TERMS OF SERVICE

Introduction.

The Agreement contains the legal terms and conditions that govern our provision of Services and your use of and access to the Services. You are entering into the Agreement with the legal entity set out in the Cover Sheet which shall be referred to as “we”, “our”, “us” or “Team Culture”. By signing the Cover Sheet or electronically accepting the Terms of Service or using the Services, you agree to and are legally bound by the Agreement. If you do not accept all the terms contained in the Agreement, you may not use the Services. Any individual person, who accepts the Agreement on behalf of an Entity, represents to Team Culture that it has the authority to bind such Entity to the Agreement. In the Agreement: (i) the Entity represented by the individual accepting the Agreement; or (ii) the actual individual, where the individual enters into the Agreement as a sole proprietor or trader, shall be referred to as “you” “your” or “Client”.

If you have a Prior Agreement, it shall be deemed terminated (to the extent it covers the Services provided pursuant to these Terms of Service and/or a Service Order) upon the of applicable Service Order Effective Date and without prejudice to any of our or your accrued rights and liabilities under such Prior Agreement. Your use of and access to the Services are subject to additional terms that include without limitation the Supplemental Terms. Supplemental Terms may be presented or made available to you through means determined by us.

Team Culture and Client will mutually agree upon a non-binding date for the start of the Services, hereinafter referred to as the “Service Start Date”. The date for the Service Start Date may be adjusted at our sole discretion, in which case we will notify you of the revised Service Start Date.

We reserve the right (but are not obliged) to provide certain Services to you under the Agreement without a Service Order. Capitalized terms in the Agreement has the meanings given to them in Section 18 of these Terms of Service unless otherwise defined in an applicable Section of the Agreement.

  1. Numbers and Codes.

 

You acknowledge and agree that neither you nor any third party has any intellectual property rights and/or other proprietary interests in any Numbers and Codes made available to you under the Agreement. You will not take any action that would cause you or any third party to acquire any intellectual property rights and/or other proprietary interest in any Numbers and  Codes. We may withdraw or suspend such Numbers and Codes at any time to comply with Relevant Laws and/or an order, instruction, or request of a Service Provider, Regulator, court, or other competent authority.

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You agree that you will not, and will not encourage or permit any party (including but not limited to Service Users) to, access or use the Services: (a) other than as expressly prescribed by the Agreement; (b) in violation of: (i) Relevant Laws or (ii) applicable third party licenses; (c) to send unsolicited messages or other communications; (d) in any manner that is infringing, obscene, threatening, libelous, unlawful, or in violation of any third party rights; (e) to breach, interfere or attempt to interfere with any requirements, procedures, policies, or regulations of any industry association, Regulator or any Service Provider; (f) to facilitate the transmission or use of any: (i) malicious code (including malware, viruses, worms, and Trojan horses); (ii) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (iii) code that would allow any third party to interfere with or access any Data; (g) to circumvent, disable, violate, or otherwise interfere with the security or integrity of the Services, their operation, any networks or servers used in connection with the Services, or any activity being conducted in or in relation to the same (or attempt at any of the foregoing); (h) to gather, store, upload or otherwise transmit any Data for which you do not have a right to do so; (i) support or carry any emergency calls to any medical rescue, emergency, or law enforcement agency, service or provider of any kind; or (j) to impersonate any person or entity. Additionally, you agree to promptly comply with all requests for documentation and information we make relating to your use of the Services.

