1. Acceptance of these terms
These Terms of Service (the “Terms”) form a binding agreement between you (the “Tenant”, “you”) and Digexis SARL, the company that operates the Teliea platform (“Teliea”, “we”, “us”). By creating an account, accessing the platform, or using the Service in any way, you confirm that you have read these Terms, understood them, and accept them. If you are accepting on behalf of an organisation, you confirm you have authority to bind that organisation.
2. Definitions
- Service — the Teliea SMS platform, including the marketing site, the customer-facing application at app.teliea.com, the public APIs, and the SMS delivery functionality.
- Tenant — the legal or natural person that signs up for and uses the Service.
- End Recipient — an individual to whom the Tenant sends an SMS through the Service.
- Sender ID — the alphanumeric or numeric identifier that appears as the “from” of an SMS sent through the Service.
- Credits — prepaid units the Tenant purchases and that are deducted as SMS are submitted to the Service.
3. The Service
Teliea provides a multi-tenant SMS platform for sending bulk and transactional SMS, for managing contact lists, and for tracking delivery. The features available to a Tenant depend on the plan, configuration, and integrations selected. Teliea may add to, change, or discontinue features over time; we will not make changes that materially degrade a paid Tenant’s use of the Service without reasonable notice.
4. Accounts and eligibility
To use the Service, you must register an account with accurate information, keep it up-to-date, and protect your credentials. You are responsible for all activity that occurs under your account. You must be at least 18 years old, or the age of majority in your jurisdiction, and you must not be barred from using telecommunications services under any applicable law or sanctions regime.
You may invite additional users to your tenant. You are responsible for the actions of any user you authorise. You must notify us promptly if you suspect unauthorised access at info@digexis.com.
5. Acceptable use
You agree that you will not, and will not enable anyone else to:
- send messages that are unlawful, deceptive, fraudulent, defamatory, obscene, hateful, or otherwise tortious;
- send unsolicited commercial SMS (“SMS spam”);
- impersonate any person, brand, or organisation, or misrepresent the origin of a message;
- send messages that promote or facilitate illegal activity, including but not limited to phishing, malware distribution, illegal gambling, or financial scams;
- attempt to circumvent rate limits, sender-ID checks, content filtering, or other technical safeguards;
- probe, scan, reverse-engineer, or disrupt the Service, or use it to interfere with any third-party system;
- resell, sublicense, or expose the Service to third parties as a standalone product, unless we have agreed in writing to a reseller arrangement.
6. Tenant responsibilities for SMS content
SMS is a regulated channel. As the Tenant, you are solely responsible for the content of each message, for the relationship with each End Recipient, and for compliance with the telecommunications and consumer-protection laws of every country into which you send.
6.1 Sender ID
You are responsible for ensuring that you have the legal right to use any Sender ID you register. You must not use a Sender ID that you do not control, that infringes the rights of a third party, or that is prohibited under local telecom regulations (for example, unregistered alphanumeric IDs in markets where pre-registration is required).
6.2 Recipient consent and opt-out
You represent and warrant that you have obtained the lawful basis required by applicable law to message each End Recipient — typically prior, informed, freely given consent for marketing SMS. You must honour opt-out requests (including responses such as “STOP”) at no cost to the End Recipient, and you must keep auditable records of consent and opt-out history.
6.3 Content compliance
You are responsible for ensuring the content of each message complies with applicable law and with the rules of the destination mobile network operator. This includes identification of the sender, language requirements, and any restricted-content rules (for example, regulated industries such as gambling, finance, or pharmaceuticals).
6.4 Indemnity for content
You will indemnify and hold harmless Teliea and its sub-processors against any claim, complaint, fine, or loss arising from message content you transmit, from your use of a Sender ID, from a failure to obtain lawful consent, or from any breach of this section 6.
7. Prepaid credits, fees, and billing
Use of the SMS-sending feature is paid on a prepaid basis. You purchase Credits in advance; Credits are deducted as messages are submitted to the Service. The effective per-SMS rate is determined by the published pricing tiers and the volume sent in the relevant billing month.
Credits are non-refundable except where required by law. Unused Credits may expire after [[12 months]] of account inactivity, on notice to the Tenant. We may change pricing on no less than [[30 days]] notice to the email on file; rate changes do not affect Credits purchased before the effective date.
