General-terms-and-conditions

General Terms and Conditions

This Agreement is made between Veloxbit LTD, a private company with limited liability incorporated under Cypriot law, with registered office in Limassol and principal place of business at Agias zonis 30a Street Limassol, registered with the Company Registrar number HE358174 (“Veloxbit LTD”), and Customer.

The Agreement governs Customer’s licensing and use of the Services. By executing an Order Form that references this Agreement or by using our Services, Customer agrees to the terms of this Agreement as of the Effective Date.

Any deviation from this Agreement shall only be valid if and agreed upon by and between the Parties in writing.

WHEREAS:

B. Veloxbit LTD is a Cloud Communication Platform as a Service (CpaaS) provider and offers solutions to companies and businesses for the sending and receipt of electronic communication the SUPPLIER.

C. CLIENT wishes to use Veloxbit’s Cloud Communication Service in its business operation.
D. Veloxbit LTD wishes to provide Cloud Communications Services to CLIENT and CLIENT wishes to use and pay for Cloud Communication Services in accordance with the terms of this Agreement.
NOW, THEREFORE,
in consideration of the mutual agreements, covenants and representations contained herein, the Parties agree to the following:

B. Veloxbit LTD is a Cloud Communication Platform as a Service (CpaaS) provider and offers solutions to companies and businesses for the sending and receipt of electronic communication the SUPPLIER.

The clauses in this chapter regulate all Messaging services of the SUPPLIER (such as A2P SMS, 2WAY SMS, Viber…)
2.1. The CLIENT shall not send any Message which:
– is misleading or deceptive; or
– could infringe a law or regulation (including but not limited to defamation, discrimination, invasion of privacy,
harassment, obscenity, infringement of intellectual property rights or breaches of confidentiality); or
– could reasonably be regarded as offensive to public morals, decency or sensibilities; or
– threatens the operation and/or security of any computer system, telecommunications network or equipment
(including the operation of a mobile handset); or
– induces an unacceptable sense of fear or anxiety; or
– is regarded as a chain letter, junk message, spam, or otherwise an unsolicited message (commercial or otherwise); or
– is used to collect information about End Users without their consent.

2.2. Any Message inviting a response by means of calling a premium rate number shall include full details of the call charges and any additional information required by the law or any applicable regulation.

2.3. The CLIENT must ensure possessing all necessary licenses, permits, and other forms of authority and permissions necessary for the delivery of content sent via Message. Any unauthorized commercial use of the Messages is expressly prohibited.

2.4. The CLIENT shall, with respect to regulation in Territory of usage, and in line with local Operator, Partner and/or Regulator rules and guidelines, provide the End User with an “opt-out” mechanism by which the End User can at any stage notify the CLIENT not to send further promotional or marketing messages to him. Such mechanism must be both easy to use and inexpensive for End User (e.g. by sending SMS, or by calling geographical number or by sending e-mail or by following a provided hyperlink). For example, the CLIENT might include in its Message an option for the End User to send the command “STOP” to the number 12345 whenever he/she wishes to “opt out“. In a case the CLIENT will only send one message to End User which was pre-approved by the End-User (one-time- message), and the regulations of the country in question allows it, the CLIENT will not be obliged to provide the End User with an „optout“ mechanism. If the CLIENT wishes to send promotional messages to End User, then the CLIENT shall be obliged to strictly follow the regulations for particular country, including the “opt-out” mechanism.

2.5. The CLIENT shall comply as soon as practicable with any notification it receives under clause 4 of this section and will not send further Messages to the End User unless and until the End User requests or consents to receiving further Messages.

