Terms & Conditions
Please read these terms and conditions carefully.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS SMS USER AGREEMENT ("SMS AGREEMENT") DESCRIBES THE TERMS AND CONDITIONS UNDER WHICH WEBSMS.COM.NG OFFERS YOU (THE "USER" OR "YOU" OR "YOUR") AN ACCOUNT (THE "ACCOUNT") FOR USE OF WEBSMS.COM.NG SERVICE (THE "SMS SERVICE")
We frequently update, modify and otherwise continually seek to improve the service and such changes often dictate that we simultaneously modify the terms and conditions of use. As such, we have the right to modify the terms of this agreement and to change or discontinue any aspect or feature of our service, in either case, as it deems reasonably necessary. If you do not agree with any such changes, your use of the service will be cancelled at your request, in accordance with the procedures for cancellation set forth in this agreement. WEBSMS.COM.NG shall notify you 14 days prior to such changes taking place.
Furthermore, you accept that should there be a contradiction, the terms & conditions therein shall apply.
1 – Definitions
1.1 - "Websms.com.ng" shall refer to Nanotouch Solutions, a private company registered in Nigeria under registration number NB2409377.
1.2 - "User", “You”, “Your” shall refer to the party using the Products and/or Services and/or Software as provided by Websms.com.ng.
1.3 - "Service" shall mean the activity and obligation of Websms.com.ng to provide the services and/or deliverables.
1.4 - "Effective Date" means the date on which the service is started.
1.5 – “Account” shall mean the User’s platform for interacting with Websms.com.ng’s Services
1.6 - Unless inconsistent with the context, or otherwise indicated, in this agreement reference to a "person" shall include a juristic or artificial person, including without limitation, a firm, company voluntary association, or partnership.
2 – Entire Agreement
This policy is effective as of Aug 14, 2019. Please read the following important Terms of Service Agreement (the Agreement) before accessing or using any of the various services (the Services) made available to you (the client) by Nanotouch Solutions through https://websms.com.ng. The use of services constitutes agreement to these terms. By accessing or using the Services, you acknowledge that you have carefully read and understood whatever has been listed, and you agree to be bound by these Terms.
3.1 - This is a legally valid agreement that lays out the terms and conditions for the use of all services which comes under https://websms.com.ng service agreed by you. The usage of the service is limited under all the terms & conditions herewith published. This agreement shall be governed by the rules and regulations of the authorities of the government of Nigeria Please read this agreement carefully. All notices under this agreement will be written and be deemed have been validly sent when sent from the authorized WEBSMS.COM.NG email. Notices shall also be deemed to have been received when acknowledged by User.
3.2 – Websms.com.ng shall provide telephone and email support to the User between 7:00am and 6:00pm, Monday to Friday and best efforts will be made to respond to calls and emails outside office hours. Reports of Service disruption shall be responded to within one hour of report by User.
4 – Effective Date
4.1 - The effective date is the date when the agreement is signed or started using the Websms.com.ng’s Service.
4.2 - This agreement, notwithstanding the date of acceptance or signature, will be deemed to have commenced on the effective date.
5 – Duration
5.1 - The duration of this agreement shall continue indefinitely, unless terminated by either party.
5.2 - Either party may terminate this agreement by giving the other party 30 (thirty) days prior written notice.
6 – Improper Use
6.1 - The User will not nor will the User authorize or permit any other person or party to use the Service:
- 1.1 – to send or knowingly receive or conduct any communication which is in violation of any law, regulation, regulatory authority or which is defamatory, offensive, abusive, indecent, obscene or menacing, or in breach of confidentiality, privacy, trade secrets, or in breach of any third party intellectual property rights known to the User, or in breach of any other rights;
- 1.2 – to cause any annoyance or inconvenience;
- 1.3 – to defraud or attempt to defraud.
6.2 – The User unconditionally accepts and that it will abide by:
- 2.1 – Websms.com.ng’s acceptable use policy, available on request or may be viewed at https://www.websms.com.ng, the terms with which the User declares itself familiar which can be amended from time to time, with prior 14 days’ notice to the User;
- 2.2 – Websms.com.ng’s Licence terms and conditions which can be amended from time to time, with 14 days prior notice are available on request or may be viewed at https://www.websms.com.ng/terms.
