BULK SMS Interconnection Agreement NEXAH CANADA INC Prepaid
BULK SMS Interconnection Agreement NEXAH CANADA INC Prepaid
Between
Company Name
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 1
THIS AGREEMENT (the “Agreement”) with Effective Date of 21 January 2025
IS MADE BETWEEN
NEXAH
a company incorporated under the laws of Quebec under 1175130609 , whose registered office is situated at
3403E, Rue Delphi’s Laval, (Quebec) H7P4V1, as duly represented by NJEL NGUIDJOL Joseph acting in his
capacity as President,
Hereinafter referred to as "NEXAH CANADA INC"or “NEXAH” (Which terms shall mean and include its
successors and assigns)
and
(company name)
a company incorporated (laws incorporated), Whose registered office is situated at ( address),
represented by (name of the representative), acting in his capacity a (function)
Hereafter referred to as (company name) or “Customer” (Which terms shall mean and include its successors
and assigns)
WHEREAS
- NEXAH is a Value-Added Services company, Licensed to install, operate, and maintain Bulk SMS and
other Value-Added Services, with direct connection with Mobile Network Operators.
o (company name) is, (function of the company) looking for a strong local partner to integrate
its Bulk SMS platform, for SMS distribution within the Territory.
NEXAH has the expertise, know-how and resources to deliver Services to (company name) within the
Territory.
NEXAH and (company name) wish to enter into an Agreement to interconnect their platforms to help the
(company name) to distribute Bulk SMS within the Territory, in accordance with the terms and provisions of
this Agreement.
The purpose of this Agreement is to define the terms and conditions under which, NEXAH will provide a Bulk
SMS Interconnection to the Customer within the Territory.
2. DEFINITIONS
Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below
shall, when used in this Agreement or in any document related to the provision of the Services hereto, bear
the meanings ascribed to them:
TERM DEFINITION
means this record of the understanding reached between the parties and shall include any
Agreement
documents, addendums, amendments, annexure and/or schedules hereto;
means Application Programming Interface that specifies how some software components
API
should interact with each other
Business Day means any day of the week which is not a weekend or public holiday in the Territory
means, any information, program or data, disclosed in written, graphic, electronic or oral
form or by any other means, and whether directly or indirectly by a Party to the other Party,
whether before or after the date of this Agreement, including, without limitation, information
Confidential Information relating to business method, research project, work in progress, future developments,
financial matters, its present or future products, customers or consultants products,
Services, customers, suppliers, processes, plans or intentions, know-how, design rights,
trade secrets, market opportunities and/or business affairs
means Products/Services consumed via channels including but not limited to SMS, IVR, WEB,
Content WAP or via data, CSD, GPRS, HSCSD, MMS, USSD
means SMS sent by the Customer to NEXAH which is subject to Successful Submit by
Chargeable Event NEXAH to destination Operator; SMSs sent to multiple Recipients shall be billed separately
for each Recipient
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 2
means Any mobile device including tablets from which the End-Users has Access to the
Device or Terminal Service using the Network of the Mobile Network Operator on a prepaid or postpaid
subscription
Effective Date means the date mentioned under article 9 of this Agreement
means the telecommunications operating license awarded to the Mobile Network Operator to
License
install, operate, and maintain a cellular telephone network in the Territory
means data sent using a Bearer such as a mobile or fixed phone and a tablet via the network
Message
of the Mobile Network Operator
means electronic communications Services which Mobile Network Operator is authorized in
terms of the License to make available to NEXAH for NEXAH to use the Mobile Termination
Network Services Messaging Service or to provide the Mobile Originating Messaging Services, Event Services,
Interactive Voice Response Services, Billing Services, to Customers via the network of the
Mobile Network Operator pursuant to the provisions of this Agreement
means the VAS Services and Content Services as defined in the Section 1 of the current
Services
Agreement
means Short Message Service which allows Customers to send or receive text Message to
SMS End-user’s telephone devices which text comprises words or numbers or an alphanumeric
combination up to one hundred and sixty (160) characters
The the Mobile Network Operator Prepaid or Postpaid customers, the ultimate recipient of
End-User or Recipient
SMS.
Means NEXAH accepts the SMS sent from the Customer and validate the SMS before
submitting SMS for onward routing. NEXAH will return Successful Submit to the Customer
Successful Submit to register SMS has been successfully submitted for routing. SMS which does not pass
NEXAH's validation tests are rejected, and error Message returned to the Customer and
SMS not charged
means Cameroon and any country where NEXAH can deliver messages
Territory
Mobile Network Means All Mobile Network Operators inside and outside the territory
Operator
2.1. Clause and paragraph headings are for purposes of reference only and shall not be used in
interpretation.