2.6. Should SUPPLIER receive a complaint from any person or body or regulator concerning any Message sent by the CLIENT, the CLIENT shall fully co-operate with SUPPLIER to investigate and resolve such complaint without delay. Where the SUPPLIER believes it appropriate, the CLIENT shall take full responsibility for managing the response to the complaint. In such circumstances, the CLIENT shall provide regular updates to SUPPLIER on the status of the complaint and provide such other information concerning the complaint as SUPPLIER may request.

c) provide the SUPPLIER with required information or material regarding the Services offered to End Users upon request;

e) implement and maintain appropriate security procedures to prevent damage and/or fraud or improper usage or unauthorised usage of the Services;

f) not do anything likely: – to give rise to liability to the SUPPLIER; or – bring the SUPPLIER into disrepute or damage SUPPLIER’s business in any way

.2. The CLIENT must not use SUPPLIER’s name, trademarks, or copyrights in any way that implies any approval or
connection with the Services or products offered by the CLIENT.
1.3. In any messages sent via any channel through the SUPPLIER (SMS,MMS,Viber…) (hereinafter: “Messages”), the CLIENT
shall include information which enables End User to identify and contact the CLIENT, where is so required by the local
regulation.
1.4. CLIENT must, with respect to laws and regulations of Territory in which the Service is provided, not send Messages to
any End User unless:
– the End User has provided the CLIENT with prior consent to send such Messages; or
– the End User has a prior commercial relationship with the CLIENT and would reasonably expect to receive
such Messages from CLIENT.
1.5. In case the CLIENT is not final user of SUPPLIER’s services, or provides part of the Services to its customer(s), the CLIENT is still responsible that all conditions from this Agreement are followed and is solely responsible for all costs, damages and obligations occurred from not obliging these rules.

1.6. If the CLIENT breaches any clause of this Agreement, SUPPLIER has the absolute right in its sole discretion to immediately suspend or terminate, without compensation, part or all Services provided to the CLIENT. Written reasons for such suspension or termination shall be provided promptly to the CLIENT.

1.7. CLIENT shall commence with commercial traffic via delivered Service in ninety (90) days after the delivery date. In case no real traffic is generated and the Service(s) are used for testing or non-commercial purposes only, the SUPPLIER has the right to cancel that Service with previous notice to the CLIENT and after such cancellation is no longer bound by commercial conditions agreed for that Service.

1.8. SUPPLIER has the right to charge a contractual penalty of 10.000,00€ to the CLIENT in each case when communication processed using SUPPLIER’s services is not solicited and/or is not in accordance with this Agreement. Upon discovering about breach of the Agreement, SUPPLIER will provide the CLIENT will proof of such breach and with contractual penalty invoice. The CLIENT will pay the invoice within 30 days after recipient of the invoice.

1.9. The SUPPLIER shall provide CLIENT at no charge with technical specifications and interface specifications necessary for CLIENT to perform its obligations under this Agreement.

1.10. The CLIENT is aware of the fact that the SUPPLIER provides his services using products and systems, offered and delivered by Partners. The CLIENT is obliged to ensure that the conditions for the use of the services are in compliance with the conditions for use of the products and systems of Partners.

1.11. The SUPPLIER will maintain equipment reasonably suitable for handling any Service(s) and makes no warranty that Service(s) will be continuous or free from faults. Supplier makes no warranty, guarantee and assumes no liability for any failure to deliver or recieve any message to the mobile device or from mobile device of any mobile end users.

1.12. The Parties acknowledge and agree that, in the provision of Services, SUPPLIER is providing a mechanism for the CLIENT to operate the Services and that SUPPLIER is not in any way authorizing, advising upon, endorsing or otherwise approving the Services.

1.13. SUPPLIER is entitled to suspend Services (without bearing any liability for such suspension of Services) in case of any replacement, updating or upgrading of software or hardware of SUPPLIER’s Platform or equipment of SUPPLIER ‘s Partners , involved in provision of the Services, for the period required for performance of such replacement, updating or upgrading of software, hardware or equipment or for the period required for ordinary (scheduled) or unscheduled maintenance and support of the software, hardware or equipment of SUPPLIER or SUPPLIER ‘s partners. In such case, the SUPPLIER shall make all reasonable efforts to notify the CLIENT about such suspension as soon as practicable and provide the CLIENT with information about the reasons of such suspension.

