- INTRODUCTION
This Agreement (“Terms of Service”) govern the use of Services E Ocean Private Limited, a company incorporated under the laws of Pakistan with its registered office at Mezzanine floor, Building 29-C, Sunset Lane #1, Phase 2 extension, D.H.A, Karachi, Pakistan (“Cloud Chords, ”We, “Us”, “Our”) provide to You and the use of www.cloudchords.com (“Site”) including Portal You use to access our Services (“Customer Portal”).
Throughout this Agreement where We refer to ‘Customer’, ‘You’ or ‘Your’ We mean any company, business or an entity with whom Cloud Chords enters into this Agreement. When We refer to ‘Personal Data’, We mean that any personally identifiable information that can personally identify an individual. Additional specific terms contained in the Agreement are defined in the next section.
By registering for or using the Services, You agree having read and fully understood the Agreement and being bound by the terms in the Agreement.
Any deviation from this Agreement shall only be valid if and agreed upon by and between the Parties in writing.
By entering the Agreement, You state being at least 18 years of age and if You are acting on behalf Your employer or other person then You confirm having the consent of the employer or that person to act on their behalf.
This Agreement shall become effective and binding on the Customer upon the date of using the Service (the “Effective Date”).
- GENERAL AGREEMENT
- Definitions
Applicable Law: (i) all applicable laws and regulations, government requests and codes of conduct laid down by competent authorities or regulators that apply to providing or receiving the Service and/or End User Service in the country where the Services and/or the End User Service is delivered; and also (ii) all regulations, guidelines, conditions, policy rules and/or other requirements that are used by Operators in the country where the Service and/or the End User Service is delivered.
Traffic: electronic communication and/or data traffic from and to a mobile telephone and/or fixed line, mobile device or online application. Such traffic includes without limitation SMS, MMS, Push, OTT, RCS, Voice and/or data
Services: All products now, or in the future provided by Cloud Chords to You under the Agreement.
End User: any individual who is authorized to receive Traffic from Your system or send Traffic to Your system using a mobile telephone, online application and/or fixed line.
End User Service: Service provided by You to Your End Users, via the Platform of Cloud Chords
Platform: Cloud Communication Platform of Cloud Chords designed to establish connectivity between an electronic communication network and Your system to send and receive Traffic.
Operator: Electronic communications service provider that allows point to point information exchanges between You and end user of Traffic.
Customer Portal: Web portal managed by Cloud Chords that enables You to securely login using Your credentials to create user accounts, send and receive Traffic to End Users, access information regarding Your Service account such as billing information, Traffic delivery reports and includes any other delivery mechanism for the Services provided by Cloud Chords, including but not limited to any SDK or API.
Taxes: all applicable local, federal and provincial taxes, fees, charges, Operator surcharges, withholding taxes, GST and/or Sales tax.
3. Account Registration, Password and Security
3.1 You will provide Cloud Chords any information required for on-boarding and creation of Service account by Operators. You will provide full name of Your Company, Company business address, Company registration number, tax ID, business phone number, business email ID and the name of the director(s) authorized to sign the Agreement.
3.2 You agree to provide true, accurate, and complete information and to keep all information up to date at all times.
3.3 We reserve the right to suspend or stop You from using the service in case the information provided by You has not been current, complete and accurate.
3.4 We will provide the Customer username and password for each account. You must maintain the confidentiality of user name, passwords and any information regarding the Service or Your account. You will be liable for any loss or damage related to any unauthorized access or use of Your account. You must indemnify us against any claims from any use of Your password, user name or account information by a third party or as a result of Your violation of this section. You must immediately notify Cloud Chords of any unauthorized use of Your password or account at info@cloudchords.com
4. Trial Period
4.1 We will offer You access to eligible Services for a free trial period at Our discretion. Not all Services shall be eligible for a free trial.
4.2 We will terminate access to the Services upon expiration of the trial period.
4.3 At the end of the Trial Period We will send You an email to the address You provided when You registered for the Trial Period, inviting You to subscribe to the Services. You will be given 30 days in which to accept the invitation. If You decide to subscribe You will need to visit the Site and complete the necessary online sign up or contact Our sales team at sales@cloudchords.com to subscribe to the service.
