General Terms & Conditions

For business customers, you must be a company, business, partnership, or organization incorporated or registered with the Accounting and Corporate Regulatory Authority of the Netherlands (Chamber of Commerce) or such equivalent authority in your country of incorporation or registration.
We may decline acceptance of your application at our discretion. We will be deemed to have accepted your application if we have made available the Services to you regardless of any written acceptance, confirmation, or agreement from us to you or your actual use of the Services.

You may have to pay for certain Services. For the purposes of this paragraph 2, "Services" shall be deemed to include services by third parties on whose behalf we are billing. You are liable for the Charges for such Services you have purchased, applied for and incurred under your account whether the Services are used by you or someone else (regardless whether such use was with your express consent and/or knowledge or otherwise). You may pay through Bank, GIRO, your credit card or any other third party designated by us. Any change/ termination in the method of payment will only be effected from the next billing cycle onwards.

Charges will be calculated based on our records or, where applicable, records supplied to us by another Service Provider. You will not be required to pay for any Service that you did not subscribe for.

Recurring Charges apply for the full period to which the Charges relate. Charges incurred at the end of a billing cycle may be reflected in your next bill for the next billing cycle.

We will send you a bill at monthly intervals or more frequently if your usage exceeds or may exceed a preset limit. However, we may send you bills at such intervals as we deem appropriate. All Charges are due as soon as the bill is issued. Each bill must be settled by the payment date set out in it. Unless otherwise stated in the bill or elsewhere, all Charges are payable in Euro. In the absence of fraud or manifest error, subject to paragraph 2.4 below, we may rely on each bill as conclusive evidence against you of the accuracy, completeness and truth of all matters stated in it. You are responsible for paying all Charges without any counterclaim, deduction, set off or withholding.

GENIOX reserves the right to change the Price List without prior written notice. Any change to the Price List will become effective on the date indicated in the Price List or if no such date is indicated, upon the earliest of (i) it being published on GENIOX’s Platform or website or (ii) it otherwise being provided by GENIOX or its Affiliates to the Partner. The Price List that was effective when Partner uses the GENIOX services for the relevant GENIOX IMSI in the relevant GENIOX zone, country or network will apply.

If you wish to reasonably dispute any amount in your bill, you can withhold payment for such disputed amounts if you inform us in writing prior to the payment date shown on your bill. Otherwise, you are liable to pay us all Charges. We will investigate any such dispute and provide a written response to you within 30 days from the day you notify us of such a dispute. If the dispute is resolved in our favour, you must pay us the disputed amount and all costs incurred in recovering the amount. We may charge you interest on the outstanding amount at 1.5% per month from the date the outstanding amount was due and payable and calculated on a daily basis or at such other rates as we may prescribe from time to time. Alternatively, we may charge you the standard late payment fee as we may prescribe from time to time. If we agree there is a mistake in your bill, we will adjust your next bill accordingly. If you have paid a bill for a post-paid Service and subsequently choose to contest it, any such dispute must be raised by you in writing to us not later than 3 months from the date of that bill. If you have paid for a bill for a pre-paid Service and subsequently choose to contest it, any dispute must be raised by you in writing to us not later than 6 months from the date of your payment.

We may, at our discretion, allow certain Services to be paid through Bank, GIRO, your credit, or debit card. Where you have chosen this method of payment, you must inform us immediately if your credit or debit card is lost, stolen, expired, or terminated or if you want to terminate this method of payment. If we are unable to make the deduction or settlement with your bank or card company, we will not be liable to you in any way, and you must make payment for outstanding amounts in cash, cheque or bank draft immediately together with any administrative fees for the failed transaction. We may, at our discretion, terminate any such recurring method of payment at any time.

You are responsible for all Taxes. If you are required under any law to deduct or withhold any sum as Taxes imposed on any amount payable to us, the amount payable to us must be increased by such amount necessary to ensure that we will receive a net amount equal to the amount which we would have received in the absence of any such deduction or withholding.

