Terms of Service - Business

Definitions
Emergency Calls
Quality, Technical Improvement and Maintenance
No Reselling
Business Control Panel
Skype Credit
Payment
Refund Policy
Third Party Partners and Content
Disclaimers, Limitation of Liability and Indemnity
Term, Termination and Update
Online Number and Skype To Go
SkypeOut Premium
Voicemail
Public Chat
SkypeFind
Skype on a Mobile
Spinvox for Skype
Skype Access
Subscriptions
SMS
Miscellaneous

PLEASE READ CAREFULLY: BY CLICKING "I AGREE", CREATING A BUSINESS ACCOUNT OR BUSINESS CONTROL PANEL OR PURCHASING OR USING THE SKYPE PRODUCTS, YOU ARE AGREEING TO THESE BUSINESS TERMS OF SERVICE ("AGREEMENT") ON BEHALF OF THE ENTITY ON WHOSE BEHALF YOU ARE SETTING UP A BUSINESS CONTROL PANEL (“COMPANY”). YOUR AGREEMENT TO THESE TERMS WILL BE DEEMED TO BE AN AGREEMENT BETWEEN THE COMPANY AND SKYPE AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SKYPE PRODUCTS, BUSINESS ACCOUNTS, OR THE BUSINESS CONTROL PANEL IN ANY MANNER.

THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERN YOUR USE OF THE SKYPE PRODUCTS, BUSINESS ACCOUNTS AND THE BUSINESS CONTROL PANEL UNLESS YOU AND SKYPE COMMUNICATIONS SARL (“SKYPE”) HAVE EXECUTED A SEPARATE AGREEMENT.

SKYPE DOES NOT SUPPORT ANY EMERGENCY CALLS TO ANY HOSPTIALS, LAW ENFORCEMENT AGENCIES OR ANY OTHER TYPE OF EMERGENCY SERVICES OF ANY KIND EXCEPT IN THE VERY LIMITED CIRCUMSTANCES DESCRIBED IN PARAGRAH 2.3 BELOW.

1. Definitions

Capitalised terms that are not defined in this Agreement shall have the meaning given to them in the Business End User License Agreement. In addition the following terms and expressions shall have the following meanings:

Business EULA: means the Skype Business End User Licence Agreement that governs the creation of a Business Control Panel, Business Accounts and the use of the Skype Software with a Business Account at http://www.skype.com/go/business.eula;

Calling Line Identification or “CLI” means the facility that allows the recipient of a call to see the number of the caller before answering a call;

Effective Date: has the meaning given to it in paragraph 11.1 below;

Enabled Versions: has the meaning given to it in paragraph 2.3 below;

Landline Number: means a diallable fixed-line telephone number with an ITU-recognised geographic code (or equivalent non-geographic code in countries where geographic codes are not utilised), and excluding always premium rate, short code, shared cost, special rate, or any other number ranges which generate an excessive or unexpected charge in excess of the typical standard charge levied to make a call into a number with the relevant geographic code;

Skype: means Skype Communications S.a.r.l. located at 22/24 Boulevard Royal, L-2449, Luxembourg;

Skype Consumer Products: means the Skype internet communication products that may be used with a Consumer Account in accordance with the Consumer TOS;

Skype Credit: the pre paid credit purchased from Skype to use with, and pay for, Skype Products;

User Account: means a Business Account or a Consumer Account;

You or Your: means the entity entering into this Agreement, also referred to herein as the Company;

2. Emergency Calls

2.1 No Emergency Calls. Skype does not support any emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any type of emergency services of any kind, except in the very limited circumstances described in paragraph 2.3 below. Skype is not a traditional telephone service or a replacement for Your primary telephone service. There are important differences between traditional telephone services and the Skype Software and the Skype Products. You need to make additional arrangements in order to access emergency services. It is Your responsibility to purchase, separately from the Skype Software and the Skype Products, traditional wireless or fixed line telephone services that offer access to emergency services. It is Your responsibility to inform Your Users that it is not possible to support or carry emergency calls using the Skype Software and the Skype Product, and that they may access emergency services via the additional arrangements that You have made available to Your Users.

2.2 Not a Standalone Service. Business Products that enable communications via Your PBX should not be used as a standalone service but as a secondary communications channel only in connection with traditional telephone services. When using Business Products You shall configure Your PBX so that all emergency calls are terminated through a standard landline connection or some other type of telephone services that support emergency calling.

2.3 Limited Emergency Calling: Skype will use reasonable endeavours to provide limited emergency calling in a very limited number of countries, and only where a Business Account is being used for Individual Use by a Business User who is using the Skype Software version 4.1 for Windows (or later) or version 3.0 for Mac OS X (or later) (“Enabled Versions”). Skype does not provide emergency calling for or in conjunction with any Business Products, Skype Products or on any platforms, devices or operating systems other than those Enabled Versions explicitly referred to in this paragraph 2.3. The following limitations apply in respect of emergency calling on Enabled Versions:

2.3.1 Skype cannot guarantee that the emergency calling will always function without disruptions, delay or other imperfections, or at all. Where enabled, emergency calling will be transmitted through public Internet lines and the public switched telephone network ("PSTN"). Consequently, there may be power outages or Internet service disruption and You may experience some disruptions e.g. packet loss and delay which will interfere with the quality of Your communication. Furthermore, Skype cannot guarantee that You or Your Business Users will always be able to communicate with other people, nor can Skype guarantee that You or Your Business Users can communicate without disruptions, delays or communication-related flaws or that all Your communications shall always be delivered to other people. Any of these limitations may adversely affect successful call connection.

