This Master Service Agreement (the “Agreement”) is between Telxi LTD located at Offices 102-103, 17 Tepeleniou Str, 8010, Paphos, Cyprus (“Telxi”, “we”, “our”, and “us”) and the customer identified on the signature page hereto (“Customer”, “you”, and “your”). Telxi and you may be referred to herein individually as a “Party” and collectively as the “Parties”. The Parties hereby agree as follows:

IMPORTANT: Telxi provides its Services exclusively for businesses purposes, sole traders and other legal entities (collectively “Customers”). For the avoidance of doubt a natural person who operates as a sole trader qualifies as a Customer solely in their capacity as a business operator and not in their capacity as a consumer. Telxi does not provide Services for residential or consumer usage. All Customers are responsible for ensuring that their own end users’ use of the Services complies with this AUP and all applicable laws and regulations.

Telxi will provide you with Services (as defined below) pursuant to the terms of this Agreement. The Parties hereby agree that this Agreement shall consist of the following: (a) the Agreement; (b) any exhibit, schedule, or attachment hereto (each, an “Attachment”); (c) each applicable service order (“Service Order”) which details the specific service(s) to be offered (each Service Order constitutes a separate agreement for the purchase and sale of Service to be provided to you by Telxi, the provision and use of which will be subject to this Agreement); and (d) the Terms and Conditions of Service (the “T&C”) which may be found at Telxi.com. The T&Cs are specifically incorporated into this Agreement by reference as if copied verbatim herein. The T&Cs may be modified periodically at Telxi’s sole discretion; no such modification shall nullify the effectiveness of this Agreement. In the event of any conflict, the following order of precedence shall apply: (1) the Service Order(s); (2) the Attachment(s); (3) the Agreement; and (4) the T&Cs.

1. Term

This Master Services Agreement (“Agreement”) shall have an initial term of one (1) month (“Initial Term”) starting from the Effective Date. Upon expiration of the Initial Term, this Agreement shall automatically renew for consecutive additional periods of one (1) month each (“Renewal Term”) unless terminated by either Party. The termination notice shall be provided in writing and shall be given at least thirty (30) days prior to the expiration of the current term in effect. The Initial Term and any Renewal Terms shall be collectively referred to as the “Term”.

Notwithstanding the above, Telxi, at its sole discretion, may terminate this Agreement by giving Customer a written notice of such election. In such event, the Effective Date of termination shall be thirty (30) days from the date of such notice. It is expressly understood that Telxi’s right to terminate this Agreement shall be in addition to any other remedies available to Telxi, whether at law or in equity and shall not prejudice or limit Telxi’s right to take any other action available to it.

DESCRIPTION OF SERVICES

1.1 General Description

Telxi provides Voice over Internet Protocol (“VoIP”) services, which include local, nationwide, and international calling. Additionally, Telxi offers hosted billing services as a secondary service. The Services consist of a combination of software solutions, products, networks, services, and hosting facilities. Telxi may periodically add, modify, or delete features or advanced features to its Voice Services at its sole discretion.

1.2 VoIP Services

Telxi’s Voice Service is a premium voice communication service that uses Internet Protocol (“IP”) technology to carry voice communication over high-speed internet access, also known as broadband internet service. The Voice Service is distinct from standard Local, Local Toll, and Long-Distance services. Telxi’s Voice Service does not support 0+ calling, collect, third-party billing, or calling card calling. Furthermore, Telxi’s Voice Service may not support 900, e911, 911, 411, 311, 511, and/or other x11 services in one or more (or all) service areas. Telxi’s Voice Service does not connect calls to phone numbers in Area Code/Prefix combinations used by third-party Reverse Billing Services. Telxi may remotely access the Customer’s VoIP devices and network to enable compatibility with the Voice Services provided herein.

1.3 Regulatory Treatment

Telxi’s Voice Service is subject to different regulatory treatment than telephone service, and this treatment may limit or otherwise affect the Customer’s rights of redress before Federal, State, or Provincial telecommunications regulatory agencies. The Customer acknowledges and agrees that Telxi is not a telephone service provider.

