1. DEFINITIONS For purposes of these Terms:
1.1 Account – Customer Account "Account" means the account created by Customer to access and use the Services.
1.2 Affiliate – Related Entity "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
1.3 API – Application Programming Interface "API" means any application programming interface made available by U2opia as part of the Services.
1.4 Application – Customer Application "Application" means any software, application, website, system or platform developed, operated or controlled by Customer that integrates with the Services.
1.5 Application Content – Customer-Submitted Content "Application Content" means data, information, messages, communications, materials or content submitted, transmitted or processed by Customer or its End Users through the Services.
1.6 Business Day – Working Day "Business Day" means a day other than a Saturday, Sunday or public holiday in Singapore.
1.7 Carrier – Telecommunications Provider "Carrier" or "Operator" means any telecommunications operator, mobile network operator, messaging provider, aggregator, connectivity provider or other third-party network or service provider used in connection with the Services.
1.8 Customer Data – Customer Information "Customer Data" means Application Content and other data submitted by or on behalf of Customer to the Services, excluding U2opia Content, Usage Data and data generated independently by U2opia in operating the Services.
1.9 Confidential Information – Protected Information "Confidential Information" means non-public information disclosed by or on behalf of one Party to the other Party which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
1.10 DPA – Data Processing Addendum "DPA" means any data processing addendum or data processing agreement entered into between the Parties governing the processing of Personal Data.
1.11 End User – Customer's End User "End User" means an end user, customer, subscriber, recipient or other person to whom Customer provides or makes available its Application or services using the Services.
1.12 Enterprise Account – Business Account "Enterprise Account" means an Account designated by U2opia as an enterprise, business or supported account and subject to applicable commercial terms.
1.13 Fees – Amounts Payable "Fees" means all charges payable by Customer for the Services, including usage charges, minimum commitments, support charges, subscription charges, transaction charges and other charges specified in an Order Form, Pricing Schedule or otherwise applicable to the Services.
1.14 Minimum Monthly Commitment – Minimum Monthly Charge "Minimum Monthly Commitment" means the minimum monthly amount payable by Customer for an applicable Enterprise Account, regardless of actual usage, as specified in these Terms or the applicable Order Form or Pricing Schedule.
1.15 Order Form – Service Order "Order Form" means any written or electronic order, service order, subscription order, commercial proposal or similar document accepted by U2opia specifying Services, pricing, quantities, commitments, term or other commercial terms.
1.16 Personal Data – Protected Personal Information "Personal Data" means information relating to an identified or identifiable natural person and includes personal data, personal information or equivalent concepts under applicable data protection laws.
1.17 Pricing Schedule – Applicable Rate Card "Pricing Schedule" means U2opia's applicable pricing schedule, rate card or commercial pricing communicated to Customer.
1.18 Services – Message Central Services "Services" means the communication and technology services made available by U2opia under the Message Central brand, including APIs, SDKs, software, documentation, authentication services, messaging services, voice services, verification services, connectivity, dashboards, managed infrastructure, technical support and related services.
1.19 Site – Message Central Website "Site" means www.messagecentral.com and any related website or portal operated by U2opia.
1.20 SLA – Service Level Agreement "SLA" means any service level agreement expressly agreed in writing between U2opia and Customer.
1.21 Subprocessor – Third-Party Data Processor "Subprocessor" means a third party appointed by U2opia to process Personal Data on behalf of Customer in connection with the Services.
1.22 Usage Data – Operational Data "Usage Data" means technical, operational, transactional, statistical and analytical data generated through Customer's use of the Services, including usage volumes, API calls, delivery information, routing information, performance metrics and system logs, provided that Usage Data does not identify Customer's End Users except where necessary for providing or securing the Services.
1.23 U2opia Content – U2opia-Owned Materials "U2opia Content" means all software, technology, APIs, SDKs, documentation, interfaces, reports, analytics, data, materials and other content owned or controlled by U2opia and made available through the Services.
2. ACCEPTANCE AND ORDER OF PRECEDENCE
2.1 General Applicability These Terms govern Customer's access to and use of the Site and Services.
2.2 Additional Service Terms Additional terms may apply to specific Services, products, APIs, campaigns, promotions, beta services or commercial arrangements.
2.3 Contractual Order of Precedence In the event of a conflict between contractual documents, the following order of precedence shall apply, solely to the extent of the conflict:
- an applicable DPA, solely concerning data protection and Personal Data
- a separately executed Master Services Agreement or Enterprise Agreement
- the applicable Order Form
- an applicable SLA
- Service-specific terms
- these Terms
- the AUP
- the Privacy Policy
- other policies or documentation expressly incorporated by reference
2.4 Customer Purchase Orders Any Customer purchase order, vendor registration form, procurement portal terms, invoice terms, customer-generated terms or other document issued by Customer shall not amend or override these Terms unless expressly accepted in writing by an authorized signatory of U2opia.
2.5 Sales and Commercial Representations No statement made by a sales representative, employee, contractor or other representative of U2opia shall amend these Terms unless expressly confirmed in writing by an authorized U2opia signatory.
2.6 Amendments and Waivers Any amendment, waiver or deviation from these Terms must be expressly agreed in writing by an authorized representative of U2opia.
3. U2OPIA SERVICES
3.1 Scope of Services U2opia provides communication-enabling technology and APIs through the Message Central platform, including, without limitation:
- messaging and SMS services
- OTP and authentication services
- number verification services
- SIM-related verification services
- voice services
- APIs and SDKs
- connectivity and routing services
- managed infrastructure
- dashboards and portals
- technical documentation
- integration tools
- analytics and reporting
- other services made available by U2opia from time to time
3.2 Service Availability and Eligibility The specific Services available to Customer may depend on Customer's location, Account, business profile, regulatory status, use case, technical requirements, available Carrier connectivity and other factors.
3.3 Third-Party Service Providers U2opia may use its Affiliates, Carriers, telecommunications operators, aggregators, technology providers, cloud providers, Subprocessors, subcontractors and other third-party service providers to provide all or part of the Services.
3.4 Geographic Availability U2opia does not guarantee that every Service will be available in every country, territory, network or jurisdiction.
3.5 Service-Specific Requirements Certain Services may be subject to additional technical, regulatory, geographical, traffic, throughput, usage or eligibility requirements.
4. CHANGES TO SERVICES AND API VERSIONING
4.1 Right to Modify Services U2opia may modify, enhance, replace, suspend, restrict or discontinue any Service, API, feature, functionality, routing method, Carrier connection, technology or component of the Services from time to time.
