Between SMSJuice Limited and Registering Client
Reference: SMSJuice Limited as "SMSJuice"
Other Party as "Client" or "client"
SMSJuice Contribution :
Making available to the client a web account and alternative channels (HTTP API, Email-SMS, SMPP) to be used to send SMS messages in various ways as stipulated in the manual provided under the term and conditions stated in this script.
Client Contribution :
Sending and/or receiving* SMS messages through the provided web account and alternative channels (HTTP API, Email-SMS, SMPP) in accordance with the terms and conditions stated in this script.
1.1 Customer enters into a legal agreement with SMSJuice upon either of the following:
- signing the contract(s)
- making use of the products and/or services rendered by SMSJuice
SMSJuice will send signed copies of the contract back to the client upon request.
1.2 SMSJuice reserves the right to change the contents and /or the structure of the contract at any time, client will be informed of any changes, the time frame in which it will take effect and will be given a chance to agree or opt-out. In the event of opting out then client will abide by conditions set in the contract on termination. Client will be given 15 days to decide on new amendment of contract sent out to them.
2. Provision of Services by SMSJuice
2.1 SMSJuice will make available/deliver its products and/or services in accordance with the specific individual arrangements with its customers and the service agreements included or attached to such individual agreements. If no individual agreements are set then the contents of this agreement will count to bind upon client signing up.
2.2 SMSJuice will provide an SMS messaging service which will act as a transmission of content through up-stream providers and relevant gateways to ensure the messaging is directed to its destination. The service by SMSJuice is rendered as completed when the message with its content has been passed to the relevant gateway and a delivery status notification/report has been received for client's accounting and statistics purposes.
2.3 Even though there is a fairly high success-rate (at least 97%) in messages being opened by the recipient (your end users) on all of its network services there is no guarantee whatsoever provided by SMSJuice for any message to reach its destination and therefore SMSJuice cannot be held liable/accountable for any destination addresses (destination phone numbers) that are not eventually reached. It is the client's responsibility to make sure that the destinations provided are legitimate and in a "state ready to receive" within the time frame set to deliver the message content to them.
2.4 SMSJuice provides this service only for use by clients who intend to communicate with end-users who have opted in, subscribed or consented to the service being delivered to them. SMSJuice also provides services for client to ensure that their end-users can consent to services the the client is providing. However these services are not a mandatory service to be provided along with the SMS sending services, they are only available when the client has opted in for them by ordering the service and/or the products and packages providing the function.
2.5 SMSJuice does not allow any services that in anyway portray discrimination of any type, vulgar, derogatory, bullying, defamatory or in other ways offensive according to the law. SMSJuice shall not be found liable for any communication found to be matching the above. Any clients found to be violating by sending communication like so will have their account suspended and/or contract terminated, and if necessary further formal investigations will be conducted by SMSJuice and the relevant authorities.
2.6 SMSJuice provides interactive services, like methods for clients to text back on a number stated or back to the source address. Any interactive messaging coming back from the end-user will not come back to any alphanumeric sender addresses as SMSJuice do not provide this service. Messages back from clients have to be sent back to a legitimate phone number provided by SMSJuice or provided by the client if the client is using extra products provided by SMSJuice to enable the client to get their own number. These services are only provided as an extra optional service and are not a mandatory part of the SMS sending service.
2.7 As part of the interactive package SMSJuice provides a way for the client to enable their end-users to unsubscribe from the services provided by the client either by opting out in the way explicitly stated by the client OR by texting "STOP". SMSJuice shall not be held liable for any result, subsequent and/or direct action(s) or complaints arising from any clients who fail to use the service provided when it is deemed appropriate.
2.8 SMSJuice shall endeavour to provided these services as "standard" where appropriate channels have been followed to obtain the use of those services. However SMSJuice shall not be held liable for any failure of services that are not a fault of its own
3.1 The client must comply with the technical descriptions and technical possibilities, as these have been issued by SMSJuice and can periodically be adjusted.
3.2 Client indemnifies SMSJuice against all claims by third parties (including customers, governmental or other bodies and suppliers), including failures of Customer, non-compliance with legislation and regulations or guidelines by Customer, non-fulfilment of the content vis-à-vis legislation and regulations or the user conditions of SMSJuice's suppliers, or violation of intellectual property rights.
3.3 When implementing this Contract, SMSJuice shall only be liable for the damages suffered by the Other Party that are the direct and exclusive consequence of SMSJuice's fault, on the understanding that for compensation only that loss shall qualify against which SMSJuice is equivalent to the costs of services that are failed to be provided.
3.4 SMSJuice shall never be liable for indirect loss and/or consequential loss, including trading loss and/or discontinuation loss, loss of profits or loss of turnover that might arise irrespective of the cause thereof.
3.5 Technical modifications of the service, hardware or software might be necessary. SMSJuice retains the right to implement these modifications and shall not be liable for any form of loss arising from these modifications. SMSJuice shall endeavour to notify the client in a timely manner concerning such actions.
4. Obligation to the client
4.1 The client is to use the provided services to send messages to consented parties/end-users, and receive messages from end-users where applicable. Unless it is discussed with SMSJuice and it is in accordance with the terms and conditions (current or produced thereafter), this service shall not be used for anything else other than its intended purpose.
