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 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.
2.5 SMSJuice undertakes the task to verify the authenticity, integrity and validity of clients at the time of signing up. Unless SMSJuice is reasonably satisfied that the client is a genuine client, the client will continue to have a demonstration account which is only able to send messages to the mobile number used to sign up, and in dishonest and misleading cases the demonstration account is closed right away. Demonstration accounts are valid for 30 days, and the existence of such can be extended at the discretion of SMSJuice. SMSJuice shall not be bound to take on any responsibility of any fraudulent, dishonest or misleading details provided by the client at signup. SMSJuice shall not be held responsible for the subsequent (legitimate or illegal)usage of services by such clients, but the client shall be held responsible for any breaches made as a result of any activity either during the account signup process, verification process or at/after the time of service use by the client. Any breaches ca be reported accordingly to the approprate authorities depending on the breach made by the client/prospective client.
2.6 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. Pricing and Payment and Refunds
The client pays upfront to topup their credit account. Pricing of the products and services is not in any way associated with direct payments by the client as the usage of products and/or services provided can only be deducted through from the prepaid credit on the account. Without any prepaid credit on the account no chargeable services shall be available for use where credit is needed for their prolonged use. Any products/services purchased with prepaid credit beforehand will be available for the duration stated on the product/service description during advertising or at purchase time.
No refund shall be offered for any product and/or service already used or already in
use. SMSJuice is not obliged to refund purchases for services not used, unless
SMSJuice decides that the client shall not use the rest of the credit available
on the account at contract termination and there are no issues or breaches associated
with the account. In that case (depending on the reason for the decision taken by
SMSJuice) the client will be refunded according to the payments they made and/or
according to the amount of credit on their account. Any agreed refunds shall not
exceed the unused and unreserved credit amount on the client account. SMSJuice
reserves the right to withhold payments, prepaid credits or charge back the client
account where a breach of the terms have been done by client, pending SMSJuice's
reasonable investigation of the breach. In the event that in SMSJuice 's opinion
the clauses of these terms are breached, and as a consequence SMSJuice has been
charged by mobile operators/providers/aggregators or refunded payments to end users,
SMSJuice is entitled to invoice the client for such refunds, charges and all costs
which are incurred by SMSJuice in the process.
SMSJuice offers clients an option to setup a recurring payment service on the account
in the case where the balance or credit level of the account runs out or reaches a certain
level. Since SMSJUICE DOES NOT STORE CLIENT CREDIT/DEBIT CARD DETAILS, clients can use
existing tokens which are provided by WorldPay stored by SMSJuice Limited for the purpose
of remembering payment preferences for the client to manually make further purchases without
having to re-enter their card details over and over again. The client is sent an SMS
message or email message (or both depending on their preferences) to notify them of their
preferences and account credit/balance levels/thresholds. SMSJuice also provides an
autoload service, where if a client's account credit/balance decreases to a certain
level then the tokens which are stored by SMSJuice can be used to automatically topup
the credit/balance level with an amount that the client has agreed to in their
preferences. A topup confirmation/success email is sent when any successful topup is
made manually or via our autoload service.
Frequency of payments varies, and is deretmined by the rate/speed at which the client's
account prepaid balance depletes to the agreed threshold/elevel at which they are sent
a notification to make a recurring payment (or their account makes an automatic
payment for them depending on the preferences they set in their account).
Cancellation of the autoload service can be done through the account preferences,
whereby the client then reverts to the notification if account prepaid credit/balance
reaches a certain level. SMSJuice reserves the right to refuse the client access to the
autoload service where SMSJuice deems it appropriate. In the case of failure of payment
as a result of the autoload service not working, client not being able to manually
topup via recurring payments option or payment having being declined then SMSJuice
reserves the right and will go ahead to automatically restrict services to only use the
prepaid credit/balance available already on the client's account.
13. Contract Termination
13.1. 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.
13.2. 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