THE USE OF SERVICES FROM SMSTREASURY, CONSTITUTES AGREEMENT TO THESE TERMS:
1. LIMITATION OF SERVICE
You may send SMS messages to your target recipients using the Smstreasury
Service. Smstreasury may provide access to the Service through a web-baced
interface, a desktop application, a plugin, or through any other mode.
Smstreasury in its sole discretion may withdraw or limit the Service or any
features thereof as it may deem fit. All SMS messages sent through the
Services will be stored and transmitted through Smstreasury Network.
As a reseller of Service, You may be: Provided with a readymade white-label
website under Your brand name, through which you may sell the Services to a
user, in accordance with these Terms;
•Able to create and manage templates;
•Able to on-the-fly sender name requests and approvals;
•Able to personalize your website with logo, banner and a web address (domain
name) of your choice, subject to availability;
As a User of Services, You will be: Able to send SMS messages in bulk to your
target recipient through the Services;
2. YOUR OBLIGATIONS
You will be responsible to:
•Maintain the security and integrity of Services and the Site;
•Comply with these Terms and any directions issued by Smstreasury from time to
•Safeguard any User ID and Password allocated to You. You shall be solely
liable for all acts, authorized or unauthorized and any use/misuse of the User
ID and Password and any actions occurring under your account, which shall be
deemed to be made by You;
•Comply with all relevant legislations, regulations and any directions issued
by a governmental or statutory authority, which applies to the provisioning of
Services to Your Customers , including but not limited to directions and
guidelines issued by Telecom Regulatory Authority of Nigeria;
•If You are a Reseller of the Services, You will be required to enter into a
definite agreement with Smstreasury. You will be required to comply with the
terms of such agreement in addition to these Terms;
•In case You are appointed as a Reseller of the Services, You will be solely
and personally liable for all acts and omissions of any user of Service to
whom You have provided access to the Smstreasury Service. For avoidance of
doubt, wherever in these Terms You are required to comply with an obligation,
you shall also ensure that a user of Service to whom you provide access to the
Service also complies with such obligation, as if such user were You.
You understand that there are inherent security risks associated with Internet
and other means of communications, therefore, any data transferred through use
of these communication means may be interfered with and accessed by
unauthorized third parties. You, therefore, agree to employ all security means
to protect such unauthorized interference and Smstreasury shall not be liable
in any manner in this regard.
3. PROHIBITED ACTS AND GUIDELINES
Our Services can be used for lawful purposes only. Transmission, distribution
or storage of any material through Service in violation of any applicable law
or regulation applicable in Nigeria is strictly prohibited. This includes,
without limitation, material protected by copyright, trademark, trade secret
or other intellectual property right used without proper authorisation and
material that is obscene, defamatory, constitutes an illegal threat, and
violates Export control laws or constitutes anti national activities.
You shall not upload, post or otherwise make available using Services any
material protected by copyright, trademark or other proprietary right without
the express permission of the owner of the copyright, trademark or other
proprietary right and the burden of determining that any material is not
protected by copyright or You are either the copyright owner or have
permission from the Copyright owner rests with You. You shall be solely liable
for any claims for damages arising or resulting from any infringement of
copyrights, proprietary rights, or any other harm resulting from such a
submission and always keep the Smstreasury indemnified from such claims.
•You shall use Services for lawful purposes only. You shall not post or
transmit using Services any material which violates or infringes in any way
upon the rights of others, which is unlawful, threatening, abusive,
defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane
or otherwise objectionable, which encourages conduct that would constitute a
criminal offence, give right to civil liability or otherwise violate any law,
or which, without the Smstreasury express prior approval. You are prohibited
from engaging in any conduct that restricts or inhibits other users from using
or enjoying the Services. You shall not use Services to advertise or perform
any commercial solicitation, including but not limited to, the solicitation of
users to become subscribers of other on-line information Services which is
competitive with the Services.
4. System and Network Security
•Violation of system or network security is prohibited, and may result in
criminal and Civil Liability. The Smstreasury will investigate incidents
involving such violations and may involve/will cooperate with law enforcement
agencies if a criminal violation is suspected. Examples of system or network
security violations include, without limitation, the following:
◦Unauthorized access to or use of data, systems or networks, including any
attempt to probe, scan or test the vulnerability of a system or network or to
breach security or authentication measures without express authorization of
the owner of the system or network.
