Step 1 of 4 : Terms
Terms and Conditions for the license to use the Sepomo Ltd. Micropayments Platform. 1. Agreement with the terms and conditions 1.1 SEPOMO Ltd. , with VAT number 002 1347 42 and registered office at 5, Market Place, Peel, Isle of Man IM5 1AB (herein "SEPOMO"), operates a micropayments platform for use by businesses and individuals that operate web sites, which permits the charging of small amounts of money for products and services offered by the site without the need for users to offer personal information, bank account or credit card numbers. Herein this will be known as the "Sepomo Micropayment Platform". 1.2 The purpose of these Terms and Conditions for the licence to use the Sepomo Micropayment Platform is to regulate : (i) The usage licence offered by Sepomo to the contracting entity (herein "The Customer") identified in the web form entitled "Sign up for Sepomo Micropayments" (accesible via the URL http://www.sepomo.com/en/signup.php) which is inextricabley linked to these Terms and Conditions. And which the customer should complete correctly and send to Sepomo with the aim of requesting connection with the Sepomo Micropayments service (herein "Sign up form"); and (ii) The conditions for the induction of use of the Sepomo Micropayments Platform by the end users, originiated by the Customer via the Customer´s service and which the end users access via the Sepomo Micropayment Platform. 1.3 The acceptance of the present terms and conditions by the customer is a prerequisite condition for the acceptance of Sepomo´s licence for use of the Micropayment Platform. All applications for licences for the Sepomo Micropayment Platform realised through whichsoever medium available will be considered a bona fide acceptance of the present terms and conditions except in the case where the Customer manifestly rejects those said same terms and conditions by choosing the corresponding tick box in the Sign up form. 1.4. Neither these terms and conditions, nor the content of the Sepomo web site may be in any circumstances considered to be a binding offer or proposal for Sepomo. In this sense the implementation of this contract and its corresponding rights and responsibilities including (without limitation) the Sepomo Micropayment Platform licence, is conditional upon the explicit acceptance by Sepomo of the application form sent by the customer via the web site. Sepomo reserves the right to reject any application without the need to justify the corresponding cause(s). 2. DESCRIPTION OF THE OPERATION OF THE SEPOMO MICROPAYMENT PLATFORM 2.1 The Sepomo Micropayment Platform consists of a payment platform via which (i) the customer may charge his/her end users a specific fee to access content or services on their web site (ii) end users of this service may pay for access to the service without needing to preregister or disclose confidential information, for example credit card details, bank account details, email address, name etc.. 2.2 The Micropayment technology behind the Sepomo Micropayment Platform is based on the sending of messages via the Short Message Service (SMS) for mobile telephone networks. To this end, any customer wishing to use the system should follow the following procedure : (b) Send a message with the text "SEPOMO" (without quotation marks) to the number 89080. The cost to the end user of sending this message corresponds exactly with the cost for accessing the service offered to the end user by the customer. This is one pound and fifty pence, including VAT. (c) When this SMS message has been sent, the user will receive an access code via SMS to the same mobile as that which sent the first message. This Access Code will be valid for one usage only. (d) Once the end user receives the code he should enter it into the website in the way that the customer chooses, for example, via a text input window, a web form, email or as he/she sees fit. (e) Once the Access Code is received by the client, it must be sent to Sepomo in accordance with the technical procedures Sepomo indicates to the client along with other pertinent information which may include ip address and client identification code. Sepomo then receives, verifies and responds to the code either confirming its acceptability, rejecting it or assigning a different response that may be established from time to time. This code is referred to as the "Access Code Status". (f) When the access code status is positive, an associated "Verification Code" is sent. This code may be used as additional confirmation that the Access Code is legitimate. This then terminates the authorisation process. 2.3 Only such Access Codes sent by the customer to Sepomo from a bona fide customer, with an affirmative Access Code Status, (where appropriate) a recognised IP address and a legitimate Verification Code will be deemed to have completed the the Payment Transaction and afford the right to receive the agreed commission payment from Sepomo in accordance with Section 5 of this agreement. 