4.4 If You do not accept the invitation to subscribe within 30 days from the invitation, We will assume that You no longer wish to use the Services and use of the Service set out in clause 3.1 will be terminated and all data in Your account will be deleted. You will be under no obligation to pay us for Your use of the Services during the Trial Period.
4.5 We reserve the right to suspend or terminate the Services provided under this Agreement at any time during the Free Trial in its discretion.
5 Customer Obligations
5.1 You are responsible for a secure continuously working connection at Your own cost to the platform of Cloud Chords.
5.2 You shall ensure that content of Traffic is not in violation of any applicable laws.
5.3 You will not provide the Service to any Third Party as a stand-alone offering.
5.4 You will not use the Service to transmit spam or use the Service in a deceptive and fraudulent manner.
5.5 You will not use the Service in any way that may cause damage to, or interfere with Our Services, our network systems, Our Operator systems, any third party’s network systems, Our other Customers or Our reputation.
5.6 You shall promptly provide any required information and the information of other parties connected via Your system to the Platform in response to any request made by any regulatory authority or Operator. You shall provide all such data requested by us within three (3) Working Days.
5.7 You acknowledge that some Operator Services provided by us to You are conditional upon receipt of approval from the Operators. To obtain such approval, You must first complete the Client on-boarding form, which You agree, shall be submitted by Us on Your behalf to the Operators. You further agree that We shall not be obliged to provide You with such Cloud Chords Services until and unless We have obtained the requisite approval from the Operators nor shall You hold us liable in the event the Operators not approve Your use of such Cloud Chords Services.
5.8 In the instance of any fines being levied against Cloud Chords by a regulatory authority or Operator as a result of Your failure to comply with the obligations and/or terms You will be held liable to pay each fine in its entirety.
6. Pricing and Payment
6.1 All prices are stated in PKR and are exclusive of any Taxes that is levied or imposed by any governmental authority or regulatory body in connection with the Service.
6.2 If any pricing is quoted in a different currency other than PKR, the invoice shall be payable in PKR and conversion between PKR and USD is calculated according to the exchange rate listed on www.brecorder.com on the date when invoice is generated.
6.3 You will be responsible for payment of all Taxes mentioned in the invoice against Your availed Services. You shall indemnify Cloud Chords for and against all claims by tax authorities in this regard and shall indemnify Cloud Chords for all losses, penalties and costs arising thereof.
6.4 If a fixed price has been expressly agreed in the Agreement for Service, We are only entitled to change the agreed fixed price(s) after mutual Agreement with You.
6.5 Not withstanding clause 6.4, We are in every instance entitled to change our pricing, following from changes to Applicable Law, from an increase in the purchase price of messages and/or from pricing model changes/ effected by Operators. We shall inform the You in advance of such price increases as soon as reasonably possible.
6.6 If a Service is provided on a post payment basis, We shall issue invoice at the end of such corresponding calendar month for total amount of fees due for Traffic submitted during that month. The invoice is due and payable within fifteen (15) days of the invoice date unless the Agreement explicitly contains different payment terms.
6.7 In case where Bank fee occurs, You are responsible for payment of such fees imposed by Your bank, any intermediate bank and our bank. The net amount received by Us shall correspond to the amount invoiced.
6.8 Our acceptance of any partial payment of an invoice will not waive our right to claim any further payment for that portion of the invoice not paid by You.
6.9 We are entitled to suspend or cancel Your service account in the event that Your account is inactive for 365 days and/or invoice are not paid by the due date. Suspension or cancellation may result in Personal Data or other content being lost or deleted, and We shall not be liable for any such loss or deletion resulting from account suspension or cancellation.
7. Suspension of Service
7.1 We are entitled to suspend all or any part of the Service: (a) in the event that You fail to pay the amounts due to Us within the agreed payment term (which is not subject of a bonda fide dispute); (b) if there is a risk or a threat to the security of the Service or integrity of the Network; (c) fail to comply with any law and/or terms of any Operator, regulatory authority, or other competent authority.
7.2 We reserve the right to suspend the Services if You have provided Us with inadequate, false, inaccurate or misleading information either for the purpose of obtaining the Services or at any time during the provision of the Services
7.3 We reserve the right to suspend the service in the event that If any person whom You permit to use the Services We provide to You or another person involved with You have committed, or may be committing, any fraud against Us, and/or any other person or organization by using the Services or Our Site (or both).
