Master Subscription Agreement
Infocommunication systems Ltd
MASTER SUBSCRIPTION AGREEMENT
Master Subscription Agreement published and entered into force: 22 February 2023.
This Master Subscription Agreement (hereinafter the "MSA") is a public agreement between you (hereinafter the "you", "Customer") and INFOCOMMUNICATION SYSTEMS LTD, company incorporated in England and Wales with company number 14539296, registered office address: Silverstream House, Fitzroy Street, Fitzrovia, London, United Kingdom, W1T 6EB, (hereinafter the "Company", "we", “IPTEL”), hereinafter referred to jointly as the “Parties” and each as a “Party”, have concluded this MSA as follows.
This MSA is deemed to be accepted by you subject to the following conditions:
- You have read the terms of the MSA and all its essential parts (with any changes and/or amendments to them);
- The Customer has available the Hardware-Software System (telephones, gateways, or softphones etc) necessary to receive the Services from the Company, except for the free trial period of the Services. The Customer is engaged in legal types of activity and has all relevant permits/licenses, that are necessary for the implementation of his activities.;
- You have provided the required mark in a special field under the heading "I accept the terms of the Master Subscription Agreement" in the feedback form.
- If you do not agree with the terms of MSA, please do not fill out the "I accept the terms of the Master Subscription Agreement" feedback form and do not use the Company's Services.
- To receive the Services, except for the trial test period of the Services, the Customer needs the Hardware-Software System.
- The Company does not provide telecommunications services and is not an IP telephony provider (SIP number) and/or a telecommunications provider. For the full use of the Company's Services, the Customer must connect an IP telephony provider (SIP number) and/or a telecommunications provider, otherwise, the Company is not responsible for the quality of the Services provided and the use of the Software by the Customer.
1.1. Account - is a functional part of the Site, with the help of which the Customer has the right to communicate with the Company's employees, pay for the Subscription, and choose the Tariff.
1.2. Business Day - means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
1.3. Data Protection Legislation - means the Data Protection Act 2018 and (for so long as and to the extent that EU law has legal effect in the UK), EU Regulation 2016/679 General Data Protection Regulation (the GDPR) and any other directly applicable regulation pertaining to data protection, personal data and privacy.
1.4. Customer - is a legal entity that registers on the Site and installation the Software to receive Services from the Company.
1.5. Client - means a person who communicates with the employees of the Customer, whose conversation can be recorded by the Customer, to provide him with the services/products of the Customer.
1.6. Confidential Information - means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this MSA (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
1.7. GDPR (General Data Protection Regulation) - means the provision under European Union and European Economic Area law on the protection of personal data of all natural persons who are residents of the European Union and European Economic Area.
1.8. Hardware-Software System - this is equipment that provides processing and distribution of telephone conversations of the Client, connected via an IP network or public telephone network.
1.9. Intellectual Property - means any and all of the following items relating to the Software or any part thereof or any part of the Site, including but not limited to: (i) all inventions, whether patentable or non-patentable (and whether or not reduced to practice), all improvements thereto and all patents, including all patents and patent disclosures and applications, as well as registered industrial designs and registered applications for industrial designs, as well as all their editions, sequels, partial continuations, revisions, extensions and re-examinations; (ii) all trademarks, including registered or unregistered trademarks, registered or unregistered service marks, and all translations, adaptations, deviations, combinations, applications, registrations and renewals in connection with any registered or unregistered trademark or service mark, and also all trade names, trade dress and logos; (iii) all copyrights, including all registered copyrights, copyright applications, copyrighted works and unregistered copyrights, and all related applications, registrations and renewals; (iv) all computer software and software licenses (including data and related documentation), source and object codes, databases, Internet domain names, email addresses; (v) essays, projects, projects, lectures, illustrations, photographs, films, scientific and mathematical models; (vi) all similar property rights; (vii) trade secrets of any nature, funding, marketing and customer information, technology, know-how, proprietary processes, formulas, algorithms, models and methodologies; (viii) all modifications, enhancements, copies and material releases, all recorded materials defining, describing or illustrating the foregoing, in any form and in any medium.
