Acceptable Use Policy and Agreement of SMS.to

1. Overview

This Acceptable Use Policy and Agreement (Agreement) is a binding agreement between Intergo Telecom Ltd, a company registered in Cyprus and whose registered office is situated in, Tepeleniou, 17, Office 102-103, 8010, Paphos, Cyprus, operators of SMS.to (hereinafter referred to as ‘us’, ‘we’, ‘our’) and you as a user of the services (meaning messaging services hereinafter “Service,” “Free Service,” or collectively the “Services”) we provide.

SMS.to is a comprehensive SMS Marketing and SMS API gateway platform provided by Intergo Telecom Ltd.

By accessing, registering for, or using the Services (including by clicking ‘sign up’, ‘create account’ or any similar buttons), you, as a user of the Services and any legal entity on behalf of which you are using the services, acknowledge that you have read, understood, and agree to comply with this Agreement. 

It is important that you understand your responsibilities and the limitations to the services which you choose to use. Our services are diverse and as a result additional service specific terms may apply.

This Agreement may change from time to time. You should review the terms of this Agreement regularly. By continuing the use of our services, you accept the updated Agreement automatically. We will indicate the date of the latest update of this Agreement at the end of the document.

1. Accepting this Agreement.

By accepting this Agreement, you wish to use SMS.to services either as a paying customer (“Customer”) or as a non-paying customer (“Non-Paying Customer”).

By applying for the Services through our online registration form, you will initially receive the Free Service in accordance with this Agreement and until SMS.to decides otherwise at its sole discretion.

This Agreement is intended for business use only. If you are a consumer (natural person acting outside your trade, business or profession), additional mandatory consumer protection rules may apply and in case of conflict, those rules will prevail.

1. Binding Effect

The acceptance of this document means that you entered into a binding agreement and these terms apply to all records relating to all transactions you enter into on SMS.to website, including notices of cancellation, policies, contracts and applications. 

You are responsible for any hardware or software required to access or retain such records. You may not accept this Agreement, or use the Services if you are not of legal age to form a binding contract or if you are otherwise prohibited by law from using the Services.

1. Term And Termination

Unless otherwise agreed with your account manager, and subject to earlier termination in accordance with this Agreement, the Agreement has a minimum initial term of twelve (12) months (“Initial Term”).

The Initial Term begins on the Start Date (the date you begin using the Service or Free Service) and ends on the corresponding date twelve months later (“End Date”). After the Initial Term, the Agreement automatically continues on a monthly basis unless either party gives thirty (30) days’ written notice, or the Agreement is otherwise terminated in accordance with this Agreement.

If You wish to terminate the Agreement, You must either:

1. Give written notice within seven (7) working days from the Start Date, in which case the termination takes immediate effect; or

1. Give not less than thirty (30) days’ written notice, which may not take effect before the End Date.

If you seek to terminate before the End Date and no termination right applies, you must pay an early termination charge equal to your Average Monthly Spend multiplied by the number of remaining months (or part thereof) of the Initial Term. “Average Monthly Spend” means the average monthly Customer Charges paid by you over the three (3) full calendar months preceding your termination notice (or, if shorter, over the period since the Start Date) or, where a committed minimum monthly spend has been agreed with your account manager, that committed minimum if it is higher. This paragraph does not apply to Non-Paying Customers. Prepaid amounts are non-refundable, except where mandatory consumer protection law or other applicable mandatory law requires otherwise (“No refund, exchange only”).

Either party may also terminate this Agreement with immediate effect by notice to the other party if:

1. The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;

1. The other party commits a material breach of the Agreement and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or

1. In case any license required for us to operate the Services is revoked, terminated or modified, or, in  case of new license requirements being imposed, the license is either not granted to us; or is granted to us but in such a way as to prevent us from continuing to make the Services available or a Network Operator from enabling us to make the Services available.

We may terminate the Agreement immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for us to make the Services available.

If You use the Free Service, You acknowledge that We may cease providing it at any time, temporarily or permanently, without notice.

