Payrope SMS Platform Client Terms of Use

This is an agreement between you the USER or CLIENT and PAYROPE LIMITED (PAYROPE).

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Free Services

The Payrope SMS Platform allows you to use its Fundraising, Competition & Promotion features to raise revenue from Mobile Network Subscribers for free.

Bulk SMS System

This system allows you to compose and send notification texts to various contact lists you set up in your account. A subscription fee or a once off setup fee may apply depending on the market, and Bulk SMSs have to be bought and uploaded into your account for you to send out text notifications. These may be charged at market rates, which will differ from one market to the next and also between Mobile Network Operators.

SMS Digital Download Service

This service allows you to upload a digital file onto our SERVERS which can be supplied to a subscriber as an encrypted link in a response SMS to the subscriber. Depending on the Size/Type of file you may be required to pay a small fee for server space and for setting up a keyword using this unique application.

Usage of the Payrope SMS Platform

By signing up to the Payrope SMS Platform you are agreeing to be a CLIENT or USER on the Platform and will conform to all the Terms that follow;

You shall not use the Payrope SMS Platform in any way that violates the rights of other users or the general public.
You agree that you will not use the Payrope SMS Platform to facilitate fraud or illegal activities.
You are solely responsible for the activities that take place through your User Account and have the obligation to safeguard access and usage of your account.
You shall use the Platform in all the ways that adhere to the Payrope SMS Platform Client Terms of use in their entirety.

Keywords

What is an SMS Keyword? An SMS Keyword is a word that a Mobile Network subscriber sends to a Shortcode in order to solicit information or a service e.g. SMS “INSURE” to 54545 and an agent will call you (where the word “INSURE” is the SMS Keyword Subscribers send for that call back service).

Keywords may be created as you see fit, provided that they do not promote hate speech or violate the rights and freedoms of others.
Keywords should be user friendly. They should not be long, and cannot be entire sentences e.g. SMS “I went to the market to buy a pair of shoes.”
Keywords can be a composite of more than one word e.g. SMS “Live Free”, and can be separated or accompanied by characters or widely available symbols e.g. #LiveFree, or Live-Free etc.
Keywords are not case sensitive, meaning that to the Payrope SMS System LiveFree, livefree and LIVEFREE are recognized as the same word.
It is recommended that all Keywords should be communicated to the public in capital letters to avoid them being misread or misspelled e.g. #LIVEFREE.
Keywords should be easy to remember and clearly spelled, as a misspelled keyword may trigger a different service for the subscriber (e.g. Cars and Cards …etc.) or result in a wasted SMS with no response from the service at all (The Payrope SMS Platform has a no refund policy).
You cannot create Keywords using the names of other people or brands you do not have the rights to use.
Payrope reserves the right to deactivate your Keyword or campaign, and carry out an appropriate penalty should you be found in violation of the rights of another brand or individual.
Keywords expire after you have used them for the specified amount of time stated by your campaign. You have the responsibility to secure and renew the Keyword once it expires if you wish to retain it.
Keywords must be tested before going Live, to ensure that the correct message is being sent to Subscribers and that all links to content are working properly. Payrope will not be held responsible if the wrong content or messages are linked to a Keyword or service. A test button is provided next to each Keyword in your User Account dashboard for this purpose.
You are responsible for ensuring that the correct Shortcode and SMS charge is linked to your Keyword before going live. This should be double checked on your Keyword’s profile.
Changes cannot be done to messages, content links and descriptions of a Keyword or service whilst it is live on a Shortcode. In order to edit or make changes to features of a Keyword response, you will have to deactivate the Keyword.
Because SMSs sent to the Shortcode (even for an inactive service) carry a charge, any plans to deactivate a Keyword must be communicated with the public accessing your service ahead of time, with a clear time and date of when the deactivation will occur and for how long it will be in effect e.g. several hours, a few minutes, indefinitely etc. Failure to comply with this protocol could result in penalties that may include a fine, your Keyword being permanently blocked or your account being deactivated.
Deactivations of a Keyword in order to make changes to the features of the Keyword’s response should be ideally done during hours with the least amount of traffic to your service. In order to minimize disruption and inconveniences to Subscribers. Any unavoidable modifications that need to be carried out during peak traffic times must be well prepared for before deactivation is done, so as to ensure they are effected speedily and the Keyword is back on air in a matter of minutes. Failure to comply with this protocol could result in penalties which may include a fine, your Keyword being permanently blocked or your account being deactivated.

