ALCHEMY TELCO LTD

MASTER TERMS AND CONDITIONS OF SERVICE

Version 1.1

Effective Date: 28 September 2026

PART A – GENERAL TERMS AND CONDITIONS

• Introduction
• About Alchemy
• The Parties
• Acceptance of these Terms
• Definitions
• Orders and Service Provision
• Commercial Terms and Payment
• Service Provision
• Customer Responsibilities
• Acceptable Use of the Services
• Data Protection and Confidentiality
• Intellectual Property Rights
• Warranties and Disclaimers
• Limitation of Liability
• Suspension of Services
• Termination
• Force Majeure
• Regulatory Compliance
• Notices
• Complaints and Dispute Resolution
• General Provisions
• Governing Law and Jurisdiction
• Version Control

1. INTRODUCTION

These Master Terms and Conditions of Service ("Terms") govern the supply of all products and services provided by Alchemy Telco Ltd and its affiliated operating companies.

Our objective is to provide reliable, secure and professional telecommunications, cloud communications and technology services supported by clear and transparent commercial terms.

These Terms apply to every Customer purchasing or using any product or service supplied by Alchemy unless a separate written agreement signed by both parties expressly states otherwise.

By submitting an onboarding form, accepting a quotation, placing an order, requesting the activation of a Service or using any Service provided by Alchemy, the Customer confirms that they have read, understood and agree to be legally bound by these Terms and Conditions.

2. ABOUT ALCHEMY

Alchemy Telco Ltd provides telecommunications, cloud communications and technology solutions to businesses, financial institutions, telecommunications operators, governments and other organisations.

Our Services include, but are not limited to:

• A2P SMS Messaging
• SMS Broadcasting
• One-Time Password (OTP) Messaging
• Virtual Mobile Numbers
• SMS Short Codes
• SIP Trunking
• Cloud Business Telephone Systems (IP-PBX)
• Contact Centre Solutions
• Voice Services
• Interactive Voice Response (IVR)
• Call Recording
• CRM and Business System Integrations
• APIs
• Managed Communications Platforms
• Professional Services
• Technical Support Services
• Consultancy
• Training
• Project Management
• Installation and Configuration Services

These Terms apply to all current and future services supplied by Alchemy unless expressly stated otherwise.

3. THE PARTIES

These Terms are entered into between:

Alchemy

being the Alchemy company identified on the applicable quotation, invoice, onboarding form or other contractual documentation,

and

The Customer

being the individual, company, organisation, partnership, government department or other legal entity purchasing or using Alchemy's products or services.

The company identified on the quotation or invoice shall be the contracting Alchemy entity.

4. ACCEPTANCE OF THESE TERMS

These Terms become legally binding when the Customer:

• submits an onboarding application;
• accepts a quotation;
• places a purchase order;
• signs a proposal or agreement;
• requests activation of a Service;
• pays an invoice relating to the Services; or
• uses any Service supplied by Alchemy.

Where the Customer accepts these Terms electronically, including by selecting "I have read and agree to the Alchemy Telco Terms and Conditions" during the onboarding process, that acceptance shall have the same legal effect as a handwritten signature.

The individual accepting these Terms warrants that they have the authority to enter into this Agreement on behalf of the Customer.

5. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the meanings set out below:

Agreement means these Master Terms and Conditions together with any quotation, proposal, onboarding form, purchase order, invoice, written acceptance or other document forming part of the contractual relationship between Alchemy and the Customer.

Alchemy means the Alchemy company identified on the applicable quotation, invoice, onboarding form or other contractual documentation and includes its successors and permitted assigns.

Business Day means any day other than a Saturday, Sunday or public holiday in the country where the contracting Alchemy company is registered.

Charges means all fees payable by the Customer including, but not limited to, subscription charges, usage charges, licence fees, implementation fees, Professional Services, Support Services, equipment charges, taxes and any other agreed costs.

Customer means the individual, company, organisation, partnership, government department, statutory body or other legal entity purchasing or using Alchemy's Services.

Customer Data means all information, files, databases, messages, recordings, documents and other material belonging to the Customer or processed on the Customer's behalf using the Services.

Documentation means all manuals, user guides, technical documentation, policies, instructions and other information supplied by Alchemy relating to the Services.

Effective Date means the date on which this Agreement becomes legally binding in accordance with Clause 4.

Equipment means any physical hardware supplied by Alchemy including telephones, gateways, routers, switches, accessories, network equipment and associated devices.

Force Majeure Event means any event beyond the reasonable control of either party including, but not limited to, acts of God, natural disasters, war, terrorism, civil unrest, strikes, industrial disputes, epidemics, pandemics, utility failures, internet outages, cyber-attacks, government actions or failures of third-party telecommunications or cloud service providers.

Order means any onboarding form, quotation acceptance, purchase order, online application, written instruction or other request submitted by the Customer for the supply of Services.

Professional Services means consultancy, project management, installation, implementation, configuration, migration, software integration, development, training or other specialist services provided separately from recurring subscription Services.

Proposal means any commercial or technical proposal issued by Alchemy describing the recommended solution or Services.

Quotation means the written commercial offer issued by Alchemy setting out the Services, pricing and commercial terms.

Recurring Charges means subscription fees payable monthly, quarterly, annually or at any other agreed billing interval.

Services means all products and services supplied by Alchemy including, but not limited to, SMS messaging, voice services, SIP trunking, Cloud PBX, Contact Centre services, APIs, software, consultancy, Professional Services, Support Services and any future telecommunications or technology services offered by Alchemy.

Software means any software, portal, application, interface or cloud platform supplied, licensed or made available by Alchemy.

Support Services means technical assistance, monitoring, maintenance, fault resolution, software updates and any other support services provided by Alchemy.

User means any employee, contractor, representative or other person authorised by the Customer to access or use the Services.