Termination of the Agreement for any reason does not affect any rights that have accrued to either party under the Agreement up to the date of its termination and those terms and conditions of the Agreement that are by their nature capable of surviving termination will continue in full force and effect following such termination.

On termination of the Agreement:

You will immediately cease to use the Services; and

All outstanding amounts owed to Us become immediately due;

Any unused account credit is forfeited, except payments received within seven (7) days prior to termination, and except where mandatory consumer protection law or other applicable mandatory law requires otherwise;

All rights and licenses granted under this Agreement terminate immediately.

We may, in our own sole discretion, offer you the option to terminate for convenience on different terms in a separate written agreement or order form. In case of any conflict between such agreement and this clause, the separate agreement shall prevail.

5. The Service And The Free Service

The Service enables Paying Customers to use Our Mobile Messaging Services as set out as part of your online registration.

Any such message or action shall be referred to as a “Chargeable Event”.

The Free Service will enable Non-Paying Customers to:

Use a free trial for one or more elements of the Service described in the first paragraph of this clause 5; and/or

Use any element of the Service described in the first paragraph of this clause 5 or any other service made available by Us to You free of charge from time to time at Our absolute discretion.

Some or all elements of the Free Service may be accessed via a web application, an email gateway, a software tool and/or a web service more particularly described on our website at https://sms.to

We reserve the right to introduce, modify or withdraw specific features of the Service or Free Service (such as trial limits, feature availability or access methods), provided that such changes do not reduce the overall functionality of any paid Service during the period for which you have already paid, unless required to do so by law, regulation, or Network Operation requirements.

6. Customer Charges And Payment

The provisions of this clause apply to Paying Customers only

You agree to prepay all Charges due to us for the provision, access, and use of the Service (“Customer Charges”), in accordance with the terms of this Agreement.

You agree to pre-purchase Chargeable Event credits for each month of the Agreement or such other period as is agreed between us. We will allocate to You a corresponding number of Chargeable Events credits for that period. Each Chargeable Event that You conduct using the Service will therefore reduce the value of the Chargeable Event credits available to You by 1 corresponding unit charge (subject to any variation thereof and as agreed with your account manager).

Any Chargeable Event credits purchased by You are only valid for the period in respect of which they have been allocated, any additional expenditure of Chargeable Events, over your allocation limit, in such period, shall not be possible. However, You will still be allowed to purchase new Chargeable Event credits and expand your allocation for the given period at any time.

You shall be solely responsible, by seeking adequate Chargeable Event credit allocation(s) and checking your remaining available Chargeable Event credit level on Our website at https://sms.to/, for ensuring that You have enough Chargeable Event credits to meet your requirements from time to time and We shall not be in any way responsible or liable in the event that You have insufficient Chargeable Event credits to meet your requirements, and/or have exceeded your Chargeable Event credit allocation(s), for any period.

For the avoidance of doubt, a Charge will be incurred for every Chargeable Event conducted by You regardless of whether it is successfully delivered.

If You fail to pay Customer Charges, we may suspend your access to the Service until all outstanding Charges are paid.

You are responsible for all bank and finance charges. Amounts received by us must equal the full amount due.

Payments are non-refundable (“No refund, exchange only”), except as required by mandatory consumer protection law, or other applicable mandatory law, or where we have failed to provide the Services in accordance with this Agreement.

7. Dynamic Pricing & Rate Changes

The pricing of SMS.to services, including but not limited to SMS delivery fees, is subject to change at any time in response to market conditions, changes in supplier costs, regulatory fees, or other external factors. While we strive to provide advance notice where possible, such changes may take effect immediately upon posting or notification. You agree that continued use of the service constitutes acceptance of any revised pricing.

The most up-to-date rates are always available and published at Pricing – SMS.To , which you agree to review periodically as part of your responsibility to remain informed about applicable charges.

In addition, pricing information may be programmatically retrieved at any time via the SMS.to API, including through the Pricing Endpoint described at SMS.to API Documentation , enabling real-time rate checks directly from your systems.

8. Management Of Your Account

After the Free Service session is completed, you may request access to  the full Service  and become a Paying Customer

A member of our account management team will be assigned to You once you begin using the Free Service.

