PROFESSIONAL TECHNOLOGIES SHPK TERMS & AGREEMENTS

THE PARTIES

This document “Terms & Agreements”, hereafter referred to as the “Agreement”, applies to all services offered by Sheshi Edit Durham Nr. 23/6, Prishtinë, Republika e Kosovës, hereafter referred to as “Supplier”.

This Agreement is between Supplier and each juridical or physical person using Supplier services, identified in the Registration Form and/or having personal account in the Supplier’s system. In the case of a company application, the person signing on the company’s behalf, by registering acknowledges having power of representation for that company. This person is hereafter referred to as the “Customer”.

Customer agrees to purchase the services pursuant to the terms and conditions set out in this Agreement.

1. PRELIMINARY TERMS

1.1. The Customer hereby agrees to the use of electronic communication in order to enter into contracts, deliver orders, notices and records of transactions initiated or completed through the Supplier system.

1.2. This Agreement represents the entire understanding between the two parties. No other prior arrangements, representations or understandings, orally or in writing shall have any validity.

1.3. If one or more provisions of this Agreement are declared by a court or other competent authority to be null, invalid or ineffective, the remaining provisions will remain in force and effective.

1.4. If the Customer is subject to a jurisdiction where it is forbidden by law to offer or use internet telephony, the Customer may not enter into this Agreement. By entering into this Agreement, the Customer explicitly states that he has verified in his own jurisdiction if the use of internet telephony is allowed. The Customer shall be solely responsible, bear all costs, and will hold the Supplier harmless, if he breaches the Jurisdiction restrictions.

2. SERVICE AND USE OF SERVICE

2.1. Supplier agrees to provide the Customer with service and Customer agrees to purchase service from Supplier, hereafter referred to as "ProTech-VoIP", under the terms and conditions set forth in this Agreement. This service may have additional terms and restrictions as specified in the relevant service appendices.

2.2. Customer agrees to use the service only for purposes permitted by this Agreement as well as any Applicable Law in the relevant jurisdictions. Customer shall not use the service or authorize the service to be used directly or indirectly to transmit inappropriate content or content that violates Applicable Law.

2.3. Customer agrees to indemnify Supplier against any cost and/or damage and/or expense and/or claim and/or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service in violation of the Applicable law and this Agreement.

2.4. The Customer is required to keep secret the codes to access the service. If the Customer has an automatic connection to the service, without manually entering a secret code to access, is aware that everyone has access to the computers connected to the "ProTech-VoIP" service, everyone can access the service and can make use of the information contained in it. The Customer assumes full responsibility for all activities carried out through the use of his access code and recognizes the telephone traffic sent by the IP address and referred to the Supplier as proper.

2.5. If the Customer wants to use an outgoing number for his calls that is part of the range of numbers owned by the Supplier, he must submit all the necessary documentation according to the laws in force for registration of the outgoing number under the name of the Customer. Otherwise, the outgoing number used by the Customer will be considered the property of the Customer and the latter must communicate his number to the Supplier via electronic means of communication.

2.6. If the Customer wants to use a dedicated server provided by the Supplier, the Customer acknowledges and accepts that from the moment that the Supplier provides to the Customer the access to the server, any action of the Customer on the server and from the server is the sole responsibility of the Customer. The responsibility of the Customer will last as long as the server is being used by the Customer, with start date and end date of usage communicated by email among both Customer and Supplier.

3. PROVISION OF SERVICE AND WARRANTIES

3.1. Supplier will take measures to ensure its network and service are reasonably fault free and that service is reasonably uninterrupted. However, Supplier gives no warranty that its network or service shall be continuous or will be free from faults.

3.2. The Customer acknowledges that Supplier is reliant on third parties for delivery of service, and therefore can have no liability of whatever nature for any delay or fault to the delivery of same.

3.3. The Customer acknowledges that the service provided by Supplier was not designed for the Customer’s individual requirements, and it is up to the Customer to decide if the service provided by Supplier is of satisfactory quality and fit for the purpose for which it is used.

4. RESPONSIBILITIES AND OBLIGATIONS OF SUPPLIER

4.1. Supplier will make all reasonable efforts to maintain equipment suitable for service offered. Supplier may from time to time make changes to equipment used. Such changes are at the sole discretion of Supplier and may be made without prior consent from the Customer.

4.2. Supplier shall notify the Customer as soon as reasonably practical, of any changes in rates payable or modification to the service offered.

4.3. Supplier shall provide the Customer with reasonable technical support, which Supplier in its sole discretion shall consider necessary and appropriate.

5. RESPONSIBILITIES AND OBLIGATIONS OF CUSTOMER

5.1. Customer shall pay for the service in accordance with the provisions set forth herein this Agreement.

5.2. The Customer shall ensure that it has all necessary approvals, permissions or authorizations for the service operated through Supplier.

