Install xSMS<sup>2</sup> now
As amended: 2012

Codes of conduct. You must comply with the following codes of conduct as required by all services providers who operate services in any of the following territories. Please note: this list below is not comprehensive and customers are responsible for other regulation surrounding your use of xSMS system.
xSMS Compliance with Salesforce.com governor limits:

xSMS is developed for Salesforce.com Force.com platform and product use is subjected to mandatory to follow governor limits imposed by Salesforce.com. Please refer to below link to have more details on Force.com Platform Governor limits.

CLICK HERE FOR MORE INFORMATION

For Ad-Hoc SMS: For each outbound SMS one API call is consumed.
For Bulk SMS: Each batch (maximum batch size is 200) will consume one API call for sending one SMS to many mobile number at once.
For Inbound SMS: It is must to create and configure one Force.com site for handling Inbound SMSs. You may also want to continue with your existing Force.com Site if you have one. For more details on Force.com sites and related pricing please consult your Salesforce.com Account Manager.
For SMS Delivery Reports: xSMS provide services to fetch delivery reports from SMS gateway, these services run in the background and would consume API calls depending on outbound messages sent per day.

Charges and payment

Charges. In consideration for using our services, you must pay us our charges, at the applicable rate then in effect, in the manner we specify including (without limitation) our charges for messages delivered or partially delivered using any available delivery method.

We may from time to time for limited periods offer "free trial" or similar promotions during which no charges or reduced charges shall apply. Such promotions are intended for you to test the capabilities of the service and/or for casual, personal use only. During such promotions, all these terms apply.

All charges are payable up-front : You must pay all charges up-front by buying service credits. If you have no credits, you cannot use the service. Once you have paid the up-front charges, you will only be able to use the service after a reasonable time to as we need to add the credits to your account.

Payment : Charges are due and payable at the time of, or before we deliver a message to your recipients, via every method of delivery based upon the billing plan we select. Payment is deemed to have been made as soon as the charge is available in our bank account. We may make other payment arrangements in our sole discretion, on a case-by-case basis.

You shall pay all charges free of set-off, charges or deductions.

If we issue an invoice to you, you must pay the invoice within 14 (fourteen) days of date of the invoice.
Your failure to pay any amount when due, will constitute a breach of these terms.


In the event of any Regulatory Fine as a result of the client's service, Xarlesys shall be entitled to withhold or deduct the amount of such fine, charge or sum from any sums payable to the Client under this agreement.


Credit Card Payment : If you choose to pay for the service by credit card, and we receive no payment from the credit card issuer, you must pay all amounts due, on demand.

Your agreement with the credit card issuer governs the use of your credit card. So, please refer to that agreement to see what your rights and obligations are as a cardholder.

We charge in Euro, INR (Indian National Rupee) & United States Dollars (USD), depending on the sales transaction. Conversion rates are worked out minimum once a day against the Euro. This may change the amount of the charges due to currency fluctuations. The final amount of the charges is the amount reflected on your credit card statement.

Taxes : Unless stated otherwise, all charges exclude taxes, including (without limitation) sales, use, personal property, value-added, withholding, excise, or other taxes and duties including penalties and interest. You are liable for, and must reimburse us for all taxes imposed in connection with or arising from the provision of any service (other than those assessed on our net income or capital gains). You will provide us with sufficient information to enable the timely payment of any applicable taxes. The sum payable by you upon which any taxes are based shall be increased to the extent necessary to ensure that, after the deduction or withholding of any taxes, we actually receive and retain, free from liability for such taxes, a net amount equal to the amount we would have received and retained in the absence of such taxes.


Increase in charges : We may increase our charges at any time by notice to you prior 14 days.

If we increase our charges after you have bought credits from us, we will give you 14 days' notice of the increase. The increase will then apply to the credits that you have in your account.

Within the 14 day period you may choose to -

  • continue with the service subject to the increase; or
  • end the service in which case we will pay to you the value of any credits that may be left over in your account.

You may then use the service again by buying new credits.
Note : "charges" above refers to "price per credit" and not "credits per destinations".

Refunds of credits : You can ask us to refund any unused credits within 7 days of buying those credits. However, we do not refund branding charges, licenses, monthly administration charges, and any other charges that you pay to us.

When you ask us to pay back credits we will -

  • first deduct our charges for any messages sent;
  • pay you the amount on the scale that corresponds with the equivalent to the amount of message units sent;
  • keep 10% of the amount we refund you as an administration charge; and
  • keep any costs we incur to refund you (e.g. bank costs).

