These terms and conditions are a binding legal agreement between customer (you) and OnnoRokom Software Limited, A.R.A.Bhaban, 2nd Floor, 39 Kazi Nazrul Islam Avenue, Kawran Bazar, Dhaka-1215(Onnorokomsms), contain provisions that disclaim, limit and exclude our liability to you and that indemnity us against claims and damages that it may suffer as a result of your conduct.
By ticking "I accept these terms and conditions" button and submitting the request or otherwise registering for the services, you agree that:
- You have read and understood these terms and conditions;
- Following receiving confirmation of OnnoRokom Software’s acceptance of your request you will become bound by, and will abide by, these terms and conditions until this agreement is terminated in accordance with its terms.
Take note that these terms and conditions may change from time to time. If you have used our services before, you cannot assume that the terms and conditions are still the same. You should re-read them regularly.
The words and phrases listed below shall bear the following meanings in these terms and conditions, unless the context clearly indicates otherwise:
- "Bulkms" means the dissemination of large numbers of SMS messages for delivery to mobile phone terminals commonly used for alerts, reminders, and marketing and also for information and communication between both staffs and customers;
- "End User" or "Recipient" means any person, including both natural and juristic entities who receives or is intended to receive any message sent by a user using the services;
- "SMS" means a short message service provided by means of a text or data message to the cellular handset either on request of the handset user or via a pre-configured batch process;
- "Network Operator" means any party licensed to install, operate and maintain a cellular telephony network;
- "Services" initially, the messaging services and any such other additional services as agreed between OnnoRokom Software Limited and the customer (where such agreement shall be evidenced by the customer purchasing such services using the web tools) from time to time.
- "Website" shall mean all websites published by OnnoRokom Software Limited;
- "User" shall mean any natural or legal person who makes use of any of the services or who uses or visits the website.
In this agreement, unless the contrary intention appears:
- Headings are for ease of reference only and do not affect the meaning of this agreement;
- The singular includes the plural and vice versa and words importing a gender includes other genders. Other grammatical forms of defined words or expressions have corresponding meanings;
- A reference to a clause, paragraph, schedule or attachment is a reference to a clause or paragraph of or schedule or attachment to this agreement and a reference to this agreement includes any schedules and attachments;
- A reference to a document or agreement, including this agreement, includes a reference to that document or agreement as altered or replaced from time to time;
- A reference to a party includes its executors, administrators, successors and permitted assigns;
- The meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
- Any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
- A reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time.
- OnnoRokom Software Limited will provide the services to the customer in accordance with this agreement; and permit the customer to access and use the web for the purposes of receiving the benefit of the services from the commencement date until such time as the this agreement is terminated in accordance with its terms.
- OnnoRokom Software Limited shall make all reasonable endeavours to ensure uninterrupted and continued use of the services, however the delivery of SMS messages is largely dependent on the effective functioning of network operators’ cellular networks, network coverage and the SMS recipient’s mobile handset.
- Messages shall be deemed to have been delivered when onnoRokomsms has sent the messages to the immediate destination that it is requested to send to, including, but not limited to, mobile telephone networks or other servers.
- We may, at our sole discretion, alter or improve the service to you at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the service.
- It may be necessary from time to time for us to suspend the service that we provide to you for routine or emergency maintenance and / or repairs.
- We may at our sole discretion suspend your access to the service and / or cease to allow any transactions to be conducted by you if:
- You are in material breach of the agreement and / or any applicable codes of practice, guidelines, rulings or regulations of any national telecommunications regulatory authority or other competent body or authority relating to the service that may be introduced or made from time to time during the continuation of the agreement and with which you must comply or to which you have agreed to be bound;
- You are doing or have done anything unlawful in the course of using or relating to your use of the service;
- Network operator or a regulator requires it;
- At any time the number of transactions that you are conducting exceeds any forecast you have given us of the number of transactions that you expected to conduct at that time (“Forecast”) or, in the absence of any applicable forecast, the number of transactions conducted by you at any time causes or is likely to cause congestion to any telecommunications network; or
- We are entitled to terminate the agreement for any reason, in which case we will give you appropriate notice as soon as is reasonably possible.
Charges & Payments
- Users are required to purchase credits which shall reduce for each message sent. The number of credits used per individual message depends on the message type i.e. Mask or Non-Mask.
- 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 by the payment method and in accordance with the applicable payment plan and terms agreed between you and us and detailed in the signature page.
- Each time any given transaction is conducted, you will incur a corresponding charge. Alternatively, you may wish to pre-purchase transaction 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 number of transaction credits for that period. Each transaction that you conduct using the service will therefore reduce the value of the transaction credits available to you by corresponding unit charge in paisa (subject to any variation thereof).
- Any transactions that you conduct in a period over and above your allocation of pre-purchased transaction credits shall be additionally charged by us at the applicable tariff rate set out in the signature page (subject to any variation thereof).
- In addition to the above, we reserve the right to, in our sole discretion:
- Use any pre-payment or deposit that you have provided to us as full or part payment of any outstanding sum;
- Suspend your access to the service and / or cease to allow any transactions to be conducted by you until payment of any outstanding sum is received by us in full and cleared funds from you; and / or
- Without prejudice to any of our rights under the late payment of commercial debts policy, to charge simple interest on the outstanding sum, applying from time to time to run from the due date for payment until receipt by us of any outstanding sum in full and cleared funds whether or not after judgment and without prejudice to any of our other rights or remedies.
Your Liabilities and Obligations
- You warrant that you will not:
- Use the service or permit the service to be used for any improper, fraudulent, immoral, unlawful purpose or for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;
- Use the service or permit the service to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party or in a manner that may injure or damage any person or property or cause the quality of the service to be impaired.
