A.   SMS MESSAGING TERMS AND CONDITIONS

1. In this document the following terms shall have the meanings herein ascribed to them:

"Customer" means the party described in the Schedule attached.

"GSM/CDMA Network" means the GSM/CDMA Cellular Network over which the SMS will be delivered.

“Mobile Terminating" means SMS messages sent to a cellular phone on the GSM/CDMA Network.

"MSISDN" means a telephone number on the GSM Network and, in terms of this agreement, those numbers specifically provided to SMSGH by the Customer.

"Recipient" means the person/s receiving the SMS."Service/s" means the method/s of dissemination of SMS messages used by the Customer.

"Short Message Service" or "SMS" means a 160-character (including spaces) text message that is sent to or from a cellular telephone. Only “Valid” characters will be allowed.

“Sender ID” means the identity of the Sender of an SMS.

“Valid SMS characters are: !#%&()*+,-./0123456789:;<=> ?@ABCDEFGHIJKLM NOPQRSTUVWXYZ_ abcdefghijklmnopqrstuvwxyzéè

“Valid Sender ID characters are: ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 1234567890

"SMSGH" means SMSGH Solutions Limited of Ghana and Urbanhive Group, Incorporated of the United States of America.

2. The terms set out below shall apply to the provision of the Service/s purchased by the Customer.

3. This agreement shall continue indefinitely until terminated by either party on expiry of the service period with one calendar month's written notice to the other, with the exception of "once-off" sending of SMS messages.

4. The Service/s shall allow the Customer to send Mobile Terminating SMS. In order to make use of the Service/s, the Customer shall send messages to SMSGH utilizing one of the Service/s specified connection methods by SMSGH. SMSGH will disseminate the SMS over the GSM/CDMA Network to the specified MSISDN/s.

5. Any applications provided by SMSGH will be supported by SMSGH and are provided with separate guarantee and Service Level Agreements. SMSGH warrants that the SMS service/application has been specifically designed for a particular service, industry or Customer type and the SMS service is for general-purpose use.

6. The Customer may pay a connection fee as prescribed. All Service/s used by the Customer will be billed on one account. SMSGH may change the charges for Service/s on one month’s notice to the Customer. Where a monthly contract applies, monthly invoices will be printed and together with a statement, will be posted/emailed to the Customer

7. The Customer shall restrict all messages to not more than 480 valid SMS characters (including spaces).  Any message submitted that is longer than 480 valid SMS characters (including spaces) will be truncated to 480 valid SMS characters (including spaces). The Customer will be charged per every 160 SMS characters and notification per Service as indicated in the attached schedule. All prices exclude VAT/NHIL and other government taxes including Communication Service Taxes. The Customer will be charged for all messages submitted to SMSGH for dissemination.

8. In the event of any amount owing by the Customer remaining unpaid on due date SMSGH shall be entitled to suspend the Service/s immediately, without notice to the Customer. Interest will be charged on all overdue accounts at the rate charged by uniBank Ghana Limited, from time to time.

9. The Customer hereby indemnifies and holds harmless SMSGH against any claim or action by the Customer or any third party, in respect of any damages, prejudice or costs incurred or suffered by the Customer and/or any third party arising out of the use of the Service/s or any act or omission on the part of SMSGH in the provision of the Service/s.

10. In order for SMSGH to maintain integrity as the leading broker of SMS traffic for all cellular networks in Ghana, no customer may use the suite of SMSGH SMS products to poach or solicit potential customers or subscribers from any of the six cellular network operators in Ghana. Such an act will result in immediate permanent suspension.

11. Messages submitted by the Customer will be accepted and billed based on the relevant authentication method per Service. It is the Customer's responsibility to protect its means of authentication. SMSGH will not be responsible for any misuse of the Customer's authentication keys, logins and passwords, nor will any credit be allowed for such misuse.

12. The Customer is responsible for the content and accuracy of any SMS sent on their account. The Customer will adhere to an appropriate code of conduct when utilising the Service/s. Sending of unsolicited advertising material, illegal content, inappropriate language or any message that may be viewed by the Recipient as being of contentious or offensive nature is not permitted and may, at the sole discretion of SMSGH, result in the immediate termination of the Service/s.

13. SMSGH guarantees confidentiality of both the MSISDN/s and messages submitted by the Customer during utilisation of the Service/s. Submitted MSISDN/s will not be distributed in any way to third parties by SMSGH. SMSGH agrees not to use submitted MSISDN/s for purposes other than the Service/s requested by the Customer.

14. The Customer agrees to append its name or corporate identity to any broadcast SMS that are sent to distribution lists. This includes but is not limited to advertising, marketing and promotional materials.