2.2. Unless the context clearly indicates a contrary intention, any word denoting:
2.3. When any number of days is prescribed such number shall exclude the first and include the last day
unless the last day falls on a Saturday, Sunday, or a public holiday in the Territory, in which case the
last day shall be the next succeeding day which is not a Saturday, Sunday or a public holiday in the
Territory.
2.4. A reference to a Business day is a reference to any day excluding Saturday, Sunday, and a public
holiday in the Territory.
3. SERVICE DESCRIPTION
3.1. The BULK SMS Service allows the Customer to purchase SMS Bundles and to send, from an internet
access and a secure API interface, SMS Messages to all Mobile Network Operators within the Territory.
The Customer must be connected to the Internet, and he expressly declares to make his personal
case.
3.2. The Recipients of SMS are End-Users who are the Customer’s clients legitimately holds telephone
numbers; NEXAH being, in accordance with the legislation in force, held an obligation of
confidentiality in relation to the communication of the information of its customer’s file.
3.3. The same confidentiality obligation must apply to different customers and partners of the Customer,
and the Customer must ensure his customers and partners apply these confidentiality rules.
3.4. SMS contain information relating to the Customer, and / or its activities, and / or its products and
Services, and / or falling within the framework of its contractual relations with the Recipients
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 3
(statistics, commercial reminders, and all other Contents developed), said information having been
developed and stored by the Customer.
3.5. The BULK SMS Service excludes any sending of spam, the Customer declaring, under its entire
responsibility, having been authorized by the Recipients to send them the SMS as referred to in Article
3.3.
3.6. It is the Customer's responsibility to check the validity of the mobile numbers to which he sends SMS.
In the event of an error, in particular error of handling, indication of wrong numbers, erroneous or
incomplete numbers, numbers not assigned to End-Users, NEXAH liability may not be incurred, and
no SMS will be re-credited to the Customer's account.
After the signing of this Agreement by the Parties, NEXAH creates a BULK SMS account on behalf of the
Customer.
The Parties will work together for the integration of the Customer's platforms with the NEXAH platforms
and for the pre-activation test. NEXAH will provide all the information and prerequisites necessary for the
proper integration.
The Customer undertakes to cooperate in good faith to carry out the integration and testing operations to
the extent necessary.
6. HOW IT WORKS
6.1. Purchase of the SMS: The purchase of SMS is done following the procedure below:
6.1.1. Transfer by the Customer of the price of the SMS ordered on the NEXAH bank account
indicated in the Appendix.
6.1.2. Order SMS Bundles(s) by email sent by the Customer to the NEXAH sales representative,
enclosing the proof of the transfer order.
6.1.3. Credit SMS ordered on the BULK SMS account of the Customer by NEXAH, as soon as the
NEXAH bank account is credited
6.1.4. The Customer agrees to postpaid for the SMS it intends to send based on the pro-forma
invoice or offer sent by NEXAH to his email address where the postpaid amount have validity
period.
6.1.5. NEXAH shall inform the Customer over e-mail sent to the Customer’s email address once
the remaining balance reaches 30%, so the Customer can top-up the balance to avoid any
inconvenience caused by the termination of the service due to a zero balance.
6.1.6. Frequent traffic statistics shall be sent on Customer’s email address
After integrating the Customer's platforms with the NEXAH platforms, the Customer can access the API
Interface and send SMS to the Recipient's mobile numbers. The number of SMS Messages available on the
Customer's account is reduced by the number of SMS sent.
The efficiency of SMS sending by the SMS-C is conditioned by the respect by the Customer of the maximum
transmission rate communicated to the Customer during the integration.
After each SMS sent, a report is issued by the NEXAH’s platform. This information is accessible to the
Customer. The report indicates whether the SMS has been received correctly by the SMS-C, and whether the
SMS has been sent to the terminal.
Payments shall be made based on the statement of the log records generated from NEXAH’s data which
indicate the volume of Customer’s Content successfully submitted to NEXAH platform.
Before the commercial launch, NEXAH shall provide the Customer with the list of chargeable and not
chargeable NEXAH system responses, which shall enable the Customer to track the status of the SMSes sent
and to have an insight into their chargeability. Once the NEXAH system detects the SMS being sent by the
Customer, it shall send to the Customer the unique identifier of each SMS that reached the NEXAH system,
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 4
i.e. Message ID (should the NEXAH system support this feature). If referenced Message ID is not sent by the
NEXAH system, response should be sent instead. SMS shall be charged only in case respective system
response is shown as chargeable in the list provided to the Customer. In cases where the NEXAH system does
not send the system response to the Customer, the SMS shall be considered as not detected by the NEXAH
system and as such not chargeable.
