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Definitions And Interpretation
Service: The terms related to the specific service/s denote each one individually, and also all the services agreed to be provided by the contracting parties, as described in the service order form.
Service order form: The form of this agreement that contains special information about the contracting parties, the services, charges, and payment method.
Initial cost: The initial cost for the production of service, including any required cost of installation of any equipment.
SMS: The short messages service that conforms with GSM 01.40 and allows written messages up to 160 characters as well as binary with 140 bytes and Unicode SMS up to 70 characters, which originate from or are transmitted to compatible communication devices connected to the networks of the contracting parties, with text that consists of letters or numerals, or alphanumeric combinations.
SMS-C: The platform used by Direct7 Networks to provide the service and specifically the messages center that handles the messages from and to the server which is part of the customer’s infrastructure.
Unsolicited Traffic: The messages sent on an unsolicited basis to end users and which contain content in the sender’s name field or to a link or to any type of attachment connected to purchase details or other commercial or non-commercial details (Spam) not requested by the end user.
Working Day: 24 hours a day, 7 days a week, 365 days a year, as acknowledged by Direct7 Networks and according to the changes between summer and winter time, where applicable.
Agreement: All the terms and conditions, as well as all the provisions described in the SMS service provision agreement herein (including the service order form, schedules, and appendices), which in total will constitute the basis hereof.
Charges: All the charges and costs to the customer for the provision of service as determined in the agreement herein.
Confidential Information: Any information, verbal, written or in any other form, related to the commercial activity of the contracting parties, including without restriction, any information related to products, customers, prices, policies, methods, business plans, strategies, technical procedures and financial issues, irrespective of whether they have been identified as confidential or not.
IPR: All the intellectual property rights, including and without restriction, copyright, patents, registered trademarks, designs, design rights, technical know-how and similarly protected copyrights.
Minimum term: Six (6) months is the shortest term, as described in the service order form hereof, from the date that the service starts to be provided to the customer.
Order: The agreement herein or any other relevant document that is accepted by the contracting parties in writing and constitutes part of the order.
Contracting Parties: Direct7 Networks and the customer, as determined in the service order form hereof.
TERMS AND CONDITIONS
1. GENERAL OBLIGATIONS OF DIRECT7 NETWORKS
1.1 The provision of service is subject to all the relevant licenses, infrastructure, and agreements.
1.2 Direct7 Networks shall operate with all possible care as a provider of electronic telecommunications. Whereas the provision of the service does not rely exclusively on Direct7 Networks, the latter will make every effort to the best possible provision of the service, as it does for all its customers.
2. CUSTOMER OBLIGATIONS
2.1 The customer will not use and will ensure that nobody else will use the service
2.1.1 To store, reproduce, transmit, and communicate any unsolicited content (Spam) or inappropriate content, such as, indicatively without restriction, pornographic, hateful and related to drugs or other illegal acts, offensive, immoral, aggressive, libelous or threatening.
2.1.2 For criminal or fraud purposes in a manner that is contradictory to the existing legal provisions.
2.1.3 To cause nuisance, disturbance or discomfort to any person.
2.1.4To violate any law, regulation or code of practice of Direct7 Networks or the terms of acceptable use of a partner provider.
2.1.5. To violate any confidentiality agreement, abuse Intellectual Property Rights or any other right of any third party.
2.1.6 To be used in contradiction to the suggestions made by Direct7 Networks.
2.1.7 To broadcast any electronic material (including viruses) through the service, which will cause or may cause damage of any type and extent to the computer systems of Direct7 Networks or to the end users.
2.2 The customer will provide Direct7 Networks with all the information that the latter needs, in order to provide the service, while it already allows it by signing hereof to use this information, including its right to forward this information to its third-party partners, which act on its account and behalf, as well as, to proceed to any other uses and notifications permitted by the relevant legislation.
2.3 The customer, prior to the commencement of the provision of the service, will notify in writing to Direct7 Networks the general content of its traffic and will also provide any information reasonably requested by Direct7 Networks.
