COMMSENSE GENERAL TERMS AND CONDITIONS FOR THE USE OF THE COMMSENSE RETAIL PORTAL

Please read and review these terms and conditions carefully before accessing or using the Commsense SIM portal. By using or accessing the Portal, you agree to be bound by these terms and conditions as well as any other information contained on the Portal (the “Terms”). If you do not wish to be bound by the Terms, please do not access or use the Portal.

These terms and conditions are solely related to the access and the use of the Portal. The supplying of Products and/or Services to the Partner is organised by Commsense Supplier Agreement.

Definitions

For purposes of these Terms, capitalised terms used shall have the following meanings unless defined elsewhere in the Terms: “Account” means (as the context requires) the Commsense Partner Web Account and/or the Financial Account. “Financial Account” shall mean an account funded by the Commsense Partner linked to its Commsense Supplier Agreement; “Web Account” shall mean the technical account set up by the Commsense Partner when registering with the Portal, in order to able to access and use the Portal. “Country of Activity” mean the country where you are registered regarding this Terms to practice your activity of distribution or retail. “Distributor” shall mean an authorised Commsense wholesale distributor whether person or entity that establishes an Account with Commsense and thereafter distributes the Products to Retailers. “End Customer” shall mean an end-user of a Product or Service who purchased the Product or Service from a Retailer. “Partner” or “you” shall mean a Distributor or Retailer, “Portal” shall mean the Commsense SIM portal available to Commsense Partners. “Commsense Supplier Agreement” shall mean the hardcopy Commsense Supplier Agreement signed by the Partner, if any. “Partner entity data” shall mean Personal Data relating to Partner that Commsense needs to create and set up the Web Account, and/or to provide any support regarding the use of the Portal to Partner, including but not limited to name, bill-to/business address and delivery address; mobile number; e-mail address; contact details of designated users and contacts of Partner for the use of the Portal, and any other Personal Data relating to the Partner provided during set up of the Web Account or any subsequent support query submitted or feed- back given.

“Personal Data” means information from which a living individual can be recognised.

“Products” and “Services” shall mean the Commsense products and services offered and/or sold via the Portal byCommsense to a Retailer ora Distributor. “Products” include SIMs,top up vouchers/scratch cards, E-PIN bundles. “Retailer” shallmean aretailer whether person or entity that establishes anAccount withCommsense or with an authorised Commsense wholesale distributor and thereafter sells Products to End Customers.

1. Who are we and what are the applicable Terms?

   1. Youare a Retailer or Distributor. The following terms and conditions are the general terms and conditions applying to your access and use of our Portaland its Services (the Terms).

   2. The Portal to which these terms apply is operated by Comm Sense Limited registered in the United Kingdom under company number 3830985 with registered offices at, 154-126 Church Hill, Loughton, Essex, IG10 1LH (“Comm Sense Limited”). The ordering, invoicing, payment, supply, fulfilment delivery and commercial (fees, commissions etc.) terms are provided in the separate Commsense hardcopy or Online Supplier Agreement (as applicable) including any subsequent addenda, schedules thereto entered into by Commsense Limited and/or a group company of Comm Sense Limited (as applicable). References to “Commsense”, “we”, “us” or “our” in these Terms or other of our terms shall be deemed to refer to Commsense Limited or that member of our group who is supplying the product or service (as applicable).

   3. By using our Portal, youagree to be bound by these Terms. If you do not agree to these Terms, please do not access or use our Portal and its Services.

   4. We may change these Terms from time to time and such modifications shall be effective immediately upon postingto thePortal.Ifyou continueto useour Portal and itsServicesafter any such modifications take effect access to or use of the Portal shall be deemed your conclusive acceptance of the Portal terms and any modifications thereto. You should print a copy of theseTerms for future reference.

2. Ability to Accept the Terms.

   1. You affirm that (i) if you are an individual (as opposed to an entity), you are more than 18 years of age and (ii) you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

   2. You further represent and warrant that you are not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a” terrorist- supporting” country, and that you are not listed on any UK Government list of prohibited or restricted parties.