1.4 Service Constraints

The Customer acknowledges and agrees that the Services are contingent on ongoing availability. The Customer further acknowledges and agrees that Telxi reserves the right, at its sole reasonable discretion, to not offer a Service in or to any specific jurisdiction, location, or country, or to restrict Services to or from any particular jurisdiction, location, or country.

The Customer acknowledges and agrees that the Service: (i) is not designed to serve as a primary phone service replacing conventional landline or mobile phone service; (ii) may not be compatible with all types of communication devices; (iii) may be subject to distinct regulatory approaches compared to other similar services, which could impact Customers’ rights and responsibilities when dealing with regulatory agencies and other government entities.

For the avoidance of doubt, the Services are provided to business Customers only. Telxi does not provide Services directly to individual consumers or end users. Customers are solely responsible for any use of the Services by their end users and for ensuring such use complies with this Agreement and all applicable laws.

2. Billing and Fees

2.1 Payment Authorization

By subscribing to Telxi services, you authorize us to collect payment, including Early Termination Fees, late fees, check return fees, recovery fees, and other outstanding charges, from your payment method. This authorization will remain valid for 30 calendar days after you terminate our authority to charge your payment method.

2.2 Fees

The fees for our services are detailed in our Rate Decks, which are incorporated herein by reference. You are responsible for selecting a Rate Deck that meets your needs from the available options. Certain fees and charges associated with our services will be outlined in each service’s respective Order Form or other policies or rate decks we furnish from time to time, all of which may be amended by Telxi at its sole discretion. We reserve the right to modify any fees and/or rates with seven (7) days notice.

2.3 Payment Disputes

If you dispute an invoice, you must pay the undisputed amounts and provide written notice of the disputed amounts. Failure to dispute a charge within a 30-day period constitutes an irrevocable waiver of your right to dispute the charge unless otherwise provided by law. We will attempt to resolve the dispute in good faith for 30 days from the notice. If any charges remain in dispute at the end of the 30-day period, you must pay the full amount due within 10 days, or we may exercise any available remedies for breach (without regard to any further notice requirement or opportunity for cure under this Agreement, which shall be deemed waived).

2.4 Non-Payment

If you fail to deliver full payment for all billed charges by the due date, we may restrict, suspend, or terminate your use of the services. We may also apply any deposits or other payments made by you. If we restrict, suspend, or terminate your services, we may, at our sole discretion, choose to restore your services prior to the payment of all charges due. Such restoration shall not be construed as a waiver of our right to receive full payment for all charges due or again restrict, suspend or terminate the Services at any time for non-payment of unpaid charges.

2.5 Credit Card & ACH Payment Terms

If you are paying by credit card, you authorize Telxi to charge the credit card indicated in the authorization form according to the terms outlined in this agreement. The authorization will remain in effect until you cancel it in writing. You agree to notify us in writing of any changes in the account information or termination of this authorization at least 15 days prior to the next billing date. Credit cards by default will be charged on the 1st business day of each month or other mutually agreed-to billing cycle. Charges will be for the full amount due for services provided by Telxi. No prior-notification will be required.

2.6 Penalties and Fines

Telxi may enforce fines and penalties and terminate the Customer’s account if found to be phishing, spoofing CLID, or providing unacceptable responses to Tracebacks or complaints. The following fees apply:

2.7 Monthly Service Fees

Telxi will issue a monthly invoice for the services provided to the Customer on the 1st day of each calendar month. The monthly bill will include various charges, which may include activation fees, monthly service fees, local and international voice call charges, advanced feature charges, addon products, and taxes. The monthly service fee will be charged in advance according to the applicable Service Order, along with applicable taxes and surcharges. Usage-based charges will be billed monthly in arrears. Telxi reserves the right to bill at more frequent intervals if necessary. Usage charges will be billed in increments that may be rounded up to the nearest minute, except as otherwise specified in the rate schedules.

2.8 Reselling Services

The Customer has the option to resell or rebrand the Services to its own end users (each action defined as a “Resale”). Any further resale by an end user is strictly forbidden.

In association with any Resale, the Customer shall:

• serve as the primary contact for its end users;
• assume full responsibility for the Services’ usage by any end user;
• refrain from making any representations, warranties, or commitments to its end users on behalf of Telxi;
• be solely accountable for ensuring that its end users comply with all applicable laws and the terms of this Agreement;
• be solely responsible for billing, collecting (including handling bad debts), and reporting and remitting all relevant taxes and surcharges.

