Terms of Service

These Terms of Service (“Terms”) form a binding legal agreement between you (“Customer”, “you”) and InstaMessage Ltd (“InstaMessage”, “we”, “us”, “our”), a company registered in England and Wales (Company No. 12899442). By creating an account, clicking “I agree”, or otherwise using our Services, you agree to these Terms. If you do not agree, you may not use the Services.

1. Your Account

1.1 Eligibility. You must be a business user to register. The Services are not intended for consumers or children under 16. By registering, you confirm you are authorised to bind your organisation.

1.2 Account information. You agree to provide accurate company and billing information (including company name, address, tax ID, and payment details) and keep it updated.

1.3 Security. You are responsible for safeguarding your account credentials. We are not liable for unauthorised access caused by your failure to protect them.

2. Our Services

2.1 Scope. “InstaMessage Services” means our messaging, automation, and related software solutions provided via our platform, APIs, and any associated applications.

2.2 Provision. We will provide the Services in accordance with these Terms and applicable law. The Services are intended for business use only and should not be relied upon to contact emergency services.

2.3 Suspension. We may suspend your account immediately if:

• You breach these Terms, our Acceptable Use Policy (“AUP”), or applicable law;
• Your use threatens the security, integrity, or availability of our Services; or
• Your account information is untrue or incomplete.

You remain responsible for all fees during this suspension.

2.4 Maintenance and downtime. The Services may be temporarily unavailable due to scheduled or unscheduled maintenance, upgrades, third-party failures, or legal/regulatory reasons. We will make reasonable efforts to provide advance notice of scheduled downtime. To the maximum extent permitted by law, InstaMessage will not be liable for any damages, losses, or liabilities (including lost profits, revenue, or data) arising from Service unavailability or failure to provide notice.

3. Responsibilities

3.1 Our responsibilities. We will:

• Provide the Services as described in these Terms;
• Maintain appropriate technical and organisational measures to protect Customer Data; and
• Comply with applicable data protection laws.

3.2 Your responsibilities.

• Use the Services only in compliance with these Terms, our Privacy Policy, and AUP;
• Be solely responsible for your content, contacts, and message activity;
• Ensure you have all necessary rights to upload and process Customer Data; and
• Not resell or provide the Services to third parties without our consent.

4. Fees and Payment

4.1 Subscription fees. You agree to pay subscription and usage fees in accordance with the plan selected during sign-up or as otherwise agreed in an Order Form.

4.2 Billing & payment methods.

• Card/Direct Debit customers: Payment details are collected at sign-up. We may pre-authorise your payment method but will only charge once your account is approved. Subscriptions renew automatically each month unless cancelled in accordance with Section 10.
• Invoice customers: If we have agreed in writing to invoice you, we will issue invoices monthly in arrears (or as otherwise specified in your Order Form). Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.

4.3 Prepaid balances.

• Any prepaid balance, wallet funds, or credits you purchase or top up (the “Prepaid Balance”) must be used within 12 months of purchase. Unused balances expire automatically after this period and are non-refundable.
• If you cancel your account (or if we terminate it under Section 10), any remaining Prepaid Balance will be forfeited and is non-refundable.
• Prepaid Balances are applied automatically against usage charges (e.g. messaging credits). We may require you to maintain a minimum Prepaid Balance to continue using the Services.
• We may (but are not obliged to) permit your account to go into a negative balance temporarily, in which case you must immediately top up to continue using the Services.
• We reserve the right to set maximum Prepaid Balance limits and to deduct any amounts you owe us under these Terms from your Prepaid Balance.

4.4 Taxes and surcharges. All fees are exclusive of VAT and any applicable regulatory surcharges, which will be added where required.

4.5 Currency & exchange rates. Unless otherwise agreed in writing, all fees are payable in GBP (£).

• Card/Processor payments (subscriptions & PAYG): If you make payment in EUR (€) or another currency, InstaMessage will convert the amount to GBP using the exchange rate and fees applied by our payment processor (e.g. Stripe) or another recognised conversion service on the date of payment. You are responsible for any bank or conversion charges applied by your provider.
• Invoice payments in non-GBP currencies: If we agree in writing to invoice you in a currency other than GBP, the invoice amount will be calculated using the exchange rate published by the Bank of England (or another recognised conversion service chosen by us) on the invoice date. You must ensure that the full invoiced amount is received by us in cleared funds, net of any bank fees or charges.