Website means the official Alchemy website and any replacement website operated by Alchemy.

6. ORDERS AND SERVICE PROVISION

6.1 The Customer may request Services by submitting an onboarding form, accepting a quotation, issuing a purchase order, signing a proposal or agreement, or by any other method approved by Alchemy.

6.2 No Order shall be binding upon Alchemy until it has been accepted by Alchemy. Acceptance may be confirmed by written notification, issuance of an invoice, activation of the requested Service or commencement of work.

6.3 Alchemy reserves the right to decline any Order at its sole discretion prior to acceptance.

6.4 The Customer is responsible for ensuring that all information provided during the ordering and onboarding process is complete, accurate and up to date.

6.5 Alchemy may request additional information where reasonably necessary to verify the Customer's identity, authority, regulatory compliance or technical requirements before commencing the Services.

6.6 Any delivery dates, implementation schedules or activation dates provided by Alchemy are estimates unless expressly confirmed in writing.

6.7 Alchemy shall use reasonable endeavours to provide the Services in accordance with the agreed specification but shall not be liable for delays arising from matters beyond its reasonable control.

6.8 Where the provision of Services depends upon information, equipment, approvals, access or cooperation from the Customer or any third party, Alchemy shall not be responsible for delays resulting from the failure to provide such assistance.

6.9 Alchemy reserves the right to make reasonable technical, operational or administrative changes to the Services where necessary to improve performance, maintain security, comply with legal or regulatory requirements or reflect changes imposed by telecommunications operators, cloud providers or other third-party suppliers.

7. COMMERCIAL TERMS AND PAYMENT

7.1 General

Alchemy provides its Services on a commercial basis in accordance with the pricing and payment terms agreed with the Customer.

All Services supplied by Alchemy are subject to these Terms and Conditions and to the applicable quotation, proposal or invoice issued by Alchemy.

Unless otherwise agreed in writing, all prices are quoted exclusive of any applicable taxes, duties or government levies.

7.2 Quotations

All quotations issued by Alchemy are valid for the period stated on the quotation.

Unless otherwise stated, a quotation does not constitute a binding agreement until accepted by both the Customer and Alchemy.

Alchemy reserves the right to amend or withdraw any quotation prior to acceptance.

7.3 Pricing

The price payable for the Services shall be the price stated in the accepted quotation, proposal, order confirmation or other written commercial document issued by Alchemy.

Where no written quotation has been issued, the applicable charges shall be Alchemy's standard published prices in force at the date the Services are supplied.

7.4 Prepayment

Unless otherwise agreed in writing, all Services shall be supplied on a prepaid basis.

Alchemy reserves the right to withhold activation, provisioning or continuation of any Service until payment has been received in full.

Where Services are provided on a recurring subscription basis, payment must be received before the commencement of each subscription period.

7.5 Subscription Services

Subscription Services may be billed monthly, quarterly, annually or for any other agreed subscription period.

Each subscription shall commence on the agreed Service Commencement Date and continue for the agreed subscription period unless terminated in accordance with these Terms.

Unless otherwise agreed, subscriptions are payable in advance.

7.6 Additional Services

The Customer may request additional Services at any time during an active subscription period.

Where additional recurring Services are activated during a prepaid subscription period, the applicable charges shall be calculated on a pro-rata basis from the date of activation until the end of the current subscription period.

At the next renewal, all recurring Services shall be consolidated into a single subscription invoice covering the full renewal period.

7.7 Professional Services

Professional Services are separate commercial services and are not included within recurring subscription charges unless expressly stated in writing.

Professional Services may include, but are not limited to:

• Consultancy
• Project Management
• Installation
• Configuration
• Software Integration
• Data Migration
• Training
• System Development
• Technical Consultancy
• On-site Engineering
• Commissioning

Professional Services shall be charged in accordance with the applicable quotation or proposal.

7.8 Support Services

Support Services are separate commercial services unless expressly included within the Customer's subscription.

The level of support provided shall be determined by the support package purchased by the Customer.

7.9 Taxes

All prices quoted by Alchemy are exclusive of Value Added Tax (VAT), Goods and Services Tax (GST), withholding tax or any other applicable taxes, duties or government charges unless expressly stated otherwise.

The Customer shall be responsible for payment of all applicable taxes in accordance with the laws of the country in which the Services are supplied.

Where withholding tax is deducted by the Customer, the Customer shall provide Alchemy with the official withholding tax certificate or other documentary evidence required by the relevant tax authority.

7.10 Currency

Charges shall be invoiced and paid in the currency stated on the quotation or invoice.

Unless otherwise agreed in writing, payments shall be made without deduction, set-off or counterclaim.

7.11 Late Payment

If payment is not received by the due date, Alchemy reserves the right to:

• suspend any or all Services;
• delay the provision of new Services;
• refuse additional Orders;
• remove any agreed credit facilities; and
• terminate the Agreement in accordance with these Terms.

The Customer shall remain liable for all Charges incurred prior to suspension or termination.

7.12 Suspension for Non-Payment

Alchemy may suspend any Service immediately where payment remains outstanding beyond the agreed payment date.

Suspension of one Service may, where technically or commercially necessary, result in the suspension of other related Services supplied to the Customer.

Alchemy shall not be liable for any loss arising from such suspension where it results from the Customer's failure to make payment in accordance with this Agreement.

7.13 Refunds

Unless otherwise agreed in writing, payments made for subscription Services, licence fees, implementation fees, Professional Services or Support Services are non-refundable.

Unused prepaid Services, unused subscription periods or unused message credits shall not be refunded except where required by applicable law.

7.14 Queries and Disputed Charges

The Customer is responsible for reviewing all invoices, account statements, usage reports, delivery reports, transaction records, account balances and other billing or service records supplied or made available by Alchemy.

