Promotional Offer – Terms And Conditions
Webklipper Technologies Private Limited, a company incorporated under the Companies Act, 1956, with Corporate Identification Number U72900MH2010PTC208940 and having its registered office at B-1602, Lotus Corporate Park, off Western Express Highway, Goregaon (East), Mumbai – 400063 (“Service Provider”) is engaged in the business of providing marketing solutions that aim at creating a more personalized user engagement for its clients with their customers.
Terms and Conditions
This Promotional Offer (“Promotional Offer”) is only applicable for you, only if you have received this terms and conditions (“T&C”) via email from Webklipper Technologies Private Limited and/or its subsidiaries (hereinafter referred to as the “Company”). The Company requests you (“Subscriber”) to carefully go through this T&C prior to availing of the Promotional Offer for accessing and using Company’s multi-channel Customer engagement tools that are offered by the Company via Company’s flagship product (more fully described in Annexure A and hereinafter referred to as “Dashboard”) and Company’s online services (more fully described in Annexure B and C) which are included in Subscriber’s Promotional Offer. By availing this Promotional Offer, Subscriber acknowledges and irrevocably accepts to comply with this T&C
As a part of the Promotional Offer, the Subscriber may avail the Services without any fee for the duration of the Term (as defined below). In the event the Subscriber is interested to continue with availing the Services or any part thereof after the expiry of the Term, the Subscriber must intimate (in writing) the Company about such extension, within 7 days from the expiry of the Term. This T&C shall govern the Company’s relationship with the Subscriber in relation to the usage of the Promotional Offer. This T&C shall supersede all previous oral, written T&C and conditions (if any) communicated to the Subscriber and shall act as the governing document with respect to the Promotional Offer.
In this T&C, (i) unless a contrary intention appears, or the context otherwise requires or admits, capitalized T&C defined by inclusion in quotations and/or parenthesis shall have the meanings ascribed to them herein; and (ii) the following T&C shall have the meanings assigned to them herein below:
1.1 “Affiliate” in relation to any person shall mean, (i) in the case of a natural person, the relatives of such natural person and/or a body corporate, controlled by such natural person; and (ii) in case of a person other than a natural person, any person, which, controls, is controlled by, or is under common control with such person;
1.2 “Applicable Law(s)” shall mean then-current national, state, local or other law, rule, regulation, enforceable regulatory guidance, order, judgment, decree, or ruling in any jurisdiction in which the Company is located or the Subscriber avails the Services, including but not limited to, the applicable data protection laws (or) regulations which apply to providing or receiving the Service in the country where the Service originates from or is delivered.
1.3 “T&C” shall mean terms & conditions connoted below along with all the annexures and schedules including any amendments made by the Company.
1.4 “Confidential Information” means any and all information relating to a Company’s business including without limitation, financial, technical data, Intellectual Property or know-how, including, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Notwithstanding any failure to identify it, however, all source code, object code, and graphic use interface shall be Confidential Information. The Confidential information shall not include any information (i) already present with the recipient prior to the signing of this T&C (ii) available on the public domain (iii) lawfully shared with the recipient by any third-party (iv) independently developed by the recipient without using the Confidential Information (v) that the disclosing party is compelled to disclose to a government authority or by order of a court of competent jurisdiction.
1.5 “Customer” means any person (without limitation to employee/personnel/customer) of the Subscriber who uses Subscriber platform/website or any other online mode for engagement and interaction.
1.6 “Customer Data” means any data collected by the Subscriber for providing Services which relates to Customer which can, whether directly or indirectly in conjunction with any other data can be construed as Personally identifiable information and may include sensitive personal data;
1.7 “Intellectual Property” means and includes Company’s software solution, patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the software developed by Company pursuant to this T&C;
1.8 “Intellectual Property Rights” shall mean and include Parties’ all possible rights, benefits, title or interest in or to the Intellectual Property, any-where in the world, (whether registered or not) and including all applications and software solution for the same and any extensions and renewals thereof.
1.9 “Term” shall mean such period from the date of receipt of this T&C as mentioned in the selection confirmation email as communicated by the Company or as communicated by the Company and till which such right to use and access the Services is provided to the Subscriber.
