User Agreement

User Agreement

• This Agreement is entered into by and between SINGAPORE NETWORK INFORMATION CENTRE (SGNIC) PRIVATE LIMITED (Company Registration No. 199704146E), a company incorporated in the Republic of Singapore and having its place of business at 10 Pasir Panjang Road, #03-01 Mapletree Business City, Singapore 117438 (“SGNIC”), and the entity whose name and details have been entered into the SSIR System by you (“User”).
• By clicking on the ‘Accept’ button, you are confirming that you have read, understood, and agree to all the terms and conditions in this Agreement, and that you have full legal authority to bind the User to all the terms and conditions in this Agreement.

1. DEFINITIONS
   
   1. In this Agreement:
      
      1. “Agreement” means this User Agreement entered into between the Parties, which comprises this document as well as the Registry Terms and Conditions and the Rules of Registration, as may be amended, modified, varied, or supplemented from time to time in accordance with the terms hereof;
      2. “Annex” means any annex to this Agreement, if any;
      3. “Business Day” means a day, other than a Saturday, Sunday or public holiday in Singapore;
      4. “Commencement Date” means the date on which the User’s account in the SSIR System is approved by SGNIC;
      5. “Confidential Information” means any information disclosed by one Party to the other or obtained in connection with the Agreement, that is sensitive or proprietary or relates to the customers, operations, financials, affairs, suppliers, trade secrets, or business affairs of the other Party, that is reasonably understood to be confidential given the nature of the information and circumstances surrounding its disclosure, whether expressed to be confidential or not. For the avoidance of doubt, “Confidential Information” includes but is not limited to the Sender ID lists supplied to any Party, mobile network operator, or SMS aggregator, or contained in the Registry, and includes all Sender IDs contained therein.
         
         “Confidential Information” does not include information that:
         
         • is in the public domain other than as a result of disclosure in breach of this Agreement;
         • is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;
         • prior to its disclosure by the Disclosing Party, was lawfully available to or in the possession of the Receiving Party without any breach of any confidentiality restrictions; and
         • the Disclosing Party agrees in writing is free from confidentiality restrictions.
      6. “Disclosing Party” means the Party who under this Agreement discloses or makes available Confidential Information to the other Party;
      7. “Fee” means the fees charged by SGNIC to the User for access to and use of the SSIR System as set out in Clause 4.1;
      8. “IP Rights” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights, including patents, petty patents, utility models, design patents, designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, trading names, company names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature as any of the foregoing anywhere in the world;
      9. “Parties” means the SGNIC and the User, and “Party” means any one of them;
      10. “Receiving Party” means the Party who under this Agreement receives or obtains any Confidential Information from the other Party;
      11. “Registry” means the Singapore SMS Sender ID Registry, whether in operation or not;
      12. “Registry Terms and Conditions” means the user terms relating to the use of the SSIR System, which are available at https://www.sgnic.sg/smsregistry/terms-and-conditions;
      13. "Rules of Registration” means the rules applicable to the User’s registration of Sender IDs, such rules of which are available at https://www.sgnic.sg/smsregistry/rules-of-registration;
      14. “Sender ID” means the information provided by the originator of an SMS message that is intended to be displayed on the SMS received by the recipient, which may be numeric, alpha, alphanumeric; and/or with special characters;
      15. “SSIR System” means the computer system owned and provided by SGNIC pursuant to which the User can create an account to manage its Sender IDs on the Registry.
   2. Words indicating the singular shall include the plural and vice versa.
2. USE OF SSIR SYSTEM AND SENDER IDS
   
   1. SGNIC agrees to use reasonable efforts to operate and make available the SSIR System to the User, subject to the User agreeing to comply with the terms of the Agreement.
   2. SGNIC will provide reasonable assistance to the User to enable the User to use the SSIR System. This may include providing services for which SGNIC may impose a fee.
   3. The User agrees, represents, warrants and undertakes:
      
      1. That all of its Sender IDs that are registered with the SSIR will only be used by the User for its own business, and that the User shall not allow any other person (whether affiliated to the User or otherwise) to use such Sender IDs, except where this is expressly agreed by SGNIC;
      2. To use all reasonable efforts to ensure that all of its Sender IDs that are registered with the SSIR will not be used for scams, or for objectionable, undesirable or illegal purposes;
      3. To comply fully with all applicable Rules of Registration; and
      4. To cooperate with SGNIC and provide SGNIC with any information and assistance SGNIC may reasonably request of the User in relation to User’s use of the SSIR System.
3. TERM
   
