NOW, THEREFORE, having this contract is important for contracting parties to reach a mutual agreement the consultant and the User agreed to bind by the following Article as follows:

1. DEFINITIONS​  

As used herein and throughout this Agreement: 

1.1 “Agreement” ​ ​means the entire content of this document, the Proposal document(s) (if any), and the SOW, together with any other Supplement, Exhibits, or additional Schedules as may be attached here to and incorporated herein by reference. 

1.2 “User​Content” means all materials, information and credentials provided by User for use in the preparation of and/or incorporation in the Deliverables. 

1.3 “Copyrights” ​ ​means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Proclamation no 501/2006 on Trade Mark Registration and Protection and Regulation no 273/2012  and other relevant acts in force in Ethiopia from time to time.  

1.4 “Consultant​Tools” means all tools developed and/or used by Consultant in performing the Services, including, without limitation, pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions (whether or not patentable), and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. 

1.5 “Final​Deliverables” means the final versions of Deliverables provided by Consultant and approved and accepted by User. 

1.6 “Preliminary​Works” means all materials including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents, developed by Consultant and which may or may not be shown and or delivered to User for consideration. 

1.7 “Product” ​ ​means the application that is to be developed by the consultant to provide service that is requested by the User.  

1.10 “Services” ​ (or “Consultant’s Services”) means all services and the work product to be provided to User by Consultant as described and otherwise further defined in the Deliverables. 

1.11 “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, photography or stock illustrations. 

1.12 “​ Trademarks” ​ ​means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services. 

1.13 “Subscription” ​ ​means the requested services from the consultant by the User. 

1.14 “Short code” ​ ​means the integer number supplied by ethiotelecom. 

1.15 “Credentials” ​ ​means the security username and password of the short code connected with ethiotelecom.

1.15 “Final Work” ​ ​means the integration or after access is given by the customer for the platform regarding their selected subscription.

1.16 “SMS” Short Message Service

1.17 “SMS Message” a message sent via GeezSMS Services

1.18 “SMS Content” all contents sent via GeezSMS Services.

1.19 “Recipient” person who receives an SMS message, either intentionally or unintentionally.

1.20 “Web Portal” website through which Aquila ICT Solution Services can be accessed. 

2. Scope of the contract 

Objective of the contract is to accommodate the above-mentioned User’s interest for SMS Gateway service by using the consultant’s short code. 

3. User rights and responsibilities.  

User acknowledges they shall be responsible for performing the following in a reasonable and timely manner: 

1. Coordination of any decision-making with parties other than the Consultant;
2. Provision of Content in a suitable format. 
3. Settle Payment accordingly to the defined schedule.
4. The User shall not send SMS Messages to Recipients without their prior consent.
5. The User shall send and receive SMS Messages using only local (Ethiopian) numbers, if the User use the consultants SMS gateway to send or receive SMS Messages by non-local numbers the User will take all the responsibility and also covers the expenses of the consultants fee that comes with this action.
6. The User is not permitted to send SMS messages to recipients who have not given consent to receive the service, opted-out or made clear that they do not wish to receive SMS messages.
7. The User shall validate the SMS content and shall ensure that the consultant Services will not be used to transmit Inappropriate Content. “Inappropriate Content” will mean any Content that: Is obscene, offensive, threatening, defamatory, discriminatory, misleading or inaccurate, Infringes the intellectual property of any third party, person or entity, Violates any legal, regulatory, and governmental or network operator conditions or codes of practice.
8. During the Term of this Contract, The User shall strictly comply with applicable Ethiotelecom, Safaricom and ECA regulations.
9. The User shall be liable for content and timing of Messages that are sent using the consultant Service.
10. The User will not jeopardize the functionality or the operation of any part of consultants Services. This includes, but is not limited to, permitting or assisting any person to gain unauthorized access to the Service, tamper with, reverse engineer, de-compile, disassemble; re-write and/or re-engineer any part of the Service.
11. The User shall fully cooperate with Consultant to investigate and resolve any complaints raised regarding SMS Content sent by The Customer without delay. 
12. If the User wishes to change their subscription plan, they may do so by providing written notice to the Service Provider at least [number] days prior to the desired effective date of the change. The Service Provider shall make commercially reasonable efforts to accommodate the requested change, subject to availability and any applicable terms and conditions
13. Consultant’s rights and responsibilities.  
    1. The consultant should provide full access to the service that is promised within the agreement.
    2. The consultant shall provide the following Support free of charge for the User regarding:
       1.  Making sure every message should be delivered to the User’s customer with in the required time without any issues. Unless there are some issues on the Users customer end, such us network, balance or phone problem. 
       2.  Address The Users inquiries related to system functionality and issues regarding the general service related questions.
    3. The consultant should be available to give support with in Ethiopian working hour Monday —Friday (9AM-5PM), Saturday (9AM — 12:30PM)
    4. Customer inquiries will be responded to within maximum one working day from official submission through email/letter.
    5. The Consultant reserves the right to modify the subscription plans, features, or pricing upon providing the User with reasonable advance notice. In the event of a modification to the subscription plans, the User shall have the option to continue with the modified plan or terminate the Services in accordance with the termination provisions of this Agreement. 

5. CONFIDENTIAL INFORMATION 

Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical, business information and materials of the other Party including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality. 

