TERMS OF SERVICE

Last updated on 01 December 2025

These Terms of service ("Terms") set forth the legally binding terms and conditions for use of the Website and the Services and govern the provision of the telecommunication Services by Third Parties Providers (mobile network operators) through Teleleo Platform and are a legal agreement between Teleleo Limited, incorporated and registered in England and Wales with company number 13578725 whose registered office is at 20 Hammersmith Broadway, London, England, W6 7AF ("Provider", "Teleleo", "us" or "we") and You, an individual, either acting on your own behalf and in your own interests, or acting on behalf of a business ("Customer", "you", "your").

BY REGISTERING FOR AND/OR USING THE SERVICE IN ANY MANNER, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THESE TERMS. You may not use the Service if you do not unconditionally accept these Terms. If you are accepting on behalf of an organisation, you represent and warrant that you have the authority to do so.

These Terms may be updated from time to time without notice. In case of the major changes, you will be provided with 2 months notification of the changes through a prominent notice within the Service and/or by email communication.

The Schedules form part of these terms and shall have effect as if set out in full in the body of these terms. Any reference to these terms includes the Schedules.

1. Definitions

   In these Terms, unless the context otherwise requires, the following definitions shall apply:

   Applicable Law:

   means:

   1. any applicable statute or proclamation or any delegated or subordinate legislation;
   2. any applicable judgment of a relevant court of law that is a binding precedent, in each case in force at any time in the UK or any other relevant jurisdiction; and
   3. any Regulatory Conditions.

   Data Protection Legislation:

   UK Data Protection Legislation (Including but not limited to UK Data Protection Act and UK GDPR), the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation or USA state or federal legislation relating to privacy.

   Data Subject:

   has the meaning set out in Article 4(1) of the UK GDPR.

   End-Users:

   Customer's users.

   End-User Data:

   all information (including, without limitation, call data relating to End-Users generated pursuant to these terms that can be related or identified to an End-Users.

   Good Industry Practice:

   the exercise of the highest degree of skill, care, prudence, efficiency, foresight and timeliness that would reasonably be expected from a person highly skilled and experienced in providing services similar to the Provider's Services.

   Intellectual Property Rights:

   patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in getup and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

   Provider's Equipment:

   any electronic communications equipment that are of a type approved under Applicable Law and are compliant with relevant standards having legal effect and which are used in connection with the Provider Platform.

   Provider's Marks:

   name, trade mark, service mark or logo owned and used by the Provider whether registered or unregistered.

   Provider's Platform:

   telecommunications systems, computer systems, networks, computer programs, databases and equipment used in the provision of the Services by the Provider.

   Personal Data:

   has the meaning set out in Article 4(1) of the UK GDPR.

   Security Measures:

   the Provider's security measures as set out in Schedule 1 as may be updated from time to time.

   Services:

   the services, responsibilities and outputs to be provided by the Provider to Customer in accordance with these terms.

   SIM Card:

   a removable subscriber identity module that allows access to the Third Party Providers (mobile network operators) and use of the Services when installed and used in connection with Provider's Equipment.