  1. Your Responsibilities.
  • Your Account. You are solely responsible for your Account, all activities conducted in connection with your Account, and the accuracy of all information provided by or to you relating thereto, including without limitation, contact, technical, campaign and payment information, the Credentials, and for protecting and safeguarding the foregoing. You will promptly update any Account Information if it changes and notify us of any unauthorized use of your Account and/or Credentials, and any related security breach.
  • Content and Monitoring. Your client(s) are solely responsible for all Content, and the storage and transmission of the Content must comply with the Agreement. We may (but have no obligation to) monitor your use of the Services at any time, with or without notice.
  • Data Protection and Privacy. You grant us authority to retain, store, use, and disclose your/your client9s) data solely: (i) in connection with provision of Services, (ii) for our internal purposes, (iii) to protect the operation of the Services, (iv) to create aggregated, anonymized data, including for usage statistics, and (v) to satisfy applicable legal, accounting or regulatory requirements. Each party shall comply with its obligations under applicable Data Protection Laws in respect of any Data processed under the Agreement. You warrant, represent, and undertake to us that you have all necessary rights, licenses and consents including adherence to regulatory bodies to provide us with Data for these purposes. You and we acknowledge that in relation to processing activities on our platform, you are the Data Controller and we are the Data Processor. Where you are the Data Controller and we are the Data Processor, we will process such Data in accordance with the terms of the Agreement and our duties as a Data Processor under applicable Regulations and Laws. You acknowledge that we shall act as an independent Data Controller with respect to the processing of Data which is necessary for the operation of the Services which shall include any information processed for the purpose of the conveyance of a communication on an electronic communications network or for the billing thereof.
  • Records & Consents. You will maintain accurate and complete records of your performance under the Agreement during the term and as required under Relevant Laws. Upon reasonable written notice, you shall provide copies of any such records to Team Culture. Team Culture or its representatives shall be entitled to disclose any such records upon reasonable written notice, where required by any Service Provider, Regulator, or other relevant authority. Without limiting the generality of any other provision of the Agreement, prior to using the Services to send Content to any third party, you shall obtain verifiable informed consent in accordance with Relevant Laws, and shall maintain a record of each such consent. You shall provide a reasonable and readily accessible method for third parties to revoke this consent and, at our request, shall provide us with verifiable evidence to establish informed consent from such third party.
  1. Payments and Pricing.
  • Post-pay Client’s. Where you have signed a Service Order for a post-pay Service, you shall be a post-pay Client. You will pay us the Fees and Taxes and all other invoiced amounts within the period specified in the applicable Service Order or within thirty (30) days from the date of invoice, whichever is longer. Unless stated otherwise in a Service Order, the Fees shall be calculated in accordance with rates and pricing which we make available to you (by means determined by us) from time to time. Unless stated otherwise in a Service Order, all Non-Recurring Fees may be invoiced monthly in arrears, and all Recurring Fees and One-Time Fees may be billed in advance. All Fees, Taxes and other sums shall be billed in the applicable currency stated in the Service Order. Time is of the essence in relation to your payment obligations.
  • Pre-pay Client’s. Where you have signed a Service Order for pre-pay Services or if you have not signed a Service Order for a Service, you will be a pre-pay Client. You will pay us the Fees and Taxes and all other amounts payable to us through prepayments made by you on your Account. The Fees shall be calculated in accordance with the rates and pricing which we make available to you. We may deduct or offset from your Credit Balance, any sums you owe to us, which may include but are not limited to Fees and Taxes. All Recurring Fees and One-Time Fees may be deducted in advance of the applicable Service being provided and all Non-Recurring Fees may be deducted after the applicable Service is provided. Payments received from you will be deposited in the currency selected during Account creation. We support USD, GBP, and EUR as standard and may be able to support other currencies on a case by case basis. All Fees, Taxes, and other sums due will be deducted from this Credit Balance in the same currency. Every Service on an Account will deduct Fees, Taxes, and other sums due from the same Credit Balance. You will not earn interest on any Credit Balance held by us. You will lose the right to any Credit Balance and such Credit Balance shall be permanently assigned to us where; (i) we suspend the Services more than once due to breach of the Agreement; or (ii) such Credit Balance has not been used within 365 days of it being credited.
  • Set-Off. You will not have a right of any type of deduction or set-off unless required by Relevant Laws. If any such set-off is required by Relevant Laws, you shall, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
  • No Waiver. No omission or delay by us in invoicing any sums and/or deducting them from a Credit Balance shall prohibit us from raising an invoice and/or deducting them from a Credit Balance at a later date nor shall it relieve you of your liability to pay.
  • Credit Limit. Your Credit Limit shall be as notified by us to you from time to time. If we determine that the Accrued Liability exceeds the Credit Limit, we require payment, within twenty-four (24) hours of notice, such amount as we determine is necessary to (i) reduce the Accrued Liability to the same or less than the Credit Limit and, (ii) ensure the Credit Limit shall not be exceeded prior to the next invoice due date.
  • Fees and Taxes are non-refundable. Fees exclude, and you will pay, all Taxes, but neither party will pay income taxes of the other party. For any invoice you fail to pay by its due date, we may charge you a late penalty on the amount overdue each day it is overdue until it is paid whether before or after judgment, equal to the lesser of: (i) the maximum legally permissible interest rate, or (ii) an interest rate of 2 percent (2%) over the then-current rate if you domiciled in any country except the USA or Canada. The Fees payable shall be calculated by reference to data recorded or logged by us. Any invoices issued by us shall, save in the case of manifest error, be final, conclusive, and binding on you. You may dispute an invoice in good faith but must do so within the period specified for payment of invoices in the applicable Service Order or within thirty (30) days from the date of invoice, whichever is longer. Team Culture may set-off amounts owed by you under the Agreement or any other agreement you have with Team Culture or any of its Affiliates. Each party shall bear the costs imposed by their own bank when making and receiving payments under the Agreement. Team Culture will charge a fee for any credit card payments.
  1. Term and Termination, Suspension, Survival.
  • Term and Termination. The Agreement takes effect as of the earlier of: (i) your use of any Services, (ii) both parties executing the Cover Sheet, or (iii) your electronic acceptance of the Terms of Service, and will continue until terminated in accordance with the terms of the Agreement. Each Service Order will come into effect on the Service Order Effective Date. Unless terminated in accordance with the Agreement, each Service shall automatically renew for a Renewal Term upon expiry of its Initial Term or then current Renewal Term. Either party may terminate any Service Order and/or Service with no less than ninety (90) days’ notice to the other (or such alternative period specified in applicable Service Order).
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You retain all rights and ownership in Data. We do not claim any ownership rights in Data. Except for rights expressly granted herein, no implied licenses are granted by us, and we hereby reserve all rights not so granted. You acknowledge that we retain all sole and exclusive ownership of all right, title and interest in and to the Services and our Confidential Information (defined below), including all intellectual property rights thereto, and at no time will you dispute or contest our exclusive ownership rights in any of the foregoing. If you provide any Feedback, we will own such Feedback and may use and modify the Feedback without any restriction or payment to you. 