2.3.2 an emergency call made using the Enabled Versions of Skype Software, in an enabled country may not receive the same network priority as a call made using traditional wireless (mobile) or fixed line telephone services.

2.3.3 if the emergency call of a Business User is connected, such Business User will be required orally to provide their physical location to a third party emergency services operative to enable the correct emergency organisation to respond to the emergency. If the Business User does not provide this information when prompted, You acknowledge that the emergency call of Your Business User may not be completed and such Business User will not be able to gain access to the required emergency service using their Business Account. Skype will have no liability for any failed emergency call in such circumstances.

2.3.4 You expressly acknowledge the service limitations described above and agree to continue to make alternative arrangements in order for Your Business Users to access emergency services through a traditional wireless (mobile) or fixed line telephone service, and only use emergency calling in the Enabled Versions of Skype Software as an absolute last resort.

2.3.5 You can find out whether limited emergency calling functionality is available in the country in which Your Business Users are located by setting the default location for emergency calling in the Call Settings page of the applicable Business Account that is using one of the Enabled Versions of the Skype Software. It is Your responsibility to ensure that this location information is correct and kept up-to-date if the physical address of Your Business User changes. Emergency calls are not supported by Skype in the majority of countries around the world. If the countries in which Your Business Users are located are not supported for limited emergency calling access then the provisions of paragraphs 2.1 and 10.1.3 (A) continue to apply and You should ensure that Your Business Users do not attempt to, and agree not to, make any emergency calls using the Skype Software.

2.3.6 You acknowledge and agree that it is Your responsibility to inform, and You shall inform, Your Business Users about the service limitations and the obligations referred to in paragraph 2.3.5 above regarding the Call Settings page of their Business Account.

3. Quality, Technical Improvement and Maintenance

3.1 Quality: Skype will use reasonable endeavours to provide the Skype Products with minimum disruptions. However, Skype cannot guarantee that the Skype Products will always function without disruptions, delay or other imperfections. Since the Skype Products will be transmitted through public internet lines and the public switched telephone network ("PSTN"), there may be power outages or internet service disruption and You may experience some disruptions e.g. packet loss and delay which will interfere with the quality of Your communications.

3.2 Technical improvement and maintenance: Skype may change technical features in order to keep pace with the latest demands and technological developments or to comply with any Applicable Laws. Skype may also have to repair, improve, and/or upgrade the Skype Products and this may require us to restrict, limit, suspend, interfere and/or interrupt the Skype Products at any time in our sole discretion.

4. No Reselling

Skype Products are made available under this Agreement solely for use by You and Your Business Users for Your communications purposes. The use of the Skype Products for any other purpose, and/or the resale of any Skype Products is not permitted by You or any of Your Administrators or Business Users, and You shall not (and shall ensure that Your Administrators and Business Users shall not) resell the Skype Products to any third party or use the Skype Products to provide services to any third party.

5. Business Control Panel

5.1 CLI

5.1.1 Business Accounts. Online Numbers only can be allocated to a Business Account as a CLI. You may purchase an Online Number and allocate it to a Business Account as the CLI for that Business Account. No mobile or landline numbers can be allocated to a Business Account as a CLI.

5.1.2 Skype For SIP. You may allocate a Landline Number as a CLI for a SIP Profile provided always that: (i) the Company has been verified by Skype; (ii) the Landline Number is allocated to the Company or it is authorised to use such number (and has obtained written consent to such use); (iii) the number is in use and capable of receiving calls; and (iv) CLI is supported in the country in which the Company or its Business Users are located. Such number will be shown as the CLI for all calls made using that SIP Profile. You agree to inform Skype immediately if any of the information you provide or confirm in connection with Landline Number CLI ceases to be correct. Allocating an unauthorised number as a CLI shall constitute a material breach of this Agreement and may result in criminal and civil liability against You. CLI is not available in all countries and Skype does not guarantee that the landline number allocated shall be shown as a CLI at all times.

5.2 Purchase of Skype Products. Business Users cannot purchase any Skype Products themselves. All Skype Products must be purchased by You and allocated to a Business Account in accordance with this Agreement. If You do not want to allow Your Business Users to use any of the Skype Products with their Business Account (such as public chat or Skype Find), it is Your responsibility to communicate such restriction to them.

5.3 Consumer Accounts

5.3.1 You may invite Consumer Users to be a member of Your Business Control Panel. The use of such Consumer Accounts including the Skype Software and Skype Consumer Products by a Consumer User shall be governed by the terms of the Consumer EULA and Consumer TOS that is accepted by the applicable Consumer User.

5.3.2 If You purchase Skype Credit and allocate it to a Consumer Account, then any use of such Skype Credit for SkypeOut and/or subsequent purchases of any Skype Consumer Products made by the Consumer User of such Consumer Account shall be governed by the Consumer TOS. A Consumer User may also purchase Skype Credit on their own behalf in accordance with the Consumer TOS.

5.4 Online Numbers

5.4.1 You may purchase and allocate Online Numbers to a Business Account and/or a SIP Profile subject to compliance with the allocation requirements displayed upon subscription to the Online Numbers. In particular You are responsible for compliance with any requirements related to the residence and/or the location of the Company and Business Users.