3. What am I not allowed to do?

   1. You are responsible for all acts and omissions in connection with the use your Web Account. Without prejudice to any provision of these Terms, you agree that you:

      1. will not disparage or make false representations about Commsense, the Portal or the Products or Services.

      2. will not attempt to, actually gain, permit or actively or inactively allow any third party to attempt to gain unauthorised access to ourPortal,Productsor Servicesand/or network;

      3. will not use or permit the use of our Portal, Products or Services for any improper, indecent, immoral, obscene, unlawful, harassing, harmful, unauthorised, defamatory, offensive and/or fraudulent purpose, or tocauseany injury,offenceorannoyanceto any person orto send unsolicited commercial messages to any person;

      4. willnot useorpermitanyuseofthe ourProductsorServices, so astocausethe operationof our network or the quality of our Products or Services to be jeopardised, impaired orinterrupted or to interfere withthe integrity or security of any telecommunications or ITnetwork or system, nor to misuse and/or abuse our Products or Services and/or network.

   2. You will not use the Portal or resell our Products or Services to the detriment of Commsense. Enterprises affiliated with you are considered third parties within the meaning of this clause. For the avoidance of any doubt this includes use of the Products or Services for the purposes of fraud, AIT or theoperation of a GSM Gateway.

   3. You must secure our permission before you measure, test, health check or otherwise monitor any network equipment, servers or assets hosted on our domain. You agree not to collect or harvest any personally identifiable information, including phone number, from the Portal. Youagree not tospam, or solicit forcommercial purposes, any other users of the Portalandrelated Services.

   4. We may at our absolute discretion suspend a user's access to the Portal and/or its Services without notice:

   5. where we have any reasonable grounds to suspect fraudulent behaviour or activity including, without limitation (a) any case of artificially inflated traffic where a flow of calls or messages isartificially directed to a number or service (AIT); and/or (b) any case of GSM gateway activity where a device is connected to the Network and used solely for the purpose of directing calls and messages to another network operator (GSM Gateway) and/or

   6. in any case of suspension under the hardcopy or Online Commsense Supplier Agreement you have in place with Commsense.

4. Suspension or termination of your Account.

   1. We may suspend or terminate your Account at any time upon notice if:

      1. youbreach of (i) the hardcopy of the Commsense Supplier Agreement inplace between Commsense, and/or (ii) any of these Terms and where such breach is of a curable nature, such breach remains unremedied after a periodof seven (7) calendar daysfollowing a writtennotice sent to you to remedy the same; and/or

      2. we reasonably suspect fraud or fraudulent activity; and/or

      3. we determine that your Account (whether Web Account and/or Financial Account) isinactive.

   2. ifyou breach (i) the CommsenseSupplierAgreementand/or (ii)anyoftheseTerms and wheresuch breachis of acurable nature, suchbreach remains unremedied after aperiod ofseven(7) calendar days following a writtennotice sent toyou to remedy thesame, thefollowing shall apply:

      1. we shall cease to pay you any and all commissions otherwise payable to you (if any) going forward basis; and/or

      2. we shall revise your commission structure on a going forward basis.

5. Data protection.

   1. Comm Sense Limited collects and process personal data in accordance to the European Union General Data Protection Regulation (GDPR). By means of the present Terms and Conditions we notify you about the collection of personal data in connection with the use ofthe services as set out in Article 13 of the GDPR. For more details about the collection of personal data in connection with the use of the services please review our Privacy and Cookies Policy.

   2. Your personal data includes, but is not limited to, the following information which is providedby you directly and via your use of the Products and Services:

      1. We collect your personal information in order to be able to provide you with our products and services.

      2. We collect and process customer data and other type data for the purpose of contentdesign, modification or termination of a contractual relationship with you;

      3. We collect and process traffic data for the purposes of construction, maintenance of telecommunications and the establishment of further connections;

      4. We will not record your personal information in any directory or information service, whether it is owned by us or by a third party, unless you request such registration. If you would like your personal information to be included in a directory, please contact Commsense Customer Service. If you have requested such registration, we will provide such personal information to publishers and directory inquiry providers in accordancewith GDPR guidelines.