2.4 The customer will ensure that the traffic, as well as its content, are of sufficient quality and constitute advertisement - promotion of its business, while the manner in which it is presented may not affect the reputation of Direct7 Networks or any other partner network. Direct7 Networks reserves the right to control this content and suggest any changes and its compliance to the above.
2.5 In the event that the Customer becomes aware that there is an imminent significant increase in SMS traffic, then is under the obligation to notify Direct7 Networks about this increase at least 24 hours in advance. Furthermore, the customer is obligated to notify Direct7 Networks in writing, at least 4 weeks in advance, about the possibility of the TV or another form of advertisement of its business, which may lead to an increase of traffic. Direct7 Networks, inasmuch as it is notified in due time, will seek to proceed to any required action, in order to schedule the anticipated SMS traffic in total. The customer undertakes the obligation to use any necessary filter, in order to block any traffic considered as Spam.
2.6 The service is used by the customer, in order to be connected with mobile phone networks globally and the customer agrees to comply with the policies of acceptable use of these networks. If the customer uses this service, in order to create a database of contacts, then is under the obligation to notify the users about this, as well as, that the use of the service will be made for advertising purposes. The customer will have to ensure that their activities are compliant with all legal provisions about the protection of personal data.
2.7 The customer is obligated to notify in writing and immediately the support department of Direct7 Networks about any fault - problem, in order to be addressed accordingly to the agreed support service. In the event that Direct7 Networks undertakes to repair any fault which has been caused by the customer or which lies outside its scope of responsibility or inasmuch as no fault has been found after the relevant check, it reserves the right to charge the customer for the provided support service, in proportion to the labor hours consumed. The charge will not be disproportionate to the repair cost of the fault.
2.8 The customer is obligated to respect the functions and features of Direct7 Networks' platform as they are, and don’t try to alter them in any way.
3.CONTENT RESTRICTIONS AND UNSOLICITED TRAFFIC POLICY
3.1 The customer guarantees the traceability of SMS sent through the service or on its behalf or the receivers’ behalf. The customer accepts that Direct7 Networks is obligated to abide by the regulations of the respective national regulatory authorities which require the disclosure of data - sources of offensive or similar SMS. The customer undertakes the obligation to fully cover Direct7 Networks in the event of failure to secure the above.
3.2 The customer guarantees that the content of the messages will not have any legal effects and accepts their compliance with the occasional relevant updates by Direct7 Networks.
3.3 The service may not be used for sending SMS, which violates, breach or infringes the rights of third parties or messages which are offensive, aggressive, immoral, abusive, obscene or illegal in any other way. The service, also, may not be used for sending unsolicited SMS for commercial or non-commercial purposes. The customer is held solely liable for any costs, expenses or surcharges that may be incurred by Direct7 Networks as a result of the violation of these regulations and terms.
3.4 The customer is obligated that advertising SMS sent through the service provided by Direct7 Networks will be only for advertising - informational purposes. In the event that customer violates the terms provided for herein, Direct7 Networks reserves the right to suspend or discontinue the provided service to the customer.
3.5 The customer accepts that Direct7 Networks is obligated to abide by the regulations of the respective national regulatory authorities. Due to this fact, if the customer wants to send a campaign without providing an opt-in list and the company (Direct7 Networks) finds out that there is harassing, offensive, aggressive, immoral, abusive or illegal content in it, then Direct7 Networks reserves the right to block the customer’s account and stop the campaign without refunding.
4.1 The customer is held solely responsible to restore any damage or loss suffered by Direct7 Networks, including any third party claims against it, resulting from non-compliance of them or any other third party associated with them, with the obligations that they expressly undertake under the agreement herein and specifically with those provided for in articles 1, 2 and 3 of the agreement herein, with regards to the messages to be handled within the scope of the provision of the service.
4.2 Furthermore, in the event that the customer instructs Direct7 Networks to proceed to change - amendment of the «identification» (ID), in order to ensure a greater degree of success in delivering the messages sent, then the customer is held responsible to restore any loss or damage suffered by Direct7 Networks due to this amendment, including any third party claims against it, plus cost and expenses.
