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.
The Promotional Offer is applicable to such clients who have received these Terms via email from the Service Provider. The Company requests you (“Client“) to carefully go through these terms and conditions prior to availing of the Promotional Offer for the Platform. By availing this Promotional Offer, the Client indicates acceptance of these rules together with any specific instructions and terms for such Promotion which may be mentioned in any electronic messages, on the website, or communicated to you in any other way.
As a part of the Promotional Offer, the Client may avail the Services free of charge for the duration of the Term. In the event the Subscriber is interested to continue with availing the Services or any part thereof after the expiry of the Term, the Client must intimate (in writing) the Service Provider about such extension, within 7 days from the expiry of the Term. These Terms shall govern the Company’s relationship with the Client in relation to the usage of the Promotional Offer. These Terms supersede all previous oral, written terms and conditions (if any) communicated to the Client and shall act as the governing document with respect to the Promotional Offer.
IF YOU DO NOT AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CAPTURED IN THE THESE TERMS, PLEASE DO NOT AVAIL OF THE PROMOTIONAL OFFER.
In these Terms, (i) unless a contrary intention appears, or the context otherwise requires or admits, capitalized terms defined by inclusion in quotations and/or parenthesis shall have the meanings ascribed to them herein; and (ii) the following terms shall have the meanings assigned to them herein below:
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;
2. “Terms” shall mean and include this agreement along with all the annexures and schedules and any changes that are made in writing between the Parties.
3. “Authorised Users” shall mean and include the Client’s account manager or anyone having access to the WebEngage dashboard at the Client’s end.
4. “Confidential Information” means any and all information relating to a Party’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 these Terms (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.
5. “End-User” means any user (without limitation the employee/personnel/customer) of the Client who uses Client Services in order to receive Client Content;
6. “Intellectual Property” means and includes Parties’ 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 Service Provider pursuant to these Terms;
7. “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 for the same and any extensions and renewals thereof.
8. “Personal Data” means any data which relates to a natural person if that person can, whether directly or indirectly in conjunction with any other data, be identified from it and includes sensitive personal data;
9. “Client Content” means any information, data, or messages provided to the Service Provider by or on behalf of the Client, or an End User using Client Services for transmission by the Service Provider;
10. “Client Data” means all information, data, and material that is generated, uploaded, accessed, interpreted, and/or analyzed through the Services.
11. “Client Services” means the service(s) rendered by the Client to the End-Users;
12. “Sensitive Personal Data and Information” means any personal, contact, and financial details of an individual consumer including credit information and any other personal information set out in Rule 4 of the SPDI Rules;
13. “SPDI Rules” means the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data and Information) Rules, 2011;
14. “Term” shall mean such period from the date of receipt of these Terms as mentioned in the selection confirmation email as communicated by the Service Provider or as communicated by the Service Provider.
15. “Services” shall mean and include the subscription-based services for multi-channel user engagement tools that are offered by the Service Provider via the WebEngage flagship product and additional services as set out in the description of services set out below. The Services offered hereunder are a part of the promotional offer and therefore free of charge.
2. Scope of these Terms
Subject to the terms and conditions of these Terms, the Service Provider shall render to the Client Services as set out in the in the description of Services attached to these Terms, free of charge.
3. Service Provider Obligations:
1.Service Provider undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care;
2. The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Service Provider instructions, or modification or alteration of the Services by any party other than Service Provider or Service Provider’s duly authorized contractors or agents.
3. Service Provider represents and warrants that it does not have, and will not enter into, any legal or contractual obligations that would prevent it from complying with its obligations under these Terms, including without limitations.
4. Service Provider guarantees that the Services under these Terms do not infringe or violate any rights of any third party and further Service Provider guarantees that Client can use the information or the Service results formed by Service Provider in accordance with the law only for the purpose as mentioned in these Terms.
5. Service Provider shall provide Client with the necessary technical support for using its Service and ensure to the best of its ability the stability and security of the Service Provider Service and system.
6. Service Provider shall obtain and shall maintain all necessary licenses, consents, and permissions necessary in order to perform its obligations under these Terms.
7. Warranty Disclaimer: 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.
4. Client Obligations:
1.Client for the purpose of availing the Services shall provide the Service Provider with:
a. necessary co-operation in relation to these Terms;
b. necessary access to such information as may be required by the Service Provider;
2. The Client shall procure the compliance of any of its agents, subcontractors, or Affiliates who utilize the WebEngage Services, with the terms of these Terms; and it shall not use WebEngage Services in a way which is fraudulent, unlawful or unauthorized.
