Whocalls Terms of Service

• Last update : 07/02/2024
  (1) Calrifying personal data processing roles, data flow and responsbilities, data subject rights, data protection & security | 13. Data Protection
  
  
• 01/01/2024 update
  (1) Wbox replace & repair conditions have been clarified | 4. Prices and Payment terms
  (2) A subscription fee covering 3 Receivers has been introduced | 4. Prices and Payment terms
  (3) The SLA have been clarified by adding a new paragraph  | 5. Service Level Agreement (SLA)
  (4) Definition of an IPBX has been added | 2. Definitions

Welcome to Whocalls, we are glad that you are here and to count you among our partners.
Please read these Terms Of Service carefully before accessing to Whocalls platform and using Whocalls services; indeed they contain important information about your rights and obligations while using Whocalls.

1.   The parties

By using Whocalls, you as a Partner or Authorized User accept these Terms of Service (“Terms”) whether on behalf of yourself or a legal entity you represent. Partners and Authorized Users may be referred to in these Terms as “you” and “your” and “Partner” as applicable.

When accepted by you (as defined above), these Terms form a legally binding contract between you and IT DIGITAL POMELO SRL.

By accepting these Terms, you are entering into a contract with IT DIGITAL POMELO SRL with its registered address at Calea Aradului, DN69, KM7+800M , Timisoara, Romania (“Pomelo”, “we”, “us”).

2.   Definitions

Any word starting with a capital letter have a special meaning for the purposes of these Terms. Please find below the definitions to understand the context of any term or condition.

Admin App: Whocalls web app to manage Partner’s Receivers, check history and activity, access to the dashboard…

API: is an Application Programming Interface enabling whocalls to communicate with Partner servers, or the telephony system of Partner’s customer

Authorized Users: Partner users who have been authorized to access to Whocalls Platform and access the Platform with their credentials

CallerID: this is the phone number of who is calling the Partner’s customer. The callerID may include or not the country code, the region code.

End-User: the individual making a call to the Partner’s Client

IPBX, or Virtual PBX, or Cloud PBX (here after refered as “IPBX”) is a telephony system using IP for data transmission, offering APIs (Application Programming Interfaces) enabling at least retrieving programatically callerID and call status

Partner: provides an application to businesses (e.g..CRM, reservation management application, customer support…); he is a customer of Whocalls who subscribed to Whocalls Services and uses Whocalls Platform.

Partner’s customer or Partner’s Client: is the direct customer of the Partner and a user of Partner’s business application.

PBX: Private Branch eXchange, a business telephone system that offers multiple inbound and outbound lines.

Platform: this is the set of Whocalls applications: Admin App, Pro Phone app, Wbox, Whocalls backend.

Pro Phone: Phone application for smartphone, which can be connected to Partner’s business application by signing in with Partner’s credentials.

Receiver: any fix  or mobile line receiving calls. In the context of the Terms a receiver can be a Wbox, a Pro Phone application, a phone connected to a an IPBX. Usually there is one receiver per telephone number used by the Partner’s customer.

Services: the set of features offered by the Whocalls system, including callerID extraction and sending, missed call identification and notifications…

Terms: those terms of service

Wbox: the Whocalls box required to manage calls received on analog land lines or analog phones

Whocalls: includes Whocalls Platform and Whocalls Services.

3.   Whocalls Platform and Services

Whocalls

Whocalls is a system enabling to quickly connect any business application (e.g., CRM, reservation management, appointment management, customer support…) with the telephony system of the Partner’s customer, in order to get the CallerID of who is calling the Partner’s customer and process it.

Whocalls system is composed by Receivers (a Wbox for calls on land lines, a mobile application for mobile lines, a virtual receiver for virtual Private Branch eXchange) and an Admin App to manage partner’s Receivers.

