SMS Solutions SID - SMS Messaging Agreement
Last updated: March 2026
This is an Agreement for the provision of bulk SMS services by SMS Solutions SID (further details in respect of which are set out in Clause 6.7 and Schedule 2) (the "Services") to the Client for a continuous period (unless terminated in accordance with the terms of this Agreement).
The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
In the event that (i) either Party is required to enter into the Standard Contractual Clauses in accordance with Clause 11.2 in Schedule 1, and (ii) there is any conflict or ambiguity between any provision contained in this Agreement (including Schedule 1) and any provision contained in such Standard Contractual Clauses, the Standard Contractual Clauses shall take precedence.
1.1 Nothing in this Agreement is intended to effect an assignment by or to either Party of any intellectual property rights whether registered or unregistered or any applications for registration of such rights.
1.2 Nothing in this Agreement shall entitle one Party to use a logo or trademark or any intellectual property of the other Party, except as specifically set forth herein or with the prior express, written consent of SMS Solutions SID.
1.3 Client agrees that all intellectual property rights in the SMS Solutions SID Services shall remain with SMS Solutions SID and its licensors and except as expressly provided in this Agreement, no rights or licenses, express or implied, are hereby granted to Client in respect of the same; and in the case of Client, SMS Solutions SID agrees that all intellectual property rights in the Client Elements (as defined in Clause 3.1) shall remain with the Client and its licensors and except as expressly provided in this Agreement no rights or licenses, express or implied, are hereby granted to SMS Solutions SID in respect of the same.
All Confidential Information disclosed by either Party to the other Party, during the term of the Agreement and for a period of three (3) years thereafter, shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement, shall be maintained in confidence by the receiving Party and shall not otherwise be disclosed by the receiving Party to any other person, firm or agency, governmental or private, without the prior written consent of the disclosing Party.
The obligation of confidentiality and non-disclosure shall not apply to such portion of the Confidential Information which:
"Confidential Information" means information which the disclosing Party desires to protect against unrestricted disclosure or competitive use by the receiving Party and which is clearly identified as confidential to the receiving Party. Confidential Information includes, but is not limited to, information concerning business methods and rates, business plans, client information and information concerning the technology and know-how of a Party. Confidential Information may include proprietary or confidential information of third parties that have granted licenses to the disclosing Party.
Client represents and warrants and undertakes that:
SMS Solutions SID warrants and undertakes that:
Client's sole remedy and SMS Solutions SID's sole liability for breach by SMS Solutions SID of the foregoing warranties shall be as set forth in Section 4 below.
4.1 Indemnification: Each Party shall defend the other Party from and against all third party claims, suits and proceedings brought against the other Party, and will pay all final judgments awarded or settlements entered into on such claims, to the extent such claim arises from a breach of its warranties and undertakings set forth in Clause 3 of this Agreement.
4.2 Indemnification Procedure: As a condition of each Party's obligations under this Section, the Party to be indemnified hereunder agrees to (a) promptly notify the indemnifying Party in writing of any indemnifiable claim, and all threats, claims and proceedings related thereto, (b) give the indemnifying Party the opportunity to defend or negotiate a settlement of any such claim at its expense, except that the indemnifying Party shall not enter into any settlement that imposes any executory obligation on the indemnified Party (beyond the payment of money in settlement of the claim) and does not unconditionally release the indemnified Party without the indemnified Party's prior written approval, and (c) co-operate fully with the indemnifying Party in defending or settling such claim at the indemnifying Party's expense. Each Party reserves the right, at its own expense, to participate in the defence of any claim subject to indemnification hereunder.
Nothing in this Agreement excludes or limits the liability of either Party (i) for death or personal injury caused by either Party's negligence or fraudulent misrepresentation, or (ii) in respect of the indemnity in Clause 14.1 of Schedule 1.
SMS Solutions SID shall not be held responsible for messages sent through the portal by Client or Client User's. This includes but is not limited to messages via SMS Solutions SID which are:
Client shall be responsible for keeping account and connection credentials secure and private, for choosing passwords of strong enough complexity, and for implementing IP address based access controls where applicable. SMS Solutions SID shall not be liable for any indirect, incidental, special or consequential damages arising from any intrusion of Client's online customer account or the unauthorized use of Client's credentials, including (without limitation) loss of profits, loss of revenue, or interrupted communications. Client acknowledges that messages will be transmitted over the SMS Solutions SID platform in an unencrypted format. SMS Solutions SID may disclose any messages transmitted over the SMS Solutions SID platform to the extent permitted by law to protect SMS Solutions SID's rights or property, including (without limitation) to protect the operation of the SMS Solutions SID platform, or to comply with the law or regulatory enquiries or requirements.