7.4 In addition to Our right to suspend the Services, We reserve the right to temporarily disable access to the Services to conduct maintenance activity on the network and We will, in so far as it is reasonably possible, provide You with a reasonable period of notice prior to any such suspension via email.
8. Confidentiality and Data Protection
8.1 All personal data and information shared between You and Us shall only be used for the purpose of this Agreement.
8.2 Please refer to our Privacy Policy for details on personal data processing with respect to Our Services.
8.3 The Parties acknowledge that Cloud Chords is a data processor for the purpose of processing personal data on end-users when providing the service to You.
8.4 You acknowledge that We have the right to monitor and intercept any Traffic sent or received by You under the Service for the purpose of verifying compliance under this Agreement.
8.5 We shall maintain the personal data in confidence. In particular, We agree that We shall not disclose any Personal Data provided to us by, for, or on Your behalf to any third party without Your prior consent, except as foreseen and required for the performance of the Services under the Agreement or mandatory law.
8.6 We will delete Customer’s personal data after the end of the provision of the Services unless differently required by the applicable laws and regulations.
9. Your Use of Artificial Intelligence (AI) Services and Features on Our Platform
9.1. You may use the AI features to submit input and receive generated outputs. When you use the AI features, the input and outputs are Your Data. You are responsible for Your Data and will not use the AI Features in a way that infringes, violates, or misappropriates any of our rights or the rights of any third party. You acknowledge that due to the nature of machine learning and technology powering AI, outputs may not be unique and Platform may generate the same or similar output for third parties.
9.2. Depending on Your subscription plan, You may not have access to the AI Features or may have a limit on Your use of AI Features. You acknowledge and agree that if You exceed the usage limit allotted by Your Subscription Plan: (i) You may be required to purchase additional usage to continue accessing and using the AI Features and (ii) Platform may suspend or degrade performance of the AI feature.
9.3. You may not use the AI Features: (a) to develop, create, or support any software as a service product (including the foundation or model of which) that competes with the platform; (b) to mislead any third part that any output from the AI Features was solely human generated; (c) in a manner that violates these terms, Platform’s documentation, our Our Customer obligation policy.
9.4. You acknowledge and agree that in order to use AI Features, we will need to disclose specific data, including but not limited to Your Data and usage data, to a third party AI service provider whose services are integrated with the platform.
10. Support Services
10.1 Unless otherwise agreed, We will provide technical support via email in respect of the Service available to You at the following e-mail address: info@cloudchords.com
11. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
11.1 We cannot guarantee, represent or warrant that Your use of our Services will be uninterrupted, timely, secure or error-free.
11.2 We will not be responsible for any Service failures or faults which occur, or losses suffered by You, as a result of a breach by You of the provisions of this Agreement, including but not limited to Your obligations in Section 4.
11.3 You expressly agree that Your use of, or inability to use, the service is at Your sole risk. The service and all products and Services delivered to You through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for Your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality or fitness for a particular purpose.
11.4 You represent and warrant that You have full knowledge of and fully comply with all local requirements applicable to the use of the service in the jurisdictions where You operate.
11.5 You represent and warrant that You will be solely responsible for any legal liability arising out of or relating to the Traffic and Services (whether transmitted on Your own or on any Third Party’s behalf).
11.6 You shall indemnify and hold harmless Cloud Chords, its affiliates and their respective officers, directors, agents and employees, from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Cloud Chords by any third party due to, arising out of or in connection with Your use of the Services.
12. Force Majeure
12.1 We are not bound to meet any obligation under the Agreement if it is prevented from doing so as a consequence of force majeure. The term ‘force majeure’ is used in this context to include but is not limited to: government interventions, acts of God, strikes, acts of terrorism or threat thereof, interruption of operations, energy disruptions, interruptions in telecommunications facilities of Operators and third parties, failure or late compliance by our ancillary suppliers of or other third parties engaged by us, as well as every other circumstance that we could not reasonably have avoided or prevented, which creates an obstacle to the normal performance of the Agreement.
13. Term and Termination
13.1 The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
13.2 This Agreement is effective unless and until terminated by either You or us. You may terminate this Agreement at any time by notifying us (30) days in advance that You no longer wish to use our Services.