The main features of Whocalls are to send in real time to the Partner’s business application, via an API (Application Programming Interface):
– the callerID of who is calling the Partner’s customer
– the callerID of unanswered calls to a Partner’s customer

The partner will process the information sent by Whocalls depending on its use case to enhanced its business application, for example displaying a pop up window with the details and history of who is calling, notifying the partner’s customer about missed/unanswered calls…

Access to Whocalls

Aa soon as a partner has subscribed to Whocalls he will receive its credentials to access to the Admin App (https://admin.whocalls.info/login) and to start using the Services. The Partner can request additional accounts by emailing us at contact@whocalls.info. The access to Whocalls is not authorized to Partner’s customer.

Requirements

The Partner understands the prerequisites and conditions, listed below,  required to ensure proper Whocalls operations. It is Partner’s responability to check those conditions are met by Partner’s customers.

Wbox: requires an analog telephone line (RJ11 connector), an operational access to internet (RJ45 connector), a 220-230V outlet to plug the USB charger. Partner’s customer must have the Caller ID service enabled.

Pro Phone: requires an Android phone. It is compatible with Android 8 and  above.

Admin App: requires an operational access to internet, runs on the latest versions of Google and Edge.

By using Whocalls, each Authorized User, agrees to the Terms.

4.   Prices and Payment terms

Prices

The Wbox is required to manage calls received on analog land lines, or analog phones, by the Partner’s customer. Please check your customer has subscribed to the Caller Identification  (Caller ID) service towards his telecom service provider before installing the Wbox, indeed the Wbox reads and extracts the Caller Identification transmitted by the telecom service provider.
The Partner purchases the Wbox and bear the delivery cost.
The prices are subject to the electronic components cost evolution as well as the number of Wbox ordered.

Check the applicable prices before ordering by emailing at contact@whocalls.info.

Wbox warranty

Pomelo provides a 2-year guarantee against faulty Wbox.
The warranty covers normal use of the Wbox. It doesn’t cover misuse, improper installation or handling, lack of care, abuse, abnormal operations, exposure to fire or water, accidents as well as Acts of God like lightning strikes, earthquakes, water damage and/or floods.

During the warranty period, Pomelo will repair or replace the faulty Wbox for free:

• the Partner will send the faulty Wbox to Pomelo premises. The shipment cost will be born by the Partner
• Pomelo will send back a new Wbox or the repaired WBox. The shipment cost will be born by Pomelo

The warranty starts on the shiping date of the box to the Partner.
Replacing or repairing the equipment doesn’t expand the warranty period, the starting date of the warranty remains unchanged even in the case of a new box has been supplied by Pomelo.

Whocalls mobile app (Pro Phone)

The Pro Phone application is required to manage calls received on a mobile line by the Partner’s customer. Currently the mobile app works on Android phones only and can be downloaded free of charge in the Google Play app store  here

We offer customization services to align every aspect of ProPhone  – from colors to branding, including app name – with your unique identity. The branded app and new releases will be published on your Google Play Store account. A set-up fee will be billed once up-front, then a maintenance fee is charged monthly.

Whocalls Admin Web app (“Admin App”)

The Admin App is required to manage the Partner’s Receivers, check the receivers activity and receiver updates history, access to the dashboard, update settings…
The access to the Admin App for authorized users is free of charge.

Our API is available to manage your receiver’s with your own application.  A set-up fee is billed once, then the API acess is charged monthly.

Whocalls IPBX

Whocalls Services (“Services”)

The Services includes connecting the Partner’s business application to Whocalls, getting in real time the callerID of the calls received on the Partner’s Receivers, getting the callerID of the calls unanswered by the Partner’s Receivers.
The Partner gets access to the Services against a subscription fee including 3 Receivers, and then for each additional Receiver, a monthly fee per active Receiver during the last month will be charged to the Partner.
Receivers which have been part time or full time active during the last month will be charged for the full month. The month starts the first day of the month at 0:00 (UTC) and ends at 24:00 (UTC) last day of the month.
It is the Partner’s responsability to manage the status of his Receivers in the Admin App, he can change at any time the status of any Receiver from OFF (inactive) to ON (active) and vice versa. Only active Receivers (ON) will transmit the callerID and the unanswered calls to the Partner’ business application.
Please request the monthly fee value applying to you by emailing us at contact@whocalls.info

Payment terms

The Wboxes are paid when ordering (100% down payment), the transport fee is paid at delivery.
The Services are paid monthly based on the number of active (part-time/full-time) Receivers during the last month.

