I N T R A C E N T
INTRACENT PTY LTD

1. General

1.1. If you accept these Terms of use of our Services, you are entering into a binding agreement.

1.2. INTRACENT PTY LTD makes it easy to send and respond to text messages (sms) as a business or organization, through our Platform (the ‘Services‘).

1.3. In this agreement “we”, “us”, “our” or “INTRACENT” refers to INTRACENT PTY LTD. INTRACENT PTY LTD headquarters is located in Melbourne, Australia (ABN: 65 629 920 949).

Access to and use of any of its associated Products or Services, is provided by INTRACENT PTY LTD. Please read these terms and conditions (the ‘Terms‘) carefully. By using, browsing and/or reading the Website and Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of any of Services, immediately.

1.4. INTRACENT PTY LTD reserves the right to review and change any of the Terms by updating this page at its sole discretion. When INTRACENT PTY LTD updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

1.5. User has the right to terminate the Services after the receipt of the Changes Notice. In case User continues to use the Services without the exercise of its termination right within the said term, the changes shall be intended agreed by the User.

1.6. You agree that all written and oral information and materials disclosed or provided by INTRACENT PTY LTD constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to you.

2. Acceptance of the Terms

You accept the Terms by creating an account (the ‘Account’) on the Website (www.intracent.com) or Platform. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by INTRACENT PTY LTD in the user interface.

3. Credits, Balance or Subscription to use the Services

3.1. In order to access the Services and features of the Platform, you must first create an account and purchase credits through the Platform (the ‘Credits’) unless we make alternative arrangement with you. Every time you make use of our Services you are charged for every text message you send. The character limit for a single SMS message is 160 characters. If you send above 160 characters, our system will split your text to two parts/ SMSs.

3.2. In purchasing the Credits, you acknowledge and agree that it is your responsibility to ensure that the Credits you select to purchase is suitable for your use.

3.3. You will be required to register for an account through the Website and Platform before you can access the Services or test the Services (the ‘Account ‘).

3.4. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself, company or business (such as identification or contact details), including but not limited:

(a) Email address

(b) Preferred username

(c) Mailing address

(d) Telephone number

(e) Password

(f) First Name, Last Name

(g) Company or Business or Organization Details

3.5. You warrant that any information you give to INTRACENT PTY LTD in the course of completing the registration process will always be accurate, correct and up to date.

3.6. Once you have completed the registration process, you will be a registered user of the Website and Platform (‘User’) and agree to be bound by the Terms. As a User you will be granted immediate access to the Services from the time you have completed the registration process.

3.7. You may not use the Services and may not accept the Terms if:

(a) you are not of legal age to form a binding contract with INTRACENT PTY LTD; or

(b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

4. Your obligations as a User

As a User, you agree to comply with the following:

(a) you will use the Services only for purposes that are permitted by:

(i) the Terms; and

(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b) you have the sole responsibility for protecting the confidentiality of your password-credentials and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify INTRACENT PTY LTD of any unauthorised use of your password-credentials or email address or any breach of security of which you have become aware;

(d) access and use of the Website and the Platform is limited, non-transferable and allows for the sole use of the Website by you for the purposes of INTRACENT PTY LTD providing the Services;

(e) you will not use the Services of Platform or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of INTRACENT PTY LTD;

(f) you declare and warrant that the owners of the phone numbers that you transmit outbound text messages (sms’s) through The Platform, have consented and opted-in to receive communications from you.

(g) you shall not use the Services to transmit any illegal content. Illegitimate content includes, but is not limited to content that:

(i) considered as SPAM under applicable laws and regulations

(ii) links virus URLs that may harm computers, mobile phones of INTRACENT PTY LTD or any of your subscribers, clients, end-users etc.

(iii) isn’t comply with any legal, regulatory, governmental or telecom operator’s requirements (restrictions).

(iv) is unlawful, pornographic, abusive, racist, obscene, offensive, threatening.

(h) you acknowledge and agree that any automated device, utility, or manual process of any kind use of the Website or its Services is prohibited.

(i) You must be aware and abide by the SPAM ACT 2003. The User agrees to contact the Australian Media and Communications Authority (http://www.acma.gov.au) before sending any SMS messages if the User is unsure that their SMS messages comply with the SPAM ACT.

5. Payment

5.1. Where the option is given to you, you may make payment to use The Services unless we make alternative payment arrangement with you, by way of:

(a) PayPal (‘PayPal ‘)

(b) Credit or Debit card

(c) Direct Bank Deposit

5.2. You agree that you authorize us and our payment processor to charge your card at our convenience. For the specific Credits to the Platform/Services which you order, you agree to pay the pre-agreed price applicable (including any sales taxes and surcharges) as of the time you submit the order.