5 PAYMENTS, INVOICING, DISPUTES AND MONEY REFUNDS.
5.1 Customer payment terms on credit: Inasmuch as a specific credit limit has been acknowledged to a customer, which will have to be indicated explicitly in the Service Order Form, an invoice will be issued for the provision of the agreed services and its payment will have to be made within 7 days from its date of issue. The customer will receive the relevant invoices every 2 weeks, which will be sent to its stated contact address. The default form of contact will be through Email.
5.2 The payment should be made according to the terms and information provided in the service order form itself.
5.3 The customer is obligated to pay the invoices in the currency indicated in the service order form unless it is determined otherwise herein. In the event that the customer has completed the payment until the set date, Direct7 Networks reserves the right to charge them with the statutory default interest, calculated on the non-disputed amounts, from the date that their payment was due until the date the actual payment did take place. Direct7 Networks acknowledges that the interest charged according to the above constitutes a sufficient restoration of its loss, with regards to the amounts in arrears.
5.4 Direct7 Networks reserves the right to alter its charges with immediate effect and the customer will be notified at the earliest time possible. In this event, the customer reserves the right to terminate the agreement herein, provided that they have sent a relevant written notification to Direct7 Networks, within 7 days from the date on which they were notified of the above alteration. The above ability to increase charges is provided for only in the events of a) an increase in the connection cost with the partner networks, b) loss of network coverage or c) the customer’s failure to meet their minimum obligations, with regards to the quantities of ordered services.
5.4.1 The customer accepts that email is not the most appropriate method to receive such notifications, due to the fact that middleware servers may block their content. Therefore, it is agreed that the online system notifications constitute the method to receive such notifications.
5.5 The customer is obligated to pay all charges in full, as calculated under the agreed invoicing system of Direct7 Networks, and not under any of their own. The customer is obligated to notify Direct7 Networks in writing within (14) working days on delivery of an invoice, about which there is a dispute on the total or part of it. Furthermore, in the respective written notification, they also have to disclose the grounds of the dispute.
5.5.1 In the above event, the contracting parties undertake the obligation to seek compromising dispute resolution, by auditing jointly the available invoicing data and any accounting information, acting in good faith, in order to settle the dispute in due time and within one month from the time of the customer’s sending of the written complaint.
5.5.2, In any event, the customer accepts that all funds are valid for a 12-month period and that he/she will not have any claim of unused funds from Direct7 Networks. Thus, no refund notification will be processed by Direct7 Networks and will be treated as non-received.
5.5.3 In any event, if the disputed amount is less than seven percent (7%) of the total amount of charges to which Direct7 Networks has proceeded within the month of issue of the disputed invoice, the customer, irrespective of abiding by the above compromising resolution, should pay the invoiced amount in full.
5.5.4 Direct7 Networks is not obligated to proceed to any compromising resolution, inasmuch as the customer’s relevant written notification has not been notified to it, after lapse of the above fourteen (14) days from the date of issue of each disputed invoice. In the event that the customer, according to the above, does not pay the full amount of the disputed invoice due to dispute, Direct7 Networks reserves the right to discontinue the provision of part or even the full service to the customer, until the dispute is resolved.
5.5.5 The customer is obligated to pay the non-disputed part of the invoice, in any event, irrespective of the procedure of compromising resolution of the dispute.
5.5.6 In any event, the customer is obligated to respect the fact that he/she cannot remove or cash out funds from Direct7 Networks' platform or even request it, in any way and under no circumstances.
6. VIOLATION OF TERMS AND DISCONTINUANCE OF SERVICE
6.1 Direct7 Networks may, at its discretion and, inasmuch as it notifies the customer by relevant written notification, discontinue or alter the Service without being held responsible for indemnification to the customer in the following events:
6.1.1 In order to comply with a prescription or instruction given by the competent Authorities, in order for a violation of the license to be prevented by the respective national regulatory authority or the competent government body from time to time.