5.4.2 As of the Effective Date, You may no longer purchase Online Numbers for the purpose of allocating them to a Consumer Account. Online Numbers that were purchased prior to the Effective Date including numbers that have not yet been allocated may continue to be allocated to a Consumer Account, subject to paragraph 5.4.4 below.

5.4.3 You are responsible for notifying any applicable terms of service to Administrators and Business Users who are allocated the Online Number, and for ensuring that the Administrators and Business Users comply with such terms. Skype reserves the right to cancel the subscribed Online Numbers in case of breach by You, Your Administrators or Business Users of the applicable terms of service, including the allocation requirements, without compensation.

5.4.4 Online Numbers allocated by You for use with a Business Account or a SIP Profile cannot be taken back onto the Business Control Panel and reallocated to a Consumer Account.

5.4.5 A Consumer User may purchase their own Online Number in accordance with, and subject to the terms of, the Consumer TOS.

5.4.6 You shall also comply with the additional terms applicable to Online Numbers at paragraph 12 below.

5.6 Personal and Traffic Data

You shall inform each User that You and Your Administrators may obtain and use their personal and traffic data. You acknowledge and agree that You shall process (and shall ensure that Your Administrators shall process) such personal data in accordance with all applicable data protection laws. You represent and warrant to keep all such personal and traffic data confidential and use and protect it strictly in compliance with applicable data protection laws. Under no circumstances shall You send (or allow Your Administrators and/or Business Users to send) unsolicited commercial communications as defined in Directive (2002/58/EC) on privacy and electronic communications with respect to Your Business Control Panel. You shall not (and You shall ensure that Your Administrators and/or Business Users shall not) send or procure the sending of any communications, including email messages on behalf of, or purporting to originate on behalf of, Skype.

6. Skype Credit

6.1 To use SkypeOut and certain other Skype Products, a User Account needs a sufficient balance of Skype Credit. You must deposit sufficient Skype Credit in Your User Accounts through Your debit or credit card, PayPal account, or other payment methods which may be made available by Skype. Skype reserves the right to stop accepting debit or credit cards from one or more issuers, or to cease providing any payment method at any time in its sole discretion.

6.2 Restrictions. Skype does not guarantee that You will be able to use Your Skype Credit balance to purchase all the Skype Products. Certain Skype Products may have to be paid for separately using a different payment method.

6.3 Credit expiration. A credit balance for Skype Credit in a User Account expires 180 days after the last use of that Skype Credit. Credit balances that are not used within this 180 day period will be lost.

7. Payment

7.1 Charges and Rates

7.1.1 Skype Products: You shall pay Skype any applicable charges and rates as stated on the Skype Website in connection with the purchase and use of the Skype Products. You will be able to pay with Your Skype Credit balance or with any other payment method available.

7.1.2 SkypeOut: The charges payable for SkypeOut consist of a connection fee and a per-minute rate as set out on http://www.skype.com/go/allrates.

7.1.3 SkypeOut Premium The charges payable for SkypeOut premium consist of a per-minute rate available at http://www.skype.com/go/rates-premium. No connection fee is payable for SkypeOut premium.

7.1.4 The duration of a call for both SkypeOut and SkypeOut Premium shall be based on one-minute increments. Fractions of minutes will be rounded up to the next minute. The connection fee, where applicable, will be charged at the beginning of the call. During the call, charges incurred will be deducted automatically from the User Account from which the call is made.

7.1.5 Skype For Asterisk. SkypeOut rates are payable for calls made using Skype For Asterisk.

7.1.6 Skype For SIP.

a) You must purchase a monthly Channel Subscription in order to set up a SIP Profile and use Skype for SIP. You need to have a sufficient balance of Skype Credit in Your Business Control Panel in order to purchase a Channel Subscription.

b) A Channel Subscription is payable monthly using the Skype Credit in Your Business Control Panel. This is a recurring payment and payments shall be made to Skype at monthly intervals using Skype Credit until the Channel Subscription is terminated by You or by Skype. If You do not have sufficient Skype Credit then You will not be able to purchase the Channel Subscription or use Skype For SIP with that SIP Profile, until you deposit sufficient Skype Credit into Your Business Control Panel. You must purchase a separate Channel Subscription for each SIP Profile that you set up.

c) The monthly fee payable for a Channel Subscription varies according to the number of concurrent calling channels that You wish to use with a SIP Profile. A SIP profile supports from 1 to 300 concurrent calling channels. A SIP Profile can have multiple concurrent calling channels running and each channel allows one inbound or one outbound call at any time only.

d) In addition to the monthly fee payable for a Channel Subscription, SkypeOut rates are payable for all outgoing calls made using Skype For SIP. SkypeOut rates shall be payable using the Skype Credit in Your SIP Profile. You need a sufficient balance of Skype Credit in Your SIP Profile in order to make and pay for SkypeOut calls.

e) Other than the monthly fee for the Channel Subscription, no additional charges are payable for receiving incoming calls on Skype For SIP.

f) The fees payable for a Channel Subscription are set out at: http://www.skype.com/intl/en/business/products/pbx-systems/sip/pricing/.

g) You are not able to use Skype For SIP unless You have purchased a Channel Subscription. If You do not purchase a Channel Subscription, any existing SIP Profile shall be disabled and You will not be able to make or receive calls using Skype For SIP.

h) You may change the number of concurrent calling channels included in Your Channel Subscription at any time by cancelling the current number and setting up a new recurring payment for the new number of concurrent calling channels. Skype will refund the unexpired amount of the most recent monthly fee that You paid for Your current Channel Subscription. The new recurring monthly payment shall begin on the date upon which You change the number of concurrent calling channels.

