Master Terms of Service
Effective / last updated: July 29, 2026
Introduction
SAGECOM INC.
MASTER TERMS OF SERVICE
Enterprise Cloud Communications, AI Services & Software Platform Agreement
Governing Agreement for Sagecom Products and Services Version: 2026.1 Enterprise Edition EƯective Date: July 29, 2026 Last Updated: July 29, 2026 Document Classification: Customer-Facing Legal Agreement Document Owner: Legal & Compliance Department Approved By: Executive Management
Applicable Services This Master Terms of Service governs the purchase, access to, and use of Sagecom's products, software, cloud services, artificial intelligence solutions, telecommunications services, APIs, customer portals, and professional services, including, where applicable: Cloud PBX Unified Communications as a Service (UCaaS) Hosted Voice Virtual OƯice SIP Trunking Business Messaging AI Receptionists AI Voice Agents AI Customer Service Agents AI Sales Agents
AI Workflow Automation AI Knowledge Base Services AI Call Analytics AI Conversation Intelligence AI APIs Communications APIs Customer Portal Professional Services Implementation Services Training Services Managed Services Technical Support Future Sagecom products and services incorporated into this Agreement.
Legal Framework This Master Terms of Service is the primary governing agreement for all Sagecom Services and incorporates, where applicable, the following policies and agreements by reference: Enterprise Privacy & Cookies Policy Data Processing Addendum (DPA) AI Services Terms AI Transparency & Responsible Use Policy Communications & Call Recording Policy Service Level Agreement (SLA) Acceptable Use Policy Customer Support & Onboarding Policy Refund & Cancellation Policy
Any applicable Order Form, Service Attachment, Statement of Work (SOW), Enterprise Agreement, or Subscription Agreement.
Copyright Notice © 2026 Sagecom Inc. All rights reserved. No portion of this document may be reproduced, distributed, modified, published, or transmitted in any form or by any means without the prior written consent of Sagecom Inc., except as permitted by applicable law or an executed agreement with Sagecom.
Confidentiality Notice This document contains the standard contractual terms governing Sagecom's products and services. Certain versions of this Agreement may contain confidential commercial terms, pricing schedules, service descriptions, or negotiated provisions intended solely for the authorised Customer. Such information shall be treated as Confidential Information in accordance with this Agreement and any applicable non-disclosure obligations.
Document Control Document Information Details Document Title Master Terms of Service Organisation Sagecom Inc. Version 2026.1 Enterprise Edition Document Type Enterprise Legal Agreement Primary Audience Customers, Enterprise Customers, Partners, Resellers, Legal Counsel and Procurement Teams EƯective Date July 29, 2026 Last Updated July 29, 2026
Document Information Details Approved By Management Next Scheduled Review __________________
Sagecom Inc. Cloud Communications Simplified Enterprise Cloud Communications • Artificial Intelligence • Unified Communications • Business Telephony • APIs • Automation
Table of Contents
Part I – General Provisions
3.7 Order of Precedence
In the event of any inconsistency between documents forming part of the contractual relationship, the following order of precedence shall apply unless Applicable Law requires otherwise:
6.6 Trial Services
From time to time, Sagecom may oƯer trial, evaluation, beta, preview, proof-of-concept, pilot, or demonstration Services ("Trial Services") at its sole discretion. Trial Services are provided solely for evaluation purposes and may include limited functionality, reduced service levels, or temporary access to products not yet generally available. Unless otherwise stated: Trial Services are provided "AS IS" and "AS AVAILABLE"; Trial Services may be modified, suspended, or discontinued at any time without prior notice; Service Level Agreements (SLAs) do not apply to Trial Services; Trial Services may not include technical support, backup services, disaster recovery, or production-level availability; Customer data processed during Trial Services may be subject to reduced retention periods consistent with Sagecom's Enterprise Privacy & Cookies Policy. The Customer is responsible for ensuring that Trial Services are suitable for evaluation purposes and should not rely upon Trial Services for production, mission-critical, emergency, healthcare, financial, legal, or other high-risk business operations. Unless otherwise agreed in writing: Trial Services automatically expire at the conclusion of the applicable evaluation period; continued use of the applicable Service after the trial period requires purchase of a commercial subscription; Sagecom may delete Trial Service data following expiration of the evaluation period in accordance with its Data Retention & Secure Disposal Policy. Nothing in this Section obligates Sagecom to make Trial Services commercially available or to continue supporting any beta, preview, or evaluation functionality.
Part III – Service-Specific Terms
14.5 Custom Development
Where expressly agreed in writing, Sagecom may provide custom software development, configuration, automation, or engineering services. Custom Development may include: custom AI workflows; API development; webhook development;
CRM integrations; telecommunications integrations; reporting dashboards; software enhancements; automation scripts; custom business logic; Customer Portal enhancements; application extensions; and other agreed development services. Unless otherwise expressly stated in a fully executed Statement of Work or Enterprise Agreement: Sagecom retains all right, title, and interest in its pre-existing software, source code, development tools, libraries, frameworks, templates, AI models, APIs, methodologies, know-how, documentation, and other proprietary technology ("Background Technology"); the Customer retains ownership of its Customer Content, proprietary data, business processes, workflows, prompts, knowledge bases, and other materials supplied to Sagecom; upon payment in full of all applicable Fees, the Customer receives a non-exclusive, non-transferable, non-sublicensable licence to use any custom deliverables solely in connection with the Services and for the Customer's internal business purposes, unless broader rights are expressly granted in writing; no ownership rights in Sagecom's Background Technology, software platform, AI technologies, or intellectual property are transferred to the Customer by virtue of any Custom Development. Any modification to the agreed project scope, specifications, milestones, deliverables, assumptions, or acceptance criteria shall be managed through Sagecom's change control process and may require execution of a written change order and adjustment of project fees, timelines, or deliverables.
Unless expressly warranted in writing, Custom Development services are provided using commercially reasonable skill and care and are subject to the warranty, limitation of liability, and intellectual property provisions of this Agreement.
Part IV – Commercial Terms
17.6 Suspension
Without limiting any other rights available under this Agreement or Applicable Law, Sagecom may suspend, restrict, or disable all or part of the Services immediately, with or without prior notice where reasonably necessary, if Sagecom reasonably believes that: the Customer has materially breached this Agreement; the Services are being used unlawfully; fraudulent or suspicious activity has been detected; telecommunications abuse is occurring; AI Services are being misused; API abuse has occurred; the Customer has failed to pay undisputed Fees when due, following any applicable notice period; continued operation presents a security risk; suspension is necessary to protect Sagecom's network, infrastructure, personnel, Customers, or third parties; suspension is required to comply with Applicable Law, regulatory requirements, court orders, law enforcement requests, or carrier obligations. Where commercially reasonable and not prohibited by law, Sagecom will use reasonable eƯorts to notify the Customer of the reason for the suspension and, where appropriate, provide an opportunity to remedy the underlying issue.
During any period of suspension: recurring subscription Fees may continue to accrue unless otherwise required by Applicable Law or expressly agreed in writing; Sagecom may deny access to the aƯected Services; Sagecom may preserve Customer Content in accordance with its Data Retention & Secure Disposal Policy; the Customer shall remain responsible for all obligations under this Agreement. Sagecom will use commercially reasonable eƯorts to restore suspended Services after the Customer has remedied the issue giving rise to the suspension, provided restoration is technically feasible, legally permissible, and consistent with Sagecom's security and operational requirements. Nothing in this Section limits Sagecom's right to terminate this Agreement where termination is otherwise authorised under this Agreement or Applicable Law.
Part V – Privacy, Security & Compliance
21.8 Customer Proprietary Network Information (CPNI)
To the extent applicable under United States telecommunications laws and regulations, Sagecom will protect Customer Proprietary Network Information ("CPNI") in accordance with applicable legal and regulatory requirements. CPNI may include information relating to: subscribed telecommunications services; service usage; call detail records; billing information; service configuration; telecommunications features; destination information; network usage information; other information protected under applicable telecommunications regulations. Sagecom will use, disclose, and protect CPNI only as permitted by Applicable Law, the Customer's instructions where appropriate, and the Enterprise Privacy & Cookies Policy. Where required by law, Sagecom may implement identity verification procedures before disclosing CPNI or making changes to Customer telecommunications services. The Customer shall cooperate with Sagecom's reasonable authentication procedures designed to protect CPNI from unauthorised access or disclosure.
For the avoidance of doubt, the Enterprise Privacy & Cookies Policy and Communications & Call Recording Policy constitute the authoritative documents governing Sagecom's telecommunications privacy programme, CPNI protections, call recording practices, messaging governance, emergency communications, and related compliance obligations. This Section incorporates those policies into this Agreement and shall not be interpreted as limiting, replacing, or modifying any rights, obligations, or protections established under those policies or Applicable Law.
Part VI – Intellectual Property & Confidentiality
23.4 Required Disclosures
A Receiving Party may disclose Confidential Information where such disclosure is required by: Applicable Law; court order; subpoena;
governmental investigation; regulatory authority; law enforcement agency; securities exchange requirements; or other legally binding process. Where legally permitted, the Receiving Party shall: promptly notify the Disclosing Party before making the disclosure; provide reasonable details regarding the requested disclosure; cooperate with the Disclosing Party in seeking confidential treatment, protective orders, or other appropriate legal remedies; disclose only the minimum Confidential Information legally required. Nothing in this Agreement prevents Sagecom from disclosing Customer information where necessary to: comply with Applicable Law; respond to lawful governmental requests; comply with telecommunications regulations; investigate fraud, abuse, or security incidents; protect the rights, property, or safety of Sagecom, its Customers, or third parties; enforce this Agreement. Such disclosures shall be made in accordance with the Enterprise Privacy & Cookies Policy, Data Processing Addendum, and Applicable Privacy Laws. For the avoidance of doubt: the Enterprise Privacy & Cookies Policy governs the collection, processing, disclosure, retention, international transfer, and protection of Personal Data and Customer Content; the Data Processing Addendum governs Sagecom's Processor obligations where Personal Data is processed on behalf of the Customer;
the AI Services Terms govern the handling of AI prompts, AI-generated content, Customer Knowledge Bases, AI workflows, and related AI-specific information; the Information Security Program establishes the technical and organisational safeguards used to protect Confidential Information and regulated data. This Section establishes the parties' general confidentiality obligations and shall be interpreted consistently with the incorporated policies and Applicable Law. Where a conflict exists with respect to the processing of Personal Data, the Data Processing Addendum shall prevail solely to the extent of that conflict.Part VII – Warranties & Liability
26.3 Exceptions
Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is prohibited by Applicable Law. Subject to the foregoing, the liability limitations contained in this Section shall not apply solely to: Sagecom's express indemnification obligations under Section 25.2, subject to the limitations and exclusions contained therein; either party's fraud or fraudulent misrepresentation, where liability cannot legally be limited; either party's wilful misconduct, but only to the extent limitation is prohibited by Applicable Law. For the avoidance of doubt, and except where expressly prohibited by Applicable Law, the limitations of liability contained in this Section shall apply to claims arising from or relating to: privacy or data protection incidents; cybersecurity incidents; unauthorised access; telecommunications service interruptions; carrier failures; internet outages; cloud infrastructure failures; third-party software; third-party APIs; artificial intelligence services; AI-generated content;
AI recommendations; AI workflow automation; Customer reliance on AI outputs; implementation services; Professional Services; data migration; Customer configurations; integrations; number portability delays; messaging services; emergency calling limitations; business interruption; force majeure events; and any act or omission of third-party providers upon whom the Services depend. The Customer expressly acknowledges that Sagecom does not control the public internet, telecommunications carrier networks, cloud infrastructure providers, artificial intelligence providers, or third-party platforms integrated with the Services. Accordingly, Sagecom assumes no liability for failures, interruptions, delays, inaccuracies, outages, or degradation attributable to such third parties except to the extent directly caused by Sagecom's gross negligence or wilful misconduct. The remedies expressly set forth in this Agreement are the Customer's sole and exclusive remedies for any claim arising out of or relating to the Services.
Part VIII – Service Lifecycle
28.4 Data Return
Subject to Applicable Law, the Enterprise Privacy & Cookies Policy, the Data Processing Addendum ("DPA"), applicable retention requirements, and payment of all outstanding undisputed Fees, Sagecom will provide the Customer with a reasonable opportunity to retrieve Customer Content following termination. Unless otherwise specified in an Enterprise Agreement, Statement of Work, or applicable Service Attachment: Customer requests for data export should be submitted before or within thirty (30) days following termination; Sagecom may provide Customer Content in a commercially reasonable format determined by Sagecom; Professional Services Fees may apply where data extraction, migration assistance, or custom export services are requested; Sagecom is not required to convert Customer Content into proprietary formats or formats not reasonably supported by its systems. Following expiration of the applicable retrieval period, Sagecom may securely delete, anonymise, archive, or otherwise dispose of Customer Content in accordance with: the Enterprise Privacy & Cookies Policy; the Data Processing Addendum; Sagecom's Data Retention & Secure Disposal Policy; Applicable Law; and legitimate legal, regulatory, audit, fraud prevention, security, and business continuity requirements. Notwithstanding the foregoing, Sagecom may retain limited records, logs, billing information, audit records, security records, backup media, and other information for the period reasonably necessary to:
comply with Applicable Law; satisfy regulatory obligations; resolve disputes; establish, exercise, or defend legal claims; prevent fraud; maintain security; enforce this Agreement; or comply with documented internal retention schedules. For the avoidance of doubt, the Enterprise Privacy & Cookies Policy and the Data Processing Addendum are the authoritative documents governing data retention, return, deletion, international transfers, security safeguards, and Personal Data processing. This Part VIII establishes the contractual service lifecycle and shall be interpreted consistently with those incorporated documents.
Part IX – Legal & Regulatory
33. Electronic Communications & Electronic Signatures
The parties agree that this Agreement, all Order Forms, Statements of Work, invoices, notices, amendments, renewals, and other communications may be executed, delivered, accepted, retained, and enforced in electronic form. To the fullest extent permitted by Applicable Law: electronic signatures shall have the same legal eƯect as handwritten signatures; electronic records shall satisfy any legal requirement that a document be in writing; electronic acceptance through the Customer Portal, Sagecom's website, online ordering systems, or other approved electronic platforms constitutes legally binding acceptance of this Agreement. The Customer consents to receive electronically: invoices; receipts; service notifications; billing communications; legal notices; security notifications;
maintenance notices; privacy updates; policy updates; renewal notices; product announcements; and other communications relating to the Services. The Customer is responsible for maintaining valid email addresses and ensuring that communications from Sagecom are not blocked by spam filters or other security controls. Sagecom may rely upon any electronic instruction, request, approval, acceptance, or authorisation reasonably believed to originate from the Customer or an Authorised User. The Customer bears sole responsibility for maintaining the confidentiality and security of credentials used to access electronic systems and execute electronic transactions. For the avoidance of doubt, this Section applies to all agreements, incorporated policies, amendments, renewals, Order Forms, Statements of Work, Service Attachments, AI Services Terms, Data Processing Addenda, Privacy Policies, invoices, and other contractual documents exchanged between the parties in connection with the Services.
Part X – General Provisions The provisions contained in this Part X govern the interpretation, administration, and enforcement of this Agreement and shall apply to all Services unless expressly modified by an executed Enterprise Agreement, Order Form, Statement of Work ("SOW"), or Service Attachment. These provisions shall survive to the extent necessary to give eƯect to the rights and obligations of the parties following expiration or termination of this Agreement.
44. Miscellaneous
This Agreement shall be interpreted fairly according to its terms and shall not be construed against either party solely because one party drafted or participated in drafting the Agreement. Headings and section titles are included solely for convenience and shall not aƯect interpretation. References to statutes, regulations, governmental guidance, industry standards, or technical specifications include any amendments, successor legislation, replacements, or updates thereto. Words such as "including, " "includes, " and "including without limitation" shall be interpreted as illustrative rather than restrictive. Nothing contained in this Agreement shall prevent Sagecom from: improving or modifying the Services; replacing underlying technologies; changing cloud infrastructure providers; engaging subcontractors; introducing new products or features; discontinuing obsolete products or functionality; complying with Applicable Law, governmental requests, or regulatory obligations; protecting its networks, systems, customers, intellectual property, or business operations. The Customer acknowledges that cloud communications, artificial intelligence services, telecommunications services, APIs, and software services evolve continuously. Sagecom reserves the right to implement operational, technical, architectural, security, regulatory, or
service improvements that do not materially diminish the overall functionality of the subscribed Services. This Agreement shall be interpreted consistently with the Enterprise Privacy & Cookies Policy, Data Processing Addendum (DPA), AI Services Terms, AI Transparency & Responsible Use Policy, Communications & Call Recording Policy, Service Level Agreement (SLA), Acceptable Use Policy, and all other incorporated documents. Collectively, these documents constitute Sagecom's Enterprise Legal Framework governing the provision and use of the Services. Where a conflict exists, the Order of Precedence set forth in Section 3.7 shall govern. Except where expressly prohibited by Applicable Law, all rights and remedies available to Sagecom under this Agreement are cumulative and may be exercised independently or concurrently. No remedy provided in this Agreement shall be deemed exclusive unless expressly stated otherwise.
Appendix C – Document Revision History
Part I – General Provisions
1.1 Purpose of this Agreement
These Master Terms of Service ("Agreement") establish the legal terms and conditions governing the purchase, access to, and use of the products, software, cloud services, telecommunications services, artificial intelligence ("AI") services, application programming interfaces ("APIs"), customer portals, professional services, and other solutions provided by Sagecom Inc. ("Sagecom, " "we, " "our, " or "us"). This Agreement is intended to provide a comprehensive contractual framework that defines the respective rights, responsibilities, and obligations of Sagecom and its Customers. It applies to all Services provided by Sagecom unless expressly governed by a separately executed written agreement. The purpose of this Agreement is to: establish the contractual relationship between Sagecom and the Customer; define the terms governing access to and use of the Services; protect the rights and intellectual property of both parties; establish operational, commercial, privacy, security, and compliance obligations; provide a consistent legal framework across Sagecom's product portfolio; incorporate related policies and agreements by reference; and support regulatory compliance, responsible AI practices, and secure delivery of cloud communications services. This Agreement shall be interpreted in a commercially reasonable manner consistent with applicable telecommunications, software-as-a-service (SaaS), cloud computing, artificial intelligence, privacy, and commercial contracting principles.
