Service Terms and Conditions

Last changed: 7th Jul 2022

Thanks for choosing IT-Decision Telecom LLC (“DecisionTelecom”). We are making communicating with a business as talking to a friend. Please read these Terms and Conditions (referred to as these “Terms” or “Agreement”) carefully, as they form a part of the legal agreement between you and us in regards to the Services we offer. It is important that You understand Your responsibilities and the limitations to the services which You choose to use. Our services are diverse and as a result additional service specific terms may apply. If this is the case, these service specific terms shall become part of Our agreement.

Please use Our services responsibly. By using Our website or any of Our services, You agree to Our Terms. Take note that these Terms change from time to time. If You have used Our services before, You cannot assume that the Terms are still the same. You should review them on a regular basis as the same will be published online with the date of the last change noted.

  1. 1. Introduction

1.1. You wish to use DecisionTelecom services (meaning services as provided under these Terms; hereinafter “Service,” or the “Services”).

1.2. DecisionTelecom means IT-Decision Telecom OU, a company registered in the Estonia and whose registered office is situated at 7-636 Narva str, Tallinn 10117 (hereinafter „DecisionTelecom“; „We“; „Our“; „Us“).

1.3. You wish to use the Services and We are willing to make the Services available to You subject to and in accordance with these Terms.

  1. 2. Binding Effect

2.1. You are entering into a binding agreement. If You accept these Terms of use of Our Service on behalf of Your employer or another person, You confirm that You have the consent of Your employer or that person to act on their behalf. THESE TERMS APPLY TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON DECISIONTELECOM’S WEBSITE (www.decisiontele.com and/or www.it-decision.com), INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, You may be required to have certain hardware and software, which are Your sole responsibility.

2.2. You are not eligible to accept these Terms or use Our Services if You are not of legal age to form a binding contract with Us or if You are barred by law to use Our services.

2.3. In the event there is an agreement in place between You and DecisionTelecom for any or all Services used, such agreement shall have precedence of application before these Terms. 

  1. 3. The Service

The Service enables a Customer to use Our communication services as set out as part of Your online registration. Any such billable unit under the Services shall be referred in these Terms and Conditions as a “Chargeable Event”.

Any individual Service that You will use under these Terms shall be provided in accordance with the respective particulars, that You accept, as found below under section 3.1 (the “Service Description“). By accepting these Terms, You accept the application of the Service Description and confirm that you are familiar with them. DecisionTelecom reserves the right to change or modify the Service Description at any time and in its sole discretion.

  1. 3.1. Service Description

DISCLAIMER

DecisionTelecom does not warrant the availability of listed Channels in each country. Geographic coverage of Channels by country shall be agreed upon separately between the DecisionTelecom representative and the Customer.

COMMUNICATION SERVICES

SMS

1. Service Description

DecisionTelecom Services include a solution that shall enable the CLIENT to deliver mobile terminated SMS (SMS MT) through the Platform.

DecisionTelecom Services include:

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the Platform to receive traffic generated by CLIENT and the handling and routing of such SMS traffic, as well as traffic received from the Network Operators for the CLIENT (if applicable);
  • Billing of such SMS traffic processed by DecisionTelecom;
  • Technical Support.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the Platform is tested and operational;
  • Route SMS traffic generated by CLIENT to available Network Operators;
  • Route SMS traffic originating from the Network Operator End Users to the CLIENT’s information system (if applicable);
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom;
  • Manage all contractual relationships with Network Operators to ensure the operability of the DecisionTelecom Services.

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical forms and requests provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to route SMS traffic to the Platform;
  • Ensure that an appropriate Service Request shall first have been received from the End User;
  • Create and maintain at its own expense an updated database containing respective Service Requests as well as Requests for End Users receiving each message processed by DecisionTelecom, and
  • Retain for the necessary period under the applicable law evidence that each message sent to that End User was sent in response to a Service Request that had been subject to proper validation;
  • Provide such evidence to DecisionTelecom upon written request giving 5 days’ notice;
  • Ensure under no circumstances to send Unsolicited SMS (SPAM) to the DecisionTelecom messaging Platform (web-interface);
  • Announce a larger volume of traffic a few days in advance; and fulfill all its payment obligations.

2. Chargeable event and other SMS Particulars 

“MT Chargeable Event” means SMS sent by CLIENT to DecisionTelecom which is subject to Successful Submit by DecisionTelecom to destination Network Operator;

“Network Operator” means any company operating a GSM or CDMA-based mobile telephony network, offering mobile telephony services to its subscriber base;  

“Successful Submit” means DecisionTelecom accepts the SMS sent from the CLIENT and validate the SMS before submitting SMS for onward routing. DecisionTelecom shall return Successful Submit to the CLIENT to register SMS has been successfully submitted for routing and then delivered by Network Operator to End-User. SMS which does not pass DecisionTelecom’s validation tests is rejected and error message returned to the CLIENT.