      5. The legal basis for the collection and processing of personal data referred to in points

         1. to (d) is GDPR Article 6 (1) (b), since the processing is necessary for the performance of a contract between Commsense and you.

      6. We offer you the chance to receive direct product information and newsletters from Commsense by e-mail and / or SMS and / or by phone call. For this, we need your e-mail address and / or your mobile phone number. We may use your e-mail address, which we have obtained in connection with a contract for the provision of telecommunications services, for the direct marketing of your own similar goods or services, provided that you have not objected to the use. The legal basis for this useis Article 6 (1) (f) of the GDPR, as the processing is necessary to safeguard the legitimate interests of Commsense. The legitimate interests pursued by Commsense are the promotion of products and services to customers. In addition, we collect and processyour e-mail address and mobile phone number for the purpose of sending Commsense direct mail, product information and newsletters by e-mail and / or SMS, as well as advertising calls from Commsense, provided that you have given

         your consent, Commsense maystore and use the e-mail address provided by you and your Commsense mobile phone number. Your consent will be logged and you will be able to retrieve the content of the consent and this notice at any time.

         1. At your request, we will transmit your personal data (name, address, e-mail addressand mobile phone number) for the purpose of sending advertising and product information from Commsense cooperation partners by e-mail and / or SMS, provided that you have given your consent. For this purpose, Commsense may store, use and transmit to a cooperation partner the data provided by you, namely name, address, e-mail address and your Commsense mobile number, and these partners may use this data for the purpose of sending advertising and product information. Your consent will be logged and you will be able to retrieve the content of the consent and this notice at any time. The legal basis for the processing of these personal data is your consent, Article 6 (1) (a) of the GDPR.

         2. We do not collect and process personal information from children under the age of 16 and our services are not directed to children under the age of 16. Regardless, in the event personal information about children is required to be collected in responseto the offering for specific Commsense campaigns, corresponding parental consent shouldbe requested before the offering of any products and or services.

   3. You can revoke your consent at any time, please review our Privacy and Cookies Policy for the procedure and for information on how to exercise your rights as data subject. In addition email advertising can also be cancelled by clicking on the link at the end of the e-mail.

   4. International transfers of your personal data outside the EEA is subject to your prior consent. Please review our Privacy and cookie Policy for more information about personaldata international transfers.

6. Intellectual Property Rights.

   1. All intellectual property rights in any content of our Portal, Products or Services (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights in our Portal, Products or Services. In the event you print off, copy or store content from using our Products or Services (only as permitted by these Terms), you must ensure that all copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

7. Indemnity.

   You agree to defend, indemnify and hold harmless Commsense, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) Parties by a third party (including but not limited to an End Customer or another consumer or a regulatory body or a governmental or administrative agency) arising from: (i) your or your sub- accounts holders’ use of and access to the Commsense Portal; (ii) any breach by you and/or your sub-accounts holders of any of these Terms; (iii) any marketing, business, distribution or other activity by you relating to the Products involves fraud, false or misleading advertising, regulatory noncompliance, misrepresentation, theft or any illegal or deceptive conduct; and (iv) any violation by you and/or your sub-account holders of any third party right, including without limitation any intellectual property, property, data protection right or any other third party right. This defence and indemnification obligation will survive these Terms and your use of the Commsense Portal and its Services.

8. Warranties.

   1. To the extent permitted by law, the Portal provided by Commsense without any warranties or guarantees and yourely on, or use, the Portal and any and all of its Services at your sole risk.

   2. In particular, we make no warranties in connectionwith the following:

      1. compatibility of thePortalwith any of your equipment, software or telecommunications links

      2. we make no warranties that the availability of and access to the Portal will be uninterrupted or error- free.

      3. suitability, reliability or accuracy of the Portal

      4. adequacy of the Portal to meet your requirements.

   3. AccessingthePortaland itsServices from territories where itscontents areillegal or unlawfulis prohibited. You are responsible for compliance with local laws.