1.10 “Services” shall mean and include Company explicitly providing Subscriber with a limited right to access, use Dashboard and additional Company’s online services as set out in this T&C. The Services offered hereunder are a part of the Promotional Offer
2. Scope of this T&C
2. 1 Subscriber shall use the Services only in accordance with this T&C. Subscriber shall not reverse engineer, decompile, disassemble, tamper Services.
2.2 To enable access to and use of Services, Subscriber needs to integrate and use Company’s Software Development Kit and/or API (individually and collectively referred to as “Software Tools”). Company hereby provides license to integrate and use Software Tools to Subscriber.
2.3 The license provided shall be for the Term and shall automatically stands rescinded (without any obligations) at the onset of disabling Services vide Termination of this T&C.
2.4 Subscriber right to use and access Services does not give Subscriber any right to implement Company’s Intellectual property in any other platform other than those authorised by the Company.
2.5 Parties shall at all times be responsible for ensuring that all Customer Data even in encrypted form is stored securely. Parties shall take appropriate measures to ensure the security of such data and guard against unauthorized access thereto or disclosure thereof or loss or destruction while in its custody.
2.6 Subscriber is solely responsible for the content of all Customer Data. Company does not and will not assume any obligations with respect to verifying the content of Customer Data.
3. Company Obligations
3.1 Company undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care;
3.2 The undertaking in this clause shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Company instructions, or modification or alteration of the Services by Subscriber other than those connoted in this T&C.
3.3 Company, when acting as data processor and storing, warrants to Subscriber that it has put in place appropriate technical and organizational measures for the processing of any Customer data as defined under Applicable Laws and against unauthorized, accidental or unlawful access to such (having regard to the state of technological development and the costs of implementing any such measures) as well as reasonable security programs and procedures for the purpose of ensuring that only authorized personnel have access to the data processing equipment to be used to process such Personal data, and that any persons whom it authorizes to have access to such Personal data shall respect and maintain all due confidentiality.
3.4 Company guarantees that all information obtained from Subscriber can only be used for the purpose of this T&C and shall be deleted or anonymized after termination of this T&C
3.5 Company shall promptly notify Subscriber on becoming aware of undue Personal data breach with respect to the T&C. Company shall promptly investigate the matter if it is occurred on Company infrastructure and will assist Subscriber to the best of its ability.
4. Subscriber Obligations
4.1 Subscriber for the purpose of availing the Services shall provide the Company with
a) necessary co-operation in relation to this T&C
b) necessary access to such information including Confidential Information as may be required by the Company
4.2 Subscriber is solely responsible for the content of all Customer Data. Subscriber will secure and maintain all rights in Customer Data necessary for Company to provide Services to Subscriber without violating the rights of any third party or otherwise obligating Company to Subscriber or to any third party. Company does not and will not assume any obligations with respect to Customer Data or to Subscriber use of Services other than as expressly set forth in this T&C or as required by applicable law.
4.3 The Subscriber shall ensure that its collection, access, use, and disclosure of Customer Data complies with the Applicable Law(s) and shall get an explicit consent from Customer that the Customer Data shall be utilised for providing Services. Subscriber shall at all times perform its obligations and Customer Data available in compliance with and in such a manner as not to cause Company to be in material violation of Applicable Laws.
4.4 Subscriber shall comply with all governmental or other relevant Applicable Laws in relation to Subscriber’s services.
4.5 Customer Data shall not contain information that is unsolicited, offensive, threatening, or abusive or which otherwise is of criminal or unethical nature according to the Applicable Law(s). Company shall not be liable for any damages, including any consequential loss, incurred by the Subscriber.
4.6 The Service is not meant as a data storage or backup service, and the Subscriber shall maintain an independent backup of Customer Data.
4.7 The Subscriber shall implement security procedures necessary to limit access to the Services to the Subscriber’s authorized users and shall be responsible for maintaining the confidentiality of any non-public authentication credentials associated with use of the Services. Subscriber must promptly notify Company about any possible misuse or authentication credentials or any security incident related to the Services.