HLR (Number Lookup)

1. Service Description  

DecisionTelecom Services feature a solution that shall enable CLIENT to improve delivery rates of their traffic to mobile Network Operator subscribers worldwide, including (according to a service package assigned to the client):

  • Number availability;
  • Portability indication (if available);
  • Roaming indication.

DecisionTelecom Services include:

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the Platform to query available Network Operator Home Location Register (HLR) for such information;
  • Billing of such traffic processed by DecisionTelecom;
  • Technical Support.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the Platform is tested and operational;
  • Route HLR traffic generated by CLIENT to available Network Operators;
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom;
  • Manage all contractual relationships with Network Operators to ensure the operability of the DecisionTelecom Services.

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical forms provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to route HLR (Number Lookup) traffic to the Platform;
  • Use DecisionTelecom Service only for internal purposes without providing any received information to Third Parties;
  • Fulfil all its payment obligations.

2. Chargeable Event and other HLR (Number Lookup) Particulars

“Chargeable Event” means each HLR Request submitted by DecisionTelecom to the Network Operator; 

“Network Operator” means any company operating a GSM or CDMA-based mobile telephony network, offering mobile telephony services to its subscriber base;

“HLR Request” means the query to the Network Operator HLR database producing detailed information for a mobile number;

VIBER 

1. Service Description

DecisionTelecom Services (as defined in the Agreement) features a solution that shall enable CLIENT to deliver mobile terminated Service Messages to the Viber Platform through the DecisionTelecom Platform. 

DecisionTelecom Services include: 

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the DecisionTelecom Platform to receive Viber traffic generated by CLIENT and the handling and routing of such Viber traffic to the Viber Platform;
  • Billing of such Viber traffic processed by DecisionTelecom; 
  • Technical support.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the DecisionTelecom Platform is tested and operational;
  • Route Viber traffic generated by CLIENT to the Viber Platform;
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom;
  • Manage all contractual relationships with Viber to ensure the operability of the DecisionTelecom Services. 

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical and contractual forms provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to route Viber traffic to the DecisionTelecom Platform;
  • Create and maintain at its own expense a database of Viber Users receiving each Service message processed by DecisionTelecom;
  • Ensure under no circumstances to send Unsolicited Service Messages (SPAM) to the messaging Platform;
  • Announce a larger volume of traffic a few days in advance; 
  • Fulfil all its payment obligations.

2. Chargeable Event and other Viber Particulars

“Chargeable Event” means Viber Messages sent by CLIENT to DecisionTelecom which is subject to successful delivery by DecisionTelecom to End -User. 

“Session Chargeable Event” means each session initiated by the End-User within CSW. Viber defines a conversation as a fixed 24-hour session during which CLIENT can send up to 60 Session type messages. Only session-based message types will be billed per conversation rate once a session is in progress. All other message types can still be used within a session but will be billed at a regular rate. 

“Customer Support Window (CSW)” means period of 24 hours starting from the last Viber MO message received by the CLIENT through DecisionTelecom Platform, sent by Viber User using Viber App;

“Minimal Monthly Commitment fee (MMC)” means a fee applied to the CLIENT in a month, per each active sender (Service ID), for which the CLIENT will pay a prescribed monthly fee. In case the CLIENT sends more messages than included in the minimum monthly consumption, CLIENT will only be charged for the delivered messages.

“Viber” shall mean Viber Media S.a.r.l., a limited liability company (societe a responsabilite limitee) incorporated in the Grand Duchy of Luxembourg under number B184956 and whose principal place of business is at 2, rue du Fosse, L-1536 Luxembourg, Grand Duchy of Luxembourg;

“Viber App” shall mean a mobile first, platform developed by Viber that consists of a VoIP system, messaging service, groups and other means of interaction which can be installed on a mobile, tablet or desktop devices;

“Viber Platform” shall mean the server, hardware, software and other equipment that Viber uses in connection with performance or the Services;

“Viber Traffic” shall mean the CLIENT Services provided to CLIENT’s Viber Users via the Viber Platform and Viber App;

“Viber User” shall mean an End-User who has downloaded the Viber App to his device and has expressed its consent to receive Viber Traffic from Client.

“Network Operator” shall mean Viber as defined above.

