1. INTRODUCTION

1.1. These terms and conditions of Service (“Agreement”) govern the legal relationship between White Label SMS Platform and its Users [and incorporate the provisions of the policies] and contain provisions that disclaim, limit and exclude the liability of White Label SMS Platform to you and that indemnify White Label SMS Platform against claims and damages that it may suffer as a result of your conduct. For the avoidance of doubt, White Label SMS Platform is the service name of the SMS solution provided by M2M Data Connect Limited.
1.2. Please read these terms and conditions carefully.

2. INTERPRETATION

2.1. The following provisions shall affect the Interpretation of this Agreement:

2.1.1. Words denoting the singular number only shall include the plural and vice versa, words importing persons include bodies corporate and non-corporate and any reference to a gender includes the other gender.

2.1.2. The clause headings are for convenience only and shall not be taken into account in its construction or interpretation.

2.1.3. Words and expressions defined in any other part of these terms and conditions shall, for that part, bear the meaning assigned to such words and expressions in that part.

2.1.4. To the extent that any provision of this Agreement conflicts with any law, then to the limited extent of such conflict, such provision shall be severed from this Agreement without affecting the enforceability of the remainder of its terms.

2.1.1. Words denoting the singular number only shall include the plural and vice versa, words importing persons include bodies corporate and non-corporate and any reference to a gender includes the other gender.

2.1.2. The clause headings are for convenience only and shall not be taken into account in its construction or interpretation.

2.1.3. Words and expressions defined in any other part of these terms and conditions shall, for that part, bear the meaning assigned to such words and expressions in that part.

2.1.4. To the extent that any provision of this Agreement conflicts with any law, then to the limited extent of such conflict, such provision shall be severed from this Agreement without affecting the enforceability of the remainder of its terms.

• ‘SMS’ means a short message service provided using a text or data message to the cellular handset either on request of the handset User or via a pre-configured batch process.
• ‘User’ shall mean any natural or legal person who makes use of any of the Services or who uses or visits the Website.
• ‘User Regulations’ means all Applicable Laws and all and any acts, statutes, law, by-law, rules, codes and regulations whether currently in force or otherwise which apply to the User and/or the User’s area of business.
• ‘Website’ shall mean all websites published by White Label SMS Platform and shall include any page or part thereof.

3. FORMATION OF CONTRACT

3.1. The parties acknowledge that no representations, warranties or statements made before concluding this Agreement forms any part of the Agreement, nor has induced the other party.

3.2. Any error, omission or typographical error in any quotation, offer, sales information, invoice, or document supplied by White Label SMS Platform (before the formation of, and exclusive of the information contained in, this Agreement) shall be subject to correction without liability.

3.3. Persons using the Website or the Services for any reason whatsoever bind themselves and agree to the terms and conditions of this Agreement.

3.4. Should a User not agree to the terms and conditions of this Agreement or be unable to comply with the terms and conditions of this Agreement, the User should immediately cease using the Website and/or terminate the registration process.

3.5. You may not use the Website or the Services if you are under eighteen (18) to form a binding contract with White Label SMS Platform.

3.6. Users agree that this Agreement shall be binding on the User and that should there be a contradiction between any terms and conditions herein and any other product-specific or service-specific terms and conditions, the product-specific or service-specific terms and conditions shall prevail to the limited extent of such conflict.

3.7. White Label SMS Platform reserves the right to refuse to accept and/or execute an order or request to do business or to render any Services without giving any reasons therefor. White Label SMS Platform also reserves the right to cancel orders in whole or in part at White Label SMS Platform’s sole and absolute discretion.

4. RESPONSIBILITIES AND OBLIGATIONS

White Label SMS Platform

4.1. White Label SMS Platform shall provide the User with the Services, but White Label SMS Platform is not obliged to supply any additional services requested by the User.

4.2. White Label SMS Platform expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any criteria or information set out in this Agreement or any information, including pricing information on the Website without prior notice.

4.3. Users undertake to check the Website frequently and to acquaint themselves with the changes and/or amendments in the information supplied on the Website including this Agreement in respect of the prices and nature of any Services, before the conclusion of each new credit purchase or service order in respect of the Services governed by this Agreement.

