WABA - Terms and Conditions

Last Updated June 28th, 2021

EMMA (emma.hk) is a product of Emma Global (Hong Kong) Limited.

Emma Global (Hong Kong) Limited (“EMMA (emma.hk)”, “we”, “us”, or “our”) provides a Software as a Service (SaaS) that allows our customers to send and receive messages from their business systems and. A “Customer” is an entity with whom EMMA (emma.hk) has an agreement to provide the Service. This Agreement is made between EMMA (emma.hk)., a private company with limited liability incorporated under Hong Kong Law

The Agreement governs Customer’s licensing and use of the Services. By account registration through EMMA (emma.hk) website, Customer agrees to the terms of this Agreement as of the Effective Date.

Any deviation from this Agreement shall only be valid if and agreed upon by and between the Parties in writing.

WHEAREAS:

  1. EMMA (emma.hk) is a Cloud Based Communication Platform as a Service (PaaS) provider and offers solutions to companies and businesses for the sending and receipt of electronic communication.
  2. Customer wishes to use EMMA (emma.hk) communication service in its business operation.
  3. EMMA (emma.hk) wishes to provide Cloud Communications Services to Customer and Customer wishes to use and pay for Cloud Communication Services in accordance with the terms of this Agreement.
  4. If you register for a EMMA (emma.hk) account, you acknowledge your understanding of these terms and enter the Agreement on behalf of Customer. Please make sure you have the necessary authority to enter into the Agreement on behalf of the Customer before proceeding.

1. Fees

  1. Customer agrees to pay the Fees as set forth on the Site’s pricing page, as may be updated from time to time, or as agreed otherwise in the Dashboard
  2. Unless otherwise stated, all Fees excludes any applicable Taxes, including any related interest and/or penalties, and other government duties, as well as any other costs, such as transaction costs or bank transfer fees. In the event that Taxes are (or will be) applicable to the Services set out in this Agreement, such Taxes shall be added to the Fees. Customer shall be responsible for and pay all Taxes as well as any other costs imposed on or with respect to the Services that are subject to this Agreement.
  3. If Customer is required by law to withhold or pay Taxes, levies and/or fees of any nature, Customer shall withhold or pay such Taxes, levies and/or fees and shall timely pay the full amount(s) to the relevant governmental authority in accordance with applicable law. EMMA (emma.hk) shall not be responsible for such Taxes, levies and/or fees. Additionally, the Fees payable by Customer to EMMA (emma.hk) shall be increased as necessary so that, net of such payments, Customer will pay to EMMA (emma.hk) such additional amounts as are necessary to ensure recipient of the full amount which EMMA (emma.hk) would have received before the withholding or paying of Taxes.

2. Provision of Services

  1. EMMA (emma.hk) communication service shall be provided subject to the terms of this Agreement and according to the terms as specified in the the Dashboard,
  2. The Services are designed and aimed to serve companies and businesses and are not suitable for personal or household use by private individuals.
  3. Use of Third-Party Applications. EMMA (emma.hk) communication service may enable Customer to use, link, integrate, or otherwise use Third-Party Applications. By using such Third-Party Application with EMMA (emma.hk) communication service, Customer agrees to comply with the applicable Third-Party Applications Terms and where necessary authorises EMMA (emma.hk) to accept such Third-Party Applications Terms on Customer’s behalf. For the avoidance of doubt, Customer warrants to comply with any applicable Third- Party Application Terms, and EMMA (emma.hk) will have no liability in connection therewith.
  4. Changes to the Services. EMMA (emma.hk) reserves the unilateral right to change the features and functions of its Platform, the Software, the Connectivity Services and EMMA (emma.hk) communication service in general, provided that such changes do not adversely affect the use of EMMA (emma.hk) communication service by Customer.