CLIENT agrees and acknowledges specific traffic limitations may be imposed from time to time by Viber and, in turn, DecisionTelecom must apply the same to CLIENT in respect of the Viber Traffic. DecisionTelecom shall notify CLIENT about the same as soon as reasonably possible which notice shall be accompanied by a formal Viber document confirming the limitations. 

At DecisionTelecom’s request, CLIENT shall submit to DecisionTelecom appropriate confirmation and evidence that any and all documentation such as agreements or other compliance materials requested by DecisionTelecom has been duly signed and executed by the CLIENT, particularly before access to the Service was given to Third Parties – such as, but not limited to Viber’s warranty letter, Data Processing Agreement, EULA or otherwise.

VIBER BOT

1. Service Description 

DecisionTelecom Services features a solution that shall enable CLIENT to deliver mobile terminated messages to the Viber Bot Platform through the DecisionTelecom Platform as well as processing messages received from the Viber Platform.

DecisionTelecom Services include:

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the DecisionTelecom Platform to receive Viber Bot traffic generated by CLIENT and the handling and routing of such Viber Bot traffic to the Viber Platform;
  • Billing of such Viber Bot traffic processed by DecisionTelecom;
  • Provide technical support.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the DecisionTelecom Platform is tested and operational;
  • Route Viber Bot traffic generated by CLIENT to the Viber Platform;
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom;
  • Manage all contractual relationships with Viber to ensure the operability of the DecisionTelecom Services;

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical and contractual forms provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to route Viber Bot traffic to the DecisionTelecom Platform;
  • Create and maintain at its own expense a database of Viber Bot Users receiving each message processed by DecisionTelecom;
  • Ensure under no circumstances to send unsolicited messages (SPAM) to the messaging platform;
  • Announce a larger volume of traffic a few days in advance;
  • Fulfil all its payment obligations.

2. Chargeable Event and other Viber Bot Particulars

“Chargeable Event” means each Outbound Message delivered outside of CSW;

“Outbound Messages” – shall mean all types of messages sent by the CLIENT to Subscribers of the Viber Bot through a Bot. 

“Customer Support Window (CSW)” means period of 24 hours starting from the last Viber Bot message received by the CLIENT through DecisionTelecom Platform, sent by Viber Bot User using the Viber App;

“Viber” shall mean Viber Media S.a.r.l., a limited liability company (societe a responsabilite limitee) incorporated in the Grand Duchy of Luxembourg under number B184956 and whose principal place of business is at 2, rue du Fosse, L-1536 Luxembourg, Grand Duchy of Luxembourg;

“Viber App” shall mean a mobile first, platform developed by Viber that consists of a VoIP system, messaging service, groups and other means of interaction which can be installed on a mobile, tablet or desktop devices;

“Viber Platform” shall mean the server, hardware, software and other equipment that Viber uses in connection with performance or the Services;

“Viber Bot Traffic” shall mean the CLIENT Services provided to CLIENT’s Viber Users via the Viber Platform and Viber App;

“Viber Bot User” shall mean an End-User who has downloaded the Viber App to his device and has expressed its consent to receive Viber Bot Traffic from Client.

“Network Operator” shall mean Viber as defined above.

“Viber Policies” shall mean the then in-effect terms and conditions and/or policies which apply to any user or entity using the Viber App and available at viber.com.

CLIENT agrees and acknowledges specific traffic limitations may be imposed from time to time by Viber and, in turn, DecisionTelecom must apply the same to CLIENT in respect of the Viber Bot Traffic. DecisionTelecom shall notify CLIENT about the same as soon as reasonably possible which notice shall be accompanied by a formal document confirming the limitations. 

WHATSAPP 

1. Service Description 

DecisionTelecom Services features a solution that shall enable CLIENT to deliver mobile terminated messages to the WhatsApp Platform through the DecisionTelecom Platform.

DecisionTelecom Services include:

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the DecisionTelecom Platform to receive WhatsApp traffic generated by CLIENT and the handling and routing of such WhatsApp traffic to the WhatsApp Platform;
  • Billing of such WhatsApp traffic processed by DecisionTelecom.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the DecisionTelecom Platform is tested and operational;
  • Route WhatsApp traffic generated by CLIENT to the WhatsApp Platform;
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom;
  • Manage all contractual relationships with WhatsApp to ensure the operability of the DecisionTelecom Services.

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical and contractual forms provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to route WhatsApp traffic to the DecisionTelecom Platform;
  • Create and maintain at its own expense a database of WhatsApp Users receiving each message processed by DecisionTelecom;
  • Ensure under no circumstances to send unsolicited messages (SPAM) to the messaging Platform;
  • Announce a larger volume of traffic a few days in advance;
  • Fulfil all its payment obligations.