Any query, discrepancy or dispute relating to an invoice, statement, report, usage record, delivery record, account balance or other account information must be notified to Alchemy in writing within fourteen (14) days of the date on which the relevant document, report or information is issued or made available to the Customer.

The Customer shall pay all undisputed amounts by the due date while any properly notified disputed amount is investigated.

If no query or dispute is raised within the fourteen (14) day period, the relevant invoice, statement, report, record or account balance shall be deemed accepted by the Customer, except in the case of manifest error, fraud, or where applicable law requires otherwise.

8. SERVICE PROVISION

8.1 Provision of Services

Alchemy shall use reasonable skill, care and diligence in providing the Services in accordance with accepted industry standards and good commercial practice.

Alchemy will use reasonable endeavours to make the Services available continuously. However, the Customer acknowledges that no telecommunications or cloud-based service can be guaranteed to operate without interruption.

8.2 Service Availability

Alchemy will use reasonable endeavours to maintain the availability of its Services.

The Customer acknowledges that temporary interruptions may occur as a result of:

• Planned maintenance;
• Emergency maintenance;
• Network upgrades;
• Software updates;
• Third-party telecommunications operator issues;
• Internet service interruptions;
• Power failures;
• Cloud infrastructure failures; or
• Circumstances beyond Alchemy's reasonable control.

Where reasonably practicable, Alchemy will provide advance notice of planned maintenance that may affect the Services.

8.3 Third-Party Networks and Providers

Many Alchemy Services rely upon third-party telecommunications operators, internet service providers, cloud hosting providers, software vendors and other infrastructure providers.

Alchemy shall not be responsible for service interruptions, delays or failures caused by such third parties, although Alchemy will use reasonable efforts to work with those providers to restore normal service as quickly as possible.

8.4 Service Changes

Alchemy may modify, upgrade or improve the Services where reasonably necessary to:

• improve performance;
• enhance security;
• introduce new functionality;
• correct faults;
• comply with legal or regulatory requirements;
• comply with telecommunications operator requirements; or
• maintain compatibility with changing technologies.

Where such changes materially affect the Customer's use of the Services, Alchemy will use reasonable endeavours to provide advance notice.

8.5 Customer Cooperation

The Customer agrees to provide all reasonable assistance necessary for Alchemy to deliver the Services.

This includes providing:

• accurate information;
• authorised contacts;
• technical information where required;
• access to equipment or systems where applicable;
• timely approvals; and
• any other reasonable assistance requested by Alchemy.

Alchemy shall not be responsible for delays resulting from the Customer's failure to provide such cooperation.

8.6 Customer Equipment

The Customer is responsible for ensuring that its own equipment, networks, internet connectivity and operating environment are suitable for the Services being supplied.

Unless expressly agreed in writing, Alchemy is not responsible for faults arising from:

• Customer-owned equipment;
• third-party hardware;
• local area networks;
• internet connectivity provided by third parties;
• electrical installations; or
• software not supplied by Alchemy.

8.7 Service Suspension

Alchemy may temporarily suspend all or part of the Services where reasonably necessary to:

• protect the security or integrity of its systems;
• investigate suspected fraud or unlawful activity;
• carry out maintenance;
• comply with a legal or regulatory requirement;
• comply with a request from a telecommunications operator or government authority;
• prevent damage to its network or infrastructure; or
• protect other customers using the Services.

Where practicable, Alchemy will notify the Customer before any planned suspension.

8.8 Service Performance

Alchemy will use reasonable commercial efforts to provide Services in accordance with any published or agreed Service Levels.

Unless expressly agreed in writing, service response times, restoration targets and performance objectives are targets only and do not constitute guarantees.

8.9 Service Improvements

Alchemy continually develops and improves its products and services.

Accordingly, Alchemy reserves the right to introduce new features, discontinue obsolete functionality, replace underlying technology or modify the operational delivery of the Services, provided that such changes do not materially reduce the overall functionality of the Services purchased by the Customer.

9. CUSTOMER RESPONSIBILITIES

9.1 General Responsibilities

The Customer shall:

a) use the Services in accordance with these Terms and Conditions;

b) comply with all applicable laws, regulations and telecommunications requirements relevant to the Services;

c) ensure that all information provided to Alchemy is complete, accurate and kept up to date;

d) cooperate with Alchemy in the provision of the Services;

e) appoint authorised representatives who are responsible for communicating with Alchemy regarding the Services.

9.2 Authority

The Customer warrants that the person placing an Order, accepting a quotation, completing an onboarding form or otherwise entering into this Agreement has the legal authority to do so on behalf of the Customer.

9.3 Security

The Customer is responsible for maintaining the security of its own systems, equipment, user accounts and passwords.

The Customer shall take reasonable measures to prevent unauthorised access to the Services.

Where the Customer becomes aware of any suspected unauthorised access, security breach or misuse of the Services, the Customer shall notify Alchemy without unreasonable delay.

9.4 User Accounts

The Customer shall ensure that:

• user accounts are only used by authorised persons;
• login credentials remain confidential;
• passwords are appropriately protected;
• inactive users are removed where no longer required.

The Customer accepts responsibility for all activity undertaken using its authorised accounts unless it can demonstrate that such activity resulted directly from a failure of Alchemy's own security systems.

9.5 Customer Equipment

The Customer is responsible for ensuring that its equipment remains suitable for the Services being used.

This includes maintaining:

• internet connectivity;
• local networks;
• compatible devices;
• power supplies;
• operating systems; and
• third-party software required for the Customer's own environment.

Unless expressly agreed in writing, Alchemy shall not be responsible for faults arising from Customer-owned equipment or third-party infrastructure.

9.6 Customer Data

The Customer remains responsible for all Customer Data transmitted, stored or processed using the Services.

The Customer warrants that it has obtained all necessary permissions, licences and legal authority required to use such data.

Where applicable, the Customer is responsible for obtaining any necessary consent from individuals whose personal data is processed using the Services.