1.2 Scope
This Agreement applies to all products and services oƯered by Sagecom, whether provided directly or through an authorised reseller, partner, distributor, aƯiliate, or other approved sales channel. Covered Services include, without limitation: Cloud PBX Unified Communications as a Service (UCaaS) Hosted Voice Services Virtual OƯice Services SIP Trunking Business Messaging Services AI Receptionists AI Voice Agents AI Customer Service Agents AI Sales Agents AI Workflow Automation AI Knowledge Base Services AI Call Analytics AI Conversation Intelligence AI APIs Communications APIs Customer Portal Professional Services Managed Services Implementation Services Training Services Technical Support Services Software applications
Mobile applications Web-based services Future Sagecom products, enhancements, upgrades, or replacement services. This Agreement governs all Customer use of the Services, including access by authorised users, administrators, employees, contractors, agents, aƯiliates, and any other individual or entity acting on the Customer's behalf. Certain Services may be subject to additional service-specific terms, order forms, statements of work, service attachments, or regulatory requirements. Where applicable, those documents supplement this Agreement and shall be interpreted together.
1.3 Agreement Structure
This Agreement serves as the primary contractual document governing the Customer's use of Sagecom Services. To provide a comprehensive and modular legal framework, this Agreement incorporates by reference the following documents, each of which forms an integral part of the contractual relationship between the parties where applicable: Enterprise Privacy & Cookies Policy Data Processing Addendum (DPA) AI Services Terms AI Transparency & Responsible Use Policy Communications & Call Recording Policy Service Level Agreement (SLA) Acceptable Use Policy Customer Support & Onboarding Policy Refund & Cancellation Policy Applicable Order Forms Statements of Work (SOWs) Service Attachments
Enterprise Agreements Professional Services Agreements Product-specific documentation published by Sagecom. Each document addresses a distinct subject matter and should be interpreted together with this Agreement. Unless expressly stated otherwise, this Agreement shall prevail over product documentation and marketing materials. The order of precedence for all incorporated documents is set forth in Section 3.7 of this Agreement.
1.4 Acceptance of Terms
By accessing, registering for, purchasing, activating, provisioning, using, administering, or continuing to use any Sagecom Service, the Customer acknowledges that it has read, understood, and agrees to be legally bound by this Agreement and all documents incorporated by reference. Acceptance of this Agreement may occur through one or more of the following actions: executing an Order Form, Subscription Agreement, Master Services Agreement, Enterprise Agreement, or Statement of Work; electronically accepting this Agreement through Sagecom's website, Customer Portal, or other electronic platform; clicking an "Accept, " "Agree, " "Purchase, " "Activate, " or similar acceptance mechanism; activating or provisioning Services; paying an invoice relating to the Services; accessing or using any Sagecom Service after this Agreement has been made available; or authorising another individual to accept this Agreement on the Customer's behalf. If the individual accepting this Agreement is acting on behalf of a company or other legal entity, that individual represents and warrants that they have full legal authority to bind that entity to this Agreement.
If the individual does not possess such authority, or does not agree to these terms, they must not access or use the Services. The Customer is responsible for ensuring that all authorised users comply with this Agreement. Any act or omission of an authorised user shall be deemed an act or omission of the Customer.
1.5 Changes to this Agreement
Sagecom may amend, update, or modify this Agreement from time to time to reflect: changes in applicable laws or regulations; developments in telecommunications, cloud computing, cybersecurity, or artificial intelligence; introduction of new products or services; changes to existing Service functionality; operational improvements; evolving security requirements; industry best practices; or business or commercial requirements. Where a proposed change materially aƯects the Customer's rights or obligations, Sagecom will provide reasonable notice through one or more of the following methods: publication on the Sagecom website; notification through the Customer Portal; email to the Customer's designated administrative contact; inclusion with billing communications; or other commercially reasonable means. Unless otherwise required by Applicable Law or an executed written agreement, revised terms become eƯective on the date specified in the notice. The Customer's continued access to or use of the Services after the eƯective date of the revised Agreement constitutes acceptance of the updated terms.
If the Customer does not agree to a material modification, the Customer's sole remedy is to discontinue use of the aƯected Services and, where permitted under the applicable Agreement, terminate the aƯected subscription in accordance with the termination provisions of this Agreement. No modification, amendment, waiver, or variation of this Agreement shall be binding upon Sagecom unless made in writing or published through an authorised Sagecom communication. No reseller, distributor, partner, employee, contractor, or agent is authorised to modify this Agreement except through a written agreement executed by an authorised representative of Sagecom.
2.1 Definitions
For purposes of this Agreement, the following capitalised terms shall have the meanings set forth below. Capitalised terms not defined herein shall have the meanings assigned in the applicable Service Attachments, incorporated policies, or other governing documents. Acceptable Use Policy or "AUP" Means Sagecom's Acceptable Use Policy, as amended from time to time, which establishes permitted and prohibited uses of the Services and is incorporated into this Agreement by reference.
AƯiliate Means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the ability to direct the management and policies of such entity.
Agreement Means these Master Terms of Service together with all documents incorporated by reference, including applicable Order Forms, Service Attachments, Statements of Work ("SOWs"), the Enterprise Privacy & Cookies Policy, Data Processing Addendum ("DPA"), AI Services Terms, Service Level Agreement ("SLA"), Acceptable Use Policy, Communications & Call Recording Policy, AI Transparency & Responsible Use Policy, Customer Support &
Onboarding Policy, Refund & Cancellation Policy, and any amendments or addenda executed by the parties.
Artificial Intelligence or "AI" Means machine learning, natural language processing, speech recognition, speech synthesis, generative artificial intelligence, intelligent automation, predictive analytics, large language models, conversational AI, and other computational technologies that analyse, generate, classify, interpret, or automate information.
AI Services Means any artificial intelligence-enabled products or services provided by Sagecom, including AI Receptionists, AI Voice Agents, AI Customer Service Agents, AI Sales Agents, AI Workflow Automation, AI Knowledge Bases, AI Conversation Intelligence, AI APIs, AI Call Analytics, transcription, summarisation, and related capabilities.
Authorised User Means an employee, contractor, consultant, agent, representative, or other individual authorised by the Customer to access or use the Services under the Customer's account.
Business Day Means any day other than a Saturday, Sunday, or public holiday observed in the State of Florida, United States, unless otherwise specified in an applicable Service Attachment or Order Form.
Cloud Services Means software, telecommunications, AI, hosting, communications, infrastructure, APIs, and related services provided by Sagecom over the internet or other managed networks.
Confidential Information
Means all non-public information disclosed by one party to the other, whether oral, written, electronic, visual, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential by its nature, including business plans, technical information, pricing, software, trade secrets, Customer Content, security information, and proprietary technology. Confidential Information does not include information that: is publicly available through no fault of the receiving party; was lawfully known prior to disclosure; is independently developed without reference to the disclosing party's Confidential Information; or is lawfully obtained from an independent third party without confidentiality restrictions.
Customer Means the individual, business, organisation, governmental entity, educational institution, healthcare provider, reseller, or other legal entity purchasing, subscribing to, or otherwise using the Services.
Customer Content Means all information, data, documents, recordings, prompts, communications, knowledge bases, software, files, databases, voice recordings, transcripts, AI prompts, AI outputs, configurations, workflows, and other materials submitted, uploaded, transmitted, stored, generated, or processed by or on behalf of the Customer using the Services. Customer Content remains the property of the Customer except as otherwise provided in this Agreement.
Customer Portal Means Sagecom's secure online portal through which Customers may administer accounts, manage subscriptions, configure Services, access billing information, review analytics, submit support requests, and perform other administrative functions.
Documentation Means Sagecom's user guides, technical specifications, implementation guides, API documentation, knowledge base articles, and other documentation made available by Sagecom relating to the Services.
EƯective Date Means the earliest of: the date an Order Form is executed; the date the Customer first accesses or uses the Services; the date Services are activated; the date this Agreement is otherwise accepted in accordance with Section 1.4.
Fees Means all recurring, one-time, usage-based, implementation, professional service, regulatory, or other charges payable by the Customer under this Agreement.
Order Form Means a written or electronic ordering document, quotation, subscription order, purchase order accepted by Sagecom, online order, or other commercial document describing the Services purchased by the Customer.
Personal Data Means any information relating to an identified or identifiable natural person as defined under Applicable Privacy Laws.
Professional Services
Means consulting, implementation, integration, migration, configuration, training, development, project management, technical advisory, and other professional services performed by Sagecom.
Services Means all products and services oƯered by Sagecom under this Agreement, including but not limited to: Cloud PBX; Unified Communications as a Service (UCaaS); Hosted Voice; Virtual OƯice; SIP Trunking; Business Messaging; AI Services; Communications APIs; Customer Portal; Professional Services; Managed Services; technical support; software; websites; mobile applications; and future products and enhancements oƯered by Sagecom.
Service Attachment Means a product-specific supplement to this Agreement establishing additional terms applicable to a particular Sagecom Service.
Service Level Agreement or "SLA" Means Sagecom's Service Level Agreement describing applicable service availability objectives, support commitments, maintenance windows, response times, and service credits.
Subscription Term Means the period during which the Customer is authorised to access and use the Services as specified in the applicable Order Form or Subscription Agreement.
Third-Party Services Means products, software, telecommunications services, applications, APIs, cloud platforms, payment processors, AI providers, CRM platforms, messaging services, or other oƯerings provided by parties other than Sagecom that interoperate with or are used in connection with the Services.
2.2 Interpretation
Unless the context clearly requires otherwise: words importing the singular include the plural and vice versa; references to one gender include all genders; references to persons include individuals, corporations, partnerships, limited liability companies, governmental entities, and other legal entities; references to statutes include amendments, successor legislation, regulations, and implementing guidance; references to "writing" include electronic communications and records where legally recognised; references to days mean calendar days unless expressly stated otherwise; references to Business Days refer to the definition set forth in this Agreement;
headings and titles are included solely for convenience and shall not aƯect interpretation.
2.3 Rules of Construction
This Agreement shall be interpreted in accordance with the following principles:
1. The words "including, " "includes, " "such as, " and similar expressions shall be
interpreted as "including without limitation. "
2. References to a document include any amendment, replacement, or successor
version of that document.
3. References to the Services include any upgrades, updates, enhancements,
modifications, or replacement services provided by Sagecom.
4. Examples are illustrative only and do not limit the general application of the
provision in which they appear.
5. No ambiguity shall be interpreted against either party solely because that party
drafted or participated in drafting this Agreement.
6. References to Applicable Law include all laws, regulations, regulatory guidance,
judicial decisions, and legally binding governmental requirements applicable to the subject matter of this Agreement.
7. The invalidity or unenforceability of any provision shall not aƯect the validity or
enforceability of the remaining provisions.
2.4 Order of Interpretation
To ensure consistency across Sagecom's Enterprise Legal Framework, the following order of precedence shall apply in the event of any inconsistency, unless expressly stated otherwise or required by Applicable Law:
15. Product Documentation, Knowledge Base articles, implementation guides,
technical specifications, and other informational materials. If a conflict relates exclusively to AI Services, the AI Services Terms shall prevail over other incorporated policies to the extent of that conflict. If a conflict relates exclusively to privacy or data processing obligations, the Data Processing Addendum and Enterprise Privacy & Cookies Policy shall govern to the extent required by Applicable Privacy Laws. This hierarchy is intended to provide clarity while ensuring that specialised agreements govern their respective subject matter without aƯecting the validity of the remaining provisions of this Agreement.
3.1 Contract Formation
This Agreement becomes legally binding upon the earlier of: a. the execution of an Order Form, Subscription Agreement, Master Services Agreement ("MSA"), Enterprise Agreement, Statement of Work ("SOW"), or other written agreement referencing these Master Terms of Service; b. the Customer's electronic acceptance of this Agreement through Sagecom's website, Customer Portal, application, or other electronic platform; c. the Customer's activation, provisioning, implementation, or use of any Service;
d. Sagecom's acceptance of the Customer's order for Services; e. payment of any invoice relating to the Services; or f. any other action demonstrating the Customer's acceptance of this Agreement. The individual accepting this Agreement on behalf of a Customer represents and warrants that they possess the legal authority to bind the Customer to this Agreement. If the individual lacks such authority, the individual shall not accept this Agreement or use the Services. The Customer acknowledges that use of the Services constitutes acceptance of this Agreement, whether or not the Customer has executed a written copy. This Agreement supersedes all prior oral or written discussions, proposals, quotations, marketing materials, or understandings relating to its subject matter, except for any executed agreement expressly intended to survive or replace this Agreement.
3.2 Order Forms
Services are generally purchased through one or more written or electronic Order Forms issued or accepted by Sagecom. Each Order Form may identify, as applicable: subscribed Services; subscription quantities; service plans; pricing; implementation fees; recurring charges; usage-based charges; contract term; renewal terms; billing frequency; service commencement date;
implementation milestones; authorised Customer contacts; special commercial terms. Each executed or electronically accepted Order Form forms part of this Agreement and is incorporated herein by reference. Unless expressly stated otherwise in an Order Form: Services commence upon activation or provisioning by Sagecom; pricing excludes applicable taxes, regulatory fees, and government-imposed charges; subscriptions are non-exclusive and non-transferable; additional Services may be added through subsequent Order Forms. If multiple Order Forms exist, each Order Form shall be interpreted together with this Agreement unless expressly superseded.
3.3 Statements of Work
Where Sagecom provides implementation, consulting, migration, integration, development, training, or other Professional Services, the parties may execute one or more Statements of Work ("SOWs"). An SOW may include: project scope; objectives; deliverables; assumptions; milestones; project schedule; acceptance criteria; Customer responsibilities;
Sagecom responsibilities; dependencies; pricing; payment milestones; change management procedures; project governance. An SOW supplements this Agreement and applies only to the Professional Services identified therein. Unless expressly agreed otherwise: changes to scope shall be managed through a written change request or change order; Sagecom is not responsible for delays caused by Customer inaction, third-party dependencies, inaccurate information, or events beyond Sagecom's reasonable control; implementation dates are estimates unless expressly stated as binding milestones.
3.4 Service Attachments
Certain Services are subject to additional product-specific terms contained in one or more Service Attachments. Service Attachments provide operational, commercial, regulatory, or technical provisions specific to a particular Service and supplement this Agreement. Service Attachments may include, without limitation: Cloud PBX Services; Unified Communications as a Service (UCaaS); Hosted Voice Services; Virtual OƯice Services; SIP Trunking; Business Messaging;
Communications APIs; Customer Portal; AI Receptionists; AI Voice Agents; AI Customer Service Agents; AI Sales Agents; AI Workflow Automation; AI Knowledge Base Services; Professional Services; Managed Services; future Sagecom products and services. Where a Service Attachment applies to a subscribed Service, the Customer agrees to comply with both this Agreement and the applicable Service Attachment. Unless expressly stated otherwise, Service Attachments do not replace this Agreement but supplement it with Service-specific provisions.
3.5 Enterprise Agreements
Customers may enter into separately negotiated agreements with Sagecom, including: Enterprise Agreements; Master Services Agreements (MSAs); Government Agreements; Education Agreements; Healthcare Agreements; Partner Agreements; Reseller Agreements; Strategic Customer Agreements; Framework Agreements;
Global Purchasing Agreements. Where executed by authorised representatives of both parties, an Enterprise Agreement may modify or supplement specific provisions of this Agreement. Unless expressly stated otherwise, this Agreement continues to govern all matters not specifically addressed or modified by the Enterprise Agreement. No quotation, purchase order, procurement document, vendor registration form, or Customer-generated document shall modify this Agreement unless Sagecom expressly agrees in writing.
3.6 Incorporated Policies
The following Sagecom policies and agreements, as amended from time to time, are incorporated into and form part of this Agreement by reference to the extent applicable to the Services purchased by the Customer: Enterprise Privacy & Cookies Policy; Data Processing Addendum (DPA); AI Services Terms; AI Transparency & Responsible Use Policy; Communications & Call Recording Policy; Service Level Agreement (SLA); Acceptable Use Policy (AUP); Customer Support & Onboarding Policy; Refund & Cancellation Policy; applicable Service Attachments; applicable Statements of Work; applicable Order Forms; implementation documentation; technical documentation; API documentation;
Customer Portal terms; other policies expressly incorporated into this Agreement. Each incorporated policy addresses a distinct area of governance and shall be interpreted together with this Agreement. Updated versions of incorporated policies may be published periodically to reflect changes in law, technology, industry standards, security practices, operational requirements, or Sagecom's Services. Material changes to incorporated policies will become eƯective in accordance with the notice provisions contained in this Agreement or as otherwise required by Applicable Law.
3. Executed Order Form, Subscription Agreement, or Statement of Work (SOW), solely
with respect to the Services or Professional Services identified therein.
4. Data Processing Addendum (DPA), solely with respect to the Processing of Personal
Data.
15. Product documentation, API documentation, implementation guides, technical
specifications, knowledge base articles, marketing materials, and other informational content. Where a conflict concerns a specific Service, the applicable Service Attachment shall govern that Service only to the extent of the inconsistency. Where a conflict concerns the Processing of Personal Data, the Data Processing Addendum shall prevail over this Agreement solely with respect to Personal Data processing obligations. Where a conflict concerns AI-specific functionality, governance, or operational requirements, the AI Services Terms and AI Transparency & Responsible Use Policy shall govern those matters to the extent of the inconsistency. Except as expressly provided above, this Agreement remains the primary governing contract between Sagecom and the Customer, and all incorporated documents shall be interpreted to give eƯect to the parties' intent and to operate harmoniously wherever reasonably possible.
Part II – Sagecom Services
4.1 Cloud PBX
Sagecom's Cloud PBX is a hosted business telephone system delivered as a cloud-based service that enables Customers to manage enterprise voice communications without maintaining on-premises private branch exchange equipment. Cloud PBX Services may include, where applicable: business telephone numbers; direct inward dial (DID) numbers; local, national, and international calling; extension management; auto attendants;
interactive voice response (IVR); hunt groups; ring groups; voicemail; voicemail-to-email; call forwarding; call transfer; simultaneous ring; call recording; call queues; conferencing; mobile and desktop applications; administrator portal; reporting and analytics; and integrations with supported third-party applications. Cloud PBX functionality may vary depending upon the subscribed service plan and purchased features.