Failed charges. Services Suspension

In case of failed payment, you will be able to continue to use the Services for 14 days, after that grace period the Services will be suspended. You will be able to restart the Services only after payment of the due amounts.

Autorenewal-Cancellation

Your subscription is automatically renewed monthly.
You can cancel your subscription at any time:
– by turning off all your Receivers within the Admin App
or
– by requesting your cancellation or suspension by emailing at contact@whocalls.info.

5.   Service level agreement (SLA)

Service availability

Pomelo recognizes the importance of providing reliable and continuous service to our partners.
However, due to dependencies on external factors such as internet connectivity between whocalls servers and Partner servers or between Partner’ client and whocalls servers, third-party service availability, and environmental factors that may impact digital communications or hardware functionality., we operate our Whocalls service on a “best effort” basis.

Support and response times

6.   Intellectual property

Pomelo retains any and all intellectual property (IP) Rights, title and interest in and to the Wbox, Pro Phone application, Admin App and the Services, including all copies, modifications, extensions and derivative works thereof. Your right to use the Platform and/or the Services is limited to the rights expressly granted by these Terms. All rights not expressly granted to you are reserved and retained by Pomelo.
Subject to your complete and ongoing compliance with all the terms and conditions set forth in these Terms, we grant you the right solely as necessary to access the Platform and use the Services pursuant to the following terms.
Our License is:

-Limited, meaning that you can only use the Platform and/or the Services for the purposes we have set out in these Terms as long as you are up to date with your payments;
-Non-exclusive, meaning that we can grant the same and similar licenses to other Partners as well
-Non-transferable, meaning that the license is only for your benefit and you may not transfer any of the rights that we grant to you to any other person or entity;
-Non-sublicensable, meaning that you also may not sublicense any of the rights that we grant to you to any other person, besides your Authorized Users;
-Revocable, meaning that we can terminate this License, for example if in case of failed payments or breach of the Terms;
-Worldwide, meaning the license is not limited by territory; the License applies worldwide unless the applicable law or the law of the country of your location forbids such licenses;
and
-Conditional on your compliance with these Terms.

Our License does not confer onto you any ownership interest and/or title in the Platform and/or the Services and/or any of Whocalls’s content, material and information.

If you are of the opinion that the Platform and/or the Services infringe upon your IP Rights or other rights, please contact Pomelo via contact@whocalls.info.

7.   Partner’s restrictions and rights

Rights

You can resell freely the Services, the Wbox to your customers, at the price and business model suiting to your business.
Prop Phone application in its standard or customized versions can not be sold and should remain free.

On demand, based on a written approval issued by Pomelo, the Wbox and Services can be rebranded by the Partner.

Restrictions

The Partner and all its Authorized Users shall use in compliance with all applicable laws, these Terms. The Partner and all of its Authorized Users is prohibited from:

– Modifying and/or making derivative works of, disassembling, extracting, reverse compiling and/or reverse engineering the source code or any part of the Platform;
– Using and/or accessing the Services and/or the Platform in order to (i) monitor the availability, performance or functionality of the Platform, (ii)  build a similar and/or competitive website, platform, product and/or service; or (iii) for other benchmarking or competitive purposes;
– Removing and/or destroying any copyright notices and/or other proprietary markings contained in the Platform;
– Taking any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on Pomelo’s infrastructure and/or our third-party providers’ infrastructure;
-Accessing the Platform by any other means than through Website provided by Pomelo;

If we find or suspect that you have violated any Partner restrictions contained in this Section of the Terms, we have the sole discretion (the right but no obligation) to terminate these Terms and all the other applicable Services, and/or to suspend or stop providing the Services to you, and/or block you from accessing the Platform, without prejudice to any other remedies Pomelo will be entitled to under any applicable law. We also reserve the right to claim any damages or losses that we incur because of your violations of user restrictions. We also reserve the right to contact any law enforcement authorities to assess the liability of the persons involved.