3. The Client is responsible for the Client Content transmitted while using the Services, and the Service Provider does not moderate or assume responsibility for such Client Content.
4. Client shall provide any governmental or other relevant state authority or Service Provider with any requested information or material in order to carry out any investigation in connection with (i) the Client’s Services, or (ii) Client’s relationship with Service Provider or with any End User.
5. Client shall be solely responsible for any liability arising out of or relating to the Client Content and Client Services, whether transmitted on its own or on any Third Party’s behalf.
6. Client Services and/or Client Content 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). Service Provider shall not be liable for any damages, including any consequential loss, incurred by the Client because of any contravention with this Section 6.
7. The client shall ensure that its collection, access, use, and disclosure of End-User information complies with the Applicable Law(s). Client shall at all times perform its obligations and make the Client Services and Client Content available in compliance with and in such a manner as not to cause Service Provider to be in material violation of Applicable Laws.
8. The Service is not meant as a data storage or backup service, and the Client shall maintain an independent backup of Client Data.
9. The Client shall implement security procedures necessary to limit access to the Services to the Client’s Authorized Users and End-Users for the use of the Services.
5. Data Security and Confidentiality
Data shall be processed by the Service Provider in accordance with the applicable laws.
1.The Client shall ensure that the Client Data does not:
2. infringe or violate any intellectual property rights, publicity/privacy rights, law or regulation;
3. contain any viruses or programming intended to damage, surreptitiously intercept or expropriate any system, data, or personal information.
1.The Service Provider is not and shall not be obliged to review the Client Data for accuracy or potential liability.
2. The Client shall hold the Service Provider’s Confidential Information (whether shared during the term of this agreement or otherwise) in confidence and, unless required by law, not make the Service Provider’s Confidential Information available to any third party or use the Service Provider’s Confidential Information without the prior written consent of the Service Provider.
6.Term and Termination
Service Provider 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 you in such an event. Further, Service Provider may, but shall not be obliged to, give the Client notice of any interruption of access to the Service. Service Provider may temporarily suspend access to the whole or any part of the Services for pre-scheduled maintenance. These Terms shall automatically expire at the end of the Term, save and except such terms that are intended to survive termination/expiry.
7. Consequence of Termination
1.In the event Client terminates these Terms prior to completion of Services Client provided materials will be returned to Client and all Client use rights in the work in process as described in the Services will be transferred to Client.
2. Upon termination/expiry of these Terms, both Parties will immediately cease to use in any form or media all Intellectual Property associated with the other Party. All such materials as can be considered by either Party will be deleted, destroyed, and returned to the other party within thirty (30) business days of the termination of these Terms. The Client shall duly certify in writing that the Client has deleted/destroyed the aforementioned materials and furnish the same to the Service Provider.
8. Intellectual Property
1.Either Party shall retain all rights with respect to its Intellectual property that existed prior to the execution of these Terms. Under the API model, Client Data shall belong to Client, while WebEngage Services outcome shall be the property of Service Provider.
2. Branding & Marketing: Service Provider may use Client’s name and logo to identify Client as a customer of the Service Provider for marketing purposes on the Service Provider’s website, social media platforms, and to create marketing materials. The Service Provider shall use its best endeavors to ensure that such marketing efforts do not tarnish the image of the Client.
3. Service Provider shall retain all ownership and Intellectual Property Rights to the analysis, models, presentations, and other components comprising the Services that are generated on daily basis and will be used extensively for feedback, research & future development.
4. The client retains all ownership and Intellectual Property Rights, including but not limited to its website or mobile application, trademark, logo, analysis, models, presentations, etc.
Client shall defend, indemnify, and hold harmless the Service Provider, its affiliates/subsidiaries/joint venture partners and each of its, and its affiliates’/subsidiaries/joint venture partners’ employees, contractors, directors, suppliers, and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Services; or (ii) your violation of the Terms; or any applicable law, contract, policy, regulation or other obligation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in connection therewith.