3. Pricing and Payment Terms

  1. Paid Services. For the avoidance of doubt, EMMA (emma.hk) shall start charging Customer the Fees for EMMA (emma.hk) communication service as per the Account Registration Start Date or, as of when Customer starts using EMMA (emma.hk) communication services.
  2. Overdue Fees. EMMA (emma.hk) may charge interest as per the maximum amount permitted by law if the Fees are not paid within the term specified in the Order Form, the Dashboard, and/or on the Site. If Customer is more than thirty (30) days overdue on its payment obligations, this constitutes a material breach of this Agreement.
  3. Monthly Credit Limit. If applicable, Customer shall adhere to any monthly credit limit. If Customer does not reach the monthly credit limit amount by the end of a calendar month, EMMA (emma.hk) will invoice Customer at the end of such corresponding calendar month for its usage of the Services. If Customer reaches the monthly credit limit before the end of the corresponding calendar month, EMMA (emma.hk) will invoice Customer and such an invoice shall be due and payable immediately.
  4. Suspension of Service. EMMA (emma.hk) may suspend the provision of EMMA (emma.hk) communication service with immediate effect if Customer fails to comply with any applicable payment obligations and if Customer exceeds the monthly credit limit as specified the Dashboard, or if EMMA (emma.hk) has substantiated reason to believe that Customer’s use of the Service (i) would constitute a breach of Third-Party Application Terms or (ii) includes transmission of Inappropriate Content or (iii) is in breach of sub-clause 6.12.
  5. Fees changes. Unless differently specified in the Dashboard, and/or the Site, EMMA (emma.hk) may change the Fees for the Services anytime. Any changes of the Fees will be published on the website of EMMA (emma.hk).com/pricing.
  6. Prepaid credit. Unless differently specified in the Dashboard, or on the Site, any prepaid balance or credits purchased by Customer will lapse if Customer does not use the balance or credits within one year after the purchase date. EMMA (emma.hk) is not obliged to refund any prepaid balance or credit.
  7. Currency. The currency of this Agreement shall be USD
  8. Invoice Disputes. Customer shall raise any dispute or other claim regarding an invoice, including any billing discrepancy, or other notice issued by EMMA (emma.hk) under this Agreement within fifteen (15) days after the date of receipt of usage report, in writing to EMMA (emma.hk). If Customer fails to raise any dispute or claim, Customer no longer has any right under this Agreement to bring any dispute or claim regarding such notice. Customer understands and agrees that any billing disputes have to be made specific as to the relevant Service and the price charged for such Service. Any such dispute does not waive, delay or uphold any payment obligations of Customer (other than for disputed amounts).

4. Term and Termination

  1. Term. This Agreement commences on the Effective Date and shall continue as long as Customer uses EMMA (emma.hk) communication services and to the extent applicable, not later until all Services entered into under this Agreement have expired or have been terminated. Except as may otherwise be expressly specified in the Dashboard or on the Site, the Services will automatically renew for additional successive periods of equal duration to the initial term unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the Term.
  2. Termination by both Parties.In addition to clause 5.1, either Party may suspend or terminate this Agreement with immediate effect, without being liable to pay any compensation or reimbursement, by notifying the other Party if any of the following events occurs and each of these events will be deemed to be a cause attributable to such other Party:
    1. the other Party has ceased to exist or has been dissolved; or
    2. the other Party has stopped doing business; or
    3. the other Party files for bankruptcy, suspension of payments or similar protection from creditors; or
    4. the other Party has been declared bankrupt or has been granted suspension of payments, on a temporary basis or otherwise; or
    5. the other Party commits a material breach of its obligations under this Agreement which is not remedied within fourteen (14) days of written notice from the non-breaching party requesting the breach to be remedied.
  3. Unilateral Termination by EMMA (emma.hk). EMMA (emma.hk) may terminate this Agreement or the provision of certain Services to Customer with immediate effect by notifying Customer in the event Customer (i) in breach of its obligations under this Agreement or if EMMA (emma.hk) has substantiated reason to believe that Customer’s use of the Service (a) would constitute a breach of Third-Party Application Terms or the terms of this Agreement (b) is contrary to applicable laws and regulations or public order and morality (c) includes transmission of Inappropriate Content or (d) is in breach of sub-clause 6.12.
  4. Effect of Termination. Upon termination of this Agreement for any reason:
    1. all Licensed Material granted under this Agreement shall immediately terminate;
    2. outstanding and undisputed payment obligations will become immediately due and payable;
    3. Customer shall immediately cease all use of EMMA (emma.hk) communication service;
    4. EMMA (emma.hk) will reasonably cooperate to the extent required with Customer and its service providers in the migration of EMMA (emma.hk) communication service to a successor service provider selected by Customer, except in the event the Agreement’s termination is caused by Customer’s breach of this Agreement;
    5. EMMA (emma.hk) shall not be obliged to refund any prepaid balance on the account; and
    6. EMMA (emma.hk) reserves the right to charge any remaining committed Fees despite the termination.

