Terms of Sale

1. Who we are

The Minutes Network Accelerator (the "Accelerator") is operated by Minutes Network FZ-LLC, Compass Building, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates - License No. 47016932 ("Minutes Network", "we", "us"). These Terms of Sale govern the use of the Accelerator and every purchase made through it, together with the order-specific Port Capacity Purchase Agreement generated for each order (the "Agreement"). Where these terms and an Agreement differ, the Agreement prevails for that order. By using the Accelerator, creating an account or purchasing Capacity, the purchaser accepts these Terms of Sale and the Privacy Policy.

2. What the Accelerator sells

The Accelerator sells dedicated voice termination capacity ("Capacity"): ports on Minutes Network's wholesale routes to named destinations, provisioned as dedicated ports and stated as maximum daily throughput. Capacity is stated on a practical basis: a port carries at most 1,440 minutes per day in theory, but traffic concentrates in peak hours and answer rates customarily run 60-80% depending on circuits, traffic and the numbers dialled; the stated maximum (up to 500 minutes per port per day) reflects practical carrying capacity.

Capacity is a telecommunications product for the purchaser's own use or resale. It is not a deposit, a loan, a security, a bond, a fund, or any form of collective investment scheme, and nothing on the Accelerator constitutes investment, financial, legal or tax advice. No return, yield or resale outcome is promised or guaranteed.

Capacity contracts run for a fixed term of 10 years from activation. At the end of that term the purchaser may renew for a further term, or let the contract mature; on maturity the contract ends and Minutes Network repurchases the Capacity at the price originally paid for it, on top of any margin earned along the way. See section 8.

3. Orders and contract formation

Every order generates a Port Capacity Purchase Agreement stating the destination, capacity, price, per-minute floor rate, elected operating mode and the settlement terms set by the package. The Agreement is accepted electronically through the purchaser's account; the acceptance record (timestamp and network address) together with the document's SHA-256 fingerprint form the signature record.

An order becomes binding on acceptance of its Agreement, and Capacity activates when payment has been received in full and identity verification is complete.

Notices are validly given in writing by email - to the email address on the purchaser's Accelerator account, or to accelerator@minutesnetwork.io for notices to Minutes Network - or by posting to the purchaser's portal, and are deemed received twenty-four (24) hours after sending or posting.

4. Pricing and floor rates

Capacity is priced per route per port. The per-minute floor rate applicable to an order is stated in its Agreement and applies from activation.

Floor rates track the wholesale market: where market prices move, a purchaser's floor rate re-bases to the live market immediately, with no notice period, and is backed at the same time by fresh buy and sell rates drawn from the live market, so the floor is never left off-market and the spread over the observed market is carried through on both sides. Minutes Network notifies the purchaser of any change to their floor rate.

5. Operating modes

Resale: the purchaser appoints Minutes Network to resell their Capacity, carrying its wholesale traffic over it. This is a commercial resale arrangement for telecommunications traffic. For every minute carried, the purchaser's floor rate settles to Minutes Network and everything realized above the floor accrues to the purchaser as the commercial margin generated by that resale. The underlying sale revenue belongs to Minutes Network. Under resale, Minutes Network guarantees full daily utilisation: in each 24-hour period, once the Capacity is live, Minutes Network's wholesale traffic fills the purchaser's ports to their full daily throughput - the practical daily maximum (approximately 500 minutes per port per day). Filling the ports to that daily level is the extent of the guarantee; any minutes carried above it are additional and not guaranteed.

Self-run: the purchaser terminates their own or their customers' traffic over their ports, up to their maximum daily throughput, billed at their floor rate against a prepaid usage balance. Interconnection details (SIP connection address, assigned IP address, technical prefix and credentials) are provided through the portal, and access to the cloud core platform is available on request. Modes may be switched for unused capacity on request.

Interconnection parameters (SIP connection addresses, IP addresses, technical prefixes and related technical settings) may be updated from time to time for operational, security or carrier reasons; updated details are posted to the purchaser's portal with notice, and reasonable efforts are made to maintain equivalent connectivity.

6. Owner controls

Subject to these terms, including our suspension rights, Capacity remains under the purchaser's control. From the portal the purchaser may set a minimum sell rate for their Capacity (no traffic is carried below their floor or their set minimum) and pause or resume traffic at any time, taking effect promptly. Live statistics - ports online, minutes carried, realized rates and balances - are shown in the portal, fed by the exchange carrying the traffic.