6.1.2 When the customer violates the terms hereof.
6.1.3 In order to alter the technical specifications of the service, so that it complies with any relevant law or regulation or direction by any competent authority.
6.1.4 To repair, maintain or improve the service.
6.2 Direct7 Networks during any such discontinuance will attempt to ensure the minimum possible duration of discontinuance of service.
6.3 The customer undertakes the obligation to fully cover any loss incurred by Direct7 Networks from any cost that will arise as a result of the discontinuance of service, but also of reactivation or alteration of service when the discontinuance or alteration of service resulted from actions or omissions of the customer.
6.4 Direct7 Networks reserves the right to alter the security measures that it maintains with regards to the provided service at any time and is obligated to notify the customer respectively to the alterations as soon as practicable.
7. TERMINATION OF AGREEMENT
7.1 Each contracting party may terminate immediately the agreement herein, by sending to the other party a written notification to this end, in any event in which the other party violates its obligations pursuant to herein.
7.2 Inasmuch as the violation concerns non-abidance to the terms of payment hereof, Direct7 Networks reserves the right to request from the customer, to comply with their respective obligations within 7 days from the delivery of the written notification. The event of the customer’s non-compliance results in the termination hereof. With regards to violation of any other term hereof, each contracting party reserves the right to request from the other party, within one month from the delivery of written notification, to comply with the violated obligation. In both events, if the contracting party does not comply with its respective obligations, then the complainant party reserves the right to notify a new written notification of termination of the agreement, the results of which take effect from the delivery of the respective notification.
7.3 Each contracting party reserves the right to proceed to immediate termination hereof, upon notifying by respective written notification, inasmuch as the other contracting party declares bankrupt or is put under forced administration or liquidation or enforcement is initiated against its property by any third party.
7.4 Direct7 Networks reserves the right to terminate the agreement herein immediately and without any penalty by relevant prior written notification, inasmuch as the customer does not comply with the credit policy of Direct7 Networks, or the cooperation agreement of Direct7 Networks with the SMS provider is discontinued.
7.5 Direct7 Networks reserves the right to terminate the agreement herein immediately and without any penalty by prior written notification, on any of the grounds described in term 6 hereof.
7.6 Any termination or end of term hereof on any grounds, including the lapse of its term, does not affect in any way the existing rights of any contracting party, which exist at the time of termination or end of term hereof. All the terms hereof, which concern the time period prior to its termination or end of term, remain also valid after it.
8.1 Both contracting parties acknowledge that any information related to the organization, operation, and activity of each party, indicatively and without restriction referring to the commercial transactions, clientele, minutes of sales, procedures and technical data contained in the appendices herein (hereinafter referred to as “Confidential Information”) are property of the notifying contracting party, and permission is granted to the other party to use them solely for the operational purposes hereof and confidentiality should be reserved by the contracting - receiving party in all events. Furthermore, all the terms hereof are agreed upon to be confidential information. The contracting parties undertake the obligation for the time period of two years, upon in any way termination or end of term hereof, not to:
8.1.1 Disclose, publish or disseminate confidential information.
8.1.2 Use confidential information on their behalf.
8.2 Notwithstanding the above restriction, the use, and disclosure by the contracting party – receiver of the information is not subject to the above restrictions, inasmuch as the specific contracting party proves that the information topic:
8.2.1 Was already disclosed to the receiver by a third party, which does not lie under the obligation of confidentiality towards the disclosing party.
8.2.2 Is already known or becomes known publicly without liability of the receiver, its employees, officers, managers or agents.
8.2.3 Is developed independently of the receiver without reference to any confidential information which is disclosed by the agreement hereof.
8.2.4 Is approved for publication (and only to the extent to which it is approved) by the disclosing party.
8.2.5 Is disclosed, pursuant to legal requirement by a court or a government body, partnership, joint business venture or other similar relationship between the persons who are competent to request the disclosure of such confidential information.