1.10. IPTEL - is a company that provides communication services for telephonization of the Customer's business by integrating into the Customer's Hardware-Software System.
1.11. IPTEL Website (hereinafter referred to as “Website”) - means a web page or a group of web pages on the Internet, which are posted on the Internet at the following address:https://iptel-dialer.com.
1.12. Personal Data - is any data with which the Customer can identify the Client.
1.13. Software - is a software package that is required for the Customer to receive the Services and can be installed on the Customer's equipment or providing access by registering the Customer on the Site.
1.14. Services - is a list of actions provided by the Company to the Customer, the list and cost of which are indicated on the Site.
1.15. Subscription - is a form of payment, in the form of a monthly payment for the Services of the Company, in which the Customer regularly pays a certain amount, according to the Tariff chosen by the Customer, for access to the Services.
1.16. Tariff - is the amount of the cost of a certain Service officially established by the Company, which is indicated in the relevant section of the Site.
2. SUBJECT OF THE MSA
2.1. The Company undertakes to provide the Customer with the Services specified in the terms of the MSA, and the Customer undertakes to give the Company a Remuneration in the form of a Subscription.
2.2. The Company provides Services, the cost, types and description of which are indicated in the relevant section of the Site. The Company has the right to change the cost, types and description of the Services at any convenient time.
2.3. The Company indicates the description and cost of the Tariff in the relevant section of the Site. The Company has the right to change the Tariff, subject to notification of the Customer.
2.4. The Customer has the right to use the free Tariff to get acquainted with the Services of the Company. The term for providing a free Tariff is indicated by the Company in the relevant section of the Site.
2.5. To receive the Services, the Customer must register on the Site. After registration on the Site, the Company will create a personal Account, with the help of which the Customer can choose the type of Service, receive Services from the Company, and communicate with the Company's employees.
2.6. To receive a certain type of Services, you must have an Hardware-Software System. In this case, the Customer undertakes to install such an Hardware-Software System. If the Customer does not install Hardware-Software System, then he will not be able to receive this type of Service. The need for Hardware-Software System is indicated in the relevant section of the Site, in the description of the type of Service.
2.7. The Customer has the right to choose the Service and the Tariff in one of the following ways: in his account or through communication with the Company's employees.
3. COST OF SERVICES AND PAYMENT PROCEDURE
3.1. The cost of providing the Services is set individually for each Customer, depending on the type of Services and the Tariff.
3.2. The Customer selects the type of Service and Tariff, using the appropriate section of his Account.
3.3. The Customer pays monthly for the Services of the Company in the form of a Subscription. The Subscription amount is determined based on the type of Services and the selected Tariff.
3.4. The Customer pays the cost of the Subscription independently based on the selected Tariff, using the appropriate section of the Account.
3.5. The Customer pays for the Subscription in the form of a 100 percent advance payment in the current month for the next month of the Subscription.
3.6. The cost of the first Subscription of the Tariff for the current month is calculated by the formula: the cost of one day of the Subscription multiplied by the number of days in the current month of the Subscription. The Customer pays for the first Subscription independently in the form of a 100 percent prepayment in the current month.
3.7. In the event of a Tariff change, the Customer pays for the Subscription for the current month of the new Tariff in the form of the difference in cost between the previous Tariff and the new Tariff.
3.8. In case of non-payment of the Subscription, the Company suspends the Customer's access to the Company's Services until the Company pays for the Subscription.
3.9. The Customer undertakes to pay for the Subscription, regardless of whether he uses the Services in the current month or not.
3.10. MSA serves as the basis for settlements between the Parties without the need for invoicing.
3.11. If necessary and at the request of the Customer, an invoice for payment for the Services may be issued.
3.12. The Customer pays for the Company's Services to the Company's bank account provided by the Company to the Customer at the time of payment.
