Terms of service

• Agreement: means the contractual arrangement between the Parties comprising the applicable Quote, these Terms, any applicable SLA, DPA, Service Description, number-porting mandate, regulatory addendum, security schedule and any other document expressly incorporated by reference.

• Applicable Law: means any law, regulation regulatory requirement, binding authority decision or mandatory rule applicable to a Party, Product, Service, processing activity, location or intended use under the Agreement, including, where applicable, data protection, telecommunications, consumer, financial-services, sanctions, export-control, cybersecurity and electronic-communications requirements.

• Assigned Number: means a Number allocated to the Client for use with the Voxbi Service under a paid subscription or other concluded agreement for the relevant Service.

• Client: means the professional or business customer identified in the Quote. The Client's own terms and conditions shall not apply unless Voxbi expressly agrees to them in writing.

• Cockpit: means Voxbi's web-based administration interface through which the Client and its authorised users may, depending on the applicable plan, activate, configure, access, administrator and monitor the Services; manage accounts, users, numbers, permissions and integrations; and access usage information, statistics, support functions and contractual or billing information.

• Controller: means a controller as defined by Article 4(7) of the GDPR.

• Free Plan: means a Service plan made available without a recurring subscription fee and subject to the functionality, capacity, support, duration and usage limits specified in the Voxbi Cockpit or the applicable Service Description. Charges may nevertheless apply to the Products, telecommunications usage, optional features, third-party services or other items expressly ordered or used by the Client.

• Number: means a telephone number form a national numbering plan made available for use with the Voxbi Service.

• Personal Data: means personal data as defined in Article 4(1) of the GDPR.

• Personal Data Breach: means a personal data breach as defined in Article 4(12) of the GDPR.

• Porting: means the transfer to or from Voxbi's partners when the Client changes provider.

• Processor: means a processor as defined in Article 4(8) of the GDPR.

• Product: means equipment, devices, accessories, software licences, hardware, configuration and related items sold, leased, configured or otherwise supplied by Voxbi or the Provider under a Quote. A Trial or Free Plan is not a Product unless the applicable documentation expressly states otherwise.

• Provider: means any duly authorised telecommunications operator or electronic communications service provider that supplies, operates, or facilitates telecommunications services, including the allocation and provision of telephone numbers, voice services, network connectivity, call routing, and any related services or products.

• Quote: means any written or electronic commercial document accepted by the Client which identifies the ordered Products or Services, charges, minimum commitment period, commercial conditions and any service-specific scope.

• Service(s): means any service referenced in Voxbi offering and for which Client has executed an order form.

• Service Description: means the generally applicable product or service documentation, technical description, feature description, usage policy or support description incorporated into the Agreement.

• SLA: means the service level agreement applicable to a Service, if any, setting out support levels, response targets, availability commitments, service credits or similar service-level terms.

• Trial Number: means a temporary identifier or number made available solely for the Client's evaluation of the Voxbi Service during a Free Trial period and expressly identified as a Trial Number in the relevant trial documentation.

1.1 Applicability of these terms and conditions

1.1.1 The following terms and conditions (the "Terms") govern the provision of services (the "Services") provided by Voxbi SA, 70 rue des Prés L-7333 Steinsel – Luxembourg ("Voxbi"), to the purchaser identified in the applicable Quote (the "Client"). Voxbi and the Client are collectively referred to as the "Parties" and individually as a "Party". The Client's own terms and conditions shall not apply unless Voxbi expressly agrees with them in writing.

1.1.2 These Terms apply to every Agreement between Voxbi and the Client concerning the Services. Where a prior written agreement governs the Services and conflicts with these Terms, the prior written agreement shall prevail to the extent of the conflict. These Terms replace all previous terms and conditions issued by Voxbi in relation to the Services.

1.1.3 Voxbi is the sole contracting party under these Terms and the applicable Quote.

1.1.4 Identification and KYC Obligations. Where required by law, regulation, a carrier, a numbering authority, or a reasonable compliance process, Voxbi may identify and verify the Client, its beneficial owners, and its authorised representatives. The Client shall promptly provide accurate supporting information reasonably requested for that purpose and shall keep it current throughout the Agreement. If the Client does not comply with these obligations, Voxbi may suspend or limit access to the Services until the situation is regularised, without liability for the direct or indirect consequences of that suspension or limitation.

1.2 Whole agreement and acceptance

1.2.1 The applicable Quote, these Terms, any applicable Service Level Agreement ("SLA"), data processing agreement ("DPA"), service description, number-porting mandate, and other schedule expressly incorporated by reference constitute the agreement between the Parties (the "Agreement"). An invoice records charges due but does not amend the Agreement. If the documents conflict, the order of precedence is: (i) a DPA for personal data matters; (ii) an individually negotiated and signed provision of the Quote; (iii) an applicable SLA for service levels; (iv) these Terms; and (v) other incorporated service documentation.

1.2.2 Voxbi's fulfilment of an order does not constitute acceptance of the Client's terms and does not amend the Agreement. The Clients accepts the Agreement by signing or electronically accepting a Quote, placing an online order that refers to these Terms, activating an account, or using the Services after having been given reasonable access to these Terms, including creating a Trial or Free Plan account online.

1.2.3 Obvious error in a Quote. If a Quote contains a manifest error that a reasonable business customer should recognise, such as an obviously incorrect price, quantity, technical specification, or omitted mandatory subscription, Voxbi may withdraw the affected Quote before activation and issue a corrected Quote. If the error is identified after acceptance, the Parties shall cooperate in good faith to correct it. The Client may reject the corrected Quote before activation of the affected Service, in which case neither Party is obliged to proceed with that Service.

1.3 Duration

1.3.1 Subject to Article 1.20, the Agreement enters into force on the date stated in the Quote or, if no date is stated, when the Quote is accepted. It continues for the minimum commitment period stated in the Quote. At the end of that period, the Agreement renews for the renewal period stated in the Quote or, if none is stated, from month to month. Either Party may prevent renewal by giving notice in accordance with Article 1.12.

1.4 Estimated performance time

1.4.1 Any applicable performance deadlines and estimated activation dates are determined by the Parties un good faith and shall be observed as far as reasonably possible.

1.4.2 Estimated dates are not guaranteed unless the Quote expressly states that a date is binding. Voxbi shall notify the Client of a material expected delay and use reasonable efforts to minimise it. Voxbi is not liable for delay caused by the Client, a carrier, a numbering authority, a third-party platform, or an event beyond Voxbi's reasonable control, subject to Article 1.13.