7.2 Change of charges and tariffs

7.2.1 Skype may change the SkypeOut rates at any time by giving a thirty (30) day notice of such change on the Skype Website at http://www.skype.com/go/allrates.

7.2.2 SkypeOut Premium rates are subject to change at all times, without any notice to You. To get the current rate for a premium number all You need to do is to type the number in the price calculator You can find at http://www.skype.com/go/rates-premium.

7.2.3 Skype may change the charges payable for the purchase of Skype Products (such as Online Numbers) at any time without any notice to You. You can choose whether or not to accept the new charges prior to completing Your next purchase of the applicable Skype Product. The new charge will apply to Your next purchase after the adjustments have been published on the Skype Website. You agree that by continuing to use the Skype Products following the adjustments of the charges, You accept the new charges.

7.3 Tax: 15% Luxembourg VAT generally applies if You are located in the EU and if You don’t have a VAT registration number. Local taxes may apply in certain countries. When You purchase a voucher depending on the country, local VAT or other taxes may apply and may be deducted from the value of the voucher upon redemption. The territories in the EU set out below are exempt from VAT under Council Directive 2006/112/EC on the common system of VAT. The Skype Website does not enable users in such territories to take advantage of this VAT exemption and we therefore do not provide the Skype Products in such territories: Mount Athos, Canary Islands, French Overseas Departments, Aland Islands, Channel Islands, Heligoland Island, Busingen Territory, Ceuta, Melilla, Levigno, Campione d'Italia and Italian Waters of Lake Lugano. If You have Users located in such territories then You are not permitted to purchase Skype Products for use by such Users.

7.4 If You believe that Skype has charged You in error, You must contact our customer support team within 90 days after such charge. No refunds will be given for any charges which are more than 90 days old.

7.5 Auto Recharge

7.5.1 If You have chosen to set up the Auto-Recharge feature on Your Business Control Panel, Your Skype Credit balance will be recharged with the same amount and by the same payment method chosen when You first sign up for Auto-Recharge, unless you subsequently change the amount by accessing Your Business Control Panel. For example, if You purchase 10 Euros of Skype Credit with Your credit card and You enable Auto-Recharge, the recharge amount charged to Your credit card will also be 10 Euros. In future the same amount will be charged to Your credit card every time Your Skype account balance goes below the threshold set by Skype from time to time. You can disable Auto-Recharge at any time by accessing Your Business Control Panel.

7.5.2 Subscriptions and Auto Recharge. If You purchase a Subscription with a payment method other than credit card or PayPal, and You have enabled Auto-Recharge, Your Skype Credit balance will be recharged with the amount necessary to purchase the next recurring subscription.

8. Refund Policy

8.1 Skype Credit

8.1.1 Subject to paragraph 8.3, You can request a refund for unused, unallocated and unexpired Skype Credit at any time PROVIDED ALWAYS that no more than 30 days have expired since the date of the applicable transaction. Once You have allocated any Skype Credit to a User Account You are not eligible for a refund of that Skype Credit.

8.1.2 You may purchase Skype Credit in various denominations. If You have made several transactions and You have a cumulative amount of Skype Credit on Your Business Control Panel, for the purposes of this refund policy, any amount that You allocate to a User Account shall be deemed to have been allocated from the earliest unexpired and unused transaction.

8.2 Other Skype Products. Subject to paragraph 8.3, You can request a refund for unexpired Skype Products other than Skype Credit at any time, by submitting a support request to Customer Support in accordance with paragraph 8.4 below. The purchase by a Consumer User of a Skype Consumer Product with Skype Credit that has been allocated to them by You is subject to the refund policy set out in the Consumer TOS.

8.3 Exceptions. No refunds shall be given for Skype Products that are (i) not directly acquired online from Skype (e.g. vouchers or pre-paid cards are not refundable); or (ii) that are paid for in cash using third party payment methods. If You purchase Skype Products via a third party partner of Skype, any refund requests should be submitted to such partner and not Skype. The partner may decide in its sole discretion whether or not to pay a refund.

8.4 Refund Requests

8.4.1 How to request a refund. You can request a refund by submitting a support request to our customer support team. Refund requests carried out through any other means shall not be valid.

8.4.2 Skype Credit. If You are eligible for a refund of Skype Credit in accordance with paragraph 8.1 above, Skype will refund You the balance of your unused, unallocated and unexpired Skype Credit.

8.4.3 Other Skype Products. If You are eligible for a refund of any Skype Product other than Skype Credit, in accordance with paragraph 8.2 above, Skype will refund You the balance of Your unexpired Skype Product on a pro rata basis.

8.4.4 Payment Methods. All refunds shall be paid either through the original payment method used, or any other reasonable payment method to be determined by Skype in its sole discretion.

8.4.5 Reservation of Rights. Skype reserves the right to deny repetitive refund requests (more than once for any given type of Skype Product) and to terminate this Agreement with immediate effect in the event of any abuse by You of this refund policy.

