Terms of service

1. Who these terms are between

These terms are an agreement between SMSPro Communications Ltd, a company registered in Gibraltar under number 118472 with its registered office at Suite 4, Watergardens Block 6, Waterport Road, Gibraltar GX11 1AA (we, us, SMSPro), and the company that opens an account with us (you, the client).

They apply together with the order form or statement of work that sets out your plan, markets and pricing, and with the data processing agreement described in our privacy policy. Where an order form and these terms conflict, the order form wins for the point it addresses. Together they are the entire agreement between us.

The agreement starts when you sign an order form or when you first send traffic through the platform, whichever comes first. The person accepting these terms confirms they have authority to bind the client.

2. Business to business only

The service is supplied to businesses acting in the course of a trade. It is not offered to consumers, and no consumer contract rights arise under it. You confirm that you are not contracting as a consumer and that you are acquiring the service for your own business use.

We are a messaging provider. We do not operate gaming, we do not accept or place wagers, we do not hold player funds, we do not promote gaming under our own name, and we have no relationship with your players. Every message we deliver goes out under your brand, your sender identity and your licence, and you remain the operator of record for it in every market it reaches.

3. Your licences and regulatory standing

You warrant, on the date of the order form and continuously afterwards, that:

• you hold every gaming licence, permission, registration and approval required to offer your products in each market you ask us to send into, and each is valid and in good standing;
• you are entitled to use the brand names, sender identities and short codes you submit for registration, and their use in each market does not infringe anyone else's rights;
• you comply with the advertising, bonus disclosure, affordability and responsible gambling rules of every market you send into, including any rules on the timing, frequency and content of direct marketing;
• neither you nor any beneficial owner is subject to sanctions, and you will pass the ownership and licence checks we run before a bind is provisioned.

You will tell us without delay if a licence is suspended, surrendered, varied or revoked, or if a regulator opens an enforcement action that touches your messaging. We may then suspend traffic to the affected market. Licence-aware routing blocks traffic addressed to markets not on your file, but that control is a safety net for your compliance function, not a substitute for it. Read the compliance page for how the controls work in practice.

4. Your account

We provision accounts for named users at your direction. You are responsible for keeping credentials confidential, for enrolling users in multi-factor authentication, for removing access when someone leaves, and for everything done through your account and API keys. Tell us if you believe an account or key has been compromised so we can rotate it. You must not share logins between people or resell platform access to a third party without our written agreement.

5. Consent and the content of your messages

This is the clause that matters most. You are the data controller for every number you load and every message you send. We act as processor on your documented instructions. In particular:

• you must hold a valid, current and demonstrable legal basis to send marketing to each recipient, obtained in a way that satisfies the law of the recipient market;
• you must be able to evidence that basis. Every number should carry a consent ledger entry recording its source, timestamp and the exact wording shown at the point of opt-in;
• you own the content of your messages, including offers, terms, bonus conditions and any responsible gambling wording a market requires;
• you must honour opt-outs. STOP and HELP handling, quiet hours, cadence caps and self-exclusion suppression are enforced by the platform, and you must not attempt to circumvent them or re-add a suppressed number;
• you must not send to a number obtained from a purchased, scraped, rented, appended or co-registration list. Lists of this kind are the single most common cause of route loss for everyone on a shared bind.

6. Acceptable use

You must not use the service to:

• send to recipients who have not given you a valid legal basis for contact;
• send to a market where you hold no licence, or attempt to route around jurisdiction guardrails by mislabelling destination data;
• misrepresent the sender, spoof another brand's identity, or use a sender ID you are not registered to use;
• send messages that are unlawful, deceptive, defamatory, obscene, or that target minors or self-excluded players;
• disguise the commercial nature of a message, omit required responsible gambling wording, or strip the opt-out mechanism;
• probe, load-test without agreement, reverse engineer, or interfere with the platform, its binds or another client's traffic;
• use grey routes, SIM farms or any delivery path that circumvents a carrier's commercial terms.

Anyone can report a message sent through our network. How reports are handled, and what we ask of the sender, is set out in our abuse policy, which forms part of these terms.

7. Suspension

We may suspend a campaign, a sender identity, a market or an entire account where we reasonably believe traffic lacks demonstrable consent, where complaint or opt-out rates breach carrier thresholds, where a carrier or regulator requires it, where a licence warranty has failed, where the platform is at risk, or where an invoice is materially overdue and unremedied after written notice.

Suspension for non-consented traffic is immediate and is not a step we negotiate in the moment: a single bad file can cost a bind that hundreds of other campaigns depend on. We tell you what triggered it and what evidence would lift it, normally a consent ledger export for the affected numbers. Suspension does not suspend your obligation to pay for service already delivered. Repeated or deliberate breach of clause 5 or clause 6 entitles us to terminate for cause.

8. Service levels

We target 99.9% monthly availability of the platform API and console, measured excluding scheduled maintenance notified in advance, force majeure, faults in your own systems or integrations, and any period of suspension under clause 7. Where availability falls below that target in a calendar month, your remedy is a service credit against the following month's platform fee, calculated on the published scale and claimable by written notice during the following month. Service credits are the sole and exclusive remedy for missed availability.