Parties agree that purchase SMS will not have any validity period.
The platform allows the Customer to know the status of his SMS consumption.
A feature allowing the sending to the Customer of an alert by email, when he reaches a threshold of
consumption of SMS is available. Notwithstanding what is stated under this article, NEXAH is obligated to
respect the article 6.1.7.
The Customer can send Messages to all End-Users of any Mobile Network Operator within the Territory.
The pricing for the Service is available in the appendix of this document.
Payment of the invoice is made five (05) days after receipt of the invoice.
NEXAH reserves the right to modify the Offer partially or totally, for technical, commercial, or legal reasons.
In this case, the Customer will be informed in advance by any means leaving a written record.
Any price change must be communicated to the Customer minimum seven (7) calendar days in advance by
written notice sent to following e-mail address: Put the corresponding customer email address here.
Any initial and new rate list per each Chargeable Event shall be uploaded either on files or sent to following e-
mail address: Put the corresponding customer email address here. New price announcement can be
maximum twice per week and only in the period from Monday to Friday. In case if the Customer requires new
price change, parties will together define the commencement day of the new price.
If the Customer does not agree with the proposed changes, this Agreement can be terminated in accordance
with Section 9 of the Agreement.
9. DURATION
This Agreement is valid for an initial term of one (1) year from the Effective Date mentioned above. After
this initial term, this Agreement will be automatically renewed for successive equivalent periods. However,
either Party may terminate this Agreement at any time by giving to the other party, one (1) month prior written
notice.
NEXAH sets up all the means and conditions necessary for the proper functioning of the BULK SMS platform.
Without prejudice to the limitations provided for in the General Terms and Conditions of the NEXAH Service,
NEXAH takes the necessary measures to maintain the continuity and quality of the Service.
However, in the event of an interruption by the Mobile Network Operator of the Service to carry out repairs
and / or maintenance of its equipment, NEXAH's liability may not be incurred. NEXAH will inform the Customer,
by email, of any unavailability of the Service with a duration superior to twenty-four (24) hours.
11.1. The Customer is solely responsible for the storage and use of any information or data
communicated by NEXAH for the connection to the BULK SMS Interface. To this end, it takes all
necessary precautions to safeguard its confidentiality and ensure its disconnection from the Interface
at the end of each session. The Customer undertakes to inform NEXAH immediately of any
unauthorized use of his login and / or any other breach of the security of his BULK SMS account.
11.2. The Customer undertakes to have with NEXAH, reasonable collaboration for the execution of
the Contract.
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 5
11.3. NEXAH has no knowledge or access to the Content of SMS sent by the Customer as part of
the Service. The Customer is solely responsible. As such, he/she declares and guarantees to NEXAH
that:
11.3.1. He/she owns and / or can freely dispose of all the rights relating to the Content of the SMS that
will be distributed via the Service.
11.3.2. He/she will not use the SMS acquired to send commercial and / or promotional Messages to
any person who has not previously and expressly given his consent to this effect, except in the
cases permitted by law.
11.3.3. He/she will not use acquired SMS to organize illegal gambling online (gambling, illegal lottery,
prohibited lottery advertising, illegal gambling).
11.3.4. The SMS that he/she sends will not infringe on the person, the human dignity, the private life,
or the intellectual property of third parties (notably by reproduction or representation of works of
the spirit without the authorization their authors or assigns), morality, public order, security or
national defense.
11.3.5. The Content of SMS does not encourage the consumption or manufacture of prohibited
substances and products.
11.3.6. The Content of SMS is not misleading, obscene, pornographic, defamatory, abusive, racist,
xenophobic, or discriminatory.
11.3.7. The Content of the SMS is not likely to harm NEXAH or the Mobile Network Operator in any
way, including its image and commercial interests.
11.3.8. The Content of SMS is not likely to involve the liability (including criminal) of NEXAH or the
Mobile Network Operator, in any way whatsoever.
11.4. The Customer agrees to sign all SMS sent, so that the sender is clearly identifiable by the
Recipients, and to make no reference to NEXAH or the Mobile Network Operator in them. The
Customer may use as a signature the name of a third party or a product only with the authorization
of its legitimate owner, it being specified that the Customer remains solely responsible to NEXAH.
11.5. The Customer will not send any SMS between ten (10) pm and six (06) am unless it is an
automatic notification or a request from the End-User.
