1.1 This document constitutes an official offer (public offer) of Teliphone Systems OÜ (the “Contractor”, “we” or “us”), addressed to an indefinite number of persons, to conclude an agreement for the provision of telecommunications services (the “Agreement”) on the terms set out in this offer and its annexes.
1.2 The Agreement is concluded as a contract of adhesion: it is accepted by the Client as a whole, without exception. If the prospective Client disagrees with any term, the Client shall refrain from accepting this offer and shall not use the Services.
1.3 The Agreement is concluded at the moment the Client accepts this offer. Acceptance is effected by completing registration on the website katatelecom.com and/or by taking any action directed at using the Services (including funding the personal account). Such acceptance is equivalent to the conclusion of a written agreement.
1.4 Before accepting this offer, the Client shall familiarise itself with all information published by the Contractor at katatelecom.com, including service descriptions, tariffs and annexes.
1.5 The Contractor may withdraw this offer or amend its terms by publishing a corresponding notice at katatelecom.com, in accordance with Section 21 (Amendments).
1.6 This offer includes its annexes, in particular the Service Rules (Annex 1). The annexes form an integral part of the Agreement. In the event of conflict, the main body of the Agreement prevails, except where an annex expressly provides otherwise for a specific Service.
In this Agreement the following terms have the meanings set out below:
3.1 The Contractor provides the Services to the Client to the extent and on the terms set out in this offer and its annexes. The Client pays for the Services in accordance with Section 7.
3.2 The Services are provided on a prepayment basis. The value of Services consumed may not exceed the available balance of the Personal Account.
3.3 The Services are provided remotely over the public Internet. The Contractor does not provide, and is not responsible for, the Client’s Internet access, local network, or User Devices.
4.1 To use the Services the Client must register a Personal Account and provide accurate, complete and current information about itself, and keep such information up to date throughout the term of the Agreement.
4.2 The Client is solely responsible for maintaining the confidentiality of its Login, password and any access credentials, and for all activity carried out through its Personal Account. The Client shall notify the Contractor without undue delay of any suspected unauthorised access.
4.3 Provision of certain Services and connection of numbers in certain countries require identity and, where required, address verification (Know-Your-Customer). The Client shall provide valid documents within the period specified by the Contractor. Indicative requirements:
4.4 The Contractor may request additional verification at any time. The standard period for the Client to submit requested documents is three (3) business days unless otherwise agreed.
4.5 The Client warrants that any identity or address documents it submits are genuine, valid and belong to the Client (or, for a legal entity, to its authorised representative). Submitting documents belonging to third parties, forged documents, or false information is a material breach of this Agreement (see Sections 9 and 13).
5.1 Voice (IP-telephony). The Contractor enables the transmission of voice traffic over IP using the facilities of the Operators. Routing, quality and availability depend on third-party networks and the Client’s Internet connection.
5.2 DID / Virtual Numbers. Virtual Numbers are provided on a lease basis with a connection fee and a recurring (monthly) subscription fee, unless other terms are specified. The monthly fee is charged three (3) days before the end of the subscription period unless stated otherwise.
5.3 The Contractor does not own the Virtual Numbers and cannot guarantee their permanent retention. Numbers may be suspended, withdrawn or replaced at the level of the Operators or number providers, including for non-payment, deactivation at the Client’s request, regulatory action, or force majeure. The Contractor will use reasonable efforts to preserve number operability and to offer alternatives where a number is withdrawn at provider level.
5.4 Virtual Numbers operate for incoming calls at the provider level. Toll-free and national numbers are non-geographic and may be reachable only from within the country to which the number belongs. Mobile virtual numbers are provided without an SLA and are not recommended for long-term use.
5.5 SMS. Where the Contractor offers SMS messaging, the Client is responsible for the lawfulness, content and consent basis of all messages, for compliance with sender-ID rules of the destination networks, and for all applicable per-message and per-segment charges. The use of SMS and of numbers for receiving messages is further governed by the Service Rules (Annex 1).
5.6 Connection times. Services that require supporting documents are not provided automatically upon ordering. Connection takes from one (1) to thirty (30) business days depending on the Service and the documents provided.
5.7 Number portability and regulatory matters. Where supported, number porting is carried out subject to the rules and timelines of the relevant Operators and regulators, and the Contractor does not guarantee portability of any specific number. Geographic numbers may require a valid local address or presence and may be withdrawn or reclaimed by a national regulator or number provider. The Client shall maintain any registration data required to retain a number.