To the extent that SMS Solutions SID Processes (as defined in Schedule 1) any Personal Data (as defined in Schedule 1) on behalf of the Client in the course of providing the Services, the provisions set out in Schedule 1 shall apply to such Processing.
Client shall not poll for incoming delivery reports or incoming messages more frequently than once every 10 seconds, unless the response of the previous poll contains the maximum 100 delivery reports or incoming messages. To protect data in transit HTTPS is required.
Where applicable to do so, Client acknowledges that correct source address Type Of Number (TON) and Number Plan Indicator (NPI) settings, and correct source and destination address formatting, according to GSM specification, must be set for each message submitted to SMS Solutions SID. Client acknowledges that failure to correctly set such settings and formatting may result in message delivery failure or the incorrect representation of the source address when it is displayed on the receiving device. SMS Solutions SID shall not be responsible for checking or modifying above-mentioned settings or formatting.
Upon request of Client, SMS Solutions SID may at its sole discretion assign "Streaming Person to Person" routing to a specific Client service username. Client acknowledges the following in consideration with all messages submitted to SMS Solutions SID via such a service username.
Personal accounts automatically utilise "Streaming Person to Person" routing on all configured service usernames. If Client account is a Personal account, Client agrees to all points in section 6.5 of this Agreement.
An "Abuse of Services" section in Client's online customer account shall describe the only acceptable uses of each Services by Client. Where the Services are accompanied by documentation or a specification, Client agrees that use of the Services shall be restricted to the confines of that documentation or specification. Where the Services are accompanied by software, either provided by download to Client to operate locally or hosted online by SMS Solutions SID, Client agrees that use of the Services shall be restricted to the confines of the provided software only and that it shall not modify or circumvent, or seek to modify or circumvent, or reverse engineer the provided software in any way. Only SMS Solutions SID shall define what constitutes the abuse of the Services, and shall notify Client if it believes abuse of the Services is taking, or has taken, place. Abused Services shall be deactivated until Client resolves the incident to the satisfaction of SMS Solutions SID.
Client shall pay SMS Solutions SID at the applicable rate (without limitation): a) Our charges for all submitted messages using any delivery method irrespective of message delivery status, b) Our charges for any submitted HLR Lookup queries, c) Any applicable payment processor transaction fees, and d) Any applicable Value Added Tax. Standard payment terms for a post-paid account are 30 days from date of invoice.
All charges are payable in advance and the Client cannot use the Services until Client's payment has been received unless through other agreement with SMS Solutions SID. Client shall pay SMS Solutions SID through Paypal by credit or debit card online only.
In the case of payment by bank transfer, payment shall be deemed to have been received as soon as SMS Solutions SID has confirmed that the correct amount has been deposited in the agreed currency to the agreed SMS Solutions SID bank account. In the case of payment through Paypal, card payments are deemed to be received after any applicable authorization and funds capture is successful, and SMS Solutions SID has accepted the transaction. Client must allow reasonable time for payments to be received and any anti-fraud checks to be carried out.
Any notifications of payment authorisation received by Client from payment providers including (without limitation) Paypal, shall not indicate a received payment. Acceptance of a Client transaction is at the sole discretion of SMS Solutions SID.
Client shall pay any applicable transaction or currency exchange fees levied by the Client's bank, Client's payment partner, or any intermediate banks or financial institutions that are incurred when making a payment to SMS Solutions SID.
SMS Solutions SID reserves the right to charge processing fees on payments that are made via payment providers. Client shall be notified of any processing fees during the payment process and shall be asked to confirm the total amount to be charged before any payment is submitted. Once a payment has been submitted to a payment provider, Client should be notified of the total amount to be authorised by email, from the payment provider. Note that this authorization email is outside of the control of SMS Solutions SID and therefore SMS Solutions SID cannot guarantee its delivery to Client. Only the total payment amount prior to any processing fees or applicable taxes shall be credited to Client's balance with SMS Solutions SID. Processing fees shall not appear as an item or as part of the total or sub-total in any invoice or balance sheet produced by SMS Solutions SID. The invoice is available for download from the SMS account.
