General Terms and Conditions

Subject of the General Terms and Conditions and General Provisions

Lox24 is a telecommunications provider for mobile short message services with its own gateway for the national and international delivery of mobile short messages, such as SMS. The customer intends to use this gateway to send messages for its own use or to provide services for the delivery of mobile messages on behalf of its own customers and on its own account. Lox24 is commissioned by the customer to operate the technical operation of the gateway. The services offered by Lox24 are intended for business owners.

Section 1 Conclusion of the contract

1) The telecommunications services agreement between Lox24 and the customer is concluded based on the customer’s registration on the website www.lox24.eu via the registration page provided for the purpose, by telephone or by email. The presentation of the service on the website does not constitute a binding offer to conclude a contract. The customer’s registration constitutes an application by the customer, which can only be submitted and transmitted if the customer accepts these terms and conditions by clicking on the „Accept General Terms and Conditions“ button. Access to this application is immediately confirmed by Lox24 via the email address provided. No acceptance of the customer’s order is included in such an email. Lox24 enters into the service agreement by activating the SMS tariffs (API IDs, Service IDs). This triggers the service agreement between the customer and Lox24. Before this activation, the customer cannot use the actual service of sending or receiving messages.

2) Lox24 is required by legal regulations to maintain a customer database in which the company name, name, address, email address, telephone number, and the beginning and end of the contract are stored. Lox24 reserves the right to request an appropriate identity document from the customer at any time for verification of accuracy, such as a trade register extract or a personal ID card.

3) Lox24 reserves the right to reject the application if the applicant is in default with respect to the obligations arising from existing or previous customer relationships with Lox24, provides false information, or there is a reasonable suspicion that the customer intends to misuse the services.

Section 2 Scope of services

1) Lox24 enables the customer to use the gateway for sending short mobile messages within the framework of the available technical and operational capabilities.

2) The gateway can be accessed via the Internet and specifically via the „Hypertext Transfer Protocol“ (HTTP). For connecting to the gateway, the customer receives from Lox24 a necessary interface description and the necessary access data.

3) Lox24 allows the contracting party with one account to send a maximum of 10 SMS per second simultaneously. Lox24 strives to send the mobile messages to be processed immediately and provides the customer with sufficient bandwidth for this purpose.

4) Lox24 ensures the operation of its technical infrastructure 365 days a year and 24 hours a day with an availability of 99.9% in the annual average. This does not include maintenance work, which was previously announced by email, and technical failures that are not within Lox24’s control and may impair the quality of mobile telephony services in the receiving and transmitting areas of the mobile telephony network at certain times and in certain locations, namely:

a) due to official orders or court decisions,

b) for technical reasons, in particular due to radio technical, atmospheric or geographical conditions,

c) due to measures that are also in the customer's interest, such as maintenance and repair work,

d) in emergency and disaster situations or

e) in cases of force majeure.

Lox24 will make all reasonable efforts to eliminate such disruptions as quickly as possible or to contribute to their removal as quickly as possible.

5) Lox24 will, whenever possible, carry out maintenance work and other technical modifications, e.g. at the interface, without compromising the customer; however, if a restriction is unavoidable, Lox24 will inform the customer as early as possible via email.

6) Lox24 is available to the customer via email for support requests to resolve technical issues with the Lox24 system. However, Lox24 cannot resolve technical issues that cannot be traced back to the Lox24 system but are either the responsibility of the customer or a third party.

7) Free additional services are not part of the services provided and can be cancelled at any time by Lox24. There is no guarantee of availability.

8) Lox24 passes on the delivered mobile messages to the relevant network operators. Lox24 is free to choose the method of delivery and the routes of delivery to the network operators or receiving devices.

9) Lox24 reserves the right to expand, modify and make improvements to the services, especially if these are necessary to meet technical progress, to prevent abuse, or if Lox24 is required to do so by legal regulations.

§ 3 Obligations of the customer

1) Lox24 provides the customer with a technical connection solely for the delivery of mobile messages. The customer is solely responsible for the operation, marketing and content responsibility of the services operated using the Lox24 gateway.

2) The customer guarantees not to forward any messages to the Gateway or any other application of Lox24 that violate laws and/or rights of third parties, nor to violate any laws and/or rights of third parties through the use of the Gateway or other applications. Furthermore, the sending of messages with the following content or messages that refer to such content is prohibited: data relevant to criminal law, SMS containing illegal, criminal, harassing, defamatory, discriminatory, threatening, vulgar, obscene, pornographic (Section 238 of the German Criminal Code), unauthorized or otherwise objectionable content. Furthermore, no messages may be sent that could damage Lox24’s reputation.