6.1 The Client shall use the Services only for lawful purposes and in compliance with this Agreement, applicable law in Estonia, in the Client’s jurisdiction, and in any jurisdiction to or from which traffic is sent or received.
6.2 The Client shall not use the Services to transmit, offer or facilitate any content or service that is illegal, harmful, defamatory, infringing of intellectual-property or trademark rights, pornographic, or otherwise capable of giving rise to criminal or civil liability.
6.3 The Client shall not send unsolicited bulk or commercial calls or messages (spam), and shall comply with all consent, do-not-call and marketing-communication requirements applicable to the destination.
6.4 The Client shall not create an excessive load on the system, including by generating large volumes of simultaneous calls, calls terminated before ring-back, repeated short calls to test number availability, ring rounds, or similar machine-generated traffic patterns.
6.5 By accepting this offer the Client confirms that the use of the Services is lawful in the Client’s own jurisdiction, and the Client assumes full responsibility (including reasonable legal costs) for any breach of the law of its own jurisdiction. The Contractor bears no responsibility for such breaches.
7.1 Prices for the Services are set out in the tariffs published in the Personal Account and on the website, expressed in P.U. (1 P.U. = 1 USD). The Services are provided only while the Personal Account has a positive balance.
7.2 The Contractor may amend tariffs and payment terms by publishing notice at katatelecom.com at least ten (10) calendar days before the change takes effect. Continued use after the change takes effect constitutes acceptance. This notice period does not apply to charges set by the Operators within the system.
7.3 The Client may fund the Personal Account by transfer to the Contractor’s settlement account or via the payment methods made available in the Personal Account. The Client bears all payment-system fees and currency-conversion costs and is responsible for the accuracy of its payments.
7.4 The Services are subject to VAT at the applicable rate, deducted upon provision of each chargeable Service. The Client is exempt from VAT where: (a) the Client is a company registered in the EU (other than Estonia) holding a valid VAT identification number; (b) the Client is a company registered outside the EU; or (c) the Client is a non-resident individual of the EU.
7.5 Acceptance of charges. Services are deemed properly rendered and accepted in full if the Client does not submit a substantiated written objection within fifteen (15) days after the end of the relevant reporting period. After that period, claims regarding scope, cost or quality are not accepted.
7.6 Liability for charges. The Client is liable for all charges arising from use of the Services through its Personal Account or User Devices, including charges resulting from unauthorised use, compromise of the Client’s equipment, or fraud originating from the Client’s side (see Section 9).
7.7 Records as evidence. The call detail records (CDR), message logs and other measurements generated by the Contractor’s systems and by the Operators constitute the primary and sufficient basis for charging the Services and for resolving any billing dispute.
7.8 Delayed rating and negative balance. Because usage data may be received from the Operators with delay, the Personal Account balance may become negative after charges are finally applied. The Client shall settle any negative balance, and the Contractor may recover it from subsequent payments.
7.9 Set-off. The Contractor may set off any penalties, charges, negative balance or amounts owed by the Client against the balance of the Personal Account or any other amounts held for the Client.
8.1 If a Personal Account is registered but never activated (never funded), the account is deleted thirty (30) days after registration.
8.2 If a Personal Account has been registered for more than six (6) months and has never been funded, the account is archived and access is closed. Recovery is possible on request to client support.
8.3 If no activity occurs on a Personal Account for one (1) year, a monthly resource-allocation fee of 2 P.U. is charged. If the balance is insufficient, the account is archived. The fee is cancelled upon the Client performing any qualifying action.
9.1 The Client shall not use, attempt to use, or permit any third party to use the Services for fraudulent, abusive or unlawful telecommunications activity. Prohibited activity includes, without limitation:
9.2 The Client uses the ANI / CLI transfer feature, if available, entirely at its own risk and assumes full responsibility for the lawfulness of any transmitted originating identifier. The ANI-transfer feature is not a declared or guaranteed feature of the system, and the Contractor is not responsible for its operation.
9.3 The Client is responsible for securing its User Devices, credentials and SIP registrations. The Client is liable for all traffic and charges generated through its account or devices, including as a result of third-party compromise.
9.4 Right to act on reasonable grounds. Where the Contractor establishes, on reasonable grounds and based on the totality of available information, that an account is being or has been used for fraudulent activity, or that an account is linked to a coordinated fraudulent scheme, the Contractor may immediately and without prior notice suspend or terminate the account and the provision of Services. Such grounds are assessed by the Contractor through its internal risk- and fraud-control procedures, including automated monitoring (clause 15.6). The Contractor is not obliged to disclose the specific indicators, methods or data underlying its assessment.
