Terms & Conditions

VOIPED WHOLESALE B.V. – GENERAL TERMS & CONDITIONS (2026 WHOLESALE CARRIER EDITION)

SECTION 1: Companies

1.1 These General Terms and Conditions of Voiped Group, hereinafter referred to as: “ GTC ”, apply to all agreements with, quotations to and deliveries of services to Customers of the following entities belonging to the Voiped Group:

• the private limited liability company Voiped Wholesale BV;
• the private limited liability company Voiped Business to Business BV;
• the company under German law Voiped Telecom GmbH;

1.2 The above entities are hereinafter referred to individually and collectively as: " Voiped ." If these terms and conditions specifically refer to an entity, this should also be understood as a reference to the other entities, unless expressly stated otherwise or, given the content and nature of the services, this is not applicable.

SECTION 2: Customer

 “Customer” means any legal entity with whom an agreement is concluded, to whom a quotation is offered or to whom services have been provided by Voiped, whereby a distinction is made between:

• Business End User :
  • A company or organization that purchases telecom services or products for its own use within its business operations and does not resell them to third parties.
• Reseller :
  • A company or organisation that purchases telecom services or products with the aim of reselling, distributing or otherwise making them available, in whole or in part, to third parties, whether or not under its own name or brand.

SECTION 3: DEFINITIONS & INTERPRETATION

3.1 Definitions. In this Agreement, the following capitalized terms shall have the meanings set forth below:

• " Acceptable Use Policy (AUP)": Voiped's policy regarding acceptable use of services, as updated from time to time.
• “Equipment”: Any hardware, device, router, switch, Customer Premises Equipment (CPE), or other physical apparatus provided, leased, or sold by Voiped to the Customer for use with the Services. Title to such Equipment remains with Voiped unless explicitly sold under a separate sales agreement.
• “CLI”: The telephone number transmitted with a call to identify the calling party, which must comply with the E.164 international numbering plan.
• Customer Premises Wiring (CPW)": All internal cabling, patching, conduits, risers and related infrastructure within or between Customer-managed buildings, up to the Demarcation Point. This specifically includes, but is not limited to, all internal fiber optic, copper, and power cables.
• “Deficiencies”: Material failures of a delivered Service to conform to the technical specifications outlined in the applicable Service Order or Service Schedule at the time-of-Service Handover.
• “Demarcation Point”: The physical and logical point of interconnection between Voiped’s network and the Customer’s network or facilities, as further defined in the applicable Service Schedule.
• “Service” or “Services”: Any telecommunications, data, voice, software, connectivity, or related service supplied by Voiped to the Customer under this Agreement, as detailed in a Service Order and Service Schedule. This definition is integral to the scope of “Fraud,” which pertains to the unauthorized use of these specific Services.

• “End User”: Any business entity or natural person that uses the Services through the Customer.

• “Fraud”: Any unauthorized use of the Services, including but not limited to PBX hacking, IRSF (International Revenue Share Fraud), Wangiri, SIP trunk hacking, SIM boxing and traffic pumping.

• "Intellectual Property Rights": All patents, copyrights, trademarks, trade secrets, and other intellectual property rights. These belong to Voiped.
• "Service Commencement Date” means the date on which billing for a Service commences, as defined in Clause 5.4.