4.2 Permitted Reasons for Changes Such changes may be required due to:
- changes in applicable laws or regulations
- Carrier or Operator requirements
- security or fraud risks
- technical or infrastructure requirements
- third-party service changes
- commercial considerations
- changes in telecommunications networks
- product improvements
- circumstances beyond U2opia's reasonable control
- changes in technology or security standards
4.3 Notice of Material Changes Where reasonably practicable, U2opia may provide advance notice of material changes. However, no advance notice shall be required where immediate action is reasonably necessary to address security, fraud, regulatory, legal, Carrier or operational risks.
4.4 API Deprecation U2opia may designate an API or API version as deprecated and may discontinue support for a deprecated API following reasonable notice.
4.5 Backward Compatibility U2opia does not guarantee backward compatibility of APIs or Services indefinitely.
4.6 Migration Period Where technically and commercially practicable, U2opia may provide a reasonable migration period for material backward-incompatible changes.
4.7 Customer Compatibility Responsibility Customer is responsible for ensuring that its Application remains compatible with supported API versions.
5. CUSTOMER ACCOUNT
5.1 Account Information Customer must provide accurate, complete and current information when creating and maintaining an Account.
5.2 Updating Account Information Customer shall promptly update its Account information whenever such information changes.
5.3 Customer Account Responsibilities Customer is solely responsible for:
- all activities conducted through its Account
- maintaining the confidentiality of Account credentials
- restricting unauthorized access
- maintaining appropriate security controls
- managing its sub-accounts and users
- ensuring that all persons accessing the Services through Customer are authorized
5.4 Security Incident Notification Customer shall immediately notify U2opia of:
- unauthorized access
- suspected compromise of credentials
- security breach
- fraudulent activity
- unauthorized use
- loss of access credentials
- any other security incident affecting the Account
5.5 Customer Security Failure U2opia shall not be liable for loss resulting from Customer's failure to maintain appropriate Account security, except to the extent directly caused by U2opia's breach of these Terms or an applicable SLA.
5.6 Legal Authority to Operate Customer represents and warrants that it is legally entitled and authorized to conduct its business and use the Services in each jurisdiction in which it operates.
5.7 Credential Sharing Prohibition Customer shall not share Account credentials with any unauthorized third party.
6. CUSTOMER RESPONSIBILITIES AND COMPLIANCE
6.1 Lawful Use of Services Customer shall use the Services only for lawful, legitimate and authorized purposes.
6.2 Compliance with Applicable Laws Customer is solely responsible for ensuring that its use of the Services, including all Application Content and End User communications, complies with all applicable laws and regulations.
6.3 Applicable Regulatory Requirements Such laws and regulations may include, as applicable:
- telecommunications laws
- electronic communications laws
- privacy and data protection laws
- consumer protection laws
- direct marketing and anti-spam laws
- anti-fraud requirements
- sanctions and export-control laws
- anti-bribery and anti-corruption laws
- content restrictions
- cybersecurity laws
- regulatory requirements applicable to the relevant API or Service
- laws applicable in the country of origin, destination or processing of the relevant communication or data
6.4 Required Consents and Authorizations Customer shall obtain all consents, permissions, registrations, licenses and authorizations required for its use of the Services.
6.5 End User Consent Customer shall ensure that its End Users have provided all legally required consent for communications, authentication, verification, marketing or other processing undertaken through the Services.
6.6 Consent Records Customer shall maintain appropriate records demonstrating such consent where required by applicable law.
6.7 Regulatory Circumvention Prohibited Customer shall not use the Services to circumvent any applicable law, Carrier requirement, regulatory restriction or telecommunications restriction.
6.8 KYC, KYB, AML and Sanctions Compliance Customer shall comply with all KYC, KYB, AML, sanctions, fraud-prevention and verification requirements communicated by U2opia.
6.9 Compliance Information Requests U2opia may request information and documentation relating to Customer, its ownership, business, End Users, use case, traffic, source of funds, destination of traffic or regulatory status. Customer shall provide such information promptly.
6.10 Compliance-Based Restrictions U2opia may refuse onboarding or restrict, suspend or terminate Services where Customer fails to satisfy applicable verification or compliance requirements.
6.11 Destination-Country Compliance Customer is responsible for ensuring that its traffic, sender identity, content, use case and destination are permitted under the laws and regulatory requirements applicable to the relevant jurisdiction.
7. PROHIBITED USE
7.1 General Prohibited Activities Customer shall not, and shall not permit any End User, Affiliate, employee, contractor or third party to:
- violate applicable law
- violate the AUP
- send unsolicited, deceptive, misleading, fraudulent or unlawful communications
- conduct phishing, spoofing, impersonation or social-engineering activities
- transmit malware, malicious code or harmful content
- conduct spam or bulk communications in violation of applicable law or Carrier requirements
- engage in fraud or facilitate fraudulent activity
- use the Services to obtain unauthorized access to accounts, systems or information
- interfere with or disrupt the Services
- circumvent security, authentication or usage restrictions
- use the Services for unlawful gambling, prohibited financial activity or other regulated activity without required authorization
- use the Services for content or activities prohibited by U2opia's AUP
- manipulate traffic, delivery reports, billing records or usage data
- use the Services to evade Carrier, regulatory or geographical restrictions
- reverse engineer the Services except to the limited extent expressly permitted by applicable law
- attempt to identify, extract or derive source code, algorithms or underlying technology
- use the Services to compete with U2opia by creating a substantially similar service using U2opia's technology or Confidential Information
- resell the Services except where expressly authorized by U2opia in writing
- permit any third party to use Customer's Account for unauthorized purposes
- exceed applicable rate limits or technical restrictions without U2opia's authorization
- generate artificial, fraudulent or manipulated traffic
- use automated methods to probe, scan, test or stress the Services without authorization
7.2 Traffic Enforcement Rights U2opia may immediately suspend, block, filter, throttle or reject traffic reasonably suspected of violating this Section.
8. FEES, PRICING, INVOICING AND PAYMENT
8.1 Prepaid Services Certain Services require Customer to maintain prepaid credits or a wallet balance.
8.2 Nature of Wallet Credits Wallet credits are prepaid credits that may be used only for eligible Services.
8.3 General Payment Terms Unless expressly agreed otherwise in writing:
- all prepaid Fees are payable in advance
- invoiced Fees are payable within the period specified in the applicable Order Form or invoice
- Fees are exclusive of applicable taxes
- Customer shall pay all applicable GST, VAT, withholding taxes, duties or similar taxes imposed on the Services
- Customer shall not set off or withhold amounts payable to U2opia except where required by applicable law
- payment gateway, banking and transaction charges may be charged to Customer
- Customer remains responsible for all charges incurred through its Account
8.4 Electronic Invoicing U2opia may issue invoices electronically.
8.5 Usage Records as Evidence U2opia's platform records, usage records and transaction records shall constitute prima facie evidence of Customer's usage and applicable charges, except in the case of manifest error.
