Service terms and conditions 2.0

1.1. You wish to use INFOBIP services (meaning services as provided under these Terms; hereinafter “Service,” or the “Services”).

1.2. INFOBIP means INFOBIP LTD, a company registered in the United Kingdom and whose registered office is situated at 5th Floor, 35-38 New Bridge Street London EC4V 6BW (hereinafter „INFOBIP“; „We“; „Our“; „Us“).

1.3. You wish to use the Services and We are willing to make the Services available to You subject to and in accordance with these Terms.

2.1. You are entering into a binding agreement. If You accept these Terms of use of Our Service on behalf of Your employer or another person, You confirm that You have the consent of Your employer or that person to act on their behalf. THESE TERMS APPLY TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON INFOBIP’S WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, You may be required to have certain hardware and software, which are Your sole responsibility.

2.2. You are not eligible to accept these Terms or use Our Services if You are not of legal age to form a binding contract with Us or if You are barred by law to use Our Services.

2.3. In the event there is a contract in place between You and INFOBIP for any or all Services used, such contract shall have precedence of application before these Terms.

2.4. Additional or conflicting terms contained in Your purchase order, standardized form or correspondence shall have no force or effect.

The Service enables a Customer to use Our mobile services as set out as part of Your online registration. Any such billable unit under the Services shall be referred in these Terms and Conditions as a “Chargeable Event”.

Any individual Service that You will use under these Terms shall be provided and charged in accordance with the respective particulars, that You accept, as found on https://www.infobip.com/policies/service-description  (the “Service Description“). By accepting these Terms, You accept the application of the Service Description and confirm that you are familiar with them.  INFOBIP reserves the right to change or modify the Service Description at any time and in its sole discretion.

4.1. We will make the Services available to You using reasonable skill and care. You do however acknowledge and agree that the availability of the Services, Your ability to access and/or use the Services and the conducting of any given Chargeable Event may depend upon factors beyond Our reasonable control, including (but not limited to):

• Factors affecting the operation of the Services and/or preventing Chargeable Event from being successfully conducted such as, by way of example, geographical or topographical shortcomings in the network of any telecommunications network operator (“Network Operator”), network capacity, physical obstructions or atmospheric conditions; or
• Factors preventing end-users from receiving Chargeable Events such as, by way of example, the terms and conditions of an end-user’s service provider.

4.2. We cannot therefore guarantee:

• That the Services will be available to You at all times or free from faults or interruptions;
• The receipt by any intended recipient of any Chargeable Event sent using the Services (as applicable).

4.3. WE WILL NOT BE IN ANY WAY LIABLE FOR ANY FAILURE TO MAKE THE SERVICES AVAILABLE TO YOU TO THE EXTENT THAT SUCH FAILURE RESULTS FROM A TECHNICAL OR OTHER FAILURE ON THE PART OF ANY NETWORK OPERATOR OR ANY OTHER EVENT WHICH IS BEYOND OUR REASONABLE CONTROL. WE PROVIDE ALL SERVICES “AS IS” AND “AS AVAILABLE”, AND WE HEREBY DO NOT WARRANT, REPRESENT OR GUARANTEE, WHETHER EXPRESSLY OR BY IMPLICATION, THAT ANY SERVICES ARE FREE OF ERRORS OR INTERRUPTIONS, ALWAYS AVAILABLE, FIT FOR ANY PURPOSE, SECURE OR DO NOT INFRINGE ANY THIRD PARTY RIGHTS.

4.4. We may, at Our sole discretion, alter or improve the Services We provide to You at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.

4.5. It may be necessary from time to time for Us to suspend the Services that We provide to You for routine or emergency maintenance and/or repairs and We will, in so far as it is reasonably possible, provide You with a reasonable period of notice prior to any such suspension.

4.6 We may at Our sole discretion suspend Your access to the Services and/or cease to allow any Chargeable Events to be conducted by You at any time.

