Terms of Service


1. Terms of Service

ASTERISK SMS GATEWAY  (the ÒSERVICEÓ) IS AN ONLINE SERVICE PROVIDED BY BAYHAM SYSTEMS LIMITED.  THESE TERMS OF SERVICE (ÒTOSÓ) WILL APPLY TO ALL SALES MADE TO YOU THE CUSTOMER VIA THIS WEBSITE.

PLEASE READ THESE TOS CAREFULLY. WE STRONGLY ADVISE YOU TO PRINT A COPY OF THESE TERMS OR TO MAKE A COPY ON THE HARD DISK OF YOUR COMPUTER. PLEASE NOTE THAT SERVICES COVERED BY THIS AGREEMENT MAY NOT BE CANCELLED BY YOU OTHER THAN AS DETAILED IN THESE TOS ONCE THE PROVISION OF THOSE SERVICES HAS COMMENCED. IF YOU DO NOT AGREE WITH THESE TERMS YOU MAY NOT USE THE SERVICE. OTHERWISE YOU AGREE TO USE THE SERVICES ON THE TERMS SET OUT IN THIS AGREEMENT. WE MAY NEED TO VARY THESE TERMS FROM TIME TO TIME AND YOUR CONTINUED USE OF THE SERVICE INDICATES YOUR KNOWLEDGE AND ACCEPTANCE OF THE AGREEMENT AND ANY SUBSEQUENT MODIFICATIONS.  PLEASE CHECK THIS SITE REGULARLY AS WE WILL NOTIFY YOU HERE OF ANY SUCH CHANGES.

1 Introduction

1.1  Service Description.

This service is brought to you by Bayham Systems Ltd ("Bayham Systems"). Bayham Systems currently provides users with access to a variety of products and services through its on-line (World Wide Web) and SMS (Short Message Service) services (the "Service"). This Service may contain messaging or other communication services. Bayham Systems has no obligation to monitor these services and reserves the right to review and remove communication materials in its sole discretion.  The Service may also include access to products and services of independent third parties either directly or via links to sites operated by third parties. Where reasonably possible, Bayham Systems will indicate the products and services provided by third parties as such. Even though they may be co-branded with Bayham Systems and so include Bayham SystemsÕ trademarks, the contracts for products and services provided by third parties are concluded directly between you and the third party. Bayham Systems will not be a party to, or in any way responsible for any transaction concerning products or services made available from such third parties or any content or information presented in connection with any such products or services.

 

 

1.2 Applicable terms and conditions.

The Service and any products and services which may be accessed through the Service are made available to you subject to these Terms of Services ("TOS"). The TOS are in addition to any Bayham Systems or third party terms and conditions applicable to products and services, which may be posted from time to time in connection with such products and services ("Specific Terms"). In case of any inconsistency between the TOS and such Specific Terms the latter shall prevail.

You must be at least 18 years of age to purchase Products from this Site.

Every care has been taken in the preparation of the content of this web site. To the extent permitted by applicable law, we disclaim all warranties, express or implied, as to the accuracy of the information contained in any of the pages or materials provided. You are advised to check compatibility with your mobile phone manufacturer and network provider before using our services

Changes are periodically added to the information herein. We may make improvements or changes in this web site at any time. All the information displayed remains the sole copyright of ourselves and must not be reproduced or disclosed to any third parties without written permission from ourselves.

We cannot guarantee that messages sent by us will reach the required destination as this is out of our control.


All requests for this service will be charged at the current rates displayed on this website. These charges are non-refundable. We will not be held responsible for any unauthorised use of your telephone to access our services as this is out of our control.
 
Promotions of free services on this site or any other means of advertising related to free services by this site are subject to change without prior notice. We cannot guarantee that any services or promotions offered for free will be available to every applicant. Where demand is regarded as excessive we may close the offer. We reserve the right to cancel or withdraw any free services offered at our discretion. Any instructions required to be followed for free services must be done accurately or entries will be deemed to be void. No correspondence will be entered into regarding free services and our decision will be final.