8.   Limitation of Liability

The limitations under this “Limitation of Liability” Section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by any applicable law.
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.

Indirect liability

Neither party will be liable under these Terms for diminution in value, lost profits, or revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages are not a satisfactory remedy

Liability amount

Pomelo’s maximum aggregate liability to the Partner for damages of any kind that the Partner suffers in connection with access to the Platform and/or use of the Services is limited to the amount paid by the Customer to Pomelo in connection with the Services in the six (6) month period immediately preceding the date of the last event giving the rise to the liability. This limitation shall apply whether an action is in contract or tort and regardless of the theory of liability.

9.   Termination

The Partner has the right to terminate this Term and cancel his subscription at any time with or without cause; no further notice is required.

Pomelo may terminate the Terms or suspend/cancel the access to the Platform and Services if we reasonably believe that the Partner has breach these Terms. In that case there will be no refund of any kind.

10.   Disclaimer

THE PLATFORM AND SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

YOU AGREE THAT USE OF THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION IS AT YOUR SOLE RISK.  YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

TO THE EXTENT YOUR JURISDICTION IMPOSES MANDATORY LAW THAT DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU.

11.   Terms updates

We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes.
The modifications will become effective upon the earlier of:

-Your formal acceptance of the modified Terms
-You continue to use the Platform and Services after having been notified about the change in the Terms. For that purpose an email will be sent to all your Authorized users (to the email address used to log in to Whocalls) to inform them about the Terms change
-Thirty (30) days after the publication of the new terms in our website.

12.   Independent contractors

This Agreement does not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

13.  Data Protection

Data Processing Roles:

Whocalls acts as a Data Processor on behalf of the Partner, who is the Data Controller.
The Partner is responsible for ensuring that their Clients understand and comply with GDPR requirements and that the End-User provided its explicit consent for the processing of his personal data, in accordance with GDPR.

Data Flow and Responsibilities:

1. When the Guest calls the Partner’s Client, Whocalls processes and transmits the caller ID and callee ID to the Partner, as well as the call status (received, missed).

2.The Partner processes the caller ID to retrieve and return to Whocalls End-User details such as name,  booking history, next booking date…

3.Whocalls displays the End-User details returned by the Partner on ProPhone for the duration of the call but will not store the End-User data transmitted by the Partner.

4.Call logs containing the caller ID and callee ID will be stored by Whocalls during the validity of the agreement between Whocalls and the Partner, and are used solely to better support the Partner and to improve the Whocalls service.

Consent and Rights of the Data Subject

The Partner must ensure that the End-User has granted his consent for the processing of their personal data and should ensure the compliance to GDPR.

Data Protection and Security:

All parties are responsible for implementing appropriate technical and organizational measures to ensure and demonstrate that data processing is performed in accordance with GDPR.
In the event of a data breach, Whocalls will promptly notify the Partner, and the Partner will be responsible for notifying their Client and End-User, if required by law.

Audit and Compliance:

Whocalls maintains records and documentation of data processing activities and will make them available to regulatory authorities upon request. The partner is responsible for ensuring that their agreements with their Clients comply with GDPR and that they maintain appropriate documentation of consent from End-Users.

14.   Applicable Law

This Agreement shall be governed by and interpreted in accordance with the laws of Romania, and the venue for any dispute or claim arising out of this Agreement, unless amicably settled between the Parties, be finally settled by means of arbitration by the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania. The arbitration shall be held in Timisoara, Romania.

15.    How to contact us

IT DIGITAL POMELO SRL
Calea Aradului, DN69, KM7+800M
300645 Timisoara
Timis county
Romania

Email: contact@whocalls.info