4.2 Unified Communications as a Service (UCaaS)
Sagecom's Unified Communications as a Service ("UCaaS") platform integrates voice, messaging, collaboration, video, presence, and productivity tools within a unified cloud environment. UCaaS features may include: business telephony; team messaging; video meetings; collaboration tools;
presence management; voicemail; mobile applications; desktop applications; contact management; file sharing; business integrations; communications analytics; and AI-assisted collaboration features. Certain UCaaS features may rely upon third-party platforms or integrations that are governed by their respective terms and conditions.
4.3 Hosted Voice
Sagecom's Hosted Voice Services provide cloud-hosted voice communications for business Customers using internet-based telecommunications infrastructure. Hosted Voice Services may include: inbound and outbound calling; hosted telephone numbers; SIP-based communications; business voicemail; call routing; call forwarding; business continuity routing; disaster recovery routing; conferencing; extension management; and cloud administration.
Service quality may depend upon the Customer's internet connectivity, network configuration, equipment, and other factors beyond Sagecom's reasonable control.
4.4 Virtual OƯice
The Virtual OƯice service enables organisations and remote personnel to communicate using cloud-hosted business communications regardless of physical location. Virtual OƯice Services may include: business telephone numbers; extension services; mobile applications; desktop softphones; voicemail; auto attendants; follow-me routing; call forwarding; conferencing; business messaging; remote administration; presence indicators; and cloud-based collaboration tools. Customers are responsible for ensuring adequate internet connectivity and compatible devices for remote users.
4.5 SIP Trunking
Sagecom's SIP Trunking Services provide internet-based voice connectivity between Customer telecommunications equipment and the public switched telephone network ("PSTN") or other communications networks. SIP Trunking Services may include: SIP session capacity; inbound and outbound calling; telephone number assignment; number portability; failover routing; geographic redundancy; business continuity options; emergency calling capabilities where available; and interoperability with supported customer equipment. Customers remain responsible for ensuring compatibility of their own telecommunications equipment unless Sagecom has expressly agreed to provide managed interoperability services.
4.6 Business Messaging
Sagecom may provide business messaging services supporting communications through various electronic messaging channels. Business Messaging Services may include: SMS messaging; MMS messaging; business notifications; customer communications; appointment reminders; authentication messages;
AI-generated messaging; marketing campaigns; workflow automation; and API-driven messaging. Customers shall comply with all applicable laws governing electronic communications, including consent, marketing, privacy, and anti-spam requirements. Sagecom reserves the right to suspend messaging services that violate Applicable Law, carrier requirements, or the Acceptable Use Policy.
4.7 Customer Portal
The Customer Portal provides Customers with secure online access to account administration and service management tools. The Customer Portal may allow Customers to: administer Services; manage users; configure extensions; provision services; manage telephone numbers; review invoices; make payments; submit support requests; monitor service usage; configure AI services; manage integrations; review analytics; manage API credentials; update account information; and
access technical documentation. Customers are responsible for safeguarding portal credentials and restricting administrative access to authorised personnel.
4.8 Communications APIs
Sagecom may provide Communications APIs enabling Customers and authorised developers to integrate Sagecom Services with third-party applications, software platforms, websites, mobile applications, and business systems. Communications APIs may include: voice APIs; messaging APIs; AI APIs; webhook integrations; authentication services; provisioning APIs; CRM integrations; workflow automation; reporting interfaces; and developer tools. Customers are responsible for: securing API credentials; implementing appropriate authentication controls; monitoring API usage; complying with rate limits; preventing unauthorised access; and ensuring compliance with Applicable Law.
Sagecom may suspend API access where necessary to protect the integrity, security, or availability of the Services.
4.9 Artificial Intelligence Services
Sagecom provides AI-powered business communication and automation services designed to improve customer engagement, operational eƯiciency, and business productivity. AI Services may include: AI Receptionists; AI Voice Agents; AI Customer Service Agents; AI Sales Agents; AI Appointment Scheduling; AI Call Routing; AI Conversation Intelligence; AI Call Summarisation; AI Knowledge Base Search; AI Document Retrieval; AI Workflow Automation; AI Email Automation; AI SMS Automation; AI Analytics; AI Reporting; AI APIs; AI Integrations; and future AI capabilities introduced by Sagecom.
AI Services are intended to assist Customers and authorised users but are not designed to replace human judgment in legal, medical, financial, emergency, employment, or other decisions that require qualified human review. The use of AI Services is further governed by Sagecom's AI Services Terms and AI Transparency & Responsible Use Policy, both of which are incorporated into this Agreement by reference.
4.10 Professional Services
Sagecom may provide Professional Services in connection with the implementation, optimisation, or support of the Services. Professional Services may include: discovery workshops; solution design; implementation; configuration; migration; consulting; systems integration; workflow design; AI implementation; API integration; project management; technical advisory services; user training; and documentation services. Professional Services are generally provided pursuant to an executed Statement of Work ("SOW") or other written agreement describing the applicable scope, deliverables, assumptions, milestones, pricing, and responsibilities.
Unless expressly agreed otherwise in writing, Professional Services do not constitute "work made for hire, " and ownership of deliverables shall be governed by the Intellectual Property provisions of this Agreement.
4.11 Managed Services
Sagecom may provide Managed Services designed to assist Customers with the administration, monitoring, maintenance, optimisation, and support of communications and AI environments. Managed Services may include: system monitoring; service administration; user provisioning; configuration management; routine maintenance; software updates; security monitoring; AI optimisation; reporting; performance reviews; technical support; and ongoing customer success services. The scope of Managed Services shall be defined in the applicable Order Form, Service Attachment, or Statement of Work. Unless expressly agreed otherwise, Managed Services do not transfer operational responsibility for the Customer's internal IT systems, network infrastructure, or third-party environments.
4.12 Future Services
Sagecom continuously develops and enhances its products and services to address evolving customer requirements, technological advancements, regulatory developments, and industry best practices. Accordingly, Sagecom may introduce: new products; additional service plans; enhanced AI capabilities; communications technologies; software applications; APIs; integrations; analytics; automation features; security enhancements; and other commercially available services. Future Services may be governed by: this Agreement; applicable Service Attachments; updated product documentation; additional service-specific terms; Order Forms; or other written agreements published or executed by Sagecom. Unless otherwise expressly stated, new Services oƯered by Sagecom after the EƯective Date may be incorporated into this Agreement upon the Customer's purchase, activation, or use of such Services.
Nothing in this Agreement obligates Sagecom to continue oƯering any particular product, feature, integration, or functionality indefinitely. Sagecom reserves the right to modify, replace, discontinue, or enhance Services in accordance with this Agreement and Applicable Law, provided that any material changes aƯecting active subscriptions will be communicated in accordance with the notice provisions of this Agreement.
5.1 Service Orders
Customers may purchase or subscribe to Sagecom Services through one or more authorised ordering methods approved by Sagecom. Service Orders may be submitted through: an executed Order Form; an online ordering portal; the Sagecom Customer Portal; an authorised reseller or channel partner; a Sagecom sales representative; an Enterprise Agreement; a Master Services Agreement (MSA); a Statement of Work (SOW), where applicable; or any other ordering method approved by Sagecom. Each Service Order shall identify, where applicable: the Services being purchased; subscription plans; service quantities; included features; implementation services;
telephone numbers or number porting requests; AI service subscriptions; API subscriptions; applicable pricing; subscription term; billing frequency; implementation milestones; authorised Customer contacts; and any mutually agreed commercial terms. A Service Order becomes binding only upon Sagecom's written or electronic acceptance. Sagecom reserves the right to reject or decline any Service Order for legitimate business, operational, regulatory, legal, fraud prevention, credit, or technical reasons. The Customer represents that all information submitted in connection with a Service Order is complete, accurate, and current.
5.2 Quotes
From time to time, Sagecom may issue quotations, proposals, estimates, pricing schedules, or similar commercial documents ("Quotes") for the Customer's consideration. Unless expressly stated otherwise in writing: Quotes are provided for informational purposes only; Quotes do not constitute a binding oƯer; pricing is subject to change until accepted by Sagecom; availability of Services is subject to capacity, regulatory approval, technical feasibility, and inventory where applicable; implementation timelines are estimates only; promotional pricing may be subject to eligibility requirements and expiration dates. A Quote shall become contractually binding only upon:
execution of an applicable Order Form or Subscription Agreement; Sagecom's written acceptance of the Customer's purchase order or order request; or another written agreement executed by authorised representatives of both parties. Any Customer purchase order issued in response to a Quote shall be used solely for the Customer's internal administrative purposes and shall not modify, supplement, or replace this Agreement unless expressly agreed by Sagecom in writing.
5.3 Service Activation
Following acceptance of a Service Order, Sagecom will use commercially reasonable eƯorts to provision and activate the subscribed Services within a reasonable timeframe, subject to: successful Customer verification; receipt of required information and documentation; payment of applicable activation fees, where required; completion of implementation prerequisites; availability of telecommunications resources; third-party carrier provisioning; regulatory approvals, where applicable; and technical feasibility. Activation dates provided by Sagecom are estimated unless expressly agreed in writing. The Customer acknowledges that activation may be delayed due to circumstances beyond Sagecom's reasonable control, including: number portability processes; carrier delays; incomplete Customer information; Customer-requested changes; regulatory requirements;
force majeure events; third-party dependencies. Certain Services, including AI Services, Professional Services, integrations, APIs, and custom implementations, may require additional onboarding, configuration, testing, acceptance procedures, or implementation activities before becoming fully operational. Unless otherwise agreed, recurring subscription charges may commence on the Service Activation Date or such other date specified in the applicable Order Form.
5.4 Customer Verification
To comply with applicable laws, telecommunications regulations, fraud prevention requirements, export controls, anti-money laundering obligations, sanctions regulations, and internal security procedures, Sagecom may require Customers to complete identity and account verification prior to activating certain Services. Verification may include, where applicable: confirmation of legal entity information; verification of authorised representatives; business registration documentation; tax identification information; billing information; government-issued identification; proof of address; payment verification; telecommunications compliance documentation; number ownership verification; fraud prevention screening; and sanctions screening. Customers shall promptly provide reasonably requested information necessary to complete the verification process.
Failure to complete required verification may result in: delayed provisioning; suspension of pending activation; rejection of a Service Order; or termination of the ordering process where permitted by Applicable Law. Sagecom shall process verification information in accordance with its Enterprise Privacy & Cookies Policy and Applicable Privacy Laws.
5.5 Enterprise Orders
Enterprise Customers purchasing Services under an Enterprise Agreement, Master Services Agreement (MSA), framework agreement, or negotiated commercial arrangement may place Service Orders using procedures established in the applicable agreement. Enterprise Orders may include: multiple business locations; phased deployments; implementation projects; Professional Services; managed services; AI deployments; API integrations; custom pricing; volume discounts; dedicated account management; consolidated billing; customer-specific implementation plans. Unless otherwise expressly provided in the applicable Enterprise Agreement, each Enterprise Order shall remain subject to these Master Terms of Service.
Where an Enterprise Agreement conflicts with this Agreement, the Enterprise Agreement shall prevail solely with respect to the negotiated provisions expressly identified therein.
5.6 Reseller Orders
Sagecom may permit authorised resellers, distributors, referral partners, managed service providers ("MSPs"), system integrators, or other approved channel partners ("Resellers") to market, sell, provision, or support Sagecom Services. Customers purchasing Services through a Reseller acknowledge that: the Reseller may act as the Customer's primary commercial contact; billing may be performed by the Reseller where applicable; first-line support may be provided by the Reseller; commercial pricing may be established by the Reseller; additional reseller-specific agreements may apply between the Customer and the Reseller. Notwithstanding the foregoing: Sagecom remains responsible for providing the subscribed Services in accordance with this Agreement and any applicable Service Level Agreement (SLA), except where expressly delegated to the Reseller; the Customer remains responsible for complying with this Agreement and all incorporated policies; Sagecom is not responsible for independent commitments, warranties, representations, pricing, or contractual obligations made solely by a Reseller unless expressly authorised in writing by Sagecom. Sagecom reserves the right to refuse, suspend, or terminate Reseller Orders where necessary to comply with Applicable Law, protect the integrity of the Services, prevent fraud, maintain network security, enforce this Agreement, or address material breaches by the Reseller or Customer.
6.1 Subscription Term
Unless otherwise expressly provided in an executed Order Form, Enterprise Agreement, Master Services Agreement ("MSA"), or other written agreement, Sagecom Services are provided on a subscription basis for the subscription term specified in the applicable Order Form ("Subscription Term"). The Subscription Term begins on the applicable Service Activation Date unless otherwise stated in the Order Form. Subscription Terms may include, without limitation: monthly subscriptions; annual subscriptions; multi-year subscriptions; prepaid subscriptions; enterprise subscription agreements; usage-based subscriptions; or other commercial arrangements agreed by the parties. The Customer shall remain responsible for all Fees incurred during the Subscription Term, including recurring charges, usage-based charges, regulatory fees, taxes, and charges for any authorised Add-On Services. The Subscription Term shall continue until: expiration of the applicable Subscription Term; termination in accordance with this Agreement; replacement by a subsequent written agreement; or earlier termination as otherwise permitted by Applicable Law.
Certain Services, including Professional Services, implementation projects, one-time purchases, hardware, or third-party oƯerings, may not constitute subscription services and shall instead be governed by the applicable Order Form or Statement of Work.
6.2 Automatic Renewal
Unless otherwise expressly stated in the applicable Order Form or prohibited by Applicable Law, subscriptions shall automatically renew for successive renewal terms equal to the immediately preceding Subscription Term unless either party provides written notice of non-renewal. Unless otherwise agreed: monthly subscriptions renew on a month-to-month basis; annual subscriptions renew for successive one-year terms; multi-year subscriptions renew for successive terms of the same duration unless otherwise specified. Either party may elect not to renew a subscription by providing written notice at least thirty (30) days before the expiration of the then-current Subscription Term, unless a diƯerent notice period is specified in the applicable Order Form or Enterprise Agreement. Renewal pricing shall be: the pricing specified in the applicable Order Form; Sagecom's then-current pricing; or pricing otherwise agreed in writing by the parties. Nothing in this Section limits Sagecom's right to modify pricing upon renewal where permitted by this Agreement and Applicable Law, provided any required advance notice is given.
6.3 Plan Changes
During an active Subscription Term, the Customer may request changes to subscribed Services, subject to Sagecom's approval and the terms of the applicable Order Form. Plan changes may include:
upgrading service plans; downgrading service plans; increasing or decreasing user licences; adding or removing telephone numbers; increasing extension capacity; modifying AI usage plans; changing API usage plans; adding Professional Services; adding Managed Services; modifying billing arrangements. Requested changes may: require execution of a revised Order Form; aƯect pricing; establish a new Subscription Term; result in prorated charges or credits where applicable; or require additional implementation activities. Downgrades or reductions requested during a committed Subscription Term may not become eƯective until the commencement of the next renewal term unless otherwise agreed in writing. Sagecom reserves the right to reject requested plan changes that are technically infeasible, inconsistent with regulatory requirements, or incompatible with the Customer's existing configuration.
6.4 Additional Services
Customers may purchase Additional Services during the Subscription Term by submitting a new or amended Order Form or by using other ordering methods approved by Sagecom. Additional Services may include:
additional user licences; telephone numbers; AI services; communications APIs; messaging services; call recording; conferencing; reporting; analytics; premium support; integrations; implementation services; managed services; or other commercially available oƯerings. Unless otherwise agreed: Additional Services become part of the Customer's existing subscription; charges commence upon activation or provisioning; recurring charges are prorated where commercially applicable; Additional Services remain subject to this Agreement and the applicable Service Attachment. The addition of new Services does not modify existing contractual obligations except as expressly provided in the applicable Order Form.
6.5 Add-On Services
Sagecom may oƯer optional Add-On Services that enhance or expand the functionality of subscribed Services. Examples of Add-On Services include:
AI Receptionists; AI Voice Agents; AI workflow automation; AI Knowledge Bases; AI analytics; premium telephone numbers; enhanced call recording; additional storage; advanced reporting; API usage packages; CRM integrations; additional messaging capacity; security enhancements; dedicated support; disaster recovery options; and future service enhancements. Add-On Services are optional unless expressly included within the Customer's subscribed service plan. The purchase of an Add-On Service: does not create ownership rights in Sagecom software or intellectual property; may be subject to additional Fees; may require implementation or configuration services; may be governed by additional Service Attachments or product-specific terms. Unless otherwise specified, Add-On Services shall remain active for the remainder of the applicable Subscription Term and renew together with the underlying subscription.
7.1 Service Description
Sagecom's Cloud PBX Service is a hosted, cloud-based business communications platform that provides enterprise-grade voice services over IP-based networks without requiring Customers to maintain on-premises PBX infrastructure. Cloud PBX Services may include: business telephone numbers; direct inward dial (DID) services; extension management; auto attendants; interactive voice response (IVR); call routing; hunt groups; ring groups; call forwarding; simultaneous ring; voicemail; voicemail-to-email; conferencing; call recording; mobile and desktop softphones; business continuity routing; administrative portal; and analytics and reporting. Features available to the Customer shall depend upon the subscribed Service plan.
7.2 Customer Responsibilities
The Customer is responsible for: maintaining compatible internet connectivity; providing suitable endpoint devices; configuring authorised users; maintaining emergency location information; protecting authentication credentials; complying with telecommunications laws; notifying Sagecom of service-aƯecting issues.
7.3 Service Availability
Cloud PBX Services are subject to the Service Level Agreement ("SLA") and planned maintenance windows. Sagecom does not guarantee uninterrupted telecommunications services where interruptions result from internet connectivity, third-party carrier failures, Customer equipment, force majeure events, or circumstances beyond Sagecom's reasonable control.
8.1 Service Description
UCaaS combines multiple communications services within a unified cloud platform. UCaaS functionality may include: business telephony; messaging; video conferencing; presence management; voicemail; file sharing;
team collaboration; AI-assisted communications; analytics; business integrations.
8.2 Supported Integrations
UCaaS may integrate with supported third-party business applications, including CRM platforms, productivity suites, collaboration tools, and workflow automation platforms. Availability of integrations may change over time.
8.3 Customer Responsibilities
Customers remain responsible for: managing users; configuring integrations; maintaining third-party licences; ensuring compliance with applicable communication laws.