In addition, the Customer will not send more than three (03) SMS Messages on the same day with the
same sender to the same recipient.
12. RESPONSIBILITY
12.1. Each Party (the “Indemnifying Party”), at its own expense, shall indemnify, defend, and hold
harmless the other Party (the “Indemnified Party”), its Affiliates, and their respective employees,
officers, directors, representatives and agents, from and against all losses, damages, liabilities,
settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal
expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a
Third Party arising out of or relating to:
Any breach of this Agreement by the Indemnifying Party.
A breach of any third-party intellectual property rights.
Any Indemnifying Party Service, Content or other materials or Services provided by
Indemnifying Party or its third-party Providers under this Agreement, or;
An allegation that the Services or Content provided by the Indemnifying Party to its
customers violates the applicable law. (Collectively an “Indemnifying Party Covered
Claim”).
12.2. Indemnified Party shall provide Indemnifying Party with written notice of the Indemnifying
Party Covered Claim if Indemnified Party is made aware of any such claim, and Indemnified Party may,
in its sole discretion, permit Indemnifying Party to control the defence, settlement, adjustment or
compromise of the Indemnifying Party Covered Claim provided that Indemnifying Party does not enter
into any compromise or settlement negotiations on its own behalf or on behalf of Indemnified Party
without Indemnified Party’s prior written consent.
12.3. The Customer warrants and will indemnify NEXAH against any claim and / or remedy of any
third party, including any client of the Customer, based and / or found guilty of a breach by the
Customer of its obligations under this contract and, more generally in case of violation of the legal
provisions in force.
12.4. NEXAH only provides SMS-C transmission for SMS Messages sent by the Customer.
The Customer acknowledges and agrees that the execution of this Agreement depends to a large
extent on third parties, and other Mobile Network Operators and Internet Service Providers. It follows
that the responsibility of NEXAH cannot be engaged in case of difficulties directly and / or indirectly
linked to the connection of the Customer to the Internet, such as in particular any difficulties of use
and / or unavailability of the Internet, or in case of Third-Party Mobile Network Operator’s Failure.
12.5. NEXAH's liability to the Customer, if it has been proven before the competent court, is
expressly limited, for all applications, to an amount equal to the cumulative amounts of the SMS
acquired during the three (3) months preceding the prejudicial event(s). This limitation of liability
cannot be applied if it is excluded in application of the law and in case of fraud.
12.6. In no event shall either Party be liable to the other or to any third party for any indirect,
consequential, special or punitive loss or damages (including any indirect loss of business profits,
goodwill or business opportunity) whether in respect of breach of contract, tort, a matter of strict
liability or any other legal or equitable cause of action or theory, and whether or not such Party or its
agents have been advised of the possibility of such damages.
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 6
13. TERMINATION
13.1.1. Each Party may terminate the Contract at any time, subject to one (1) month notice being
served by registered letter with acknowledgment of receipt, letter against discharge or by mail
addressed to the addresses indicated in Article 15.
13.1.2. The Contract will be terminated immediately, automatically and without any compensation, in
the following cases:
- Withdrawal of the License granted to the Mobile Network Operator for the operation of his or
her mobile radiotelephony services in the Territory.
- End of the contractual relationship between NEXAH and the Mobile Network Operator in the
Territory.
- Customer in cessation of payment subject to a procedure of collective discharge of his
liabilities whatever is the cause.
The Contract may be automatically terminated by any Party in the event of non-performance by the
other Party of any of its obligations under this Agreement. This termination will become effective only after
a formal notice sent to the defaulting party and remained ineffective after a period of thirty (30) days,
without prejudice to damages.
At the end of the Agreement, regardless of the cause, the Customer's BULK SMS account will be closed
within forty-eight (48) hours.
In the event either Party terminates the Agreement under Section 9 and 13 or any other clause of this
Agreement, NEXAH shall, no later than seven (7) days from the date of termination, refund to the Customer
any unspent leftover SMS bundle remaining on the Customer account on the day of the termination.
15. NOTIFICATIONS
All notifications made under this Agreement will be delivered to the respective addresses of the Parties listed
above.
For NEXAH:
- Recipient: [email protected]
- Copy: [email protected] ; [email protected]
Any modification will be opposable to the other Party only in case of prior notification.
16.1. Neither party shall disclose the other party’s Confidential Information to third parties or use
Confidential Information for any purpose other than for the proper fulfillment of this Agreement. Each
party undertakes to safeguard the Confidential Information of the other party with the same degree of
care as it would apply to its own Confidential Information and, in any case, with no less than
reasonable care. Such obligations will survive the expiration of this Agreement for a period of five (5)
years.