4.6 Non-payment & late payment.

• If payment fails, we may suspend or limit access to the Services until payment is received.
• For invoice customers, late payments may incur statutory interest under the UK Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate) or such other lawful rate where applicable.
• We may also recover reasonable costs of collection, including debt recovery agency fees.

4.7 Disputed charges. You must notify us in writing within 14 days of the invoice date if you dispute any charges. Undisputed amounts must still be paid on time.

5. Data Protection

5.1 Processor role. InstaMessage acts as a data processor in respect of Customer Data you input or transmit via the Services. You remain the data controller responsible for lawful collection and use of such data.

5.2 Privacy Policy. Our Privacy Policy explains how we handle personal data. By using the Services, you agree to its terms.

6. Intellectual Property

All intellectual property rights in the Services remain with InstaMessage or our licensors. You retain all rights to your Customer Data. You grant InstaMessage a limited licence to process your Customer Data only as necessary to provide the Services.

7. Confidentiality

Both parties agree to keep confidential information received from the other secure and not disclose it to third parties, except as required by law.

8. Warranties & Disclaimers

8.1 Our warranty. We warrant that we will provide the Services using reasonable skill and care.

8.2 Disclaimer. Except as expressly stated, the Services are provided “as is” without warranties of merchantability, fitness for a particular purpose, or uninterrupted availability.

9. Limitation of Liability

9.1 Exclusion of indirect damages. To the fullest extent permitted by law, neither party shall be liable for any indirect, consequential, or incidental damages, including loss of profits, revenue, goodwill, or data.

9.2 Cap on liability. InstaMessage’s total liability arising out of or relating to these Terms shall not exceed the fees paid by you in the 12 months preceding the claim.

9.3 Exceptions. These limits do not apply to:

• Death or personal injury caused by negligence;
• Fraud or fraudulent misrepresentation; or
• Liability that cannot be excluded under applicable law.

10. Term & Termination

10.1 Term. These Terms apply from the date you create an account and continue until terminated. If you have entered into a separate Order Form, Statement of Work, or written contract with InstaMessage Ltd (a “Contract”), the term of that Contract will apply in addition to these Terms.

10.2 Self-service accounts. Where you subscribe directly through our website without a Contract, your subscription runs on a monthly rolling basis and will automatically renew each month unless cancelled. You may cancel at any time through your account settings, with effect from the end of the current billing period.

10.3 Contract accounts. Where you subscribe under a Contract, the initial term is as set out in that Contract. Unless otherwise stated, Contracts will automatically renew for successive periods equal to the initial term, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the current term. If you terminate a Contract without cause before the end of its term, all remaining fees under the Contract will become immediately due and payable.

10.4 Termination for cause. Either Party may terminate these Terms or any Contract immediately upon written notice if the other Party:

• Materially breaches these Terms, the Privacy Policy, or the Acceptable Use Policy and fails to remedy within fifteen (15) days of written notice; or
• Becomes insolvent, enters bankruptcy, or ceases business.

10.5 Effect of termination. Upon termination:

• Your right to access and use the Services ends immediately.
• We will delete or anonymise your Customer Data within forty-five (45) days, unless we are legally required to retain it.
• Any fees owed up to the date of termination remain payable.
• For Contract Accounts, early termination without cause will require payment of all remaining fees due under the Contract.

10.6 Survival. Sections relating to fees, confidentiality, data protection, limitation of liability, indemnities, and any provisions intended to survive termination will continue in force after termination.

11. General

11.1 Governing law. These Terms are governed by the laws of England and Wales.

11.2 Jurisdiction. The courts of England and Wales shall have exclusive jurisdiction over disputes.

11.3 Entire agreement. These Terms, together with our Privacy Policy and Acceptable Use Policy, form the entire agreement between you and InstaMessage.

11.4 Severability. If any provision is found unenforceable, the remainder will stay in effect.

11.5 Force majeure. Neither party is liable for failure to perform due to events outside their reasonable control (including internet or hosting failures, strikes, or government action).

12. Publicity

You grant InstaMessage Ltd a limited right to use your company name, logo, and a general description of your use of the Services for reference purposes, including on our website, in customer lists, case studies, and marketing or promotional materials. We will comply with any reasonable trademark usage guidelines you provide. If you prefer not to be referenced publicly, you may notify us in writing, and we will remove your name and logo from future materials.