Vendor Agreement

01About this agreement

This Vendor Agreement ("Agreement") sets out the terms on which suppliers, carriers and partners ("Vendor", "you") provide routes, capacity and services to SOWTK LTD ("SOWTK", "we"). By providing routes or services to us, you agree to this Agreement. If a signed contract or order with us conflicts with this Agreement, the signed document prevails.

02Our relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. Neither party may bind the other. We are not obliged to send any minimum volume of traffic unless agreed in writing.

03Routes and legal compliance

You warrant that every route and service you provide:

• is lawful in each country where traffic originates, transits and terminates;
• is provided with all licences, registrations and authorisations required;
• does not use illegal SIM-box, gateway or bypass methods, or stolen, hacked or unauthorised access;
• preserves caller ID and signalling information as required by law, and is described accurately, including whether CLI is delivered;
• complies with applicable sanctions, anti-fraud and data protection laws.

You must give us reasonable prior notice of any material change to a route, including its CLI handling, quality or legal status.

04Service quality and billing accuracy

You must maintain stable routes with good quality, availability and answer rates. You must never use false answer supervision, fake ringback, artificial or fabricated traffic, or billing of calls that were not completed. Your call detail records must be accurate and made available to us on request for reconciliation.

05Fraud and abuse

Each party must keep an abuse contact and act promptly on fraud reports. You must tell us immediately of any suspected fraud, abuse or security incident affecting our traffic. We are not liable to pay for traffic that is fraudulent, artificially generated or the result of your breach, and we may withhold payment of disputed amounts while they are investigated.

06Prices, invoices and disputes

Rates must be confirmed in writing. Rate increases require at least 7 days' prior written notice and are never applied retroactively. Invoices must be supported by call detail records. Billing disputes must be raised within 30 days of the invoice, and the parties will reconcile in good faith. Undisputed amounts are paid on the agreed terms.

07Confidentiality and data protection

You must keep our traffic, customer, pricing and business information confidential and use it only to perform this Agreement. You must not use our traffic or data to approach, solicit or compete for our customers. Each party must comply with the UK GDPR and the Data Protection Act 2018 and protect personal data with appropriate security.

08Indemnity

You will indemnify us against all claims, losses, fines, penalties, costs and expenses (including reasonable legal fees) arising from your breach of this Agreement, any unlawful route or traffic you provide, any fraud or data breach caused by you, or any infringement of third-party rights. This indemnity is not subject to the limitation of liability below.

09Liability

Neither party is liable for indirect or consequential loss, or loss of profit, revenue or goodwill. Subject to the indemnity, confidentiality and data protection obligations, fraud, and amounts owed, each party's total liability in any 12-month period is limited to the amounts paid by us to you under this Agreement in the 3 months before the claim. Nothing limits liability that cannot be limited by law.

10Term and ending the agreement

This Agreement continues until ended. Either party may end it by giving 30 days' written notice. Either party may end it immediately if the other materially breaches it, commits fraud, becomes insolvent, or if continuing would be unlawful. Any unused prepaid amounts must be refunded within 30 days of the end of the Agreement, and confidentiality, indemnity and liability terms continue to apply.

11Governing law

This Agreement and any dispute arising out of or in connection with it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.