10. Limitation of Liability
The Service Provider shall not be liable to the Client if the Client suffers any loss or damage from the Promotion (including without limitation any loss of profits, loss of revenue, loss of goodwill that arises out of or in connection with the Promotion) or from our refusal to allow you to take part in the Promotion or our withdrawal of the Promotion or any other failure or inability by you to participate in or benefit from the Promotion for any reason.
11. Governing Law, Dispute Resolution, and Jurisdiction
These Terms 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 these Terms 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 these Terms 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 these Terms. 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 these Terms. The award of the arbitrator shall be final, conclusive, and binding on the Parties.
12. Compliance with Law
Each party shall perform all of its obligations under these Terms in compliance at all times with all foreign, national, state, and local statutes, orders, and regulations, including those relating to privacy and data protection.
13. Force Majeure
Neither Party shall be liable for failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by matters beyond that party’s reasonable control including but not limited to destruction arising out of war, rebellion, civil commotion, strikes, lockouts, and industrial disputes, fire, explosion, earthquake, pandemics, epidemics, government action and/or other seismic activity, acts of God, flood, drought or bad weather. Notice of these circumstances shall be given to the other Party immediately and the party suffering from Force Majeure shall take sufficient measures to eliminate impact and reduce losses caused by Force Majeure, if the party suffering from Force Majeure fails to take reasonable remedial measures it cannot be exempted from the corresponding liability and obligations. For so long as the performance of those obligations is suspended, the other Party may similarly suspend the performance of its obligations.
Both Parties reserve all remedies available at law or equity for any disputes that arise under these Terms.
During the Term, the Client 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 Service Provider.
All provisions regarding indemnification (Clause 10), liability and limits thereon (Clause 11), and data protection and confidentiality (Clause 6), consequences of termination (Clause 7), and/or protections of proprietary rights (Clause 9) shall survive the termination of these Terms.
Neither Party shall assign its rights or obligations under these Terms without the prior written consent of the other Party. These Terms 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 these Terms and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of these Terms. Service Provider reserves the right to amend these terms 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.
18. Assumptions and Qualifications
1.Service Provider has relied on the data and information provided as it is and has not independently verified such data and information including the authenticity of such data and information.
2. Service Provider has relied on the warranty provided by Client that it has the right to enter into these Terms with Service Provider and is in compliance with all relevant national and international laws with respect to the terms, purpose, and services provided under these Terms.
The Parties agree and understand that these Terms capture the intent of the Parties to enter into an arrangement for the Promotional Offer and in no manner indicate that the Services are being rendered to the Client for monetary compensation. The Client agrees that the Client shall not incur any right to claim compensation or refund for any Services performed under this Agreement. These Terms do not create any service-provider/service recipient relationship between the Parties. These Terms are not intended to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.
Company grants to Client subject to the terms and conditions of herein, a limited license of WebEngage (subject to applicable laws) in the territory of India. It is clearly understood between the Parties that the License granted herein shall be on a non-exclusive basis. The terms of subscription are as mentioned in https://webengage.com/subscription/.
2. Scope of Services:
The Company shall render to the Client services as set out in Schedule A.
3. Service Level these Terms:
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 Client with a SaaS platform, with functionalities as mentioned below.
1. Data Management
1. Provision to create, update and manage multiple user profiles via Web SDK, Mobile SDKs, and REST APIs.
2. Provision to track user events via real-time and batch APIs provided in Web SDK, Mobile SDK, and REST APIs.
3. Provision to create segments of users based on:
1. User’s profile attributes
2. User’s events and event attributes
3. User’s device information
2. Campaign Management
1. Provision to create, update and manage multiple campaigns across these channels
1. Web-push notifications
2. On-site notifications (pop-ups, surveys, feedback forms)
3. In-app notifications
4. App-push notifications
7. WhatsApp (should have a business account)
8. Facebook/Instagram/Google retargeting
2. Provision to personalize campaigns based on these data points:
1. User profile attributes
2. User event attributes
3. API calls for data
3. Provision to view and download metrics for each of the above-mentioned campaigns.
3. User Journey Workflow Management
1. Provision to create and run multiple user journeys using the visual Journey Designer interface.
2. Provision the trigger journeys based on:
1. User events
2. Segment entry/exit
3. List/CSV based static triggers
3. Provision to take the following actions in the journey:
1. Send Web Notifications
2. Send Push and In-app notifications on the mobile app
3. Send Email
4. Send SMS
5. Send Web Push
6. Send WhatsApp for Business
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.