◦Unauthorized monitoring of data or traffic on any network or system without
express authorization of the owner of the system or network.
◦Interference with Service to any user, host or network including, without
limitation, mailbombing, flooding, deliberate attempts to overload a system
and broadcast attacks.
◦Forgery of any identification or obscuring of hostnames, usernames, IP
addresses, or any message header information in any data.
◦Harassing or threatening transmissions.Probing for means of gaining
unauthorized access to computers or networks.Introducing or causing to
introduce any computer contaminant or computer viruses into system or network.
Introducing or causing to introduce any pornography material, SMS etc.
SMS Delivery Guidelines
• It is a condition of use of Services that You do not post or transmit or
allow any unlawful, threatening, abusive, libelous, defamatory, obscene,
vulgar, pornographic, profane or indecent information of any kind through
Service, including without limitation any transmissions constituting or
encouraging conduct that would constitute a criminal offence, give rise to
civil liability or otherwise violate any local, state, national or
international law; post or transmit any information, software or any other
material which violates or infringes upon the rights of others, including
material which is an invasion of privacy or publicity rights or which is
protected by copyright, trademark or other proprietary right, or derivative
works with respect thereto, without first obtaining permission from the owner
or right holder; post or transmit any information, software or other material,
which contains a virus or other harmful component; post, transmit or in any
way exploit any information, software or other material for commercial
purposes, or which contains advertising.
• You cannot use any sender Id to send SMS other then Your own name, or a
Company or firm's name owned or managed by You. If You use a sender Id other
than the one owned by You, Your account shall be terminated and all credits
will be set to zero. A formal complaint will also be lodged with the EFCC.
. You shall be solely responsible for messages sent through Sender ID used in
sending your message. You agree not to misuse this facility. In case it is
found that You are misusing this facility by sending a message on someone’s
name without their approval, it shall be treated as a breach of these Terms
and services and will be terminated forthwith. It shall be Your sole
responsibility to comply with the obligations mentioned herein and Smstreasury
will in no way be responsible for any such message and the subsequent fallout
resulting there from.
• Sending unsolicited SMS messages, including, without limitation, commercial
advertising and informational announcements, is explicitly prohibited.
Smstreasury has no control on the contents of the SMS sent and Smstreasury
shall not be held responsible/liable directly or indirectly neither for the
content of the SMS sent nor for any delay in delivery or non-delivery or for
any errors routed by Smstreasury through Smstreasury network.
• Smstreasury shall not be responsible in any manner due to errors caused on
account of internet delays, disconnection, time outs, routing problems etc.
•You shall use the facilities provided by Smstreasury for delivery of MT SMSthat
terminates only within Nigeria or to such countries as permitted by the
Smstreasury from time to time. You will not send unsolicited SMS (also
referred to as ‘spamming’) to your subscribers. All SMS sent by you using
Smstreasury Network must conform to IT Act and other relevant laws of
Nigeria or similar provisions as applicable in your country of operation.
Any violation of terms of this clause will be your sole responsibility.
• Smstreasury shall strive to deliver SMS to the Customer immediately upon its
receipt, However Smstreasury shall not be responsible for any delay, non
receipt of SMS or any other interruption in providing interconnection, which
may occur due to technical reasons or snags in the system, break down of
Smstreasury Network or any other equipment, server breakdown, maintenance shut
down, breakdown of communication services and such interruption are beyond the
control of Smstreasury. However, Smstreasury acknowledges that it will put in
its best endeavors to achieve the best success rate in delivery of the SMS
messages so routed through Smstreasury Network.
Length of SMS
•Single message size constitutes maximum upto 140 characters incase of a CDMA
SMS & 160 characters incase of GSM SMS including the header & footer submitted
to Smstreasury Network. Incase the message is larger than the aforementioned
characters, single message shall mean 134 characters in the case of CDMA SMS &
153 characters in the case of GSM SMS respectively.
5. PAYMENT & REFUND
•In consideration of Smstreasury forwarding the SMS through the Services, You
shall pay in advance the agreed amount per SMS + taxes ("Fees") as applicable
for SMS sent by You or a user.