- - Without derogating from any other right of recourse available to Websms.com.ng in this Agreement, any deliberate breach of Clause 6.2 by the User shall be deemed to be a material breach of this agreement and shall entitle Websms.com.ng to suspend and/or terminate the Service Agreement.
Websms.com.ng may suspend the Service without notice with immediate effect if it is established that the User is in breach of this Agreement and Websms.com.ng may refuse to restore the Service until the User has given Websms.com.ng a written assurance that there will be no further contravention.
- - com.ng shall be entitled to suspend and/ or terminate the Services to the User if it is established that Websms.com.ng or third party network being or is potentially jeopardized, harmed and/ or impeded, by the User's use of the Services.
- - The User acknowledges and agrees that Websms.com.ng may monitor the communication performance of the system associated with the use of the services, for the purpose of improving the quality of the service.
- - The User shall indemnify and keep Websms.com.ng indemnified from any claim howsoever arising lawful or otherwise, brought by any third party resulting from the User's use of the Websms.com.ng system and/or communication networks connected to the system. The User will pay all costs, damages, awards, fees (legal fees on an attorney and own User scale whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction of such judgment) and judgments finally awarded against Websms.com.ng arising from such claims, and will provide Websms.com.ng with notice of such claims, full authority to defend, compromise or settle such claims and all reasonable assistance necessary to defend such claims, at the User's sole expense.
Websms.com.ng agrees that any actions taken by Websms.com.ng in respect of such claims will be taken in reasonable consultation with the User.
- - The User may use the system to link into other networks and the User agrees to conform to the acceptable use policies of such networks. If communications by the User do not conform to these standards, or if the User makes profligate use of the system and/or the Service to the detriment of Websms.com.ng or other Websms.com.ng’s customers, Websms.com.ng reserves the right to restrict the passage of the User communications until the User negotiates with Websms.com.ng an acceptable undertaking as to its use.
- COM.NG shall in all cases of suspension, termination or restriction of the Services to the User, give the User 14 (fourteen) days’ prior notice of the act or use complained of. Failure by the User to discontinue or rectify the offending such shall then result in suspension, termination or restriction of the Services.
- COM.NG shall indemnify and hold the User blameless against all damage, losses, liabilities or claims suffered by the User or brought against the User by any third party as a result of the operation of the System/Services (without default of User) or as a result of the acts or omission of WEBSMS.COM.NG.
7 – Warranties
7.1 - Save as expressly set out in this agreement, Websms.com.ng does not make any representations nor give any warranties or guarantees of any nature whatsoever in respect of the System. All warranties which are implied or residual at common law are included as part of these terms.
7.2 - Websms.com.ng warrants that it is the owner of all patents and intellectual property in the System/Service and has the rights to license the User’s access thereto. Websms.com.ng further warrants that the Services will be provided in a workmanlike, professional manner by appropriately qualified personnel.
7.3 - Websms.com.ng warrants a 99% availability and in a case of downtime, updates will be provided of the Service and the User shall be entitled to SMS or other Service credits for periods of service unavailability.
– Exclusion of Liability
8.1 - Except for any deliberate act or negligence of a party, its associates, support or agents, and except as otherwise expressly provided herein to the contrary, neither party shall be liable to the other for any loss or damage of whatsoever nature and/or arising (including consequential or incidental loss or damage which shall include but shall not be limited to loss of property or of profit, business, goodwill, revenue or anticipated savings) or for any costs, claims or demands of any nature, arising directly or indirectly out of the System or Services, their use, access, withdrawal or suspension without notice, or out of any information or materials provided or not provided, as the case may be.
8.2 - Subject to clause 8.1 and clause 8.2 above, the entire liability of either party to the other for damages from any cause related to or arising out of this agreement, regardless of the form of action, whether in contract or in delicate, will not exceed the average aggregate of the Services fees and Charges paid by the User to Websms.com.ng under this agreement.