Telxi shall not be liable to the Customer’s end users for its performance under this Agreement. Telxi has no direct contractual relationship with the Customer’s end users.

The Customer acknowledges that, upon an end user’s request, Telxi may directly provide services to such end user, on terms similar to those offered to the Customer under this Agreement.

If Telxi ceases to provide a Service to the Customer for any reason, the Customer will be solely responsible for delivering the necessary notifications to its affected end users.

The Customer is solely responsible for obtaining and maintaining, at its own expense, all required licences, approvals, and regulatory authority for the use and operation of the Services. The Customer agrees to provide any such documentation to Telxi upon reasonable request.

3. Taxes

Customers are responsible for paying all applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, regulatory fees, and charges. Telxi may pass through to Customers taxes and fees owed by Telxi to the extent permissible by law. Any tax exemptions must be verified and approved by Telxi’s third-party tax consultant. During the validation process, the Customer will be responsible for all taxes and fees incurred.

4. Fraud & Prohibited Conduct

Telxi provides SIP trunking, DID, and international voice services to business Customers. The services are accessible via the Internet using Telxi-provided credentials, and Customers are responsible for securing their credentials. Telxi is not responsible for fraudulent or unauthorized use of the services. Customers are responsible for all charges and costs associated with their accounts, and Telxi may take necessary actions to prevent fraudulent usage. The services cannot be used for any abusive, threatening, fraudulent, or illegal purposes, including but not limited to robocalling, auto-dialing, transmitting pornographic or obscene material, and violating the FTC’s Telemarketing Sales Rule. Customers must provide necessary security equipment and apparatuses to prevent fraudulent or unauthorized use of the services.

4.1 Prohibited Conduct

Customers and their end users are strictly prohibited from using Telxi services for any improper, criminal, or abusive purposes, including but not limited to attempts at phishing, gaining access to financial information improperly, and making calls to numbers on a government Do Not Call List. Customers and their end users are also prohibited from using the services for fraudulent purposes or to avoid paying for the services. The services cannot be used in a manner that interferes with, disrupts, or presents a risk to the services, network, software, property, or security of Telxi, its Customers, its third-party vendors, or other third parties. The services also cannot be used for illegal robocalling or autodialing, transmitting pornographic or obscene material, or violating this Agreement or Telxi’s policies.

4.2 Fraud

Customers are solely responsible for all charges incurred in connection with their accounts, whether authorised, unauthorised, fraudulent, or otherwise. Telxi has no duty to investigate the authenticity of usage charged to a Customer’s account, take action to prevent fraudulent usage, or be liable for any fraudulent usage billed to a Customer’s account. If a Customer becomes aware of stolen or fraudulently used services, it must immediately notify Telxi in writing or by calling Telxi customer care. Until stolen or fraudulent use of services is reported, Customers are responsible for all usage charges attributable to their accounts, even if incurred as the result of fraudulent or unauthorized use by third parties. Customers are solely responsible for securing all passwords and access numbers to prevent unauthorized access to the services by third parties. Telxi may take necessary actions, including blocking access to particular calling numbers or geographic areas, without notice to the Customer, to prevent fraudulent usage. Customers acknowledge and agree to save, defend, indemnify, and hold Telxi harmless from all claims, costs, liabilities, and damages arising out of such fraudulent or unauthorized use.

5. Cancellation of Services

Either Telxi or the Customer may cancel the Voice Service. Telxi may discontinue the service, block access to the Telxi network, and cancel the account without any responsibility and without notice to prevent or protect against fraud or to protect Telxi’s personnel, agents, facilities, or services. Telxi may take such action if:

(a) the Customer breaches any terms of this Agreement, including the Acceptable Use Policy; (b) the Customer’s usage of the service is against the law or disruptive, adversely impacting or causing a malfunction to the Service, Telxi’s servers or other equipment, or the use and enjoyment of other Customers; (c) the Customer acts in an abusive or menacing manner when dealing with Telxi’s technical support staff, customer service staff, or any other Telxi employees or representatives; (d) Telxi receives an order from a court of competent jurisdiction to terminate a Customer’s Service; or (e) Telxi for any reason ceases to offer the Service, then Telxi may terminate or suspend such Customer’s Service immediately without notice. For a termination in accordance with this paragraph, the Customer remains liable for all unpaid fees and other charges accrued or otherwise payable under the terms of this Agreement.