1.14. The CLIENT is aware of the fact that the provision of the service may be stopped for a certain period of time if absolutely necessary due to major, in particular technical reasons; the limited use of the service may also be requested by Partners or the restriction might be due to the violation of the legal duties by the CLIENT.

2. MESSAGING SERVICES GENERAL CLAUSES
The clauses in this chapter regulate all Messaging services of the SUPPLIER (such as A2P SMS, 2WAY SMS, Viber…)
2.1. The CLIENT shall not send any Message which:
– is misleading or deceptive; or
– could infringe a law or regulation (including but not limited to defamation, discrimination, invasion of privacy,
harassment, obscenity, infringement of intellectual property rights or breaches of confidentiality); or
– could reasonably be regarded as offensive to public morals, decency or sensibilities; or
– threatens the operation and/or security of any computer system, telecommunications network or equipment
(including the operation of a mobile handset); or
– induces an unacceptable sense of fear or anxiety; or
– is regarded as a chain letter, junk message, spam, or otherwise an unsolicited message (commercial or otherwise); or
– is used to collect information about End Users without their consent.

3. CONTENT CLAUSES
3.1. CLIENT undertakes that it will not use any Services for any illegal, immoral or improper purpose or in any manner
which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction or Mobile
Operator requirements as they exist and as they change over time and undertakes not to allow any third party to do
so. Neither CLIENT or its affiliates, shall, under any circumstances send any unsolicited Messages to the Supplier and
shall at all times make necessary arrangements to prevent such Messages from reaching the Supplier.

3.2. CLIENT shall under no circumstances send unsolicited Messages or knowingly transfer Messages that are classified as
SPAM under applicable law to the SUPPLIER Platform. CLIENT shall at all times ensure that its agreements with its
clients contain clauses that prohibit all sending of unsolicited traffic. CLIENT shall perform all such actions that prevent
unsolicited Messages from reaching the SUPPLIER’S Platform.

3.3. For the avoidance of doubt, SUPPLIER shall not be monitoring the content of any Messages sent by the CLIENT and
SUPPLIER shall not be responsible for the content of such messages, the sources of such content, or any other
material transmitted by the CLIENT.

3.4. SUPPLIER is entitled to analyse CLIENTS Messages traffic and in and, in its sole discretion, decide not to forward
Messages to end users if SUPPLIER determines that these are spam messages or unsolicited messages. Such
suspension will be carried out without prior notice and such messages received by the SUPPLIER will be charged.
3.5. If the CLIENT is using the services in combination with content elements not provided by SUPPLIER, the CLIENT is
solely responsible for acquiring and collecting all the permits and licenses from the content suppliers and the
regulation of copyrights and intellectual property rights, as well as for the payment of royalties fees, and is solely
responsible that the content is not contrary to the law nor infringe upon the rights of any third party.

3.6. In case SUPPLER receives a claim from an End User or any third party, SUPPLIER will send a notice to the CLIENT,
informing him of the existence of the claim and requiring him either to prove that the claim has no ground or to
immediately suspend the content or service. In case SUPPLIER would deem that the claim needs an urgent reaction,
SUPPLIER shall always retain the right to immediately suspend the concerned service.
3.7. If the CLIENT does not answer and does not adapt or remove the content or service within one (1) business day as from the date of the notice, SUPPLIER shall takes the necessary steps in order to suspend the service. In such case, SUPPLIER shall send a confirmation of suspension to the CLIENT on the day of the suspension.
3.8. The SUPPLIER shall in any case retain right to inspect permits and licenses for the content or service before or after activation of the service and CLIENT shall deliver those permits and licenses to SUPPLIER upon SUPPLIER’s request, otherwise SUPPLIER has the right to suspend the service. Such SUPPLIER’s request shall in no case mean the SUPPLIER is responsible to any third party for the content or service nor shall it present SUPPLIER’s approval for usage of the content or provision of the service.

4. PRICING

4.1. The Services will be provided to the CLIENT on post-paid or pre-paid basis, as defined in Usage order.

4.2. The CLIENT understands and accepts that prices of messages are subject to change from time to time and that the SUPPLIER will notify the CLIENT of new prices as soon as possible.