If you are late in paying or do not pay a bill for any Service, we may, at our discretion, suspend, restrict, or terminate any of the Services that we provide to you and charge you administrative fees and/or late payment interest or fee as set out in paragraph 2.4 above. In addition, we may, at our discretion, also require you to pay on demand all sums due under any other agreements or accounts you have with us. If we claim against you for failing to pay any bill, you are liable for all our legal, administrative, and other costs.

If you use more than one of our Services, you shall specify which Service(s) under your bill you are making payment for. In the event you have failed to identify the Service(s) for which payment has been made, any payment you make may be applied or allocated by us towards any outstanding amount for any Service in such manner, priority, order, and proportion as we deem appropriate. If you have more than one account with us, we may transfer any credit balance under one account to settle outstanding amounts due under another account.

We may, at our discretion, authorise our Affiliates to issue bills and collect payment of Charges and moneys on our behalf.

We may, at our discretion, require a deposit as security for the performance of your obligations to us. We may, at our discretion, require you to increase this deposit from time to time.
You cannot require us to apply this deposit in payment of any Charges. We may, at our discretion, use this deposit at any time as we deem appropriate to offset any outstanding Charges and any amounts due under any of your accounts with us.
Any remaining balance will be refunded to you without interest after this Agreement is terminated and you have paid all outstanding amounts due, accruing or payable to us.
A deposit does not relieve you from your obligations to pay any Charges, nor does it constitute a waiver of our rights to suspend, disconnect or terminate any Service due to non-payment.

You are responsible for the use of the Services under your account(s) and for any Content disseminated through your account(s).

If you are using a third party's communication services or Equipment to access the Services, you must obtain that party's permission before you use the services or Equipment.

4.3.1 Inform GENIOX

Provide accurate and complete information to us and inform us immediately of any changes in any particulars or information given to us in your application for the Services including but not limited to any changes in address and/or contact particulars;

continue to be responsible for and pay all Charges relating to the period of any suspension, interruption or loss of the Services whether or not due to your request or resulting from your default and any disconnection and/or re-connection Charges;

Comply with all applicable laws, rules and regulations and any requirements or restrictions which we may or other Service Providers may impose on the use of the Services or any telecommunications system and Equipment;

Comply with all instructions, notices or directions issued by us; and

Take all reasonable steps to prevent fraudulent, improper, or illegal use of the Services.

GENIOX SIM cards can include multiple IMSIs (MultiIMSI Product) which can be selected to get services in different countries and networks. Every IMSI will have a different price per zone, country and network, which will be communicated in the Price List. GENIOX eSIM cards will be configured to automatically choose the correct IMSI in each zone, country and network following the agreed conditions and price per network with the Partner. GENIOX cannot be made liable in the event that a SIM does not attach ina zone or country to a network using the correct IMSI, since (i) different Mobile Equipment (devices) can overrule the configuration in the SIM (ii) the configuration can be manually overruled by the user using the configuration possibilities in the Mobile Equipment (Network Selection) or using the SIM Toolkit Application (GENIOX Subscription Manager) provided in the SIM. The Partner is required therefore to make sure that the correct IMSI communicated by GENIOX in every zone, country or network is used, otherwise the pricelists of the used IMSI will be applied and the Partner will be charged accordingly.

4.4.1 Content

To transmit, post or solicit any Content which may be misleading, defamatory, offensive, indecent, objectionable or illegal, or which may cause annoyance, harassment, irritation, inconvenience or anxiety to anyone. This includes transmitting or posting junk mail, spam, chain letters, solicitations (commercial or non-commercial), bulk messages or distributing mail to any party who has not given permission to be included in the distribution. Spam emails do not have to be sent from your account or our Network to violate this Agreement. Emails sent by or through a third party that advertises or otherwise directs traffic or links to your website, or your account shall be deemed as being sent directly by you. GENIOX requires that you maintain a "Confirmed Opt-In" mailing list and may require you to provide verifiable confirmation information in cases where spamming is alleged.