A Customer may terminate this Agreement at any time by providing Telxi with a written termination request that includes the account number, main username, date of cancellation, submitted via email to: support@telxi.com.

The thirty-day written notice period begins on the date Telxi receives the Customer’s valid written termination request. Even after termination, Services will remain in effect until the effective date of termination, and the terms of this Agreement and applicable Service Orders will continue to apply to such services. The Customer must discontinue using all Telxi services, including telephone numbers, log-ins, voicemail access numbers, or any web portal sites provided for Telxi Customers, upon termination or cancellation of Services. Cancelling the service will also result in the cancellation of any ancillary services provided by Telxi.

Telxi may refuse to accept a Customer’s application for renewal or re-subscription following the termination or suspension of such Customer’s use of the Service at Telxi’s sole discretion. Upon termination of a Customer’s use of the Service, Telxi has the right to immediately delete all data, files and other information stored in or for the Customer’s account without further notice to the Customer subject to Telxi’s obligations under Section 8.4.

6. Emergency Services and Accessibility

6.1 Voice over Internet Protocol (VoIP) and 911 Services

VoIP services allow you to make or receive telephone calls over the Internet to or from the public switched telephone network similar to traditional telephone service, yet there are important distinctions that the Customer needs to be aware of. The Customer acknowledges and agrees that differences exist between traditional telephone service and IP-based voice services and that emergency calls may be handled differently than emergency calls placed with traditional telephone service. Customer expressly consents to the limitations of the E911/911 services, including without limitation, those described herein, and should consider alternate means for accessing traditional emergency services.

6.2 Customer Responsibilities

Customer acknowledges that the E911/911 services may not be available in the event of a power failure, fraudulent use, failure of Customer’s equipment, service outage, or network or Internet congestion or outage, and Customer accepts the responsibility of confirming that its end users have the means to make emergency calls in such circumstances. Customer further acknowledges and agrees that the E911/911 services rely on the networks, products, services and operations of third parties, including telecommunications carriers and Public Safety Answering Points (“PSAP”), and Telxi is not responsible for the acts or omissions of any such third parties. Customer also agrees to notify its end users of the nature and limitations of the E911/911 services as described herein. Telxi will not be liable for any loss or damage (financial or otherwise) where Customer fails to do so.

6.3 Provision of E911/911 Services

The provision of E911/911 shall be conditioned on Customer providing Telxi with accurate location data, call back number, valid address or any other information required and requested by Telxi in order to provide the E911/911 services. Customer shall provide this information in a timely manner and in a format required or requested by Telxi. Customer shall update this information whenever necessary to reflect changes. The Parties understand and acknowledge that should Customer fail to provide any such information, Telxi may not be able to provide the E911/911 services, in whole or in part. Customer agrees to release, indemnify and defend Telxi and all of its affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives from any and all claims that may arise from Customer’s failure to satisfy this section.

6.4 Limitation of Liability

Customer acknowledges and agrees that Telxi, its affiliates, directors, officers, employees, agents, underlying local provider(s) or other public or private agencies and any third-party providers will not be liable for any injury, death or damage to persons or property, or any other claim arising directly or indirectly out of, or relating in any way to the E911/911 services, except to the extent such claims arose from Telxi’s gross negligence, recklessness or wilful misconduct.