3.13. The currency of payment for the Subscription is indicated by the Company in the relevant section of the Site.
3.14. The Customer will be responsible for the payment of any applicable taxes and regulatory fees incurred by the Customer as a result of the provision of the Services by the Company.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Customer under the MSA has the right to:
4.1.1. receive Services, the quality, quantity, and manner of provision of which comply with the terms of this MSA, subject to full payment for the Services, in accordance with the terms of selected Tariff;
4.1.2. apply to the Company with a request to provide information on the procedure and result of the provision of the Services;
4.1.3. refuse the Company's Services and terminate this MSA.
4.2. The Customer under the MSA is obliged to:
4.2.1. pay for the Services of the Company promptly, in accordance with the terms of MSA ;
4.2.2. carry out its business operations in keeping with the applicable laws, otherwise Company shall have the right to terminate the MSA with the Company unilaterally, with no refund of the Services payment;
4.2.3. promptly provide Company with any documents requested thereby in accordance with the Company’s requirements outlined in the request, and information about its operations;
4.2.4. provide the Company with all information and data necessary for the proper provision of the Services provided for in the terms of the MSA;
4.2.5. provide the Company with access to its software, if required;
4.2.6. train your personnel on how to use the Software provided by the Company;
4.2.7. use the Software for the purposes outlined in the MSA;
4.2.8. not transfer access to the Software to third parties;
4.2.9. exercise control over the use of the Software by its personnel, including the obligation not to transfer the Software to third parties;
4.2.10. ensure timely technical connection of its Hardware-Software System to the Software;
4.2.11. not use the Software for illegal purposes;
4.2.12. notify the Company of all circumstances that may adversely affect its ability to comply with the provisions of this MSA;
4.2.13. connect an IP telephony provider (SIP number) and a telecommunications provider for your company;
4.2.14. provide the Company with access to its provider of IP telephony or telecommunications provider in the form of transferring a login and password, a server;
4.2.15. comply with the rules for processing the Client's Personal Data during communication with him, in accordance with the General Data Processing Regulation.
4.3. The Company under the MSA has the right to:
4.3.1. change Site, types and cost of providing the Services;
4.3.2. receive information and data necessary for the proper provision of Services;
4.3.3. obtain access to the Customer's software, if such is required for the provision of the Services;
4.3.4. monitor Customer's use of the Software;
4.3.5. receive payment for the Services provided to them in the amount, terms, and procedure, specified in this MSA;
4.3.6. change the terms of the MSA;
4.3.7. terminate the Services to Customer and terminate the MSA and Exhibit A without any compensation or refund of the Subscription fee if Customer: violates the laws of the United Kingdom of Great Britain and Northern Ireland; processes Personal Data in violation of the GDPR; carries out illegal activities; if the further performance of the provision of the Services may damage third parties and/or the reputation of the Company; if the Customer transfers access to the Intellectual Property and/or the Software to third parties.
4.4. The Company under the MSA is obliged to:
4.4.1. install the Software on the Hardware-Software System Customer if it is required to provide the Services;
4.4.2. provide Customer with access to the Services, including access to the Software in accordance with the terms of this MSA;
4.4.3. provide the Customer with Services on the terms of MSA;
4.4.4. notify the Customer, in case of changes in the terms of the MSA, the cost and types of Services, and the conditions for the provision of Services.
5. INTELLECTUAL PROPERTY
5.1. All intellectual property transferred by the Company to the Customer shall remain the exclusive property of the Company.
5.2. The Customer hereby acknowledges and agrees that the Company owns exclusively all rights to the Intellectual Property.
5.3. The Customer has no right to transfer Intellectual Property to third parties.
5.4. The Services are the property of the Company, including all rights protected by Intellectual Property Laws.
5.5. Customer may not modify, reproduce, download, record, or store in a retrieval system, or distribute features, functions, content, graphics, design, or layout of the Services or portions of the Services, Company logos, or other trademarks.