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Except as expressly stated in a Service Order, we reserve the right, in our sole discretion and with or without notice from time to time, to modify or update any Services (including but not limited to the features, scope, reach and functionality). Additionally, we may amend the Agreement (or any part thereof), and such amendment will take effect on the date we designate (or upon expiration of the minimum period of notice we are required to provide under Relevant Law). Further and without limit, we specifically reserve the right to make changes to the Terms of Service by publishing a revised version at (or any successor URL we determine) as may be updated by us from time to time. If an amendment to the Agreement or Services is to your material detriment, you may terminate either: (i) the affected Service Order; or (ii) the affected Service, upon written notice within thirty (30) days following the effectiveness of such amendment (or by the date which you are entitled to terminate under Relevant Law).

  1. Relevant Laws.

You shall (and ensures that your Client’s, Affiliates, employees, contractors, and agents shall) ensure that all use of the Services and all Data complies with Relevant Laws. You shall provide (and ensures that your Client’s, Affiliates, employees, contractors and agents shall provide) all co-operation as is required by us to enable us to comply with requests and investigations by Regulators, law enforcement agencies and Service Providers relating to the Services and Data.

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  • Each party represents and warrants it has the necessary authority to enter and perform the Agreement, and that such performance does not violate or breach any other agreement to which it is a party. We warrant that the Services will be provided with a high degree of skill, care, diligence, prudence, and foresight to be expected of a competent provider of the Services. Additionally, you represent and warrant that you will fully comply with the Agreement, and that the Content and your use of the Services do not and will not cause any breach of the Agreement.
  1. To the fullest extent permitted by law, we disclaim, and the Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability, or fitness for a particular purpose. You acknowledge that there are risks inherent in network connectivity that could result in the loss of your privacy, Data, Confidential Information, and property. While Team Culture does not control networks of third parties (including without limitation Service Providers and their networks) Team Culture does require a high level of protection from providers in accordance with its reciprocated third-party contractual obligations to ensure Team Culture clients are also protected.
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  • Indemnification by Us. We will indemnify, hold harmless and defend you from and against any and all Losses arising out of or relating to any Claim from a third party (other than one of your Affiliates) arising from or relating to any proven infringement of the intellectual property rights of such third party by your use of the Services in accordance with the Agreement. This indemnity is subject to you (i) providing us with prompt written notice of any Claim; (ii) providing us with sole control and defense of the Claim, including any settlement; (ii) not making any admission of liability or otherwise acting in any manner which prejudices our ability to fully defend the Claim; (iii) providing us with any reasonable co-operation we require. We may (at any time) in our sole discretion: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a license for your continued use of that Service in accordance with the Agreement, or (iii) terminate your subscription to that Service upon written notice and refund you any prepaid Fees or Taxes relating to such part of the Services which have not been provided by the effective date of termination. This Section 10(a) shall not apply to the extent the relevant Claim arises as a result of any: (i) Data; (ii) use or exploitation of the Services by you or any Service User in any manner which breaches the Agreement; (iii) combination or integration of the Services with anything not provided by us.
  • Indemnification by You. You will indemnify, keep indemnified, hold harmless and defend us from and against any and all Losses arising out of or relating to any and all: (a) Claims arising from or relating to Data; and (b) Claims arising from or relating to use of the Services (whether by you or any Service User); (c) Claims from Service Providers as a result of any Claims brought by you against such Service Providers in relation to the Services or this Agreement; (d) Claims by Service Users against Team Culture; and (e) breaches of regulatory bodies.
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Each party will, during the Term and thereafter, maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except as expressly permitted herein. Each party will use the same degree of care in protecting such Confidential Information as such party uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Each party will use such Confidential Information solely for the purpose of carrying out its respective rights and obligations under the Agreement. In addition, each party: (a) will not reproduce such Confidential Information, in any form, except as required to accomplish its rights and obligations under the Agreement; and (b) will only disclose such Confidential Information to its affiliates, employees and consultants who have a need to know such Confidential Information in order to perform their rights and obligations relating to the Agreement and have been informed of the obligation to preserve the confidentiality of such information prior to receiving such information. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is in or enters the public domain without breach of the Agreement through no fault of the receiving party; (b) the receiving party can reasonably demonstrate was in its possession prior to first receiving it from the disclosing party; (c) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the Confidential Information; or (d) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Either party may disclose Confidential Information of the other party (and we may disclose any Data) to the extent required by law, Regulators or Service Provider request.