8.6 Billing Dispute Period Customer shall notify U2opia of any invoice dispute within fifteen (15) calendar days after the invoice date, specifying the disputed amount and reasonable details of the dispute.
8.7 Payment of Undisputed Amounts Customer shall pay all undisputed amounts when due notwithstanding any billing dispute.
8.8 Deemed Acceptance of Invoices If Customer does not raise a billing dispute within the period specified in Section 8.6, the relevant invoice shall be deemed accepted, except in cases of manifest error, fraud or amounts that cannot lawfully be waived or disputed.
8.9 Credit Notes and Adjustments U2opia may issue credit notes or billing adjustments where appropriate.
8.10 Pricing Changes U2opia may change pricing upon reasonable prior notice. Pricing may also change immediately or on shorter notice where required due to Carrier, regulatory, governmental, exchange-rate, taxation or third-party cost changes.
8.11 Prospective Application of Pricing Changes Unless otherwise agreed in writing, pricing changes shall apply prospectively and shall not retrospectively alter charges already incurred.
8.12 Minimum Commercial Commitments Where Customer is required to maintain a minimum balance, minimum monthly commitment, minimum billing amount or other commercial commitment, such obligation shall apply notwithstanding Customer's actual usage.
9. MINIMUM MONTHLY COMMITMENT – ENTERPRISE ACCOUNTS
9.1 Minimum Monthly Commitment Amount To avail of the applicable support and enterprise services provided by Message Central, each Enterprise Account shall be subject to the minimum monthly consumption committed by the Customer, as agreed and documented in the applicable onboarding form, unless otherwise agreed in writing by the Parties.
9.2 Application Against Consumption The Minimum Monthly Commitment shall form part of Customer's monthly consumption value and may be utilized against applicable Services, usage charges and other billable charges incurred during the relevant calendar month.
9.3 Minimum Payment Where Usage Is Below Commitment Where the Customer's actual monthly consumption and other applicable billable usage during a calendar month is less than the minimum monthly consumption committed by the Customer and agreed and documented in the applicable onboarding form, the Customer shall nevertheless be liable to pay the applicable minimum monthly consumption amount for that month.
9.4 Charges Where Usage Exceeds Commitment Where the Customer's actual monthly consumption and other applicable billable usage during a calendar month exceeds the minimum monthly consumption committed by the Customer and agreed and documented in the applicable onboarding form, the Customer shall be charged based on its actual consumption and applicable charges, and no separate or additional minimum monthly consumption amount shall be payable for that month.
9.5 No Carry-Forward of Unused Commitment Unused Minimum Monthly Commitment shall not carry forward to a subsequent month and shall have no cash or refund value.
9.6 Application During Reduced Usage or Suspension The Minimum Monthly Commitment shall apply irrespective of whether Customer fully utilizes the Services during the relevant month, including where usage is reduced, suspended, inactive or otherwise below the applicable minimum.
9.7 Initial-Month Proration Unless otherwise agreed, U2opia may prorate the Minimum Monthly Commitment for the initial month of activation.
9.8 Nature of Minimum Commitment The Minimum Monthly Commitment shall not be construed as a deposit, security deposit or refundable amount.
9.9 Revision of Minimum Commitment U2opia may revise the Minimum Monthly Commitment upon reasonable prior written notice. Any revised commitment shall apply prospectively.
9.10 Taxes on Minimum Commitment All Minimum Monthly Commitments are exclusive of applicable taxes unless expressly stated otherwise.
10. TAXES AND WITHHOLDING
10.1 Customer Tax Responsibility All Fees are exclusive of applicable GST, VAT, sales tax, service tax, duties and similar taxes unless expressly stated otherwise.
10.2 Taxes on Customer's Purchase Customer shall be responsible for all taxes imposed on its purchase or use of the Services, except taxes imposed on U2opia's net income.
10.3 Withholding Tax Obligations If Customer is required by applicable law to deduct or withhold tax from any payment to U2opia, Customer shall:
- provide U2opia with reasonable advance notice
- make the deduction only to the extent legally required
- promptly remit the withheld amount to the applicable authority
- provide U2opia with an official tax certificate or other satisfactory evidence of remittance within thirty (30) days or such other period required by applicable law
10.4 Withholding Tax Gross-Up Except where the withholding arises solely because U2opia failed to provide a legally required tax-residency or similar document, Customer shall gross up the relevant payment so that U2opia receives the amount it would have received had no withholding been required.
10.5 Tax Cooperation The Parties shall reasonably cooperate to obtain any available tax exemption, treaty relief, reduced withholding rate or other applicable tax benefit.
11. WALLET TOP-UP, REFUND AND CHARGEBACK POLICY
11.1 Wallet Credit Purpose Wallet credits are prepaid service credits intended solely for use of the Services.
11.2 Restrictions on Wallet Credits Wallet credits:
- are not cash
- are not redeemable for cash
- are not transferable
- cannot be sold or assigned
- cannot be pledged or encumbered
- are generally non-refundable
11.3 Promotional Credits Promotional, bonus, complimentary and test credits, including free OTP/SMS credits, are strictly non-refundable, non-transferable and non-encashable.
11.4 Permitted Refund Circumstances Refunds may be considered only in exceptional circumstances, including:
- duplicate payment
- payment successfully processed but wallet not credited
- material technical failure directly attributable to U2opia resulting in inability to use the purchased Service
- another circumstance expressly approved by U2opia
11.5 Non-Refundable Circumstances Refunds shall not be available for:
- consumed or partially consumed credits
- Customer's change of mind
- incorrect top-up selection
- account inactivity
- integration or configuration issues
- Customer-side technical issues
- Carrier or third-party network failures
- delays caused by Customer
- promotional or test credits
- third-party charges
- regulatory restrictions affecting Customer
- suspension or termination resulting from Customer's breach
- any other circumstance where the Services were available to Customer but were not used
11.6 Refund Request Deadline Refund requests must be submitted within seven (7) calendar days from the relevant payment date, except where applicable law requires a longer period.
11.7 Refund Documentation U2opia may require transaction records, Account information and other documentation before processing a refund.
