Terms of Service

These ToS become binding between Client and UIB when Client purchases a “UIB Offering” (as defined below) as follows:

(a) Client accepts a UIB quote/-offer/-proposal that references these ToS (“UIB Quote”), or

(b) UIB accepts in writing a purchase order (“PO”) issued by Client that refers to a UIB Quote, or

(c) Client acquires a UIB Offering via a UIB website or starts using a UIB Offering.

Client and UIB may also be referred to individually as “Party” or jointly as “Parties.”

“UIB Offering”- Subject to the provisions in the applicable TDs a UIB Offering is provided either as a Cloud Service (Sections 2 and 3), an On-Premise License (i.e. hosted by Client) (Section 3), an Off-Premise service (i.e. hosted by UIB) (Section 4) on-premise IP License (Section 4), or a Support Service (see Section 5), or any combination of the aforementioned. All services and licenses are non-exclusive.

“Transaction Documents - TDs” define the commercial, technical and financial terms of the specific transaction between Client and UIB. Examples of TDs are the following documents:

(a) – a UIB Quote,

(b) Client’s written acceptance of a UIB Quote,

(c) UIB’s written acceptance of a Client’s PO,

(d) technical documentation applicable to a UIB Offering posted on UIB’s website, or

(e) a written and signed “Attachment” that defines additional terms, such as trial- or test services etc., or

(f) any other document/e-mail in which Client and UIB agree on a binding obligation in connection with a purchase of a UIB Offering.

“Agreement” - An Agreement between Client and UIB consists of the TDs and these ToS. If a term in the TDs conflicts with these ToS such term shall only override these ToS, if the TDs expressly states that the conflicting term shall supersede the relevant term in these ToS.

1.1 Each UIB Offering is specified in the Agreement. Verbal arrangements are not binding.

1.2 Unless agreed differently in writing in the Agreement all Agreements remain in effect until terminated by either Party upon 90 (ninety) days prior written notice. In the absence of a price adjustment clause in an Agreement UIB may adjust the agreed prices at each anniversary of the involved Agreement by giving 30 (thirty) days written notice prior to the anniversary of the involved Agreement which notice shall specify the new prices. Such price adjustment shall become effective at the end of respective anniversaries of the Involved Agreement unless Client has terminated the affected Agreement upon 15 (fifteen) days written notice prior to the effective date of the price adjustment.

1.3 UIB will provide Client with the authorizations to use a UIB Offering as specified in the TDs. A UIB Offering may require the use of enabling software that Client downloads to Client’s systems or which requires the activation of an account to facilitate the use of the UIB Offering. Client may use enabling software only for the purpose of using the UIB Offering and also only in compliance with the licensing terms that are specified in the TDs. Enabling software is provided “as is” and without any warranties by UIB.

1.4 Client acknowledges that certain third-Party software may be provided together with a UIB Offering. Third-Party open source software is identified on UIB’s website. Third-Party messaging channels that Client procures from UIB will be identified in the TDs. All third-Party software is exclusively governed by the terms of the third Party. Accessing or using such third-Party software constitutes Client’s agreement to comply with such third-Party terms. Client has no rights/claims vis-à-vis UIB with respect to such third-Party software. UIB does not make any representation or warranty that the UIB Offerings will work with any combination of non-UIB products/-services. Client is solely responsible for determining whether a UIB Offering will operate in combination with non-UIB products/-services.

1.5 Client will, where required to access and use the UIB Offering, provide, free of charge to UIB, hardware, software and connectivity, including any Client-specific URL addresses and associated certificates.

1.6 Client must comply with the then current UIB technical documentation (including applicable developer guides) applicable to the UIB Offering. Client agrees to access such technical documentation on UIB’s web site.

1.7 Client shall access a UIB Offering only within the scope of the authorizations defined in the TDs. Client is responsible for use of a UIB Offering by a user who accesses the UIB Offering with Client’s account credentials. A UIB Offering may not be used in any country for unlawful, obscene, offensive or fraudulent content, purpose or activity, such as instigating or causing harm, interfering with or violating the integrity or security of a system, a network or a person, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating the rights of third parties. Client may not use a UIB Offering, if failure of the UIB Offering could lead to death, bodily injury or damage to property or the environment.

1.8 Client may not

(a) reverse engineer any portion of a UIB Offering;

(b) unless otherwise agreed or notified in writing, assign access to a UIB Offering to a third Party;

(c) resell direct access to a UIB Offering to a third Party;

(d) combine a UIB Offering with added value to create a commercially available Client branded solution that Client markets to its Clients unless otherwise agreed in writing.