1.5 Client obligations

1.5.1 The Client shall cooperate with Voxbi in all matters relating to the Services and shall provide access to its systems, premises, and other facilities where reasonably required for Voxbi to activate, implement, perform, support, or maintain the Services. The Client shall ensure that any working conditions it provides comply with applicable health and safety requirements. Voxbi may refuse or delay work where conditions are unsafe, unclean, or non-compliant with applicable legal requirements. Upon request, the Client shall promptly provide the direction, information, approvals, authorisations, decisions, materials, and other assistance reasonably necessary for Voxbi to provide the Services in accordance with the Agreement and the Quote. The Client shall ensure that all information and materials it supplies are complete and accurate.

1.5.2 If Voxbi's performance is prevented or delayed by the Client or a person under the Client's control, Voxbi is not in breach for the resulting delay. Voxbi may charge reasonable, documented additional costs at the rates stated in the Quote or otherwise agreed in advance. The time for performance is extended only for the period reasonably affected by the delay.

1.5.3 Security incident notification. Voxbi shall notify the Client without undue delay of a security incident affecting the Services where notification is required by applicable law, the DPA, an applicable SLA, or an agreed regulatory schedule. The notice shall describe the known nature and likely impact of the incident and the mitigation measures being taken, to the extent legally and operationally possible. The Client shall keep its designated security contact details up to date.

1.5.4 The Client is strictly prohibited from (i) any fraudulent, abusive, unlawful, misuse, or unauthorised use of the Services provided by Voxbi. In this respect, the Client is specifically prohibited from reselling, redistributing, pooling, sharing, making available, or marketing, whether free of charge or for a fee, all or part of the Services, except with the prior written consent of Voxbi; (ii) using the Services for the purpose of reselling minutes, transiting communications, artificially generating traffic, making mass calls, prospecting, or automate solicitation, or more generally for any unauthorised automated use; (iii) using the Services for unlawful activities, including sending unsolicited communications, spam, or fraudulent content, as well as venting pricing rules, terms of use, or technical and security measures, including by diverting or spoofing numbering, identity, IP address, or network resources; (iv) manipulating, modifying, altering, or attempting to alter, without authorisation, the equipment, configurations, software, infrastructure, or systems made available; (v) using the Services in a manner that could disrupt, degrade, block, or compromise the quality, availability, or security of Voxbi's or third-party infrastructure or Service. The Client must immediately notify Voxbi of any theft, loss, or fraudulent use of Service-related equipment in their possession. The Client is responsible for ensuring the security of their infrastructure, restricting access to authorised users, and preventing any fraudulent or abusive use of the Services. In the event of a violation of this Article, Voxbi reserves the right to immediately suspend or terminate all or part of the affected Services, without prejudice to any damages to which it may be entitled.

1.5.5 Where the Client is subject to sector-specific regulations in view of their activity or the nature of their use of the Services, the Client shall ensure compliance with such obligations independently and without reliance on Voxbi. Voxbi shall not assume any responsibility for the Client's regulatory compliance and shall not be liable for any consequences arising from the Client's failure to meet their obligations.

1.6 Employees, agents and contract workers

Voxbi, its employees, agents, and contract workers shall provide advice to the Client solely within the obligations defined by this Agreement. Voxbi shall not be liable for any consequences resulting from advice provided outside the scope of the thereafter Agreement, including, but not limited to, technical, legal, or financial matters such as leasing, loans, or investment guidance.

1.7 Subcontracting

1.7.1 Voxbi may use affiliates, carriers, hosting providers, and other subcontractors to perform the Agreement.

1.7.2 Voxbi shall remain responsible for its contractual obligations and shall comply with any applicable data processing or regulatory schedule subprocessors, locations, and material changes.

1.8 Price and payment

1.8.1 The charges for the Services are as set out in the Quote. The recurring charges are invoiced upfront (meaning at the beginning of the period covered by the invoice).

1.8.2 Expenses incurred by Voxbi, its employees, agents or contract workers in providing the Services, including but not limited to travel expenses, hardware or software configuration either on-site or remote, shall be payable by the Client in addition to the prices specified in the Quote and are to be invoiced to the Client. In the event of cancellation by the Client of a scheduled appointment with a Voxbi technician or engineer, Voxbi reserves the right to invoice the Client for the round-trip travel time as well as on hour of service at the applicable hourly rate.

1.8.3 For the Services, Voxbi will invoice the Client monthly, unless otherwise scheduled and agreed upon in the Quote. Invoices are made available to the Client via the User Interface and are sent electronically. The Client is aware that it is his/her responsibility to provide Voxbi with a valid email address for the purpose of receiving said invoices.

1.8.4 All prices are in Euros (€) and exclusive of VAT and/or other taxes. All bank charges and fees that may related to any payment made by the Client shall be borne by the Client.

1.8.5 The Client is aware that prices are subject to change, but that these changes must not occur within the minimum time period described in Article 1.12. By way of exception, and only in the cases listed below, Voxbi reserves the right to adjust the prices of the Services: (i) in the event of a price increase imposed on Voxbi by Voxbi's suppliers for resold services or products; (ii) when said services or products are purchased in foreign currencies and the fluctuation in exchange rates has a significant impact; (iii) or in the event of a substantial change in the applicable regulatory framework resulting in an increase in supply costs. Any price change in these specific cases will be explicitly mentioned on the Client's monthly recurring invoice or the first available invoice. In the absence of written objection within sixty (60) days of the issue of the relevant invoice, the new rates will be deemed accepted. If the Client refuses such a modification within sixty (60) days of the date of this communication, the Contract will be terminated in accordance with the provisions set out in Article 1.12. The Client is aware that prices are subject to modification, however such modifications shall not occur within the minimum period as described in Article 1.12.

1.8.6 All invoices are due within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing. Payment is to occur without any set-off, settlement or postponement of any nature whatsoever.

1.8.7 Payment of invoices by SEPA Direct Debit is available to all Clients with recurring invoices equal to or exceeding €50.00 (excluding VAT) per month. SEPA Direct Debit is mandatory for paying Clients with recurring invoices in the case where the amount does not exceed €50.00 (excluding VAT) per month. Both monthly recurring invoices and one-off orders will be debited via SEPA. In the event of a SEPA payment being rejected by the Client's bank, Voxbi will charge the Client a fee of €10.00. The Client is also allowed to make payment of the invoices by credit card.

1.8.8 If the Client wishes to dispute an amount invoiced, it must send a reasonably detailed written notice with acknowledgment of receipt by email to billing@voxbi.com no later than thirty (30) days after the issuance of the disputed invoice. This claim procedure does not relieve the Client of his obligation to pay the undisputed portion of the invoice.

1.8.9 Should the Client fail to make payment within twenty (20) calendar days after the due date specified on the invoice, Voxbi reserves the right to apply a late payment interest monthly equal to 1,04 % increasing for each subsequent month of the outstanding invoice. Voxbi may apply a fee equal to 15.00 € for each eventual reminder that may be issued. Voxbi has the right to suspend or block the services for the same reason. Reactivation will occur only at full settlement of all pending amounts. Reactivation will be charged 41.20 €.

