Last updated on 23 Sep 2020
This End User Agreement (the "Agreement") is an agreement between you ("you", "your") and Centili Ltd, a Company registered in United Kingdom and whose registered office is situated at 5th Floor, 86 Jermyn Street, London, SW1Y 6AW, United Kingdom ("we", "us", "our", or "Centili") and applies to your use of ourtechnology included into the process of enabling the payment for the electronic digital content (the "EDC") using the mobile device Centili Technology, the www.centili.com website and any related websites and products (collectively the "Centili Technology"). This Agreement applies regardless of how you access the Centili Technology. This Agreement explains our and your respective legal rights and obligations concerning all aspects of our relationship. In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, specifications, guides and guidelines that are provided to you, appear on the Centili website located at the www.centili.com website ("Website") or are referenced in this Agreement (collectively, the "Centili Policies"). We may modify the terms of this Agreement (including any Centili Policy) or the features of the Centili Technology at any time. We will promptly post the amended Agreement or Centili Policy to our Website. Any such change in terms will be effective when communicated to you by posting to the Website. Continuing to use the Centili Technology indicates that you fully accept the changes to the Agreement.
1. USE OF THE CENTILI TECHNOLOGY
To use the Centili Technology, you must have an SMS-enabled mobile phone capable of and authorized by the applicable wireless carrier for using Premium SMS text services ("Eligible Mobile Device"). If you are an individual, you must be either (a) at least 18 years old or (b) at least 13 years old and have been authorized by your parent or guardian to use the Centili Technology. If you represent a business, you must be duly authorized to enter into this Agreement on behalf of the business. You represent that you are the owner or authorized user of the Eligible Mobile Device and are responsible for any charges associated and/or have the bill payer's permission to use the Centili Technology to obtain goods or services. There are limits on the amount of charges you may accrue per transaction, on subscriptions and for specified time intervals as are imposed by the entities with whom the Intellectual property rights in respect of EDC are embedded (the "Merchants") or by wireless carriers that are applicable to your purchases of EDC. The charges exceeding these limits may be rejected by Centili or your wireless carrier in their sole discretion. Amounts payable will be reflected in one or more messages transmitted to your phone. Any other terms and conditions related to charges for the EDC will be contained within the Agreements you have with Merchants and/or the wireless carriers. Your carrier may impose fees and charges in the event it is required to collect from you any unpaid charges. You are responsible for any fees or other charges that your wireless carrier may charge for any related data or message services, including without limitation for SMS, unless noted otherwise. Under no circumstances will Centili or its corporate affiliates be responsible for any wireless email or text messaging charges incurred by a user or by a person that has access to a user's wireless device or telephone number. You may access information about your recent transactions, where available by logging on to the designated section of the Website and entering the pin number provided to you during your most recent transaction. You understand, acknowledge and agree that Centili may, at its sole discretion and without liability to any user, seize the access to thrCentili Technology at any time without advance notice. Centili may provide notice of terminations or changes in services on its Website. Continuing to use the Centili Technology indicates that you fully accept the changes to the Agreement.
2. USAGE OF DATA
Centili (for itself, and on behalf of its subsidiaries and affiliated entities, "Centili") is committed to respecting and protecting your privacy. We value your trust and want you to understand how we protect, collect, use and disclose the personal information you share with us. This privacy statement applies to personal information we obtain anytime you interact with Centili such as when you visit the Website, use the Centili Technology or contact Centili support. We want to ensure you are aware of our practices for collecting and processing personal information, which is information about a person that can be used to identify that person. This privacy statement does not apply to Merchants accessing and using the Merchant portions of our website. The collection, use and disclosure of Merchant data and information is governed by the legal agreement between Centili and Merchant.
What we collect. We collect personal information to process transactions when using the Centili Technology, and administer our business. The type of personal information we collect when using the Centili Technology may include contact information such as mobile number, wireless network, country, billing amount and Merchant or such other information we may collect with your consent or as permitted or required by law.
How we use it. We use personal information in a number of ways such as to complete your transaction, administer any problems that may arise in effecting the transaction, to prevent fraud and abuse, for purposes of verification and risk management and otherwise with consent or as permitted or required by law. Centili may store personal information on databases for the purposes of the administration of our business, including our ongoing relationship with you, for market research and, only with your consent, for direct marketing purposes. As permitted by applicable law, we may merge personal information with public information or other information received from reputable vendors to update contact information or to enhance demographic profiles. We will retain your information for a minimum of 5 years or as necessary to comply with our legal obligations or resolve disputes. If you wish to request that we remove your information from our systems and no longer provide you with services you may contact us.
