Last updated on 02 February 2022
1. Subject of the Agreement
1.1. The Contractor shall organize, in accordance with the terms and conditions of this Agreement and provide receipt of short message service (SMS), but the Customer, upon using the service, shall send to subscribers of mobile communication operators and users (hereinafter – User) information in the form of short mobile messages (SMS) (hereinafter referred to as – the Service).
1.2. There shall be the following types of the Service:
1.2.1. Commercial notice that is provided for direct or indirect advertising of goods or services, or also such advertising of a merchant, organisation or personal image that performs business activity, commercial activity or regulated professional activity;
1.2.2. other kind of information for Users (for example, information specially prepared and addressed to a particular person).
1.3. The Contractor shall provide to the Customer the Service, which includes transmission of information data by using telecommunication and information technology of the Contractor as well as information technology of the Customer.
1.4. The Service provided by the Contractor shall include data transmission of the Customer’s information to the Users. The Service shall be accounted in separate Units (hereinafter referred to as – the Unit).
1.5. Price for the Short message service (SMS) shall be calculated for each unit separately. One Unit shall include sending of one short mobile message (SMS) to one User specified by the Customer, containing:
1.5.1 not more than 160 (one hundred and sixty) symbols in English and shall be sent by the coding=0 (in the API request) and UTF-8 format;
1.5.2 not more than 70 (seventy) symbols diacritical signs (softening and length marks, Cyrillic letters). If such short mobile message (SMS) will contain more than 70 symbols, it shall be divided by 67 (sixty seven) symbols per one unit. Such a short mobile message (SMS) shall be sent by coding=2 (in the API request) and UTF-16BE format, otherwise the short mobile message (SMS) may be sent incorrectly or not sent.
1.6. Units shall be accounted and stored on the informative resources and information technologies of the Contractor for at least 90 (ninety) days.
1.7. The moment, when the Contractor has transmitted the information data or short mobile message (SMS) received from the Customer to the User specified by the Customer, shall be considered as the fact of provision of the Service.
2. Rights and Obligations of the Parties
2.1. Rights and obligations of the Contractor:
2.1.1. The Contractor shall undertake to provide to the Customer the provision of the Service set forth in this Agreement 24 (twenty four) hours per day-and-night during the whole period of validity of the Agreement, except cases when force majeure circumstances have occurred and other cases provided for in this Agreement.
2.1.2. In case of discontinuation or interruption in the provision of the Service the Contractor shall undertake to commence the restoration works thereof within 2 (two) hours from the moment of receipt of information on discontinuation or interruption in the provision of the Service and shall undertake to eliminate the arising damages within no longer than 8 (eight) hours from the moment of receipt of information on discontinuation or interruption.
2.1.3. The Contractor shall undertake to collect and save on the informative resources of the Contractor the information data received from the Customer and to provide access for the Customer to them for at least 90 (ninety) days from receipt thereof.
2.1.4. The Contractor shall undertake not to use and not to disclose any kind of information it was received from the Customer in relation to provision of the Service.
2.1.5. The Contractor shall undertake to inform the Customer in a timely manner regarding any changes in relation to the Service, in accordance with the terms and conditions of this Agreement.
2.1.6. The Contractor shall undertake to provide to the Customer consultative support in relation to provision of the Service and technical support free of charge.
2.1.7. The Contractor shall not be responsible for content of the information data that are being transmitted within the framework of the provision of the Service through short message service (SMS), as well as for appearance of information included in the short messages (SMS) at the disposal of third persons, if it has happened due to reasons not depending from the Contractor.
2.1.8. The Contractor shall undertake to do everything possible in order the information data, received from the Customer, would not appear at the disposal of third persons.
2.2. Rights and Obligations of the Customer
2.2.1. The Customer shall use the Service only pursuant to the request of the User (namely, after activity of the User with a purpose to request the Service – registration on the Website, written submission etc.), regarding carrying out of which the Content supplier can provide evidence to the Contractor and shall ensure to the User the possibility of connection or disconnection of the use of the relevant Service.