  1. Test Accounts (SMS)

We may make an Account available to you for the purposes of testing of certain Services (with or without a test Account and Service Order, at our discretion). The terms of the Agreement shall govern your use and access to such test Account and test Services. You ensure that the test Account and test Services are used only for the purpose of testing, and not for any productive, commercial, or other purpose (such restriction prevailing over any other provision to the contrary in the Agreement).

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Team Culture may provide all written notices hereunder to any email address under your Account, effective upon transmission. If an email address under your Account is not valid, or we for any reason are not capable of delivering to you any notices required/permitted by the Agreement, we may also give notice to you at the postal address listed on the Cover Sheet, which shall be deemed effective on the date of dispatch. You may give notice to us at the applicable address set out in the Cover Sheet. Such postal notice will be deemed effective when received by us.

  1. General.

Neither party will be liable for failures or delays in the performance of its obligations hereunder due to causes beyond its reasonable control, including, without limitation, in respect of the provision of the Services, failures or delays caused by Service Providers, any act of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labor disturbance, compliance with Relevant Laws, any act or omission of Government or other competent authorities. The parties are independent contractors, and there is no partnership, joint venture, employment, franchise, or agency relationship created by the Agreement. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without your consent however, you shall, if we require, execute such deeds and/or documents as may be necessary or required by us to give effect to any such dealing in such rights and/or obligations. A waiver of any provision of the Agreement must be made in writing to be effective, and our waiver of a breach of any provision or right contained in the Agreement will not constitute a continuing waiver or waive any subsequent breach or right.

You shall, in relation to this Agreement, comply with all Relevant Laws which are applicable to you, including but not limited to export control laws and regulations, economic, trade and financial sanctions laws, regulations, embargoes, restricted state lists or restrictive measures administered. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention, and the remaining provisions will not be affected. The Supplemental Terms will prevail in the event of a conflict with the Terms of Service, but only to the extent such conflicting term relates to the Services governed by those Supplemental Terms. In all other cases, the Terms of Service will prevail in the event of a conflict with another part of the Agreement, unless such other part of the Agreement intends and expressly states that the specific term supersedes. Further, the fact that a part of the Agreement does not contain a provision relating to a matter, which another part of the Agreement does have a provision for, shall not be deemed to give rise to a conflict. 

Any Team Culture Affiliate is entitled to enforce any provision of this Agreement which confers a benefit on it (however the consent of such Team Culture Affiliate shall not be required to amend or terminate the Agreement in accordance with its term). There are no other third-party beneficiaries to the Agreement and any Relevant Law, which may grant third party rights, is expressly excluded.

The Agreement is the parties’ entire agreement relating to its subject and supersedes all prior oral and written proposals, agreements, understandings, and contemporaneous discussions between the parties as to the subject matter. Neither party has entered into the Agreement (or any part thereof) in reliance upon and nor shall they have any remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in the Agreement.

The only remedies available for breach of any representation or statement which was made prior to entry into the Agreement (or any part thereof) and which is expressly set out in the Agreement shall be for breach of contract (although nothing in this Section shall be interpreted or construed as limiting or excluding the liability of either party for any type of fraud). The terms contained in any purchase order, order form or similar document, will have no force or effect, and will not be binding upon us.

The parties may sign the Agreement (or any part thereof) electronically and in counterparts, each of which is deemed an original and, together, comprise a single document. Each party to this Agreement agrees to use electronic signatures; and be subject to the provisions of the applicable national laws governing electronic signatures.

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Account” your account with us for the Services.

Account Information” information you supply in relation to your Account.

