Terms and Conditions

SMS Speedway Limited · Company no. 13545292 · Version 2.1

These Terms and Conditions (“Terms”) govern the provision of SMS services (the “Services”) by SMS SPEEDWAY LIMITED (“SMS Speedway”, “we”, “our” or “us”), a company incorporated in England and Wales with registered number 13545292, whose registered office is Unit 1 Trough Head, Roweltown, Cumbria, England, CA6 6LU, via our website at https://www.sms-speedway.com, to any business or organisation (the “Customer” or “you”) entering into an agreement with us for the use of our Services.

By using our Services, you confirm that you have read, understood and agree to be bound by these Terms. These Terms shall be read in conjunction with any order confirmation, schedule and/or accompanying documentation provided by SMS Speedway.

1. Definitions and Interpretations

In these Terms, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:

“Authority” or “Authorities”: means any local, national or international governmental, regulatory or public body (including the Information Commissioner’s Office) which has jurisdiction over the Services.
“Charges”: means the fees payable by the Customer for the provision of the Services as detailed in the relevant schedule or order confirmation, exclusive of Value Added Tax (VAT) unless otherwise stated.
“Confidential Information”: means all information of a confidential or proprietary nature disclosed by one party to the other in any form (oral, written, electronic or otherwise), including but not limited to business, technical or financial information.
“Credits”: means the pre-paid capacity to transmit text messages as measured in SMS credits, in accordance with the pricing set out in the Annex to these Terms.
“Customer Material”: means all text, data, graphics, images and other content provided by you for use in connection with the Services.
“Intellectual Property Rights”: means any patent, registered design, copyright, trade mark, trade secret or any other similar right, including any applications for the same.
“Linked Site”: means any website, data source or service, whether provided by you or a third party, that is connected or linked to the SMS service.
“Regulations”: means any applicable laws, statutes, regulations, directives, codes of practice or other legal requirements, including but not limited to those relating to data protection and privacy.
“Service Levels”: means the performance standards, including availability and support metrics, for the Services as set out in the schedule or order confirmation.
“System”: means the computer hardware, software, networks and other technology used by SMS Speedway to host and deliver the Services.
“SMS Service”: means the mobile text messaging service provided by SMS Speedway, including the transmission of text messages to and from mobile devices.

In these Terms, headings are for convenience only and shall not affect their interpretation. Words importing the singular include the plural and vice versa, and references to a “person” include any corporation, partnership or other legal entity.

2. Provision of the Services

2.1Service Description

SMS Speedway shall provide you with access to its SMS service hosting facility on the System, which enables you to send and receive mobile text messages (“SMS messages”). The Services are delivered via the internet and/or mobile telephone networks in accordance with these Terms.

2.2Modifications and Enhancements

We may update, modify or enhance the Services from time to time without any obligation to provide such updates immediately. We will maintain industry-standard security protocols at all times.

3. Charges, Pricing and Payment

3.1Charges and Payment Terms

The Customer shall pay the Charges as specified in the applicable schedule or order confirmation.
All Charges are exclusive of VAT, which will be added at the applicable rate.
Unless otherwise agreed, invoices (other than those paid by Direct Debit) must be settled within 7 days of the invoice date.
For each billing period (typically monthly), you will be automatically billed for usage on or around the first day of the following month and payment shall be made by Direct Debit on or around the seventh day of that month.

3.2SMS Credits and Minimum Commitment

SMS credits are purchased in advance and will be deducted on a per-message basis in accordance with the pricing in the Annex.
The Customer’s minimum monthly commitment is 750 SMS credits.
Unused SMS credits do not roll over into subsequent months.

3.3Credit Insufficiency

If there are insufficient SMS credits in your account to cover a message transmission, SMS Speedway may, at its discretion, either decline the transmission or partially fulfil it by sending as many messages as are covered by your current credit balance.

3.4Pricing Adjustments

Any changes to the pricing of Credits or other Charges will be communicated to you in advance and will only take effect once agreed in writing or as otherwise provided in the applicable schedule.

4. Service Levels and Support

4.1Service Availability

Subject to scheduled maintenance and any events covered by the Force Majeure clause (Section 8), SMS Speedway will use reasonable endeavours to provide the SMS Service on a 24-hour basis, with a target availability of 99.99% (calculated on a 365-day basis).

4.2Scheduled Maintenance and Downtime

We may suspend or limit the Services to undertake routine maintenance.
In the event of scheduled maintenance, you will be given at least three business days’ notice (except in emergencies), and such downtime will not count as a breach of the service availability target.

4.3Unscheduled Downtime and Service Credits

If the SMS Service is unavailable due to a fault or failure of the System for a continuous period of six hours (excluding scheduled maintenance), you may request, in writing, a credit of additional SMS messages corresponding to the messages that could not be transmitted during that period.
Such credits are your sole and exclusive remedy for any unavailability of the Service.

