1. Definisi
Istilah-istilah yang terdapat dalam Perjanjian dan Syarat dan Ketentuan ini dengan huruf kapital pada awalnya didefinisikan dan memiliki arti sebagaimana tercantum dalam Klausul ini:
Perjanjian (Agreement): setiap perjanjian yang dibuat antara GoMessage.id dan Klien, termasuk semua Pesanan yang terkait, dimana Syarat dan Ketentuan ini berlaku.
Hukum yang Berlaku (Applicable Law): (i) hukum nasional, lokal, atau hukum lain yang berlaku, aturan, regulasi, pedoman regulasi yang dapat ditegakkan, perintah, keputusan, dekrit, atau putusan di yurisdiksi tempat Pelanggan mengakses dan menggunakan Platform serta Layanan GoMessage.id, termasuk namun tidak terbatas pada Peraturan Perlindungan Data Umum Uni Eropa (GDPR), yang berlaku terhadap penyediaan atau penerimaan Layanan dan/atau Layanan Pengguna Akhir di negara tempat Layanan dan/atau Layanan Pengguna Akhir diberikan; dan juga (ii) semua peraturan, pedoman, ketentuan, aturan kebijakan dan/atau persyaratan lain dari Operator di negara tempat Layanan dan/atau Layanan Pengguna Akhir diberikan.
Klien (Client): Pihak yang membuat Perjanjian dengan GoMessage.id.
Materi Klien (Client Materials): semua informasi, data, konten, dan materi lainnya, dalam bentuk atau media apapun, yang disediakan oleh atau atas nama Klien melalui Platform GoMessage.id atau kepada GoMessage.id.
Kekayaan Intelektual GoMessage.id (GoMessage.id IP): Platform GoMessage.id, Layanan, semua peningkatan, modifikasi, atau pengembangan dari hal-hal tersebut, serta seluruh Hak Kekayaan Intelektual yang terkait.
Undang-Undang Perlindungan Data (Data Protection Laws): undang-undang dan regulasi perlindungan data di negara tempat Klien didirikan dan setiap Undang-Undang Perlindungan Data yang berlaku bagi Klien dan/atau GoMessage.id sehubungan dengan Perjanjian.
Tanggal Berlaku (Effective Date): tanggal ketika Perjanjian tertentu mulai berlaku, sebagaimana tercantum dalam Formulir Pesanan.
Pengguna Akhir (End User): orang alami atau badan hukum yang diotorisasi oleh Klien untuk menggunakan Layanan Pengguna Akhir milik Klien.
Layanan Pengguna Akhir (End User Service): layanan yang diberikan oleh Klien kepada Pengguna Akhirnya melalui Platform GoMessage.id.
Operator (Operator): penyedia layanan komunikasi elektronik (seluler) yang menyediakan komunikasi suara dan data (nirkabel) serta layanan terkait lainnya kepada Operator lain dan/atau kepada pengguna akhir yang berlangganan.
Pesanan (Order): pesanan yang dilakukan oleh Klien dan diterima oleh GoMessage.id untuk Layanan, yang dapat dilakukan secara tertulis (fisik atau elektronik) oleh Para Pihak atau melalui situs web GoMessage.id.
Formulir Pesanan (Order Form): dokumen dalam bentuk fisik atau elektronik yang mencerminkan Pesanan, baik ditetapkan sebagai “Order”, “Statement of Work”, atau lainnya, dan dalam semua hal akan mencakup Pesanan yang dilakukan melalui situs web GoMessage.id.
Platform GoMessage.id (GoMessage.id Platform): lingkungan komputasi milik GoMessage.id yang dirancang untuk menciptakan koneksi antara jaringan Operator dan sistem Klien.
Data Pribadi (Personal Data): setiap informasi terkait orang alami yang teridentifikasi atau dapat diidentifikasi (‘Subjek Data’) yang diproses oleh GoMessage.id dalam perannya sebagai Pemroses sebagai bagian dari pemberian Layanan kepada Klien berdasarkan Perjanjian.
Pemrosesan/Memproses (Processing/to Process): setiap operasi atau serangkaian operasi yang dilakukan terhadap Data Pribadi, baik dengan cara otomatis atau tidak, termasuk mengumpulkan, mengakses, menyimpan, menggunakan, menggabungkan, mentransfer, mengungkapkan, atau menghapus Data Pribadi.
Layanan (Service): layanan yang diberikan GoMessage.id kepada Klien berdasarkan Perjanjian sebagaimana dijelaskan secara tegas dalam Formulir Pesanan.
Lalu Lintas (Traffic): komunikasi elektronik dan/atau lalu lintas data dari dan ke telepon seluler dan/atau saluran tetap, perangkat seluler atau aplikasi daring. Lalu lintas ini termasuk namun tidak terbatas pada SMS, MMS, Push, OTT, RCS, suara dan/atau data.
2.1 Syarat dan Ketentuan ini berlaku untuk semua Pesanan, Formulir Pesanan, dan perjanjian antara GoMessage.id dan Klien, kecuali Para Pihak secara tegas menyetujui hal lain secara tertulis.
2.2 Penerapan setiap syarat dan ketentuan umum (pembelian) yang digunakan oleh Klien, atau syarat dan ketentuan lain selain dari Perjanjian ini dan Formulir Pesanan, dengan ini secara tegas dikecualikan.
2.3 Para Pihak setuju untuk berkontrak secara elektronik dan bahwa tanda tangan elektronik memiliki bobot dan efek yang sama dengan dokumen asli. Rujukan pada “tertulis” di mana pun dalam Perjanjian ini dianggap mencakup semua komunikasi dalam bentuk elektronik maupun kertas.