Service terms will be provided in writing. If there is any conflict between this Agreement and subsequently issued service-specific terms, the latter will prevail.

You are solely responsible for the configuration of your account, including API keys, sender IDs, routing choices and any authentication settings. You must ensure that persons who access the account on behalf of you are authorized to do so.

9. Account, Passwords And Security

To provide our services, we may require certain information. You must ensure that the information is complete and accurate. We may suspend or terminate any service if you give information that is not complete and accurate. You warrant that all information you provide to us is complete and accurate. You must immediately notify us if any of your information changes.

We will provide or request that you create a username, customer ID, and password. We may change or suspend these credentials as needed for security.

You are obliged to:

 keep your username, customer ID and password confidential;

 not circumvent, or attempt to circumvent, Our user authentication systems;

tell Us immediately if there is any unauthorized use of your account or any other breach of security; and

be  entirely responsible for all payments and any activities that occur on your account;

be liable for any damage, loss or costs that we or any third party may sustain as a result of any of your actions, or any actions of a third party using your password, account name or account information; and

You must indemnify Us against any claim from any use of your password, account name or account information by a third party or as a result of your violation of this section.

We recommend the use of multi-factor authentication (MFA) where available, and you acknowledge that failure to use appropriate security measures may increase your exposure to risk.

10. Availability And Interruption Of the Service

We will make the Services available to You as either a customer and/or a Non-Paying Customer using reasonable skill and care. You do however acknowledge and agree that the availability of the Services, your ability to access and/or use the Services and the conducting of any given Chargeable Event may depend upon factors beyond Our reasonable control, including (but not limited to):

Factors affecting the operation of the Services and/or preventing Chargeable Event from being successfully conducted such as, by way of example, geographical or topographical shortcomings in the network of any telecommunications network operator (“Network Operator”), network capacity, physical obstructions or atmospheric conditions; or

Factors preventing end-users from receiving Chargeable Events such as, by way of example, the terms and conditions of an end-user’s service provider.

We cannot therefore guarantee:

That the Services will always be available to you or free from faults or interruptions;

The receipt by any intended recipient of any Chargeable Event sent using the Services (as applicable).

We will not be in any way liable for any failure to make the Services available to you to the extent that such failure results from a technical or other failure on the part of any Network Operator or any other event which is beyond our reasonable control. We provide all services “as is” and “as available”, and we hereby do not warrant, represent or guarantee, whether expressly or by implication, that any Services are free of errors or interruptions, always available, fit for any purpose, secure or do not infringe any third party rights.

We may, at our sole discretion, alter or improve the Services we provide to you at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.

It may be necessary from time to time for us to suspend the Services that we provide to you for routine or emergency maintenance and/or repairs and we will, in so far as it is reasonably possible, provide you with a reasonable period of notice prior to any such suspension.

We may at our sole discretion suspend your access to the Services and/or cease to allow any Chargeable Events to be conducted by you at any time. We may also terminate this Agreement for convenience at any time by giving you not less than thirty (30) days’ written notice. In that case, notwithstanding clause 4, no early termination charge will apply and we will refund any unused prepaid Chargeable Event credits.

In the event that you fail to comply with this Agreement we may suspend the services and/or your access to the services.

Without prejudice to the above, where reasonably practicable we will use commercially reasonable efforts to notify you in advance of any planned maintenance windows and to minimise disruption.

11. Support Services

Unless otherwise agreed, we provide online technical support 24/7 via email at support@sms.to 

12. Confidentiality And Data Protection

You will at all times keep confidential all information acquired as a consequence of using Our Services, except for information already in the public domain or information which You are required to disclose by law, requested by any Regulator or reasonably required by your professional advisors for the performance of their professional services.