1.8.10 Voxbi reserves the right to terminate the Agreement without prior notice and at any moment if the Client fails to pay any sum due under this Agreement and such sum remains unpaid for fifteen (15) days after written notice from Voxbi has been provided to the Client by email.

1.9 Confidentiality

Each Party undertakes steps to keep and treat as confidential and not disclose to any third party any information relating to the business or trade secrets of the other nor make use of such information for any purpose whatsoever, except for the purposes of this Agreement. Neither Party is entitled to make the existence of the Agreement public except with the prior written approval of the other Party.

1.10 Intellectual property

Each Party acknowledges that nothing in this Agreement may be interpreted as amounting to the assignment of an intellectual property right or license relating to or arising from the disclosure of information. Specifically, the Parties agree that no license shall be granted pursuant to this Agreement, either directly or indirectly, under the terms of a patent, a trade secret, a commercial trademark, or copyright. Any patent registered and unregistered designs, copyrights, trademarks and all other intellectual property rights whatsoever, which are used in connection with the Services shall remain the sole property of the entitled owner of such rights or its subcontractors.

1.11 Force majeure

The Parties shall not be responsible for any delay or non-performance to meet obligations under this Agreement (other than obligations to make payments) resulting from any event that is irresistible, unpredictable and external to the Parties, and defined as force majeure. Notwithstanding, the Parties shall use reasonable endeavours to limit any detrimental effects and shall resume performance of their obligations as soon as reasonably practicable.

1.12 Feasibility and availability of products and services

1.12.1 Feasibility as a condition of supply. The sale, delivery, installation, activation and continued provision of Products and Services (the "Supply") are subject to their technical, operational, geographic, legal, regulatory, compliance, security, logistical, supplier and commercial feasibility. Feasibility shall be assessed by Voxbi, acting reasonably, based on the circumstances and information available to it at the relevant time.

1.12.2 Conditional quotations and orders. Unless Voxbi expressly confirms otherwise in writing, every quotation, proposal, order acknowledgment, indication of availability and proposed delivery, installation or activation date remains subject to completion of Voxbi's feasibility assessment. No such document or indication constitutes an unconditional commitment that a Product or Service can be supplied at a particular location, by a particular date or under the conditions requested by the Client.

1.12.3 Restrictions affecting feasibility. Voxbi may decline, delay, restrict, suspend, modify or discontinue an affected Supply, in whole or in part, if the Supply is or becomes unlawful, impossible, technically infeasible, unavailable on commercially reasonable terms or materially impracticable. This may include circumstances relating to: (i) the location, territorial status, accessibility or technical characteristics of the relevant site, including inadequate coverage, capacity, cabling, connectivity, power or other required facilities; (ii) the absence, insufficiency, withdrawal or unavailability of required networks, infrastructure, equipment, stock, transport, licenses, permits, authorisations, numbering resources or third-party services; (iii) applicable laws, regulations, regulatory decisions, sanctions, embargoes, export or import controls, telecommunications rules, or anti-money laundering and counter-terrorist financing requirements; (iv) a reasonable compliance, fraud, security or reputational-risk concern relating to the Client, an authorised user, a location, a destination, traffic, payment flows or the intended use of a Product or Service; (v) an act, omission, refusal, restriction, suspension, withdrawal, capacity limitation, policy or decision of a bank, payment institution, telecommunications operator, carrier, hosting or cloud provider, network operator, licensor, manufacturer, distributor, insurer, suppler, subcontractor or other third party on which the Supply depends; (vi) incomplete, inaccurate or outdated information supplied by the Client, or the Client's failure to provide reasonably required information, access, assistance or approvals; or (vii) a change in any relevant circumstance occurring after Voxbi issues a quotation, accepts an order or begins the Supply.

1.12.4 Third-party dependencies. The Client acknowledges that a Supply may depend on third-party approvals, licenses, networks, infrastructure, equipment, systems, stock or continued performance. To the extent that a third-party event is beyond Voxbi's reasonable control and is not caused by Voxbi's breach of contract, Voxbi shall not be responsible for the resulting unavailability, delay, degradation, restriction or discontinuation. Voxbi is not required to appoint or procure an alternative third party where doing so would be unlawful, technically infeasible, unavailable on commercially reasonable terms, inconsistent with Voxbi's compliance obligations or likely to impose a disproportionate cost or burden.

1.12.5 Notice and alternatives. Where reasonably practicable, Voxbi shall notify the Client without undue delay after becoming aware that an affected Supply cannot be commenced or continued as agreed. Voxbi may propose a reasonable alternative, including a change to the technical solution, delivery method, location, timetable, functionality or price. Any alternative that materially changes the essential characteristics or price of the affected Supply shall require the Client's acceptance. Voxbi does not warrant that an alternative will be available, equivalent to the original Supply or suitable for the Client's intended use.

1.12.6 Non-feasibility before commencement. If an affected Supply is determined to be non-feasible before delivery, installation or activation, Voxbi may cancel the affected order or the affected part of it. Voxbi may reimburse any amount paid in advance specifically for the cancelled Supply, except for charges relating d to the Products already delivered, Services already performed, or costs that the Client expressly agreed would be non-refundable. Subject to mandatory law, the reimbursement shall be the Client's sole remedy where the non-feasibility results from a circumstance beyond Voxbi's reasonable control.

1.12.7 Non-feasibility after commencement. If an affected Supply becomes non-feasible after it has commenced, Voxbi may suspend, restrict, reasonably modify or terminate the affected Supply, in whole or in part. Voxbi may act immediately where required by law, a competent authority, an applicable compliance or security obligation, or an urgent third-party restriction. In other cases, Voxbi shall give reasonable notice where practicable. Recurring charges for the affected part of a terminated Service shall cease on the effective termination date, and Voxbi shall reimburse any recurring fees paid in advance for the period after that date during which the affected Service is not provided. Products already delivered, Services already performed and properly incurred one-off charges remain payable.

1.12.8 Exclusion and limitation of liability. Subject to the general exclusion and limitations of liability of these Terms and Conditions, and to the maximum extent permitted by applicable law, Voxbi shall not be liable for a delay, interruption, unavailability, restriction, modification or termination under this Clause to the extent caused by circumstances beyond its reasonable control. Voxbi shall not be liable for indirect or consequential loss, including loss of revenue, profit, business, opportunity, anticipated savings or data, arising from such circumstances. Nothing in this Clause excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or wilful misconduct and, where applicable under the governing law, gross negligence.

1.12.9 Client cooperation and continuing accuracy. The Client shall provide complete, accurate and current information reasonably requested for feasibility, compliance and risk assessments and shall promptly notify Voxbi of any relevant change, including a change to its ownership, activities, location, intended use, authorised users, traffic or payment flows. Voxbi may rely on the information supplied by the Client and shall not be liable to the extent that a delay, refusal, suspension, restriction, or termination results from information that is inaccurate, incomplete, outdated or omitted, or from the Client's failure to cooperate.

