Invoice

Parties shall prepare and exchange an invoice on a weekly (weekly/ fortnightly) basis, covering charges for the previous 7 days.

TELKART LLC’s invoices should be sent to:

TELKART LLC

Email address: billing@telkartllc.com

The company’s invoices should be sent to:

Email address:                

Fax:

The invoice shall contain the following information:

1. invoice date,
2. total number of calls,
3. Call duration,
4. rate
5. amount per Destination (Country Specific)
6. total amount payable.

Payment & Offset

Payment: Debtor party shall pay the offset charge to the Creditor Party within Seven (7) days from the receipt of the invoice (the “Due Date”).  Payment shall be made by wire transfer in accordance with Schedule 2

Payment Offset: Notwithstanding anything to the contrary contained in this Agreement, the Parties agree to “offset” all Usage Charges invoiced during each Billing period. To this end, the Parties shall exchange invoices, as per clause  and compare and determine the amounts due and owing on such invoices. The invoice of the Party owing the least Usage Charges (the “Creditor Party”) shall be credited (i.e. offset) against the Usage Charge owed by the other Party (the “Debtor Party”). The Debtor Party shall pay the post-offset balance to the Creditor Party by the Due Date. The Debtor Party may not carry forward any balance due without the express written consent of the Creditor Party.  If no payment is made by the Debtor Party by the due date, the Creditor Party may draw upon the Security, if any provided pursuant to Clause

In the event, the Debtor Party does not pay sums due from it, the Creditor Party may, in addition to any other remedy available to it, suspend and/or terminate its Services or terminate the agreement.

Interest Penalty:  If payment is not received by the Creditor Party by the Due Date, a late fee of the lesser of (a) one and one-half (1½) percent per month or (b) the maximum percentage permitted by law, shall be assessed against Debtor Party’s delinquent balance of undisputed usage not paid by the Due Date.  A Party that is past due with a payment is liable for all reasonable attorney fees and other properly documented costs of collection incurred by billing Party, if any.

All rates are in US Dollars, charged per minute, and are subject to change.

Credit Limit

Each Party shall provide credit limit for use of services in accordance with Schedule 3.      

Security

1. Upon request by either of the Parties and agreed by the other party, the other Party will provide financial statements, credit reports, and/or other information reasonably requested to determine the other Party’s creditworthiness.
2. If requested by either Party, the other Party shall provide adequate security drawn on a financial institution, such as a bank guarantee, reasonably acceptable to the other Party, and/or such other security accepted by the requesting Party (“Security”). Failure to provide Security within seven days of receipt of the request shall be considered a serious breach of this Agreement
3. The Security shall be in place prior to either Party rendering any Services to secure either Party’s payment during the term of this Agreement. Any Security other than Security drawn on a financial institution will be stipulated in a separate document signed by both Parties and inserted as an Annex as a part of this Agreement.
4. If either Party fails to comply with the Security Terms of the Agreement, the Creditor Party is entitled to suspend the Service or terminate this Agreement with immediate effect by giving a written Notification to the other Party.
5. The Creditor Party may offset against the Security any amounts due under this Agreement that are not paid by the Debtor Party when due. In the event the Creditor Party applies any or all of the Security against any invoice, the Debtor Party shall be obliged to pay within seven days an amount equal to the sum applied against any such invoice. The Creditor Party may be entitled to terminate this Agreement with immediate effect should the other Party fail to replaces such Security as set out in this Clause.
6. If for any reason the Agreement is terminated, the Creditor Party will have the right to offset against the Security amount, any amounts owed to the Creditor Party. The remaining Security amount shall be refunded if applicable, integrally, without interest, providing there is no need for drawing on the Security Payment amount after Termination of the Agreement.

Call Detail Records                 

Provider shall provide, while it delivers to customer an invoice in respect of Charges for the Services, the complete CDR (Calls Detail Report) for the invoiced period containing the following information:

• the name of the destination,
• the complete dialled numbers,
• the date of call,
• start time of call,
• end time of call,
• call duration,
• rate applicable,
• total charge,

 CDRs should not be considered as final or official billing statement of record.  The parties’ final and official billing statement of record is the invoice provided in accordance with this Agreement.

Payment Responsibility

Each Party shall be solely responsible for billing and collection from its own customers. No payments due hereunder are contingent on payment due to parties from its own customers. 

Tax:

The rates listed herein are exclusive of applicable taxes, tax-like charges, and tax-related and other surcharges, other than net income taxes (“Taxes”) which the party purchasing the Services shall pay, provided that such Taxes are generally applied to similarly situated purchasers of Services provided hereunder. Taxes shall be separately stated on statements from the party providing the Services to the other party purchasing the Services if the other party purchasing the Services is not exempt from such Taxes. If the party purchasing the Services provides the party providing the Services with an applicable tax exemption certificate that the party providing the Services can accept in good faith, the party providing the Services shall exempt the party purchasing the Services in accordance with law. If any payment to be made to under this Agreement should be subject to reduction by reason of a required deduction or withholding of any tax, Purchaser agrees      to pay to Provider such further amount as may be necessary so that the aggregate net amount received by Provider, after deduction or withholding of any tax, shall be the same amount as would have been             received by Provider if there had been no requirement to deduct or withhold any tax.