Delivery rates, latency figures and read rates published on this site are drawn from aggregated client traffic and describe past performance across many markets. They are not a contractual commitment for your traffic, because the final hop belongs to a mobile network we do not own. What we do commit to is route quality: no grey routes in your mix, direct binds where they exist, and continuous route scoring with automatic failover.

9. Fees and billing

• Two lines, always separate. A monthly platform fee covers segmentation, automation, attribution and support at your plan level. Messaging is charged per message, priced by destination market and route tier.
• You are billed on carrier delivery receipts. A message that is not confirmed delivered by the carrier is not charged, and neither is a message blocked by a guardrail before it leaves the platform. Delivery receipts are the billing record and are available to you in full.
• Overage is not a penalty. Volume above your plan allowance is billed at your standard per-message rate for that market, and we move you to the right plan at the next renewal rather than charging a premium.
• Invoicing. Platform fees are invoiced monthly in advance, messaging monthly in arrears, in the currency on your order form. Payment is due thirty days from the invoice date unless the order form says otherwise. Late sums carry interest at 4% above the Bank of England base rate, accruing daily.
• Taxes. Fees are exclusive of VAT and any other applicable tax, which is added where due. Where you must withhold tax, the amount payable is grossed up so we receive what we would have received without the withholding.
• Disputes. Query an invoice line in writing before the due date and we will hold that line while we look at it. The rest of the invoice remains payable.
• Price changes.Carrier pricing moves. We may change per-message rates on thirty days' written notice, and you may terminate the affected market without penalty before the change takes effect. Platform fees are fixed for the current term. Current plans are on the pricing page.

10. Term and termination

Growth and Operator plans run for an initial ninety days and then continue month to month until either party gives thirty days' written notice. Network plans run for the annual term on the order form and renew for successive annual terms unless either party gives sixty days' notice before renewal. Either party may terminate immediately for a material breach that is not remedied within thirty days of written notice, or if the other becomes insolvent.

On termination your access ends, undisputed sums fall due, and we delete or return your recipient data at your election under the data processing agreement. Dedicated short codes and sender registrations we hold on your behalf are released or transferred where the carrier permits it. Clauses that by their nature should survive, including confidentiality, data protection, liability and governing law, do survive.

11. Data protection

Each party complies with applicable data protection law. You are the controller for recipient data and we are your processor. The data processing agreement, incorporated into this contract, contains our Article 28 terms, the sub-processor list and the transfer mechanisms, all summarised in the privacy policy. Where we process the personal data of your staff as account contacts, we do so as controller and the privacy policy governs it.

12. Intellectual property and confidentiality

We own the platform, its software, routing logic, documentation and marks, and nothing here transfers that to you. You get a non-exclusive, non-transferable right to use the platform during the term for your own business. You own your data, your lists, your content and your brands, and you grant us only the licence needed to deliver the service. We may use anonymised, aggregated performance data that identifies neither you nor any recipient to operate and improve routing.

Each party keeps the other's confidential information confidential, uses it only for this agreement, and protects it with at least reasonable care. This does not cover information that is public through no breach, independently developed, or required to be disclosed by law or a regulator. We will not name you as a client in public marketing without your written agreement.

13. Warranties and disclaimers

We warrant that we will supply the service with reasonable skill and care, using appropriately qualified people, and that we hold the rights needed to supply it. Beyond that and to the extent the law allows, the service is supplied without further warranty. We do not warrant uninterrupted or error-free operation, and we do not warrant the behaviour of a mobile network operator, an aggregator, a handset or a recipient. We are not responsible for the commercial result of a campaign.

14. Liability

Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, neither party is liable for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, or for indirect or consequential loss, however arising. Each party's total aggregate liability arising out of this agreement in any twelve month period is capped at the total fees paid or payable by you in the twelve months before the first event giving rise to the claim.

The cap does not apply to your obligation to pay fees, or to your indemnity below. You indemnify us against claims, fines and reasonable costs arising from your breach of clause 3, clause 5 or clause 6, from the content of your messages, from your lack of a valid legal basis for contacting a recipient, or from a regulatory action in a market where you were not properly licensed.

15. General

• Changes.We may update these terms to reflect changes to the service, to carrier requirements or to the law, on thirty days' written notice to your account contacts. If a change materially disadvantages you, tell us during that period and you may terminate the affected service without penalty.
• Force majeure. Neither party is liable for failure caused by an event outside its reasonable control, including carrier outages, government action, and failures of public networks or utilities.
• Assignment.Neither party may assign without the other's written consent, except to a group company or in connection with a merger or sale of substantially all of its business.
• Notices. Contractual notices are given in writing to the account contacts on the order form, copied to hello@smspro.agency for us.
• No partnership. Nothing here creates a partnership, joint venture or agency between us. Neither party may bind the other.
• Severance and waiver. If a provision is unenforceable, the rest stands. A delay in enforcing a right is not a waiver of it.
• Third parties. No one who is not a party to this agreement has a right to enforce any of it.

16. Governing law and jurisdiction

This agreement and any dispute or claim arising out of it, including non-contractual ones, are governed by the law of Gibraltar. The courts of Gibraltar have exclusive jurisdiction, and both parties submit to them. Before starting proceedings, each party agrees to escalate the dispute to a senior representative of the other and to attempt in good faith to settle it. Nothing in this clause prevents either party seeking urgent injunctive relief in any competent court.

If you want any of this explained before you sign, ask us through the contact page and we will walk through it clause by clause.