9.1 Hosted Voice
Hosted Voice Services provide enterprise-grade cloud voice communications using Sagecom's hosted telecommunications infrastructure. Services may include: inbound calling; outbound calling; SIP connectivity; voicemail; call routing; conferencing; failover routing;
business continuity options.
9.2 Network Dependencies
Hosted Voice performance depends upon: Customer internet connectivity; local network quality; bandwidth; supported devices; third-party telecommunications providers.
10.1 Service Description
Virtual OƯice enables authorised users to access Sagecom communications services from virtually any supported location using compatible internet-connected devices. Features may include: remote extensions; desktop applications; mobile applications; voicemail; conferencing; call forwarding; presence; messaging; collaboration.
10.2 Remote Work
Customers remain responsible for: securing remote devices;
maintaining secure internet access; protecting credentials; complying with applicable corporate security policies.
11.1 API Services
Sagecom may provide application programming interfaces ("APIs") allowing Customers to integrate Sagecom Services into their own systems. API capabilities may include: provisioning; authentication; messaging; voice; AI; webhooks; reporting; workflow automation.
11.2 API Credentials
Customers shall: maintain confidentiality of API credentials; rotate credentials where appropriate; immediately notify Sagecom of suspected compromise; implement appropriate authentication and access controls.
11.3 Rate Limiting
Sagecom may establish: API rate limits;
usage thresholds; concurrency limits; fair use policies; security controls. Excessive API usage may result in throttling, temporary suspension, additional charges, or other protective measures.
11.4 Third-Party Integrations
Sagecom is not responsible for failures caused by third-party applications, software, APIs, or integrations not operated by Sagecom.
12.1 Portal Services
The Customer Portal enables authorised administrators to: manage accounts; configure Services; provision users; manage AI services; review billing; monitor service usage; submit support requests; access reports; administer integrations.
12.2 Security
Customers shall: maintain strong passwords; enable multi-factor authentication where available; restrict administrator privileges;
promptly revoke access for former personnel. The Customer is responsible for activities occurring under its administrative accounts unless caused by Sagecom's negligence or wilful misconduct.
13. Artificial Intelligence Services
Sagecom provides enterprise artificial intelligence ("AI") services designed to automate communications, improve customer engagement, increase operational eƯiciency, and support business processes. AI Services are governed by this Agreement together with the AI Services Terms and the AI Transparency & Responsible Use Policy.
13.1 AI Receptionists
AI Receptionists may answer inbound communications, greet callers, identify customer enquiries, provide information, transfer calls, schedule appointments, and perform other configured business functions. The Customer is responsible for: configuring business rules; maintaining accurate knowledge bases; ensuring legal compliance; reviewing AI configurations.
13.2 AI Voice Agents
AI Voice Agents may conduct automated voice conversations using speech recognition, natural language processing, and speech synthesis technologies. Capabilities may include: call routing; appointment scheduling; customer qualification;
order assistance; information retrieval; follow-up communications. Customers acknowledge that AI-generated responses may not always be accurate and should implement appropriate oversight where business-critical decisions are involved.
13.3 AI Customer Service Agents
AI Customer Service Agents may: answer frequently asked questions; retrieve knowledge base information; create support tickets; update CRM systems; escalate complex matters to human personnel. Customers remain responsible for validating AI workflows and ensuring appropriate escalation procedures.
13.4 AI Sales Agents
AI Sales Agents may assist with: lead qualification; appointment scheduling; product recommendations; customer engagement; CRM updates; sales workflow automation. AI-generated recommendations should be reviewed before being relied upon for significant commercial decisions.
13.5 AI Workflows
AI Workflows enable Customers to automate business processes through configurable rules, integrations, APIs, and intelligent automation. Workflow functionality may include: CRM automation; messaging; notifications; document routing; approval processes; AI decision support; third-party integrations. Customers remain responsible for testing workflows before deploying them in production environments.
13.6 AI Knowledge Bases
Customers may upload proprietary business information to support AI Services. Examples include: policies; procedures; FAQs; product catalogues; training materials; contracts; support documentation. Customer Knowledge Bases remain the property of the Customer. Unless expressly authorised in writing, Sagecom will not intentionally make Customer Knowledge Base content available to other customers.
13.7 AI APIs
AI APIs enable Customers to integrate AI functionality into authorised applications. Customers shall ensure: secure implementation; appropriate authentication; lawful processing; compliance with rate limits; protection of API credentials. Sagecom may suspend API access to protect security, system integrity, or compliance.
13.8 AI-Generated Content
AI Services may generate: responses; summaries; transcripts; recommendations; classifications; reports; workflow actions; communications. Unless otherwise expressly agreed: Customer prompts remain Customer Content; Customer-uploaded Knowledge Bases remain Customer property; AI-generated outputs created for the Customer may be used by the Customer for lawful business purposes, subject to any third-party intellectual property rights and applicable law;
Sagecom retains ownership of its underlying AI models, software, algorithms, prompts, workflows, templates, methodologies, documentation, and other proprietary technology used to provide the Services. Customers are responsible for reviewing AI-generated content for accuracy, completeness, suitability, and compliance before relying upon or distributing such content.
13.9 Human Review
AI Services are intended to assist—not replace—human decision-making. Customers shall implement appropriate human review before relying upon AI-generated outputs involving: legal matters; medical matters; financial decisions; employment decisions; emergency response; regulatory compliance; contractual commitments; other high-risk business activities. Sagecom does not guarantee that AI-generated content is accurate, complete, unbiased, or suitable for any particular purpose.
13.10 AI Service Limitations
AI Services are based on probabilistic technologies and may generate inaccurate, incomplete, outdated, inconsistent, or unexpected outputs. Accordingly: AI responses should be independently verified where appropriate; AI Services should not be relied upon as a substitute for qualified professional advice;
Customers remain responsible for all decisions made using AI-generated information; Sagecom does not warrant uninterrupted availability of third-party AI models or services; AI functionality may evolve over time as technologies, regulations, and service capabilities change. Nothing in this Agreement shall be construed as providing legal, medical, accounting, investment, tax, employment, engineering, or emergency response advice through AI Services. Customers remain solely responsible for evaluating the appropriateness of AI outputs before acting upon them.
14.1 Consulting
Sagecom may provide professional consulting services designed to assist Customers with the planning, design, implementation, optimisation, governance, and ongoing management of Sagecom Services. Consulting Services may include, without limitation: business communications assessments; solution architecture; telecommunications consulting; cloud migration planning; AI strategy and readiness assessments; enterprise discovery workshops; workflow analysis; business process optimisation; digital transformation consulting; technical advisory services; regulatory and compliance guidance relating to the Services;
implementation planning; and best practice recommendations. Consulting Services are advisory in nature and are based upon information provided by the Customer. Unless expressly agreed in writing, Sagecom does not guarantee that implementation of its recommendations will achieve any specific operational, financial, or business outcome. The Customer is responsible for evaluating and approving all recommendations before implementation.
14.2 Integration Services
Sagecom may provide Integration Services to connect the Services with Customer systems or supported third-party applications. Integration Services may include: Customer Relationship Management (CRM) integrations; Enterprise Resource Planning (ERP) integrations; help desk and ticketing platforms; communications platforms; payment gateways; identity and authentication providers; productivity applications; workflow automation platforms; APIs and webhooks; business intelligence platforms; custom data integrations; and other supported third-party business applications. Unless otherwise expressly stated in the applicable Statement of Work ("SOW"), Integration Services are limited to the systems, versions, APIs, and interfaces identified therein.
The Customer acknowledges that: third-party systems are outside Sagecom's control; changes to third-party software, APIs, authentication methods, or licensing models may aƯect integrations; Sagecom is not responsible for third-party outages, software defects, or changes introduced by third-party providers; additional Professional Services may be required if third-party systems materially change after implementation. Where an integration requires access to Customer-managed systems, the Customer shall provide timely access, credentials, documentation, and technical assistance necessary to perform the agreed Services.
14.3 Implementation
Sagecom may provide implementation services for the deployment, configuration, migration, activation, and onboarding of subscribed Services. Implementation Services may include: project planning; solution configuration; account provisioning; telephone number provisioning and porting; Cloud PBX configuration; UCaaS deployment; AI agent configuration; workflow implementation; API configuration; Customer Portal configuration; data migration; user provisioning;
testing; user acceptance support; production deployment; and post-deployment stabilisation. Implementation activities shall generally be governed by a Statement of Work, implementation plan, Order Form, or other written project documentation. The Customer shall: designate an authorised project representative; provide timely decisions and approvals; supply accurate implementation information; complete assigned implementation tasks; provide access to required systems and personnel; participate in testing and acceptance activities. Implementation schedules are dependent upon timely Customer cooperation. Sagecom shall not be responsible for delays caused by: incomplete Customer information; Customer-requested scope changes; third-party providers; carrier delays; regulatory approvals; technical dependencies; force majeure events; or circumstances beyond Sagecom's reasonable control.
14.4 Training
Sagecom may provide training services to assist Customers in the eƯective use and administration of the Services.
Training may be delivered through: instructor-led sessions; virtual workshops; webinars; self-paced online learning; implementation training; administrator training; end-user training; AI configuration training; documentation; knowledge base resources; or other educational formats determined by Sagecom. Training materials, presentations, documentation, recordings, demonstrations, and related educational resources remain the intellectual property of Sagecom or its licensors unless expressly agreed otherwise in writing. Training is intended solely to assist Customers in using the Services and shall not constitute legal, regulatory, accounting, cybersecurity, or professional advice. The Customer is responsible for ensuring that personnel attending training possess appropriate technical knowledge and authority for the subject matter being presented.
15.1 Pricing
The Customer agrees to pay all fees, charges, and other amounts specified in the applicable Order Form, Subscription Agreement, Statement of Work ("SOW"), Enterprise Agreement, quotation accepted by Sagecom, or otherwise incurred through the Customer's authorised use of the Services ("Fees"). Fees may include, where applicable: recurring subscription fees; implementation fees; activation fees; professional services fees; managed services fees; usage-based charges; telecommunications usage charges; AI usage charges; API usage charges; messaging charges; telephone number charges; number porting fees; international calling charges; hardware charges; training fees;
consulting fees; third-party pass-through charges; and applicable taxes and regulatory fees. Unless expressly stated otherwise: all pricing is quoted in the currency identified in the applicable Order Form; pricing excludes taxes, regulatory assessments, government-imposed charges, and third-party carrier fees; pricing is confidential and may not be disclosed to third parties except as required by law or with Sagecom's prior written consent. Sagecom may revise pricing for renewal Subscription Terms upon reasonable advance notice in accordance with this Agreement or the applicable Order Form.
15.2 Taxes
Unless expressly stated otherwise, all Fees are exclusive of: sales taxes; value-added taxes (VAT); goods and services taxes (GST); use taxes; telecommunications taxes; communications service taxes; withholding taxes; customs duties; import duties; governmental assessments; and similar governmental charges ("Taxes").
The Customer is responsible for paying all applicable Taxes arising from the purchase or use of the Services, excluding taxes based solely upon Sagecom's net income, property, payroll, or corporate franchise obligations. Where Sagecom is legally required to collect Taxes, such Taxes shall be added to the applicable invoice. If the Customer claims exemption from any applicable Tax, the Customer shall provide valid exemption documentation before invoicing. Failure to provide such documentation may result in the applicable Tax being charged. If Applicable Law requires the Customer to withhold taxes from payments made to Sagecom, the Customer shall: promptly notify Sagecom; provide oƯicial documentation supporting the withholding; cooperate in obtaining available treaty benefits or tax credits where reasonably practicable.
15.3 Regulatory Fees
Certain Services may be subject to telecommunications regulatory fees, carrier charges, numbering administration fees, emergency services fees, universal service assessments, or similar governmental or industry-imposed charges. Where applicable, Sagecom may invoice the Customer for: telecommunications regulatory assessments; emergency services (E911 or NG911) charges; numbering administration fees; local number portability fees; carrier cost recovery fees; communications infrastructure assessments; universal service fund contributions; regulatory compliance costs; and other mandatory governmental or industry charges.
Regulatory Fees are imposed to recover costs associated with compliance, carrier obligations, or government requirements and do not constitute taxes unless expressly required by Applicable Law. The amount of Regulatory Fees may change periodically without prior notice where required by changes in law, regulation, carrier requirements, or governmental assessments.
15.4 Invoicing
Sagecom shall issue invoices in accordance with the applicable Order Form or Subscription Agreement. Invoices may be issued: monthly; annually; upon milestone completion; upon Service activation; upon delivery of Professional Services; upon consumption of usage-based Services; or in another billing cycle agreed by the parties. Invoices may include: recurring subscription charges; usage charges; AI consumption charges; API usage charges; Professional Services; implementation charges; applicable Taxes; Regulatory Fees;
approved reimbursable expenses; and other authorised charges. Invoices may be delivered electronically through: the Customer Portal; electronic mail; electronic data interchange (EDI); enterprise procurement platforms; or other commercially reasonable methods. The Customer is responsible for maintaining accurate billing contact information and promptly notifying Sagecom of any changes. Failure to receive an invoice does not relieve the Customer of its obligation to pay amounts properly due under this Agreement.
15.5 Payment Terms
Unless otherwise agreed in writing, all invoices are payable within thirty (30) days from the invoice date. Payments shall be made in the currency specified in the applicable invoice using payment methods approved by Sagecom, which may include: Automated Clearing House (ACH); wire transfer; credit or debit card; direct debit; electronic funds transfer; online payment portal; or other approved payment methods. The Customer shall pay all undisputed amounts in full without deduction, set-oƯ, counterclaim, or withholding except where required by Applicable Law.
Recurring subscription Fees may be automatically charged using the Customer's designated payment method where authorised by the Customer. Sagecom reserves the right to require advance payment, security deposits, or alternative payment arrangements where reasonably necessary based upon creditworthiness, payment history, fraud prevention, or commercial risk.
15.6 Late Payments
Amounts not paid when due may accrue interest at the lesser of: one and one-half percent (1.5%) per month; or the maximum rate permitted by Applicable Law. In addition to interest, Sagecom may recover reasonable costs incurred in collecting overdue amounts, including: collection agency fees; reasonable attorneys' fees; court costs; arbitration costs; and other reasonable collection expenses where permitted by law. If the Customer fails to make timely payment of undisputed amounts, Sagecom may, after providing reasonable notice where required by Applicable Law or the applicable Agreement: suspend aƯected Services; withhold new activations; delay implementation projects; suspend API access; revoke promotional pricing; require advance payment; terminate Services in accordance with this Agreement.
Sagecom shall not be responsible for any loss resulting from suspension due to non-payment of undisputed Fees.
15.7 Credits
Service credits, promotional credits, implementation credits, goodwill credits, or other account credits may be oƯered by Sagecom in its sole discretion or as expressly provided in the applicable Service Level Agreement ("SLA"), Order Form, or written agreement. Unless otherwise expressly stated: credits have no cash value; credits are non-transferable; credits may only be applied to future invoices; unused credits expire upon termination of the applicable subscription unless otherwise required by Applicable Law; credits may not be redeemed for cash except where required by law. Service credits issued under the SLA constitute the Customer's sole and exclusive remedy for qualifying service availability failures described therein. Nothing in this Section limits Sagecom's ability to provide additional commercial accommodations at its sole discretion.
15.8 Billing Disputes
If the Customer believes that an invoice contains an error, the Customer shall notify Sagecom in writing within thirty (30) days after the invoice date, providing reasonable detail regarding the disputed amount and the basis for the dispute. Failure to dispute an invoice within this period shall constitute the Customer's acceptance of the invoice, except where prohibited by Applicable Law. The Customer shall timely pay all undisputed portions of an invoice while the parties work in good faith to resolve any disputed amounts. Upon receipt of a valid billing dispute, Sagecom will: acknowledge receipt of the dispute;
investigate the matter using commercially reasonable eƯorts; request additional supporting information where necessary; communicate its findings to the Customer; and issue any appropriate invoice adjustment or credit if an error is confirmed. Neither party shall unreasonably withhold cooperation in resolving billing disputes. Pending resolution of a bona fide billing dispute, Sagecom will not suspend the disputed portion of the Services solely because of the disputed amount, provided the Customer continues to timely pay all undisputed Fees and complies with its obligations under this Agreement. Any refund or billing adjustment approved by Sagecom shall be issued in the form of a credit, refund, or invoice adjustment, as determined by Sagecom or as otherwise required by Applicable Law or the applicable Agreement.
16. Customer Responsibilities
The Customer acknowledges that the successful provision of the Services depends upon the Customer's continued cooperation, compliance with this Agreement, and fulfilment of its operational responsibilities. The Customer is responsible for ensuring that all Authorised Users, employees, contractors, agents, aƯiliates, representatives, and any other persons accessing the Services through the Customer's account comply with this Agreement and all incorporated policies. The Customer shall remain responsible for all activities occurring under its accounts, whether authorised by the Customer or resulting from the Customer's failure to adequately safeguard access credentials or systems.
16.1 Account Administration
The Customer shall designate one or more authorised administrative contacts with authority to manage the Customer's account and communicate with Sagecom regarding operational, commercial, technical, security, and contractual matters. The Customer agrees to:
maintain accurate account information; promptly update administrative and billing contacts; maintain current email addresses and telephone numbers; designate authorised users and administrators; promptly remove access for former employees, contractors, and other personnel; review account activity on a regular basis; maintain appropriate internal administrative controls; ensure users are assigned only the access necessary to perform their authorised responsibilities; and promptly notify Sagecom of any unauthorised account activity. The Customer is solely responsible for: managing user permissions; assigning administrator privileges; maintaining accurate user records; approving service configuration changes; managing telephone number assignments; administering AI configurations; maintaining Customer-managed integrations. Instructions received from an authorised administrator shall be deemed authorised by the Customer unless Sagecom has actual knowledge to the contrary.