9.7 Compliance

The Customer shall ensure that its use of the Services complies with:

• applicable legislation;
• telecommunications regulations;
• data protection legislation;
• industry codes of practice; and
• any reasonable operational requirements communicated by Alchemy.

9.8 Third-Party Integrations

Where the Customer requests integration with third-party software, hardware or services, the Customer shall provide any information, licences, credentials or access reasonably required to complete the integration.

Alchemy shall not be responsible for delays caused by third-party suppliers or systems beyond its control.

9.9 Customer Backups

Unless expressly agreed in writing as part of the Services, the Customer remains responsible for maintaining appropriate backups of its own data, documents, recordings and other business information.

9.10 Changes to Customer Information

The Customer shall promptly notify Alchemy of any changes to:

• company name;
• registered address;
• billing address;
• authorised contacts;
• email addresses;
• telephone numbers;
• ownership;
• tax registration details; or
• any other information relevant to the provision of the Services.

Alchemy shall not be responsible for any loss, delay or additional cost arising from the Customer's failure to provide updated information.

9.11 Responsibility for Users

The Customer accepts responsibility for the actions of all Users authorised by the Customer to access or use the Services.

Any act or omission by an authorised User shall be deemed to be an act or omission of the Customer.

10. ACCEPTABLE USE OF THE SERVICES

10.1 Lawful Use

The Customer shall use the Services only for lawful business purposes and in accordance with these Terms and Conditions.

The Customer shall comply with all applicable laws, regulations, telecommunications requirements, industry codes of practice and any lawful directions issued by regulatory authorities or telecommunications network operators.

10.2 Customer Responsibility

The Customer is solely responsible for all information, content, messages, voice traffic, recordings, files, software, data and other material transmitted, stored or processed using the Services.

Alchemy does not routinely monitor, edit or verify Customer content and acts solely as the provider of the communications platform unless expressly agreed otherwise.

10.3 Prohibited Activities

The Customer shall not use, or permit any other person to use, the Services to:

a) commit or facilitate any criminal offence;

b) transmit fraudulent, deceptive or misleading communications;

c) send unsolicited communications, spam or other unwanted messages;

d) transmit malicious software, viruses, ransomware or other harmful code;

e) interfere with the operation or security of any network, system or service;

f) gain unauthorised access to any computer system, account or network;

g) impersonate another person or organisation;

h) transmit material that is defamatory, threatening, abusive, obscene, discriminatory or otherwise unlawful;

i) infringe any copyright, trademark, patent, database right or other intellectual property right;

j) distribute content that promotes terrorism, violence, hate crime or other unlawful activity;

k) undertake phishing, identity theft, financial fraud or social engineering attacks;

l) generate artificial traffic intended to manipulate billing, network performance or reporting;

m) misuse telecommunications numbering resources;

n) use the Services in any manner that may damage the reputation of Alchemy or its network partners.

10.4 Messaging Services

Where the Customer uses SMS, messaging or notification services, the Customer warrants that:

a) all recipients have been contacted in accordance with applicable laws and regulations;

b) the Customer has obtained all necessary permissions or consents where required;

c) all opt-out or unsubscribe requests will be honoured without unreasonable delay;

d) the Customer maintains appropriate records of consent where required by law.

Alchemy may request evidence of such consent where necessary to investigate complaints or comply with regulatory requirements.

10.5 Voice Services

Where the Customer uses voice services, SIP Trunking, Cloud PBX or Contact Centre Services, the Customer shall ensure that such Services are not used for:

• nuisance calls;
• fraudulent calls;
• illegal call termination;
• caller identification spoofing where prohibited by law;
• robocalling contrary to applicable legislation;
• harassment or intimidation;
• any unlawful telecommunications activity.

10.6 System Security

The Customer shall not attempt to:

• bypass security controls;
• reverse engineer Alchemy systems;
• interfere with authentication mechanisms;
• probe or test network vulnerabilities without prior written authorisation;
• access data belonging to another customer.

10.7 Fair Use

Where a Service is subject to a Fair Use Policy, the Customer agrees not to use the Service in a manner that is excessive, unreasonable or likely to adversely affect other customers or the operation of Alchemy's infrastructure.

Alchemy reserves the right to investigate unusually high levels of usage and, where appropriate, require the Customer to migrate to a more suitable commercial service.

10.8 Network Operator Compliance

Certain Services rely upon third-party telecommunications operators.

The Customer agrees to comply with any operational, technical or regulatory requirements imposed by such operators where those requirements are reasonably communicated by Alchemy.

Failure to comply with such requirements may result in the suspension or withdrawal of the affected Service.

10.9 Investigation of Misuse

Alchemy reserves the right to investigate any suspected misuse of the Services.

The Customer agrees to provide such information and reasonable assistance as may be required to investigate suspected breaches of these Terms or to comply with requests from regulatory authorities, telecommunications operators or law enforcement agencies.

10.10 Suspension for Misuse

Where Alchemy reasonably believes that the Customer has breached this Section, Alchemy may, without prejudice to any other rights available under these Terms:

• suspend the affected Service immediately;
• suspend all Services where necessary to protect its network or other customers;
• remove offending content where legally required;
• report unlawful activity to the relevant authorities;
• terminate this Agreement in accordance with Clause 16.

Alchemy shall use reasonable endeavours to notify the Customer of any such action unless prohibited by law or where doing so would compromise an investigation.

11. DATA PROTECTION AND CONFIDENTIALITY

11.1 Customer Data

The Customer retains ownership of all Customer Data processed, transmitted or stored using the Services.

Except as expressly provided in these Terms, Alchemy shall claim no ownership rights over Customer Data.

11.2 Processing of Data

Alchemy may collect, process, store and use Customer Data only to the extent reasonably necessary to:

• provide the Services;
• administer the Customer's account;
• provide technical support;
• monitor service performance;
• comply with legal and regulatory obligations;
• prevent fraud, abuse or unlawful activity; and
• improve the quality, reliability and security of the Services.

