DIALOG CONNECT SERVICES

These terms and conditions herein stipulated govern the provision of the Dialog Connect Services by Dialog Axiata PLC (PQ38) (“Dialog”) and is the contract between you (“Service Provider”) and Dialog and applies to the use of the Dialog Connect Services. By accessing and using the Dialog Connect Services the Service Provider accepts and agrees to be bound by these terms and conditions. If the Service Provider does not wish to be bound by these terms and conditions the Service Provider may not access or use this Dialog Connect Services. if the Service Provider uses the Dialog Connect Services in a manner inconsistent with these terms and conditions, Dialog may terminate the access of the Service Provider, block future access and/or seek such additional relief as the circumstances of the misuse. Dialog may amend these terms and conditions and/or revise the services offered under Dialog Connect Services at any time by posting a revised version on Dialog Connect Services website. The revised version will be effective at the time we post it. Any rights not expressly granted herein are reserved by Dialog

Figure 1

TERMS AND CONDITIONS

  1. Definition
    • “Customer Date” means the data or information of the Customers accessing the website of the Service Provider via the Dialog Connect Services;
    • “Customers” means any person over the age of 18 registered for Dialog Services, who shall use the Dialog Connect Services to access the website of the Service Provider to view and/or purchase the Services
    • “Dialog Services” mean the telecommunication services, offered by Dialog to its Customers
    • “Dialog Connect Service” means the login provided by Dialog which shall enable the Customer to access multiple websites with one single user name and password and shall include all new products/services that may be introduced by Dialog from time to time.
    • “Service Provider” means the owner of the website that consumes the Dialog Connect Service
    • “Service” means the services offered by the Service Provider on its website.
  2. Representation and Warranties
  3. The Service Provider represents and warrants that, at the time acceptance of these terms and conditions and during the contract period:
    1. it has the right, power and authority to enter into and fully perform its obligations thereunder;
    2. the execution and performance has been duly authorised by all necessary corporate action;
    3. these terms and condition constitutes legal, valid and binding obligations on the parties hereto;
    4. the Service provided by the Service Provider and conduct will not constitute a material violation of any existing applicable law, rule, regulation or order of any government authority or contract to which it is subject;
    5. all public or private consents, permissions, agreements, licenses or authorisations necessary for the performance of the obligations have been or will be obtained as required hereunder;
    6. the Service Provider shall not violate any law or the rights of any individual or entity or must not mislead the Customers.
  4. Accuracy of website registration Information
    1. All information provided by the Service Provider at the time of registration shall be complete, current and accurate. If any change occurs in the registration information, the Service Provider shall promptly update the information through the Dialog Connect Services website. Dialog is under no obligation to monitor the accuracy of the information provided by the Service Provider and/or the Service Provider website.
  5. Provision of the Dialog Connect Service
    1. The Service Provider shall:
      1. display an icon on its website enabling the Customers to login to the website of the Service Provider through Dialog Connect.
      2. not use the Dialog Connect Services to commit acts of terror, immoral, unauthorised or unlawful activities and/or for any improper, unlawful or abusive purpose and/or to send obscene or threatening messages and/or to defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any Customer or third party;
      3. keep all Customer information confidential and shall not use such information for any other purpose except for the purpose of fulfilling its obligations hereunder and provision of the Services;
      4. not in any circumstances whatsoever transfer the data received via Dialog Connect Services to any third Party aggregator or otherwise
      5. terminates the use of the Dialog Connect Services, it shall as soon as practically possible delete all data received whilst using the Dialog Connect Services
      6. not use, reproduce, and/or display any trademarks, service marks, logos and brand names of Dialog for any other promotional or advertising material without the prior written consent of Dialog;
      7. inform Dialog in writing of any changes in any information provided to Dialog.
    2. Dialog reserves the right at its sole discretion to suspend or terminate the Dialog Connect Services with or without notice to the Service Provider.
  6. Your Account
    1. The Service Provider shall be responsible for maintaining the confidentiality of its account and password/Key provided by Dialog. Furthermore, the Service Provider shall be responsible for any and all activities that occur under the account or password/key. The Service Provider authorises Dialog to assume that any person using the Dialog Connect Services with the password/Key/user name (as applicable) is the Service provider or person authorised by the Service Provider.
    2. The Service Provider shall immediately inform Dialog of any unauthorised use of the Dialog Connect Services or breach of security.
    3. Dialog shall not be liable for any loss that the Service Provider may incur as a result of any third party using the password/key and username of the Service Provider with or without your knowledge.