11.8 Refund Deductions Any approved refund may be processed after deduction of:
- applicable taxes
- payment gateway charges
- transaction charges
- banking fees
- third-party processing charges
- other non-recoverable costs reasonably incurred by U2opia
11.9 Refund Processing Period Approved refunds shall ordinarily be processed within seven (7) to ten (10) Business Days, subject to the payment provider and banking system.
11.10 Fraudulent Refund Requests U2opia may reject refund requests involving suspected fraud, abuse, manipulation, repeated refund requests or violation of these Terms.
11.11 No Automatic Refund Upon Termination Closure or termination of an Account does not automatically create a right to refund unused credits.
11.12 Chargeback Restrictions Customer shall not initiate a payment chargeback or reversal except in good faith and where genuinely required due to an unauthorized transaction, fraud or other legally valid basis.
11.13 Chargeback Investigation Where Customer initiates a chargeback, Customer shall provide U2opia reasonable information concerning the chargeback and, where practicable, provide U2opia an opportunity to investigate before initiating the chargeback.
11.14 Recovery of Chargeback Costs Customer shall reimburse U2opia for reasonable chargeback fees, payment-provider fees and other directly incurred costs arising from an unjustified chargeback.
11.15 Fraud Prevention Controls U2opia may delay wallet crediting, impose transaction limits, require additional verification or reverse fraudulent credits where reasonably necessary to prevent fraud or payment abuse.
12. LICENSE
12.1 License Grant Subject to Customer's compliance with these Terms, U2opia grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right during the applicable Term to:
- access and use the Services
- use U2opia's documentation
- use the APIs and SDKs made available by U2opia
- integrate the Services into Customer's Application solely for Customer's lawful business purposes
12.2 Affiliate Access Customer Affiliates may use the Services through Customer's Account only with U2opia's permission and provided that Customer remains fully responsible for their acts and omissions.
12.3 No Implied Rights No rights are granted except those expressly stated in these Terms.
13. RESTRICTIONS
13.1 Prohibited Technical Activities Customer shall not:
- copy, reproduce, modify or create derivative works of the Services
- reverse engineer, decompile or disassemble the Services
- access the Services for the purpose of building a competing product
- circumvent usage limits or technical restrictions
- remove proprietary notices
- rent, lease, sublicense or commercially exploit the Services except as expressly permitted
- access APIs through unauthorized methods
- use automated methods to probe or test the Services without authorization
- interfere with the integrity or performance of the Services
- allow unauthorized third parties to access the Services
14. INTELLECTUAL PROPERTY
14.1 U2opia Intellectual Property U2opia and its licensors retain all right, title and interest in and to:
- the Services
- APIs
- SDKs
- software
- source code and object code
- infrastructure
- technology
- documentation
- interfaces
- trademarks and branding
- U2opia Content
- reports and analytics generated by U2opia's platform
- all improvements, modifications and derivative works
14.2 No Transfer of Ownership Nothing in these Terms transfers ownership of U2opia's intellectual property to Customer.
14.3 Customer Intellectual Property Customer retains ownership of its Application and Application Content, subject to the rights granted to U2opia under these Terms.
14.4 License to Process Customer Content Customer grants U2opia a worldwide, non-exclusive, royalty-free right to process, transmit, store where necessary, reproduce and otherwise use Application Content solely to the extent necessary to provide, secure, maintain and support the Services and comply with applicable law.
14.5 Customer Rights and Authority Customer represents and warrants that it has all rights necessary for U2opia to process Application Content as contemplated by these Terms.
14.6 Protection of U2opia Branding Customer shall not register, attempt to register or use any trademark, domain name, social-media identifier or branding confusingly similar to Message Central or U2opia.
15. FEEDBACK
15.1 Customer Feedback Rights Customer may provide suggestions, recommendations, ideas or feedback relating to the Services.
15.2 U2opia Use of Feedback U2opia may use such feedback without restriction or compensation, provided that U2opia shall not use Customer Confidential Information or Personal Data in doing so.
16. CONFIDENTIALITY
16.1 Confidentiality Obligation Each Party shall protect the Confidential Information of the other Party using reasonable safeguards and shall use such information only for purposes of performing or exercising rights under these Terms.
16.2 Authorized Disclosures Confidential Information may be disclosed only to employees, Affiliates, professional advisers, contractors, service providers, investors, financing sources or other representatives who have a legitimate need to know and are bound by confidentiality obligations.
16.3 U2opia Service Provider Disclosures U2opia may disclose Customer Confidential Information to its Affiliates, Carriers, Sub processors, service providers and subcontractors to the extent reasonably required to provide the Services.
16.4 Exclusions from Confidential Information Confidentiality obligations shall not apply to information that:
- is publicly available without breach
- was lawfully known before disclosure
- is lawfully received from a third party without confidentiality restriction
- is independently developed without use of Confidential Information
16.5 Legally Required Disclosure A Party may disclose Confidential Information where required by law, regulation, court order or governmental authority, provided that, where legally permitted, it gives the other Party reasonable notice.
16.6 Survival of Confidentiality Confidentiality obligations shall survive termination for five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.
17. DATA PROTECTION AND PRIVACY
17.1 Compliance with Data Protection Laws Each Party shall comply with applicable data protection and privacy laws in connection with its activities under these Terms.
17.2 Customer's Legal Basis for Processing Customer shall ensure that it has all lawful bases, notices, consents and authorizations required for the collection, transmission and processing of Personal Data through the Services.
17.3 Data Processing Agreement Where U2opia processes Personal Data on behalf of Customer, the Parties shall enter into an applicable DPA where required by law or reasonably requested by either Party.
17.4 DPA Precedence The DPA shall govern the processing of Personal Data to the extent of any conflict with these Terms.
17.5 Sensitive Personal Data Customer shall not submit sensitive or regulated Personal Data through the Services unless such use is expressly permitted by U2opia in writing and supported by the applicable Service.
17.6 No Permanent Data Storage Commitment Unless expressly agreed in writing, U2opia does not undertake to provide Customer with permanent data storage or backup services.
17.7 Customer Backup Responsibility Customer remains responsible for maintaining its own backups of data, API responses, logs and other information that it is required to retain.
17.8 Use of Subprocessors U2opia may use third-party infrastructure and Subprocessors to provide the Services.
17.9 Subprocessor Obligations U2opia shall ensure that Subprocessors processing Personal Data on behalf of Customer are subject to appropriate contractual confidentiality and data protection obligations.
17.10 Appointment and Replacement of Subprocessors U2opia may add, replace or remove Subprocessors where reasonably necessary to provide the Services.
17.11 Subprocessor Information U2opia may maintain a list of material Subprocessors and may make such list available to Customer upon reasonable request.