6.5 IP Desk Phones and Soft Phones

For E911/911 services provided in the United States of America, the Customer affirmatively acknowledges (and agrees to maintain similar affirmative acknowledgements from its end users) that Telxi does not provide traditional E911/911 services and that the services are subject to the following limitations:

1. a) Emergency Service Personnel May Lack Automatic Access to Caller’s Number or Location. Unlike conventional 911 services, when a Customer’s end user contacts 911 using IP Desk Phones or Soft Phones, emergency responders may not have immediate access to the caller’s phone number or physical address.
2. b) Incorrect Service Address Registration May Lead to Misdirected Emergency Calls. If a Customer or end user provides a wrong physical address, emergency calls may be directed to an inappropriate emergency service provider.
3. c) Mismatched Telephone Numbers and Geographic Locations Can Result in Emergency Call Issues. Emergency service personnel cannot accurately determine a location through Telxi’s system, so it is crucial to keep the location registration up-to-date.
4. d) Moving Equipment Without Updating the Registered Location May Lead to Emergency Call Issues. It is essential to accurately register the location of IP Desk Phones or Soft Phones every time they are relocated.
5. e) Failure to Re-register New Location or Calling 911 Within 48 Hours of Updating the Location May Cause Problems. Location updates may take up to 48 hours to be reflected in Telxi’s records.

6.6 High-Speed Internet Connection Required

Customer understands, acknowledges, and agrees that a high-quality, high-speed internet connection is required to use the services. Telxi is not providing an internet connection to Customers. Telxi does not control and is not responsible for: the Customer’s internet connection; the quality of the Customer’s internet connection; any third-party products and/or services related to the Customer’s internet connection; or problems with the services that are caused by or related to the Customer’s internet connection.

CRITICAL E911 NOTIFICATION

Voice over Internet Protocol (VoIP) in relation to 911 services is subject to certain limitations and differences when compared to traditional telephone services. By using VoIP services, the Customer expressly consents to these limitations and acknowledges the responsibility to confirm that its end users have the means to make emergency calls under various circumstances. The provision of E911/911 services depends on the Customer providing accurate location data, call back number, valid address, or any other information required and requested by Telxi.

911 Connection Issues may arise from: (a) malfunction of system access equipment; (b) incorrect configuration settings; (c) power outages or disruptions; (d) telecommunication carrier disruptions; (e) termination or suspension of services; (f) internet-related issues including network congestion, loss, or deterioration of Internet services. Due to the limitations of contacting 911 via VoIP, it is best practice to use a traditional phone service to call 911, where possible.

7. Fair Use Policy

The Fair Use Policy (FUP) applies to Metered Services and Unlimited Services offered by Telxi, including, but not limited to, unlimited calls or unlimited minutes or Metered Services with specific channel allowance. Telxi may enforce the FUP when, in its reasonable opinion, the Customer’s usage of Telxi’s Unlimited Services is excessive or unreasonable, as outlined below.

7.1

Fair Use excludes activities such as auto-dialing, constant call forwarding, telemarketing, and call centres as they create port-congestion and might impact every other customer of Telxi and thus they are forbidden.

7.2 Limitation of Liability

Telxi shall not be liable for any indirect, incidental, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with the enforcement of the Fair Use Policy, whether in an action in contract or tort, even if Telxi has been advised of the possibility of such damages.

7.3

If the Customer’s usage of Unlimited Services significantly exceeds estimated usage patterns over any month or is inconsistent with typical usage patterns, the Customer’s usage will be deemed excessive or unreasonable.

7.4

If the Customer’s usage is excessive or unreasonable, Telxi will notify the Customer of a breach of the FUP. The Customer will be asked to cease or modify their usage to comply with Telxi’s Fair Use Policy or be offered an alternative per-minute plan, where the FUP does not apply.

7.5

If the Customer’s excessive or unreasonable usage persists after receiving a request to cease or modify such usage, Telxi may, without further notice, apply per-minute charges to the Customer’s account for the excessive and/or unreasonable portion of usage; suspend, modify, or restrict the Customer’s use of the Services; or revoke the Customer’s access to the Services.

8. Data Protection and GDPR

8.1 Definitions

For the purposes of this Section 8, the following terms have the meanings given below:

• “Applicable Data Protection Law” means Regulation (EU) 2016/679 (the General Data Protection Regulation, “GDPR”), the UK GDPR as retained under the Data Protection Act 2018, and any applicable national implementing legislation, the Law Providing for the Protection of Natural Persons with Regard to the Processing of Personal Data and for the Free Movement of Such Data of Cyprus (Law 125(I)/2018), and any other applicable national or international data protection legislation as amended or replaced from time to time.
• “Personal Data”, “Controller”, “Processor”, “Processing”, “Data Subject”, “Personal Data Breach”, and “Supervisory Authority” shall have the meanings given to them in the GDPR.
• “Customer Personal Data” means any Personal Data provided to Telxi by the Customer, or processed by Telxi on behalf of the Customer, in connection with the Services.

