Terms of Use

Last update March 1, 2020

Overview

PaaSoo Technology Limited with registered office at Flat G, 17/F, King Palace Plaza, No. 55 King Yip Street, Kwun Tong, Kowloon, Hong Kong and its affiliates (hereinafter referred to as "PaaSoo"; "us" or "our") provides cloud communication services through their own platform (hereinafter referred to as the "Services"). These terms (hereinafter referred to as "Terms") apply to the use of the API's services and applications offered by PaaSoo as well as PaaSoo website www.paasoo.com (hereinafter referred to as the "Site"). Please read them fully and carefully before using the Services. Unless you work for a company that has negotiated a separate written agreement with us, these Terms set forth the legally binding agreement between you or your company and us for your use of the Services and the Site. If you are accepting these Terms on behalf of a company, you represent and warrant that you have the authority to do so. Your use of the Site and/or your use of the Services will constitute your acceptance to these Terms. While creating a customer account you will be asked to click on the "Agree" button which will also constitute your acceptance to the Terms. If you do not agree to be bound by these Terms, you should not click the "Agree" button and you should not use the Services.

When appropriate PaaSoo and you are hereinafter referred to individually as "Party" or collectively as the "Parties".

DEFINITIONS

"API(s)" refers to the acronym for Application Program Interface and shall mean a set of functions and tools developed, owned and made available by PaaSoo to you. Such API(s) allow(s) you to access the Platform and create your own Application that your end-users can use.

"Application(s)" shall mean any software application or service that you make available through or create, using developer tools provided by PaaSoo or that interfaces with the Services.

"Documentation" shall mean the API documentation available on https://www.paasoo.com/api.html as updated from time to time.

"End-User(s)" shall mean your customer(s), the final users of the Application(s). For the sake of clarity, End-User(s) include(s) both enterprises and individuals.

"End-User(s) Data" shall mean data and other information made available to PaaSoo by or for you through the use of the Services under these Terms.

"Mobile Network" shall mean a digital cellular network connected to the Platform.

"Platform" shall mean the cloud communication platform created, maintained, run and owned by PaaSoo. The Platform is part of the Services.

"Request(s)" shall mean any API call, including End-Users Data, that you send to the Platform following PaaSoo’s HTTP API technical specifications; SMPP protocol or any other protocol mutually agreed by the Parties.

"Taxes" shall mean all applicable local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility user’s taxes or fees, excise taxes, VAT, GST, other license taxes. This definition does not include the taxes that are imposed on or measured by PaaSoo net income, property tax, or payroll taxes.

1. PROVISION OF SERVICES

1.1 Your Account

To use the Services, you will be required to create an account. For this purpose, you will need to click on the "Sign up" button on the Site. PaaSoo will then ask you to provide your company name, your name, mobile phone number and email address. PaaSoo will process to verify the provided phone number and email address. After successful checking, your account will be automatically created and you will then receive a first email including your account username and password to access to your dashboard. A second email will be sent to you including technical details such as API key and API secret which would also be available after login to your own dashboard.

You are solely responsible for all use (whether or not authorized) of the Services under your customer account(s), including the quality and integrity of your Customer Data and each Customer Application (as defined below).

You are also solely responsible for maintaining the security, confidentiality of your customer account credentials in order to prevent unauthorized access to or use of the Services. You shall inform PaaSoo immediately if there is any reason to believe that the Service is used in any unauthorized way.

PaaSoo will not be liable for any loss or damage arising from unauthorized use of your customer account(s). You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you and each End User to connect to, access, and use the Services.

1.2 Access, Use and Restriction of the Services

PaaSoo will make the Services available to you in accordance with these Terms and the Documentation.

The Services are available worldwide except in North Korea, Cuba, Iran and Syria.

You may use the Services, on a non-exclusive basis, solely to:  (a) use the Documentation and PaaSoo APIs to send the Requests; (b) use and make the  Services available to End Users in connection with the use of each Customer Application in accordance with the Documentation; (c) use the Services solely in connection with and as necessary for your activities pursuant to these Terms; and (d) allow your affiliates to use the Services pursuant to Section 1.

