GENERAL TERMS AND CONDITIONS FOR SMARTDI SERVICES (“GTC”)

1. DEFINITIONS

The meanings of capitalized terms can be found in the Glossary provided at the end of this document.

PROVISION OF SERVICE AND RESTRICTIONS

2.1 Service Provision

SMARTDI shall make the Service available to the Customer, subject to the terms outlined in the Agreement.

2.2 Grant of Rights

SMARTDI grants the Customer a non-exclusive and non-transferable right to use the Service in accordance with the terms of the Agreement, solely for the Customer’s internal business operations.

2.3 Acceptable Use Policy

Regarding the Service, the Customer shall not:

(a) Disassemble, decompile, reverse-engineer, copy, translate, or create derivative works unless such rights cannot be validly waived by law.

(b) Market, rent, sell, lease, or use the Service for non-civilian purposes.

(c) Transmit any unlawful content or data, including unlawful voice calls, or infringe upon any intellectual property rights.

(d) Circumvent or compromise the operation or security of SmartDI’s systems.

2.4 Monitoring

SMARTDI reserves the right (without any obligation, except as allowed by applicable law) to monitor the use of the Service for the following purposes:

(a) To comply with applicable laws, regulations, or governmental requests, including disclosing Customer Data in accordance with such requirements.

(b) To verify the Customer's compliance with the Agreement.

(d) To provide and support the Service.

(e) As approved or requested by the Customer.

2.5 Compliance

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1. DEFINITIONS The meanings of capitalized terms can be found in the Glossary provided at the end of this document. PROVISION OF SERVICE AND RESTRICTIONS 2.1 Service Provision SMARTDI shall make the Service available to the Customer, subject to the terms outlined in the Agreement. 2.2 Grant of Rights SMARTDI grants the Customer a non-exclusive and non-transferable right to use the Service in accordance with the terms of the Agreement, solely for the Customer’s internal business operations. 2.3 Acceptable Use Policy Regarding the Service, the Customer shall not: (a) Disassemble, decompile, reverse-engineer, copy, translate, or create derivative works unless such rights cannot be validly waived by law. (b) Market, rent, sell, lease, or use the Service for non-civilian purposes. (c) Transmit any unlawful content or data, including unlawful voice calls, or infringe upon any intellectual property rights. (d) Circumvent or compromise the operation or security of SmartDI’s systems. 2.4 Monitoring SMARTDI reserves the right (without any obligation, except as allowed by applicable law) to monitor the use of the Service for the following purposes: (a) To comply with applicable laws, regulations, or governmental requests, including disclosing Customer Data in accordance with such requirements.

(b) To verify the Customer's compliance with the Agreement.

(d) To provide and support the Service.

(e) As approved or requested by the Customer.

2.5 Compliance

The Customer shall promptly provide any information requested by SMARTDI relating to Customer Data or the Customer’s use of the Service:

(a) To assess the Customer's compliance with the Agreement.

(b) In response to requests from regulatory, governmental, or statutory bodies.

2.6 Operating Instructions

The Customer shall use the Service in accordance with the operating guidelines and policies provided by SMARTDI concerning the use of the Services.

2.7 Service Suspension

SMARTDI may suspend the use of the Service:

(a) To comply with applicable laws or regulations.

(b) For maintenance or repair to the SMARTDI Network, whether planned or emergency.

(d) If the use of the Service breaches the Agreement or exposes SMARTDI to legal liability.

(e) If, at SMARTDI’s sole discretion, not suspending the Service would materially harm the Services or SMARTDI’s ability to provide them.

(f) If SMARTDI is unable to provide the Service due to termination or alteration of SMARTDI’s relationship with any third party or the termination or suspension of any necessary license or authorization.

