Administrator Agreement

“Administrator” or “you” or “your” means the representative of the Subscriber who has been registered as an administrator.

“API” means Automatic Protocol Interface where Users can automatically interface and transfer data between themselves and the Company;

“Charges” means the fees for the use of the Services as set out in Click Here

“Company” means The Messaging Centre Limited whose registered office address is at 4th Floor, 51-53 Great Marlborough Street, London W1F 7JT (Registered Number 04552219);

“Dedicated Long Number” means a unique number rented from the Company by the Subscriber on an exclusive basis for every User;

“Keyword” means the individual word ascribed by the Company to the Subscriber which will be used by every User and that must be the first word in any MMS Message sent to the Shared Long Number;

“MMS Service” means a multimedia messaging service that enables a User to access inbound MMS Messages on the Site using a MMS Return Path Number and then enables a User to redistribute MMS Messages to other mobile telephone users in the form of WAP Push Messages (and otherwise as the Company may enhance and/or expand the features of the MMS Service from time to time);

“MMS Messages” means messages sent and received via the MMS Service as text, sound, images and video;

“MMS Return Path Number” means either i) a Dedicated Long Number or ii) a Shared Long Number and Keyword rented from the Company by the Subscriber for every User enabling access to the MMS Service;

“Path Numbers” means a MMS Return Path Number and/or a Return Path Number

“Return Path Number” means a unique mobile telephone number rented from the Company by the Subscriber for every User for the purpose of allowing SMS Messages sent by Users to be replied to by the recipients or for messages to be sent to Users by other mobile phone users;

“Services” means the SMS Service and the MMS Service;

“Shared Long Number” means a number rented from the Company by the Subscriber on a non-exclusive basis for every User and must be used with the Keyword;

“Site” means the WAP enabled websites at www.tmcsms.co.uk and www.tmclogin.com and such other websites through which the Service may be provided from time to time;

“SMS Messages” means text messages sent and received via the SMS Service

“SMS Service” means the short messaging system that enables a User to access SMS Messages on the Site and which enables SMS Messages to be passed on to the GSM network or such other network and the provision and use of API, (and otherwise as the Company may enhance and/or expand the features of the SMS Service from time to time);

“Software” means the Company’s computer programs accessed by the Subscriber and/or Administrator and/or User in using the Services;

“Subscriber” means the company, organisation or individual for whom the Company has agreed to provide the Services in accordance with these Conditions and who will be allocated a MMS Return Path Number;

“User” means the person or persons authorised to use the Services by the Administrator on behalf of the Subscriber and who is subject to the terms of the User Agreement found at Link

“WAP” means wireless application protocol enabling wireless devices to access the internet and email using a common protocol

“WAP Push Message” means a unique URL link sent as an SMS text message to a mobile telephone user directing him/her to the Site where the MMS Message can be downloaded.

The following terms of use are effective for an Administrator as from the date hereof and set out (either expressly or by incorporation) all the terms and conditions upon which the Company offers you access to the Services. The Services are available from the Site. If you do not agree to be bound by these terms and conditions you should not use or access the Services. Before registering with the Company you must read, agree with and accept all of the terms and conditions set out below including the Company’s Privacy Policy. The Company may amend these terms and conditions of use at any time by posting the amended terms on the Site. All amended terms shall have automatic effect for persons registering after the date of the Company’s posting them and for any existing Administrator will take effect 30 days after they are initially posted on the Site. Any amendment to these terms will also be notified to you by e-mail.

The Services

The Services are available from the Site. You acknowledge that the Company delivers SMS Messages and/or MMS Messages via major telecommunications companies and mobile network providers and accordingly that the Company is unable to guarantee any specific delivery time for transmission of SMS Messages and/or MMS Messages. All SMS Messages and/or MMS Messages are delivered, if at all, within the technical constraints imposed by the above mentioned providers.

You will not insert or knowingly or recklessly transmit or distribute a virus, worms, Trojan horse, time bombs, trap doors or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or to diminish the quality of, interfere with the performance of or impair the functionality of the Site or the Services.

SMS Messages submitted via the Site will be transferred to the addressed mobile recipients in due course, provided that the recipient's mobile telephone is switched on and located in an area covered by his subscribed mobile network provider. MMS Messages submitted via the Site can be redistributed to recipient’s mobile telephone as WAP Push Messages in due course provided that the recipient’s mobile telephone is switched on and located in an area covered by his subscribed mobile network provider. You acknowledge that, depending on the recipient's mobile service provider or mobile device, it may not be possible to transmit the SMS Message and/or the MMS Message to the recipient successfully, particularly if the provider does not support SMS Message and/or MMS Message delivery at all or at optimum levels. You acknowledge that the Company’s charges will apply notwithstanding delay or failure of any SMS Message and/or MMS Message provided that such failure is not caused solely by the Company’s fault or the fault of the Company’s provider.

Additionally the Services might not be able to be accessed by the Users or they may suffer delays because of the security systems that may be in place on your system. The Company accepts no responsibility or liability for any such delay or inability to access the Services.