2. Chargeable Event and other WhatsApp Particulars

“Chargeable Event” means WhatsApp messages sent by CLIENT to DecisionTelecom Platform and which will be charged on a per conversation basis. WhatsApp defines a conversation as a fixed 24-hour session of unlimited messaging between a person and a business. The 24-hour conversation session begins when:

  • A business-initiated message is delivered to a user, outside of a 24 hour customer-care window (business-initiated conversation).
  • A business reply to a user message is delivered within the 24 customer-care hour window (user-initiated conversation).

In both cases, the conversation session begins when the business’ message is delivered. When businesses initiate messages to users (templated messages), this will initiate a conversation, regardless of whether users reply to that message within the next 24 hours. There is no limit on the number of messages a business and a user can exchange in a single 24-hour conversation session.

“Customer Support Window (CSW)” means period of 24 hours starting from the last WhatsApp MO message received by the CLIENT through DecisionTelecom Platform, sent by WhatsApp User using WhatsApp App;

“Free Form Message (FFM)” means any non HSM message sent by the CLIENT to WhatsApp User using WhatsApp App over DecisionTelecom Platform. Free form Messages can be sent solely during Customer Support Window;

“Highly Structured Message (HSM)” means a message template the CLIENT shall use when initiating conversation with MAU. Every HSM shall be approved by WhatsApp before it can be used;

“Monthly Active User (MAU)” means each WhatsApp User using WhatsApp App which has received HSM or FFM sent by the CLIENT using DecisionTelecom Services in one calendar month;

“Network Operator” means WhatsApp as defined below;

“WhatsApp” shall mean WhatsApp Inc., a limited liability company incorporated in the United States of America and whose principal place of business is at 1601 Willow Road, Menlo Park, CA 94025, United States;

“WhatsApp App” shall mean a mobile first, platform developed by WhatsApp that consists of a VoIP system, messaging service, groups and other means of interaction which can be installed on mobile devices;

“WhatsApp Platform” shall mean the server, hardware, software and other equipment that WhatsApp uses in connection with performance or the Services;

“WhatsApp MO Message” means each message sent by the WhatsApp user using WhatsApp App through DecisionTelecom Platform to the CLIENT;

“WhatsApp Traffic” shall mean the CLIENT Services provided to CLIENT’s WhatsApp Users via the WhatsApp Platform and WhatsApp App; 

“WhatsApp User” shall mean an End-User who has downloaded the WhatsApp App to his/her device and has expressed its consent to receive WhatsApp Traffic from Client. Each WhatsApp user is defined by the MSISDN used to register in WhatsApp App.

WhatsApp Terms of Use:

CLIENT also accepts and acknowledges the below terms as issued and amended from time to time by WhatsApp and to be also applied to CLIENT’s usage of the WhatsApp Service under this Agreement.

WhatsApp Business Solution Policy (found at https://www.whatsapp.com/legal/business-solution-policy/)

WhatsApp Business Solution Terms (found at https://www.whatsapp.com/legal/business-solution-terms/)

RCS (Rich Communication Service)

1. Service Description 

DecisionTelecom Services include a solution that shall enable the CLIENT to deliver mobile terminated RCS and receive mobile originated messages from the End Users of multiple mobile Network Operators worldwide through the Platform in form of free text, images, suggestion (postback of the message degined within the MT), location (latitude, longitude) a file or otherwise.

DecisionTelecom Services include:

  • Connectivity between CLIENT’s information system and the DecisionTelecom Platform;
  • Configuration of the Platform to receive traffic generated by CLIENT and the handling and routing of such RCS traffic, as well as traffic received from the Network Operators, Google or other RCS enablers, for the CLIENT (if applicable);
  • Billing of such RCS traffic processed by DecisionTelecom;
  • Technical Support.

In the provision of the DecisionTelecom Services, and in addition to the provisions set forth under the Agreement, DecisionTelecom shall:

  • Ensure that connectivity between CLIENT’s information system and the Platform is tested and operational;
  • Route RCS traffic generated by CLIENT to available Network Operators, Google or other RCS enablers as required;
  • Route RCS traffic originating from the Network Operator End Users to the CLIENT’s information system (if applicable);
  • Invoice CLIENT for all DecisionTelecom Charges relative to the provision of the DecisionTelecom Service;
  • Manage all contractual relationships with Network Operators, Google or other RCS enablers to ensure the operability of the DecisionTelecom Services.

