Sales Agreement
Article 1 – Subject and definition of parts
This agreement has as aim to define the conditions and the procedures according to which the company Benoue, supplier of message services, places at the disposal of its customers an SMS routing service requiring the payment of a sum whose cost is a function of the number of SMS and the destination chosen by the customer. Subscribing for Benoue`s services implies the general acceptance of these terms. The services of Benoue are reserved to persons or entities established in Africa, Europe, America and Asia and who are capable of justifying a means of payment in Euros, American Dollars or in all other currencies accepted by Benoue.
Article 2 - Description of Benoue`s services
The Benoue Service rests on the functionality of sending of SMS (Shorts Message Service) allowing the emission of alphanumeric or numerical messages from the Internet to mobile terminals. For the recipient to receive the message, it is necessary that his terminal be within the limit of the zones covered by his operator and that this operator be accessible by Benoue. The list of accessible operators can be modified by Benoue constantly and without warning.
The services of Benoue are accessible from the Benoue portal (www.benoue.com) but can also be integrated into the information systems of its customers.
Access to Benoue`s services requires the creation of an account on the Web site www.benoue.com in accordance with the terms.
Benoue is committed in implementing the means necessary to provide the Customer service and to make it possible to the Users to take part in the Operations. However, Benoue reserves the right to suspend the Service for maintenance reasons in particular in the event of increase in the broadcasting capacity of SMS. Benoue is committed in warning the Customer by e-mail two days before the beginning of such suspensions.
The Service provided by Benoue does not cover the transit of the SMS on the networks of the Operators, Benoue assuming in this respect only one obligation of means, consisting in putting in work the means necessary to provide the Service, and not the result.
Article 3 – Creation of an account
The customer opens a Benoue account by filling the activation form placed at his disposal on the Web site. He mentions there in particular his identity or that of his company and the corresponding email address. Following this activation request, the customer will automatically receive a verification email at the email address found in the activation form. The id and password will make it possible for the customer to personally access in all security his «customer area» from where he can order articles (among those which are proposed to him) and manage them. The opening of the account is effective once the activation process is finished (in other words, when access information to the service were validated by the customer via the email supplied in the inscription form). However the sending of messages requires you to to have previously credited your account with SMS packs purchased online.
Article 4 – How an account functions
As concerns the opening of an account in prepaid mode, access to the account makes it possible to credit the account with a number of messages chosen by the customer (among the packs available) according to his requirements. It also makes it possible to carry out operations of sending of messages (with one or more recipients) within the limit of the credit of messages available. The holder of the account also has the possibility, through the management interface, to create, modify or remove personal directories that facilate for him the use of Benoue services. According to the selected method of sending(SMS Standard or SMS Flash) whose respective characteristics are detailed on the www.benoue.com site, the holder of the account will be able or not to be billed differently.
Article 5 – Message Validity
The validity of use of SMS packs bought by the holder of a Benoue account is limited in time and is fixed at one year starting from the date of purchase, the online purchase invoice being considered. Any messages credit is automatically lost if it is not used for the period of validity. However, if the account is credited once again before deadline, the messages not used will be deferred to the new credit and could thus still be used during the new period of validity (twelve months).
Article 6 - Tariffs and modes of payment
The tariffs vary according to the products but are defined on the www.benoue.com site at the date of purchase. Benoue reserves the right to reflect, without notice, any increase in the tariffs imposed by the various operators of mobile telephony. In this context, the holder of the account is free to terminate this contract with a 30 days notice to Benoue by simple email via the form of contact. The payment can be carried out by transfer or online by credit card.
Article 7 - Obligations and responsibilities for the customer
The customer commits himself providing right, complete and sincere information at the time of his inscription. He commits himself preventing in effective times Benoue of any change concerning the provided data. In the contrary case, Benoue will be able to suspend the use of the account and to terminate the contract if necessary.
The use of the Benoue account being subjected to the supply of a password and an identifier, it belongs to the holder of the account to maintain secret this information. To in no case, Benoue could not be responsible for the loss or the disclosure by the holder of this information, nor of the consequences which would result from it.
The customer declares moreover and guarantees to Benoue that he is owner and/or can freely have the entirety of the rights related with the contents which will be diffused on the SMS at the time of the operations. To thus in no case Benoue could not be held responsible (civilly and/or penally) contents for transmitted information. Even if the customer lays out D ' a total freedom as for the contents of the message, its freedom into force remains however always limited to the respect of the legal and regulatory provisions. The customer thus assumes the whole responsibility for the possible attacks to the intellectual or industrial property of third, to the law and order and the morality. In particular it is committed not diffusing messages containing inappropriate, indecent, shocking or incorrect elements for a family public. In no way, the message will be able to contain written obscenes, defamatory, abusive, pornographic, violent one, racists, xenophobes, revisionists, etc… or which undermine the private life or to the rights of whoever (for example while sending in mass of the SMS to people which in did not make the request beforehand). In this context, Benoue reserves the right to refuse the sending of messages SMS comprising very contained likely to constitute violation of legal or regulatory provisions into force (filter anti-spam).
The customer guarantees Benoue against any violation of these provisions, and will compensate it for any complaint or resort of thirds relating to a violation by the customer of his obligations under the terms of the present contract.