Sections 1.7 (b), (c) and (d) do not apply to Clients with whom UIB has agreed expressly in writing that Client is authorized to resell a specified UIB Offering and/or to combine UIB’s UnificationEngine® API Platform with added value.

For the UE software UIB grants Client during the term of the Agreement a non- exclusive right under an Off-Premise service to access and use UE within the scope of the terms specified in the Agreement (“Cloud Service”).

If UIB provides access to a third-Party messaging channel/connector (“API”), such as WhatsApp’s Business API, Client agrees to use such third-Party API in compliance with the license terms of the third-Party API provider.

For the UAI software, also referred to as “Content Management”, “Orchestration Layer”or “Dashboard” and subject to the specific terms agreed in the corresponding TDs, UIB grants Client the right to

(a) either access and use UAI hosted by UIB (Off-Premise service), or

(b) to use UAI hosted by Client (On-Premise Service).

Under the service for the SC software a Vcard will be installed on the user’s phone. The information stored is a series of links that open internet bots on communication channels which Client has selected, e.g. WhatsApp, Twitter etc. Client may use SC either as an On-Premise License or as an Off-Premise service in compliance with the terms specified in the respective TDs.

“UIB Support” can be

(a) technical support, such as set-up assistance, (product) customization and integration works, bespoke R&D service provided as part of a separate software development/services contract; or

(b) consulting services, or

(c) maintenance services.

The type of UIB support shall be identified in the TDs and all UIB Support shall be subject to the terms set forth of these ToS.

(a) The term of a Cloud Service begins on the date on which UIB notifies Client that Client can access the Cloud Service. Unless specified differently in the TDs the term for an On-Premise License or a UIB Support Service shall commence at the same date as the Cloud Service. UIB will specify whether the Cloud Service renews automatically, proceeds on a continuous use basis, or terminates at the end of the term. (b) UIB may suspend or limit, to the extent necessary, Client's use of a Cloud Service if UIB determines there is a material breach of Client's obligations, a security breach, violation of law, or breach of the terms set forth in section 1(f). If the cause of the suspension can reasonably be remedied, UIB will provide notice of the actions Client must take to reinstate the Cloud Service. If Client fails to take such actions within a reasonable time, UIB may terminate the Cloud Service. Failure to pay is a material breach. (c) Either Party may terminate this Agreement: i) without cause on at least one month's notice to the other after expiration or termination of its obligations under the Agreement; or ii) immediately for cause if the other is in material breach of the Agreement, provided the one who is not complying is given notice and reasonable time to comply. Termination of this Agreement does not terminate TDs. Provisions of this Agreement as they relate to such TDs remain in effect until the provisions and/or the TDs are fulfilled or otherwise terminated in accordance with their terms.

UIB may modify a UIB Offering from time to time at UIB's sole discretion and such modifications will replace prior versions as of the effective date. The intent of any modification will be to:(i) improve or clarify existing commitments; (ii) maintain alignment to current adopted standards and applicable laws; or (iii) provide additional features and functionality.

UIB may withdraw a Cloud Service on 12 months' notice. Access to or the enablement to access Non-UIB services may be withdrawn at any time.

Since these ToS may apply to future orders, UIB may modify these ToS by providing Client at least three months' written notice. Changes apply as of the effective date, only to orders which are issued after the effective date of any chnages, ongoing Cloud Services that do not expire, and renewals. Client accepts changes by placing orders after the effective date of any changes or by continuing use after the change effective date or allowing transactions to renew after receipt of the change notice. Changes which are not implemented by UIB is described above must be in writing accepted and signed by both parties.

Content consists of all data, software and information that Client (or its authorized users) provides, authorizes access to or inputs to the UIB Offering. UIB and its affiliates and contractors of either, may access and use the Content solely for the purpose of providing, managing and supporting the UIB Offering.

It is the responsibility of Client to obtain all necessary rights and authorizations and to grant such rights and authorizations to UIB to enable UIB (and its affiliates and contractors of either) to use, provide, store and otherwise process Content in the UIB Offering. This includes Client’s obligation to make required disclosures and obtain consent before providing personal data or other regulated data in such Content.

Client retains all copyrights in the Content provided by Client.

All other intellectual property rights in and related to the UIB Offerings, content used in the library elements of UAI, any documentation, the work products of any consulting services, design contributions, know-how, processes and any derivative works are the sole property of UIB. All rights not expressly granted in writing to Client are reserved to UIB and/or its affiliates.

The preceding paragraph applies accordingly to 3rd parties who provide licenses or services to Client in connection with the UIB Offerings.