1. Scope of Services: The Company shall render to the Client services as set out in Schedule A.
2. Service Level these Terms: The Company agrees to adhere to the Service Levels as set out in https://webengage.com/sla/.
3. Additional terms relating to email services
1. The Client 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 Client represents that it will be able to submit the Internet Protocol (“IP”) address and a timestamp for each recipient’s electronic declaration of consent.
2. The Client 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 Client is responsible for the use of the various functions of the Service (e.g. tracking/reporting).
3. The Client 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 Client warrants that recipients will not receive any further advertising/newsletters as from the third working day following such revocation, at the latest.
4. The Client 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 Client. The Client shall ensure that no communication is sent to any such contacts; this also applies to invitation/confirmation messages.
5. The Client 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.
6. 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 Client 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 A: 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 behavior, 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 Service Providers (“ISPs”) and other authorities such practices are adhered to in the provision of the email services.
3. Service Details –
1. APIs to be provided to integrate with the email infrastructure
2. Unique Uniform Resource Locator (“URL”) and credentials to access the email dashboard/account.
– Authenticating sending domains by creating domain keys and publishing SPF records to improve deliverability
4. Bounce reason
5. Comprehensive Analytics:
1. Real-time analysis
2. Soft, hard, and block bounces
3. Unique and total open rates
4. Unique and total click-through rates
5. Click through development
6. Individual link tracking
1. “Chargeable Event” means SMS sent by Client to Company which is subject to Successful Submit by Company to destination Network Operator;
2. “Network Operator” means any company operating a GSM-based mobile telephony network, offering mobile telephony services to its end-user base and unless repugnant to the context thereof shall include Mobile Virtual Network Operators(“MVNO(s)”);
3. “Client Content” means any Client content as defined in these Terms which is transmitted to a Network Operator;
4. “SMS” means and includes 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 of up to one hundred and sixty (160) characters or up to seventy (70) characters if containing one or more Unicode Characters;
5. “Successful Submit” means Company accepts the SMS sent from the Client and validates the SMS before submitting SMS for onward routing. Company shall return Successful Submit to the Client to register SMS has been successfully submitted for routing. SMS which does not pass Company’s validation tests is rejected and the error message is returned to the Client and SMS is not charged;
2. Scope of Services
At the request of Client, Company has agreed to provide Client with the Services, subject to and based upon the terms and conditions contained hereunder. The Client agrees and confirms that it shall furnish any additional documentation required under TRAI regulations and execute any necessary documents including an undertaking to be given to the Network Provider/Access Provider as required by TRAI. The Services have been set out in detail in Schedule A.
3. Telecom Regulatory Authority of India (“TRAI”) Regulations:
The Client agrees and confirms that it shall furnish any additional documentation requited under TRAI regulations and execute any necessary documents including an undertaking to be given to the Network Provider/Access Provider as required by TRAI
4. Terms of SMS Service
1. In the provision of the Company Services, and in addition to the provisions set forth under these Terms, Company shall render services as set out in Schedule A.
2. Without prejudice to the obligations of the Client, Client further undertakes to:
a. Provide all the configuration information through the proper completion of all technical forms provided by the 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 the Company;
d. Ensure under no circumstances to send Unsolicited SMS (SPAM) as defined herein. The Company shall not be liable to check whether the Client Content would amount to SPAM;
e. Announce a larger volume of traffic a few days in advance with 2 weeks advance notice. For this purpose, ‘larger volume’ shall mean any event where the Client is targeting a larger audience; and
f. Be solely be responsible for the Client Content and ensuring that the Client Content is in accordance with the applicable laws including the extant TRAI regulations.
g. Ensure that transactional messages are sent only to end-users who are eligible to receive such transactional messages under the relevant TRAI regulations or have otherwise consented to receive such communication.
h. Give details of any end-users (including adequate proof of such end-user’s relationship/interaction with the Client) to whom transactional messages have been sent herein within 24 hours of receipt of such request from Company or the Network Operator.
i. Notwithstanding anything to the contrary herein the Client, at its own expense shall indemnify, defend and hold harmless the Company, its Affiliates, and their respective employees, officers, directors, representatives, and agents, from and against all losses, damages, liabilities, settlements, costs, fines and expenses (including attorneys’ and professionals’ fees and other legal expenses) arising out of or relating to a) Client Content b) transactional messages being sent to individuals who should not be receiving such communication under applicable law including TRAI regulations or c) the SMSes being sent does not meet the content criteria prescribed by TRAI for each SMS category.