4.2 SMSJuice exercises no direct control/manipulation whatsoever of any messages or content that goes through its system, as it will not change the content of the messages at any point in the message cycle. It is the responsibility of the client to make sure that the content sent through is compliant with the agreed contract terms and within the statutory minimum requirement of the country in which the service is being operated for end-users. SMSJuice shall not be held liable for any of the breach of terms and/or statutory laws by the client for any traffic that the client initiates. Client admits full responsibility for all the content sent through the service provided.
4.3 Client agrees to follow minimum statutory requirements of that country/state when following procedures for invoking end-users to send in messages. Requirements differ from country to country, and the requirements for your country will be provided by SMSJuice if known. Lack of provision of these requirements by SMSJuice does not in anyway exempt the client from obliging by them, as ultimately it is the responsibility of the client to find them and comply with them. SMSJuice are just providing a service for transit/relay for the messages it receives.
4.4 Any variation or modification of the content and/or the services provided is subject to the prior amendment of an existing service contract or the incorporation of a new service contract, as practicable, and must in each case be signed at least by the customer.
4.5 The client agrees that it will not send unsolicited advertising material or any other unsolicited content (Spam) to subscribers. Upon disagreement on whether Spam has been sent or not it is the client's onus to produce evidence that it wasn't in fact Spam.
4.6 Client will oblige by the will of the subscriber in terms of subscription or opting out of subscription. As much as the client can set some prerequisites on who can subscribe the client should also set simple yet specific rules on how to opt out. An OPT-OUT keyword/phrase is usually the way forward. If an end-user texts in the word STOP then all services the end-user is subscribed to from that sender-ID should be stopped right away until such a time the end-user decides to re-subscribe by a choice of their own.
4.7 Where a client receives an instruction to stop the subscription it is the client's responsibility to remove the details of the end-user who is unsubscribing from the system provided for the client by SMSJuice. By signing up to SMSJuice the client is giving consent to SMSJuice to stop any messages to unsubscribed end-users from going out to the end-users, where such a function exists. So any action by SMSJuice to stop messages to unsubscribed end-users is considered as processing data as per instruction given by the client upon signing up for SMSJuice's services. This is purely for the protection and benefit of both the client and their end-user, but it does not offset any liability or responsibility on who should remove data of unsubscribed end-users, as it remains the client's responsibility. In the event that any existing system fails to stop messages being sent to unsubscribed end-users then the responsibility and liability lies with the client in not adhering to the condition that they should not send any messages to people who, at the time of sending, have not consented to the receipt of those messages.
5. Release from liability
5.1 Customer agrees to release SMSJuice from any liabilities, which are based upon actions of
the customer or upon information provided by customer. This applies specifically, however not only, in case of violations of copyright, protection of privacy or competition regulations.
6.1 The parties agree to keep all confidential information disclosed by either party in strict confidence and to prevent disclosures of such information or materials to third parties except upon prior written approval from the disclosing party.
7. Data Protection and Privacy
7.1 SMSJuice & Client agree
- that they shall process personal data as defined under the Data Protection Act 1998 strictly in accordance with that Act;
- to use the end-user data only for the sole intended use, according to the Data Protection Act 1998,
- that they shall process personal data as defined under the Data Protection Act 1998 strictly in accordance with that Act;
- that they shall not disclose personal data to any third party in any circumstances other than those permitted under the Data Protection Act 1998;
- that there are appropriate operational and technological processes and procedures in place to safeguard against any unauthorised access, loss, destruction, theft, use or disclosure of any personal data;
- that where needed, they have complied with the requirement to notify the Information Commissioner in relation to personal data that they process.
In the event that there have been some inconveniences, slow-down or fault in service by SMSJuice, the provider will attend to the fault and aim to finish it within the period between 4 to 48 hours. If the service status is not caused by SMSJuice but is caused by upstream providers or upstream gateways then the client will be informed such that they know where the fault lies. These should be taken as the standard time frames, however SMSJuice will not be bound to these time frames if the issues pursue. The client will be informed of the issue and any alternatives if the issue is not resolved within the standard time frames.
9. Force Majeure
Neither party shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts officially and commonly referred to as "Acts of God", governmental restrictions, strikes or labour disturbances, wars, sabotage, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
10. Price Change
SMSJuice is authorised to modify the prices referred to in its discussions with client if after conclusion of the Contract one or more factors raising the cost price, of which SMSJuice can demonstrate that these factors result in an increase in the cost price are subject to an increase, such as, but not limited to, the use of a back-up operator, taxes, financing charges, statutory provisions or foreign currency costs. Notification via electronic email (email) will be suffice to coordinate said changes and / or notifications on additional routing options / pricing.
11. Price Packages
Benefits assigned or purchased on an SMSJuice account as part of a package are valid for a year from the first purchase OR latest renewal of the same package. If a client, after finishing one package, downgrades to a smaller package, the benefits of the previous package finished only continue to a year from the last purchase of the previous package unless if they are provided for free or as standard in the lesser package. If a client upgrades to a bigger package then any benefits carried over from the previous smaller package are carried over to the bigger package and renewed to start on the date of purchase of the bigger package. Trial messages are only offered in the event that the client has not used any trial messages on any other package, including on the default pay-as-you-go package.
12. Contract Termination
12.1. Contract durations are individually agreed upon in the separate service agreements between SMSJuice and the client. However, if not specified then 30 days termination may be requested.
12.2. If client fails to fulfil their payment obligations or violates the terms and agreements SMSJuice reserves the right to immediately terminate all services offered and pursue the arrears using the appropriate legal channels.
SMSJuice is a Limited Company registered in England & Wales. Registration number: 8682924