9. Third Party Partners and Content

9.1 In some countries the Skype Products may be provided by Skype’s third party partner in which case You will be asked to accept the partner’s own terms and conditions. If You do not accept such terms of conditions You will not be able to use the Skype Products. In the event of any inconsistency, ambiguity or conflict between the paragraphs of this Agreement and the paragraphs of the third party partner’s terms and conditions, the third party partner’s terms and conditions shall apply to the extent that is necessary to resolve the conflict or inconsistency.

9.2 You may purchase third parties’ content, products or services available on Skype.com, including games, applications, images, ring tones, or avatars to personalize Your Skype Software interface. Such third party products and services may be subject to the third party provider’s own license agreement and privacy policy that You have to accept upon download or installation. If You encounter any problems upon payment, download or installation, please contact our customer support team.

9.3 Your Business Users may also upload or make available various content that You purchased or Your Business Users received for free from third parties. Before posting any content, You shall check (and You shall ensure that Your Business Users shall check) the conditions imposed by the content providers (if any) and make sure that the use of this content complies with such conditions. In any event You and Your Business Users must have permission from the rightful owner to post the material. If You do not want to allow Your Business Users to upload or make available any such content, then it is Your responsibility to restrict them from doing so.

9.4 Skype reserves the right to remove without notice any content that infringes or may infringe a third party’s right and/or is unlawful, obscene, pornographic, defamatory, libelous, threatening, hateful, racially or ethnically offensive or otherwise inappropriate.

10. Disclaimers, Limitation of Liability and Indemnity

10.1 Disclaimers

10.1.1 THE SKYPE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SKYPE, ITS LICENSORS AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SKYPE PRODUCTS WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. SKYPE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SKYPE PRODUCTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES NOR DOES SKYPE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF COMMUNICATIONS MADE THROUGH THE SKYPE PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SKYPE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

10.1.2 CONTENT. SKYPE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH THE SKYPE PRODUCTS (INCLUDING, WITHOUT LIMITATION, PUBLIC CHATS, SKYPEOUT PREMIUM) OR ANY CONTENT, SKYPE PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES REFERRED TO IN PARAGRAPH 10 ABOVE. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH CONTENT, SKYPE PRODUCTS OR SERVICES.

10.1.3 EMERGENCY SERVICES. EXCEPT AS PROVIDED FOR IN THE LIMITED CIRCUMSTANCES SET OUT IN PARAGRAPH 2.3, NEITHER THE SKYPE SOFTWARE NOR THE SKYPE PRODUCTS SUPPORT OR CARRY, AND THEY ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO:

(A) WHERE NO EMERGENCY CALLING IS ENABLED:

(I) THE INABILITY OF YOU AND YOUR BUSINESS USERS TO USE THE SKYPE SOFTWARE TO CONTACT EMERGENCY SERVICES, OR

(II) YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH PARAGRAPH 2.1 ABOVE;

(B) WHERE LIMITED EMERGENCY CALLING IS ENABLED:

(I) SERVICE LIMITATIONS SET OUT IN PARAGRAPH 2.3, OR

(II) YOUR FAILURE TO MAKE ADDITIONAL ARRANGEMENTS TO ACCESS EMERGENCY SERVICES IN ACCORDANCE WITH PARAGRAPH 2.3, OR

(III) YOUR FAILURE, OR YOUR BUSINESS USERS’ FAILURE, TO PROVIDE ACCURATE PHYSICAL LOCATION INFORMATION TO AN EMERGENCY SERVICES OPERATIVE, OR

(IV) CONDUCT OF THIRD PARTY EMERGENCY SERVICES OPERATIVES AND CALLING CENTRES TO WHOM YOU MAY BE CONNECTED.

10.1.4 BUSINESS USERS AND ADMINISTRATORS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH YOUR BUSINESS ACCOUNTS BY YOUR BUSINESS USERS AND/OR YOUR ADMINISTRATORS, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT YOUR PERMISSION. SKYPE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE ACTS AND OMISSIONS OF YOUR BUSINESS USERS AND/OR YOUR ADMINISTRATORS THROUGH THE SKYPE PRODUCTS. NEITHER SKYPE NOR ITS OFFICERS, EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH ACTS AND OMISSIONS.

10.1.5 Force Majeure. You acknowledge and understand that if Skype is unable to provide the Skype Products as a result of a force majeure event Skype will not be in breach of any of its obligations towards You under this Agreement. A force majeure event means any event beyond the control of Skype. In the event Skype is affected by a force majeure event, it shall notify You as soon as reasonably practicable of the estimated extent and duration of its inability to perform or delay in performing its obligations. SKYPE SHALL NOT HAVE ANY LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT SUCH FAILURE IS AS A RESULT OF A FORCE MAJEURE EVENT.

10.2 LIMITATION OF LIABILITY

10.2.1 IN NO EVENT SHALL SKYPE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, INTERRUPTION OF BUSINESS, OR FOR THE USE OR PERFORMANCE OF THE SKYPE PRODUCTS.

10.2.2 SKYPE’S AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED EUROS (€500).

10.2.3 THE LIMITATIONS ON SKYPE’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT SKYPE, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

10.2.4 NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF SKYPE FOR (I) THE DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SKYPE, ITS EMPLOYEES OR ITS AGENTS, OR (II) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

10.3 Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD SKYPE AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF ANY BREACH BY YOU, YOUR ADMINISTRATORS AND/OR BUSINESS USERS OF THE WARRANTIES, REPRESENTATIONS, OBLIGATIONS OR TERMS OF THIS AGREEMENT.