5. Personal Data Protection for SMS Services
The Client hereby warrants that it is entitled to disclose all personal data to Company, in particular, it obtained all necessary permissions from the owners of personal data for such disclosure. The Client declares and confirms that it is an administrator of personal data provided to the Company. The Company shall process personal data based on the Client’s authorization provided and in the scope described herein. In particular, the Client is obliged to:
1. fulfill all legal requirements relating to the protection of personal data,
2. protect the interest of owners of personal data with due care, and, in particular, ensure that data are processed lawfully and
3. undertake all necessary security measures protecting the personal data database and all personal data.
Company hereby undertakes and warrants to fulfill all legal obligations connected with the processing of personal data obtained from the Client, in particular, implementing prevailing ‘industry standard’ and ‘best practice’ appropriate safety standards and measures to protect personal data obtained from the Client.
6. Additional Terms for Transactional Messages
1. The Client shall be responsible in case of any misuse of telecom resources allotted to it for sending Transactional Message.
2. The Client shall maintain complete confidentiality of the customer information.
3. The Client has agreed not to send any unsolicited commercial communication and not to mix any promotional communications with its Transactional Message sent to an end-user through telecom resource allotted to it for the purposes of sending Transactional Message.
4. The Client has agreed to abide by regulations, orders, and directions issued by the Telecom Regulatory Authority of India regarding Transactional Message, from time to time, including the header to be used for sending transactional SMSs.
7. Promotional Messages/ Telemarketing
1. The Client shall be responsible for any misuse of telecom resources allotted for the purposes of telemarketing.
2. The Client has agreed to abide by Regulations, Orders, and directions issued by the Telecom Regulatory Authority of India, from time to time, regarding commercial Communication including the header to be used for sending promotional SMS.
8. Suspension of Service
The company may suspend the rendering of any or all of the Company Services in the event that:
1. 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;
2. The company becomes aware of any potential breach of the terms herein or any misuse of Company Services; or
3. 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.
a. 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 Client Services which are affected by the matters referred to in this Section 9.
b. Company shall notify the Client of any suspension of the Client Services affected herein, providing the Client with details of the nature and cause of such suspension.
c. The company shall reinstate the suspended Company Services as soon as the cause for such suspension has been remedied.
d. Should Client’s account utilized in the provision of Company Service be inactive through a period of 6 (six) months it remains in Company’s discretion to suspend Company Services to the Client. Absence of any Chargeable Events through the period of 6 (six) months shall be considered as inactivity subject to suspension. A client can reactivate its account with a request to Company sent 3 (three) working days prior to required reactivation.
9. Additional Termination
In addition to the terms and conditions for termination set out in these Terms, the Company shall further have the right to terminate the SMS Services immediately 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 service providers.
SCHEDULE A: SCOPE OF WORK
a. Services feature a solution that shall enable the Client to deliver mobile terminated SMS to multiple mobile networks worldwide through the Platform.
b. Company Services include:
1. Connectivity between Client’s information system and the Platform;
2. Configuration of the Platform to receive SMS traffic generated by Client and the handling and routing of such SMS traffic to available Network Operators;
3. Billing of such SMS traffic processed by Company; and
4. Technical support.
5. In the provision of the WebEngage Services, and in addition to the provisions set forth herein, WebEngage shall:
6. Ensure that connectivity between the Client’s information system and the Platform is tested and operational;
7. Route SMS traffic generated by Client to available Network Operators;
8. Invoice Client for all WebEngage Charges relative to the provision of the WebEngage;
9. Manage all contractual relationships with Network Operators to ensure the operability of the WebEngage Services; and
10. Provide technical support.
c. The client further undertakes to:
1. Provide all the configuration information through the proper completion of all technical forms provided by WebEngage;
2. Ensure that its own information systems are properly configured to route SMS traffic to the Platform;
3. Create and maintain at its own expense a database of recipients of each SMS message processed by WebEngage;
4. Ensure under no circumstances to send Unsolicited SMS (SPAM) to the messaging platform;
5. Announce a larger volume of traffic with a 2 week’s advance notice.
Last Updated: 14th September 2021