Who we share it with. Centili will not sell, rent, or lease your personal information. We may share all of the information, as described above, with Merchants, our affiliates and our agents in connection with goods and services these parties perform for, or with, Centili for the uses described in "How we use it" and for other purposes as permitted or required by law. In particular, use of your personal information for marketing purposes by Centili and/or our agents will always be made with your consent and in compliance with the applicable law regarding customer consent. Disclosures permitted or required by law may include cooperation with criminal or government investigations, fraud prevention and detection, and responses to a court order or subpoena. Centili agents are bound by appropriate data safeguarding obligations. Our Merchants, agents and affiliates may be located outside the European Economic Area. Centili may disclose some or all of the personal information to Merchants and service providers for the purposes of processing requested transactions, improving the user experience or to perform business support functions on our behalf. Our agreements with service providers will contain confidentiality provisions and restrictions on using this information for any other purpose. If Centili becomes involved in a merger, acquisition or any form of sale of some or all its assets, we may disclose personal information to third parties in connection with the evaluation of the transaction. The surviving company, or the acquiring company in the case of a sale of assets, would have access to personal information that would continue to be subject to this privacy statement.
Choice. Centili will not use or share your personal information in ways incompatible with the ones described above without providing you a choice. You must opt-out of any sharing of personal information you have authorized or consented to as described above. However, to the extent that applicable law requires express consent or "opt-in" for the collection and use of personal information, Centili will maintain processes and procedures to ensure such information is collected with express consent. Your mobile number will not be used to directly market Centili Technology unless that possible use has been disclosed and a choice provided.
Accuracy & Access Centili is committed to ensuring that the information we obtain and use about you is accurate for its intended purpose. You can contact us at any time to review, update, delete or correct (for future use) your personally identifiable information maintained by Centili. We will reply to your request within thirty (30) days of submission. You can help us maintain accurate records by informing usof changes or modifications to your personal information.
Data Security Centili utilizes physical, electronic and procedural security measures to protect against loss, misuse, and alteration of information under our control. Centili offers industry-standard practices and security measures to safeguard and secure the personal information we collect. Access to personal information is restricted to Merchants, employees and service providers who need to have access to that information as described in this privacy statement. Centili requires its service providers to observe standards with respect to the security, collection, use and sharing of personal information, and to comply with applicable law. We make reasonable efforts to ensure security on our systems. Despite our efforts, we cannot guarantee that personal information may not be accessed, disclosed, altered or destroyed by breach of our administrative, managerial and technical safeguards. When you enter sensitive information such as your mobile number, we encrypt that information using secure socket layer technology (SSL). If Centili learns of a security systems breach we may attempt to notify you electronically so that you can take appropriate protective steps. By using the Centili Technology, you agree that Centili may communicate with you electronically or via short messaging service (SMS). Centili may post a notice on the Website if a security breach occurs.
Preventing Identity Theft. Centili is dedicated to protecting your personal information. We will never initiate a request for personal information from you by fax or email. Please do not send confidential personal information such as social security numbers, government identification numbers, or account numbers to Centili via an unsecured email message. You may send confidential information to Centili via posted mail, phone or contact us. Do not be misled by emails that appear to be from us and ask for personal information.
Browsing. When you browse our Websites or request pages, we automatically collect certain technical information about your visit. Examples of this standard type of information include the type of Internet browser you use, your IP address, browser headers, the files you request and the domain name and country from which you request information. We use this type of technical information to make our website function correctly, to better understand how visitors use our website and to improve the website, its contents and functionality to meet your needs. As part of our efforts to protect customers from fraud, this information is also used to assist in authenticating who you are when you access the website.
Cookies. Some of our web pages may contain "cookies", or data that is sent to your web browser and stored on your computer. The purpose of these "cookies" is to allow our server to recognize you as a Centili Technology userif you return to the website using the same computer and browser. In the event you do not wish to receive such cookies, you usually may configure your web browser to not accept cookies or to notify you if a cookie is sent to you. You are free to decline cookies if your web browser permits, but you may not be able to use all the features and the functionality of our websites. Centili does not link the information we store in cookies to any personally identifiable information you submit while on our website.
Privacy practices of third parties. Centili is not responsible for the content or information practices employed by other websites that are linked to or from our website or which use the Centili Technology. In most cases where links are provided, they are provided as pointers to information on services that may be useful to users. These sites and the Merchant sites providing mobile payment services using the Centili Technology are governed by their own privacy statements. You are encouraged to review the privacy statement of these other websites before providing them with personal information. Centili won't be liable for any handling of your personal information except as stated herein.
Use by Children.
Centili will not knowingly collect personal information from children under the age of 13, without the consent of a parent or guardian. However, this isn't related to the EDC nor to the age needded to purchase any type of EDC. It will be covered by your areements with third parties from whom the EDC is purchased.
Change in Privacy Statement.
For more information or if you have questions.
Should you have further questions regarding our privacy statement or about how your personal information is used, you can contact us.
3. CENTILI TECHNOLOGY
The Centili Technology enable you to use your mobile number to purchase content, eligible goods and/or services from third party Publishers ("Publishers") on a transaction or subscription basis. Except for Centili's limited role in providing access to Centili Technology that you authorize or initiate, we are not involved in any underlying transaction between you, any other user, or any Publisher. Centili is not a bank, finance company, money transferor or other regulated or unregulated entity in the business of banking or providing banking services. We may use the services of one or more third party, processors and/or financial institutions to provide the Centili Technology and process your transactions.