• “Charges”: All fees, including but not limited to Monthly Recurring Charges (MRC), Non-Recurring Charges (NRC), usage-based charges, pass-through charges, taxes, regulatory fees, and late payment fees.
• “Monthly Recurring Charges (MRC)”: The fixed, periodic fees charged each calendar month for the ongoing provision of a Service, as specified in a Service Order.
• "Network": The telecommunications infrastructure, including all switches, routers, software, systems, and cabling, owned, operated, or controlled by Voiped up to the Demarcation Point.
• “Non-recurring costs (NRC)”: One-time fees associated with the initial setup, installation, or provisioning of a Service, or for specific non-routine actions requested by the Customer.
• “Master Service Agreement (MSA)”: The overarching agreement between Voiped and the Customer that defines the rights and obligations for the provision of telecom services and/or products. The Master Service Agreement (MSA) forms the framework for future specific orders or partial agreements (e.g., for connections, hardware, or additional services), whereby the provisions of the Master Service Agreement (MSA) remain applicable unless expressly agreed otherwise.
• “Agreement”: The entirety of the agreements between the Parties, consisting of these Terms and Conditions, a signed Framework Agreement (or Master Service Agreement (MSA)), all Service Orders, Service Schedules and all other incorporated documents and policies.
• “Force Majeure”: Has the meaning set out in Clause 19.1
• “Parties”: Voiped and the Customer who have entered into an Agreement.
• “Personal Data”: Any data as defined in the General Data Protection Regulation (GDPR) which directly or indirectly identifies a natural person, for example by reference to a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• “Framework Agreement”: see Master Service Agreement (MSA).
• “Service Credits”: A financial credit, calculated as a percentage of the Monthly Recurring Charge (MRC) for an affected Service, issued as the sole and exclusive remedy for a proven failure to meet a Service Level Agreement (SLA) target, as detailed in the applicable Service Schedule.
• “Service Start Date”: The date on which billing for a Service begins, as defined in Section 5, paragraph 4.
• “Service Handover”: The process described in Clause 5.4, commencing with Voiped’s issuance of a Service Handover Notification and concluding with Customer’s acceptance or deemed acceptance of the Service.
• "Service Handover Notification": The formal written notification from Voiped to the Customer that a Service has been set up and is ready for testing.
• “Service Order”: A document, in a form prescribed by Voiped, specifying the Services ordered by the Customer and which forms part of this Agreement.
• “Service Schedule”: A document containing technical specifications, service level agreements (SLA) and special conditions for a specific Service(s).
• “Software”: Any application, program, firmware, or operating system provided by Voiped for use in conjunction with the Services or Equipment.
• “Statement of Work (SOW)”: A document, which may be part of a Service Order, that describes in detail the specific activities, deliverables, timeline, and responsibilities for a project or custom service implementation.
• “Exceptional Construction Difficulties (ECD)”: unforeseen physical or technical obstacles which could not reasonably have been identified during the initial inspection, and which materially affect the cost or feasibility of delivery.
• “Confidential Information”: Any information provided by Voiped to the Customer or vice versa and marked as confidential or which by its nature should reasonably be considered confidential.
• “Data Processing Agreement”: A written agreement between a Controller (the party that determines the purposes and means of processing personal data) and a Processor (the party that processes personal data on behalf of the Controller), setting out arrangements for how the processing will take place, what security measures will be implemented, and how the obligations under the GDPR will be met.
• "Working day": means a day other than a Saturday, Sunday, or an official public holiday in the country where the services are performed.
• “Business”: This term is not used as a defined term in the GTC. Reference should be made to the defined term “Equipment” or “Working Day” as context requires.

3.2 Interpretation. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. The words "include" and "including" are to be construed without limitation.

SECTION 4: AGREEMENT STRUCTURE & PREVALENCE

4.1 Contractual Hierarchy. This Agreement constitutes the entire understanding between the Parties. In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply:
1. The signed Service Order (but only for order-specific commercial terms such as pricing, term, and delivery address);
2. The signed Master Service Agreement (MSA);
3. The Service Schedule/SLA;
4. These General Terms & Conditions, including the Acceptable Use Policy (AUP) and Fair Use Policy (FUP) which are incorporated herein by reference and form an integral part of this Agreement;
5. Voiped's other operational or security policies (if any) referenced in this Agreement.

4.2 Rejection of Customer's Terms. Any terms or conditions contained in any purchase order, acknowledgement, click-wrap, or other document issued by Customer are hereby expressly rejected and shall be void, unless explicitly agreed to in a signed amendment to this Agreement.