It is your responsibility to ensure that your software and browsers are compatible with the Company’s software and systems and the Company accepts no responsibility or liability for the failure of any message, inability to access the Services or delay in sending or receiving messages which arises from any such incompatibility.

The Company neither claims nor does it guarantee either availability or performance of the Services. While the Company makes every effort to deliver any messages promptly and to ensure continuity of the Services, the Company accepts no liability whatsoever for transmission delays or message failures. Due to the nature of the internet the Company cannot guarantee continuous access to the Site. However the Company will use its reasonable endeavours to reinstate the Services as soon as possible.

Path Numbers

Path Numbers will be issued to you and the Users where your Subscriber has elected to rent any Path Numbers for you or the Users.  Path Numbers are issued solely on the following basis:

·                      ownership of all Path Numbers remains with the Company;

·                      where your Subscriber fails to pay any rental due for any Path Numbers such number will immediately be terminated and the number returned to the Company;

·                      where due to a circumstance outside the Company’s control it can no longer provide you with any  Path Numbers which were issued such Path Numbers will be returned to the Company and the Company will issue replacement Path Numbers as soon as reasonably possible but the Company shall have no liability for any replies to messages which cannot be delivered during any period there are no Path Numbers;

·                      where you or a User exceeds a ratio of receiving five replies for every one SMS Message and/or MMS Message you send out (“Fair Use”) the Company reserves the right to charge your Subscriber for the receipt of any SMS Messages exceeding the Fair Use at the rate specified in the Company’s current pricing Click Here

·                      where you or a User use any Path Numbers for any illegal or immoral purpose then the Company may immediately suspend or terminate the Subscriber’s use, your use and the User’s use of such Path Numbers and the Company shall have no liability for any such illegal or immoral use.

Value Added Features

The Company provides a number of value added features in connection with the Services (“Value Added Features”). Many of the value added features are provided free of charge and other value added features will be available if the Subscriber has elected to pay the charges for such features.  To view the details of any Value Added Features please Click Here

All Value Added Features are provided on the following basis:

·                      it the responsibility of the User to switch Value Added Features on and off where necessary to enable use of the feature;

·                      it is the responsibility of the User to insert correct internet address URL’s and recipient details in order to ensure that Value Added Features contain correct URL details and/or reach the correct recipient;

·                      the Company has no liability for any errors made in the use of any Value Added Feature;

·                      Value Added Features should be used in accordance with any protocol set by you and/or your Subscriber and you should take steps to ensure that any User complies with any such protocol

·                      the Company has no liability for any abuse by Users of any Value Added Feature and you should take steps to satisfy yourself as to whether Users are abusing the Value Added Features;

·                      While the Company makes every effort to ensure that all Value Added Features work in the manner in which they are expected to work the Company accepts no liability for any failure of any Value Added Feature to perform as described by the Company, to work within the time parameters set out by it or to deliver the correct information or to deliver to the correct recipient;

·                      Certain Value Added Features may not be available or might not be able to perform correctly where the recipient’s Services provider or mobile device does not support the use or delivery of the Value Added Feature.

Services Provider and Notices

The provider of the Services is the Company. Any notices to be given to the Company should be sent to its registered address. The Company may serve notice upon you at the postal address or e-mail address provided by you at registration. Notices shall be deemed delivered 3 days after posting if sent by pre-paid post or 24 hours after sending if sent by e-mail (unless the sender is correctly notified that the e-mail address is invalid).

Eligibility

The Services are made available only to Users (individuals, companies and other entities) who can form legally binding contracts under applicable law. If any User does not qualify, the Administrator must ensure that they do not use the Services. Any account opened with the Company may not be transferred or sold to a third party. You are deemed on completion of registration, to represent and warrant to the Company that you have the authority to bind such business entity to the terms of this Administrator Agreement, as the same may be modified from time to time.

Accounts and Payments

Unless the Subscriber is a pre-pay subscriber the Subscriber will normally be invoiced for use of the Services on the last day of each month. The invoice will be sent to your e-mail address as notified to the Company during registration. This invoice will show all use of the Services during the month to which it relates. If you do not receive an invoice, you are still responsible for payment on behalf of the Subscriber of the monies due to the Company.

The invoiced amount (unless already pre-paid) is due within 7 days of the invoice date, and if not discharged by such date the Company reserves the right to suspend the Subscriber’s use of the Services and without prejudice to any other rights and remedies that may be available to the Company to charge interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above HSBC Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

Fees

Fees for use of the Services are detailed in Click Here which is incorporated into these terms and conditions by reference. The Company may change its fee structure for use of the Services at any time and any such changes will become effective after the Company has provided you with 14 days notice of the changes by posting the new rates on the Site. The Company debits the costs of transmitted SMS Messages according to transmission logs. These logs are deemed correct and valid even if you have objected to the correctness of the accounting records, unless the Company’s investigations have produced evidence of a technical problem or error. As the Company cannot guarantee delivery of the SMS Messages and/or MMS Messages to recipients due to possible errors and outages on the part of mobile network providers, the Company will not refund the costs of undeliverable or undelivered SMS Messages and/or MMS Messages unless such non-delivery is solely due to our fault or the fault of our provider.