5.3. The Customer shall be responsible for the content, quality and delivery of service offered to its End Users, and for ensuring that thisservice comply with the Applicable Law and this Agreement. Supplier may recover from the Customer, who will hold Supplier harmless, all fines, claims or administrative expenses resulting charged by any other regulatory body, resulting from a breach of the Applicable Law or this Agreement.

5.4. The Customer shall not assign the rights and obligations of this Agreement to any other third party without the express permission in writing of Supplier.

6. PRICE AND PAYMENT

6.1. All prices are stated on the applicable price list updated from time to time and sent to the Customers’ email address which has been used for registration or communicated by the Customer for billing purposes.

6.2. Supplier reserves the right to modify prices for Services during the period of this Agreement. Supplier may increase prices upon written notice to Customer who will have 30 (thirty) days to reject the said price increase. If Customer does not reject a price increase within this period Customer will be deemed to be agreed to and accepted by Customer. In case Customer rejects the price increase Supplier has the right to terminate the Service or to continue to provide the Service at the original price.

6.3. Recurring Fees are charged in advance (prepaid mode) based on the amount of full months in the order term, beginning from the date of Service activation. Invoices for prepaid voice traffic will be issued monthly by the 5th of each month based on consumption and payments made by the customer.

6.4. Payment may be made via credit card, PayPal, wire transfer or any other electronic means to Supplier’s designated accounts. All transaction charges are to be borne by Customer. Supplier will recognize only net amounts received.

6.5. By ordering any Service with Supplier, Customer explicitly allows Supplier to directly debit its prepaid balance and in case there is insufficient credit in the account, to charge Customer’s Payment method that Supplier has on file, to settle any invoices.

6.6. If Customer’s prepaid balance is insufficient Services may be automatically suspended until further credit is applied. To avoid suspension of Services, Customer is advised to regularly check the status of its account and have a valid payment method updated on its Supplier account at all times. He also can obtain information by electronic communication, via e-mail: finance@protech.com.al.

6.7. Supplier shall provide Customer with invoices and detailed reports regarding the Services and payments debited from its prepaid balance. Supplier should be notified of all billing disputes via email to its designated email address finance@protech.com.al within 15 days. If Customer fails to deliver such notification it shall be deemed to have waived its rights to dispute the charges.

6.8. In the event that any sums due to Supplier under this Agreement are not paid by the due date then Supplier shall be entitled to charge interest at 1% over the unpaid sum for each day of delay. Here due date is intended the date when balance becomes zero or negative.

6.9. If the Customer has a negative balance in the online "ProTech Billing System" and has not paid within 45 days from the due date, the Supplier has the right to terminate the agreement and undertake the necessary steps for the recovery of sums owed by the Customer.

7. TECHNICAL SUPPORT

7.1. Supplier may without liability, prior warning or consent of the Customer, suspend the service, in the event that it wishes to carry out maintenance, upgrade works, or back-ups. Supplier will take steps to keep any consequent disruption to the service to a reasonable minimum.

7.2. In the event that the Customer becomes aware of any faults with the service, it shall notify Supplier as soon as is practicably possible.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. All Intellectual Property Rights owned by one party shall remain vested in such party, and for clarity, and avoidance of doubt.

8.2. All rights of any nature, trade name, documents, drawings and information including any access codes provided to the Customer, and information in Supplier’s database accessed by the End Users and the Customer remain vested in Supplier. The Customer shall not use Supplier’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the Customer without prior written consent of Supplier.

9. CONFIDENTIALITY

9.1. During and after the period while this Agreement remains in force, both parties shall not disclose to any third party the information gained in connection with this Agreement. The Supplier is obliged to ensure the privacy and confidentiality of all information exchanged with the Customer and traffic carried out as per Applicable Law of his jurisdiction.

9.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:

a) Where such information was already known prior to this Agreement.

b) Where such information was already in the public domain.

c) Where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or

d) Where disclosure is required by law.

10. LIMITATION OF LIABILITY

10.1. Supplier shall not be liable for any indirect, incidental, special or consequential damages or for interrupted communications, lost data, or loss of profit, or economic loss arising out of or in connection with this Agreement and in particular shall not be liable for any delay in rectification of any such problem.

10.2. Supplier can only be held liable for direct damages resulting from an attributable and faulty failure to perform its obligations under these Terms of Service. Direct damages in this respect exclusively mean:

a) All reasonable costs incurred by the Customer in order to have Supplier perform its obligations under the Terms of Service.

b) All reasonable costs incurred by the Customer in order to prevent or limit any direct damages as meant in this article.

c) All reasonable costs incurred by the Customer in order to establish the nature and scope of the direct damages as meant in this article.