8.4 - Due to the need to conduct urgent maintenance, repairs and/or improvement work from time to time on the technical infrastructure by means of which the Services are provided, the provision of the Services may be suspended by Websms.com.ng from time to time, with the giving of at least, 24 (twenty four) hours for urgent maintenance and 72 (seventy two) hours’ notice for other related repairs, and all liability on the part of Websms.com.ng for any loss or damage, whether directly or consequential, incurred or for any costs, claims, or demands of any nature, where such notice is given, is excluded.
9– Take-down Notice
9.1 - Websms.com.ng have the right to suspend and / or terminate Services to the User, should any notification be received of unlawful activity by the User, in respect of the services, pursuant to the provisions of the law of the applicable country and standard organization(s).
10– Breach of Contract
10.1 - Websms.com.ng shall be entitled, but not obligated to suspend and/ or terminate this agreement without giving notice to the User in of the following circumstances:
- 1.1 - In the event of the User failing to make payment in terms of this Agreement within 7 (seven) days after it becoming due and payable. It is understood and agreed that invoices are due and payable by the User within 30 (thirty) days of receipt;
- 1.2 - In the event of the User failing to comply with any of the terms and conditions of this agreement, all of which are deemed to be material and it shall be relevant whether the User is aware of the content of any material so transmitted;
- 1.3 - Either party shall be entitled, but not obligated to terminate this Agreement upon 14 (fourteen) days prior written notice in the following circumstances:
- 1.3.1 - In the event of a party allowing a judgment against it to remain unsettled for more than 7 (seven) days without taking immediate steps to have it rescinded and successfully prosecuting the application for rescission to its final end;
- 1.3.2 - In the event of a party being placed in liquidation or under judicial management whether provisionally or finally; and/ or
- 1.3.3 - With respects to 10.1.3.1 and 10.1.3.2, not appeal the judgment that was granted against it on an opposed basis.
- - In the event of there being a legal dispute between the parties, the User may opt to continue with the punctual payment of all and/ or any amounts due in terms of this Agreement, especially if the dispute is as to payment.
- - If Websms.com.ng elects to cancel this Agreement as provided for in clause 10.1 hereof Websms.com.ng shall be entitled to:
- 3.1 - Claim all outstanding monies already due for payment as on the date of repudiation and/ or cancellation of this Agreement;
- 3.2 - Treat all outstanding amounts as immediately due and payable if the period stated for their payment under this agreement has expired;
- 3.3 - To claim interest on the amounts as provided for in 10.3.1 and 10.3.2;
- 3.4 - Immediately terminate all and/ or any of the Services provided to the User in terms of this Agreement. Upon acceptance of this Agreement by the User, the User consents to such termination under the circumstances and the termination not amounting to an act of spoliation;
- 3.5 - Claim any and/ or all damages that Websms.com.ng might incur as a direct and/ or indirect result of the User's repudiation and/ or breach of this Agreement without notice;
- 3.6 - To retain all amounts already paid by the User in terms of this Agreement, except where Services have not been rendered for such payment;
- 3.7 - To retain and/ or reclaim possession of any goods of whatever nature provided by Websms.com.ng, directly or indirectly, or by any third party instructed by Websms.com.ng to the User, which the User has not paid for, irrespective as to whether the said goods are prescribed in this Agreement, or not.
- 3.8 - In the event of suspension, termination, cancellation and/ or expiration of this Agreement as provided for in this Agreement and/ or as provided for in common law, the provisions of this Agreement which are intended to continue and survive, shall continue to and survive accordingly.
10.4 – The User may elect to terminate this agreement in the event of Websms.com.ng failing to meet the Service level agreements contained hereunder. In the event of such termination, the User shall be entitled to a refund of monies paid for the Services.