9.5 Forfeiture of funds. Where an account is suspended or terminated under clause 9.4, any remaining balance on the Personal Account is forfeited and is not refundable, irrespective of whether Services had been activated on that particular account. This provision applies in addition to, and without limiting, any other remedy available to the Contractor.
9.6 Penalties. For each violation of the conditions of provision of Services that is established by the indications of the Operators’ communication equipment (including the prohibited traffic types in clause 9.1 that manifest as carried traffic), the Client shall pay a penalty of 100 P.U.; in the event of a repeated violation, a penalty of 1,000 P.U. The Contractor may suspend the Services until the penalty is paid and may terminate the Agreement under Section 20. Payment of a penalty does not entitle the Client to reinstatement of the Services or the Personal Account where the account is also subject to suspension or termination under clause 9.4.
9.7 Suspension, termination, forfeiture and penalties under this Section are without prejudice to the Client’s liability for all losses, charges, claims and costs incurred by the Contractor, the Operators or third parties as a result of the Client’s conduct.
10.1 The Contractor operates in compliance with applicable anti-money-laundering (AML), counter-terrorist-financing and international sanctions requirements. The Client shall not use the Services in connection with money laundering, terrorist financing, or any activity that breaches applicable sanctions.
10.2 The Client warrants that it, its beneficial owners and its funds are not subject to sanctions imposed by the European Union, the United Nations, or other applicable authorities, and that it will not make the Services available to any sanctioned person or restricted jurisdiction.
10.3 The Contractor may carry out customer due diligence and ongoing monitoring, request information on the source of funds, and screen transactions. The Contractor may suspend an account, freeze funds and decline transactions where required to meet its legal obligations.
10.4 Where required by law, the Contractor may report suspicious activity to the competent authority (including the Estonian Financial Intelligence Unit). The Contractor is not obliged to inform the Client of any such report and may be legally prohibited from doing so.
11.1 The Services are nomadic IP-based services and are not a substitute for traditional telephony. The Services do not support reliable access to public emergency numbers (such as 112 or 911) and may not connect to emergency services at all, or may not transmit the Client’s correct identity or location.
11.2 The Client must not rely on the Services for emergency communications and must ensure that an alternative means of contacting emergency services (such as a fixed line or mobile phone) is available at all times. The Client shall inform all users of the Services of this limitation.
11.3 To the maximum extent permitted by law, the Contractor accepts no liability for any inability to reach emergency services through the Services.
12.1 The Client shall: (a) pay for the Services in a timely manner and maintain a positive balance; (b) familiarise itself with service descriptions and tariffs; (c) retain documents confirming payment; (d) comply with the Acceptable Use Policy (Section 6) and the fraud-prevention requirements (Section 9); and (e) provide and maintain accurate information and the documents required under Section 4.
12.2 The Client warrants that it holds all permits, authorisations and consents necessary for its use of the Services and for any services it provides to its own end users, and that it complies with all applicable law. The Client bears full responsibility for the content, quality and lawfulness of such services.
12.3 The Client shall indemnify the Contractor against all penalties, fines, claims, losses and administrative or legal costs arising from the Client’s breach of applicable law or of this Agreement, including claims by the Operators, number providers, rights holders, end users or other third parties.
13.1 The Contractor may suspend or terminate the Services and/or terminate the Agreement unilaterally, by electronic notice, where the Client breaches its obligations or warranties under this Agreement.
13.2 The Contractor may block a Personal Account where the Client has provided false information on registration, has submitted documents belonging to third parties, or where required under Sections 9, 10 or 16.
13.3 The Contractor may temporarily suspend the Services for technical, technological or other reasons preventing their provision, for the period needed to resolve such reasons.
13.4 The Contractor may terminate the provision of Services when the balance of the Personal Account is exhausted.
13.5 The Contractor may request and verify the Client’s personal data in the event of a breach of this Agreement.
13.6 The Contractor may act on behalf of the Client where necessary to connect numbers and ensure their operability, to the extent permitted by the relevant Operators and applicable law.
13.7 Traffic management. The Contractor may block, throttle, re-route or refuse traffic in order to protect the integrity and security of the network and the Operators, including traffic exhibiting abnormal quality indicators (such as abnormally low ASR or short ACD), traffic to premium-rate, high-risk, prohibited or sanctioned destinations, and traffic subject to restrictions imposed by the Operators. The Contractor may pass through to the Client any restrictions, blocks or measures imposed at the level of the Operators or number providers.
