Terms of Service
By signing up to our services and affirming that you (the entity agreeing to the terms, “Customer”) agree to our terms of service through the sign-up process, you are entering into a service agreement with the legal entity set out below, which shall be referred to as “we”, “our”, “us” or “Develotex”. The terms of the service agreement are set out herein.
Introduction
By signing up to our services and affirming that you (the entity agreeing to the terms, “Customer”) agree to our terms of service through the sign-up process, you are entering into a service agreement with the legal entity set out below, which shall be referred to as “we”, “our”, “us” or “Develotex”. The terms of the service agreement are set out herein.
Develotex offers Services and products including, but not limited to:
Messaging (including SMS, MMS, RCS, Whatsapp)
Number Rental (including Mobile Long Codes, Geographic Long Codes, Toll Free Codes and Short Codes),
Voice (including, Text to Speech, App to App, App to Phone, Phone to Phone, SIP integration and Conference Calling)
Verification (SMS, Flash Call, Voice)
Video
Number Lookup Services (including Number insight and Validation)
Personalized Messaging including Personalized Video, Rich Media, SMS, Messaging Platform, Acquisition Platform)
Number Masking (Anonymous Phone Numbers)
Customer agrees to purchase certain Services pursuant to the terms of service set out in this Service Agreement (as defined under Agreement Documents below).
Agreement Documents
The service agreement consists of this document, the General Terms of Service set out in Exhibit 1 below (along with any Supplementary Terms), the Data Protection Agreement found here https://www.Develotex.com/data-protection-agreement/, and any Service Order, Order Form, Change Order and other document(s) signed by both parties, referencing the Service Agreement (together the “Service Agreement”).
If the Customer and Develotex (together, the “Parties”) desire to include additional Services under this Service Agreement, such services will be set forth in subsequent Service Orders, Change Orders or exhibits signed by authorized representatives by both Parties and attached to this Service Agreement.
In the event of a conflict among any of the components of this Service Agreement, precedence will be given in the following order: (a) Data Protection Agreement, (b) General Terms of Service, (c) Change Order(s), but solely with respect to the Service(s) covered by such Change Order, (d) Service Order(s), but solely with respect to the Service(s) covered by such Service Order, and (e) any other exhibit to the Service Agreement.
Authorization and Effectiveness
The account creator represents to Develotex that he or she is a duly-authorized representative and signatory of the corporate entity named in the account and that the information provided is complete and accurate. The corporate entity named in the account accepts the General Terms of Service and the Exhibits.
The Service Agreement shall be effective on the date at which time the account is created and verified.
Exhibit 1 General Terms of Service
Introduction.
The Service Agreement contains the legal terms of service that govern Develotex’s provision of Services and the Customer’s use of and access to the Services. If the Customer has a Prior Agreement, it shall be deemed terminated (to the extent it covers the Services provided pursuant to these General Terms of Service and/or a Service Order) upon the of applicable Service Order Effective Date and without prejudice to any of Develotex’s or the Customer’s accrued rights and liabilities under such Prior Agreement. The Customer’s use of and access to the Services are subject to additional terms that include without limitation the Supplemental Terms. Supplemental Terms may be made available to the Customer through means determined by Develotex.
Develotex and Customer agree that the non-binding date for the start of the Services will be the date on which the account is created and verified, hereinafter referred to as the “Service Start Date”. The date for the Service Start Date may be adjusted at Develotex’s sole discretion, in which case Develotex will notify the Customer of the revised Service Start Date.
1 License.
(a) License. Unless expressly stated in the Service Agreement, the Customer will have a limited, non-exclusive, non-transferable, non-sublicensable right to (i) use the applicable Services, (ii) integrate the Services in the Customer’s Application in order to access to the Service, if applicable, and (iii) offer and make available to Service Users the Services solely, or, as integrated into the Customer’s Application, all in accordance with the Service Agreement. Such rights shall be immediately revoked without notice upon the earlier of termination of: (i) the Service Agreement; (ii) the applicable Service Order; or (iii) the applicable Service.
(b) License Restrictions. The Customer will not (and will not allow Service Users) to: (i) reverse engineer, decompile, copy or disassemble the Services; (ii) market, sell (subject to Section 1(c)), sublicense, rent, lease, or otherwise distribute the Services, in whole or in part; (iii) modify, upgrade, improve, enhance or create derivative works of any portion of the Services for any purpose (including without limitation error correction or any other type of maintenance); (iv) remove, obscure, or alter any identification, proprietary, copyright or other notices in the Services; or (v) for non-civilian purposes.