4.4Support Services

Telephone Support: Available from 09:00 to 17:00 on business days (excluding weekends and recognised British public holidays).
Email Support: Available 24 hours a day at support@sms-speedway.com.
Target Response Times:
- Severity 1 (Critical – loss of core services): within 4 hours.
- Severity 2 (Urgent – loss of secondary services or threat to core services): within 8 hours.
- Severity 3 (Average – priority system administration or maintenance issues): within 24 hours.
- Severity 4 (Low – general system queries or maintenance): within 48 hours.

You can report issues via email at support@sms-speedway.com or by telephone on 01228 217 222 during office hours, and via our “contact us” page on https://www.sms-speedway.com.

5. Customer Obligations

5.1Content and Conduct

You warrant and undertake that all Customer Material and content provided via the Service, including any material on any Linked Site under your control, is legal, decent and honest. In particular, it must not be defamatory, offensive, abusive, obscene or in breach of any third party’s intellectual property or confidentiality rights, and must comply with all applicable Regulations.

5.2Intellectual Property Licence

You warrant that you own (or are duly licensed to use) all Intellectual Property Rights in your Customer Material. By providing such material, you grant SMS Speedway a non-exclusive, non-transferable licence to use the material solely for the purpose of providing the Services during the term of your agreement.

5.3Security and Reporting

You are responsible for maintaining the confidentiality and security of your Customer Material and access credentials, where applicable.
You must promptly report any faults, security breaches or other issues with the Services to SMS Speedway.

5.4Cooperation

You agree to provide all reasonable assistance to SMS Speedway in diagnosing and resolving any issues that may arise in connection with the Services.

6. SMS Speedway’s Obligations

6.1Service Provision

SMS Speedway will provide the Services with reasonable skill and care and will ensure that its employees, agents and subcontractors have the necessary skills and competencies.

6.2Data Protection

Where SMS Speedway processes personal data on your behalf, we shall:

Process such data only in accordance with your instructions and in compliance with the Data Protection Act 2018 and any other applicable data protection legislation.
Take appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, loss or destruction.
Inform you as soon as reasonably practicable in the event of any unauthorised access to or loss of personal data.

6.3Subcontracting

SMS Speedway may engage third parties to perform any of its obligations under these Terms provided that such subcontracting does not relieve SMS Speedway of its obligations to you.

7. Intellectual Property

7.1Ownership of the System and Service

All Intellectual Property Rights in the System and the SMS Service, including any software, designs, methodologies or documentation, remain the sole property of SMS Speedway or its third-party suppliers.

7.2Developments

Any new inventions, enhancements or developments conceived or created by SMS Speedway in the course of providing the Services shall be owned exclusively by SMS Speedway.

8. Suspension, Termination and Service Withdrawal

8.1Suspension or Termination for Breach

If you materially breach any provision of these Terms (including failure to make payments when due), SMS Speedway may, at its sole discretion, suspend or terminate the Services. In such cases, we will notify you as soon as reasonably practicable and endeavour to resolve the issue in good faith.

8.2Regulatory or Legal Requirements

SMS Speedway may suspend, withdraw or terminate the Services (or any part thereof) if required by any Authority or to comply with any applicable Regulations. In such circumstances, we will provide you with notice as reasonably practicable.

8.3Term and Termination Notice

These Terms shall commence on the date you first use the Services (or on the Commencement Date specified in your order confirmation) and, unless terminated earlier in accordance with these Terms, will continue for an initial period of three (3) months before rolling over automatically.
Either party may terminate these Terms by giving at least three (3) months’ written notice, with such notice to expire on the last day of the then-current period.
Notwithstanding the foregoing, SMS Speedway may terminate the agreement immediately by written notice if you fail to remedy any material breach (including non-payment) within 30 days of receiving written notice of such breach.

8.4Consequences of Termination

Termination of these Terms shall not affect any accrued rights or liabilities. Any provisions intended to survive termination (including confidentiality, liability limitations and indemnities) shall continue to apply.

9. Indemnity

You agree to defend, indemnify and hold harmless SMS Speedway, its officers, employees and agents from and against any claims, liabilities, costs, expenses (including legal fees) or losses arising from or in connection with:

Your use of the Services.
Any breach by you of these Terms.
Any claim that your Customer Material or Linked Sites infringe or misappropriate any Intellectual Property Rights or other rights of any third party.

10. Limitation of Liability

10.1Overall Limitation

Subject to applicable law and notwithstanding any other provision in these Terms, SMS Speedway’s total aggregate liability to you in respect of any claims arising out of or in connection with the Services (whether in contract, tort, negligence, strict liability or otherwise) shall not exceed the greater of:

the total Charges received by SMS Speedway in the six (6) months immediately preceding the claim, or
£1,500.

10.2Exclusion of Consequential Loss

In no event shall SMS Speedway be liable for any indirect, special, incidental or consequential loss or damage (including loss of profits, data or business opportunities), even if advised of the possibility of such loss or damage.

10.3Exclusion for Certain Losses

Nothing in these Terms shall limit our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.

11. Force Majeure

11.1Definition

“Force Majeure” means any event or circumstance beyond a party’s reasonable control (including but not limited to fire, flood, natural disasters, strikes, industrial disputes, war, terrorism, government action or any other unforeseen event) that prevents or delays the performance of its obligations under these Terms.

