Effective Date: 17/03/2026

Provider: BBOX AI Limited, a company incorporated under the laws of Malta (registration no. C 109598), with its registered office at Level 3, Tower Business Centre, Triq IT-Torri, Swatar, Birkirkara, BKR 4013, Malta (“BBOXAI”).
Client: The legal entity registering for or using the Services as defined herein (“Client”).

Introductory Clause / Contractual Acknowledgement

These Terms and Conditions of Service (the “Agreement”) set out the legally binding terms under which BBOX AI Limited, a company incorporated under the laws of Malta (company registration number C 109598), with its registered office at Level 3, Tower Business Centre, Triq IT-Torri, Swatar, Birkirkara, BKR 4013, Malta (“BBOXAI”), agrees to provide and the client entity identified during registration (the “Client”) agrees to use, enterprise messaging and telecommunications services via the BBOXAI Platform.

Application of These Terms

These Terms and Conditions of Service apply to customers who access or use the Services without entering into a separately signed written agreement with BBOX AI.

If a customer and BBOX AI have entered into a separately signed written agreement governing the Services, such signed agreement shall prevail over these Terms and Conditions of Service to the extent of any conflict or inconsistency, unless expressly stated otherwise in such signed agreement.

Acceptance of These Terms

By registering an Account, accessing or using the Services, submitting traffic, or funding or topping up an account balance, the customer confirms its acceptance of these Terms and Conditions of Service and agrees to be bound by them.

By (i) creating an account, (ii) accessing the Client Portal or API, or (iii) otherwise making use of the Services, the Client expressly acknowledges that it has read, understood and agrees to be legally bound by this Agreement.

The Client further represents and warrants that:
(a) it is a duly organised and validly existing business entity acting for commercial purposes only;
(b) the individual accepting this Agreement on its behalf has full power, capacity and authority to bind the Client to these terms;
(c) acceptance of this Agreement creates a binding contractual relationship enforceable under applicable law.

This Agreement shall take effect on the date the Client first accesses or uses the Services (the “Effective Date”) and shall continue until terminated in accordance with its provisions.

Part I – General Provisions

1. Purpose and Scope

1.1 Objective of the Agreement
This Agreement establishes the legal framework governing the supply, access and use of the enterprise messaging and communications services provided by BBOX AI Limited (“BBOXAI”).

1.2 Covered Services
The Services under this Agreement include, without limitation:
(a) transmission and delivery of electronic messages via Short Message Service (“SMS”);
(b) provision of Over-the-Top (“OTT”) Messaging Services (including but not limited to Viber, WhatsApp, Telegram or similar platforms supported by BBOXAI);
(c) Voice messaging services, including pre-recorded calls and text-to-speech functions;
(d) access to related Application Programming Interfaces (APIs), SDKs, and integration tools;
(e) use of the Client Portal, management dashboards, reporting tools, and related user interfaces;
(f) access to technical documentation, service descriptions, and configuration guidelines; and
(g) provision of operational, commercial, and technical support by BBOXAI.

1.3 Business-to-Business Limitation
(a) The Services are provided strictly for business-to-business (B2B) purposes.
(b) Consumer, personal, or household usage is expressly excluded.
(c) By accepting this Agreement, the Client represents and warrants that it is a legally incorporated business entity, acting within the course of its trade, profession or commercial activity.

1.4 Exclusions
The following are expressly excluded from the scope of this Agreement unless agreed in writing:
(a) resale of Services to third parties, except where expressly permitted under a separate Reseller or Partner Agreement;
(b) use of the Services for emergency communications (e.g., 911/112 or equivalent);
(c) provision of hardware, mobile devices or internet connectivity by BBOXAI;
(d) any implied obligation to provide future services, features, or upgrades not explicitly listed in the Service Annexes.

1.5 Priority of Terms
In the event of any conflict or inconsistency between this Agreement and any annex, order form, or commercial schedule, the following order of precedence shall apply (unless expressly agreed otherwise):
(a) Data Protection Addendum (Annex C);
(b) Service Description Annexes (Annex B1–B3);
(c) this Master Agreement (Parts I–V);
(d) Coverage Lists, Price Lists, and operational policies published in the Client Portal.

2. Legal Capacity and Binding Effect

2.1 The Client represents and warrants that it:
(a) has full legal capacity and authority to enter into and be bound by this Agreement;
(b) is duly incorporated or otherwise validly established under the laws of its jurisdiction;
(c) is acting exclusively for commercial purposes; and
(d) will ensure that all persons acting on its behalf or under its account comply with the provisions of this Agreement.

2.2 Where an individual accepts these Terms on behalf of a company or other entity without proper authority, that individual shall be personally liable for all obligations arising hereunder.

3. Duration and Term of Agreement

3.1 Commencement
This Agreement shall enter into force on the date the Client first accesses, registers for, or uses the Services (the “Effective Date”).

3.2 Ongoing Term
The Agreement shall remain in effect for an indefinite duration, unless and until terminated in accordance with the termination provisions set out herein.

3.3 Minimum Term
Where specific Services are provided under a separate Service Order, Proposal or Commercial Schedule, a minimum commitment period may apply. In such case, the Client remains liable for Charges for the full duration of the minimum term, even if Services are suspended or terminated early due to the Client’s breach.

3.4 Renewal of Specific Commitments
Any time-bound commitments (e.g., monthly commitments for OTT services, prepaid packages, or volume-based discounts) shall automatically renew on the same terms unless:
(a) the Client provides written notice of non-renewal at least thirty (30) calendar days prior to expiry; or
(b) BBOXAI issues a revised Price List, Coverage List, or Service Schedule, in which case the new conditions shall apply upon renewal.

3.5 Suspension During Term
The Agreement shall remain in force during any suspension of Services initiated under the provisions of this Agreement (e.g., for non-payment, compliance breaches, or security concerns). Suspension does not release the Client from payment obligations accrued during the term.

3.6 Termination and Survival
(a) Either Party may terminate the Agreement in accordance with the termination provisions.
(b) Termination shall not affect any accrued rights or obligations existing at the termination date.
(c) Clauses relating to confidentiality, data protection, liability limitations, indemnities, governing law, and dispute resolution shall survive expiry or termination.

4. Modifications and Updates

4.1 Right to Modify
BBOXAI reserves the right, at its sole discretion, to amend, update, or supplement this Agreement, including any Annexes, Coverage Lists, Price Lists, technical documentation or operational policies associated with the Services.

4.2 Non-Material Changes
(a) Non-material modifications (e.g., typographical corrections, formatting improvements, structural refinements, administrative clarifications, or updates which do not materially alter the Client’s legal rights or obligations) may be introduced without prior notice.
(b) It is the Client’s responsibility to regularly review the latest version of the Agreement as published in the Client Portal or on the BBOXAI website.

4.3 Material Changes
(a) A modification shall be considered “material” where it has the potential to significantly affect the Client’s contractual rights or obligations, including (but not limited to):

• amendments to payment terms, billing cycles, or pricing structures;

• changes in data protection obligations;

• modifications to termination rights or liability limitations.
  (b) Material changes shall be notified to the Client by email using the contact details provided in the Registration Data.
  (c) Unless earlier implementation is required by law or regulatory obligation, material amendments shall take effect no less than seven (7) calendar days after notification.

4.4 Acceptance of Amendments
(a) The Client’s continued use of the Services after the effective date of any amendment shall constitute full acceptance of the revised Agreement.
(b) If the Client does not agree with a material change, it may terminate the Agreement by providing written notice prior to the effective date of the amendment. Such termination shall not relieve the Client of any accrued payment obligations.

4.5 Priority
In the event of any inconsistency between the Agreement and any subsequent update published by BBOXAI, the most recent version shall prevail, unless otherwise agreed in writing.

5. Governing Law and Jurisdiction

5.1 Applicable Law
This Agreement, including any non-contractual obligations arising from or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Malta, without regard to conflict of laws principles.

5.2 Dispute Resolution Process
(a) The Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal negotiations.
(b) If the Parties cannot resolve the matter within thirty (30) calendar days of written notice of the dispute, either Party may escalate the matter to formal legal proceedings.