5. Customer Obligations

  1. Customer shall pay for EMMA (emma.hk) communication service in accordance with the terms set out in the Order For, the Dashboard, and/or on the Site.
  2. Customer acknowledges and understands that EMMA (emma.hk) is only a conduit for the transmission of information sent by Customer, and EMMA (emma.hk) neither initiates the transmission of information, selects the receivers of the transmission, nor selects or modifies the information contained in the transmission;
  3. when using EMMA (emma.hk) communication service, Customer is responsible for determining whether EMMA (emma.hk) communication service is suitable for Customer to use in light of applicable laws and regulations, and EMMA (emma.hk) is not liable if EMMA (emma.hk) communication service does not comply with such laws and regulations.
  4. Customer may not use EMMA (emma.hk) communication service or permit it to be used tto
    1. transmit Inappropriate Content;
    2. interfere with or disrupt the integrity or performance of EMMA (emma.hk) communication service in whatever way; and
    3. access EMMA (emma.hk) communication service in order to build a competitive product or service that may compete with EMMA (emma.hk)’s Services.
  5. Customer is solely and fully responsible for:
    1. the content of the communications sent by Customer or by a third-party on behalf of Customer and shall ensure on-going compliance with the applicable laws and regulations. Customer shall implement adequate measures to prevent EMMA (emma.hk) communication service being used directly or indirectly for illegitimate purposes, or in violation of this Agreement or applicable laws and regulations, or Third-Party Applications Terms;
    2. procuring and maintaining its network connections and telecommunications links from its systems to EMMA (emma.hk), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunication links or caused by the internet;
    3. quality, security and performance of any Customer Creation; and
    4. legal and regulatory compliance of any Customer Creation, including use thereof in compliance with any applicable Third-Party Application Terms, and that any Customer Creation is free from third party claims (intellectual property rights claims or other claims).
  6. Customer shall, at its own expense, take all security measures necessary to:
    1. prevent any unauthorized and/or third-party access to Customer’s passwords, accounts or keys to the Platform and/or the Dashboard;
    2. prevent overuse of EMMA (emma.hk) communication service such as Denial-of-Service attacks by implementing rate limiting where applicable;
    3. prevent spam and fraudulent traffic by implementing blacklists, content filters and other suitable controls; and
    4. ensure timely detection of and response to security incidents, by implementing security monitoring tooling and having security incident response plans and procedures in place.
  7. Customer shall conduct regular vulnerability assessments and penetration testing to ensure its implementation of EMMA (emma.hk) communication service is secure.
  8. Customer shall inform EMMA (emma.hk) by sending an email to security@EMMA (emma.hk).com within twenty- four (24) hours of becoming aware of any breach or security incident involving EMMA (emma.hk) communication service.
  9. Customer shall provide promptly all accurate and relevant information reasonably requested by EMMA (emma.hk):
    1. to confirm Customer’s compliance with its obligations under this Agreement, the applicable laws and regulations; or
    2. in response to any request made by any legal, regulatory, self-regulatory, supervisory, or governmental authority, supplier, or operator of a telecommunication network or system or
    3. as necessary for the provision of the Services.
  10. Customer may not use EMMA (emma.hk) communication services to perform or/and resell services substantially similar to EMMA (emma.hk) communication services without the express prior written consent of EMMA (emma.hk).
  11. Customer shall (i) comply with all applicable international trade laws, including without limitation, (a) economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, the Office of Foreign Assets Control (“OFAC”), the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority and (b) the export controls laws and regulations of the United States of America and the European Union (collectively, (a) and (b), “International Trade Laws”), and shall obtain all export licenses and/or governmental approvals, whenever necessary. Customer guarantees and ensures that (i) neither it or its directors, officers, affiliates, employees or agents is named on or owned or controlled by any person or entity named on, any list of designated persons or entities of the United States of America and the European Union, or any other applicable jurisdictions under International Trade Laws or otherwise the target of International Trade Laws (a “Sanctions Target”) (ii) it is not located, organized or resident in any jurisdiction subject to comprehensive sanctions under International Trade Laws, and (iii) it will not (a) permit any end-user or any other person or entity to access or use EMMA (emma.hk) communication service if the end-user is a Sanctions Target or (b) permit end-users or any other persons or entities to access or use EMMA (emma.hk) communication service in violation of any International Trade Laws or in a manner that could cause EMMA (emma.hk) or any of its directors, officers, affiliates, employees or agents to be in violation of International Trade Laws.
  12. In connection with Customer’s use of WhatsApp Business Solution (WhatsApp Services), as provided by EMMA (emma.hk), Customer may not grant access to any third party service provider (hereinafter referred to as ‘Independent Software Vendor’ and/or ‘ISV’) to WhatsApp Service and Customer’s WhatsApp messages, without prior written approval by WhatsApp of such ISV. EMMA (emma.hk) reserves the right to immediately suspend Customer’s use of Whatsapp Services in the event Customer either operates as an ISV and/or engages an ISV in connection with its use of WhatsApp Services without approval of WhatsApp. For the avoidance of doubt, if Customer is an ISV, has engaged and/or intends to engage an ISV in connection its use of WhatsApp Services, Customer must immediately notify EMMA (emma.hk) of such use case, stop the respective use of WhatsApp Services by ISV, and agree to comply with additional requirements, including signing up to the respective and applicable supplementary WhatsApp terms and conditions, as well as provide the necessary information, as might be required to allow access to such ISVs. Customer expressly shall hold EMMA (emma.hk) harmless for any and all damages resulting from third party claims deriving from EMMA (emma.hk)’s suspension of WhatsApp Services due to Customer’s violation of these terms and WhatsApp’s terms. Customer hereby explicitly authorises EMMA (emma.hk) to accept WhatsApp Client Terms on its behalf.