11. Term, Termination and Update

11.1 Duration. This Agreement will be effective as of the date upon which You accept these terms (“Effective Date”) and will remain effective until terminated by either Skype or You as set out below.

11.2 Termination

11.2.1 Termination by You. You may terminate this Agreement at any time upon written notice to Skype. Upon termination of this Agreement You shall immediately cease (and shall ensure that Your Administrators and Your Users immediately cease) using the Business Control Panel, Business Accounts and Skype Products. Any Consumer Accounts that are members of Your Business Control Panel shall cease to be members of Your Business Control Panel and You shall inform such Consumer Users of such termination immediately upon termination of this Agreement.

11.2.2 Termination by Skype. Without limiting other remedies, Skype or its Affiliates may terminate this Agreement and any Additional Terms with immediate effect, and may limit, suspend, or terminate Your use of the Business Control Panel, Business Accounts, Skype Products, Skype Software and Skype Website, and take technical and legal steps to keep You off the Skype Website and remove any hosted content posted by You, Your Administrators and/or Your Business Users, if we think that You, Your Administrators and/or Your Business Users are (i) in breach of this Agreement or creating problems, possible legal liabilities or acting inconsistently with the letter or spirit of our policies; (ii) infringing any third party’s IP rights; (iii) engaging in fraudulent, immoral or illegal activities or (iv) if You purchase Skype Credit from an unauthorized reseller; or for other similar reasons.

11.2.3 Consequences of termination

(i) Skype shall effect such termination by preventing access to Your Business Control Panel, Business User Accounts, Skype Products, Skype Software and the Skype Website. If You have provided Skype with a valid email address, Skype may in its sole discretion provide notice to You by email of such termination.

(ii) Upon termination of this Agreement and any Additional Terms: (a) all rights to use the Skype Products on Your Business Control Panel shall immediately terminate; (b) You will immediately cease (and shall ensure that Your Administrators and Your Business Users cease) any and all use of the Skype Products and Business Accounts.

11.2.4 Update. Skype reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Skype Website, which shall become effective within thirty (30) days from the date of publication, unless You expressly accept the revised Agreement earlier by clicking on the agree or accept button or Skype notifies You of the changes, in which case the revised Agreement shall become effective upon the date of acceptance or notification. Your continued use of the Skype Products after expiry of the 30-day period shall constitute Your acceptance to be bound by the terms and conditions of the revised version of the Agreement. You can find the latest version of this Agreement at http://www.skype.com/go/business.terms.

12. Online Number and Skype To Go

12.1 Availability of Online Number and Skype To Go number. If You are eligible for, and have subscribed for an Online Number or a Skype To Go number, it will be made available for You to use as soon as reasonably possible after You have completed the payment. In certain countries, the number may be made available to You by Skype’s partner instead of Skype, and You may need to enter into a separate agreement with such partner. You acknowledge and understand that the availability and distribution of the number does not constitute any transfer of any property or other rights with respect to the numbers.

12.2 Termination of numbers. Skype is entitled to refuse to make available, change or terminate any number made available to You at any time for any reason, including but not limited to:

12.2.1 if You or Your Administrators or Business Users don’t comply with this Agreement or any of the applicable Additional Terms;

12.2.2 if You or Your Administrators or Business Users don’t comply with any instructions given by Skype and/or its partners in relation to the Skype Products; and/or

12.2.3 if the number is withdrawn, terminated or changed by any of Skype’s partners for any reason.

12.3 Changes to numbers. In the event that Skype changes the Online Number or Skype To Go number that has been made available to You, Skype will send a notification by email, stating the effective date of the change and Your new number. If You do not wish to accept this new number, You are entitled to terminate Your number, in writing or by email by contacting our customer support team, with effect from the date on which the new number will be allocated to You.

12.4 Your co-operation. You agree that You will (and You shall ensure that Your Administrators and Business Users will): (i) comply with any reasonable instructions given by Skype or Skype's partners with regard to the use of the numbers and the Skype Products including but not limited to compliance with any terms of service of Skype’s partners; (ii) provide accurate and complete information with regard to Your and Your Business Users’ place of residence and use of the number(s), and such other information as may reasonably be required from time to time by Skype.

13. SkypeOut Premium

13.1 SkypeOut Premium. SkypeOut Premium means calling over SkypeOut to premium rate numbers in order to get access to third party content. Such content can consist of information services, helpline services, entertainment, competition or other types of content made available by third parties to Your Business Users (“SkypeOut Premium”).

13.2 Limited availability. SkypeOut Premium will work with some premium numbers and Skype may enable or disable premium numbers at any time at its sole discretion.

13.3 Responsibility for unauthorized use. You are solely responsible and liable for all activities conducted through Your Business Accounts, including any SkypeOut Premium calling, even if such activities were to occur without Your permission.

13.4 Call barring. You can block SkypeOut Premium calling from Your Business Accounts by logging onto My Account page at http://www.skype.com/intl/en/ and disabling calls to premium rate numbers. If You wish to reactivate SkypeOut Premium calling You can reverse the blocking in the same account.