4.7 Should Your account utilized in the provision of INFOBIP Service be inactive through a period of 6 (six) months it remains in INFOBIP’s discretion to suspend INFOBIP Services to You. You can reactivate the account with a request to INFOBIP sent 3 (three) working days prior to the required reactivation.

5.1. In order to provide Our Services, We may require certain information. You must ensure that the information is complete and accurate. We may suspend or terminate any service if You give information that is not complete and accurate. You warrant that all information You provide to Us is complete and accurate and You shall indemnify INFOBIP against any liability that may arise as a result of Your failure to provide complete and accurate information. You must immediately notify Us if any of Your information changes.

5.2. We will provide You with a user name or customer ID or ask You to choose authentication credentials for each account. We may change, cancel or suspend Your account, which You will be notified about.

5.3. You:

• must keep Your username, customer ID, password, ApiKey, login token or any other secret authentication credential confidential;
• must not circumvent, or attempt to circumvent, Our user authentication systems;
• must inform Us immediately of any unauthorized use of Your account or any other breach of security, including suspected doubts of such scenarios;
• are entirely responsible for all payments and any activities that occur on Your account;
• are liable for any damage, loss or costs that We or any third party may sustain as a result of any of Your actions, or any use of Your authentication credentials, account name or account information by a third party or as a result of Your violation of this section.
• are responsible for authorized and unauthorized use of Your account (i.e. in scenarios where, due to Your inability to implement maximum security measures available at your disposal, a potential unauthorized activity had taken place). This includes (list not exhaustive): service login, subsequent data insight, sending messages traffic, payments. Responsibility for these activities includes assuming liability for any damage, loss or costs that Infobip or any third party may sustain as a result of these activities;
• must cooperate with Us during the resolution of potential unauthorized use of Your account, regardless of its cause and source of initial reporting.

5.4. You are mandated to comply with Information security terms, available on the following link -> https://www.infobip.com/policies/information-security-terms. For any questions, as well as in case of security compromise of your authentication credentials (username & password, ApiKey), You should contact INFOBIP immediately via [email protected]

6.1. You will at all times keep confidential all information acquired as a consequence of using Our Services, except for information already in the public domain or information which You are required to disclose by law, requested by any regulator or reasonably required by Your professional advisors for the performance of their professional services. The professional advisors shall be bound by confidentiality obligations that are no less stringent than those set forth in this Agreement. When using Our Services, you shall comply with all laws and regulations applicable to the use of the Services and with Our Terms or any other terms as agreed between us.

6.2. Please refer to Our Privacy Notice for details on personal data processing with respect to Our Services.

6.3. With respect to the processing of personal data of your end-users that you provide to us through our Services, You are the controller and INFOBIP is the processor. You guarantee that You have obtained all required and valid consents under the applicable data protection laws and regulations (such as the EU General Data Protection Regulation) as required for the processing of personal data by INFOBIP for the performance of Our Services. We will process that personal data only upon Your instructions and in accordance with these Terms and Conditions, additional service specific terms that may apply (such as but not limited to Service Description), and the Data Processing Agreement. If you wish to enter into a Data Processing Agreement with INFOBIP, a pre-signed version of our data processing agreement along with instructions on how to execute it is available HERE. The completed and signed Data Processing Agreement should be sent to INFOBIP via email as per the instructions. It will become legally binding upon receipt of the duly completed and signed data processing agreement.

7.1. Unless We agree otherwise in writing, We will provide on-line technical support via email in respect of the Service available to You at the following e-mail address: [email protected]

8.1. Any change in prices that might occur for one or more destinations shall be communicated to You via email and/or noted on our website. Such changes will be effective immediately unless differently noted when communicated.

8.2. You shall be solely responsible, by seeking adequate Chargeable Event credit allocation(s) and checking Your remaining available Chargeable Event credit level on Our website, for ensuring that You have enough Chargeable Event credits to meet Your requirements from time to time and We shall not be in any way responsible or liable in the event that You have insufficient Chargeable Event credits to meet Your requirements, and/or have exceeded Your Chargeable Event credit allocation(s), for any period.

