Terms & Conditions

1. Agreement and Acceptance

These Terms & Conditions ("Agreement") are a legally binding agreement between you ("Client", "you", "your") and Messaro (including its affiliates) ("we", "our", "us"). By accessing or using our websites or any of our Services (SMS campaigns, email outreach, lead-nurturing workflows) you agree to be bound by this Agreement. If you do not agree, you may not use the Services.

2. Services

We provide AI-powered solutions including but not limited to:

• SMS & Email campaign builder and conversation platform (Messaro)

We will provide the Services in accordance with the applicable details our team provides (onboarding, pricing, service level, etc). We may change, suspend or discontinue any Service (or part of it) at any time, with or without notice.

3. Client Responsibilities

• You shall comply with all applicable laws, regulations and third-party rights in your use of the Services (including data-protection laws, CAN-SPAM, TCPA, GDPR, etc).
• You shall only import or contact leads/data for which you have lawful permission or consent to send messages.
• You shall not use the Services for illegal, abusive or harmful purposes (e.g., spamming, phishing, harassment).
• You shall preserve confidentiality of your login credentials and be responsible for all activity under your account.
• You agree to provide accurate information and keep your account details up to date.
• You are the sender of record for all messages sent through the Services and are responsible for consent, opt-out handling and content.
• You must honour opt-outs (including STOP and unsubscribe) and must not attempt to circumvent suppression lists.
• Carriers and messaging aggregators may block, filter or reject messages at their own discretion. We do not guarantee delivery, and credits consumed on blocked messages are not refunded.
• 10DLC and toll-free registration outcomes are decided by carriers and The Campaign Registry, not by us. We do not guarantee approval, and registration fees are non-refundable regardless of outcome.
• You are responsible for the accuracy of information submitted for carrier registration, and for any penalty a carrier levies for inaccurate registration.

4. Fees and Payment

Fees (subscription, campaign credits, services) will be as set out in our pricing schedule, the app, or an engagement letter. You agree to pay all applicable charges in a timely manner.

Non-refundable fees

• All fees are non-refundable, in whole and in part, once paid. This covers subscription fees, Messaging Credits, Email Credits, phone number rentals, 10DLC brand and campaign registration fees, and carrier vetting fees.
• Messaging Credits are prepaid and consumed on use. Unused credits are not refundable and have no cash value.
• Registration and carrier fees are passed through to third parties (carriers, The Campaign Registry) and cannot be recovered by us once submitted, whether or not the registration is approved.
• Partial billing periods are not pro-rated or refunded.
• We may, entirely at our discretion and without setting a precedent, issue a goodwill credit to the account. That is not a refund and creates no entitlement.

Price changes

• Subscription prices may change with at least 30 days' notice, effective from the next billing period.
• Credit prices, per-message credit costs and carrier pass-through fees may change without notice, because they follow third-party carrier rates. Credits already purchased are unaffected. The change applies to future purchases and future message costs.

Suspension for billing reasons

• We may suspend or terminate your account for non-payment.
• We may suspend some or all functionality, in particular sending and purchasing, where a payment is refunded, disputed or reversed; where a balance is negative; where we suspect fraudulent payment activity; or where use breaches the acceptable use terms in this Agreement.
• Suspension of credit spending does not delete the balance. It is preserved and becomes available again if the account is reinstated.
• We will tell the account holder in the app when functionality is suspended and why.

5. Messaging Credits and Email Credits

• Credits are a prepaid balance that can be redeemed for messaging and email within the platform. They are a service entitlement, not money, not a deposit, and not a stored-value or e-money instrument.
• Credits have no cash value, cannot be exchanged for money, and cannot be transferred or sold between accounts.
• Credit costs per message vary by destination country, channel and message type, and may change as carrier rates change. Current rates are shown in the app.
• Credits are consumed when a message is submitted to the carrier. A message that the carrier accepts and later fails to deliver, or that the recipient's device filters, has still been sent and is not re-credited.
• Free plan accounts may top up a maximum of 5,000 Messaging Credits per calendar month. Paid plans have no monthly top-up limit.
• Plan credits are an allowance that resets each billing period and do not roll over. Purchased credits do not expire while the account is open.
• On account closure, remaining credits are forfeited and are not refunded.
• We may adjust or reverse a credit balance to correct an error, or where credits were granted by a payment that was later refunded or reversed.

6. Chargebacks and Payment Reversals

Initiating a chargeback or payment dispute with a bank or card issuer, instead of contacting us first, is a breach of this Agreement. If you believe you were charged in error, contact contact@messaro.com first.

Where a payment is refunded, disputed or otherwise reversed, we may immediately:

• reverse any credits that payment granted, including where those credits have already been used, which may leave the balance negative;
• suspend the ability to spend credits or make purchases while we review;
• move the account to the free plan where the reversed payment was for a subscription; and
• suspend or terminate the account.

