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Terms and Conditions

1. the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this agreement;
1. information that is by its nature confidential;
2. information that is designated by the Disclosing Party as confidential; and
3. information the Receiving Party knows, or ought to know, is confidential;
2. all notes and other records prepared by the Receiving Party based on or incorporating information referred to in paragraph (a); and
3. all copies of the information, notes and other records referred to in paragraphs (a) and (b), but excludes information that:
4. the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or
5. Is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted discloses).

1. act of God, lightning, storm, flood, fire, earthquake, explosion cyclone, tidal wave, landslide or adverse weather conditions;
2. act of public enemy, war (declared or undeclared), act of terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion or epidemic;
3. the effect of any applicable laws, orders, rules or regulations of any government or other competent authority;
4. embargo, power or water shortage or lack of transportation;
5. any External Factors; or
6. Any other event beyond the reasonable control of a party.

1. patents, copyright, rights in circuit layouts, designs, registered designs, trade and service marks, trade names and any right to have confidential information kept confidential;
2. any application or right to apply for registration of any of the rights referred to in paragraph (a); and
3. All rights of a similar nature to any of the rights in paragraphs (a) and (b) which may subsist anywhere in the world (including Australia).

1. the common law and equity;
2. any statute, regulation, by-law, ordinance or subordinate legislation (including the Privacy Laws); or
3. any licence, permit, authorisation, accreditation, code of practice, code of conduct, order, direction or other requirement which is enforceable against the Customer or Fantasy SMS (as the case may be) or which is issued under an instrument referred to in paragraph (b),

1. the Privacy Act, the Health Records Act 2001, the Spam Act 2003  and the Do Not Call Register Act 2006
2. all codes, guidelines, service standards and procedures issued by a Governmental Agency; and
3. all other laws, rules and regulation in any relevant jurisdiction,

1. the MXT portal (or any related platform);
2. Fantasy SMS’s application programming interfaces; and
3. Any other tools specifically made available to the Customer by Fantasy SMS to enable the Customer to receive the benefit of the Services.

1. headings are for ease of reference only and do not affect the meaning of this agreement;
2. the singular includes the plural and vice versa and words importing a gender include other genders;
3. other grammatical forms of defined words or expressions have corresponding meanings;
4. a reference to a clause, paragraph, schedule or attachment is a reference to a clause or paragraph of or schedule or attachment to this agreement and a reference to this agreement includes any schedules and attachments;
5. a reference to a document or agreement, including this agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
6. a reference to a party includes its executors, administrators, successors and permitted assigns;
7. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
8. any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;
9. any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;
10. words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and

1. provide the Services to the Customer in accordance with this agreement; and
2. permit the Customer to access and use the Web Tools for the purposes of receiving the benefit of the Services,

1. Services means initially, the Messaging Services and any such other Additional Services as agreed between Fantasy SMS and the Customer (where such agreement shall be evidenced by the Customer purchasing such Services using the Web Tools) from time to time.
2. For the avoidance of doubt:

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1. When you use the Fantasy SMS Systems to transmit a Message, the Message may flow through the systems of several Suppliers (together, the Supplier Chain) before actually being delivered to the Message Recipient’s handset or otherwise.
2. If the Supplier Chain includes one or more Suppliers, your Message is considered to be delivered by Fantasy SMS once it has been transmitted from the Fantasy SMS Systems to the first Supplier in the Supplier Chain in a form and a manner that allows that Supplier to deliver the Message to the next Supplier in the Supplier Chain or to the Message Recipient (as the case may be).
3. Actual delivery of a Message to the Message Recipient is dependent on the effective functioning of the Suppliers’ infrastructure, network coverage and the Message Recipient’s mobile handset.
4. Having regard to clause (i), (ii) and (iii), if the Supplier Chain includes one or more Suppliers, the Services do not include the actual delivery of a Message to the intended Message Recipient and Fantasy SMS does not accept responsibility for any failure of, or delay in, the delivery of a Message to a Message Recipient provided that Fantasy SMS has delivered the relevant Message to the first Supplier in the Supplier Chain in a form and a manner that allows that Supplier to deliver the Message to the next Supplier in the Supplier Chain or to the Message Recipient (as the case may be).
5. If the Supplier Chain does not include any Suppliers, Fantasy SMS’s responsibility for any failure of, or delay in, the delivery of a Message to a Message Recipient is limited in accordance with this agreement.

