CommzGate CloudSMS Terms of Service

Updated 2020-03-03

CommzGate CloudSMS is a service operated by PACIFIC SYNERGY PTE LTD (PACIFIC SYNERGY).
SMS, voice, email and Push notification messages can be sent through the CommzGate REST API and/ or via the website of CommzGate.

By using PACIFIC SYNERGY’s products, software, services or web sites ("PACIFIC SYNERGY services"), you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the "Terms"). We may update the Terms in the future, and you will be able to find the most current version of this agreement on this URL.

PACIFIC SYNERGY, its subsidiaries and affiliated companies, offer PACIFIC SYNERGY services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Singapore or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of PACIFIC SYNERGY services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify PACIFIC SYNERGY of any unauthorized use of your password or account or any other breach of security. PACIFIC SYNERGY cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

PERSONAL DATA PROTECTION ACT 2012 (PDPA)
Starting from 2 January 2014, the Do Not Call (DNC) provisions under the Personal Data Protection Act 2012 (PDPA) generally prohibits organisations from sending certain marketing messages (in the form of voice calls, text or fax messages) to Singapore telephone numbers, including mobile, fixed-line, residential and business numbers, registered with the DNC Registry.

You agree that you are responsible for the adherence to this Act and you will check your recipient list with the DNC Registry, unless you have the recipients’ clear and unambiguous consent in written or other accessible form for sending the marketing message to the Singapore telephone number. For such marketing messages, you also agree to include clear and accurate information identifying your organisation as well as contact details within the message. This allows the recipient to contact you for clarifications, if necessary.

CHARGES, PAYMENT TERMS AND TAXES

You agree to pay for the use of the PACIFIC SYNERGY  Services as set out on the pricing page on the PACIFIC SYNERGY  website, which may be updated from time to time, unless You have entered into a separate Agreement with PACIFIC SYNERGY in which case special pricing applies. PACIFIC SYNERGY reserves the right to change pricing from time to time.  Your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed price.

PACIFIC SYNERGY Services will be provided against pre-payment by you, without any right of set-off, deduction or counterclaim, to the extent, and for as long as, you are in credit. You will pre-pay the PACIFIC SYNERGY Services  by credit card or, if post-payment is specifically agreed with PACIFIC SYNERGY, pay by wire transfer to an account designated by PACIFIC SYNERGY free of bank or other charges.

Transactions are taken into account for purposes of the charges as recorded and computed by PACIFIC SYNERGY from midnight on the 1st day of the relevant period to midnight of the last day (times are SGT/UTC+8).

PACIFIC SYNERGY reserves the right to set off charges against operator records, as made available to PACIFIC SYNERGY, shall be conclusive as to transactions relevant for the calculation of charges.

In the event that PACIFIC SYNERGY and you have agreed a minimum revenue sum (“Minimum Revenue”), and charges payable for any given month are less than the monthly Minimum Revenue, you will pay PACIFIC SYNERGY the difference between charges and Minimum Revenue.

You must raise any payment dispute by written notice to PACIFIC SYNERGY within fifteen (15) days from date of invoice. PACIFIC SYNERGY will pay the undisputed invoice amount by the invoice due date.

PACIFIC SYNERGY is entitled to terminate this Agreement without further notice if (i) you have outstanding payments older than 30 days or (ii) a payment dispute cannot be resolved within 30 days from its submission.

PACIFIC SYNERGY, at its discretion, may request a security deposit. PACIFIC SYNERGY has the right to request an increase of the security deposit if, in its opinion, traffic materially increased. The Security deposit must be paid in advance. Failure to do so may result in PACIFIC SYNERGY suspending the PACIFIC SYNERGY Service or, if the failure persists, to terminate this Agreement.

Any one-time Setup charges are payable prior service activation date.

Monthly recurring charges are payable in advance and pro-rated from the service activation date for the initial month.

Message usage charges are invoiced at the end of each month.

If there is a Monthly recurring charges component, termination requests shall be given 1 month in advance, charges will continue to apply 1 month after the termination request date.

If you create an SMS receive service using a shared shortcode with MO keyword, SMS messages received on your keyword shall be chargeable to you for a period of 3 months after termination date.

All fees payable under this Agreement by you will be made in accordance with these Payment Terms.

The fees shown on the PACIFIC SYNERGY website are exclusive of any applicable taxes payable in connection with the Services provided hereunder (including, without limitation, GST, VAT or any relevant local sales taxes). All fees are in SGD unless otherwise stated.

An SMS means any Short Message Service sent through the platform of CommzGate. SMS containing up to 160 GSM characters or 70 Unicode characters will be considered as one single SMS, and when exceeding 160 GSM characters or 70 Unicode characters the number of SMS will be calculated according to the ratio of 153 GSM characters per SMS (“GSM Ratio”) or 67 Unicode characters per SMS (“Unicode Ratio”) (i.e. the number of SMS will be equal to the total number of characters divided by the GSM or Unicode Ratio, as applicable). The table below exemplifies the calculation rule:

         GSM        Unicode

1        160        70

2        306        134

3        459        201

4        612        268

5        765        335

6        918        402

7        1071        469

8        1224        536

9        1377        603

10        1530        670

You will be charged for all messages submitted to the PACIFIC SYNERGY service, irrespective of delivery status.