9. INTELLECTUAL PROPERTY RIGHTS (I.P.R.)
All the I.P.R. concerning the agreement herein and related to Direct7 Networks remain under its ownership. The customer acknowledges that they do not reserve any right or license with regards to these rights of Direct7 Networks unless expressly provided for otherwise herein. This term remains in effect even after in any way termination or end of term hereof.
10. NOTIFICATIONS AND LANGUAGE
10.1 Any notification, request, consent, and other communication forwarded pursuant to the agreement herein (hereinafter «notification»), will be drawn up in the Greek language and will be deemed valid and in force inasmuch as it has been notified, with proof, to the other contracting party to the address and other contact details as indicated in its Service Order Form hereof.
10.2 A notification will be deemed as delivered:
10.2.1 In the event of personal delivery: At the time of delivery.
10.2.2 In the event of prepaid registered mail: at the latest two (2) days from the posting date.
10.2.3 In the event of facsimile and email: On the day that the facsimile or electronic message was sent, provided that its receipt has been confirmed by the other contracting party.
11. FORCE MAJEURE
11.1 None of the contracting parties will be held responsible for any delay in meeting their obligations, pursuant to the agreement herein, inasmuch as these delays are not due to circumstances not controlled by the party itself, and constitute force majeure. Indicatively are mentioned: insurrection or social unrest, military operations, national or local emergencies, actions or omissions of government or other competent authorities, actions or omissions of telephone companies or telecommunication networks providers, fire, flooding, lightning or other weather or extraordinary event, land subsidence or explosion. This exemption does not relate to meeting the financial terms hereof.
11.2 In the event of any such occurrence, the contracting party which fails to meet its obligations, should notify in due time and in writing the other party, of the occurrence as well as of its failure, making every effort to overcome the problem at the soonest possible time. If the consequences of the above occurrence continue to exist for a period of time greater than thirty days, the contracting parties should examine jointly the future of the cooperation herein.
11.3 Inasmuch as no possibility arises to find any solution, then each contracting party reserves the right to terminate the agreement herein, by notifying in writing the other contracting party.
12.1 The term herein is agreed upon to start from the day that customer is registered in the Platform of Direct7 Networks and has an indefinite duration.
12.2 Any party can terminate the agreement as described in article 7.
12.3. In the event of the end of term hereof and non-renewal or extension of it, the Customer should, within a deadline of 15 days from its end of term, pay in full the total of outstanding invoices which have been issued for the provision of services concerning the agreement herein.
12.4. In the event that at the time of end of term hereof, due to lapse of its validity period, a remaining volume of credited messages continues to exist in the customer’s account, then the customer reserves the right to request either the cancellation of the credited messages, or ask to use them after the end of term of the agreement herein and be invoiced for them, when they are used, pursuant to the terms hereof.
13.1 The agreement herein was drawn up and signed in two (2) identically drawn copies, each signed by both the contracting parties and each of the parties received one copy of them.
13.2 The agreement herein contains all the agreements concerning this cooperation of the contracting parties and supersedes any other agreement or conciliation between the contracting parties, which have taken place until signing the agreement herein. Any invalidity of any term does not affect the validity of the rest of the terms hereof, which remain valid and in force, as if the invalid term did not exist.
13.3 It is expressly agreed that the agreement hereby does not generate any relationship of instruction, dependent employment, representation or partnership between the contracting parties.
13.4 It is expressly agreed that it is prohibited to assign rights and obligations arising herein to any third party without the consent of the other contracting party.
13.5 Direct7 Networks reserves the right to amend unilaterally the terms hereof, which relate to the respective alteration of terms, concerning its cooperation with the networks providers.
14. REFUND POLICY
14.1 D7 is not obliged to refund any “Used” prepaid balance or credits. However, we may decide in our sole discretion if we are able to provide you with our Services. We may change the eligibility criteria for the use of our Services at any time, in our sole discretion. Only if we decide we do not want to provide you with our Services, we will refund any “Unused” prepaid credits or balance.
