1. Introduction

These Terms and Conditions (the “Agreement”) govern the use of services and products provided by Telxi LTD, or any other related company or affiliate of the  Intergo Telecom  Group (collectively “Telxi”, “we”, “us”, “our”) to its customers.

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.

You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of an additional contract conflict with any provisions of these Terms, the provisions of those additional contracts will control and prevail.

2. Binding

By registering with, accessing, or otherwise using this website or our Services, you hereby agree to be bound by these Terms and Conditions. The use of this website implies knowledge and acceptance of these Terms and Conditions. In some particular cases, we may also ask you to explicitly agree.

By accepting these Terms and Conditions, you represent and warrant that: (i) you are a duly authorised representative of a business or legal entity; (ii) you have the authority to bind that entity to these Terms and Conditions; and (iii) the entity on whose behalf you are acting is a business or legal entity and not an individual consumer.

3. Electronic Communication

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications be in writing.

4. Intellectual Property

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

Unless specific content dictates otherwise, you are not granted a licence or any other right under Copyright, Trademark, Patent, or other intellectual property rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialise any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

5. Newsletter

Notwithstanding the foregoing, you may forward our newsletter in electronic form to others who may be interested in visiting our website.

6. Third-Party Property

Our website may include hyperlinks or other references to other parties’ websites. We do not monitor or review the content of other parties’ websites that are linked to this website. Products or services offered by other websites shall be subject to the applicable terms and conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us. We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

7. Responsible Use

By visiting our website and using our Services, you agree to use them only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or Services to:

• use, publish or distribute any material which consists of (or is linked to) malicious computer software;
• use data collected from our website for any direct marketing activity without a valid lawful basis under Applicable Data Protection Law;
• conduct any systematic or automated data collection activities on or in relation to our website without our prior written consent.

Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website or Services is strictly prohibited.

8. Idea Submission

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate, and distribute your content in any existing or future media.

9. Termination of Use

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension, or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any content you have contributed or have come to rely on are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

10. Warranties and Liability

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the content. We make no warranty that: this website or our content will meet your requirements; or that this website will be available on an uninterrupted, timely, secure, or error-free basis.

Nothing on this website constitutes or is meant to constitute legal, financial, or medical advice of any kind. If you require advice, you should consult an appropriate professional.

To the maximum extent permitted by applicable law, in no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website or Services. Our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action, will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions, and causes of action of every kind and nature.

11. Privacy and Data Protection

To access our website and/or Services, you may be required to provide certain information about yourself and/or your organisation as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

We have developed a Privacy Policy to address any privacy concerns you may have. For more information, please see our Privacy Policy and our Cookie Policy, available at Telxi.com.

As Telxi provides its Services exclusively to businesses and legal entities, any personal data you provide to us in the context of these Terms will relate to you in your capacity as a representative or authorised user of a business Customer. The processing of such personal data is governed by our Privacy Policy.

12. Data Protection and GDPR

Both Parties shall comply with all applicable data protection legislation, including Regulation (EU) 2016/679 (the “GDPR”), the Law 125(I)/2018 of the Republic of Cyprus, and any other applicable national implementing legislation (together “Applicable Data Protection Law”).

12.1 Customer as Controller

Where you, as a business Customer, share personal data with Telxi or instruct Telxi to process personal data in connection with the Services, you act as the Controller of such personal data. You warrant and undertake that:

• you have a lawful basis under Applicable Data Protection Law for sharing personal data with Telxi and for any processing instructions you give to Telxi;
• you have provided all required privacy notices to, and obtained all necessary consents from, any individuals whose personal data you share with Telxi;
• your use of the Services does not cause Telxi to process personal data in breach of Applicable Data Protection Law.