11– Force Majeure
11.1 - Neither of the parties shall be held liable for failure to perform any of its obligations under any circumstance where the failure or default is caused by or arises as a result of force majeure including, but not limited to, fire, flood, lightning, civil unrest and acts of governmental, regulatory or military authorities;
11.2 - The defaulting party affected by force majeure shall notify the other party in writing of the occurrence of the circumstances and the estimated extent and duration of its inability to perform its obligations under the circumstances within 48 (forty eight) hours of the occurrence of the force majeure.
11.3 - In the event of a force majeure circumstance, both parties shall use all reasonable endeavors to minimize the effects to the affected party.
12– Refund Policy
WHEREAS the services rendered by Nanotouch Solutions (BN 2409377) "Websms.com.ng" entails the sale of cellular "SMS" (Short Message Service) via the national and international cellular networks to the public and corporate institutions ("a Purchaser"), and WHEREAS SMS is a redeemable item constituting liquid monetary value ("cash"), and WHEREAS a transaction of sale between Websms.com.ng and any Purchaser constitutes the exchange of cash for cash, and WHEREAS a sale by Websms.com.ng of SMS to a Purchaser is conditional upon the Purchaser accepting the terms of Websms.com.ng refund policy,
NOW THEREFORE THE REFUND POLICY OF Websms.com.ng IS AS FOLLOWS:
12.1 - Upon receipt and clearance by Websms.com.ng of Purchaser purchase price of SMS Websms.com.ng shall credit the Purchaser SMS account with the number of SMS within one hour and 24hrs if there is a general downtime purchased in the proprietary Websms.com.ng business system ("the Credit")
12.2 - The Credit to the Purchaser SMS account perfects the transaction of Purchase and sale between the Purchaser and Websms.com.ng.
12.3 - Websms.com.ng shall only refund the Purchaser the purchase price in the event that:
- 3.1 - the Websms.com.ng proprietary business system fails to make available for delivery or deliver the SMS purchased by the Purchaser within time frame agreed by the parties. The refund shall be made within 14 (fourteen) days of Websms.com.ng having been given written notice by the Purchaser of such or any Websms.com.ng proprietary business system failure in accordance with the Terms and Conditions of Sale accepted by the Purchaser upon purchasing SMS.
- 3.2 - the Websms.com.ng proprietary business system fail to credit the Purchaser SMS account with the number of SMS purchased in the proprietary Websms.com.ng business system within the time agreed by the parties. The refund shall be made 14 (fourteen) days of Websms.com.ng having been given written notice by the Purchaser of such or any Websms.com.ng proprietary business system failure in accordance with the Terms and Conditions of Sale accepted by the Purchaser upon purchasing SMS.
- - Failure of cellular networks, satellites and satellite functions and cellular network servers, systems or apparatus ("the cellular networks") outside the management and control of Websms.com.ng, causing SMS delivered by Websms.com.ng to the cellular networks against possession by Websms.com.ng of proof of such delivery, to be lost and not delivered to the Purchaser intended SMS recipient SHALL NOT constitute a ground for refund by Websms.com.ng to the Purchaser. In such event Websms.com.ng shall assist the Purchaser in any claim that he, she or it may have as a result of the cellular networks receiving but not delivering such SMS.
- - In the event that Websms.com.ng refunds a Purchaser, Websms.com.ng shall only refund the Purchaser to the equivalent in Naira of the SMS in credit in the Purchaser SMS account or alternatively the amount Purchased, as decided by the User/Purchaser.
- - In applicable circumstances, to be determined by Websms.com.ng, administrative cost for such refund shall be deducted.
13 – Advertisements and Links to Other Sites
13.1 - Websms.com.ng does not endorse the content on any third-party Web sites.
13.2 - Websms.com.ng is not responsible for the content of linked third-party sites, indexes or directories, sites framed within this Site, or third-party advertisements, and does not make any representations regarding their content, accuracy or non-infringement.
14 - Confidentiality
All information disclosed by either Party to the other in connection with or pursuant thereto shall be deemed to be Confidential Information, whether or not that written information is marked as being confidential or proprietary when given or confirmed in writing as such and hereby agrees to keep such Confidential Information in the strictest of confidence and afford such Confidential Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall not be less than reasonable care) to avoid disclosure to or unauthorized use by any third party.