1.13 Termination of the agreement and service cease

1.13.1 Termination at any moment. After a minimum period of twenty-four (24) months (hereinafter "Term"), and unless agreed otherwise in writing in the Quote, each Party has the right to request the termination of the Agreement and cease one or all Services. In all cases, termination is the result of a request from the Client or Voxbi, and is never an automatic consequence. It is the responsibility of the Party terminating one or more Services to inform the other Party. In the absence of information from the Client, the Services will continue to be billed by Voxbi to the Client, even if the Client's commitment to another provider renders the Service inoperable. The Client acknowledges that this Article does not apply to the Trial or Free Plan.

1.13.2 The Termination of a single Service (cancellation of a Service) must be requested in writing by email to billingvoxbi.com with acknowledgment of receipt issued by Voxbi and confirming the termination of the service. A service termination request not confirmed by Voxbi is invalid. The Client understands and accepts that Voxbi's confirmation of the request to terminate a single Service may be subject to a review period of five (5) business days.

1.13.3 Termination of the Contract (cancellation of all Services) must be requested in writing by email to billing@voxbi.com with acknowledgment of receipt issued by Voxbi and confirming the termination of the Contract. A request to terminate the Contract not confirmed by Voxbi is invalid. The Client understands and accepts that confirmation by Voxbi of the request to terminate a single service may be subject to a study period of five (5) working days.

1.13.4 In both cases the Notice Period is one (1) full calendar month following the month during which the Termination has been requested. Notification of Termination and or Service Cease can be provided no sooner than six (6) calendar months prior to the requested date of such Termination

1.13.5 The Client is informed and accepts that some Services may have a minimum duration exceeding twenty-four (24) months. In such cases a derogation to Art 1.12.1 is accepted, and Service Cease will be aligned to the minimum duration of said Service as stated in the Quote, without prejudice to the Notice Period for the remaining of the Services.

1.13.6 The Client is aware that if Termination and or Service Cease occurs before the Term according to the provisions set in Art.1.12.1, Voxbi is entitled to demand the full payment of the Services for the entire remaining period.

1.13.7 Termination for Non-Compliance. If the Client identifies a significant deficit in the Voxbi's compliance with ISO 27001, or non-compliance with applicable regulations such as DORA, TSA or NIS2, and such deficit or non-compliance remains unresolved after Voxbi has been notified and given a reasonable period of time to remedy the issue, the Client shall have the right to terminate the Agreement with immediate effect. The period of time deemed "reasonable" shall be determined by the nature of the deficit or non-compliance, the associated risks, and any other relevant factors. Termination under this clause shall not limit any other rights or remedies the Client may have under this Agreement or applicable law.

1.14 Liability

1.14.1 General Principle. Voxbi is bound by an obligation of means in the performance of the Contract. It undertakes to implement all reasonable efforts and professional means in accordance with best practices in order to provide the Services in accordance with the contractual provisions. No obligation of result may be inferred from the Contract, unless expressly stipulated otherwise. No liability shall be incurred when the suspension or limitation of the Services results from the legitimate application of the Contract, a regulatory obligation, or a security imperative.

1.14.2 Voxbi shall in no event be liable, whether in contract, tort, or otherwise, for any loss of profit or any consequential, indirect, incidental, special, punitive, or exemplary damages arising out of or in connection with the provision of the Services under this Agreement, even if it has been advised by the other Party of the possibility of such loss or potential damage. Voxbi's total cumulative liability, regardless of the cause of action or legal basis invoked (contract, tort, or otherwise), is strictly limited to the total amount actually paid by the Client for the relevant Service during the twelve (12) months preceding the event giving rise to liability. This limit applies per event or series of events arising from the same cause and constitutes an overall and cumulative limit. The Parties acknowledge that the limitations and exclusions of liability set forth in this Article constitute a balanced and reasonable allocation of risk under the Agreement, taking into account, in particular, the nature of the Services provided and the agreed financial terms. These limitations apply to all Services provided by Voxbi under this Agreement, unless expressly stipulated otherwise in a specific contractual document signed by the Parties. None of the limitations or exclusions set forth in this article shall apply in cases of fraud or gross negligence as defined by applicable law.

1.14.3 The Client undertakes to take all reasonable measures to prevent and limit the extent of any damage it may suffer in connection with the performance of the Contract. Failing this, any liability of Voxbi may be reduced in proportion to the damage that could have been avoided. Voxbi shall in no event be liable, whether contractually, tortiously, or otherwise, for any loss or damage resulting from the Client's misconduct.

1.14.4 The Client acknowledges that Voxbi is not responsible for the deletion, loss, or storage failure of any data, including but not limited to emails, backups, messages, or other communications transmitted or stored through the Services. The Client agrees to indemnify, defend, and hold harmless Voxbi, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including legal fees, arising out of or in any way connected with the Client's use of the Services.

1.14.5 Fair Usage Policy. Voxbi applies a Fair Usage Policy to all the Services it provides, including, in particular, telephone services (fixed and mobile), connectivity, cloud hosting, IT support, and any other subscription-based service. The Client agrees to use the Services in accordance with their intended purpose. This policy applies regardless of the subscription plan, including those with so-called "unlimited" data allowances. In the event of non-compliance with this policy, Voxbi reserves the right to issue a warning to the Client, to apply technical or commercial restrictions to the Services in question, to offer a more suitable pricing plan based on the observed usage, or, in the event of persistent or manifest abuse, to suspend or terminate the Services in question in accordance with the provisions of Article 1.12.

1.15 Third party non-liability

1.15.1 The Client shall indemnify Voxbi for third-party claims arising from the Client's breach or negligent use of the Services. However, the Client is not required to indemnify Voxbi for claims arising from defects in the Services, Voxbi's breach of this Agreement or applicable law, or Voxbi's failure to maintain adequate security measures. Voxbi remains fully liable for claims arising from its own performance failures, subject to the limitation of liability provisions in Article 1.14.2.

1.15.2 The Client is aware of and agrees that additional limitations may apply to Third-Party Services or Software Licenses. Voxbi cannot be held liable for these Third-Party Services, Licenses, Software, Support, or in any other form (except for Hardware) and cannot guarantee that its Price policy, as defined in Art. 1.8.4, will be applicable for Third-Party software. In providing services or licenses for Third-Party products, the Client accepts that Voxbi is not liable for any changes made by the respective providers, including cessation, modification, or price increase that may or may not reflect on an increased cost applied to said products or services. Consequently, Voxbi is not liable for any interruption or discontinuation of said products or services.

1.16 Insurance

Each Party acknowledges that it has taken out, with leading insurance companies, insurance policies with limits not lower than those specified below to cover all risks, including the cyber risk, arising from the provision of the Services, for any damages caused to the Client.

