Terms & Conditions for Pre pay Subscribers

1.                    

1.1.              In these Conditions:-

“Administrator” means the representative of the Subscriber who has been registered as an administrator and who is subject to the terms of the Administrator Agreement found at Click here

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

“Bundle” means the pre-payment of charges package selected by the Subscriber for the provision of the Services;

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

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

“Controller” means the representative of the Subscriber who accepts these terms and conditions;

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

“IPR” means all patents, copyright, registered and unregistered design rights, topography rights, trade marks, domain name rights and applications for any of the foregoing, together with all trade secrets, know-how and any confidential information and other intellectual property rights in all parts of the world;

“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;

“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;

“Storage Area” means the storage area of a Subscriber and/or User located on the Site that stores MMS Messages, text, sound, images, videos and other data of the Subscriber and/or User where the Subscriber and/or User can control and/or manage such items and from where WAP Push Messages can be sent;

“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 Click here

“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.

2.                   Conditions Applicable

2.1                These Conditions shall apply whenever the Company supplies the Services to the Subscriber and shall govern the contract for the supply of the Services to the exclusion of all other terms and conditions.

2.2                No variation to these Conditions shall be binding unless agreed in writing by the Company.

2.3                The Services shall be supplied in accordance with the User Agreement, the Administrator Agreement and the Privacy Policy and by accepting these Conditions you agree to be bound by the User and Administrator Agreements and the Privacy Policy.

3                     Term & Payment

3.1                The payment details for the Services are as set out in the charges Click here

3.2                This Agreement shall automatically renew without interruption upon the Subscriber making further pre-payments in respect of the Charges.

3.3                Subscribers will be provided with an e-receipt in respect of payments made by them.

3.4                Subject to any special terms agreed, the Subscriber shall pay to the Company the Charges for the provision of the Services as provided for in clause 5. The Company reserves the right to vary the Charges for the Services as posted on the Site with such variation to take effect once any pre payment for which the Subscriber had credit prior to the posting of the new Charges on the Site has been used by the Subscriber. 

3.5                All Bundles purchased by the Subscriber will expire at the time shown against each Bundle and any unused messages contained in the Bundle will no longer be available for use unless a new message bundle is purchased.

4                     Use, Copyright and Title

4.1                All IPR in the Software and the Services shall, as between the Company and Subscriber, vest in the Company. The Subscriber shall not, nor will it authorise or assist others to:

4.1.1                 produce, manufacture, distribute or copy all or any of the Software;

4.1.2                 disassemble, reverse engineer, decompile all or any portion of the Software, except and only to the extent that such activity is expressly required by applicable law;

4.1.3                 modify, translate, or alter all or any of the Software.

4.2          The Subscriber will indemnify the Company in full against all loss, charges and expenses incurred by the Company as a result of the Administrators’ and/or Users’ and/or Subscriber’s failure to comply with this clause 4.

4.3          The Subscriber is licensed to use the Software on a non-exclusive, non-transferable basis for the purpose of utilising the Services in connection with its own business purposes but for no other purpose whatsoever.

4.4          All IPR in any material generated by the Subscriber as a result of using the Services shall vest, as between the Company and Subscriber, in the Subscriber.

4.5          The Subscriber will safeguard all the Company's rights in the Software and documentation relating to the Software and the Services.

4.6          Subject to this agreement the Company grants the Subscriber and/or Administrator and/or User only the right to use the Services in accordance with this agreement. The Subscriber and/or Administrator and/or User receive no rights to modify or reproduce the Services or any associated software.

4.7          The Subscriber may not resell or distribute the Services.  

5                     Charges

5.1                All payments for the use of the Services shall be by way of pre-payment of the Charges.

5.2                The Subscriber shall, at its option, select one or more of the pre-payment of Charges packages set out in Click here

6                     Responsibility for the Users and Use of the Services

6.1                The Subscriber is responsible for all use of the Services associated with the Users whether or not authorised by the Subscriber and whether or not such Services is used by Administrators and/or Users in accordance with the provisions of the User and Administrator Agreements. It is the Subscriber’s responsibility to ensure that Administrators and Users comply with the terms of their agreements with the Company and to prevent access to any Users or Administrators who cease to be employed or engaged by or associated with the Subscriber. The Subscriber is responsible for maintaining the confidentiality of the Administrators’ and Users’ user names and passwords used in conjunction with the Services. The Subscriber agrees to immediately notify the Company of any unauthorised use of the Services as soon as it becomes aware of it.

6.2                Other than using the Services as permitted under the terms and conditions of this Agreement or other written agreements between the Subscriber and the Company, the Subscriber may not rent, lease, resell, distribute make any commercial use of, use on a timeshare or use to operate websites or otherwise generate income from the Services. Subscriber may not reverse engineer, modify, decompile, translate or otherwise attempt to derive source from the Company or any software provided thereon except when expressly authorised by the Company to do so or provided as an API.

6.3                It is the Subscriber’s responsibility to check when its pre-payment of the Charges is running out and to make a further pre-payment in respect of the Charges in order to be able to continue using the Services although where possible the Company will send warnings by email and/or SMS Message and/or MMS Message that the Subscriber’s credit in respect of pre-payment of the Charges is running out.

6.4                The Subscriber shall not be able to use the Services when it has no credit on its pre-payment of the Charges and all Path Numbers issued to Users shall no longer apply.