7. Settlement and payouts

Under the resale mode, accrued resale margin appears first as a receivable and becomes withdrawable when the purchasing carrier's payment is received by Minutes Network, on the settlement cycle applicable to the purchased package - the cadence on which margin is paid out to the purchaser, not a charge - paid out monthly for smaller packages; the largest packages are paid out monthly or, at the purchaser's election, on the four-month tier-1 cycle.

Where tier-1 terms are selected, Minutes Network works to place the Capacity into tier-1 carrier demand; such placement may not be immediate, and until it is achieved traffic is placed at the best rates then available.

Payouts are made by bank wire or USDC on request (minimum $50) and are customarily processed within two business days, subject to completion of any required compliance checks.

Payouts under the resale mode are funded by carrier settlements: an accrued amount becomes payable only when, and to the extent that, Minutes Network has actually received the corresponding payment from the purchasing carrier. Where a carrier fails to pay, disputes or claws back a settlement, the corresponding receivable is reduced by the same amount. Minutes Network may set off, against any payout or balance due to the purchaser, any amount the purchaser owes under these terms or any Agreement - including usage charges, chargebacks, taxes and amounts due under the indemnity in section 16.

8. Capacity term, renewal, maturity and transfer

Capacity is the purchaser's for a fixed term of 10 years from activation. No later than thirty (30) days before the end of that term the purchaser may elect, by written notice, to renew for a further term on the terms Minutes Network then offers. If the purchaser does not renew, the contract matures and ends, and Minutes Network repurchases the Capacity from the purchaser at the price originally paid for it (the "Repurchase Price"), payable within thirty (30) days of maturity; on payment the Capacity transfers back to Minutes Network and the Agreement terminates. The Repurchase Price is the price payable for the repurchase of the Capacity at maturity; it is separate from, and additional to, any margin credited over the term, and it is not interest, a yield or a profit on the purchase. The repurchase obligation is conditional on the contract running to maturity without renewal and not having been terminated earlier for cause; on termination for cause no Repurchase Price is payable. Before maturity, Capacity is also a transferable contractual right to telecommunications capacity: a purchaser wishing to sell or transfer Capacity must first offer it in writing to Minutes Network FZ-LLC, which holds a contractual right of first refusal to repurchase it at the price originally paid, exercisable within fourteen (14) days of notice. If the right of first refusal is not exercised, the Capacity may be transferred to a third party who completes identity verification and assumes the Agreement in full, and the rights of renewal and the maturity Repurchase Price then pass to the holder of record.

9. Verification and compliance

Completion of identity verification (KYC) and anti-money-laundering checks is a condition of every purchase, whatever the payment method. Purchasers warrant that funds used are lawful and that they comply with applicable telecommunications, sanctions, anti-fraud and anti-money-laundering laws. We may decline, suspend or unwind transactions where compliance requires it.

Personal data, including identity documents collected for verification, is processed in accordance with the Privacy Policy and shared with the verification provider, Shufti Pro, solely to perform identity and anti-money-laundering checks; verification records are retained as required by applicable law.

10. Acceptable use

Traffic that is fraudulent, artificially generated, unlawful, or that manipulates calling line identity in breach of applicable rules may be suspended without notice. Abuse reports or trouble tickets attributable to a purchaser's traffic are posted to their portal and must be remedied promptly. Persistent or serious abuse is grounds for suspension of the affected Capacity.

Traffic terminated over Capacity from a purchaser's own sources must be genuine international voice traffic of good quality: not dialer-generated, not artificially generated or fraudulent, and maintaining an average call duration (ACD) of at least three (3) minutes on the route. Where a traffic source fails this standard, Minutes Network may suspend that traffic type on the route while the Capacity itself remains the purchaser's; the purchaser must clean the offending traffic and demonstrate conforming traffic before it is restored.

11. Payment, cancellation and refunds

Payment is accepted by bank wire, by cryptocurrency (Bitcoin, Ethereum, BNB Chain, Solana or Cardano, including USDT and USDC) and by other supported methods shown at checkout; cryptocurrency payments are verified on-chain. All prices are in United States dollars and exclusive of any applicable taxes, which are the purchaser's responsibility unless stated otherwise.