8.2 Roles of the Parties

The Parties acknowledge that the allocation of data protection responsibilities depends on the nature of the Personal Data being processed in connection with the Services:

• Where Telxi processes Personal Data solely for the purposes of providing the Services in accordance with the Customer’s instructions, Telxi shall act as Processor and the Customer shall act as Controller in respect of such Customer Personal Data.
• Where Telxi processes Personal Data for its own purposes (including account management, billing, fraud prevention, and network security), Telxi shall act as an independent Controller of such data. Telxi’s processing in this capacity is governed by its Privacy Policy, available at Telxi.com.
• Where the Parties jointly determine the purposes and means of Processing, they may be considered Joint Controllers, and the Parties shall enter into a separate written arrangement to reflect this, as required by Article 26 GDPR.

8.3 Customer Obligations as Controller

Where the Customer acts as Controller, the Customer warrants and undertakes that:

• it has a lawful basis under Applicable Data Protection Law for sharing Customer Personal Data with Telxi and for instructing Telxi to process such data;
• it has provided all required privacy notices to, and obtained all necessary consents from, Data Subjects whose Personal Data is provided to Telxi;
• the instructions it gives to Telxi regarding the Processing of Customer Personal Data comply with Applicable Data Protection Law;
• it shall promptly inform Telxi of any changes to its instructions that may affect Telxi’s processing obligations.

8.4 Telxi Obligations as Processor

Where Telxi acts as Processor, Telxi shall:

• process Customer Personal Data only on documented instructions from the Customer, unless required to do so by applicable law, in which case Telxi shall inform the Customer of that legal requirement before processing (unless prohibited by law);
• ensure that persons authorised to process Customer Personal Data are subject to binding confidentiality obligations;
• implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 GDPR;
• not engage any sub-processor without the prior written authorisation of the Customer, whether specific or general. Where general authorisation is given, Telxi shall inform the Customer of any intended changes and give the Customer a reasonable opportunity to object;
• assist the Customer, insofar as reasonably practicable, in fulfilling the Customer’s obligations to respond to Data Subject requests under Chapter III GDPR;
• assist the Customer in ensuring compliance with Articles 32 to 36 GDPR (security, breach notification, data protection impact assessments, and prior consultation);
• at the Customer’s choice, delete or return all Customer Personal Data upon termination of the Agreement, and delete any existing copies unless retention is required by applicable law;
• make available to the Customer all information reasonably necessary to demonstrate compliance with the obligations set out in this Section 8, and allow for and contribute to audits conducted by the Customer or a mandated auditor, subject to reasonable prior notice and confidentiality obligations.

8.5 Personal Data Breaches

Telxi shall notify the Customer without undue delay, and in any event within seventy-two (72) hours, upon becoming aware of a Personal Data Breach affecting Customer Personal Data processed by Telxi as Processor. Such notification shall include, to the extent available: (i) a description of the nature of the breach; (ii) the categories and approximate number of Data Subjects and records concerned; (iii) the likely consequences of the breach; and (iv) the measures taken or proposed to address the breach.

The Customer shall be responsible for notifying the competent Supervisory Authority and affected Data Subjects of any Personal Data Breach, to the extent required under Applicable Data Protection Law, and Telxi shall provide reasonable assistance in this regard.

8.6 International Data Transfers

Telxi shall not transfer Customer Personal Data to any country outside the European Economic Area (“EEA”) without ensuring that an adequate level of protection is afforded to such data in accordance with Applicable Data Protection Law. Where no adequacy decision exists, such transfers shall be subject to appropriate safeguards, such as Standard Contractual Clauses adopted by the European Commission, or other mechanisms permitted under GDPR.

8.7 Data Subject Rights

Each Party shall, in its capacity as Controller, be responsible for responding to Data Subject rights requests (including rights of access, rectification, erasure, restriction, portability, and objection) in respect of Personal Data for which it is the Controller. Where Telxi receives a Data Subject request that relates to Customer Personal Data processed as Processor, Telxi shall promptly forward such request to the Customer and shall not respond to the Data Subject directly except on the Customer’s instructions or as required by law.

