VAYACOM Terms & Conditions

1. Introduction

These Terms & Conditions ("Terms") govern the access to and use of the websites, platforms, applications, APIs, products, and services provided by VAYACOM LTD ("VAYACOM", "We", "Us", or "Our").

By accessing our website, subscribing to, or using any of our services, you ("Customer", "User", "You", or "Your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or organization, you represent and warrant that you have the authority to bind such entity to these Terms.

2. Definitions

Services means all products and services provided by VAYACOM, including but not limited to:

• Voice Services
• SMS Messaging
• RCS Messaging
• WhatsApp Business Solutions
• DID Services
• Omnichannel Communication Platforms
• APIs and Integrations
• AI and Automation Services
• Cloud Communication Solutions
• Professional Services, Consulting, Training, and Implementation

Platform means any software, portal, application, API, dashboard, website, or system provided by VAYACOM.

Customer Data means any information, content, messages, files, records, or data submitted, transmitted, stored, or processed through the Services.

User means any authorized individual accessing or using the Services on behalf of a Customer.

3. Access and Use of Services

Subject to compliance with these Terms and any applicable commercial agreement, VAYACOM grants the Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for its internal business purposes.

Users agree to:

• Use the Services in compliance with all applicable laws and regulations.
• Maintain the confidentiality of account credentials.
• Ensure all authorized users comply with these Terms.
• Provide accurate and up-to-date information when registering or using the Services.

The Customer remains fully responsible for all activities conducted under its account.

4. Acceptable Use Policy

Customers and Users shall not use the Services to:

• Send spam, unsolicited communications, phishing messages, fraudulent communications, robocalls, spoofed communications, or deceptive marketing campaigns.
• Transmit, distribute, or store unlawful, defamatory, abusive, hateful, harmful, obscene, or otherwise objectionable content.
• Violate telecommunications regulations, messaging regulations, carrier requirements, or channel provider policies.
• Interfere with, disrupt, damage, or compromise the integrity, security, performance, or reputation of the Services or any connected network.
• Reverse engineer, decompile, modify, or attempt to access source code.
• Resell, sublicense, distribute, or commercially exploit the Services without written authorization.
• Engage in activities that may result in blacklisting, carrier penalties, regulatory sanctions, or reputational harm to VAYACOM or its partners.

VAYACOM reserves the right to immediately suspend, restrict, or terminate any account, traffic, campaign, or activity that threatens network integrity, security, compliance, or reputation.

5. Regulatory Compliance and Customer Verification

VAYACOM may require Customers to provide documentation and information necessary to satisfy legal, regulatory, carrier, operator, or compliance obligations, including but not limited to:

• Company registration documents.
• Proof of identity.
• Proof of address.
• Beneficial ownership information.
• Tax registration information.
• Regulatory licenses or permits.
• Any additional documentation reasonably requested by VAYACOM.

Customers represent and warrant that all information provided is accurate, complete, current, and not misleading.

Failure to provide requested documentation may result in delayed activation, suspension, restriction, or termination of Services.

VAYACOM reserves the right to conduct ongoing compliance reviews and request updated documentation at any time.

6. Messaging and Communication Compliance

The Customer is solely responsible for ensuring that all communications sent through VAYACOM Services comply with applicable laws and industry regulations, including but not limited to:

• Anti-spam regulations.
• Telecommunications regulations.
• Data protection and privacy laws.
• WhatsApp Business Policies.
• Carrier and operator requirements.
• Marketing consent requirements.

VAYACOM reserves the right to suspend, restrict, or terminate any account or traffic that violates applicable regulations, provider policies, or industry standards.

7. Numbering and DID Services

All telephone numbers, DIDs, virtual numbers, and related numbering resources provided through the Services remain subject to the rules, regulations, and requirements of applicable regulators, carriers, and numbering authorities.