2.2.2. The Customer shall undertake not to use the Service for performance of unlawful activities or promotion thereof by distributing information, to comply with the provisions set forth in regulatory enactments, general moral norms and principles of the business ethics.
2.2.3. Upon sending Commercial notifications, the Customer shall provide a possibility for Users to refuse from further receipt of such Notifications. In such a case the Customer shall specify in the Notification the contact information, where additional information can be obtained regarding the particular Commercial notice and the possibilities to refuse from it. The Customer shall comply with the requirements of regulatory enactments for sending of Commercial notices, including, but not limited to, Law On Information Society Services and Advertising Law.
2.2.4. The Customer shall not use the Service for sending of the Service type – Commercial notices to the Users of other operator in the mobile electronic network abroad.
2.2.5. During the provision of Services the Customer shall constantly ensure compliance with the Law On Information Society Services, Advertising Law and regulatory enactments related to protection of personal data, consumers rights, intellectual property rights and copyright protection as well as other regulatory enactments in relation to provision of Services.
2.2.6. The Customer shall undertake to obey the technical guidelines and instructions for use of the Service provided by the Contractor.
2.2.7. The Customer shall be entitled to submit to the Contractor complaints in relation to receipt and quality of the Service within a time period of 20 (twenty) working days from the day, when the Customer has established a fact, regarding which the complaint was raised. After expiry of the above mentioned deadline the Contractor shall be entitled not to accept and not to review the submitted complaints of the Customer.
2.2.8. In case of mutual interest the Parties of this Agreement may cooperate in the area of advertising of the Service by coordinating certain activities between each other in writing.
3. Service Price and Payment Procedure
3.1. Service price for the Customer for one Service unit is specified in Annex No.1 to this Agreement. The Service price shall not include VAT.
3.2. A fee for installation and subscription of the Service is specified in Annex No.1 to this Agreement. A fee for installation and subscription of the Service shall not include VAT.
3.3. The Customer pays for the Service on a prepaid basis.
3.4. The Contractor shall send to the Customer an invoice regarding the Service provided in the previous month once per each calendar month until the 20th date of each calendar month, including the number of Units of the Service provided to the Customer.
3.5. The Contractor shall send invoices to the Customer for the provided Service to the e-mail address of the Customer.
3.6. The Contractor shall have the right to unilaterally change costs of the Service. The Contractor shall notify the Customer on changes in the price of the Service not later than 7 (seven) days before new prices of the Service will come into force. Information shall be sent to the Customer in the written form. It shall be possible to align changes in the Service price within 3 (three) days before the day of new Service prices coming into force, upon mutual agreement between the Customer and the Contractor. If the Customer has failed to notify on the termination of the Agreement in writing and/or has actually not terminated the use of Services until the day of changes in tariffs coming into force, it shall be deemed that the Customer has accepted the new tariffs.
4.1. The Parties shall undertake to protect, not to distribute and, without a prior mutual written agreement, not to disclose to third persons in full or in a part the content of this Agreement, the content of documents related to fulfilment thereof, information that is acquired during the course of fulfilment of the terms and conditions of the Agreement, as well as any technical, commercial and other information on the other Party and activities thereof, being at the disposal of the Parties, except for cases provided for by regulatory enactments.
4.2. The Parties shall undertake to ensure non-disclosure of the above mentioned information from the part of their employees.
4.3. The confidentiality rules shall not have any time limitations and are not subject to the validity period of this Agreement.
4.4. Considering that Contractor, being personal data operator, has access to the Customer’s, being data controller, private data stored in the telecommunications equipment used during the provision of services, as well as referring to the cl. 14 of Data Protection Directive and as of May 25, 2018, by complying with General Data Protection Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Parties agree to the following terms and conditions:
4.4.1. Contractor is bound to store the accessible Customer data in the equipment only for the purpose of the service provision and to the extent specified in the Agreement, as well as according to written instruction provided by the Customer, and only in case if they do not contradict with the applicable legislation.