8.8 Data Protection Contact

Any queries or requests relating to the processing of Personal Data under this Agreement should be directed to Telxi’s data protection contact at: legal@telxi.com. Telxi’s Privacy Policy, available at Telxi.com, sets out further details of Telxi’s data processing practices in its capacity as Controller.

9. Limitation of Liability

9.1 Telxi Services

This Agreement governs the provision of Telxi’s SIP trunking, DID, and international voice services (“Services”) to business Customers. Telxi provides the Services on an “as is” and “as available” basis, subject to the terms and conditions set forth in this Agreement.

9.2 No Guarantee of Uninterrupted Service

Telxi does not guarantee uninterrupted or error-free Services or the successful delivery of all attempted communications. Telxi does not warrant or represent that the Services will meet Customer’s requirements, specifications, expectations, or be timely, secure, or error-free. Customers acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of communication facilities.

9.3 Customer’s Use of Services

Customers agree to use the Services lawfully and in compliance with all applicable laws, regulations, and Telxi policies. Customers are responsible for ensuring that their use of the Services does not interfere with Telxi’s ability to provide Services to other Customers or any other person, or cause damage to Telxi’s network or systems.

9.4 Changes to Services

Telxi reserves the right to modify, update, or discontinue any aspect of the Services, in whole or in part, at any time and without notice to Customers. Telxi will not be liable to Customers or any third party for any modification, suspension, or discontinuance of the Services.

9.5 Equipment and Software

Equipment and software provided by Telxi to facilitate the use of the Services are offered on an “as is” and “as available” basis, without any warranty or representation. Telxi makes no warranty that the equipment and software will be free from defects, errors, or interruptions in service.

9.6 Limitation of Liability

To the maximum extent permitted under applicable law, neither Telxi, its affiliates, partners, nor any of their representatives shall be liable for any incidental, consequential, special, punitive, exemplary, or cover damages, loss of profits, revenues or goodwill, loss or corruption of data, business interruption, or delay in performance arising from or in connection with this Agreement or the Services provided thereunder. This limitation applies regardless of the cause of action and whether or not Telxi has been advised of the possibility of such damages. Nothing in this clause limits liability for breaches of Applicable Data Protection Law.

9.7 No Warranties

Except as expressly provided in this Agreement, Telxi disclaims all warranties related to the Services and equipment, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.8 Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are caused by events beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers. As a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice with full details. In the event of such delay, the date of delivery or time for completion of performance will be extended for a period equal to the time lost by reason of the delay.

9.9 Indemnification

The Customer agrees to indemnify, defend, and hold harmless Telxi, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) the Customer’s use of the Services; (ii) any breach or alleged breach of this Agreement by the Customer; (iii) any violation or alleged violation of any applicable law, rule, or regulation by the Customer or its end users; or (iv) any failure by the Customer to comply with its obligations under Applicable Data Protection Law.

9.10 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Cyprus, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve any dispute within thirty (30) days of the commencement of negotiations, either party may submit the dispute to binding arbitration or litigation, as agreed upon by the parties.

9.11 Entire Agreement

This Agreement, together with any Order Forms, schedules, or exhibits referenced herein or attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral, with respect to such subject matter.

9.12 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.

9.13 No Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is to be asserted.

9.14 Assignment

The Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Telxi, which consent may be granted or withheld at Telxi’s sole discretion. Telxi may assign or transfer its rights or obligations under this Agreement without the Customer’s consent.

9.15 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, sent by email, or three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the addresses specified in this Agreement.

9.16 Amendments

This Agreement may be amended or modified only by a written instrument signed by both parties.

9.17 Independent Contractors

The relationship between Telxi and the Customer is that of independent contractors. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

9.18 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with applicable law) and any counterpart so delivered shall be deemed duly and validly delivered.

9.19 Survival

Any provision of this Agreement that, by its nature or terms, is intended to survive the termination or expiration of this Agreement shall so survive, including without limitation Sections 4, 8 (Data Protection and GDPR), 9.6 (Limitation of Liability), 9.9 (Indemnification), and 9.10 (Governing Law and Dispute Resolution).