Copyrights

It is assumed that you have full rights and authorization to share any content or information being supplied by you to Subscribers through your account Keywords. It is assumed that the dissemination of any such content from you is not in violation of any laws or any copyrights a third party may hold over the content you are disseminating. Any such violation could result in a fine, your Keyword being permanently blocked, your account being deactivated and/or legal action being taken by the third party whose rights you have violated.

Competitions

For all competitions being carried out on the system it is assumed that;

You have the rights or have obtained the rights to carry out such a competition.
That your competitions and activities are not in contravention of Government Regulations and Gaming Laws.
That you have alerted the correct authorities for oversite and/or certification of results.
That draws and results will be conducted and announced as per regulatory requirements.
That no exaggeration or false advertising of prizes to be won has taken place in order to recruit participants.
That the terms and conditions of the competition are clearly indicated and/or communicated to participants before they enter the competition.
That the Payrope Random Number Picker will be used to pick the Winning Subscriber(s).
That no rigging or foul play is involved in picking winners, and that the logs for picked winners will be saved on the system after a draw.
That the competition Keywords will be priced at the recommended/set price of regulators for SMS Competitions.
That the appropriate audience is being targeted for the competitions and that no minors or individuals outside the authorized scope of your competitions are being targeted.
That your competition does not violate the rights of the public or other users.
That the competition is not promoting or working as an avenue for gambling.
That the competition clearly communicates and adheres to its start and end date/times.

Fundraising

For all Fundraising efforts being carried on the system it is assumed that;

Who you are is a matter of public record and you cannot Fundraise in anonymity. As such any relevant information on you or your organization may be supplied to the public as permitted by the law if requested.
Information on how much money you have raised for your cause is also a matter of public record. As such it is expected that you will a) either set a fundraising goal that you will communicate and update the public on or b) communicate ongoing milestones in raised funds as they happen, in order to keep your supporters well informed.
As keywords may expire on the system, you have the responsibility to secure and renew your specific keyword before it expires or should your campaign come to an end and you wish to retain the unique keyword you are using for another time.
All relevant regulations governing Crowd Funding, Fundraising or Charitable Activities will apply in conjunction with any relevant Taxes that need to be levied on funds raised.
Fundraising royalties may be at different rates than those of other activities like competitions etc. as will be permitted from time to time, and Payrope reserves the right to review and change these rates as it sees fit.
No false representations of your organization or the intended goals of the fundraiser are being made to the public.
Payrope reserves the right to withhold royalties should your fundraiser be found in contravention of the law or good commonly accepted practices until such a time that those violations are remedied, or it has been instructed to do so by authorities.

Harmful Content

You will not use your Payrope SMS Platform User Account to provide the public with any content that is harmful such as racism, hate speech, distressful imagery, religiously intolerant material, child pornography or any such graphic material.
You will not disseminate content that could compromise people’s health or physical wellbeing. Any content that may be distressful should be accompanied with a sufficient warning label on the content cover and/or introductory text.
Additionally, you may not allow your Payrope User Account to be used for the dissemination of harmful software or applications such as malware and unsolicited surveillance, third party access, advertising or data mining applications as a result of or through your content.
You are responsible for ensuring that the service or content being advertised is indeed the service or content being rendered to Subscribers.
You will not falsely advertise a service or content that your Keyword is set to provide via our platform. It is expected that your Keyword will deliver the service or content it promised to consumers.