Save as set out above, we refund no payments or charges.

Credit-based billing principles : We can charge variable charges per message sent through our system. We publish these variable charges on the xSMS website from time to time. We charge the published rate when a message is sent through the system. However, you may select the bands or profiles which will apply to specific products, thereby defining the maximum charge per message.

You understand and agree that the number of credits to a specific destination network may change due to various factors, and that we may adjust these rates whenever we deem it necessary to do so.

If you have not selected a specific band or profile that supports delivery to a specific destination, you understand and agree that messages sent may not be delivered to such destinations. Conversely, if you have chosen specific bands which support a higher credit rate per message, and you are not aware that a specific route at the time of sending the message to us will be charged at the said higher rate, you understand and agree that you will be charged at whichever rate was at that stage applicable to the desired destination network or MSISDN number.

Interest : We may levy interest on any amounts that are not paid when due at a rate of 2% above the prime rate, calculated from due date to date of payment, both days inclusive. The prime rate is the publicly quoted basic rate of interest (expressed as a nominal annual compounded monthly in arrear rate) at which our bank from time to time lends on overdraft to its most favored corporate borrowers in the Republic of South Africa, compounded monthly in arrears and calculated on a 365 day year factor, irrespective of whether or not the year is a leap year. A certificate signed by any manager of our bank, whose qualification and authority need not be proved, setting out the prime rate shall constitute prima facie proof of the rate in question.

Currency : We charge in EURO, INR (Indian National Rupee) & and United States Dollars (USD) and convert the amount to the relevant currency at the applicable conversion rate on the date of the transaction. The conversion may change the charge due to currency fluctuations. The final charge is the amount reflected on the credit card holder's statement.

We reserve the right at any time to charge in any currency other than EURO or United States Dollars.

Breach
The following applies if, as part of a service, you earn a revenue share from any mobile network operator. If you breach any of these terms then, without prejudice to our rights under these terms or otherwise at law, we may retain any of your revenue share held by us at the time of the breach as a genuine pre-estimate of the damages suffered by us as a result of your breach.
If you breach any of these terms, then we may immediately, without prejudice to any of our other rights and without notice to you -

  • claim payment of all outstanding amounts due to us;
  • stop or suspend your use of any of the services;
  • end the agreement; and/or
  • claim damages from you.

In all cases, we may keep all amounts already paid by you and recover all our costs associated with your breach, including (without limitation) collection commission and attorney and client legal costs.

Effect of ending this agreement or suspension of service

If this agreement ends or a service is suspended for any reason, you are responsible for any outstanding obligations including (without limitation) payment of any costs or charges that may arise in connection with such ending or suspension, and payment of all outstanding charges for use before the ending or suspension.

Your payment and other obligations under this agreement are not suspended or otherwise affected by a suspension of access to/or use of a service (in whole or in part) where the suspension arises from your failure to comply with the terms.

Upon ending and/or cancellation of a service or this agreement, for any reason you must immediately stop using the service and remove all our downloads on any computer, database, server (local or remote) in your possession or under your control.

We have no obligation to you after any termination or cancellation of a service or this agreement.


Intellectual property and downloads

We (or the appropriate third party) retain all intellectual property to the services, the systems that provide the service and downloads.

You may not, directly or indirectly -

  • sell, sub-license, lease, distribute or otherwise transfer any downloads to any third party.
  • appropriate the downloads in whole or in part for whatever purpose.
  • decompile, disassemble or reverse engineer the downloads, or reduce the downloads to any format other than the format in which they were delivered.
  • create derivative works based on the downloads.
  • incorporate the downloads into any other content for whatever purpose.
  • remove any legal notices (copyright, trademark or other proprietary rights notices).
  • reproduce, publish, perform, broadcast, make an adaptation of, sell, lease, offer or expose any copy of any content in respect of which we own the copyright.
  • use the downloads for timesharing or service bureau purposes or otherwise for the benefit of a third party.
  • frame any portion of the web pages that are part of the service.


You must comply with all national and international laws pertaining to intellectual property rights.

You keep ownership of any original content that you provide when you use a service, including any text, data, information, images, photographs, music, sound, video or any other material which you may upload, transmit or store when using the service.

Subject to the terms and South African law, for the duration of the agreement and the service, we grant you and individual, personal, non-exclusive and non-transferable license to use our downloads, in object code form only, and only in accordance with the applicable end user documentation, if any.