12.2 Telxi as Processor

Where Telxi processes personal data on your behalf and on your instructions in connection with the provision of the Services, Telxi acts as a Processor. Telxi’s obligations as Processor, including security measures, sub-processor arrangements, breach notification, data subject rights assistance, and data deletion or return on termination, are set out in Section 8 of the Master Service Agreement. Where no MSA is in place, Telxi shall process such personal data only on your documented instructions, implement appropriate technical and organisational security measures, and notify you without undue delay upon becoming aware of a personal data breach affecting your data.

12.3 Telxi as Controller

Telxi processes certain personal data relating to Customer representatives and contacts for its own purposes (including account management, billing, fraud prevention, and service improvement). Such processing is governed by Telxi’s Privacy Policy, available at Telxi.com.

12.4 Prohibited Processing

You must not use the Services to process personal data in a manner that violates Applicable Data Protection Law, including but not limited to:

• processing personal data without a lawful basis under Article 6 GDPR;
• processing special categories of personal data within the meaning of Article 9 GDPR without explicit consent or another valid legal basis;
• transferring personal data to a country outside the EEA, or the UK without adequate safeguards as required under Chapter V GDPR;
• using the Services to carry out automated decision-making with significant legal or similar effects on individuals without the safeguards required under Article 22 GDPR.

12.5 Indemnification

You agree to indemnify, defend and hold Telxi harmless from and against any claims, penalties, fines, liabilities, damages, costs and expenses (including reasonable legal fees) arising from: (i) your failure to comply with Applicable Data Protection Law in connection with your use of the Services; or (ii) any processing of personal data carried out by Telxi on your instructions that results in a breach of Applicable Data Protection Law due to those instructions.

12.6 Contact

Any data protection queries relating to these Terms or the use of the Services should be directed to: legal@telxi.com.

13. Accessibility

We are committed to making the content we provide accessible to individuals with disabilities. If you have a disability and are unable to access any portion of our website due to your disability, we ask you to give us notice including a detailed description of the issue you encountered. If the issue is readily identifiable and resolvable in accordance with industry-standard information technology tools and techniques, we will promptly resolve it.

14. Export Restrictions / Legal Compliance

Access to the website from territories or countries where the content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of the Republic of Cyprus and applicable EU export control legislation.

15. Assignment

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and Conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this section will be null and void.

16. Breaches of These Terms and Conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commencing legal action against you.

17. Indemnification

You agree to indemnify, defend and hold us harmless from and against any and all claims, liabilities, damages, losses and expenses relating to your violation of these Terms and Conditions and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

18. Waiver

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

19. Language

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

20. Entire Agreement

These Terms and Conditions, together with our Privacy Policy, Cookie Policy, and any applicable Master Service Agreement and Service Orders, constitute the entire agreement between you and Telxi in relation to your use of this website and the Services.

21. Updating of These Terms and Conditions

We may update these Terms and Conditions from time to time. It is your obligation to periodically check these Terms and Conditions for changes or updates. The date provided at the beginning of these Terms and Conditions is the latest revision date. Changes to these Terms and Conditions will become effective upon such changes being posted to this website. Your continued use of this website and the Services following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions.

22. Choice of Law and Jurisdiction

These Terms and Conditions shall be governed by the laws of Cyprus. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of Cyprus. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

23. SMS Terms

By providing a mobile phone number and agreeing to receive text messages from us, you agree to the following terms:

• Consent to SMS: By providing a mobile phone number, you consent to receive text messages from us related to our Services. You confirm that you are providing this number in your capacity as an authorised representative of a business Customer.
• Costs and frequency: We do not charge fees for text messages sent by us. The frequency of text messages may vary depending on the Services requested.
• Opt-out options: You have the option to unsubscribe from receiving text messages by sending a text message with the word “STOP” to our messaging number.
• Data Protection: Any personal data collected in connection with SMS communications will be processed in accordance with our Privacy Policy and Applicable Data Protection Law.

24. Contact Information

This website is owned and operated by Telxi LTD, Offices 102-103, 17 Tepeleniou Str., 8010, Paphos, Cyprus. You may contact us regarding these Terms and Conditions by email at: legal@telxi.com or through our contact page at Telxi.com.