6. WARRANTIES AND REPRESENTATIONS 

9.1 ​ By User​ ​

 User represents, warrants and covenants to Consultant that 

1. User owns all right, to utilize the consultants platform for the sole purpose that they proposed to initially utilize, any solution that the User is offering through the platform is owned by the User.  
2. The User Content does not infringe the rights of any third party, and use of the User Content as well as any Trademarks in connection with the Platform does not and will not violate the rights of any third parties. 
3. Ensure all the messages sent through the Short code of the Consultants are generated from an existing registered user phone number under their platform or user initiated messages sent by the system.

9.2 ​ By Consultant.​  

1. Consultant hereby represents, warrants and covenants to User that Consultant will provide. Consultant’s Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. 
2. Contractor guarantees 99% uptime for its SMS gateway. If uptime of the server falls below 99% during any given time, Consultant should work to restore services within 12hours.

7. INDEMNIFICATION 
   1. By User. User agrees to indemnify, save and hold harmless Consultant from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of User’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, User shall promptly notify Consultant in writing of any claim or suit. User has sole control of the defense and all related settlement negotiations. Consultant shall provide User with commercially reasonable assistance, information and authority necessary to perform User’s obligations under this section. 
   2. By ​ ​Consultant. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Consultant agrees to indemnify, save and hold harmless User from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Consultant’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of User. 

8. TERM AND TERMINATION 
   1. This Agreement shall commence upon the Effective Date and shall remain as long as the payed balance becomes zero.
   2. This agreement may remain effective for Services requested in the future if both Parties agree to continue using it, until explicitly terminated by either Party according to Provision 8.3, or Agreement is superseded by a new Agreement executed by both Parties. Under this provision, new requests for Services must be of a Time and Materials nature, or be performed under a new SOW executed by both Parties. 
   3. This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party: Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or, if any parties  

1. Breaches any of its material responsibilities and/or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach. 
2. The initial term of this Contract shall commence as of the Effective date and shall continue in effect until termination.
3. Upon the expiration or termination of this Contract for any reason, The Customer shall pay to Aquila ICT Solution all undisputed amounts due and payable.
4. Aquila ICT Solution shall be entitled to immediately terminate this Contract, upon written notice if The Customer fails to comply with any law, regulation.
5. Each Party is entitled to immediately terminate this Contract if the other Party becomes subject to a bankruptcy, reorganization, or of any other similar or related company reconstruction whether voluntary or involuntary.
6. Aquila ICT Solution may terminate this Contract immediately at its absolute discretion without written notice and shall retain all its rights to claim for payment of all accrued amounts and for any possible indemnities, if The Customer commits any fraudulent or unlawful conduct related to The Customer’s use of the Service.

9. Upon expiration or termination of this Agreement: 
   1. Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party.
   2. Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive. 
10. PAYMENT 

The User has agreed to pay a total lump sum of the SMS they want to use depending on the package they use. 

1. With this package the User will get the privilege to 

1. The package has no time bound.
2. The user will be able to send all kind of SMS and will be provided API key
3. Per SMS Sent Length of 1 SMS = 159 Characters for Latin and

69 Characters for Amharic

2. The User shall pay the Service Provider the fees as specified in the Service Provider’s standard pricing plans. 
3. If the User wishes to update any of its subscription or company information, It will submit a signed Application Form as per Annex I in writing (email/letter) at least 5 days prior to the end of the month.
4. Payment for subscription fees shall be made by the User in accordance with the payment terms. Failure to make timely payment may result in the suspension or termination of the Services. 
5. Upon termination of the subscription, the User’s access to the Services associated with the subscription plan shall cease, and the User shall have the option to renew the subscription or discontinue the Services.
6. Farce Majeure

Consultant shall not be liable to The Customer if it is unable to perform any obligation or provide the Service because of any factor outside Consultant reasonable control, The Telecom server downtime, The Telecom SMS gateway failure to send message after responding success response, unexpected service ban by Telecom service provider, national internet outage, natural calamities, default or failure of a third party, war, act of government or interruptions caused by Acts of God or any other circumstances beyond the consultant reasonable control, and any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the down time of the services related to the above causes.

12. GOVERNING LAW AND DISPUTE RESOLUTION
    1. This Agreement shall be governed by and construed in accordance with the laws of Ethiopia. Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties.
    2. Any dispute or controversy or claim arising out of or relating to the application, interpretation and performance of this contract, or the breach termination or invalidity thereof shall be settled through bona fide negotiations between the parties.
    3. In case negotiation pursuant to sub-article 12.2 fail to result in settlement within 15 days the parties agree to finally settle the dispute and /or controversy by arbitration in accordance with Ethiopian Arbitration and conciliation proclamation no.1237/2021 and The place of arbitration shall be Addis Ababa, and the language shall be Amharic.

13. This Agreement 
    1. This Agreement will come into force if and when the User makes the agreed first payment
    2. This Agreement will continue in force as long as the User pay the subscription fee accordingly, unless and until terminated in accordance with Clause.  
    3. If there is any subscription changes or amendments, it should be presented in written form and be  attached to this document, if that is done the document will be binding and this document will be counted as amended by the attached document 
14. Complete Agreement
    1. These Terms of Service, together with the Privacy Policy, represent the complete and exclusive statement of the Agreement between you and Software. This Agreement supersedes any proposal or prior agreements, oral or written, and any other communications between you and Aquila ict solutions, relating to the subject matter of these terms.
    2. If any information posted on the Website conflicts with any provision of this Agreement, the applicable provision of this Agreement will control. Any terms and conditions of any other arrangement issued by you in connection with this Agreement, which are in addition to, inconsistent with, or different from the terms and conditions of this Agreement, will be of no force or effect. Any affiliate of yours will be deemed a third party for purposes of this Agreement. This Agreement can only be modified only by a written arrangement duly executed by authorized representatives of the parties.