All amounts are stated exclusive of taxes; you are responsible for any applicable VAT, sales tax, or withholding obligation.
8. Service levels and availability
We strive to keep the Service available and performant. The Service is provided on an as-available basis. Planned maintenance, force-majeure events, and issues with upstream mobile networks or the SMS network operator partner may affect availability and message-delivery latency. We do not control mobile-network delivery and we cannot guarantee that an SMS will be delivered to a specific End Recipient.
Where a written Service Level Agreement (SLA) has been separately agreed with a Tenant, that SLA prevails over this section.
9. Suspension and termination
We may suspend or terminate your account, with or without notice, if we reasonably believe that you have breached these Terms, that your use of the Service creates a legal or security risk to us or to a third party, or if required by a competent authority. We will use reasonable efforts to give notice in advance where the breach is curable.
You may terminate your account at any time by ceasing use of the Service and contacting us. Sections that by their nature should survive termination — including Tenant responsibilities, indemnities, limitations of liability, and governing law — will survive.
10. Confidentiality
Each party will protect the other’s non-public information from unauthorised disclosure with at least the same degree of care it uses for its own confidential information, and in no case less than reasonable care. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, information independently developed without use of the disclosing party’s confidential information, or information lawfully obtained from a third party without a duty of confidentiality.
11. Intellectual property
Teliea, including all software, content, documentation, trademarks, and goodwill, is and remains the property of Digexis SARL. We grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription, solely for your internal business purposes and in accordance with these Terms. You retain ownership of the content and data you submit to the Service (the “Tenant Data”).
12. Tenant data and the Data Processing Addendum
For any personal data you upload into the Service (typically contact lists of End Recipients), you remain the data controller and Teliea acts as your data processor on documented instructions. Our processor commitments — security measures, sub-processor rules, breach notification, audit rights, and assistance with data-subject requests — are set out in our Data Processing Addendum (DPA), which is incorporated into these Terms by reference and is available on request at info@digexis.com.
Our handling of personal data more broadly is described in the Privacy Policy.
13. Warranty disclaimer
Except as expressly stated in these Terms or in a written SLA, the Service is provided “as is” and “as available”, and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that any specific message will be delivered.
14. Limitation of liability
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or loss of business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.
Teliea’s aggregate liability for all claims arising out of or relating to these Terms or the Service in any twelve-month period is limited to the total fees paid by you to Teliea in the twelve months preceding the event giving rise to the claim. The exclusions and limits in this section do not apply to liabilities that cannot be excluded under applicable law.
15. Indemnification
You will defend, indemnify, and hold Teliea, its affiliates, and its personnel harmless from and against any third-party claim, demand, action, fine, settlement, or expense (including reasonable legal fees) arising out of or related to (a) the content of any message you transmit through the Service, (b) your use of any Sender ID, (c) your breach of section 5 (Acceptable use) or section 6 (Tenant responsibilities for SMS content), or (d) your violation of any applicable law in connection with your use of the Service.
16. Governing law and dispute resolution
These Terms are governed by the laws of [[GOVERNING_LAW_COUNTRY]], without regard to its conflict-of-laws rules. The parties will use commercially reasonable efforts to resolve any dispute informally before initiating formal proceedings. If a dispute cannot be resolved informally, it will be submitted to the exclusive jurisdiction of the competent courts of [[FORUM_CITY]], subject to any mandatory law granting consumers the right to bring proceedings in their country of residence.
17. Force majeure
Neither party is liable for failure or delay in performance caused by events outside its reasonable control, including natural disasters, war, civil unrest, governmental action, acts of terrorism, labour disputes, failure of mobile-network operators, failure of upstream cloud or telecommunications providers, internet disruptions, or epidemics.
18. Changes to these terms
We may update these Terms from time to time. We will publish the updated version on this page and adjust the “Last updated” date above. For material changes that affect existing Tenants, we will give notice by email to the address on file at least [[15 days]] before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.
19. Notices and contact
Operational and legal notices to Teliea should be sent to info@digexis.com and, where written notice is required, to [[REGISTERED_ADDRESS]]. Notices to you will be sent to the email address on file for your account.
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full effect. Our failure to enforce a provision is not a waiver of our right to do so later. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of substantially all of our assets.