(c) Resale. The Customer may resell the Services provided that: (i) as between Develotex and the Customer, use of the Services by Service Users and any of their acts and omissions are deemed to be the Customer’s use of the Services and the Customer’s acts and omissions, (ii) each Service User is legally bound by an agreement, which is at least as protective of Develotex, Develotex’s rights and the Services as this Service Agreement, (iii) no Service User shall be a third party beneficiary to the Service Agreement, (iv) as between Develotex and the Customer, Data shall be deemed to belong to the Customer and no other party, (v) each Service User accepts and complies with all third party policies or terms applicable for the use of the Services, such confirmation to be provided by each respective Service User prior to its use of the Services and (vi) the Customer shall not (and shall ensure that any Service User shall not) use Develotex or Develotex Affiliate trademarks, tradenames or branding or make any representations with respect to the Services that are inconsistent with any express Develotex representations in the Service Agreement.
(d) Numbers and Codes. The Customer acknowledges and agrees that neither the Customer nor any third party shall have any intellectual property rights and/or other proprietary interests in any Numbers and Codes made available to the Customer under the Service Agreement. The Customer will not take any action that would cause the Customer or any third party to acquire any intellectual property rights and/or other proprietary interest in any Numbers and Codes, including but not limited to making any changes to such Numbers and Codes. Develotex may withdraw or suspend such Numbers and Codes at any time to comply with Relevant Laws and/or an order, instruction, or request of a Service Provider, Regulator, court or other competent authority.
2 Conduct.
The Customer agrees that the Customer will not, and will not encourage or permit any party (including but not limited to Service Users) to, access or use the Services: (a) other than as expressly prescribed by the Service Agreement; (b) in violation of: (i) Compliance Rules or Relevant Laws or (ii) applicable third party licenses; (c) to send spam or unsolicited messages or other communications; (d) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any mobile industry association, Regulator or any Service Provider; (f) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and Trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access any Data; (g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, their operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (h) to gather, store, upload or otherwise transmit any Data for which the Customer does not have a right to do so; (i) support or carry any emergency calls to any medical rescue, emergency, or law enforcement agency, service or provider of any kind; or (j) to impersonate any person or entity. Additionally, the Customer agrees to promptly comply with all requests for documentation and information Develotex makes relating to the Customer’s use of the Services.
3 The Customer’s Responsibilities.
(a) The Customer’s Account. The Customer is solely responsible for the Customer’s Account, all activities conducted in connection with the Customer’s Account, and the accuracy of all information provided by or to the Customer relating thereto, including without limitation, contact, technical, campaign and payment information, the Credentials, and for protecting and safeguarding the foregoing. The Customer will promptly update any Account Information if it changes and notify Develotex upon becoming aware of any unauthorized use of the Customer’s Account and/or Credentials, and any related security breach. The Customer will only connect to the Services through the Customer’s Account and using only the Credentials.
(b) Content and Monitoring. The Customer is solely responsible for all Content, and the storage and transmission of the Content must comply with the Service Agreement. The Customer agrees that Develotex may monitor use of the Services to ensure quality, improve the Services and verify the Customer’s compliance with the terms.
(c) Service Users. The Customer shall remain fully liable to Develotex for any use of the Services by Service Users (whose acts and omissions shall be considered to be the Customer’s acts and omissions). Develotex will provide support, when and if provided, only to the Customer and not to Service
(d) Records & Consents. The Customer will maintain accurate and complete records of its performance under the Service Agreement during the term and as required by the Compliance Rules, Relevant Laws, Regulator or Service Provider. Upon reasonable written notice, the Customer shall provide copies of any such records to Develotex. Develotex or its representatives shall be entitled to disclose any such records (and to carry out audits of the Customer’s premises and systems, upon reasonable written notice) where required by any Service Provider, Regulator or other competent authority. Without limiting the generality of any other provision of the Service Agreement, prior to using the Services to send Content to any third party, the Customer shall obtain verifiable informed consent if required in accordance with Relevant Laws, and shall maintain a record of each such consent. The Customer shall provide a reasonable and readily accessible method for third parties to revoke this consent and, at Develotex’s request, shall provide Develotex with verifiable evidence to establish informed consent from such third party (to Develotex’s reasonable satisfaction).
(e) The Customer is responsible to provide suitable hardware or communications equipment including all necessary infrastructure to ensure the Customer’s access to the Service. The Customer is also responsible, at the Customer’s own expense, for the provision and regular monitoring of telecommunication and access infrastructure between the Customer and the Services.