Reputation

You will not allow, mislead or encourage the public to blame or defame Payrope or its affiliates for the performance of services you are rendering. In circumstances where the public is misdirecting their frustration with your services to Payrope and/or its affiliates, you will be sure to promptly take responsibility for your service or campaign and communicate with them otherwise, in order to protect Payrope and the Platform’s reputation. Failure to do so may result in your removal from the platform.

Limitations

It is understood that Payrope Limited or any of its affiliates are not liable for damages received by Client from third parties or from legal claims issued against you (Client) by Subscribers for any reason whatsoever.

Communication & Disclaimers

It is assumed that all Subscribers that SMS your Keywords have been sensitized that Terms and Conditions apply to their transaction with respect to your specific service or promotion, and also in general with respect to using any Payrope SMS Shortcode.
It is also assumed that you have read and understood the Terms and Conditions Subscribers are adhering to by sending an SMS through our gateway, such as the fact that SMSs shall not be refunded by Payrope should there be a fault with Networks or contents amongst other things. As such it is also presumed that any links directing them to the relevant Terms and Conditions such as www.sms.payrope.com/terms or any other appropriate location have been provided by you to Subscribers.
You have the responsibility to advertise your Keyword(s) and provide adequate communications to your target audience through all possible avenues in order to bring sufficient traffic to your campaign or service.
Payrope is under no obligation to send out any communications advertising or notifying the public of services or activities associated with any Keyword(s) you have created on the platform.
You have the obligation to communicate any changes to your Keyword or content that may affect your audience, service or partners so that they are not inconvenienced by such a change.

Vendors

Vendors may request to push your Keyword on various platforms using their vendor tags/keywords and you reserve the right to accept or decline their offer.
Similarly, Vendors are under no obligation to accept your request for them to push your Keywords on their platforms. They reserve the right to accept, decline a request to tag or push a Keyword.
If you (Client) deactivate your Keyword, the tagged Vendor Keyword with go off air. Similarly, if you Delete a Keyword, the corresponding Vendor Keyword will no longer be active. Therefore, you have the responsibility to communicate with your Vendors ahead of time alerting them of any changes set to occur to a Keyword or its content that may affect them.
Vendors reserve the right to deactivate or delete a Vendor tagged Keyword. Upon such a deletion or deactivation, only the Vendor tagged Keyword is affected by the action. The original Keyword belonging to the Client will not be affected and will continue to respond to Subscribers as set up.
Vendors are entitled to a commission, which is a fixed % that is set by Payrope for specific Keyword services that vendors are pushing, and these % are deducted from revenue generated and deposited to the relevant vendors as per Hits on Keywords they are tagged to.
The commission or fees vendors are entitled to get is outlined under fees in your User Account, and may be changed from time to time as Payrope sees fit.
Vendors will not be paid more or less than the rate that is allocated to them when they are signing up onto the system.

Privacy of Subscribers

Because the SMS Gateway and Shortcodes being used on this platform belong to Payrope and the Payrope SMS Platform, Payrope reserves the right to hide and protect the details of the Subscribers sending the Keywords to the system. That is, phone numbers of Subscribers or any other sensitive subscriber details will not be provided to you (except for services where a direct correspondence with a subscriber is required such as an Inquiry service or competition winner).

Your Privacy and Contact information

We value your personal information and we will not give it or share it with third parties. Save that which may be required by the law. Furthermore, the contacts saved to your account for notification purposes are considered private and neither Payrope nor Payrope Affiliate staff have access to them. We do not see them and we do not send any messages or advertisement to them. You are the only person on the system who can access your saved contacts and send messages to them.

Waiver

Payrope reserves the right to use the analytical data it compiles on any activities happening on its Gateway, including activities surrounding Keywords, for its own purposes in addition to the publishing of annual reports etc. Payrope also reserves the right to change or update these Payrope SMS Platform Client Terms of Use without notice and for any reason whatsoever. You understand that the views expressed in content by you or other users on the Platform do not necessarily reflect those of The Payrope SMS Platform, The Payrope Company or its Affiliates. Therefore, Payrope and its Affiliates will not be liable for any damages caused or experienced by you or third parties as a result of any services or content made available through our platform.