•Smstreasury shall charge for all the SMS routed by Smstreasury through its
Network, irrespective of any delay, incomplete message and or non-receipt of
the message by the respective Customer to whom such SMS has been forwarded.
Smstreasury will notify any change in tariff to You through the Website. You
shall be solely liable to communicate such changes to users, and collect from
such users all charges payable to Smstreasury.
•The use of Platform is available only on a pre-pay basis. You will purchase
the pre-defined credits from Smstreasury for your use. The Credits will be
available in various denominations having specific values, which you can
purchase from Smstreasury. The number of MT SMS submitted by you or a user
shall be counted for settlement.
•Smstreasury will charge Taxes as applicable to the Services.
•Smstreasury shall not be responsible in any manner whatsoever to You or to
any other third party for delayed, incomplete and non-delivery of SMS due to
•You will not send any unsolicited/objectionable message to your Customers,
which is in contravention of any regulations and guidelines issued by Telecom
Regulatory Authority of Nigeria or any other international authority having
•You or users may not send any SMS to a Customer during the time period in
which restrictions are applicable as per Customer’s country’s laws.
Smstreasury may impose country specific time restrictions on the Services,
which may prevent delivery of any SMS.
•You are free to determine the nature of content of the SMS, however, such
content must not violate the restrictions imposed under these Terms.
•The Fees payable for Services are subject to change at the sole discretion of
•Smstreasury reserves the right to revise the fees, in case there is any
change in/revision of IUC for inter-operator termination charges. Such
revision in fees shall be binding on You as per the directions issued by the
b. No Refund Policy
Before agreeing to these Terms and starting any relationship with
Smstreasury, You are advised to test our Services. Smstreasury does not offer
any refund of money at any stage or in any condition once You agree to these
Terms, unless otherwise agreed in writing by the Smstreasury through a duly
Smstreasury will provide you an option to purchase a non-refundable pack of
50 credits to test the quality of Service. You may discontinue the use of
Service if you are not satisfied with the quality of Service during such
testing. In case, You continue to use the Service after exhausting this limit,
it will constitute Your binding acceptance to this No-refund Policy, and shall
also apply to a user to whom you may provide access to the Smstreasury
You will be provided with real time reporting for SMS sent by You through the
Service. For the purpose of calculation of Fees, Smstreasury will use the data
available at Smstreasury Network, which shall be final and binding on You.
7. TERM AND TERMINATION
These Terms shall come into force upon Your acceptance of these Terms and
shall remain in effect unless terminated earlier, in the manner provided
Smstreasury may terminate Your account at any time for any reason by giving
24 (twenty four) hours advance written notice to You.
Smstreasury may terminate Your account forthwith without any notice in the
•You commit a material breach of these Terms, and if capable of remedy, You
fail to remedy the breach within 15 (Fifteen) days of notice from Smstreasury
in this regard. Non-payment of Fees by due date shall be considered as a
material breach of these Terms.
•You have entered into a voluntary or compulsory liquidation, have a receiver,
administrator or administrative receiver appointed over all or any of Your
assets, or face any similar action in any jurisdiction.
•You have committed a Fraud or are in breach of any legislation, regulation or
direction issued by Government or any regulatory body.
In addition to the above, Smstreasury, without incurring any liability on its
part, may restrict Your right to send SMS to certain countries or through
certain operators, in the event, it is required by any Government rules,
guidelines or regulations; Smstreasury relation with concerned Operator/
Service Provider is terminated/ suspended, a Force Majeure event occurs, or
for any reason, which in the reasonable opinion of the Smstreasury mandates
imposition of such restriction.
8. CONSEQUENCES OF TERMINATION
•You shall immediately stop using the Services, the Site and Smstreasury IPR,
including but not limited to any domain name, logo, text, images, banners,
•The termination of these Terms shall not relieve You from any obligations
that accrued prior to the date of termination.
9. INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that Smstreasury and its licensors, own all legal
right, title and interest in the Smstreasury Website, Domain names, Trade
Marks, Copyright, Service, including any intellectual property rights which
subsist therein. Unless Smstreasury has authorised You in writing, nothing
contained in these Terms gives You a right to use any of Smstreasury Trade
Names, Trademarks, Logos, Domain Names, and other distinctive brand features.