2.4 SEPOMO will undertake its best efforts to ensure that the platfom is operational 24 hours/day, 365 days/ year. However the Customer recognises and accepts that the full and effective operation of the platform could be adversely affected by factors outside the control of Sepomo. Therefore Sepomo is not responsible for the complete availability of the platform and therefore is not liable for any damages, whether direct or indirect, that may be caused by discontinuity in the availbabilty of the platform. 3. LICENSE TO USE THE SEPOMO MICROPAYMENT PLATFORM 3.1 Via this document Sepomo affords a non-exclusive licence to the customer so that he/she may establish links to Sepomo from his/her Websites, with the aim of allowing end users to access the Customer´s services via a payment. 3.2 The link to Sepomo´s website will always be established in accordance with the instructions issued by Sepomo. 3.3 The licence to use the Sepomo Micropayment Platform is limited expressly to the payment of monies via mobile telephones that have a contract/pre paid service directly with a licensed UK operator or reseller, along with operators from other countries that may be connected to the Sepomo platform. 3.4 The geographical coverage of this licence is the United Kingdom of Great Britain and Northern Ireland. However this licence may be extended to other countries by the acceptance by the customer, explicit or implicit, of payments originated outside of the United Kingdom. In these circumstances the Customer accepts that the conditions will be those communicated to him/her by Sepomo and will not necessarily coincide with those pertaining to the United Kingdom. Without prejudice to the rights for termination outlined within this contract, the Sepomo Micropayment Platform licence is granted for an initial period of one (1) month, beginning with the acceptance by Sepomo of the Application Form. Once this initial period has passed, the licence will be extended automatically for successive one month periods except in the case where either Sepomo or The Customer express a wish to not continue to extend the licence, communicated with at least seven (7) days notice to the other party before the end of the initial period or subsequent extensions to that initial period. 3.6 Once The Customer agrees to implement the Sepomo Micropayment Platform in order to access specific services on their web site, he/she agrees to the following : (i) To condition the access to those contents on the use of the Sepomo Micropayment Platform. (ii) To inform end users of the need to pay via the Sepomo Micropayment Platform in order to access the services requested. (iii) To inform the end user of the methodology of using the Sepomo Micropayment Platform which include (i) the need to send a Premium Rate SMS, along with the required content of the message and the number to which it must be sent, (ii) the cost of that message to the end user, (iii) the operators with whom the service is enabled (where this is in any way restricted) (iv) the reception of the Access Code (v) the need to input that Access Code to the customer´s Web Site. (iv) To enable the inputting of that code to the Web Site in a simple, and intuitive way. (v) To include any extra legal information that Sepomo deems necessary, for example any Data Protection implications. 4. COST OF CONNECTION TO THE SEPOMO MICROPAYMENT PLATFORM The licence to connect to the Sepomo Micropayment Platform is granted to the Customer free of charge. In accordance with this the Customer is not required to make any payment to Sepomo in return for the initial connectivity to the platform. 5. INDUCTION OF USE OF THE SEPOMO MICROPAYMENT PLATFORM 5.1 Without prejudice to the content of this agreement with respect to the licence to use the Sepomo Micropayment Platform, via the present Terms and Conditions, the Customer accepts to operate a service that induces the use of the Sepomo Micropayment Platform ("Induction Method"). The Induction Method referrs to the act of generating use of the Sepomo Micropayment Platform as a payment mechanism to access the services available on the Website as defined in clause 2.3. This Induction Method only implies for the Customer (i) the offering of services via his/her Website, (ii) that access to the services is conditional upon a previously succesful input of a valid Access Code and consequent reception of a Validation Code from Sepomo (iii) full and total compliance with the terms and conditions of this document. 5.2 The Customer declares awareness and acceptance that the payments made by users of the Sepomo Micropayment System will not be made directly to them but instead to the mobile operators that operate the Premium SMS Service, without prejudice to any agreements that may exist between those operators or third parties with Sepomo. As a consequence the Customer accepts that the payments realised by users via Premium SMSs are not considered as compensation for the services offered by the Website, but an inducement to use the Sepomo Micropayment Platform and wlll receive a commision as agreed in the Terms and Conditions of this contract. 