   4. You representand warrantthat:

      1. if you are an entity, you are duly organized and validly existing under the laws of the jurisdiction in which your entity was formed;

      2. you have all requisite organizational power and authority to perform your obligations hereunder;

      3. you will comply with all applicable laws and regulations regarding the marketing, distribution and sale of the Products;

      4. you will use commercially reasonable efforts to eliminate any fraudulent activity in connection with the sale of the Products and protect the Products and will notify Commsense immediately of any fraudulent activity and/or any loss or compromise regarding the Products that you become aware of;

      5. you will not misrepresent the Products or the Service or otherwise fraudulently depict or market the Products;

      6. you will not infringe any patent, copyright, trademark or other similar proprietary or intellectual property right of Commsense or any third party in connection with the sale and distribution of the Products, and

      7. in the event you created any sub-account, you shall ensure that the sub-account holder(s) comply with the obligations set out in those Terms as though they were a party to these Terms.

9. Limitations on Our Liability.

   1. Nothing in these Terms shall limit or exclude our liability to you:

      1. for death or personal injury caused by our negligence;

      2. for fraudulent misrepresentation; or

      3. for any other liability that may not, under English law, be limited or excluded.

   2. Subject to clause 9.1, any liability we dohave for losses you sufferisstrictlylimited to lossesthat were reasonably foreseeable and shall not, inaggregate, exceed the following:

      a) the total fees paid by you for the relevant Product or Service in respect of which the liability arises

   3. Subject to clause 9.1, we shall not be responsible to you for (i) special, indirect, consequential losses, and (ii) lost data, lost profits, lost sales or business interruption, even if advised of thepossibility and whether arisingdirectly or indirectly out of these Terms or use of the Portal.

   4. We will not be liable or responsible for any failure to perform, or delay inperformance of, any ofour obligations that is caused by events outside our reasonable control.

   5. Youare responsible for the security of your device which you use to access our Portal and forprotecting your log-in details. We are not responsible for any losses for the uses of your WebAccount by another person other than you or for losses arising as a result your failure to useadequate security protections on the device from whichyouaccess our Portal.

10. External Links.

    The Portal may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products or services that you may find useful or interesting. We have no control over these links and are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of or association with their operators or promoters. You expressly acknowledge and agree that Commsense shall not be responsible for any damages, claims or other liability arising from or related to your use of any third-party website.

11. General.

    1. You may not transfer or assignany or all of your rights or obligations under these Terms.

    2. All notices given by you to us must be given inwriting to the address set out at the end of theseTerms. We may give notice to you through either your mobile number, email or postal address you provide to us.

    3. If we fail to enforce any of our rights, that does not result ina waiver of that right.

    4. If any provision of these Terms is found to be unenforceable, all other provisions shall remain unaffected.

    5. These Terms may not be varied except withour express written consent.

    6. These Terms and any terms or document expressly referred to in them represent the entire agreement between you and us. We are required by law to advise you that contracts between us may be concluded in the English language only and that no public filing requirements apply.

    7. Commsense makes no promise that the Portaland its services areappropriate or available for usein locations outside of your Country of Activity, and accessing the Portal and its services fromterritories whereits contents areillegalor unlawfulisprohibited. If youchoose to accessthis site from locations outside of the Country of Activity, you do so on your own initiative and are responsible for compliance with local laws.

    8. These Terms and anydocumentexpresslyreferred to in themshall be governedby thelawofthecountry where you practice your activity regarding this Terms, and youagree that any disputebetween you and usregarding them will onlybedealt with by thecourtsof such country of activity, provided that,ifyour Countryof Activityisthe UnitedKingdom and thatyouare practicingin a part of the United Kingdom other thanEngland, theapplicable law of that part of the United Kingdomwill govern and any dispute will only be dealt with by the courts there.

12. Contacting us for support or feed-back.

    1. Please submit any support questions you may have regarding the use of the Portal to bex@commsense.co.uk

    2. You can also provide constructive feed-back on your user experience regarding the use of the Portaland tell us any improvements or enhancements you can suggest by contacting bex@commsense.co.uk

Last updated 19th October 2021