2.4 Hukum yang Berlaku berlaku untuk Layanan Pengguna Akhir yang ditawarkan oleh Klien kepada Pengguna Akhirnya. Klien harus memahami semua Hukum yang Berlaku (termasuk dengan memperoleh nasihat hukum independen bila diperlukan) yang terkait dengan penggunaan Layanan dan penawaran Layanan Pengguna Akhir. GoMessage.id tidak memberikan jaminan maupun bertanggung jawab dalam hal ini.
3.1 Semua harga yang tercantum dalam USD dan belum termasuk pajak pertambahan nilai (PPN) dan/atau pajak lain, biaya, atau pungutan yang dikenakan oleh otoritas pemerintah.
3.2 Harga dan tarif yang berlaku tercantum di situs web GoMessage.id dan/atau dijelaskan dalam Perjanjian. Kecuali harga tetap secara tegas disepakati dalam Formulir Pesanan, GoMessage.id berhak untuk mengubah harga dan tarif tanpa pemberitahuan. Klien akan dikenakan biaya untuk semua Lalu Lintas yang dikirim ke, dan diterima oleh, Platform GoMessage.id melalui koneksi Klien.
3.3 Jika harga tetap secara tegas disepakati dalam Perjanjian untuk satu atau lebih Layanan, GoMessage.id hanya berhak mengubah harga tetap tersebut setelah adanya persetujuan tertulis dari Klien.
3.4 Tanpa mengesampingkan klausul 3.3, GoMessage.id berhak setiap saat untuk mengubah harganya akibat perubahan Hukum yang Berlaku, peningkatan harga pembelian pesan, dan/atau perubahan tarif yang dilakukan oleh Operator. GoMessage.id akan berupaya secara wajar untuk memberi tahu Klien sebelumnya mengenai kenaikan harga tersebut.
3.5 Klien harus membayar semua faktur tanpa penangguhan, kompensasi, atau pemotongan dalam waktu empat belas (14) hari sejak tanggal faktur, kecuali Perjanjian secara eksplisit memuat ketentuan pembayaran yang berbeda.
3.6 Jika Klien gagal membayar kepada GoMessage.id jumlah yang jatuh tempo dalam jangka waktu yang disepakati, bunga komersial yang berlaku secara hukum akan dikenakan atas jumlah yang tertunggak tanpa memerlukan pemberitahuan wanprestasi dari GoMessage.id. Klien akan mengganti semua biaya dan pengeluaran wajar (termasuk biaya pengacara) yang dikeluarkan GoMessage.id untuk menagih keterlambatan pembayaran atau bunga. Pembayaran tepat waktu atas seluruh jumlah yang jatuh tempo merupakan syarat mutlak bagi semua kewajiban GoMessage.id dan hak Klien berdasarkan Perjanjian ini.
3.7 GoMessage.id berhak meminta pembayaran uang jaminan sebagai syarat untuk memberikan Layanan. Dari waktu ke waktu selama masa Perjanjian, GoMessage.id dapat menyesuaikan jumlah jaminan setelah berkonsultasi dengan Klien. Setelah berakhirnya Perjanjian, uang jaminan akan dikembalikan kepada Klien setelah dikompensasikan dengan jumlah yang masih terutang oleh Klien kepada GoMessage.id. Pengembalian jaminan akan dilakukan dalam waktu dua (2) bulan kalender setelah berakhirnya Perjanjian. GoMessage.id tidak berkewajiban menempatkan jaminan di rekening terpisah dan jaminan tersebut tidak akan memperoleh bunga untuk Klien.
3.8 Klien bertanggung jawab atas pembayaran PPN dan/atau pajak atau pungutan lain yang berlaku atas Layanan Pengguna Akhirnya. Klien wajib mengganti kerugian GoMessage.id terhadap semua klaim dari otoritas pajak terkait hal ini serta semua kerugian, denda, dan biaya yang timbul karenanya.
3.9 Jika terdapat biaya bank, Klien harus menanggung biaya yang dikenakan oleh banknya sendiri, bank perantara, dan bank GoMessage.id sebagaimana tercantum dalam faktur saat melakukan pembayaran berdasarkan Perjanjian. Jumlah bersih yang diterima GoMessage.id harus sesuai dengan jumlah yang difakturkan. Dalam hal ini, Klien tetap bertanggung jawab untuk membayar setiap kekurangan dari jumlah yang jatuh tempo.
3.10 Tanpa mengesampingkan klausul 3.3, GoMessage.id berhak menyesuaikan harga (tetap maupun umum) setiap tahun pada awal tahun kalender berikutnya untuk mencerminkan perubahan tahunan dalam Indeks Harga Konsumen (CPI) nasional. GoMessage.id akan berupaya secara wajar untuk memberi tahu Klien sebelumnya mengenai kenaikan harga tersebut.
4.1 Client will ensure a secure, continuously working connection at its own cost to the peacom.co Platform.
4.2 Client shall ensure that access to the connection and the account of Client is limited to authorized employees of Client and that log-in credentials are stored securely. It is not permitted to authorize use to other persons and/or third parties. Client is responsible for all activity occurring on its account, even if not authorized by Client.
4.3 Client is responsible for the sending and/or delivery of Traffic up to the point of interconnection with the Platform of peacom.co. Client is responsible for appropriate encryption and security of its Traffic.
4.4 Client shall only use the Services for their intended and normal purpose and/or purposes as agreed and described in the Agreement. Without limitation, Client shall not: (i) reverse engineer or otherwise attempt to gain unauthorized access to any component of the peacom.co Platform; (ii) resell the peacom.co Platform or otherwise use or allow any person to use the peacom.co Platform or Service for any purpose other than for the benefit of Client in accordance with this Agreement; (iii) interfere with, or disrupt the integrity or performance of, the peacom.co Platform, or any data or content contained therein or transmitted thereby; (iv) collect data from or regarding the peacom.co Platform, save for Service features provided by peacom.co use expressly for such purposes; or (v) use the Service, peacom.co Platform or any other peacom.co Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Service or peacom.co Platform.
