Introduction:
By using SMOAD device and services, you are agreeing to the Terms of Use. SMOAD device has proprietary and confidential information, which may include manuals, software, program listings, and other technical and marketing information. You agree to keep this information confidential and to use the information solely for transacting, maintaining, and supporting your lawful purpose.
You will not alter, decompile, disassemble, reverse engineer, or modify any SMOAD confidential and proprietary information that you receive.
1. Service
Subject to acceptance of application and technical feasibility, SMOAD will provide to Customer, Services set out in the Customer Application Form. SMOAD has the right to return / cancel /procure / seek for complete information to deliver service as per this form.
2. Accessibility
When it comes to SMOAD usage with 3rd party network, your accessibility purely depends on their network capability like availability of network, signal strength of SIM from mobile carriers and local fiber (or) radio frequencies that may be used for connectivity. SMOAD Services and supporting applications may not be available beyond its control when it comes to limitations like electrical outages, Wi-Fi intermittency etc., and SMOAD may not be responsible for any such damages or delay / failures arising out of services from other supporting applications.
3. Account Password and security
If you use any part of the Services that may require login email or password, you shall be responsible for maintaining the confidentiality of such email and password and for restricting access to your computer, and you agree that you are solely responsible for any liability or damages resulting from your failure to maintain that confidentiality, and SMOAD will not be liable for any loss or damage arising from such failure.
4. Duration
The duration of the agreement is 12 months. The term shall begin when SMOAD receives and accepts a completed Customer Application Form (CAF), KYC documents fully verified, plus payment in full and in cleared funds any setup charges. This agreement shall automatically renew for a period of 3 months after expiration of the Initial Term, unless otherwise stated in the Customer Application Form or, unless it has been terminated in accordance with the terms below
5. Fees & Payments
a. All fees and charges for the Services shall be in accordance with the price agreed with Customer
b. Charges
b.i. Monthly Recurring charges are excluding GST
b.ii. One – Time Charge of buying the Device only includes GST
c. Payments for the Service will be made by means agreed and selected on the Customer Application Form
d. All sums due to SMOAD shall be paid in full without any deductions
e. The Customer does not have any right of set off whatsoever
f. Unless otherwise stated in the Customer Application Form, the Customer shall be invoiced quarterly by SMOAD for all Charges under this Agreement incurred in the preceding month. The invoice will also include any recurring or standing charges due for the forthcoming month. Payment is due within fourteen (14) days of the invoice date, but SMOAD reserves the right to have payment on demand if the Customer fails to make timely payment of any previous invoices.
g. The time of payment of all sums due to SMOAD under this Agreement shall be of the essence of this Agreement.
h. SMOAD reserves the right to charge interest on all outstanding amounts owed to it and not paid in accordance with this Agreement. Until payment in full is received in cleared funds. Interest shall be charged monthly on all unpaid amounts, at an annual rate of 4% above Indian Bank plc’s base rate for the time being.
i. Interest shall accrue notwithstanding termination of this Agreement for whatever reason.
j. The Customer shall also pay all legal fees and other costs of collection of overdue amounts incurred by SMOAD, if any.
k. Not withstanding the above SMOAD reserves the right to immediately terminate the provision of the Services if payment in full is not made as and when it falls due SMOAD may, at any time amend the Services and/or the rates and fees it charges for the Services. Fees for renewal periods after the Initial Term shall be due and owing immediately upon the first day of such renewal period.
6. Security of Service
a. The Customer is wholly responsible for the safety and security of their SMOAD account and the equipment used by them to access the SMOAD network and services and must put in place such safeguards as necessary to prevent unauthorized use. The Customer is responsible for all persons who use their username and password to access the Service, whether authorized or not. SMOAD accepts no responsibility for costs incurred by the Customer from unauthorized usage of a customer’s account.
b. It is the Customers responsibility to ensure that each of its user reads and agrees to
terms and conditions.
7. Customer’s Responsibility
a. Any Customer found to be in breach of 5 (b)(i) will be immediately disabled, removed, and will be subject to a service fee upon termination. On such accounts all monies outstanding must be paid and refunds for any remaining months will not be given.
b. SMOAD will not tolerate bad language, verbal or threatening behavior either via phone, email or any other form of communication towards its staff and or representatives. SMOAD requires their customer to act in a polite and courteous. When faced with over demanding, threatening or abusive callers SMOAD staff and or representatives are empowered to terminate calls and suspend the Services immediately pending any investigation. SMOAD reserves the right to determine what constitutes abuse of their staff or services.
c. Customers are responsible for the security and integrity of their own systems and network infrastructure.
d. Customers are required to keep their user details safe and secure and are responsible for security and integrity of their own local network and email addresses.