5.6. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall promptly notify the Company of any such unauthorized access or use.
5.7. Subject to the limited rights expressly granted under the terms of the MSA, the Company reserves all right, title, and interest in and to the Services, including all related intellectual property rights.
5.8. The Company grants the Customer non-transferable, non-exclusive rights to use the Software and use the Services.
5.9. Customer may not (a) create their software based on the Software and Services, (b) reverse engineer the Services or Software, or (c) create a competitive product or service based on the Services or Software provided.
5.10. Customer agrees to take any action reasonably requested by the Company to assert, maintain, enforce or defend the above rights and agrees not to take any action that jeopardizes, restricts, or in any way interferes with proprietary rights, including Intellectual Property Companies and rights about the Services.
6.1. If either Party receives from the other Party information, whether in tangible or intangible form and in whatever media, which is either marked as being confidential or which, due to the nature of such information or the circumstances under which it was disclosed, ought reasonably to be treated as confidential information of the disclosing Party, such information shall be deemed "Confidential Information" and the receiving Party shall protect such information and safeguard it from unauthorized use, access, and disclosure, by exercising the same degree of care it uses to protect its information of like importance, but in no event less than a reasonable standard of care. The receiving Party further agrees that it will only use the disclosing Party's Confidential Information to perform under this MSA, and shall only disclose such information to its officers, employees, contractors, and professional advisors who need to know, and only to the extent necessary to perform under this MSA; provided, however, that such officers, employees, contractors, and professional advisors are bound to comply with the confidentiality obligations hereunder and are not direct competitors of the disclosing Party. Confidential Information includes, without limitation, trade secrets, documentation, techniques, specifications, manuals, and technical information. For the avoidance of doubt, the Software, data, documentation, and materials provided by the Company constitute the Confidential Information of the Company.
6.2. The Customer grants the Company a non-exclusive, non-sublicensable (except for employees working on behalf of the Company), non-transferable, limited, royalty-free license to store, transfer, and otherwise use the Confidential Information during the term of the MSA.
6.3. To avoid double interpretation, any communication with the Client does not apply to Confidential Information, and the Company does not have access to such information.
6.4. Exceptions to definition of Confidential Information. Confidential Information shall not include any information that:
6.4.1. is publicly known before disclosure by the disclosing Party through no wrongful act of the receiving Party;
6.4.2. can be evidenced to have already been in the possession of the receiving Party before disclosure;
6.4.3. is rightfully obtained by the receiving Party from a third party free from any obligation of confidentiality towards the disclosing Party; or
6.4.4. is independently developed by the receiving Party without use or knowledge of the disclosing Party's Confidential Information.
6.5. The receiving Party may disclose Confidential Information that is required to be so disclosed under any applicable law, regulation, judicial or administrative order, provided, however, that receiving Party shall:
6.5.1. make reasonable efforts to give disclosing Party prompt notice of such requirement or order (subject always to the requirements of the applicable law, regulation, judicial or administrative order) in order to allow it to seek a protective order or otherwise prevent or restrict such disclosure;
6.5.2. only disclose such Confidential Information to the extent required by the law, regulation, or order.
7. DATA PROCESSING
7.1. The Company records the conversation between the Customer and the Customer and can store them on its server and makes every effort to ensure the security of such a recording. In case of recording a conversation between the Customer's employees and the Client, the Company notifies the Customer of such loss, who undertakes to notify the Client. To avoid double interpretation, the Company does not have access to listen to such recordings.
7.2. In the case of recording a conversation between the Customer's employees and the Client, the Company does not store a record of such a conversation and is not responsible for the disclosure and/or loss of any data obtained during the recording of such a conversation.
7.3. All Personal Data and Confidential Information that the Customer may receive as a result of communication or recording of telephone conversations with the Customer, the Customer undertakes to process and store in accordance with the provisions of the Data Protection Legislation. Nothing in this MSA shall relieve the Customer of any obligations outlined in the Data Protection Laws or replace any obligations outlined in the Data Protection Laws.
