Terms & Conditions

TERMS AND CONDITIONS

MessageChief Messaging Platform

Effective Date: 01 September 2026 | Version 1.0

These Terms and Conditions (“Terms”) govern access to and use of the messaging platform, application programming interfaces, dashboards, and related services (together, the “Services”) provided by Message Chief Limited, a company registered in Malta under registration number C116219, with its registered address at CF Business Centre, Floor 2, Office 3B, Triq Gort, Paceville, San Ġiljan, STJ3063, Malta (“MessageChief”, “we”, “us”, or “our”).

By registering for an account, accessing the Services, or sending a single message through the platform, the entity or individual using the Services (“Client”, “you”, or “your”) agrees to be bound by these Terms in full. If you do not agree, you must not access or use the Services.

1. Definitions

• “Content” means any message, text, link, image, or other material transmitted by Client or on Client’s behalf through the Services.
• “End User” means any individual who receives Content sent through the Services.
• “Regulatory Authority” means any government body, telecom regulator, mobile network operator, aggregator, messaging carrier, gateway provider, industry body, or court with authority over messaging, data protection, gambling, financial promotion, or consumer protection matters.
• “Losses” means fines, penalties, sanctions, damages, settlements, legal fees, and other costs of any kind.

2. The Services

MessageChief provides SMS, RCS, and related enterprise messaging infrastructure that allows Client to transmit Content to End Users. MessageChief acts solely as a technical conduit. MessageChief does not create, review, or endorse Content before it is sent, does not access or store the phone numbers or underlying data contained in Client’s messages beyond what is strictly necessary to route and bill for the Services, and has no visibility into the substance of the relationship between Client and its End Users.

Availability of specific routes, markets, or channels is not guaranteed and may change based on carrier, network, or regulatory conditions outside MessageChief’s control.

3. Client Representations and Warranties

Client represents and warrants, on an ongoing basis for as long as it uses the Services, that:

• It holds all licences, permits, and regulatory approvals required to operate its business and to market to End Users in every jurisdiction it targets, including any gaming, gambling, betting, financial services, or affiliate licences that apply to its activity;
• It has obtained valid, documented, and lawful consent (opt-in) from every End User prior to sending them marketing or promotional Content, and can produce evidence of that consent on request;
• Its Content, its underlying products and services, and its data collection and processing practices comply with all applicable laws, including telecommunications regulations, anti-spam laws, data protection laws (including the GDPR where applicable), consumer protection laws, and advertising standards in every jurisdiction it targets;
• It will not use the Services to target End Users in jurisdictions where its underlying product or service is unlicensed, prohibited, or restricted;
• All information provided to MessageChief during onboarding and thereafter, including business identity, sender IDs, and use-case descriptions, is accurate and current.

4. Acceptable Use Policy

Client must not use the Services, and must not permit any third party to use the Services, for any of the following:

• Fraudulent, deceptive, or misleading activity of any kind, including phishing, smishing, fake prize or lottery notifications, impersonation of another person or business, or messages designed to obtain financial information, credentials, or payments under false pretences;
• Sending Content to any End User who has not given valid consent, or continuing to message an End User after they have opted out;
• Spoofing or misrepresenting sender identity, or falsifying originator information;
• Distributing malware, malicious links, or content designed to compromise a device or account;
• Promoting products or services that are illegal, unlicensed, or restricted in the destination jurisdiction, including unlicensed gambling, unlicensed financial services, or controlled substances;
• Sending Content that is defamatory, harassing, hateful, or that facilitates illegal activity;
• Circumventing, or attempting to circumvent, carrier filtering, rate limits, content screening, or other technical safeguards;
• Any activity that would expose MessageChief, its carrier partners, or its aggregators to regulatory action, blacklisting, or reputational harm.

MessageChief reserves the right to determine, in its reasonable discretion, whether Content or activity violates this Acceptable Use Policy.

5. Monitoring, Investigation, and Filtering

MessageChief does not routinely access the content of Client’s messages or its End Users’ phone numbers. However, MessageChief and its upstream carrier and aggregator partners may use automated systems to monitor traffic patterns, sending behaviour, and complaint or delivery-failure signals for the purpose of fraud prevention, spam filtering, and regulatory compliance. Where required by a Regulatory Authority, a carrier partner, or applicable law, or where MessageChief reasonably suspects a violation of these Terms, MessageChief may investigate specific Content, and Client agrees to cooperate promptly with any such investigation, including by providing consent records and supporting documentation on request.