3) The use of Lox24 for the sending of prohibited or unwanted messages, such as unwanted advertising via SMS (spam), is not permitted; therefore, the customer does not guarantee that messages will be sent to participants who have not consented to receiving such messages. Lox24 reserves the right to take legal action in the event of a violation. In addition, it is prohibited to include additional numbers in messages or to use additional numbers as senders. The „0800“ service is an exception to this rule.

4) The customer is responsible for observing the national and international copyrights and trademarks, patents, names and identification rights, as well as other commercial protection rights and personal rights of third parties.

5) If Lox24 or the customer is sued by a third party due to a violation of the above conditions, the customer undertakes to indemnify Lox24 from all claims by third parties.

6) The customer must store the access data provided to them with the utmost care and exclude any misuse of these. The customer acknowledges that the use of Lox24 after authentication using their access data is attributable to them. The customer is liable for all damages arising from the disclosure of the access data. The customer must immediately notify Lox24 of any loss, theft, or unauthorized use of the access data.

7) Registration is mandatory for the use of the gateway and, if applicable, any other applications/applications from Lox24. The user is responsible for ensuring the accuracy of their personal information and keeping it up to date throughout the entire contractual period. Changes to personal data can be made at any time in the personal customer area, accessible via www.lox24.eu with individual login details. Any change request by the contracting party requires the written consent of Lox24.

§ 4 Prices and payment terms

1) Lox24 allows the sending of mobile short messages when there is a positive balance on the prepaid account (prepayment obligation). Unless agreed otherwise with the customer, paid services are only available until the balance is completely depleted and are then cancelled.

2) The costs of the services provided by Lox24 are always available to view in the customer’s personal area on the Lox24 website, using the access data provided. The provision of funds is non-binding and does not constitute an independent claim by the customer for services of an equivalent value. The prices mentioned in the public area of the Lox24 website are for new customers only and are for informational purposes only. The fees applicable at the time of contract conclusion are binding for the use of the services or the fees and fee changes subsequently announced.

3) Unless otherwise agreed, the customer receives the current prices/rates (new customer prices) at the time of their registration, which are listed in the public area of the Lox24 website. Unless otherwise agreed, the prices are tiered according to the amount of the last credit top-up and are based on different minimum top-up amounts in different tariff levels according to the price list. The prices are adjusted after a successful credit top-up and apply also to any remaining credit from previous credit top-ups. The customer will be informed about changed prices by email upon reaching a new tariff level.

4) All prices are exclusive of the applicable statutory value-added tax.

5) All prices can be changed within 24 hours after written notification to the address provided by the customer via email. Price adjustments due to the amount of credit recharge in accordance with the valid and unchanged price list will apply from the time the email is sent.

6) Upon completion of the contract, Lox24 will open a credit account for the customer, in which all outgoing (e.g., for the sending of mobile messages) and incoming (e.g., account top-ups) transactions will be recorded. The customer can view this account at any time using the login details provided in the personal customer area on the Lox24 website.

7) The customer can top up the customer account maintained by Lox24 at any time via bank transfer in order to use mobile communication services. The account is kept net; the applicable value-added tax is deducted directly upon top-up and remitted to the account, and the remaining amount is credited to the account. Other methods of top-up (e.g. PayPal) can be cancelled at any time by Lox24 or refused to the customer, or charged according to the current price list with fees.

8) An invoice for the recharge of the Lox24 balance account via bank transfer, direct debit, PayPal or credit card will be created with the customer number, the date of recharge and the respective recharge amount and provided to the customer in their personal customer area. The customer has the option to receive the invoice in paper form for a fee according to the price list.

9) If the customer chooses the SEPA direct debit option for the charge, he grants Lox24 a standing authorization for direct debit to the specified account number and instructs his credit institution to settle these recurring direct debits. The customer may object to such a direct debit up to eight weeks after the debit date. The amount and debit date will be communicated to the customer by email at least two working days before the debit, with a lead time of at least two business days. Should the customer and account holder not be the same person, the customer is obliged to forward this information to the account holder. In the event of an unfounded objection:

a) In addition to the invoice amount, the user agrees to pay the processing costs for the chargeback, as well as the default interest (billing fees, default interest) in the amount of a flat fee of 15 euros plus VAT.

b) The user authorizes the credit institution that holds the account to inform Lox24 irrevocably of the full name and address of the account holder in order to enforce the claim.

c) The user agrees that their account details will be entered into a blocking database and that the blocking will also be communicated to any other companies connected to the database. After the debt is settled, the entry will be deleted immediately.

d) If a negative balance appears on the customer's credit account as a result of chargebacks represented by the customer or the cancellation of chargeback transactions at the customer's request, the customer must immediately make up this balance.