4.3 Entire Agreement. This Agreement constitutes the entire and exclusive understanding between the Parties concerning its subject matter and supersedes all prior agreements, discussions, and understandings. No terms, conditions, or amendments proposed by Customer shall be binding unless expressly agreed to in a written document that (i) is signed by an authorized representative of Voiped, and (ii) explicitly states it is an amendment to this Agreement. Notwithstanding the foregoing, Voiped retains the right to amend these GTC unilaterally in accordance with Clause 19.6.

SECTION 5: SERVICE DELIVERY & ACCEPTANCE

5.1 Service Delivery. Voiped will make commercially reasonable efforts to meet estimated delivery dates, but expressly does not guarantee this. Delays caused by the Customer or by the Customer's failure to fulfill its obligations, hereinafter referred to as " Customer Delays ," are considered delays not attributable to Voiped.

5.2 Customer Responsibilities for Delivery. 

Customer shall, at its own expense:
a) Obtain and maintain all necessary permissions, consents, and approvals (including landlord or property owner consents) required for Voiped and its Partners to install, access, operate, maintain, and remove equipment at the Delivery Site.
b) Prepare and maintain the Delivery Site in accordance with Voiped’s and/or its Partners’ reasonable specifications, including adequate power, cooling, environmental conditions, and physical security..
c) Ensure all Customer Premises Wiring (CPW) is completed, tested, and compliant with applicable laws and relevant industry standards up to the Demarcation Point.
d) Provide timely, unrestricted access to the Delivery Site for Voiped and/or its Partners, including access outside normal business hours where reasonably required.

1. e) Appoint and maintain a Local Contact (LCON) with sufficient technical and site-specific knowledge, authorized to coordinate activities, provide access, and make decisions necessary for the delivery and maintenance of the Services.

5.3 Demarcation Point. Voiped's responsibility for the delivery and performance of the Service ends at the Demarcation Point. Customer is solely responsible for all facilities, equipment, and cabling on its side of the Demarcation Point.

5.4 Testing & Acceptance ("Service Handover").
a) Voiped will issue a Service Handover Notification when the Service is ready for testing.
b) Customer has 5 Working Days from the date of the notification to test the Service and report any material deficiencies ("Deficiencies") to Voiped in writing.
c) Deemed Acceptance. If Customer (i) confirms acceptance in writing, (ii) begins using the Service for live traffic, or (iii) fails to report any Deficiencies within the 5-Working Day period, the Service will be deemed accepted.
d) The Service Commencement Date for billing purposes is the date of the Service Handover Notification.

5.5 Customer Delays. If Voiped's performance is delayed due to a Customer Delay, Voiped may:
a) Adjust the project schedule and any subsequent delivery dates;
b) Charge Customer for all reasonable costs incurred due to the delay; and/or
c) After 30 days of delay, deem the Service delivered and commence billing.

5.6 Exceptional Construction Difficulties. Notwithstanding any prior site survey or agreed Statement of Work (SOW), Voiped may, after commencing service delivery, encounter Exceptional Construction Difficulties ("ECDs"). ECDs are unforeseen physical or technical impediments that could not have been reasonably identified during the initial survey and that materially impact the cost or feasibility of delivery. Upon identifying an ECD, Voiped will promptly notify Customer and provide a detailed estimate of any additional one-time Charges required to overcome the difficulty.

1. a) Customer Acceptance: Customer may, within 5 Working Days of receipt of the estimate, either (i) approve the additional Charges, authorizing Voiped to proceed, or (ii) reject the additional Charges.
2. b) Consequence of Rejection: If Customer rejects the additional Charges, either Party may terminate the affected Service Order. In such a case, Customer shall pay Voiped a cancellation fee equal to 100% of all Non-Recurring Charges (NRC) for the affected Service, plus any and all third-party costs incurred by Voiped up to the point of termination.

SECTION 6: CHARGES, PAYMENTS & TAXES

6.1 Charges. Customer shall pay all Charges as specified in the Service Order and this Agreement.

6.2 Invoicing. Voiped will issue invoices monthly in advance for MRC and in arrears for usage-based charges. All usage records generated by Voiped's systems shall be deemed correct and definitive.