4.5 Client is responsible for the content of Traffic sent by Client, the lawfulness of the Traffic and the identity of the relevant End User, including as to whether such End User has provided a valid consent to receive Traffic, and guarantees that it complies with Applicable Law and does not infringe third-party rights. The Client will maintain up to date records of end user consent and provide these to peacom.co upon request. The Client will not send any unsolicited traffic, nor other unethical, illegal, punishable or otherwise fraudulent or illicit traffic or content.
4.6 Client hereby grants peacom.co a non-exclusive, worldwide, royalty-free right and license, with the right to sublicense, to use, host, reproduce, display, perform, modify the Client Materials solely for the purpose of operating, improving and providing the Service and peacom.co’s other related products, services and technologies during the term of this Agreement.
4.7 Client shall cooperate with peacom.co and provide any information reasonably required for boarding and acceptance procedures of Operator(s). Without limitation, Client will provide peacom.co the full name of its company, its address, Chamber of Commerce or company registration number and VAT number (if applicable) and the name of its director(s) / officer(s) authorized to sign the Agreement. Changes to these details must be submitted to peacom.co in writing.
4.8 Client acknowledges and agrees that peacom.co may be obliged by Operators and/or competent authorities to provide the data of Client as described in the previous paragraph and the data of other parties that are being connected via Client. Client shall provide all such data requested by peacom.co within three (3) Working Days.
4.9 Client shall cooperate with any audit which investigates whether the Client is acting in accordance with Applicable Law.
5.1 Client represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Client Materials as contemplated by this Agreement; (ii) peacom.co’s use of the Client Materials in accordance with this Agreement will not violate any Applicable Law or cause a breach of any agreement or obligations between Client and any third party; and (iii) the promotion of the End User Service will not infringe the Intellectual Property Rights of third parties or violate Applicable Law.
5.2 Client will indemnify, defend and hold peacom.co harmless for all losses, damages, liabilities and costs (including reasonable attorneys’ fees) (“Losses”) incurred by peacom.co resulting from any claim, suit or proceeding brought by a third party against peacom.co arising from (i) the End User Service or Client Materials, including, without limitation, (A) any claim that the End User Service or Client Materials infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any claim that the use, provision, transmission, display or storage of the Client Materials violates any Applicable Law; and (ii) use of the peacom.co Platform and Service by Client in a manner that is not in accordance with this Agreement. peacom.co will promptly notify Client of the claim for which indemnity is being sought, and will reasonably cooperate with Client in the defense and/or settlement thereof. Client will have the sole right to conduct the defense of any claim for which Client is responsible hereunder (provided that Client may not settle any claim without the peacom.co's prior written approval unless the settlement is for a monetary amount, unconditionally releases peacom.co from all liability without prejudice, does not require any admission by peacom.co, and does not place restrictions upon peacom.co's business, products or services). peacom.co may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if Client refuses to fulfill its obligation of defense, peacom.co may defend itself and seek reimbursement from Client.
6.1 Services are rendered and made available in accordance with the peacom.co Service Level Agreement (‘SLA’) included herein by reference.
6.2 If the Client acts contrary to an obligation under clause 4, Applicable Law, Operator guidelines or the obligation to pay the amounts due to peacom.co within the agreed payment terms, peacom.co is entitled to suspend provision of the Service without limitation to any other remedy available to peacom.co, including cancellation of this Agreement and/or a claim for specific performance and/or damages.
6.3 If any monthly fees are due under the Agreement the Client remains liable for payment of such fees for the period that the provision of the Service is suspended in accordance with the provisions of this clause.
6.4 As soon as the reason for suspension in accordance with the provisions of this clause is removed by Client, peacom.co shall resume delivery of the Service unless peacom.co believes that the nature and/or frequency of Client's non-compliance is such that the provision of the Services should be canceled permanently.
7.1 peacom.co is entitled to set off the amounts the Client owes to peacom.co against the amounts peacom.co owes to the Client.
7.2 If peacom.co and the Client or any of their affiliates have entered into more than one Agreement, the peacom.co may set off amounts under any of those agreements, regardless of the Agreement from which the payment obligations in question derive
8.1 If the Client disputes the accuracy of an invoice sent by peacom.co, Client will provide a detailed complaint within the payment term applicable to the invoice in question by written notice to peacom.co. Clients may only dispute an invoice if the amount in dispute is greater than €150.00 (excluding taxes) and greater than three (3%) percent of the invoice amount (excluding taxes).
8.2 The Client will only be entitled to suspend payment of the disputed part of the invoice, if the amount disputed by the Client exceeds 5% of the total amount of the invoice in question (excluding VAT). Client shall promptly pay any undisputed portion of any invoice.
9.1 As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. [For clarity, the peacom.co Platform and the Service will be deemed Confidential Information of peacom.co. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this Agreement will limit or restrict peacom.co’s ability to use or disclose any general know-how, experience, concepts and/or ideas that peacom.co or its personnel acquire or obtain in connection with the performance of peacom.co’s obligations hereunder.
9.2 The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or enforce its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
9.3 Each Party's obligations with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
9.4 The terms and conditions of this Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
9.5 Client hereby grants to peacom.co the right and permission to use Client's name and company logo in marketing, sales, financial, and public relations materials and other communications of peacom.co to identify Client as a Client of peacom.co. peacom.co hereby grants to Client the express right to use peacom.co's logo solely to identify peacom.co as a provider of Services to Client, subject to peacom.co’s prior written approval in each instance. All goodwill and improved reputation generated by Client’s use of peacom.co’s name and logo inures to the exclusive benefit of peacom.co; and all goodwill and improved reputation generated by peacom.co’s use of Client’s name and logo inures to the exclusive benefit of peacom.co. Other than as expressly stated herein, neither Party shall use the other Party's name(s), marks, logo’s, URL’s or specifications without the prior written permission of the other Party.
