WBS - Main

A.	DEFINITIONS

“GRAVITY SOLUTIONS LTD” shall mean GRAVITY SOLUTIONS LTD registration number 262835 or any of its subsidiaries or related entities.

“GRAVITY SOLUTIONS LTD website” and “website” shall mean the website located at http://www.gravitysolutions.com.cy/ and shall include any page or part thereof.

“Recipient” means any person or persons, including both natural and legal entities that receive or are intended to receive any message(s) sent by a User using the services of GRAVITY SOLUTIONS LTD.

“Services” shall mean and include all services offered to Users by GRAVITY SOLUTIONS LTD.

“SMS” means a short message service provided by means of a text or data message to the handset either on request of the handset User or via a pre-configured batch process.

"Territory" means the Republic of Cyprus.

“User” shall mean any party who makes use of any of the GRAVITY SOLUTIONS LTD services or who uses or visits the GRAVITY SOLUTIONS LTD website.

B.	TERMS AND CONDITIONS

Persons using the GRAVITY SOLUTIONS LTD website (<http://www.gravitysolutions.com.cy/>) or make use of GRAVITY SOLUTIONS LTD services for any reason whatsoever subject themselves to and agree to the terms and conditions of GRAVITY SOLUTIONS LTD.

Users shall be bound by these terms and conditions and their use of GRAVITY SOLUTIONS LTD services will be in accordance with the provisions of Law 112(I)/2004 and of Law 138(I)/2001 of the Republic of Cyprus (as they have been amended). 

Registration and use of the GRAVITY SOLUTIONS LTD website and / or any use of the services which are offered by GRAVITY SOLUTIONS LTD shall automatically bind a User to these terms and conditions. Activation of the services shall be regarded as consent and acceptance by the User to all of these terms and conditions. Should a User not agree to all the terms and conditions of this service agreement, or cannot comply with these terms and conditions, the User should immediately terminate the registration process. The entity or person that is filled in under “User” during online registration and / or in the context of this Agreement is the entity that will be bound to these terms and conditions.

If a User is deemed to have ordered the service, GRAVITY SOLUTIONS LTD’s acceptance is expressly conditioned upon assent to all the terms and conditions, to the exclusion of all other terms. If these terms are considered an offer by GRAVITY SOLUTIONS LTD, acceptance is expressly limited to these terms. 

Users agree that all terms and conditions herewith published and / or stated shall be binding on the User and that should there be a contradiction between product-specific terms and conditions, and these terms and conditions, the product-specific terms and conditions shall apply. 

Neither these terms and conditions nor any information or data on the GRAVITY SOLUTIONS LTD website is an offer, but merely an invitation to do business on such terms and conditions. 

Accordingly, no agreements shall be concluded merely by sending a data message to the GRAVITY SOLUTIONS LTD website or its owners. Valid agreements require an acknowledgement of receipt from the GRAVITY SOLUTIONS LTD website or its owners.

GRAVITY SOLUTIONS LTD reserves the right to refuse to accept and/or execute an order or request without giving any reasons. GRAVITY SOLUTIONS LTD also reserves the right to cancel orders in whole or in part in its sole and absolute discretion. GRAVITY SOLUTIONS LTD shall only be liable to refund monies already paid by the User. 

By using the GRAVITY SOLUTIONS LTD website or services or communicating with GRAVITY SOLUTIONS LTD by electronic means, the User consents and acknowledges that any and all agreements, notices, disclosures, or any other communication satisfies any legal requirement, including but not limited to the requirement that such communications should be 'in writing'.

C.	CHANGES AND AMENDMENTS

GRAVITY SOLUTIONS LTD expressly reserves the right, in its sole and absolute discretion, to alter and / or amend any terms and / or conditions or any information on the GRAVITY SOLUTIONS LTD web site, without prior notice.

GRAVITY SOLUTIONS LTD reserves the right to change and amend its prices and rates without any notice.

D.	THE SERVICES

The delivery of SMS largely dependents on the effective functioning of network operators’ networks, network coverage and the SMS recipient’s mobile handset. GRAVITY SOLUTIONS LTD cannot guarantee the availability of the service or delivery of SMS messages and therefore will not be held liable for any loss that the Used may incur. GRAVITY SOLUTIONS LTD shall make all reasonable endeavours to ensure uninterrupted and continued use of the service.

GRAVITY SOLUTIONS LTD shall be entitled to modify, enhance, develop or discontinue its services to Users without notice.

GRAVITY SOLUTIONS LTD shall use its reasonable endeavours to provide the User with advance notice of any modification, suspension or termination of its services and shall endeavour to minimise the duration of any suspension thereof in so far as this is reasonably practicable.