- Modify or create derivative works of the software, programs, and other applications underlying the service (the “Software”);
- Sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the software, any portion thereof or any documentation to any third party; or
- Cause, assist or permit any third party (including an end-user) to do any of the foregoing.
- You will at all times during the continuation of the agreement:
- Send only messages comply with all applicable laws, regulations and codes and that contain nothing which is likely to cause offence 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 service;
- Not act in any manner likely to bring us, the service or any network operator into disrepute.
- You will, upon request, provide us or any network operator or regulator with any information relating to your use of the service 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.
- You will not state or imply any approval by us of any particular message that you send using the service or refer to us in any way without our prior written approval.
- You will not acquire any title or other proprietary right to any intellectual property, including (but not limited to) any patents, know-how, registered or unregistered trademarks, design rights or copyright, relating to the service, nor will you cause or knowingly permit anything to be done which may in any way damage or endanger any such intellectual property. 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 to you.
- 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.
Our Liability to You
- Nothing in the agreement will in any way exclude or limit either party’s liability for death or personal injury caused by its negligence, for fraudulent misrepresentation or concealment or for breach of data protection obligations herein or for any other liability that cannot be excluded or limited at law.
- We will not be in any way liable to you for any liabilities, losses, damages, costs and / or expenses incurred or suffered by you as a result of your use of the service, except to the extent that such liabilities, losses, damages, costs and / or expenses directly result from breach of this agreement, our negligence or willful misconduct.
- We will not be in any way liable for the content of any messages sent using the service or for any use of the service by you to detect the location of any GSM or GPS device(s), nor will we be in any way liable for any failure to make the service 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.
- Subject to any express provision to the contrary in the agreement, neither you nor we will in any circumstances be liable 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.
- Each of us 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 agreement 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.
- We shall at all times in respect of the subject matter of this agreement comply with all applicable laws, regulations and rules having equivalent effect.
Disclaimer of Warranties
Notwithstanding anything to the contrary herein, you expressly acknowledge and agree that:
- Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. we and our licensors expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement;
- We and Our licensors make no warranty that :
- The service will meet your requirements,
- The service will be uninterrupted, timely, secure, or error-free,
- The results that may be obtained from the use of the service will be accurate or reliable,
- The quality of any information or other material obtained by you through the service will meet your expectations, or
- That any errors in the software associated with the service will be corrected;
- Any material downloaded or otherwise obtained through the service is done at your own discretion and risk, and you will be solely responsible for any damage to our computer system or loss of data that results from the download of any such material; and
- No advice or information, whether oral or written, obtained by you from us or through or from the service shall create any warranty not expressly stated in this agreement.
- Unless otherwise set out in the signature page and subject to earlier termination in accordance with these terms and conditions, the agreement is for an initial minimum 12- month period. The initial term will start on the contract start date set out on the signature page and shall expire on the expiry of the initial term.
- If at any time you wish to terminate the agreement, you must either:
- Give us written notice to that effect within the 7-working day period from and including the contract start date set out in the signature page, such notice to take effect immediately; or
- Give us no less than the required notice period, such notice to take effect no sooner than the end date. If you wish to terminate the agreement with effect from any date preceding such end date and are unable to do so for cause or any other reason under these terms and conditions, if you are such a customer under the agreement then you must pay us the charges due for each month (or part thereof) remaining of the initial term post-termination and any prepayment of charges that you have made to us will not be credited or refunded.
- We may terminate the agreement immediately on giving you 14 days’ written 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 service available.
- 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 service 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 service available or a network operator from enabling us to make the service available.
- 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.
Linking & Framing
- Any third party site may link to this website provided that such a link is directed at the home page of this website. It is expressly prohibited for any person, business, entity or website to link to any page other than the home page of this website, without the prior written approval of OnnoRokom Software Limited.
- OnnoRokom Software Limited may provide links to the user only as a convenience and the inclusion of any link does not imply it's endorsement of such sites.
- Any linked third party websites, pages or advertisements that may be accessible from the website, including content posted in social media or RSS feeds displayed on the website are not subject to the control of OnnoRokom Software Limited. OnnoRokom Software Limited shall not be held responsible or liable (whether directly or indirectly) in any way for the contents, use, or inability to use or access any such third party websites, pages or advertisements and any use or reliance thereon shall be at the users sole and exclusive risk.
- It is expressly prohibited for any person, business, entity, or website to frame any page on this website, including the home page, in any way whatsoever, without the prior written approval of OnnoRokom Software Limited.
- If there is a conflict between these terms and any service specific terms, the service specific terms will apply.
- If it turns out that a particular term is not enforceable, this will not affect any other terms.
- If you do not comply with these terms, and we do not take action immediately, this does not mean that you are released from any of your obligations.
- This contract will be binding upon the parties and their respective successors and assignees.
- These terms do not create any partnership, contract of employment, agency, joint venture or franchise relationship between us or any third party beneficiary rights.
- In the event that a person wishes to lodge a complaint that a user has used the services in any manner that infringes on the complainant’s rights or the rights of another person, the complainant shall provide to OnnoRokom Software Limited with a written notice setting out:
- The full name and address of the complainant;
- The written or electronic signature of the complainant;
- Identification of the right that has allegedly been infringed or the law or code of conduct alleged to have been infringed;
- Identification of the material or activity that is claimed to be the subject of unlawful activity;
- The remedial action required to be taken by the service provider in respect of the complaint;
- Telephonic and electronic contact details, if any, of the complainant;
- A statement that the complainant is acting in good faith; and
-A statement by the complainant that the information in the complaint is to his or her knowledge true and correct and an indemnity by the complainant in favour of OnnoRokom Software Limited for any misrepresentation of the facts or for wrongful suspension or termination of any services by OnnoRokom Software Limited in response to the complaint.