14.2 D7 debits transmitted SMS messages according to its transmission logs. These logs are deemed correct and valid even if the customer has objected to the correctness of the accounting records, except if D7’ investigations have produced evidence of technical problem or error. Because D7 cannot guarantee delivery of the SMS messages to the recipients due to possible errors on the part of the Mobile Network Providers, D7 will not refund for the undeliverable SMS messages.
14.3 If we finds out that there is harassing, offensive, aggressive, immoral, abusive, phishing or illegal content in customers SMS, then Direct7 Networks reserves the right to block the customer’s account and stop the campaign without refunding the unused creditis.
14.4 The customer may terminate the Agreement at any time by contacting us. Correspondence must include your first name, last name, and D7's username. No refunds will be issued if you terminate this agreement.
14.5 D7 may terminate this Agreement or the Services at any time with or without cause, and with or without notice. D7 shall have no liability to you or any third party because of such termination. If D7 terminates this agreement because you violated any terms, no refund will be issued. If the agreement is terminated for any reason, D7 will not have any obligation to refund pre-paid balance or credits.
GENERAL DATA PROTECTION REGULATION (G.D.P.R.)
Direct7 Networks provides Communications as a Service (CPaaS), and in order to provide such services a lot of personal data can or may be stored or pass through our servers.
There are two kinds of data that Direct7 Networks handles; your personal data and your end users’ personal data. Your personal data is any data that relates to your Account and is processed directly by us, whilst your end users’ personal data is any data that pass through your application that integrates with D7 platform through API and is being processed indirectly by us.
YOUR PERSONAL DATA
WHAT WE STORE
Any kind of information you provide us with, such as email, name, company name, phone number, your role in the company, etc. is collected but we also collect data you provide indirectly, with our cookies, Moreover, when you create an Account we collect data like your billing information, your IP address, your servers’ IP address, and your app’s API calls. Finally, anything you share with our Sales or Support team is stored, so make sure to not share anything unnecessary.
WHEN WE STORE IT
We basically collect your personal data any time you visit our website, subscribe to a newsletter, sign up for an event, fill out a form or contact any members of our team (sales or otherwise) and of course, when you register or login to our web platform or make API calls with your app. In addition, we might collect data from your publicly shared information like your LinkedIn account, during customer research.
WHY WE STORE IT
We store this data in order to understand who are customers and potential customers are and their needs and preferred features. This will help us improve your navigation experience on our website and your experience of our services as a whole. On a more technical aspect, we need to collect this info so we can carry out things like accounting and taxes, keep track of your inquiries and problems, send verification codes to you and improve our security.
FOR HOW LONG WE STORE IT
We store your account data for 7 years after the account is deleted and any data gathered from your contact with our Support team for up to 3 years. With that said, you can request for deletion of your personal info as long as deleting it won’t obstruct us from providing our services to you.
YOUR END USERS’ DATA
Your end users’ info can appear on our servers on multiple occasions. Your end users’ personal info like names, IP addresses, phone numbers, emails, etc. can be stored when you use it to contact them through our platform. Also, any contact you or your end users have with us might include some of their personal info which is stored. Of course, none of this info is for sale or shared with third parties either, just like your own personal info.
We do not share or sell your personal information or your end users’ personal information for marketing purposes to any third parties unless you wish to and consent to it. However, there are cases where this data has to be shared. Specifically, we need to share it with Network Operators in order to connect your side with the recipient. The same applies to OTTs like Viber which processes this data in order to terminate to the recipient. Also, any partners/affiliates or branches of Direct7 Networks might receive and process this data if they need it to provide a Service for your end. Finally, we must be in accordance to the laws and regulations, and to do so we need to share this data in case it is required by law; illegal content, death threats, harmful content, and emergencies can be a rightful reason for us to provide any required data to the responsible authorities. Note: Direct7 Networks has multiple entities worldwide and it is possible that data can be moved from one entity to another. This is process is not an exception and is covered by our -no share/no sell- privacy on personal data.