Customers acknowledge and agree that:

• Ownership of numbering resources remains with the applicable regulator, carrier, operator, or issuing authority.
• VAYACOM does not transfer ownership rights in any numbering resource.
• Number portability requests are subject to carrier, operator, and regulatory approval.
• Specific numbers may not always be available and availability cannot be guaranteed.
• Numbers may be reclaimed, reassigned, suspended, or withdrawn where required by regulators, carriers, operators, or applicable law.
• Numbers may be reclaimed following service termination, prolonged inactivity, non-payment, or regulatory requirements.

VAYACOM shall not be liable for the loss, reassignment, or unavailability of any numbering resource.

8. Service Availability and Updates

VAYACOM continuously enhances and improves its Services and may release updates, upgrades, modifications, or new features at any time.

While VAYACOM strives to provide uninterrupted services, availability may be affected by maintenance activities, third-party providers, telecommunications networks, internet connectivity, force majeure events, or circumstances beyond our reasonable control.

VAYACOM does not guarantee uninterrupted, error-free, or continuous availability of the Services.

9. Service Levels

Unless otherwise expressly agreed in a separate written Service Level Agreement (SLA), VAYACOM does not provide any guaranteed uptime commitments, availability commitments, performance guarantees, service credits, or compensation for service interruptions.

Any service levels, response times, or support commitments shall apply only where specifically documented in a separate written agreement.

10. Intellectual Property Rights

All intellectual property rights related to the Platform, Services, software, documentation, trademarks, logos, designs, and content remain the exclusive property of VAYACOM or its licensors.

The Customer retains ownership of its Customer Data.

The Customer grants VAYACOM the right to process Customer Data solely for the purpose of providing, maintaining, supporting, securing, and improving the Services.

Feedback, suggestions, enhancement requests, or recommendations provided by Customers may be used by VAYACOM without restriction or compensation.

11. Third-Party Services and Integrations

Certain Services may rely on or integrate with third-party providers, including telecommunications operators, messaging channels, cloud providers, payment gateways, social media platforms, and software vendors.

The use of such third-party services is subject to their respective terms and policies.

VAYACOM shall not be responsible for outages, service interruptions, policy changes, pricing changes, restrictions, or actions imposed by third-party providers.

12. Fees, Billing, and Payments

Subscription fees, usage charges, setup fees, implementation fees, professional service fees, and other applicable charges shall be defined in the applicable quotation, order form, proposal, service agreement, or invoice.

Unless otherwise agreed:

• Invoices are payable within thirty (30) days from the invoice date.
• Late payments may result in service suspension.
• VAYACOM reserves the right to charge late payment interest where permitted by law.
• All fees are non-refundable unless otherwise agreed in writing.

The Customer is responsible for all applicable taxes, duties, levies, and governmental charges.

13. Professional Services

VAYACOM may provide implementation, onboarding, consulting, training, integration, customization, or other professional services.

Such services shall be governed by the applicable statement of work, quotation, proposal, or agreement.

Unless otherwise agreed in writing, all methodologies, tools, templates, know-how, and intellectual property developed by VAYACOM remain the property of VAYACOM.

14. Confidentiality and Data Protection

Each party agrees to protect confidential information received from the other party using reasonable care and to use such information only for purposes related to the Services.

VAYACOM shall implement commercially reasonable administrative, technical, and organizational measures designed to safeguard Customer Data.

The Customer acknowledges that VAYACOM may process Customer Data as required to provide, maintain, support, secure, and improve the Services in accordance with applicable data protection laws.

15. AI Services Disclaimer

Certain Services may incorporate artificial intelligence, machine learning, automation technologies, or AI-generated outputs.

Customers acknowledge and agree that:

• AI-generated outputs may contain inaccuracies, omissions, errors, biases, or incomplete information.
• AI-generated content should be independently reviewed and validated before use.
• Customers remain solely responsible for decisions, actions, communications, and outcomes resulting from the use of AI-generated outputs.
• VAYACOM does not guarantee the accuracy, completeness, reliability, legality, suitability, or fitness for any particular purpose of AI-generated outputs.

