Vendor Agreement

About this agreement

This Vendor Agreement applies to companies that supply telecom routes and related services to BitCall LTD (company number 15288134, registered office 124 City Road, London, United Kingdom, EC1V 2NX) (“Bitcall”). It applies together with any signed order, rate sheet or contract between us; where they differ, the signed document wins. Contact [email protected].

Relationship

• Independent contractors: Nothing in this Agreement creates an agency, partnership, or joint venture.

• Legal compliance: Vendors must comply with all applicable laws and regulations for telecommunications services provided to BitCall.

Routes and compliance

• Lawful routes: All routes must comply with the telecom laws of the countries where traffic starts, passes through and ends.

• Alternative routes: If you offer alternative routes, for example NCLI routes, they must be lawful in those countries. Don’t use SIM boxes or bypass where it is illegal, stolen or unauthorised access, or false network-origin information. Describe each route’s type truthfully.

• Caller ID: State how each route handles caller ID (CLI, NCLI or local display). Present only numbers that you or the caller are entitled to use, follow the rules of each destination, and give us notice before you change how a route handles caller ID.

Your promises

• Authority: You have all the rights, licences and agreements needed to provide the routes, and our use of them won’t infringe anyone’s rights. You’ll give us reasonable evidence of this on request.

• Quality: You’ll keep routes stable, with good call quality and uptime, as agreed in the order or as reasonably expected.

• Honest billing: No false answer supervision, fake ringback, fabricated usage, or billing for calls that weren’t answered or delivered as agreed.

Fraud and abuse

Each party keeps an abuse contact and reports suspected fraud promptly. You’ll help us investigate, keep relevant records for the agreed period and support valid legal requests. We don’t have to pay for traffic shown to be fraudulent or caused by your breach, and we may withhold the disputed amount while it is investigated.

Indemnity

You’ll defend and compensate Bitcall for claims, fines, losses and reasonable costs arising from your routes’ non-compliance with the law, your breach of this Agreement, your handling of personal data, or infringement by your services. We’ll tell you promptly about a claim and cooperate. You may run the defence, but you may not settle in a way that admits fault for Bitcall or places obligations on Bitcall without our consent. The liability cap below doesn’t limit this indemnity.

Confidentiality and data

• Business data: Keep Bitcall’s usage, price, volume, customer and technical information confidential, and don’t use our traffic data to approach our customers.

• Personal data: Each party is responsible for the personal data it uses for its own purposes, such as billing records, and must comply with UK GDPR and other applicable law. If you process personal data on our behalf, a data processing agreement applies.

Prices, invoices and disputes

• Prices: Prices are agreed in writing (rate sheet, order or contract). Rate increases need at least 7 days’ written notice; decreases can apply at once. Rate changes are never backdated.

• Invoices: Invoices are based on the agreed billing increments and call records. We pay valid invoices within the agreed time.

• Disputes: Raise billing disputes in writing within 30 days of the invoice. The undisputed part is paid on time while the dispute is resolved.

Term and termination

• Term: This Agreement continues until either party ends it.

• Ending it: Either party may end it with 30 days’ written notice, or immediately for a serious breach, fraud, or where continuing would be unlawful.

• After it ends: You stop providing routes and refund any unused prepaid balance to us within 30 days, and we settle undisputed invoices. Confidentiality, indemnity and payment obligations continue.

Liability

• Indirect loss: Neither party is liable for indirect or consequential loss.

• Cap: Each party’s total liability is limited to the amount Bitcall paid you in the three months before the claim. The cap doesn’t apply to your indemnity, your confidentiality and data obligations, fraud, or amounts owed for services or prepaid balances. Nothing limits liability that the law doesn’t allow to be limited.

Governing law

• Law: This Agreement is governed by the laws of England and Wales.

• Disputes: Disputes shall be settled in the courts of England and Wales.

Contact

• Company: BitCall LTD

• Company number: 15288134

• Registered office: 124 City Road, London, United Kingdom, EC1V 2NX

• Email: [email protected]