17.12 International Processing Customer acknowledges that Personal Data may be processed in countries other than the country in which Customer or its End Users are located, subject to applicable law and any applicable DPA.
17.13 International Transfer Safeguards Where applicable law imposes requirements relating to international transfers of Personal Data, the Parties shall cooperate in good faith to implement appropriate contractual, technical or organizational safeguards.
17.14 Security Measures U2opia shall implement commercially reasonable technical and organizational measures designed to protect Personal Data against unauthorized access, loss, alteration, disclosure or destruction.
17.15 Security Controls Such measures may include, as appropriate:
- access controls
- authentication controls
- encryption in transit
- encryption at rest where appropriate
- logging and monitoring
- vulnerability management
- incident response procedures
- backup and recovery procedures
- employee confidentiality and security measures
17.16 Security Incident Notification U2opia shall notify Customer without undue delay after becoming aware of a confirmed Security Incident affecting Customer Personal Data, subject to applicable law and the terms of the DPA.
17.17 Regulatory Cooperation The Parties shall reasonably cooperate in relation to legally required notifications, regulatory investigations and remediation arising from a Security Incident.
17.18 Customer Compliance Responsibility Customer shall not use the Services in a manner that causes U2opia to violate applicable data protection laws.
18. CUSTOMER APPLICATION AND END USERS
18.1 Application and End User Responsibility Customer is solely responsible for its Application and End Users.
18.2 Application Requirements Customer shall ensure that its Application:
- is secure
- complies with applicable law
- contains appropriate terms of use and privacy notices
- does not contain malicious code
- does not facilitate prohibited activity
- does not create unreasonable security, operational or reputational risk for U2opia
18.3 End User Misuse Customer shall ensure that its End Users do not misuse the Services.
18.4 Customer Responsibility for End Users Customer remains liable for all acts and omissions of its End Users, employees, contractors, Affiliates and other persons accessing the Services through Customer's Account.
19. API, RATE LIMITS AND INFRASTRUCTURE RESPONSIBILITIES
19.1 API-Based Service Delivery The Services are provided through APIs, software, connectivity and managed infrastructure operated or arranged by U2opia.
19.2 No Unqualified Availability Guarantee Subject to any expressly agreed SLA, U2opia does not guarantee uninterrupted availability, continuous connectivity, specific response times, latency or error-free operation.
19.3 Compliance with Technical Documentation Customer shall comply with applicable API documentation, technical requirements, rate limits and usage restrictions.
19.4 U2opia Rate and Usage Controls U2opia may impose or modify:
- API rate limits
- throughput limits
- concurrent connection limits
- message volume limits
- destination restrictions
- account-level usage limits
- other technical controls reasonably required to protect the Services
19.5 Customer Application Responsibility Customer is solely responsible for the design, development, security, maintenance and resilience of its own Application and systems integrating with the Services.
19.6 Required Customer Resilience Measures Customer shall implement, as appropriate:
- retry logic
- timeout and connection handling
- error handling and exception management
- failover and redundancy mechanisms
- rate-limit and traffic management
- application-level monitoring and alerting
- backup, business continuity and disaster recovery procedures
19.7 No Permanent Storage Facility Customer acknowledges that the Services are not intended to constitute a permanent data storage or backup facility.
19.8 Customer-Side Failure Exclusion U2opia shall not be responsible for failures, losses or disruptions arising from Customer's Application, infrastructure, internet connection, configuration, integration, security controls, failure to implement appropriate resilience measures or failure to maintain appropriate backups, except to the extent directly caused by U2opia's breach of an expressly applicable SLA.
20. THIRD-PARTY NETWORKS AND CARRIERS
20.1 Third-Party Dependencies Certain Services depend upon third-party networks, Carriers, Operators, aggregators, cloud providers, internet service providers and other third parties.
20.2 Third-Party Performance Limitations U2opia does not control such third parties and cannot guarantee:
- uninterrupted availability
- delivery of every message
- delivery speed
- network coverage
- routing
- throughput
- latency
- network quality
- availability of any particular Carrier
- continuation of any particular third-party connection
20.3 Carrier and Network Failures U2opia shall not be liable for any failure, delay, rejection, filtering, blocking, routing issue, suspension or termination caused by a Carrier, Operator, third-party provider, governmental authority or network, except to the extent expressly provided under an applicable SLA or required by applicable law.
20.4 Carrier and Route Changes U2opia may change Carriers, routes or connectivity arrangements at any time.
20.5 Delivery and Filtering Risks Customer acknowledges that delivery may be affected by network congestion, spam filtering, DND restrictions, Carrier policies, sender-ID requirements, destination-country regulations, handset limitations and other circumstances outside U2opia's reasonable control.
21. MONITORING, AUDIT AND SECURITY
21.1 Service Monitoring Rights U2opia may monitor Customer's use of the Services for security, fraud prevention, compliance, billing, quality assurance, technical support and operational purposes.
21.2 Investigation of Misuse U2opia may investigate suspected misuse or violations of these Terms.
21.3 Customer Information Cooperation Customer shall provide information reasonably requested by U2opia in connection with:
- compliance verification
- fraud investigations
- security incidents
- regulatory requirements
- billing disputes
- technical issues
21.4 Traffic Protection Measures U2opia may block, filter, reject or throttle traffic where reasonably necessary to protect its systems, customers, Carriers, reputation or the public.
21.5 Customer Audit Rights Where Customer is entitled to conduct an audit under a DPA or applicable law, such audit shall, where reasonably practicable, first be satisfied through available security certifications, questionnaires, reports or other documentation.
21.6 Audit Restrictions Any permitted audit shall:
- be conducted on reasonable prior notice
- occur during normal business hours
- avoid unreasonable disruption
- protect U2opia's Confidential Information
- not provide access to information relating to other customers
22. SUSPENSION
22.1 Grounds for Suspension U2opia may immediately suspend, restrict, block, filter or throttle Customer's access to all or any portion of the Services if:
- Customer breaches these Terms
- Customer violates the AUP
- Customer fails to pay amounts when due
- fraud or abuse is suspected
- Customer's use creates a security risk
- Customer's use creates regulatory or legal exposure
- a Carrier or governmental authority requires suspension
- Customer exceeds applicable usage, rate or credit limits
- Customer provides false or misleading information
- Customer fails KYC/KYB or compliance requirements
- Customer's Account is compromised
- abnormal or fraudulent traffic is detected
- suspension is reasonably necessary to protect U2opia, its Affiliates, customers, Carriers or third parties
22.2 Notice Before Suspension Where reasonably practicable, U2opia may provide notice before suspension. However, no prior notice is required where immediate action is reasonably necessary.
