Terms of service

This is a template prepared for review by qualified counsel. It is not legal advice. It must be reviewed and adapted by a licensed lawyer, and adapted per jurisdiction, before use as a binding contract.

Effective date: 31 August 2026 Last reviewed: August 31, 2026

These Terms of Service ("Terms") are between Ino Tek Plus Holding, a company operating from Fort McMurray, Alberta, Canada ("we," "us," "Ino Tek Plus"), and the business entity that creates an account for SMS Bridge ("Customer," "you"). By creating an account or using SMS Bridge, you agree to these Terms.

1. The service

SMS Bridge is a business texting system that lets a field service company communicate with its own customers through a single company phone number, with messages gated in both directions through "the Company Gate" feature, available as a self hosted deployment on Customer's own server, or as a hosted deployment we operate on Customer's behalf.

2. Subscription and payment

• Plans, as of this draft: Starter at $49/month, Business at $199/month, Pro at $399/month, plus $19/month for a registered carrier line (10DLC) where used. These figures are the draft pricing ladder provided to me for this exercise; final published pricing must be confirmed against the live pricing page before this document is used as a binding contract, since pricing can change.
• Subscriptions renew automatically each billing period unless cancelled before renewal.
• Fees are exclusive of applicable taxes, which Customer is responsible for unless we are legally required to collect them.
• Carrier costs: where Customer uses the carrier API gateway (for example Telnyx) instead of the Android handset relay, per-segment carrier charges (approximately $0.005 per segment at the time of this draft, subject to the carrier's own pricing) are passed through to Customer, in addition to the $19/month registered line fee. See acceptable_use_and_sms_disclaimer.md.
• Non payment may result in suspension of the account after notice and a cure period of thirty days.

3. Customer is the sender of record

This section is the most important allocation of legal risk in these Terms. Customer is, for all applicable telecom and privacy law purposes, the sender of record of every message sent through Customer's account, including messages sent by Customer's employees, contractors, or integrations. Customer represents and warrants that:

• It has obtained all consents required by applicable law (including CASL, TCPA, GDPR/ePrivacy, and any other law applicable to its end customers) before sending any message, whether transactional or marketing, through SMS Bridge.
• It will honour opt out requests (for example "STOP") promptly and within any deadline required by applicable law, including the 15 day cure window imposed by Florida's Telephone Solicitation Act as amended by Chapter 2023-150 (sb.flleg.gov, approved May 25, 2023) for any Florida recipients, and any equivalent deadlines in other jurisdictions it sends to.
• It will not use SMS Bridge to send unsolicited marketing blasts, and will comply with acceptable_use_and_sms_disclaimer.md.
• It is solely responsible for the accuracy of any representations made in its own messages, including identification of itself as the sender.

We provide the platform and the gating logic. We are not the sender of record, we do not review or approve individual messages before they send (other than through the automated Company Gate logic Customer configures), and we disclaim responsibility for Customer's compliance with consent and marketing laws applicable to Customer's own messages. This allocation of responsibility should be reviewed by counsel against the current legal position in each jurisdiction Customer operates in; in some jurisdictions a platform provider may still carry secondary liability or due diligence obligations, and I don't know the precise scope of any such secondary liability across every jurisdiction in the regulatory map, needs counsel.

4. Acceptable use

See acceptable_use_and_sms_disclaimer.md, incorporated by reference.

5. Self hosted vs. hosted responsibilities

• Self hosted: Customer is responsible for its own server security, backups, uptime, and compliance with data residency requirements applicable to it. We provide the software, updates, and support, but we do not operate Customer's server and cannot guarantee its uptime or security.
• Hosted: We are responsible for the uptime and security of the infrastructure we operate, per the service levels below.

6. Service levels

For hosted deployments we target 99.5% uptime measured monthly, excluding scheduled maintenance announced at least twenty four hours in advance and failures of the carrier, the mobile network, or the customer's own handset, none of which are within our control. This is a target, not a contractual service credit commitment. We do not offer service credits at these prices, and we would rather say so here than write a promise we would argue about later. Self hosted deployments carry no uptime commitment, since the customer operates the infrastructure.

7. Intellectual property

We retain all rights in the SMS Bridge software, brand, and documentation. Customer retains all rights in its own data, including message content, contact records, and configuration.

8. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data, arising out of or related to these Terms.
• Each party's total aggregate liability arising out of or related to these Terms will not exceed the amount Customer paid us in the twelve months preceding the claim.
• These limitations do not apply to: (a) either party's indemnification obligations for third party intellectual property claims, (b) breach of confidentiality, (c) a party's gross negligence or wilful misconduct, or (d) amounts that cannot be limited under applicable law.
• Customer's warranties in Section 3 regarding consent and sender-of-record status are a material inducement to us entering this agreement; a breach of those warranties by Customer causing us loss, including regulatory fines or third party claims against us, should be addressed with an indemnification clause. A full indemnification clause needs to be drafted by counsel and inserted here; I have flagged the need but have not drafted binding indemnity language.

9. Termination

• Either party may terminate for convenience with thirty days written notice.
• Either party may terminate immediately for the other party's material breach not cured within thirty days of written notice.
• We may suspend or terminate immediately for non payment after the cure period in Section 2, or for a violation of the Acceptable Use Policy that creates legal or security risk.

10. Data export on exit

On termination or expiry of the agreement, for a period of thirty days following the effective date of termination:

• Self hosted: Customer already holds all data on its own server; no export action from us is required, though we will assist with any final configuration questions during the transition period.
• Hosted: we will make available to Customer, in a commonly used, machine readable format (for example CSV or JSON export of contacts, conversations, and message history), all of Customer's data, and will delete that data from our systems within ninety days after the export period ends, except where retention is required by law or for legitimate backup/archival purposes consistent with our then current retention schedule.

11. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in Alberta for any dispute not otherwise resolved by good faith negotiation first, then arbitration seated in Alberta, Canada. Whether an arbitration clause is desired, and its specific form, is a business decision that should be made with counsel; I have not drafted arbitration language here.

12. General

• Assignment: Neither party may assign these Terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure: Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement: These Terms, together with the Privacy Policy, DPA (where executed), and Acceptable Use Policy, constitute the entire agreement between the parties regarding SMS Bridge.
• Severability: If any provision is found unenforceable, the remaining provisions continue in effect.

13. Contact

Ino Tek Plus Holding, Fort McMurray, Alberta, Canada. info@inotekplus.com. inotekplus.com. Business line +1 (780) 215 1111 is not a contract notice channel; use email for any notice required under these Terms unless otherwise agreed in writing.

Reminder: multiple sections above are explicitly flagged as placeholders needing a business decision and/or counsel drafting (SLA commitment, indemnification clause, arbitration clause, final data retention periods). Do not present this document to a customer as final.