7.4. Full information about the collection, processing, storage and preservation of Personal Data is provided by the Customer to the Client on the basis of documentation and agreements of the Customer.
7.5. The Customer agrees that the Customer is the processor of Personal Data, and the Customer is the controller of Personal Data, according to GDPR. The Customer is solely responsible in case of loss of Personal Data.
7.6. The Customer undertakes:
7.6.1. not indicate the Company as a processor or controller for the processing of personal data in any of its documents, including agreements concluded between the Customer and the Client;
7.6.2. indicate in their documents, including in the agreement between the Customer and the Customer, that the Company does not process Personal Data or Confidential Information obtained in the course of communication with the Customer;
7.6.3. ensure the availability of appropriate technical and organizational measures during the processing of Personal Data and Confidential Information obtained in the course of communication with the Client;
7.6.4. not involve the Company as a processor or controller for the processing of personal data in any of its documents.
8.1. Each Party hereby warrants to the other that it has the full power and authority to enter into and perform its obligations under this MSA.
8.2. The Customer shall perform its obligations under this MSA with its best care and skill and in accordance with generally established and recognized practices and standards.
8.3. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” ‘WHERE IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.4. Throughout the term of the MSA, the Customer shall require that all persons accessing the Software or Services comply with and continue to comply with the provisions protecting the Company's Intellectual Property rights in the Software and Services.
8.5. During the entire period of validity of the MSA, the Customer must require that all persons who have access to communication with the Client comply with Data Protection Legislation.
9.1. Telemarketing is governed by the Telecommunications (Data Protection and Privacy) Regulations 1999. This stipulates that telemarketers should not call people who have indicated either directly to the company or by registering with the TPS that they do not wish to receive marketing calls.
9.2. The TPS is a centralised service, administered by the DMA (Direct Marketing Association), to which consumers can subscribe should they wish to opt out of sales and marketing calls from any company.
9.3. The Customer undertakes:
9.3.1. Adhere to the laws that govern the conduct of telemarketing, including Telecommunications (Data Protection and Privacy) Regulations 1999.
9.3.2. Adhere to all international acts that regulate the implementation of telemarketing
9.3.3. Adhere to the legislation that regulates the processing of the Client's Personal Data, including but not limited to GDPR;
9.3.4. Сomply with the regulations of the The Privacy and Electronic Communications (EC Directive) Regulations 2003;
9.3.5. Сonsult with TPS to ensure that the Client is not a registered TPS consumer;
9.3.6. Warn the Client that the conversation with the Customer may be recorded, including adding an audio file with such a warning to his IVR;
9.3.7. Obtain the Client's consent to record the call in the form prescribed by law;
9.3.8. Not call Customers who have either directly informed Customer or by registering with TPS that they do not wish to receive marketing calls;
9.3.9. Do not communicate with persons who have not reached the age of majority. In case of receiving information that the Customer is communicating with such person, immediately stop communication with such person and delete all information, Personal Data obtained in the course of communication;
9.3.10. Not to exercise strong pressure on the Client during communication;
9.3.11. Do not call the Client at the time prohibited by law;
9.3.12. Do not call the Client more times than permitted by law;
9.3.13. Comply with the rules for making automated calls and obtain the consent of the Client. During an automatic call, provide the Client with contact information about the Customer's company;
9.3.14. Add the Client's phone number to the blacklist at the request of the Client.
9.4. The obligation to comply with this section rests entirely with the Customer. The Company does not undertake to comply with the provisions of this section and/or the laws that govern the implementation of telemarketing.
10.1. The Company is not responsible for any Internet networks, means of communication, including telephone communications, the Software and does not make any representations or warranties regarding delays or failures during the provision of the Services.
10.2. The Company is not responsible for the quality and work of the Hardware-Software System, which the Customer provides to the Company to receive the Services.