SMARTDI will notify the Customer of the suspension promptly (email permitted). The suspension will be limited in time and scope to a reasonable extent under the circumstances, and the Service will be resumed once the cause of the suspension is remedied. If the suspension results from the Customer’s actions or inactions, SMARTDI will resume the Service after the Customer remedies the cause and the Customer will be liable for any applicable reconnection charges or, if no charge is specified, the Customer shall reimburse SMARTDI for all reasonable costs and expenses incurred in resuming the Service. Furthermore, if the Customer does not remedy the cause of the suspension within thirty (30) days, SMARTDI may terminate the Agreement.

2.8 Third Party Services and Applications

The Service may include integrations with web services, software, and/or applications provided by third parties (excluding SMARTDI or its Affiliates). The use of such third-party services and applications is subject to the respective terms and conditions of those third parties.

2.9 Anti-Fraud Measures

SMARTDI implements measures to identify and prevent fraud and illegal practices during the use of the Service, including verification of links inserted by the Customer. However, SMARTDI does not guarantee to block or prevent the transmission of fraudulent messages or voice calls. The Customer is responsible for ensuring that its account is not used for fraudulent purposes. In the event of fraud, including artificially inflated traffic originating from the Customer, such circumstances will not excuse the Customer’s payment obligations under the Agreement.

3. SMARTDI’S OBLIGATIONS

3.1 Service Provisioning

SMARTDI is responsible for providing access to the Service as specified in the Order Form.

3.2 Service Support

SMARTDI will offer support for the Service as outlined in the Order Form.

3.3 Service Modifications

(a) SMARTDI reserves the right to make modifications to the Service. When such modifications are made, SMARTDI will notify the Customer through various means, including email, the support portal, release notes, Documentation, or the Service itself. Email notifications will be used for modifications that are not solely enhancements. Some modifications may include optional new features for the Service, which the Customer may use, subject to the current Supplement and Documentation.

(b) If the Customer finds that a modification made by SMARTDI significantly hampers their use of the Service and is not reasonably acceptable for legitimate business reasons, the Customer has the right to terminate their access to the affected Service. To do so, the Customer must provide written notice to SMARTDI within thirty (30) days of the modification.

3.4 Excluded Events

Notwithstanding any provision in the Agreement, SMARTDI shall not be held liable for any failure or delay in performing its obligations under the Agreement if such failure or delay is caused by an Excluded Event

CUSTOMER’S OBLIGATIONS AND CUSTOMER DATA

4.1 Customer Obligations

The Customer shall:

(a) Comply with all relevant laws and regulations concerning the use of Customer Data and the Service. This includes, but is not limited to, telecommunications laws and regulations, export control laws and regulations, economic, trade, and financial sanctions laws, regulations, embargoes, restricted state lists, or restrictive measures administered.

(b) Obtain all necessary permits, consents, rights, authorizations, or certifications for using the Service and transmitting any Customer Data as part of that use.

(c) Promptly comply with any directives or orders issued by governmental or regulatory authorities regarding Customer Data or the use of the Service. The Customer shall also cooperate with SMARTDI’s requests for assistance in adapting the Service to meet any new requirements or determinations.

4.2 Customer Data

The Customer holds full responsibility for all Customer Data. The Customer grants SMARTDI (including its Affiliates and subcontractors) a non-exclusive, worldwide right to use, modify, adapt, and process Customer Data to analyze, develop, test, operate, provide, and support the Services and products of SMARTDI and its Affiliates. SMARTDI, its Affiliates, and their suppliers do not exercise control over Customer Data and act as a mere conduit in transmitting and handling it.

The Customer acknowledges that any Messages sent through SmartDI are deemed to have been sent and authorized by the Customer.

4.3 Personal Data

Customer shall collect and manage all Personal Data necessary for using the Service and obtain all required consents associated with such Personal Data, in compliance with applicable Data Protection Laws.

4.4 Co-operation

The Customer shall reasonably cooperate with SMARTDI in the supply and support of the Service, including any diagnostic, maintenance, or upgrade activities.