13.5 Subscriptions not Applicable. Please note that SkypeOut Premium is not included in any subscriptions even when SkypeOut is covered by such subscriptions and therefore charges shall continue to be payable for the use of SkypeOut Premium.

13.6 No responsibility for the Content. All content delivered to You through SkypeOut Premium is provided by third parties unrelated to Skype. You acknowledge that Skype does not control, monitor or have knowledge of any part of such content which is entirely the responsibility of the third party service provider from whom it originates. That means it is possible that You could be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable.

13.7 Support. If You encounter any problems upon use of SkypeOut Premium, please contact our customer support team.

14. Voicemail

Limits of usage. Skype may from time to time introduce, remove or amend limitations to the use of the voicemail Skype Product including, without limitation. message storage time, number of messages and message length.

15. Public Chat

If Your Business Users create a public chat, You agree to appoint an Administrator to act as the administrator of it and to take the responsibility to moderate this chat. You are responsible for defining the community guidelines regulating Your chat and to enforce them. You will have the responsibility to exclude any participant that You believe is in breach of such rules or is not acting properly. If someone reports any content of Your chat as illegal, infringing or otherwise inappropriate, You will be responsible for taking (and You shall ensure that Your Administrator shall take) such content down. If the Administrator that You appointed to act as administrator of the public chat decides to leave (or if You decide that such Administrator shall leave) Your public chat, it will be closed down unless You transfer the administration of it to another Administrator of Your Business Control Panel. If You do so, the new Administrator will assume the exact same responsibilities, as if he had been appointed the Administrator of the chat in the first place and You shall ensure that the new adminstrator is aware of, and complies with this Agreement.

16. SkypeFind

16.1 You understand and agree that You will be solely responsible for the content that You, Your Administrators and Your Business Users post on SkypeFind. You acknowledge and agree that You shall follow (and shall ensure that Your Administrators and Business Users shall follow) the following guidelines:

16.1.1 SkypeFind is a business directory. Please don’t include any non-business number;

16.1.2 Please check the information You submit to make sure it is correct and accurate. Don’t knowingly submit false information;

16.1.3 When reviewing a business, You can include truthful comments that reflect Your opinion about the business. Please don’t make defamatory, aggressive or exaggerated comments, and try to support Your opinions with the facts of your interaction;

16.1.4 When entering keywords, You should only include keywords that are relevant, objective and pertinent in describing the business;

16.1.5 You should not submit comments or keywords or any information that is unlawful, offensive, abusive, indecent, obscene, racist, discriminatory or menacing or which does, or is intended to, cause annoyance, inconvenience or worry, or which is fraudulent or defamatory.

16.2 SkypeFind content. You understand that Skype has no control over the content made available in SkypeFind and that it is not able to and does not monitor such content. Skype can therefore not guarantee the accuracy, veracity, integrity or quality of the content made available in SkypeFind. Consequently, the possibility exists that You will see or hear (and Your Business Users and Administrators will see or hear) offensive, inaccurate, false or otherwise undesirable content. Skype disclaims any and all responsibility or liability in relation to the content made available in SkypeFind.

16.3 If You, Your Administrators and/or Your Business Users believe a posting in SkypeFind violates one or more of these guidelines, You may edit (or allow Your Administrators or Business Users to edit) the posting as You deem appropriate to fix it.

16.4 Skype reserves the right to ban temporarily or permanently any Users who breach these guidelines. If, for any reason, You, Your Administrators or Business Users cannot correct the issue, You, Your Administrators or Business Users may notify Skype by using the “Report a concern” link for an individual listing. Skype will determine, at its sole discretion, whether the complaint is valid and may take any action that if it thinks is appropriate. Skype has the right to remove any listing at any time from SkypeFind at its sole discretion.

17. Skype on a Mobile

17.1 Using Skype on a Mobile. Business Users are able to use some of the Skype Products (such as SkypeOut, Internet messaging (chatting), and making and/or receiving of Skype-to-Skype calls), through the Skype Software Skype Lite mobile application and through other Skype Software mobile applications (such as Skype 3.0 for windows). Check www.skype.com/go/mobiledownload for functionality available to You. Skype reserves the right to add or withdraw functionality available for Skype Software mobile applications at any time. To enable and use Skype Software mobile applications, Your Business Users will need access to a mobile data network. They will also need to download and install the mobile version of Skype Software onto their mobile device.

17.2 Skype Partners. Parts of the functionality for Skype Software mobile applications may at times be offered to You by Skype's partner instead of Skype, in which case You are requested to enter into a separate agreement with such partner.

17.3 Charges. Communications over Skype Lite are not free. Please visit www.skype.com/go/mobiledownload for details on charges for Skype functionality on Skype Lite. Communications on other Skype Software mobile applications will use some of the data allowance available on the data package for which the Business User has subscribed.

17.4 Limited availability and usage. It is possible that some of the functionality for Skype Software mobile applications is not available globally. Furthermore, it is possible that usage of Skype Software mobile applications is cost effective within defined territories only. You understand that it is in Your own interest to use and allow Your Business Users to use Skype Software mobile applications only as recommended by Skype. Out-of-country usage may lead to significantly higher costs than regular usage, and You are solely responsible for keeping Yourself and Your Business Users informed, and paying for possible roaming and other applicable charges.

17.5 If a Business User makes a call using a Skype Software mobile application to another User on a p.c., the recipient of the call may see either the User’s Skype ID or their mobile number.

