“Affiliates" means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.
“API” means applicable programming interface.
“Applicable Law”: means all national, federal, provincial, local, and municipal legislation, regulations, statutes, by-laws, decrees, orders, circulations, royal and determinations, and/or other laws of any relevant governmental authority and any other instrument, having the force of law as may be issued and in force from time to time relating to the Services, in the jurisdiction where the Services are being provided or any licenses that the Service is subject to.
“Authorised Users” means the employees, directors, agents, consultants, or representatives of the Customer that will manage the engagement and use of the Services on behalf of the Customer through the Unifonic Platform.
“Confidential Information”: has the meaning ascribed to it in Article 7 of this Agreement.
“Control”: in relation to a company means:
- the ability to directly or indirectly control the composition of the company’s board;
- the ability to exercise or control the exercise of the rights to vote in respect of more than 50% of the voting shares or other form of voting equity in the company;
- the ability to dispose or exercise control over the disposal of more than 50% of the shares or other form of equity in the company; or
- the ability to utilize any other means, direct or indirect, of dominating the decision-making and financial and operating policies of the company.
“Data Security Policy” means the security-related terms for the Services, the current version of which is available at https://www.unifonic.com/en/data-security-policy
“Electronic Address” means an electronic contact address, such as email, mobile number, or landline number.
“Electronic Message” means a self-contained piece of digital communication that is designed, intended to be or actually transmitted between physical devices, including those sent via telecommunication networks to an electronic address, such as email, voice, SMS, MMS, Flash SMS, or fax.
“End User(s)” means the party who receives or is intended to receive an Electronic Message as a result of the Customer’s use of the Services or the party who initiates a conversation with the Customer through the Services.
“Fee” or “Fees” means the fees as outlined in the applicable Order Form. The fees you pay to us are outlined in a signed order form.
“Force Majeure Event”: means the occurrence of any events or circumstances which are beyond the reasonable control of a party and which could not have been prevented by the exercise of reasonable care and skill of a party, including but not limited to:
- any act of state or exercise of sovereign, judicial, or executive prerogative by any government or public authority, including expropriation, nationalization, or compulsory acquisition or acts claimed to be justified by the executive;
- any act of God such as natural disaster, unusual or extreme weather conditions, including earthquake, lightening, floods, fire, hurricane, typhoon, tidal wave, storm, volcanic eruption, chemical or radioactive contamination;
- infectious diseases, pandemic or epidemic;
- nonperformance by a third party or any similar cause beyond the reasonable control of the party responsible for delivering such obligation; and
- any act of war, armed hostilities, invasion, armed conflict, revolution, civil commotion, terrorism, or the threat of terrorism.
“Heightened Cybersecurity Requirements” means any laws, regulations, codes, or guidance, from regulatory and advisory bodies, whether mandatory or not, international or national standards, which are applicable to the Customer or Unifonic relating to the security of network and information systems, security breach and incident reporting requirements.
“Implied Terms” has the meaning given to it in clause 2.3 of this Agreement.
“Intellectual Property Rights” means any and all intellectual and industrial property rights throughout the world, including but not limited to all rights comprised in any copyright, moral rights, patent, design, trademark, circuit layout whether at common law or conferred by statute, whether or not now existing, and whether registered or registrable, and including any rights to apply for registration, and rights to protect trade secrets, know-how, goodwill or confidential information for the full period of such rights and any renewals or extensions of those rights.
“Notice” means any notice, demand, consent, or other written instrument to be given or received under this Agreement in writing in accordance with clause 10.2 of this Agreement.
“Operator” means any third party authorized to provide public telecommunication services or operate a telecommunications network that is used by Unifonic to provide the Services.
“Order Form” means an order form between the Customer and Unifonic that specifies mutually agreed upon commercial provisions including but not limited to the Fees.
“Pricing Change Notice Period” has the meaning as prescribed under clause (4) of this Agreement.
“Regulatory Authority” means the governing body or third party that has jurisdiction over any of the Applicable Laws.
“Services” means the products and services provided by Unifonic or its Affiliates, as applicable, that (a) the Customer uses, including, without limitation, products and services that are on a trial basis or otherwise free of charge; or (b) the Customer orders under an Order Form.
“SLA” means the signedservice level agreement with the Customer that applies to the relevant Services as provided to the Customer as part of or in conjunction with any Order Form from time to time.
“Service Specific Terms” means Unifonic service-specific terms that detail the rules and special conditions for that particular Service.
“Term” means the term length of the Service as specified in the applicable Order Form.
“Third-Party Provider” means any person authorized to provide cloud computing services, telecommunication services, or other services locally or internationally, that are used in part or in whole for providing the Services, which may include Operators or Facebook.
“Territory” means the territory as set out in the Order Form.
“Unifonic Account” has the meaning ascribed to it in Article 3 (1) of this Agreement.
“Unifonic Console” means Unifonic’s integrated electronic interface, electronic portal or cloud platforms made available to the Customer from time to time, and through which the Customer can submit information required for the use of the Services, adjust the settings of communication, respond to End Users, and use other features of the Services.
“Unifonic Platform” means any of Unifonic’s integrated electronic interfaces, electronic portals, or cloud platforms including but not limited to the Unifonic Console and any other Unifonic interfaces not related to the Services that may be made available to the Customer.
“Virus” means malicious software or device which may:
- prevents, impairs, or otherwise adversely affects the operation of any computer software, hardware or network, any telecommunications service, equipment or network, or any other service or device;
- prevent, impair, or otherwise adversely affect access to the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or
- adversely affect the user experience.
“Vulnerability” means a weakness in the computational logic found in software and hardware components that when exploited, results in a negative impact on its confidentiality, integrity, or availability.