The Centili Technology may only be used for the purpose of the transacting with authorized Publishers and not for any illegal, fraudulent purposes of any kind. If you feel your mobile device has been used without authorization, fraudulently or illegally, please contact us. At Centili's discretion, any information provided by you in connection with a report of fraud or illegal conduct may be passed to a relevant authority.
5. ISSUES WITH USAGE OF THE CENTILI TECHNOLOGY
If you are dissatisfied for any reason or are otherwise experience problems with the Centili Technology, please contact us. Centili is constantly working on improving the Centili Technology and will use every effort to investigate issues promptly and to your satisfaction.
6. YOUR RESPONSIBILITIES
If you are a buyer and you are unhappy with any content, goods or services that you have purchased using the Centili Technology, you should contact the Publisher directly first. You acknowledge, accept and agree that your relationship with Centili is limited to limited to the description stated in clause 3 of this Agreement, for fulfilling the purposesof your relationships with third parties, and that Centili is not responsible for the EDC that you have purchased using the Centili Technology. If you are unable to resolve the matter with the Publisher, you may contact us and Centili might - at its sole discretion - decide to request the Publisher the solution of your issues.
We have no control over the quality, fitness, safety, reliability, legality, or any other aspect of (a) any EDC that you may purchase or sell using the Centili Technology or (b) any Publisher's storefront or website that you may access as part of using the Centili Technology. We do not monitor the actions or the status of Publishers. We are not required to issue refunds if a product or service turns out to not meet your expectations, or if the Publisher does not fulfill its commitments. We have no obligation, and cannot guarantee that, we will resolve any disputes related to any transaction to your satisfaction. The Centili Technology is provided "AS IS" and without warranty. You acknowledge and agree that from time to time, the Centili Technology may be delayed, interrupted or disrupted for an indeterminate period of time due to circumstances beyond the reasonable control of Centili including, without limitation, any inaccuracy, interruption or delay in transmission by the telecommunications carrier used with the Eligible Mobile Device to access the wireless web, or any interruption, disruption or failure in the provision of the Centili Technology, whether caused by strikes, power failures, equipment malfunctions or other reasons. Centili and its affiliates shall not be liable for any claim arising from or related to the Centili Technology arising from any such delay, interruption, disruption or similar failure. In no event will Centili or any affiliate or aggregator be liable for indirect, consequential or special damages, including lost profits, arising from your use of the Centili Technology, even if such damages were reasonably foreseeable and notice was given regarding them. These limitations will apply to all causes of action, whether arising from breach of contract, tort (including negligence) or any other legal theory. By identifying a cell phone or other device as an Eligible Mobile Device for use with the Centili Technology, Centili does not recommend, endorse or make any representation or warranty of any kind regarding the performance or operation of such device. You are responsible for the selection of an Eligible Mobile Device and for all issues relating to the operation, performance and costs associated with such device with your telecommunications carrier. Except as otherwise required by applicable law or regulation, Centili may terminate your use of the Centili Technology and expand, reduce or suspend the type and or currency amounts of transactions allowed using the service, change the enrollment process and transaction limits associated with it from time to time based on security issues and other factors at any time in its sole discretion without prior notice. The rights and obligations related to EDC, as well as the needed consents for supply and/or your rights for withdrawal from purchasing such EDC will not be Centili's liability.
8. ACCEPTABLE USE
You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Centili. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Centili Technology on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party. We may refuse to provide and have the right to disable the Centili Technology to you or any other user at any time for any reason or no reason whatsoever, including, without limitation, if we suspect fraud, illegal, unauthorized or improper conduct or if your use of the Centili Technology results in excessive requests for refunds or chargebacks.
9. NO WARRANTY
THE WEBSITE AND THE CENTILI TECHNOLOGYS ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, THE CENTILI TECHNOLOGY OR ANY APPLICATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF PUBLISHERABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE WEBSITE, THE CENTILI TECHNOLOGY, OR ANY APPLICATION OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.
10. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE CENTILI TECHNOLOGY (INCLUDING THE INABILITY TO USE THE CENTILI TECHNOLOGY), OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE CENTILI TECHNOLOGY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF CENTILI OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control. The laws of certain states or other jurisdictions do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have rights in addition to those contained in this Agreement. Our liability is limited to the greatest extent permitted by law.
You will indemnify and hold harmless us and our affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Centili Policies; (b) your wrongful or improper use of the Centili Technology; or (c) any illegal or fraudulent use of the Centili Technology.
12. GENERAL PROVISIONS
12.1 Electronic Notices and Your Consent
12.2 Data Protection
12.3 Governing Law
Venue. The laws of England and Wales govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any dispute relating in any way to your visit to the Website use of the Centili Technologys decided by the London courts, and you consent to exclusive jurisdiction and venue in such courts.
You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void.
12.5 No Waiver
We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Centili Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Centili Policy).
12.6 No Agency
Nothing in this Agreement is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you, us or our affiliates.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.
12.8 Entire Agreement
This Agreement, including without limitation the Centili Policies and the general terms and conditions of the Website, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on Centili unless set forth in a writing signed by us.