Once payment is received we may begin provisioning the Capacity immediately, including committing funds to upstream carriers. Any refund before activation is therefore at our discretion and net of amounts already committed or incurred on the order (including carrier commitments) and any third-party processing costs. After activation the purchase is firm, except where a right of refund is required by law.

12. Market information

Rates, ranges and market figures displayed on the Accelerator are genuine rates observed across live wholesale market sources (carrier rate sheets and marketplace listings among them) at the sampled time. They are provided for information only and are not a guarantee, forecast or promise of resale performance, rates, timing or profit. Wholesale rates move with the market. Indicative sell ranges are deliberately stated conservatively; actual proceeds are whatever traffic genuinely realizes.

13. The network

Accelerator traffic runs over the Minutes Network like any other traffic: DePIN fees are paid as normal, and traffic is visible on the public explorer. Nothing about the Accelerator bypasses the network's economics.

14. Warranties

The Accelerator and all Capacity are provided with reasonable skill and care but otherwise "as is": to the fullest extent the law allows, all other warranties, conditions and representations - express or implied, including merchantability, fitness for a particular purpose and uninterrupted or error-free operation - are excluded. Minutes Network gives no warranty as to carrier behaviour, market rates, resale outcomes or the acts or omissions of any third party.

15. Liability

We operate the platform with reasonable skill and care. The wholesale voice market, third-party carriers and public networks are outside our control. Our total aggregate liability in connection with any Capacity is limited to the amounts paid for the Capacity concerned. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.

Any claim against Minutes Network in connection with the Accelerator or any Capacity must be brought within twelve (12) months of the events giving rise to it; to the extent the law allows, claims not brought within that period are waived. Nothing in these terms limits liability that cannot lawfully be limited.

16. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control - including acts of governments or regulators, sanctions, war, terrorism, civil unrest, natural disaster, epidemic, power failure, and failures of third-party carriers, cable systems, data centres or public networks. Affected obligations are suspended while such an event continues, and performance resumes as soon as reasonably possible. Payment obligations already accrued are not excused.

17. Suspension and termination for cause

We may suspend Capacity or portal access, or terminate an Agreement for cause, where: the purchaser materially breaches these terms or an Agreement and, where the breach can be remedied, fails to remedy it within fourteen (14) days of written notice; the purchaser's traffic is fraudulent, artificial or unlawful; identity verification fails, lapses or is withdrawn; dealing with the purchaser would put Minutes Network in breach of sanctions or other applicable law; or the purchaser becomes insolvent or subject to comparable proceedings.

Suspension or termination for cause does not extend the Capacity term and does not create a right of refund, except where law requires otherwise. Amounts accrued to either party before the effective date remain payable, and final settlement may be withheld until compliance checks and the reconciliation of amounts owed are complete.

18. Changes to these terms

We may update these Terms of Sale at any time at our discretion. Updated terms take effect when posted on this page, with the date of the current revision shown below; material changes are also notified through the portal. Continued use of the Accelerator, or continued holding of Capacity, after the effective date constitutes acceptance of the updated terms. Each order remains governed by the Agreement generated for it at the time of purchase.

19. Telecommunications services disclaimer

The Accelerator does not provide telecommunications, VoIP, telephone or other electronic communications services to end users or subscribers. We do not operate or maintain telecommunications networks for end-user access, and we do not provide telephone numbers, subscriber connectivity or retail voice services.

The Accelerator provides access to contractual wholesale capacity arrangements for commercial use or resale. Any underlying telecommunications or voice termination services are provided through the relevant telecommunications carriers or service providers. The Capacity does not constitute a telecommunications service provided by the Accelerator to the purchaser or any end user.

The purchaser is solely responsible for ensuring that its use or resale of the Capacity complies with all applicable telecommunications, licensing and other regulatory requirements in the relevant jurisdictions.

20. Governing law

These terms and every Agreement are governed by the laws of the United Arab Emirates, and the courts of Dubai have exclusive jurisdiction. The contracting entity is Minutes Network FZ-LLC, Compass Building, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates - License No. 47016932.

21. Contact

Questions about these terms: accelerator@minutesnetwork.io. Minutes Network FZ-LLC, Compass Building, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates - License No. 47016932.