GRAVITY SOLUTIONS LTD reserves the right to change or terminate the services and/ or alter these terms and conditions for provision of the service at any time.

Messages shall be deemed to have been delivered when GRAVITY SOLUTIONS LTD has sent the messages to the immediate destination that it is requested to do including, but not limited to, mobile telephone networks. 

E.	USER ACKNOWLEDGEMENTS AND UNDERTAKINGS

Users acknowledge and understand that GRAVITY SOLUTIONS LTD acts as a conduit for the provision of information and content. 

Users acknowledge that GRAVITY SOLUTIONS LTD shall not be responsible or liable for any content transmitted and that full responsibility for content shall rest on the User. 

Users shall observe all relevant Legislation and Regulations applicable in the Republic of Cyprus and in the jurisdiction of all persons to whom they cause messages to be delivered. It shall be the sole responsibility of Users to ensure awareness of all applicable Laws, Regulations of the Republic of Cyprus and Codes of Conduct to which they may be subject and to ensure compliance therewith.
Users acknowledge and undertake that the phone numbers or any other information of the Recipients was obtained with the express consent of the Recipients, as provided by Law 112(I)/2004 and Law 138(I)/2001. 

And the User confirms that the information used for transmitting SMS to Recipients has been obtained with the consent of the Recipients as provided by sections 4 and 106 of Law 112(I)/2004 (as it has been amended).

Users shall comply with the provisions of Law 112(I)/2004, Law 138(I)/2001  and of any other Law and Regulation of the Republic of Cyprus and shall not do, nor omit to do, anything that would result, directly or indirectly, in any breach by GRAVITY SOLUTIONS LTD or by the User of any requirement or provision of any applicable legislation, Regulations, failing which GRAVITY SOLUTIONS LTD shall be entitled to immediately suspend or terminate the provision of services to the User and the User shall have no further claim of any nature against GRAVITY SOLUTIONS LTD whatsoever, including claims for re-imbursement, refund, compensation or damages.

Users hereby indemnify GRAVITY SOLUTIONS LTD against any fine imposed on GRAVITY SOLUTIONS LTD or any damages suffered by GRAVITY SOLUTIONS LTD as a result of any act or omission of a User that amounts to a breach of any section of Law 112(I)/2004 and of Law 138(I)/2001 and of any other applicable Law or Regulation. Upon notification of any such fine or damages, Users agree to immediately pay the amount of such fine or damages to GRAVITY SOLUTIONS LTD. Any amount not paid to GRAVITY SOLUTIONS LTD within 24 hours of notification thereof shall accrue interest at the maximum rate permitted in Law.

Users shall ensure that all information and content provided through the SMS service conforms in all respects with Law 112(I)/2004 and Law 138(I) /2001 and of any other applicable Law or Regulation and it shall be the responsibility of Users to familiarise themselves with the said Laws.

Users may not use, or knowingly allow others to use, the SMS service for any purpose that may bring GRAVITY SOLUTIONS LTD’s name into disrepute, or for any purpose that, in GRAVITY SOLUTIONS LTD’s sole and absolute discretion, is improper, immoral or undesirable.

Users shall not permit, do, nor omit to do, anything which might have the effect of prejudicing or impeding the bona fide activities of GRAVITY SOLUTIONS LTD or the interests or goodwill of GRAVITY SOLUTIONS LTD, nor any network operator.

Users may not use GRAVITY SOLUTIONS LTD’s services to send messages without reasonable cause nor for the purpose of causing annoyance, inconvenience or distress to any person.

In the event of any transgression of any applicable Law, Regulation, Code of Conduct, or any provision of these terms and conditions, or in the event of any complaint against a User be received by GRAVITY SOLUTIONS LTD, then GRAVITY SOLUTIONS LTD may in its sole and unfettered discretion suspend or terminate services to a User without a refund of credits and without prejudice to any other rights that it may have in Law or in terms of these terms and conditions. 

Users acknowledge and agree that all SMS sent through the systems of GRAVITY SOLUTIONS LTD may be stored and processed and can be audited by GRAVITY SOLUTIONS LTD or any other person acting on behalf of GRAVITY SOLUTIONS LTD at any time to ensure compliance with these terms and conditions and any applicable Law, Regulations or Code of Conduct. 

No database containing mobile phone numbers or any other information relating to the Recipients will be stored and / or processed by GRAVITY SOLUTIONS LTD for any purpose whatsoever, except where this is a requirement prescribed by any applicable Law, Regulations or Code of Conduct.
F.	WEBSITE REGISTRATION AND SECURITY

To register to make use of the services, a User must complete the registration process and must provide GRAVITY SOLUTIONS LTD with up to date, complete and accurate information as requested by GRAVITY SOLUTIONS LTD. Failure to provide accurate and complete information on registration may result in termination of the services. A User may also be required to choose a Username and Password. Users are responsible for maintaining the confidentiality of their Usernames and Passwords and Users undertake not to divulge their Username and Passwords to any other person.