1.17 Non-solicitation

The Client undertakes to refrain from directly or indirectly soliciting or offering employment to any Voxbi employee associated or not with the provision of the Services or otherwise involved with this Agreement for the whole duration of this Agreement and for an extended period of two years following the termination thereof.

1.17.2 In the event of a breach of this clause, the Client shall pay Voxbi an amount equivalent to one (1) year's gross salary of the person requested. This amount shall be immediately due.

1.19 General provisions

1.19.1 Assignment. The Client may not assign or otherwise transfer this Agreement or any part of it without the prior written consent of Voxbi.

1.19.2 Invalidity. In the event that any Article or its part, paragraph, clause forming part of this Agreement is held to be invalid or unenforceable, then such Article or its part shall be severed, the remaining terms to remain in full force and effect.

1.19.3 Modification. Modification to one Article or its part, to a paragraph or clause forming part of this Agreement shall be subject to Voxbi approval before it is deemed enforceable. Ultimate approval will require written acceptance of the requested modification by Mr Loïc Didelot. Lacking thereof will result in non-applicability and invalidity of said modification.

1.19.4 Advertising. Prior written agreement by both Parties is required for any public announcement regarding the Products or Services covered by this Agreement.

1.19.5 Relationship of the Parties. The Parties' relationship pursuant to this Agreement is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the Parties. Neither party is a legal representative of the other party.

1.19.6 No third-party beneficiaries. This Agreement is intended solely for the benefit of the Parties hereto and does not confer any rights or remedies upon any person other than the Parties.

1.19.7 Language discrepancy. In the event of a discrepancy or inconsistency between the English language version and any other language version of these Terms & Conditions, the English version shall prevail, govern and control.

1.19.8 Assignment of the Contract. Voxbi reserves the right to assign, transfer, or contribute in any form whatsoever all or part of the rights and obligations arising from this Agreement to any third party of its choice, without requiring the prior consent of the Client and without the latter being able to invoke any right to early termination or claim any compensation as a result. The Client expressly acknowledges that it may not object to such an assignment, which will be fully enforceable upon notification or, where applicable, on the date agreed between Voxbi and the third-party assignee. The assignment of the Agreement does not in any way alter the Client's rights and obligations, and the Client remains required to fulfil all its commitments to the assignee as it would have done to Voxbi.

1.19.9 Communications relating to Services and operational information. All new Clients will automatically receive these communications to the email addresses specified when signing the Quote or completing online signup. The purpose of this channel is to transmit essential information related to the use of the subscribed services, their development, as well as the legal and technical obligations relating thereto, in order to guarantee the Client a sufficient level of information to enable the proper execution of the Contract. By signing this Contract, the signatory as well as any person designated by the Client as a contact for implementation, project monitoring or onboarding will also receive these communications at their professional email address. The Client or the recipients may, at any time, unsubscribe by clicking on the link provided for this purpose in each message. This withdrawal has no impact on the validity of the Contract or the continuity of the Services.

1.19.10 Jurisdiction. In case of difficulty of implementation and/or interpretation of the Agreement and after failure of amicable settlement, express jurisdiction is attributed to the courts as follows: Voxbi SA, 70 rue des Prés L-7333 Steinsel – Luxembourg Court of Luxembourg City. Notwithstanding multiple defendants of the introduction of the third parties, including for emergency, conservatory, interim or complaint measures.

1.20 Free trial and free plan

1.20.1 Scope. Voxbi may offer a free trial of Voxbi One for fourteen (14) days ("Trial") and/or a free-of-charge plan ("Free Plan"). The Trial and Free Plan are provided solely to enable the Client to evaluate the Services. Unless expressly stated otherwise in this Article, these Terms apply in full: Articles 1.3, 1.8 and 1.13.1–1.13.6 (minimum period, charges, notice) do not apply to the Trial or Free Plan.

1.20.2 Eligibility. The Trial is available only to businesses established in the countries listed on voxbi.com/free-trial, one Trial per legal entity, and is subject to identity verification (email, mobile number, and where requested by Voxbi, company and address documentation under Article 1.1.4). Voxbi may refuse, limit or end a Trial at its discretion and without notice.

1.20.3 Trial content. The Trial includes the users, numbers, call credit, calling zones and integrations described on voxbi.com/free-trial at the time of signup. Voxbi may change these at any time. For the purpose of the Trial, the Client understands that: (i) support is available only via email, (ii) SLA do not apply during the Trial; (iii) the Services do not include availability commitment; (iv) telephone or on-site support are excluded.

1.21 Numbering and porting

1.21.1 Trial Number. A Trial Number is provided solely to enable the Client to evaluate the Voxbi Services and is not intended for permanent use, commercial reliance, or Porting. Subject to Article 1.21.2, a Trial Number expires at the end of the Trial period and Voxbi may withdraw or replace it without liability. Voxbi shall identify a Trial Number clearly in the relevant trial documentation and shall not represent it as a number that the Client may retain or port. The Trial Number allocated by the Provider during the Trial is temporary and remains the property of the Provider. The Client undertakes to (i) not use the Trial Number as a permanent business contact number; (ii) avoid any publication in directories; (iii) refrain from affixing the number as signature, on the website, on customer communication; or (iv) warn third parties that the Trial Number is not the Client's established number.

1.21.2 No portability during evaluation. The temporary Trial Number is not included in the Trial service as a porting-eligible Client's number. Upon expiry or termination of the Trial, the Provider may withdraw, change, or reassign the temporary Trial Number.

1.21.3 Conversion to paid service. If the Client converts to a paid telephony service and the Provider formally allocates the number to the Client under the paid service Agreement, the number becomes subject to the applicable statutory and regulatory number-portability rules. Nothing in these Terms limits any mandatory portability right that applies after such allocation.

1.21.4 Country-specific eligibility and address requirements. A Number may be allocated, activated, used, retained, or ported only in accordance with the eligibility, location, address, establishment, end-user-identification, and other requirements of the country or territory whose numbering plan applies to that Number. Before allocating a Number or processing a Porting request, Voxbi may request reasonable documentary evidence of the Client's qualifying address, service location, establishment, identity, authority, or right to use the Number. The Client shall keep this evidence current and promptly notify Voxbi of any change that may affect eligibility. For Luxembourg Numbers, the applicable national numbering plan treats the entire territory of the Grand Duchy of Luxembourg as one numbering zone; this does not affect any other applicable eligibility or regulatory requirement.

1.22 Emergency communications and registered service address

1.22.1 Scope of emergency access. Where the Voxbi Service is a publicly available number-based interpersonal communications service that permits users to originate calls to numbers in a national or international numbering plan, Voxbi shall provide access to emergency services through emergency communications to the extent required by mandatory applicable law. Emergency communications are not a substitute for alternative means of contacting emergency services where the limitations in this Article apply.