11.3 Compliance with Data Protection Laws

Each party shall comply with all applicable data protection and privacy legislation relating to the Services.

Where personal data is processed on behalf of the Customer, the Customer remains responsible for ensuring that it has obtained all necessary legal authority, permissions and consents required for such processing.

11.4 Confidential Information

Each party agrees to treat all Confidential Information received from the other party as confidential.

Neither party shall disclose such information to any third party except:

• with the prior written consent of the other party;
• where required by law;
• where required by a competent court, regulator or government authority; or
• where disclosure is necessary for the provision of the Services.

11.5 Protection of Confidential Information

Each party shall take reasonable technical, organisational and administrative measures to protect Confidential Information against unauthorised access, disclosure, alteration, loss or destruction.

11.6 Customer Credentials

The Customer is responsible for safeguarding usernames, passwords, authentication credentials and other security information issued for access to the Services.

Alchemy shall not be responsible for losses resulting from the Customer's failure to maintain appropriate security over such credentials.

11.7 Security Incidents

Where Alchemy becomes aware of a security incident affecting Customer Data under its control, Alchemy shall take reasonable steps to investigate the incident, minimise its impact and notify the Customer where notification is required by applicable law or where the incident is reasonably likely to have a material effect on the Services.

11.8 Backups

Unless expressly agreed as part of the Services, the Customer remains responsible for maintaining appropriate backups of its own business information, databases, recordings and documents.

Where Alchemy provides backup services, restoration shall be subject to the technical limitations and retention periods applicable to those Services.

11.9 Data Retention

Alchemy may retain Customer Data only for as long as reasonably necessary to:

• provide the Services;
• comply with legal or regulatory obligations;
• resolve disputes;
• enforce these Terms; or
• satisfy legitimate business record-keeping requirements.

Following termination of the Agreement, Alchemy may securely delete Customer Data in accordance with its data retention policies unless otherwise required by law or agreed in writing.

11.10 Monitoring

Alchemy may monitor the performance, availability and security of its systems and Services.

Such monitoring shall be limited to what is reasonably necessary for the operation, maintenance, protection and improvement of the Services and to comply with applicable legal and regulatory requirements.

11.11 Lawful Disclosure

Alchemy may disclose Customer information where required to do so by:

• a court of competent jurisdiction;
• a law enforcement agency;
• a telecommunications regulator;
• a network operator;
• another competent government authority; or
• any applicable law or regulation.

Where legally permitted, Alchemy will use reasonable endeavours to notify the Customer before making such disclosure.

11.12 Continuing Obligations

The obligations of confidentiality contained within this Agreement shall continue during the term of the Agreement and shall survive its termination for a period of five (5) years, except where a longer period is required by law or where the information remains confidential by its nature.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Ownership

All Intellectual Property Rights in the Services, Software, platforms, systems, documentation, websites, trademarks, branding, methodologies, processes and other materials developed, owned or licensed by Alchemy shall remain the exclusive property of Alchemy or its licensors.

Nothing contained in this Agreement shall transfer ownership of any Intellectual Property Rights to the Customer.

12.2 Customer Data

The Customer shall retain ownership of all Customer Data, databases, documents, recordings, messages and other content created or supplied by the Customer.

Except as necessary to provide the Services, Alchemy shall have no rights to use, reproduce or distribute Customer Data without the Customer's consent, unless required by law.

12.3 Licence to Use the Services

Subject to compliance with these Terms and Conditions and payment of all applicable Charges, Alchemy grants the Customer a limited, non-exclusive, non-transferable and revocable right to use the Services solely for the Customer's own internal business purposes during the term of this Agreement.

The Customer shall not acquire any ownership rights in the Services or Software.

12.4 Restrictions

Unless expressly authorised in writing by Alchemy, the Customer shall not:

a) copy, reproduce or distribute any Software or Documentation supplied by Alchemy;

b) modify, adapt, translate or create derivative works from the Services;

c) reverse engineer, decompile or attempt to discover the source code of any Software;

d) remove, alter or obscure any copyright, trademark or proprietary notices;

e) licence, lease, rent, resell or otherwise make the Services available to third parties except where expressly agreed in writing.

12.5 Customer Materials

The Customer warrants that it owns or has the necessary rights, licences and permissions to use all material, data, content and intellectual property supplied to Alchemy for the purpose of providing the Services.

The Customer shall indemnify Alchemy against any claims arising from infringement of third-party intellectual property rights resulting from material supplied by the Customer.

12.6 Feedback

Where the Customer provides suggestions, recommendations, comments or other feedback relating to the Services, Alchemy may use such feedback without restriction or obligation, provided that no Confidential Information or Customer Data is disclosed.

12.7 Branding

Nothing in this Agreement grants either party the right to use the other's name, logo, trademark or branding without prior written consent.

Alchemy may identify the Customer as a customer for marketing or reference purposes only with the Customer's prior written approval.

12.8 Third-Party Software

Certain Services may incorporate software, platforms or technology licensed from third parties.

The Customer agrees to comply with any applicable third-party licence terms where those terms are necessary for the lawful use of the Services.

Alchemy shall not be responsible for the operation or licensing terms of third-party software supplied by independent vendors.

12.9 Survival

The provisions of this Section shall survive the termination or expiry of this Agreement.

13. WARRANTIES AND DISCLAIMERS

13.1 Service Warranty

Alchemy warrants that it will use reasonable skill, care and diligence in providing the Services in accordance with accepted industry standards.

13.2 No Guarantee of Continuous Service

Whilst Alchemy will use reasonable endeavours to maintain continuous availability of the Services, no telecommunications, internet or cloud-based service can be guaranteed to operate without interruption.

