Terms of Service
What this document is about
Segmentic is a marketing automation platform: it receives the customer's user events, builds profiles and segments out of them, and sends messages on the basis of those segments. This document is the main agreement between the two sides and says what each one gives and what each one does not.
The provider of the service is Kargostaran Nasl Javan Bakhtar, corporate national identifier 14012642466, registration number 21522, registered in قم, of استان قم، شهرستان قم، بخش مرکزی، شهر قم، پردیسان، خیابان شهیدان تلخابی، بلوار شهید حسین مولوی، پلاک ۴۲، مجتمع پارک علم و فناوری استان، بلوک ۱۲، طبقه ۱، واحد ۱. In the text that follows, "we" means that person and "the customer" means the party in whose name the account stands.
Three further documents form part of this agreement and are incorporated into it by reference: the Privacy Policy, on personal data; the Messaging Policy, on what may and may not be sent; and the Service Level Commitment, on availability and remedies. Where this document and a customer's signed contract conflict, the signed contract prevails.
Who the customer is
The customer acquires this service in the course of its trade or its professional business and is not a consumer within the meaning of article 2 of the Electronic Commerce Act 1382.
That sentence is not a formality. The consumer protection chapter of the same Act, including the seven working day right of withdrawal under article 37 and the annulment of unfair terms under article 46, protects a person who acts for a purpose other than trade or a professional occupation. Our customer is a business taking a tool for its own work, so that chapter does not govern this relationship and these terms give no seven day right of withdrawal.
If this same service is one day offered to an individual for non-commercial use, a separate version of these terms carrying the required right of withdrawal becomes necessary. The present version was not written for that case.
Article 1Acceptance and what it proves
Online acceptance is binding. Article 6 of the Electronic Commerce Act treats a data message as the equivalent of writing, and article 7 says that wherever the law requires a signature, an electronic signature is sufficient. So ticking the acceptance box, when it is a positive act by the user and comes after the full text has been made available, carries the effect of a signature.
At the moment of acceptance the system records four things, and the parties agree that this record is accepted proof that acceptance happened: the identity of the accepting user, a timestamp, the IP address, and a hash of the version that was accepted. A hash is a digital fingerprint of the text, and it changes if a single character changes.
It has to be said plainly that this is an "ordinary" electronic signature, not the "secure" signature of article 10. The difference sits in article 15: denial and doubt are not heard against a secure signature, but they are heard against an ordinary one, and article 13 then leaves its evidential weight to the court's assessment of how reliable the method was. That is why we keep the acceptance log in full. For an enterprise contract and a heavy financial commitment, a paper signature or a certificate from a licensed electronic certification office takes the place of this.
Article 2What the service is and what it is not
The service covers receiving and storing events, building profiles and segments, running campaigns and user journeys, and sending on the channels enabled for the account. The exact scope for each account is set by its plan.
Data is stored inside Iran. The choice of data centre is ours and a move is possible with prior notice, but data does not leave Iran.
Two things the service is not. First, this agreement is not an order for bespoke software; it grants the right to use a platform that already exists. Second, we are not the sender of the messages; we are the technical intermediary that carries them. The contact list and the text of the message belong to the customer, and the duties attached to them are set out in the Messaging Policy.
Article 3Accounts and invitations
An account is created by invitation. There is no self-serve signup. The reason is that every account has to be identified and traceable before any sending channel is switched on.
The customer is responsible for its own users: granting and withdrawing access, keeping passwords and API keys confidential, and everything done with that access. If it suspects that a credential has leaked, it must tell us without delay.
تبصره 1: A security breach on our side is reported to the customer within 72 hours of confirmation. The full description is in the Privacy Policy.
Article 4What the customer undertakes
- The data it uploads was lawfully obtained and it holds the authority to
process it.
- Prior consent has been obtained for every channel on which a contact is
messaged. Details in the Messaging Policy.
- Identity and billing information is accurate and kept current.
- The rules of the app stores and the rules of the SMS gateways that apply to
the customer's own application are observed.
- These are not to be stored inside the platform: national ID numbers, bank
account and card details, and health data. What was never stored does not escape in a leak either, and this is the cheapest way for both sides to lower the ceiling of a possible loss.
The sensitive attributes of article 58 of the Electronic Commerce Act carry the same rule and are listed one by one in the Messaging Policy.
The customer is the data controller and we are the data processor acting on its instructions. Any claim, complaint or fine arising out of the customer's data or messages rests with the customer, which also reimburses what it costs us to defend the same matter.
Article 5Limits on use
Every plan has its ceilings: event volume, number of contacts, API call rate, and number of messages. Passing a ceiling means either moving up a plan or being throttled.
Independently of the plan ceilings, we have the right to shape an account's traffic, meaning to queue it temporarily or bring its rate down, where the stability of the platform for the other customers is under threat. This power exists to keep the service standing, not to punish, and wherever it is possible we give notice first.