APPROPRIATE CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. PACIFIC SYNERGY reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via PACIFIC SYNERGY services. You understand that by using PACIFIC SYNERGY services you may be exposed to Content that is offensive, indecent or objectionable, and that you use PACIFIC SYNERGY services at your own risk.

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using PACIFIC SYNERGY Services and for any consequences thereof. You agree to use PACIFIC SYNERGY services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts PACIFIC SYNERGY services or servers or networks connected to PACIFIC SYNERGY services.

PROPRIETARY RIGHTS
PACIFIC SYNERGY’s Rights
You acknowledge and agree that PACIFIC SYNERGY services and any necessary software used in connection with PACIFIC SYNERGY services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties.

Except as expressly authorized by PACIFIC SYNERGY or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, PACIFIC SYNERGY services or Software, in whole or in part except as specifically authorized in a separate written agreement.

Your Rights
PACIFIC SYNERGY claims no ownership or control over any Content submitted, posted or displayed by you on or through PACIFIC SYNERGY Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through PACIFIC SYNERGY Services and you are responsible for protecting those rights, as appropriate. PACIFIC SYNERGY furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that PACIFIC SYNERGY has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by PACIFIC SYNERGY services. You acknowledge that PACIFIC SYNERGY may have set no fixed upper limit on the number of transmissions you may send or receive through PACIFIC SYNERGY Services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice. Upon the termination of your use of PACIFIC SYNERGY services, including upon receipt of a certificate or other legal document confirming your death, PACIFIC SYNERGY will close your account and you will no longer be able to retrieve content contained in that account.

PERSONAL NON-COMMERCIAL USE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of PACIFIC SYNERGY services, use of PACIFIC SYNERGY services, or access to PACIFIC SYNERGY services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.

MODIFICATIONS TO SERVICE
PACIFIC SYNERGY  reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, PACIFIC SYNERGY services (or any part thereof) with or without notice. You agree that PACIFIC SYNERGY shall not be liable to you or to any third party for any modification, suspension or discontinuance of PACIFIC SYNERGY services.

TERMINATION
You may discontinue your use of PACIFIC SYNERGY Services at any time. You agree that PACIFIC SYNERGY may at any time and for any reason, including a period of account inactivity, terminate your access to PACIFIC SYNERGY services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to PACIFIC SYNERGY Services, your account or any files or other content contained in your account. Sections on Termination, Indemnity, Disclaimer of Warranties, Limitations of Liability, Exclusions and Limitations and including choice of law, severability and statute of limitations, of the Terms, shall survive expiration or termination.

LINKS
PACIFIC SYNERGY Services may provide, or third parties may provide, links to other World Wide Web sites or resources. PACIFIC SYNERGY may have no control over such sites and resources and you acknowledge and agree that PACIFIC SYNERGY is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that PACIFIC SYNERGY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

INDEMNITY
You agree to hold harmless and indemnify PACIFIC SYNERGY, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively "PACIFIC SYNERGY Pte Ltd and Partners") from and against any third party claim arising from or in any way related to your use of PACIFIC SYNERGY Services, violation of the Terms or any other actions connected with use of PACIFIC SYNERGY Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, PACIFIC SYNERGY will provide you with written notice of such claim, suit or action.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF PACIFIC SYNERGY SERVICES IS AT YOUR SOLE RISK. PACIFIC SYNERGY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PACIFIC SYNERGY AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

PACIFIC SYNERGY AND PARTNERS DO NOT WARRANT THAT
(i) PACIFIC SYNERGY SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) PACIFIC SYNERGY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PACIFIC SYNERGY SERVICES WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH PACIFIC SYNERGY SERVICES WILL MEET YOUR EXPECTATIONS, AND
(V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PACIFIC SYNERGY SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PACIFIC SYNERGY OR THROUGH OR FROM PACIFIC SYNERGY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PACIFIC SYNERGY AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PACIFIC SYNERGY OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM:
(i) THE USE OR THE INABILITY TO USE PACIFIC SYNERGY SERVICES;
(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM PACIFIC SYNERGY SERVICES;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON PACIFIC SYNERGY SERVICES; OR (v) ANY OTHER MATTER RELATING TO PACIFIC SYNERGY SERVICES.

EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 14 AND 15 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.

NOTICE
You agree that PACIFIC SYNERGY may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on PACIFIC SYNERGY Services.

GENERAL INFORMATION
Entire Agreement. 
The Terms (
including any sign-up form for post-paid plans, and any policies, guidelines or amendments that may be presented to your from time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and PACIFIC SYNERGY and govern your use of PACIFIC SYNERGY Services, superceding any prior agreements between you and PACIFIC SYNERGY for the use of PACIFIC SYNERGY Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other PACIFIC SYNERGY Services, affiliate services, third-party content or third-party software.

Waiver and Severability of Terms.
The failure of PACIFIC SYNERGY to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Statute of Limitations.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of PACIFIC SYNERGY Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section headings in the Terms are for convenience only and have no legal or contractual effect.