14.1 The Contractor uses reasonable efforts to provide the Services with continuity and quality but does not guarantee uninterrupted, error-free or fault-free operation. The Services depend on third-party networks, the Operators, and the Client’s own Internet access and equipment.
14.2 Unless a specific service level is expressly agreed in writing for a particular Service, the Services are provided on a best-efforts (“no SLA”) basis.
14.3 Number providers and Operators may monitor the use of provided numbers for lawful purposes and may disconnect numbers upon detecting illegal or prohibited use.
15.1 The Contractor processes personal data in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Estonian law. The Contractor acts as a controller in respect of Client account, billing and traffic data processed to provide and administer the Services, and to meet its legal obligations.
15.2 The Contractor processes registration data, identity and verification documents, account and billing data, payment data, and communications metadata (such as call detail records and SMS logs) on the legal bases of performance of the Agreement, compliance with legal obligations, and the legitimate interests of the Contractor (including fraud prevention, network security and debt recovery).
15.3 The Contractor keeps confidential the information received from the Client, except where disclosure is required by applicable or international law, is necessary to prevent or address harm to third parties, or arises from a breach of this Agreement giving rise to proceedings by competent authorities (see Section 16).
15.4 Personal data is retained for the period necessary to provide the Services and to meet legal, accounting and regulatory obligations, after which it is deleted or anonymised. Where the Services are used to process the personal data of the Client’s own end users, the Client is responsible for having a valid legal basis for that processing.
15.5 Subject to applicable law, data subjects may exercise their rights (access, rectification, erasure, restriction, objection and portability) by contacting the Contractor. Further information is set out in the Contractor’s Privacy Policy published at katatelecom.com.
15.6 Automated anti-fraud monitoring. The Contractor operates an automated anti-fraud system that analyses traffic metadata (such as call detail records — numbers, time, duration and direction), account activity, registration and identity (KYC) data, payment data and transactions, in order to detect and prevent fraud and abuse, ensure the security and integrity of the network, and meet its AML obligations, on the basis of its legitimate interests and legal obligations. The Client acknowledges and accepts that this system may be applied to its account and traffic. The system does not analyse the content of the Client’s communications. The Contractor may suspend an account automatically where the system indicates fraud or a threat to the network or the Operators. Where a decision based on such monitoring produces legal or similarly significant effects for the Client (including termination of the Agreement or forfeiture of funds under Section 9), the Client is entitled to obtain human review of the decision, to express its point of view, and to contest the decision in accordance with clause 22.1.
15.7 Call recordings. Where the Services include a feature allowing the Client to record its own calls and the Client enables it, the Client acts as the controller of those recordings and is solely responsible for having a lawful basis for the recording and for informing all parties to the call as required by applicable law. The Contractor stores such recordings only on behalf of, and under the instructions of, the Client, and does not use their content for its own purposes. The Contractor may suspend the recording feature where it becomes aware of unlawful use, and the Client shall demonstrate compliance on request.
16.1 The Contractor may, and where legally required shall, disclose information about the Client and its use of the Services — including subscriber, account, billing, payment and traffic data — to law-enforcement, regulatory, tax or other competent authorities, where the Client has used the Services to commit unlawful acts against third parties, or where disclosure is required or permitted by applicable law.
16.2 The Contractor may respond to lawful requests from competent authorities, including authorities of other jurisdictions acting through lawful channels (such as mutual legal-assistance procedures or recognised cooperation mechanisms), in accordance with applicable Estonian and EU law.
16.3 The Contractor accepts no liability to the Client for any disclosure made in good faith in accordance with this Section, and may be prohibited by law from notifying the Client of such disclosure.
16.4 Data retention and lawful interception. As a provider of electronic communications services, the Contractor retains traffic and related data, and supports lawful interception and disclosure, to the extent required by applicable Estonian and EU law. Such retention and assistance are carried out in accordance with the Contractor’s legal obligations.
17.1 The Services are prepaid. Amounts charged for Services actually rendered are non-refundable.
17.2 Termination by the Client. Where the Client terminates the Agreement, any remaining balance is not refundable and may, at the Contractor’s discretion, be treated as prepayment toward other or future services of the Contractor.