8.3. For the avoidance of doubt, a charge will be incurred for every Chargeable Event conducted by You regardless of whether it is successfully delivered.

8.4. If You do not pay any CLIENT Charges in accordance with the applicable payment terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allow any Chargeable Event to be conducted by You until further payment is received by Us which fully covers any unpaid Charges.

8.5. You are responsible for the payment of all bank and finance charges. Please ensure that the amount received on Our bank account, after deductions, corresponds to the full amount you owe Us.

8.6. The currency used for any operations governed by this Agreement is the currency of the country of Our registered seat unless other currency is specified in the Business Proposal or the invoice. In case of conflict or contravention the currency specified in the invoice shall prevail.

8.7. Prepaid Terms. You agree to pay all charges due to Us in respect of making the Service available to You and Your access to and use of the Service (“CLIENT Charges”) by the prepayment method and in accordance with the terms as set hereof.

You agree to pre-purchase credits for each month of the Agreement or such other period as is agreed between us, in which case We will allocate to You a corresponding credit. Each Chargeable Event that You conduct using the Service will therefore reduce the value of the credits available to You by the corresponding amount.

You will not be able to receive any refund for the payment made (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable customer protection laws.

The credits are valid twelve (12) months from the prepayment.

8.8. Post Paid Terms. In the event Infobip has, in its own discretion, agreed to enable a post-paid model for Your usage of the Services, the following shall apply:

Infobip shall issue an invoice on a monthly basis. Invoices shall be issued by the 10th day of every month for the previous month. Payment must be made within (15) fifteen days from the date the invoice was issued, unless Infobip has, in its own discretions, approved longer payment term.

In the event You dispute in good faith any portion of INFOBIP’s invoice (a “Fee Dispute”), You shall inform Us of the Fee Dispute no later than the due date for payment of the relevant invoice (“Fee Dispute Notification”). A Fee Dispute Notification shall specify which portion of the invoice is disputed with reference to the specific logs within the statement logs generated from the INFOBIP Platform. The Parties shall exercise reasonable efforts to resolve the Fee Dispute within 30 (thirty) days from date of the Fee Dispute Notification. In the event that the Parties are not successful in resolving the Fee Dispute within such time frame, the Fee Dispute shall be resolved in accordance with the dispute resolution process set out in the Agreement.

For the avoidance of doubt, You shall pay any invoice in respect of which a Fee Dispute Notification has not been made (or made out of time) or the undisputed portion of any invoice that is the subject of a Fee Dispute (together, “Undisputed Fees”) by the due date stipulated.

If any Undisputed Fees due under this Agreement are not paid on or before the due date for payment, You shall be notified such delay in payment and You agree to pay interest, accruing daily, on the overdue sum from the due date until the date of payment at the (i) rate equal to 1% monthly and 12% annually or (ii) the statutory rate for late payment in jurisdiction of the Your registered seat, whichever is higher.

You shall not use Infobip Services in amounts exceeding the maximum monetary amount that You are permitted to spend on the Infobip Services per month which shall be communicated to You via email and established in Infobip’s own discretion (hereinafter “Monthly Credit Limit”). The Monthly Credit Limit shall be effective immediately and/or until or unless differently communicated by Infobip in accordance with this Agreement. If You reach the Monthly Credit Limit, prior to the end of the relevant month, Infobip may immediately suspend the Services at its discretion.

If Infobip suspends the Infobip Services under this section, You may pay any outstanding amount to lift the suspension, and the Monthly Credit Limit usage of Infobip Services counting towards the Monthly Credit Limit will restart on the 1st day of the following month.