We do not represent, warrant or endorse the quality or reliability of any goods or services, information about any goods or services, or other materials displayed, purchased or obtained by you as a result of your responding to any advertisement or any other information or offer accessed via this site, and any terms, conditions, warranties or representations associated with such dealings are solely between You and any Advertiser.

There may be occasions when you cannot access this site as you would wish. The site may be hosted on third party servers and therefore we cannot guarantee it's speed and availability at all times.


2 Conclusion of contract

2.1 Invitations to order.

Unless otherwise expressly indicated, no information presented in the Service or in connection with any products and services shall be deemed as a binding offer by Bayham Systems, but an invitation for you to order.

 
2.2 Contract for the Service.

The contract for the Service between you and Bayham Systems  shall be deemed concluded when Bayham Systems, upon your request (order), have provided you with access to the Service (such access may be based on a personal username and password generated for that purpose or on other data that Bayham Systems  deem sufficient for your identification).


2.3 Contracts for products and services purchased through the Service.

In respect of contracts for the products and services of Bayham Systems  and independent third parties which are made available through the Service, these shall be deemed concluded when Bayham Systems  or the third party have accepted your order for the same or has provided you with the product or service pursuant to your order.


2.4 Assignment.

You may not assign or otherwise transfer the contract or assign, transfer or sub-license any of your rights hereunder. Bayham Systems shall have the right to assign its rights and obligations under this contract and any receivables based on this contract to a third party of which notice in writing will be given to you provided such assignment is made under terms no less favourable to you than those in this TOS. After a notice concerning the transfer of receivables, payments shall be valid only when made to the new service provider.

 

3. Access to the Service


3.1 Equipment and Software.

In order to use the Service, you must have a mobile subscription or otherwise have access to the Service on the network in which Bayham Systems make the Services available ("Subscription"), and pay any service fees associated with such access. In addition, you must provide all equipment and software necessary to make such connection, including a mobile or other access device and ensure that they are in working order and suitable for use in connection with the Service. You are responsible for ensuring that that equipment and software do not disturb or interfere with Bayham SystemsÕ operations. Any equipment or software causing interference shall be immediately disconnected from the Service.


3.2 Registration and Registration Data.

Upon your request, Bayham Systems may register you as a user and provide you with access to the Service by allocating you a personal username and password. Bayham Systems may need to change usernames allocated to certain of its Services and reserves the right to do so. The same procedure may apply to products and services made available through the Service. You alone are responsible for maintaining the confidentiality of any possible password and account. In exchange for your use of the Service you agree to: (a) provide true, accurate and complete information about yourself (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Bayham Systems has reasonable grounds to suspect that the Registration Data is untrue, inaccurate or incomplete, Bayham Systems has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion of them). Prior to any such withdrawal Bayham Systems shall temporarily withdraw the Service and notify you of the grounds on which the Service has been withdrawn. If the position has not been rectified within 14 working days of the notice such withdrawal will be made permanent. Please note your obligations under clause 8.3 (Responsibility for Using the Service).


3.3  Access without registration.

Bayham Systems may provide you with access to Services without you registering as a user.  In that case, your identification is based on other means that Bayham Systems deems appropriate. Identification is typically based on other data such as your MSISDN number. You agree that such information may be collected and disclosed to Bayham Systems and used in accordance with section 4.1.

3.4   Delivery

Delivery of Product(s) purchased pursuant to these TOS will be made directly to your mobile phone. The details of the delivery process will be provided to you at the time of purchase. Delivery is conditional. In order for proper delivery, your mobile phone must be turned on, capable of receiving the Product(s). Delivery of the Product will occur within 24 hours of completion of the order (all premium rate messages delivered or confirmation of credit/debit card payment). Typically, delivery of the Product(s) occurs within a matter of seconds. If the Product(s) has not been successfully delivered, please notify us within 7 days. If you do not notify us within this period, we will presume that the Product(s) has been received. 