10) Lox24 is entitled to set off customer receivables against customer liabilities, this applies in particular to chargebacks.

11) Lox24 makes it clear that the customer can only use the credit granted to them by Lox24 without any consideration (specifically a start-up credit) for the use of the gateway. Such granted credit cannot be paid out.

12) Any withdrawal of funds during the term of the contract is excluded without prejudice to any claims of the customer under § 6, paragraph 6.

13) During the term of the contract, the customer may use the gateway for sending mobile short messages. If the customer does not use the gateway for a period of at least 12 consecutive months, Lox24 may deduct a monthly inactivity fee equal to 10% of the last account recharge from the remaining balance, with which the continued availability of the gateway and the provision of technical capabilities for message sending for the customer are ensured. Active use by the customer is considered to occur when at least one mobile message has been sent or an account recharge has been performed. Once the gateway is again actively used, no further inactivity fees will be charged for at least 12 months. The credit balance cannot become negative due to the calculation of an inactivity fee; however, Lox24 is free to exercise its right to terminate the agreement in this case in accordance with § 6, paragraph 4.

Section 5 Liability

1) Lox24 is liable for property damage caused by Lox24 due to negligent breach of its obligation as a provider of telecommunications services to the public, in accordance with the provisions of § 70 of the Telecommunications Act (TKG).

2) Furthermore, Lox24 is liable for intent or gross negligence. For damages arising from simple negligence on the part of Lox24 or any of its agents, Lox24 shall only be liable if a fundamental contractual obligation has been breached, the fulfillment of which first makes the proper performance of the contract possible at all, the breach of which jeopardizes the achievement of the contractual purpose or the fulfillment of which the customer is regularly familiar with. In the latter case, however, Lox24 shall not be liable for the unforeseeable, non-contractual damage.

3) In the event of damage to life, body and health, Lox24 is liable to the customer to an unlimited extent.

4) The liability of the provider under the Product Liability Act remains unaffected.

5) Lox24 is not liable for damages resulting from claims by third parties, lost profits, missed savings, and all indirect and immediate consequential damages. Lox24 is also not liable for minor breaches of duty and also not for the loss of data on the part of the mobile phone providers.

6) If the customer culpably breaches the obligations set out in § 3, paragraphs 2, 3 and 4, Lox24 is entitled to a lump-sum claim for damages amounting to EUR 1,250.00. The customer may counter the lump sum by providing evidence that the damage did not actually occur at all or was significantly lower than the lump sum. Lox24 reserves the right to pursue further claims for damages in addition to the contractual penalty against the customer in breach of § 3, paragraphs 2, 3 and 4. Any contractual penalty paid is to be deducted from Lox24’s claims for damages.

§ 6 Contract duration / Termination

1) The service contract has no minimum term and runs indefinitely.

2) The customer can terminate their membership with Lox24 or their personal account at any time without having to wait for a notice period. The termination must be made in writing (e.g. by email).

3) In the event of termination, the user may be excluded from a renewed membership for a specific period specified by Lox24.

4) Lox24 may terminate the user's membership or personal account, subject to a four-week notice period. Lox24 reserves the right to terminate the user's membership, in particular, if the user is completely inactive for at least twelve consecutive months or does not have any funds remaining in their account. Complete inactivity is considered to occur when the user does not send or receive a message for at least once.

5) The right of the parties to terminate the contract for important reasons (e.g. breach of these General Terms and Conditions) remains unaffected. In the event of termination for important reasons, Lox24 may terminate the contract at any time without observing a deadline, stating the reason. An important reason for Lox24 is in particular when the customer

a) claims the services with fraudulent intent,

b) seriously and definitively terminates the performance of the contract, in particular its payments, in an unlawful manner;,

c) violates § 3, paragraphs 2 and 3, or § 4,

d) provides false information during registration or by subsequently changing his/her data without due diligence.

6) Unused credit balances are forfeited in the event of termination without compensation. Without prejudice to this, the remaining credit balance will be paid out in the event of termination by Lox24 pursuant to § 6, paragraph 4, a termination for important reasons pursuant to § 6, paragraph 5, or a statutory right of withdrawal.

7) Fees paid in advance for a longer period (e.g. an annual fee) cannot be refunded, nor are they reimbursed in part. The same applies to payment fees.