PaaSoo does not warrant that the Platform will be continuously available without any downtime.

Suspension of the Services. You acknowledge that PaaSoo may suspend the rendering of any or all of the Services in the event that:

(i) It is obliged or advised to comply with an order, instruction, directive or request of a governmental or other relevant state authority or Mobile Network operator;

(ii) It becomes aware of any potential breach of these Terms or any misuse of the Services;

(iii) One or more of the Mobile Network operators upon which the provision of the Services hereunder is dependent suspends its provision of those Services to you;

(iv) you do not pay the fees in accordance with these Terms;

(v) you violate (or give us reason to believe you have violated) any provision of these Terms;

(vi) there is reason to believe the traffic created from your use of the Services or your use of the Services is fraudulent or negatively impacting the operating capability of the Services;

(vii) there is any use of the Services by End Users that in PaaSoo’s judgment threatens the security, integrity or availability of the Services.

However, PaaSoo will use commercially reasonable efforts under the circumstances to (a) provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension;  and (b) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.

2. PRICE, PAYMENT TERMS AND REFUND POLICY

2.1 Pricing

You agree to pay the price for the Services as set forth at https://www.paasoo.com/price.html. Unless otherwise stated by PaaSoo, the price is in Euro and shall be paid in this currency. PaaSoo is authorized to change the price, by providing you with advance notice as per the provision of section 10.3 "Change To These Terms".

You shall pay PaaSoo the applicable price for all Requests successfully submitted to the Platform, regardless actual handset delivery status of the message content contained in the Request. A Request shall be considered as successfully submitted when received and processed by PaaSoo via the Platform. PaaSoo will acknowledge the success of an API Request submission by sending a HTTP response or SMPP status code.

2.2 Taxes

The price for the Services is exclusive of any Taxes and transaction fees, including but not limited to the value added taxes, withholding taxes, bank transfer charges. You shall be responsible for and shall pay all Taxes imposed on or with respect to the Services. If you are exempt from any such Taxes for any reason, PaaSoo will exempt you from such Taxes once you provide us at finance@paasoo.com with a duly executed and dated valid exemption certificate that must be approved by us. If you are exempt from VAT or GST, then it is your responsibility to provide your VAT or GST registration number to us.

2.3 Payment Terms

The provision and your use of the Services are subject to your payment according to these Terms.

Please note that no invoice will be issued for online top-ups.

You may pay the fees (including top-ups charges) for the Services by credit card through Paypal. Please note that you do not need to create a Paypal account for the payment. You will receive an automatic confirmation email from PayPal after payment, we recommend you to store this email.You may also pay by bank transfer. For this purpose, you should send a prior request to our support team (support@paasoo.com) or to your account manager (if we assigned one to you). You will then receive an invoice by email from us.

PaaSoo will have no access to your payment information since the whole payment process will be hosted and handled by PayPal. For information purpose, we are explaining you the payment process as follows: you will select an amount (in HKD) and click on "Pay" button. Then a pop up window will indicate the converted amount in EUR which will be topped up on the account after successful payments. The amount is calculated with real time exchange rate provided by Xe.com (it may change from time to time) after deduction of PayPal fees (3.7% by default, but subject to changes).

2.4 Refund Policy

No refund will be made if the Request has been successfully submitted to PaaSoo’s Platform.

PaaSoo shall return the full balance remaining on your account within thirty (30) business days upon termination of these Terms , to a bank account or PayPal account that you previously indicated.

3. OBLIGATIONS AND LIABILITIES

3.1 Your obligations and Liabilities

You must comply with the technical specifications provided by PaaSoo, and acknowledges that these can be updated by PaaSoo from time to time as per provisions of section 10.3 "Change to These Terms"

SPAM and Unsolicited Traffic. You shall not send and shall not allow any End-User to send SPAM messages through the Services. You are the sole responsible to comply with the applicable anti-spam regulation.

