|E-goi - Master Service Agreement|
By and between:
E-GOI (a trade name of Miguel Gonçalves Unipessoal Lda with registration number 506305716), a Company registered in Portugal (Conservatória do Registo Comercial do Porto) and whose registered office is situated at Av. Menéres, 834, Matosinhos, hereinafter referred to as “E-GOI”.
E-GOI CLIENT, hereinafter referred to as “CLIENT”, and together with E-goi, the “PARTIES”.
(Scope of Agreement)
At the request of CLIENT, E-GOI has agreed to provide access to a proprietary online platform allowing the CLIENT to send digital communications and carry out database management tasks on the CLIENT's contact database. This service is subject to and based upon the terms and conditions contained hereunder.
1. In this Agreement, unless the context otherwise requires, the following definitions shall apply:
a) Digital communications: e-mail, push notifications, SMS, Smart SMS, RSS, social media and recorded voice call broadcast through the E-goi platform;
b) Database management: subscriber handling, database maintenance and statistical reporting performed automatically by the E-goi platform (including subscription forms and surveys) for digital communication purposes;
c) E-goi platform: application services platform, and associated systems and network connections, owned and operated by E-GOI, through which all digital communication and database management services are provided to CLIENT;
d) Plan: monthly fee payable by CLIENT to send e-mail and push-based messages using the E-goi platform plus a limited number of SMS messages. The plan will take effect from the date CLIENT pays the first installment and will be automatically renewed until cancelled by CLIENT.
e) Pay-as-you-go: alternative method whereupon CLIENT tops up their E-goi account with a pre-selected amount of money, which will be deducted for each message sent and each service used by CLIENT in the E-goi platform.
f) Extra-contractual services: services requested by CLIENT to E-GOI which are not expressly incorporated into this Agreement.
(Price, payments and services)
1. E-GOI services are provided to CLIENT as either plans or pay-as-you-go messages. The latest E-GOI plan and pay-as-you-go pricing is available at all times in the E-GOI website. The services and features available on both are set by a range of service levels, shown below.
2. E-GOI plans can only be used to send e-mail communications, push notifications plus the amount of provided SMS per month. All other digital communication channels are provided on a pay-as-you-go basis.
3. E-GOI plans and pay-as-you-go messages are pre-paid and shall be made available to CLIENT upon payment being received. Plans can be paid monthly or in other incremental ways.
4. E-GOI plans are renewed automatically. At any time, CLIENT can choose to upgrade, downgrade or ask for the plan to be cancelled. Unpaid monthly installments during which CLIENT used any E-GOI service or sent any message via the E-goi platform will still need to paid by CLIENT prior to downgrading or switching to pay-as-you-go. Plan cancellations will only become effective after the plan's validity period has ended.
5. If CLIENT changes their plan before the end of the plan's validity period, the difference in cost for the new plan will be based in whole months remaining until the end of the original plan's validity period.
6. All charges and fees relating to the CLIENT’s access and connection to the E-goi platform shall be paid by the CLIENT.
7. All extra-contractual services shall be charged in accordance with the E-GOI service pricing.
8. Monthly plan renewals and extra-contractual services must be paid for within 10 days of the renewal notification or the extra-contractual service order.
9. All E-GOI service fees shall be invoiced by E-GOI after CLIENT's payment has been received.
(Obligations of E-GOI)
1. E-GOI shall provide the following services to CLIENT:
a) Digital communication services and database management services carried out through the E-goi platform;
b) Support by e-mail and telephone during normal working hours on the use of the E-goi platform and related services, except for technical support for the free plan.
2. E-GOI represents and warrants to CLIENT that:
a) E-GOI is the rightful owner of all intellectual property rights (including the copyrights) in the E-goi platform;
b) The E-GOI services and platform content shall comply with all applicable foreign, federal, state, and local laws, rules and regulations as they may be amended from time to time, including without limitation those that apply to advertising or marketing practices;
c) E-GOI will take all reasonable precautions to safeguard the CLIENTS’s information and data entrusted to E-GOI’s care.
d) E-GOI is based in the European Union and abides by European data protection laws and guidelines. As such, E-GOI does not store the CLIENT's data outside EU jurisdiction and will not sell or otherwise provide the CLIENT's personal information, contact databases or messages to a third party (unless compelled by law) or make any other use of such personal information for any purpose which is not incidental to the E-GOI service.
e) E-goi will store CLIENT's E-goi account for about 6 months after CLIENT last used it. Once this time has elapsed, the account will be automatically deleted. Before that happens, E-goi will send notifications to the email address associated with CLIENT's E-goi account.
f) In case of any pricing changes made by E-GOI, the CLIENT will be given 30 days notice and will be entitled to terminate this Agreement from the notification date.