Each party will comply with all applicable data protection laws in the processing of any personal data, including the mobile telephone numbers of your end-user to whom Chargeable Events will be sent as a consequence of making the Services available to You (such personal data referred hereto collectively as “End-User Data”), under or in connection with the Agreement. Please see our full Privacy Statement as set out on our website at https://sms.to/privacy-statement/

We will treat your End-User Data as confidential and will not disclose it to any third party or use or copy any part of it except for the purposes of making the Services available to You and providing any technical support required, and except as permitted by the DPA or required by law. We will make no further use of your End-User Data without your specific authorization, save for the processing of traffic, billing and routing data that we carry out as an independent controller for billing, fraud prevention, network and information security and compliance with our legal obligations, as described in our Privacy Statement.

Where we process personal data on your behalf, the Parties agree that you act as a ‘Controller’ and we act as ‘Processor’ within the meaning of the EU General Data Protection Regulation (GDPR). That processing is governed by our Data Processing Terms published at [URL – e.g. https://sms.to/dpa/] (the “DPA”), which are incorporated into and form an integral part of this Agreement, and which you accept by accepting this Agreement. No separate signature is required; a countersigned copy is available on request. If any conflict arises between this Agreement and the DPA regarding data protection, the DPA shall prevail. Where you and we have signed a separate data processing agreement, that agreement prevails over the DPA.

13. Marketing

Each party may list the other as a client or supplier (name and logo only) in standard customer lists and pitch decks without prior consent, but any case studies, quotes, or detailed public references (including press releases and blog posts) will require prior written consent.

14. Rules Of Use (Acceptable Use)

You warrant that You will not:

Use the Services or permit the Services to be used to send Chargeable Events to any end-user for marketing purposes without that end-user’s explicit request for, or prior consent, to receiving them. If you are sending any Chargeable Event for commercial purposes to any of your end-users, You must abide by the telephone marketing practices of the end-users’ jurisdiction, including but not limited to, obtaining prior express written consent from those end-users, and give all end-users the right to opt out of receiving any further Chargeable Events sent by You for commercial purposes (and You shall promptly process any end-user’s election to opt out);

Use the Services or permit the Services to be used to convey Chargeable Events to any end-user, with a frequency and in numbers which are excessive in Our reasonable opinion;

Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose;

Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;

Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of any third party; or

Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.

In addition, you must not use the Services to:

• send unsolicited bulk messages (“spam”) or messages to recipients who have not validly opted-in;
• engage in phishing, smishing, fraud, or any deceptive or misleading practice;
• send messages promoting illegal goods or services;
• impersonate any person, company or institution without lawful authorisation;
• bypass or attempt to bypass carrier filters, blocks or anti-spam systems;
• artificially inflate traffic or generate messages solely to trigger callbacks, replies or billing events;
• use SIM farms, grey routes or other unauthorised routing methods.

You will at all times during the continuation of the Agreement:

Send only Chargeable Events that comply with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offense in view of the generally prevailing standards of decency and propriety from time to time;

Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Services;

Comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator; and

Not act in any manner likely to bring Us, the Service, the Free Service or any Network Operator into disrepute and adhere to our Anti-Spam-Policy https://sms.to/antispam-policy at all times.

You will, upon request, provide Us or any Network Operator or Regulator with any information relating to your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to your end-users, including (but not limited to) your end-user Data, is accurate and complete

You will not state or imply any approval by Us of any particular Chargeable Event that You send using the Services or refer to Us in any way without Our prior written approval

Where requested by Us, You will promptly provide Us with a representative Forecast of your Service and/or Free Service needs for the requested period, including (but not limited to) all reasonable details required for Us to plan network capacity requirements.

We may, at Our sole discretion cease to convey, and You will promptly cease to transmit at Our request, any Chargeable Event.

You warrant that You are the sole owner or licensor of all rights in your End-User Data or You have obtained all necessary rights, licenses and consents from all relevant third parties to enable You, Us and Our sub-contractors to use the End-User Data for the purposes of the Agreement.

We will not be in any way liable for the content of any Chargeable Events sent or transmitted using the Service and the full responsibility for their content shall rest on you. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service.

We shall at all times in respect of the subject matter of this Agreement comply with all applicable laws, regulations and rules having equivalent effect.