5.3 In payment for the succesful use of the Sepomo Micropayment Platform by the Customer, he/she will receive payment in accordance with the following procedure : (i) All the Access Codes received by the customer and accompanied with the corresponding Verification Code sent by Sepomo, in accordance with that which is outlined in the current document, will be stored and maintained by Sepomo in a digital file. (ii) Based on the information contained in this file and with a periodicity of every other month (except in the circumstances mentioned in the following paragraph), SEPOMO will calculate an amount of money equal to the product of the number of Validation Codes sent to the client and the corresponding commission according to the particular pricing plan agreed between the parties, either via the application form or some subsequent agreement. The result of this calculation will give rise to an amount termed the "Induction Amount" which, without prejudice to posterior statement, will be that which the Customer will be entitled to receive in return for the services offered to induce the use of the Sepomo Micropayment Platform over the two month period. In the case where the induction amount mentioned above is less than one hundred pounds, Sepomo will not be obliged to remit this Induction Payment, but will retain it in its entirety for payment (i) when the sum total of all Induction Amounts generated by the Customer since the last payment from Sepomo or since the beginning of the agreement if no payment has been made, is above one hundred (100) pounds or (ii) upon termination of the contractual relationship between Sepomo and the Customer, whichever is the sooner. 5.4 Once the above mentioned conditions for Induction Payment have been met, Sepomo will issue a pro forma invoice to the Customer indicating the total amount to be billed. The Customer will then issue an invoice to Sepomo for payment. Sepomo will then remit the amount of the invoice to the Customer according to the bank details included in the application form or latterly communicated to Sepomo. 5.5 Any anomoly that the Customer may have with the aforementioned invoice must be communicated to Sepomo not more than 5 working days counted from the time the invoice was sent from Sepomo. Once this period of time has passed, the pro forma invoice sent by Sepomo will be deemed to have been accepted in all respects. The payment of invoices received from Customers will be effected no more than one hundred and twenty (120) working days counted from the reception by Sepomo of the invoice. 6. MODIFICATION OF THE TERMS AND CONDITIONS OF THE SEPOMO MICROPAYMENT PLATFORM. 6.1 Sepomo reserves the right to change, at whichever time it chooses, the contents of the present Terms and Conditions as well as the services offered via the Sepomo Micropayment Platform. Anysuch change that may be produced in these Terms and Conditions will be communicated in the web site accessible via the URL www.sepomo.com (herein the "Sepomo Web Site") for what may be considered to be a "reasonable" length of time. 6.2 The Customer accepts that once the Terms and Conditions have been changed in accordance with the above, they are accepted in their entirety. 6.3 The customer accepts that the terms and conditions may change from time to time and agrees to visit the Terms and Conditions section of the web site from time to time with the aim of knowing at all times if any changes to the prevailing Terms and Conditions apply. 6.4Sepomo reserves the right to amend, add or change whichsoever elements of the services offered via the Sepomo Micropayments Platform unilaterally so long as the Customer has been previously notified. 7. INTELLECTUAL PROPERTY RIGHTS 7.1 Sepomo is the title and licence holder of the intellectual property rights necessary for the operation and exploitation of the Sepomo Micropayment Platform. 7.2 The Customer has the obligation to comply rigorously the Terms and Conditions within this agreement when using the Sepomo Micropayment Platform. Under no circumstances may the Customer use the Sepomo Micropayment Platform to achieve activities not expressly covered in this agreement. This prohibition includes but is not limited to any activity covered within the intellectual property of Sepomo and in particular the creation of programmes, coding, reverse engineering or other transformation algorithm or system derived from the Sepomo Micropayment Platform, or the copying of any part of that same Platform. 7.3 Should Sepomo become aware of any instance of the above mentioned activity being undertaken by the Customer, Sepomo will have the right to unilaterally terminate this contract without requiring notification to the client and without prejudice to any further action that may be taken by Sepomo to recover damages from the Customer. 