Payment by bank transfer must be initiated by the creation of an invoice. An invoice may be created by SMS Solutions SID or Client and in both cases, it must be paid within 30 (thirty) days of date of the invoice, unless otherwise agreed. Failure to pay any amount when due shall constitute a breach of these terms. If the terms are breached due to nonpayment it is at the discretion of SMS Solutions SID to suspend the SMS account without prior notice. The Client account number or name shall be included as the payment reference when payment is made. It is the responsibility of the Client to pay to the correct bank account, matching the agreed currency.
If payment is made by debit or credit card and SMS Solutions SID does not receive funds from the card issuer or payment provider, Client is responsible for paying all amounts due to SMS Solutions SID, on demand. Client should refer to agreement with Client's credit card issuer to view rights and obligations as a cardholder. If the Client has opted for a direct debit payment facility and the payment is rejected, the Client is responsible for paying all amounts due to SMS Solutions SID, on demand and the SMS account may be suspended without prior notice. It is at the discretion of SMS Solutions SID to charge for any additional administrative and banking costs incurred due to the failure and subsequent collection of the direct debit payment.
At the discretion of SMS Solutions SID, free trial periods or testing credit may be issued for which no charges shall apply. Such free trial periods and any testing credit is intended for Client to test the capabilities of the Services. During such periods, all the terms in this Agreement apply.
Payments received from Client shall be deposited as a Credits balance on Clients SMS account. Every service on an account shall deduct charges from the same balance.
Client shall not be entitled to earn interest on any currency balance held with SMS Solutions SID.
Client shall use deposited Credits within 365 days from the date that payment was received by SMS Solutions SID. SMS Solutions SID may extend this period on a case-by-case basis at its sole discretion.
SMS Solutions SID charges for each submitted message consisting of up to 140 bytes of payload data, after any applicable GSM encoding has been performed. Messages containing more than 140 bytes of payload data, after any applicable GSM encoding, shall be automatically split and concatenated by SMS Solutions SID, and each resulting part shall be charged for as a separate message. SMS Solutions SID charges variable message rates based on the destination network that a message is sent to. Destination network shall be determined by the destination number prefix as recorded by the national numbering plan for said destination country, regardless of the current network that the number may be subscribed to. Message charges shall be deducted from Client's credit balance immediately upon message submission.
From time to time SMS Solutions SID shall issue changes to Client's message pricing and coverage, where changes can include: a) the addition of destination networks, b) the removal of destination networks, or c) the modification of price of destination networks. Such changes shall be communicated via email to Client's billing contact(s), or primary contact(s) if no billing contact(s) is/are available, and shall be effective within 30 days of notice. Pricing and coverage changes shall be considered as communicated to Client at the time the email is recorded as sent by SMS Solutions SID. SMS Solutions SID shall not be liable for any indirect, incidental, special or consequential damages arising from pricing and coverage changes, including (without limitation) loss of profits, revenue, or interrupted communications, even if Client has not received the pricing and coverage changes communication.
There is no automated credit limit on this account.
SMS Solutions SID shall clearly state the payment terms on all invoices issued to Client. Where the payment term is "Immediate", the invoice shall be considered overdue if payment has not been received by SMS Solutions SID within 7 days.
SMS Solutions SID shall record the number of messages successfully submitted by Client each day from 00:00:00 up until and including 23:59:59 Irish time (GMT + 0 or GMT + 1 when observing BST), along with the associated destination country, destination network, and charged price. Statistics for the previous day shall be verified automatically each night to ensure a) that each submitted message has been assigned a unique identification number, and b) that each submitted message has been successfully assigned to an outgoing connection for onward delivery. Client shall not be charged for any message that does not satisfy both of the above-mentioned criteria. Long messages (exceeding 140 bytes after GSM encoding, if necessary) that are automatically split and concatenated by SMS Solutions SID shall be recorded as a single message where the charge reflects the sum of the charges for each resulting message part, in order to bring to the attention of Client that long messages have been submitted to SMS Solutions SID.