5.3 Jurisdiction
(a) The courts of Malta shall have exclusive jurisdiction over any dispute or claim arising out of or relating to this Agreement, including disputes regarding its existence, validity, termination, or enforcement.
(b) The Client irrevocably submits to the jurisdiction of Maltese courts and waives any objection to such forum on grounds of venue, forum non convenience or similar.

5.4 Compliance with Mandatory Laws
Nothing in this Agreement shall restrict BBOXAI’s ability to comply with applicable regulatory obligations, statutory requirements or binding orders of competent authorities, whether in Malta or other jurisdictions where Services are provided.

Part II – Commercial Arrangements

6. Service Activation and Account Setup

6.1 Registration Data
(a) To activate the Services, the Client must complete the registration process by submitting accurate, current, and complete information (“Registration Data”).
(b) The Client undertakes to update Registration Data without undue delay in the event of any change.
(c) BBOXAI reserves the right to request supporting documentation (e.g., corporate registration certificate, VAT details, or identification of authorised representatives) before activating the account.

6.2 Right to Suspend or Reject
(a) BBOXAI may suspend, restrict, or deny account activation if Registration Data is false, incomplete, misleading, or unverifiable.
(b) BBOXAI further reserves the right to refuse activation if, in its reasonable opinion, providing Services would pose a compliance, financial, or reputational risk.

6.3 Account Credentials
(a) Upon successful registration, the Client shall receive system credentials, including usernames, passwords, API keys or tokens, and Client Portal access details.
(b) The Client is solely responsible for implementing reasonable technical and organisational measures to protect credentials from loss, disclosure, theft, or unauthorised use.
(c) Multi-factor authentication (MFA) is strongly recommended and may be mandated by BBOXAI for high-risk accounts.

6.4 Responsibility for Account Activity
(a) All activity conducted under the Client’s account shall be deemed to have been carried out by or on behalf of the Client, regardless of whether authorised by the Client.
(b) The Client shall remain fully liable for all traffic, charges, transactions, or misuse resulting from compromised credentials or unauthorised access.
(c) In the event of suspected compromise, the Client must immediately notify BBOXAI in writing. BBOXAI may suspend the account until security is restored.

6.5 Security and Audit Rights
(a) BBOXAI may, at its discretion, monitor and log account activity for the purposes of fraud detection, abuse prevention, and compliance with these Terms.
(b) The Client agrees to cooperate with BBOXAI in any investigation relating to unauthorised or suspicious use of the account.

7. Pricing and Payment Terms

7.1 Applicable Charges
(a) All Charges for the Services shall be determined based on the then-current Coverage List and Price List made available to the Client via the Client Portal.
(b) Charges may vary depending on destination, routing quality, applicable surcharges, or regulatory levies.
(c) Any promotional discounts, volume-based pricing, or bespoke commercial arrangements shall only apply if expressly agreed in writing by BBOXAI and shall be subject to the specific terms of such agreement.

7.2 Currency and Payment Method
(a) All payments shall be made in advance of Service usage, unless otherwise agreed in writing.
(b) The only accepted currency is Euro (€).
(c) Payments may be made via the methods specified in the Client Portal (e.g., bank transfer, credit/debit card, or other payment gateways enabled by BBOXAI).
(d) Any bank charges, transaction fees, or currency conversion costs are the sole responsibility of the Client.

7.3 Value Added Tax (VAT) and Other Taxes
(a) All Charges are quoted exclusive of VAT or any equivalent sales tax, unless otherwise specified.
(b) EU-based Clients must provide a valid and active VAT identification number at the time of registration and ensure its ongoing accuracy.
(c) If BBOXAI becomes liable for unpaid VAT, penalties, or interest due to inaccurate or invalid VAT information provided by the Client, the Client shall fully indemnify BBOXAI against such amounts.

7.4 Authoritative Billing Records
(a) The Client acknowledges that BBOXAI’s internal billing system and usage logs shall constitute conclusive evidence of Service usage and applicable Charges.
(b) Any records or calculations submitted by the Client shall not override BBOXAI’s billing data unless expressly agreed in writing.

7.5 Prepaid Credits
(a) Prepaid balances purchased by the Client must be utilised within twelve (12) months of the deposit date.
(b) Any unused balance after this period shall automatically expire and be forfeited, with no entitlement to refund, rollover, or transfer, unless otherwise agreed in writing.
(c) It is the Client’s sole responsibility to monitor account balances and validity periods.

7.6 Non-Payment Consequences
(a) In the event of delayed or failed payment, BBOXAI reserves the right to suspend or restrict the Client’s access to the Services until full settlement is received.
(b) Any suspension shall not relieve the Client of its obligation to pay accrued Charges.
(c) BBOXAI may charge statutory interest or late payment fees as permitted by applicable law.

8. Credit Validity and Expiry

8.1 Credit Usage Period
(a) All pre-paid credits purchased or deposited into the Client’s account must be utilised within twelve (12) months from the date of deposit, unless otherwise agreed in writing.
(b) Credits not used within the validity period shall automatically expire.

8.2 Forfeiture of Expired Credits
(a) Upon expiry, any remaining unused balance shall be permanently forfeited and removed from the Client’s account.
(b) The Client shall not be entitled to a refund, rollover, transfer or set-off of expired balances, except where expressly required by applicable law.

8.3 Extensions and Exceptions
(a) BBOXAI may, at its sole discretion, extend the validity of credits on a case-by-case basis, provided that a written request is submitted by the Client prior to the expiry date.
(b) Any extension granted shall not create a precedent or entitlement for future cases.

8.4 Client Responsibility
(a) The Client bears sole responsibility for monitoring account balances, usage and credit validity periods.
(b) BBOXAI shall not be liable for any loss, claims or damages arising from the Client’s failure to consume credits within the validity period.

9. Refunds

9.1 General Rule
(a) The Services are provided strictly to business Clients on a commercial basis; therefore, consumer protection rules regarding refunds do not apply.
(b) Pre-paid credits are generally non-refundable, subject to the limited exceptions described in this clause.

9.2 Eligibility for Refunds
A refund may only be considered where:
(a) the Services become permanently unavailable solely due to a fault directly attributable to BBOXAI; and
(b) such unavailability continues for a period of not less than thirty (30) consecutive calendar days from the date on which the Client first submitted a formal written fault report to BBOXAI.

9.3 Scope of Refund
(a) Refunds shall be strictly limited to the value of unused, non-expired credits in the Client’s account as of the date the Services became permanently unavailable.
(b) No refund shall exceed the amount of pre-paid funds actually received and cleared by BBOXAI.
(c) Refunds shall not cover any other losses, including:

• indirect, incidental, or consequential damages;

• loss of profits, revenues, goodwill, or business opportunities;

• reputational harm or economic losses.

9.4 Exclusions
No refund shall be issued where the Service disruption results from:
(a) failures or restrictions in third-party networks or systems;
(b) Client’s misuse, non-compliance, or unauthorised use of the Services;
(c) suspension or termination under the Agreement due to the Client’s breach;
(d) force majeure events or other circumstances beyond BBOXAI’s reasonable control;
(e) planned maintenance or emergency interventions carried out in good faith.

9.5 Procedure
(a) To request a refund, the Client must submit a written claim to BBOXAI, providing supporting documentation and logs if requested.
(b) BBOXAI reserves the right to verify all claims before issuing any refund.
(c) Where a refund is approved, BBOXAI may deduct reasonable administrative costs before releasing the final amount.

9.6 Discretionary Nature
All refunds shall be granted at BBOXAI’s sole discretion and without creating any precedent or ongoing entitlement for the Client.

10. Suspension and Deactivation

10.1 Grounds for Suspension or Deactivation
BBOXAI may, at its sole discretion, suspend, restrict or deactivate a Client’s account, in whole or in part, under any of the following circumstances:
(a) the account was created under a trial, promotional or evaluation programme;
(b) the account has remained inactive for a continuous period of twelve (12) months or longer;
(c) there are reasonable grounds to suspect fraudulent activity, abuse, security compromise, or non-compliance with this Agreement;
(d) the account is subject to regulatory, legal or compliance review;
(e) the Client has failed to settle Charges or otherwise breached payment obligations.