5. Confidential Information
Both Parties shall hold the other’s Confidential Information (whether shared during the term of this agreement or otherwise) in confidence and, unless required by law, not make such Party’s Confidential Information available to any third party or use such Party’s Confidential Information without the prior written consent of the relevant Party. The confidentiality obligations specified in this clause shall apply indefinitely notwithstanding the termination of this Agreement.
6. Term and Termination
Company shall have the right to temporarily or permanently suspend access to the whole or any part of the Services for any reason whatsoever (including but not limited to technical/operational reasons) and shall be under no liability to Subscriber in such an event. Further, Company may, but shall not be obliged to, give the Subscriber notice of any interruption of access to the Service. Company may temporarily suspend access to the whole or any part of the Services for pre-scheduled maintenance. This T&C shall automatically expire at the end of the Term, save and except such T&C that are intended to survive termination/expiry.
7. Governing Law, Dispute Resolution
This T&C will be deemed to have been made in and shall be construed pursuant to the laws of India without regard to conflicts of law provisions thereof. In the event of a dispute or difference, relating to, arising out of, or in connection with any of the matters set out in this T&C including any disputes and differences relating to the interpretation of the agreement or any clause thereof (“Dispute”), the Parties to the Dispute shall engage in mediation proceedings through the business heads of both Parties, in good faith to resolve the Dispute amicably within 30(thirty) days of notice of such Dispute. Any Dispute during the subsistence of this T&C or thereafter between the parties, if not settled within the Initial Period set forth above, shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and rules framed there and shall be referred to the Sole Arbitration of an Arbitrator jointly appointed by the Parties to this T&C. It is made clear that the venue of Arbitration proceedings shall be Mumbai. The seat of the arbitration shall be Mumbai, India, the designated arbitration board is the Mumbai Centre for International Arbitration (MCIA), and the language of the arbitration shall be English. The cost of the Arbitration proceedings shall be borne by the Parties to this T&C. The award of the arbitrator shall be final, conclusive, and binding on the Parties. The Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at Mumbai, Maharashtra and waive any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum
8. Intellectual Property
Subscriber shall own all right and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (i) Software Tools, Dashboard and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing.
9. Branding & Marketing
Company may use Subscriber’s name and logo to identify Subscriber for marketing purposes on the Company’s website, social media platforms, and to create marketing materials. The Company shall use its best endeavours to ensure that such marketing efforts do not tarnish the image of the Subscriber.
10.1 Company warrants that Services will meet the terms of the SLA during the Term. Subscriber only remedies for breach of this warranty are those in the SLA.
10.2 This warranty is subject to the following limitations:
a) any implied warranties, guarantees or conditions not able to be disclaimed in accordance with applicable law
b) this warranty does not cover problems caused by accident, abuse or use of the Services in any manner inconsistent with this T&C or Company’s published documentation or guidance or SLA, or resulting from events beyond Company’s reasonable control;
c) this limited warranty does not apply to problems caused by a Subscriber breach to comply with any obligation set out in this T&C or due to Force Majeure.
10.3 Each party expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose
11. Defence against third party claims
11.1 Company will defend Subscriber against any claims made by a third party, if there is established claim /litigation initiated that
a) the Services and its Intellectual property infringe that third party’s patent, copyright or trademark or makes unlawful use of its trade secret; or
b) the Company fails to maintain reasonable security measures and thereby results in breach of Customer Data
Provided 11.1.(a) or/and (b) shall be applicable only when such claim is directly attributable to Company actions (or) wilful negligence.
11.2 Subscriber will defend Company against any claims made by a third party that
a) the Subscriber services and its Intellectual property infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret; or
b) There is breach of Customer Data due to Subscriber’s negligence or commission; or
c) Subscriber fails to get consent and approval from Customer for using Customer Data, in order to provide Services (or) if there is an unauthorised use of Customer Data by the Subscriber.
