TERM

1. This Agreement shall commence on the Effective Date and shall remain in full force and
2.  effect until customer’s requirement (“Term”), unless terminated earlier in accordance
3.  with this Agreement.

THE SMS SERVICE

The Customer agrees to abide by all applicable laws, regulations and network operator

 or service provider requirements, including but not limited to the Telecommunication Authority. Any complaint from a network operator or service provider will be regarded in a very serious light and the Customer’s use of the SMS Service may be terminated or suspended accordingly.

Registration

1. The Customer must provide active sim including connection (if required by IT COMPANY).
2. The Customer adhere to the terms of this Agreement and the Code of Conduct, by
3.  providing current, complete, and accurate information. IT COMPANY reserves the right to suspend the SMS Service in the event it receives inaccurate details from the Customer.

Service Usage

1. The Customer shall access the provided account through the SMS Service Website (the “Service Website”) in order to use the SMS Service after activation.
2. The Customer agrees that the SMS Messages shall only be sent to Recipients who have consented to the receipt of the SMS Service (the “Consents”).
3. The Customer agrees to keep records of the Consents referred to in Clause 2 (services Usage) and agrees to provide copies of such records to IT COMPANY upon request.
4. The Customer is not permitted to send SMS Messages to recipients who have made clear that they do not wish to receive SMS Messages or advertisements via SMS.
5. The Customer shall specify its identity and contact details in each SMS Message,
6.  including but not limited to the Customer’s telephone number or an email address.
7. The Customer shall include the Opt-Out in each SMS Message.
8. The Customer understands that the recipients shall have the right to opt-out of the SMS Service, whether the SMS Message is nationally or internationally originated, and agrees that IT COMPANY shall not be liable to compensate the Customer for any loss of opportunity as a result.

The Customer will not use the SMS Service:

1. In a way which does not comply with the terms of any laws or any license applicable to the Customer, or that is in any way unlawful or fraudulent or, to the Customer’s knowledge, has any unlawful or fraudulent purpose or effect, or which infringes or may potentially infringe the rights (including intellectual property rights) of IT COMPANY or any third party; or
2. In connection with (without prejudice to the generality of clause 1 (The Customer will not use the SMS Service) above.
3.  the carrying out of a fraud or criminal offence against IT COMPANY or any other party; or
4. To knowingly send/receive material which is abusive, offensive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which is liable to incite racial disharmony or hatred, or which comprises of a virus or other code liable to cause loss or damage; or
5. In a way that in IT COMPANY’s reasonable opinion could have a materially detrimental effect on IT COMPANY’s business, including the SMS Service. 

The Customer agrees not to use the SMS Service improperly, or in a way that violates the law. IT COMPANY shall have the right to enforce the obligations set out in clause .

Inclusive by suspending or terminating the SMS Service without notice if the Customer is in breach of them.

SMS Cost

The cost of each SMS Message consists of the SMS cost (local and/or overseas network operator), database, customer care and handling cost. IT COMPANY reserves the right to modify, increase, or decrease the cost per SMS Message, for a specific network(s) with notice.

SMS Message Delivery

1. IT COMPANY will use all reasonable endeavors to ensure the successful delivery of all SMS Messages.
2. Delivery of SMS Messages to international Recipients may be provided as part of the SMS Service subject to availability and specific agreements with the overseas network
3.  providers. Such agreements are subject to change and may affect the SMS Message
4.  delivery to certain international Recipients. IT COMPANY shall not be held liable for any such changes.
5. Notwithstanding clause 4, the Customer shall bear any additional international
6.  charges of SMS Messages relating to the overseas network provider.

 THE CUSTOMER’S OBLIGATIONS

The Customer agrees to comply with the provisions set out in this Agreement and pay the Charges for the SMS. All Charges shall be paid directly to IT COMPANY within the date specified in the Customer’s bill issued by IT COMPANY
 

WARRANTIES

The Customer hereby represents and warrants to IT COMPANY that the Customer has full power to enter into this Agreement and that all information supplied by the Customer to IT COMPANY is true, accurate and complete in all respects.

PAYMENT

1. The Customer shall pay a once-off registration fee and the monthly charges as set out in Payment Terms above.
2. IT COMPANY will calculate the monthly charges due based on the Customer’s usage of the SMS Service (activities performed using the Customer’s username and password) on a monthly basis starting from the Effective Date.
3. The monthly charges due, as per clause 2- Payments, shall be charged to the Customer’s Bill.
4. All payments shall be made in the currency stated in the Customer’s Bill to the IT
     COMPANY’s payment account.
5. All payments by the Customer are final and non-refundable. Should the Customer
     believe there have been improper charges for the SMS Service, then the Customer shall notify IT COMPANY and provide any information necessary in order to review and
     resolve the query. The query must be submitted as soon as reasonably possible but in
     any event within ten (10) calendar days of the date of the relevant Customer’s Bill
     reflecting the charge.
6. Further details of the registration fee, monthly charges, and additional options charges can be found on the Service Website or by referring to IT COMPANY Sales and Marketing Department.

LIABILITY AND INDEMNITY

1. IT COMPANY shall not be liable to the Customer in any event for any direct, consequential, indirect, or special damages or for loss of profit.
    
2. The Customer shall indemnify and defend IT COMPANY against all claims and proceedings whatsoever and howsoever (whether actual or threatened) arising out of
     IT COMPANY’s performance of its obligations under this Agreement and the Customer’s use of the SMS Service so long as IT COMPANY acts in good faith and in the absence of negligence or willful default on the part of IT COMPANY, its officers or employees.