A User is entirely responsible for any and all activities that occur under its account and a Users shall be strictly liable to make payment of all charges incurred under its account whether or not these charges are incurred by the User or any other person, authorised or unauthorised, intentionally or unintentionally, or as a result of any virus, hack or security breach.

Users agree to notify GRAVITY SOLUTIONS LTD immediately of any unauthorized use of its account or any other breach of security. 

It is expressly prohibited for any person, natural or legal to gain unauthorised access to any page on this web site, or to deliver or attempt to deliver any unauthorised, damaging or malicious code to this web site. Any person who delivers or attempts to deliver any unauthorised, damaging or malicious code to this web site or attempts to gain unauthorised access to any page on this web site shall be held criminally liable, and in the event that GRAVITY SOLUTIONS LTD should suffer any damage or loss, civil damages will be claimed.

G.	PRIVACY

GRAVITY SOLUTIONS LTD will not monitor, edit, process or disclose any personal information about the User or the User's GRAVITY SOLUTIONS LTD account, phonebook and message content other than in the normal course of the use of the services, without the User's prior permission unless GRAVITY SOLUTIONS LTD has a bona fide belief that such action is necessary to conform to legal requirements or comply with legal process; protect and defend the rights, property or legally protectable interest of GRAVITY SOLUTIONS LTD, the User or other third party; enforce any of the provisions of these terms and conditions or protect GRAVITY SOLUTIONS LTD 's business or reputation. 

The User agrees that GRAVITY SOLUTIONS LTD may access its account, and message contents in order to respond to service or technical issues and may communicate with the User from time to time for purposes including, but not limited to communicating information regarding any updates, upgrades, notices, or other information. 

A recipient of a message has the right to know the identity of the sender, and this will be disclosed on request to the recipient.

Users agree that they shall not violate any Laws, Regulations or applicable Codes of Conduct relating to the protection of personal information of Recipients, including but not limited to names, addresses, email addresses, landline and mobile telephone numbers and shall not disclose the personal information of Recipients to any third party save without the express consent of the Recipients or where specifically required by Law to do so.

H.	PAYMENT AND PRICES

Set up Fee: ………FREE……

Minimum Number of sent SMS messages for the duration of the Agreement: 1000 SMS Messages




Charge per group of SMS:

If the package of SMS is between: 
Number of SMS	€ cent per message	
1 - 4000	2.00	
4001 - 10000	1.50	
10001 -  ∞	1.30	
The above prices do not include VAT.

Invoices will be paid at same day issue by bank transfer or cash or cheque.

The invoice will be sent by email or fax and subsequently by mail.

Without prejudice to any other right that it may have in Law, GRAVITY SOLUTIONS LTD shall have the right to suspend or disable the operation of any User account and the provision of services to any User where payment of all charges have not been made in full by the due date, or where GRAVITY SOLUTIONS LTD reasonably suspects that payment has been made or effected by fraudulent means.

USER WARRANTIES AND USER OBLIGATIONS

Users warrant that:

Recipients of any commercial messages have a recent prior commercial relationship with the User and would reasonably expect to receive marketing communications from the User; and / or recipients have either requested the receipt of messages from the User or expressly consented thereto.

They shall comply with all applicable Laws and Regulations of the Republic of Cyprus and the Laws and Regulations of the jurisdiction of all persons to whom they cause messages to be delivered.

They shall include their own contact details and identifying particulars in their messages to ensure that complaints are directed at them and not at the network operator and / or GRAVITY SOLUTIONS LTD.

They shall not send unlawful, abusive, harassing, threatening, improper, immoral or obscene messages to any Recipient or any other person or persons, including both natural and legal entities.

And

They shall not engage in any fraudulent act in connection with any of the services offered by GRAVITY SOLUTIONS LTD nor in connection with payment therefore.

I.	BREACH

Where a User breaches any of these terms and conditions, including terms relating to payment of any amount due to GRAVITY SOLUTIONS LTD then, without prejudice to any of its legal rights, GRAVITY SOLUTIONS LTD shall be entitled to, inter alia:

Cancel its agreement with the User; suspend or terminate the provision of services to the User; suspend, disable or terminate the User’s account/s; sue the User and / or claim damages.