The Customer acknowledges that temporary interruptions may occur due to maintenance, software updates, telecommunications network issues, internet failures, cloud infrastructure, power outages or other circumstances beyond Alchemy's reasonable control.

13.3 Third-Party Services

Certain Services depend upon third-party telecommunications operators, internet providers, cloud hosting providers, software vendors and other suppliers.

Alchemy does not warrant the performance, availability or reliability of services provided by third parties and shall not be liable for failures caused by such providers.

13.4 Customer Equipment

Alchemy does not warrant the performance of Customer-owned equipment, third-party hardware, local area networks, internet services or software not supplied by Alchemy.

13.5 Information Provided

Any advice, guidance, recommendations or technical information provided by Alchemy is given in good faith based upon the information available at the time.

The Customer remains responsible for determining whether the Services are suitable for its own operational requirements.

13.6 Disclaimer

Except as expressly stated in this Agreement, all warranties, representations and conditions, whether express or implied by statute or common law, are excluded to the fullest extent permitted by law.

14. LIMITATION OF LIABILITY

14.1 General

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability which cannot lawfully be excluded.

14.2 Indirect Loss

Alchemy shall not be liable for any indirect, incidental, consequential or special loss including, but not limited to:

• loss of profits;
• loss of revenue;
• loss of business;
• loss of contracts;
• loss of anticipated savings;
• loss of goodwill;
• loss of opportunity; or
• loss or corruption of data,

whether arising in contract, negligence or otherwise.

14.3 Maximum Liability

Subject to Clause 14.1, Alchemy's total aggregate liability arising from this Agreement shall not exceed the total amount paid by the Customer to Alchemy during the twelve (12) months immediately preceding the event giving rise to the claim.

14.4 Customer Liability

The Customer shall remain fully responsible for:

• all use of the Services;
• Customer Data;
• compliance with applicable laws;
• actions of its Users; and
• any loss suffered by Alchemy arising from the Customer's breach of this Agreement.

15. SUSPENSION OF SERVICES

Alchemy may suspend all or part of the Services immediately where:

• payment remains outstanding;
• the Customer breaches these Terms;
• fraudulent or unlawful activity is suspected;
• continued operation may threaten the security or integrity of Alchemy's systems;
• suspension is required by law, regulation or a telecommunications operator; or
• emergency maintenance is required.

Where reasonably practicable, Alchemy will notify the Customer before any planned suspension.

Suspension shall not affect the Customer's obligation to pay any Charges already due.

16. TERMINATION

Either party may terminate this Agreement in accordance with any agreed contractual notice period.

Alchemy may terminate this Agreement immediately where:

• the Customer commits a material breach of these Terms;
• the Customer fails to pay any outstanding Charges;
• fraudulent or unlawful activity is identified;
• the Customer becomes insolvent or enters liquidation, administration or bankruptcy;
• continued provision of the Services would place Alchemy in breach of any law or regulatory obligation.

Termination shall not affect any rights or obligations accrued prior to termination.

Upon termination:

• all licences granted under this Agreement shall immediately cease;
• outstanding invoices shall become immediately payable;
• the Customer shall cease using the Services; and
• Alchemy may remove access to its platforms and systems.

17. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performing its obligations where such delay or failure results from events beyond its reasonable control.

Such events include, but are not limited to:

• natural disasters;
• war;
• terrorism;
• civil unrest;
• strikes;
• epidemics or pandemics;
• power failures;
• internet failures;
• failures of telecommunications operators;
• failures of cloud infrastructure;
• government action; or
• any other event beyond the reasonable control of the affected party.

The affected party shall use reasonable endeavours to minimise the impact of such events.

18. REGULATORY COMPLIANCE

Both parties shall comply with all applicable laws, regulations and telecommunications requirements relating to the Services.

Where a telecommunications operator, regulator or government authority introduces new operational or regulatory requirements, Alchemy may make such reasonable changes to the Services as are necessary to maintain compliance.

The Customer agrees to cooperate with Alchemy in implementing any such changes.

19. NOTICES

Any notice given under this Agreement shall be in writing and may be delivered:

• by email;
• by courier;
• by recorded postal service; or
• by any other method agreed between the parties.

Notices sent by email shall be deemed received on the Business Day on which they are transmitted, provided no delivery failure notification is received.

The Customer is responsible for ensuring that its contact details remain accurate and up to date.

20. COMPLAINTS AND DISPUTE RESOLUTION

Alchemy is committed to providing a professional standard of service.

Where the Customer is dissatisfied with any aspect of the Services, the Customer should first notify Alchemy in writing, providing reasonable details of the complaint.

Both parties agree to use reasonable efforts to resolve any dispute through good faith discussions before commencing legal proceedings.

Nothing in this Clause shall prevent either party from seeking urgent legal relief where necessary to protect its rights.

21. GENERAL PROVISIONS

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Alchemy may assign this Agreement to any affiliated company or successor in connection with a merger, acquisition or business reorganisation.

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations, representations and agreements relating to its subject matter.

No amendment to this Agreement shall be effective unless made in writing and agreed by both parties.

22. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the country in which the contracting Alchemy company is incorporated, unless otherwise agreed in writing.

The parties agree to submit to the exclusive jurisdiction of the competent courts of that jurisdiction.

23. VERSION CONTROL

These Terms and Conditions may be updated by Alchemy from time to time.

The version applicable to the Customer shall be the version in force on the Effective Date of the Agreement unless otherwise agreed in writing.

Where material amendments are made to these Terms, Alchemy will provide reasonable notice to affected Customers before such amendments take effect.

END OF PART A – GENERAL TERMS AND CONDITIONS

By submitting an onboarding form, accepting a quotation, placing an Order, requesting activation of a Service or using any Service supplied by Alchemy, the Customer confirms that they have read, understood and agree to be bound by these Terms and Conditions.