16.2 Security
The Customer shares responsibility for maintaining the security of the Services and shall implement appropriate administrative, technical, and organisational safeguards appropriate to its business, industry, and regulatory obligations. Without limitation, the Customer shall: maintain strong password policies;
enable multi-factor authentication ("MFA") where available; protect usernames, passwords, API credentials, authentication tokens, certificates, and encryption keys; restrict administrative access to authorised personnel; maintain secure endpoint devices; implement appropriate firewall and network security controls; maintain commercially reasonable anti-malware protection; promptly apply security updates to Customer-managed systems; regularly review user access privileges; immediately revoke access for terminated personnel; monitor account activity for suspicious behaviour; promptly report suspected security incidents aƯecting the Services; maintain appropriate backup procedures for Customer-managed information where required. The Customer shall immediately notify Sagecom upon becoming aware of: unauthorised access; credential compromise; suspected fraud; attempted account takeover; compromised API credentials; suspected misuse of the Services; or any security event that may aƯect Sagecom or other Customers. Nothing in this Agreement transfers responsibility for securing Customer-managed systems, networks, devices, or third-party environments to Sagecom.
16.3 Lawful Use
The Customer shall use the Services only for lawful purposes and in compliance with:
this Agreement; the Acceptable Use Policy; the Enterprise Privacy & Cookies Policy; applicable telecommunications laws; Applicable Privacy Laws; export control laws; anti-corruption laws; sanctions regulations; and all other Applicable Laws. The Customer shall not use the Services to: engage in unlawful, fraudulent, deceptive, or misleading activities; violate intellectual property rights; transmit unlawful, defamatory, abusive, obscene, or threatening content; interfere with the operation or security of the Services; attempt unauthorised access to Sagecom systems or third-party systems; distribute malware, ransomware, spyware, viruses, or other malicious code; engage in phishing, spam, robocalling, caller ID spoofing, toll fraud, or telecommunications abuse; violate export control or sanctions laws; misuse AI Services or generate unlawful content; infringe the privacy rights of others; knowingly upload content containing malicious software or harmful code. Where the Customer enables call recording, AI transcription, messaging, or AI communications, the Customer is solely responsible for obtaining any notices, permissions, or consents required by Applicable Law.
The Customer shall ensure that all Customer Content submitted through the Services has been lawfully obtained and that its processing by Sagecom does not infringe the rights of any third party.
16.4 Customer Equipment
Unless otherwise expressly agreed in writing, the Customer is responsible for obtaining, operating, maintaining, and securing all equipment, software, internet connectivity, telecommunications services, and infrastructure necessary to access and use the Services. Customer-managed equipment may include: computers; mobile devices; IP telephones; headsets; routers; switches; firewalls; local area networks; wireless networks; internet connections; SIP-enabled equipment; servers; browsers; operating systems; endpoint security software. The Customer shall ensure that its equipment: is compatible with the Services;
is maintained in good working condition; meets Sagecom's published technical requirements where applicable; receives appropriate security updates; complies with applicable telecommunications standards. Sagecom is not responsible for service degradation resulting from: inadequate bandwidth; Customer network configuration; unsupported equipment; third-party hardware failures; Customer software conflicts; local power outages; Customer security incidents; or any circumstance outside Sagecom's reasonable control. Where Sagecom supplies hardware under a separate agreement, such hardware shall remain subject to the applicable purchase, lease, rental, warranty, or support terms.
16.5 Third-Party Services
The Services may interoperate with, connect to, or rely upon products and services provided by independent third parties, including: telecommunications carriers; internet service providers; cloud hosting providers; Customer Relationship Management (CRM) platforms; payment processors; identity providers; artificial intelligence providers; messaging providers;
collaboration platforms; productivity software; business applications; APIs; and other third-party technologies. Unless expressly stated otherwise in writing: Third-Party Services are governed by the applicable third-party terms and conditions; Sagecom does not warrant the availability, performance, compatibility, or security of Third-Party Services; Sagecom is not responsible for outages, interruptions, modifications, discontinuation, pricing changes, licensing changes, or security incidents aƯecting Third-Party Services; the Customer is responsible for obtaining and maintaining all required third-party licences, subscriptions, permissions, and consents. Where Sagecom performs integrations with Third-Party Services as part of Professional Services, Sagecom will use commercially reasonable eƯorts to implement the agreed integration based upon the third-party functionality available at the time of implementation. Subsequent changes made by third-party providers—including changes to APIs, authentication methods, licensing models, security requirements, or product functionality—may require additional Professional Services or configuration changes at the Customer's expense. The Customer acknowledges that certain Sagecom Services, including AI Services, messaging, payment processing, telecommunications connectivity, cloud hosting, analytics, and communications APIs, may depend upon Third-Party Services that are beyond Sagecom's direct operational control. Sagecom shall not be liable for delays, failures, interruptions, or service limitations resulting solely from the acts or omissions of such third-party providers, except to the extent required by Applicable Law or expressly provided in an applicable Service Level Agreement.
17. Acceptable Use
Sagecom is committed to providing secure, reliable, lawful, and high-quality cloud communications, artificial intelligence, telecommunications, and software services. Customers shall use the Services responsibly and in compliance with this Agreement, the Acceptable Use Policy ("AUP"), Applicable Law, industry standards, and the rights of third parties. This Section establishes the minimum acceptable standards governing the Customer's use of the Services. It supplements, and does not replace, Sagecom's standalone Acceptable Use Policy, which is incorporated into this Agreement by reference.
17.1 Acceptable Use
The Customer shall use the Services solely for lawful business or authorised personal purposes consistent with this Agreement. The Customer agrees to: comply with all Applicable Laws; comply with telecommunications regulations; comply with applicable privacy and data protection laws; protect account credentials and authentication information; maintain accurate account information; safeguard Customer Content; use the Services in a manner that does not interfere with Sagecom's network or other customers; cooperate with reasonable investigations relating to fraud, abuse, or security incidents; promptly report suspected unauthorised access or misuse; maintain appropriate security controls for Customer-managed systems. The Customer shall ensure that all Authorised Users comply with this Agreement and shall remain responsible for their acts and omissions.
17.2 Prohibited Activities
The Customer shall not, directly or indirectly: use the Services for any unlawful purpose; violate Applicable Laws or regulatory requirements; engage in fraud, deception, or misrepresentation; infringe the intellectual property rights of others; distribute malware, ransomware, spyware, viruses, worms, or other malicious code; attempt to gain unauthorised access to Sagecom systems or third-party systems; interfere with the security, integrity, or availability of the Services; interfere with another customer's use of the Services; conduct denial-of-service attacks or network disruption activities; harvest, scrape, or collect information without lawful authority; transmit unlawful, defamatory, abusive, threatening, harassing, obscene, discriminatory, or otherwise prohibited content; impersonate another individual or organisation without authorisation; falsify identity information or caller identification where prohibited by law; use the Services to facilitate criminal activity; knowingly upload content containing malicious software or harmful code; circumvent technical restrictions, licensing controls, authentication mechanisms, or security features; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of Sagecom software except to the extent expressly permitted by Applicable Law. The Customer shall not knowingly assist, encourage, or permit any third party to engage in activities prohibited by this Agreement.
17.3 Telecommunications Abuse
Because Sagecom provides regulated communications services, Customers shall not use the Services to engage in telecommunications abuse or activities that may adversely aƯect telecommunications networks, carriers, or other users. Prohibited telecommunications activities include, without limitation: toll fraud; traƯic pumping; artificial traƯic generation; call masking intended to facilitate unlawful activity; unlawful caller ID spoofing; robocalling in violation of Applicable Law; unlawful telemarketing; unlawful automated messaging; spam SMS or MMS campaigns; premium-rate fraud; PBX hacking; SIP credential theft; international revenue share fraud; SIM box fraud; denial-of-service attacks targeting communications infrastructure; unauthorised interception of communications; unauthorised access to voicemail or call recordings; unlawful monitoring of communications. Customers are responsible for: securing telecommunications credentials; monitoring unusual call activity; promptly reporting suspected fraud; implementing reasonable fraud prevention measures.
Sagecom reserves the right to immediately suspend aƯected Services where necessary to prevent fraud, protect network integrity, comply with carrier requirements, or satisfy regulatory obligations.
17.4 AI Misuse
Customers shall use Sagecom's Artificial Intelligence ("AI") Services responsibly and in accordance with the AI Services Terms and the AI Transparency & Responsible Use Policy. Without limitation, Customers shall not use AI Services to: generate unlawful content; facilitate fraud or deception; impersonate individuals without lawful authority; create misleading or deceptive communications; knowingly distribute false information intended to cause harm; generate malicious software or facilitate cyberattacks; circumvent authentication or security controls; engage in unlawful surveillance or monitoring; violate applicable privacy laws; process Personal Data without an appropriate legal basis; infringe intellectual property rights; submit Customer Content that the Customer is not legally authorised to process; attempt to extract confidential information belonging to other customers or Sagecom; interfere with the integrity or security of AI models or services. Customers remain solely responsible for: reviewing AI-generated outputs; validating AI recommendations before use; ensuring human oversight where appropriate;
complying with all legal obligations relating to AI-generated communications. Sagecom may restrict, suspend, or terminate AI Services where necessary to prevent misuse, comply with Applicable Law, protect customers, or safeguard the integrity of its AI platform.
17.5 API Abuse
Customers using Sagecom APIs shall implement commercially reasonable security measures and use APIs only in accordance with Sagecom's published documentation and technical requirements. Customers shall not: exceed authorised rate limits; attempt to bypass usage controls; share API credentials with unauthorised parties; create excessive or abusive automated requests; probe, scan, or test Sagecom systems without authorisation; use APIs to interfere with the availability of the Services; exploit vulnerabilities; introduce malicious code through API requests; access data without appropriate authorisation; misuse webhooks or integration services. Customers are responsible for securing: API keys; authentication tokens; certificates; secrets; integration credentials. Sagecom may implement:
rate limiting; throttling; credential rotation; temporary suspension; security controls; access restrictions; to protect the Services and other Customers.
18. Privacy & Data Protection
Sagecom is committed to protecting Personal Data, Customer Content, confidential business information, and telecommunications information in accordance with Applicable Privacy Laws, industry best practices, and recognised information security standards. The parties acknowledge that the collection, use, disclosure, storage, transfer, retention, and protection of Personal Data are governed by Sagecom's Enterprise Privacy & Cookies Policy, the Data Processing Addendum ("DPA"), and other incorporated privacy and security policies forming part of the Enterprise Legal Framework. This Section provides a contractual framework governing privacy and data protection obligations. It shall be interpreted together with the Enterprise Privacy & Cookies Policy and the Data Processing Addendum, both of which are incorporated into this Agreement by reference.
18.2 Data Processing Addendum
Where Sagecom Processes Personal Data on behalf of the Customer, the parties agree that Sagecom's Data Processing Addendum ("DPA") governs such Processing. The DPA establishes the respective responsibilities of the parties regarding: Controller and Processor obligations; documented processing instructions; confidentiality; technical and organisational measures; subprocessors; international data transfers; assistance with data subject requests; personal data breach notification; audits; return or deletion of Personal Data; compliance with Applicable Privacy Laws. The DPA is incorporated into this Agreement by reference. Where the Customer acts as a Controller (or Business under applicable United States privacy laws) and Sagecom acts as a Processor (or Service Provider), the DPA shall govern the Processing of Personal Data to the extent required by Applicable Privacy Laws. If a conflict exists between this Agreement and the DPA concerning the Processing of Personal Data, the DPA shall prevail solely with respect to those processing obligations.
18.3 International Data Transfers
The Customer acknowledges that Sagecom and its authorised service providers may Process Personal Data in jurisdictions where Sagecom, its AƯiliates, cloud providers, telecommunications providers, or authorised subprocessors operate. Where Personal Data is transferred internationally, Sagecom will implement appropriate safeguards designed to protect Personal Data in accordance with Applicable Privacy Laws.
Depending upon the applicable jurisdiction, such safeguards may include: the European Commission Standard Contractual Clauses (SCCs); the UK International Data Transfer Agreement (IDTA) or UK Addendum; adequacy decisions issued by competent authorities; approved contractual safeguards; recognised transfer mechanisms under Applicable Privacy Laws; supplementary technical and organisational measures where appropriate. Additional information regarding Sagecom's international transfer practices is contained in the Enterprise Privacy & Cookies Policy and the Data Processing Addendum. Nothing in this Agreement restricts Sagecom from using globally distributed infrastructure, cloud platforms, telecommunications providers, or authorised subprocessors, provided appropriate legal and contractual safeguards are maintained.
18.4 Customer Privacy Rights
Subject to Applicable Privacy Laws, individuals whose Personal Data is Processed in connection with the Services may have certain privacy rights, which may include the right to: access Personal Data; correct inaccurate Personal Data; request deletion of Personal Data; request restriction of Processing; object to certain Processing activities; request data portability; withdraw consent where Processing is based upon consent; opt out of certain targeted advertising, profiling, or automated decision-making activities where such rights are provided by Applicable Law; submit complaints to the appropriate supervisory authority or regulatory body.
Where Sagecom Processes Personal Data solely on behalf of the Customer, the Customer remains primarily responsible for responding to requests from data subjects unless otherwise required by Applicable Law or the Data Processing Addendum. Sagecom will provide reasonable assistance to the Customer in responding to verified privacy requests where required by Applicable Privacy Laws, the Data Processing Addendum, or an applicable Enterprise Agreement. Customers and individuals seeking to exercise applicable privacy rights should submit requests using the procedures described in Sagecom's Enterprise Privacy & Cookies Policy. Questions regarding privacy or data protection may be directed to Sagecom's Privacy OƯicer using the contact information published in the Enterprise Privacy & Cookies Policy. For the avoidance of doubt, the Enterprise Privacy & Cookies Policy and the Data Processing Addendum constitute the authoritative documents governing Sagecom's privacy practices and data processing activities. This Section is intended to incorporate and summarise those obligations for contractual purposes and shall not be interpreted as limiting, replacing, or modifying any rights or obligations established under those documents or Applicable Privacy Laws.
19. Artificial Intelligence Governance
Sagecom is committed to the responsible, secure, transparent, and lawful development, deployment, and operation of Artificial Intelligence ("AI") technologies. AI Services are designed to enhance business communications, automate workflows, improve customer engagement, and increase operational eƯiciency while maintaining appropriate human oversight, privacy protections, security safeguards, and compliance with Applicable Law. This Section establishes the contractual framework governing the Customer's use of Sagecom AI Services. It shall be interpreted together with the AI Services Terms, AI Transparency & Responsible Use Policy, Enterprise Privacy & Cookies Policy, and Data Processing Addendum ("DPA"), each of which is incorporated into this Agreement by reference.
19.1 AI Services Terms
The Customer acknowledges that Sagecom's AI Services Terms govern the use of all AI-enabled products and services oƯered by Sagecom.
The AI Services Terms address, among other matters: permitted use of AI Services; Customer responsibilities; acceptable AI use; AI service availability; ownership of Customer Content; AI-generated content; AI workflow automation; AI APIs; security controls; privacy obligations; operational limitations; prohibited AI activities; and compliance with Applicable Law. The AI Services Terms are incorporated into and form an integral part of this Agreement. To the extent a conflict exists between this Agreement and the AI Services Terms regarding AI-specific functionality or operational requirements, the AI Services Terms shall prevail with respect to those matters.
19.2 Responsible AI
Sagecom designs, deploys, and operates AI Services in accordance with responsible AI principles intended to promote trust, accountability, privacy, security, transparency, and lawful use. Sagecom's AI governance framework is founded upon principles including: human oversight; transparency; accountability;
fairness; privacy by design; security by design; confidentiality; proportionality; reliability; resilience; continuous monitoring; responsible innovation; and ongoing compliance with Applicable Law. Sagecom continually evaluates and improves its AI Services to reduce operational risks, enhance performance, strengthen security, and support evolving legal and regulatory requirements. Additional information regarding Sagecom's AI governance programme is contained in the AI Transparency & Responsible Use Policy.
19.3 Human Oversight
Sagecom AI Services are intended to support and assist human users and are not designed to replace independent human judgment. Customers remain responsible for implementing appropriate human oversight over AI-assisted activities, particularly where AI outputs may materially aƯect: legal matters; financial decisions; healthcare services; employment decisions; contractual commitments; regulatory compliance;
emergency response; customer communications; or other high-impact business activities. Customers are responsible for reviewing AI-generated outputs before relying upon or acting upon them where human verification is appropriate. Nothing in this Agreement shall be interpreted as authorising AI Services to make legally binding decisions on behalf of the Customer without appropriate human review.
19.4 AI Transparency
Sagecom is committed to promoting transparency regarding the use of AI technologies. Where required by Applicable Law or configured by the Customer, Sagecom's AI Services may provide mechanisms to: identify AI-assisted interactions; disclose the use of AI-generated communications; distinguish automated responses from human communications; support Customer compliance with applicable disclosure requirements. Customers remain responsible for determining whether additional disclosures, notices, or consent are required under applicable telecommunications, privacy, consumer protection, or industry-specific laws. Further information regarding Sagecom's transparency commitments is contained in the AI Transparency & Responsible Use Policy.
19.5 Customer Knowledge Bases
Customers may upload proprietary business information, documentation, and other Customer Content to support AI functionality. Customer Knowledge Bases may include: policies; procedures;
employee manuals; product catalogues; pricing information; frequently asked questions; technical documentation; training materials; contracts; customer support documentation; standard operating procedures; and other authorised business information. Ownership of Customer Knowledge Bases remains exclusively with the Customer. Unless expressly authorised in writing by the Customer: Customer Knowledge Bases are not intentionally shared with other Sagecom customers; Customer Knowledge Bases are processed solely to provide the Services; Sagecom does not intentionally use Customer Knowledge Bases to train public or shared AI foundation models; access to Customer Knowledge Bases is limited to authorised personnel with a legitimate business need, subject to appropriate confidentiality and security controls. The Customer is solely responsible for ensuring that uploaded information may be lawfully processed and does not infringe the rights of any third party.
19.6 AI Prompts
Customers may submit prompts, instructions, workflow configurations, queries, and other inputs ("AI Prompts") to Sagecom's AI Services. Unless otherwise expressly agreed in writing: AI Prompts remain Customer Content;
Sagecom processes AI Prompts solely for the purpose of providing the requested AI Services; AI Prompts are processed in accordance with the Enterprise Privacy & Cookies Policy and the Data Processing Addendum where applicable; Sagecom does not sell AI Prompts or disclose them to unrelated third parties for their independent marketing purposes; Customer participation in any optional AI improvement or model enhancement programme shall require the Customer's explicit consent where such participation involves Customer Content. Customers remain responsible for ensuring that AI Prompts: comply with Applicable Law; do not contain unlawful content; do not infringe third-party rights; are appropriate for the intended business purpose.