22.3 Partial Suspension U2opia may suspend only the affected API, destination, traffic type, Service or Account component where reasonably practicable.
22.4 Payment Obligations During Suspension Suspension shall not relieve Customer of payment obligations for Fees incurred before or during suspension.
23. TERMINATION
23.1 Customer Termination Rights Customer may terminate its Account in accordance with the applicable account closure procedure or applicable Order Form.
23.2 U2opia Termination for Convenience U2opia may terminate these Terms for convenience by providing thirty (30) days' written notice, unless otherwise provided in an applicable Order Form.
23.3 Immediate Termination Events U2opia may terminate immediately where:
- Customer materially breaches these Terms
- Customer violates the AUP
- Customer engages in fraud or unlawful activity
- Customer fails to pay amounts due
- Customer fails KYC/KYB requirements
- continued provision of Services would create legal, regulatory or security risk
- a Carrier or regulator requires discontinuation
- Customer becomes insolvent or subject to bankruptcy or similar proceedings
- Customer ceases or threatens to cease its ordinary business operations
23.4 Accrued Rights Termination shall not affect rights or obligations accrued before termination.
23.5 Consequences of Termination Upon termination:
- Customer shall cease use of the Services
- all outstanding amounts become immediately due
- all licenses granted under these Terms terminate
- Customer shall cease using U2opia intellectual property
- Customer shall remain responsible for obligations accrued before termination
23.6 No Automatic Wallet Refund Unless expressly required by applicable law or separately agreed in writing, termination does not create an automatic right to refund unused wallet credits.
23.7 Post-Termination Data Export Where legally and technically practicable, Customer may request an export of Customer Data within thirty (30) days following termination, subject to applicable law, security requirements and reasonable charges.
24. BETA, TRIAL AND PROMOTIONAL SERVICES
24.1 Beta and Trial Services U2opia may offer beta, trial, promotional, experimental or pre-release Services ("Beta Services").
24.2 Beta Service Limitations Beta Services may contain errors, defects, limitations or functionality that differs from commercial Services.
24.3 Beta Service Disclaimer Beta Services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties except as expressly required by applicable law.
24.4 Modification or Withdrawal of Beta Services U2opia may modify, suspend or discontinue Beta Services at any time.
24.5 Beta Service Liability U2opia shall have no liability for loss arising from Customer's use of Beta Services to the maximum extent permitted by applicable law.
24.6 Promotional Terms Promotional offers, including free OTP/SMS credits, may be subject to separate Promotion Terms.
24.7 Promotional Eligibility and Fair Use Any promotional credit is subject to eligibility, fair-use, technical, geographical and promotional conditions determined by U2opia.
24.8 Nature of Promotional Credits Promotional credits have no cash value, are non-transferable and are non-refundable.
25. DATA RETENTION AND DELETION
25.1 Data Retention Practices U2opia may delete Customer Data in accordance with its applicable retention practices, the DPA and applicable law.
25.2 No Permanent Archive Customer acknowledges that the Services are not intended to constitute a permanent archival or backup facility.
25.3 Permitted Data Retention U2opia may retain information where reasonably necessary for:
- legal compliance
- regulatory requirements
- fraud prevention
- security
- dispute resolution
- accounting and tax purposes
- enforcement of these Terms
- legitimate business purposes permitted by applicable law
25.4 Deletion Following Termination Following termination, U2opia may delete Customer Data after expiry of any applicable retention period, subject to applicable law and the DPA.
25.5 Liability for Lawful Deletion U2opia shall not be liable for deletion or loss of Customer Data where such deletion occurs in accordance with these Terms, applicable law or the DPA.
26. INDEMNIFICATION
26.1 Customer Indemnity Obligations Customer shall defend, indemnify and hold harmless U2opia, its Affiliates, directors, officers, employees, contractors, suppliers, Carriers, licensors and service providers from and against claims, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees, arising from or relating to:
- Customer's breach of these Terms
- Customer's violation of applicable law
- Customer's Application or Application Content
- Customer's use or misuse of the Services
- claims by End Users
- violation of privacy or data protection laws by Customer
- Customer's violation of telecommunications or messaging regulations
- spam, fraud, phishing, spoofing or other prohibited activity
- infringement of third-party intellectual property rights by Customer's Application or Content
- unauthorized use of the Services by Customer or its End Users
- gross negligence or willful misconduct by Customer or its personnel
26.2 U2opia Intellectual Property Indemnity Subject to the limitations and exclusions in this Section, U2opia shall defend Customer against a third-party claim alleging that the authorized use of the Services, as provided by U2opia and used in accordance with these Terms, infringes such third party's intellectual property rights. U2opia shall indemnify Customer against damages finally awarded by a court or amounts agreed in settlement arising from such claim.
26.3 Exclusions from U2opia IP Indemnity U2opia shall have no obligation under Section 26.2 to the extent a claim arises from:
- Customer's modification of the Services
- Customer's combination of the Services with products or services not supplied by U2opia
- Customer's Application or Content
- use of the Services contrary to U2opia's documentation or these Terms
- continued use after U2opia has provided notice to cease such use
- Beta Services
26.4 IP Claim Remedies If a claim under Section 26.2 arises or is reasonably likely to arise, U2opia may, at its option:
- procure the right for Customer to continue using the Services
- modify or replace the affected Services
- terminate the affected Services and refund any prepaid unused Fees attributable to the terminated portion
26.5 Notice of Indemnifiable Claim The indemnified Party shall promptly notify the indemnifying Party of any indemnifiable claim where reasonably practicable.
26.6 Control of Defense and Settlement The indemnifying Party shall control the defense and settlement of the claim, provided that it shall not settle any claim in a manner that:
- admits liability on behalf of the indemnified Party
- imposes obligations on the indemnified Party
- restricts the indemnified Party's rights, without the indemnified Party's prior written consent
27. WARRANTIES
27.1 Corporate Authority Each Party represents that it has corporate authority to enter into these Terms.
27.2 Services Provided "AS IS" Except as expressly stated in these Terms or an applicable SLA, Customer acknowledges that the Services are provided on an "AS IS" and "AS AVAILABLE" basis.