4.4. White Label SMS Platform may occasionally:

4.4.1. change the technical specifications of the Services provided that any change does not materially affect the performance of the Services; or

4.4.2. suspend the Services for operational reasons, Carrier issues or because of an emergency.

4.5. The User acknowledges that White Label SMS Platform’s provision of the Services is reliant upon third parties and White Label SMS Platform shall not be responsible for any failure in the Services caused by a third party’s actions or omissions.

4.6. White Label SMS Platform shall ensure that it complies with Applicable Laws in its provision of the Services.

User

4.7. User warrants that:

4.7.1. it has all necessary approvals, permissions or authorisations for the Services. The User shall be responsible for the content, quality and delivery of the Services and for ensuring that these fully comply with the User Regulations. White Label SMS Platform may recover from the User all fines, claims or administrative expenses resulting from or charged by any regulatory body, or resulting from a breach of the User Regulations;

4.7.2. where a breach or suspected breach of the User Regulations has occurred then the User shall provide White Label SMS Platform, upon written request, with information or material regarding the service offered to End Users to assist with its investigations. This information shall be provided within 5 working days of a request for the same;

4.7.3. recipients of any commercial messages have a recent prior commercial relationship with the User and would reasonably expect to receive marketing communications from the originator and/or recipients have either requested the receipt of messages from the User or consented thereto;

4.7.4. it shall comply with all applicable laws, regulations, Network Operator requirements or applicable codes of conduct which may be applicable;

4.7.5. it shall include its own contact details and identifying particulars in its messages to ensure that complaints are directed to it and not to the Network Operator;

4.7.6. it shall ensure that Services are not used by it for any illegal purpose, or for the transmission or offering of any information or services which are unsolicited, libellous, unlawful, abusive, threatening, harmful, defamatory, or in any way infringe the laws governing, but not exhaustively covering, copyright, intellectual property rights, trademarks, illegal pornography, or any other material that is slanderous or may cause offence in any way;

4.7.7. it shall not engage in any fraudulent act using or in connection with any of the Services nor connection with payment therefor;

4.7.8. it shall cooperate with White Label SMS Platform concerning any complaints, enquiries or investigations regarding the Services. The User shall, without limitation bear in full any costs of whatsoever nature incurred by White Label SMS Platform and associated with such complaints, enquiries or investigations, including, inter alia, any legal costs or fines levied by any regulator, trading standards authority, or Court with relevant jurisdiction, against White Label SMS Platform as a result of a breach of any User Regulations, being adjudicated against White Label SMS Platform, where such breach is the result, in whole or in part, of the failure of the User to abide by the User Regulations;

4.7.9. it shall not use White Label SMS Platform’s name, trademarks, or copyrights in any way that implies any approval or connection with the services or products offered by the User;

4.7.10. it shall not under any circumstances use the facilities provided by White Label SMS Platform to harass or make unsolicited calls, or send unsolicited text messages to an End User;

4.7.11. it shall ensure the End User will provide all necessary consents to ensure compliance with any relevant User Regulations about the Services;

4.7.12. it shall ensure the End Users have the ability to opt out of receiving any further calls, should they wish; and

4.7.13. it shall not disclose any information to any third party that would allow that party to access or use the Services in any way.

4.8. User acknowledges and understands that White Label SMS Platform facilitates the provision of information and content and that full responsibility for content shall rest on the User and that White Label SMS Platform shall not be responsible or liable for any content transmitted by the User. User shall observe all relevant legislation and regulations applicable. It shall be the sole responsibility of User to familiarise itself with all applicable laws, regulations and codes of conduct to which it may be subject and to ensure compliance therewith.

4.9. User shall furthermore ensure that all messages, advertising, information and content produced or generated by a User for transmission or delivery using the Services shall comply with all laws and any relevant legal and regulatory requirements to which White Label SMS Platform is bound in all territories where messages are sent by, or received from, the User, including but not limited to the following laws and codes of conduct in the specific territories listed below:

4.9.1. European Union: Directive 2002/58/EC, Directive 2000/31/EC, Directive 95/46/EC, Directive 93/13/EC, all national member state laws promulgated in terms thereof as well as the Mobile Marketing Association Code of Conduct available at www.ultraSMScript.com;

4.9.2. United States: the Data Protection Legislation, available at www.ico.gov.uk, the Privacy and Electronic Communications Regulations, 26 May 2011 available at www.ico.gov.uk as well as the Mobile Marketing Association Code of Conduct available at www.ultraSMScript.com.

