Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you") and Noxitel Technologies LLC ("Noxitel", "we", "us"). By registering for an account, accessing our platform, or using any of our services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or organisation, you represent that you have authority to bind that entity.

2. Description of Services

Noxitel provides a cloud-based Communications Platform as a Service (CPaaS) including but not limited to:

• SMS messaging gateway and delivery services
• RCS (Rich Communication Services) messaging
• WhatsApp Business API messaging
• Voice call automation and IVR services
• REST APIs, SDKs, and developer tools
• Analytics, reporting, and management dashboard
• White-label CPaaS infrastructure for aggregators

We reserve the right to modify, suspend, or discontinue any feature with reasonable prior notice (except in emergencies).

3. Accounts & Registration

3.1 Account Creation

You must provide accurate, complete, and current information when registering. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account.

3.2 Account Security

You must notify us immediately at hello@noxitel.com of any unauthorised use of your account. Noxitel is not liable for losses arising from unauthorised access due to your failure to maintain credential security.

3.3 Eligibility

You must be at least 18 years old and legally capable of entering into a contract. Commercial use requires a valid business registration in your jurisdiction.

4. Acceptable Use Policy

You agree to use Noxitel services only for lawful purposes and in compliance with all applicable laws and regulations. You must not use our platform to:

• Send unsolicited commercial messages (spam) to recipients who have not opted in
• Transmit content that is illegal, fraudulent, threatening, defamatory, or obscene
• Impersonate any person, organisation, or brand without authorisation
• Send phishing, malware, or social engineering content
• Violate any carrier's terms of service or industry messaging guidelines
• Circumvent any rate limits, security measures, or technical controls
• Resell or sublicense services without written authorisation from Noxitel
• Use the platform for any purpose that violates GDPR, TCPA, PDPA, TRAI guidelines, or other applicable regulations

4.1 Opt-Out Compliance

You are solely responsible for maintaining opt-out lists and honouring unsubscribe requests immediately. Noxitel's platform provides opt-out management tools, but compliance is your responsibility.

4.2 DLT Compliance (India)

For messaging to Indian mobile numbers, you must comply with TRAI's Distributed Ledger Technology (DLT) requirements, including registration of entity ID and template IDs. Non-compliance may result in message rejection.

5. Payment & Billing

5.1 Fees

You agree to pay all fees specified in your service plan or order form. Fees are based on usage (per message, per call) and any applicable monthly platform fees. All prices are exclusive of applicable taxes.

5.2 Prepaid Credits

Most accounts operate on a prepaid credit basis. Services are suspended automatically when your balance reaches zero. Credits are non-refundable unless required by applicable law.

5.3 Enterprise Invoicing

Enterprise accounts on invoiced billing terms must pay within 30 days of invoice date. Late payments incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.4 Disputes

Billing disputes must be raised within 30 days of the invoice date by contacting hello@noxitel.com.

6. Intellectual Property

6.1 Noxitel IP

The Noxitel platform, APIs, documentation, trademarks, and all associated intellectual property are owned by Noxitel. These Terms do not grant you any ownership rights. We grant you a limited, non-exclusive, non-transferable licence to use our services solely as described in these Terms.

6.2 Your Content

You retain all rights to content you submit through our platform. By using our services, you grant Noxitel a limited licence to process and transmit your content solely to deliver the services.

6.3 Feedback

Any feedback or suggestions you provide may be used by Noxitel without obligation or compensation.

7. Data Processing & Privacy

The processing of personal data in connection with these services is governed by our Privacy Policy and, where applicable, a separate Data Processing Agreement (DPA). Our Privacy Policy is incorporated into these Terms by reference.

For enterprise customers requiring a DPA under GDPR Article 28, please contact hello@noxitel.com.

8. Confidentiality

Each party may have access to confidential information of the other. Both parties agree to: (a) keep confidential information secret; (b) use it only for the purposes of this agreement; (c) protect it with at least the same care used for their own confidential information; and (d) not disclose it to third parties without prior written consent.

Confidentiality obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

9. Warranties & Disclaimers

Noxitel warrants that it will provide services with reasonable skill and care, consistent with industry standards. We do not warrant that services will be uninterrupted or error-free.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages
• Noxitel's total cumulative liability shall not exceed the fees paid by you in the 12 months preceding the claim
• These limitations apply regardless of the theory of liability (contract, tort, etc.)

Some jurisdictions do not allow limitation of liability for certain types of damages; in such cases the above limitations apply to the maximum extent permitted.

11. Indemnification

You agree to indemnify, defend, and hold harmless Noxitel and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of the services in violation of these Terms
• Content you transmit through the platform
• Your violation of applicable laws or third-party rights
• Any breach of your representations or warranties

12. Termination

12.1 Termination by You

You may close your account at any time by contacting hello@noxitel.com. Prepaid credits are non-refundable upon termination.

12.2 Termination by Noxitel

We may suspend or terminate your account immediately if: you breach these Terms; you fail to pay amounts owed; your use creates legal risk for Noxitel or third parties; or required by law.

12.3 Effect of Termination

Upon termination, your access to the platform ceases. Sections on payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, and governing law survive termination.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Dubai International Financial Centre (DIFC), UAE, without regard to conflict of law principles.

Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the DIFC-LCIA Arbitration Centre rules. Arbitration shall be conducted in English in Dubai.

Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or DPAs, constitute the entire agreement between you and Noxitel regarding the services.

14.2 Amendments

We may modify these Terms by posting updated Terms on our website. Material changes will be notified via email with 30 days' notice. Continued use after the effective date constitutes acceptance.

14.3 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable. All other provisions remain in full effect.

14.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

14.5 Assignment

You may not assign these Terms without Noxitel's prior written consent. Noxitel may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.6 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government actions, carrier outages, or internet failures.

15. Contact

For questions about these Terms, please contact:

Legal Department
Noxitel Technologies LLC
DIFC, Gate Avenue, Dubai, UAE
Email: hello@noxitel.com