10.2 Effect of Suspension
(a) During suspension, the Client shall have no access to the Services, although account data may remain available in read-only format.
(b) Suspension shall not relieve the Client of its obligation to pay any outstanding Charges, nor shall it extend the validity period of pre-paid credits.

10.3 Reactivation of Accounts
(a) The Client may request reactivation of a suspended or deactivated account by submitting a written request to BBOXAI Support.
(b) Reactivation shall be granted solely at BBOXAI’s discretion, following a review of compliance, technical and commercial considerations.
(c) BBOXAI may impose additional conditions (e.g., updated Registration Data, security checks, or prepayment of Charges) prior to reactivation.

10.4 Refunds of Unused Credits
(a) Refunds for unused credits in suspended or deactivated accounts shall be granted only in exceptional circumstances and at BBOXAI’s sole discretion.
(b) Where a refund is granted, BBOXAI reserves the right to deduct reasonable administrative or processing costs before releasing any amount.
(c) Refunds, if any, shall be limited strictly to unused pre-paid credits and shall exclude any indirect or consequential damages.

10.5 Exclusion of Liability
BBOXAI shall not be liable for:
(a) loss of profits, revenues, goodwill, or opportunities;
(b) business interruption or reputational harm; or
(c) loss of data or traffic,
arising from any suspension, restriction or deactivation carried out in accordance with this clause.

11. Termination of Service

11.1 Termination by the Client
(a) The Client may terminate this Agreement and the Services at any time by providing not less than thirty (30) calendar days’ prior written notice to BBOXAI.
(b) Termination notices must be submitted via email to info@b-box.ai with the subject line clearly marked “Termination Request” and must include the registered account username.
(c) Termination shall become effective upon expiry of the notice period, unless a later date is specified by the Client and accepted by BBOXAI.

11.2 Termination by BBOXAI (Immediate Grounds)
BBOXAI may suspend or terminate the Agreement and/or the Client’s access to the Services immediately, with or without notice, where:
(a) the Client commits a material breach of this Agreement;
(b) BBOXAI is required to do so by applicable law, court order, or regulatory authority;
(c) continued use of the Services by the Client poses a security, compliance, or reputational risk to BBOXAI or its partners;
(d) the Client’s use of the Services is found to violate the terms of upstream providers, carriers or platform partners;
(e) the Client becomes insolvent, enters liquidation or is otherwise unable to meet its financial obligations.

11.3 Termination for Inactivity
(a) If a Client account remains inactive for a continuous period of twelve (12) months, BBOXAI may permanently close the account.
(b) Any remaining pre-paid credit balance in such an inactive account shall be deemed forfeited and shall not be refundable, rolled over or transferred.

11.4 Consequences of Termination
(a) Termination shall not release the Client from any payment obligations or liabilities accrued prior to the effective date of termination.
(b) The Client shall remain liable for all Charges incurred up to the termination date, including any Charges for traffic submitted but not yet invoiced.
(c) Upon termination:

• all licences, rights and access credentials granted to the Client under this Agreement shall immediately cease;

• the Client must cease all use of the Services;

• BBOXAI may disable or delete the Client’s account and associated data, subject to applicable law and data retention requirements.

11.5 Survival of Provisions
The termination or expiry of this Agreement shall not affect the survival of provisions relating to:

• confidentiality,

• data protection and privacy,

• intellectual property,

• indemnities,

• limitation of liability,

• governing law and jurisdiction.

Part III – Service Rules

12. Provision of Services

12.1 Scope of Services
BBOXAI shall provide the Client with access to its enterprise communications infrastructure, including but not limited to SMS, OTT Messaging Services and Voice Messaging Services, as further detailed in the Annexes to this Agreement.

12.2 Client’s Responsibility for Compliance
(a) The Client is solely and fully responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and industry codes of practice in:

• the jurisdiction where the Client is established;

• the jurisdiction(s) of message recipients; and

• any jurisdiction through which communications may be routed or processed.
  (b) This includes, without limitation, compliance with data protection, anti-spam, telecommunications, consumer protection, and marketing laws.

12.3 Coverage and Routing
(a) Service availability is determined by the then-current Coverage List published in the Client Portal.
(b) BBOXAI reserves the right to modify, restrict, or discontinue coverage or routing options at any time in response to regulatory, commercial, or technical considerations.
(c) The Client acknowledges that delivery capabilities are subject to change without prior notice and agrees to verify coverage information in the Client Portal before initiating traffic.

12.4 No Service Guarantee
(a) The Services are provided strictly on a best-effort basis.
(b) BBOXAI does not warrant that the Services will be uninterrupted, timely, secure or error-free, nor does it guarantee successful delivery of all messages.
(c) Factors outside of BBOXAI’s control – including failures of third-party networks, operator restrictions, routing changes, regulatory intervention, or force majeure events – may impact delivery, latency, or service quality.

12.5 Client Acknowledgement
By using the Services, the Client expressly acknowledges and accepts that:

• BBOXAI’s role is limited to providing the technical infrastructure to transmit communications;

• BBOXAI has no responsibility for the content, legality, or purpose of messages;

• All legal and operational liability associated with the Client’s use of the Services rests with the Client.

13. Client Responsibilities and Acceptable Use

13.1 Prohibited Uses

The Client shall not use, and shall ensure that no third party uses, the Services:

(a) to transmit, distribute or promote unsolicited communications, spam, fraudulent, misleading, offensive, indecent, obscene or harmful content, including but not limited to pornography, incitement to violence or illegal drug promotion;

(b) for fraudulent, criminal, deceptive or otherwise unlawful purposes or in breach of any applicable laws, regulations or industry codes of practice;

(c) to harass, threaten, intimidate, defame or otherwise infringe the rights, freedoms, or dignity of individuals or recipients;

(d) in any manner that infringes third-party rights, including intellectual property rights, privacy rights or confidentiality obligations;

(e) to distribute malicious software, code or disruptive technologies, including but not limited to viruses, worms, spyware, ransomware, backdoors or logic bombs;

(f) in any way that may harm, disrupt or negatively impact BBOXAI’s network, its upstream providers or its commercial reputation.

13.2 Consent Requirements

(a) The Client shall obtain valid, explicit, and verifiable opt-in consent from all recipients prior to sending any communication.

(b) Such consent must be recent (no older than three (3) months from the date of message transmission) and traceable to the recipient’s affirmative action.

(c) The Client shall retain adequate records of consent, including the time, method, and scope of consent, and shall provide such records to BBOXAI upon request for audit, compliance, or regulatory purposes.

13.3 Opt-Out and Revocation of Consent

(a) The Client shall implement and maintain a clear and functional opt-out mechanism that allows recipients to withdraw consent at any time, without cost or undue effort.

(b) Upon receipt of an opt-out request or withdrawal of consent, the Client must immediately cease further communications to the affected recipient.

(c) The Client shall ensure that the relevant number or identifier is permanently excluded from future distribution lists.

13.4 Regulatory Compliance

(a) The Client is solely responsible for obtaining and maintaining all necessary licences, permits, or regulatory approvals required for its activities and communications using the Services.

(b) The Client shall comply with all applicable telecommunications, consumer protection, marketing, and data protection regulations in every jurisdiction where communications are sent, received, routed, or processed.

13.5 Traffic Forecasts and Notifications

(a) The Client must provide BBOXAI with advance notice of any anticipated significant increase in traffic volumes.

(b) For ordinary increases in traffic, the Client shall provide not less than twenty-four (24) hours’ notice.

(c) For large-scale promotional campaigns or public events (e.g., television, radio, or social media campaigns) that may materially affect system capacity, the Client shall provide at least four (4) weeks’ prior written notice.

(d) BBOXAI will make reasonable efforts to accommodate such increases but provides no guarantee of capacity without explicit prior agreement.