Use of AI-related Services is at the Customer's own risk.

16. Customer Security Responsibilities

Customers are responsible for:

• Maintaining the confidentiality and security of account credentials.
• Restricting access to authorized personnel only.
• Implementing appropriate internal security controls.
• Promptly notifying VAYACOM of any suspected or actual unauthorized access, security incident, or account compromise.

VAYACOM reserves the right to suspend, restrict, or secure accounts that appear compromised or present a security risk.

17. Suspension and Termination

VAYACOM may suspend or terminate access to the Services if:

• The Customer fails to pay applicable fees.
• The Customer violates these Terms.
• The Customer engages in unlawful or prohibited activities.
• Continued provision of the Services would create security, legal, or operational risks.

Upon termination, access to the Services shall cease.

VAYACOM may retain Customer Data for a reasonable period in accordance with legal, regulatory, operational, or contractual requirements before permanent deletion.

18. Disclaimer of Warranties

The Services are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, VAYACOM disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, and uninterrupted operation.

19. Limitation of Liability

To the fullest extent permitted by applicable law:

• VAYACOM shall not be liable for any indirect, incidental, consequential, punitive, or special damages.
• VAYACOM shall not be liable for loss of profits, loss of revenue, business interruption, loss of goodwill, or loss of data.
• VAYACOM shall not be liable for actions, restrictions, suspensions, outages, or decisions made by telecommunications operators, messaging providers, social media platforms, or third-party service providers.

VAYACOM's aggregate liability shall not exceed the total amount paid by the Customer to VAYACOM during the twelve (12) months preceding the event giving rise to the claim.

20. Indemnification

The Customer agrees to indemnify and hold harmless VAYACOM, its affiliates, directors, officers, employees, and partners from any claims, liabilities, losses, damages, penalties, costs, or expenses arising from:

• The Customer's misuse of the Services.
• Violations of applicable laws or regulations.
• Breach of these Terms.
• Content, communications, or Customer Data transmitted through the Services.

21. Export Controls and Sanctions

Customers shall not access or use the Services in violation of applicable export control laws, sanctions regulations, trade restrictions, embargoes, or governmental prohibitions.

VAYACOM reserves the right to refuse, suspend, restrict, or terminate Services where required to comply with applicable sanctions, export control laws, or governmental directives.

22. Publicity Rights

Unless otherwise agreed in writing, VAYACOM may identify the Customer as a customer of VAYACOM and may use the Customer's name and logo in customer lists, presentations, case studies, and marketing materials.

Customers may request exclusion by providing written notice.

23. Modifications to Services and Terms

VAYACOM reserves the right to modify these Terms and any part of the Services at any time.

Updated Terms become effective upon publication on the website or notification to Customers.

Continued use of the Services constitutes acceptance of the revised Terms.

24. Force Majeure

VAYACOM shall not be liable for delays, interruptions, failures, or inability to perform resulting from circumstances beyond its reasonable control, including natural disasters, government actions, internet outages, cyberattacks, labor disputes, telecommunications failures, or force majeure events.

25. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Cyprus.

Any dispute arising out of or relating to these Terms shall first be resolved through good-faith negotiations. If unresolved, the dispute shall be submitted to the competent courts of Cyprus, which shall have exclusive jurisdiction.

26. Survival

Any provisions that by their nature should survive termination or expiration shall remain in effect, including payment obligations, confidentiality, intellectual property rights, data protection obligations, disclaimers, limitation of liability, indemnification, governing law, and accrued rights or remedies.

27. Contact Information

For questions regarding these Terms & Conditions, please contact:

VAYACOM LTD Email: [email protected] Website: https://www.vayacom.eu

28. General Provisions

These Terms, together with any applicable quotation, order form, proposal, service agreement, or statement of work, constitute the entire agreement between the parties.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Failure by either party to enforce any right under these Terms shall not constitute a waiver of such right.