4.5 Access and Security

The Customer is solely responsible for the installation, configuration, security (including firewall security), and integrity of all Customer facilities, systems, equipment, proxy servers, software, networks, network configurations, and related elements used in conjunction with or related to the Service(s) provided by SMARTDI. This includes Customer’s connectivity to any third party. The Customer shall maintain reasonable security standards to protect the SMARTDI Network from unauthorized access, including safeguarding Customer’s passwords from being disclosed to or accessed by third parties. If the Customer becomes aware of any possible or actual unauthorized use, misuse, or access of the Service, they must immediately inform SMARTDI.

4.6 Disaster Recovery

The Customer is solely responsible for all disaster recovery, business continuity, and backup arrangements for their equipment and all Customer Data.

4.7 Test Account

SmartDI may offer the Customer a test account for non-productive testing, demonstration, and evaluation of certain Services. The Customer shall use and access the test account and test Services strictly for non-production testing, demonstration, and evaluation purposes and not for any productive, commercial, or other use. The Customer must not connect the test Services to a productive IT environment. The Customer agrees to comply with any relevant instructions or protocols provided by SmartDI regarding the test account and test Services. SmartDI retains the right to withdraw the test account and test Services at any time, with or without prior notice to the Customer.

FEES AND TAXES

5.1 Fees and Payment

The Customer shall pay the fees specified in the Order Form. If there is non-payment, SMARTDI may suspend the Customer’s use of the Service after providing prior written notice until the payment is made. The Customer cannot withhold, reduce, or set off fees owed during the Term. Interest will accrue on any unpaid invoice at the maximum allowable rate. The fees payable shall be determined based on data recorded or logged by SmartDI and not by the Customer’s records. Invoices issued by SmartDI shall be considered final, conclusive, and binding on the Customer. However, the Customer may dispute an invoice in writing and in good faith within thirty (30) days from the date of the invoice. The Customer must promptly pay any undisputed part of the invoice.

5.2 Taxes

Unless otherwise stated in the Order Form, fees and charges imposed under an Order Form will not include taxes, including withholding taxes, which will be the Customer’s responsibility. The Customer is liable for all taxes, including withholding taxes, except for SMARTDI’s income and payroll taxes. If SMARTDI is required to pay taxes (other than its income and payroll taxes), the Customer shall reimburse SMARTDI for those amounts and indemnify SMARTDI for any taxes and related costs paid or payable by SMARTDI attributable to those taxes.

5.3 Set-off

SMARTDI may set off any sums owed by the Customer under this Agreement or any other agreement with SMARTDI against any sums owed by SMARTDI to the Customer, regardless of the place of payment or currency of such obligations, without prior notice to the Customer.

6.1 Duration.

The duration of this Agreement shall be as specified in the Order Form.

6.2 Termination by Either Party.

Either party may terminate this Agreement under the following circumstances:

(a) Upon providing thirty (30) days written notice to the other party in the event of a material breach by the other party, unless the breaching party remedies the breach within the specified thirty-day period.

(b) Termination may occur with thirty (30) days’ notice in the following cases: (i) as permitted under Sections 3.3(b), 7.3(b), or 8.1(c); or (ii) for any reason specified in those sections.

(c) Immediate termination is allowed if the other party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or materially breaches Sections 11 or 13.6.

6.3 Termination by SMARTDI.

In addition to the termination rights mentioned in Section 6.2, SMARTDI may terminate this Agreement or any specific Service provided hereunder in the following situations: (a) If a network operator, third-party subcontractor, supplier, or interconnected carrier relationship with SMARTDI or its Affiliates is terminated, or support for equipment or a component of service necessary for SMARTDI to provide the Service is discontinued.

(b) In case of any legal, regulatory, or governmental prohibition or limitation affecting the Service.

SmartDI will make reasonable efforts to limit the termination in terms of duration and scope, considering the circumstances. Additionally, SmartDI may immediately terminate the entire Agreement, without prejudice to other clauses in the Agreement and applicable legislation, in the event of any proven illegal practice and/or fraudulent use of the Service.