6.3 Payment Terms. Payment is due within 15 days of the invoice date, net. All payments shall be made in Euros via wire transfer to an account designated by Voiped.

6.4 Late Payment. Any undisputed amount not paid when due shall accrue interest at the higher of (i) 4% per month, or (ii) the maximum rate permitted by law. Customer shall also reimburse Voiped for all reasonable costs of collection, including legal fees.

6.5 Price Adjustment. Voiped may increase the MRC annually each January 1st by the percentage change in the Dutch Consumer Price Index (CPI).

6.6 Billing Disputes. Any dispute regarding an invoice must be submitted in writing within 15 days of the invoice date. The Customer must pay the undisputed portion of the invoice by the due date. Failure to dispute within this 15-day period constitutes an irrevocable waiver of the right to dispute the invoice.

6.7 Security Deposit. Voiped may, at its sole discretion, require Customer to provide a security deposit, bank guarantee, or advance payment. Failure to provide such security within 10 Working Days of a request constitutes a material breach.

6.8 Taxes. All Charges are exclusive of taxes. Customer is responsible for paying all VAT, sales, use, and other taxes levied on the Services, except for taxes based on Voiped's net income.

SECTION 7: SERVICE LEVELS & MAINTENANCE

7.1 Service Levels. The service levels and remedies for any failure to meet them are exclusively set forth in the applicable Service Schedule/SLA.

7.2 Service Credits. Service credits, if any, are the sole and exclusive remedy for any service level failures. Service credits are capped at 100% of the MRC for the affected Service for the billing period in which the failure occurred.

7.3 Scheduled Maintenance. Voiped will use reasonable efforts to perform scheduled maintenance during low-traffic windows and to provide at least 48 hours' notice.

7.4 Emergency Maintenance. Voiped may perform emergency maintenance without prior notice to preserve network integrity, security, or performance.

SECTION 8: CUSTOMER OBLIGATIONS & ACCEPTABLE USE

8.1 Compliance with Laws. Customer warrants that it will use the Services in full compliance with all Applicable Laws and regulations in all jurisdictions where the Services are used or from which traffic is originated.

8.2 Acceptable Use. Customer shall not, and shall ensure its End Users do not, use the Service:
a) For any unlawful, fraudulent, or malicious activity.
b) To originate or facilitate spam, robocalling, or phishing.
c) To transmit infringing or offensive content.
d) In a way that could damage, disable, or impair Voiped's network.

8.3 Fraud Prevention & Liability.
a) Customer is solely and fully responsible for implementing technical and commercial measures to secure its network and prevent Fraud. This includes, but is not limited to, securing PBX systems, SIP trunks, and user credentials.
b) Customer is unconditionally liable for all Charges incurred due to Fraudulent or unauthorized use of the Services, regardless of whether such use was a result of Customer's negligence or a security breach of its systems.
c) Voiped may, in its sole discretion but without obligation, implement filters or blocks to mitigate Fraud. Any such action by Voiped does not transfer liability away from the Customer.

8.4 Numbering & CLI. Customer shall comply with all national numbering plans and regulations. Customer must provide valid, accurate CLI information and shall not engage in number spoofing.

8.5 Indemnification for Misuse. Customer will indemnify, defend, and hold Voiped harmless from any and all claims, losses, damages, fines, penalties, and liabilities (including reasonable legal fees) arising from or related to Customer's (or its End Users') breach of this Section 6.

SECTION 9: DATA PROTECTION

9.1 Roles and Compliance. The Parties acknowledge that for Personal Data processed via the Services, Customer acts as a Data Controller and Voiped acts as a Data Processor. Voiped shall process Personal Data only on documented instructions from Customer (which are inherent in this Agreement) and in compliance with the GDPR. The Parties will enter into a Data Processing Agreement for this purpose.

9.2 Security. Voiped shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

9.3 Sub-processing. Customer provides a general authorization for Voiped to engage sub-processors. Voiped shall remain liable for the acts and omissions of its sub-processors.