Section 7 Confidentiality / Data Protection

1) Lox24 and the customer undertake to treat all information and data received from the contractual partner in connection with the execution of this contract as confidential and not to disclose them to third parties unless and for as long as such information is not generally accessible or has become generally accessible, or has not been disclosed to the recipient by a duly authorized third party without an obligation of confidentiality, or has already been known to the contractual partner before the date of receipt.

2) The obligation extends beyond the termination of the contract.

3) If one of the contracting parties becomes aware that information requiring confidentiality has been acquired by a third party or that a document subject to confidentiality has been lost, it shall immediately inform the other contracting party thereof.

4) Personal data necessary to establish or modify a contractual relationship with the customer, including its content (inventory data), as well as personal data for the provision and delivery of telecommunications or telemedia services (traffic or usage data), are collected, processed or used by Lox24 only if and insofar as the customer has consented or a legal provision permits (§ 176, paragraph 2, sentence 2 of the Telecommunications Act, § 21 of the Telecommunications, Telemedia and Data Protection Act (TTDSG) and § 9ff of the TTDSG.

5) If traffic data are to be stored, they will be stored for up to 60 days after billing unless objections are raised against the billing. In such a case, they may be stored until the objections are conclusively resolved. As long as no traffic data are stored for technical reasons, no complaints have been raised, or stored data have been deleted due to legal obligations, Lox24 shall not be obliged to provide proof of the connection services provided or to provide the information required by § 67, paragraph 4 of the TKG.

6) Upon providing an individual connection proof, the customer must inform all current and future users of the mobile connection that the connection data will be disclosed to them. Lox24 stores the traffic data required to verify the charges calculated for the customer in log files (sender, receiver, if applicable abbreviated, time) and keeps them available to the customer for a period of 60 days; thereafter, Lox24 may delete the files. Therefore, objections or inquiries regarding the billing or calculation of messages must be made within 60 days of sending the message. After the expiration of the 60-day period, the billing and determination of the log files shall be deemed approved by the customer, and the accuracy of the billing and calculation cannot be further questioned.

7) Lox24 will delete the inventory data no later than the end of the calendar year following the termination of the customer relationship, unless statutory regulations or the pursuit of claims require a longer storage period.

8) Lox24 is entitled to send the customer contractual notices by sending them to the postal address specified by the customer, to the email address specified by the customer, or by telephone call.

9) The customer can revoke his consent to the use of the data within the framework of this section at any time.

§ 8 Modification of the General Terms and Conditions, Service Descriptions and Prices

1) Changes to these terms and conditions or the performance description can be agreed upon by an offer from Lox24 and acceptance by the customer. Lox24’s offer is made by sending the content changes by email to the email address specified by the customer. If the customer does not accept the Lox24 offer or does not object within 6 weeks after receiving the change notice, this constitutes acceptance of the offer and the changes will become effective unless Lox24 explicitly points out this fact in the change notice to the customer. If the customer objects within the deadline, the contract continues under the previous terms.

2) The performance descriptions can be changed if this is necessary for a valid reason that does not objectively make the performance description included at the time of contract conclusion any worse (e.g., maintaining or improving functionalities) and is not significantly deviated from. A valid reason exists when there are technical innovations regarding the services provided or when third parties from whom Lox24 obtains necessary preliminary services to provide the agreed services change their service offering.

3) Planned changes to the service description that are not dictated by legal or regulatory regulations will be communicated to the customer in writing via email at least six weeks before they take effect. The customer will have a special right to terminate the contract at the time the changes take effect. If the customer does not terminate the contract in writing within six weeks of receiving the notification of the changes, the changes will become part of the contract as of the notification date of their entry into force. The customer will be specifically informed about the consequences of the notification of the changes.

Section 9 of the Salvatores Clause

1) If any provision of this contract, the terms and conditions or any future newly added provision is wholly or partially invalid, the remaining provisions hereof shall remain unaffected. The parties agree to replace the invalid provision with a valid provision that best corresponds to the objectives of the parties. The same applies in the event of a gap in the contract.

§ 10 Place of performance / Jurisdiction

1) The place of performance for all services related to the business relationship is the registered office of Lox24 in Berlin.

2) If the user is a merchant, a special public-law entity, a legal person, or someone without a physical presence in Germany, Berlin-Mitte will be the exclusive place of jurisdiction.

3) All legal transactions concluded by Lox24 are subject to the law of the Federal Republic of Germany, with the exception of the UN Convention on the Sale of Movable Goods.

4) If the customer wishes to initiate an out-of-court dispute resolution procedure pursuant to § 68 TKG, they may submit an application to the Federal Network Agency: www.bundesnetzagentur.de

5) The current price list is available online at www.lox24.eu.

Berlin, June 16, 2015, Lox24.eu