6.4 Effects of Expiration or Termination.

Upon the effective date of expiration or termination of this Agreement:

(a) Customer’s right to use the Service and all SMARTDI Confidential Information shall cease.

(b) SMARTDI will discontinue providing the applicable Service.

(c) Confidential Information of the disclosing party shall be returned or destroyed as required in writing by the disclosing party.

(d) Customer shall promptly settle all outstanding amounts due under the Agreement.

(e) The termination or expiration of this Agreement shall not affect other agreements between the parties.

6.5 Survival.

The following sections shall survive the expiration or termination of this Agreement: Sections 1, 2.4, 2.5, 5, 6.4, 6.5, 8, 9, 10, 11, and 13.

WARRANTIES
7.1 Compliance with Law.

Each Party warrants its ongoing compliance with all applicable laws and regulations related to its respective activities in connection with (i) SmartDI’s operation of its business related to the Service and (ii) Customer’s use of the Services and the Customer Data.

7.2 Disclaimer.

Except as expressly provided in this Agreement, neither SMARTDI nor its subcontractors make any representations or warranties, and both parties expressly disclaim all representations, warranties, terms, conditions, or statements, whether by statute, common law, or otherwise, including but not limited to implied conditions, warranties, or terms of merchantability, suitability, originality, or fitness for a particular use or purpose. Additionally, neither party makes any representations or warranties of non-infringement or results derived from the use or integration with any products or services provided under this Agreement. Furthermore, there are no guarantees that the operation of any products or services will be secure, uninterrupted, or error-free. Customer acknowledges that the Service has not been specifically designed to meet its or its customers’ individual requirements and that the Service may not be error-free, uninterrupted, or free from unauthorized access. The Service is provided on an «as is» and «as available» basis, unless expressly stated otherwise in this Agreement.

THIRD PARTY CLAIMS
8.1 Claims Brought Against Customer.

(a) SMARTDI will defend Customer against any claims brought by a third party alleging that Customer’s use of the Service infringes or misappropriates a patent claim, copyright, or trade secret right. SMARTDI will indemnify Customer against all damages finally awarded against Customer or any settlement entered into by SMARTDI with respect to these claims.

(b) SMARTDI’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of the Agreement; (ii) use of the Service in conjunction with any product or service not provided by SMARTDI; or (iii) use of the Service provided for no fee.

(c) In the event of a claim described in Section 8.1(a), SMARTDI may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without a material decrease in functionality. If these options are not reasonably available, SMARTDI or Customer may terminate Customer’s access to the affected Service upon written notice to the other.

8.2 Third Party Claim Procedure.

(a) Customer shall promptly notify SMARTDI in writing of any claim.

(b) SMARTDI shall have the right to fully control the defense (and may delegate such claim to its third-party insurer or indemnifier).

(c) Customer shall fully cooperate in the defense of such claim and shall not take any action prejudicial to SMARTDI’s rights.

(d) The Customer shall not undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to SMARTDI’s rights.

8.3 Exclusive Remedy.

The provisions of Section 8 state the sole, exclusive, and entire liability of SMARTDI, its Affiliates, and subcontractors to Customer, and represent Customer’s sole remedy, with respect to third-party claims and the infringement or misappropriation of third-party intellectual property rights.

9. LIMITATION OF LIABILITY

9.1 Full Liability

Both parties agree that they will not exclude or limit their liability for damages resulting from the following:

(a) SMARTDI’s obligations under Section 8.1(a);

(b) Customer’s obligations under any Indemnity;

(d) Fraud or fraudulent misrepresentation;

(e) Death or bodily injury arising from either party’s gross negligence or willful misconduct;

(f) Any failure by Customer to pay any fees due under the Agreement; or

(g) Any liability that cannot be excluded or limited by applicable law.