In the event of an imbalance between message statistics recorded by Client and messages statistics recorded by SMS Solutions SID, Client shall notify SMS Solutions SID within 7 days of the date that the imbalance refers to. SMS Solutions SID shall investigate each reported imbalance and shall notify Client within 7 days of receiving the notification from Client, as to whether an adjustment to Client's currency balance is necessary. SMS Solutions SID reserves the right to decline to investigate a message statistics imbalance reported after 7 days of the date that the imbalance refers to.
This Agreement shall be in place on a rolling 12 month basis. Client may cancel the Services and close its account with 30 days' notice at its discretion and incur no penalties. The Agreement may be terminated by either Party in the event that the other Party has breached any material obligation under this Agreement (unless that breach arises from any of the special circumstances set out in Section 9.6 of this Agreement), and such breach is not remedied within sixty (60) days for non-monetary breaches or within five (5) days for monetary breaches of the breaching Party's receipt of the non-breaching Party's written notice specifying the breach in reasonable detail and demanding its cure. Except as explicitly set forth elsewhere in this Agreement, the foregoing rights of termination shall be in addition to and not in lieu of any other legal or equitable remedies that the terminating Party may have.
Return of Confidential Information. Within thirty (30) days following any expiration or termination of the Agreement, each Party shall return the Confidential Information of the other Party and shall delete all copies of such Confidential Information from any computer storage; provided that neither Party will be required to delete copies of Confidential Information that are included within a backup or archival copy of such Party's computer systems made in the ordinary course of business.
8.2.2 Survival. The provisions of the Sections of the Agreement entitled Ownership and Licensing, Confidential Information, Warranties and Undertakings, Indemnification, Limitation of Liability, Effect of Termination and Miscellaneous, Schedule 1 (to the extent that such provisions are capable of applying post-termination of the Agreement) as well as any accrued payment obligations under Section 7 (Billing), shall survive any termination or expiration of this Agreement.
Notwithstanding any provision hereof, for all purposes of the Agreement each Party shall be and act as an independent contractor and not as an employee, employer, partner, joint venture or agent of the other and shall not bind nor attempt to bind the other to any contract, liability or obligation of any kind.
Both Parties agree that, during the term of this Agreement and for two (2) years after its termination, they will not directly or indirectly employ or offer employment to any person who was employed by the other Party unless such person shall have ceased to be employed by the respective Party for at least six (6) months.
Neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement upon notice to the other Party in connection with a merger, reorganisation, consolidation, re-incorporation, or sale of all or substantially all assets or all the capital stock of the Party. This Agreement shall be binding upon and inure to the benefit of any successors and assigns.
Any amendments or modification of any provision hereof must be in writing, dated, and communicated to both Parties.
Any communication, consent or notice required or permitted by the Agreement to be given to the other Party shall be in writing and shall be deemed given upon (a) 72 hours from the date of posting in the case of pre-paid recorded delivery or registered post (b) delivery by a nationally recognised express delivery service (or by an internationally recognised express delivery service in the case of an address for service outside of the United Kingdom or (c) receiving an email to an email address registered on Client's online customer account from an SMS Solutions SID email address.
Neither Party will be liable for any failure to fulfil its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, shortages of materials, telecommunications failures (including any systemic Internet failures and any interruptions in services of Internet or mobile service providers or operators), transportation delays, earthquakes, fires, floods, labour disturbances, riots or wars.
No failure by either Party to insist upon the strict performance of any covenant, duty, agreement or condition hereof or to exercise any right or remedy consequent upon a breach hereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.
Each Party irrevocably agrees to submit to the law and non-exclusive jurisdiction of the courts of the Irish Republic over any claim or matter arising under or in connection with the Agreement or the legal relationships established by the Agreement.
If any provision hereof should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the Parties as nearly as may be possible and (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.
Client shall comply with all relevant import and export laws, rules and regulations affecting the SMS Solutions SID Services or any portion of the SMS Solutions SID Services including, without limitation those applied by the Republic of Ireland. Regardless of any disclosure made by Client to SMS Solutions SID of the destination of the SMS Solutions SID Services, Client will not export or re-export, directly or indirectly, the SMS Solutions SID Services without first obtaining all written consents or authorisations which may be required by any such laws, rules or regulations.