1.22.2 Power and internet dependency. The Voxbi Service is IP-based and depends on a functioning power supply, a compatible and powered end-user device, and an operational internet connection, a device or software failure, a depleted battery, or a failure in the Client's local network may prevent, interrupt, delay, or degrade an emergency communication, including a call to 112 or another emergency number. The Client shall maintain appropriate alternative means of contacting emergency services where the availability of emergency communications is critical.

1.22.3 No emergency calling. The Client acknowledges that the Trial cannot reach emergency services (112 or equivalent) and undertakes not to use it as its only means of telephony, and to inform all Trial users accordingly.

1.22.4 Acceptable use. Article 1.5.4 applies in full. Any fraudulent, automated, mass-calling or abusive use results in immediate termination of the Trial and, where applicable, invoicing of the traffic at Voxbi's standard rates.

1.22.5 End of Trial and data. The Trial ends automatically after fourteen (14) days. No paid subscription starts without the Client's express acceptance of a Quote or plan. Voxbi may delete Trial data (including configurations, call logs, recordings and AI summaries) thirty (30) days after the Trial ends and has no obligation to retain or return it.

1.22.6 Warranty and liability. The Trial and Free Plan are provided "as is". To the maximum extent permitted by law, Voxbi excludes all liability for the Trial and Free Plan, other than for fraud or gross negligence.

2.1 Project delivery and implementation

2.1.1 Installation, delivery and implementation of a Product or Service is subject to mandatory acceptance of these Terms and Conditions. The acceptance of a Client Purchase Order (PO) shall not constitute a derogation to the present Terms and does not serve to modify or amend these Terms, according to the provisions set in Art. 1.2.2.

2.1.2 Voxbi will use reasonable endeavours to carry out the project and to produce and deliver the Services according to the specifications stated in the Quote. Within the frame of Art 1.5 of the present Terms, Voxbi will contact the Client in order to implement and deploy its Services. The Client is aware and accepts that some Services might not be available is his/her geographical area. The Client understands and agrees to hold Voxbi harmless from any claim regarding such regional limitations in Services due to his/her location.

2.1.3 The Client understands and agrees that implementation time may vary and indemnifies Voxbi from any liability. Voxbi commits to inform the Client by communicating in a timely manner about any change in the planning that may arise.

2.1.4 Voxbi may request a prepayment prior to the delivery. In such case, Voxbi will provide the Client with a proforma invoice for the prepayment.

2.2 Delivery note and acceptance

2.2.1 Voxbi reserves the right to request to the Client written acceptance through a Delivery note as proof of a delivery and or proof of installation or configuration of the Services. The Client shall either accept the Services or notify Voxbi of any reproducible error or defect in the Services (hereinafter "Defect").

2.2.2 If the Client fails to accept the Services or fails to notify Voxbi of any Defect within ten (10) days of the delivery of the Services, that Services will be deemed to have been accepted.

2.2.3 The Client understands that this Article does not apply to the Trial or Free Plan.

2.3 Support service and assistance

2.3.1 Voxbi shall perform the Support Service as set out in the Agreement with reasonable skill and care. The Support Service can be executed remotely and or in person at the Client's premises (so-called On-site intervention). Geographical Limitations may apply with regards to On-site Interventions (Article 2.5.7)

2.3.2 Billing limitation for interventions outside of the Quote. In the case of a repair intervention carried out outside of the quote, whether on-site at the Client's premises or remotely, the Voxbi Technician or Engineer will limit the intervention as soon as the total cumulative amount, including time spent and necessary supplies, reaches 550.00 € excluding taxes. Beyond this threshold, the continuation of the intervention is subject to the establishment of an additional quote, subject to the express approval of the Client.

2.4 Support service request

2.4.1 Support Service requests can be submitted by the Client in writing via billing@voxbi.com. Performance of said Support Service requests is subject to billing on a time and material basis, in accordance with Article 1.8.2. Exceptions apply for Warranty cases as set forth in Article 2.6.

2.4.2 Should the Client chooses to conduct an external audit, security check or penetration test to verify Voxbi's compliance with the GDPR, ISO 27001, or to assess whether Voxbi meets the requirements to be an acceptable supplier for a Digital Operational Resilience Act (DORA) certified entity, and/or the Network and Information Security Directive (NIS2), or Voxbi's compliance with the Telecom Security Act (TSA) or any other applicable regulation, framework or standard, the Client may do so, provided that the Client gives reasonable notice to Voxbi, and the audit or test is conducted in a manner that does not disrupt Voxbi's normal operations. If Voxbi's assistance, advice, involvement of its employees or the completion of internal assessment forms and documents is required during such an audit, security check or penetration test, Voxbi reserves the right to charge the Client a rate of 250.00 € per hour for the time and effort of its employees.

2.5 Technical issues - support access

2.5.1 In the event that the Client notifies Voxbi of any issue and if the issue can be reproduced by Voxbi, Voxbi shall remedy such issue in accordance with the provisions set forth in Article 2.6.

2.5.2 Access to Support Services is governed by the type of SLA (Service Level Agreement) subscribed to by the Client. The type of Service Level Agreement (SLA) refers to the Services subscribed to as indicated in the Quotation. For example, the Client may have subscribed to a Business Service Level Agreement (SLA) for the provision of Internet, and no SLA for Telephony. In this case, the Basic Service Level Agreement will apply to Telephony services. The SLA is only considered active if all invoices are paid, in full and on time. The Client acknowledges that the SLA apply only for the Voxbi Managed Services, as described in Chapter 3. These SLA are those applied by Mixvoip for their Services and described at mixvoip.com/sla/.

2.6 Notification & remediation of defects in product or services

2.6.1 The Client is responsible for all aspects regarding technical feasibility and the applicability of the Services to its needs.

2.6.2 Voxbi warrants that for a period of one (1) month following the date of acceptance of the Services supplied to Client, such Services will perform substantially in accordance with provisions set out in the Quote. Nevertheless, the Client acknowledges that this one-month warranty is not applicable to the Trial and Free Plan abovementioned at Article 1.22.6.

2.6.3 The Client shall notify via any Defect in Services as soon as reasonably possible, in writing and in sufficient detail for Voxbi to be able to categorize and classify the priority of the Defect for remediation. If the Defect can be reproduced by Voxbi, Voxbi shall take actions for remediation.

2.6.4 Upon receipt of written notice of a Defect, Voxbi shall take actions for remediation of that Defect depending upon the priority of the Defect. The urgency of a Defect and the time within which Voxbi shall remedy are governed by the SLA subscribed for that specific Services.

2.6.5 The Client understands and accepts that the procedure set in Art. 2.6.4 shall not apply if the Services has been altered without the written permission of Voxbi or is used otherwise than in accordance with its purpose.

2.6.6 Voxbi reserves the right to pass on to the Client the costs it incurs relative to Services Defects that are not attributable to Voxbi's actions or depending on a third party, at Voxbi's rates applicable at the time.