11.3 Each party must notify the other promptly of a claim under this section. The party seeking defence must give the other sole control over the defence and settlement of the claim; and give reasonable help to defending party in defending the claim. The defending party providing the protection will reimburse the amount of any resulting adverse final judgment or settlement of claim that is directly attributable to any commission or omission of the defending party.
12. Limitation of Liability
12.1 For Services provided without any fee, Company’s liability is limited to direct damages up to USD 100 (United States Dollars One Hundred Only).
12.2 Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
13. Force Majeure
Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services).
14. Exclusive Commercial relationship
During the Term, the Subscriber agrees not to enter into a business relationship with any third party which is engaged in providing services that are similar/same as that of the Company.
All provisions regarding Section1, 2, 3(4) ,4(2),4(4),4(7), 5,8,10 ,11,12 shall survive the termination of this T&C.
16.1 Neither Party shall assign its rights or obligations under this T&C without the prior written consent of the other Party. This T&C constitute the entire agreement between the Parties and supersede any prior agreement, understanding, undertaking, or arrangement between the Parties relating to the subject matter hereof. The Parties agree that legal remedies may be inadequate to enforce the provisions of this T&C and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this T&C. Company reserves the right to amend this T&C and conditions from time to time and/or at its absolute discretion refuse the Promotional Offer or withdraw the Promotional Offer from a participant or beneficiary at any time without notice.
16.2 Company has relied on the warranty provided by Subscriber that it has the right to enter into this T&C with Company and is in compliance with all relevant national and international laws with respect to the T&C and services provided by Subscriber.
This T&C does not create an agency, partnership, or joint venture.
Annexure A- DASHBOARD
1. Scope of Services:
The Company shall render to the Services as set out in Schedule A. The Parties hereby agree and acknowledge that the Company may employ certain mutually agreed upon third parties to render the services pertaining to integration and onboarding (only if the Subscriber has availed such services from Company), provided the Company shall be solely responsible for all the obligations pertaining to such mentioned services. Further, the Subscriber shall not be required to make any payments to any such third party in relation to the integration and onboarding. For the avoidance of doubt, any third party employed in this respect shall be subject to the same obligations, covenants, warranties, representations, and undertakings as provided by the Company.
2. Service Level T&C:
The Company agrees to adhere to the Service Levels as set out in https://webengage.com/sla/.
SCHEDULE A: SCOPE OF WORK
The Company shall provide the Subscriber with a SaaS platform, with functionalities as mentioned below.
1. Onboarding Via Our Partners (If availed)
1.1 WebEngage Deliverables
a) Integration Documentation/Knowledge Base
b) Partner Team who will conduct integration activities.
c) Onboarding Process Understanding during Kick-off calls
d) Scope Of Work which will include integration tasks, data points, timelines and ownership.
e) Integration Audits + Rectification Areas
f) 2-3 Training sessions + Pre-Recorded Videos with a Q&A session.
g) Weekly Project Status Reports
h) If the ESP/SSP/WSP is through WebEngage, our dedicated team will configure it
1.2 Subscriber Dependencies
a) Timely Access to the domain for partners to conduct integration activities.
b) 1 level of the audit before go-live and confirmation on successful integration.
c) Important/Key Use-cases to build along with content/graphic designs for communication.
d) For ESP/SSP/WSP which is through WebEngage, the team will require a certain set of information like DLT Approval, Domain whitelisting etc which the Subscriber needs to provide.
e) For ESP/SSP/WSP which are not through WebEngage, the Subscriber’s tech team need to either configure when it’s through private setup or provide relevant credentials when it’s via our listed vendors.
f) For any CRM integrations, the Subscriber’s tech team needs to own the implementation of the integration
