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Services Terms and Conditions

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1. QUICK SMS Limited (incorporated and registered in Jersey with company number 133441) whose registered office is at 54 Bath Street,  St Helier, JE1 1FW (the “Company”); and

 

2. ( Legal Entity Name ) incorporated and registered in (Country) with company number ( Registered Company Number ) whose registered address is at ( Registered Address ) (“the Customer”)

 

Any failure by the ‘Company’ to exercise or enforce any right or provision of these terms and conditions shall in no way constitute a waiver of such right or provision.

 

BACKGROUND

1. “The Company” offers multi-channel communication tools and software, including but not limited to SMS, RCS, WhatsApp Business, Facebook Messenger, Voice, Email, etc., through HTTP API, SMTP connectivity, and a web-based platform.

 

INTERPRETATION

1.1 Clause and Schedule headings do not affect the interpretation of this Agreement.

 

1.2 Unless otherwise specified, a reference to a clause or a schedule is a reference to a clause of, or schedule to this Agreement.

 

1.3 References to laws include amendments, extensions, applications, or re-enactments, and subordinate legislation for the time being in force.

 

1.4 References to laws in general include all local, national, and directly applicable supra-national laws in force.

 

TERM OF AGREEMENT

This Agreement shall commence on the date hereof and remain in force for a minimum of no less than 36 months (Initial Term), and then a rolling 12 month term. Subject to termination by The “Company” as herein contained, and thereafter until terminated by the Customer giving not less than 2 month’s notice in writing.

 

PROVIDER'S OBLIGATIONS

 1. The “Company” shall comply at all times with all laws related to the transmission and storage of communications and data and adhere to current codes of practice.

 

2. The “Company” shall provide technical support to the Customer in accordance with the Provider’s standard Service Level Agreement (SLA).

 

3. The “Company” shall implement enhanced Data Security systems to protect all Customer data as listed in Schedule 1.

 

4. The “Company” shall maintain strict confidentiality regarding all information received from the Customer and shall not divulge the same to any third party without the express written consent of the Customer.

 

5. The “Company” reserves the right to change, terminate, or alter the Services or terms and conditions at any time due to changes or discontinuation of network services.

 

6. The “Company” shall comply with all relevant Data Protection legislation, including GDPR requirements, as a data processor.

 

CUSTOMER'S OBLIGATIONS

In consideration of the Services provided, the Customer agrees:

  1. 1. To observe all legal requirements and codes of conduct applicable to the use of the Services, including enabling consumers, or any person or persons wishing to cease receiving communications, to opt out of receiving messages.

  2. 2. To inform consumers, or any person or persons wishing to cease receiving communications, in every message of the procedure for opting out of further communications.

  3. 3. To promptly delete deactivated MSISDN (Mobile) numbers from the Customer’s database upon notification from the Provider.

  4. 4. To ensure that any request from consumers, or any person or persons, to cease receiving communications is honoured promptly and efficiently, and to maintain accurate records of such requests for auditing purposes.

  5. 5. The “Customer” will not enter into contract with third parties for the supply of Services during the initial term.

 

DELIVERY OF THE SERVICES

1. The delivery of messages depends on network operators’ services, network coverage, and recipients' devices. The “Company” does not guarantee delivery and is not liable for any failures.

 

2. The “Company” will make reasonable efforts to ensure uninterrupted service. Network operators may modify services without notice, and The “Company” may adjust its services accordingly.

 

3. The “Company” will endeavour to provide advance notice of any modifications, suspensions, or terminations of services but shall not be liable for resulting losses.

 

4. Messages shall be deemed sent upon confirmation of delivery to the intended destination, including mobile networks, SMTP, or other servers.

 

CONTENT AND CONDUCT

1. The “Company” is not responsible for the content of messages transmitted.

 

2. The Customer shall comply with all relevant laws and regulations and ensure compliance with applicable laws in all jurisdictions.

 

3. The Customer may not use the Services to cause annoyance, offense, inconvenience, or distress to any recipient.

 

4. The Customer shall prevent unauthorized access to the Services and maintain the confidentiality of usernames and passwords.

 

5. The “Company” may remove numbers, suspend, or terminate Services in case of breaches or complaints, without refund, and without prejudice to other rights.

 

6. The “Company” may audit messages to ensure compliance with this Agreement and applicable laws.

 

PAYMENT AND PRICES

1. The “Company” may offer the Customer a credit facility subject to credit status. or Pre purchase of credits.

 

2. All payments are due 30 days from the date of invoice. In the event of late payment, the Customer shall be liable to pay interest on the outstanding amount at a rate of 4% per month, calculated from the due date until the date of actual payment.

 

3. Charges for services may vary by service provider and may change without notice. The “Company” may adjust charges for services with prior notice. The “Company” will provide the Customer with written notice of any price adjustments at least thirty (30) days prior to their implementation.

 

4. Default Service prices (Prices for services where a multi year term has not been selected) will increase automatically by 5% on the 1st of April each year, starting from the first year anniversary of this Agreement's commencement. No notice is required for this increase.

 

5.Multi Year Pricing: Where a multi-Year price has been selected for a service, the price for the selected service will not be increased or decreased during the contract term. At the contract end date the “Company” will advise the client of any new pricing for “services” giving no less than 30 days written notice and pricing will continue on a default pricing basis.

 

BREACH

In case of material breach by the Customer, which remains un-remedied for 14 business days following notice received by the Customer from the Company, the Company may:

 

- Cancel this Agreement;

- Suspend or terminate Services;

- Suspend, disable, or terminate accounts;

- Sue for specific performance or claim damages.

 

LIMITATION OF LIABILITY, WARRANTIES, AND INDEMNITIES

The Provider's liability is limited as specified in this Agreement and shall survive termination.

 

The Customer indemnifies The “Company” against damages, liabilities, and risks resulting from breaches of this Agreement.

 

The “Company” is not liable for damages, losses, or liabilities arising from the use of the Services.

 

The Services are provided "as is," and the Customer assumes all risks associated with their use.

 

GENERAL PROVISIONS

 

ASSIGNMENT

Notwithstanding any other provision of this Agreement, the Company may assign, transfer, or delegate any of its rights or obligations under this Agreement to a third party at any time during the term of this Agreement, without the need for consent from the Customer. This right of assignment shall ensure the continuation of all agreed terms and obligations to the assignee, who shall benefit from and be bound by the terms of this Agreement.

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ENTIRE AGREEMENT

These terms and conditions constitute the entire agreement between The “Company” and the Customer regarding communication services.

 

This Agreement shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

 

WAIVER

 Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written

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