Agreed terms

1. Scope of Services

   1. The Provider shall perform the Services in compliance with Applicable Law (including Data Protection Legislation and any relevant requirements that may come into effect in the future relating to using Data Services for the transmission of voice) and the Mandatory Policies.
   2. Without prejudice to clause 2.1, the Provider does not guarantee that the Services will be provided uninterrupted or error free.
   3. The parties agree that:
      1. title to the SIM Cards that are used by the Customer remain with the Customer.
      2. risk in the Provider's Equipment shall pass to the Customer on delivery.
   4. Customer acknowledges and understands that Provider does not provide telecommunication services. Provider transmits and receives text messages and voice broadcasts via other major telecommunications companies and mobile network operators which are Third Party Providers, and thus Provider' influence over the timing of the transmission of messages and broadcasts is only within the technical constraints imposed upon Provider. While Provider shall use commercially-reasonable efforts to transmit messages and broadcasts to the applicable network for final delivery to the designated recipients as fast as possible, Provider cannot commit to, and does not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of messages and broadcasts across the public switched telephone network and/or Internet. Communications carriers assign text messages and voice broadcasts with a default lifetime and any message or broadcast that cannot be delivered successfully within the lifetime assigned to it will be discarded by the communications carrier without any notice. Provider is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and Client acknowledges that damages for financial or other loss resulting from delivery failure cannot be claimed from Provider for any such non-deliveries. Furthermore, to the full extent permitted by law, Client agrees that message and broadcast contents are deemed to have zero value.
   5. The Provider may at any time suspend the operation or provision of the Services for the purposes of modifying, expanding, improving, maintaining, varying or repairing the Provider Platform. The Provider shall endeavour to minimise any disruption to the Provider Platform and shall provide as much notice of any anticipated disruption to the Customer as is reasonably practicable.
   6. The Provider may only suspend a part of the Service for scheduled maintenance where:
      1. the Customer has been notified in writing at least one month in advance of the scheduled maintenance;
      2. where reasonably possible, the scheduled maintenance occurs after midnight and before 7.00 am on non-Business Days.
   7. The Provider shall perform its obligations under these Terms in accordance with:
      1. Good Industry Practice;
      2. all Applicable Law (including the Data Protection Legislation);
      3. the Security Measures in relation to access to the Provider's systems, the Provider Platform and the Provider Infrastructure.

2. Equipment

   1. In relation to any hardware provided by the Provider to User in order to provide the Services:
      1. Risk in equipment located at the Customer's premises shall (except where loss or damage is caused by the Provider's own negligence or breach of contract) transfer to the Customer upon delivery to the Customer's premises.
      2. Provider is not responsible for the misuse/improper/fraudulent use of the equipment and/or its functionalities.
   2. Where the usage of a SIM Card is required, the SIM Card plan shall include a minimum data allowance of 200 MB per month.
   3. The Provider offers a three-year statutory warranty in respect of the equipment.

3. User Accounts and Profiles

   1. In order to access the Services, you may be required to create an account, profile, or download Teleleo software. In creating your Customer Account, you agree to submit accurate, current, and complete information about yourself and/or legal entity you represent and keep such information updated. We reserve the right to suspend or terminate any Customer Account which is reasonably suspected to contain untrue, inaccurate, not current or incomplete information. User accounts, profiles, usernames, and passwords are associated with one individual only and you agree that you will never allow access by another person or entity at any time and to never access the account, profile, username, or password of another person or entity at any time. You must notify Provider immediately of any unauthorised use of your account or of any other breach in security that you are aware of.

4. Fees

   1. Payment for the equipment and access to the Services shall be according to your Subscription Plan and the Terms of Sale. Teleleo offers several service plans for users with different fees and functionality for each plan as specified in Pricing Section (link https://teleleo.com/pricing) on the Website.
   2. Subscription Term. If You subscribe to the Services for a term (the "Subscription Term"), then Your subscription will be automatically renewed for additional periods of the same duration as the initial Subscription Term at Provider's then-current fee for such features and functionality unless You decide not to renew Your subscription.
   3. Provider has the right at its sole discretion to modify, restructure or terminate any Subscription Plan.

5. Personal Data Protection

   1. Provider shall comply with all applicable requirements of the Data Protection Legislation in performing their duties or exercising their rights under these terms.
   2. Teleleo Privacy Policy describes how we will protect your privacy and handle your personal information when using our Site. By using the Site and Services, you acknowledge that you have read and understood this policy.
   3. If you are a business, parties acknowledge that for the purposes of the Data Protection Legislation, in respect of any personal data that is processed by the Provider on behalf of the Customer in the course of providing the Services, the Customer is the Controller and the Provider is the Processor (where Controller and Processor have the meanings given to them in the Data Protection Legislation). Schedule 1 (Data Processing Addendum) sets out the obligations of each party in respect of such processing, including the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subjects.