   1. This Agreement commences and becomes effective on the Commencement Date and shall continue until terminated in accordance with Clause 8.
4. FEES
   
   1. The User shall pay SGNIC the Fee set out in the Annex for access to and use of the SSIR System, in accordance with the Fee Payment Schedule.
5. CONFIDENTIALITY
   
   1. The Receiving Party shall:
      
      1. keep any Confidential Information strictly confidential (including taking reasonable measures to prevent any unauthorised or inadvertent access or disclosure);
      2. not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except as permitted by Clause 5;
      3. notify the Disclosing Party without undue delay in the event of any such unauthorised or inadvertent access or disclosure; and
      4. not use or permit or assist any person to use, any Confidential Information for any purpose save as expressly provided or contemplated under this Agreement.
   2. The Receiving Party may disclose a Disclosing Party's Confidential Information if and to the extent that the disclosure:
      
      1. is made by SGNIC to any mobile network operator, SMS aggregator, and/or government body, law enforcement / security agency, regulatory authorities / agencies or national controlling bodies, in order to operate and maintain the SSIR System and/or the Registry, facilitate such operation and maintenance, and/or promote the Registry’s objectives, and/or to combat scams;
      2. is made on a strict "need to know" basis to the Receiving Party's officers, employees, agents, and contractors who need to receive such Confidential Information for the purposes of the use of the SSIR System and/or the Registry, provided that:
         
         1. the Receiving Party shall ensure that the party to whom Confidential Information is disclosed is subject to confidentiality obligations which are no less protective than Clause 5; and
         2. the Receiving Party shall be responsible for any breach of confidentiality by the party to whom Confidential Information is disclosed in respect of such Confidential Information disclosed;
      3. is made to the Receiving Party's legal or professional advisors in connection with the Agreement; or
      4. is required by applicable law (including pursuant to any request, notice or order from any governmental or regulatory body or court of competent jurisdiction), or is otherwise required pursuant to any request, notice or order from any law enforcement / security agency, provided that the Receiving Party shall:
         
         1. restrict disclosure to the information expressly required to be disclosed; and
         2. where legally permissible, notify the Disclosing Party as soon as practicable in writing of such request(s) or obligations so as to enable the Disclosing Party to have reasonable opportunity to contest such disclosure.
   3. The User further agrees that, notwithstanding anything in Clause 5.1 and 5.2 above:
      
      1. where a third party attempts to register a Sender ID that has already been registered by the User, SGNIC may disclose to such third party the fact that the User has already registered that Sender ID, and the date from which such Sender ID had been registered;
      2. where the User attempts to register a Sender ID that has already been registered with SGNIC by another person, SGNIC may disclose to such person the fact that the User is attempting to register that particular Sender ID; and
      3. in the event of any actual or potential dispute in relation to any Sender ID registered by the User or which the User is attempting to register, that may involve SGNIC or the User, SGNIC may disclose to persons involved in the dispute the fact that the User has registered that Sender ID or the fact that the User is attempting to register that Sender ID.
6. IP RIGHTS
   
   1. The User acknowledges and agrees that SGNIC owns and retains at all times all IP Rights in the SSIR System, and that nothing in the Agreement shall operate to transfer any such right, title or interest from SGNIC to any User.
   2. SGNIC licenses all such rights referred to at Clause 6.1 to each User on a non-exclusive, revocable, limited term basis to such extent as is necessary to enable the User to make reasonable use of the SSIR System and to perform its obligations under the Agreement.
7. AMENDMENT
   
   1. SGNIC may amend this Agreement (including the Registry Terms and Conditions and/or the Rules of Registration) at any time and from time to time. The amended Agreement shall be published on SGNIC’s website. The User agrees to periodically review SGNIC’s website to determine if SGNIC has made any amendment to the Agreement. The User shall be deemed to have agreed to be legally bound by the terms of such amended Agreement 30 days after the date of such publication. unless the User has, prior to the expiry of the 30-day period, notified SGNIC of its intention to terminate the Agreement in accordance with Clause 8.1.3
8. TERMINATION
   
   1. This Agreement may be terminated between the Parties in the event of any of the following:
      
      1. by mutual written agreement between the Parties;
      2. by either Party giving not less than 30 days’ written notice;
      3. where SGNIC has amended the Agreement pursuant to Clause 7.1, and the User notifies SGNIC of its intention to terminate the Agreement with not less than 30 days’ written notice (during this 30-day notice period, the previous un-amended set of terms will continue to apply); and
      4. by SGNIC, immediately without notice, if any of the following occurs:
         