All SMS Solutions SID Services feature complementary technical support and customer care (9am to 5pm). If Client has a question or issue that cannot be answered or resolved via the extensive Support Area, Client can submit a ticket to SMS Solutions SID's support desk to request further assistance. To qualify for support, Client shall submit the request via the Support section in the SMS Solutions SID online customer account. Client shall provide a detailed account of the request, including full destination mobile numbers in International format where appropriate, in order to facilitate the efficient handling of the request by SMS Solutions SID.
Responses shall be provided to Client only via the email address provided by Client at the time of submitting the ticket. Client may follow-up emailed responses made by SMS Solutions SID by replying to them, providing the reply directly relates to the primary issue reported in the original ticket. SMS Solutions SID shall deny the provision of assistance via this system, which may include the blocking of Client email addresses from it, if Client is disrupting the support system by using an email address featuring an auto-response mechanism and/or stripping out or changing the subject of an email follow-up, therefore orphaning the follow-up from the related ticket.
1.1 The following definitions and rules of interpretation apply in this Schedule.
2.1 We shall not act on any specific instructions given by You from time to time during the Term in respect of Processing unless they are:
2.3 We shall Process Your Data for the Business Purpose only and in compliance with Your instructions from time to time, which may be:
2.4 The types of Personal Data to be Processed pursuant to this Agreement shall include (but shall not be limited to) Personal Data uploaded by You or Users to Your System, and may be any information, data or materials provided or utilized by You or Users on Your System, including, without limitation, User credentials, names, phone numbers, email addresses, postal addresses, dates of birth and any other Personal Data contained on Your System; and the categories of Data Subject to whom such Personal Data relates shall include You (if you are an individual) and Users.
2.5 The Parties shall use reasonable efforts to establish connectivity between Our System and Your System. Each Party shall bear its own costs of establishing that connectivity. You shall promptly after the date of this Agreement transfer the Your Data from Your System to Our System for Processing in accordance with this Agreement. Your Data may also be accessed by Us through the following: Website, API or Management Portal via excel uploads, CRM Lists, regular lists, Data Capture exports, integration with Your System (CRM Data), SMPP.
2.6 For the purpose of regular and systematic communications with Data Subjects, You shall transfer Your Data on a regular basis, either as an ad-hoc procedure at any moment in time, or by regular (daily, weekly, monthly) file uploads, API calls or other automated procedures. You shall make available both normal and secure channels for the purpose of the transfer of Your Data by You. It is entirely dependent on the communication channel Your System is able to communicate with. To secure data in transit Your System shall use a secure channel for the transfer of Your Data, either HTTPS, Secure FTP (SFTP) or similar secure transmission protocol.
3.1 We shall:
3.2 We shall notify You in writing without delay of any situation or envisaged development that shall in any way change the ability of Us to Process Your Data as set out in this Agreement.
3.3 We shall, at Your cost and taking into account the nature of Our Processing of Personal Data, promptly comply with any written request from You requiring Us to amend, transfer or Delete any of Your Data. In the event of a request to Delete Your Data, We shall be entitled to keep one archived copy of Your Data for the period within which You may potentially make any claim against Us in respect of this Agreement or the Services or for the period for which we are legally required to retain such Personal Data, plus one additional year.
3.4 At Your request and cost, We shall provide to You a copy of all Your Data held by Us in a commonly used format.
3.5 At Your request and cost, taking into account the nature of Our Processing of the Personal Data and the information available, We shall provide to You such information and such assistance as You may reasonably require, and within the timescales reasonably specified by You, to allow You to comply with Your obligations under Data Protection Legislation, including but not limited to assisting You to:
3.6 Any proposal by Us to in any way use or make available Your Data other than as provided for pursuant to this Agreement shall be subject to prior written approval of You.
3.7 You acknowledge that We are under no duty to investigate the completeness, accuracy or sufficiency of (i) any instructions received from You, or (ii) any of Your Data.
3.8 You shall:
3.9 Your Data passed to Us for Processing shall not be kept by You for a period that is longer than necessary.
4.1 We shall take reasonable steps to ensure the reliability of all Our employees who have access to Your Data, and to ensure that such employees have committed themselves to a binding duty of confidentiality in respect of Your Data.
5.1 We shall keep at Our normal place of business records (including in electronic form) relating to all categories of Processing activities carried out on behalf of You, containing:
6.1 Subject to Clauses 6.2, 6.3 and 6.5 of this Schedule, and to the extent required by Data Protection Legislation, You shall have the right to examine and review the use by Us of Your Data provided to Us by You only for the purpose of ascertaining that Your Data has been used and Processed in accordance with the terms of this Agreement.