Where a User account is suspended or terminated due to any breach of these terms and conditions, GRAVITY SOLUTIONS LTD reserves the right to also suspend or terminate all other accounts registered by, or on behalf of the User, such User, as well as suspend or terminate any account registered by any other person or persons whom GRAVITY SOLUTIONS LTD, in its sole and unfettered discretion believes is affiliated with the User concerned.



J.	LIMITATION OF LIABILITY, WARRANTEES AND INDEMNITIES

The provisions of this section specify the entire liability of GRAVITY SOLUTIONS LTD whether arising in contract, delict or otherwise and shall survive termination of this agreement for any reason.

The user hereby indemnifies and holds GRAVITY SOLUTIONS LTD harmless against any and all damages, liabilities, fines and risks that may follow from the transgression of these terms and conditions.

GRAVITY SOLUTIONS LTD shall not be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use the GRAVITY SOLUTIONS LTD website or the services or content provided from and through the website or the services. Furthermore, gravity solutions ltd makes no representations or warranties, implied or otherwise, that, amongst others, the content, technology and services available are free from errors or omissions or that the service will be 100% uninterrupted and error free.

The GRAVITY SOLUTIONS LTD web site and / or services are supplied on an "as is" basis and have not been compiled or supplied to meet the User's individual requirements. It is the sole responsibility of the User to satisfy itself prior to entering into this agreement with GRAVITY SOLUTIONS LTD that the service available will meet the User's individual requirements.

Users are fully and exclusively liable for any and all risk resultant from the use of the services.

Users agree to hold GRAVITY SOLUTIONS LTD harmless and indemnify GRAVITY SOLUTIONS LTD fully against any claim by any third party or public authority, including message Recipients, as a result of any systems failure, message delivery failure, message corruption, interruption or termination of services, breach of privacy or breach of data security. 

Users indemnify and hold GRAVITY SOLUTIONS LTD harmless against all damages, awards, penalties or legal costs claimed or imposed by any party as a result of any action, commission or omission by a User that constitutes a breach or contravention of any legislation, Regulations, Code of Conduct or network provider codes of practice or acceptable usage policies. 

Users indemnify and hold GRAVITY SOLUTIONS LTD harmless against any claims, actions or damages from any party as a result of the fraudulent or unauthorised use of the User’s Username and password or loss thereof.

GRAVITY SOLUTIONS LTD shall not be liable to Users in any circumstances for any indirect, contingent or consequential loss (including, but without being limited to, loss of revenue, loss of business or loss of profits) sustained or incurred by the User, howsoever arising.

Without derogating from the foregoing, in no event shall GRAVITY SOLUTIONS LTD be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use or unauthorised use of the services, whether such damages arise in contract, delict under statute, in equity, at Law or otherwise.

K.	SEVERABILITY

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these terms and conditions is found to be unenforceable or invalid, such term(s) or condition(s) shall be severable from the remaining terms and conditions. The remaining terms and conditions shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable. 


L.	PROPRIETARY RIGHTS

All content, trademarks and data on this web site, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, trademarks and designs are the property of or licensed to GRAVITY SOLUTIONS LTD, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the User herein, all other rights to all intellectual property on this site is expressly reserved.

GRAVITY SOLUTIONS LTD shall grant a User an individual, personal, non-sub licensable, non-exclusive and non-transferable license ("the License") to use its proprietary software and / or application service, in object code form only, and only in accordance with the applicable Recipient documentation, if any, and only in conjunction with the GRAVITY SOLUTIONS LTD services. The User may not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software/ application; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software/application; use the software/application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with regard to GRAVITY SOLUTIONS LTD products and/or services. 

Content from the GRAVITY SOLUTIONS LTD website may not be used or exploited by Users for any commercial and non-private purposes without the prior written consent of GRAVITY SOLUTIONS LTD.

M.	LINKING AND FRAMING

Any third party site may link to this web site provided that such a link is directed at the home page of this web site. It is expressly prohibited for any person, business, entity or web site to link to any page other than the home page of this web site, without the prior written approval of GRAVITY SOLUTIONS LTD.

Linked web sites or pages are not subject to the control of GRAVITY SOLUTIONS LTD. GRAVITY SOLUTIONS LTD shall not be held responsible or liable, directly or indirectly, in any way for the contents, use, or inability to use or access any linked web sites or any links contained in a linked web site.

It is expressly prohibited for any person, business, entity, or web site to frame any page on this web site, including the home page, in any way whatsoever, without the prior written approval of GRAVITY SOLUTIONS LTD.

N.	APPLICABLE LAW

These terms and conditions shall be governed by, construed and interpreted in accordance with the Laws and Regulations of the Republic of Cyprus. The GRAVITY SOLUTIONS LTD website is controlled and operated from the Republic of Cyprus, and thus the Laws of the Republic of Cyprus govern the use of the web site.
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