15. The Customer shall present proof of a Recipient's consent to the delivery of SMS. Should SMSGH receive any complaints from Recipients regarding the receipt of unsolicited SMS, SMSGH will notify the Customer thereof. Similarly, should the Customer receive any complaint from any Recipient regarding the receipt of any SMS, the Customer will immediately notify SMSGH. The abuse of the sending of unsolicited SMS's by the Customer or the omission to notify SMSGH of any complaint referred to above may, at the sole discretion of SMSGH, result in immediate termination of the Service/s.
     
16. This agreement shall be governed by the laws of Ghana, and both SMSGH and all Customers agree to submit to the jurisdiction of the courts of the Republic of Ghana in the event that any proceeding shall be brought under the terms of this agreement.

17. This document contains the entire Terms and Conditions of Service between the Customer and SMSGH and shall not be capable of variation or amendment except as amended and notified in writing by the Board of Directors of SMSGH Solutions Limited. 

B.   PAYMENT TERMS

1. All SMS credits remain the property of SMSGH until payment is received in full.
    
2. Payments and payment terms to be made by You to SMSGH for the Services are on Pre-Paid terms. SMSGH is reserved the exclusive rights of granting Post-Paid status to Your account subject to our own evaluation and/or terms. SMSGH shall not be obliged to perform any Services under this Agreement if You have not provided payments.
    
3. The fees to be paid to SMSGH by You are set forth on our website pricing pages or communicated to You via email. SMSGH has the right to issue a price change to You without notice.
    
4. The prices for Outbound SMS set forth on our website Bulk SMS pricing page or communicated to You via email shall apply for the quantity of messages submitted by You to the SMSGH Platform.
    
5. All charges and fees for the Services are exclusive of any taxes, including sales, value-added, or other taxes. You shall be liable for and shall reimburse SMSGH for all sales or value-added taxes imposed in connection with or arising from the provision of Services to You. You will provide SMSGH sufficient information as to the timely payment of all applicable withholding taxes, if so required by SMSGH.
    
6. SMSGH has the right to charge You in arrears for interworking charges that Your traffic has generated in relation to sending to ported numbers. Such charges need to be based on Operator invoices and will be added to Your invoice the month after SMSGH has received the Mobile Network Operator invoice. SMSGH is obliged to inform You prior to adding such interworking related charges to Your invoice.

C.   REFUND POLICY

1. Once You have purchased SMS credits from us and the credits have been applied to Your account, we cannot provide You with a refund. Our policy is not to refund any unused credits, sorry.
    
2. However, if upon using the credits You found You were dissatisfied with quality of delivery of SMS messages, You may claim a refund from us by simply emailing us at refund@smsgh.com specifying the reasons for requesting the refund. The more informative this is, the quicker the process. We'll respond to Your refund request within 3 days.
    
3. If we investigate and find Your claim to be legitimate, we will agree to Your request for a refund and send You a confirmation email or SMS and also top-up Your SMS credits or refund Your payment via a method of Your choosing. Do note that You shall bear all charges relating to a Money Transfer.

D.   PRIVACY POLICY

1. What information do we collect?
   We collect information from You when You register on our site, place an order or fill out a form. When ordering or registering on our site, as appropriate, You may be asked to enter Your: name, e-mail address or credit card information. You may, however, visit our site anonymously.
    
2. What do we use Your information for?
   Any of the information we collect from You may be used in one of the following ways;
   To personalize Your experience (Your information helps us to better respond to Your individual needs)
   To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from You)
   To improve customer service (Your information helps us to more effectively respond to Your customer service requests and support needs)
   To process transactions Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without Your consent, other than for the express purpose of delivering the purchased product or service requested.
   To send periodic emails (The email address You provide for order processing, will only be used to send You information and updates pertaining to Your order.)
    
3. How do we protect Your information?
   We implement a variety of security measures to maintain the safety of Your personal information when You place an order or enter, submit, or access Your personal information.
   
   We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential.
   
   After a transaction, Your private information (credit cards, social security numbers, financials, etc.) will not be stored on our servers.
    
4. Do we use cookies?
   Yes (Cookies are small files that a site or its service provider transfers to Your computers hard drive through Your Web browser (if You allow) that enables the sites or service providers systems to recognize Your browser and capture and remember certain information.
    
5. Do we disclose any information to outside parties?
   We do not sell, trade, or otherwise transfer to outside parties Your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing You, so long as those parties agree to keep this information confidential.
   
   We may also release Your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or othe uses.
    
6. Third party links
   Occasionally, at our discretion, we may include or offer third party products or services on our website. These third party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
    
7. Childrens Online Privacy Protection Act Compliance
   We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.
    
8. Your Consent
   By using our site, You consent to our privacy policy.
   
   If we decide to change our privacy policy, we will post those changes on this page.

Amended and Approved on the 23^rd of August 2012

  By The Board of Directors of SMSGH Solutions Limited

(part of the URBANHIVE GROUP)