Without prejudice to the obligations of the CLIENT, CLIENT further undertakes to:

  • Provide all the configuration information through the proper completion of all technical forms provided by DecisionTelecom;
  • Ensure that its own information systems are properly configured to:

i. route RCS traffic to the Platform,
ii. receive inbound traffic from the Platform (if applicable);

  • Ensure that an appropriate opt-in shall first have been received from the End User;
  • Create and maintain at its own expense an updated database containing respective Service Requests as well as OPT OUT/STOP Requests for End Users receiving each message processed by DecisionTelecom

i. Retain for the necessary period under the applicable law evidence that each message sent to that End User was sent in response to a Service Request that had been subject to proper validation;
ii. Provide such evidence to DecisionTelecom upon written request giving 5 days’ notice;

  • Ensure under no circumstances to send Unsolicited RCS (SPAM) to the messaging Platform;
  • Announce a larger volume of traffic a few days in advance;
  • Fulfill all its payment obligations.

2. Chargeable event and other RCS Particulars 

“Chargeable Event” or „MT Chargeable Event“ means RCS sent by CLIENT to DecisionTelecom which is successfully delivered by DecisionTelecom to the End-User;

“MO Chargeable Event” shall mean RCS sent by the End User which is successfully accepted by DecisionTelecom Platform;  

“Network Operator” means any company operating a GSM or CDMA-based mobile telephony network, offering mobile telephony services to its subscriber base;  

“Rich Communication Services” is a communication protocol between mobile-telephone carriers and between phone and carrier which enables to transmit messages containing multimedia content, rich text and other capabilities which may vary depending on the Operator(s);

“Rich SMS” means the message sent to and from telephones whose content comprises words, numbers, rich text, multimedia or other;

“Successful Submit” means DecisionTelecom accepts the RCS message sent from the CLIENT and validates the RCS message before submitting it for onward routing.  DecisionTelecom shall return Successful Submit to the CLIENT to register RCS message has been successfully submitted for routing and then delivered by Network Operator to End-User. Any RCS message which does not pass DecisionTelecom’s validation tests is rejected and error message returned to the CLIENT. 

VOICE SIP TRUNKING

1. Service Description

DecisionTelecom SIP Trunking services enables the CLIENT to initiate outbound calls from its voice capable platform to destination numbers (subscriber numbers of landline or mobile telephony) using DecisionTelecom Platform. Client platform is integrated with DecisionTelecom platform using SIP protocol and Static-Public IP address on both sides.

SIP Trunking comprises the following:  

  • Technical support;
  • Upon request of the CLIENT provision of Voice Number to be used as a caller ID and presented to called destination phone number;
  • Billing of such services provided by DecisionTelecom.

2. Chargeable Event and other SIP TRUNKING Service Particulars 

The CLIENT shall pay a monthly fee for each leased DecisionTelecom Voice Number, as agreed between the Parties, in accordance with this Agreement.

“Client Platform” is the system Client uses to operate Client services

“Chargeable event” shall mean 60 second of each established call, answered by end user or answering machine, unless otherwise agreed between the parties. 

“Caller Id” means phone number of the End-User and / or phone number allocated by CLIENT to be shown to the End-User. Presentation of the caller ID shall depend on the Network Operator capabilities;

“Network Operator” means any company operating a GSM-based mobile and landline telephony network, offering mobile telephony services to its subscriber base;

“SIP protocol” Session Initiation Protocol (SIP) is a signalling protocol used for initiating, maintaining, modifying and terminating real-time sessions like voice calls over internet.

“IP address” means an identifying number for network hardware connected to a network. IP address allows a device to communicate with other devices over Internet. 

“Static-Public IP address” means is a permanent number assigned to a device, by an IP address service provider globally reachable over Internet, which CLIENT has to procure on his own behalf.

“Voice Number” means a phone number leased by DecisionTelecom from Network Operators and subleased to CLIENT. CLIENT shall be allowed to use Voice number to receive Inbound call from End-Users or as a Caller ID on Outbound calls depending of the local telecom regulations in the market of interest.

“Outbound call” means a call initiated by the CLIENT which DecisionTelecom Platform shall route to Network Operator in order to be terminated towards the End-User.

  1. 4. Availability and Interruption of the Service

4.1. We will make the Services available to You using reasonable skill and care. You do however acknowledge and agree that the availability of the Services, Your ability to access and/or use the Services and the conducting of any given Chargeable Event may depend upon factors beyond Our reasonable control, including (but not limited to):

Factors affecting the operation of the Services and/or preventing Chargeable Event from being successfully conducted such as, by way of example, geographical or topographical shortcomings in the network of any telecommunications network operator (“Network Operator”), network capacity, physical obstructions or atmospheric conditions; or

Factors preventing end-users from receiving Chargeable Events such as, by way of example, the terms and conditions of an end-user’s service provider.