4. Processing of your information

 

4.1 Privacy.

Bayham Systems are committed to the privacy of their customers. You acknowledge that Bayham Systems collect and process Registration Data and information on your use of the Service including the personally identifiable information contained therein for the purposes detailed in its Privacy Policy and you consent to such practices. For Bayham SystemsÕ use of personally identifiable information, please refer to Bayham SystemsÕ Privacy Policy. As a global company, Bayham Systems and its affiliated companies increasingly process information beyond the borders of one country. You acknowledge and consent to your information being transferred outside of the EEA as described in Bayham SystemsÕ Privacy Policy.

5. Service Obligation


5.1 Reasonable efforts to maintain the Service.

Bayham Systems shall use reasonable efforts to keep the Service (or individual services supplied by Bayham Systems or third parties) available in accordance with the information that you have received about it at the date of this Agreement. Bayham Systems may suspend the Service for repair, maintenance, and/or upgrade work. In such a case, Bayham Systems shall aim at keeping the said interruption short and at causing as little inconvenience to you as reasonably possible.


5.2 Right to modify services.

Bayham Systems shall have the right to provide the Service as it deems best but will try to ensure that the Service is of no lesser standard than as at the date these TOS were entered into. Subject to your right to be reimbursed fees under clause 10.2 of these TOS, Bayham Systems reserves the right to modify or discontinue, temporarily or permanently, individual services provided by it or third parties via the Services, or the Services themselves. If a service is or the Services are to be permanently discontinued by Bayham Systems will notify you of this fact.


5.3 Service Upgrades.

If any upgrade in a service requires changes in your equipment or software, you must effect these changes at your own expense. Bayham Systems shall inform you of any such alterations in the Service in advance. Unless explicitly stated otherwise, any new or additional features, including the release of new services, shall be subject to the TOS.

 

5.4 General practices.

You acknowledge that Bayham Systems reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Bayham Systems reserves the right to change these general practices and limits at any time, at its sole discretion, without notice.

 

6. LIMITED WARRANTIES


6.1 No warranties other than those contained in the TOS are provided

The Products and Services included in or available through the Bayham SystemsÕ services may include inaccuracies or typographical errors. Changes are periodically made to the site and to the information therein. Bayham Systems and/or its authorized agents may make improvements and/or changes to the site at any time. Bayham Systems and its authorized agents make no representations about the suitability, reliability, availability, timeliness, lack of viruses or other harmful components and accuracy of the information, products, services and related graphics contained within the Bayham Systems site for any purpose. All such information, products, services and related graphics are provided "as is" without warranty of any kind. Bayham Systems and its authorized agents hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement. You specifically agree that Bayham Systems shall not be responsible for unauthorized access to or alteration of your transmissions of data and for any material or data sent or received or not sent or received. You specifically agree that Bayham Systems is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights.


6.2 SECURITY MEASURES

Bayham Systems shall use reasonable efforts to secure any information that you transmit or store through the service in order to prevent unauthorised access by third parties.  You acknowledge, however, that Bayham Systems are unable to exercise full control over the security of information passing over the network utilised by the services or via the Service, and Bayham Systems hereby exclude all liability of any kind for unauthorised access to information passing over the network or via the Service.

 

6.3 GENERAL WARRANTIES

(a) The services are internet and SMS message driven and Bayham Systems is not able to control efficiency of all networks in their entirety over which the services (and individual Bayham Systems or third party services) are supplied. Therefore, Bayham Systems assume no responsibility for any disruption to the services/individual Bayham Systems services provided that we will use all reasonable efforts to rectify any such disruption as soon as reasonably practicable. Further, Bayham Systems  make no representation or warranty and assume no responsibility for the delays in provision of the services/individual Bayham Systems services, distortion, non-delivery or failure to store any content, communications or personalised settings or the equipment used by you in relation to the services or individual Bayham Systems  services;

(b) when using the internet services you may find from time to time sites and addresses which you wish to visit have been disconnected or cannot be found. Bayham Systems are not responsible for maintaining any site or address other than our own and cannot guarantee the continued availability of any other person's site or address. Bayham Systems shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service or any part thereof not within our reasonable control;

(c) no non-fraudulent advice or information, whether oral or written, obtained by you from Bayham Systems or through or from the service shall create any warranty not expressly stated in the TOS save any terms expressed to be able to be varied in these TOS.