6. Intellectual Property Rights

   1. If and to the extent that any third-party Intellectual Property Rights are used, incorporated, or otherwise involved in the provision of the Services, all right, title and interest in such Intellectual Property Rights shall remain vested in the relevant third parties. Nothing in these terms shall operate to transfer, assign, or otherwise grant any rights in or to such Intellectual Property Rights except to the extent of any licence expressly provided by the relevant third party.
   2. Provider hereby grants to Customer a non-exclusive, non-sublicensable, terminable worldwide right to use, copy and display the Provider Software as reasonably necessary for Customer's use of the Service.
   3. Customer may not:
      1. transfer, sell, sublicense, monetise, or provide the functionality of any Software, Equipment, or Services to any third party, except as authorized by Provider;
      2. use the Software or Services on second hand or refurbished Teleleo equipment;
      3. remove, change, or conceal any product identification, copyright, proprietary, or intellectual property notices, or any Provider's Marks from any Teleleo software or equipment;
      4. reverse engineer, decompile, decrypt, disassemble, modify, or make derivative works of Teleleo software or equipment.

7. Termination

   1. Either party may terminate these terms with immediate effect by giving one month notice to the other party.
   2. Failure by the Customer to pay the Subscription Fee by the due date shall constitute a breach of these Terms and shall result in the Equipment being fully deactivated within 14 days of the payment due date.

8. Force Majeure

   1. Except for any payment obligations, neither party will be responsible for failure or delay to perform any obligation under these terms to the extent such failure is caused by a force majeure event (including an act of war, civil disturbance, hostility, strike, or sabotage; natural disasters, act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions of action by governmental entity; or other event outside the party's the reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to mitigate the effect of a force majeure event. If possible, obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

9. Limitation of Liability

   1. Nothing in these terms shall exclude or limit either party's liability for death or personal injury caused by its (or its agents or subcontractor's) negligence or for fraud or fraudulent misrepresentation or any other liability that cannot, as a matter of Applicable Law, be limited or excluded.
   2. THE WEBSITE, THE SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TELELEO HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT AS TO THE OPERATION OF THE WEBSITE AND THE SERVICES.
   3. Provider shall not, under any circumstances whatever, be liable for Customer's:
      1. loss of profits;
      2. loss of business;
      3. depletion of goodwill or similar losses;
      4. loss of anticipated savings;
      5. loss of goods;
      6. loss of contract;
      7. loss of use;
      8. loss or corruption of data or information; or
      9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses,
      howsoever caused and whether or not foreseeable.

10. Third-Party Rights

    1. Unless it expressly states otherwise, these terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.

11. Governing Law

    These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

12. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1: Data Processing Addendum

1. Purpose

This Data Processing Addendum ("DPA") forms part of the Terms and governs the processing of Personal Data by Provider on behalf of Customer.

2. Roles

Customer is the Controller and Provider the Processor.

3. Subject Matter and Duration

Processing relates to provision of telecommunications and messaging services and continues for duration of Terms.

4. Nature and Purpose

Provision of services as outlined in the terms.

5. Categories of Data Subjects

Customer's End-Users and Customer Personnel.

6. Types of Personal Data

Contact numbers, traffic and usage data.

7. Processor Obligations

Provider shall:

• process End-User Data only on Customer´s documented instructions;
• implement appropriate technical and organisational measures;
• ensure confidentiality commitments;
• assist Customer with data subject rights;
• notify Personal Data breaches without undue delay;
• allow audits subject to reasonable notice;
• delete or return Personal Data upon request upon termination.

8. Security Measures

Security Measures include:

Hosting security:

• 24x7 onsite security personnel;
• CCTV with 90 day backup;
• biometric/ photo badge access;
• encryption at rest and in transit;
• role-based access controls;
• firewalls, intrusion detection/prevention systems;
• regular vulnerability scanning;
• secure configuration of servers, databases, and network devices.

9. Sub-processors

Provider may engage sub-processors including telecom carriers subject to written agreements ensuring equivalent protections. Sub-processor list:

• Digital Realty located at Dublin DUB2, Unit 24 Hume Ave, Park West Business Park, Dublin 12, D12 YY88, Ireland

Customer hereby consents to the engagement of future sub-processors.