19.7 AI Outputs
AI Services may generate responses, recommendations, summaries, transcripts, classifications, reports, analyses, workflow actions, and other machine-generated content ("AI Outputs"). The Customer acknowledges and agrees that: AI Outputs are generated using probabilistic technologies and may contain inaccuracies, omissions, outdated information, or unexpected results; AI Outputs should be independently reviewed before being relied upon for significant legal, financial, medical, employment, regulatory, or other high-risk decisions; Sagecom does not warrant that AI Outputs will always be accurate, complete, error-free, or suitable for every purpose; Customers remain solely responsible for decisions made using AI Outputs. Subject to payment of applicable Fees and compliance with this Agreement, the Customer may use AI Outputs generated specifically for the Customer's authorised use of the
Services for its internal business purposes, subject to Applicable Law and any applicable third-party intellectual property rights. Nothing in this Agreement transfers ownership of Sagecom's underlying AI models, software, algorithms, machine learning systems, APIs, prompts, workflows, methodologies, proprietary datasets, documentation, or other intellectual property. For the avoidance of doubt, the AI Services Terms and AI Transparency & Responsible Use Policy constitute the authoritative documents governing Sagecom's AI governance framework. This Section is intended solely to incorporate those policies into the contractual relationship and shall not be interpreted as limiting, replacing, or modifying any rights, obligations, or protections established under those documents or Applicable Law.
20. Information Security
Sagecom is committed to maintaining a comprehensive, risk-based Information Security Program designed to protect the confidentiality, integrity, availability, and resilience of the Services, Customer Content, Personal Data, telecommunications infrastructure, and supporting information systems. Sagecom's Information Security Program is established in accordance with recognised industry standards, risk management principles, and applicable legal and regulatory requirements and is intended to support the secure delivery of Sagecom's cloud communications, telecommunications, artificial intelligence ("AI"), software, and managed services. This Section provides the contractual framework governing information security and shall be interpreted together with the Enterprise Privacy & Cookies Policy, Data Processing Addendum ("DPA"), AI Services Terms, AI Transparency & Responsible Use Policy, and Incident Response & Data Breach Notification Policy, each of which is incorporated into this Agreement by reference.
20.1 Security Programme
Sagecom maintains an enterprise Information Security Program that incorporates administrative, technical, organisational, and physical safeguards designed to protect Customer information and the Services throughout their lifecycle. The Information Security Program includes, among other matters:
information security governance; risk management; security-by-design principles; privacy-by-design principles; identity and access management; encryption standards; network security; endpoint security; vulnerability management; secure software development; vendor security management; business continuity planning; disaster recovery; security awareness training; incident response; audit logging; continuous monitoring; and periodic security and compliance reviews. The detailed security controls, governance commitments, and technical safeguards maintained by Sagecom are described in the Enterprise Privacy & Cookies Policy and related security documentation, which are incorporated into this Agreement by reference.
20.2 Customer Security
Information security is a shared responsibility between Sagecom and the Customer. The Customer is responsible for implementing appropriate security measures within its own environment, including, where applicable: safeguarding user credentials;
enabling multi-factor authentication where available; maintaining secure endpoint devices; protecting Customer-managed infrastructure; maintaining commercially reasonable anti-malware protection; restricting administrative access; applying security updates; protecting API credentials; maintaining appropriate backup procedures for Customer-managed information; training Authorised Users regarding cybersecurity risks. The Customer shall promptly notify Sagecom upon becoming aware of any actual or suspected security incident that may aƯect the Services, Customer accounts, or Customer Content. Additional Customer security responsibilities are set forth in Section 16 (Customer Responsibilities), the Enterprise Privacy & Cookies Policy, and the applicable Service Attachments.
20.3 Access Controls
Sagecom maintains identity and access management controls designed to limit access to Customer information and production systems to authorised personnel with a legitimate business need. Such controls may include: role-based access controls (RBAC); least-privilege principles; multi-factor authentication for privileged accounts; privileged access management; authentication controls; account lifecycle management; audit logging;
periodic access reviews; and secure administrative procedures. Customers are responsible for administering access within their own organisations, including assigning appropriate permissions to Authorised Users, promptly removing access for former personnel, and protecting authentication credentials. Detailed information regarding Sagecom's access control practices is contained in the Enterprise Privacy & Cookies Policy and Information Security Program.
20.4 Security Incidents
Sagecom maintains a formal Incident Response & Data Breach Notification Program designed to identify, assess, contain, investigate, remediate, document, and recover from security incidents aƯecting the Services. Where Sagecom becomes aware of a confirmed Personal Data Breach or other reportable security incident aƯecting Customer information, Sagecom will respond in accordance with: the Enterprise Privacy & Cookies Policy; the Data Processing Addendum; the Incident Response & Data Breach Notification Policy; Applicable Privacy Laws; and applicable contractual obligations. The Customer agrees to cooperate reasonably with Sagecom in responding to security incidents aƯecting the Customer's use of the Services. Detailed incident response procedures, notification obligations, and breach management requirements are set forth in the Enterprise Privacy & Cookies Policy and are incorporated herein by reference.
20.5 Vulnerability Management
Sagecom operates a risk-based vulnerability management programme intended to identify, assess, prioritise, and remediate security vulnerabilities aƯecting the Services.
The programme may include: vulnerability scanning; secure configuration management; security patch management; penetration testing; threat intelligence; continuous monitoring; software dependency management; remediation tracking; periodic security assessments; and ongoing improvements to security controls. Customers are responsible for maintaining the security of Customer-managed systems, applications, networks, and devices used in connection with the Services, including timely installation of security updates and patches for Customer-controlled environments. For the avoidance of doubt, the Enterprise Privacy & Cookies Policy constitutes the authoritative document describing Sagecom's Information Security Program, technical and organisational measures, incident response framework, security governance, vulnerability management practices, and related safeguards. This Section is intended solely to incorporate those security commitments into this Agreement and shall not be interpreted as limiting, replacing, or modifying the rights, obligations, or security controls established under the Enterprise Privacy & Cookies Policy, the Data Processing Addendum, or Applicable Law.
21. Telecommunications Services
Sagecom provides cloud-based telecommunications and unified communications services using internet protocol ("IP") networks, carrier infrastructure, cloud platforms, and interconnected telecommunications systems. Telecommunications Services are subject to Applicable Law, telecommunications regulations, carrier operating requirements, industry standards, and this Agreement.
Customers acknowledge that telecommunications services diƯer from traditional circuit-switched telephone services and may be aƯected by internet connectivity, power availability, third-party carrier networks, customer equipment, and other operational dependencies. This Section shall be interpreted together with the Enterprise Privacy & Cookies Policy, Communications & Call Recording Policy, Service Level Agreement ("SLA"), Acceptable Use Policy, and applicable Service Attachments, all of which are incorporated into this Agreement by reference.
21.1 Service Availability
Sagecom will use commercially reasonable eƯorts to provide highly available telecommunications services consistent with the applicable Service Level Agreement ("SLA"). Service availability may depend upon numerous factors, including: internet connectivity; Customer network infrastructure; third-party telecommunications carriers; cloud infrastructure providers; public switched telephone networks (PSTN); mobile carrier networks; local power availability; customer equipment; planned maintenance; emergency maintenance; force majeure events. Service availability objectives, maintenance windows, response commitments, and applicable service credits are governed exclusively by the Service Level Agreement. Except as expressly provided in the SLA, Sagecom does not guarantee uninterrupted or error-free telecommunications services.
21.2 Call Routing
Sagecom provides intelligent call routing capabilities designed to direct communications according to Customer-configured business rules. Call routing functionality may include: auto attendants; interactive voice response (IVR); hunt groups; ring groups; simultaneous ring; sequential routing; business hours routing; holiday routing; geographic routing; skill-based routing; AI-assisted routing; overflow routing; disaster recovery routing; failover routing; and customer-configured workflows. The Customer is responsible for configuring and maintaining routing rules appropriate for its business operations. Sagecom is not responsible for call routing errors resulting from: incorrect Customer configuration; outdated routing information; third-party carrier failures; Customer network failures;
inaccurate emergency location information; failures outside Sagecom's reasonable control.
21.3 Number Portability
Subject to regulatory requirements, carrier acceptance, and technical feasibility, Sagecom may facilitate the porting of eligible telephone numbers between telecommunications providers. Customers requesting number portability shall: be the authorised account holder or authorised representative; provide accurate and complete porting documentation; maintain active service with the current provider until the port is completed; cooperate with reasonable requests for verification; satisfy applicable carrier requirements. Number portability timelines depend upon: current service providers; regulatory requirements; carrier processing; documentation accuracy; technical validation. Accordingly, Sagecom cannot guarantee completion dates for number port requests. The Customer acknowledges that temporary service interruptions may occur during the porting process. Sagecom shall not be liable for delays, rejections, or failures resulting from inaccurate Customer information, actions of third-party carriers, regulatory restrictions, or circumstances beyond Sagecom's reasonable control.
21.4 Call Recording
Where enabled by the Customer, Sagecom may provide call recording, transcription, conversation intelligence, AI summarisation, quality assurance, analytics, and related communications services. The Customer is solely responsible for: determining whether call recording is lawful; providing any legally required notices; obtaining required consents; complying with federal, state, provincial, and international recording laws; configuring recording policies; determining appropriate retention periods. Sagecom does not provide legal advice regarding recording laws and makes no representation that Customer recording practices comply with Applicable Law. Detailed requirements governing call recording, transcription, AI summarisation, disclosure obligations, retention, and access controls are set forth in the Communications & Call Recording Policy, which is incorporated into this Agreement by reference.
21.5 Voicemail
Sagecom may provide voicemail services as part of subscribed telecommunications services. Voicemail functionality may include: voicemail storage; voicemail-to-email; voicemail transcription; AI-generated summaries; secure retrieval; administrative controls. The Customer is responsible for:
protecting voicemail access credentials; managing voicemail retention; complying with applicable privacy laws; controlling access to voicemail content. Unless otherwise specified, voicemail storage limits, retention periods, and feature availability are determined by the applicable Service plan and the Enterprise Privacy & Cookies Policy.
21.6 Messaging
Sagecom may provide messaging services supporting business communications through supported electronic messaging channels. Messaging Services may include: SMS; MMS; business notifications; appointment reminders; authentication messages; AI-generated messaging; workflow automation; customer engagement communications; application-to-person (A2P) messaging; API-driven messaging. The Customer shall comply with all Applicable Laws governing electronic messaging, including: consent requirements; anti-spam legislation; telecommunications regulations;
consumer protection laws; carrier policies; industry messaging standards. The Customer shall not use Messaging Services for: unlawful marketing; spam; phishing; fraudulent communications; prohibited political messaging where restricted; malicious software distribution; deceptive practices. Sagecom reserves the right to suspend Messaging Services where necessary to comply with carrier requirements, Applicable Law, or to protect network integrity.
21.7 Emergency Calling (E911)
Where supported and activated, Sagecom may provide Enhanced Emergency Calling ("E911"), Next Generation 911 ("NG911"), or other emergency communications capabilities in accordance with applicable telecommunications regulations. The Customer acknowledges and agrees that: internet-based emergency services diƯer from traditional landline emergency services; emergency calling may be unavailable during internet outages, power failures, service interruptions, equipment failures, or other events beyond Sagecom's reasonable control; emergency services depend upon accurate service address information; nomadic users may be required to update their registered emergency location when changing locations. The Customer shall:
maintain accurate emergency location information; promptly update location information when users relocate; educate Authorised Users regarding emergency calling limitations; maintain alternative methods of contacting emergency services where appropriate. Additional information regarding emergency communications is contained in the applicable Service Attachment and Customer documentation. Nothing in this Agreement guarantees uninterrupted access to emergency services.
22. Intellectual Property Rights
The parties acknowledge and agree that each party retains ownership of its respective intellectual property and proprietary rights. Nothing in this Agreement shall be construed as transferring ownership of any intellectual property unless expressly stated in a written agreement executed by authorised representatives of both parties. This Section shall be interpreted together with the AI Services Terms, Enterprise Privacy & Cookies Policy, Data Processing Addendum ("DPA"), AI Transparency & Responsible Use Policy, and any applicable Statement of Work ("SOW") or Enterprise Agreement, each of which is incorporated into this Agreement by reference.
22.1 Sagecom Intellectual Property
As between the parties, Sagecom and its licensors retain all right, title, and interest in and to the Services and all associated intellectual property, whether existing before, during, or after the EƯective Date. Sagecom Intellectual Property includes, without limitation: software; source code; object code; cloud platforms; telecommunications infrastructure; artificial intelligence models;
large language model implementations; AI workflows; AI orchestration; AI prompts and system prompts developed by Sagecom; APIs; SDKs; integrations; user interfaces; dashboards; websites; mobile applications; databases; algorithms; automation frameworks; templates; business methodologies; workflows; technical documentation; training materials; reports; analytics; trademarks; trade names; service marks; logos; domain names;
copyrights; patents; patent applications; trade secrets; know-how; proprietary business processes; confidential information; and all enhancements, modifications, derivative works, updates, upgrades, and improvements thereto. Except for the limited rights expressly granted under this Agreement, no licence, assignment, transfer, or other intellectual property rights are granted to the Customer, whether by implication, estoppel, or otherwise. Subject to the Customer's continued compliance with this Agreement and payment of all applicable Fees, Sagecom grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the applicable Subscription Term to access and use the Services solely for the Customer's internal business purposes.
22.2 Customer Content
As between the parties, the Customer retains all right, title, and interest in and to Customer Content submitted, uploaded, stored, transmitted, processed, or generated through the Services. Customer Content includes, without limitation: business records; customer records; uploaded documents; contracts; policies; procedures;
product catalogues; pricing information; CRM data; call recordings; voicemail; call transcripts; AI prompts; AI workflow configurations; AI Knowledge Bases; uploaded files; communications; emails; SMS messages; business workflows; custom configurations; data generated by the Customer's business operations. Sagecom does not acquire ownership of Customer Content by virtue of providing the Services. The Customer grants Sagecom only those limited rights necessary to: provide the Services; host Customer Content; process Customer Content; support Customer accounts; maintain security; perform backup and disaster recovery; comply with Applicable Law;
fulfil contractual obligations. Except as expressly authorised by the Customer or required by Applicable Law, Sagecom shall not: sell Customer Content; license Customer Content to unrelated third parties; disclose Customer Content except as permitted by this Agreement; use Customer Content to market products unrelated to the Services. The collection, processing, retention, protection, international transfer, and deletion of Customer Content are governed by the Enterprise Privacy & Cookies Policy and, where applicable, the Data Processing Addendum, both of which are incorporated into this Agreement by reference.
22.3 AI Content Ownership
The parties acknowledge that Sagecom provides AI-powered services that may process Customer Content and generate AI-assisted outputs. Ownership of AI-related content shall be allocated as follows: Customer-Owned Content The Customer retains ownership of: AI prompts; uploaded Knowledge Bases; business documents; uploaded training materials; CRM information; Customer workflows; Customer business rules; call recordings; transcripts;
business communications; Customer-generated datasets; other Customer Content submitted to the Services. Sagecom-Owned Technology Sagecom retains ownership of: AI software; AI orchestration platforms; system prompts; AI models; proprietary workflows; retrieval frameworks; APIs; algorithms; prompt engineering methodologies; software architecture; inference pipelines; embeddings generated as part of Sagecom's proprietary service infrastructure, except to the extent they reproduce Customer Content; platform improvements; machine learning infrastructure; security controls; and all associated intellectual property. AI Outputs Subject to the Customer's compliance with this Agreement and payment of applicable Fees:
AI-generated responses created specifically for the Customer may be used by the Customer for its internal business operations and any other lawful purpose consistent with the subscribed Services and Applicable Law; Sagecom claims no ownership of business-specific AI Outputs generated from the Customer's prompts and Knowledge Bases, except to the extent such outputs contain or embody Sagecom's proprietary software, templates, documentation, or other pre-existing intellectual property. Unless expressly agreed in writing: Sagecom does not intentionally use Customer prompts, Customer Knowledge Bases, or Customer conversations to train public or shared AI foundation models; Customer AI environments are logically segregated from those of other customers; participation in any optional AI model improvement programme requires the Customer's explicit consent. The use, processing, retention, privacy, and governance of AI Content are further governed by the AI Services Terms, AI Transparency & Responsible Use Policy, Enterprise Privacy & Cookies Policy, and Data Processing Addendum, each of which is incorporated into this Agreement by reference.
22.4 Feedback
The Customer may voluntarily provide Sagecom with suggestions, recommendations, enhancement requests, feature requests, comments, ideas, evaluations, or other feedback relating to the Services ("Feedback"). The Customer is under no obligation to provide Feedback. To the extent Feedback is voluntarily provided, the Customer grants Sagecom a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable licence to use, reproduce, modify, adapt, incorporate, publish, distribute, commercialise, and otherwise exploit such Feedback for any lawful business purpose without restriction or obligation to the Customer. Feedback does not include: Customer Confidential Information; Personal Data;
Customer Content; AI prompts; Customer Knowledge Bases; proprietary business documents; trade secrets intentionally disclosed in confidence. Nothing in this Section authorises Sagecom to disclose or exploit Customer Confidential Information except as expressly permitted by this Agreement, the Enterprise Privacy & Cookies Policy, the Data Processing Addendum, the AI Services Terms, or Applicable Law. For the avoidance of doubt: the Enterprise Privacy & Cookies Policy is the authoritative document governing privacy, Personal Data, Customer Content processing, retention, security, and international transfers; the Data Processing Addendum governs Sagecom's obligations where it processes Personal Data on behalf of the Customer; the AI Services Terms and AI Transparency & Responsible Use Policy govern the operation, governance, ownership, and responsible use of Sagecom's AI Services. This Section is intended solely to establish the allocation of intellectual property rights between the parties and shall not be interpreted as limiting or modifying any privacy, confidentiality, data processing, or AI governance obligations established under those incorporated agreements.
23. Confidentiality
The parties recognise that, during the course of their business relationship, each party may disclose or make available Confidential Information to the other. Each party agrees to protect the confidentiality of such information and to use it solely for the purposes of performing or receiving the Services under this Agreement. This Section shall be interpreted together with the Enterprise Privacy & Cookies Policy, Data Processing Addendum ("DPA"), AI Services Terms, AI Transparency & Responsible Use Policy, Information Security Program, and any applicable Non-Disclosure Agreement ("NDA"), each of which is incorporated into this Agreement by reference.