4.2. The pricing can be determined in this Agreement or any subsequent e-mail or written communication sent to the CLIENT by SUPPLIER to the e-mail address/software/method agreed by the Parties.

4.3. The CLIENT accepts that from the date the changed prices come into effect, this new pricing will apply. Price alerts sent by means from this Agreement to the CLIENT will not require signature or other form of confirmation to take effect.

4.4. Each amended pricing list shall make a legally valid part of this Agreement.

5. PAYMENT

5.1. In case of pre-payment, the CLIENT shall pay to SUPPLIER amount agreed in Usage order before starting the Services.
The SUPPLIER is entitled not to commence provision of Services to CLIENT if the agreed amount isn’t paid.

5.2. In a case there is no pre-paid balance left on CLIENT’s account, or the balance is not sufficient, the CLIENT will make
another payment of above mentioned amount. If the balance is not sufficient for provision of the Service, the
SUPPLIER is entitled to suspend the provision of Services, until the CLIENT makes another payment. The CLIENT is
solely responsible to take care that there is enough balance on his account and to recharge his account. The CLIENT
accepts that the SUPPLIER is not responsible if the SUPPLIER will not be able to provide the Services because of
insufficient amount on the CLIENT’s account.

5.3. Unless differently specified in the Usage Order, any prepaid balance or credits purchased by the CLIENT will lapse if
CLIENT does not use the balance or credits within six months after the purchase date. SUPPLIER is not obliged to
refund any prepaid balance or credit.

5.4. In case of post-paid invoicing, charges are due 15 days after date of invoice, which shall be issued 10 days after the
end of the month of usage.

5.5. In case of delayed payment by the CLIENT, the SUPPLIER can limit or deactivate the Service without any responsibility
for the consequences of such act. After payment of unpaid invoices by CLIENT, the Service shall be reactivated. If
applicable, activation costs made by SUPPLIER shall be reimbursed by CLIENT.

5.6. Unpaid invoice reminder shall be charged as defined in Usage order.

5.7. The prices and other amounts stated in this Agreement do not include the statutory value added tax (VAT). This tax
will be charged according to the tax rate effective at the date of invoice and stated separately on the invoice.

5.8. All charges shall be made according to currency defined in Usage order and shall be calculated according to conditions
defined in this Agreement, Usage order or any subsequent notice sent to the CLIENT by SUPPLIER, by reference to
data properly recorded by Partner, if not defined otherwise in this Agreement.

5.9. In the event of any conflict between the data held by CLIENT (or its customer(s)) and Partner’s data, CLIENT shall be
entitled to submit bona fide data relating to its use of the deliverables and both SUPPLIER and CLIENT agree, acting
reasonably, to consider both sets of data, and to reach a resolution. In the event of any dispute lasting for over 30
days, data provided by Partner to SUPPLIER shall have precedence. In the event of deviations not exceeding 5%, the Parties shall accept the data provided by Partner.

5.10 The CLIENT shall make any and all undisputed payments by way of bank transfer or any other way agreed by the Parties to the SUPPLIER in such currency as specified in this Agreement, as amended from time to time in accordance with this Agreement. CLIENT shall bear all bank and other transaction costs.

5.11. If applicable, CLIENT shall adhere to any monthly credit limit. If CLIENT does not reach the monthly credit limit amount by the end of a calendar month, SUPPLIER shall invoice CLIENT at the end of such corresponding calendar month for its usage of the Services. If CLIENT reaches the monthly credit limit before the end of the corresponding calendar month, SUPPLIER will invoice Customer and such an invoice shall be due and payable immediately. 5.12. Setup fees, agreed in Usage order, are due before the service start. SUPPLIER may refuse to start with delivery of selected deliverables if such fees aren’t paid.