To forge or misrepresent message headers, whether in whole or in part, to mask the originator of the message or employing any other method to disguise or mislead any username or the source or quantity of the emails transmitted;

To transmit, post or solicit any Content which may give rise to civil liability or otherwise violate any applicable laws, rules or regulations;

To advertise, transmit, store, post, display or otherwise make available pornographic materials;

To advertise, transmit, post, facilitate or solicit any Content, product or service that contains viruses, worms, trojan horses, time bombs, cancelbots or any other harmful, damaging or destructive programs;

To make or attempt any illegal or unauthorized access to any part or component of the Services, the Network or any third-party equipment, accounts, systems or networks to which you can connect through the Services directly or otherwise; or to carry out or attempt any activity that might be used as a precursor to an attempted system penetration (i.e. port, stealth, security or penetration scans or other information gathering activity) on GENIOX or its Service Providers’ servers or network;

To disrupt or undermine the security of the various networks and systems that are connected to the Services or violate the regulations, policies or procedures of such networks; This can include any failure to update software used on your account or website that is known to be vulnerable to malicious activity or exploitation;

To collect and/or disseminate information about others or their email addresses without their consent;

For any fraudulent, illegal or improper purposes or activities or to violate anybody's rights or in any way which may affect other users enjoyment of or access to any Service or cause annoyance, harassment, irritation, inconvenience or anxiety to anyone, including advertising, facilitating, soliciting or otherwise engaging in ponzi schemes, pyramid schemes, denial of service attacks, pinging and mailbombing, fraudulently charging credit cards or pirating software;

In any manner or for any purpose which may constitute a violation or infringement of the rights of any party including but not limited to their intellectual property, confidentiality, privacy or other personal rights;

To be resold or otherwise provided to third parties without our prior written consent, whether for profit or not;

To advertise, transmit, facilitate or otherwise make available any Content, product or service that is designed to breach this Agreement; and

To engage in any activity, whether lawful or unlawful, that we determine, in our sole discretion, to be harmful to our customers, operations, reputation, goodwill or customer relations.

You must not use or allow any part of the Services to be used for any activity which would or is likely to:

Generate Network traffic in excess of reasonable and normal usage;

Cause congestion to the Network;

Cause a situation whereby other users are affected in their enjoyment and/or use of the Services; and/or

Cause any disruption, interference, interruption or degradation in the Network or the Services that we operate over the Network. You acknowledge and agree that the restrictions contained in this paragraph 4.5 are considered reasonable and necessary for the operation, management and maintenance of the Network. Nevertheless, if any of the restrictions, if taken together or separately, are held to be void or invalid for any reason, but would be held to be valid or effective if any part of its wording were deleted, that restriction shall apply with such deletions or amendments as may be necessary to make it valid and effective.

Where the Services are marketed as ‘free’ or ‘unlimited’, the use of such Services shall be subject to their applicable terms and conditions and where applicable, our fair use policy which refers to normal and reasonable use of the Services (“Fair Use Policy”). For example, an ‘consumer unlimited data plan’ shall only apply to normal surfing, emailing, video streaming, YouTube viewing, and not other types of use, including but not limited to hot spotting, tethering as a dongle etc. If your usage exceeds the recommended Fair Use Policy within a day as determined by us in our absolute discretion, we reserve the right to suspend, restrict (for example, impose a ‘speed limit’ on your usage) or terminate your access to the Services without any notice to you until the end of the affected day and/or impose our prevailing rates for such excess usage. You acknowledge and agree that such Fair Use Policy is necessary to ensure consistent and acceptable use of the Services and Network by all of our customers.

You must ensure the security and secrecy of your login identification, passwords, PIN or email or other accounts given to, chosen by or owned by you. You must ensure that these are not revealed to any third party. You are solely responsible for all activities that occur under your login identification, password(s), PIN and/or your account, whether such activities were carried out with your express consent and/or knowledge or otherwise. Use of any login identification, password or PIN deemed by us, in our sole discretion, to be insecure shall be a breach of this Agreement.

We reserve the right to refuse, change or remove login identification, password(s) or PIN which we deem inappropriate or offensive.

If you discover or suspect any unauthorized use or disclosure of your login identification, password(s) and/or PIN or that your account security has been compromised, you must immediately:

Inform us by email; and

Change your password(s) and/or PIN.