No Guarantee

Payrope aims at providing its services to the best of its capacity. However, this does not guarantee that its servers or services may not experience downtime or occasional bugs, as is the nature of information technology. In circumstances where our services are being affected by technical difficulties we will undertake to remedy the situation as quickly as possible once it has been brought to our attention. Payrope however will not be held liable for any losses incurred by you (Client) or your customers (Subscribers) as a result of such technical difficulties.

Fees

Payrope reserves the right to change, remove or introduce fees for specific services on its platform as it sees fit from time to time.

Payments

All amounts due to you our Client are subject to TAX deduction, and deduction of all relevant fees from Mobile Network Operators and Payrope before they are remitted to you.
All payments to you will be made by Cheque or by Electronic Fund Transfer from Payrope’s SMS Account to the Bank Account specified by you during the sign up process.
Be sure that the Account Specified is correct, is a stable one and is devoid of arrears, as you may not be able to change the designated account for payments once you have created it.
Because money has to first be collected from Mobile Network Operators before it can be passed onto our clients, any delays on payment on the part of MNOs are out of our hands and we will only be able to forward those funds to you once we have received them. That is, delays in payments from Mobile Network Operators or their third parties, will result in delays to your payments from Payrope or our local affiliates.
Every payment made to you will be accompanied with a slip that is emailed to you or your user account for reference.
Payments for amounts below K15,000.00 will not be paid out (you do not forfeit whatever amount you have already raised. It is only paid out to you once it reaches or passes the K15,000.00 mark).

Invoices

You will NOT be required to bill Payrope to get your payments. Payrope will automatically pay monies due to you monthly as Mobile Network Operators make remittances, or within 8 weeks after the end of the month your campaign completes in. This may differ from Network to Network and as per service you are running on the Platform.

Revenue

For every SMS sent to our Shortcode with your Live Keyword in it, you are entitled to a portion of the money made from it (this does not apply to a deactivated keyword or discontinued service). The Mobile Network, as well as Payrope are also entitled to a portion of that money generated. The amounts will vary as different Mobile Network Operators take different portions, but also some Mobile Network Operators may take less or more depending on the denomination of the Shortcode. That is, less money could be taken by a Network e.g. Vodacom (RSA), for every R10.00 SMS than is taken by it for every R2.00 SMS. Giving you an opportunity to make more money the higher the denomination. Rates and fees are indicated as well as reflected in your user account. For example, for a Standard Download SMS you could expect to earn between 20% to 40% in RSA and 15% to 30% in MW depending on the SMS charge.
Examples (South Africa & Malawi) Net Payments:

		Vodacom	Payrope	Client (You)
Percentage	100%	45.8%	12%	42.2%
SMS Charge	R5.00	2.29	0.60	2.11
		TNM	Payrope	Client (You)
Percentage	100%	60%	26%	15%
SMS Charge	K65.00	39.00	16.25	9.75

(These are the amounts you would expect to get after all relevant taxes and fees have been removed).

Turnover frequency

Revenue generated by clients on the system may be remitted to them on a monthly or quarterly basis depending on whether the service being run is an Inquiry, a Fundraiser, a Competition or Promotion or a Digital Download Service as may be required by the Law or Payrope’s Policies. The turn over frequency may also be affected by the duration of the campaign e.g. if a fundraiser is set to be run for 3 months, payment of funds raised may be received after the 3 months have elapsed not before.

Shortcode Charges

SMS charges to Subscribers sending Keywords to our SMS Gateway are specific to each Shortcode and each particular Mobile Network. As such, they may vary from Shortcode to Shortcode.
Payrope SMS and Mobile Network Operators reserve the right to set these charges as they see fit for each specific Shortcode.
You will be able to view the charges per Shortcode, as well as choose which Shortcodes to put a specific Keyword on using your Payrope SMS User Account.