9.4 Audit Rights. Customer has the right to audit Voiped's compliance with this Data Protection clause once per calendar year. The audit is subject to 30 days' prior written notice, must be conducted during business hours, and must minimize disruption. Customer shall bear all costs of the audit and must sign Voiped's confidentiality agreement prior to commencement.

9.5 Breach Notification. Voiped will notify Customer without undue delay, and in any event within 72 hours, upon becoming aware of a Personal Data Breach.

SECTION 10: INTELLECTUAL PROPERTY RIGHTS

10.1 Ownership. Voiped retains all right, title, and interest in and to its pre-existing and developed Intellectual Property Rights, including the Services, software, and network architecture. Customer is granted a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Services for the duration of this Agreement.

10.2 Restrictions. Customer shall not reverse engineer, decompile, or disassemble any software provided by Voiped.

SECTION 11: CONFIDENTIALITY

11.1 Obligation. Each Party agrees to hold the other's Confidential Information in confidence and not to use or disclose it except as necessary to perform its obligations under this Agreement. This obligation shall survive termination of this Agreement for a period of 5 years.

11.2 Return or Destruction. Upon termination, each Party shall, upon request, return or destroy all tangible copies of the other Party's Confidential Information.

SECTION 12: WARRANTIES AND DISCLAIMERS

12.1 Mutual Warranties. Each Party warrants that it has the legal capacity to enter into this Agreement.

12.2 Voiped Warranty. Voiped warrants that it will provide the Services with reasonable care and skill.

12.3 Disclaimer. Voiped provides the Services "as is" and "as available . " Voiped expressly disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.4 Warranty Period. Delivered items, including the Software, are warranted against material and/or manufacturing defects for a period of twelve months, unless expressly stated otherwise in the agreement. The warranty period commences on the date of delivery or, if the equipment is installed by Voiped, on the date the installation is completed, but no later than thirty days after delivery.

12.5 Repair or replacement. The warranty includes the free repair or replacement at Voiped's discretion of items or parts thereof that exhibit defects due to material and/or manufacturing defects during the warranty period. Equipment or parts replaced under the warranty become the property of Voiped. If Voiped determines that a defect falls outside the warranty provisions, the repair and/or replacement costs will be charged to the Customer. The warranty is only valid if the defect is reported to Voiped in writing within 14 calendar days of its discovery or within which it could reasonably have been discovered.

12.6 Work. Warranty work will be performed during Voiped's business hours. Eligible equipment must be sent to Voiped for repair at the Customer's expense. If the warranty is performed at the Customer's address, travel expenses may be charged. Voiped reserves the right to carry out repairs, etc., on its own initiative.

12.7 Lapse of Obligation. Voiped's warranty obligations shall lapse if the equipment has been modified, repaired, or serviced without Voiped's prior written consent by the Customer or by unauthorized third parties, or if the equipment has been used for purposes other than normal business purposes, or has been handled or treated improperly. The warranty shall also lapse in the event of malfunctions or damage caused by external events beyond Voiped's reasonable control, including but not limited to fire, flooding, power surges, or other force majeure events, or in the event of the Customer's failure to timely or properly fulfill any material obligation arising from this Agreement. For deficiencies in repairs performed by or on behalf of Voiped, Voiped's obligation shall be limited to re-performing the repair in accordance with this clause, for a period of three (3) months following completion of the relevant repair.

12.8 Exclusion. Any other warranty and any other obligation to repair or replace is expressly excluded. Voiped will never be held liable for any further obligation, such as compensation for damages or termination of the agreement, except insofar as liability arises from the provisions of Clause 14 of these terms and conditions.

SECTION 13: Transfer of risk and ownership

13.1 The risk for goods to be delivered always and permanently passes to the Purchaser at the time of arrival at the agreed place of delivery.