27.3 Disclaimer of Implied Warranties To the maximum extent permitted by applicable law, U2opia disclaims all express, implied and statutory warranties, including warranties of:
- merchantability
- fitness for a particular purpose
- title
- non-infringement
- uninterrupted availability
- accuracy
- reliability
- latency
- throughput
- delivery
- compatibility
- results
27.4 No Specific Service Guarantees U2opia does not warrant that:
- the Services will be uninterrupted
- all messages will be delivered
- any particular delivery time will be achieved
- any Carrier will remain available
- the Services will be error-free
- defects will always be corrected
- the Services will meet every Customer requirement
27.5 Non-Excludable Warranties Nothing in this Section excludes any warranty that cannot lawfully be excluded.
28. NO EMERGENCY SERVICES
28.1 Emergency Service Exclusion The Services are not intended for emergency communications, including 911, E911 or equivalent emergency services, and shall not be relied upon as a replacement for traditional emergency communication services.
28.2 No Emergency Routing Obligation U2opia does not undertake to connect emergency calls or communications to emergency service providers.
29. DISCLAIMER OF THIRD-PARTY SERVICES
29.1 Third-Party Service Integration U2opia may provide access to or integrate with third-party services, networks, platforms or providers.
29.2 Third-Party Service Responsibility U2opia is not responsible for the availability, security, functionality, performance or acts or omissions of such third parties, except to the extent expressly required under applicable law or an applicable SLA.
30. LIMITATION OF LIABILITY
30.1 Exclusion of Consequential Losses To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, consequential, incidental, special, punitive or exemplary damages or for loss of profits, revenue, business, goodwill, anticipated savings, contracts or data, business interruption or cost of substitute services.
30.2 General Liability Cap Subject to Sections 30.3 and 30.4, U2opia's aggregate liability arising out of or relating to the Services or these Terms shall not exceed the total Fees actually paid or payable by Customer to U2opia for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
30.3 Uncapped or Non-Excluded Liability The limitations in this Section shall not apply to:
- Customer's obligation to pay Fees
- fraud or fraudulent misrepresentation
- liability that cannot lawfully be excluded or limited
- Customer's indemnification obligations to the extent they arise from third-party claims
30.4 Enhanced Liability Cap To the extent permitted by applicable law, aggregate liability for breach of confidentiality, data protection obligations or intellectual property indemnity obligations shall be subject to a separate cap equal to two (2) times the general liability cap in Section 30.2.
30.5 Multiple Claims Multiple claims shall not increase the applicable aggregate liability cap.
30.6 Failure of Essential Purpose The limitations in this Section shall apply notwithstanding any failure of essential purpose of any limited remedy.
30.7 Mandatory Legal Limitations Nothing in these Terms excludes liability that cannot lawfully be excluded or limited under applicable law.
31. FORCE MAJEURE
31.1 Force Majeure Protection Neither Party shall be liable for failure or delay in performing its obligations, other than payment obligations, to the extent caused by events beyond its reasonable control.
31.2 Force Majeure Events Force Majeure Events include:
- natural disasters
- fire
- flood
- earthquakes
- war
- terrorism
- civil unrest
- governmental action
- sanctions
- strikes
- labor disputes
- internet failures
- telecommunications failures
- Carrier or Operator outages
- cable cuts
- cloud infrastructure failures
- cyberattacks
- denial-of-service attacks
- power failures
- regulatory restrictions
- shortage of infrastructure or resources
- other events beyond reasonable control
31.3 U2opia Service Measures During Force Majeure U2opia may suspend or modify the Services during a Force Majeure Event without liability.
32. SERVICE LEVELS AND SUPPORT
32.1 Application of SLA Where an SLA is expressly agreed in writing, U2opia shall provide the Services in accordance with the applicable SLA.
32.2 No Implied SLA Unless expressly stated in an SLA, no specific uptime, latency, response time, support level or service credit is guaranteed.
32.3 SLA Components An SLA may specify:
- service availability
- support hours
- incident severity levels
- response times
- resolution targets
- planned maintenance
- emergency maintenance
- service credits
- exclusions
32.4 Service Credits as Remedy Unless otherwise stated in the applicable SLA, service credits shall be Customer's sole and exclusive monetary remedy for failure to meet an applicable service level.
32.5 SLA Exclusions Service levels shall not apply to failures caused by:
- Customer systems
- Customer misuse
- unauthorized modifications
- internet connectivity outside U2opia's control
- Carrier or third-party failures
- Force Majeure Events
- scheduled maintenance
- circumstances expressly excluded by the SLA
33. GOVERNING LAW
33.1 Applicable Law These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law principles.
34. DISPUTE RESOLUTION AND ARBITRATION
34.1 Management-Level Resolution The Parties shall first attempt in good faith to resolve any dispute through management-level discussions.
34.2 Formal Dispute Notice A Party asserting a dispute shall provide written notice describing the nature of the dispute and relief sought.
34.3 Thirty-Day Resolution Period The Parties shall have thirty (30) calendar days from receipt of such notice to attempt resolution.
34.4 SIAC Arbitration If the dispute is not resolved within that period, it shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules in force at the commencement of the arbitration.
34.5 Seat of Arbitration The seat of arbitration shall be Singapore.
34.6 Number of Arbitrators The tribunal shall consist of one (1) arbitrator.
34.7 Arbitration Language The language of arbitration shall be English.
34.8 Arbitrator's Authority The arbitrator shall have authority to award any remedy permitted by applicable law and consistent with these Terms.
34.9 Interim and Injunctive Relief Nothing in this Section prevents either Party from seeking urgent interim, injunctive or equitable relief from a court of competent jurisdiction, including for:
- intellectual property infringement
- confidentiality breaches
- unauthorized use
- fraud
- cybersecurity violations
- misuse of the Services
- protection of Confidential Information or intellectual property
34.10 Confidentiality of Arbitration The arbitration and its existence, pleadings, evidence and award shall be confidential except where disclosure is required by law or necessary to enforce an award.
34.11 Debt Recovery Proceedings Nothing in this Section prevents U2opia from bringing proceedings for recovery of undisputed or overdue amounts in a court of competent jurisdiction.
35. NOTICES
35.1 Operational Notices U2opia may provide operational notices by email, through the Account, through the Site or through the Services.
35.2 Electronic Notice Receipt Notices sent to the email address registered in Customer's Account shall be deemed received when sent, unless the sender receives an automated failure notification.
35.3 Customer Contact Information Customer is responsible for maintaining accurate contact details.
35.4 Legal Notices to U2opia Legal notices to U2opia shall be sent to: U2opia Mobile Pte. Ltd., 10 Jalan Besar, #10-02 Sim Lim Tower, Singapore 208787, with a copy to such legal or compliance contact as U2opia may designate from time to time.
36. ASSIGNMENT
36.1 Customer Assignment Restriction Customer may not assign, transfer, novate or otherwise dispose of its rights or obligations under these Terms without U2opia's prior written consent.