(Obligations of the CLIENT)
1. CLIENT represents and warrants to E-GOI that:
a) CLIENT will use the E-goi platform to send digital communications only to recipients who have previously given explicit consent to receive these communications;
b) CLIENT will strictly abide by all terms set forth in this Agreement and in the E-goi platform's Anti-Spam Policy, both of which the CLIENT expressly agrees with by using the E-goi platform. CLIENT further agrees not to exceed the following limits:
c) CLIENT will supply complete and accurate information to E-GOI, sufficient for the performance of the E-GOI services and for the CLIENT's recipients to clearly identify the CLIENT when receiving the CLIENT's digital communications;
d) CLIENT will not intentionally or unintentionally try to circumvent service limitations imposed by E-GOI or use the E-goi platform to violate any applicable local, state, national or international law, or any regulations having the force of law;
e) CLIENT will be solely responsible for acknowledging, reading and understanding e-mail notifications sent by E-GOI or displayed in the E-goi platform’s user interface relating to platform changes, tips, improvements and scheduled maintenance;
f) CLIENT will not disclose any proprietary information of E-GOI to which the CLIENT may be given access to.
g) If CLIENT's sending reputation lowers for any reason, CLIENT will be required to have its own web domain and authenticate it (including CNAME setup) as per E-goi's instructions. This requirement also applies unconditionally if CLIENT signs up for a Pro or Enterprise plan.
h) CLIENT acknowledges that mailing lists and contacts cannot be deleted if any kind of mailing has been sent to those lists or contacts within 30 days before CLIENT attempts to delete them.
1. All sender names and e-mail addresses that CLIENT uses to send messages through the E-goi platform must be valid, working and uniquely identify the CLIENT (or the client that CLIENT is sending messages on behalf of). In order to enforce this, E-GOI will submit for automated validation any e-mail sender or numeric mobile sender that CLIENT adds to the E-goi platform. Alphanumeric mobile senders or telephone senders will need to be manually approved by E-GOI.
2. E-GOI will only allow CLIENT to use alphanumeric mobile senders matching the CLIENT’s company name or brand name. To use these senders, CLIENT needs to provide E-GOI with a scanned legal document (incorporation certificate or trademark registration) confirming that the sender matches the CLIENT’s company name or brand name.
3. E-GOI will only allow CLIENT to use telephone number senders which are valid and in use at the CLIENT’s facilities. To use a telephone sender in E-GOI, CLIENT needs to provide E-GOI with a scanned legal document (telephone bill) confirming that the number belongs to CLIENT.
4. If CLIENT intends to use a mobile or telephone sender in the E-goi platform on behalf of another company or third party, CLIENT needs to provide E-GOI with a legal document (signed statement by the company or third party) confirming that CLIENT has their authorisation to do so.
(Free E-goi platform accounts)
1. If CLIENT signs up for a free E-goi account (either a trial account or a free plan), all e-mails sent by CLIENT through the E-goi platform will include a promotional message. The contents of this message is solely determined by E-GOI and may be changed at any time without prior notice.
2. Free E-goi platform accounts will have some features wholly or partially disabled. E-GOI is solely responsible for determining which features will be disabled. E-GOI may disable any other features at any time without prior notice.
3. Although CLIENT is allowed to search E-goi's knowledge base, technical support is not available for free E-goi platform accounts.
4. CLIENT is allowed to use only one free E-goi platform account. If CLIENT creates and uses more than one free account, E-GOI will automatically suspend all of CLIENT’s accounts due to breach of E-GOI’s service limitations.
1. Except for the express warranties set out in section 4, E-GOI disclaims any and all warranties concerning the E-GOI digital communication services and database management services, E-GOI technology, and/or platform, whether express or implied or statutory, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, satisfactory quality, or accuracy. However, E-GOI will use commercially reasonable efforts to make its appropriate technical personnel available to CLIENT to assist as needed to resolve any problem within the targeted resolution period. E-GOI will also endeavour to maintain 98% uptime for their servers to CLIENT (the average E-goi uptime is 99,5‰).