4.2. We cannot therefore guarantee:

  • That the Services will be available to You at all times or free from faults or interruptions;
  • The receipt by any intended recipient of any Chargeable Event sent using the Services (as applicable).

4.3. We will not be in any way liable for any failure to make the Services available to You to the extent that such failure results from a technical or other failure on the part of any Network Operator or any other event which is beyond Our reasonable control. We provide all services “as is” and “as available”, and We hereby do not warrant, represent or guarantee, whether expressly or by implication, that any Services are free of errors or interruptions, always available, fit for any purpose, secure or do not infringe any third party rights.

4.4. We may, at Our sole discretion, alter or improve the Services We provide to You at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.

4.5. It may be necessary from time to time for Us to suspend the Services that We provide to You for routine or emergency maintenance and/or repairs and We will, in so far as it is reasonably possible, provide You with a reasonable period of notice prior to any such suspension.

We may at Our sole discretion suspend Your access to the Services and/or cease to allow any Chargeable Events to be conducted by You at any time. We are entitled to terminate these Terms for any reason, in which case We will give You appropriate notice as soon as is reasonably possible.

Should Your account utilized in the provision of DecisionTelecom Service be inactive through a period of 6 (six) months it remains in DecisionTelecom’s discretion to suspend DecisionTelecom Services to You. You can reactivate the account with a request to DecisionTelecom sent 3 (three) working days prior to the required reactivation.

  1. 5. Account, Passwords and Security

5.1. In order to provide Our services, We may require certain information. You must ensure that the information is complete and accurate. We may suspend or terminate any service if You give information that is not complete and accurate. You warrant that all information You provide to Us is complete and accurate and You indemnify DecisionTelecom against any liability that may arise as a result of Your failure to provide complete and accurate information. You must immediately notify Us if any of Your information changes.

5.2. We will provide You with a user name or customer ID or ask You to choose authentication credentials for each account. We may change, cancel or suspend Your account, which You will be notified about.

5.3. You:

  • must keep Your username, customer ID, password, ApiKey, login token or any other secret authentication credential confidential;
  • must not circumvent, or attempt to circumvent, Our user authentication systems;
  • must inform Us immediately of any unauthorized use of Your account or any other breach of security, including suspected doubts of such scenarios;
  • are entirely responsible for all payments and any activities that occur on Your account;
  • are liable for any damage, loss or costs that we or any third party may sustain as a result of any of your actions, or any actiony use of Your authentication credentials, account name or account information by a third party or as a result of Your violation of this section.
  • are responsible for authorized and unauthorized use of Your account in case any of the security recommendations (point 5.4) are not or had not been implemented from Your behalf at the moment of questionable activity on Your account (i.e. in scenarios where, due to Your inability to implement maximum security measures available at your disposal, a potential unauthorized activity had taken place). This includes (list not exhaustive): service login, subsequent data insight, sending messages traffic, payments. Responsibility for these activities includes assuming liability for any damage, loss or costs that DecisionTelecom or any third party may sustain as a result of these activities;
  • must cooperate with Us during the resolution of potential unauthorized use of Your account, regardless of its cause and source of initial reporting.

5.4. You are mandated to follow Security recommendations (depending on the channels / Services used), provided by Account Manager and Technical Team. For any questions, as well as in case of security compromise of your authentication credentials (username & password, ApiKey), You should contact DecisionTelecom immediately via support@it-decision.com

  1. 6. Confidentiality and Data Protection

6.1. You will at all times keep confidential all information acquired as a consequence of using Our Services, except for information already in the public domain or information which You are required to disclose by law, requested by any Regulator or reasonably required by Your professional advisors for the performance of their professional services. When using Our Services, you shall comply with all laws and regulations applicable to the use of the Services and with Our Terms or any other terms as agreed between us.

6.2. Please refer to Our Privacy Notice for details on personal data processing with respect to Our Services.

6.3. With respect to the processing of personal data of your end-users that you provide to us through our Services, You are the controller and DecisionTelecom is the processor. You guarantee that you have obtained all required and valid consents under the applicable data protection laws and regulations (such as the EU General Data Protection Regulation) as required for the processing of personal data by DecisionTelecom for the performance of our Services. DecisionTelecom will process that personal data only upon Your instructions and in accordance with the data processing agreement. If you wish to enter into a data processing agreement with DecisionTelecom, a pre-signed version of our data processing agreement can be provided by your Account Manager. The completed and signed data processing agreement should be sent to DecisionTelecom via email. It will become legally binding upon receipt of the duly completed and signed data processing agreement.

