- 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 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.
- In this Agreement:
- “Agreement” means this User Agreement entered into between the Parties, which
comprises this document as well as the Registry Terms and Conditions, as may be
amended, modified, varied, or supplemented from time to time in accordance with the
- “Annex” means any annex to this Agreement, if any;
- “Business Day” means a day, other than a Saturday, Sunday or public holiday in
Singapore, when banks in Singapore are open for business;
- “Commencement Date” means the date on which the User’s account in the SSIR System
is approved by SGNIC;
“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
- 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
- the Disclosing Party agrees in writing is free from confidentiality restrictions.
- “Disclosing Party” means the Party who under this Agreement discloses or makes
available Confidential Information to the other Party;
- “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;
- “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;
- “Parties” means the SGNIC and the User, and “Party” means any one of them;
- “Receiving Party” means the Party who under this Agreement receives or obtains any
Confidential Information from the other Party;
- “Registry” means the Singapore SMS Sender ID Registry, whether in operation or not;
- “Registry Terms and Conditions” means the user terms relating to the use of the
Registry which will be available at https://www.sgnic.sg/smsregistry/terms-and-conditions after
the Registry’s online portal is in operation, as may be amended, modified, varied, or
supplemented from time to time by SGNIC pursuant to Clause 7.2 below; and
- "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;
- “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;
- “SSIR System” means the computer system owned and provided by SGNIC pursuant to
which the User may access and use the Registry.
- Words indicating the singular shall include the plural and vice versa.
USE OF SSIR SYSTEM AND SENDER IDS
- 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.
- 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.
- The User agrees, represents, warrants and undertakes:
- 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
- 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;
- To comply fully with all applicable Rules of Registration; and
- 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.
- This Agreement commences and becomes effective on the Commencement Date and shall
continue until terminated in accordance with Clause 8.
- 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.
The Receiving Party shall:
- keep any Confidential Information strictly confidential (including taking reasonable
measures to prevent any unauthorised or inadvertent access or disclosure);
- not disclose any Confidential Information to any person without the Disclosing Party’s
prior written consent except as permitted by Clause 5;
- notify the Disclosing Party without undue delay in the event of any such unauthorised or
inadvertent access or disclosure; and
- 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.
The Receiving Party may disclose a Disclosing Party's Confidential Information if and to the
extent that the disclosure:
- is made with the prior written consent of the Disclosing Party;
- 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;
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:
- 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
- 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
- is made to the Receiving Party's legal or professional advisors in connection with the
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:
- restrict disclosure to the information expressly required to be disclosed; and
- 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.
- 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.
- 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.
AMENDMENT AND VARIATION
- Without prejudice to Clause 7.2, this Agreement, and any part thereof, may be amended,
modified, varied, or supplemented through the Parties’ mutual written agreement from time to
- Notwithstanding Clause 7.1, the User agrees that SGNIC may by prior written notice to the
User amend, modify, vary or supplement the Agreement, and any part thereof. 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 written notice 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
This Agreement may be terminated between the Parties in the event of any of the following:
- by mutual written agreement between the Parties;
- by either Party giving not less than 30 days’ written notice;
- where SGNIC has given a notice of amendment pursuant to Clause 7.2, 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
by SGNIC, immediately without notice, if any of the following occurs:
- the User is in breach of Clause 2.3.1, 2.3.2 or 2.3.3;
- 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;
- the User suspends or ceases, carrying on all or a substantial part of its business
that involves the use of the SSIR System; and
- 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
In the event of termination of this Agreement:
- the User will cease to have access to, and use of, the SSIR System;
- 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);
the Parties will cease to have any rights and obligations under this Agreement, provided that:
- such cessation shall not affect any rights, remedies, obligations, or liabilities of the
Parties which existed at or before the date of cessation; and
- the surviving clauses listed under Clause 8.4 shall continue to apply.
- 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, to promote
the Registry’s objectives and/or to comply with any applicable law (including but not limited to
statutory record-keeping obligations). For the avoidance of doubt, SGNIC shall not use any
lists of Sender IDs provided by the User after the termination of this Agreement.
The following clauses shall continue to apply notwithstanding the termination of the Agreement:
- Clause 8.2, 8.3; and
- Clause 5.
ACTIONS ON SENDER IDS
- 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:
- 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;
- 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
- 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
- the User has breached any of the terms in this Agreement.
- Nothing in this Clause 8A shall affect the SGNIC’s right to termination set out in Clause 8
LIMITATION OF LIABILITY
- 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.
- 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.
- 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.
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.
- 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
- 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.
THIRD PARTY CONTRACT RIGHTS
- 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.
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:
- 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
Attention: Harin S Grewal;
- in the case of the User, at its registered office address or any electronic mail address
listed by the User in the SSIR System.
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.
TAXES AND CHARGES
- 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.
- 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.
- 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.
- This Agreement may be executed in any number of counterparts, and all the counterparts shall
together constitute one and the same agreement.
GOVERNING LAW AND DISPUTE RESOLUTION
- This Agreement shall be governed by and construed in accordance with the laws of the
Republic of Singapore.
- 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
Unless otherwise as advised by SGNIC, the User shall pay SGNIC the following fees:
|Set-Up Fee (One-time)
||Chargeable on the 1st day of the calendar month
immediately following the Commencement Date
(“Billing Start Date”)
|Listing of Sender IDs during
a Billing Year.
A “Billing Year” generally refers to the following:
- For Users who onboarded via SSIR System
between 31 October 2022 to 31 January 2023, their
first Billing Year is from 1 February 2023 to 31
- For Users who onboarded via SSIR System after
31 January 2023, the first day of their Billing Year
will follow the first day of the calendar month
following the month of onboarding on SSIR
System. For example, a User who onboarded via
SSIR System in March 2023 will have their first
Billing Year from 1 April 2023 to 31 March 2024.
Subsequent annual fees will be automatically charged
on the first day of the next Billing Year, until the
termination of the User Agreement.
To avoid doubt, the annual fee for a Billing Year will not
be pro-rated notwithstanding that a Sender ID is listed
for less than a full calendar year. Users who remove
any Sender IDs will not be refunded for remaining time
in a Billing Year.
Notwithstanding Clause 7.2 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.