3.1 General compliance framework

3.1.1 Applicable requirements. Each Party shall comply with the laws and regulations applicable to it in connection with this Agreement; including, where relevant, the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), Regulation (EU) 2024/1689 on Artificial Intelligence the "EU AI Act"), Regulation (EU) 2022/2554 on digital operational resilience ("DORA"), Directive (EU) 2022/2555 ("NIS") and the national laws implementing NIS. Each framework applies only to the extent that it governs the relevant Party, Product, Service, processing activity or intended use.

3.1.2 Regulated use and specific document. The Client shall inform Voxbi before ordering if it is subject to sector-specific requirements or intends to use a Product or Service for a regulated purpose. It shall provide information reasonably required to determine the applicable measures, including whether a Service supports a function classified by the Client as critical or important under DORA or is indented for a regulated or high-risk AI use. Specific requirements may be set out in the Quote, SLA, data processing addendum, security documentation, or regulatory addendum. A document expressly designated as a data protection or regulatory addendum shall prevail for its subject matter, subject to mandatory law.

3.2 Data protection and GDPR

3.2.1 Terms defined in the GDPR have the same meaning in this Section. Each Party acts as an independent Controller for Personal Data processed for its own purposes, including contract management, billing, legal compliance, security and business communications. Information on processing by Voxbi as Controller is provided in its Privacy Policy at voxbi.com/legal/gdpr/.

3.2.2 Processing for the Client. Where Voxbi processes Personal Data on the Client's behalf, the Client acts as Controller and Voxbi as Processor unless expressly agreed otherwise. Such processing is governed by Voxbi's GDPR DPA at voxbi.com/legal/gdpr, which forms part of the Agreement where applicable and prevails in relation to Processor activities.

3.2.3 The DPA shall govern documented instructions, confidentiality, security, subprocessors, international transfers, assistance, audits, and the return or deletion of Personal Data for processor activities. It shall prevail over these Terms for its subject matter.

3.2.4 Responsibilities and incidents. The Client shall ensure that its instructions, collection and use of Personal data are lawful, accurate and transparent and that required notices are provided to users, employees, callers and other Data Subjects. Voxbi shall follow documented lawful instructions and apply the confidentiality, security, assistance, sub processor, transfer, return and deletion measures set out in the DPA. Voxbi shall notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed on the Client's behalf and shall provide relevant information as it becomes reasonably available. Each Party remains responsible for Data Subject requests, impact assessments and regulatory or Data Subject notifications falling within its role, with the other Pary providing assistance required by the DPA or Applicable Law.

3.3 Artificial intelligence and the EU AI Act

3.3.1 Roles and transparency. Where a Product or Service includes AI functionality, each Party shall comply with the EU AI Act according to its actual legal role and use case. Voxbi shall provide legally required information concerning its AI functionality, including its use of AI to generate summaries of calls directed to or originated from Voxbi as further described in the Privacy Policy. The presence of an AI-enabled feature does not, by itself, classify it as high-risk or transfer the Client's deployer obligations to Voxbi.

3.3.2 The Client acknowledges that all calls directed to or originated from Voxbi are processed using Artificial Intelligence (AI) to generate summaries. These summaries are securely stored in Voxbi systems to enhance and simplify Client follow-up and improve service quality. It is the responsibility of the Client to inform all users of the service about AI summaries.

3.3.3 Responsible use. When The Client acknowledges and undertakes to (i) provide notices for its own users, employees, callers and other affected persons; (ii) follow Voxbi's instruction; (iii) maintain appropriate human oversight; and (iv) assess outputs before relying on them. The Client undertakes to not use the Services for a practice prohibited by the EU AI Act, or for an undisclosed high-risk or otherwise regulated AI use. An AI output shall not be the sole basis for a decision producing legal or similarly significant effects unless permitted by law and expressly agreed by Voxbi. Voxbi reserves the right to refuse, restrict or suspend AI functionality where reasonably necessary to prevent unlawful use, protect affected persons or comply with applicable law or an authority's decision.

3.4 Digital Operational Resilience Act – DORA

3.4.1 Scope and classification. This Section applies only where the Client is a financial entity subject to DORA and the contracted Service is an ICT service used by the Client. Before the relevant Quote is executed, the Client shall disclose that status and identify whether the Services supports a critical or important function. Any mandatory service-specific terms shall be recorded in the Quote, SLA or any relevant document.

3.4.2 Required contractual matters. To the extent required for the Services, the applicable documents shall address the ICT functions and services, subcontracting, service and data locations, data security and recovery, service levels, incident assistance, regulatory cooperation, termination and exit arrangements. For a Service supporting a critical or important functions, they shall also address applicable material-impact notifications, continuity and security measures, testing cooperation, audit and access rights, and an appropriate transition period.

3.4.3 Rights and responsibilities. Mandatory regulatory, access, inspection, audit and testing rights shall not be restricted by a general frequency limit, procedure or charge. They shall nevertheless be coordinated, where legally permitted, to protect service continuity, security, confidentiality and other clients, and may be supported by pooled audits or independent assurance where applicable. Each Party remains responsible for its own DORA obligations. In particular, the Client remains responsible for its regulatory classification, ICT-risk assessment, register of information, third-party oversight and regulatory notifications. Voxbi does not represent that every Product, Service or subcontractor is independently subject to, certified under or suitable for every use under DORA.

3.5 Network and information systems security – NIS2

3.5.1 Applicable law and measures. Each Party shall comply with the NIS2 obligations applicable to it under the national law of its relevant Member State. Voxbi shall maintain technical, operational and organisational measures proportionate to the risks affecting its Products and Services, addressing, as appropriate, incident handling, continuity and recovery, supply-chain security, vulnerability handling, access control, secure communications and control effectiveness.

3.5.2 Client security. The Client is responsible for securing its networks, equipment, accounts, credentials, configurations, users and integrations. It shall follow reasonable security instructions, apply relevant updates, restrict access to authorised users, and notify Voxbi without undue delay of a suspected incident, compromise or vulnerability that may affect a Product, Service or Voxbi's network.

3.5.3 Incident cooperation. Where legally permitted, Voxbi shall notify the Client without undue delay after confirming a security incident that may materially affect the Client's Services and shall provide relevant information as it becomes reasonably available. Each Party remains responsible for the incident notifications, registrations, governance and risk-management duties imposed on it by law. Neither Party shall submit a regulatory notification in the other Party's name without authority.

3.6 Assurance, contact and regulatory change

3.6.1 Assurance and contacts. On reasonable written request, Voxbi shall make available appropriate compliance information relevant to the Client's Services, subject to confidentiality, security, legal restrictions and other clients' rights. Additional questionnaires, tests, audits or bespoke assistance may be charges under Article 2.4.2 or the Quote, except where mandatory law or a regulatory addendum requires otherwise. Data protection requests may be sent to dpo@voxbi.com, and other compliance inquiries to regulatory@voxbi.com. The Client shall keep its security and compliance contacts current in voxbi.me.com.