10.1 peacom.co may process personal data either as a data controller or as a data processor. Personal data may include Client Personal Data and End-user Personal Data.
10.2 Where peacom.co is processing Client Personal Data they shall act as a data controller under applicable Data Protection Laws. Data concerning the Client may include contact data, financial data and Platform usage data. Any such data is processed for contract management purposes, customer support, credit checks, prevention of fraud and criminal activities and ‘know your customer’(‘KYC’) processes. Data can additionally be used for statistical research and to contact Client for marketing activities of peacom.co and its affiliates. peacom.co will process such data only where this is necessary for the performance of the Agreement, in order to comply with a legal obligation to which peacom.co is subject or where the processing is necessary for the purposes of the legitimate interests pursued by peacom.co or a third party. For the purpose of carrying out credit checks and monitoring to prevent fraud and criminal activities, peacom.co may also share Client Personal Data for these purposes with third parties working on behalf of CM or in order to comply with a legal obligation to which peacom.co is subject.
10.3 Where peacom.co is processing End-user Personal Data as a public electronic communication service provider, under the applicable telecom laws and Data Protection Laws they shall act as an independent data controller with respect to the processing of Personal Data (including but not limited to End-user data) which is necessary for the operation of the electronic communication service. Such data includes but is not limited to Traffic Data. Purposes for which End-user Personal Data are processed are providing the Service, providing continuous information to Client through peacom.co Analytics, billing purposes, financial administration, handling complaints and disputes, traffic control, providing information to emergency services, preventing fraud and criminal activities. peacom.co will process such data only where this is necessary for the performance of the Agreement, in order to comply with a legal obligation to which peacom.co is subject or where the processing is necessary for the purposes of the legitimate interests pursued by peacom.co or a third party.
10.4 When processing data under clauses 10.2 and 10.3 above, peacom.co shall fully comply with its obligations under applicable Data Protection Laws
10.5 Where peacom.co is processing End-user Personal Data other than as a public electronic communication service provider and are not otherwise determining purpose and means for the processing of such personal data, they are data processors under applicable Data Protection Laws. Part II (data processing) of these Terms applies to any such processing of End-user Personal Data.
10.6 Notwithstanding anything in this clause 10 and/or Part II of these Terms and Conditions, peacom.co will have the right to collect, extract, compile, synthesize and analyze non-personally identifiable data or information resulting from Client's use or operation of the Services including, by way of example and without limitation, information relating to volumes, frequencies, bounce rates, or any other information regarding communications (“Service Data”) Client, its End Users or recipients generate and send using the Services. To the extent any Service Data is collected or generated by peacom.co such data will be solely owned by peacom.co and may be used by peacom.co for any lawful business purpose without a duty of accounting to Client, provided that such data is used only in an aggregated form, without directly or indirectly identifying any person.
11.1 Subject to the limited rights expressly granted hereunder, peacom.co reserves and, as between the Parties, peacom.co will solely own, all rights, title and interest in and to the peacom.co IP. No rights are granted to Client hereunder other than as expressly set forth herein and peacom.co reserves all right, title, and interest in and to the peacom.co Platform and Service, the underlying technology and code, and all enhancements, adaptations, improvements, or modifications to the foregoing whether developed during or independent of this Agreement and all Intellectual Property Rights associated therewith.
12.1 The Client recognizes that access to the internet, telecommunication networks and other communication media are subject to uncertainties, including but not limited to, in relation to availability of services, reliability of transmission, authorizations, authenticity and data security. peacom.co does not warrant that the Services are, or will be completely error-free, bug-free or uninterrupted peacom.co shall not be liable for any stoppages, slowdowns, interruption of the Service, performance problems or other problems, that are due to circumstances beyond its control, including, but not limited to, disturbance of radio, telephone and/or telecom transmissions outside the peacom.co Platform, Client’s use of the peacom.co Platform in a manner that is not in accordance with this Agreement, deficiencies or limitations in Client’s hardware, systems, software, or processes, deficiencies or limitations in internet or wireless connections. In the event of an error, bug or interruption, peacom.co shall use its reasonable efforts to restore the Service in accordance with proper practices recognized in the electronic communications industry.
12.2 The peacom.co Platform, Service and other peacom.co IP are provided on an “as is” basis. peacom.co makes no warranties or representations to Client or any other party regarding the peacom.co IP, including the peacom.co Platform, Service or any other services provided hereunder. To the maximum extent permitted by applicable law, peacom.co hereby disclaims all warranties and representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and warranties arising out of course of dealing or usage of trade. Without limiting the foregoing, peacom.co hereby disclaims any warranty that use of the peacom.co Platform will be error-free, bug-free or uninterrupted.
12.3 To the maximum extent permitted by applicable law, neither Party will be liable to the other under or in relation to this Agreement or the provision of the Service, even if advised of the possibility of such damages and whether such liability arises from any claim based on tort, including negligence, breach of contract, strict liability, or otherwise, for any of the following: (i) loss of profits, revenues or sales; (ii) loss of bargain; (iii) loss of opportunity; (iv) the cost of substitute services or other economic loss, (v) loss of use of any service or any computer equipment; (vi) loss of time on the part of management or other staff; (vii) professional fees or expenses; (viii) business interruption (ix) damage to or loss of data; (x) loss of goodwill or reputation, or (xi) any indirect, special, incidental, exemplary, punitive or consequential damages of any kind howsoever arising, and whether or not a party was advised of the possibility of such loss or damage.
12.4 The limitations on liability specified in this Clause 12 shall not apply in the event of willful intent or gross negligence by either party, or in case of personal injury or death.