You are advised to change your password(s), PIN or any other security identification regularly to protect your own security.

The security of your account, equipment, network and systems, including any Content stored, sent or received through these mediums, is your own responsibility. We cannot guarantee the safety and security of any transmission.

We may need to verify the accuracy of the information you submit (including performing cross tabulations with external databases and information) and you agree to our verification of such information.

We may with or without notice to you:

Do certain things which may affect all or any part of the Services including interrupting or suspending any part or all of the Services for operational reasons or because of an emergency. We will try to restore the affected Services as quickly as we can and by such means as we deem appropriate;

Undertake any search or scan of your Content/data and system for such maintenance, security or policing purposes as we deem appropriate;

Undertake Network management and maintenance which may affect all or any part of the Services;

Manage and control access to the Network, notwithstanding that such access is a requirement or constitutes part of the Services; and
Manage and control access to any data stored in the Network whether belonging to, provided, or stored by you or otherwise notwithstanding that such access and storage of such data is a requirement or constitutes part of the Services.

We may carry out any of the rights under paragraphs (i), (ii), (iii) (iv) and (v) above in any manner deemed appropriate by us or our Affiliates and we will not be liable to you or any third party for the same.

Unless we agree otherwise, you must obtain and maintain at your own costs all necessary Equipment to access and use the Services.

You are responsible for the safe use of all Equipment. All Equipment used by you to access the Services must be type-approved by the relevant Regulatory Authority or any party authorized by the relevant Regulatory Authority to do so and meet the relevant standards.

You must comply with all instructions, notices or directions issued by us or the relevant Regulatory Authority in respect of the installation, use or operation of the Equipment; as such including executing updates, preventive and corrective maintenance, configuration management, safety checks etc.

You are responsible for ensuring all equipment and software used by you are compatible and may properly function and operate with the Services.

We will not be responsible for any equipment not provided by, purchased, leased or rented from us. We will also not be responsible for any loss or damage caused by or as a result of the use of such equipment, whether in conjunction with any Services or not.

Unless specifically agreed in writing, any defect in any Equipment sold to you will be covered under the relevant manufacturer’s warranty only, and your sole and exclusive remedy for such defects shall be according to the terms of the manufacturer’s warranty. If you make any claim under the manufacturer’s warranty for any Equipment, you must provide the original proof of purchase of the Equipment from GENIOX.
We will not be responsible for any Equipment sold or any related hardware or Software comprised therein, or any loss or damage caused by or as a result of the use of such Equipment, hardware or Software, whether in conjunction with any Services or not.

We may sell or otherwise provide to you Software or you may access Software via the Services. Unless we agree otherwise, you shall, by your use and/or possession of such Software, be deemed to have accepted the following:

You undertake not to copy, reproduce, translate, adapt, vary or modify the Software or to communicate the same to any third party without our/third party supplier’s written consent;

You undertake not to remove, add to, change or otherwise tamper with any copyright notice, legend or logo appearing in or to the Software or the medium on which it resides; and

You acknowledge that any and all copyright, trademarks and other intellectual property rights subsisting in the Software and all documentation and manuals relating to the Software remain our property or the property of the third-party supplier.

All Content, products or services transmitted or made available via the Services, are the sole responsibility of the person from which such Content, products or services originated;

We will not be liable in any way for any third-party Content, products or services which you may access, use or acquire via the Services;

You are solely responsible for all Content, products or services that you transmit or make available via the Services or on any website;

We do not control any third-party Content, products or services which you may access, use or acquire through the Services and we do not endorse or guarantee the accuracy, reliability, integrity, legality or quality of such Content, products or services;
by using the Services, you may be exposed to third party Content, products or services that may be defamatory, offensive, indecent, objectionable or illegal;

By using the Services, you may be exposed to third party Content, products or services that may be defamatory, offensive, indecent, objectionable or illegal.
We may, at our discretion, and without notice to you, refuse, remove, modify or deny access to any Content, products or services which you transmit or make available via the Services or on any website, including without limitation such Content, products or services that may be or are alleged to be defamatory, offensive, indecent, objectionable or illegal or may have infringed any party's intellectual property rights. We shall not be responsible for determining the validity of any allegations in this regard.