Either Party warrants its compliance with those laws and regulations, including EU- and US export regulations, that are applicable to the performance of their respective obligations under the Agreement.

UIB warrants that it will provide the UIB Offering in conformance with the Agreement using commercially reasonable care and skill. This warranty will end three (3) months after the UIB Offering has been made available to Client. UIB does not warrant uninterrupted or error-free operation of the UIB Offering or that UIB will correct all defects or prevent 3rd Party disruptions or unauthorized 3rd Party access. UIB’s warranty hereunder does not apply, if the UIB Offering is modified or not used in accordance with the Agreement or if a non-conformity is caused by Client, a 3rd Party or by any product or service not provided by UIB.

To the maximum extent permitted by applicable law (a) neither Party shall be liable to the other Party in connection with this Agreement or the subject matter hereof (under any theory of liability, whether in contract, statute, tort or otherwise) for (a) any lost profits, revenue, or savings, lost business opportunities, lost data, or special, incidental, consequential, or punitive damages, even if such Party has been advised of the possibility of such damages or losses mor such damagesnor losses were reasonably foreseeable, or (b) for an amount of US $ 2.400,00 (two thousand and four hundred US dollars) per calendar year.

The aforementioned liability exclusions/-limitation shall not apply to Client’s payment obligations ____ and/or any infringement or misappropriation by one Party of the other Party’s intellectual property rights or any claims for fraud or willful misconduct.

Force Majeure: Except with respect to payment obligations under this Agreement, no Party shall be liable for, nor shall such Party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, national emergency, epidemics, shortage of supply, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, breakdowns or malfunction, interruptions of malfunction of computer facilities, labor problem, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such Party with reasonable care.

(a) If Client uses a UIB Offering in excess of the agreed authorizations, Client agrees to pay all applicable prices/fees/charges (“Charges”) for such use to UIB. Charges are exclusive of any customs duties or other duty, tax or similar levies imposed by any authority as a result of Client’s purchase under the Agreement and will be invoiced in addition to the Charges.

(b) Client agrees to (i) pay withholding tax directly to the appropriate government entity where required by law, (ii) provide UIB with a tax certificate evidencing such payment, (iii) pay UIB only the net proceeds after tax, and (iv) cooperate with UIB in seeking a waiver or reduction of such taxes and promptly complete and file all relevant documents. Where taxes are based upon the location receiving the benefit of the UIB Offering, Client has a continuing obligation to notify UIB of such location, if different than Client’s business address listed in the Agreement or the TDs.

(c) UIB’s Charges are due upon Client’s receipt of the invoice and are payable within the time period stated on the individual invoice starting from receipt.

Each Party is responsible for complying with: i) laws and regulations applicable to its business and Content; and ii) import, export and economic sanction laws and regulations, including defense trade control regime of any jurisdiction, including the International Traffic in Arms Regulations and those of the United States, the European Union or others that prohibit or restrict the export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users.

The rights and obligations of each Party are valid only in the country of Client's business address. If Client or any user exports or imports Content or use of any portion of the UIB Offering outside the country of Client's business address, UIB will not serve as the exporter or importer, except as required by data protection laws.

(a) UIB is an independent contractor and an information technology supplier only. UIB is not Client’s agent or partner and does not assume any obligation for Client’s business. Any directions, suggested usage or guidance provided by UIB or a UIB Offering do not constitute professional advice. Client and its authorized users are responsible for the use of the UIB Offerings.

(b) UIB may store and process business contact information of Client, its personnel and authorized users, for example, name, business telephone, address, e-mail and user ID for business dealings with them. Where notice or consent by the individuals is required for such processing, Client will notify and obtain such consent.

(c) UIB’s business partners who provide licenses or services in connection with a UIB Offering or who enable the use of a UIB Offering are independent from UIB and unilaterally determine the terms for the use of their licenses/services. UIB assumes no responsibility for their offerings, actions, omissions or statements.

(d) Neither Party may assign their rights or obligations, in whole or in part, under the Agreement or under these ToS to a 3rd Party without the prior written consent of the other Party.

(e) All notices under the Agreement must be in writing and sent to the business of either Party as used in the TDs; notices send by electronic means comply with the requirement as a signed writing.

(f) If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect. Nothing in the Agreement affects statutory rights of consumers that cannot be waived or limited by contract. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.

(g) Neither Party will bring a legal action resulting from or related to the Agreement more than 2 years after the cause of action came into existence. Neither Party is responsible for failure to comply with its non-monetary obligations, if such failure is due to causes beyond its control. Each Party will allow the other Party reasonable opportunity to comply with its obligations under the Agreement before it claims the other Party has not met its obligations.