10.3. The Company is not responsible for any claims of third parties related to the loss of the Client's Personal Data and is not obliged to reimburse the Customer for any losses associated with the loss of Personal Data.
10.4. In the event that the provision of the Service requires access to the Hardware-Software System or software or account and the IP telephony server (SIP number) and the telecom operator, the Customer undertakes to provide such access to the Company, if the Customer does not provide such access, the Company has the right not provide Services to the Customer and terminate MSA unilaterally, without returning the Subscription payment.
10.5. The Company is not responsible for the provision of the Service or the use of the Software if the Customer refuses to connect an IP telephony provider (SIP number) and/or a telecommunications provider.
10.6. The Company is not responsible for the quality of the Services provided by the IP telephony provider (SIP number) and/or telecommunications provider.
10.7. The Company is not responsible for the call quality and call recording between the Customer and the Customer.
10.8. The Company is not responsible for the safety of the login and password for accessing the account of the IP telephony provider (SIP number) or telecommunications provider and does not reimburse the Customer for losses associated with such loss.
10.9. The Company is not responsible for the implementation of any communication (calls) by any third party on behalf of the Customer (unauthorized calls).
10.11. The Customer is solely responsible for any communication with the Client and the conclusion of any agreements with him.
10.12. The Company does not bear the burden of indemnifying any losses to the Customer and/or his Client arising from the relationship between the Customer and the Client, including communication and conclusion of agreements.
10.13. The Company is not responsible for the Customer's compliance with the terms of the legislation on telemarketing, including those provided for in Section 9 of the MSA.
10.14. The Company is not responsible for any losses of the Customer, as a result of a violation of the legislation on telemarketing and is not obliged to participate in court proceedings between the Customer and the Client, including, but not limited to, providing evidence, recording the conversation, reimbursement of legal costs.
10.15. In case of non-compliance by the Customer with the legislation on telemarketing, including those provided for in Section 9 of the MSA, the Company has the right to terminate the MSA with the Customer without returning the Subscription.
10.16. The Company shall not be liable for any malfunctions in the Software that resulted or could result in the Customer's losses.
10.17. If the Customer is more than 10 (ten) Business days late in paying for the Subscription, the Company has the right to terminate the MSA without paying any compensation to the Customer and returning any payments.
10.18. The Company does not guarantee to the Customer an increase in income or improvement in the work of the Customer's staff as a result of using the Services.
10.19. The Parties shall be liable for non-performance or improper performance of obligations under the MSA.
10.20. The Company is not obliged to reimburse the Customer for any losses incurred as a result of the use of the Software or the use of the Services.
10.21. If the Customer violates its obligations to pay for the Services rendered, the Customer undertakes to pay a fine to the Company in the amount of 0.1 percent of the amount of the Subscription for each day of delay in such payment.
10.22. The Parties shall take all measures to ensure the confidentiality of information provided by the Parties and shall be responsible for the loss or disclosure of such information.
10.23. In case of non-fulfillment or improper fulfillment of its obligations by one of the Parties under the MSA, the guilty Party shall indemnify the other Party for damages confirmed by relevant documents (court and arbitration decisions, acts of authorized bodies and organizations, audit reports, accounting documents, agreements, etc.).
10.24. Payment of damages does not release the Parties from their obligations under the MSA.
11. CONSENT OF THE CUSTOMER
11.1. The Customer provides his Consent to:
11.1.1. processing of your data, Confidential Information, in accordance with the terms of the MSA;
11.1.2. comply with the terms of this MSA;
11.1.3. on the terms of payment for the Subscription specified in the MSA and on the Site;
11.1.4. on the condition of providing the Services, in accordance with the MSA;
11.1.5. acquire and provide the Company with access to Hardware-Software System;
11.1.6. provide access to his software.
12. TERM AND TERMINATION
12.1. The term of this MSA begins on the date of acceptance by the Customer and is valid until the use of the Services and payment for the Subscription by the Customer.