7.4 Under no circumstances may the acceptance of the Terms and Conditions in this contract imply or be understood to mean the affording of rights that are owned by Sepomo or others over the use of the Sepomo Micropayment Platform and/or the development contained within it. 8. LIMITATIONS AS TO THE USE OF THE SEPOMO MICROPAYMENT PLATFORM 8.1 The Customer agrees to not use/reference/link in any way the Sepomo Micropayment Platform with Websites and/or services offered by the customer (according to those defined in clause 3.1 of this document) related with any activity that may be considered illegal, immoral or against the public good. Within these definitions are included (without limitation) the sending of offensive or threatening material, the unauthorised entry into third party systems (hacking), the spreading of computer viruses or software designed to damage or cause third party systems to execute activities not within the wishes of their owners, the distribution of illegal (pirate) software or "cracks", the dissemination of child pornography, the dissemination of xenophobic material and the operation of casinos or gambling activities that do not have the appropriate licence. 8.2 The Customer also agrees to use or associate the Sepomo Micropayment Platform with activities that may prejudice Sepomo´s image or that may adversely affect market share or benefit Sepomo´s competitors. 8.3 Should Sepomo become aware that the Customer is engaged in any of the activities described in this section, Sepomo has the right to unilaterally terminate this contract without the need to notify the Customer and without prejudice to any further action that may be taken by Sepomo to recover damages from the customer. Without prejudice to the above, should Sepomo become aware of any illegal activity that the Customer has undertaken / is undertaking it will be communicated to the appropriate authorities. 9. DURATION 9.1 Without prejudice to the duration established for the Sepomo Micropyament Platform licence in clause 3 and the rights of Sepomo for premature resolution, the present Terms and Conditions are not time bound. 9.2 Without prejudice to the previously mentioned cases, Sepomo may terminate access to its platform from the Customer, and or terminate the present Terms and Conditions, either generally or in a particular case, at whatever time, at its discretion, and with prior notification to the Customer. 10. RESPONSIBILITY 10.1 The Customer is the only party responsible for the consequences that arise for him/her, for the users of the Customer´s Website and the services that the Customer offers on his/her Website that arise from the use of the Sepomo Micropayment Platform. 10.2 The Customer accepts all responsibility for any damages that he/she may suffer, as well as any damages that may be suffered by his/her users or services as a result of using the Sepomo Micropayment Platform, except when Sepomo has been shown to be seriously negligent or has acted with deliberate malice toward the Customer. Included in the aforementioned damages are included (but not limited to) the following cases : (i) Inability to access the Sepomo Micropayment Platform or the non availability of some or all of the facilities of said same. (ii) Funcionality or lack of functionality of the services offered via the Sepomo Micropayment Platform, including but not limited to the inability of end users/ the Customer´s services to (i) successfully send the SMS (ii) determine the Access Code after having sent an SMS and (iii) be able to use the Access Code in order to enter Websites or partake in the services that they offer. (iii) Loss of information pertaining to the Customer or the users of his/her website and/or the Website services, caused as a consequence of the usage and/or access to the Sepomo Micropayment Platform. 10.3 In any case, the Customer agrees to use the Sepomo Micropayment Platform in compliance with the present Terms and Conditions. The Customer exonerates Sepomo from any responsibility that may arise as a result of non compliance with that which is detailed in the present Terms and Conditions, especially the limitations to the use of the Sepomo Micropayment Platform and the nature of the contents of the Websites o the services offered by the Customer. 10.4 The Customer exonerates Sepomo from all responsibility and damages that may be caused by users of the Customer´s Website/ services and/or technology. 11. ACCESS TO THE SEPOMO MICROPAYMENTS PLATFORM 11.1 The access by the Customer and the connection from the Customer´s Websites/ Services to the Sepomo Micropayment Platform may be conditioned upon the client modifying the implementation of the services offered by adding extra lines of code/ password system using information already supplied by Sepomo. The Customer recognises and accepts that the Websites and/or services that he/she offers will be identified by Sepomo via a Customer code provided by Sepomo, and may be restricted to the ip address supplied on the application form. 11.2.The Customer agrees to communicate to Sepomo immediately any change of circumstance that may affect the security or ability to identify the Websites and/or services belonging to that Customer that could allow illicit or unauthorised use of the Sepomo Micropayment Platform. 