6. CONFIDENTIALITY

6.1. Confidential Information means, without being limited thereto, the following information: all data, databases, technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, employees, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as confidential at the time of its disclosure

6.2. Each Party shall keep confidential and shall not without the prior written consent of the disclosing Party copy or disclose to any third party any Confidential Information and the content of any documents of information which is designated by means of appropriate text to be of confidential nature of which by nature obviously is confidential acquired from the other Party in connection with this Agreement. Each Party shall copy and use such documents and information solely for the purpose of this Agreement. Affiliated companies of Parties shall not be considered third parties in the sense of this clause.

6.3. The foregoing obligations shall not apply to any information which: – is within the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving Party; or – was known to the receiving Party prior to disclosure by the disclosing Party as proven by the written records of the receiving Party; or – is disclosed to the receiving Party by a third Party who did not obtain such information, directly or indirectly, from the disclosing Party.

6.4. All End User Information shall be and remain the property of the CLIENT (subject always to any rights that any third party may have in such information). The CLIENT grants to the SUPPLIER a non-transferable licence for the term of this Agreement to use the End User Information, where necessary, for the sole purpose of providing the Services.

6.5. Both Parties shall comply with the provisions of the applicable data protection laws and regulations and other relevant legislation where and to the extent that such provisions relate to that party.

6.6. The obligations under this Clause shall bind the Parties for a period of five (5) years from the termination of this Agreement.

7. LIABILITY

7.1. The CLIENT shall at all times indemnify and keep fully and effectually indemnified SUPPLIER against all liabilities
(including damages, expenses, regulatory fines, penalties and costs), actions, proceedings, claims and demands and all
alleged claims and demands whatsoever (including, but not limited connected to the violation of the intellectual
property rights) arising directly or indirectly out of or in consequence of the marketing, provision or use of any
deliverables delivered by SUPPLIER to CLIENT or the associated services of the CLIENT or the conduct of CLIENT’s
business. SUPPLIER shall as soon as reasonably possible give notice to the CLIENT of any such action proceeding, claim
or demand.
7.2. In the event of any actual or apparent breach by the CLIENT of any of its or obligations under this Agreement, the
SUPPLIER may at its sole and absolute discretion, forthwith suspend or cease or modify the provision or performance
of any of its obligations, or any of the services (or part thereof) either temporarily or permanently; take such actions
to remedy or otherwise deal with the situation as it deems fit in its sole and absolute discretion, including in the areas
of public and customer relations and obtaining legal or technical advice.
7.3. All costs incurred by the SUPPLIER in this regard, including any time, labour and professional costs of any employee,
officer, contractor, servant, agent or other SUPPLIER’s personnel or third parties engaged by the SUPPLIER, shall be
reimbursed by the CLIENT to the SUPPLIER on a full indemnity basis (including, where applicable, legal costs on a
solicitor-client basis).
7.4. SUPPLIER shall not be liable for any damages and costs incurred or suffered by CLIENT, its representatives or any other
person except in the event of the wilful and serious misconduct of SUPPLIER.
7.5. In no event shall SUPPLIER be liable for any special, incidental or consequential damages, or lost revenue or profits, or
lost or damaged data, or any indirect damages, whether arising in contract, tort, or otherwise.

7.6. Without prejudice to the generality of the foregoing, the aggregate cumulative liability of the SUPPLIER shall not exceed the total amount of fees paid by the CLIENT to SUPPLIER in the immediately preceding 3 months whether in contract or tort (including negligence or breach of statutory duty) or otherwise arising out of or in connection with this Agreement, save for claims arising from fraud, death or personal injury caused by negligence.

8. TERM AND TERMINATION
8.1. Unless terminated earlier in accordance with this Article, this Agreement shall be valid from the Effective Date for an
initial period of 3 (three) months and shall be renewed automatically for the 6 (six) months period on each anniversary
of the Effective Date unless either Party terminates this Agreement by giving at least thirty (30) days written notice to
the other Party. If the duration for certain products is defined differently in Usage order, the latter shall prevail.