INTELLECTUAL PROPERTY

1. All information, right, title and interest relating to copyright, trade mark, patents and trade names, trade secrets and any other proprietary rights, whether registered or unregistered and however embodied, communication media, and systems associated with the SMS Service and/or IT COMPANY's Website and the underlying services (the “Intellectual Property”) shall vest in IT COMPANY and remain the sole property of IT COMPANY. By using the SMS Services, the Customer does not obtain any rights in the infrastructure, content or software associated with the services.
2. The Customer agrees not to use, challenge, or exploit the Intellectual Property in any way unless the Customer has been given prior written consent by IT COMPANY.
3. The SMS Service may include material or content which is owned by third parties and/or the rights in which vest in third parties. The Customer may not use, copy, exploit or publish any aspect of the SMS Service, without the prior written consent of the owner of the rights therein.
4. Each Party shall promptly inform the other of any claims in respect of patent rights,
     copyrights, registered designs or other Intellectual Property rights and shall make no settlement thereof without giving to the other prior notice of the claim and a reasonable opportunity to deal with the same.

CONFIDENTIALITY

Each Party hereby mutually undertakes to:

1. keep confidential all information (whether written or oral) concerning the business, trade secrets, customers, suppliers and affairs of the other parties that it shall obtain or receive as a result of the discussions leading up to or the entering into or performance of this Agreement (the “Confidential Information”);
2. not without the other Party’s written consent disclose the Confidential Information in
     whole or in part to any other person save those of its employees, agents, advisers and
     sub-contractors involved in its performance of this Agreement and who have a need to
     know the same; and
3. use the Confidential Information solely in connection with the performance of their
     respective obligations under this Agreement. 
4. The provisions of Clause 1 above shall not apply to any Confidential Information to the extent that such information is already in the other Party’s possession on the date of its disclosure, or in the public domain other than as a result of a breach of this clause or is required to be disclosed by an order of a competent court or regulatory authority.
5. Each Party hereby undertakes to the other to make all relevant employees, agents,
     advisers and sub-contractors aware of the confidentiality of the Confidential Information under the provisions of this clause and without limitation of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by its
     employees, agents, advisers and sub-contractors under the provisions of this clause.

FORCE MAJEURE

1. Neither Party shall be in breach of its obligations (excluding the Customer’s payment obligations) under this Agreement if there is any total or partial failure of performance by it of its obligations resulting from a Force Majeure Event. If the Force Majeure Event continues for more than thirty (30) Working Days and substantially affects the abilities of the Parties to perform this Agreement, the non-defaulting Party shall have the right to terminate this Agreement forthwith upon giving written notice to the other Party. No Party shall have any liability to the other in respect of the termination of this Agreement as a result of a Force Majeure Event.

TERMINATION

1. The Customer shall be entitled to terminate this Agreement at any time and shall be obliged to pay all amounts due to IT COMPANY up to the date of termination.
2. IT COMPANY may terminate, change, suspend, or discontinue this Agreement, the Service and/or the Customer’s use of the SMS Service, including the availability of any features of the SMS Service, at any time.

NOTICES

1. Any notice to be given by IT COMPANY to the Customer shall be effective if in writing and delivered to the address or sent to any relevant facsimile number for the Customer as set out in the SMS Request Form.
2. Any such notice shall be considered to have been received by the addressee two (2) Working Days following the date of dispatch if by registered post or air mail or simultaneously if by facsimile.

GOVERNING LAW

1. This Agreement shall be governed by and construed in accordance with the laws of
     country where the business of the customer belongs to and the parties hereby submit to the jurisdiction courts of the particular country.

MISCELLANEOUS

1.  The Customer hereby represents and warrants to IT COMPANY that it has the full power to enter into this Agreement and that all information supplied by the Customer to IT COMPANY and/or entered onto the SMS Request Form is true, accurate and complete in all respects. IT COMPANY shall not be liable for any losses or damages suffered by the Customer in relation to any Service provided due to incorrect or inaccurate information provided in the SMS Request Form.
2. IT COMPANY may assign, novate or sub-contract any of its rights or obligations under this Agreement. The Customer shall not be entitled to assign, novate, sub-contract or otherwise dispose of any of its rights obligations under this Agreement (unless otherwise agreed with IT COMPANY in writing).
3.  Save as expressly provided under this Agreement, all other warranties whether express or implied are hereby excluded to the fullest extent permissible by law and this Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements.
4. No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the Parties to it. The expression “variation” shall include any variation, supplement, deletion, or replacement however effected.
5. If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in
     whole or in part, the provision shall apply with whatever deletion or modification is
     necessary so that the provision is legal, valid and enforceable and gives effect to the
     commercial intention of the Parties, and to the extent it is not possible to delete or
     modify the provision, in whole or in part, under this clause then such provision or part
     of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form
     part of this Agreement and the legality, validity and enforceability of the remainder of
     this Agreement shall, subject to any deletion or modification made under this clause not
     be affected.
6. Each Party’s obligations under this Agreement are conditional upon and subject to the
     respective compliance with all applicable laws and prevailing regulations and judicial requirements in the jurisdiction over either Party to or the subject matter of this Agreement. Neither Party will be liable to any other Party to the extent that any such legislation, decision, direction, order, or determination prohibits or restricts its performance under or compliance with this Agreement.
7. The Customer will not at any time use IT COMPANY’s name, logo, or trademark or any of IT COMPANY’s Intellectual Property Rights in connection with this Agreement or otherwise, without the prior written consent of IT COMPANY. Any breach of this clause constitutes a material breach of this Agreement.