PART B – SERVICE SPECIFIC TERMS

The following Service Specific Terms apply in addition to Part A where the Customer purchases or uses the relevant Service. If there is any inconsistency between Part A and these Service Specific Terms, the Service Specific Terms shall apply to the relevant Service to the extent of that inconsistency. Any quotation, proposal, Service Level Agreement or other written commercial document expressly agreed by Alchemy and the Customer shall also form part of the Agreement.

24. SMS MESSAGING SERVICES

24.1 Scope

These terms apply to A2P SMS, SMS Broadcasting, OTP messaging, short codes, sender IDs, virtual mobile numbers and other messaging Services supplied by Alchemy.

24.2 Prepaid Messaging

Unless otherwise agreed in writing, messaging Services are supplied on a prepaid basis. Message traffic will be deducted from the Customer’s available balance at the rate stated in the applicable quotation or invoice. Alchemy may suspend message submission when the available balance is insufficient.

24.3 Message Charging

Charges may be based on messages submitted, accepted, delivered or otherwise processed, as specified in the applicable quotation or commercial agreement. Message segmentation, character encoding, destination, network routing and operator rules may affect the number of chargeable message units.

24.4 Delivery and Delivery Reports

Alchemy will use reasonable commercial efforts to submit messages to the relevant telecommunications network. A message accepted by Alchemy does not constitute a guarantee of delivery to the recipient handset. Delivery may depend on the receiving network, handset availability, recipient status, number validity, network congestion, filtering, regulatory controls and other matters beyond Alchemy’s reasonable control. Delivery reports and message status information are provided based on information returned by telecommunications operators and other network providers. Alchemy does not warrant that third-party delivery status information will always be complete, instantaneous or error-free.

24.5 Customer Review of Messaging Records

The Customer must review messaging usage reports, delivery reports, failed-message reports, account balances and related records when supplied or made available. Any query or discrepancy must be raised in accordance with Clause 7.14. Alchemy is not required to investigate historical messaging queries raised outside that period, except in the case of manifest error, fraud, or where applicable law requires otherwise.

24.6 Sender IDs, Short Codes and Numbering

Sender IDs, short codes, virtual numbers and other numbering resources may require approval, registration or allocation by a telecommunications operator or regulatory authority. Availability and activation times are therefore not guaranteed. The Customer shall provide accurate information and documentation required for registration and shall use such resources only for the approved purpose.

24.7 Content and Consent

The Customer is solely responsible for message content, recipient data, lawful authority to send messages and compliance with applicable consent, privacy, marketing and telecommunications requirements. Alchemy may suspend or reject traffic that it reasonably believes is unlawful, fraudulent, misleading, abusive, unsolicited or contrary to operator or regulatory requirements.

24.8 Network Routing

Alchemy may select or change telecommunications routes, operators or technical delivery methods where reasonably necessary for service continuity, security, performance, regulatory compliance or commercial operation, provided that this does not materially reduce the Service purchased by the Customer.

25. SIP TRUNKING SERVICES

25.1 Scope

These terms apply to SIP Trunking, business numbering, inbound and outbound voice connectivity and related voice Services supplied by Alchemy.

25.2 Network and Numbering Dependencies

SIP Services may depend upon numbering resources, interconnection and network facilities supplied by telecommunications operators. Alchemy is not responsible for delays, interruptions or restrictions arising from operator networks, numbering allocation, internet connectivity or regulatory requirements beyond its reasonable control.

25.3 Call Charges

Call usage, number rental, channels, concurrent call capacity and other applicable charges shall be as stated in the relevant quotation or invoice. Unless expressly included, call minutes and telecommunications operator charges are separate from Alchemy platform or subscription charges.

25.4 Customer Connectivity

The Customer is responsible for suitable internet connectivity, local network configuration, power and compatible equipment unless these are expressly included within the Service.

25.5 Emergency Calling

Unless expressly confirmed in writing, Alchemy does not represent that cloud-based or SIP Services provide the same location-based emergency calling functionality as a traditional fixed telephone service. The Customer is responsible for maintaining any alternative emergency communication arrangements required for its operations.

25.6 Fraud and Security

The Customer is responsible for protecting its PBX, credentials, endpoints and network against unauthorised use. The Customer must notify Alchemy immediately of suspected voice fraud or unauthorised access. Charges generated through compromised Customer systems remain the Customer’s responsibility unless directly caused by a failure of Alchemy’s own security systems.

26. CLOUD PBX SERVICES

26.1 Scope

These terms apply to hosted business telephone systems, IP-PBX, extensions, softphones, business numbers, auto-attendants, voicemail, call routing, recording and associated cloud voice features.

26.2 Users and Licences

The number of Users, licences, extensions and included features shall be stated in the applicable quotation. Additional Users or Services activated during a subscription period may be charged on a pro-rata basis in accordance with Clause 7.6.

26.3 Business Numbers

Telephone numbers remain subject to the rights, rules and allocation policies of the relevant telecommunications operator or regulator. Unless expressly agreed otherwise, the provision of a number does not transfer ownership of that number to the Customer.

26.4 Equipment and Devices

Where Alchemy supplies or configures equipment, the applicable quotation shall state whether equipment is sold, rented, licensed or provided for use during the Service term. Customer-owned devices remain the Customer’s responsibility.

26.5 Call Recording

Where call recording is enabled, the Customer is responsible for ensuring that its use of recording complies with applicable laws, privacy requirements and any obligation to notify callers or obtain consent. Retention periods and storage capacity may be subject to the Service package purchased.

26.6 Internet and Power

Cloud PBX Services require suitable internet connectivity and power. Alchemy shall not be liable for loss of Service caused by failure of Customer connectivity, local power, Customer equipment or third-party infrastructure outside Alchemy’s control.

27. CONTACT CENTRE SERVICES

27.1 Scope

These terms apply to cloud Contact Centre platforms, agent and supervisor access, inbound and outbound calling, IVR, queues, recording, reporting, dashboards and related functionality.