9.2 Maximum Liability

Subject to Sections 9.1 and 9.3, neither party, nor its respective Affiliates or SMARTDI’s subcontractors, shall be liable under any circumstances for an amount exceeding EUR 10,000 for all events (or series of connected events) arising in any twelve (12) month period. Any «twelve (12) month period» commences on the Term start date or any of its yearly anniversaries. This limitation applies to all claims, including but not limited to breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, and claims by third parties arising from any breach of this Agreement.

9.3 Exclusion of Damages

Subject to Section 9.1, neither party, nor its respective Affiliates or SMARTDI’s subcontractors, shall be liable for the following types of loss or damage arising under or in relation to this Agreement, whether arising out of liability under breach of contract, tort (including negligence), misrepresentation, breach of statutory duty, or claims by third parties arising from any breach of this Agreement:

(a) (i) loss or inaccuracy of data, (ii) loss of profits, (iii) loss of business, (iv) loss resulting from business disruption, (v) loss of contracts, (vi) loss of revenue, (vii) loss of anticipated savings, (viii) loss of goodwill, (ix) loss of reputation, regardless of whether these types of loss or damage listed in this sub-clause (A) are direct, indirect, special, or consequential; or

(b) any special, incidental, consequential, or indirect losses or damages or for exemplary or punitive damages.

Furthermore, SMARTDI will not be liable for any damages caused by any Service provided for no fee.

9.4 Risk Allocation

The Agreement reflects the allocation of risks between SMARTDI and Customer. The fees for the Service have been determined with this allocation of risk and limitations of liability in mind.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership by SMARTDI

SMARTDI, its Affiliates, or licensors own all intellectual property rights related to the Service, Documentation, design contributions, related knowledge or processes, and any derivative works of them, including any feedback Customer may provide to SmartDI about the Service in connection with Customer’s use of the Service. All rights not expressly granted to Customer are reserved to SMARTDI, its Affiliates, and its licensors.

10.2 Customer Ownership

Customer retains all rights in and related to the Customer Data as between Customer and SMARTDI.

10.3 Non-Assertion of Rights

Customer covenants, on behalf of itself and its successors and assigns, not to assert against SMARTDI, its Affiliates, or licensors, any rights or any claims of any rights in any Service or Documentation.

11. CONFIDENTIALITY

11.1 Use of Confidential Information

(a) The receiving party will treat all Confidential Information of the disclosing party with the same level of strict confidentiality as it treats its own Confidential Information, but in no event less than a reasonable standard of care. The receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel or representatives or those of its Affiliates whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of non-disclosure and non-use at least as strict as those in Section 11. Customer will not disclose the Agreement or the pricing to any third party.

(b) Confidential Information of either party disclosed prior to the execution of the Agreement will be subject to Section 11.

(c) The receiving party will promptly return or destroy all Confidential Information upon the disclosing party’s request.

11.2 Exceptions

The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:

(a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;

(b) is available to the public without a breach of the Agreement by the receiving party;

(d) the disclosing party agrees in writing is free of confidentiality restrictions.

11.3 Compelled Disclosure

The receiving party may disclose Confidential Information pursuant to a lawful requirement or request from a court or governmental agency (including pursuant to a stock market rule or regulation). Prior to making any disclosure, the receiving party will (a) give the disclosing party written notice, to the extent commercially practicable and not otherwise prohibited by law, sufficient to allow the disclosing party to seek a protective order or other appropriate remedy, and (b) disclose only that portion of the Confidential Information it is required to disclose, based on advice of its counsel, to comply with such legal requirement, and will use commercially reasonable efforts to obtain confidential treatment for any of the Confidential Information so disclosed.

11.4 Publicity

12.DATA PROTECTION
12.1 Data Controller

The Customer acknowledges that SMARTDI will act as an independent Data Controller concerning the processing of Personal Data necessary for providing communication services and carrying out necessary functions and business as a communication services provider. This includes measures to prevent spam and fraud, as well as measures for network control, security, maintenance, business management, and compliance, all in accordance with applicable Data Protection Laws.

