General Terms & Conditions

Version: 18.12.2024.

Article 1 – Glossary

Agreement: These General Terms and Conditions, the Service Annexes, and any Appendices.

Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with a Party where an entity shall be treated as being controlled by another if that other entity has fifty percent (50%) or more of the votes in such entity, is able to direct its affairs, and/or to control the composition of its board of directors or equivalent body.

Service: The communication service described in a Service Reference Document.

Order Form: The document by which a Service will be ordered.

Network: The transmission equipment and other resources to convey signals between points by wire, radio waves, by optical, or other electromagnetic means.

Operational Date: The moment when both Parties have completed all provisioning tests successfully and confirmed completion of these tests in writing.

Service Annexes: Either a Service Reference Document or an Order Form that details specific service terms.

Service Reference Document: An annex to these General Terms and Conditions describing the Service(s) offered by one Party to the other Party, as applicable.

Article 2 – Scope of the Agreement

2.1 The Parties shall supply the Services to each other in accordance with the provisions of the Service Annex(es).

2.2 The Agreement shall be applicable to all transactions regarding the provision of services unless otherwise agreed upon in writing.

Article 3 – Term and Termination

3.1 Term

3.1.1 This Agreement shall enter into force on the date of signature of the first Order Form between the Parties and shall remain valid as long as there exists a valid Order Form between the Parties.

3.1.2 Unless otherwise stated in a Service Annex entered into for a fixed term, this Agreement may be terminated by either Party at any time upon giving three (3) months’ prior written notice to the other Party.

3.2 Termination modalities

3.2.1 This Agreement or a Service Annex may be terminated with immediate effect by a Party upon any of the following events occurring:

• If the other Party has failed to perform a material contractual obligation under this Agreement and has not remedied the breach within thirty (30) calendar days after written notice.
• If the other Party is declared bankrupt, enters into insolvency proceedings, or makes an arrangement with creditors.

3.2.2 A Party may terminate the Agreement or a Service Annex with immediate effect in case of a serious default, including but not limited to:

• Failure to supply a Service within two (2) months from the Operational Date.
• Non-payment of amounts due within five (5) calendar days after written notification.
• Fraudulent or abusive use of the Service.

3.2.3 The termination of the Agreement results in the automatic termination of all Service Annexes.

3.2.4 The termination of a Service Annex does not affect the validity of the remaining Agreement.

Article 4 – Financial Terms

4.1 Prices

4.1.1 Prices shall be expressed in the currency mentioned in the Order Form.

4.1.2 OMAX TELECOM reserves the right to adjust pricing in response to changes in market conditions or regulatory requirements.

4.2 Invoices and Payments

4.2.1 All invoices must refer to services supplied during a calendar month and must be communicated within the following month.

4.2.2 If a Party is unable to send its invoice within the required period, it must notify the other Party in writing.

4.2.3 Invoices are due and payable within thirty (30) calendar days from the date of receipt.

4.2.4 In case of late payment, the invoicing Party is entitled to charge one and a half percent (1.5%) interest per month on the unpaid balance.

4.3 Billing Disputes

4.3.1 If a Party disagrees with an invoice, it must notify the other Party in writing before the due date.

4.3.2 Disputed amounts must be settled within fourteen (14) weeks, following a structured review process.

4.3.3 No dispute shall be raised if the disputed amount is less than one percent (1%) of the total invoice amount and less than €1000.

Article 5 – Liability

5.1 Neither Party shall be liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption.

5.2 Each Party’s liability under this Agreement shall be limited to €500,000 per year, except in cases of fraud or gross negligence.

Article 6 – Confidentiality

6.1 Both Parties agree to maintain confidentiality regarding any information exchanged under this Agreement.

6.2 This obligation remains valid for three (3) years following the termination of the Agreement.

6.3 The confidentiality obligation does not apply to information:

• Already publicly available.
• Disclosed by a third party without confidentiality restrictions.
• Required to be disclosed by law.

Article 7 – Force Majeure

7.1 Neither Party shall be held responsible for delays or failure in performance due to force majeure events, such as natural disasters, war, or government actions.

7.2 If a force majeure event continues for more than thirty (30) days, the Parties shall discuss the continuation of the Agreement.

Article 8 – Data Protection

8.1 Each Party shall comply with applicable data protection laws, including GDPR.

8.2 The Data Processing Agreement (DPA) is outlined in Appendix 2 and applies where one Party processes personal data on behalf of the other.

Article 9 – Dispute Resolution

9.1 This Agreement shall be governed by the laws of England and Wales.

9.2 Any disputes shall be submitted to the courts of London, United Kingdom.

Article 10 – Anti-Corruption Compliance

10.1 Each Party agrees to comply with anti-corruption laws and to prevent bribery, money laundering, and fraudulent activity.

Article 11 – Notices

11.1 All notices must be in writing and sent to the addresses specified in the Agreement.

11.2 Notices sent by email will be considered valid upon receipt.

Article 12 – General Provisions

12.1 If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full effect.

12.2 Any modifications to this Agreement must be agreed upon in writing by both Parties.

12.3 The Parties confirm that they have full authority to enter into this Agreement.