36.2 U2opia Assignment Rights U2opia may assign or transfer these Terms to:
- an Affiliate
- a successor
- an acquirer of all or substantially all of its business or assets
- another entity in connection with a merger, restructuring or corporate transaction, without Customer's consent
37. PUBLICITY AND CUSTOMER REFERENCE
37.1 Customer Name Reference U2opia may identify Customer as a customer of Message Central using Customer's name in customer lists, presentations and similar marketing materials.
37.2 Logo and Case Study Approval Use of Customer's logo or publication of a case study containing Customer Confidential Information shall require Customer's prior approval, unless otherwise agreed in writing.
37.3 Withdrawal of Case Study Approval Customer may revoke approval for a case study where continued publication would disclose Confidential Information or create a material reputational concern.
38. RELATIONSHIP OF THE PARTIES
38.1 Independent Contractors The Parties are independent contractors.
38.2 No Partnership or Agency Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise or agency relationship.
38.3 No Authority to Bind Neither Party has authority to bind the other except as expressly agreed in writing.
39. NO THIRD-PARTY BENEFICIARIES
39.1 General Third-Party Rights Exclusion Except for U2opia's Affiliates, suppliers, Carriers, licensors and service providers who are expressly protected under these Terms, these Terms do not create rights in favor of any third party.
40. GOVERNMENT CUSTOMERS
40.1 Application to Government Customers If Customer is a government entity, use of the Services shall be subject to these Terms except to the extent mandatory applicable law expressly requires otherwise.
40.2 No Implied Government Rights No additional rights shall be granted to a government entity unless expressly agreed in writing.
41. MODIFICATIONS TO THESE TERMS
41.1 Permitted Reasons for Modification U2opia may modify these Terms from time to time to reflect:
- changes in law
- regulatory requirements
- changes in Services
- security requirements
- business practices
- operational requirements
41.2 Publication of Updated Terms Updated Terms may be posted on the Site or communicated electronically.
41.3 Acceptance by Continued Use For self-service Customers, continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms.
41.4 Negotiated Enterprise Agreements For Customers subject to a separately executed Master Services Agreement or Enterprise Agreement, amendments to negotiated contractual provisions shall be governed by the amendment mechanism in that agreement.
41.5 Customer's Remedy for Rejection If Customer does not agree to an updated provision applicable to a self-service Account, Customer's remedy is to discontinue use of the affected Services and terminate its Account in accordance with these Terms.
42. WAIVER
42.1 No Implied Waiver Failure or delay by a Party in exercising any right or remedy shall not constitute a waiver.
42.2 Written Waiver Requirement A waiver shall be effective only if made expressly in writing by an authorized representative of the Party granting the waiver.
43. SEVERABILITY
43.1 Invalid Provision If any provision of these Terms is held invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable.
43.2 Continued Effect of Remaining Provisions The remaining provisions shall continue in full force and effect.
44. ENTIRE AGREEMENT
44.1 Complete Agreement These Terms, together with the Privacy Policy, AUP, applicable DPA, SLA, Service-specific terms, Order Forms, Pricing Schedules, Promotion Terms and any other documents expressly incorporated herein, constitute the entire agreement between the Parties concerning the Services and supersede all prior discussions, communications and understandings relating to the same subject matter, except for any separately executed agreement expressly intended to govern the relevant Services.
45. INTERPRETATION
45.1 Headings Headings are for convenience only and do not affect interpretation.
45.2 Singular and Plural The singular includes the plural and vice versa.
45.3 Meaning of "Including" "including" means including without limitation.
45.4 References to Laws References to laws include amendments, replacements and subordinate legislation.
45.5 Electronic Communications "Written" includes electronic communications where legally valid.
45.6 Currency References to currency shall be to United States Dollars unless otherwise specified.
45.7 Calculation of Days References to days mean calendar days unless expressly stated to be Business Days.
46. SURVIVAL
46.1 Continuing Obligations The provisions concerning:
- payment obligations
- intellectual property
- confidentiality
- data protection
- data retention
- indemnification
- limitation of liability
- dispute resolution
- governing law
- restrictions
- accrued rights
- tax obligations
- any provision intended by its nature to survive termination shall survive termination or expiry of these Terms
47. ELECTRONIC ACCEPTANCE
47.1 Validity of Electronic Acceptance Customer agrees that electronic acceptance, including clicking an acceptance button, checking an acceptance box, creating an Account, purchasing credits, executing an electronic Order Form, integrating with an API or using the Services, constitutes valid acceptance of these Terms to the extent permitted by applicable law.
47.2 Electronic Records as Evidence Customer agrees that electronic records of acceptance, transactions, communications and Account activity may be used as evidence of Customer's acceptance and use of the Services.
48. CUSTOMER ACKNOWLEDGEMENT
48.1 Telecommunications and Internet Risks By using the Services, Customer acknowledges that telecommunications and internet-based services involve inherent operational and third-party risks.
48.2 Carrier Dependency Customer acknowledges that message delivery is dependent upon third-party networks and Carriers.
48.3 Limited Control Over Telecommunications Infrastructure Customer acknowledges that U2opia does not control all aspects of telecommunications infrastructure.
48.4 Application and End User Responsibility Customer acknowledges that it is responsible for its Application and End Users.
48.5 Regulatory Compliance Responsibility Customer acknowledges that it must comply with all applicable laws and regulatory requirements.
48.6 Customer Resilience and Backup Responsibility Customer acknowledges that it is responsible for maintaining appropriate application-level resilience and backups.
48.7 Independent Evaluation Customer acknowledges that it has independently evaluated whether the Services are appropriate for its intended use.
48.8 Third-Party Infrastructure Risk Customer acknowledges that Service availability and performance may depend upon third-party networks and infrastructure.
48.9 Jurisdictional Compliance Customer acknowledges that it is responsible for ensuring that its use of the Services is legally permissible in each relevant jurisdiction.
49. CONTACT
49.1 Operational and Support Contact For operational, account or support matters: Email: operations@messagecentral.com
49.2 Legal Notice Address For legal notices: U2opia Mobile Pte. Ltd., 10 Jalan Besar, #10-02 Sim Lim Tower, Singapore 208787
49.3 Website Website: www.messagecentral.com
CUSTOMER ACKNOWLEDGEMENT AND ACCEPTANCE
By registering for, purchasing, integrating with or using Message Central, Customer confirms that it has read, understood and accepted these Terms and agrees to comply with all applicable laws, the AUP, the Privacy Policy and all applicable Service-specific requirements.