6. Warranties

  1. EMMA (emma.hk) makes no warranties, whether express, implied or statutory with respect to EMMA (emma.hk) communication ervices, the Platform or the Services and EMMA (emma.hk) expressly disclaims any implied warranties to merchantability, merchantable quality or fitness for a particular purpose.
  2. EMMA (emma.hk) expressly does not guarantee that EMMA (emma.hk) communication services will be uninterrupted or error free, are received properly and/or on time by the end-user. Customer acknowledges in this respect that EMMA (emma.hk) only operates as a conduit for the transmission of electronic communications.
  3. By using the Services, Customer represents and warrants that it is a company and/or business and has the power to enter into this Agreement. In case of any misrepresentation by Customer in regard to the aforementioned confirmation, EMMA (emma.hk) reserves the right to immediately withdraw from this Agreement, without being liable for any damages or costs related to such withdrawal.
  4. Customer represents and warrants that it has full knowledge of and fully complies with all local requirements applicable to the use of the Cloud Communications Services in the jurisdictions where it operates.
  5. The Customer guarantees and warrants that it has and will maintain all necessary licenses, consents and permissions necessary for the use of EMMA (emma.hk) communication service.
  6. Customer warrants that any Customer Creation is free from any third party claims (including intellectual property rights claims) which could limit EMMA (emma.hk)’s rights to the Service (such as, but not limited to copyleft claims) or in any other way cause EMMA (emma.hk) damage. Customer shall, in relation to all Customer Creation, perform any necessary checks and research to confirm this aforementioned freedom to operate.

7. Email and Web Support

Customer will generally have access to EMMA (emma.hk) technical support from 10:00am to 7:00pm HKT (GMT+8:00) on weekdays (other than holidays observed by EMMA (emma.hk)) through email support, or through the web site using our chat widget, or by mailing us on support@emma.hk