         1. the User is in breach of Clause 2.3.1, 2.3.2 or 2.3.3;
         2. the User commits a material breach of any other term of this Agreement, where such breach is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 7 days after being notified in writing to do so, or repeatedly breaches any term of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the aforementioned terms;
         3. the User suspends or ceases, carrying on all or a substantial part of its business that involves the use of the SSIR System; and
         4. this Agreement or the actions contemplated hereunder is or are found to be in violation of any applicable laws which cannot be reasonably remedied in a timely manner.
   2. In the event of termination of this Agreement:
      
      1. the User will cease to have access to, and use of, the SSIR System;
      2. subject to Clause 8.3, the Receiving Party shall (to the extent permitted by law) destroy or return the Confidential Information of the Disclosing Party in its possession, control or custody (and shall upon the Disclosing Party's request provide a written certification from its officer or director confirming its compliance with Clause 8.2.2);
      3. the Parties will cease to have any rights and obligations under this Agreement, provided that:
         
         1. such cessation shall not affect any rights, remedies, obligations, or liabilities of the Parties which existed at or before the date of cessation; and
         2. the surviving clauses listed under Clause 8.4 shall continue to apply.
   3. Notwithstanding Clause 8.2.2 and the termination of this Agreement, SGNIC shall be entitled to retain and use such Confidential Information as is necessary to operate and maintain the SSIR System and/or the Registry, to facilitate such operation and maintenance, the Registry’s objectives and/or to comply with any applicable law (including but not limited to statutory record-keeping obligations).
   4. The following clauses shall continue to apply notwithstanding the termination of the Agreement:
      
      1. Clause 8.2, 8.3; and
      2. Clause 5.
   1. ACTIONS ON SENDER IDS
      
      1. SGNIC may, at its sole and absolute discretion, take appropriate action, including immediately deleting or suspending, or causing to be deleted or suspended, any Sender ID registered by the User on the SSIR System in the event that:
         
         1. maintaining the registration could put SGNIC in conflict with the requirements of the terms of any notice, order, ruling, decision or judgment of a Court of Singapore, law enforcement agency or regulatory body;
         2. SGNIC receives a notice from any government body, law enforcement / security agency, regulatory authorities / agencies or national controlling bodies requesting for SGNIC to delete or suspend the registration of the Sender ID on the ground that (1) the Sender ID has been or will be used to send messages in breach (or potential breach) of any laws, directives, guidelines, codes of practice, regulations or regulatory requirements, or licences or permits issued by any government body, law enforcement / security agency, or regulatory authorities / agencies, national controlling bodies; or (2) has been or will be used to send messages in connection with objectionable or undesirable activities, or otherwise against national or public interest. SGNIC shall be entitled to rely on such notices without having to inquire into their correctness, validity or underlying reasons;
         3. the registration is not in compliance with the Rules of Registration, or has been procured by fraud or misrepresentation, including but not limited to the provision of false or incomplete registration or contact information; and/or
         4. the User has breached any of the terms in this Agreement.
      2. Nothing in this Clause 8A shall affect the SGNIC’s right to termination set out in Clause 8 above.
9. LIMITATION OF LIABILITY
   
   1. Neither SGNIC nor its officers, employees, agents, and contractors shall be liable for any loss or damage, including, without limitation, indirect, incidental, special, consequential or punitive damages, arising out of or in connection with this Agreement, the SSIR System, the Registry or the information contained therein. This also includes but is not limited to any loss or damage arising from incomplete or inaccurate information that may be contained in the SSIR System or the Registry.
   2. Without prejudice to Clause 9.1, SGNIC’s aggregate liability under this Agreement shall in any event not exceed the Fees paid by the User under this Agreement in that calendar year in which the cause of action arises.
   3. Nothing in the Agreement shall have the effect of limiting or excluding the liability of SGNIC for death or personal injury arising out of its negligence, for fraud, for wilful misconduct or otherwise as prohibited by law.
10. INDEMNITY
    
    1. The User shall indemnify SGNIC, its officers, employees, agents, and contractors from any and all (third party or otherwise) claims, liabilities, penalties, settlements, judgments and fees arising from any incomplete or inaccurate information provided by the User to SGNIC, any breach by the User of this Agreement, and/or any failure by the User to comply with applicable laws and regulations in using the SSIR System and/or the Registry.
11. FORCE MAJEURE
    