4.10. User shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by White Label SMS Platform or by the User of any requirement or provision of any applicable legislation, regulations, code of conduct or network usage policies, failing which White Label SMS Platform shall be entitled to immediately suspend or terminate the provision of Services to the User and the User shall have no claim of any nature against White Label SMS Platform (including claims for re-imbursement, refund, compensation or damages). User hereby indemnifies White Label SMS Platform against any fine imposed on White Label SMS Platform or any damages suffered by White Label SMS Platform as a result of any act or omission of a User that amounts to a breach of any law or code of conduct to which White Label SMS Platform may be subject. Upon notification of any such fine or damages, User agrees to immediately pay the amount of such fine or damages to White Label SMS Platform. Any amount not paid to White Label SMS Platform within 24 hours of notification thereof shall accrue interest at the rate of [5% above the Base rate of the Bank of England] per annum.

4.11. User may not use, or knowingly allow others to use, the Services for any purpose that may bring White Label SMS Platform’s name into disrepute, or for any purpose that, in White Label SMS Platform’s sole and absolute discretion, is improper, immoral or undesirable.

4.12. User shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the legitimate activities, interests or goodwill of White Label SMS Platform nor any Network Operator.

4.13. User may not use the Services to send messages without reasonable cause nor for the purpose of causing annoyance, inconvenience or distress to any person.

4.14. In the event of any transgression of any applicable law, regulation, code of conduct, or any provision of these terms and conditions, or the event of any complaint being received by White Label SMS Platform about a User, then the User hereby acknowledges and agrees that White Label SMS Platform may at its sole discretion remove message recipient contact numbers from the database of a User and/or suspend or terminate Services to a User without prejudice to any other rights that it may have in law or under this Agreement.

4.15. User acknowledges and agrees that all messages sent may be stored and can be audited and reviewed by White Label SMS Platform or any other person acting on behalf of White Label SMS Platform at any time to ensure compliance with these terms and conditions and any applicable law, regulations or code of conduct.

5. CHARGES

5.1. The User shall pay White Label SMS Platform for any Services in accordance with Annex 1

6. INTELLECTUAL PROPERTY RIGHTS

6.1. All Intellectual Property Rights in the Service shall remain vested in White Label SMS Platform.

6.2. White Label SMS Platform shall grant a User an individual, personal (without the right to sublicense), non-exclusive and non-transferable license (“the License”) to use its proprietary software and/or application service, in object code form only, and only in accordance with the applicable User documentation, if any, and only in conjunction with the relevant Services. The User may not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/application; copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels about White Label SMS Platform products and/or services. The User acknowledges that White Label SMS Platform and its licensors retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights therein. Upon termination of the Services for any reason, this License will terminate and the User shall destroy and cease to use all software and applications in its possession. The software is provided and applications are offered “as is” and subject to the Service warranty disclaimers and limitations of liability found elsewhere in these terms and conditions. It is the responsibility of the User to test the Services should it wishes before entering into this agreement.

6.3. Content from the Website may not be used or exploited by User for any commercial and non-private purposes without the prior written consent of White Label SMS Platform.

7. TECHNICAL SUPPORT

7.1. White Label SMS Platform shall provide the User with technical support, which White Label SMS Platform in its sole discretion shall consider necessary and appropriate. This will be done on a strictly reasonable endeavours basis, and is not legally enforceable as part of this contract.

7.2. If the User becomes aware of any faults with the Services, it shall notify White Label SMS Platform as soon as is practically possible.

7.3. In the event of a fault being reported, White Label SMS Platform shall keep a log of faults. Progress and estimated time to fix shall be made available via the service status panel on White Label SMS Platform’s web site at www.TextHealthcare.co.uk. This will be updated as often as is deemed necessary or as details change.

7.4. White Label SMS Platform reserves the right to charge on an hourly basis for any works undertaken at the User’s request which is not associated with rectifying a technical fault, or where a technical fault is caused by the User or where the User has requested modifications to the Services.

