a Statement of Work, YOU will have a period of seven (7) calendar days from receipt of each Product (the "Acceptance Period") in which to test the Product for substantial conformity with the applicable Specifications. A Product shall be deemed accepted by YOU unless YOU notify B-TELL in writing of your rejection of the Product prior to the expiration of the Acceptance Period

16. Corrective Period.

If YOU notify B-TELL within the Acceptance Period that, in YOUR reasonable judgment, the Products, in whole or part, do not substantially conform to the Specifications, YOU will check with B-TELL for instructions. B-TELL will repair or replace the defective Products, at no charge to YOU. YOU will have seven (7) calendar days from receipt of the repaired or replacement Products in which to test the repaired Products for substantial conformity with the Specifications. Any Products that are found to be damaged due to YOUR abuse, error or cause will be repaired at YOUR cost.

17. Government Approvals.

YOU shall be responsible for, and shall bear all costs involved in obtaining any government approvals required for the importation or sale of Products and Services.

18. Taxes.

All taxes, duties and other governmental charges (other than general real property and income taxes), including any interest or penalties thereon, imposed directly or indirectly on B-TELL or required to be collected directly or indirectly by B-TELL for the manufacture, production, sale, delivery, importation, consumption or use of the Products and Services sold hereunder (including customs duties and sales, excise, use turnover and license tax) shall be charged to and remitted by YOU to B-TELL.

19. Claims.

Any claim by YOU against B-TELL for shortage or damage to the Products occurring before delivery to the carrier must be presented in writing to B-TELL within thirty 30 days of receipt of shipment and include the original transportation bill signed by the carrier noting that the carrier received the Products from B-TELL in the condition claimed.

20. Force Majeure.

B-TELL shall not be liable for any delay or failure in delivery resulting from causes beyond its control, including earthquakes, fires, floods, acts of God, strikes or other labor disputes, shortage of labor or material, accidents to machinery, acts of sabotage, riots, delay in or lack of transportation or the requirements of any governmental authority.

21. Warranties.

(i) Exclusive Warranty.

B-TELL's exclusive warranty is that the Products will be free from defects in materials and workmanship for a period of twelve months from the date of sale by B-TELL. B-TELL disclaims all other warranties, expressed or implied.

(ii) Limitations.

B-TELL MAKES NO WARRANTY OT REPRESENTATION, EXPRESS OR IMPLIED, ABOUT NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS. YOU ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE PRODUCTS WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED USE. B-TELL further disclaims all warranties and responsibility of any type for claims or expenses based on infringement by the Products or otherwise of any intellectual property right.

(iii) YOUR Remedy.

B-TELL's sole obligation hereunder shall be to replace (in the form originally shipped with YOU responsible for labor charges for removal or replacement thereof) the non-complying Product or, at B-TELL's election, to repay or credit YOU an amount equal to the purchase price of the Product; provided that in no event shall B-TELL be responsible for warranty, repair, indemnity or any other claims or expenses regarding the Products unless B-TELL's analysis confirms that the Products were properly handled, stored, installed and maintained and not subject to contamination, abuse, misuse or inappropriate modification. B-TELL must approve return of any Products by YOU in writing before shipment.

22. Damage Limits; Etc.

B-TELL SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR PRODUCTION OR COMMERCIAL LOSS IN ANY WAY CONNECTED WITH THE PRODUCTS AND SERVICES, WHETHER SUCH CLAIM IS BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY. Further, in no event shall liability of B-TELL exceed the individual price of the Product on which liability is asserted.

23. Disputes/Arbitration.

Any disputes or claim between the parties arising out of or relating to this Agreement shall be determined solely and exclusively by arbitration in accordance with the rules of the Law Society of South Africa The arbitration shall be decided by a single arbitrator selected mutually by the parties, or failing mutual agreement within ten (10) days of demand, as selected by the arbitrator upon application of either party. It is agreed by B-TELL and YOU, that the arbitration shall take place in Pretoria, Gauteng, South Africa.. Judgment upon award of the arbitrator shall be final and binding and may be entered into any court of competent jurisdiction. The prevailing party shall be entitled to reimbursement of all arbitration related costs, including reasonable attorney's fees.

24. Indemnities.

YOU shall indemnify and hold harmless B-TELL, its affiliates and its employees from and against all liabilities, losses, claims, costs and expenses (including attorney's fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not B-TELL is a party) which arises or is alleged to arise from YOUR acts or omissions under these Terms or in any way with respect to the Products and Services. Without limiting the foregoing, YOU (at your own expense) shall indemnify and hold harmless B-TELL and defend or settle any action brought against B-TELL to the extent that it is based on a claim that any Product or Service made to YOUR specifications infringed intellectual property rights of another party.

25. Property; Confidentiality.

The intellectual property embodied in the Products and Services is the exclusive property of B-TELL and its principals and YOU shall not attempt to duplicate it in any way without the written permission of B-TELL. Notwithstanding any charges to YOU for engineering or tooling, all engineering and tooling shall remain the exclusive property of B-TELL. All information and materials supplied by B-TELL to YOU relating to the Products and Services are confidential and proprietary, and YOU shall limit distribution thereof to its trusted employees and strictly prevent disclosure to any third party.

26. Miscellaneous.

(i) Waiver.

No failure or delay by B-TELL in exercising any right and no course of dealing between YOU and B-TELL shall operate as a waiver of rights by B-TELL.

(ii) Assignment.

YOU may not assign your rights hereunder without B-TELL's written consent.

(iii) Law.

These Terms are governed by South African law (without regard to conflict of law principles). And shall have exclusive jurisdiction for any dispute hereunder.

(iv) Amendment.

These Terms constitute the entire agreement between YOU and B-TELL relating to the Products and Services, and no provision may be changed or waived unless in writing signed by the parties.

(v) Severability.

If any provision hereof is rendered ineffective or invalid, such provision shall not invalidate any other provision.

(vi) Setoff.

All claims hereunder by B-TELL are subject to setoff by B-TELL for any counterclaim arising out of any transaction with YOU.

(vii) Definitions.

As used herein, "including" means "including without limitation".

Application Considerations.

1. SUITABILITY FOR USE B-TELL. shall not be responsible for conformity with any standards, codes or regulations that apply to the combination of the product in YOUR application or use of the product.

2. At YOUR request, B-TELL will provide applicable third party certification documents identifying ratings and limitations of use that apply to the product. This information by itself is not sufficient for a complete determination of the suitability of the product in combination with the end product, machine, system, or other application or use.

3. Please know and observe all prohibitions of use applicable to this product.

4. NEVER USE THE PRODUCT FOR AN APPLICATION INVOLVING SERIOUS RISK TO LIFE OR PROPERTY WITHOUT ENSURING THAT THE SYSTEM AS A WHOLE HAS BEEN DESIGNED TO ADDRESS THE RISKS, AND THAT THE B-TELL PRODUCT IS PROPERLY RATED AND INSTALLED FOR THE INTENDED USE WITHIN THE OVERALL EQUIPMENT OR SYSTEM.

5. PROGRAMMABLE PRODUCTS - B-TELL shall not be responsible for the user's programming of a programmable product, or any consequence thereof.

Change In Specifications.

1. Product specifications and accessories may be changed at any time based on improvements and other reasons.

2. It is our practice to change part numbers when published ratings or features are changed, or when significant construction changes are made. However, some specifications of the product may be changed without any notice. When in doubt, special part numbers may be assigned to fix or establish key specifications for your application. Please consult with your B-TELL representative at any time to confirm actual specifications of purchased product.