You warrant and represent that You shall comply with all the applicable laws
and regulations including without limitation laws relating to data protection,
privacy, advertising, intellectual property, SPAM, etc., while performing Your
obligations under The Agreement. You further warrant and represent that You
shall use the Service, only in the manner permitted by the Smstreasury, and
shall not use the Platform that will result in any claims against the
Smstreasury, including any claims of Intellectual Property Right Infringement.
SMSTREASURY DOES NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
SERVICES, THEIR ERROR-FREE FUNCTIONING AND CONTINUED AVAILABILITY, AS IT IS
DEPENDENT ON EXTERNAL FACTORS AND THIRD PARTY SERVICE PROVIDERS. SMSTREASURY
DOES NOT WARRANT THAT ITS HARDWARE OR SOFTWARE (TECHNOLOGY) WILL BE FREE FROM
FAULT, ERROR, VIRUSES OR OTHER DEFECTS OR THAT SECURITY METHODS EMPLOYED BY
THE SMSTREASURY WILL BE SUFFICIENT REGARDING CORRECTNESS, ACCURACY OR
RELIABILITY OF THE SERVICES. SMSTREASURY SHALL NOT BE LIABLE IN ANY MANNER
WHATSOEVER, IF YOU ARE UNABLE TO SEND ANY SMS DUE TO WRONG/ INVALID TELEPHONE
NUMBER OR DUE TO ANY TECHNICAL REASONS.
SMSTREASURY MERELY ACTS AN INDEPENDENT FACILITATOR OF SERVICES AND DOES NOT
CONTROL THE CONTENTS OF ANY SMS WHICH YOU OR YOUR CUSTOMERS SEND THROUGH
SERVICE, THEREFORE, SMSTREASURY DISCLAIMS ALL ITS LIABILITIES IN RESPECT OF
THE CONTENT OF SUCH SMS AND THE VIOLATION OF ANY LEGAL OBLIGATIONS IN RESPECT
OF SUCH SMS BY YOU OR YOUR CUSTOMERS.
You agree to defend, indemnify and hold harmless the Smstreasury, its
affiliates and their respective directors, officers, employees and agents from
and against all claims and expenses, including attorney's fees, arising out of
or in relation to, including but not limited to:
•The use of Services by You or a user or any one else, who has been appointed
by You to manage the Service.
•The violation of these Terms including violation or breach of any obligation
by You or Your Affiliates, Users, Customers/ Subscribers, Agents, employees,
Directors, Managers, authorized representatives, etc.
•Breach of any Intellectual Property Rights or Proprietary Rights of any Third
Party by You or Your Affiliates, Users, Customers/ Subscribers, Agents,
employees, Directors, Managers, authorized representatives, etc.
•Any content or information sent through SMS using the Service.
13. LIMITATION OF LIABILITY
SMSTREASURY PROVIDES THE SERVICES ON AS IS AS AVAILABLE BASIS. Smstreasury
shall not be liable to You for any indirect, consequential or special damages
or economic loss which shall include loss of profits, infringements on data,
business, contracts, revenues, commissions, goodwill or anticipated savings
even if the same were foreseeable.
Nothing in this section shall exclude or limit the liability for death or
personal injury resulting from the negligence of a party.
Notwithstanding anything contained in these Terms, in no event Smstreasury
shall be liable to You or to any of Your users or to customers (i) in excess
of 10% of the amount it has actually received from You, in previous 3 months
period, in relation to any or all causes of action; or (ii) for any direct,
incidental, punitive, or consequential damages of any kind whatsoever.
Smstreasury respects your privacy and will keep your personal data in strict
confidence and shall not use it beyond the scope of this Agreement without
your written consent.