Nothing in this Section limits the parties' obligations under Applicable Law relating to privacy, trade secrets, telecommunications confidentiality, or the protection of Personal Data.
23.1 Confidential Information
For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by or on behalf of one party ("Disclosing Party") to the other party ("Receiving Party"), whether before or after the EƯective Date, in oral, written, electronic, visual, digital, or other form, that: is designated as confidential or proprietary; would reasonably be understood to be confidential based upon its nature or the circumstances of disclosure; or derives independent economic value from not being generally known. Confidential Information includes, without limitation: Sagecom Confidential Information software; source code; object code; AI models; AI system prompts; AI workflows; APIs; technical architecture; network diagrams; security controls; pricing; product roadmaps; implementation methodologies;
trade secrets; business strategies; financial information; customer lists; technical documentation; internal procedures; vulnerability information; penetration testing results; security assessments; proprietary algorithms; research and development information. Customer Confidential Information Customer Content; business records; customer databases; CRM information; contracts; pricing information; financial records; employee information; Knowledge Bases; AI prompts; AI workflow configurations; uploaded documentation; policies; procedures;
call recordings; transcripts; voicemail; communications; implementation information; proprietary business processes; technical specifications; product information; strategic plans. Confidential Information also includes information belonging to a party's AƯiliates, customers, suppliers, subcontractors, licensors, business partners, or authorised representatives where the Receiving Party knows or reasonably should know that such information is confidential.
23.2 Obligations
Each Receiving Party agrees to: maintain the confidentiality of the Disclosing Party's Confidential Information; use Confidential Information solely for purposes of performing or receiving Services under this Agreement; exercise at least the same degree of care used to protect its own confidential information of similar importance, and in no event less than a commercially reasonable standard of care; restrict access to Confidential Information to employees, contractors, AƯiliates, professional advisers, and authorised service providers with a legitimate business need to know; ensure that persons receiving Confidential Information are subject to confidentiality obligations no less protective than those contained in this Agreement; implement reasonable administrative, technical, organisational, and physical safeguards appropriate to the sensitivity of the Confidential Information;
promptly notify the Disclosing Party upon becoming aware of any unauthorised access, disclosure, loss, or misuse of Confidential Information, unless prohibited by Applicable Law. The Receiving Party shall not: disclose Confidential Information to any unauthorised third party; sell, rent, licence, or commercially exploit Confidential Information; reverse engineer Confidential Information except where expressly permitted by Applicable Law; remove confidentiality markings where applicable; use Confidential Information to compete against the Disclosing Party. Sagecom shall process Customer Confidential Information only as necessary to: provide the Services; perform technical support; maintain system security; comply with legal obligations; investigate fraud or abuse; fulfil contractual commitments. The handling of Personal Data, Customer Content, AI prompts, AI Knowledge Bases, call recordings, transcripts, and other regulated information remains subject to the Enterprise Privacy & Cookies Policy, Data Processing Addendum, AI Services Terms, and Information Security Program. The confidentiality obligations contained in this Section shall survive termination or expiration of this Agreement for five (5) years, except that obligations relating to: trade secrets; source code; proprietary AI models; cryptographic keys; security credentials;
Personal Data; Customer Content subject to Applicable Privacy Laws; shall survive for so long as such information remains protected under Applicable Law or continues to qualify as Confidential Information.
23.3 Exceptions
The obligations contained in this Section shall not apply to information that the Receiving Party can demonstrate through competent written evidence: was publicly available at the time of disclosure without breach of this Agreement; becomes publicly available after disclosure through no wrongful act or omission of the Receiving Party; was lawfully known to the Receiving Party before disclosure by the Disclosing Party; was independently developed by the Receiving Party without use of or reference to the Confidential Information; was lawfully obtained from a third party without restriction and without breach of any confidentiality obligation; has been expressly approved for release in writing by the Disclosing Party. General knowledge, skills, experience, and ideas retained in the unaided memory of personnel who have had lawful access to Confidential Information shall not, by themselves, constitute Confidential Information, provided that such personnel do not intentionally memorise Confidential Information to circumvent the obligations of this Agreement.
24. Warranties
The warranties set forth in this Agreement constitute the sole warranties provided by Sagecom with respect to the Services unless otherwise expressly stated in an executed Enterprise Agreement, Order Form, or applicable Service Attachment. The parties acknowledge that the Services consist of cloud-based software, telecommunications services, artificial intelligence services, hosted infrastructure, communications APIs, and related professional services that are subject to technological limitations, internet connectivity, third-party dependencies, and evolving regulatory requirements. This Section shall be interpreted together with the applicable Service Level Agreement (SLA), Enterprise Privacy & Cookies Policy, AI Services Terms, Data Processing Addendum (DPA), and any applicable Statement of Work ("SOW").
24.1 Limited Warranty
Subject to the terms and conditions of this Agreement, Sagecom warrants that during the applicable Subscription Term: (a) Service Performance The Services will perform substantially in accordance with the applicable Documentation and Service Attachments under normal operating conditions. (b) Professional Services Professional Services will be performed: in a professional and workmanlike manner; using personnel possessing appropriate qualifications and experience;
consistent with generally accepted industry standards. (c) Authority Sagecom represents that it has the legal authority to enter into this Agreement and to provide the Services described herein. (d) Compliance Sagecom will use commercially reasonable eƯorts to provide the Services in accordance with Applicable Laws governing the provision of cloud communications, telecommunications, software-as-a-service (SaaS), and artificial intelligence services. (e) Security Sagecom will maintain an Information Security Program incorporating commercially reasonable administrative, technical, organisational, and physical safeguards consistent with its Enterprise Privacy & Cookies Policy. Customer Remedies If the Customer reasonably believes Sagecom has materially breached the foregoing warranties, the Customer shall promptly notify Sagecom in writing and provide reasonable details regarding the alleged non-conformity. Sagecom shall have a reasonable opportunity to investigate and, at its option: repair the aƯected Service; re-perform the aƯected Professional Services; provide a commercially reasonable workaround; replace the aƯected functionality; or where none of the foregoing is commercially reasonable, terminate the aƯected Service and provide any refund expressly required under the applicable Order Form or Applicable Law. These remedies constitute the Customer's exclusive remedies for breach of the limited warranties contained in this Section.
24.2 Disclaimer of Warranties
Except for the express warranties set forth in Section 24.1, and to the maximum extent permitted by Applicable Law: the Services are provided "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS"; Sagecom expressly disclaims all other warranties, representations, guarantees, and conditions, whether express, implied, statutory, or otherwise. Without limitation, Sagecom disclaims all implied warranties of: merchantability; satisfactory quality; fitness for a particular purpose; title; non-infringement; uninterrupted availability; uninterrupted telecommunications connectivity; error-free operation; compatibility with third-party products; accuracy of AI-generated content. Sagecom does not warrant that: the Services will be uninterrupted; every defect will be corrected; all telecommunications services will remain continuously available; internet connectivity will remain uninterrupted; third-party carrier services will always be available; third-party cloud services will always be available; AI-generated outputs will always be accurate, complete, unbiased, current, or suitable for every business purpose.
Customers remain responsible for independently reviewing AI-generated outputs before relying upon them for legal, financial, healthcare, employment, regulatory, emergency response, or other significant business decisions. Nothing in this Section excludes warranties that cannot legally be excluded under Applicable Law.
25.1 Customer Indemnity
The Customer shall defend, indemnify, and hold harmless Sagecom, its AƯiliates, oƯicers, directors, employees, contractors, licensors, successors, and assigns from and against any third-party claims, actions, investigations, damages, liabilities, judgments, settlements, penalties, fines, costs, and reasonable attorneys' fees arising out of or relating to: the Customer's breach of this Agreement; Customer Content; Customer Data; AI prompts submitted by the Customer; Customer Knowledge Bases; Customer workflow configurations; unlawful use of the Services; violation of Applicable Law; infringement of third-party intellectual property rights arising from Customer Content; privacy violations caused by the Customer; unlawful call recording; unlawful messaging activities; telecommunications misuse; fraud;
negligent acts or omissions of the Customer; misuse of AI Services. The foregoing indemnity does not apply to the extent a claim results from Sagecom's gross negligence or wilful misconduct.
25.2 Sagecom Indemnity
Subject to the limitations set forth in this Agreement, Sagecom shall defend the Customer against any third-party claim alleging that the authorised use of the Services infringes a valid copyright, trademark, patent, or trade secret under Applicable Law. Sagecom shall indemnify the Customer against damages finally awarded or settlements approved by Sagecom arising from such claims. Sagecom shall have no indemnification obligation to the extent a claim arises from: Customer Content; Customer Data; Customer modifications; Customer-developed software; third-party products; Customer instructions; Customer misuse of the Services; use of outdated software where a non-infringing update has been provided; combinations of the Services with products or services not supplied by Sagecom where the infringement would not otherwise have occurred. If an infringement claim appears likely, Sagecom may, at its option: procure the right for continued use; modify the aƯected Service so that it becomes non-infringing; replace the aƯected Service with substantially equivalent functionality; or terminate the aƯected Service and refund any prepaid Fees covering the unused portion of the applicable Subscription Term.
This Section states Sagecom's sole liability and the Customer's exclusive remedy regarding third-party intellectual property infringement claims.
25.3 Procedures
A party seeking indemnification ("Indemnified Party") shall: promptly notify the other party ("Indemnifying Party") of the claim; provide reasonable cooperation; allow the Indemnifying Party to control the defence and settlement of the claim. Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by the delay. The Indemnifying Party shall not settle any claim that: admits liability of the Indemnified Party; imposes obligations upon the Indemnified Party; restricts the Indemnified Party's future business operations, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned, or delayed. The Indemnified Party may participate in the defence at its own expense through counsel of its choosing.
26. Limitation of Liability
The Customer acknowledges and agrees that the Fees charged for the Services reflect the allocation of risk between the parties and that Sagecom would not provide the Services at the agreed pricing without the limitations of liability set forth in this Agreement. To the fullest extent permitted by Applicable Law, the limitations contained in this Section apply regardless of the form of action, whether arising in contract, tort (including negligence), strict liability, statute, equity, or otherwise, even if a party has been advised of the possibility of such damages and regardless of whether any limited remedy fails of its essential purpose.
26.1 Excluded Damages
To the maximum extent permitted by Applicable Law, Sagecom, its AƯiliates, licensors, suppliers, subcontractors, telecommunications carriers, cloud infrastructure providers, artificial intelligence providers, and their respective oƯicers, directors, employees, contractors, successors, and assigns shall not be liable for any indirect, incidental, consequential, exemplary, punitive, special, or enhanced damages of any kind. Without limitation, Sagecom shall not be liable for: loss of profits; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of customers; loss of contracts; loss of goodwill; reputational damage; business interruption; loss of productivity; loss of use; downtime caused by third-party providers; loss, corruption, alteration, or unavailability of data; loss of Customer Content; loss of AI-generated outputs; inaccurate or incomplete AI-generated responses; loss arising from Customer reliance on AI-generated content; telecommunications outages; internet service interruptions;
carrier failures; cloud provider outages; cyberattacks by third parties; denial-of-service attacks; security incidents not caused by Sagecom's gross negligence or wilful misconduct; unauthorised access resulting from compromised Customer credentials; procurement of substitute goods or services; or any other commercial or economic loss, whether direct or indirect in nature. These exclusions apply irrespective of whether such damages were foreseeable or whether Sagecom was advised of the possibility of such damages.
26.2 Liability Cap
To the maximum extent permitted by Applicable Law, Sagecom's aggregate cumulative liability arising out of or relating to this Agreement, the Services, any Order Form, Statement of Work, Professional Services, AI Services, APIs, telecommunications services, or any related products or services shall not exceed the total Fees actually paid by the Customer to Sagecom for the specific Service giving rise to the claim during the six (6) months immediately preceding the event giving rise to the first claim. For purposes of this Section: all claims arising from related facts, circumstances, transactions, events, or Services shall be aggregated and treated as a single claim; the liability cap is cumulative and shall not be increased by multiple claims, multiple incidents, multiple legal theories, renewals, or successive Subscription Terms; refunds, service credits, and other amounts previously paid by Sagecom relating to the same claim shall reduce the remaining liability available under the cap; Professional Services, implementation projects, consulting services, managed services, AI Services, APIs, telecommunications services, and Subscription Services are collectively subject to the same aggregate liability cap.
The Customer acknowledges that the limitations contained in this Section represent a reasonable allocation of commercial risk and form an essential basis of the parties' agreement.
27. Suspension of Services
Sagecom reserves the right to suspend, restrict, or disable all or any portion of the Services where reasonably necessary to protect the security, integrity, availability, legal compliance, or commercial operation of the Services.
Suspension is intended to protect Sagecom, its Customers, telecommunications infrastructure, cloud platforms, third-party providers, and the public from fraud, abuse, security threats, regulatory violations, or operational risks. Unless prohibited by Applicable Law or where immediate action is necessary, Sagecom will use commercially reasonable eƯorts to provide notice before or promptly after a suspension. Suspension of one Service does not obligate Sagecom to suspend or terminate other Services provided to the Customer.
27.1 Grounds for Suspension
Without limiting any other rights available under this Agreement, Sagecom may immediately suspend or restrict any Service if Sagecom reasonably determines that: the Customer has materially breached this Agreement or any incorporated policy; payment of undisputed Fees is overdue; fraudulent activity is suspected; telecommunications fraud or toll fraud has been detected; the Customer has violated the Acceptable Use Policy; AI Services are being used unlawfully or in violation of the AI Services Terms; Customer activity presents a cybersecurity risk; malware, ransomware, phishing, spam, or other malicious activity is detected; unauthorised access to the Services is suspected; Customer credentials have been compromised; suspension is necessary to prevent harm to Sagecom, other Customers, or third parties; required Customer verification cannot be completed; a governmental authority, telecommunications carrier, payment processor, cloud provider, or regulatory authority requires suspension; continued operation may expose Sagecom to legal, regulatory, financial, reputational, or operational risk;
emergency maintenance is required to protect the Services; or suspension is otherwise permitted by Applicable Law.
27.2 Emergency Suspension
Sagecom may immediately suspend all or part of the Services without prior notice where Sagecom reasonably believes that immediate action is necessary to: protect network integrity; protect Customer information; prevent fraud; prevent abuse of telecommunications services; prevent AI misuse; respond to cybersecurity threats; comply with legal or regulatory obligations; preserve evidence relating to suspected unlawful activity; protect public safety; or maintain the stability of the Services. Where practicable, Sagecom will provide notice after the suspension has occurred.
27.3 Customer Cooperation
The Customer agrees to cooperate promptly with Sagecom in investigating and resolving the circumstances giving rise to any suspension. Failure to cooperate may result in continued suspension or termination of the aƯected Services. The Customer shall remain responsible for all Fees accruing during a suspension unless the suspension results solely from Sagecom's material breach of this Agreement or unless otherwise required by Applicable Law.
27.4 Restoration of Services
Where the circumstances giving rise to suspension have been remedied, Sagecom may restore the aƯected Services using commercially reasonable eƯorts. Sagecom reserves the right to require: payment of outstanding undisputed amounts; completion of security verification; implementation of corrective actions; execution of updated contractual documentation; additional fraud prevention measures; updated account information; or other reasonable conditions before restoring Services. Restoration timelines may vary depending upon the nature of the suspension, security requirements, carrier obligations, and technical considerations.
28. Termination
This Agreement shall remain in eƯect until terminated in accordance with its terms. Termination of this Agreement shall not aƯect any rights, obligations, liabilities, or remedies that accrued before the eƯective date of termination. Termination of one Service does not automatically terminate all Services unless expressly stated in the applicable Order Form or agreed in writing.
28.1 Termination for Convenience
Customer Termination Unless otherwise provided in an applicable Order Form, Enterprise Agreement, or Statement of Work, the Customer may elect not to renew a Subscription by providing the required notice specified in this Agreement. Where month-to-month Services are oƯered, the Customer may terminate such Services by providing at least thirty (30) days' prior written notice.
Subscription Services purchased for a fixed term may not be terminated for convenience before expiration of the applicable Subscription Term unless: expressly permitted in the applicable Order Form; agreed in writing by Sagecom; or required by Applicable Law. Early termination of a fixed-term subscription may result in: early termination charges; immediate payment of remaining committed Fees; forfeiture of promotional pricing; repayment of implementation incentives, credits, or discounts where provided under the applicable Order Form. Sagecom Termination To the maximum extent permitted by Applicable Law, Sagecom may discontinue any Service or terminate this Agreement for convenience by providing at least thirty (30) days' prior written notice where commercially reasonable. Nothing in this Section obligates Sagecom to continue oƯering any product, feature, integration, AI capability, telecommunications service, or third-party functionality indefinitely.
28.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; becomes insolvent; enters bankruptcy, liquidation, receivership, or similar proceedings; ceases substantially all business operations; assigns assets for the benefit of creditors; or
is otherwise unable to perform its material obligations under this Agreement. Without limiting the foregoing, Sagecom may immediately terminate all or part of the Services where: fraud is confirmed; unlawful activity is confirmed; telecommunications abuse is confirmed; AI Services are intentionally misused; Customer Content materially violates Applicable Law; the Customer repeatedly violates the Acceptable Use Policy; continued provision of the Services would expose Sagecom to legal, regulatory, financial, or security risks; a governmental authority or carrier requires termination; the Customer repeatedly fails to pay undisputed Fees after notice and opportunity to cure where required. Termination for cause shall be in addition to, and not in lieu of, any other remedies available to Sagecom under this Agreement or Applicable Law.