Right of Admission Reserved

Payrope reserves the right to deny any party or person access to their platform for any reason whatsoever, including due to breach of any or all of its terms of use or due to any criminal or illegal activities the party may be involved in.

Inactivity

Payrope reserves the right to delete or deactivate Keywords or User Accounts that have been dormant for long periods of time (more than 6months), as well as all their associated content from the system as part of its policy for minimizing the misuse or wastage of platform resources.

Intellectual Property

This platform remains the Intellectual property of Payrope Limited and no efforts to reverse engineer, tamper with, compromise or sabotage the platform in anyway may be undertaken by any user.
Feedback or suggestions from you on possible changes, products or improvements Payrope can do on the Platform does not constitute entering into any sort of business arrangement with Payrope or its affiliates. Furthermore, Payrope and its affiliates reserve the right to use or not use your insights or suggestions, and in the event that your suggestions are used the implementation of those suggestions belong to Payrope as part of its Intellectual Property.
Any unique features such as Payrope’s website, Terms & Conditions, messages, fonts, templates, Logo and symbols are the property of Payrope Limited and may not be used in a manner that violates Payrope’s Copyrights or Terms of Service.

Abuse

Payrope reserves the right to respond to any abuse of the Payrope SMS Platform and its User Accounts with legal action or punitive measures that it deems appropriate in order to remedy the abuse or deter users from further abuse.

Disputes

In the event that any dispute has arisen between Payrope Limited or Its affiliates and a Client and the parties have not been able to settle the matter, within Sixty (60) days, then any party may commence mediation. The mediator maybe anyone in the business or legal sectors with at least 5 years’ experience with mediation. The mediator will be appointed/selected in agreement by both parties.
To the extent permissible by Law, the outcome of the mediations shall be final, conclusive and legally binding for the parties. Pending final settlement or determination of a dispute, the Parties shall continue to enjoy their existing rights and privileges on the Payrope SMS Platform.
Nothing in this Agreement shall prevent or delay a Party seeking urgent injunctive or interlocutory relief in a court having jurisdiction.
In the event of a court ruling in favour of one party, the losing party will carry the burden of the legal fees of the prevailing party in addition to the remedy ruled by the court.

Termination

The Payrope SMS Platform reserves the right to terminate or remove a Client from its platform for any reason whatsoever.

You (Client) are free to delete or deactivate your Payrope SMS User Account as you wish.

Upon either termination, all access and activities on the terminated User Account will be frozen and Payrope, Associated Vendor’s and the Client (you) will be entitled to the full sum of Royalties due to them up to the point of termination within 8 weeks after the end of the month of that termination or as per payment terms applicable to the particular services being run. This does not include termination due to criminal activities or termination due to acts of God, war, disease, natural disaster, political unrest, or circumstances outside of Payrope or Client’s control. In which case, the proper procedure to follow with respect to any due funds or access to User Accounts would be determined as permitted by the circumstances or applicable law.

Death

As services being run on the platform are of a business nature. Upon your death it is within the rights of your next of kin or business partners assigned to possess your assets upon your death to seek Payrope Offices to notify them of your passing with appropriate documentation. So that your account could be terminated or so that access and ownership to your account could be reset and transferred to them.

Severability

Any parts of this agreement that are deemed unlawful or have come to be deemed no longer in effect will not stop the other parts of this agreement from continuing to be in effect.

Feedback & Complaints

All feedback or complaints should be directed to feedback@payrope.com or through our available online community administrators.

Governing Laws

This agreement and all its contents will be construed and governed according to the Laws of the Republic of Malawi.

BY SIGNING UP TO THE PAYROPE SMS PLATFORM I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS STATED ABOVE, THAT I AM AUTHORIZED TO CONSENT TO THEM, AND THAT I AM OF LEGAL AGE TO SIGN A BINDING AGREEMENT.

Created: 22/02/2018 Last updated: 20/04/2018