Without prejudice to paragraph 8.1 above, we will not be liable in any way if you encounter any problems with the goods and services that you obtain through the Services. We assume no liability or responsibility for third parties or for any non-delivery, non-performance or defects in any goods and services; We will not be liable to you or any third party under any of paragraphs 8.1.1to 8.1.5 above.

In the event any Services are provided to you on a free trial basis, you agree that upon expiry of the free trial period as specified in our service agreement with you, the full Charges for that Service shall apply. You agree that display of the applicable Charges for the Services on our website or applications will constitute notice of the Charges.

The provisions of this paragraph shall be in addition and without prejudice to any other rights we may have over the Network and its use whether granted by statute or otherwise.

9.2.1 Access to your locations storing parts of GENIOX equipment

You will provide access, space, power feed and such reasonable assistance as we may require (including but not limited to, seeking the necessary approval of the developer, owner or agent of the Premises), without charge, to carry out any site survey, to provision any part of the Services, to carry out any activities related to the Services (for example, without limitation, cable patching activities), to undertake the Works, operate and/or from time to time maintain and safeguard the Network, including to investigate, test for and repair or remove fault, signal leakage or malware or address any imminent harm (such as interruption, disruption, congestion or any Unauthorized Act) to the Network or any third party’s network or systems or our provision of the Services. Where circumstances permit, we will give you reasonable advance notice of required access. You agree that the developer, owner or agent of the Premises may impose certain Charges on us (or on us on your behalf) arising from and/or in connection with this paragraph, and you agree to bear and pay all such Charges directly to the developer, owner or agent, or alternatively, you agree to reimburse us for all such Charges, including but not limited to:

All Charges imposed by the developer, owner or agent on us (or on us on your behalf) for and in connection with the grant of access (for example, without limitation, administrative fees and man-hour rates);

All Charges incurred for and in connection with the purchase of any additional insurance policies or meeting additional insurance requirements by the developer, owner or its agents (for example, without limitation, the purchase of a contractor all risks insurance, the naming the developer, owner or agent as a principal or additional insured under our policies of insurance);

All utility Charges incurred for and in connection with the operation of any installation or Equipment; and/or

All such other Charges as may be notified by us.

You agree to grant us access to and to provide us with such space, license, right of way and easements on or through your Premises as we may reasonably require without charge for the purposes of installing or maintaining such equipment as may be required to provide the Services to other properties.

You will provide access and such reasonable assistance as we may require to any equipment, software and systems used by you in relation to or in conjunction with any of the Services that we have rendered to you, without charge, to operate and from time to time maintain and safeguard the Network, including to investigate, test, repair, remedy, remove, disconnect such equipment, software or systems or otherwise address any fault, signal leakage or imminent harm (such as interruption, disruption, congestion or any Unauthorized Act) to the Network or any third party’s network or systems or our provision of the Services.

Ownership of the Network will remain vested in us at all times, notwithstanding that parts of the Network may be located on your Premises as fixtures or otherwise or the connection of any equipment or cables by you to the Network.

9.4.1 Not undertake or permit Unauthorized Acts

You will not undertake or howsoever permit any Unauthorized Acts and will notify us as soon as you are aware of any Unauthorized Acts.

You will ensure that none of your equipment, software and systems connected to the Network will cause or be intended to be used for an Unauthorized Act.

In the event that we notify you that any of your equipment, software or systems that is connected to the Network will cause, is causing or is likely to cause or is or may be used for an Unauthorized Act, you will immediately disconnect, switch off, suspend, secure or remove such equipment, software or systems from the Network and provide such reasonable assistance as we may require in order to prevent and cease such Unauthorized Act.

9.5.2 Network Maintenance fee

Only we will be entitled to maintain the Network. Unless we otherwise stipulate, you will not be required to pay a standard annual Network maintenance fee.