13.6 Liability for Non-Compliance

The Client acknowledges that any violation of this Clause may result in immediate suspension or termination of Services, liability for damages, regulatory fines, and reputational harm.

14. Service Availability and Downtime

14.1 Planned Maintenance
(a) BBOXAI shall use reasonable efforts to provide advance notice of any scheduled maintenance or planned downtime that is likely to affect the availability of the Services.
(b) Except in urgent cases, such notice shall be given at least three (3) calendar days prior to the planned event, by email to the Client’s registered contact or via the Client Portal.

14.2 Emergency Maintenance and Unplanned Outages
(a) In the event of emergency maintenance, unforeseen outages, or circumstances beyond BBOXAI’s reasonable control, BBOXAI shall act promptly to restore service continuity.
(b) Status updates will be communicated to affected Clients, where feasible, together with estimated timelines for resolution.
(c) Post-incident notifications may be issued summarising the cause of the disruption and the remedial measures undertaken.

14.3 Inherent Nature of Downtime
(a) The Client acknowledges that occasional downtime is an unavoidable element of telecommunications and digital infrastructure services.
(b) Such downtime may arise from external network failures, regulatory interventions, or third-party operator dependencies, and does not constitute a breach of this Agreement provided BBOXAI acts with reasonable care and diligence.

14.4 Exclusion of Liability
BBOXAI shall not be liable for temporary interruptions or degradation of service availability resulting from:
(i) factors outside its reasonable control;
(ii) failures within upstream providers, international carriers, or destination networks;
(iii) emergency or security-related maintenance; or
(iv) acts of force majeure.

15. Support and Incident Response

15.1 Support Channels and Availability
(a) BBOXAI provides standard Client support during Working Hours, defined as Monday to Friday, 09:00 to 17:00 Central European Time (CET), excluding Maltese public holidays and subject to daylight saving adjustments.
(b) The primary support channel is email: info@b-box.ai.
(c) Clients with a dedicated account manager may contact them directly; however, all formal support requests must be logged through the designated support email to ensure proper tracking and resolution.

15.2 Acknowledgement of Requests
BBOXAI shall acknowledge receipt of support requests within a reasonable timeframe and use commercially reasonable efforts to investigate and address the reported issue in line with the target response times set out below.

15.3 Indicative Fault Categories and Response Targets

15.4 Indicative Nature of Timelines
(a) The above timelines are non-binding service objectives and do not constitute service level guarantees.
(b) Resolution times are dependent on the availability and cooperation of upstream carriers, network operators, and other external providers, over which BBOXAI has no direct control.

15.5 Client Cooperation
(a) Where BBOXAI requires technical data, message logs, traffic samples, or other input from the Client in order to diagnose or resolve a fault, the applicable response or resolution timeline shall be extended by the duration of the Client’s response delay.
(b) Failure by the Client to provide necessary cooperation may result in suspension of troubleshooting until adequate information is received.

15.6 Exclusions
BBOXAI shall not be liable for delays or unresolved incidents where the root cause lies outside its reasonable control, including but not limited to failures within third-party networks, force majeure events, or misconfigurations caused by the Client.

Part IV – Compliance and Risk Management

16. Data Protection and Privacy

16.1 Roles of the Parties
(a) For the purposes of applicable data protection legislation, including Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and Maltese implementing laws, the Client shall act as the Data Controller and BBOXAI shall act as the Data Processor.
(b) The Client determines the purposes and means of processing, while BBOXAI processes Personal Data solely on documented instructions from the Client, except where required by law.

16.2 Processor Obligations
BBOXAI undertakes to:
(i) process Personal Data strictly in accordance with the Client’s documented instructions and not for any other purpose;
(ii) ensure that persons authorised to process Personal Data are subject to confidentiality obligations;
(iii) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with GDPR Article 32;
(iv) assist the Client in fulfilling its obligations regarding data subject rights under GDPR Chapter III, to the extent possible and proportionate;
(v) assist the Client in meeting GDPR obligations relating to data security, breach notification, data protection impact assessments and prior consultations, insofar as BBOXAI has relevant information;
(vi) at the Client’s choice, delete or return all Personal Data upon termination of the Services, unless retention is required by applicable law;
(vii) make available to the Client all information reasonably necessary to demonstrate compliance and submit to audits or inspections upon reasonable notice, provided that such audits do not compromise BBOXAI’s business confidentiality;
(viii) notify the Client without undue delay of any confirmed Personal Data Breach, including information required under GDPR Article 33(3);
(ix) immediately inform the Client if, in BBOXAI’s opinion, any instruction infringes applicable data protection law.

16.3 Client Responsibilities
(a) The Client warrants and represents that it has obtained a lawful basis for processing all Personal Data transferred to BBOXAI, including providing adequate privacy notices and securing valid consent where required.
(b) The Client shall indemnify and hold BBOXAI harmless against any claim, penalty, or liability arising from the Client’s failure to comply with data protection obligations.

16.4 Sub-Processing
(a) The Client grants BBOXAI a general written authorisation to engage sub-processors for the provision of the Services, provided that such sub-processors are bound by data protection obligations consistent with this Agreement and GDPR.
(b) Where a sub-processor is located outside the European Economic Area (EEA), BBOXAI shall ensure that appropriate safeguards are in place, including the use of Standard Contractual Clauses (SCCs) or equivalent legal mechanisms.
(c) The Client reserves the right to object to any material change in sub-processors; however, such objection may render BBOXAI unable to continue providing the Services.

16.5 Data Retention
Unless otherwise required by law, BBOXAI shall retain Personal Data only for as long as necessary to perform the Services or to comply with legal and regulatory obligations. Upon termination, retention shall not exceed one (1) year, after which data shall be deleted or anonymised, unless otherwise agreed.

16.6 Use of Anonymised Data
BBOXAI may process anonymised or aggregated usage data derived from Service operations for statistical analysis, reporting, or service improvement, provided such data no longer constitutes Personal Data under GDPR.

16.7 Separate Data Processing Addendum

If BBOX AI and the customer have entered into a separate Data Processing Addendum in connection with the Services, such Data Processing Addendum shall prevail over these Terms and Conditions of Service with respect to the processing of personal data to the extent of any conflict or inconsistency.

17. Confidentiality

17.1 Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean all non-public, proprietary, or sensitive information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally, electronically, or in writing, including but not limited to: business strategies, financial data, pricing, network routes, traffic volumes, technical documentation, software, source code, customer lists, and operational or commercial information, irrespective of whether such information is expressly marked as confidential.

17.2 Obligations of the Receiving Party
The Receiving Party shall:
(a) use Confidential Information solely for the performance of its obligations and exercise of its rights under this Agreement;
(b) restrict disclosure of Confidential Information to its employees, agents, contractors, or professional advisers strictly on a “need-to-know” basis, provided that such persons are bound by confidentiality obligations no less protective than those contained herein;
(c) apply all reasonable technical, organisational, and procedural safeguards to prevent unauthorised disclosure, duplication, or misuse of Confidential Information.

17.3 Exclusions
The obligations under this Clause shall not apply to information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no breach of this Agreement;
(b) was lawfully obtained by the Receiving Party from a third party without confidentiality restrictions;
(c) was independently developed by the Receiving Party without reliance upon or use of the Disclosing Party’s Confidential Information;
(d) is required to be disclosed by applicable law, regulation, or court order, provided that, to the extent legally permissible, the Receiving Party gives prompt written notice to the Disclosing Party to enable protective measures.

17.4 Duration of Confidentiality Obligations
The confidentiality obligations set forth in this Clause shall remain in force for the duration of this Agreement and for a period of five (5) years following its termination or expiration, unless a longer period is required by applicable law.

17.5 Remedies
Each Party acknowledges that unauthorised disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other rights and remedies available at law or under this Agreement.