11.3 The Customer recognises and accepts that any use made of the Sepomo Micropayment Platform, using the identification procedures assigned by Sepomo, will be his/ her exclusive responsibility in all aspects so long as he/she has not previously informed Sepomo in writing of the fact that these elements of identification are no longer legitimate. 12. CONFIDENTIALITY AND DATA PROTECTION 12.1 Customer information 12.1.1 Sepomo declares that information of a private and/or personal nature (i) submitted by the Customer in the Application form as well as (ii) other information that the customer may supply at a later date and (iii) information regarding the amounts induced by the Customer in the relationship between him/her and Sepomo will be stored in one or more private electronic files which Sepomo Ltd., whose registered address is 5 Market Place, Peel, Isle of Man IM5 1AB is responsible for. 12.1.2 These files exist in order to manage (i) access by the Customer to the Sepomo Micropayment Platform as well as (ii) related information acquired by Sepomo regarding the usage of the Customer´s services by end users. Access to these filed is restricted absolutely to Sepomo and its employees. 12.2 By accepting these Terms and Conditions, the Customer gives his unequivocable consent for Sepomo to manage that data for the above mentioned purpose. 12.3 The confidential information facilitated by the Customer to Sepomo will be treated by Sepomo as such and will not be revealed to any third party without previous written consent, except in the case of Sepomo being required to do so by judicial authority. 12.4 The Customer has a right to a copy of all information held by Sepomo that is specific to him/her. Sepomo will rectify any erroneous information upon written application from the Customer. Sepomo will act upon written confirmation from the Customer which provides sufficient evidence of the bona fide nature of the request. 12.5 Information regarding the End Users and/or website services. 12.5.1 Within the context of a payment process executed by an end user in order to access a service operate by the Customer, it is possible that Sepomo will access information of a personal nature that pertains to these end users. 12.5.2 This information will be used by Sepomo exclusively for managing the payment process via the Sepomo Micropayment Platform and will not be used for other means such as (but not limited to) using the mobile numbers for publicity purposes, passing the information into a marketing database, using the information for co-marketing programmes. This exclusion does not include the aggregation of individual data in order to enable statistical analysis, which in all cases will not be traceable back to individual end users. 12.5.3 This confidential data will always be treated confidentially by Sepomo and will not be revealed to third parties, including the Customer, without prior written consent from End Users, unless Sepomo is required to do so by a judicial authority. This exclusion does not include the aggregation of individual data in order to enable statistical analysis which in all cases will not be traceable back to individual end users. 13. PROCEDURE FOR CONTRACTING AND ACCEPTING THE PRESENT TERMS AND CONDITIONS 13.1 For this contract to be binding for both parties, the Customer must have (i) given correctly the necessary information on the Application Form, (2) accepted these Terms and Conditions by means of the on line application form (iii) receive confirmation from Sepomo of the successful application. This confirmation will be sent to the Customer via electronic mail to the address supplied in the Application Form. These Terms and Conditions will only be binding once the above three conditions have been met. 13.2.Once the Terms and Conditions between the parties are accepted, Sepomo will store the information included in the Application Form in accordance with the terms in clause 12.1 13.3 The Customer guarantess that the information provided in the Application Form is true and is maintained up to date. In the case where information supplied by the customer is erroneous or not up to date, the Customer must send Sepomo an electronic mail message indicating the necessary changes that need to be made in the Application Form. This message should be sent to the address : firstname.lastname@example.org 13.4 This contract is written in English 13.5 The customer accepts electronic mail as a valid medium for the acceptance of the present Terms and Conditions. 14. APPLICABLE LAW 14.1 This contract and its Terms and Conditions are bound by the laws of England, Wales and the Isle of Man.
I accept the terms
Goya 19, 28001 Madrid, Spain
Tlf: +34 902 99 50 40 , Fax: +34 91 711 6257, email@example.com
Copyright © 2002-2005 SEPOMO S.L. - CIF : B83232819
eXpansiva T&C. S.L.