28.3 EƯects of Termination
Upon termination or expiration of this Agreement: the Customer's licence to access and use the aƯected Services immediately ceases; Sagecom may deactivate Customer accounts; Customer access credentials may be disabled; APIs may be revoked; telephone numbers may be disconnected or returned to the applicable numbering administrator or carrier, subject to applicable porting rules; recurring billing shall cease except for accrued obligations;
all unpaid Fees immediately become due and payable to the extent permitted by Applicable Law; each party shall remain responsible for obligations that accrued prior to termination. Termination shall not relieve the Customer of responsibility for: undisputed unpaid Fees; usage charges incurred before termination; taxes; regulatory fees; telecommunications charges; Professional Services already performed; indemnification obligations; confidentiality obligations; intellectual property obligations; or other provisions that expressly survive termination. The following provisions shall survive termination or expiration of this Agreement to the extent applicable: Fees and Payment Obligations; Intellectual Property Rights; Confidentiality; Privacy and Data Protection; Information Security; AI Governance; Indemnification; Limitation of Liability; Dispute Resolution; Governing Law;
Export Controls; General Provisions; and any provision that by its nature is intended to survive termination.
29. Regulatory Compliance
Sagecom is committed to conducting its business in compliance with applicable telecommunications, privacy, cybersecurity, trade, anti-corruption, export control, sanctions, and other legal and regulatory requirements applicable to the Services. The Customer acknowledges that use of the Services may be subject to laws and regulations imposed by governmental authorities, telecommunications regulators, data protection authorities, payment networks, cloud service providers, and other regulatory bodies in one or more jurisdictions. Each party shall comply with all Applicable Laws relating to its respective performance under this Agreement. This Section shall be interpreted together with the Enterprise Privacy & Cookies Policy, Data Processing Addendum ("DPA"), AI Services Terms, AI Transparency & Responsible Use Policy, Acceptable Use Policy, Communications & Call Recording Policy, and applicable Service Attachments, each of which is incorporated into this Agreement by reference.
29.1 Telecommunications Laws
The Customer shall use the Services in compliance with all applicable telecommunications laws, regulations, licensing requirements, carrier rules, and industry standards in each jurisdiction where the Services are accessed or used. Without limitation, the Customer shall comply with laws relating to: voice communications; internet-based telecommunications; business messaging; caller identification; robocalling; telemarketing; emergency calling; call recording; telecommunications privacy; Customer Proprietary Network Information (CPNI); numbering resources; number portability; lawful interception; accessibility requirements; consumer protection; fraud prevention; and carrier registration or messaging campaign requirements, where applicable. The Customer is solely responsible for obtaining any licences, registrations, notices, disclosures, approvals, or consents required for its use of the Services.
Sagecom reserves the right to suspend, restrict, or terminate Services where reasonably necessary to comply with Applicable Law, regulatory directives, carrier requirements, or governmental orders. Nothing in this Agreement shall be interpreted as requiring Sagecom to provide any Service in a jurisdiction where such Service would violate Applicable Law or expose Sagecom to unreasonable legal or regulatory risk.
29.2 Privacy Laws
Each party shall comply with Applicable Privacy Laws relating to the collection, use, disclosure, storage, processing, retention, transfer, and protection of Personal Data. Where Sagecom processes Personal Data on behalf of the Customer, such processing shall be governed by the Data Processing Addendum ("DPA"), which forms part of this Agreement. The Customer remains responsible for: determining the lawful basis for processing Personal Data; providing legally required privacy notices; obtaining any required consents; responding to data subject requests unless otherwise required by the DPA; ensuring that Customer Content may lawfully be processed using the Services. Sagecom's privacy practices, international transfer mechanisms, information security controls, data retention practices, cookie management, and privacy rights are governed by the Enterprise Privacy & Cookies Policy, which is incorporated into this Agreement by reference. Nothing in this Agreement shall be interpreted as reducing or modifying the obligations established under the Enterprise Privacy & Cookies Policy, the DPA, or Applicable Privacy Laws.
29.3 Export Controls
The Services, software, technology, encryption, documentation, technical data, and related materials provided by Sagecom may be subject to export control, re-export control, customs, and import laws of the United States and other applicable jurisdictions. The Customer represents and warrants that it shall not, directly or indirectly: export, re-export, transfer, release, or otherwise make available the Services or related technology in violation of Applicable Export Control Laws; use the Services for any prohibited military, nuclear, chemical, biological, missile, or weapons-related end use prohibited by Applicable Law; provide access to any person or entity subject to applicable export restrictions; use the Services in violation of trade embargoes or export licensing requirements. The Customer is solely responsible for obtaining any licences, permits, authorisations, or governmental approvals required for its use, export, re-export, or transfer of the Services. Sagecom may suspend or terminate the Services immediately where it reasonably believes continued provision would violate Applicable Export Control Laws.
29.4 Anti-Bribery & Anti-Corruption
Each party represents and warrants that it shall comply with all Applicable Laws relating to anti-bribery, anti-corruption, anti-kickback, fraud prevention, and ethical business conduct. Neither party shall, directly or indirectly: oƯer; promise; authorise; solicit; receive; or provide any bribe, kickback, improper payment, facilitation payment (except where expressly permitted by Applicable Law), or other thing of value intended to improperly influence any person or governmental oƯicial in connection with this Agreement.
Each party shall maintain commercially reasonable internal policies and controls designed to promote ethical business practices and compliance with applicable anti-corruption laws. If either party becomes aware of conduct that may materially violate this Section, it shall promptly notify the other party to the extent legally permitted. Any material breach of this Section shall constitute a material breach of this Agreement and may result in immediate suspension or termination by Sagecom.
29.5 Sanctions Compliance
The Customer represents and warrants that, at the time of entering into this Agreement and throughout the Subscription Term: it is not a person or entity subject to comprehensive trade sanctions or embargoes imposed by the United States, the United Kingdom, the European Union, the United Nations, or other applicable governmental authority; it is not owned or controlled by any sanctioned person or entity to the extent prohibited by Applicable Law; it will not use the Services in violation of Applicable Sanctions Laws; it will not make the Services available to any prohibited person, organisation, or jurisdiction where such activity is prohibited by Applicable Law. The Customer further agrees that it shall not use the Services: to support unlawful sanctioned activities; to evade sanctions; for prohibited transactions; for any activity that would reasonably expose Sagecom to sanctions liability. Sagecom may immediately suspend or terminate the Services, without liability, where Sagecom reasonably determines that continued provision of the Services may violate Applicable Sanctions Laws, export control laws, governmental directives, or regulatory obligations. The Customer shall promptly notify Sagecom if it becomes aware of any circumstance that may aƯect its compliance with this Section.
For the avoidance of doubt, the Enterprise Privacy & Cookies Policy, Data Processing Addendum, AI Services Terms, AI Transparency & Responsible Use Policy, Acceptable Use Policy, and Communications & Call Recording Policy contain additional compliance obligations relating to privacy, data protection, information security, artificial intelligence, telecommunications, and customer use of the Services. Those documents are incorporated into this Agreement by reference and shall govern their respective subject matter. Nothing in this Section shall be interpreted as limiting Sagecom's right to comply with Applicable Law, regulatory requirements, governmental requests, or lawful orders, or to suspend or terminate the Services where necessary to maintain legal or regulatory compliance.
30. Force Majeure
Neither party shall be liable for any delay, failure to perform, interruption, degradation of service, or inability to perform its obligations under this Agreement to the extent such delay or failure results from a Force Majeure Event, provided that the aƯected party uses commercially reasonable eƯorts to mitigate the eƯects of the event and resume performance as soon as reasonably practicable. For purposes of this Agreement, a Force Majeure Event means any event beyond the reasonable control of the aƯected party, whether foreseeable or unforeseeable, including, without limitation: acts of God; natural disasters; hurricanes; floods; earthquakes; tornadoes; fires; epidemics; pandemics; public health emergencies; war;
invasion; armed conflict; terrorism; civil unrest; riots; strikes or labour disputes not involving the aƯected party's employees; governmental actions; changes in Applicable Law; embargoes; sanctions; import or export restrictions; utility failures; power outages; internet outages; failures of telecommunications carriers; failures of cloud infrastructure providers; failures of data centres; failures of domain name services; failures of payment networks; failures of third-party artificial intelligence providers; denial-of-service attacks; cyberattacks by third parties; malicious acts of third parties; widespread software vulnerabilities; supply chain disruptions; and any other event beyond the reasonable control of the aƯected party.
The aƯected party shall use commercially reasonable eƯorts to: minimise the eƯects of the Force Majeure Event; restore Services where reasonably practicable; resume performance as soon as reasonably possible. Notwithstanding the foregoing: Force Majeure Events do not excuse the Customer's obligation to pay undisputed Fees that became due before the Force Majeure Event; Sagecom shall not be liable for Service interruptions caused by third-party telecommunications carriers, internet service providers, cloud infrastructure providers, AI providers, utilities, governmental actions, or other third parties beyond Sagecom's reasonable control. If a Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents performance of a material obligation, either party may terminate the aƯected Services upon written notice without further liability, except for obligations accrued prior to termination.
31. Governing Law & Dispute Resolution
The parties agree that eƯicient and cost-eƯective dispute resolution is essential to their commercial relationship. The procedures set forth in this Section are intended to resolve disputes promptly while preserving the parties' business relationship wherever reasonably possible. This Section shall survive termination or expiration of this Agreement.
31.1 Governing Law
This Agreement, together with all incorporated policies, Order Forms, Statements of Work, and Service Attachments, shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles. The parties expressly exclude the application of:
the United Nations Convention on Contracts for the International Sale of Goods (CISG); any similar international treaty governing the sale of goods; and any choice-of-law rule that would require application of the laws of another jurisdiction. Nothing in this Agreement prevents Sagecom from complying with mandatory legal or regulatory obligations applicable in any jurisdiction where the Services are provided.
31.2 Arbitration
Except as otherwise expressly provided in this Agreement, any dispute, claim, controversy, or cause of action arising out of or relating to this Agreement or the Services shall be resolved exclusively by final and binding arbitration. Arbitration shall: be administered by the American Arbitration Association (AAA) or another nationally recognised arbitration provider selected by Sagecom if the AAA is unavailable; be conducted in accordance with the applicable Commercial Arbitration Rules in eƯect at the time arbitration is commenced; be conducted by one (1) arbitrator experienced in commercial technology, telecommunications, or software disputes; be conducted in the English language; remain confidential except as required by Applicable Law. The arbitrator shall have authority to award only those remedies available under this Agreement and Applicable Law. The arbitrator shall have no authority to: award punitive or exemplary damages where excluded under this Agreement; modify the liability limitations contained in this Agreement; rewrite or reform the contractual provisions agreed by the parties.
Each party shall bear its own attorneys' fees and costs unless the arbitrator determines otherwise under Applicable Law or this Agreement. Unless prohibited by Applicable Law: arbitration shall be conducted solely on an individual basis; class actions, representative actions, consolidated proceedings, and private attorney general actions are expressly waived; no arbitration shall be joined with another arbitration without Sagecom's prior written consent.
31.3 Venue
To the extent a dispute is not subject to mandatory arbitration, or where judicial proceedings are necessary to enforce an arbitration award or obtain provisional relief, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, USA. Each party: waives any objection based upon inconvenient forum; waives any objection to personal jurisdiction in such courts; consents to service of process in any manner permitted by Applicable Law. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction.
31.4 Injunctive Relief
Notwithstanding the arbitration provisions contained herein, Sagecom may seek immediate temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction where reasonably necessary to: protect its Confidential Information; protect its intellectual property; enforce restrictive provisions of this Agreement;
prevent unauthorised access to the Services; prevent cybersecurity threats; prevent misuse of AI Services; prevent misuse of APIs; protect telecommunications infrastructure; enforce payment obligations where equitable relief is appropriate; or prevent irreparable harm. The Customer acknowledges that unauthorised use of Sagecom's software, telecommunications platform, AI Services, APIs, Confidential Information, or intellectual property may cause irreparable harm for which monetary damages would be an inadequate remedy. The parties agree that Sagecom shall not be required to post bond or other security where such requirement may lawfully be waived.
32. Notices
All notices required or permitted under this Agreement shall be in writing. Notices may be delivered by: electronic mail; the Customer Portal; recognised overnight courier; certified or registered mail; nationally recognised commercial delivery service; or another method expressly agreed by the parties in writing. Unless otherwise specified, notices shall be deemed received: immediately upon posting within the Customer Portal where login notification is provided; upon confirmed electronic transmission by email;
one (1) Business Day after delivery to an overnight courier; three (3) Business Days after deposit with certified or registered mail. Customers are responsible for maintaining accurate administrative and billing contact information throughout the Subscription Term. Legal notices to Sagecom shall be delivered to the address or email designated by Sagecom for legal notices and updated from time to time. Routine operational communications, maintenance notifications, security advisories, billing notifications, product updates, and policy updates may be delivered electronically and shall constitute eƯective notice under this Agreement. Failure by the Customer to maintain current contact information shall not invalidate notices properly sent by Sagecom.
34. Assignment
Neither the Customer nor any Authorised User may assign, transfer, delegate, sublicense, novate, pledge, encumber, or otherwise dispose of any rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, merger, consolidation,
acquisition, reorganisation, change of control, or otherwise, without the prior written consent of Sagecom. Any attempted assignment in violation of this Section shall be null and void. Notwithstanding the foregoing, Sagecom may, without the Customer's consent: assign this Agreement to an AƯiliate; assign this Agreement in connection with a merger, acquisition, corporate restructuring, financing transaction, sale of assets, or change of control; subcontract portions of the Services to qualified third-party service providers, cloud providers, telecommunications carriers, artificial intelligence providers, payment processors, or other subcontractors, provided Sagecom remains responsible for its contractual obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
35. Independent Contractors
The relationship between Sagecom and the Customer is that of independent contracting parties. Nothing contained in this Agreement shall be construed to create: a partnership; joint venture; agency relationship; employment relationship; fiduciary relationship; franchise; legal association; or representative authority. Neither party has authority to: bind the other party;
incur obligations on behalf of the other party; make warranties or representations on behalf of the other party; enter into agreements on behalf of the other party. Each party shall remain solely responsible for: its own employees; payroll taxes; benefits; insurance; regulatory compliance; business operations.
36. Publicity
Unless otherwise expressly agreed in writing, neither party shall issue press releases or public announcements stating that the other party has endorsed its products or services. Notwithstanding the foregoing, Sagecom may: identify the Customer by name and logo as a customer; include the Customer in customer lists; reference the Customer in sales presentations; describe the general nature of the Services provided; develop customer success stories, testimonials, or case studies, provided that Sagecom does not disclose the Customer's Confidential Information and honours any written confidentiality obligations restricting such use. If the Customer reasonably objects to being identified publicly, the Customer may submit a written request to Sagecom, and Sagecom will use commercially reasonable eƯorts to honour such request for future marketing materials.
37. Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Sagecom and the Customer regarding the Services and supersedes all prior or contemporaneous: discussions; negotiations; proposals; quotations; marketing materials; understandings; representations; warranties; communications; and agreements, whether oral, written, electronic, or otherwise, relating to the subject matter of this Agreement. The following documents collectively constitute the entire agreement between the parties, to the extent applicable: Master Terms of Service; applicable Order Forms; Enterprise Agreements; Master Services Agreements (MSAs); Statements of Work; Service Attachments; Enterprise Privacy & Cookies Policy; Data Processing Addendum (DPA); AI Services Terms; AI Transparency & Responsible Use Policy; Communications & Call Recording Policy;
Service Level Agreement (SLA); Acceptable Use Policy; Customer Support & Onboarding Policy; Refund & Cancellation Policy; and any written amendments executed by authorised representatives of both parties. Customer purchase orders, procurement terms, online procurement portals, vendor registration documents, or other Customer-generated documentation shall not modify this Agreement unless expressly accepted in writing by an authorised representative of Sagecom.
38. Severability
If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, unenforceable, or contrary to Applicable Law: the remaining provisions shall remain in full force and eƯect; the invalid provision shall be enforced to the maximum extent permitted by Applicable Law; if enforcement is not possible, the provision shall be modified only to the minimum extent necessary to render it enforceable while preserving the parties' original commercial intent. The invalidity of one provision shall not aƯect the enforceability of any remaining provision.
39. Waiver
No failure, delay, or omission by Sagecom in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. Any waiver shall be eƯective only if: made in writing; and signed by an authorised representative of Sagecom. A waiver of any breach shall not constitute:
a waiver of any prior breach; a waiver of any subsequent breach; a waiver of any other provision of this Agreement. The exercise of one remedy shall not preclude the exercise of any other remedy available under this Agreement or Applicable Law.
40. Survival
Any provision which, by its nature or express terms, is intended to survive termination or expiration of this Agreement shall survive. Without limitation, the following provisions shall survive: payment obligations; accrued rights; confidentiality; intellectual property rights; customer ownership of Customer Content; AI ownership provisions; data retention obligations; privacy obligations; information security obligations; indemnification; limitation of liability; dispute resolution; governing law; export controls; sanctions compliance; audit rights; compliance obligations;
notices; miscellaneous provisions; and any provision necessary to give eƯect to the intent of this Agreement. Termination or expiration shall not aƯect any rights or obligations that accrued before termination.
41. Amendments
Except as otherwise expressly provided in this Agreement, no amendment, modification, or waiver shall be binding unless: made in writing; and executed by authorised representatives of both parties. Notwithstanding the foregoing, Sagecom may update: incorporated policies; technical documentation; product documentation; Service Attachments; operational procedures; security requirements; product features; service descriptions; where reasonably necessary to: comply with Applicable Law; improve security; enhance the Services; reflect changes in technology; maintain regulatory compliance; support operational improvements.
Material changes aƯecting the Customer's contractual rights or obligations will become eƯective in accordance with the notice provisions contained in this Agreement or as otherwise required by Applicable Law. Continued use of the Services after the eƯective date of such changes constitutes acceptance of the revised terms.
42. No Third-Party Beneficiaries
Except as expressly stated in this Agreement, nothing contained herein shall confer any rights, remedies, or benefits upon any person or entity other than the parties and their respective permitted successors and assigns. Without limitation: Authorised Users; employees; contractors; AƯiliates; customers; suppliers; telecommunications carriers; cloud providers; artificial intelligence providers; and subcontractors, shall not be deemed third-party beneficiaries solely by virtue of this Agreement. Nothing in this Section limits Sagecom's right to engage subcontractors or third-party providers in connection with the Services.
43. Counterparts
This Agreement, together with any Order Form, Statement of Work, Enterprise Agreement, amendment, or other related document, may be executed in one or more counterparts.
Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same legally binding agreement. Electronic copies, scanned signatures, electronic signatures, digital signatures, and electronically transmitted counterparts shall be deemed originals and shall be fully enforceable to the maximum extent permitted by Applicable Law.