18. Intellectual Property and Trademarks

18.1 Ownership of BBOXAI Intellectual Property
All names, logos, trademarks, trade names, service marks, domain names, product and service designations, slogans, and associated branding elements of BBOX AI Limited (“BBOXAI”) (collectively, “BBOXAI Marks”) are and shall remain the exclusive property of BBOXAI. Nothing in this Agreement shall be construed as transferring, assigning, or granting to the Client any right, title, or interest in BBOXAI Marks, except as expressly permitted herein.

18.2 Restrictions on Use
The Client shall not, without BBOXAI’s prior written authorisation:
(a) use, copy, reproduce, distribute, publicly display, or exploit BBOXAI Marks in any manner;
(b) register or attempt to register any name, mark, or domain name that is confusingly similar to BBOXAI Marks;
(c) create any implication of partnership, endorsement, sponsorship, or affiliation with BBOXAI or its affiliates.

18.3 Third-Party Rights
All trademarks, logos, and intellectual property of third parties referenced in connection with the Services remain the property of their respective owners. The Client is solely responsible for obtaining any necessary authorisations or licences for use of such third-party rights and shall ensure that such use does not create any misrepresentation or infringement.

18.4 Client Licence to BBOXAI
The Client grants BBOXAI a limited, non-exclusive, worldwide, royalty-free, and revocable licence to use the Client’s corporate name, trade name, and/or logo solely for the purpose of identifying the Client as a business partner in marketing materials, client lists, presentations, proposals, and promotional content.
(a) This licence shall not permit BBOXAI to alter the Client’s branding except as reasonably required for formatting.
(b) The Client may revoke this licence at any time by written notice, in which case BBOXAI shall cease using the Client’s marks within thirty (30) days.

18.5 Reservation of Rights
Except as expressly set out in this Agreement, all intellectual property rights, whether registered or unregistered, shall remain the sole property of the respective Party. No implied licences are granted.

19. Copyright Infringement

19.1 Prohibition of Infringement
The Client acknowledges that BBOXAI maintains a strict zero-tolerance policy regarding any infringement of copyright, database rights, or other intellectual property rights in connection with the Services.

19.2 Remedial Measures
Where BBOXAI reasonably suspects, or is notified by a third party or competent authority, that content transmitted, stored, or made available through the Client’s use of the Services infringes intellectual property rights, BBOXAI may, at its sole discretion and without prior notice:
(a) temporarily suspend or permanently terminate the Client’s access to the Platform or Services;
(b) disable, deactivate, or delete the Client’s account and related credentials;
(c) block, remove, or disable access to the infringing content;
(d) charge the Client reasonable administrative or remediation costs incurred in investigating, addressing, or mitigating the suspected infringement; and/or
(e) notify relevant authorities, network partners, or rights holders, where legally required or appropriate.

19.3 Exclusion of Liability
BBOXAI shall not be liable for any loss, cost, or damage suffered by the Client as a result of actions taken in good faith under this Clause to investigate, mitigate, or comply with applicable intellectual property laws, takedown notices, or third-party complaints.

19.4 Client Liability
The Client shall indemnify and hold BBOXAI harmless against any claims, damages, penalties, or costs (including legal fees) arising from or connected with:
(a) the Client’s transmission or distribution of infringing material; or
(b) any misuse of the Services in violation of intellectual property rights.

19.5 Reservation of Rights
The rights and remedies under this Clause are without prejudice to any other contractual, statutory, or equitable remedies available to BBOXAI, including the right to seek compensation for reputational or financial harm.

20. Liability

20.1 Exclusion of Certain Types of Damages
To the maximum extent permitted by applicable law, BBOXAI shall not be liable to the Client or to any third party, whether in contract, tort (including negligence), strict liability, or otherwise, for any indirect, incidental, consequential, punitive, exemplary, or special damages. This exclusion includes, without limitation:
(a) loss of profits, revenue, business, contracts, or anticipated savings;
(b) loss of goodwill, reputation, or opportunity;
(c) loss, corruption, or destruction of data;
(d) business interruption, downtime, or system failures; or
(e) claims by third parties against the Client arising from the use or inability to use the Services.

20.2 Limitation of Aggregate Liability
Without prejudice to Clause 20.1, BBOXAI’s total cumulative liability for any single incident, series of related incidents, or claims arising out of or in connection with this Agreement shall in no event exceed an aggregate maximum of five thousand Euro (€5,000).

20.3 No Warranties of Uninterrupted Service
The Client acknowledges that the Services are provided on a best-efforts basis, and BBOXAI makes no representation or warranty that the Services will be uninterrupted, error-free, secure, or available at all times.

20.4 Exclusions from Limitation
The limitations and exclusions of liability set out in this Clause shall not apply where liability cannot be excluded or limited under applicable law, including:
(a) liability for death or personal injury caused by negligence;
(b) liability for fraud or fraudulent misrepresentation; or
(c) any other liability that may not lawfully be excluded.

20.5 Survival
This Clause shall survive the expiry or termination of this Agreement and remain enforceable notwithstanding such termination.

21. Indemnity

21.1 Client’s Indemnification Obligation
The Client agrees to fully indemnify, defend, and hold harmless BBOXAI, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, actions, damages, losses, penalties, fines, liabilities, costs, and expenses (including reasonable legal and professional fees) arising directly or indirectly out of or in connection with:
(a) any breach of this Agreement by the Client;
(b) any use or misuse of the Services by the Client, its employees, agents, or subcontractors;
(c) any violation of applicable laws, regulations, or codes of practice by the Client;
(d) any claim brought by a third party, including recipients, telecom operators, regulators, or other stakeholders, relating to the Client’s content, data processing activities, or use of the Services.

21.2 Defence of Claims
(a) At BBOXAI’s option, the Client shall either:
(i) assume full responsibility for the defence of any such claim, at its own cost; or
(ii) reimburse BBOXAI for all reasonable legal and professional expenses incurred in defending itself.
(b) BBOXAI reserves the right to maintain control over its defence and settlement of any claim, even where the Client assumes responsibility, and the Client shall fully cooperate with such defence.

21.3 Exclusions
The indemnity provided under this Clause shall not apply to the extent that the claim arises directly from BBOXAI’s own gross negligence, wilful misconduct, or material breach of this Agreement.

21.4 Survival
The Client’s obligations under this Clause shall remain in full force and effect notwithstanding termination or expiry of this Agreement.

22.1 Events Constituting Force Majeure
BBOXAI shall not be liable for any delay, failure, or interruption in the performance of its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to:
(a) natural disasters, acts of God, fire, flood, earthquake, storm, or other extreme weather events;
(b) war, armed conflict, civil unrest, insurrection, or military operations;
(c) acts of terrorism, sabotage, or credible threats thereof;
(d) strikes, lockouts, labour disputes, or industrial actions (including those affecting subcontractors or suppliers);
(e) actions, omissions, or delays of governmental, judicial, or regulatory authorities;
(f) failures, outages, or disruptions of telecommunications, internet backbones, data centres, cloud services, or other critical third-party infrastructure;
(g) large-scale cyberattacks, ransomware incidents, or systemic security breaches.

22.2 Consequences of Force Majeure
(a) The obligations of BBOXAI affected by a Force Majeure event shall be suspended for the duration of the event.
(b) BBOXAI shall use reasonable commercial efforts to mitigate the effects of the event and to resume performance as soon as reasonably practicable.

22.3 Notification Requirement
Where practicable, BBOXAI shall notify the Client of the occurrence and expected duration of the Force Majeure event. Updates will be provided as appropriate until the event is resolved.

22.4 Client’s Payment Obligations
The occurrence of a Force Majeure event shall not excuse or defer the Client’s obligation to pay for Services already rendered or for usage incurred prior to the onset of the event.

22.5 Extended Force Majeure
If a Force Majeure event continues for more than thirty (30) consecutive days, either Party may terminate the affected Services by written notice to the other Party, without liability, except for payment obligations accrued up to the effective date of termination.

Part V – Dispute Resolution and Legal Framework

23. Dispute Resolution

23.1 Good Faith Negotiations
In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement (including its interpretation, performance, breach, or termination), the Parties shall first seek to resolve the matter amicably through good faith negotiations.