11.2Consequences

If either party is prevented or delayed in performing any of its obligations due to Force Majeure, the affected party’s performance shall be suspended for the duration of the Force Majeure event and the time for performance shall be extended accordingly. If a Force Majeure event continues for more than one month, either party may terminate these Terms by written notice without liability (except for accrued rights and liabilities).

12. Confidentiality

12.1Obligation of Confidentiality

Each party agrees to keep confidential and not disclose to any third party any Confidential Information of the other party except:

Where disclosure is required by law or any applicable regulatory requirement (provided that, where possible, the disclosing party is given prompt notice and the disclosure is limited to that which is required).

12.2Exclusions

Confidential Information does not include information which:

Is or becomes public through no breach of these Terms;
Was known to the receiving party before disclosure by the disclosing party; or
Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

12.3Return or Destruction

Upon termination of the Services, or upon request by the disclosing party, all Confidential Information (and any copies thereof) must be returned or destroyed.

13. General Provisions

13.1Variation

Any variation to these Terms must be agreed in writing by both parties. No variation shall be effective unless it is in writing and signed by both parties.

13.2Entire Agreement

These Terms, together with any schedules, annexes and order confirmations, constitute the entire agreement between the parties and supersede all prior agreements, understandings or representations relating to the subject matter herein.

13.3Assignment

You may not assign, transfer or subcontract any of your rights or obligations under these Terms without our prior written consent.
SMS Speedway may assign its rights or delegate its obligations to any third party upon giving you three (3) months’ notice.

13.4Notices

All notices under these Terms must be in writing and sent by first-class post or email to the registered or principal place of business of the relevant party as specified in the order confirmation or as subsequently notified. Notices delivered by post shall be deemed to have been received at noon on the second business day after posting.

13.5Waiver

A waiver by either party of any breach of these Terms shall not constitute a waiver of any subsequent breach.

13.6Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall endeavour to replace the invalid provision with one that achieves the original intent as closely as possible.

13.7No Partnership or Agency

Nothing in these Terms shall be construed as creating a partnership, joint venture, agency or employment relationship between the parties.

13.8Third Party Rights

Except as expressly provided, no person who is not a party to these Terms shall have any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

13.9Good Faith and Further Assurance

Each party agrees to act in good faith in relation to their obligations under these Terms and to provide any further assurances or documentation as may be reasonably required to give effect to these Terms.

14. Governing Law and Jurisdiction

14.1Governing Law

These Terms shall be governed by and construed in accordance with the law of England.

14.2Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with these Terms.

Annex: SMS Credit and Gateway Pricing

1.General Pricing Notes

All prices are in British Pound Sterling (£) and exclusive of VAT unless stated otherwise.
Non‐alphanumeric characters in a message, where transmitted, count as two alphanumeric characters due to encoding requirements.
SMS Speedway reserves the right to vary all prices, including the cost per SMS credit, the SMS credit consumption rates for international traffic, and any related charges. Any such changes will be communicated to you in advance and shall take effect on the subsequent billing cycle unless otherwise agreed in writing.

2.Standard Text Message Unit

A standard text message unit corresponds to 160 alphanumeric characters for a “normal” message.
For messages exceeding 160 characters, the message is split into “long messages” comprising segments of 154 characters each (to account for a 6‐character concatenation overhead).

3.Cost per SMS Credit

Standard Rate: 5 pence per SMS credit (via monthly Direct Debit).
Alternate Payment Methods: Where payments are made by cheque or credit card, the rate shall remain at 5 pence per SMS credit.
The minimum monthly commitment is 750 SMS credits; unused credits do not roll over.
SMS Speedway reserves the right to vary the cost per SMS credit at its sole discretion, with any such changes becoming effective as set out in the advance notice.

4.SMS Credits per Message (Subject to Destination)

United Kingdom registered mobile phone numbers: 1 SMS credit per standard text message unit.
European registered mobile phone numbers: SMS credits per unit vary per country.
North American registered mobile phone numbers: 1 SMS credit per unit.
Asian, South American and African registered mobile phone numbers: 1.5 SMS credits per unit.
Middle Eastern registered mobile phone numbers: SMS credits per unit vary per country.
SMS Speedway reserves the right to amend the SMS credits consumed per message for international destinations at its discretion. Any such changes will be notified to you and will apply to messages transmitted from the effective date of such notice.

5.UK Reply Gateway Numbers

Setup Fee: £50.00 per line.
Monthly Charge: £30.00 per UK reply gateway number (long/full‐length telephone number format).
A minimum period of 14 months applies for reply gateway number services.
SMS Speedway reserves the right to vary the setup fee and monthly charge for UK reply gateway numbers, with any such changes communicated in advance and effective from the next billing cycle unless otherwise agreed in writing.

Please note These Terms and Conditions form a legal agreement between SMS Speedway and the Customer. Should you have any queries or require clarification regarding any of the provisions contained herein, please contact us at support@sms-speedway.com or on 01228 217 222.

Version 2.1