    4. The Service Provider may be held liable for losses incurred by Dialog or another party due to any third party using the account or password/key (as applicable)
  7. Disclaimer of Warranties
    1. Except as expressly provided herein, Dialog disclaims all warranties, whether implied, or otherwise, including without limitation the conditions and/or warranties of merchantability or fitness for any purpose to the maximum extent permitted by law.
    2. Dialog does not warrant that the Dialog Connect Services will meet the requirements of the Service Provider or the Customers or that the Dialog Connect Services or the operation thereof will be uninterrupted or error-free.
  8. Limitation of liabilities
  9. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST 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 DO NOT SATISFY A REMEDY.
  10. Indemnification
  11. The Service Provider shall indemnify Dialog against any and all loss, costs, expenses and liabilities caused to Dialog whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach by the Company of any one or all of the terms, conditions and guarantees hereof.
  12. Intellectual Property Rights
    1. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Dialog owns all Intellectual Property Rights in Customer Data, and the Service Provider owns all Intellectual Property Rights in the Service.
    2. Whilst registered for the Dialog Connect Services, The Service Provider may, with the prior written consent of Dialog, use, reproduce and display all trademarks, service marks, logos and brand names of Dialog in any promotional or other advertising materials.
    3. The Service Provider shall not use the trademarks, service marks, logos and/or other brands of Dialog in a manner which brings disrepute to the other or its products or services, or portrays the other or its products or services in a false light. The Service Provider shall comply with the requests of Dialog with regard to the use of the trademarks, service marks, logos and/or other brands of Dialog and shall refrain from taking any action that diminishes the value of such trade mark, service mark and or other brands in any manner whatsoever.
  13. Confidentiality
    1. The Service Provider shall use its best efforts to keep in strict confidence, and shall bind all of its employees and agents to keep in strict confidence, all commercial and technical information in whatever form acquired by it (whether directly or indirectly) from or concerning Dialog or in connection with the use of the Dialog COnntect Services (hereinafter called "Confidential Information"). The Service Provider shall not utilise such Confidential Information or at any time disclose any Confidential Information to any third party for any purposes other than those contemplated herein.
    2. The following information shall be excluded from the foregoing scope of Confidential Information:
      1. information which at the time of disclosure is generally available to the public;
      2. information which after disclosure becomes generally available to the public through no fault of the receiving party;
      3. information which the Service Provider can show was in its possession prior to disclosure and which was not acquired directly or indirectly from the other Party;
      4. information which the Service Provider can show was received by it after the time of disclosure from any third Party without any obligation of confidentiality and which was not acquired directly or indirectly from the other Party. The confidentiality obligations set out in this Clause shall survive the termination of Dialog Connect Services; or
      5. information which the Party concerned shall be compelled to divulge if required by Law.
    3. The Customer information shall be the sole and exclusive property of Dialog shall not in any event whatsoever derive any right or license to use such information for such other purpose other than as specifically set out herein.
  14. Force Majeure
    1. If Dialog shall not be liable for the if it is temporarily rendered unable, wholly or in part, by Force Majeure to provide the Dialog Connect Services under these terms and conditions due a Force Majeure event
    2. The term "Force Majeure" as employed herein shall mean act of God, strikes, lockouts, industrial disturbances, war, blockades, insurrections, riots, epidemics, civil disturbances, explosions, fire, floods, earthquakes, storms, lightning and any other causes similar to the kind herein enumerated which are beyond the control of any Party and which by the exercise of due care and diligence neither Party is unable to overcome.
  15. Miscellaneous
    1. In the event of a dispute or difference in connection with the usage of the Dialog Connect Services, Dialog shall use their best endeavours to resolve such dispute or difference amicably. Failing amicable resolution of such dispute or difference by the Parties, the dispute or difference shall then be finally resolved by reference to the courts of Law of Sri Lanka.
    2. All conditions, warranties and representations implied by law in relation to the Dialog Connect Services and Dialog Services are excluded to the extent permitted by law and except as expressly provided in these terms and conditions.
    3. These terms and conditions shall be governed by the Laws of Sri Lanka and subject to the exclusive jurisdiction of the courts of Sri Lanka.
    4. The English terms and conditions shall prevail over the Sinhala and Tamil translations (if any).
    5. No agency, partnership, joint venture or employment relationship is created between Dialog and the Service Provider by way of these terms and conditions. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in these terms and conditions shall be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.