7                     Responsibility for Data and the Content of Communication

7.1                The Subscriber is the sole owner of content and is solely responsible for the content of all SMS Messages and/or MMS Messages sent or received by the Users. The Subscriber is solely responsible for any unauthorised or illegal use of the Services by its Users. The Subscriber will not use the Services to send unsolicited mass mailings/marketing, surveys, pyramid schemes, chain letters or contests to any person who has not given specified permission to be included in such a process (commercial or otherwise).

7.2                The Subscriber agrees not to use the Services to communicate any messages or material that is harassing, trade libellous, unlawfully threatening, obscene or harmful to minors or is otherwise unlawful that would give rise to civil liability, is defamatory or that constitutes or encourages conduct that could constitute a criminal offence under any applicable law or regulation. Although the Company is not responsible for any such communications, the Company may suspend any such communications of which the Company is made aware of.

7.3                The Subscriber is solely responsible for ensuring the accuracy of the data it uses for the Services including entering the correct numbers for recipients.

7.4                The Subscriber acknowledges and agrees that the Company does not control or monitor the Subscriber’s content nor guarantee the accuracy, integrity, security or     quality of the Subscriber’s content.

8                     MMS Return Path Numbers and Return Path Numbers

8.1                MMS Return Path Numbers and Return Path Numbers (collectively in this Agreement “Path Numbers”) are only made available where they are rented by the Subscriber from the Company. Where any Path Numbers are rented by the Subscriber ownership of the Path Numbers remain with the Company and the Path Numbers are rented by the Subscriber and provided by the Company to Users solely on the following basis:

8.1.1                 where the Subscriber fails to pay the rent due in respect of any Path Numbers the rental of such Path Numbers will be immediately terminated and such Path Numbers returned to the Company ;

8.1.2                 where due to circumstances outside its control the Company can no longer supply any Path Numbers issued to a User such Path Numbers shall be returned to the Company and the Company shall issue replacement Path Numbers to the User as soon as reasonably possible but the Company shall have no liability for any messages which cannot be delivered for any period where Path Numbers are returned to the Company before new Path Numbers are provided;

8.1.3                 where any User exceeds a ratio of receiving five replies to any one SMS Message sent by a User (“Fair Use”) the Company in its sole discretion may charge the Subscriber for the receipt of any SMS Messages exceeding the Fair Use at the rate specified in the Company’s current pricing Click here for details

8.1.4                 where any Path Numbers are used for any illegal or immoral use then the Company may immediately suspend or terminate the rental of such Path Numbers;

8.1.5                 the Company has no responsibility or liability for the delivery or failure to deliver any messages sent to a User on a Path Numbers;

8.1.6                 the Company has no responsibility or liability for the content of any messages sent to Users on Path Numbers.

9                     Value Added Features

9.1                The Company provides a number of value added features in connection with the Services (the “Value Added Features”). Some of the Value Added Features are provided to Users free of charge and other features are provided for a charge as part of the overall Services selected by the Subscriber. For a list of Value Added Features and the details of the cost and features of any Value Added Feature please Click here.

9.2                The Subscriber is responsible for deciding which Value Added Features for which a charge is made by the Company are provided to Users or Administrators and is solely responsible for the cost and use of the same by Users and Administrators.

9.3                All Value Added Features provided, regardless of whether a charge is made for them, are provided on the following basis:

9.3.1                 it is the responsibility of Users to switch Value Added Features on and off to enable use of the feature;

9.3.2                 it is the responsibility of Users to insert correct internet address URL’s and recipient details to ensure that Value Added Features contain correct URL details or the correct recipient details;

9.3.3                 Subscribers are solely responsible for any errors made by Users or Administrators in the use of Value Added Features;

9.3.4                 Subscribers are solely responsible for any abuse by Users or Administrators of Value Added Features.

9.3.5                 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 the Company or to deliver the correct information or to deliver to the correct recipient.

9.3.6                 certain Value Added Features may not be available or perform correctly where the recipients service provider or mobile device cannot support the use or delivery of the Value Added Feature.

10                 Warranty of Services

10.1            The Company warrants that the Services and Value Added Features will be provided using reasonable skill and care but the Subscriber acknowledges that access to them may not be uninterrupted and that they may not be error free and reception could be subject to delays, in particular, but not only, as a result of the Services being provided by the public Internet.

10.2            Where any SMS Message and/or MMS Message has not been delivered by reason of the sole fault of the Company or its providers it shall re-credit the Subscriber in respect of any charges deducted from the Subscribers pre payment credit relating to such non-delivered SMS Message and/or MMS Message provided always that the Subscriber shall be required to provide to the Company details of the time, date and recipient number of the SMS Message and/or MMS Message to allow the Company to confirm non-delivery.  In no other circumstances will the Company be responsible to re-credit the Subscriber in respect of non-delivered Messages.

10.3            Where SMS Messages and/or MMS Message cannot be delivered the Company will upon request by the Subscriber provide the Subscriber with any information which is available in respect of the number of SMS Messages and/or MMS Message which have not been delivered and the reason(s) for non-delivery of the SMS Messages and/or MMS Messages.

11                 Services Security

11.1        The Company utilises industry accepted measures and standards to maintain the security and confidentiality of Subscriber’s content and identifiable information. The       Company hosts Subscriber content and information on a server that is secured by an authentication scheme and a firewall.

11.2        The Subscriber acknowledges and agrees that the Company cannot prevent and therefore is not responsible for inadvertent security breaches.

11.3            The Company cannot and does not warrant or guarantee that third parties will not intercept, interfere with, or access in an unauthorised manner, information or communications sent or received as part of the Services contemplated under this Agreement.

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