6. Indemnification and Regulatory Fines

This clause is central to the allocation of risk between the parties and Client should read it carefully.

Client shall indemnify, defend, and hold harmless MessageChief, its officers, directors, employees, and affiliates from and against any and all Losses arising out of or in connection with: (a) Client’s Content; (b) Client’s breach of any representation, warranty, or obligation under these Terms; (c) Client’s violation of any applicable law or regulation; (d) any claim brought by an End User, carrier, aggregator, or Regulatory Authority relating to Client’s use of the Services; or (e) Client’s failure to obtain or maintain any required licence or consent.

Where a fine, penalty, sanction, or similar Loss is imposed on or claimed against MessageChief by a carrier, aggregator, mobile network operator, or Regulatory Authority as a direct or indirect result of Client’s use of the Services, that Loss shall be passed through to Client in full. MessageChief will notify Client in writing of the amount and basis of the Loss, and Client shall reimburse MessageChief within 5 business days of that written demand. MessageChief may, at its discretion, deduct the amount owed from any funds held on Client’s behalf, including prepaid credit balances, subject to applicable law.

This indemnity survives suspension, termination, or expiry of these Terms and applies regardless of whether MessageChief conducted any monitoring or investigation under Clause 5.

7. Suspension and Termination

MessageChief may suspend or terminate Client’s access to the Services immediately and without prior notice if MessageChief reasonably suspects fraud, abuse, a breach of the Acceptable Use Policy, or a risk of harm to MessageChief, its carrier partners, or any End User. Suspension may include withholding any funds held on Client’s behalf pending investigation, to the extent permitted by applicable law.

Either party may terminate these Terms for convenience by giving 90 days’ written notice. MessageChief may terminate immediately if Client fails to remedy a material breach within 15 days of being notified of it.

Termination does not relieve Client of any payment, indemnification, or reimbursement obligation that arose prior to, or as a result of conduct occurring prior to, the termination date.

8. Fees and Payment

Client shall pay all fees in accordance with the applicable pricing schedule agreed between the parties. Fees are quoted and payable in euros unless otherwise agreed in writing. MessageChief may apply its no-charge policy solely to messages that fail to deliver because they were sent to an incorrect number; all other messages, including undelivered messages for reasons other than an incorrect number, remain chargeable. Late payments may result in suspension of the Services.

9. Limitation of Liability

To the maximum extent permitted by applicable law, MessageChief shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, or loss of data, arising out of or relating to the Services. MessageChief’s total aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid by Client to MessageChief in the 2-month period preceding the event giving rise to the claim. Nothing in these Terms limits liability that cannot be limited or excluded under applicable law.

10. Disclaimer of Warranties

The Services are provided “as is” and “as available”. MessageChief does not warrant that message delivery will be uninterrupted, error-free, or achieved within any particular timeframe, as delivery depends in part on third-party carrier networks outside MessageChief’s control. Except as expressly stated in these Terms, MessageChief disclaims all warranties, whether express, implied, or statutory, to the fullest extent permitted by law.

11. Data Protection and Confidentiality

Each party shall comply with applicable data protection law in respect of any personal data it processes in connection with the Services. Client remains the controller of its End Users’ personal data and is solely responsible for the lawful basis on which it collects and processes that data. Each party shall keep confidential any non-public information received from the other party and use it solely for the purposes of these Terms.

12. Force Majeure

Neither party is liable for any delay or failure to perform its obligations, other than payment obligations, resulting from causes beyond its reasonable control, including carrier outages, acts of government, natural disasters, or telecommunications failures.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of Malta, without regard to conflict-of-law principles. The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within 90 days, the dispute shall be submitted to the exclusive jurisdiction of the courts of Malta, save that MessageChief may seek injunctive relief in any competent jurisdiction to protect its rights or the integrity of the Services.

14. General Provisions

• Amendments: MessageChief may update these Terms from time to time. Material changes will be notified to Client, and continued use of the Services after the effective date of an update constitutes acceptance.
• Assignment: Client may not assign these Terms without MessageChief’s prior written consent. MessageChief may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• Entire Agreement: These Terms, together with any order form, pricing schedule, or Messaging Services Agreement executed between the parties, constitute the entire agreement between Client and MessageChief regarding the Services.
• Notices: Notices under these Terms shall be sent to Client email address and [email protected] respectively.

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