17.3 Termination by the Contractor. Where the Contractor terminates the Agreement, any remaining balance may be refunded only if the Client has not breached the conditions of provision of the Services. No refund is due where the account is suspended, terminated or blocked under Section 9 (fraud), Section 10 (AML / sanctions) or for submission of false information or third-party documents.
17.4 Forfeiture on fraud. For the avoidance of doubt, where an account is suspended or terminated on reasonable grounds of fraud or of a link to a coordinated fraudulent scheme (clause 9.4), the remaining balance is forfeited and non-refundable, whether or not Services were activated on that account.
17.5 Where a number connection requiring documents is not completed because the required documents are not provided, the funds paid for that Service are not refundable, but the residual account balance remains available toward other Services of the Contractor.
17.6 Refunds, where due, are made only to the payment method previously used by the Client, unless the Contractor cannot technically do so, in which case it may offer an alternative transfer method. The Contractor may withhold refunds pending completion of fraud, AML or law-enforcement checks.
18.1 The Contractor is not liable for losses or other consequences arising from the use of, or inability to use, the Services, except to the extent such liability cannot be excluded under applicable law.
18.2 To the maximum extent permitted by law, the Contractor is not liable for indirect, incidental, special or consequential losses, loss of profit, loss of revenue, loss of business or loss of data.
18.3 To the maximum extent permitted by law, the Contractor’s aggregate liability under or in connection with this Agreement shall not exceed the total amount paid by the Client for the affected Services during the three (3) months preceding the event giving rise to the claim.
18.4 The Client is liable for all consequences and losses incurred by the Contractor, the Operators and third parties resulting from the Client’s breach of applicable law or of this Agreement, and shall resolve all related claims at its own cost (see clause 12.3).
18.5 Nothing in this Agreement limits liability that cannot lawfully be limited.
19.1 The Contractor is not liable for non-performance or delay caused by circumstances beyond its reasonable control, including natural disasters, fire, power failures, damage to or interruption of communications or cabling, war or military action, governmental measures, the imposition of sanctions, or the revocation of Operators’ licences.
19.2 The Contractor will use reasonable efforts to minimise the Client’s losses in such circumstances; prior consent of the Client is not required for measures taken to that end.
20.1 The Agreement takes effect upon acceptance (Section 1) and continues until terminated in accordance with its terms.
20.2 Either party may terminate the Agreement unilaterally in the manner set out in this Agreement. Where the Contractor terminates, the date of termination is the date the relevant notice is sent to the Client.
20.3 The Contractor may suspend or terminate the Services and/or the Agreement immediately for breach, fraud, AML / sanctions reasons, or where required by a competent authority.
20.4 Termination does not affect accrued rights and obligations. Provisions that by their nature should survive termination (including Sections 9, 10, 12, 15, 16, 17, 18 and 22) survive.
21.1 The Contractor may amend this offer and its annexes by publishing the amended terms at katatelecom.com and/or by sending notice to the Client’s Login. The Client is responsible for checking the website for changes.
21.2 Amendments take effect on the date stated in the notice, and in any event the Client’s continued use of the Services ten (10) days after publication or notification constitutes acceptance of the amendments.
22.1 The parties shall seek to resolve disputes through a pre-litigation claims procedure. Claims relating to the quality of the Services are accepted only in writing (by email or via the inquiry system) within ten (10) calendar days of the event giving rise to the claim, and are considered within ten (10) business days. Objections relating to charges and billing are governed by clause 7.5.
22.2 This Agreement is governed by the law of the Republic of Estonia. Matters not regulated by this Agreement are governed by applicable Estonian law.
22.3 Disputes not resolved through the claims procedure shall be submitted to the competent courts of Estonia, unless mandatory consumer-protection law requires otherwise.
23.1 Entire agreement. This offer and its annexes constitute the entire agreement between the parties regarding the Services and supersede prior understandings on the same subject.
23.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is replaced by a valid one that most closely reflects its intent.
23.3 No waiver. Failure or delay by the Contractor in exercising a right does not constitute a waiver of that right.
23.4 Assignment. The Client may not assign or transfer its rights or obligations without the Contractor’s prior written consent. The Contractor may assign this Agreement to an affiliate or successor.
23.5 Notices. Notices to the Client are sent to the Login email or published in the Personal Account; notices to the Contractor are sent to the contact details published at katatelecom.com.
23.6 Language. This Agreement is concluded in English. Where a translation is provided for convenience and there is a conflict, the English version prevails.
Teliphone Systems OÜ (trading as KataTelecom)