5.3. All payments made in the course of your use of the Services are made using trusted payment gateways. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the payment gateways provided terms and conditions which are available on their website.

5.4. You acknowledge and agree that where a request for the payment is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Credits.

5.5. You agree and acknowledge that INTRACENT PTY LTD can vary the Credits cost at any time and that the varied Credits cost will come into effect following the conclusion of the existing Subscription Period.

6. Refund Policy

INTRACENT PTY LTD will only provide you with a refund of the Subscription Fee and Credits in the event they are unable to continue to provide the Services or if the manager of INTRACENT PTY LTD makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Credits that remains unused by the User (the ‘Refund‘).

7. Copyright and Intellectual Property

7.1. The Website, the Services and all of the related products of INTRACENT PTY LTD are subject to copyright. The material on the Website is protected by copyright under the law of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by INTRACENT PTY LTD or its contributors.

7.2. All trademarks, service marks and trade names are owned, registered and/or licensed by INTRACENT PTY LTD, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a User to:

(a) use the Website and Platform pursuant to the Terms;

(b) copy and store the Website and the material contained in the Website in your device’s cache memory; and

(c) print pages from the Website for your own personal and non-commercial use.

INTRACENT PTY LTD does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by INTRACENT PTY LTD.

7.3. INTRACENT PTY LTD retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website or to the Platform will transfer any:

(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

7.4. You may not, without the prior written permission of INTRACENT PTY LTD and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.

8. Privacy

INTRACENT PTY LTD takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to INTRACENT’s PTY LTD Privacy Policy, which is available on the Website.

9. General Disclaimer

9.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Law (or any liability under them) which by law may not be limited or excluded.

9.2. Subject to this clause, and to the extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b) INTRACENT PTY LTD will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

9.3. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of INTRACENT PTY LTD make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of INTRACENT PTY LTD) referred to on the Website. Includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);

(c) costs incurred as a result of you using the Website, the Services or any of the products of INTRACENT PTY LTD; and

(d) the Services or operation in respect to links which are provided for your convenience.

10. Limitation of liability

10.1 INTRACENT’s PTY LTD total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

10.2. You expressly understand and agree that INTRACENT PTY LTD, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

11. Termination of Contract

11.1. The Terms will continue to apply until terminated by either you or by INTRACENT PTY LTD as set out below.

11.2. If you want to terminate the Terms and your account, you may do so by:

(a) providing INTRACENT PTY LTD with 30 days’ notice of your intention to terminate; and

(b) closing your accounts for all of the services which you use, where INTRACENT PTY LTD has made this option available to you.

Your notice should be sent to INTRACENT PTY LTD via the ‘Contact Us’ link on our homepage or via email: sales@intracent.com

11.3. INTRACENT PTY LTD may at any time, terminate the Terms and stop providing the Services to you without any notice, if:

(a) you have breached any provision of the Terms and Privacy Policy or intend to breach any provision;

(b) INTRACENT PTY LTD is required to do so by law;

(c) the provision of the Services to you by INTRACENT PTY LTD is, in the opinion of INTRACENT PTY LTD, no longer commercially viable.

INTRACENT PTY LTD will not have any obligation to refund you the pre-paid unused balance or Credits on your Account.

11.4. Subject to local applicable laws, INTRACENT PTY LTD reserves the right to discontinue or cancel your membership/account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts INTRACENT’s PTY LTD name or reputation or violates the rights of those of another party.

12. Indemnity

You agree to indemnify INTRACENT PTY LTD, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a) all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arisingout of or in connection with Your Content and use of Services;

(b) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or

(c) any breach of the Terms.

13. Dispute Resolution

13.1. Compulsory:

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

13.2. Notice:

A party to the Terms claiming a dispute (‘Dispute‘) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

13.3. Resolution:

On receipt of that notice (‘Notice‘) by that other party, the parties to the Terms (‘Parties‘) must:

(a) Within 30 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by his or her nominee;

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d) The mediation will be held in court of law in Victoria, Australia.

13.4. Confidential:

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

13.5. Termination of Mediation:

If 60 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

14. Venue and Jurisdiction

In the event of any dispute arising out of or in relation to the Website and Services provided, you agree that the exclusive venue for resolving any dispute shall be in the courts of Victoria, Australia.

15. Governing Law

The Terms are governed by the laws of Australia and the laws of the European Union. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Australia and the laws of the European Union, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

16. Independent Legal Advice

Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

17. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.