Terms and Conditions

1. Acceptance of Terms

These Master Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client", "User", "You") and XDA Technologies ("Company", "We", "Us", "Our"), concerning your access to and use of our enterprise software solutions, APIs, Value Added Services (VAS), SMS/USSD gateways, OTP delivery platforms, and bespoke software consultancy services (collectively, the "Services"). By executing an Order Form, utilizing an API key, or accessing our platform, you acknowledge that you have read, understood, and agree to be bound by all of these Terms.

Product-Specific Terms & Umbrella Acceptance: Certain products, sub-products, and platform services provided by the Company (including but not limited to Vouchly, SMSPro, MailPulse, and any other subsidiary systems, applications, or portals) may be subject to their own distinct terms of service or acceptable use policies. By accepting these Master Terms and Conditions, you explicitly acknowledge and agree that you accept the terms governing all such sub-products and service-specific policies as well, insofar as they apply to your utilization of our integrated digital ecosystem.

2. Service Level Agreement (SLA) & Uptime Guarantee

XDA Technologies is committed to providing carrier-grade reliability. We guarantee a 99.99% monthly network uptime for our core API infrastructure. Routine maintenance windows will be communicated at least 48 hours in advance and scheduled during off-peak hours (typically between 00:00 and 04:00 GMT). We are not liable for outages caused by downstream telecommunication carriers, internet service providers (ISPs), or acts of God (Force Majeure).

3. Client Responsibilities & Account Security

You agree to provide true, accurate, and complete Know Your Customer (KYC) documentation as required by telecommunication regulations. You are solely responsible for maintaining the strict confidentiality of your API credentials, passwords, and webhooks. XDA Technologies explicitly disclaims any liability for financial loss or data breaches resulting from compromised Client credentials. You must notify us immediately of any suspected unauthorized access.

4. Intellectual Property Rights (IPR)

4.1 Platform & API Ownership

All source code, underlying algorithms, API designs, trademarks, and documentation related to the XDA Technologies platform remain the exclusive intellectual property of XDA Technologies. The Client is granted a non-exclusive, non-transferable, revocable license to utilize the APIs solely for the intended business purpose during the active term of the agreement.

4.2 Custom Engineering & Consultancy Deliverables

For bespoke software consultancy, all intellectual property rights to the final deliverables (e.g., custom mobile applications, enterprise dashboards) shall transfer to the Client entirely only upon full and final payment of all associated invoices. XDA Technologies retains a perpetual, royalty-free license to use general, non-proprietary underlying frameworks, libraries, and foundational code developed during the engagement for other clients.

5. Financial Terms, Invoicing & Taxes

• Prepaid Services: Access to SMS, OTP, and USSD gateways requires prepaid wallet funding. Credits do not expire, but are strictly non-refundable.
• Postpaid/Enterprise: Enterprise clients subject to strict credit checks may be offered Net-30 payment terms. Overdue invoices will accrue interest at a rate of 1.5% per month or the highest rate permitted by law.
• Taxes: All listed fees are exclusive of Value Added Tax (VAT), withholding tax, and other statutory levies, which shall be borne by the Client as mandated by the Ghana Revenue Authority (GRA) or the Client's local jurisdiction.

6. Compliance & Acceptable Use

The Client agrees to strictly adhere to our Acceptable Use Policy (AUP). The transmission of unsolicited bulk messages (Spam), fraudulent financial solicitations, or any content violating the laws of the Republic of Ghana or the terminating country is strictly prohibited. XDA Technologies utilizes automated content filtering and reserves the right to suspend API access immediately, without liability, if a violation is detected.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XDA TECHNOLOGIES, ITS DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES. XDA TECHNOLOGIES' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO XDA TECHNOLOGIES IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. Indemnification

You agree to defend, indemnify, and hold harmless XDA Technologies and its licensors against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Service; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including any copyright, property, or privacy right; or (d) any claim that your message content caused damage to a third party.

9. Confidentiality

Both parties agree to hold each other’s Proprietary and Confidential Information in strict confidence. "Confidential Information" includes, but is not limited to, pricing, API architecture, source code, business strategies, and customer data. This obligation of confidentiality shall survive the termination of this agreement for a period of five (5) years.

10. Dispute Resolution & Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Ghana. Any dispute, controversy, or claim arising out of or relating to this agreement shall be settled through binding arbitration administered by the Ghana Arbitration Centre in Accra, Ghana, in accordance with the Alternative Dispute Resolution Act, 2010 (Act 798).

11. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms or non-payment of invoices. Upon termination, your right to use the Service will immediately cease.