1. The Customer must:

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1. at the Customer’s cost, provide appropriate access devices, software, operating conditions, cabling, telephone lines, modems and internet connections required for it to access the Web Tools and otherwise receive the benefit of the Services;
2. ensure that no unauthorised use is made of the Web Tools, whether through the Customer’s Primary Account or any Sub Account;
3. comply with all of Fantasy SMS’s operating and security requirements and procedures relating to:

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1. access to the Web Tools; and
2. the use of the Services,

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9. other than as expressly permitted under this agreement, not obtain (nor attempt to obtain) any access to, or interfere with:

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3. any programs or data of Fantasy SMS, a Supplier or any other client of Fantasy SMS; or
4. any part of the Fantasy SMS Systems or any Supplier’s systems, hardware, software or networks of a Supplier; and

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10. Not introduce any Harmful Code into the Fantasy SMS Systems or the systems, hardware, software or networks of any Supplier.

2. If the Customer becomes aware of or suspects that a breach of any of the obligations set out in paragraph (a) has occurred, the Customer must promptly notify Fantasy SMS, in which case Fantasy SMS may take such action as it considers appropriate (which may include changing the Customer’s passwords and other security information).

1. Notwithstanding anything else in this agreement, Fantasy SMS does not undertake, warrant or guarantee that the Services (including access to the Web Tools or other Fantasy SMS Systems) will be uninterrupted, continuous or error free.
2. The Customer acknowledges and agrees that the Customer’s use of the Services is dependent on, and affected by, a number of environmental and other factors outside of the reasonable control of Fantasy SMS, including the systems hardware and software of any services provided by Suppliers (External Factors). Subject only to clause 17.4, Fantasy SMS will have no liability whatsoever relating to any failure of, or interruption in the performance of, the Services resulting from any External Factors. In the event of failure of the Services, Fantasy SMS will use reasonable commercial endeavours to restore the Services to an operational state with the minimum practicable delay.
3. The Customer acknowledges that, from time to time:

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1. Fantasy SMS will conduct routine and other maintenance on the Website and the Fantasy SMS Systems; and
2. the Suppliers will conduct routine and other maintenance on their respective systems, hardware, software and networks,

4. The Customer acknowledges and agrees that Fantasy SMS may, in its sole discretion and to the maximum extent allowed by Law, suspend the Services (including the Customer’s access to the Web Tools) in any of the following circumstances:

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1. Fantasy SMS wishes to repair, improve, and/or upgrade the underlying technology of the Fantasy SMS Systems;
2. Fantasy SMS’s access to any system, software, hardware or network of any Supplier is suspended for any reason;
3. Fantasy SMS is required to do so by any Governmental Agency or Supplier; or
4. for any other justifiable reason, including but not limited to, circumstances where the Customer (or the Customer’s Sub Account Nominees) in Fantasy SMS’s opinion are in breach of this agreement, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

1. warrants that all information provided in the Customer Request and any other information provided to Fantasy SMS in the course of using the Fantasy SMS Systems is complete and accurate;
2. must keep the Customer’s Primary Account information current and accurate; and
3. Must keep all of the Customer’s Primary Account information (including the Customer’s password and account name) confidential and secure.

1. obtain and maintain throughout the term of this agreement all relevant licences, approvals, permits and certificates:

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1. required in respect of delivery of the Messages; and
2. otherwise required in order to receive the benefit of the Services;

2. comply with all applicable Laws and industry codes and practices; and
3. Comply with Fantasy SMS’s directions, policies and procedures relating to the use of the Fantasy SMS Systems and the delivery of the Services.

1. for sending any communication or Message which:

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1. is defamatory, abusive or of a vulgar, obscene or menacing nature;
2. is false, inaccurate, misleading or unlawful;
3. is invasive of a person’s privacy;
4. is hateful or racially, ethnically, or otherwise objectionable; or
5. Fantasy SMS determines to be otherwise offensive or inappropriate;

2. for the persistent sending of Messages without a reasonable cause or for the purpose of causing annoyance, inconvenience or distress to any person;
3. in a way that contravenes:

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1. any applicable Law (including the Privacy Laws) or industry code or practice; or
2. any other rules or guidelines posted on the Website or otherwise notified to the Customer by Fantasy SMS from time to time;

4. in any way that may have a detrimental effect on the goodwill or good standing of Fantasy SMS or any Supplier;
5. in a way that may expose Fantasy SMS or any Supplier to the risk of any legal or administrative action including prosecution under any Laws;
6. to transmit any communication or Messages that may harm a minor in any way;
7. to send unsolicited electronic commercial messages where the recipient has not consented to receive such messages;
8. to interfere with or disrupt Fantasy SMS’s business, or the services, hardware, software or networks of any Supplier;
9. in a way that would infringe any person’s Intellectual Property Rights or other rights; or
10. In any other way that contravenes the requirements of any Supplier as notified to the Customer from time to time (which notification may be given in accordance with clause 21 or by posting a notice on the Website to that effect).