2. Data Management
2.1 Provision to create, update and manage multiple user profiles via Web SDK, Mobile SDKs, and REST APIs.
2.2 Provision to track user events via real-time and batch APIs provided in Web SDK, Mobile SDK, and REST APIs.
2.3 Provision to create segments of users based on:
a) User’s profile attributes
b) User’s events and event attributes
c) User’s device information
3. Campaign Management
3.1 Provision to create, update and manage multiple campaigns across these channels
a) Web-push notifications
b) On-site notifications (pop-ups, surveys, feedback forms)
c) In-app notifications
d) App-push notifications
g) WhatsApp (should have a business account)
h) Facebook/Instagram/Google retargeting
3.2 Provision to personalize campaigns based on these data points:
a) User profile attributes
b) User event attributes
c) API calls for data
3.3 Provision to view and download metrics for each of the above-mentioned campaigns.
4. User Journey Workflow Management
4.1 Provision to create and run multiple user journeys using the visual Journey Designer interface.
4.2 Provision the trigger journeys based on:
a) User events
b) Segment entry/exit
c) List/CSV based static triggers
4.3 Provision to take the following actions in the journey:
a) Send Web Notifications
b) Send Push and In-app notifications on the mobile app
c) Send Email
d) Send SMS
e) Send Web Push
f) Send WhatsApp for Business
4.4 Provision the view and download these reports:
1. User reports for each run which captures performance reports for all the campaigns in the journey.
2. Aggregate reports for each campaign in the journey and its corresponding metrics.
Annexure B – EMAIL SERVICES
1. Scope of Services: The Company shall render to the Services as set out in Schedule B.
1.1 Service Level T&C: The Company agrees to adhere to the Service Levels as set out in https://webengage.com/sla/.
1.2 Additional T&C relating to email services
a) The Subscriber represents that every recipient, who is contacted by way of advertising/ newsletters transmitted via the email service, has validly and verifiably consented to being sent the relevant advertising/ newsletter/ email. Furthermore, the Subscriber represents that it will be able to submit the Internet Protocol (“IP”) address and a timestamp for each recipient’s electronic declaration of consent.
b) The Subscriber represents that it has complied and will continue to comply with all applicable data protection provisions in respect of the collection, storage, and/or use of the personal data of recipients that are processed, stored, and/or used via the email service. The Subscriber is responsible for the use of the various functions of the Service (e.g., tracking/reporting).
c) The Subscriber represents that all advertising/newsletters transmitted via the Service contain a link or another contact option whereby recipients can revoke their consent to being sent advertising/newsletters. The Subscriber warrants that recipients will not receive any further advertising/newsletters as from the third working day following such revocation, at the latest.
d) The Subscriber hereby undertakes to maintain an in-house list which contains all contact data of recipients who have revoked their consent to being sent advertising/newsletters/emails or who have, in any other manner, expressed their wish not to receive any advertising/newsletters/emails from the Subscriber. The Subscriber shall ensure that no communication is sent to any such contacts; this also applies to invitation/confirmation messages.
e) The Subscriber represents that all advertising/newsletters/emails transmitted via the email service contain contact information in accordance with respective laws and regulations to identify the sender and that neither the sender nor the commercial nature of the message (if any) is concealed or hidden.
f) The Parties hereby agree and acknowledge that the Company may employ certain mutually agreed upon third parties to render the email services, provided the Company shall be solely responsible for all the obligations pertaining to the email services. Further, the Subscriber shall not be required to make any payments to any such third party in relation to the email services. For the avoidance of doubt, any third party employed in this respect shall be subject to the same obligations, covenants, warranties, representations, and undertakings as provided by the Company.
SCHEDULE B -SCOPE OF WORK
1. Strategic Consulting – The Company or any appropriate mutually agreed upon third party engaged by the Company will provide guidance on the way forward for mailers based on the consumer behaviour, campaign performances, and creative content. A feedback session would be conducted every month between the Parties in this regard.
2. Consulting and executing the best email practices – Company will ensure that the mailers follow the best practices that are chalked out by the Internet Companies (“ISPs”) and other authorities such practices are adhered to in the provision of the email services.