6.4. By registering on the DecisionTelecom platform (https://web.it-decision.com) You agree to receive informational and promotional messages through SMS, Viber, WhatsApp and other convenient ways.

  1. 7. Support services

Unless We agree otherwise in writing, We will provide on-line technical support via email in respect of the Service available to You at the following e-mail address: support@it-decision.com

  1. 8. Customer Charges and Payment

8.1. You agree to pay all Charges due to Us in respect of making the Service available to You and Your access to and use of the Service (“Customer Charges”) by the prepayment method and in accordance with the terms as set hereof.

8.2. You agree to pre-purchase credits for each month of the Agreement or such other period as is agreed between us, in which case We will allocate to You a corresponding credit. Each Chargeable Event that You conduct using the Service will therefore reduce the value of the credits available to You by the corresponding amount.

8.3. Any change in prices that might occur for one or more destinations shall be communicated do You via email and/or noted on our website.

8.4. You shall be solely responsible, by seeking adequate Chargeable Event credit allocation(s) and checking Your remaining available Chargeable Event credit level on Our website, for ensuring that You have enough Chargeable Event credits to meet Your requirements from time to time and We shall not be in any way responsible or liable in the event that You have insufficient Chargeable Event credits to meet Your requirements, and/or have exceeded Your Chargeable Event credit allocation(s), for any period.

8.5. For the avoidance of doubt, a Charge will be incurred for every Chargeable Event conducted by You regardless of whether it is successfully delivered.

8.6. If You do not pay any Customer Charges in accordance with the applicable payment terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allow any Chargeable Event to be conducted by You until further payment is received by Us which fully covers any unpaid Charges.

8.7. You are responsible for the payment of all bank and finance charges. Please ensure that the amount received on Our bank account, after deductions, corresponds to the full amount you owe Us.

8.8. You will not be able to receive any refund for the payment made (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable customer protection laws.

  1. 9. Marketing

Parties hereby grant each other the right to use and display each other’s name and logo („Trademarks“) for promotional means on the respective websites or other promotional material, however, restricted solely in connection with the services provided under this Agreement. Any usage under this clause shall be done according to the proprietor Party’s guidelines as they may be provided from time to time. Neither Party shall use the other Party’s Trademarks in any manner that will disparage, harm or otherwise damage the other Party’s goodwill in its Trademarks. The Party using the Trademarks shall not, at any time, misuse the same or present itself as an affiliate or other legal agent of the Party whose Trademarks are being used. Any rights and linked usage of Trademarks granted under this Section shall be immediately discontinued in the event this Agreement is terminated.

  1. 10. Rules of Use

10.1. You warrant that You will not:

Use the Services or permit the Services to be used to send Chargeable Events to any end-user for marketing purposes without that end-user’s explicit request for, or prior consent, to receiving them. If you are sending any Chargeable Event for commercial purposes to any of Your end-users, You must abide by the telephone marketing practices of the end-users’ jurisdiction, including but not limited to, obtaining prior express written consent from those end-users, and give all end-users the right to opt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s election to opt out);

Use the Services or permit the Services to be used to convey Chargeable Events to any end-user, with a frequency and in numbers which are excessive in Our reasonable opinion;

Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose;

Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, illegal, abusive, obscene or menacing character or nature;

Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or

Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.

10.2. You will at all times during the duration of the Agreement:

Send only Chargeable Events that comply with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offense in view of the generally prevailing standards of decency and propriety from time to time;

Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Services;

Comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator; and

Not act in any manner likely to bring Us, the Service or any Network Operator into disrepute.

10.3. In the event DecisionTelecom has reason to believe CLIENT content being transmitted is unauthorized, prohibited, in any way illegal or otherwise not allowed, DecisionTelecom has the take any steps or measures necessary to safeguard both DecisionTelecom’s as well as the Network Operator’s security. Furthermore, DecisionTelecom shall not be liable or obligated to deliver such messages to the End-User(s) nor shall the CLIENT be entitled to seek refunds, chargebacks or other forms of compensation in relation to the messages from this section.

10.4. You will, upon request, provide Us or any Network Operator or Regulator with any information relating to Your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete.

10.5. You will not state or imply any approval by Us of any particular Chargeable Event that You send using the Services or refer to Us in any way without Our prior written approval.

10.6. Where requested by Us, You will promptly provide Us with a representative Forecast of Your Service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements.