You shall at all times ensure that all agreements with your subcontractors, if any, contain clauses that prohibit all sending of unsolicited traffic.

You shall be solely responsible for such contents and information which pass through the Services. You warrant that the End-Users Data will not (i) infringe or violate any third party intellectual property rights nor (ii) violate any law or regulation.

You are responsible for the use of a Services by (i) your employees, users or any third party to whom the you may be allowed to give access to the Service, (ii) any person who gains access to your account data or to the End-Users Data or to the Service as a result of your failure to use reasonable security precautions, even if such you did not explicitly authorized such use or access.

Chargeback. You agree not to file fraudulent chargeback claims by either fraudulently claiming that the charge was unauthorized or that the purchase did not live up to the Terms in some way. You acknowledge that PaaSoo may request additional information such as your passport and ID (for individuals) or copy of your business license (for enterprises) in order to prove your identity and avoid fraudulent use and payment.

Equipment. You are responsible, at your own expense, for providing the suitable hardware, software and infrastructure to ensure its access to the Platform.

3.2 PaaSoo Obligations, Warranties and Liabilities

No warranty. To the maximum extent permissible under applicable laws and except as expressly stated otherwise in writing, the Services are provided on an "as is" and "as available" basis, and neither PaaSoo nor any of its licensors make any representations or warranties, whether express, implied, or statutory, regarding the Services, API nor the Platform or any other software or services, including any representation, warranty or undertaking that (i) the Platform nor the Services will be continuously available without any downtime; (ii) the Services are virus-free or error-free, (iii) all the Mobile Networks will be reachable at all times; (iv) the data passing through the Platform will not be subject to loss or damage and that (v) the Services, API and Platform will be compatible with you network or your End-Users’ networks, systems, applications, hardware, or devices.

No liability. You acknowledge that PaaSoo does not examine, does not have any control over, and is not liable in any way for the contents and information which pass through the use of the Services.

In case of suspension of the Services due to your nonpayment of the fees, PaaSoo will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur in connection with any such suspension.

PaaSoo is not responsible in any way for any mobile telecommunications systems or Mobile Networks, which it does not operate and in particular for the operators Mobile Networks. Therefore PaaSoo shall not be liable for the acts or omissions of other providers of telecommunication services (including suspension or termination of PaaSoo connections and/or contracts with any network operator) or for faults in or failures of their apparatus or Mobile Network, and in general for any other technical reason attributable to Mobile Network operator's or telecommunication service provider.

PaaSoo shall have no liability in respect of unauthorized access to your account data or the unauthorized use of a Service unless the unauthorized access or use results from PaaSoo’s failure to meet its security obligations.

Support and Service Improvement. PaaSoo agrees to continuously improve the quality of its Services and make its best effort to correct the issues you report, provided that (i) such issue has been reported with any detail required by PaaSoo to process to correction and (ii) the issue is not resulting from the your misuse of the Services, API or Platform. To report an issue, you shall send written requests to support@paasoo.com. A ticket will then be automatically created in our system and followed up by our support team.

In no event shall PaaSoo provide technical support to End-Users.

Both Parties shall fulfill their respective obligations under these terms of use. In the event one Party suffers from any loss caused by the other Party’s failure to fulfill the obligations, without limiting the right for a Party to seek to have the defaulting Party compensate the observant Party for the corresponding loss, the observant Party is entitled to terminate the partnership immediately.

Both Parties agree that any loss under these Terms is limited to the direct loss with clear evidence provided. Neither Party shall, in any circumstances, be held responsible for any indirect or accidental losses incurred from the other Party's fulfillment of these Terms. PaaSoo’s total liabilities for any breach of or compensation under these Terms of use shall not exceed the total amount of the fees you paid to PaaSoo during 15 calendar days before the date of claim, or 5000 Euros, whichever is lower.

4. PERSONAL DATA

Each Party shall take reasonable and appropriate measures to prevent the unauthorized use or disclosure of any personal information provided by the other Party.

Each Party will not share personal information of the other Party with any third party not involved in the provision of a Service without the consent of the other Party.