8. CONFIDENTIALITY

8.1. Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose the Confidential Information gained in connection with this Agreement, nor the terms and payments due, but each of the parties may disclose to its officers and employees such information as may be required for it to fulfil its proper performance of its duties, and may be used in the proper exercise of its rights and obligations under this Agreement.

8.2. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:

8.2.1. where such information was already known before this Agreement, and it is acknowledged in writing by both parties this knowledge was known before this Agreement;

8.2.2. where such information was already in the public domain. save as a result of a breach of this Clause 8.;

8.2.3. where a third party, who did obtain the same from the disclosing party, disclosed such information to it lawfully; or

8.2.4. where the Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.

8.3. White Label SMS Platform shall have the unconditional and irrevocable right to disclose the identity and address of the User in the event of any complaint received from any regulatory or governmental body, or Carrier, in connection with Services.

9. PRIVACY

9.1. White Label SMS Platform will not intercept, monitor, copy or disclose any User messages or personal information about the User or the User’s White Label SMS Platform account, phonebook or MSISDN’s, other than in the normal course of the use of the Services, without the User’s prior permission unless White Label SMS Platform believes in good faith that such action is necessary to conform to legal requirements, to co-operate or comply with legal process, investigations, summonses, subpoenas and the like, to protect and defend the rights, property or legally protectable interest of White Label SMS Platform, the User or other third party, to enforce any of the provisions of these terms and conditions or to protect White Label SMS Platform’s business or reputation. The User agrees that White Label SMS Platform may access its account and message contents for the purposes described above without notice and to respond to service or technical issues and that White Label SMS Platform may communicate with the User from time to time for purposes including, but not limited to, communicating information regarding any updates, upgrades, notices, or other information.

9.2. A recipient of a message has the right to know the identity of the sender, and this will be disclosed on request to the recipient.

9.3. User agrees that White Label SMS Platform may make use of website visitor and non-identifiable account usage data for statistical and analytical purposes. In providing its services, White Label SMS Platform has implemented Analytics services for its audience reporting and remarketing features. When making use of these services, White Label SMS Platform does not process or share any data that allows any third party to identify any individual persons. In accepting these terms services, a user agrees that White Label SMS Platform may use and share de-personalised data for the analytics purposes set out above.

9.4. User agrees that it shall not violate any privacy laws, regulations or applicable codes of conduct relating to the protection of personal information of End Users including but not limited to names, addresses, email addresses, landline and mobile telephone numbers and shall not disclose the personal information of end users to any third party save without the express consent of the End User or where specifically required or permitted by law to do so.

9.5. Where the personal data of any EU member state subject is transferred to White Label SMS Platform in a non-EU member state for processing, White Label SMS Platform undertakes to ensure technical and organizational security measures that provide a level of protection appropriate to the risks represented by the processing of such data and to protect such data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access or any other unlawful form of processing. For further information on White Label SMS Platform’s Privacy Policy please click here.

10. BREACH

10.1. Where a User breaches any terms and conditions of this Agreement, including terms relating to payment of any amount due to White Label SMS Platform then, without prejudice to any of its legal rights, White Label SMS Platform shall be entitled to, amongst other things, to cancel its agreement with the User, to suspend or terminate the provision of services to the User, to suspend, disable or terminate the User’s account/s, to sue for specific performance by the User, to claim damages and/or to retain any monies already paid by the User in respect of services not utilised by it as damages resulting from such breach and to set off any claims that White Label SMS Platform may have against the User from any other amounts due to the User by White Label SMS Platform.

10.2. Where a User account is suspended or terminated due to any breach of these terms and conditions, White Label SMS Platform reserves the right to also suspend or terminate all other accounts registered by, or on behalf of such User, as well as suspend or terminate any account registered by any other person or persons whom White Label SMS Platform, in its sole and unfettered discretion, believes is affiliated with the User concerned.

11. LIMITATION OF LIABILITY

11.1. The User accepts that White Label SMS Platform is in part reliant on the third party Carriers and the User shall not hold White Label SMS Platform liable in any way whatsoever for White Label SMS Platform’s inability to provide service as a result of faults which are the responsibility of the Carrier.

11.2. The User shall be responsible at all times for maintaining the security of its and its End Users’ data, and White Label SMS Platform shall bear no liability for the loss or damage in part or whole, of such data, to the extent that such loss or damage has been caused or contributed to by the User.