10.7. We may, at Our sole discretion cease to convey, and You will promptly cease to transmit at Our request, any Chargeable Event.

10.8. You warrant that You are the sole owner or licensor of all rights in Your End-User Data or You have obtained all necessary rights, licenses and consents from all relevant third parties to enable You, Us and Our sub-contractors to use the End-User Data for the purposes of the Agreement.

10.9. CLIENT represents and warrants to DecisionTelecom that it shall, when using the DecisionTelecom Services in order to reach End-Users in South Africa, comply with the Wireless Application Service Providers Association’s (WASPA) Code of Conduct in force from time to time (https://waspa.org.za/code-of-conduct/17-2/). The Code of Conduct is primarily aimed at consumer protection with specific references, which primarly include but are not limited to, consumer consent and permission to direct marketing, prohibited times for direct marketing and consumers’ rights and mechanisms to opt-out from any future direct marketing communications.

  1. 11. Disclaimers, Limitations of Liability and Indemnification

11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DecisionTelecom SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER SRVICES OBTAINED THROUGH THE SITE; (iii) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA AND/OR VERIFIED PROFILE; AND (iv) ANY OTHER MATTER RELATING TO THE WEBSITE AND/OR THE SERVICES OFFERED ON THE WEBSITE.

11.2. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE DecisionTelecom ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.3. You agree to indemnify and hold DecisionTelecom, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against DecisionTelecom by any third party due to, arising out of or in connection with your use of the website and/or the Services.

11.4. We will not be in any way liable for the content of any Chargeable Events sent or transmitted using the Service and the full responsibility for their content shall rest on you. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service. By using the Service you also agree to be bound by the Rules of Use.

11.5. Notwithstanding the foregoing, You acknowledge you will be solely responsible for any legal liability arising out of or relating to the Content and Services (whether transmitted on your own or on any Third Party’s behalf).

11.6. Subject to any express provision to the contrary in these Terms, We will not in any circumstances be liable to You in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.

11.7. Each party acknowledges that neither You, nor We, have entered into the Agreement on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

11.8. We shall at all times in respect of the subject matter of these Terms comply with all applicable laws, regulations and rules having equivalent effect.

11.9. You shall be responsible for explaining and answering to any complaints that We receive from any relevant regulatory body resulting from your use of the Service. We will forward any complaints to you as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body and must forward a copy of your response to Us immediately. You will be liable for any fines and/or penalties imposed by any regulatory body against You or Us or any of our associated companies, due to Your contravention of these Terms.

  1. 12. Term and Termination

12.1. Either Party can terminate this agreement at any time by notice to the other Party with or without cause.

12.2. Either party may also terminate this Agreement with immediate effect by notice to the other party if:

The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;

The other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or

Any license required for Us to operate the Services is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license: Is not granted to Us; or Is granted to Us but in such a way as to prevent Us from continuing to make the Services available or a Network Operator from enabling Us to make the Services available.

12.3. We may terminate the Agreement immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for Us to make the Services available.

12.4. Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.

12.5. On termination of the Agreement:

You will immediately cease to use the Services; and

All amounts then owed to Us, under or in connection with the Agreement, will become immediately due and payable.

You will forfeit any unused credit on your account, except for payments received by us within seven (7) days prior to termination.

All licenses and rights granted under these Terms will terminate immediately.

  1. 13. Force Majeure

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion.

  1. 14. Assignment

Neither party will assign, transfer or sub-contract either in whole or in part any of its rights or obligations under the Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), provided that We shall be entitled without Your prior written consent to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Agreement to any affiliated company.

  1. 15. Intellectual Property

15.1. All content, trademarks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to Us, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights on this website are expressly reserved.

15.2. We may grant You an individual, personal, non-exclusive and non-transferable license (“the License”) to use our proprietary software or application service, in object code form only, and only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You may not reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of our software; modify, translate, or create derivative works based on the software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the software or application; or remove any proprietary notices or labels with regard to our services. We retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide you.

15.3. These Licenses terminate when Our contract with you ends and you must destroy and stop using all of our software and applications in your possession. The software is provided and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability found elsewhere in these Terms. It is your responsibility to test the services before entering into this contract.

15.4. Content from Our website may not be used or exploited for any commercial and non-private purposes without Our prior written consent.

  1. 16. Severability

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

  1. 17. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with laws of the England and Wales and the parties hereto submit to the non-exclusive jurisdiction of the London courts for the purpose of enforcing any claim arising hereunder.

  1. 18. Summary Terms and Conditions

You confirm that You hold the account corresponding to the data You have provided DecisionTelecom with, or that You have the account holder’s permission to use this service.

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