27.2 Seats, Agents and Supervisors

The number and type of seats, Users, agents, supervisors, channels and features included in the Service shall be set out in the applicable quotation. Charges for additional capacity or functionality shall apply from activation.

27.3 Telecommunications Usage

Unless expressly included in the quotation, telephone numbers, inbound and outbound call minutes, toll-free usage, messaging and telecommunications operator charges are billed separately from Contact Centre platform charges.

27.4 Recordings and Customer Data

The Customer is responsible for determining what calls or interactions should be recorded and for complying with applicable laws governing recording, privacy, employee monitoring and customer notification. The Customer remains responsible for downloading or retaining recordings and reports where required for its own legal, regulatory or business purposes, unless an agreed retention service is included.

27.5 Reports and Statistics

Contact Centre reports and statistics are operational records generated from platform activity. The Customer must raise any query concerning reports, usage, call records or account information within the period stated in Clause 7.14.

27.6 Customer Operations

Alchemy supplies the technology platform and related Services. Unless expressly agreed as a managed service, the Customer remains responsible for its agents, staffing, scripts, customer interactions, workforce management and day-to-day Contact Centre operations.

28. API AND INTEGRATION SERVICES

28.1 Scope

These terms apply to APIs, webhooks, software integrations, CRM integrations, custom connectors and other system-to-system Services supplied or developed by Alchemy.

28.2 Customer Systems and Third Parties

The Customer is responsible for ensuring that it has the necessary licences, permissions, credentials and authority to permit integration with its systems and third-party services. Alchemy is not responsible for changes, restrictions, outages or failures within third-party systems or APIs.

28.3 Credentials and Security

API keys, passwords, tokens and other credentials must be kept confidential and used only by authorised persons and systems. The Customer must notify Alchemy without unreasonable delay if credentials are suspected to have been compromised.

28.4 Changes and Compatibility

APIs and third-party systems may change over time. Where a third-party change requires material redevelopment or reconfiguration outside the original scope, such work may be treated as additional Professional Services and separately quoted.

28.5 Testing and Acceptance

The Customer shall provide reasonable cooperation for integration testing and shall promptly notify Alchemy of identified defects. An integration will be considered operational when the agreed testing has been completed or when the Customer places it into production use, whichever occurs first, unless otherwise agreed in writing.

29. PROFESSIONAL SERVICES

29.1 Scope

Professional Services include consultancy, project management, installation, configuration, migration, development, integration, training, commissioning and other specialist work supplied by Alchemy.

29.2 Project Scope

The scope, deliverables, assumptions, responsibilities, timescales and Charges for Professional Services shall be stated in the applicable quotation, proposal or statement of work.

29.3 Changes to Scope

Work requested outside the agreed scope may require a revised quotation, change request or additional Charges. Alchemy is not obliged to commence additional work until the commercial terms have been agreed.

29.4 Customer Dependencies

Project dates depend upon timely access, information, approvals, credentials, equipment and cooperation from the Customer and relevant third parties. Alchemy may reasonably adjust project dates where such dependencies are delayed.

29.5 Acceptance

Unless a specific acceptance procedure is agreed in writing, deliverables shall be deemed accepted when the Customer confirms acceptance, places the deliverable into operational use, or does not identify a material non-conformity within fourteen (14) days of delivery, whichever occurs first.

30. SUPPORT SERVICES

30.1 Scope

Support Services may include technical assistance, fault investigation, monitoring, maintenance, updates and incident management. The support level purchased by the Customer shall be stated in the applicable quotation, support package or Service Level Agreement.

30.2 Support Hours and Response Targets

Support hours, contact methods, priority classifications, response targets and restoration objectives shall be those expressly stated in the Customer’s support package or Service Level Agreement. Unless expressly stated as a contractual commitment, response and restoration times are operational targets only.

30.3 Fault Reporting

The Customer shall provide sufficient information to enable Alchemy to investigate a reported fault, including the affected Service, time of occurrence, examples, screenshots, message IDs, call details or other relevant technical information where available.

30.4 Exclusions

Support does not include faults caused by Customer equipment, Customer configuration, third-party systems, internet connectivity, power failures, unauthorised changes, misuse or matters outside Alchemy’s reasonable control unless expressly included in the purchased support package.

30.5 Maintenance

Alchemy may carry out planned or emergency maintenance where reasonably required for security, reliability or continued operation of the Services. Where practicable, advance notice will be given for planned maintenance likely to cause material interruption.

31. FINAL PROVISIONS

31.1 Relationship with Part A

Part A and Part B together constitute the Master Terms and Conditions of Service. The Customer is bound by the Service Specific Terms applicable to each Service purchased or used.

31.2 Commercial Documents

The Customer’s quotation, proposal, onboarding form, invoice, Service Level Agreement or other agreed written commercial document may contain additional Service-specific pricing, quantities, subscription periods, usage allowances or operational requirements. Those provisions form part of the Agreement.

31.3 Order of Precedence

Unless expressly agreed otherwise in writing, if there is a conflict between contractual documents, the following order of precedence shall apply: (a) a separately signed agreement or Service Level Agreement expressly stated to override these Terms; (b) the applicable quotation or proposal; (c) these Service Specific Terms in Part B; and (d) the General Terms in Part A.

31.4 Continuing Application

These Terms apply to all Services supplied by Alchemy from the Effective Date and to additional Services subsequently ordered by the Customer, unless Alchemy and the Customer expressly agree otherwise in writing.

END OF MASTER TERMS AND CONDITIONS OF SERVICE

By submitting an onboarding form, accepting a quotation, placing an Order, requesting activation of a Service, paying an invoice relating to the Services or using any Service supplied by Alchemy, the Customer confirms that they have read, understood and agree to be bound by these Master Terms and Conditions of Service.