We reserve the right to charge you at our standard prescribed rate for responding to a request to remedy a fault in the Network if it is subsequently ascertained by us that the fault is caused by your equipment or systems.

We reserve the right to conduct network maintenance at such times and frequencies as we (at our absolute discretion) deem fit, and shall not be liable to you for any disruption or interruption to the Services and/or your access to the Services which may result.

Notwithstanding any disconnection of the Premises from the Network or termination of this Agreement, you will not at any time remove or relocate or permit any third party to remove or relocate any part of the Network (including any equipment belonging to us that is connected to the Network) from the Premises without giving us at least six (6) months' prior written notice and obtaining our prior written consent. We will be entitled to impose our standard prescribed charges for undertaking any removal or relocation of the Network, including signal diversion costs.

The Services are provided on an "as is" and "as available" basis and you agree that you use the Services or rely on any Content obtained through the Services at your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the fullest extent allowed by law.
No advice or information whether oral or written, obtained by you from us or through the Services will create any warranty not expressly set out in this Agreement.

11.2.1 Impact

That the Services, the Software, any Equipment (which we provide, sell, lease or rent to you), or our operation, maintenance and protection of the Network will not cause any harm to your equipment, software, systems or Content;

As to the accuracy, reliability or quality of any Content obtained through the Services or that defects in any Software will be corrected; and

That the Services and access to them are error free and uninterrupted or available at all times.

11.3.1 Maximum liability

The maximum liability howsoever arising which we will be liable to you and anyone else for the gift or premium is the amount you have paid us in cash, if any, for it;

The redemption of the gift or premium is subject to stock availability;

We make no warranty as to the gift or premium and will not be responsible for any specifications, defects or non-performance in it;

We are not an agent of the merchant, manufacturer and/or supplier of the gift or premium, and shall not be deemed to be a seller or transferor of the gift or premium;

Unless otherwise agreed by us in writing, any issue which you may have in respect of the gift or premium, including its specifications, quality or performance, shall be resolved directly with the merchant, manufacturer and/or supplier. The gift or premium is also subject to such other terms and conditions as may be imposed by the merchant, manufacturer and/or supplier; and

We reserve the right to substitute the gift or premium with any item of a similar value.

Except as set out in this Agreement, we expressly exclude all other liability we may have to you, including all liability in contract, tort, negligence, misrepresentation, strict liability or statute.
This exclusion applies for our benefit and that of other Service Providers whose networks are connected to each other or to the Network, all companies, directly or indirectly owned, wholly or partly owned or controlled by us or any of these parties, and all their officers, employees, contractors and agents or anyone else to whom we or these parties are responsible ("the Relevant Parties") and whether it relates to anything caused by or resulting from anything any of the Relevant Parties does or omits to do or delays in doing (even if done, omitted or delayed willfully, recklessly or negligently), whether or not it is contemplated or authorized by any agreement you have with us.

Under no circumstances will we or any of the Relevant Parties be liable for any special, incidental, indirect, consequential or punitive damages, losses, costs or expenses, even if such damages, losses, costs or expenses were caused willfully, recklessly or negligently.

Under no circumstances will we or any of the Relevant Parties be liable for any lost profits, revenue, business or anticipated savings, loss of data, loss of Content or loss of use, even if such damages, losses, costs or expenses were caused willfully, recklessly or negligently.

If we or any of the Relevant Parties are liable to you and we cannot, for any reason, rely on the exclusions of liability set out in paragraphs 11.3 to 11.6 above then in no event will our liability for damages, losses, costs or expenses suffered or incurred by you and anyone else (whether in contract, tort, negligence, misrepresentation, strict liability or statute or otherwise) exceed:

The lower of your preceding month's Charges applicable to the Services in question or € 1.500,- for any event or for any series of connected events; subject to no more than; and

The lower of your preceding 12 month's Charges applicable to the Services in question or € 10.000,- in any 12 months period.

The limitations and exclusions of liability in this Agreement shall not apply to any liability we or any of the Relevant Parties may have in respect of any death or personal injury resulting from our negligence.