4.4.2. Contractor has no right to disclose or share Customer’s personal data, stored in the telecommunications equipment used during the provision of services, with the third parties.
4.4.3. Contractor can disclose private data relevant to the Agreement provided that the access to said data is granted only to the employees, management, consultants and technical staff that have to carry out their tasks in order to ensure the execution of the Agreement and who are bound to comply with confidentiality provisions set forth either by law or by agreement, and that remain in affect after the termination of employment contract or other employment agreement.
4.4.4. Parties agree to comply with the provisions specified in this Annex on behalf of their employees, management, consultants or third parties that have acquired private data.
4.4.5. Parties are bound to ensure safety measures for the data disclosed during the execution of the Agreement to the same extent as it is done with private data processed by each Party according to the legislation.
4.4.6. In case if Contractor decides to transfer partially the execution of the Agreement to the third parties and conclude written agreement that specifies the same duties as the ones that are to be carried out by Contractor within this Agreement, Contractor shall receive written consent on the Customer’s part and shall send the copy of the agreement with the third party to the Customer.
4.4.7. Contractor is bound to inform the Customer immediately of any unauthorized access to the Client’s private data, stored in the electronic equipment, that is relevant to the Agreement.
5. Responsibility of the Parties
5.1. If the Customer fails to comply with the requirements laid down in Paragraph 2.2.1, 2.2.2, 2.2.3, 2.2.4 and 2.2.5 of this Agreement and/or provides a services not being in compliance with this Agreement, the Contractor shall be entitled to calculate to the Customer a contractual penalty in the amount of EUR 1500.00 (one thousand five hundred and 00 cents) for each established violation, in accordance with the procedure set forth in Paragraph 5.2 of this Agreement.
5.2. The Contractor shall prepare and submit to the Customer a request to provide explanations within 5 (five) days after receipt of the request regarding the violations referred to in Paragraph 5.1 of this Agreement. In case of failure to submit explanations within the time period set in the request or the Contractor does not consider the submitted explanations as justifying for the violation of terms and conditions of the Agreement, the Contractor shall be entitled to claim for a contractual penalty to be paid in the amount set forth in Paragraph 5.1 of this Agreement and in accordance with the procedure provided for in Paragraph 5.3 of the Agreement.
5.3. A relevant invoice shall be issued regarding withdrawal of the contractual penalty, specifying the amount and grounds for the contractual penalty. Payment of invoices shall be made within the deadlines specified in invoices.
5.4. The Parties shall be financial responsibility for complete and proper fulfilment of their liabilities, adherence to regulatory enactments being in force and, in case of causing losses, shall compensate them in full amount. Each of the Parties of this Agreement shall be responsible only for direct losses caused to the other Party of the Agreement (except for the case provided for in Paragraph 5.1 and 5.5 of this Agreement).
5.5. The Contractor shall not be responsible for unlawful activities of the Customer and losses, caused by it to third persons upon using the Service provided by the Contractor.
5.6. The Contractor shall be entitled to terminate provision of the Service to the Customer temporary or completely, to delete the Units of the Customer in part or completely in the case if the Contractor has grounds to consider that the content of the Unit fails to correspond with regulatory enactments. In case of measures performed in accordance with this Paragraph, the Contractor shall:
– inform the Customer via phone immediately or;
– provide substantiation in writing within 1 (one) working day and submit grounds for its activity to the Customer.
5.7. Payment of the contractual penalty shall not exempt the Parties from fulfilment of liabilities agreed in this Agreement and compensation for losses.