User Names and Passwords

On registration you will be registered as the Administrator. You will also be registered as a User and the terms and conditions specified in the User Agreement which are available to view Click Here will apply to you and by accepting this Administrator Agreement you also accept the terms and conditions of the User Agreement.

The Administrator has the ability to permit other people to use the Services on the Subscriber's account. As the Administrator you will be required to provide the Company with details of the persons who you are authorising to use the Services by giving the Company those persons' e-mail addresses and full names. As the Administrator you will remain liable for all use of the Services by you and the Users. It is your responsibility to ensure that Users can no longer access the Services on ceasing to be employed or engaged by or associated with the Subscriber. As the Administrator it is your responsibility to ensure that the details provided to the Company are correct and that the Users comply with these terms of business. You will also be responsible for ensuring that the Users make necessary changes to preliminary passwords and keep those passwords confidential.

If you have been authorised to use the Services as a User you are required to select a new password.

As a User, regardless of whether you have administration rights or not:

·          It is your responsibility to keep your user name and/or password private (the Company recommends that you change your password regularly and take other appropriate measures to prevent misuse or theft of your login information)

·          You are responsible for all actions taken with your username and/or password, including our charges

Therefore the Company does not recommend that you disclose your username and/or password to any third parties. If you lose control of your password, you may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately change your password.

For the avoidance of any doubt it is a fundamental term of the use of the Services by you that you agree and acknowledge that all activities at the Site which can be traced to your username and/or password are deemed as having been performed by you and are legally binding on you.

Legality

Any illegal use of the Services is strictly prohibited, including without prejudice to the generality of this clause, messages in breach of copyright, confidence, privacy or any other rights and in the form of messages containing any sexual, racist, discriminatory or threatening content and any such usage which may be considered to be harassment or discrimination to an individual or an organisation. You accept responsibility for your message content, in accordance with generally applicable laws. If you are the Administrator you will be responsible for your actions and the actions of all persons using the Services on your authority. The Company does not assume any liability for the content of any messages sent using the Services. You exempt the Company from any claim that may arise from third parties as a result of message content. You are to be held solely responsible. The Company reserves the right to exclude you from using the Services. You agree to indemnify and hold the Company (including but without limitation, our employees, directors and affiliates) harmless from any claim or demand made by any third party due to or arising out of any use of the Services and/or breach of these terms of business by (a) any person using the Services with your username and/or password and (b) in the case of the Administrator by any User.

Data Collection and Privacy Policy

In accordance with legal requirements, usage data is recorded for the necessary purposes of maintaining the Services. Please read and accept our Privacy Policy which is incorporated into these terms of use.

By electing to monitor transmissions of Users under this system you acknowledge that it is your responsibility to ensure that any such monitoring is undertaken strictly in accordance with the provisions of The Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (or any statutory replacement thereof) and any other applicable laws. You are reminded that monitoring of messages should only be carried out by you for (amongst other things) the following purposes:

To investigate or detect the unauthorised use of this system.

To ensure the effective operation of this system.

To ascertain whether standards that ought to be achieved by persons using this system are being met.

It is your responsibility to ensure that your staff are aware of the circumstances in which you may monitor messages sent using this system.

Risk

You use the Services entirely at your own risk save as expressly set out in any agreements between the Company and the Subscriber, yourself and/or Users.

It is your responsibility to ensure that Users make use of the Services and Value Added Features in accordance with the User Agreement and the Company accepts no responsibility for any failure by a User to use the Services or Value Added Features in accordance with the terms and conditions set out in the Subscriber, Administrator or User Agreement.

Liability

Our liability is as set out in the Agreement with the Subscriber.

The Company makes no warranties express or implied that the Site and the Services or the availability of the Site and the Services in any particular jurisdiction outside the United Kingdom is in compliance with any applicable laws or regulations. Accordingly if it is prohibited to make the Site and the Services available to you in your jurisdiction or to you (by reason of nationality, residence or otherwise) such Site and the Services is not directed at you. You accept that if you are resident outside the United Kingdom you must satisfy yourself that you are lawfully able to receive the Site and the Services in the country from which you are accessing the Site and the Services. The Company does not accept liability for any costs, losses or damages resulting from or related to the availability or content of the Site and the messages to persons in jurisdictions outside the United Kingdom or to persons who are nominees of or trustees for citizens, residents or nationals of other countries.

Governing Law

The agreement formed by your acceptance of these terms of use shall be governed in all respects by the laws of England and Wales. If any provision of these terms of use is deemed by a court of competent jurisdiction to be invalid such provisions shall be deemed to have been deleted from these terms and the remaining provisions shall remain in full force and effect.

Privacy Policy

By accepting the Administrator Agreement you agree to be bound by the Privacy Policy which is available to view at Click Here