10.3. Direct damages caused as a result of Supplier ’s breaches of this Agreement shall in any event be limited to not more than 50% of the amount of the prior month invoice sent to the Customer by the Supplier.

10.4. Supplier shall have no liability to the Customer in respect of any demand or claim where:

a) The demand or claim arises as a result of the Customer’s and/or End-User’s negligence, misconduct or breach of this Agreement.

b) If the Customer does not immediately notify Supplier of any claim.

c) If the Customer does not give Supplier full authority to deal with the claim or does not provide all information requested by Supplier and complete and proper co-operation for Supplier to defend the claim.

11. FORCE MAJEURE

11.1. Supplier shall not be liable for any interruption, delay or failure in service resulting from any matter or event outside of its control, to include, but not limited to any act of god, inclement weather, storm, flood, drought, lightning, fire, power failure, shortage of power, disturbance to power supplies, disconnection damage or disturbance to telecommunications connections and cables, trade dispute, government action, embargoes, termination of or refusal to grant a license, damage to or loss of equipment or interruption, failure or delay in any service provided to us by any third party including governmental or regulatory authority or telecommunications operator, war, military operations, or riot.

11.2. Supplier will not accept any liability for the consequences arising out of a force majeure event.

12. INDEMNITY

12.1. Without prejudice to any other indemnity referred to in this or any other Agreement, the Customer agrees to indemnify Supplier and its subsidiaries, affiliates, officers and employees against any claim or demand, including any made by a third party, arising out of the Customer’s or End User’s use of the service and all costs relating thereto. The Customer agrees not to hold Supplier and its subsidiaries, affiliates, officers and employees responsible for any direct or indirect damage resulting from the use of Supplier software or services, in particular, but not limited to; the use or impossibility to use the service, confidence in information obtained, errors and omissions, defects, viruses, delay in transmission, interruption of service or loss of data.

12.2. The Customer agrees to indemnify Supplier and subsidiaries, affiliates, officers and employees against any claim or demand, arising from any act of the Customer or third party including but not limited to:

a) A breach or allegation of breach of the conditions of this Agreement.

b) Negligence, misconduct or any allegation of negligence or misconduct by the Customer or by any third party.

c) The marketing or promotion undertaken by or on behalf of the Customer.

d) The service content provided or marketed by or on behalf of the Customer, and all costs relating thereto.

13. TERM AND TERMINATION

13.1. The Agreement will be effective as of the date of the Customer acceptance thereof and will remain effective until terminated by either party as set forth in these Terms of Service.

13.2. Either party shall be entitled to terminate this Agreement by giving to the other not less than one (1) months’ notice of termination.

13.3. Supplier may terminate this Agreement with immediate effect by giving notice at any time, if:

a) The Customer does not comply with the terms of this Agreement.

b) The Customer intends, or appears to intend, that it will not abide by the terms of this Agreement.

c) The Customer ceases trading, convenes a meeting of, or comes to an arrangement with its creditors, has distress or other seizure levied over any of its assets or does not satisfy any demand for payment from any legal person.

d) Any step is taken to wind up or dissolve the Customer, a receiver, and/or manager or administrator appointed over any assets.

e) Supplier believes the Customer has allowed services to be used for any unlawful purpose or any use prohibited by this Agreement.

13.4. Customer will remain responsible for all charges through the end of the current Service Term, including unbilled charges, which will immediately be due and payable.

13.5. All provisions which must survive in order to give effect to their meaning shall survive any expiration or termination of the Agreement, including without limitation, all of the Customer’s representations, warranties and indemnification obligations.

14. MISCELLANEOUS

14.1. Supplier reserves the right to modify this Agreement at any time by providing such revised Agreement to the Customer or by publishing the revised Agreement on the Supplier’s website and/or in the Customer account in the Supplier’s web portal. If the Customer does not wish to accept this revised Agreement, he is entitled to terminate his account, in writing or by e-mail to finance@protech.com.al, with effect from the date on which the revised Agreement would become effective. The continued use of the Service by the Customer shall constitute his acceptance to be bound by the Terms and Conditions of the revised Agreement.

14.2. Supplier reserves the right to modify the Service at any time, for example to conform to legal and regulatory obligations. If the Customer does not wish to accept these changes, it is entitled to terminate its account, in writing or by e-mail to finance@protech.com.al, with effect from the date on which the change is effective.

14.3. Supplier’s rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.

14.4. The Agreement shall be governed by and construed in accordance with Kosovo Law. This Agreement shall be governed by Kosovo law.

14.5. The Customer consents to the exclusive jurisdiction of the Tirana court in all matters relating to Agreement