6. Force Majeure
6.1. The Parties shall not be responsible for non-fulfilment or improper fulfilment of contractual liabilities, if such non-fulfilment or improper fulfilment has occurred as a result of force majeure. Force majeure shall mean for the Parties fire, flood, lightning, natural disasters, military aggression, strikes, amendments to the regulatory enactments, decisions made by public authorities and other types of expression of force majeure, making it difficult to fulfil this Agreement, and which have not occurred as direct or indirect consequences of the activity or inactivity of the Parties, which the Parties have not predicted and could not predict, when entering into this Agreement.
6.2. In case of occurrence of force majeure circumstances, any of the Parties of this Agreement shall have an obligation to promptly verbally inform the responsible employee or authorised person of the other Party as well as to submit a written notification to the other Party or authorised person thereof not later than within 5 (five) working days after establishment of the above mentioned reasons. The notification shall describe the circumstances as well as assessment of impact thereof with regards to fulfilment of its duties in accordance with this Agreement and performance term. The notification shall include the term, when it will be possible to continue the fulfilment of obligations provided in this Agreement.
6.3. If the circumstances referred to in Paragraph 6.1 of this Agreement shall continue for longer than 3 (three) months, any of the Parties shall be entitled to unilaterally terminate this Agreement by notifying the other Party of this Agreement about that.
7. Validity and Termination of the Agreement
7.1. This Agreement shall come into force as of the day of Customer account registration thereof and shall be concluded for an indefinite period of time.
7.2. The Contractor shall be entitled to terminate this Agreement without delay, if the Customer performs activities that interfere or may interfere the operation of mobile operators telecommunication network or harm or may harm in the future the image or commercial activity of the Contractor.
7.3. The Customer shall be entitled to terminate this Agreement without delay, if the Contractor provides the Service in bad quality and the Customer has submitted to the Contractor a written complaint on that, but the Contractor has failed to eliminated the established shortage within 3 working days.
7.4. This Agreement may be terminated from the part of the Customer without delay, if the Contractor has provided bad quality service repeatedly within a time period of one month and it is recorded in written complaints of the Customer.
7.5. Each of the Parties shall be entitled to unilaterally terminate this Agreement by notifying the other Party on that at least 2 (two) months in advance.
7.6. Expiry of the validity period of the Agreement shall not exempt the Parties from the relevant fulfilment of liabilities with regards to provision of information, confidentiality and proper termination of other cooperation liabilities of the Parties provided in this Agreement. Upon expiry of the validity period of this Agreement, the access to the relevant equipment and software of the other Party of the Agreement shall be terminated.
8. Procedure for Settlement of Disputes
8.1. Disputes regarding the issues of technical nature with regards to this Agreement and having an impact to fulfilment of agreed liabilities shall be settled by attracting relevant expert(s). Delivery of information necessary for preparation of the opinion of the expert examination to the expert(s) shall not be considered as violation of Paragraph 4 of this Agreement.
8.2. The Parties shall deliver all disputes and disagreements that the Parties fail to settle by negotiations for examination to the court, in accordance with the effective legislation.
9. Technical Support
9.1. Helpdesk e-mail address: email@example.com
10. Other Provisions
10.1. If any of the Paragraphs of this Agreement is recognized as void or not being in compliance with regulatory enactments of Estonia due to unexpected reasons, it shall not affect fulfilment of other liabilities provided for in this Agreement that shall not be violated due to such changes.
10.2. Neither of the Parties of this Agreement shall be entitled to deliver liabilities set forth in this Agreement to any third person without a written consent of the other Party.
10.3. The terms and conditions of this Agreement shall be binding to the Parties of this Agreement shall transfer in full to legal successors of the Parties.
10.4. All amendments, supplementations and annexes to this Agreement shall be drawn up in writing and shall come into force as well as shall become an integral parts of this Agreement as of the day, when both Parties of this Agreement have signed them.
10.5. The Parties shall inform each other on changes in details significant for fulfilment of this Agreement as well as changes in the authority to sign of officials within a time period of 10 (ten) days. If any of the Parties fails to inform the other Party on the change of their details within the time period set in this Agreement, it shall undertake liability for all losses that may arise to the other Party of this Agreement in this relation.