• A negative credit balance is a debt owed to us and is settled from any subsequent purchase before new credits are made available.
• We may recover reasonable costs incurred in responding to a dispute, including fees charged to us by our payment processor.
• We will restore the account if the disputed payment is settled, or if we find the dispute was justified.
• Repeated chargebacks are grounds for permanent termination.

7. Fair Use and Rate Limits

• We apply rate limits and throughput limits to protect platform stability and our carrier relationships, and may adjust them without notice.
• "Unlimited" allowances are subject to fair use and are not a guarantee of unlimited throughput.
• We may throttle or suspend an account whose usage threatens platform stability or our standing with carriers.

8. Trials, Free Plan and Promotional Credits

• The free plan and any trial are provided as-is, may be changed or withdrawn, and carry the limits published in the app, including the 5,000 Messaging Credits monthly top-up cap.
• Promotional or goodwill credits may be withdrawn if the account breaches these terms, and have no cash value.
• One free plan or trial per business. Creating multiple accounts to obtain extra free allowances is a breach of this Agreement.

9. Third-Party Services

• The platform depends on third parties including payment processing, messaging carriers and aggregators, and email infrastructure.
• Their outages or actions are outside our control and are covered by the "as-is" disclaimer in Section 12.
• Where a third party (a carrier, a registry) charges a fee that we pass through, that fee is non-refundable once incurred.

10. Intellectual Property

• We (and our licensors) own all intellectual property rights in the Services, software, platform, documentation and website content.
• You grant us a licence to use your data (leads, campaign content, chatbot logs) as needed to provide the Services (including storage, processing, analytics) and for quality-improvement of our Services (subject to our Privacy Policy).
• You retain ownership of your data, subject to our rights to use it as above.
• You shall not copy, modify or reverse-engineer our software or platform.

11. Confidentiality

Both parties shall keep the other's confidential information strictly confidential and use it only for the purposes of this Agreement. Confidential information does not include information that is publicly known or rightfully received from a third party without restriction.

12. Warranties and Disclaimers

• We do not guarantee uninterrupted or error-free operation of the Services; we provide the Services on an "as-is" and "as available" basis.
• We disclaim all other warranties, whether express or implied (including merchantability, fitness for a particular purpose, non-infringement).
• You are responsible for determining whether the Services meet your business requirements and for all decisions made using the Services.

13. Limitation of Liability

To the fullest extent permitted by law:

• Neither we nor our affiliates or service providers will be liable for indirect, incidental, special, punitive or consequential damages (including lost profits, business interruption, loss of data) arising out of or related to this Agreement or your use of the Services.
• Our aggregate liability under this Agreement shall not exceed the total fees paid by you to us in the preceding 12 months.
• Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities; the above limitations may not apply to you.

14. Term, Cancellation and Termination

Term

The Agreement remains in force as long as you have an active account or use our Services.

Cancellation

• A subscription can be cancelled at any time from Billing inside the app.
• Cancellation stops future charges. It does not refund fees already paid.
• Access continues until the end of the paid period, then the account moves to the free plan.
• Cancelling does not delete data. Data handling follows our retention policy.
• We do not process refunds. A customer who believes they were charged in error should contact contact@messaro.com first.

Termination

• Either party may terminate this Agreement: you by closing your account (subject to paying any outstanding charges); we by providing notice or suspending service (especially for breach, non-payment or illegal use).
• Upon termination: you must stop using the Services; we will deactivate your account; you remain liable for any unpaid charges; remaining credits are forfeited and are not refunded; we may delete or archive your data in accordance with our data-retention policy.

15. Data Protection & Privacy

By using our Services, you agree to our Privacy Policy. You also agree to comply with applicable data protection laws (including GDPR if you are in the EEA). If you import third-party data (leads, contacts) you warrant that you have the needed consents or lawful basis to process that data and to use our Services.

16. Changes to the Terms

We may revise these Terms & Conditions from time to time. We will post the "Last updated" date and version at the top and provide notice of material changes (via email or prominent website notice) before they become effective. Your continued use of the Services after the effective date constitutes your agreement to the updated terms.

17. Governing Law & Jurisdiction

These Terms and any dispute arising out of or in connection with them shall be governed by the laws of Estonia.

Any dispute that cannot be resolved amicably shall be finally settled by binding arbitration administered by the Estonian Chamber of Commerce and Industry Arbitration Court, in accordance with its rules then in force.

The seat of arbitration shall be Tallinn, Estonia, the arbitration language shall be English, and the award shall be final and binding on both parties.

18. Miscellaneous

• A failure by us to enforce any right or provision does not constitute a waiver of such right.
• If a provision is found invalid or unenforceable, the remainder of the Agreement remains in effect.
• You may not assign or transfer your rights or obligations under this Agreement without our prior written consent.
• We may assign or transfer our rights and obligations to an affiliate or successor entity without your consent.

Questions?

Email us at contact@messaro.com. We're here to help.