3.6.2 Regulatory change. The Parties shall reasonably cooperate where a change i law requires an amendment to a Protect, Service or contractual document. Voxbi may implement measures reasonably necessary for legal, regulatory or security compliance, including modifying, restricting or suspending an affected feature or Service, subject to the notice and termination rights elsewhere in the Agreement and to mandatory law.

4.1 Voxbi service models

4.1.1 Selection of Service Model. The Customer shall purchase the Voxbi cloud private branch exchange Services under either: (i) Voxbi One, the self-service model, or (ii) Voxbi Managed, the managed service model, in each case as identified in the applicable Quote. The Services are provided through Voxbi's European network and are hosted in the European cloud, subject to the terms of this Agreement, the applicable Quote, the Service Description, and the applicable SLA. The Trial and Free Plan are variants of Voxbi One and are governed by Article 1.20.

4.1.2 Voxbi One. Voxbi One is a self-service cloud PBX offering. Subject to the features, usage limits and entitlements of the plan ordered by the Client, the Client shall be responsible for the day-to-day administration and configuration of the Services though the Voxbi Cockpit, including the management of users, numbers, call flows, routing and eligible integrations. Voxbi One shall provide the platform features and the support level stated for the Client's selected plan. Unless expressly stated otherwise, in a Quote, the Voxbi One service model includes email support only email support only at support@voxbi.com and does not include telephone support, on-site support, managed configuration or a service-level commitment.

4.1.3 Voxbi Managed. Voxbi Managed is a managed cloud-PBX offering provided by the Provider. This Service may include European-cloud hosting, security updates, antifraud protection, Voxbi web and compatible desktop/mobile applications, Click2Call, web video meetings, automatic PBX software upgrades, and automatic firmware upgrades for compatible supported devices. Any telephone support, availability commitment, service-level credit, equipment supply, equipment configuration, monitoring, alerts, call-recording retention, analytics, API access, single sign-on, artificial-intelligence features, carrier service, or flat-rate calling entitlement shall apply only where expressly included in the applicable Quote, Service Description or SLA provide by Mixvoip SA.

4.2 Activation

4.2.1 Activation of the Voxbi Services is conditional upon the Client's validation of the Quote, or for the Trial and Free Plan, completion of online signup and verification under Article 1.20 and acceptance of these General Terms and Conditions, in accordance with Article 1.2.

4.2.2 Implementation of the Services requires a stable internet connection, compatible equipment (such as IP (Internet Protocol) phones or SIP (Session Initiation Protocol) applications), and a configuration that complies with the technical requirements defined in the technical documentation provided by Voxbi.

4.2.3 In the event of technical non-compliance or unsuitable infrastructure, Voxbi reserves the right to suspend, postpone, or refuse to activate the Services, without any entitlement to compensation.

4.3 Terms of use

4.3.1 The Client is responsible for the use made by its users and agrees to comply with applicable laws and regulations.

4.3.2 Voxbi may suspend the Services without prior notice in the event of fraudulent behaviour or breach of contract, in accordance with Article 1.12.

4.4 Service features

4.4.1 The Voxbi Services offer, in particular, the following features: Inbound and outbound call management via a hosted virtual PBX; Voice answering Configurable interactive (IVR – Interactive Voice Response); Intelligent routing based on location, group, language, or skills defined by the Client; Web application and software clients for Windows, macOS, Android, and iOS devices; Integration with third-party systems: CRM (Client Relationship Management), ERP (Enterprise Resource Planning), Microsoft Teams, Odoo; Real-time call recording, history, and monitoring; Secure user access via web interface or mobile application.

4.4.2 Additional options can be activated upon request, such as: WebRTC (Web Real-Time Communication) for browser-based telephony; Video conferencing services; API (Application Programming Interface) connectors for automation or specific integration.

4.5 Analytics and service improvement

4.5.1 Service analytics. Voxbi may collect and generate technical, operational and usage statistics relating to the Product and Services (the "Analytics Data"), including the features used, frequency and duration, number of users or accounts, device and application information, response times, availability, performance, errors, incidents, support interactions and feedback. Analytics Data shall not include call content, recordings or transcripts unless their processing is necessary for an activated feature and is expressly described in the applicable Service Description, Privacy Policy or DPA.

4.5.2 Purposes. Voxbi may process Analytics Data to: (i) provide and administer the Product or Service; (ii) produce statistics and reports for the Client; (iii) monitor availability, performance, and security; (iv) detect and resolve errors or incidents; (v) provide support; (vi) plan capacity; (vii) understand feature adoption and feedback; and (viii) maintain, develop and improve the Product or Service.

4.5.3 GDPR roles and legal bases. Where Voxbi generates Client-specific statistics solely on the Client's documented instructions, the Parties' roles and obligations are governed by the DPA. Where Voxbi determines the purposes and means of processing Analytics Data, Voxbi acts as Controller. To the extent processing is objectively necessary to provide, administer, secure or troubleshoot the Services requested under a contract with the relevant Data Subject, Voxbi relies on Article 6.1.b GDPR.

4.5 Hardware and compatibility

4.5.1 Voxbi Services may be used with Products provided, leased or configured by the Provider under a Quote. The Provider may provide, configure or support Products as Voxbi's subcontractor or service partner acting on Voxbi's behalf.

4.5.2 When the Client uses its own hardware, equipment, network, software or applications, the Client shall ensure that they are compatible with applicable SIP standards, the Provider or Voxbi's technical requirements and the Service Description. Depending on the Services chosen, Voxbi or the Provider may require validation before activation or support and may decline support for unsupported equipment or configurations.

4.6 Technical support and maintenance

4.6.1 The Client benefits from technical support as defined in Chapter 2, and in the applicable Quote, Service Description and SLA.

4.6.2 The level of support depends on the Services purchased by the Client, and the subscribed support plan or SLA.

4.6.3 Support requests must be submitted via the dedicated email address: support@voxbi.com, unless another support channel is stated in the Quote, SLA or user interface.

4.6.4 In the event of complex technical intervention, Voxbi may charge the corresponding fees in accordance with Articles 1.8.2 and 2.3.2.

4.7 Financial terms

4.7.1 The Voxbi Services are billed as a monthly subscription in accordance with the plan selected in the Quote, including, where applicable: (i) Starter, Plus, Plus AI and Channel for Voxbi One Service; and (ii) Essential, Professional, Business, Enterprise for Voxbi Managed Service.

4.7.2 Any option activation, user addition, additional Product, integration, AI feature, call recording, carrier service, custom configuration, or professional service may be subject to additional charges.

4.7.3 The rules for invoicing, penalties for delay and suspension are governed by articles 1.8 and 1.13.