13.1 A Party is not bound to meet any obligation under the Agreement (other than any obligation to pay amounts due under this Agreement) if it is prevented from doing so as a consequence of force majeure. The term 'force majeure' is used in this context to include but is not limited to: government interventions, strikes, disease, pandemic, epidemic, acts of terrorism or threat thereof, interruption of operations, energy disruptions, interruptions in telecommunications facilities of third parties, failure or late compliance by ancillary suppliers of peacom.co or other third parties engaged by peacom.co, as well as every other circumstance that a Party could not reasonably have avoided or prevented, which creates an obstacle to the normal performance of the Agreement.
13.2 If a Party is prevented from complying with its obligations due to force majeure, it shall make this known to other Party within ten (10) Working Days following the day on which the situation of force majeure arose.
14.1 The initial term of this Agreement begins on the Effective Date and expires at the end of the initial term specified in the Order Form (the “Initial Term”). If the Initial Term is not specified in the Order Form, then the Initial Term will expire one (1) year from the Effective Date.
14.2 Following the Initial Term, this Agreement will automatically renew for additional periods of the same duration as the Initial Term, or for a period of one (1) year, whichever is shorter (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party terminates the Agreement in writing by giving three (3) months' notice to the other Party before the end of then-current Initial Term or Renewal Term.
14.3 peacom.co may terminate the Agreement or the provision of a Service at any time, effective on written notice to Client and without any liability towards Client if peacom.co considers that further execution of the Service cannot reasonably be expected on economic grounds.
14.4 Either Party may terminate the Agreement effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured ten (10) Working Days after the non-breaching Party provides the breaching Party with written notice of such breach.
14.5 Either Party may further terminate the Agreement effective on written notice to the other Party : a. if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; b. if the situation of force majeure as referred to in clause 13 lasts longer than twenty (20) Working Days; c. if such termination is required by the authorities or because of changes to the terms and conditions of Operator(s).
14.6 If at the time of such termination as is referred to in clause 14.4 and 14.5 the Client has already received any performance in the execution of the Agreement, any amounts invoiced by peacom.co before the termination in connection with that received performance shall remain fully due and shall become immediately payable upon termination.
14.7 Provisions which by their nature are intended to survive termination of the Agreement shall continue to apply after the end of the Agreement. These provisions among other things form part of clauses 5 (Client Warranty and Indemnification), 7 (Setting-off), 9 (Confidentiality & Publicity), 10 (Personal Data), 11 (Intellectual Property), 12 (Liability), 13 (Force Majeure), 14.6 and 14.7 (Duration and Termination of the Agreement), 16 (Applicable law and Disputes) of these Terms and Conditions.
15.1 This Agreement may not be assigned by either Party without the written consent of the other Party, in whole or in part, such consent not to be unreasonably withheld; provided, however, that either Party may assign this Agreement without prior notice or permission to any affiliate of such entity or to a third party that succeeds to all or substantially all of such entity’s business and assets relating to the subject matter of this Agreement, whether by merger, acquisition, sale of a majority of its equity, sale of substantially all of its assets , or a similar transaction. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns.
15.2 peacom.co is entitled to engage affiliates and other third parties for delegating the performance of the Agreement.
16.1 This Agreement (and any matters arising from or related hereto) will be governed by and construed in accordance with the laws of Spain without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
16.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be settled by the competent court in Madrid.
17.1 Without prejudice to clause 17.4, amendments and additions to the Agreement or other notifications are only valid and binding upon the parties if they are agreed in writing and have been signed by the persons authorized for this purpose on behalf of both Parties. Any amendment or addition will only apply to the relevant Agreement.
17.2 This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the Parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the Parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. Neither Party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other Party, or to bind such other Party in any manner. Nothing contained in this Agreement will be deemed to create any third party beneficiary right upon any third party whatsoever, except that peacom.co’s parent company and affiliates will be third-party beneficaries of the provisions in this Agreement and such provisions will apply to such parent and affiliates, including (but not limited to) those relating to intellectual property, indemnity, disclaimers, arbitration, and damages limitation and waivers. Each of the Parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the Parties’ intent as manifested herein.
17.3 Contact persons for each Party may only represent and bind Parties insofar as this concerns “day-to-day” operational performance of the Agreement.
17.4 All notices required or permitted under this Agreement will be in writing, will reference this Agreement. All notices to peacom.co will sent to CM Communication Platform & Technology SL, Calle Sardenya 229, 4a, 28001, 08013 Barcelona (ES), and all notices to Client will be sent to the address set forth in the relevant Order Form; or to such other address as may be specified by the relevant Party to the other Party in accordance with this Section 18.3. Such notices shall deemed given: (i) when delivered personally; (ii) one (1) Working Day after deposit with a nationally recognized express courier, with written confirmation of receipt; or (iii) three (3) Working Days after having been sent by registered or certified mail, return receipt requested, postage prepaid.
17.5 peacom.co is authorized to modify these Terms and Conditions at any time. peacom.co will inform Client of any modifications. If Client doesn’t object in writing within a month from the date of sending of the modification notification, the modifications to the Terms and Conditions are deemed accepted by Client. If Client objects, the previous Terms and Conditions remain applicable. However, peacom.co then alternatively has the right to cancel the Agreement with Client by giving one (1) month written notice.
18.1 In Part II of these Terms and Conditions, except where set forth otherwise and in addition to the terms set out in Part I, the following terms shall have the following meanings:
Technical and Organizational Measures: measures to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of Processing.
Personal Data Breach: a breach of security leading to the accident or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.
Expressions such as, ‘Data Subject’, ‘Data Processor’, ‘Data Controller’, ‘Data Protection Impact Assessment’, etc. shall have the meaning ascribed to them in the Data Protection Laws.
18.2 References to Data Protection Laws shall be replaced with or incorporate references to any laws replacing or amending those Data Protection Laws, and the equivalent terms defined in such laws, once in force and applicable.