23.2 Negotiation Period
(a) Either Party may initiate the negotiation process by delivering written notice of the dispute to the other Party.
(b) The Parties shall then engage in discussions for a period of at least thirty (30) calendar days from the date of such notice, unless extended by mutual agreement.

23.3 Escalation
If the dispute is not resolved within the negotiation period, either Party may escalate the matter to formal legal proceedings in accordance with Clause 24 (Governing Law and Jurisdiction).

23.4 Preservation of Rights
Nothing in this Clause shall prevent either Party from seeking interim or injunctive relief at any time from a court of competent jurisdiction where such relief is necessary to protect its rights or interests pending resolution of the dispute.

24. Governing Law and Jurisdiction

24.1 Applicable Law
This Agreement, including any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter, performance, or termination, shall be governed by and construed in accordance with the laws of the Republic of Malta, without regard to conflict of law principles.

24.2 Exclusive Jurisdiction
The Parties irrevocably agree that the courts of Malta shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or relating to this Agreement, including questions regarding its existence, validity, interpretation, or termination.

24.3 Waiver of Objections
By accepting this Agreement, the Client irrevocably waives any right to object to proceedings being brought in the courts of Malta on the grounds of improper venue, inconvenient forum, or any similar basis.

24.4 Preservation of Rights
Nothing in this Clause shall limit BBOXAI’s right to seek interim relief, injunctive orders, or the enforcement of judgments in any other jurisdiction where the Client has assets or where enforcement may be required.

25. General Provisions

25.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral, relating to the Services.

25.2 Severability
If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a court or other competent authority, such provision shall be deemed severed from this Agreement. The remainder of the Agreement shall continue in full force and effect to the maximum extent permitted by law.

25.3 Waivers
No waiver of any right, power, or remedy under this Agreement shall be effective unless given in writing. Any such waiver shall apply only to the specific instance for which it is granted and shall not operate as a continuing waiver or bar the exercise of that right in future instances.

25.4 Assignment
(a) The Client shall not assign, transfer, subcontract, or otherwise dispose of its rights or obligations under this Agreement without BBOXAI’s prior written consent. Any attempt to do so without consent shall be void and of no effect.
(b) BBOXAI may assign or subcontract its rights and obligations under this Agreement without the Client’s consent, provided that such assignment or subcontracting does not materially reduce the level of service provided to the Client.

25.5 Authority and Capacity
The Client warrants and represents that it has the full legal capacity, corporate authority, and power to enter into this Agreement and to perform its obligations hereunder. Where an individual purports to enter into this Agreement on behalf of a legal entity without proper authority, such individual shall be personally liable for all resulting obligations and liabilities.

25.6 Notices
All notices or formal communications under this Agreement shall be:
(a) in writing; and
(b) delivered by hand, courier, registered mail, or electronic mail to the registered addresses of the Parties or to the official contact email addresses specified in the Client Portal.
Notices shall be deemed received: (i) upon delivery, if delivered by hand or courier; (ii) five (5) business days after posting, if sent by registered mail; or (iii) on the day of transmission, if sent by email (provided no bounce-back or failure notice is received).

25.7 Survival
Clauses relating to confidentiality, data protection, liability, indemnity, intellectual property, and any other provisions intended by their nature to survive, shall remain enforceable notwithstanding the termination or expiry of this Agreement.

Annexes

Annex A – Definitions and Interpretation

For the purposes of the Terms and Conditions of Service (the “Agreement”), the following definitions shall apply. Unless otherwise expressly provided, references to the singular include the plural and vice versa, and references to any legislation include any amendments or replacements thereof.

1. “Account” – the registered profile created by the User within the BBOXAI Platform, granting access to the Services.

2. “Agreement” – these Terms and Conditions of Service together with all annexes, schedules, and amendments, which collectively govern the contractual relationship between BBOX AI Limited and the User.

3. “Charges” – all fees, costs, expenses, or monetary amounts payable by the User for the use of the Services, as determined by the applicable Price List, Coverage List, invoices, or separate agreements.

4. “Confidential Information” – any non-public business, financial, technical, or operational information disclosed by one Party to the other, whether oral, written, or electronic, and whether or not explicitly marked as confidential.

5. “Coverage List” – the then-current list of networks, routes, and destination countries supported by BBOXAI for message or voice delivery, as published in the Client Portal.

6. “Customer Support” – the assistance provided by BBOXAI to Users in relation to the Services, including fault management, billing inquiries, and operational guidance.

7. “Effective Date” – the date on which the User first accepts these Terms electronically, or the date on which the User first accesses or uses the Services, whichever occurs earlier.

8. “BBOXAI” – BBOX AI Limited, a company registered in Malta under company number C 109598, with its registered address at Level 3, Tower Business Centre, Triq IT-Torri, Swatar, Birkirkara, BKR 4013, Malta.

9. “Intellectual Property Rights” or “IPR” – all patents, copyrights, trademarks, service marks, trade names, logos, domain names, design rights, database rights, know-how, trade secrets, and any other proprietary or industrial rights (registered or unregistered), including the right to apply for such rights.

10. “Message” – any unit of communication transmitted through the Services, including but not limited to SMS, binary SMS, OTT Messaging Services, or multimedia content.

11. “OTT Messaging Services” – real-time electronic messaging provided over IP-based platforms, including but not limited to Viber, WhatsApp, Telegram, or similar applications supported by BBOXAI.

12. “Party” – individually refers to either BBOXAI or the User, as the context requires.

13. “Parties” – collectively refers to BBOXAI and the User.

14. “Personal Data” – any information relating to an identified or identifiable natural person, as defined under Regulation (EU) 2016/679 (GDPR) and Maltese data protection laws.

15. “Platform” – the digital infrastructure operated by BBOXAI, including its web-based Client Portal, APIs, and associated systems, through which Services are delivered.

16. “Price List” – the schedule of applicable fees and rates for the Services, as made available through the Client Portal and updated from time to time.

17. “Service” or “Services” – the suite of telecommunications and messaging services provided by BBOXAI under this Agreement, including SMS, OTT Messaging Services, voice messaging, delivery reporting, number validation, routing, analytics, and related features.

18. “Time-To-Live (TTL)” – the maximum duration for which BBOXAI shall attempt to deliver a Message before considering it expired.

19. “Unsolicited Traffic” – any message or communication transmitted without the explicit, verifiable consent of the intended recipient, including spam or other prohibited content.

20. “User” – the legal entity or business customer that has registered with BBOXAI and is bound by this Agreement. Services are provided strictly on a business-to-business basis.

21. “Working Day” – any day other than Saturday, Sunday, or official public holidays in Malta, during the hours of 09:00–17:00 CET (with adjustments for daylight savings, where applicable).

For the purposes of these Terms and Conditions of Service, the terms “Customer” and “User” refer to the person or legal entity accessing or using the Services, and where the User acts on behalf of a company or other legal entity, such company or legal entity shall be bound by these Terms and Conditions of Service.

Annex B1 – Service Description: SMS Gateway

1. Scope of Service

1.1 The SMS Gateway Service provided by BBOX AI Limited (“BBOXAI”) enables the Client to transmit SMS messages to GSM-compatible devices worldwide using the BBOX AI Platform, accessible via a secure web interface and supported APIs (HTTP, REST, SMPP).
1.2 The Service supports, without limitation, promotional, transactional, informational, and alerting use cases, subject to compliance with applicable laws and this Agreement.
1.3 The SMS Gateway Service forms an integral part of the Terms and Conditions of Service and is subject to all general provisions therein.

2. Sender ID Policy

2.1 Subject to local regulatory and operator restrictions, the Client may use the following sender types:
(a) Alphanumeric Sender ID – up to eleven (11) characters;
(b) Numeric Sender ID – up to fifteen (15) digits, including short codes and virtual numbers.
2.2 BBOXAI does not guarantee preservation of Sender IDs, as operators in certain jurisdictions may alter, filter or overwrite IDs.
2.3 The Client is solely responsible for ensuring compliance with local sender ID regulations and restrictions.