12.2 Data Processor

When SMARTDI processes Personal Data on behalf of the Customer in accordance with Data Protection Laws, SMARTDI will be considered a Data Processor, and the Customer will be the Data Controller as defined in this Agreement and the applicable Data Processing Agreement (DPA).

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(a) The DPA shall apply when SMARTDI acts as a Data Processor under Data Protection Law.

(b) Each Party will comply with applicable Data Protection Laws. The Customer must inform SmartDI in writing about the relevant Data Protection Laws applicable to the processing of Personal Data where the Customer is the Data Controller and SMARTDI is the Data Processor.

(c) The Customer represents, warrants, and ensures that it has the necessary rights, licenses, and consents to provide SmartDI with Customer Data. SmartDI may request evidence of such rights, licenses, and consents as needed and in accordance with the Agreement.

(d) The Customer acknowledges and agrees that SmartDI may retain, store, use, and disclose Customer Data to the extent necessary for providing and improving the Services and meeting applicable legal, accounting, or regulatory requirements. SMARTDI will establish processes to ensure compliance with applicable laws.

13. MISCELLANEOUS
13.1 Severability

If any provision of the Agreement is found to be invalid or unenforceable, it will not affect the validity or enforceability of the other provisions.

13.2 No Waiver
A waiver of any breach of the Agreement does not constitute a waiver of any other breach.

13.3 Electronic Signature
Electronic signatures that comply with applicable law will be considered as original signatures.

13.4 Regulatory Matters
SMARTDI Confidential Information is subject to export control laws of various countries. The Customer will not submit SMARTDI Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export SMARTDI Confidential Information to countries, persons, or entities if prohibited by export laws.

13.5 Notices
All notices will be in writing and considered delivered when sent to the address specified in an Order Form, with a copy to the legal department. SMARTDI may send notices related to the operation or support of the Service electronically to the Customer’s authorized representative or administrator, with such notice deemed given upon dispatch from SMARTDI’s email server.

13.6 Assignment
The Customer may not assign or transfer the Agreement (or any rights or obligations) to any party without SMARTDI’s prior written consent. SMARTDI may assign the Agreement to any of its Affiliates. Any attempted assignment in violation of this provision will be void.

13.7 Subcontracting and Use of Affiliates
SMARTDI may subcontract parts of the Service to third parties and will be responsible for any breaches caused by its subcontractors. SMARTDI may delegate the performance of its obligations under this Agreement to any of its Affiliates.

13.8 Relationship of the Parties
The parties are independent contractors, and the Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between them.

13.9 Rights of Third Parties
This Agreement does not grant any rights to third parties, and third parties are not entitled to enforce any term of this Agreement, except as specifically provided herein.

13.10 Force Majeure
Any delay in performance caused by conditions beyond the reasonable control of the performing party will not be considered a breach of the Agreement. The time for performance will be extended for the duration of such conditions.

13.11 Anti-Corruption
Both parties agree to comply with all applicable anticorruption and bribery legislation. Neither party nor its representatives shall engage in any corrupt practices for the purpose of obtaining commercial advantage or directing transactions.

13.12 Export Regulations
Customer acknowledges that products delivered by SMARTDI under this Agreement may be subject to export and import control or sanctions laws and regulations. Customer represents that it is not on any sanction lists and will use the products only for civil and peaceful purposes.

13.13 Governing Law
The governing law of the Agreement will depend on the location of the Customer. The Agreement will be subject to the laws and courts of the corresponding country, as specified in Section 13.13.

13.14 Entire Agreement
The Agreement, including any Order Form and incorporated documents, constitutes the complete and exclusive agreement between SMARTDI and the Customer regarding the subject matter and supersedes all prior agreements. The parties acknowledge that they have not relied on any representations or assurances not expressly set out in the Agreement. The Agreement may only be modified in writing and signed by both parties.