6.2 An audit under this Clause 6 shall be carried out no more than once in any twelve (12) month period and shall be conducted during Normal Business Hours during the course of one Business Day and shall only relate to the Personal Data. You shall bear the reasonable expenses incurred by Us in respect of any such audit and any such audit shall not interfere with the normal and efficient operation of Our business. We may require, as a condition of granting such access, that You (and representatives of You) enter into reasonable confidentiality undertakings with Us.
6.3 The scope of any examination and review by You of the use by Us of the Personal Data shall be agreed in writing prior to the commencement of any such examination and review.
6.4 In the event that the audit process determines that We are materially non-compliant with our obligations under this Section, You may, by notice in writing, deny further access to Your Data.
6.5 To the extent permitted under Data Protection Legislation, We may demonstrate Our and, if applicable Our Sub-processors', compliance with Our obligations under this Schedule through Our compliance with a certification scheme or code of conduct approved under Data Protection Legislation.
7.1 Taking into account the nature of Our Processing of the Personal Data and at Your cost, We shall assist You by employing Appropriate Technical and Organisational Measures, insofar as this is possible, in respect of the fulfilment of Your obligations to respond to requests from a Data Subject exercising his/her rights under Data Protection Legislation.
7.2 We shall, at Your cost, notify You as soon as reasonably practicable if We receive:
7.3 We shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of You, or as required by law in which case We shall to the extent permitted by law inform You of that legal requirement before We disclose the Personal Data to any Data Subject or third party.
7.4 We shall not respond to any request from a Data Subject except on the documented instructions of You or an Authorised Person or as required by law, in which case We shall to the extent permitted by law inform You of that legal requirement before We respond to the request.
8.1 We shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide You with the contact details of such Data Protection Officer.
8.2 You shall appoint a Data Protection Officer, if required to do so pursuant to Data Protection Legislation, and provide Us with the contact details of such Data Protection Officer.
9.1 We shall, in accordance with Our requirements under Data Protection Legislation, implement Appropriate Technical and Organisational Measures to safeguard Your Data from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage, and that, having regard to the state of technological development and the cost of implementing any measures (and the nature, scope, context and purposes of Processing, as well as the risk to Data Subjects), such measures shall be proportionate and reasonable to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful Processing or accidental loss, alteration, disclosure, destruction or damage and to the nature of the Personal Data to be protected.
9.2 We shall ensure that Your Data provided by You can only be accessed by persons and systems that are authorised by Us and necessary to meet the Business Purpose, and that all equipment used by Us for the Processing of Your Data shall be maintained by Us in a physically secure environment.
9.3 You shall make a back-up copy of Your Data as often as is reasonably necessary and record the copy on media from which Your Data can be reloaded in the event of any corruption or loss of Your Data.
10.1 We shall promptly inform You if any of Your Data is lost or destroyed or becomes damaged, corrupted, or unusable, or if there is any accidental, unauthorised or unlawful disclosure of or access to any of Your Data. In such case, We will use Our reasonable endeavours to restore Your Data at Your expense (save where the incident was caused by Our wilful or negligent act or omission, in which case it will be at Our expense), and will comply with all of Our obligations under Data Protection Legislation in this regard.
10.2 We must inform You of any Personal Data Breaches, or any complaint, notice or communication in relation to a Personal Data Breach, without undue delay. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your expense (save where the Personal Data Breach was caused by Our wilful or negligent act or omission, in which case it will be at Our expense), We will provide sufficient information and assist You in ensuring compliance with Your obligations in relation to notification of Personal Data Breaches (including the obligation to notify Personal Data Breaches to the ODPC within seventy two (72) hours), and communication of Personal Data Breaches to Data Subjects where the breach is likely to result in a high risk to the rights of such Data Subjects. Taking into account the nature of Our Processing of the Personal Data and the information available to Us and at Your expense (save where the Personal Data Breach was caused by Our wilful or negligent act or omission, in which case it will be at Our expense), We shall co-operate with You and take such reasonable commercial steps as are directed by You to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
10.3 In the event of a Personal Data Breach or any data breach involving the Services, You shall not make any announcement to the media in respect of such breach without first consulting with Us.