18.3 In case of any conflict, the provisions of this Part II concerning Processing of Personal Data shall take precedence over the provisions of the Agreement and/or Part I. Where individual provisions of this Part II are invalid or unenforceable, the validity and enforceability of the other provisions shall not be affected.
19.1 Compliance
19.1.1 Client shall, in its use of the Service, Process Personal Data in accordance with the requirements of Data Protection Laws. For the avoidance of doubt, Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Client shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Client acquired Personal Data.
19.1.2 Client shall maintain accurate and complete records of the use of the Service under the Agreement during the term of the Agreement and as required under the Data Protection Laws. Upon reasonable written notice, Client shall provide information as requested and where required by peacom.co, any Operator, regulator or other competent authority. Without limiting the generality of any other provision of the Agreement, prior to using the Service, Client shall obtain verifiable informed consent of the End Users or be able to provide confirmation of any other applicable lawful basis for Processing, and shall maintain a record of each such consent and/or lawful basis.
20.1 Instructions
20.1.1 peacom.co shall Process Personal Data in accordance with this Part II and the Agreement, and for the purposes and in the manner specified by Client from time to time in the Agreement and further instructions within the scope of the Agreement.
20.1.2 In case peacom.co is required to Process Personal Data under mandatory law as specified in this Part II or the Agreement, peacom.co shall for those purposes be considered an independent controller. If peacom.co is required to Process Personal Data under mandatory law peacom.co shall inform Client hereof in writing before Processing unless the law prohibits providing such information.
20.2 Technical and Organizational Measures
20.2.1 Taking into account the state of the art, the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, peacom.co shall implement appropriate Technical and Organizational Measures (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data) to ensure a level of security appropriate to the risk.
20.2.2 peacom.co shall test, assess and evaluate the effectiveness of Technical and Organizational Measures for ensuring the security of the Processing on an ongoing basis. peacom.co shall continuously enhance and improve Technical and Organizational Measures.
20.3 Personnel requirements
peacom.co ensures that persons authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Access to Personal Data is restricted to personnel who require access in order to perform the Services under the Agreement.
20.4 Confidentiality
peacom.co agrees that it shall maintain the Personal Data in confidence. In particular, peacom.co agrees that it shall not disclose any Personal Data supplied to peacom.co by, for, or on behalf of Client to any third party without Client's prior consent, except as foreseen and required for the performance of the Service under the Agreement or mandatory law.
20.5 Data Subject Rights
20.5.1 Where Client so instructs peacom.co, peacom.co shall transfer, correct, delete or block Personal Data if Client receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”).
20.5.2 peacom.co shall promptly notify Client if peacom.co receives a Data Subject Request. Taking into account the nature of the Processing, peacom.co shall assist Client, for the fulfillment of Client’s obligation to respond to a Data Subject Request under Data Protection Laws. peacom.co shall assist Client in responding to such Data Subject Request, to the extent peacom.co is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws. To the extent legally permitted, Client shall be responsible for any costs arising from peacom.co’s provision of such assistance.
20.6 Assistance with Client’s compliance
peacom.co shall provide to Client further assistance reasonably required to ensure compliance with Client's obligations under Data Protection Laws, including with respect to: (a) data protection impact assessment, by providing such information and cooperation as Client may require for the purpose of assisting Client in carrying out a data protection impact assessment and periodic reviews to assess if the Processing of Personal Data is performed in compliance with the data protection impact assessment; (b) prior consultation with a data protection supervisory authority regarding high risk Processing.
20.7 Compliance, information and audit
20.7.1 peacom.co has obtained third-party certifications set forth in the Security & Compliance section on the website of peacom.co, which provides information on Technical and Organizational Measures and data security. Upon Client’s written request, and subject to the confidentiality obligations set forth in the Agreement, peacom.co shall make available to Client, that is not a competitor of peacom.co (or Client’s independent, third-party auditor that is not a competitor of peacom.co) a copy of peacom.co’s then most recent third-party certifications and information regarding the IT architecture and security, as applicable and reasonably requested.
20.7.2 Client has the right to appoint an accredited external expert at most once per year to audit the procedures regarding the data Processing for Client. peacom.co will cooperate with such an audit upon a reasonable prior written notice of no less than ten Working days. Client shall reimburse peacom.co for any time expended by peacom.co for any such audit at peacom.co’s then-current professional services rates, which shall be made available to Client upon request. Before the commencement of any such audit, the Parties shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Client shall be responsible.
20.7.3 peacom.co is entitled to request that the external expert signs a confidentiality declaration in favor of peacom.co. The confidentiality declaration shall contain the terms and conditions that are usual for this type of declaration. Any report or statement provided by the external expert shall be made available to peacom.co. Client shall ensure that the audit hinders peacom.co 's operations as little as possible.
20.8 Records
peacom.co shall maintain complete, accurate and up to date records of Processing activities carried out on behalf of its Clients.
20.9 Affiliates and Sub-processors
20.9.1 Some or all of peacom.co’s obligations under the Agreement may be performed by Affiliates of peacom.co. For the purpose hereof an “Affiliate” means a legal entity directly or indirectly Controlling, Controlled by, or under common Control with peacom.co, for so long as such Control lasts. "Control" shall exist through the direct or indirect ownership of more than 50% of the share capital of the legal entity or of more than 50% of the issued share capital entitling the holders to vote for the election of directors or persons performing similar functions. peacom.co and its Affiliates have entered into intra-company arrangements, under which its Affiliates Processing Personal Data adopt safeguards consistent with those of peacom.co. peacom.co is responsible for compliance of its Affiliates' with this Agreement.
20.9.2 Client acknowledges and agrees that (a) peacom.co’s Affiliates may be retained as Sub-processors; and (b) peacom.co and peacom.co’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Provided always peacom.co or a peacom.co Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Personal Data to the extent applicable to the nature of the Service provided by such Sub-processor.
