1. DEFINITIONS:

1.1 Participant means the juristic entities or company who meet the criteria to receive the Promotional Offer as set out in clause 4. In the instance that the Participant is a member/subsidiary/holding entity for a wider group of entities, the Participant will be required to have their own Master Services Agreement and be independently invoiced thereon by Clickatell in order to be seen as a unique Participant. Aggregated group engagements will only count as one Participant irrespective of the subsidiaries consuming the services separately.

1.2 Promotional Offer means the once-off discount being awarded to qualifying Participants and as further described in clause 3 and 5.

2. INTRODUCTION

2.1 These terms and conditions refer specifically to the Promotion launched by Clickatell and available to qualifying Participants for the period 20 February 2023 to 1 July 2023 (“Promotional Period”) or such alternative end date as will be communicated on the Clickatell website from time to time, irrespective of whether such is a reduced or extended period.

2.2 Upon expiry or termination of the Promotional Period, no new Participants will be eligible to receive the Promotional Offer and no representations to this effect will be of any binding force on the part of Clickatell irrespective of the Party by whom such were made.

2.3 Clickatell reserves the right to extend or terminate the Promotional Period at any time.

3. THE PROMOTIONAL OFFER

3.1 The Promotional Offer (as further clarified in clause 5 below) is as per the Marketing material associated herewith, but for the sake of clarity and in order to clarify any confusion, the Promotion takes the following form:

3.1.1 Upon the successful completion of the eligibility conditions set out in Clause 4.1 below and subject to the exclusion factors set out in 4.2 below, the Participant will be entitled to a USD1000.00 discount on their first monthly invoice that exceeds USD1000.00, which amount will be set off against that individual invoice.

3.1.2 The discount referenced above cannot be used across multiple invoices or used in respect of aggregated invoices to qualify.

3.1.3 Clickatell reserves the right to refuse to apply the discount if the Participant fails to reach the USD1000.00 invoice threshold or does not maintain the committed volumes required in the Agreement and eligibility factors.

4. ELIGIBILITY

4.1 To qualify for the once-off Promotional Offer, the Participant must : -

4.1.1 Be a formally incorporated juristic entity situated / operating in the United States of America;

4.1.2 Be approved (by Clickatell at their sole discretion) to receive post-paid payment terms;

4.1.3 Adequately complete and sign the Know-Your-Customer (KYC) due diligence questionnaire;

4.1.4 Conclude a Master Services Agreement and a Connect Services SMS Annexure with Clickatell for a committed non-terminable period of at least 1 (one) year;

4.1.5 Commit to a minimum monthly volume of at least USD1000.00 in invoiced spend for the minimum duration of the 12 month committed period.

4.2 The following person/s are expressly excluded from participating in the Promotion:

4.2.1 Existing or former customers of Clickatell;

4.2.2 a director, employee, agent of, or consultant to Clickatell or any other person who directly or indirectly controls or is controlled by Clickatell;

4.2.3 a director, employee, agent of, or consultant to a supplier of goods or services in connection with the Promotional Offer; and/or

4.2.4 the spouses, life partners, business partners or immediate family members of the parties referred to in clauses 3.2.1 to 3.2.3 above.

5. ONCE-OFF DISCOUNT:

5.1 In addition to the qualifying criteria set out in clause 4.1 above, the Participant will only be eligible to receive the Promotional Offer, where the monthly volume invoiced for SMSs sent from the US (irrespective of destination) exceed the amount of USD1000.00.

5.2 Once the Participant achieves the aforementioned spend, the Promotional Offer amount will automatically be credited to the Participant’s account.

5.3 Each Participant will only be entitled to receive the Promotional Offer once.

5.4 the Promotional Offer is non-transferable, non-refundable, and cannot be exchanged or redeemed for cash.

6. LIMITATION OF LIABILITY

6.1 The Participant agrees to indemnify, defend and hold harmless Clickatell and any of its contractors, agents, employees, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of the Participant’s use of the Promotional Offer.

6.2 The Promotional Offer is provided “as is” and without any undertaking on the part of Clickatell as to its suitability for the desired outcome of the Participant. In addition Clickatell shall bear no liability for any damages associated with the use of the Promotion, either direct or indirect damages, and the risk of use is borne solely by the Participant throughout the use thereof.

6.3 Clickatell shall further not be liable for any financial losses arising out of the refusal, cancellation or withdrawal of the Promotional Offer or any failure or inability of the Participant to take advantage of the Promotional Offer.

7. GENERAL

7.1 By entering into the Promotion, the Participant consents to Clickatell processing the Participant’s personal information (including but not limited to your likeness and your company details) for promotional purposes in order to conduct and execute the Promotion.

7.2 Clickatell reserves the right, at any time to verify the validity of the Participant, including but not limited to the Participant’s identity, age and place of residence, and to disqualify any Participant who fails to comply with these terms and conditions.

7.3 Clickatell reserves its right to terminate the Promotion for any reason and the right to amend these terms and conditions on reasonable notice to the Participants and will communicate such termination or amendments on Clickatell’s website and/or social media pages.