13.3 We may terminate this Agreement or the provision of certain Services to Customer with immediate effect by notifying the Customer If we reasonably consider that Your use of service is contrary to applicable laws, terms and/or regulations or public order and morality, or breaches the terms of use or of other Agreements with third parties which are involved in the provision of the Services.
13.4 We may unilaterally terminate the Agreement or the provision of a Service prematurely if we consider that further execution of the Service is not commercially viable. This is to be announced and substantiated in writing to You.
13.5 Either Party may terminate this Agreement with immediate effect, by registered letter without being liable to pay any compensation or reimbursement, by notifying the other party if any of the following events occurs and each of these events will be deemed to be a cause attributable to such other Party: (a) the other Party has ceased to exist or has been dissolved; or the other Party has stopped doing business; or the other Party files for bankruptcy, suspension of payments or similar protection from creditors; or the other Party has been declared bankrupt or has been granted suspension of payments, on a temporary basis or otherwise; or b. if the situation of force majeure as referred to in Section 11 lasts longer than twenty (20) Working Days; c. if such termination is required by the authorities or because of changes to the terms and conditions of Operator(s).
14. Entire Agreement
14.1 Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
14.2 This Agreement, as amended from time to time in accordance with this Agreement, represents the entire Agreement and understanding between You and us in relation to the subject matter hereof and supersedes all prior Agreements, communications and understandings, whether oral or written, with respect to the subject matter hereof.
14.3 Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.
15. Severability
15.1 If any provisions or any part of this Agreement is or becomes non-binding or incapable of being enforced by any rule of law, or public policy, the parties shall remain bound to the remaining part.
15.2 You acknowledge that we are entitled to assign the entirety of its rights and obligations under this Agreement to any affiliated company or third party which acquires all or substantially all of the assignor’s assets entailed in the performance of the Services; Any assignment of the rights and obligations under this Agreement of Customer shall be effective only with the our prior written consent.
16. Changes and Modifications
16.1 We reserve the right to unilaterally change or modify any of the terms and conditions contained in this Agreement. We will make reasonable efforts to notify Customer of such changes, which may include posting an announcement on the website or via email. Your continued use of the Service following our posting or notice of the change(s) will constitute Your acceptance of such change(s).
17. Governing Laws and Dispute Resolution
17.1 This Agreement and separate Agreements whereby We provide You Services and any dispute or claim arising out of or in connection with this Agreement and separate Agreements shall be governed by and construed in accordance with the laws of Islamic Republic of Pakistan.
17.2 Each Party irrevocably agrees that the competent courts of Karachi will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement and separate Agreements.
- Messaging
In the event that messaging Services are a part of the Service provided to You under the Agreement, the following conditions apply:
18. General
You are responsible for the content of all messages sent by You and guarantee that these comply with Applicable Law.
- Additional Terms and Conditions WhatsApp Business Solution
In the event that WhatsApp Business Solution is a part of the Service provided to You under the Agreement, the following conditions apply and You hereby unconditionally accept and agree to the WhatsApp Business Solution Terms: www.whatsapp.com/legal/business-solution-terms. Notwithstanding anything in this Agreement to the contrary, the provision of WhatsApp Business Solution is expressly conditional upon the positive outcome of and approval by Cloud Chords following the Cloud Chords Customer screening procedure (Know Your Customer or “KYC”), onboarding, screening and acceptance of Customer by WhatsApp. In the event Cloud Chords and/or WhatsApp do not approve and/or accept Customer, this Agreement shall for the provision of WhatsApp Business Solution be null and void.
In connection with Your use of WhatsApp Business Solution, You may not grant any third-party service provider (hereinafter referred to as ‘Independent Software Vendor’ and/or ‘ISV’) access to Your WhatsApp Business account and/or Your WhatsApp Business Traffic, unless the You and ISV have signed the WhatsApp ISV Terms. Cloud Chords reserves the right to immediately suspend Your use of WhatsApp Business Solution in the event You provide access to and/or engage an ISV without prior acceptance of the ISV Terms by You and the ISV, and approval of the ISV by WhatsApp. If You intend to, or has engaged an ISV You shall immediately notify Cloud Chords, provide the information of the ISV as reasonably requested and shall comply with the WhatsApp ISV Terms.