8.2. Either Party may terminate this Agreement immediately upon written notice delivered by registered mail if:

– the other Party commits any breach of any of the provisions of this Agreement and, in the case of a breach
capable of remedy, fails to remedy the same within 5 days after receipt of a written notice giving full particulars of the
breach and requiring it to be remedied;

– the other Party goes into liquidation, bankruptcy or insolvency proceedings;

– the other Party ceases, or threatens to cease to carry on business;

– a written agreement on contract termination is stipulated by the Parties;

– the case of Force Majeure prevails for a continuous period in excess of 30 days.
8.3. For purposes of and pursuant to this paragraph, a breach shall be considered capable of remedy if the Party in breach
can comply with the provision in question in all respects other than as to the time of performance (provided that time
is not of essence).
8.4. SUPPLIER is entitled to terminate the Agreement immediately upon written notice delivered by registered mail:

– in case that the CLIENT would cause, for whatever reason, a direct danger to the functioning of the SUPPLIER
and/or to the strategic interests of SUPPLIER;

– in case that the CLIENT assigns this Agreement, sub-contracts or otherwise delegates any of its rights and
obligations under this Agreement, without prior written approval of SUPPLIER;

– the CLIENT infringes the intellectual property of SUPPLIER;

– the CLIENT infringes the confidentiality obligations.
8.5. Any termination of this Agreement shall be without prejudice to any other rights or remedies that a Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party.

9. FINAL PROVISIONS
9.1. If any of the provisions of the Contract is found invalid or unenforceable – whole or part – this will have no impact on the
validity and enforceability of the rest of the Contract, as long as such an invalid or unenforceable provision can be severed
from the rest of the Contract. The Parties to the Contract undertake to promptly replace such a defective provision with the new one, whose subject and purpose are as close as possible to the subject and purpose of the original provision of
this Contract.
9.2. Neither Party is under any liability for any failure to perform any of its obligations under this Agreement due to any cause not within its control including, without limitation, strikes, riots, wars, coup d’état, expropriation or confiscation, embargo, discontinuation of public or private transportation or supply of energy, general collapse of networks, fire, Acts of God, sabotage, attacks (i.e. hacks, denial of service attacks, viruses) by third Parties, and other acts not caused by the Parties, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain power used in any kind of equipment and outages on the Internet or failure of the Internet or some other unusual event which causes equally drastic effects beyond the affected Party’s control. Following notification by either Party to the other of such cause, such Party shall be allowed a reasonable extension of time for the performance of its obligations.
9.3. The SUPPLIER may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights
under this Agreement and may subcontract or delegate in any manner any or all of its obligations to any third party or
agent.
9.4. The CLIENT does not have the right to assign this Agreement and/or any of its obligations according to this Agreement
without the prior written consent of the SUPPLIER.
9.5. Nothing in this Agreement shall entitle either Party to use the other Party’s name, logo or trademark in any way or any
context whatsoever without the prior written consent of the other Party.
9.6. All title, ownership rights and intellectual property rights in and relating to this Agreement or any copies thereof including
but not limited to copyright, logos, names, trademarks, service marks, design, text, sound recordings, images, links,
concepts and themes are owned by originating party and shall remain its property of Licensor, and nothing in this
Agreement should be construed as transferring any aspects of such rights to the other party or any third party.
9.7. This Agreement constitutes the entire understanding and agreement of the Parties hereto with respect to the subject
matter hereof. This Agreement supersedes all prior and contemporaneous agreements, representations and
understandings between the Parties regarding the subject matter hereof.
9.8. Any failure to enforce any right or provision in this Agreement by either Party does not constitute a waiver of such right or
provision or of any other right or provision in this Agreement.
9.9. This Agreement and any provision hereof may be amended only in writing signed by both Parties.
9.10. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any
dispute arising out of or in connection with this Agreement and/or any addendum, including disputes regarding its
conclusion, validity and existence shall be decided by the Civil Court (Commercial Section). All awards may if necessary be
enforced by any court having jurisdiction in the same manner as a judgment in such court.
9.11. All notices and communications under this Agreement shall be delivered by personal delivery, courier service, by
registered mail, by e-mail or by facsimile message.