11.1 A Restricted Transfer may not be made by Us (other than transfers to our affiliates and any agents and contractors for the purposes of performing the Services, and You shall endeavour to obtain explicit consent from relevant Data Subjects in respect of such potential transfers) without the prior written consent of You (such consent not to be unreasonably withheld, delayed or conditioned), and if such consent has been obtained (or is unnecessary), such Restricted Transfer may only be made where there are Appropriate Technical and Organisational Measures in place with regard to the rights of Data Subjects (including but not limited to the Standard Contractual Clauses, Privacy Shield, binding corporate rules, or any other model clauses or transfer mechanism approved by the ODPC).
11.2 Subject to Clause 11.3, in the event of any Restricted Transfer by Us to a contracted Sub-processor, to any affiliate of You or otherwise ("Data Importer") for which your consent has been obtained (or is unnecessary), We and You shall procure that (i) You (where the Restricted Transfer is being made at the request of You) or Us acting as agent for and on behalf of You (where the Restricted Transfer is being made at the request of Us), and (ii) the Data Importer, shall enter into the Standard Contractual Clauses in respect of such Restricted Transfer.
11.3 Clauses 11.1 or 11.2 shall not apply to a Restricted Transfer if other compliance steps (which may include, but shall not be limited to, obtaining explicit consents from Data Subjects) have been taken to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Legislation.
12.1 You agree and acknowledge that We may have the Personal Data Processed by any of Our affiliates and by any agents and contractors for the purposes of providing the Services (a "Sub-processor"). We shall inform You, upon request by You, of any reasonably requested details in relation to our Sub-processors, thereby giving You the opportunity to object to such arrangements.
12.2 We must enter into a data processing contract with the Sub-processor which places the same data protection obligations on the Sub-processor as We have in this Agreement (in particular, providing sufficient guarantees to implement Appropriate Technical and Organisational Measures in such a manner that the Processing will meet the requirements of Data Protection Legislation).
12.3 With respect to each Sub-processor, We shall, before the Sub-processor first Processes Your Data, ensure that the Sub-processor is capable of providing the level of protection for Your Data required by this Agreement.
12.4 We will remain fully liable to You in respect of any failure by the Sub-processor to fulfil its data protection obligations in this regard.
13.1 We warrant and undertake to You that:
13.2 You hereby warrant and undertake to Us that:
14.1 You (the "Indemnifying Party") agree to indemnify and keep indemnified and defend at Your own expense Us (the "Indemnified Party") against all costs, claims, damages or expenses incurred by the Indemnified Party or for which the Indemnified Party may become liable due to any failure by the Indemnifying Party or its employees or agents to comply with any of its obligations under this Schedule and/or under Data Protection Legislation and/or any breach of any warranty given by the Indemnifying Party in this Schedule.
14.2 If any third party makes a claim against the Indemnified Party, or notifies an intention to make a claim against the Indemnified Party, the conduct of claims provisions set out in Clause 14.2 of the Agreement shall apply.
15.1 Unless required to do so by the ODPC or any other competent supervisory authority, We shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the Processing of Your Data, without the prior written agreement of You.
15.2 You acknowledge and agree that We are reliant on You for direction as to the extent to which We are entitled to use and process Your Data. Consequently, We will not be liable for any claim brought by a Data Subject arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions and/or the transactions contemplated by this Agreement.
16.1 Upon termination or expiry of the Agreement, subject to Clause 3.3 of this Schedule, at the choice of You, We shall Delete or return all Your Data to You and Delete existing copies of Your Data, unless legally required to store Your Data for a period of time. If You make no such election within a ten (10) day period of termination or expiry of this Agreement, We may Delete any of Your Data in our possession; and
16.2 if You elect for destruction rather than return of Your Data, We shall as soon as reasonably practicable ensure that all Your Data is Deleted from Our System, unless legally required or entitled to store Your Data for a period of time or for the purposes of keeping an archived copy in accordance with Clause 3.3 of this Schedule.
We shall provide the SMS Solutions SID SMS solution to the Client such that:
Our processing activities under this Agreement include the following:
The Services provided by Us are running on servers located at a datacentre in Dublin and in the UK. Customer support and account management is provided by Us from our premises at SMS Solutions SID, Unit W10G, Ladytown Business Park, Naas, Co. Kildare.