Article 8 - Benoue`s Obligations and Responsibilities
Benoue engages itself to implement by all necessary means the correct operation of its services, while maintaining continuity and quality. It however implies an obligation of means and in no case an obligation of result.
Benoue`s service is assured 24 hours a day and 7 days a week but because of the characteristics and limits of the Internet, which should not be strange to the customer, and considering the risks of electromagnetic waves propagation or the possible disturbances and obstructions of the Internet, Benoue can in no manner being held responsible for the non-routing or delays of sending of messages SMS following a possible saturation of the mobile terminals or following an interruption of service resulting from a case of absolute necessity, third parties, social conflicts or any other causes unforeseeable and exceptional which would prevent Benoue from providing the service. Moreover, for maintenance or evolutory reasons, Benoue reserves the right to temporarily restrict access to its services even if it is committed by all means to minimize such interruption.
Benoue relies on the supply of services and its responsibility is limited to the transport of messages. Benoue denies any other guarantee. It can thus be held liable for any possible direct or indirect damage undergone by the holder of the account from the use of the service. The indirect damages are those which do not result from the failure of the services of Benoue; one understands in particular by indirect damages exploitation and the commercial losses.
Article 9 - Limitations of the responsibilities of Benoue
The Customer recognizes expressly that Benoue is only responsible for providing a means of executing the services.
The Customer recognizes being conscious that the correct operation of the telecommunications networks does not depend at all on Benoue, and that the latter cannot guarantee the deadlines nor the quality of transmission of the SMS.
The Customer and Benoue recognize in addition that, because of the complex nature of telecommunications networks and Service, the latter is likely to present or unidentified and undetected dysfunctions. This contract is concluded between both parties in full knowledge of the possible existence of such dysfunctions.
Benoue will not be held responsible at all for the methods of the operations nor of the contents of the SMS, this being conceived and being defined exclusively by the Customer.
Benoue`s responsibility in this contract is limited only to the direct damage undergone by the Customer, and thus does not cover the possible loss in business turnover , profits, orders, opportunity or the data of the Customer or the User, cost of procurement of goods or services of substitution or any committed action or complaint made against the Customer by third parties. Benoue incurs in no case responsibility under incidental damage, indirect, or of moral wrong resulting from this contract. The Customer recognizes that the amounts due under the present ones are partly founded on this limitation.
The responsibility of Benoue will in no case be able to exceed 1% of the amount of the invoice published by Benoue.
Article 10 - Cause beyond control
No party will be responsible for the failure of its obligations under present if such a failure results from an act, fact or event independent of its will, more particularly following a case of absolute necessity, including in particular recognized events like such as jurisprudence, and, including: strikes, wars, embargoes with importation or exportation, “lockouts”, accidents, fires, blockade, or natural disasters, disturbances, cuts and anomalies affecting the transmissions through the telecommunications networks, delays, suspensions or interruptions of service of the operators of mobile telephony, order from the Telecommunication Regulation Authority imposing the total or partial suspension of public radiotelefony GSM, interruptions of current or any other technical difficulty or dysfunction of the Internet network.
If such a case of absolute necessity were to continue beyond two (2) months, this contract could be terminated by any of the involved parties after warning by letter registered with a required delivery report and remained without effect.
Article 11 - Cancellation of the contract
The present terms come into effect and have effect between the parties as from the opening of the account, that is to say when access information to the service are communicated by E-mail to the customer. The contract is concluded for an unspecified duration except from cancellation on behalf of the parties.
Indeed, Benoue reserves the right to reflect, providing a 30 days notice, all new tax or any increase in already existing tax, in particular any increase in the tariffs imposed by the various operators of mobile telephony, the customer consequently has the possibility of terminating this contract for this reason or any other reason with its discretion with a 30 days notice, by addressing it to Benoue by email via the form of contact. The customer will be able moreover to claim the remaining credit.
On the contrary, in the case of failure of the policies of use (SMS message content not in conformity with the American, European, African, international laws or with the “Internet ethics”) or for any other reason with discretion of Benoue, this one reserves the right to put an end to the present contract at any moment and without notice, and sending an email to the address email communicated by the customer at the time of the activation request.
Article 12 - Data Ownership - Access to data
Data refers to all personal information relating to a user and communicated freely by this user in Benoue through the activation request form, but also all information and statistics collected and stored on Benoue`s servers when processing an SMS (all administrative operations carried out by the customer in his customer area).
This data is the exclusive property of the customer, Benoue is committed to not making any use of it other than that necessary for the execution of the obligations subscribed to present. In particular Benoue engages itself to not doing any thing contrary to the legal and regulatory provisions of it into force and to ensure the confidentiality of it. To in no case Benoue authorizes to modify, or yield to thirds information relating to its customers.
In accordance with international standards into force, Benoue recognizes with the customer the right to require the communication of information relating to it and to make them rectify or eliminate if necessary.
Article 13 - Final provisions
This contract constitutes the integrality of the agreement made between Benoue and the Customer. It cancels and replaces very possible former agreement.
In the assumption that a stipulation of present would be declared null by a court, this stipulation would be, as far as this nullity, declared not written and the other provisions of present would preserve their full effect.