GENIOX or any Affiliate may perform any of its obligations or exercise any of its rights under this Agreement by itself or through GENIOX or any other Affiliate. However, any act or omission of any such other Affiliate is deemed the act or omission of the party providing the Services.

You will not acquire any right in any and all GENIOX Intellectual Property and all such property will remain at all times with us or our licensor(s).

You will not use or permit the use of any GENIOX Intellectual Property except for the purposes contemplated by the Services provided to you or as permitted by us.

Unless otherwise stated in the Service Specific Terms & Conditions or otherwise agreed, you may apply for additional Services or request for changes to be made to existing Services verbally through our customer service, in writing by fax or post or electronically.

There may be a Charge if you cancel or change any order or Services.

We may from time to time change any of these Terms & Conditions (including the Service Specific Terms & Conditions) and/or such other terms and conditions agreed or accepted by you (including, without limitation, our tariffs, price plans, Charges and payment terms).
We may also from time to time withdraw, suspend, or change any of the Services. We endeavor, where reasonably practicable, to give you reasonable advance notice of such changes. We will notify you of such changes through written notice, electronic mail, our bill, our website or such other form as we may deem appropriate.
You agree that the display of the revised Terms & Conditions (including the Service Specific Terms & Conditions) on our website will constitute notice of the changes. Your continued use of the Services will constitute acceptance of the changes and this Agreement.

We will not be liable for any delay or failure in performance under this Agreement resulting from matters beyond our reasonable control. These include acts of God, requirements of any governmental or regulatory authority, war, national emergency, accident, fire, lightning, equipment failure, computer software or Software malfunction, electrical power failure, faults, interruption or disruption of the Network or the networks of other Service Providers or of your equipment or the equipment of any third party, riots, strikes, lock-outs, industrial disputes (whether or not involving our employees) or epidemics of infectious diseases.

Without prejudice to paragraph 16.1 above, the Services may occasionally be affected by interference caused by objects beyond our control such as buildings, underpasses and weather conditions. When this happens, we will not be responsible for any interruption or disruption of the Services or if you cannot access or use the Services.

If you wish to terminate any of the Services or this Agreement, you must submit your termination request by completing and signing our prescribed termination form. Your request for termination will be processed by us the next working day and the termination notice period will also commence the next working day. Unless the specific terms for the Services you are using are different, this Agreement or the Services may be terminated by either party giving 14 working days notice to the other party without assigning any reason.

If you give us notice that ends during the applicable Minimum Period of Service or if we terminate the Services or this Agreement pursuant to paragraph 17.3 below:

There will be an early termination Charge and, where applicable, prorated Charges for the Services, Equipment and/or ancillary items and costs for the rest of the Minimum Period of Service; and

You will compensate us for any damages or losses we may suffer because of the early termination. In computing whether or not you have complied with the Minimum Period of Service for a particular Service, we will not take into account any period for which that Service is suspended for any reason whatsoever.

17.3.1 Breach of terms

You breach any of the terms and conditions of this Agreement or any other agreement you have with us;

You become or threaten to become bankrupt or insolvent;

You make any arrangement or composition with or assignment for the benefit of your creditors or go into either voluntary or compulsory liquidation or a receiver, trustee, judicial manager or administrator is appointed over any of your assets;

The equivalent of any of the events referred to in paragraphs 17.3.2 and 17.3.3 under the laws of any relevant jurisdiction occurs to you;

You provide incorrect, false or incomplete information to us;

The requirements of the relevant Regulatory Authority or any other authority result in us having to stop providing any of the Services or to provide any of the Services in a manner which is unacceptable to us; or

If you are likely to create imminent harm (such as interruption, disruption, congestion or any Unauthorized Act) to the Network or any third party's networks or systems or our provision of the Services, or defraud us, or are likely to create imminent harm or harass or are abusive to our personnel, we may suspend or terminate all or any part of the Services or terminate this Agreement with 1 working days’ notice (for paragraphs 17.3.1 and 17.3.5 above) or with immediate effect (for paragraphs 17.3.2, 17.3.3, 17.3.4, 17.3.6 and 17.3.7 above) without compensation and without prejudice to our rights to damages for any breach by you of this Agreement.
You may immediately contact our customer service, either by calling our customer service line or visiting any of our customer service centers to tell us why such suspension or termination should not occur. We will consider each case and where we deem appropriate, will not proceed with the suspension or termination of such account or take any other appropriate action where necessary.
If we suspect that you are using or allowing any of the Services to be used for fraud, misconduct or any other illegal or improper purpose, we will refer this to the relevant authorities and comply with directions or guidelines issued by them, without notice to you.