Accrued Liability” when calculated at any given time, the total Fees, Taxes and ETC’s invoiced under the Agreement which remain unpaid, plus the unbilled but accrued Fees, Taxes and ETC’s.

“Affiliate” an entity that directly or indirectly controls, is directly or indirectly controlled by, or is under common direct or indirect control with, a party. For purposes of this Agreement, “control” of any entity shall mean ownership of a majority of the voting equity interests or profit interests in such entity.

Agreement” The Terms of Service; Service Order/s; Change Order/s; Supplemental Terms; Cover Sheet (if any); and Privacy Policy.

Application” an application owned by you and offered by you under a brand controlled by you.

Confidential Information” all information disclosed (whether in oral, written, or other tangible or intangible form) by a party to the other party concerning or related to the Agreement (whether before, during or after the Term), which the receiving party knows or should know, given the facts and circumstances surrounding the disclosure of the information, is confidential information of the disclosing party. Our Confidential Information includes, but is not limited to, the Agreement, our pricing, our intellectual property rights, and the Services.

“Change Order” the document provided by us (and entered into by both you and us) which details changes to Service Orders, Services, Fees and other Service-related terms (and which is governed by the Terms of Service).

Claim” claim, action, demand, allegation or proceeding brought or made.

“Team Culture” A Pty Ltd company incorporated in Australia.

“Content” email, messages, information, data, text, software, music, audio, photographs, graphics, video, messages, or other materials stored or transmitted via the Services in any medium.

Cover Sheet” any cover sheet to which these Terms of Service are attached or incorporated by reference.

“Credentials” names, passwords and other information provided to you or created in accordance with our policies.

“Credit Balance” a credit balance on a prepay Client’s account.

“Credit Limit” the aggregate credit limit of all sums payable by you to us which is applied by us to your Account.

“Data” Account Information, Content, Personal Data, and any other information made available to us in connection with the use of the Services.

“Data Controller” has the meaning given to it in the applicable Data Protection Laws.

“Data Processor” has the meaning given to it in the applicable Data Protection Laws.

“Data Protection Laws” the Relevant Laws relating to the collection, use, storage, or disclosure of information about an identifiable individual.

“Documentation” the technical documentation made available to you by us regarding any portion of the Services, which includes without limitation the relevant Service Specification(s).

“Entity” a corporation, company, body corporate, unincorporated association, state, governmental or statutory body or authority, and/or a partnership.

“ETC” the early termination charge, which unless specified otherwise in a Service Order, shall be 100% of any monthly Recurring Fees (where charges are billed monthly) for a Service (including but not limited to the minimum monthly fee) payable for the remainder of the Initial Term or Renewal Term, as applicable. For any Fees billed annually in advance, the ETC shall be 100% of the annual Fee.

“Fees” the charges payable for the Services including but not limited to Recurring Fees, Non-Recurring Fees and One-Time Fees.

“Feedback” the ideas, suggestions or recommendations on the Services provided by you.

 

“Fine” all fines, penalties, refunds, charges, debits, deductions, legal fees, and costs incurred by or other sums payable to a Service Provider or Regulator.

“Initial Term” in respect of a Service, is the minimum period (commencing on the Service Order Effective Date), which you are committed to purchase that Service. Unless detailed otherwise in a Service Order, the Initial Term of each Service shall be twelve (12) months.

Losses” all losses, damages, liabilities, costs, expenses, Fines, and penalties (including without limitation reasonable legal fees and costs).

“Non-Recurring Fees” includes but is not limited to usage-based fees and Service Provider pass through fees.

“Numbers and Codes” numbers and/or codes which we make available for you to use as part of the Services, including (but not limited to), short codes, long numbers, and/or alphanumeric sender ID’s.

“One-Time Fees” one-off fees, including but not limited to set-up fees.

“Personal Data” information about an individual that is defined as “personal data” or “personal information” in the applicable Data Protection Laws.

“Prior Agreement” any other agreement you have entered into with Team Culture or other entities prior to the effectiveness of the Agreement, which governs your use of the Services or any part of them.

“Privacy Policy” our policy regarding privacy as may be updated by us from time to time.

 “Recurring Fees” non-usage-based fees, including but not limited to minimum fees and lease fees.

“Regulator” any regulator or other authority, voluntary or otherwise, which a party is regulated by.

“Relevant Laws” any statute, regulation, bylaw, ordinance or subordinate legislation which is in force for the time being to which a party is subject; the common law as applicable to the parties (or any one of them); any binding court order, judgment or decree applicable to the parties (or any one of them); and any applicable industry code, policy, guidance, standard or accreditation terms enforceable by law, which is in force for the time being, and/or stipulated by any Regulator to which a party is subject, in each case, for the time being.

