7.3.8. the Client resells the Services to a third party without the Service Provider's written consent;
7.3.9. the Client breaches intellectual property and/or confidentiality obligations;
7.3.10.the Client uses the Services in breach of the terms set out in this Agreement;
7.3.11.the Client has provided false, inaccurate or incomplete personal data, contact details or payment
card details or has attempted to use third party data to enter into the Agreement;
7.3.12.the Client has transferred access information to the Client’s Portal to other persons or has allowed
third parties to use the Client’s Portal with access information (access data) to the Client’ Portal.
7.4. The Parties shall be entitled to terminate the Agreement unilaterally by giving 5 (five) working days'
prior written notice to the other Party, the Client shall pay the Service Provider for Services
provided by the Service Provider in full until the termination of the Agreement.
7.5. Termination or expiry of the Agreement shall not relieve the Client of its obligation to pay the
Service Provider for the Services until the termination of the Agreement.
7.6. In the event of termination of the Agreement, if the Service Provider has no claims or demands
against the Client, the Service Provider shall, within 10 (ten) working days of the date of
termination of the Agreement, refund the Client's previously paid but unused fees for the Services,
or the remaining amount thereof, if any, after all Services have been disconnected.
7.7. Termination or expiry of the Agreement shall not exempt the Client from its obligation to pay the
late payment interest and/or penalty, as well as damages.
7.8. Upon termination of the Agreement for any reason, the Service Provider shall delete all data (e.g.
settings, Client Data, voice files, statistics, etc.) uploaded or created by the Client on the Client’s
Portal. The Client has 30 (thirty) days after termination of the Agreement to download all data it
manages. The Client hereby acknowledges that after the expiry of the 30 (thirty) day period, the
Service Provider shall have no obligation to provide the Client with access to or the ability to
download the data and the Service Provider shall delete the Client's data after the expiry of the 30
(thirty) day period without the possibility of restoring it.
8. Force Majeure
8.1. If the performance of the provisions of the Agreement are affected by force majeure conditions,
none of the Parties shall be liable for the non-performance of this Agreement, including
compensation for damages, if the aforementioned non-performance of the Agreement has arisen
due to such reasons that are not controlled by the Parties and that could not have been foreseen
or prevented, including, but not limited to (a) armed violence, including: war, domestic war,
revolution, riots, commotions, acts of sabotage, and acts of terrorism; (b) strike actions, blockades;
(c) acts of God, such as: natural disasters, severe storms, hurricanes, earthquakes, floods,
lightning strikes, epidemic, long-term severe rain; (d) acts of government and international
authorities; (e) fire and explosions, if these conditions have direct influence on the performance of
this Agreement.
8.2. Upon the occurrence of the event of force majeure rendering, directly or indirectly, the
performance or proper performance of contractual obligations of the Party hereunder impossible or
materially hindered, such Party shall notify the other Party within 14 days of the occurrence
thereof, about: (a) the occurrence of such circumstances; (b) probable consequences of such
circumstances affecting the performance of contractual obligations hereunder. Upon cessation of
the event of force majeure, the aforementioned Party shall notify the other Party thereof within 14
days following the date of cessation.
8.3. Both Parties shall take all reasonable actions to prevent or overcome the force majeure conditions
affecting the performance of this Agreement as soon as possible.
8.4. In the case of force majeure, the period for the performance of the obligations stipulated by the
Agreement shall be extended for such amount of time as long the aforementioned force majeure
persists. If the force majeure lasts for more than 3 (three) months, each Party shall be entitled to
unilaterally withdraw from the performance of the Agreement and in such case none of the Parties
shall be entitled to request the other Party to compensate the damages caused by the termination
of the Agreement.
8.5. Force majeure shall not include circumstances already existing at the time of conclusion of this
Agreement.
9. Intellectual Property
9.1. By entering into the Agreement, the Client hereby warrants that:
9.1.1. the Service Provider is the sole owner of the intellectual property (hereinafter also referred to as
the work): any patent, supplementary protection certificate, utility model, trademark, service mark,
license, source codes, industrial design, trade and business name, service name, domain name,
copyright and related (neighbouring) rights and any right related or similar to the above (including
both registered and unregistered intellectual property as well as any applications or rights to
register the intellectual property), which may currently or in the future be located in any part of the
world. Intellectual Property in the context of this Agreement also includes, but is not restricted to,
expertise and know-how, trade secrets, inventions and other scientific and technological results
and their improvements, graphic art, design works, computer programs (source programme, code
and all software), databases or source code or a part thereof, information and documentation
(online and hard copy), including procedures, policies, methodologies applied (including
management systems), also unfinished works, regardless of the purpose of the work and the
value, form or type of expression made, created, manufactured or improved by the Service
Provider within the framework of the Agreement;
9.1.2. the Client and its affiliates are strictly prohibited to exercise the right to communicate the
intellectual property of the Service Provider to the public, to publish the work, to publicly perform