If and when you make good any breach or default, we may restore any suspended or terminated Services after you have paid for any restoration or re-connection Charges and reimbursed us for our reasonable costs in suspending/terminating the Services.

17.5.1 Financial

All sums become due, accruing due or payable to us in respect of that Service up to the date that Service is terminated will upon the termination of that Service become immediately due and payable to us;

You must immediately return to us all Equipment which we have leased or rented to you in respect of that Service in good condition. We will be entitled to charge you all costs incurred in repossessing or acquiring replacement for any such Equipment which you have failed to return to us or acquiring a replacement for any Equipment which is returned to us in a damaged or defective condition;

We have the right to retain any of your Equipment which is used in respect of that Service and which are on our premises until receipt of all sums due or accruing due or payable to us in respect of that Service; and

Subject to paragraph 17.5.3 above, you must immediately remove all your Equipment which is used in respect of that Service and which is on our premises. If you fail to remove such Equipment, we will be entitled to remove it at your own risk and charge you all costs incurred in doing so.

The termination of this Agreement will not affect any accrued rights or remedies of either party against the other party.

We will determine, in our sole discretion, on a case-by-case basis, the steps which are necessary to address any breach of this Agreement. Such steps include investigating any suspected or alleged breach of this Agreement, including obtaining information from you, any complainant and the examination of Content on GENIOX's server.
Nothing contained in this Agreement shall be construed to limit our actions or remedies in any matter and we reserve at all times all rights and remedies available to us at law.

We and the Service Providers shall not be liable for any damages, losses, costs or expenses of any nature suffered by you or third party resulting in whole or in part from the exercise of our rights under this Agreement.
By using the Services, you agree to waive and hold us and the Service Providers harmless from any claims relating to any action taken by us, including the conduct of an investigation, issuance of a warning, refusal, removal, modification or denial of access to Content, suspending or terminating the Services, or other appropriate action in relation to any suspected or alleged breach of this Agreement.

Without prejudice to paragraph 15.3 above, notices or bills to you under this Agreement will be deemed given if sent by post, fax or email to your contact details in our records. If there is any change in these details, you must inform us immediately in writing.

You are deemed to have given your consent to receive from us and our advertisers any offer and/or marketing/promotional information or notices (whether by way of letter, leaflet, pamphlet, electronic mail, phone messages or any other means of communication) relating to any of the Services or our advertisers products or services from time to time unless you notify us otherwise, and such offers, information and notices shall not be deemed to be unsolicited.

18.3.1 Availability

You acknowledge and agree that responses from us via the Customer Support Service may take longer due to high volumes of enquiries during peak periods. We reserve the right to direct you to other forms of Customer Support Service, at our sole discretion and subject to the availability of our resources.

Unless otherwise stated, the prices of the Services provided to you via the Customer Support Service are based on the prevailing rates as at the date of quotation. Your subscription to any of the Services shall be based on the prevailing rates at the time of purchase.

The laws of The Netherlands will govern this Agreement. Any processes or judgement may be given to you in the same way as notices under this Agreement.

This Agreement is subject to the Act and any applicable subsidiary legislation, rules or regulations. It is also subject to any directives and orders of the relevant Regulatory Authority and to the terms and conditions of the license(s) granted to us under the Act.

Any action or proceedings may be brought and enforced in the courts of The Netherlands or any other jurisdiction where you or any of your property may be found and you irrevocably submit to the jurisdiction of such courts in respect of any action or proceedings against or involving you relating to this Agreement. Either party may also refer any dispute relating to the Services to a Small Claims Tribunal and/or arbitration.