Terms of Service

Effective date: 1 January 2025   |   Last updated: 1 January 2025   |   Version: 1.0

1. Definitions

In these Terms:

• "Agreement" means these Terms of Service together with any Order Form, Service Schedule, or Statement of Work executed by the parties.
• "Customer" (or "you") means the company or individual accessing or using the Services.
• "Tech Network", "we", "our", or "us" means Tech Network Limited, a company incorporated in Hong Kong.
• "Services" means the telecommunications services, software platforms, APIs, and related offerings provided by Tech Network as described in the applicable Service Schedule.
• "Traffic" means voice calls, SMS messages, data sessions, or other communications transmitted through the Services.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.

2. Acceptance and Eligibility

By using our Services you confirm that:

• You are at least 18 years of age and have legal capacity to enter into binding contracts
• If acting on behalf of a company, you have authority to bind that entity to these Terms
• Your use of the Services complies with all applicable laws and regulations in your jurisdiction
• You are not located in, or acting on behalf of a person or entity in, a jurisdiction subject to applicable sanctions or export controls that would prohibit use of the Services

3. Services

Tech Network provides enterprise telecommunications services including, but not limited to, international voice termination, SIP trunking, A2P SMS messaging, DID number provisioning, toll-free routing, fraud protection, and associated software platforms (SmartSMS Gateway, FlexSwitch, OmniDesk, TrackPulse, NovAI).

The specific services, features, rates, and technical specifications applicable to your account are set out in the Order Form or Service Schedule agreed between the parties. Tech Network reserves the right to modify, enhance, or discontinue features of the Services with reasonable notice.

For managed software and platform services, Tech Network will provide access credentials, API documentation, and onboarding support as agreed. Any professional services, custom development, or integration work requires a separate Statement of Work.

4. Account Registration and Security

To access the Services, you must provide accurate, complete, and current registration information and keep it updated. You are responsible for:

• Maintaining the confidentiality of all account credentials
• All activity that occurs under your account, whether authorised or not
• Notifying Tech Network immediately of any suspected unauthorised access at contact@technetwork.hk
• Ensuring that all users accessing the Services through your account comply with these Terms

Tech Network will not be liable for losses resulting from unauthorised account access where you have failed to maintain adequate credential security.

5. Acceptable Use Policy

You agree to use the Services solely for lawful business purposes and in accordance with all applicable laws. You must not use the Services to:

• Transmit spam, unsolicited bulk communications, or messages that violate applicable anti-spam laws (including the Unsolicited Electronic Messages Ordinance, Hong Kong)
• Conduct telephone fraud, including International Revenue Share Fraud (IRSF), SIM farming, false answer supervision, or any traffic pumping scheme
• Spoof calling line identification (CLI) in a manner intended to mislead recipients
• Transmit content that is unlawful, defamatory, obscene, harassing, or that infringes third-party intellectual property rights
• Interfere with, disrupt, or attempt to gain unauthorised access to Tech Network's infrastructure, networks, or other customers' services
• Resell or white-label the Services without prior written authorisation from Tech Network
• Circumvent any technical measures, rate limits, or usage controls imposed by Tech Network
• Use the Services to facilitate illegal gambling, adult content distribution, or other regulated activities without the required licences

Tech Network reserves the right to suspend or terminate access immediately upon detection of fraudulent, abusive, or non-compliant use, without prior notice.

6. Fees, Billing, and Payment

Fees for the Services are set out in the applicable Order Form or rate schedule. Unless otherwise agreed:

• Usage-based charges (voice, SMS, DID) are invoiced monthly in arrears based on actual usage as recorded by Tech Network's systems
• Platform licence fees and managed service fees are invoiced monthly or annually in advance
• All fees are quoted in United States Dollars (USD) unless stated otherwise and are exclusive of applicable taxes
• Payment is due within 30 days of the invoice date
• Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower)
• Tech Network may suspend Services if payment is more than 15 days overdue, after providing written notice

Disputes regarding invoices must be raised in writing within 30 days of the invoice date. Undisputed portions of invoices remain payable on the due date.