4 Payments and Pricing.
(a) Post-pay Customers. Where the Customer has signed a Service Order for a post-pay Service, the Customer shall be a post-pay Customer. The Customer will pay Develotex the Fees and Taxes and all other invoiced amounts within the period specified in the applicable Service Order or within thirty (30) days from the date of invoice, whichever is longer. Unless stated otherwise in a Service Order, the Fees shall be calculated in accordance with rates and pricing which Develotex makes available to the Customer (by means determined by Develotex) from time to time. Unless stated otherwise in a Service Order, all Non-Recurring Fees may be invoiced monthly in arrears, and all Recurring Fees and One-Time Fees may be billed in advance. All Fees, Taxes and other sums shall be billed in the applicable currency stated in the Service Order. All sums will be paid by the method determined by Develotex in Develotex’s sole discretion. Time is of the essence in relation to the Customer’s payment obligations.
(b) Pre-pay Customers. Where the Customer has signed a Service Order for pre-pay Services or if the Customer has not signed a Service Order for a Service, the Customer will be a pre-pay Customer. The Customer will pay Develotex the Fees and Taxes and all other amounts payable to Develotex through prepayments made by the Customer on the Customer’s Account. The Fees shall be calculated in accordance with the rates and pricing which Develotex makes available to the Customer (by means determined by Develotex) from time to time. Develotex may deduct or offset from the Customer’s Credit Balance, any sums the Customer owes to Develotex, which may include but are not limited to Fees and Taxes. All Recurring Fees and One-Time Fees may be deducted in advance of the applicable Service being provided and all Non-Recurring Fees may be deducted after the applicable Service is provided. Payments received from the Customer will be deposited in the currency selected during Account creation. Develotex supports USD, GBP and EUR as standard and may be able to support other currencies on a case by case basis. All Fees, Taxes and other sums due will be deducted from this Credit Balance in the same currency. Every Service on an Account will deduct Fees, Taxes and other sums due from the same Credit Balance. The Customer will not earn interest on any Credit Balance held by Develotex. The Customer shall not be entitled to a refund of an unused Credit Balance below EUR 100 (or the equivalent in the currency of the Customer’s Account). The Customer will lose the right to any Credit Balance and such Credit Balance shall be permanently assigned to Develotex without further notice (and without prejudice to Develotex’s other rights and remedies), where; (i) Develotex suspends the Services more than once due to the Customer’s breach of the Service Agreement; or (ii) such Credit Balance has not been used within 365 days of it being credited.
(c) Set-Off. The Customer will not have a right of any type of deduction or setoff unless required by Relevant Laws. If any such set-off is required by Relevant Laws, the Customer shall, when making the payment to which the withholding or deduction relates, pay to Develotex such additional amount as will ensure that Develotex receives the same total amount that Develotex would have received if no such withholding or deduction had been required.
(d) No Waiver. No omission or delay by Develotex in invoicing any sums and/or deducting them from a Credit Balance shall prohibit Develotex from raising an invoice and/or deducting them from a Credit Balance at a later date nor shall it relieve the Customer of the Customer’s liability to pay.
(e) Credit Limit. The Customer’s Credit Limit when post-paying shall be as notified by Develotex to the Customer from time to time. If Develotex determines that the Accrued Liability exceeds the Credit Limit, the Customer shall pay, within twenty-four (24) hours of notice from Develotex, such amount as Develotex determines is necessary to (i) reduce the Accrued Liability to the same or less than the Credit Limit and, (ii) ensure the Credit Limit shall not be exceeded prior to the next invoice due date. The Customer consents to and shall procure that the Customer’s owners, directors, officers and assigns consent to, Develotex carrying out searches with credit reference agencies relating to the Customer’s creditworthiness and financial status.
(f) Fee Changes. Unless expressly stated otherwise in the Service Order, Develotex reserve the right to change the pricing used to calculate the Fees at any time (with notice).
(g) Fees and Taxes are non-refundable. Fees exclude, and the Customer will pay, all Taxes, but neither Party will pay income taxes of the other Party. For any invoice the Customer fails to pay by its due date, Develotex may charge the Customer a late penalty on the amount overdue each day it is overdue until it is paid whether before or after judgment, equal to an interest rate of eight percent (8%) over the then-current rate of 1 year LIBOR. The Fees payable shall be calculated by reference to data recorded or logged by Develotex and not by reference to any data recorded or logged by the Customer. Any invoices issued by Develotex shall, save in the case of manifest error, be final, conclusive and binding on the Customer. The Customer may dispute an invoice in good faith, but must do so within the period specified for payment of invoices in the applicable Service Order or within thirty (30) days from the date of invoice, whichever is longer, otherwise the Customer will be deemed to have irrevocably waived all rights and claims concerning such invoice. However, a dispute of an invoice does not waive the Customer’s obligation to pay the undisputed part of such invoice in accordance with this Service Agreement. Develotex may setoff amounts owed by the Customer under the Service Agreement or any other agreement the Customer has with Develotex or any of its Affiliates. Each Party shall bear the costs imposed by their own bank when making and receiving payments under the Service Agreement. Develotex will charge a three (3%) percent fee for any credit card payments.