"Confidential Information" shall mean all information disclosed orally or in
writing by one party (or its parent, subsidiary or affiliated parties) to the
other and which is clearly identified by the disclosing party at the time of
disclosure as confidential information of the disclosing party, or which would
reasonably be deemed to be of a confidential or proprietary nature. Each party
shall safeguard Confidential Information utilizing the same degree of care it
utilizes in protecting its own confidential information. The obligations of
the recipient of Confidential Information set forth in this Section shall not
apply to the extent that:
•Such Confidential Information becomes generally available to the public other
than as a result of unauthorized disclosure by the recipient or persons to
whom the recipient has made the information available;
•Such Confidential Information has been released without restriction by the
disclosing party to another person or entity; or
•Such Confidential Information was received by the recipient on a non-
confidential basis, prior to receipt from such party, from a third party
lawfully possessing and lawfully entitled to disclose such information.
Further, the recipient may disclose Confidential Information pursuant to any
judicial or governmental request, requirement or order. The recipient shall,
however, take reasonable steps to give the disclosing party sufficient prior
notice to contest such request, requirement or order. Confidential Information
shall remain the property of the disclosing party, and shall be returned to
the disclosing party or destroyed upon request of the disclosing party.
The recipient shall keep the information confidential for a period of one
year after the termination of this agreement.
16. FORCE MAJEURE
Neither party shall be liable for any failure of, or delay in, performance
hereunder due to causes beyond its reasonable control, including, but not
limited to: acts of God, fire, explosion, vandalism, cable cut, storm or other
similar catastrophes; non-availability of Smstreasury Network or internet; any
law, order, regulation, direction, action or request of the government,
including state and local governments having jurisdiction over either of the
parties, or of any department, agency, commission, court, or other
instrumentality of such governments; national emergencies, insurrections,
riots or wars; or strikes, lock outs, work stoppages or other labor
difficulties. If any event of force majeure continues for a continuous period
of 30 (thirty) days, the non-defaulting party may, by written notice to the
other party, immediately terminate this Agreement.
You shall not be entitled to assign/ transfer Your rights, liabilities,
benefits and obligations under these Terms, without prior written consent of
the Smstreasury. Any purported assignment or transfer in breach of this
provision shall be void.
Smstreasury shall be entitled to assign/ transfer its rights, liabilities,
benefits and obligations under these Terms, to its associates, partners, group
companies, subsidiaries, holding companies and/or any other third
party/person/entity etc., as it may require.
18. LAW AND JURISDICTION
These Terms and the services hereunder shall be governed by the laws of
Nigeria. Any disputes and differences arising under or relating to these Terms
shall be resolved by arbitration as per Arbitration and Conciliation Act of
1996 by a single Arbitrator to be appointed by the Smstreasury. The venue of
Arbitration shall be choosen by Smstreasury in Nigeria. Any award rendered by
Arbitrator shall be final and biding on the parties and shall be enforceable
in any Court of competent jurisdiction.
Notwithstanding the foregoing, nothing in these Terms shall preclude a Party
from seeking interim or permanent equitable or injunctive relief, or both,
from any court having jurisdiction to grant the same. The pursuit of equitable
or injunctive relief shall not be a waiver of the duty of the Parties to
pursue any remedy for actual monetary damages through the arbitration
described in this Section.
•These Terms shall not be amended except by an instrument in writing executed
by both the parties.
•The parties are neither authorized to act as an agent, partner or legal
representative of the other party nor shall either party have the authority to
create any obligation on behalf of, in the name of, or binding upon, the other
•This Agreement supersedes and merges all prior agreements, promises,
undertakings, statements, representations, warranties, covenants and
inducements to the making of this Agreement relied upon by either party
herein, whether written or oral, and embodies the parties’ complete and entire
agreement with respect to the subject matter hereof.
•Nothing in this Agreement is intended to confer any rights or remedies on any
•If any term or provision of this Agreement be determined to be illegal,
unenforceable, or invalid in whole or in part, for any reason, such illegal,
unenforceable or invalid provision or part(s) thereof shall be stricken from
this Agreement and such provision shall not affect the legality,
enforceability, or validity of the remainder of this Agreement. If any
provision or part thereof of this Agreement be stricken in accordance with the
provisions of this section, then the stricken provision shall be replaced, to
the extent possible, with a legal, enforceable and valid provision that is as
similar in tenor to the stricken provision as is legally possible.
•The failure of Smstreasury to enforce or insist upon compliance with any of
the provisions of these Terms, or the waiver thereof, in any instance, shall
not be construed as a general waiver or relinquishment of any provision of