8. Warranty:
a. SMOAD device covers 1 year warranty
b. SMOAD limited warranty applies only to hardware components of the Device that are not subject to accident, misuse, neglect, fire or damage from other external causes, alteration, (or) any repairs caused from manufacturing.
c. SMOAD does not endorse any of 3rd party products nor do we make any representations or warranties in connection with the products.
d. SMOAD is not liable to any damage or loss caused by you accessing services or using products outside the regions specified by regulatory.
9. Indemnification
a) The Customer agree to defend, indemnify, and hold SMOAD Networks, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to the Customer in connection with this agreement or the Service, harmless from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, reasonable legal fees) by, or on behalf of, the Customer or any third party or user of the Customer Service, relating to or arising out of the services, or its installation, or this agreement.
b) This paragraph shall survive termination of this agreement.
c) SMOAD will indemnify the Customer against all claims and proceedings arising from infringement of any intellectual property rights by reason of SMOAD’s provision of the Service to the Customer provided the Customer proves that such claims and proceedings are as direct result of some act or omission by SMOAD.
d) As a condition of this indemnity the Customer must:
I. Notify SMOAD promptly in writing of any allegation of infringement
II. Make no admission relating to any infringement;
III. Allow SMOAD to conduct all negotiations and proceedings and give SMOAD all reasonable assistance in doing so
IV. Allow SMOAD to modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification does not materially affect the performance of the Service.
10. Limited Liability
a) Under no circumstances, including negligence, shall SMOAD , its officers, agents or anyone else involved in creating, producing or distributing the Service be liable to the Customer or any third party, for any claims, causes of action or direct, indirect, incidental, special, or consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the Service; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to SMOAD Networks’ records, programs or services.
b) SMOAD shall have no responsibility whatsoever to the Customer or any third party for the accuracy or quality of information obtained through or in connection with its Services provided hereunder. Notwithstanding the above, Customer’s exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, tort including negligence, or otherwise, shall not exceed the amount which the Customer paid during the month immediately preceding the claim.
11. Termination (For Subscription Billing)
This Agreement may be terminated:
a) By either party, without cause, by giving the other party 30 days prior written notice; However in case the customer wishes to terminate the contract before the completion of 3 months(initial contract period), then the customer will be liable to pay the fixed charges for the remaining contract period.
b) By SMOAD at any time, upon 20 days’ prior notice if its sole judgment it believes the Customer has breached and or is breaching and or likely to breach provision of this Agreement and has not cured same by the end of the 20 days;
c) By SMOAD immediately in the event of non-payment by the Customer as provided in clause 3 above;
d) By SMOAD immediately at any time, without notice, if, in its sole judgment, the Customer is in violation of any terms or conditions.
e) Our company follows auto-dunning based on temporary and permanent disconnection process based on reason of non-payment. Customers can reach our call center / help desk numbers to verify such reasons for termination and raise service request to facilitate progress / continuation.
f) By SMOAD immediately if bankruptcy or insolvency proceedings are brought against the Customer; or if the Customer does not make any payment under a judgement of a Court on time, or makes an arrangement with its creditors; or a receiver, an administrative receiver or an administrator is appointed over any of its assets; or the Customer goes into liquidation; or a corresponding event under law If the Customer does not pay a bill.
12. Suspension of Services
a) SMOAD can suspend the Service at any time without notice if it believes that the Customer is not abiding by its various obligations set out in these terms and conditions. If there is any breach of 4a or if the Customer breaches this Contract or any other agreement the Customer has with SMOAD NETWORKS and fails to put right the breach within a reasonable time of being asked to do so;
b) If the Service is suspended, SMOAD will inform the Customer what needs to be done before it can be re-instated. However, the Customer must continue to pay for the Services
c) If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.
13. Additional Terms & Conditions
a) The Customer hereby acknowledges that the Customer has seen and reviewed a copy of SMOAD s “Usage Policy” provided in SMOAD’s Proposal document. SMOAD Networks reserves the right to amend the Usage Policy from time to time and the Customer shall be bound by any such amendments. In the event of any inconsistencies between this Agreement and the Usage Policy, the terms of the Usage Policy shall govern.