1. Without limiting clause the Customer shall comply at all time with Fantasy SMS’s Acceptable Use Policy.
2. Where Fantasy SMS makes an amendment to the Acceptable Use Policy, it shall have immediate effect following the amendment first being published on the Website.

1. The Customer:

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1. is solely responsible for all Messages (whether submitted or submitted on the Customer’s own behalf or on behalf of a third party);
2. must inform Fantasy SMS as soon as possible if the Customer suspects or becomes aware of any unauthorised use of the Customer’s Primary Account or any related Sub Account; and
3. Acknowledges and agrees that Fantasy SMS has no editorial control over the Messages and is under no obligation to review, moderate, amend or modify the Messages as part of the Services.

2. The Customer acknowledges and agrees that, notwithstanding paragraph (a) (iii), Fantasy SMS and the Suppliers may, in their absolute discretion, monitor the Messages transmitted using the Fantasy SMS Systems.
3. The Customer must bear all costs arising out of any complaints made in connection with the Messages (including complaints made by any Governmental Agency).

1. on request by Fantasy SMS from time to time, provide Fantasy SMS with volume forecasts for the use of the Services and such other information that Fantasy SMS may reasonably request concerning the Customer’s use of the Services; and
2. Provide Fantasy SMS with revised volume forecasts for its use of the Services if the Customer anticipates, from time to time, that there is likely to be a significant increase or decrease in its use of the Services.

1. Fantasy SMS reserves the right to modify this agreement at any time.
2. By using the Services, the Customer agrees that Fantasy SMS may provide it with notice of a change to this agreement by publishing the amended agreement on the Website. Such notice will be effective and binding on the Customer from the date that the amended agreement is first published on the Website.
3. The Customer must regularly check the Website to ensure that it is complying with the most current version of this agreement.
4. Fantasy SMS will use its best endeavours to update the version reference at the head of this agreement following any amendments to its terms in accordance with this clause 4.

1. Upon being requested to do so by the Customer in the manner designated by the Fantasy SMS Systems, Fantasy SMS may, in its absolute discretion, create one or more Accounts (each a Sub Account) that are linked to the Customer’s Primary Account.
2. The existence of a Sub Account does not of itself create a separate agreement for Services between Fantasy SMS and the Sub Account Nominee and this agreement shall apply to all Services provided in respect of the Customer’s Primary Account and any related Sub Account.

1. unconditionally guarantees to Fantasy SMS the punctual observance and performance by each of its Stand Alone Sub Account holders of their respective obligations to Fantasy SMS arising under their respective agreement in relation to the Services; and

3. indemnifies Fantasy SMS and its Personnel (those indemnified), and will hold those indemnified harmless, against all Damages suffered or incurred by any or all of those indemnified arising, directly or indirectly, out of or in connection with:

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1. a breach by a Stand Alone Sub Account holder of its agreement with Fantasy SMS for the Services;
2. any negligent or fraudulent act, error or omission by a Stand Alone Sub Account holders, its personnel, agents or Message Recipients;
3. loss of or damage to any property or injury to or death of any person caused by any act or omission by a Stand Alone Sub Account holder, a Stand Alone Sub Account holder’s personnel, agents, or Message Recipients; or
4. Any Claim by a third party (including any Supplier or Message Recipient) against Fantasy SMS relating to the Services or the subject matter of the Fantasy SMS’s agreement with a Stand Alone Sub Account holder.

1. The Message Costs charged by Fantasy SMS to the Customer will be those prices indicated to the Customer at the time of making the relevant purchase of Messaging Services using the Fantasy SMS Systems.
2. The Customer acknowledges that Fantasy SMS may offer different pricing for Messages Services to different Customers based on membership or other categories from time to time.

1. the Estimator Tool is provided for illustrative purposes only;
2. an amount calculated from time to time using the Estimator Tool does not constitute a quote or an offer capable of acceptance by the Customer; and
3. The pricing of Messages will ultimately be determined in the manner set out in clauses 6.1 and 6.2.