3. Message Length and Multipart Billing

3.1 The length of a single SMS is determined by encoding:

• GSM-7 (Standard Latin Alphabet): 160 characters per single message; multipart messages reduce available characters per part (e.g., 153 chars when concatenated).

• UCS-2 (Unicode, non-Latin scripts): 70 characters per single message; multipart concatenation reduces per-part limit accordingly (e.g., 67 chars when concatenated).
  3.2 Multipart messages are billed per individual part, regardless of whether delivered as a single reconstructed message to the recipient device.
  3.3 All messages submitted for routing are billable upon submission, irrespective of delivery outcome, filtering, or handset status. No refunds shall apply unless expressly provided in the main Agreement.

4. Time-To-Live (TTL) Policy

4.1 SMS messages will be attempted for delivery within a configurable TTL period.
4.2 Unless otherwise specified:

• Minimum TTL: no enforced minimum;

• Maximum TTL: forty-eight (48) hours.
  4.3 After expiry of the TTL, undelivered messages are discarded and marked as expired. No refunds or retries are guaranteed beyond the TTL window.

5. Delivery Reports (DLRs)

5.1 Delivery Receipts (DLRs) are generated based on status notifications received from downstream operators or carriers.
5.2 DLRs are provided strictly on a best-effort basis. BBOXAI does not warrant accuracy or timeliness of DLRs, given reliance on third-party networks.
5.3 DLR statuses may vary by operator and country; BBOXAI does not guarantee uniformity of DLR formats.

6. Client Responsibilities

6.1 The Client shall:
(a) ensure that all SMS campaigns comply with applicable laws (e.g., anti-spam, telecom, and data protection regulations);
(b) obtain and maintain valid opt-in consent from recipients prior to message transmission;
(c) implement functional opt-out mechanisms in compliance with Clause 13 of this Agreement;
(d) monitor Sender ID usage and message content to avoid filtering, blocking, or regulatory breaches.
6.2 The Client is solely responsible for all costs arising from blocked, filtered, or undelivered messages caused by non-compliance.

7. Service Limitations

7.1 The Client acknowledges and agrees that:
(a) message delivery may be impacted by operator filtering, handset availability, roaming restrictions, or force majeure;
(b) Sender IDs may be replaced or modified by local operators;
(c) SMS delivery is not guaranteed in all countries or networks and may be suspended or withdrawn without notice.
7.2 BBOXAI shall not be liable for:
(i) delays, errors, or failures in delivery beyond its direct control;
(ii) operator-level restrictions, filtering, or lawful interception;
(iii) any claims arising from misuse of Sender IDs or unlawful content.

8. Charges and Billing

8.1 Charges for SMS traffic shall be calculated based on message parts submitted, not on final delivery outcome.
8.2 The applicable Coverage List and Price List are available via the Client Portal and may be updated periodically.
8.3 Promotional discounts, custom rates, or volume-based pricing shall apply only where expressly agreed in writing with BBOXAI.

Annex B2 – Service Description: OTT Messaging Gateway

1. Scope of Service

1.1 The OTT Messaging Gateway Service provided by BBOX AI Limited (“BBOXAI”) enables the Client to send and receive Over-the-Top (OTT) messages globally via the BBOX Platform, accessible through the Client Portal or REST API.
1.2 The Service supports multiple OTT platforms (including but not limited to Viber, WhatsApp, Telegram, RCS) subject to BBOXAI’s commercial agreements, partner policies, and regulatory compliance.
1.3 OTT messaging services are available for informational, transactional, promotional, and service communications, provided all traffic complies with this Agreement and applicable law.

2. Sender ID Registration

2.1 To use the OTT Gateway, the Client must register a Sender ID (up to twenty (20) alphanumeric or numeric characters).
2.2 All Sender IDs are subject to approval by BBOXAI and relevant OTT platform partners.
2.3 Types of Sender IDs:
(a) One-Way OTT – outbound messaging only;
(b) Two-Way OTT – enables bidirectional messaging where supported by the platform.
2.4 The Client acknowledges that Sender ID formatting, availability, and display are subject to operator and platform rules and may be modified or restricted without notice.

3. Permitted Message Types

3.1 Clients may transmit the following categories of messages via the OTT Gateway, provided that appropriate consent and classification requirements are met:
(a) Personal – individual, one-to-one communication;
(b) Informational – service notifications, account updates, and alerts;
(c) Transactional – confirmations, one-time passwords (OTPs), and authentication flows;
(d) Service-related – non-marketing customer communications;
(e) Promotional – marketing or advertising messages, subject to stricter consent and labelling requirements.
3.2 The first message to any new recipient must be informational or transactional in nature. Promotional content may only be sent where the recipient has provided explicit opt-in consent.
3.3 Promotional content must be clearly flagged through the API or Client Portal.

4. Message Parameters

4.1 Message Length: Each OTT message may contain up to 1,000 characters.
4.2 Time-to-Live (TTL):
(a) Standard TTL is 15 seconds to 24 hours, configurable up to fourteen (14) days where supported.
(b) OTT platforms may apply shorter or stricter TTLs at their discretion.
(c) SMS fallback (where applicable) is limited to a maximum of forty-eight (48) hours.
4.3 Attachments and Media: Multimedia content (images, video, voice notes, documents) may be supported depending on the platform, subject to size limits and partner rules.

5. Minimum Commitments and Billing

5.1 Each approved Sender ID is subject to a Minimum Monthly Commitment, which varies by destination and platform. Current commitments (up to €300/month per Sender ID) are published in the Client Portal.
5.2 Monthly commitments are binding regardless of usage. Partial months are billed on actual traffic generated, unless otherwise specified.
5.3 Deregistration of a Sender ID requires written notice to BBOXAI no later than the 20th day of the current month (or preceding Working Day). Otherwise, charges will continue until the following month.
5.4 Usage charges apply for all traffic exceeding the minimum commitment, as per the prevailing Price List in the Client Portal.

6. Compliance Obligations

6.1 The Client must comply with:
(a) all platform-specific rules and documentation published by BBOXAI or OTT partners;
(b) all applicable laws, including GDPR, ePrivacy Directive, and national telecom/marketing laws;
(c) recipient opt-in and opt-out requirements;
(d) all updates, guidelines, and operational notices issued by BBOXAI.
6.2 Non-compliance may result in:
(i) immediate suspension of the Sender ID or account;
(ii) monetary fines or liquidated damages;
(iii) termination of access to the OTT Gateway.

7. Penalties for Violations

7.1 Spam or non-compliant OTT messages (e.g., without valid consent, containing prohibited content, or breaching partner rules) shall incur a liquidated damages penalty of €5,000 per instance.
7.2 The Client shall be fully liable for any regulatory, financial, or reputational damage caused by misuse of the Service.
7.3 The Client shall indemnify BBOXAI against any third-party claims, fines, or enforcement actions arising from OTT traffic sent under its account.

8. Service Limitations

8.1 OTT message delivery is subject to availability of recipient devices, data connectivity, and partner platform policies.
8.2 BBOXAI provides no guarantee of delivery timelines, read receipts, or status reports, as these depend on third-party networks.
8.3 Sender IDs, delivery rules, or content restrictions may be amended at any time by platform partners or regulators, with or without notice.

Annex B3 – Service Description: Voice Messaging Service

1. Scope of Service

1.1 The Voice Messaging Service provided by BBOX AI Limited (“BBOXAI”) enables the Client to transmit pre-recorded or synthetic voice messages to mobile and fixed-line numbers worldwide through the BBOX Platform using a secure REST API.
1.2 The Service supports informational, transactional, service-related, and promotional communications, subject to compliance with applicable telecommunications and marketing laws in all relevant jurisdictions.
1.3 The Service is offered strictly for business-to-business (B2B) use. Consumer or personal use is expressly excluded.