    1. SGNIC shall have no liability to the User for any delayed performance or failure to perform or fulfil its commitments under the Agreement if such failure is due to any force majeure event, such as any circumstances outside its control, including but not limited to acts of God, strikes, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; acts of government; acts of war, acts of public enemies, terrorism, riots, civil commotion, labour strife, malicious damage, sabotage and revolution; ware, electrical or equipment failure, failure or delay on the part of the internet service provider, denial of service attack, or any online attacks on the SSIR System, failure of third parties or any event beyond SGNIC’s reasonable control.
12. ASSIGNMENT
    
    1. The User shall not assign or transfer any of its rights or obligations in whole or in part to any third party under this Agreement without the prior written consent of SGNIC.
13. THIRD PARTY CONTRACT RIGHTS
    
    1. Save as expressly provided herein, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any provision of this Agreement.
14. NOTICES
    
    1. All notices, demands or other communications required or permitted to be given or made under this Agreement (including without limitation any invoices and payment instructions) shall be in writing and in the English language, and shall be sent to the recipient:
       
       1. in the case of SGNIC, at its registered office address or electronic mail address set out below or as otherwise advised by SGNIC:
          Address: 10 Pasir Panjang Road, #03-01 Mapletree Business City, Singapore 117438
          Email: smsregistry@sgnic.sg
          Attention: Executive Director;
       2. in the case of the User, at its registered office address or any electronic mail address listed by the User in the SSIR System.
    2. Any such notice, demand or communication shall be deemed to have been duly served (i) immediately if hand delivered; (ii) one (1) Business Day after if sending by local courier, and in proving the same it shall be sufficient to show the receipt from the local courier showing that the package was duly addressed, along with the date on which it was sent; or (iii) if given or made by electronic mail, immediately, and in proving the same it shall be sufficient to show that the electronic mail has been sent in full to the recipient’s e-mail address.
15. TAXES AND CHARGES
    
    1. Unless expressly indicated by SGNIC otherwise, any amounts and fees payable by the User to SGNIC are not inclusive of goods and services tax (GST), which shall be borne by the User and payable to SGNIC in addition to the amounts and fees payable.
    2. Any amounts and fees payable by the User are also not inclusive of any bank charges, income or withholding tax or any other tax or charges of a similar nature payable with respect to such sum. If the User is required under any law, regulation or other government order to deduct or withhold any sum as taxes, levies, duties or any other fee imposed on any amount payable to SGNIC, the amount payable to SGNIC must be increased by such amount necessary to ensure that SGNIC will receive a net amount equal to the amount which SGNIC would have received in the absence of any such deduction or withholding.
16. ENTIRE AGREEMENT
    
    1. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes in all respects all prior agreements, undertakings, arrangements, understanding, promises, covenants, representations and communications between the Parties, whether written or oral, with respect to the subject matter hereof.
17. COUNTERPARTS
    
    1. This Agreement may be executed in any number of counterparts, and all the counterparts shall together constitute one and the same agreement.
18. GOVERNING LAW AND DISPUTE RESOLUTION
    
    1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
    2. In the event of any dispute arising out of or in connection with this Agreement, each Party agrees to submit to the exclusive jurisdiction of the Singapore courts.

ANNEX: FEE AND FEE PAYMENT SCHEDULE

Applicable Fee

Unless otherwise as advised by SGNIC, the User shall pay SGNIC the following fees:

Notwithstanding Clause 7.1 of the User Agreement, any changes in the Fee to be imposed shall be notified by SGNIC giving at least 60 days’ written notice of the same to the User. The User shall be deemed to have agreed to be legally bound by the terms of such amended Annex 60 days after the date of such written notice unless the User has, prior to the expiry of the 60 day period, notified SGNIC of its intention to terminate the User Agreement in accordance with Clause 8.1.3.

Fee Payment Schedule

All payments are in advance of services rendered (unless otherwise agreed to in writing by SGNIC) and are to be made within 30 days of the date of each corresponding invoice issued by SGNIC. The mode of payment will be notified to the User by SGNIC. Late payment fees will be charged on overdue invoices.

Taxes and Charges

Any amounts and fees payable by the User to SGNIC are not inclusive of goods and services tax (GST), which shall be borne by the User and payable to SGNIC in addition to the amounts and fees payable.

Any amounts and fees payable by the User are also not inclusive of any bank charges, income or withholding tax or any other tax or charges of a similar nature payable with respect to such sum. If the User is required under any law, regulation or other government order to deduct or withhold any sum as taxes, levies, duties or any other fee imposed on any amount payable to SGNIC, the amount payable to SGNIC must be increased by such amount necessary to ensure that SGNIC will receive a net amount equal to the amount which SGNIC would have received in the absence of any such deduction or withholding.