13.2 Ownership of delivered goods, subject to the provisions of Clause 12.5 of these Terms and Conditions, will only be transferred to the Purchaser after full payment of all amounts owed by the Purchaser to Voiped in connection with the delivery of goods and the provision of services, including claims arising from failure to comply with the relevant agreements.

13.3 In the event of late payment, Voiped is entitled to repossess delivered goods without further notice of default or judicial intervention. The Buyer is entitled to use the goods subject to retention of title within the scope of their normal business operations. However, this does not include alienating the goods and/or encumbering them with (security) rights, unless Voiped has given express written permission to do so.

13.4 Unless expressly agreed otherwise in writing, the agreement does not under any circumstances imply the full or partial transfer of intellectual and industrial property rights.

SECTION 14: Liability

14.1 Except in cases of intent or deliberate recklessness, Voiped and any third party(s) engaged by Voiped are not liable for direct damage arising from or related to the use or inability to use the goods and/or Services. Voiped is not liable for indirect damage, including consequential damage, such as personnel costs, financial or commercial losses, loss of profits, loss of use or of relationships and payments owed to third parties, costs of reproducing or restoring wholly or partially lost data (files). Voiped and any third party(s) engaged by Voiped are also not liable for the accuracy or completeness of information or advice provided before the agreement was concluded, except in cases of intent or deliberate recklessness on the part of Voiped and/or any third party(s) engaged by Voiped.

14.2 Purchaser indemnifies Voiped against all claims from third parties in respect of the damage referred to here.

14.3 Voiped's total liability is limited to the price (excluding VAT) of the delivery assigned to Voiped and in any case to the maximum amount to which Voiped can claim under its business liability insurance.

14.4 The aforementioned compensation applies per event. The right to compensation for damages suffered expires if a written claim is not filed within fourteen calendar days after the damage occurred or could reasonably have been discovered. Damage is not eligible for compensation if it occurs later than twelve months after delivery of the relevant item or performance of the relevant service. Third parties involved in the performance of the agreement may, in any case, invoke the same defenses against any claim by the Customer that Voiped can invoke under these terms and conditions. No higher compensation can be obtained from Voiped and the aforementioned third parties together than the maximum amount that can be obtained from Voiped alone.

14.5 Non-attributable failure. Failure to fulfill an obligation is not attributable if it results from, or is related to, a circumstance beyond the control of the party concerned. Such circumstances include, but are not limited to: war or a similar circumstance; mobilization; riot; sabotage; fire; lightning strike; explosion or release of hazardous gases or substances; natural disasters; extreme weather conditions; wildcat strikes; occupation; boycotts or blockades; and measures by domestic or foreign governments, such as import, export, supply, or production bans.

SECTION 15: Dissolution

15.1 If Customer fails to fulfil any obligation to which he is subject under the Agreement concluded with Voiped, fails to fulfil it properly or fails to fulfil it in a timely manner, or if bankruptcy or suspension of payments is requested or declared for Customer, or if seizure is made against Customer, or if a decision is made to close down or liquidate Customer’s company, Customer shall be deemed to be in default by operation of law and Voiped shall have the right to suspend the performance of the Agreement or to dissolve the Agreement in whole or in part, with determination in the latter case of the price owed for the part of the Agreement that remains in effect, this at Voiped’s discretion, but without prejudice to Voiped’s other rights under the law or the Agreement to compensation for costs, damages, interest and/or performance of the Agreement.

15.2 In these cases, any claim that Voiped has or acquires against the Customer is immediately and fully due and payable.

SECTION 16: Suspension

16.1 Right to Suspension. Voiped may suspend Services in whole or in part, without liability, effective immediately upon written notice if:

• The Purchaser fails to pay an undisputed amount on the due date;
• Voiped detects or reasonably suspects fraud or a security breach from within the Customer's network;
• An obligation to do so exists; Required by law, regulation or competent authority;
• The Customer's use of the Service poses an immediate and material threat to the integrity, security or operation of Voiped's network.

16.2 Charges during suspension. Recurring charges will continue during suspension due to non-payment. For other suspensions, Voiped may suspend billing at its sole discretion.