11.3. White Label SMS Platform shall not be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use the website or the Services or any content provided from and through the Website.

11.4. Furthermore, White Label SMS Platform makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from the website are free from errors or omissions or that the Services will be 100% uninterrupted and error free.

11.5. The Website and the Services are supplied on an “as is” basis and are not supplied to meet the User’s requirements. To the fullest extent permitted by law, White Label SMS Platform disclaims all representations and warranties relating to the Services (whether express, implied and statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose). It is the sole responsibility of the User to satisfy itself before entering into this Agreement with White Label SMS Platform that the Services and the Website will meet the User’s requirements and be compatible with the User’s hardware and/or software and message recipient handsets and devices.

11.6. In the event of any litigation between White Label SMS Platform and the User, the successful party shall be entitled to recover its reasonable legal costs.

11.7. Without derogating from the foregoing, in no event shall White Label SMS Platform be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use or unauthorised use of the Website or the Services, whether such damages arise in contract, tort, under statute, in equity, at law or otherwise.

11.8. Subject to clause [11.11], White Label SMS Platform shall not be liable to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

11.8.1. loss of profits;
11.8.2. loss of sales or business;
11.8.3. loss of agreements or contracts;
11.8.4. loss of anticipated savings;
11.8.5. loss of damage to goodwill;
11.8.6. loss of use or corruption of software, data or information;
11.8.7. any indirect or consequential loss.

11.9. Except as otherwise stated the User’s sole remedy for any breach of this agreement, shall at White Label SMS Platform’s sole discretion be:
11.9.1. correction in a reasonable timescale of any fault; or
11.9.2. replacement of service supplied.

11.10. White Label SMS Platform’s maximum aggregate liability to the User, notwithstanding the foregoing provisions and without derogating therefrom or limiting their application in any way howsoever arising from or in connection with the performance or non-performance of the Services in any contract year (whether for breach of contract, breach of statutory duty, tort or otherwise and including under any indemnity) shall not exceed the greater of:

11.10.1. one thousand pounds (£1,000); and
11.10.2. an amount equal to the amount paid for the Services in the twelve months prior to any such claim arising.

11.11. Nothing in this Agreement limits or excludes White Label SMS Platform’s liability for:
11.11.1. death or personal injury caused by its negligence;
11.11.2. fraud or fraudulent misrepresentation; or
11.11.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

11.12. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

12. INDEMNIFICATION

12.1. The User hereby indemnifies and holds White Label SMS Platform harmless against any and all damages, liabilities, fines and risks that may follow from the transgression of any terms of this Agreement.

12.2. User agrees to hold White Label SMS Platform harmless and indemnify White Label SMS Platform fully against any claim by any third party, including message recipients or End Users, as a result of any system failure, message corruption, interruption or termination of services, unsolicited direct marketing, harassment, emotional disturbance, inappropriate or obscene content, breach of privacy or breach of data security, provided that none of the foregoing result from White Label SMS Platform’s own gross negligence or fraudulent acts or omissions.

12.3. User further indemnifies and holds White Label SMS Platform harmless against any reasonable claims, actions or damages from any party as a result of the fraudulent or unauthorised use of the User’s Username and password or loss thereof.

12.4. User indemnifies and holds White Label SMS Platform harmless against all reasonable damages, awards, penalties or legal costs claimed or imposed by any party as a result of any action, commission or omission by User that constitutes a breach or contravention of any legislation, regulations, code of conduct or network provider codes or practice or acceptable usage policies.

12.5. User agrees to indemnify White Label SMS Platform and its parent, subsidiaries, affiliates, officers and employees from any claim or demand, including any made by a third party, arising out of: 12.5.1. the User’s use of the Service;

12.5.2. a breach by the User of the conditions of this Agreement; and
12.5.3. negligence or misconduct by User.

12.6. White Label SMS Platform shall indemnify User for direct physical injury or death caused by defects in the software or services supplied to User.

13. DATA PROTECTION

13.1. Concerning the parties’ rights and obligations, User acknowledges that in relation to any Client Data User is a controller and White Label SMS Platform is a processor.