14. Notice
a) All notices must be sent either in writing or by email, except as otherwise expressly provided herein that a notice must be in writing. All notices to SMOAD shall be delivered to its address stated below or its email address as provided. All notices to the Customer shall be delivered to its mailing address or its email address as provided on the Customer Application Form. The parties may change their respective address by notice delivered to the other party. All notices delivered in writing must be sent either by overnight courier or certified mail, return receipt requested. Evidence of successful transmission of all notices delivered by email must be retained by the delivering party.
15. Usage and lawful limitations
a) Usage of SMOAD: Should be under Lawful purposes only. You may use our SMOAD hardware / services and your device only for purposes and in ways that are lawful, proper, and appropriate.
b) Monitoring: SMOAD may monitor the use of our Services for violations of the Terms of Use. SMOAD has rights to remove or block all communications if we suspect any violation, or if we think it necessary in order to protect our Services.
c) Disclosing information to the authorities and third parties: If SMOAD believes that you have used our services or your device for an unlawful purpose, we may forward the relevant communications and other information, including your identity, to the appropriate authorities for investigation and prosecution including your contact and type of service, length of service, MAC address, IP address, email address, and all other account information.
16. Call Recording
This Agreement sets forth the entire agreement between SMOAD and the Customer with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The Customer may not transfer or assign this Agreement without SMOAD s’ prior written consent.
a. Subject to Clause 18 below this Agreement shall be governed by the laws of India and all claims concerning this Agreement shall be brought exclusively in English courts located in England. The parties hereby consent to submit to the jurisdiction of such courts and waive any personal jurisdiction or venue defenses concerning said forum. The Customer is deemed to have agreed to this Agreement, when commencing use of any of SMOAD services.
b. If you are not able to sign and return to us the Customer Application Form and have decided to subscribe for the Services by an online application only the Consumer Protection (Distance Selling Regulations) will apply to this contract and you have a right to cancel your booking within 7 working days.
c. These terms and conditions relate only to the services and any equipment to be provided by SMOAD as set out in the Customer Application Form.
d. Please note that calls to SMOAD Networks may be recorded to help us in dispute resolution and for training purposes.
17. Equipment
a. Delivery will be complete when it is delivered to the address the Customer has nominated.
b. The risk in the Equipment passes to the Customer on delivery.
c. Title to the equipment will not pass to the Customer until the end of the Initial Period.
d. Sale Proceeds: POC (or) sold devices are NOT for Sale and only on deployment & returnable basis.
e. Shifting: Shifting will be permitted during contract period while change can be performed within premises until such time.
18. Replacement:
a. Arising out of reporting damaged device: Company to ensure deployment within a week (or) 7 working days on receipt of return shipment of primary device.
b. Arising from any additional configuration / special purpose customization: Calls for exchange of device to be fulfilled with appropriate customization in meeting the scope of work
c. Arising out of shipment damages: Company will consider replacing the same on confirmation form their logistics partner.
d. Until title to the Goods has been passed on to the Customer, the Customer shall:
– Not remove, deface, or obscure any identifying mark or packaging on or relating to the Equipment
– Maintain the Equipment in satisfactory condition
– Notify SMOAD immediately if it becomes subject to any of the events referred above
18. Return Policy:
On cancellation with written confirmation, the device should be shipped back in the same condition with proper packaging to the company’s corporate address in Chennai (within 15 days from receiving). SMOAD is not directly responsible for non-availability of LTE signals. If a faulty device is causing loss of signal strength, on confirmation from technicians, the device can be returned in its original condition. Deferred return commitment: Will be mostly discouraged and charged.
20. Cancellation of Services
Cancelled services will continue to function and be billed for until the date of cancellation of the services and all internal processes are complete.
21. Intellectual property rights:
SMOAD holds exclusive copyright on Content, materials, logos, service marks and trademarks which are protected and infringement would result in prosecution.
22. GOVERNING LAW AND DISPUTE RESOLUTION
These terms are governed by the laws of India and shall be subject to the exclusive jurisdiction of the courts at Chennai.
22.Dispute Resolution & Contact Information
In the event of a dispute between SMOAD and the Customer, the Customer in the first instance should contact SMOAD direct. Full company details are shown below. In the unlikely event that a complaint cannot be settled locally, the ITSPA Code of Practice contains an easily accessible dispute resolution scheme for the purpose of bringing such complaint to a satisfactory conclusion.
Phone Number:- 1800 419 5119
Email to:- sales@smoad.io / support@somad.io