12.2. This MSA may be terminated as follows:
12.2.1. Either Party may terminate this MSA in the event that the other Party materially breaches (or threatens to materially breach) this MSA (i) immediately upon written notice if the breach is not capable of cure, or (ii) if the breach is capable of cure, 30 (thirty) calendar days after the notifying Party has given the breaching Party written notice specifying such breach and the breach has not been cured within such period;
12.2.2. at the initiative of the Company without written notice to the Customer, in accordance with the terms of this MSA, which provide for the unilateral termination of the MSA by the Company.
12.3. Post-Termination Obligations:
12.3.1. Upon expiration or termination of this MSA for any reason, all rights and licenses granted by the Company to Customer under this MSA will immediately terminate and Customer may not use the Software and Services;
12.3.2. Termination of this MSA for any reason shall not relieve the Customer of the payment of the Subscription and all penalties due as of the date of termination of the MSA.
13. GOVERNING LAW
13.1. This MSA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales.
13.2. Any disputes that might occur under the MSA Parties shall settle by negotiations. In order to settle disputes, Parties hold meetings, negotiations, or regulate the disputable situations in the written form.
13.3. The Parties agreed that if it is impossible to resolve the dispute, it will be considered by the London Court Of International Arbitration (LCIA) in accordance with the laws of England and Wales.
13.4. All documents relating to the submission of a dispute to arbitration and the decisions made must be in English, and the proceedings must be conducted in English by one arbitrator.
14. FORCE MAJEURE
14.1. The Parties shall be released from liability for non-performance or improper performance of obligations under the MSA if it was caused by circumstances beyond the control of the Parties and beyond their control, including hostilities, natural disasters, man-made and other accidents, strikes, lockouts, acts government or government agencies, epidemics, pandemic emergencies that are unable to comply with the provisions of the MSA (hereinafter - "Force Majeure").
14.2. The Party to which Force Majeure applies shall be released from liability for breach of the provisions of the MSA if there is an official document confirming the existence of such circumstances and issued by the authorized body or organization of the State where the Force Majeure took place.
14.3. In the event of force majeure, a Party shall immediately notify the other Party and provide the other Party with appropriate documents proving the force majeure circumstances.
14.4. Upon receipt of such notification by the other Party, the provisions of the MSA shall be suspended for the duration of Force Majeure.
14.5. Each Party has the right to initiate the termination of the MSA if the duration of force majeure exceeds 6 (six) months.
15.1. Relationship of Parties. This MSA shall not be construed to create any employment or agency relationship, partnership, or joint venture, nor shall it authorize either Party to enter into any commitment or agreement binding the other Party. Except as expressly set forth herein, nothing in the MSA shall confer any rights upon any person or entity other than the Parties hereto and their respective successors and permitted assigns.
15.2. Assignment. This MSA and any rights and obligations hereunder may not be assigned or delegated in whole or in part by Company to the third party.
15.3. Severability. If any provision of this MSA is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all other provisions of this MSA shall be valid and enforceable to the fullest extent permitted by applicable law, and, if necessary, the Parties agree to substitute for such invalid provision a valid provision which most closely approximates the intent and effect of the invalid provision.
15.4. Amendments. No changes, additions or amendments to this MSA and its annexes shall be effective unless they are made in the form of an additional agreement and signed by a duly authorized representative of each Party.
15.5. Entire Agreement. This MSA attached hereto constitute the entire agreement and understanding between the Parties with respect to the subject matter set forth herein, and supersede all prior or contemporaneous agreements or understandings, written or oral, concerning such subject matter. The MSA may be executed in one or more counterparts, each of which will be an original, and all of which will be one and the same instrument.
16. DETAILS OF THE COMPANY
INFOCOMMUNICATION SYSTEMS LTD
Company number: 14539296
Address: Silverstream House, Fitzroy Street, Fitzrovia, London, United Kingdom, W1T 6EB
Director: Ivan Vynogradov