13.2. The parties acknowledge their respective obligations under the Data Protection Legislation and shall give each other such assistance as is reasonable to enable each other to comply with such obligations, however, for the avoidance of doubt User agrees that where White Label SMS Platform has satisfied a contractual obligation under this Agreement, then such satisfaction of the contractual obligation is deemed to satisfy the same or similar requirement under the Data Protection Legislation.

13.2.1. User warrants, represents and undertakes to MWhite Label SMS Platform that it has lawful grounds for processing the Client Data.

13.3. The parties confirm that the details in schedule 1 are accurate and complete. Where White Label SMS Platform processes Client Data under or in connection with this Agreement, White Label SMS Platform shall:

13.3.1. save as required otherwise by law, only process such Client Data as is necessary to perform its obligations under this Agreement, and only in accordance with the User’s documented instructions;

13.3.2. put in place appropriate technical and organisational measures to meet its own obligations under the Data Protection Legislation and which the User agrees are appropriate measures;

13.3.3. ensure White Label SMS Platform staff who will have access to Client Data are subject to appropriate confidentiality obligations;

13.3.4. be entitled to engage sub-processors to process Client Data subject to White Label SMS Platform ensuring that equivalent requirements to those set out in this clause are imposed on any sub-processor(s), White Label SMS Platform remaining fully liable to the User for the performance of the sub-processor’s obligations and where applicable, providing to the User reasonable prior notice of any addition, removal or replacement of any such sub-processors;

13.3.5. have in place the appropriate technical and organisational security measures to protect the Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. The User confirms that it has reviewed those security measures and concluded that they are appropriate.

13.3.6. notify the User without undue delay after becoming aware of any personal data breach involving Client Data, taking into account the nature of processing and the information available to White Label SMS Platform. The User confirms that it has reviewed White Label SMS Platform’s breach notification policy, systems and guidance and concluded that they are suitable and adequate for the nature of the processing under this Agreement.

13.3.7. take appropriate technical and organisational measures, insofar as is possible, to assist the User in responding to requests for data subjects for access to or rectification, erasure or portability of Client Data or for restriction of processing or objections to processing of Client Data (but White Label SMS Platform will not itself respond to any such data subject request except on written instructions from the User). Furthermore White Label SMS Platform will, upon the request of the User, assist the User relating to the User’s security; impact assessment; data breach reporting requirements; and data protection or data privacy authority consultation obligations under the Data Protection Legislation taking into account the information available to White Label SMS Platform. White Label SMS Platform may charge the User its reasonable costs (or the rates otherwise agreed between the parties) for its time spent and expenses incurred in providing the User with co-operation and assistance as required by this clause.

13.3.8. will make available to the User such information as the User reasonably requests and White Label SMS Platform is reasonably able to provide, and, permit and contribute to such audits, including inspections, conducted by the User (or the User’s appointed auditors), as is necessary to demonstrate White Label SMS Platform’s compliance with the Data Protection Legislation. The User will give reasonable notice of any audit and will be fully liable for any associated costs (including those of White Label SMS Platform.)
upon expiry or termination of this Agreement, and/or if the Service Provider’s account has not been accessed in twelve months, at the Service Provider’s cost delete the Client Data to the Service Provider provided always that nothing in this clause shall oblige White Label SMS Platform to provide assistance which does not relate directly to the Services performed pursuant to this Agreement.

13.4. White Label SMS Platform shall inform the User in writing if, inWhite Label SMS Platform’s opinion, an instruction from the User infringes the Data Protection Legislation but only concerning a breach of General Data Protection Regulation ((EU 2016/679)) and/or other Union or Member State data protection provisions and not jurisdictions outside of these areas. However, the User acknowledges that: 13.4.1. any information White Label SMS Platformprovides is not legal advice or guidance in anyway whatsoever, and that White Label SMS Platform makes no warranty or representation regarding the information (express or implied); and

13.4.2. this clause shall not relieve the User of its obligation to ensure that all instructions to White Label SMS Platform comply with all applicable legislation, including all Data Protection Legislation; and

13.4.3. White Label SMS Platform may charge the User its reasonable costs (or the rates otherwise agreed between the parties) for its time spent and expenses incurred in providing the User with co-operation and assistance as required by this clause.