SECTION 17: Duration and termination

17.1 Term. This Agreement commences on the Effective Date and remains in effect until terminated by notice of termination or cancellation.

17.2 Termination by Purchaser. The Purchaser is entitled to terminate the Agreement in writing, observing a notice period of six months before the end of the agreed or extended contract term. The Purchaser may terminate the Agreement with immediate effect if:

• Voiped materially fails to fulfil its obligations and does not remedy this within 30 days of written notice of default;
• Voiped is declared bankrupt, requests a suspension of payments or ceases its business activities;
• There is a situation that makes continuation of the Agreement unreasonable, such as a serious breach of law or regulation.

17.3 Termination by Voiped. Voiped is entitled to terminate the Agreement in writing at any time, subject to a three-month notice period. Voiped may terminate the Agreement with immediate effect if:

• Purchaser materially fails to fulfil its payment obligations and does not remedy this within 30 days after written notice of default;
• The purchaser is declared bankrupt, applies for a suspension of payments or ceases its business activities;
• There is misuse of services, fraud or other actions that make continuation of the Agreement unreasonable.

17.4 Consequences of termination. Upon termination of the Agreement for any reason:

• All outstanding invoices become immediately due and payable.
• Customer must return all equipment made available by Voiped within 14 days;
• Customer must immediately stop using the Services;
• Customer must immediately return to Voiped any Confidential Information made available by Voiped or of which Customer knows or could know to be confidential in nature, or, at Voiped’s discretion, immediately destroy it;
• All rights to use the Services will expire as of the termination date.
• All rights and licenses granted to the Purchaser shall immediately expire.

SECTION 18: Applicable law and dispute resolution

18.1 Governing Law. This Agreement, quotations, their performance and any disputes arising from it shall be exclusively governed by and construed in accordance with Dutch law. The District Court of Limburg, Roermond location, is the competent court to which all disputes arising from or related to the agreement and the legal relationship between the parties shall be submitted, unless the parties agree on another form of dispute resolution.

18.2 Escalation. Parties will first attempt to resolve a dispute through negotiations between their management teams.

18.3 Arbitration. Any dispute not resolved amicably within 30 days will be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitral tribunal shall consist of one arbitrator. The place of arbitration shall be Roermond, the Netherlands. The language of the arbitration shall be English.

SECTION 19: Final provisions

19.1 Force Majeure. Neither Party will be liable for any failure or delay (other than payment obligations) due to circumstances beyond its reasonable control. If a force majeure event lasts longer than 60 days, either Party may terminate the affected Service.

19.2 Assignment. Customer may not assign this Agreement without Voiped's prior written consent. Voiped may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

19.3 Notices. All notices must be in writing and sent to the designated contact points by email (receipt confirmed). Notices are deemed received upon receipt of email.

19.4 Survival. All provisions of these Terms and Conditions that have a post-contractual nature will remain in effect after termination or expiration of the Agreement.

19.5 If any provision of this Agreement is declared invalid, void, or annulled, the remaining provisions shall remain in full force and effect.

19.6 Modification. Voiped reserves the right to modify these Terms and Conditions and any incorporated policies from time to time. Voiped will provide the Customer with at least thirty (30) days' prior written notice of any such modification. The modification will automatically become effective upon expiration of the notice period. Continued use of the Services after the effective date of the modification shall constitute unconditional acceptance of the revised terms. If the Customer does not agree to the modification, its sole and exclusive remedy is to terminate the Agreement for convenience by providing written notice to Voiped prior to the effective date of the modification.

SECTION 20: Entry into force

These general terms and conditions enter into force on 1 February 2026 and apply to all Agreements concluded from that date onwards, as well as to existing Agreements insofar as they are amended or extended after that date.

IMPORTANT NOTICE: This is a legally binding agreement. These Terms heavily favor Voiped Wholesale B.V. and allocate significant risks, including financial liability for fraudulent traffic and strict operational obligations, to the Customer. The Customer is advised to seek independent legal counsel before agreeing.