18. Spinvox for Skype

18.1 Spinvox for Skype enables voicemail messages on Skype to be converted to text and sent to a Business User’s mobile via SMS text messages.

18.2 If a voicemail exceeds a single SMS in length, the message will be delivered as a series of consecutive SMS messages of up to approximately 153 characters each. The total length of delivered messages is limited to 3 SMS messages, which means that a long voicemail may not be converted in its entirety.

18.3 You will be charged for each and every SMS that is needed to convert the voicemail. You will be charged for any voicemail that is recorded and converted to SMS regardless of whether or not the caller actually leaves a message, in which case the User will receive an SMS explaining that the voicemail couldn’t be converted to SMS. Skype reserves the right to charge for any undelivered SMS message.

18.4 The charges payable by You for this Skype Product are set out at: http://www.skype.com/go/voicemail

18.5 Only voicemails in English, French, German and Spanish will be converted to text.

19. Skype Access

Skype Access is provided by Boingo or such other provider as Skype may decide from time to time in its sole discretion. The use of Skype Access by Your Business Users is subject to the third party terms and conditions that the Business User will have to accept when they first use the Skype Product. You can pay for Skype Access using the Skype Credit balance on a Business User Account, and the use by Your Business Users of Skype Credit in conjunction with Skype Access is subject to this Agreement.

20. Subscriptions

20.1 Fair Usage. Most Subscriptions are subject to Skype’s fair usage policy at http://www.skype.com/go/terms.fairusage. SkypeOut and Skype To Go calls are included in a Subscription, subject to the fair usage policy. Skype reserves the right to change the fair usage policy at any time. Changes shall become effective within thirty (30) days of publication of the revised version on the Skype website. The continued use of a Subscription by Your Business Users after expiry of the 30 day period shall constitute Your acceptance to be bound by the terms and conditions of the revised fair usage policy.

20.2 Permitted Use and Restrictions. Subscriptions are for individual use only. A Subscription may only be purchased for use with a Business Account where the Business Account is allocated to a specific Business User for Individual Use, and such Business User is prohibited from sharing the Subscription with any other User. Use of a Subscription for Shared Use with a Business Product is prohibited. You shall ensure that Your Business Users comply with these restrictions at all times.

20.3 Changes to Subscriptions. Skype reserves the right to withdraw or change the Subscriptions at any time. If Skype changes the Skype Products included in a Subscription, Skype will send a notification by email, stating the changes and their effective date. If You do not wish to accept these changes, You are entitled to terminate the Subscription, in writing or by email by contacting our customer support team, with effect from the date on which the changes are due to take effect.

20.4 You may terminate a Subscription at any time. In the event that there is, or Skype suspects that there is, any fraudulent activity or misuse of a Subscription by You and/or Your Business Users, Skype reserves the right to terminate the Subscription with immediate effect and without a refund.

20.5 You may pay for a Subscription monthly using the Skype Credit in Your Business Control Panel. This is a recurring payment and payments shall be made to Skype at monthly intervals using Skype Credit until the Subscription is terminated by You or by Skype.

21. SMS

21.1 If a Business User has a sufficient Skype Credit balance or a Subscription they can send SMS text messages from Skype to SMS-enabled numbers worldwide – see http://www.skype.com/intl/en/allfeatures/sms for full details of the functionality and destinations available.

21.2 The charges payable for sending SMS consist of a per-message rate as set out at http://www.skype.com/intl/en/prices/smsrates.

21.3 Each SMS message has a limit of 160 characters. If a Business User types a longer message it will be broken down into several SMS messages and You will be charged accordingly for each message sent. If the Business User types a character that is not supported by the GSM character set, the format of the SMS may be converted to Unicode, which is subject to a 70 character limit per message.

21.4 Business Users can send SMS messages to more than one person at a time (subject to any restrictions on the overall number of concurrent messages that may be imposed by Skype or its partners from time to time). However, please note that You will be charged for each SMS sent. You shall ensure that Your Business Users shall not send any unsolicited SMS and/or SMS containing commercial material or material over which they do not have rights of dissemination.

21.5 If Skype cannot (for whatever reason) send an SMS, its status will be shown as “pending”. Skype will continue to try and send the message for up to 24 hours and if we cannot properly send the message within this timeframe then the SMS charge will be refunded to the Skype Credit balance of the Business Account automatically.

22. Miscellaneous

22.1 Entire Agreement: The terms and conditions of this Agreement and any applicable Additional Terms constitute the entire agreement between You and Skype with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Skype arising out of fraud or fraudulent misrepresentation.

22.2 Partial Invalidity: If any provision of this Agreement, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to the Agreement as a whole, the legality, validity or enforceability of the remainder of the Agreement (including the remainder of the term which contains the relevant provision) shall not be affected.

22.3 No waiver: The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or by law shall not constitute a waiver of that right, power or remedy. If Skype waives a breach of any provision of the Agreement this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

22.4 Assignment: You are not allowed to assign the Agreement or any rights hereunder. Skype is allowed at its sole discretion to assign the Agreement or any rights hereunder to any third party, without giving prior notice.

22.5 Applicable Law and Competent Court: This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England, and construed in accordance with the English language.

22.6 Language: The original English version of the Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.

22.7 Survival: The terms of paragraphs 10 and 11 of this Agreement, and any other provision of the Additional Terms which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement and the applicable Additional Terms for whatever reason.