13.5. Notwithstanding anything to the contrary in this Agreement, if any of the following occur:
13.5.1. any changes/modifications to the Data Protection Legislation (including in connection with the withdrawal of the United States from the European Union and/or the EEA) including the requirement to amend, update, modify or replace any systems White Label SMS Platform use to process the Client Data;
13.5.2. any new, clarified or amended guidance or polices issued by a supervisory authority;
13.5.3. any direction or instruction issued by a supervisory authority (whether relating to User or White Label SMS Platform in respect of the Services (including any processing of the Client Data), then any increased effort or costs incurred by White Label SMS Platform in association with the aforementioned shall be additionally chargeable to the User.

13.6. The User shall indemnify and keep indemnified White Label SMS Platform against any liability, fines, claims, demands, expenses and costs (including legal fees) arising as a result of: any breach of Data Protection Legislation by the User, or White Label SMS Platform acting in accordance with any instruction, policy or procedure of the User.

14. GENERAL

14.1. This Agreement represents the entire understanding between the parties. No other prior arrangements, representations or understandings, orally or in writing have any validity.

14.2. This Agreement together with any other contractual documents expressly referenced in this Agreement contain all of the terms of agreement between the User and White Label SMS Platform.

14.3. Either party’s rights and powers under this Agreement are not affected if it fails to or chooses not to enforce any of them at any time. If any part of this Agreement is not enforceable it will not affect the remainder.

14.4. Neither party shall be deemed to be in breach of this Agreement for any failure in performance caused by events outside of its reasonable control, to include, but not limited to any act of God, inclement weather, shortage of power, flood, drought, lightning, fire, lock-out, trade dispute, labour disturbance, act or omission of Government highway authorities, or a Carrier or other authority, war, military operations, or riot.

14.5. English Law applies to this Agreement. Both parties hereby submit to the exclusive jurisdiction of the English Courts.

14.6. The User shall not be entitled to assign, transfer, mortgage, charge or subcontract or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of White Label SMS Platform (such consent to be granted at White Label SMS Platform’s sole discretion).

14.7. White Label SMS Platform shall be entitled to assign, transfer, mortgage, charge or subcontract or deal in any other manner with any or all of its rights and obligations under this Agreement.

14.8. If you have any questions, queries or wish to request permission to use any part of this Website, including, linking, framing, or searching, please contact us at the following address, which address shall be the address to which all formal correspondence should be sent.

Pricing

1. Users are required to purchase credits in advance, which are used when messages are sent. The number of credits used per individual message depends on the length of message, message destination, the messaging route used, and the relevant Network Operator charges. The number of credits used per message is subject to change from time to time without prior notice and shall be indicated on the Website. Unless expressly indicated to the contrary in writing, the cost of a credit is inclusive of White Label SMS Platform database hosting, User support and message handling costs.

2. White Label SMS Platform charges are located online at www.texthealthcare.co.uk Network Operators’ charges for use of their networks and SMS services may differ in respect of individual Network Operators and may be varied by Network Operators from time to time and without prior notice to White Label SMS Platform or its Users. As a result, White Label SMS Platform may vary its charges for SMS messages from time to time and without prior notice to Users. If a Network Operator introduces reciprocal charges, White Label SMS Platform retains the right to increase the number of credits needed per message, for that specific network.

3. Unless expressly indicated to the contrary, all advertised or displayed prices are advertised and displayed exclusive of value added tax.

4. Payment methods include debit/credit card or electronic transfer where authorised by White Label SMS Platform as may be disclosed on the Website from time to time and Users acknowledge and agree that White Label SMS Platform shall not be liable for any losses arising from the use of any third party payment gateways whatsoever.

5. Cooling-off periods: White Label SMS Platform shall comply with any cooling off periods prescribed by law subject to any reasonable cancellation fees that may be imposed.

6. Without prejudice to any other right that it may have in law, White Label SMS Platform shall have the right to suspend or disable the operation of any User account and the provision of services to any User where payment of all charges has not been made in full by the due date, or where White Label SMS Platform reasonably suspects that payment has been made or effected by fraudulent means.

7. If any sums due under this Agreement are not paid by the due date then the party to whom such sums are owed shall be entitled to charge interest at 3% over the base rate of Barclays Bank (or any other bank that the parties may agree from time to time) in force for the time being.