7. Limitation of Liability

7.1   Nothing in this agreement limits or excludes either Bayham Systems or your liability for personal injury or death caused by our or our employee's or your negligence, or any other liability which cannot be limited or excluded by applicable law.


7.2   Subject to clause 7.1, Bayham Systems shall not, in any circumstances, be liable under these TOS for any of the following loss or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise): (a) loss of business contracts; (b) loss of savings or anticipated savings; (c) loss of revenue or anticipated profits; (d) loss of goodwill; (e) loss of data; (f) loss of opportunity; (g) loss of reputation; (h) any indirect, incidental, special, consequential or exemplary damages or losses; or; (g) for any other unusual losses.


7.3   Subject to clause 7.2, Bayham SystemsÕ maximum liability under these TOS for losses directly resulting from a breach of these TOS or its negligence shall be limited in respect of any one event or a series of two or more connected events to £250. You shall not use the service in any case where damage or injury to person, property or business may occur if any error occurs. You expressly assume all risk for such use.


7.4   Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Bayham Systems may not, as a matter of applicable law, disclaim any liability or implied warranty, the scope and duration of such warranty shall be the minimum permitted under such applicable law.

 

 

8. Use of the Service

8.1 Responsibility for the use of the Service

You are fully responsible for all activities that occur under your password or account or through your Subscription. That responsibility includes, but is not limited to, the responsibility for any fees for the use of the Service or any products and services made available through the Service. You agree to: (a) immediately notify Bayham Systems in case you become aware of or suspect unauthorised use of your password or account or Subscription or any other breach of security,: and (b) ensure that you exit from your account at the end of each session. Bayham Systems cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 8.1.


8.2 Prohibited activities.

You may not hold more than one active account at any one time. You agree not to use the Service or services available via the Services to: a) upload, make available, send or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; b) harm minors in any way; c) impersonate any person or entity, including, but not limited to, a Bayham Systems  official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; d) upload, make available, send or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party or any Content that you do not have a right to transmit under applicable law or under contractual or fiduciary relationship (such as information disclosed as part of employment relationships or under nondisclosure agreements); e) upload, send or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail", "Spam", chain letters, pyramid schemes, or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; f) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or g) "stalk" or otherwise harass another. You agree not to: a) manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; b) intentionally or unintentionally violate any applicable local, national or international law; c) reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.


8.3 Bayham Systems right to disclose information.

You acknowledge and agree that Bayham Systems may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Bayham Systems, its users and the public.

8.4 Intellectual Property in the Services.

You acknowledge and agree that the Service, any software used in connection with the Service ("Software"), and usernames allocated to you contain proprietary and confidential information that is protected by applicable intellectual and industrial property and other laws and which belong to Bayham Systems or third parties. You will not acquire ownership of any worldwide intellectual property rights in Software or usernames by virtue of your use of the Services. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorised by Bayham Systems , you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You agree not to access the Service by any means other than through the interface that is provided by Bayham Systems for use in accessing the Service.  Bayham Systems hereby grants to you, the purchaser, a revocable personal, non-transferable license to use the purchased ringtone or graphic logo in accordance with these TOS, and for no other purpose provided that you keep intact all copyright and other proprietary notices. Any reproduction or redistribution of the Product(s) is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

8.5  Without Bayham SystemsÕ prior permission, you agree not to display or use in any manner, the trademarks, trade names or logos used in connection with the Service.


9. PAYMENTS


9.1 Tariffs

The tariffs and terms of payment are made available at the Bayham Systems website. You shall pay Bayham Systems for the Services and the use thereof in accordance with the price lists in force from time to time. The charges shall be invoiced on your mobile operator's bill (i.e. on the bill related to the use of the mobile subscription with which you have accessed the Service) or may be made via MasterCard, American Express or Visa and includes debit cards. Upon presentation of a ÒCardÓ the purchaser warrants that he/she is the cardholder or has the permission of the cardholder to use the cards and that the billing information provided is accurate. Bayham Systems will not issue refunds based upon inaccuracies represented by the purchaser. By approving the purchase of the product, you authorize Bayham Systems to charge the Card for the purchase. Bayham Systems may also invoice you for the charges of third parties whose products or services are available through the Service if this has been agreed upon with the said third party. Such charges shall be invoiced in accordance with the tariffs of such third parties.  Credits will expire 3 months from the date of purchase.