20.9.3 peacom.co shall be responsible for each of its Sub-processors to the same extent peacom.co would be responsible if performing the services of each Sub-processor directly under the terms of the Agreement.
20.10 Breach Notification
In respect of a Personal Data Breach, peacom.co shall: (a) notify Client of a Personal Data Breach involving peacom.co or a sub-contractor without undue delay (but in no event later than forty-eight hours after becoming aware of the Personal Data Breach). (b) provide reasonable cooperation and assistance to Client in relation to any action to be taken in response to a Personal Data Breach under applicable Data Protection Laws, such as Art. 33(3) and 34(3) GDPR, including regarding any communication of the Personal Data Breach to the Data Subject and data protection authorities. peacom.co will promptly investigate a Personal Data Breach and take reasonable measures to identify its root cause(s) and prevent a recurrence. As information is collected or otherwise becomes available, unless prohibited by law, peacom.co will provide Client with a description of the Personal Data Breach, the type of data that was the subject of the Personal Data Breach, and other information Client may reasonably request. The Parties agree to coordinate in good faith on developing the content of any related public statements or any required notices for the affected Data Subjects and/or the relevant data protection authorities.
21. Storage, retention and deletion of Personal Data peacom.co shall Process and retain data, including Personal Data, in accordance with Applicable Law, regulations, including but not limited to national telecom legislation and Data Protection Laws. The data, including Personal Data, submitted to the platform of peacom.co shall be Processed and stored in accordance with peacom.co’s data retention policy. The Personal Data shall be retained for no longer than is necessary for providing the Services under the Agreement, for the purposes as stated in Part I and as far as required and/or allowed under Applicable Law. peacom.co shall de-identify or depersonalize data into anonymized data after the applicable retention period. This results in data that includes no Personal Data or unique identifiers that could later be used to refer to the Personal Data to which the data was once associated.
22. Description of Processing
22.1 Nature and Purpose of Processing peacom.co will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Agreement, and as further instructed by Client in its use of the Services.
22.2 Categories of Data Subjects Client may submit data to peacom.co in using the Service, the content of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: • (Potential) customers (who are natural persons) of Client or its clients; • Employees, contractors, advisors, freelancers or persons hired by (customers of) Client; • Contact persons of Client’s prospects, customers and business partners; • Client’s users authorized by Client to use the Services.
22.3 Type of Personal Data Client may submit Personal Data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: First and last name, Contact information (company, address, email, phone), IP address.
23. Purposes of Processing The Personal Data is Processed for the following purposes: Provision of the Services as detailed in the Agreement, handling complaints and disputes, Client support, providing information to emergency services, preventing fraud and criminal activities on peacom.co’s platform.
In the event that messaging Services are a part of the Service provided to Client under the Agreement, the following conditions apply:
24. General The Client is responsible for the content of all messages sent by Client and guarantees that these comply with Applicable Law.
25. Additional Terms and Conditions SMS Messaging
25.1 The messaging account(s) of Client have a standard message limit of 50,000 messages. peacom.co will send Client an electronic notice (e-mail) when Client reaches 75% of the standard message limit.
25.2 After receiving the message limit notification, Client will be able to pay for the messages for which no payment has been received by peacom.co. Due and timely payment will prevent the messaging account from being (temporarily) suspended when the message limit is reached. Client may request an increase of the applicable message limit. Client hereby agrees that peacom.co may, in its sole discretion, modify (increase or decrease) or cancel the message limit at any time by email notification to Client and with immediate effect. Any requested change of the message limit requires written approval of peacom.co. Until the credit limit has been increased or messages have been paid by Client, peacom.co has the right to suspend the Services without further notice and/or any liability. peacom.co is under no obligation to send SMS messages until payment is received and/or the limit is increased and accepts no liability for the consequences of said SMS messages not being received by the End Users.
26. Additional Terms and Conditions OTT, Social Media and Push Services
26.1 OTT, social media and Push Services provide the Client with the possibility to communicate, share information with, and regarding individual End Users using OTT, social media applications and/or in-app push messaging. It is the sole responsibility of the Client to ensure the communication, the information obtained and sent to the End User is sufficiently secured and protected, and that Client has obtained the required informed consent of each individual End User, or has a lawful basis, before Processing or transferring any information of said End User using OTT, social media channels or push messaging. peacom.co shall not have any responsibility in this regard and peacom.co shall provide (access to) OTT, social media and Push Services and all information on “as is” and “as available” basis.
26.2 The terms and conditions of the organizations providing the various OTT, social media platforms and services integrated in the Service are applicable to the use of the Service by Client. It is Clients responsibility to ensure compliance with said general terms and conditions and Applicable Law. Client shall indemnify, defend and hold harmless peacom.co and its affiliates against all liabilities, losses, damages, claims, penalties, fines and costs (including reasonable legal costs) resulting from or arising out of the failure by Client to comply with terms and conditions applicable to the Clients use of OTT, social media and Push Services.
27. Additional Terms and Conditions WhatsApp Business Solution In the event that WhatsApp Business Solution is a part of the Service provided to Client under the Agreement, the following conditions apply and Client hereby unconditionally accepts and agrees to the WhatsApp Business Solution Terms: www.whatsapp.com/legal/business-solution-terms. Notwithstanding anything in this Agreement to the contrary, the provision of WhatsApp Business Solution is expressly conditional upon the positive outcome of and approval by peacom.co following the peacom.co client screening procedure (Know your Customer or "KYC"), onboarding, screening and acceptance of Client by WhatsApp. In the event peacom.co and/or WhatsApp do not approve and/or accept Client, this Agreement shall for the provision of WhatsApp Business Solution be null and void.
