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SENDLY by ACTIOSENDLY by ACTIO

AGREEMENT FOR THE PROVISION OF TELECOMMUNICATIONS SERVICES (B2B SMS MESSAGING)

Access to and use of the sendly.link Service requires the parties to conclude an Agreement. The Agreement is concluded at the moment the Customer registers an Account on the sendly.link website.

Within 7 days of the date of Account registration on the sendly.link Service, the Provider is entitled to reject that registration, which is equivalent to withdrawal from the Agreement referred to in § 1 and results in a refund of the equivalent of the funds paid, referred to in point 2, which were purchased by the Customer and had not been used by the time of withdrawal.

§ 1. Subject of the Agreement and Statements of the Parties

  1. The subject of this Agreement is to define the terms on which the Provider provides the Customer with telecommunications services consisting of the mass, automated sending of SMS messages via the SMS API interface and VoIP telephony systems (using softphone-type software).
  2. The services are provided solely for purposes directly related to the Customer's business activity and are of a professional nature to the Customer.
  3. The Customer declares that it does not enter into this agreement as a consumer or as a natural person referred to in Article 385¹ of the Civil Code. The Parties entirely exclude the application of consumer protection provisions.

§ 2. Billing Models and Payments

  1. The net rate for sending a single SMS message is variable and depends on the total volume of messages sent by the Customer in a given Billing Period (calendar month), in accordance with the quantity thresholds set out in the Price List constituting an Appendix to the Terms and Conditions.
  2. The provision of services may be carried out under one of two financial models, according to the choice made by the Customer in the Service Selection Form:
    • Prepaid Model (PrePaid): consisting of the Customer making a payment in advance, which tops up the balance of their account in the Customer Panel. Each completed SMS send or additional service reduces the available account balance by the gross amount resulting from the Price List (taking into account volume discounts). Funds topping up the account must be credited before a send is ordered.
    • Subscription Model (PostPaid): settled in arrears after the end of the Billing Period (calendar month) on the basis of a VAT invoice, with the final amount due calculated on the basis of the volume of sends actually carried out in a given month.
  3. If the subscription model (PostPaid) is chosen, the Customer is granted a default trade credit (debt limit) of PLN 500.00 (in words: five hundred zlotys 00/100) gross per Billing Period.
  4. If the granted trade credit is exhausted before the end of a given Billing Period, a Customer wishing to continue using SMS sending services is obliged to make an advance payment to the Provider's bank account in an amount equal to the granted limit (i.e. PLN 500.00 gross) towards the current debt balance.
  5. In order to avoid automatic suspension of the provision of Services, a Customer whose forecast monthly sending volume exceeds the amount of the granted Trade Credit shall pay a deposit to secure the amounts due to the Provider for the telecommunications services provided, to the account indicated by the operator. The deposit will be returned to the Customer to the bank account indicated by them immediately after the termination of the Agreement for any reason, no later than within 7 days of the termination of the Agreement.
  6. The Provider reserves the right to individually set a different amount of trade credit for regular Customers, based on an analysis of their payment history and the volume of traffic generated. A change in the amount of the limit referred to in this paragraph does not require an amendment to the Agreement in the form of an annex and may be made in documentary form via the Customer Panel or by e-mail correspondence.
  7. VAT invoices will be issued in electronic form and delivered via the National e-Invoicing System (KSeF) for entities covered by this obligation, or made available in the Customer Panel.
  8. The payment term for the PostPaid model is 7 days from the invoice issue date. In the event of payment delays, the Provider has the right to immediately block the possibility of sending SMS and to charge statutory interest for delays in commercial transactions.
  9. The Agreement is concluded for a period of 24 months from the date of its conclusion. After this period, the agreement is automatically extended for an indefinite period, and each Party has the right to terminate it with a one-month notice period.

§ 3. Integrity of Documents The following appendices form an integral part of this Agreement:

  1. Appendix No. 1 – Terms and Conditions for the Provision of Services (together with the Price List).
  2. Appendix No. 2 – Technical Specification and Education (Rules for counting SMS messages).
  3. Appendix No. 3 – Personal Data Processing Agreement (DPA).

Signatures of the Parties: (Provider) ................................ (Customer) ................................