16.2. All business, commercial, scientific or technical information disclosed by either party
("disclosing party") to the other ("receiving party") during the term of this Agreement shall be
regarded as confidential unless expressly stated otherwise in writing by the disclosing party and shall
not be disclosed to third parties, or used for any purpose other than that for which it was disclosed,
without the prior written consent of the disclosing party;
16.3. The obligations of confidentiality herein mentioned shall not apply to information which:
16.3.1. was in the possession of or known to the receiving party prior to disclosure there of by the
disclosing party other than pursuant to a breach by the receiving party of its obligations in terms
of this clause 16.
16.3.2. is or become publicly known otherwise than pursuant to a breach of its obligations in terms of
this clause 16 by the receiving party.
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 7
16.3.3. the receiving party is required to disclose by the means of law or pursuant to the order of a
court of competent jurisdiction.
16.4. The obligations of the parties in terms of 16.1 shall survive any termination of this Agreement
for a period of five (5) years.
16.5. In particular, and without limiting the generality of the foregoing provisions of this clause
NEXAH undertakes, throughout the term of this Agreement, to keep confidential and not disclose to
any other Partners of the BULK SMS appointed by it, the names and addresses of any Customers
contracted as such by the Partner. This undertaking will not limit NEXAH, or any Partner appointed
by NEXAH from disclosing or dealing with its own Customers or Customer details even if they happen
to also be Customers of the Partner.
16.6. Notwithstanding anything to the contrary contained in this clause 16, NEXAH shall be entitled,
throughout the term of this Agreement to pass the information contemplated in 16.3 to any third party
contracted to provide emergency Network Services to Customers requiring them.
16.7. In addition :
16.7.1. The Customer shall ensure that information obtained or received from NEXAH, during its use
of the network hereunder is kept confidential and not disclosed or made accessible to third
parties or used otherwise than for the purposes of providing the Services, whichever is
applicable.
16.7.2. The Customer shall not directly or indirectly communicate any information relating to or
concerning an End-User otherwise than in the normal course or conduct of the business of the
Partner to any third party.
If any party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under
this Agreement by reason of strike, lockout, fire, explosion, floods, riot, war, accident, acts of God, embargo,
legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances,
cessation of labor, government interference or control, or any other cause or contingency beyond the control
of that party, the party so effected shall be relieved of its obligations hereunder during the period that such
event and its consequences continue but only to the extent so prevented and shall not be liable for any delay
or failure on the performance of any obligations hereunder or loss or damages, either general, special or
consequential which the other party may suffer due to or resulting from such delay or failure, provided
always that written notice shall forthwith be given of any such inability to perform by the effected party. Any
party invoking force majeure shall, upon termination of such event, giving rise thereto, forthwith give written
notice thereof to the other party. Should such force majeure continue for a period of more than forty-five (45)
days, then any party shall be entitled forthwith to cancel this Agreement in respect of any obligations
performed hereunder.
This Agreement shall be governed by and interpreted in accordance with the Laws Quebec.
In case of any dispute arising out of this Agreement, the Parties shall do their utmost to settle it amicably.
If no amicable settlement has been reached one (1) month after the arising of the dispute, then the dispute
shall be submitted to the non- exclusive jurisdiction of the Courts of Canada, unless otherwise agreed
between the Parties.
19. GENERAL
19.1. This Agreement constitute the sole record of the Agreement between the Parties about the
subject matter hereof. No party shall be bound by any express or implied term, representation,
warranty, promise or the like not recorded herein.
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 8
19.2. No addition to, variation of, or agreed cancellation of, this Agreement shall be of any force or
effect unless in writing and signed by or on behalf of the Parties.
19.3. Any delay in the enforcement of any term of this Agreement shall not be deemed to be a
waiver of such right(s).
19.4. No relaxation or indulgence which any party may grant to any other shall constitute a waiver
of the rights of that party and shall not preclude that party from exercising any rights which may have
arisen in the past or which might arise in future.
19.5. Neither party may rely on any representation which allegedly induced that party to enter into
this Agreement unless the representation is recorded in this Agreement.
19.6. This Agreement does not constitute a partnership. None of the parties shall be entitled to bind
the credit of the other. Neither party can act as agent for the other party and this Agreement does not
constitute an agent / principal relationship.
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 9
ANNEX (Offer) RELATING TO THE OFFER BULK SMS ENTERPRISE
Description Consideration
Recipient: [email protected]
Notification addresses Copy: [email protected] [email protected] ;
[email protected]
BULK SMS Interconnection Agreement Between NEXAH CANADA INC and (company name) 10