During the Term, You shall not use Infobip Services in amounts exceeding the maximum predefined amount which represents the total monetary amount which can, at any point of time, be generated (for traffic / service including all related fees) to Infobip from You (hereinafter the “Total Credit Limit”). The Total Credit Limit shall be communicated to You via email and established in Infobip ‘s own discretion and shall apply immediately and/or until or unless differently communicated to You by Infobip in accordance with this Agreement.

If You reach the Total Credit Limit, Infobip may immediately suspend the Services at its discretion.

If Infobip suspends the Infobip Services under this section, You may pay any outstanding amount to lift the suspension.

Both the Monthly Credit Limit and Total Credit Limit (together, the “Credit Limits”) shall be established by Infobip and will be based on Infobip’s assessment of Your financial and operational wellbeing, taking into account relevant information, whether available as a matter of public record or submitted by You, if You chooses to do so at Your own discretion.

Infobip shall not unreasonably withhold consent for the appropriate adjustment of any Credit Limit if You request so, unless Infobip disagrees, in which case Infobip shall, upon Your request, provide You with the reasons which have prevented the requested adjustment. Infobip may adjust any Credit Limit by giving You a 7 (seven) days’ prior notice.

We may require You to pay a deposit prior to the start of Our Services which amount shall present a payment guarantee for the term of the Agreement. The deposited amount shall be communicated to You via email and shall be in correlation with You predicted usage of Our Services.

The deposit shall be calculated based on traffic forecast and may be adjusted during the term of this Agreement after mutual consultation. Upon termination of the Agreement, the deposit will be refunded to You after the set-off of the deposit against the amounts due by You to Us, if any.

Parties hereby grant each other the right to use and display each other’s name and logo („Trademarks“) for promotional means on the respective websites or other promotional material, however, restricted solely in connection with the services provided under this Agreement. Any usage under this clause shall be done according to the proprietor Party’s guidelines as they may be provided from time to time. Neither Party shall use the other Party’s Trademarks in any manner that will disparage, harm or otherwise damage the other Party’s goodwill in its Trademarks. The Party using the Trademarks shall not, at any time, misuse the same or present itself as an affiliate or other legal agent of the Party whose Trademarks are being used. Any rights and linked usage of Trademarks granted under this Section shall be immediately discontinued in the event this Agreement is terminated.

10.1. You warrant that You will not:

• Use the Services or permit the Services to be used to send Chargeable Events to any end-user for marketing purposes without that end-user’s explicit request for, or prior consent, to receiving them. If you are sending any Chargeable Event for commercial purposes to any of Your end-users, You must abide by the telephone marketing practices of the end-users’ jurisdiction, including but not limited to, obtaining prior express written consent from those end-users, and give all end-users the right to opt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s election to opt out);
• Use the Services or permit the Services to be used to convey Chargeable Events to any end-user, with a frequency and in numbers which are excessive in Our reasonable opinion;
• Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose;
• Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, illegal, abusive, obscene or menacing character or nature;
• Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or
• Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.

10.2. You will at all times during the duration of the Agreement:

• Send only Chargeable Events that comply with all applicable laws, regulations and codes and that contain nothing which is likely to cause offense in view of the generally prevailing standards of decency and propriety from time to time;
• Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Services;
• Comply with and observe at all times all applicable laws, regulations and codes and any directions, recommendations and decisions of any regulator; and
• Not act in any manner likely to bring Us, the Service or any Network Operator into disrepute.

10.3. In the event INFOBIP has reason to believe CLIENT content being transmitted is unauthorized, prohibited, in any way illegal or otherwise not allowed, INFOBIP has the right to take any steps or measures necessary to safeguard both INFOBIP’s as well as the Network Operator’s security. Furthermore, INFOBIP shall not be liable or obligated to deliver such messages to the end-user(s) nor shall the CLIENT be entitled to seek refunds, chargebacks or other forms of compensation in relation to the messages from this section.

10.4. You will, upon request, provide Us or any Network Operator or regulator with any information relating to Your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user data, is accurate and complete.