3. Service Details –
3.1 APIs to be provided to integrate with the email infrastructure
3.2 Unique Uniform Resource Locator (“URL”) and credentials to access the email dashboard/account.
3.3 Authenticating sending domains by creating domain keys and publishing SPF records to improve deliverability
3.4 Bounce reason
3.5 Comprehensive Analytics:
3.6 Real-time analysis
3.7 Soft, hard, and block bounces
3.8 Unique and total open rates
3.9 Unique and total click-through rates
3.10 Click through development
3.11 Individual link tracking
Annexure C- SMS SERVICES
1.1 “Chargeable Event” means SMS sent by Subscriber to Company which is subject to Successful Submit by Company to destination Network Operator;
1.2 “Network Operator” means any company operating a GSM-based mobile telephony network, offering mobile telephony services and unless repugnant to the context thereof shall include Mobile Virtual Network Operators(“MVNO(s)”);
1.3 “Customer Data” means any Customer Data as defined in the T&C which is transmitted to a Network Operator;
1.4 “SMS” means and include the institutional or financial messages. These messages are the short text message sent to and from telephones whose text comprises words or numbers or an alphanumeric combination up to one hundred and sixty (160) characters or up to seventy (70) characters if containing one or more Unicode Characters;
1.5 “Successful Submit” means Company accepts the SMS sent from the Subscriber and validate the SMS before submitting SMS for onward routing. Company shall return Successful Submit to the Subscriber to register SMS has been successfully submitted for routing. SMS which does not pass Company’s validation tests is rejected and the error message returned to the Subscriber and SMS not charged;
2. Scope of Services
The Company shall render to the Services as set out in Schedule C along with the T&C and conditions under this SMS Services (“SMS SoW”) The Subscriber agrees and confirms that it shall furnish any additional documentation required under the applicable law and execute any necessary documents including an undertaking to be given to the Company which is required to be furnished by the Network Provider/Access Provider as required by the applicable regulatory authority.
3. T&C of SMS Service
3.1 In the provision of the Company Services, and in addition to the provisions set forth under the T&C, Company shall render services as set out in Schedule C to this these SMS service T&C and conditions.
3.2 Without prejudice to the obligations of the Subscriber, Subscriber further undertakes to:
a) Provide all the configuration information through the proper completion of all technical forms provided by Company;
b) Ensure that its own information systems are properly configured to route SMS traffic to the Platform;
c) Create and maintain at its own expense a database of recipients of each SMS message processed by Company;
d) Ensure under no circumstances to send Unsolicited SMS (SPAM) as defined in this these SMS service T&C and conditions to the messaging Platform. The Company shall not be liable to check whether the Customer Data would amount to SPAM;
e) Announce a larger volume of traffic a few days in advance with 2 weeks advance notice. For the purpose of this SMS SoW, ‘larger volume’ shall mean any event where the Subscriber is targeting a larger audience; and
f) Be solely responsible for the Customer Data and ensuring that the Customer Data is in accordance with the applicable laws.
g) Ensure that transactional messages are sent only to Customers who are eligible to receive such transactional messages under the relevant regulations or have otherwise consented to receiving such communication.
h) Give details of any Customers (including adequate proof of such Customer’s relationship/interaction with the Subscriber) to whom transactional messages have been sent under this SMS SoW within 24 hours of receipt of such request from Company.
4. Personal data Protection for SMS Services
4.1 The Subscriber hereby warrants that it is entitled to disclose all personal data based on this SMS SoW to Company, in particular, it has obtained all necessary permissions from the owners of personal data for such disclosure. The Subscriber declares and confirms that it is an administrator of personal data provided to the Company based on this these SMS service T&C and conditions and Company shall process personal data based on the Subscriber’s authorisation provided and in scope described in this these SMS service T&C and conditions. In particular, the Subscriber is obliged to:
a) fulfil all legal requirements relating to protection of personal data,
b) protect the interest of owners of personal data with due care and, in particular, to ensure that data are processed lawfully and
c) undertake all necessary security measures protecting the personal data database and all personal data.
4.2 Company hereby undertakes and warrants to fulfil all legal obligations connected with processing of personal data obtained from the Subscriber based on this SMS SoW, in particular to, implementing prevailing ‘industry standard’ and ‘best practice’ appropriate safety standards and measures to protect personal data obtained from the Subscriber based on this these SMS service T&C and conditions.
5. Additional T&C for Transactional Messages
5.1 The Subscriber shall be responsible in case of any misuse of telecom resources allotted to it for sending Transactional Message.