“Renewal Term” in respect of a Service, is the same length of time as the Initial Term for that Service unless otherwise et out in the Service Order, with the first Renewal Term commencing upon expiry of the Initial Term and subsequent Renewal Terms commencing on expiry of each Renewal Term.

Service Level Agreement” (also “SLA”) the document or documents setting forth our standard support terms and service levels for the Services, as provided to you by us.

“Service Order” the document provided by us (and entered into by both you and us) which details the applicable Services, Fees, and other Service-related terms (and which is governed by the Terms of Service).

“Service Order Effective Date” the date detailed in a Service Order, being the date which it takes legal effect.

Service Provider” any entity (including without limitation, an ESP, mobile network operator, mobile virtual network operator, signaling provider, messaging aggregator or hosting provider, that directly or indirectly provides a service to us or an Affiliate of ours) that is used in relation to the provision of any of the Services.

Services” your use of and access to the platform, software (including any and all software development kits, API and all other software and tools provided to you by us in order to enable you to use the Services and integrate them with Applications), Documentation and any services made available to you or as set forth on a Service Order.

“Service Specification” the document or documents detailing a description of the Services, as provided (or otherwise made available) to you by us.

“Service Start Date” means as defined in the third paragraph of the Introduction of these Terms of Service.

“Service User” means any user of the Services, whether or not you have a contractual relationship with such user including (without limitation) any of your Client’s (or any other third parties to whom the Services are subsequently resold or made available) or any of your Affiliates, suppliers, employees, contractors, agents.

Supplemental Terms” the Documentation, SLA and any other terms governing your use of the Services.

“Taxes” applicable taxes, duties, and similar charges, including sales, usage, excise, and value added taxes

“Term” the term of the Agreement, which commences on the date referred to in Section 5(a).

“Terms of Service” these terms of service.

  1. Data Security

 

Data Security becomes effective the date both parties execute this Document.

Client shall make available to Team Culture and Client authorizes Team Culture to process information including data for the provision of the Services under the Agreement. The parties have agreed to enter into this Document to confirm the data protection provisions relating to their relationship and to meet the requirements of applicable Privacy Laws.

  1. definitions
    1. For the purposes of this Document:

Team Culture Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Team Culture. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Specific information from Client’s and users may in some instances be necessary to disclose this information. This privacy policy describes the circumstances under which we may disclose information, and how we protect your privacy. • Collection of information • Contact Address • Phone Numbers • Account Payment Details; Include Credit Card, Bank Account, or Direct Debit Details • New Product Information • Competitive Information

We will retain transmission details and, in some instances, copies of the material you are sending. This information remains confidential to Team Culture and as a condition of employment, all employees accept to maintain all information as confidential. Use of Information We use this information to create billing accounts, update our Client database or improve our marketing and service. We will use your email or postal address, phone, or facsimile numbers to contact you regarding administration, new services, upgrades, or information relevant to your messaging campaigns.

Disclosure of Information Team Culture will not sell or otherwise disclose your identifiable information to any third party. However, there are some legal circumstances where Team Culture may be required to disclose information. Team Culture use third party suppliers and vendors in the delivery of services. We restrict the transfer of any Client information to a minimum and prohibit the sale or misuse of any client information through our contractual terms with these suppliers. the terms “data controller”, “data processor”, “data subject”, “personal data” “processing” and “appropriate technical and organisational measures” has the meanings given to them under applicable Privacy Laws.