10.5. You will not state or imply any approval by Us of any particular Chargeable Event that You send using the Services or refer to Us in any way without Our prior written approval.

10.6. Where requested by Us, You will promptly provide Us with a representative forecast of Your service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements.

10.7. We may, at Our sole discretion cease to convey, and You will promptly cease to transmit at Our request, any Chargeable Event.

10.8. You warrant that You are the sole owner or licensor of all rights in Your end-user data or You have obtained all necessary rights, licenses and consents from all relevant third parties to enable You, Us and Our sub-contractors to use the end-user data for the purposes of the Agreement.

10.9. CLIENT represents and warrants to INFOBIP that it shall, when using the INFOBIP Services in order to reach end-users in South Africa, comply with the Wireless Application Service Providers Association’s (WASPA) Code of Conduct in force from time to time (https://waspa.org.za/code-of-conduct/). The Code of Conduct is primarily aimed at consumer protection with specific references, which primarily include but are not limited to, consumer consent and permission to direct marketing, prohibited times for direct marketing and consumers’ rights and mechanisms to opt-out from any future direct marketing communications.

11.1.  OUR TOTAL LIABILITY FOR ALL TYPES OF DAMAGES AND/OR LOSSES SHALL NOT EXCEED THE AMOUNT THAT CORRESPONDS TO THE TOTAL FEES PAID BY YOU TO US UNDER THE AGREEMENT

11.2. NOTHING CONTAINED WITHIN THIS AGREEMENT EXCLUDES OR LIMITS:

A) EITHER PARTY’S LIABILITY FOR: DEATH OR PERSONAL INJURY TO PERSONS RESULTING FROM: NEGLIGENCE; WILFUL MISCONDUCT; FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

B) YOUR LIABILITY FOR INDEMNITY CLAIMS UNDER SECTION 11.5; YOUR BREACH OF SECTIONS IN THIS AGREEMENT REGULATING YOUR OBLIGATIONS WITH RESPECT TO CONTENT, CONFIDENTIALITY, WARRANTIES AND DISCLAIMERS AND PAYMENT TERMS.

11.3. IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES, PUNITIVE OR EXEMPLARY DAMAGES, ANY REGULATORY FINES OR PENALTIES, ANY FINANCIAL/ECONOMIC LOSS OR FOR LOST OR ANTICIPATED REVENUES OR PROFITS OR WASTED EXPENDITURE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, NOTWITHSTANDING WHETHER ARISING DIRECTLY OR INDIRECTLY; (B) ANY DAMAGES RESULTING FROM INACCURATE CONTENT, INACCURATE DATA PROVIDED BY YOU, OR TRANSMISSION ERRORS EXTERNAL TO THE OUR PLATFORM; OR (C) ANY THIRD PARTY CLAIMS AGAINST YOU.

11.4. The Parties agree that the liability cap limitation(s) stated in this Section apply to all remedies, are not cumulative, and they may not be combined with any other liability cap limitation(s) so as to increase the total liability in any particular occurrence or series of occurrences.

11.5. You agree to indemnify and hold INFOBIP, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from and against but not limited to all losses, damages, liabilities, settlements, regulatory penalties, costs and expenses (including reasonable attorneys’ and professionals’  fees and other legal expenses), made against INFOBIP by any third party due to, arising out of or in connection with your (i) breach of this Agreement, (ii) breach by or on behalf of You of any third party’s intellectual property rights or (iii) iii) content violating applicable laws or this Agreement.

11.6. We will not be in any way liable for the content of any Chargeable Events sent or transmitted using the Service and the full responsibility for their content shall rest on You. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service.

11.7. Notwithstanding the foregoing, You acknowledge You will be solely responsible for any legal liability arising out of or relating to the Content (whether transmitted on your own or on any third party’s behalf).

11.8. Each party acknowledges that neither You, nor We, have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

11.9. We shall at all times in respect of the subject matter of these Terms comply with all applicable laws, regulations and rules having equivalent effect.