7. Service Levels and Availability

Tech Network targets high availability for its core network infrastructure and strives to maintain uptime consistent with carrier-grade standards. Where a specific Service Level Agreement (SLA) has been agreed in writing, the terms of that SLA govern.

In the absence of a specific SLA, Tech Network will use commercially reasonable efforts to provide the Services but does not guarantee any specific level of availability, and planned maintenance windows may result in temporary service interruptions. Tech Network will endeavour to provide advance notice of planned maintenance.

Service credits, where applicable, represent your sole remedy for service availability failures.

8. Intellectual Property

All intellectual property rights in the Services, including software, platforms, APIs, documentation, and related materials, remain the sole property of Tech Network or its licensors. These Terms do not transfer any ownership rights to you.

You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal business purposes during the term of the Agreement.

You retain ownership of data you input into the Services. You grant Tech Network a limited licence to process that data solely to the extent necessary to deliver the Services.

You must not reverse engineer, decompile, disassemble, or attempt to derive source code from any Tech Network software or platform.

9. Confidentiality

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees, contractors, and advisers who need to know it for the purposes of this Agreement and who are bound by equivalent confidentiality obligations
• As required by applicable law, regulation, court order, or regulatory authority (in which case the disclosing party will, where permitted, give prior written notice)

Confidentiality obligations survive termination of the Agreement for a period of five (5) years.

10. Data Protection

Each party will comply with applicable data protection laws in connection with the Services. Where Tech Network processes personal data on your behalf as a data processor, the parties will execute a Data Processing Agreement ("DPA") if required by law. Our Privacy Policy (technetwork.hk/privacy-policy) describes how we handle personal data as a data controller.

You are responsible for ensuring you have the appropriate consents, legal bases, and notices in place before transmitting personal data through the Services, particularly when sending communications to end users.

11. Disclaimers and Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TECH NETWORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

Tech Network does not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be free of errors, viruses, or other harmful components; or (c) any errors in the Services will be corrected within a specific timeframe.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• TECH NETWORK'S TOTAL CUMULATIVE LIABILITY UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO TECH NETWORK IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

These limitations do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Tech Network and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Services in violation of these Terms or applicable law
• Content or Traffic you transmit through the Services
• Your breach of any representation, warranty, or obligation under this Agreement
• Any claim by a third party arising from your use of the Services

14. Term and Termination

This Agreement commences on the date you first use the Services and continues until terminated.

Termination for convenience: Either party may terminate this Agreement by providing 30 days' written notice. For fixed-term subscriptions, early termination may be subject to early termination fees as set out in the Order Form.

Termination for cause: Either party may terminate immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 14 days of notice; (b) becomes insolvent or enters into liquidation or administration; or (c) engages in fraudulent or criminal conduct.

Upon termination, your right to use the Services ceases immediately. You remain liable for all fees and charges incurred up to the termination date. Sections 8, 9, 12, 13, and 15 survive termination.

15. Governing Law and Disputes

This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law principles.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall first be attempted to be resolved by good-faith negotiation between senior representatives of both parties. If not resolved within 30 days, either party may submit the dispute to the exclusive jurisdiction of the courts of Hong Kong.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.
• Amendments: Tech Network may update these Terms from time to time. We will provide at least 30 days' notice of material changes. Continued use of the Services after the effective date of changes constitutes acceptance.
• Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.
• Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
• Assignment: You may not assign this Agreement without Tech Network's prior written consent. Tech Network may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force Majeure: Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet outages, or telecommunications network failures.
• Notices: Legal notices must be sent in writing to Tech Network at the address in Section 17 and to the Customer at the address provided during registration.

17. Contact

For questions about these Terms, please contact:

• Email: contact@technetwork.hk
• Post: Tech Network Limited, RM 603, 6/F South China IND BLDG, 1 Chun Pin Street, Kwai Chung, Hong Kong