Terms and Conditions
These terms and conditions are a binding legal agreement between customer (you) and SMSBD, House - 171, Road - 02, Mirpur DOHS, Dhaka, Bangladesh, contain provisions that disclaim, limit and exclude our liability to you and that indemnity us against claims and damages that it may suffer as a result of your conduct. By ticking "I accept these terms and conditions" button and submitting the request or otherwise registering for the services, you agree that:
- You have read and understood these terms and conditions;
- Following receiving confirmation of SMSBD Software’s acceptance of your request you will become bound by, and will abide by, these terms and conditions until this agreement is terminated in accordance with its terms.
Take note that these terms and conditions may change from time to time. If you have used our services before, you cannot assume that the terms and conditions are still the same. You should re-read them regularly.
The words and phrases listed below shall bear the following meanings in these terms and conditions, unless the context clearly indicates otherwise:
- "Bulkms" means the dissemination of large numbers of SMS messages for delivery to mobile phone terminals commonly used for alerts, reminders, and marketing and also for information and communication between both staffs and customers;
- "End User" or "Recipient" means any person, including both natural and juristic entities who receives or is intended to receive any message sent by a user using the services;
- "SMS" means a short message service provided by means of a text or data message to the cellular handset either on request of the handset user or via a pre-configured batch process;
- "Network Operator" means any party licensed to install, operate and maintain a cellular telephony network;
- "User" shall mean any natural or legal person who makes use of any of the services or who uses or visits the website.
Charges & Payments
- Users are required to purchase credits which shall reduce for each message sent. The number of credits used per individual message depends on the message type i.e. Mask or Non-Mask.
- You agree to pay all charges due to us in respect of making the service available to you and your access to and use of the service by the payment method and in accordance with the applicable payment plan and terms agreed between you and us and detailed in the signature page.
- Each time any given transaction is conducted, you will incur a corresponding charge. Alternatively, you may wish to pre-purchase transaction credits for each month of the agreement or such other period as is agreed between us, in which case we will allocate to you a corresponding number of transaction credits for that period. Each transaction that you conduct using the service will therefore reduce the value of the transaction credits available to you by corresponding unit charge in paisa (subject to any variation thereof).
- Any transactions that you conduct in a period over and above your allocation of pre-purchased transaction credits shall be additionally charged by us at the applicable tariff rate set out in the signature page (subject to any variation thereof).
In addition to the above, we reserve the right to, in our sole discretion:
- Use any pre-payment or deposit that you have provided to us as full or part payment of any outstanding sum;
- Suspend your access to the service and / or cease to allow any transactions to be conducted by you until payment of any outstanding sum is received by us in full and cleared funds from you; and / or
- Without prejudice to any of our rights under the late payment of commercial debts policy, to charge simple interest on the outstanding sum, applying from time to time to run from the due date for payment until receipt by us of any outstanding sum in full and cleared funds whether or not after judgment and without prejudice to any of our other rights or remedies.
Your Liabilities and Obligations
You warrant that you will not:
- Use the service or permit the service to be used for any improper, fraudulent, immoral, unlawful purpose or for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;
- Use the service or permit the service to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party or in a manner that may injure or damage any person or property or cause the quality of the service to be impaired.
- Modify or create derivative works of the software, programs, and other applications underlying the service (the “Software”);
- Sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the software, any portion thereof or any documentation to any third party; or
- Cause, assist or permit any third party (including an end-user) to do any of the foregoing.
You will at all times during the continuation of the agreement:
- Send only messages comply with all applicable laws, regulations and codes and that contain nothing which is likely to cause offence in view of the generally prevailing standards of decency and propriety from time to time;
- Comply with all reasonable directions and instructions issued by us from time to time in relation to the service;
- Not act in any manner likely to bring us, the service or any network operator into disrepute.
- You will, upon request, provide us or any network operator or regulator with any information relating to your use of the service that the requesting party reasonably requires. You are responsible for ensuring that any information relating to your end-users, including (but not limited to) your end-user data, is accurate and complete.
- You will not state or imply any approval by us of any particular message that you send using the service or refer to us in any way without our prior written approval.
- You will not acquire any title or other proprietary right to any intellectual property, including (but not limited to) any patents, know-how, registered or unregistered trademarks, design rights or copyright, relating to the service, nor will you cause or knowingly permit anything to be done which may in any way damage or endanger any such intellectual property. You will notify us of any suspected infringement of our intellectual property of which you become aware and will take all reasonable action as we may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide to you.
- You warrant that you are the sole owner or licensor of all rights in your end-user data or you have obtained all necessary rights, licenses and consents from all relevant third parties to enable you, us and our sub-contractors to use the end-user data for the purposes of the agreement.
Our Liability to You
- Nothing in the agreement will in any way exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraudulent misrepresentation or concealment or for breach of data protection obligations herein or for any other liability that cannot be excluded or limited at law.
- We will not be in any way liable to you for any liabilities, losses, damages, costs and / or expenses incurred or suffered by you as a result of your use of the service, except to the extent that such liabilities, losses, damages, costs and / or expenses directly result from breach of this agreement, our negligence or willful misconduct.
- We will not be in any way liable for the content of any messages sent using the service or for any use of the service by you to detect the location of any GSM or GPS device(s), nor will we be in any way liable for any failure to make the service available to you to the extent that such failure results from a technical or other failure on the part of any network operator or any other event which is beyond our reasonable control.
- Subject to any express provision to the contrary in the agreement, neither you nor we will in any circumstances be liable in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.
- Each of us acknowledges that neither you nor we have entered into the agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the agreement and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.
- We shall at all times in respect of the subject matter of this agreement comply with all applicable laws, regulations and rules having equivalent effect.
- Unless otherwise set out in the signature page and subject to earlier termination in accordance with these terms and conditions, the agreement is for an initial minimum 12- month period. The initial term will start on the contract start date set out on the signature page and shall expire on the expiry of the initial term.
If at any time you wish to terminate the agreement, you must either:
- Give us written notice to that effect within the 7-working day period from and including the contract start date set out in the signature page, such notice to take effect immediately; or
- Give us no less than the required notice period, such notice to take effect no sooner than the end date. If you wish to terminate the agreement with effect from any date preceding such end date and are unable to do so for cause or any other reason under these terms and conditions, if you are such a customer under the agreement then you must pay us the charges due for each month (or part thereof) remaining of the initial term post-termination and any prepayment of charges that you have made to us will not be credited or refunded.
- We may terminate the agreement immediately on giving you 14 days’ written notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for us to make the service available.
Either party may also terminate this agreement with immediate effect by notice
to the other party if:
- The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;
- The other party commits a material breach of the agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or
- Any license required for us to operate the service is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license:
- - Is not granted to us; or
- - Is granted to us but in such a way as to prevent us from continuing to
make the service available or a network operator from enabling us to make
the service available.
- Termination of the agreement for any reason does not affect any rights that have accrued to either party under the agreement up to the date of its termination and those terms and conditions of the agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.