  1. Role of the Parties
    1. The Parties understand that for the provision of the Services a distinction is made between two types of processing of personal data: (i) the provision of platform services (i.e. the database of call data records and the logs created and managed by Team Culture on behalf and under the supervision of Client) for which Team Culture will act as a data processor and agrees to comply with the respective obligations and the transmission of emails and messages by Team Culture and other Service Providers for which Team Culture will act as a data controller and agrees to comply with the respective legal obligations and client requirements; Legal obligations will take precedent over client requirements.
  2. processing data
    1. The subject matter, nature and purpose of the processing of data under this Document is Team Culture performance of the Services pursuant to the Agreement and as further instructed in writing by Client in its use of the Services, unless required to do so otherwise by Privacy Laws, in which case to the extent permitted by Privacy Laws, Team Culture shall inform Client of this legal requirement prior to carrying out the processing. Team Culture shall only collect or process data for the duration of the Agreement to the extent, and in such a manner, as is necessary for provision of the Services and in accordance with the Agreement and Privacy Laws applicable to Team Culture in its role as data processor.
  3. duration
    1. The processing of data will be carried out by Team Culture for the duration of the Agreement unless otherwise agreed upon in writing.
  4. Type of data processed
    1. Client may submit Client data to the Services, the extent of which is determined and controlled by Client in its sole discretion, and which may include, but is not limited to the following categories of personal data:
      • Contact information
      • First and last name
      • Email data
      • Mobile data
      • Connection data
      • Localisation data
  1. Quality assurances and other duties of TEAM CULTURE
    1. Team Culture shall comply with mandatory requirements and ensures compliance with the following requirements:
    2. Data protection processes
    3. Confidentiality in accordance with Privacy laws (in particular schedules 7 and 13) Team Culture entrusts only such employees with the data processing outlined in this document who have been bound to confidentiality and have previously been familiarized with the data protection provisions relevant to their work. Team Culture and any person acting under its authority who has access to personal data, shall not process that data unless on instructions from Client, which includes the powers granted in this document, unless required to do so by Privacy Laws.
    4. Unless prohibited by applicable law or a legally binding request of law enforcement, Team Culture shall promptly notify Client of any request by, any government official, regulatory or governing authority, or law enforcement in respect of any data or related issues.
    5. Team Culture shall periodically monitor the internal processes and the Security Directives to ensure that processing within Team Culture area of responsibility is in accordance with the requirements of Privacy Laws and other regulatory and governing bodies.
  1. CONTRACTORS/PROCESSORS

 

  1. Client agrees that Team Culture may engage Team Culture Affiliates or third parties to process data to assist Team Culture to deliver the Services on behalf of Client. Team Culture has entered into written agreement with contractors containing data protection obligations not less protective than those in this Document to the extent applicable to the nature of the Services provided by such contractor. If the Contractor processes the Services outside Australia, (Currently, a European ESP is utilised) Team Culture ensures that the transfer is made pursuant to European Commission and Australian regulation.
  2. for the avoidance of doubt, where any supplier fails to fulfil its obligations under any agreement or under applicable law, Team Culture will remain fully liable to Client for the fulfilment of its obligations under this Document.
  3. Team Culture shall reflect the content of these Security Directives in its agreements with Suppliers that perform tasks assigned under the Agreement.
  4. Team Culture shall regularly monitor, review and audit Suppliers compliance with the Security Directives.
  1. Team Culture shall, at the request of Client, provide Client with evidence regarding Suppliers compliance with the Security Directives through its agreements.
  1. notification of a data breach
    1. In the event of Team Culture aware of any breach of security that results in the accidental, unauthorised, or unlawful destruction or unauthorised disclosure of or access to data, Team Culture shall, among other things:
    2. Notify Client in writing immediately but not later than 24 hours after becoming aware of the breach of security
    3. Assist Client regarding Client’s obligation to provide information relevant authorities.
    4. Support Client in consultations with data security or other authorities at Team Culture’s own expense.
    5. To the extent legally possible, Team Culture may claim compensation for support services which are not attributable to failures on the part of Team Culture.
  2. Compliance Obligations
    1. Client shall always comply with all relevant and applicable Laws in relation to the utilisation of data in connection with the Agreement and the Services.
    2. Team Culture shall always comply with all relevant and applicable Laws in relation to the processing of data in connection with the Agreement and the Services.
  3. Information security policies
    1. Team Culture has a defined and documented information security management system (ISMS) including an information security policy and procedures in place, which shall be approved by Team Culture’s management. They shall be published within Team Culture´s organization and communicated to relevant Team Culture Personnel.
    2. Team Culture shall periodically review Team Culture’s security policies and procedures and update them if required to ensure their compliance with the Security Directives.
  1. information security
    1. Team Culture has defined and documented security roles and responsibilities within its organization.
    2. Team Culture has data protection processes which has appropriate security competence and takes overall responsibility for implementing the security measures under Security Directives.
  1. ethiical standards
    • Team Culture ensures that its personnel handles information in accordance with the level of confidentiality required under the Agreement and in compliance with regulatory and governing bodies.
    • Team Culture ensures that relevant personnel are aware of the approved use (including use restrictions as the case may be) of information, facilities, and systems under the Agreement.
    • Team Culture ensures that any personnel performing assignments under the Agreement is trustworthy, meets established security criteria and has been, and during the term of the assignment will continue to be, subject to appropriate screening and background verification.
    • Team Culture ensures that personnel with security responsibilities is adequately trained to carry out security related duties.
    • Team Culture shall provide or ensure periodical security awareness training to relevant personnel. Such Team Culture training shall include, without limitation:
      1. How to handle Client information security (i.e. the protection of the confidentiality, integrity, and availability of information).
      2. Why information security is needed to protect Client’s information and systems.
      3. The common types of security threats (such as identity theft, malware, hacking, information leakage and insider threat).
      4. The importance of complying with information security policies and applying associated standards/procedures.
      5. Personal responsibility for information security (such as protecting Client’s privacy-related information and reporting actual and suspected data breaches).