You shall be responsible for explaining and answering to any complaints that we receive from any relevant regulatory body resulting from your use of the Service and/or Free Service. We will forward any complaints to you as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body and must forward a copy of your response to us immediately. You will be liable for any fines and/or penalties imposed by any regulatory body against you or us or any of our associated companies, due to your contravention of this Agreement.

15. Liability and Indemnities

15.1 Nothing in this Agreement limits or excludes either party’s liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, your obligation to pay the Customer Charges, your indemnity under clause 15.5, or any other liability that cannot be limited or excluded under applicable law.

15.2 Subject to clause 15.1, we will not be liable to you (whether as a Customer or a Non-Paying Customer) for any: (a) indirect, incidental, special, consequential or punitive loss or damage; (b) loss of profits, revenue, business, contracts, turnover, anticipated savings or goodwill; (c) loss or corruption of data, or unauthorised access to or alteration of your registration data or account information; or (d) cost of procuring substitute goods or services, in each case whether or not foreseen or foreseeable and even if we were advised of the possibility of such loss.

15.3 Subject to clause 15.1, our total aggregate liability to you arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Customer Charges paid by you in the twelve (12) months immediately preceding the event giving rise to the claim or, where you have used only the Free Service, one hundred euro (EUR 100).

15.4 The exclusions and limitations in this clause 15 apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and apply even if a remedy under this Agreement fails of its essential purpose. They are in addition to the provisions of clause 10 (Availability and Interruption of the Service) and clause 17 (Force Majeure).

15.5 You will indemnify and hold harmless us, our affiliates and our and their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all claims, demands, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the website and/or the Services, including the content of any Chargeable Event sent using your account; (b) your breach of this Agreement, including clause 14 (Rules of Use), or of any applicable law, regulation or Code; (c) any information you provide to us being inaccurate or incomplete; (d) any use of your username, customer ID, password, API keys or account information by you or by any third party, except to the extent caused by our failure to comply with our security obligations; and (e) any fine or penalty imposed by any Regulator or Network Operator on us or our affiliates as a result of your contravention of this Agreement.

15.6 Each party acknowledges that it has not entered into this Agreement in reliance on any representation (other than a fraudulent representation), warranty or other term except as expressly set out in this Agreement, and all conditions, warranties and other terms implied by statute, common law or otherwise are excluded to the greatest extent permitted by law.

16. Intellectual Property

We may grant you an individual, personal, non-exclusive and non-transferable license (“the License”) to use our proprietary software or application service, in object code form only, and only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You may not reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of our software; modify, translate, or create derivative works based on the software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the software or application; or remove any proprietary notices or labels with regard to our services. We retain ownership of all proprietary applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify us of any suspected infringement of our intellectual property of which you become aware and will take all reasonable action as we may direct in relation to that suspected infringement where such is directly and specifically related to the services, we provide you.

These Licenses terminate when our contract with you ends and you must destroy and stop using all our software and applications in your possession. The software is provided, and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability in clauses 10 and 15 of this Agreement. It is your responsibility to test the services before entering this contract

17. Force Majeure

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under this Agreement that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary telecommunications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties (including, but not limited to, Network Operators), acts of government or Regulators or telecommunications network congestion.

18. Assignment

Neither party will assign, transfer or sub-contract either in whole or in part any of its rights or obligations under the Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), provided that we shall be entitled without your prior written consent to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Agreement to any affiliated company; any sub-contracting that involves the processing of End-User Data on your behalf is subject to the sub-processor provisions of the DPA.

19. Severability

If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

20. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with laws of the Republic of Cyprus and the parties hereto submit to the exclusive jurisdiction of the Courts of Paphos, Cyprus for the purpose of enforcing any claim arising hereunder, unless otherwise mandatorily required under applicable law.

21. Notices

Notices to you under this Agreement or the DPA may be given by email to the primary email address associated with your account or by notice in your account dashboard and are deemed received on the business day after they are sent. You must keep your account email address up to date.

Notices to us must be sent by email to support@sms.to  or, for data protection matters, to dpo@intergotelecom.com , or by courier to our registered office. This clause does not apply to the service of legal proceedings.