5.2 The Subscriber shall maintain complete confidentiality of the Customer information.
5.3 The Subscriber has agreed not to send any unsolicited commercial communication and not to mix any promotional communications with its Transactional Message sent to a Customer through telecom resource allotted to it for the purposes of sending Transactional Message.
a) The Subscriber has agreed to abide by regulations, orders and directions issued by the applicable regulatory authority regarding Transactional Message, from time to time, including the header to be used for sending transactional SMSs.
6. Promotional Messages/ Telemarketing
6.1 The Subscriber shall be responsible for any misuse of telecom resources allotted it for the purposes of telemarketing.
6.2 The Subscriber has agreed to abide by Regulations, Orders and directions issued by the applicable regulatory authority, from time to time, regarding commercial Communication including the header to be used for sending Promotional SMS.
7. Suspension of Service
a) Company may suspend the rendering of any or all of the Company Services in the event that:
b) Company is obliged or advised to comply with an order, instruction, directive or request of a governmental or other relevant state authority or Network Operator;
c) Company becomes aware of any potential breach of the T&C of this SMS SoW or any misuse of Company Services; or
7.1 One or more of the Network Operators upon which the provision of Company Services hereunder is dependent suspends its provision of those services to Company.
7.2 Where Company determines in its discretion it is practicable to do so, then Company shall put into effect any such suspension only in respect of those services which are affected by the matters referred to in this section.
7.3 Company shall notify the Subscriber of any suspension of the services affected under this SMS SoW, providing the Subscriber with details of the nature and cause of such suspension.
7.4 Company shall reinstate the suspended services as soon as the cause for such suspension has been remedied.
7.5 Should Subscriber’s account utilized in the provision of service under this SMS SoW be inactive through a period of 6 (six) months it remains in Company’s discretion to suspend such services of the Subscriber. Absence of any Chargeable Events through the period of 6 (six) months shall be considered as inactivity subject to suspension. Subscriber can reactivate its account with a request to Company sent 3 (three) working days prior to required reactivation.
8. Additional Termination
8.1 In addition to the T&C and conditions for termination set out in the T&C, the Company shall further have the right to terminate this SMS SoW immediately by providing the Subscriber with as much prior notice as reasonably practicable in the event that any modification in respect of: (i) Company’s existing Network Operator contracts and/or conditions imposed by the Network Operator(s); or (ii) Applicable Law makes the rendering of Company Services prohibitively difficult or expensive to Company or contrary to the Applicable Law or iii) any agreements with MVNOs or other similar Third-Party Company(s)
SCHEDULE C -SCOPE OF WORK
1. Services features a solution that shall enable Subscriber to deliver mobile terminated SMS to multiple mobile networks worldwide through the Platform.
2. Company Services include:
2.1 Connectivity between Subscriber’s information system and the Platform;
2.2 Configuration of the Platform to receive SMS traffic generated by Subscriber and the handling and routing of such SMS traffic to available Network Operators;
2.3 Billing of such SMS traffic processed by Company; and
2.4 Technical support.
3. In the provision of the WebEngage Services, and in addition to the provisions set forth under the SMS SoW, WebEngage shall:
3.1 Ensure that connectivity between Subscriber’s information system and the Platform is tested and operational;
3.2 Route SMS traffic generated by Subscriber to available Network Operators;
3.3 Invoice Subscriber for all WebEngage Charges relative to the provision of the WebEngage;
3.4 Manage all contractual relationships with Network Operators to ensure the operability of the WebEngage Services; and
3.5 Provide technical support.
4. Without prejudice to the obligations of the Subscriber, Subscriber further undertakes to:
4.1 Provide all the configuration information through the proper completion of all technical forms provided by WebEngage;
4.2 Ensure that its own information systems are properly configured to route SMS traffic to the Platform;
4.3 Create and maintain at its own expense a database of recipients of each SMS message processed by WebEngage;
4.4 Ensure under no circumstances to send Unsolicited SMS (SPAM) through the messaging Platform;
4.5 Announce a larger volume of traffic with a 2 week’s advance notice.
Last Updated: 23rdth February, 2023