9.2 Price changes
Bayham Systems reserves the right to change the tariffs for the Service by posting details of such changes on its web site or in other publicity materials.  This may include both the purchase price for credits and the number of credits charged per delivery of a message to a particular country.

9.3 Overdue payments
Any overdue unpaid amount shall bear an interest of four per cent (4%) per annum or the highest interest allowed by applicable law, which ever is lower.

9.4. Potential fraud.

If Bayham Systems, at their sole discretion, have any reason to believe that the Service is being used in a fraudulent manner, Bayham Systems shall have the right to suspend access to the Service until Bayham Systems are satisfied that the use of the Service is in accordance with the TOS.



10. Termination


10.1 Termination of the Service

You agree that Bayham Systems, at its sole discretion, may terminate your use of the Service or individual services provided via the Services.  Each of Bayham Systems and you may terminate this contract by submitting a notice in accordance with clause 11.1. The termination shall be effective at the end of the calendar month following the month when you gave your notice of termination.


10.2 Credit for pre-paid charges on termination or discontinuance of services or Services

You shall be entitled to claim to be credited for pre-payments made for to the extent that such payments were for Services (or individual services provided via the Services) not supplied by Bayham Systems  following it terminating the Services (or individual services) for reasons other than for your breach of them. This right is conditional upon claims for such credits, and all reasonably requested details required by Bayham Systems to process such claims are provided by you to Bayham Systems within one month of the effective date of termination of these TOS. Bayham Systems shall have no duty to credit such sums if the Service (or individual services provided via the Services) is replaced by a materially similar service.


10.3 Suspension of the Services

Bayham Systems may suspend all or any of the Services (or individual services provided via the Services), for lack of use, or if Bayham Systems believes that you have violated or acted inconsistently with TOS.


10.4 Deletion of account information on termination

You agree that on any termination of your access to the Service under any provision of this TOS Bayham Systems may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Bayham Systems shall not be liable to you or any third party for any termination of your access to the Service.

 

 

11. Other terms and conditions

11.1 Notices

You shall send any notices related to this contract to Bayham Systems Ltd, Customer Care Department, 1 Farnham Road, Guildford, Surrey GU2 4RG. Bayham Systems shall serve notices related to this contract by posting them on the Bayham Systems website or by sending them to the address or e-mail address you have given to Bayham Systems  pursuant to section 3.2, or as a text message to your mobile Subscription number. Notices sent by mail shall be deemed received seven days after they were sent. Notices posted on the Bayham Systems website or sent by e-mail or as a text message shall be deemed received on the weekday following the day when they were posted or sent.

 

11.2 Changes to TOS

Bayham Systems reserves the right to change these terms and conditions from time to time. Changes shall be notified to you by posting on the Bayham Systems website or by sending you a notice pursuant to section 11.1 thereof. Changes in this manner shall be deemed to have been accepted if you continue to use the Service after a period of two weeks from the date of posting on the Bayham Systems website or from the notice.


11.3 Reasonable Control

Bayham Systems will not be responsible for non-compliance with the terms of these TOS where such non-compliance results from matters beyond Bayham SystemsÕ reasonable control.

 

12. General information


The TOS and the relationship between you Bayham Systems shall be governed by the laws of England and Wales without regard to its conflict of law provisions. The failure of Bayham Systems to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision or part of a provision of the TOS is found by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of the provision will be enforced so as to effect the intention of the parties, and the other provisions of the TOS remain in full force and effect. Bayham Systems Ltd is a company registered in England and Wales under number 4837410 whose registered office is at Tempus Court, Onslow Street, Guildford,  GU1 4SS, UK. VAT number [813249738].