1. Amounts paid by a Customer to Fantasy SMS constitutes a purchase by the Customer of Fantasy SMS Credit. The Fantasy SMS Credit that is purchased will be credited to the Customer’s Primary Account (or, at the direction of the Customer, a related Sub Account) at the time of purchase;
2. each time the Customer purchases Messaging Services, the Customer’s Account Balance will be debited by an amount equal to the Fee attributable to those Services (determined in accordance with clause 6.1);
3. each time the Customer purchases any Additional Services (other than the Messaging Services) the Customer’s Account Balance will be debited by an amount equal to the Fee attributable to those Services (determined in accordance with clause 6.2); and
4. Such amounts will be debited from the Customer’s Account Balance as soon as practicably possible following the purchase through the Fantasy SMS Systems.

1. notwithstanding that the Customer’s Fantasy SMS Credit is represented in the Fantasy SMS Systems as an amount of an Acceptable Currency, the Customer may only use such balance as consideration for Services purchased and has no legal or equitable right to recover (whether by way of refund or otherwise) such sum from Fantasy SMS except as is prescribed by Law or expressly prescribed by this agreement;
2. no trust or other fiduciary relationship exists between Fantasy SMS and the Customer or any Sub Account Nominee;

1. Except as otherwise specified in this agreement and subject to paragraph (b), the Fees and any other fees and charges payable by the Customer under this agreement are exclusive of all taxes, duties and charges imposed or levied in Uganda or overseas in connection with this agreement or the Services.
2. Fantasy SMS is solely liable for all taxes on income and revenue, and any capital gains accrued or paid, in respect of the Services.

1. the Web Tools and the Fantasy SMS Systems;
2. all Fantasy SMS Pre-Existing IPR; and
3. all documentation, know-how, methodologies, equipment and other materials supplied or made available to the Customer under or in connection with this agreement,

1. Fantasy SMS acknowledges and agrees that, as between the parties, the Customer retains all Intellectual Property Rights in the Customer Data.
2. The Customer grants to Fantasy SMS a non-exclusive, non-transferable, royalty-free licence to use and reproduce the Customer Data solely for the purpose of enabling Fantasy SMS to discharge its obligations under this agreement.

1. may use Confidential Information of the Disclosing Party only for the purposes of this agreement; and
2. must keep confidential all Confidential Information of the Disclosing Party except:
1. for disclosures permitted under this clause 13; and
2. To the extent (if any) the Receiving Party is required to disclose any Confidential Information by Law or in accordance with the rules of an applicable stock exchange.

1. in the case of Fantasy SMS, to Suppliers as required by the terms of any agreements between Fantasy SMS and those Suppliers; and
2. to persons who:
1. have a need to know for the purposes of this agreement (and only to the extent that each has a need to know); and
2. before disclosure:
1. in the case of the Personnel of the Receiving Party, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and
2. in the case of other persons, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Receiving Party under this agreement,

1. ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 13.2(b)(ii) complies with its Direction; and
2. Notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction.

1. before doing so:
1. notify the Disclosing Party; and
2. give the Disclosing Party a reasonable opportunity to take any steps that the Disclosing Party considers necessary to protect the confidentiality of that information; and
2. Notify the third person that the information is confidential to the Disclosing Party.

1. agrees to be bound by the Privacy Laws applicable to it with respect to any act done or practice engaged in by the party for the purposes of this agreement (including, in relation to the Customer, in respect of the collection, use, disclosure and storage of the Personal Information of Message Recipients);
2. must (and must ensure that its Personnel) comply with:
1. the Privacy Laws and all guidelines issued by applicable privacy offices (and any similar regulatory bodies); and
2. the Privacy Policy;
3. must notify the other party immediately:

1. of any complaint from any person alleging a breach of the Privacy Laws;
2. if it becomes aware of a breach, or a suspected or possible breach, by it of any of its obligations under this clause 14; or
3. if it becomes aware that any disclosure of Personal Information may be required by Law;
3. cooperate with the other party in:

1. resolving any complaint alleging a breach of the Privacy Laws or any privacy statement regarding any Personal Information; and
2. providing access to any record of Personal Information following a request from an individual; and
4. take appropriate technical and organisational measures to prevent (to the extent reasonably practicable):

1. unauthorised or unlawful use or disclosure of; and © Copyright 2019 Fantasy SMS. All rights reserved.