2. Available Features

2.1 The Voice Messaging Service includes the following functionalities:
(a) Audio Playback – Clients may upload audio recordings in MP3 or WAV format for outbound call distribution.
(b) Text-to-Speech (TTS) – Clients may submit text to be converted into synthetic voice using configurable parameters (language, gender, tone). Output quality is dependent on the text submitted and the selected voice model.
(c) Call Configuration – Clients may define call timeout and ring timeout (minimum ten (10) seconds). Keypress Capture is supported, enabling logging of the first digit (1–9) pressed during a call.
(d) Global Reach – Calls may be delivered to supported destinations, subject to coverage limitations and local regulatory requirements. Coverage is periodically updated in the Client Portal.

3. Authentication and Access

3.1 To activate the Service, the Client must:
(a) register for and maintain valid API tokens via the BBOX Client Portal;
(b) ensure secure handling of API credentials in accordance with Clause 6 (Service Activation and Account Setup) of this Agreement.
3.2 The Client is fully responsible for all traffic, usage, and Charges generated through its access credentials, whether authorised or unauthorised.

4. Client Responsibilities

4.1 The Client shall:
(a) obtain valid opt-in consent from all recipients prior to initiating automated or pre-recorded calls;
(b) ensure all voice campaigns comply with applicable telecom, consumer protection, and data protection laws in the jurisdictions of both the Client and the recipients;
(c) include any mandatory disclosures or identifiers required under applicable laws (e.g., caller ID, recorded disclaimers, or regulatory announcements);
(d) maintain adequate records of consent and provide such records to BBOXAI upon request.
4.2 The Client acknowledges that it is solely responsible for the legality, accuracy, and timing of messages submitted for transmission.

5. Service Limitations

5.1 BBOXAI shall not be liable for delivery failures or degraded quality caused by:
(a) invalid, corrupted, or oversized audio files submitted by the Client;
(b) latency, congestion, or outages in third-party telephony infrastructure;
(c) misconfigured API parameters, such as invalid TTLs or incorrect caller ID formatting;
(d) filtering, blocking, or restrictions imposed by carriers or regulators.
5.2 Voice calls may be rejected or blocked in jurisdictions where automated calling is restricted or requires additional licences. The Client is responsible for ensuring compliance before initiating campaigns.

6. Fair Use and Compliance

6.1 BBOXAI reserves the right to suspend or terminate access to the Voice Messaging Service if:
(a) the Service is used for unsolicited calls, spam, or fraudulent purposes;
(b) content is misleading, unlawful, or non-compliant with telecom regulations;
(c) the Client breaches content or conduct standards set forth in this Agreement.
6.2 Suspension or termination under this Clause shall not entitle the Client to any refund of unused credits or relieve the Client of accrued payment obligations.

7. Charges and Billing

7.1 Charges are calculated based on successful call attempts, irrespective of call duration unless otherwise specified in the Coverage List and Price List.
7.2 Any minimum commitments or surcharges applicable to specific destinations or carriers shall be disclosed in the Client Portal.
7.3 BBOXAI’s billing records shall be final and binding in calculating usage and Charges, unless proven manifestly incorrect.

8. Delivery Reports and Logs

8.1 Call status reports (e.g., answered, busy, failed) are provided on a best-effort basis, dependent on carrier interoperability and third-party signalling.
8.2 BBOXAI does not guarantee the availability, accuracy, or uniformity of call logs across all destinations.

Annex C – Data Protection Addendum (Data Processing Agreement)

This Data Processing Agreement (“DPA”) forms part of the Terms and Conditions of Service (the “Agreement”) between BBOX AI Limited (“Processor” or “BBOXAI”) and the Client (“Controller”) in connection with the provision of messaging and communications services via the BBOX Platform.

1. Definitions

1.1 “Personal Data”, “Processing”, “Controller”, “Processor”, “Data Subject” and “Supervisory Authority” shall have the meanings given in the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
1.2 “Sub-Processor” means any third party engaged by BBOXAI for the Processing of Personal Data on behalf of the Controller.
1.3 “Services” means the enterprise messaging and communications services provided under the Agreement.

2. Subject Matter and Duration

2.1 This DPA governs the Processing of Personal Data by BBOXAI on behalf of the Controller in connection with the Services.
2.2 Processing shall begin on the Effective Date of the Agreement and shall continue until termination or expiry of the Services, unless earlier terminated under this DPA.

3. Nature and Purpose of Processing

3.1 The Processor shall process Personal Data solely for the purpose of delivering the Services as defined in the Agreement, including:
(a) transmission of messages (SMS, OTT, Voice);
(b) provision of delivery reports, logs and analytics;
(c) security, fraud detection and incident management;
(d) billing, invoicing and customer support.
3.2 No Processing shall occur for the Processor’s own purposes, except for anonymised or aggregated statistical analysis as permitted by law.

4. Categories of Personal Data and Data Subjects

4.1 Categories of Personal Data may include:

• recipient telephone numbers;

• sender identifiers (e.g., alphanumeric IDs, virtual numbers);

• message content (if containing personal data);

• metadata such as timestamps, delivery status, routing information, IP addresses.
  4.2 Categories of Data Subjects may include:

• employees, contractors, and customers of the Controller;

• end-users or subscribers receiving communications from the Controller.

5. Obligations of the Controller

5.1 The Controller shall:
(a) ensure that Personal Data is collected and transferred to BBOXAI in compliance with GDPR and all applicable laws;
(b) provide Data Subjects with adequate privacy notices and establish a valid legal basis for Processing (e.g., consent, contract, legitimate interest);
(c) maintain accurate records of processing activities;
(d) indemnify BBOXAI against any claim, fine or penalty arising from the Controller’s unlawful or non-compliant instructions.

6. Obligations of the Processor (BBOXAI)

BBOXAI undertakes to:
6.1 Process Personal Data only on documented instructions from the Controller;
6.2 Ensure personnel authorised to process Personal Data are bound by confidentiality;
6.3 Implement appropriate technical and organisational measures under Article 32 GDPR, including:

• encryption and pseudonymisation;

• access controls;

• monitoring and logging;

• secure transmission protocols;

• resilience and recovery procedures.
  6.4 Notify the Controller without undue delay (no later than 48 hours) after becoming aware of a Personal Data breach;
  6.5 Assist the Controller, at the Controller’s cost, with:

• responding to Data Subject rights requests (Chapter III GDPR);

• conducting Data Protection Impact Assessments (DPIAs);

• consultation with Supervisory Authorities.
  6.6 Delete or return all Personal Data after termination of the Agreement, unless retention is required by law.

7. Sub-Processing

7.1 The Controller grants BBOXAI a general written authorisation to engage Sub-Processors.
7.2 BBOXAI shall ensure Sub-Processors are subject to written agreements imposing data protection obligations no less protective than those under this DPA.
7.3 A list of current Sub-Processors shall be made available upon request.
7.4 The Controller may object to a material change in Sub-Processors on reasonable grounds. If no resolution is possible, the Controller may terminate the affected Service.

8. International Data Transfers

8.1 Where Personal Data is transferred outside the EEA, BBOXAI shall ensure adequate safeguards under Chapter V GDPR, including:

• Standard Contractual Clauses (SCCs);

• Binding Corporate Rules (BCRs); or

• adequacy decisions by the European Commission.
  8.2 The Controller authorises such transfers provided that appropriate safeguards are implemented.

9. Audit Rights

9.1 The Controller may, once per calendar year, conduct audits (directly or via an independent auditor) to verify compliance with this DPA.
9.2 Audits shall be subject to:
(a) at least thirty (30) days’ prior written notice;
(b) execution of confidentiality undertakings by the auditor;
(c) limitation to inspection of relevant facilities, records and measures relating to Personal Data Processing.
9.3 Costs of audits shall be borne by the Controller, unless a material breach is discovered.

10. Liability

10.1 Each Party shall be liable for damages caused by its own breach of this DPA or applicable data protection law.
10.2 BBOXAI’s total liability under this DPA shall be limited in accordance with the liability cap set out in the Agreement.

11. Termination

11.1 This DPA shall automatically terminate upon termination or expiry of the Agreement.
11.2 Upon termination, BBOXAI shall delete or return all Personal Data as instructed by the Controller, except where retention is required by applicable law.