You shall read PaaSoo Privacy Policy that sets forth how PaaSoo will collect, store, use and disclose your End-Users Data and you customer account data including personal data. If you do not agree with our Privacy Policy, then you must stop using the Services immediately.

5. TERM AND TERMINATION

5.1. Term

These Terms, as may be updated from time to time, will commence on the date they are accepted by you and shall remain in full force and effect until terminated according to these section.

5.2. Termination

Either Party may terminate these Terms at any time and for any reason, by time by providing the other Party with a thirty (30) days’ advance notice. In such event, you shall send the written notice to support@paasoo.com. Upon the termination effective date, PaaSoo will close your account.

Notwithstanding the above, PaaSoo may terminate these Terms and close your account at any time without advance notice, if you are in breach of these Terms and have failed to cure such breach within ten (10) days.

6. CONFIDENTIALITY

Confidential information under these Terms means any information disclosed by either Party, whether it is in tangible form or not, and that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information includes but is not limited to the business secrets (including financial secrets), technological secrets, operating know-how, or other unpublished information and documentation that are obtained or learned by the receiving Party (hereinafter referred to as the "Information Receiver") from the owning Party (hereinafter referred to as the "Information Discloser") or are mutually created by and become inseparable between both Parties during the fulfillment of these Terms, no matter whether the Information Discloser disclaims the confidentiality of such information orally, visually, or in writing when disclosing the information.

Confidential Information does not include any information which: (a) is publicly available through no fault of the Information Receiver; (b) was properly known to the Information Receiver, without restriction, prior to disclosure by the Information Discloser; (c) was properly disclosed to the Information Receiver, without restriction, by another person without violation of the Information Discloser's rights; or (d) is independently developed by the Information Receiver without use of or reference to the Confidential Information of the Information Discloser.

The information confidentiality obligations under these Terms will survive one (1) year after the termination of these Terms.

7. FORCE MAJEURE

For the purpose of these Terms of Use, an "Event of Force Majeure" means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of good utility practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under these Terms, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such event on the Party’s ability to perform its obligations under these Terms and to mitigate the consequences thereof.

If either Party is delayed or prevented from fulfilling these Terms due to some Events of Force Majeure, the Party shall not be deemed to breach these Terms and shall be excused from responsibilities of such delay or failure in fulfillment.

The Party affected by the Events of Force Majeure shall give a written notice to the other Party within 30 days after the event, and provide the appropriate proofs issued by the competent authority. Otherwise, the other party has the right not to recognize this event as a valid force majeure event.

8. INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights in all software, information, technology or data whatsoever supplied by either Party under these Terms of shall remain the property of that Party or its licensors.

9. GOVERNING LAW

Both Parties agree that the Terms shall be governed by and construed in accordance with the laws of Hong Kong, and that each Party shall submit to the jurisdiction of the courts in Hong Kong.

10. MISCELLANEOUS

10.1 No Assignment

Except for the written consent of each of the Parties, none of the Parties thereto is entitled to transfer the rights and obligations arising from these Termsor a portion thereof to a third party.

10.2 Language

These Terms and all kind of written and oral communications between the Parties relating to these Terms shall be written, explained and stated in English language only. If the written or oral information is exchanged in two (or more than two) kinds of languages, English shall be prevailing.

10.3 Change To These Terms

PaaSoo may update these Terms from time to time. For this puspose, PaaSoo recommends you to check this page on a regular basis. In the event of material change or pricing change, PaaSoo will provide you with a prior written notice at least thirty (30) days in advance of the effective date. PaaSoo may not be able to comply with this prior notice when the changes are resulting from law or requirements from telecommunications providers. This notice will be given in your account portal or via an email to the email address owner of your account. Except as otherwise specified by PaaSoo, updates will be effective upon the effective date indicated at the top of these Terms. The updated version of these Terms will supersede all prior versions.

Following such notice, your continued access or use of the Services on or after the effective date of the changes to the Terms constitutes your acceptance of any updates. If you do not agree to any updates, you should stop using the Services.