2. CLIENT is responsible for all liabilities incurred as a result of any misuse of the E-GOI services and shall indemnify E-GOI from and against all loss or damage suffered or incurred by E-GOI due to the CLIENT’s misuse of those services.
3. CLIENT will be solely responsible for the contact databases used in the E-goi platform and their compliance with the law and the terms of this Agreement. CLIENT agrees that E-GOI shall not be responsible for any complaints or legal action from third parties to whom CLIENT sends digital communications through the E-goi platform. CLIENT further agrees that E-GOI shall not be responsible for safekeeping the data that CLIENT has stored in their E-goi account if the account has been suspended or has expired.
4. If CLIENT has a registered office in Portugal, E-goi will encourage, but not require, that CLIENT files the CLIENT’s contact database with Comissão Nacional de Protecção de Dados. CLIENT will be solely responsible for this task.
5. CLIENT will access the E-goi platform using only the usernames and passwords created in the E-goi platform account registration process. The CLIENT is responsible for all use of the E-goi services made using the CLIENT’s username and password, whether or not the use is made by the CLIENT or someone else using the CLIENT’s username and password.
1. This Agreement shall become effective as of the date the CLIENT registers an account at the E-goi platform and shall, unless sooner terminated as provided below, remain in effect for the duration of the CLIENT’s use of the E-GOI services.
(Suspension of services and termination)
1. Should any of the PARTIES breach any of the terms of this Agreement, the non-breaching party may, without prejudice to any other rights which it may have in law, terminate the Agreement.
2. Under the terms of Portuguese Decree-Law nr 24/2014 (February 14) and Law nr 47/2014 (July 28), E-GOI grants CLIENT the right to terminate this contract and obtain a refund within 14 consecutive days of having created an E-goi account. The refund covers the number of days that CLIENT did not use the service provided by E-goi.
3. If CLIENT is dissatisfied with the E-GOI services within 30 days of purchase of an email plan due to issues within E-goi's responsibility, CLIENT will be given a full refund (money-back guarantee) on the purchased plan. This refund is not granted in the following cases:
a) pay-as-you-go purchases;
b) breaching E-GOI's Anti-Spam Policy or any of the obligations of the CLIENT set forth in this Agreement.
c) non-deliverability on specific messages or not enough delivery speed due lack of engagement from the CLIENT's mailing list or due to ISP throttling.
4. Any fees arising from processing the refund shall be borne by CLIENT if the refund is found not to be applicable.
5. E-GOI is allowed to automatically suspend provision of all relevant E-GOI services to CLIENT (by disabling the CLIENT’s account with no prior warning), with the CLIENT having no entitlement to any refund and no access to any data stored in their account, if the CLIENT:
a) Fails to pay for any E-GOI service within the allotted time period;
b) Breaches E-GOI’s Anti-Spam Policy;
c) Breaches any of the obligations of the CLIENT set forth in this Agreement.
d) Signs up for a new E-goi account (with or without payment) after having previously used an E-goi account to breach any of the obligations set forth in this Agreement.
6. If CLIENT signs up for a plan but fails to pay for the invoices issued by E-goi within the alloted time period, the CLIENT's E-goi account will be automatically converted into a pay-as-you-go account (ie. with no plan). Any scheduled or in-progress mailings will be suspended if the account's balance is not enough to allow for those mailings to be sent.
7. In case of litigation and if CLIENT is located in the European Union, CLIENT can use the services provided by the European Consumer Centre, whose policy and best practices E-goi abides by.
1. Any notice or other communication required or permitted to be provided under this Agreement shall be given in writing and sent via registered mail, sent via facsimile or sent via electronic mail, and shall be deemed effective upon receipt.
2. E-GOI will regularly send notifications to CLIENT (new E-goi platform features, payment notices, scheduled maintenance, etc.) via one or more of the supported E-goi platform communication channels. E-GOI may also send information to CLIENT from selected E-goi partners. CLIENT can opt out from these latter mailings at any time by simply clicking on the "Edit subscritpion" link included therein.
1. All contracts between E-GOI and the CLIENT are to be governed by and construed in
accordance with Portuguese Law and any litigation for enforcement or redress shall be
brought in the Courts of Portugal (Comarca do Porto)