11.10. You shall be responsible for explaining and answering to any complaints that We receive from any relevant regulatory body resulting from your use of the Service. We will forward any complaints to you as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body and must forward a copy of your response to Us immediately. You will be liable for any fines and/or penalties imposed by any regulatory body against You or Us or any of our associated companies, due to Your contravention of these Terms.

12.1. Either party can terminate this agreement at any time by notice to the other party with or without cause.

12.2. Either party may also terminate this Agreement with immediate effect by notice to the other party if:

• The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;
• The other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or
• Any license required for Us to operate the Services is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license: Is not granted to Us; or Is granted to Us but in such a way as to prevent Us from continuing to make the Services available or a Network Operator from enabling Us to make the Services available.

12.3. We may terminate the Agreement immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for Us to make the Services available.

12.4. Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.

12.5. On termination of the Agreement:

• You will immediately cease to use the Services;
• all amounts then owed to Us, under or in connection with the Agreement, will become immediately due and payable.
• You will forfeit any unused credit on your account, except for payments received by us within seven (7) days prior to termination; and
• all licenses and rights granted under these Terms will terminate immediately.

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or regulators or telecommunications network congestion.

Infobip shall be entitled to assign, in whole or in part any rights, interests or obligations under this Agreement to either third parties or Infobip’s successors without Your prior written consent.

15.1. All content, trademarks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to Us, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights in Our Services are expressly reserved.

15.2. We grant You an individual, personal, non-exclusive, non-transferable, non-sublicensable right to access and use Our Services only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant Services. In respect to any supporting software and/or application provided in connection with Our Services, We grant you an individual, personal, non-exclusive, non-transferable and non-sublicensable license to install, run and use the supporting software and/or application solely related and in connection with Your use of Our Services. You may not reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of Our Services and/or our supporting software; modify, translate, or create derivative works based on the Services and/or supporting software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the Our Services, supporting software or application; or remove any proprietary notices or labels with regard to Our Services, supporting software or application. We retain ownership of all proprietary applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify Us of any suspected infringement of Our intellectual property rights of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the Services we provide you.

15.3. These rights terminate when Our contract with you ends and you must destroy and stop using all of Our Services, supporting software and applications in your possession. The software is provided and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability found elsewhere in these Terms. It is your responsibility to test the Services before entering into this contract.

15.4. Content from Our website may not be used or exploited for any commercial and non-private purposes without Our prior written consent.

15.5. You hereby instruct Us to create Resultant Data based on the communications and other data related to the use of the Services, and authorize the use of Resultant Data for the improvement and development of Our services and products and for any other legally permitted purposes. You hereby unconditionally and irrevocably grant to Us an assignment of all right, title, and interest in and to the Resultant Data including all intellectual property rights relating thereto. For the purposes of this clause Resultant Data shall mean anonymized data and information related to Your use of the Services, including anonymized communications, that is used by Us in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. Resultant Data shall not include (directly or by reference) any (i) information identifying You or any identifiable customer or individual or (ii) Your confidential information.

15.6.  You hereby authorize Us to analyse and use the traffic data, such as duration or timing of the communication, communication type and communication’s source and destination for the improvement, development and provision of Our services and products and for any other legally permitted purposes. We will not disclose Your or Your end-user’s data to any other customer.

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

17.1 These Terms shall be governed by and construed in accordance with laws of the England and Wales and the parties hereto submit to the exclusive jurisdiction of the London courts for the purpose of enforcing any claim arising hereunder.

17.2 Notwithstanding the provisions of clauses 17.1 above, it is expressly agreed by the Parties that in the event that You fail to pay any fees due and owing to Us within the stipulated time frame, We shall be at liberty to initiate debt recovery actions, including, for the avoidance of doubt, the initiation of debt recovery proceedings before a court of the Your registered seat.

You confirm that You hold the account corresponding to the data You have provided Infobip with, or that You have the account holder’s permission to use this service.