Terms and Conditions
Centrium International Ltd.
Last Updated: May 01, 2025
- Acceptance of Terms
By engaging the services of Centrium International Ltd. (“the Company”), located at 20-22 Wenlock Rd, London N1 7GU, UK, the Client, whether located in the United States or elsewhere, agrees to be bound by these Terms and Conditions (“Terms”). These Terms govern the provision of SMS marketing services, including automations and bulk texting, provided by the Company to the Client. - Services
The Company provides SMS marketing services, including but not limited to automated messaging and bulk texting, as specified in the service agreement or order form. The Company reserves the right to modify or discontinue any service with reasonable notice to the Client. - Client Obligations
3.1 The Client shall provide accurate and complete information required for the Company to perform the services.
3.2 The Client warrants that all content, data, and materials provided for SMS marketing comply with all applicable laws, regulations, and industry standards, including but not limited to:- In the UK: the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).
- In the USA: the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable state privacy laws.
- Any other relevant international, federal, state, or local laws governing SMS communications.
3.3 The Client is solely responsible for obtaining express written or electronic consent from recipients for SMS communications, as required by applicable laws (e.g., TCPA in the USA), and for maintaining records of such consents.
3.4 The Client shall not use the Company’s services for any unlawful, harassing, or fraudulent purposes, including sending unsolicited messages or violating anti-spam regulations.
3.5 The Client shall promptly notify the Company of any complaints or opt-out requests from SMS recipients and comply with such requests as required by law.
- Limitation of Liability
4.1 To the fullest extent permitted by applicable law, the Company shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or related to the services provided, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.
4.2 The Company does not guarantee the success, delivery, or response rates of SMS campaigns and is not liable for any failure to achieve the Client’s desired outcomes.
4.3 The Client acknowledges that SMS delivery may be affected by third-party carriers, networks, or other factors beyond the Company’s control, and the Company is not liable for such disruptions or delays. - Indemnification
The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or related to:
(a) The Client’s breach of these Terms;
(b) The Client’s violation of any applicable laws or regulations, including but not limited to GDPR, TCPA, or CAN-SPAM Act;
(c) The content or data provided by the Client for SMS marketing; or
(d) Any claims by third parties, including recipients of SMS messages, related to the Client’s use of the Company’s services. - No Legal Action or Damages
By engaging the Company’s services, the Client expressly agrees, to the fullest extent permitted by applicable law:
6.1 Not to pursue any legal action, claim, or proceeding against the Company, its affiliates, or representatives arising out of or related to the services provided.
6.2 Not to seek any damages, whether monetary, equitable, or otherwise, from the Company for any matter connected to the services, including but not limited to alleged negligence, breach of contract, or unsatisfactory performance.
6.3 This clause does not affect the Client’s statutory rights that cannot be waived under applicable UK or US law, but it applies to the maximum extent permitted by such laws. - Payment Terms
7.1 The Client shall pay all fees as outlined in the service agreement or invoice, in the currency specified (e.g., GBP or USD). Payments are due within the timeframe specified in the invoice, typically 30 days from issuance.
7.2 Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
7.3 The Company reserves the right to suspend or terminate services for non-payment without liability. - Termination
8.1 Either party may terminate the services with written notice as specified in the service agreement.
8.2 The Company may terminate services immediately if the Client breaches these Terms, violates applicable laws, or uses the services for unlawful purposes.
8.3 Upon termination, the Client shall pay all outstanding fees for services rendered up to the termination date. - Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of the services and not to disclose such information to third parties without prior written consent, except as required by law. - Force Majeure
The Company shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, strikes, or governmental restrictions. - Governing Law and Jurisdiction
11.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales, regardless of the Client’s location, including Clients based in the USA.
11.2 Any disputes arising under or related to these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. The Client, including those located in the USA, irrevocably consents to the jurisdiction of these courts and waives any objection to such venue.
11.3 Notwithstanding the above, if any US law mandatorily requires a different governing law or jurisdiction for a US-based Client, such law will apply only to the extent it cannot be waived by agreement. - Entire Agreement
These Terms, together with any service agreement or order form, constitute the entire agreement between the Company and the Client and supersede all prior agreements or understandings, whether written or oral. - Amendments
The Company reserves the right to amend these Terms at any time. The Client will be notified of material changes, and continued use of the services constitutes acceptance of the amended Terms. - Severability
If any provision of these Terms is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect. - Contact Information
For questions or concerns regarding these Terms, please contact:
Centrium International Ltd.
20-22 Wenlock Rd, London N17GU, UK
Email: marketing@centriuminternational.com
By engaging the Company’s services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions, regardless of their location, including in the United States.