 

  1. Physical and environmental security
  • Team Culture shall protect information processing facilities against external and environmental threats and hazards, including power/cabling failures and other disruptions caused by failures in supporting utilities. This includes physical perimeter and access protection.
  • Team Culture shall protect goods received or sent on behalf of Client from theft, manipulation, and destruction.
  1. Data breach management
  • Team Culture has established procedures for data breach management (should this occur).
  • Team Culture shall inform Client of any data breach (including but not limited to incidents in relation to the processing of data) as soon as possible but no later than 24 hours after the data breach has been identified.
  • All reporting of security related incidents shall be treated as confidential information and be encrypted, using industry standard encryption methods.
  • The data breach report shall contain at least the following information:
    1. The nature of the data breach,
    2. The nature of the data

Special Conditions

 

  • Supplier change – Team Culture shall notify Client, in thirty (30) days’ in advance of any intended changes concerning the addition or replacement of any supplier during which period Client may raise objections to the new appointment. Any objections must be raised no later than thirty (30) days following Team Culture’s notification of the intended changes). Should Team Culture choose to retain the objected supplier, Team Culture will notify Client at least thirty (30) days before retaining the supplier. Client may immediately discontinue using the relevant portion of the Services and may terminate the relevant portion of the Services. Team Culture will refund Client any prepaid fees covering the remainder of the term of such relevant portion of the
  • Technical and organisational measures are subject to technical progress and development. In this respect Team Culture is permitted to implement alternative adequate measures. The level of security must align with industry security best practice and not less than, the measures set forth herein. All major changes are to be agreed with Client and documented.
  • Risk Management – Team Culture will periodically assess risks related to data transmission, information systems and data storage and notify Client with 24 hours if risks are identified.
    1. Team Culture has implemented malware protection to ensure that any software used for Team Culture’s provision of the Services to Client is protected from malware.
    2. Team Culture makes backup copies of critical information and test back-up copies to ensure that the information can be restored as agreed with Client.
  • Monitoring – Team Culture shall log and monitor activities, such as create, reading, copying, amendment and deletion of processed data, as well as exceptions, faults and information security events and regularly review these. Furthermore, Team Culture shall protect and store (for at least 2 years as current legislative requirements or such period/s set by Privacy Laws) log information, and on request, deliver monitoring data to Client. Anomalies / incidents / indicators of compromise shall be reported according to the data breach management requirements.
    1. Team Culture shall manage vulnerabilities of all technologies such as operating systems, databases, applications in a timely manner.
    2. Team Culture ensures development is segregated from test and production environment.
  • Change Management Policy – Team Culture has an established change management system in place for making changes to business processes, information processing facilities and systems. The system includes tests and reviews before changes are implemented, such as procedures to handle urgent changes, roll back procedures, logs that show, what has been changed, when and by whom.

 

  • Network security

Team Culture implemented network security controls such as service level, firewalling, and segregation to protect information systems.

  • System acquisition, development, and maintenance
  1. Team Culture has implemented rules for development lifecycle of software and systems including change and review procedures.
  2. Team Culture tests security functionality during development in a controlled environment.
  • Access control
    1. Team Culture has a defined and documented access control policy for facilities, sites, network, system, application and information/data access (including physical, logical and remote access controls), an authorization process for user access and privileges, procedures for revoking access rights and an acceptable use of access privileges for Team Culture personnel in place.
    2. Team Culture has a formal and documented user registration and de-registration process implemented to enable assignment of access rights.
    3. Team Culture assigns all access privileges based on the principle of need-to-know and principle of least privilege.
    4. Team Culture shall use strong authentication (multi-factor) for remote access users and users connecting from untrusted networks.
    5. Team Culture ensures that its Personnel has a personal and unique identifier (user ID), and use an appropriate authentication technique, which confirms and ensures the identity of users.
  • Access to Client’s premises
    1. Team Culture’s admission to Client’s premises and property (such as datacentre buildings, office buildings, technical sites) is subject to the following:
    2. Team Culture shall follow local regulations (such as regulations for “restricted areas”) for Client’s premises when performing the assignments under the Agreement.
    3. After completing the assignment, or when Team Culture personnel is transferred to other tasks, Team Culture shall without delay inform Client of the change and return any keys, key cards, certificates, visitor’s badges, and similar items.
    4. Team Culture Personnel shall not allow unauthorized persons access to the premises.