In connection with Customer’s use of WhatsApp Business Solution, Client may not grant any third party service provider (hereinafter referred to as ‘Independent Software Vendor’ and/or ‘ISV’) access to the WhatsApp Business account of Client and/or Client’s WhatsApp Business Traffic, unless the Client and ISV have signed the WhatsApp ISV Terms. peacom.co reserves the right to immediately suspend Client’s use of WhatsApp Business Solution in the event Client provides access to and/or engages an ISV without prior acceptance of the ISV Terms by Client and the ISV, and approval of the ISV by WhatsApp. If Client intends to, or has engaged an ISV, Client shall immediately notify peacom.co, provide the information of the ISV as reasonably requested and shall comply with the WhatsApp ISV Terms.
28. Additional Terms and Conditions RCS Business Messaging In the event that RCS Business Messaging is a part of the Service provided to Client under the Agreement, the following conditions apply and Client hereby unconditionally accepts and agrees to the RCS Business Messaging Terms: https://developers.google.com/business-communications/rcs-business-messaging/support/tos. Notwithstanding anything in this Agreement to the contrary, the provision of RCS Business Messaging is expressly conditional upon the positive outcome of and approval by peacom.co following the peacom.co client screening procedure (Know your Customer or "KYC"), onboarding, screening and acceptance of Client by Jibe Mobile Inc. (a wholly owned subsidiary of Google LLC). In the event peacom.co and/or Jibe do not approve and/or accept Client, this Agreement shall for the provision of RCS Business Messaging be null and void.
RCS Business Messaging Traffic of Client may be processed by Jibe Mobile Inc. Client shall obtain and maintain any required consents necessary to permit the processing of personal data under RCS Business Messaging Terms by Jibe Mobile Inc. Client shall present or make available to each End User (in relation to RCS Business Messaging) an accurate, legally compliant, privacy policy and terms for Client’s End User Services associated with RCS Business Messaging. Such privacy policy and/or terms must (i) ensure the end user authorizes Jibe to conduct the data processing activities contemplated under the RCS Business Messaging Terms; and (ii) not conflict with or supersede the RCS Business Messaging Terms in any way.
29. Additional Terms and Conditions Apple Messages for Business In the event that Apple Messages for Business is a part of the Service provided to Client under the Agreement, the following conditions apply and Client hereby unconditionally accepts and agrees to the Apple Messages for Business Register Terms of Use : https://register.apple.com/resources/tou/register\_en.html. Notwithstanding anything in this Agreement to the contrary, the provision of Apple Messages for Business is expressly conditional upon the positive outcome of and approval by peacom.co following the peacom.co client screening procedure(Know your Customer or "KYC"), onboarding, screening and acceptance of Client by Apple Inc. In the event peacom.co and/or Apple do not approve and/or accept Client, this Agreement shall for the provision of Apple Messages for Business be null and void.
In the event that Client uses any Service(s) on a Pre-Paid Basis and/or account, the following conditions apply:
30. Additional Terms and Conditions Pre-Paid
30.1 Pre-Paid Client: the Client who uses the Service on a pre-paid basis. The Pre-Paid Client will make occasional payments to peacom.co in accordance with an Order, which are credited to its account. The credit allows the Pre-Paid Client to use the Services.
30.2 If Client has a pre-paid account, charges are incurred for the use of some Services, which are debited from Clients’ pre-paid account. Services subject to charges can only be used if the applicable minimum amount has been paid into the Pre-Paid Clients’ account.
30.3 Pre-paid credits and balance can be used by the Pre-Paid Client the day following the day the amount is received by peacom.co. Pre-paid credit is non-refundable and will expire twelve (12) months after the date on which the Pre-Paid Client purchased the prepaid balance.
30.4 The Pre-Paid Client is in default if a credit card payment is being charged back. In such a case, peacom.co is entitled to terminate the Pre-Paid Client’s account when a credit card payment is charged back.
30.5 Client will indemnify peacom.co against misuse of pre-paid balance by third parties.
30.6 peacom.co, is entitled to refuse a Pre-Paid Client registration to its’ service without giving reasons and to terminate an existing account without giving reasons. Registration may only be made once per person or legal entity. The account will be deleted if the account is not charged within three (3) months of registration, or within three months after all credit has been used.
In the event that Data Services are a part of the Service provided to Client under the Agreement, the following conditions apply:
31. Additional Terms and Conditions Data Services
31.1 Client agrees to, and shall ensure compliance with said terms and conditions. In case of conflict between the Terms and Conditions and the Data Services Terms, the latter prevail.
31.2 Data shall be submitted by Client or suppliers of Client to peacom.co in a secure manner, by uploading to peacom.co servers via a secure connection or the delivery of data carriers in a format supported by peacom.co.
31.3 Client is responsible for the safe and correct delivery of the Data to peacom.co by Client and its suppliers and shall ensure that a continuously working connection is set up and maintained between the Client’s platform and peacom.co’s platform. If the Data is held by suppliers of Client, Client shall instruct these suppliers to transfer the data to a location designated by peacom.co.
31.4 Client is responsible for the Data, the delivery of the Data and the creation and management of customer profiles and guarantees that the Data provided is free from any known viruses, worms, trap doors, time bombs, logic bombs, Trojan horses or similar items capable of altering, deleting or interfering with any data, information, software or (sub)systems of peacom.co.
31.5 The Service and any results or reports generated by the Client using the Service provided by peacom.co are based on the Data, events and information provided by the Client and the concepts, disciplines and procedures used and adopted by peacom.co, including the peacom.co IP, and peacom.co does not warrant that the same will necessarily be achieved by other parties.
31.6 Except as expressly set forth herein, the Service and the subsequent results are provided “as is” and “as available”. peacom.co makes no further warranties or representations of any kind, express or implied for the Service and the results provided. peacom.co disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by Client or any third party resulting from the Service and/or the results provided. .