These are prohibited: reverse engineering, using the platform to build a competing product, penetration testing without prior written coordination, and handing access to a third party without our permission.
Article 6The customer's data belongs to the customer
The raw data of the customer and of its users belongs to the customer. We process it only in order to operate this service.
The retention period for event data is set by the customer itself. Until it has been set there is no automatic deletion and the data stays. We promise no default retention period. The configurable floor is 30 days.
Aggregated and anonymised data, statistics, and the models built from them belong to us and are used to improve the product. That data does not lead back to any identified person or account.
We do not use the customer's name or mark in case studies or advertising without its written permission.
تبصره 2: A request to access, correct or erase one individual's data can be carried out with the tools inside the platform, and is also handled through privacy@segmentic.net.
Article 7Ownership of the platform
The code, the design, the documentation and the trade mark of the platform are ours. The customer receives permission to use them: non-exclusive, non-transferable, and limited to the term of the contract.
This clause is written out explicitly because the law says the opposite where a contract is silent. Article 6 of the Computer Software Authors Rights Protection Act 1379 gives the economic rights in software produced to order to the party that ordered it, unless the contract provides otherwise. So if this clause were absent and somebody read the relationship as an order to build software, ownership would land with the customer. The subject of this agreement is the provision of a service, not the building of bespoke software.
The author's moral rights are not transferable under that same Act and are not transferred here. If some part of the work is genuinely specific to one customer, that part is named in a separate contract.
Article 8Availability and maintenance
The availability figure, the support window and the service credit mechanism live in the Service Level Commitment and are not repeated here, so that we never carry two inconsistent numbers in two documents.
Planned maintenance is announced in advance and is carried out outside peak hours as far as that is possible. Emergency maintenance, where security or stability is at risk, may be carried out with no prior notice.
A nationwide disruption of the internet, filtering or throttling of access, and infrastructure outages beyond our control are a separate matter and do not count in the availability calculation. What happens to a prepaid period during a long outage is settled in that same commitment.
Article 9Suspension and termination
Three steps, in order of severity:
- **Immediate suspension, with no prior notice.** A clear breach of the
Messaging Policy, a security threat, or an order from a legal authority. It lasts until the cause is removed.
- **Suspension on written notice.** Payment left overdue, or a breach that can
be cured.
- **Termination.** A serious or repeated breach, or either party ceasing to
trade.
Once the relationship ends, the customer has 30 days to take its data out. The data is then deleted within 30 days, apart from whatever the law obliges us to keep. That part is held separately and in isolation for the minimum period set by the laws in force, and serves no other purpose.
تبصره 3: Deletion has three layers and they do not happen at the same moment. Deletion from the operational instance is immediate, its propagation into the data warehouse lags behind, and backup copies survive until their own cycle ends. A claim of instant deletion would not be a true claim.
Article 10Cap on liability
Our total liability towards the customer, for any single claim and for all claims together, does not exceed the amount the customer paid during the twelve months before the event that the claim is about.
Indirect loss, loss of profit, loss of a commercial opportunity and reputational harm are not compensated in any case.
This cap does not apply in five situations: wilful misconduct, gross negligence, breach of the confidentiality obligation, infringement of intellectual property rights, and personal injury.
Writing these exceptions out does not weaken the clause, it is what keeps it alive. A term excluding liability for wilful misconduct and gross negligence is void, and a clause that refuses to concede this is exposed to being set aside as a whole.
Article 11Force majeure
Article 227 of the Civil Code relieves an obligor of damages where it proves that the failure to perform was caused by an external factor that cannot be attributed to it, and article 229 repeats the same rule for an event whose prevention lay beyond its power. Those two articles grant relief from damages only and do not dissolve the contract by themselves, so the mechanism below is our agreement rather than the command of the law.
The instances listed here on purpose: wide interruption or disruption of the internet, filtering and throttling of access, failure of infrastructure providers, an inability to renew or to pay for external services, new government regulation, war, and natural disaster.
Why they are listed: a general invocation does not work. Force majeure requires three conditions at once, that the event be external, that it be unforeseeable at the time the contract was made, and that it be unavoidable, and nobody today can claim that sanctions in Iran were unforeseeable. So rather than leaning on the general definition, we agree this list together.
The party that is hit must give written notice. Obligations stay suspended until the obstacle is removed, and if the situation lasts more than three months either party may terminate without liability for damages.
Article 12Notices and digital communication
Correspondence through the ticketing system, through email and through in-platform notification takes the place of a letter, a fax and an attendance in person, and the parties treat it as valid service. The whole working relationship runs along these routes, and without this clause any notice given on a ticket could later be denied.
Our address for service is info@segmentic.net. The customer's address for service is the email registered on its account, and keeping it current is the customer's own responsibility.
Article 13Changes to these terms
A change to this document is announced at least 60 days before it takes effect. If the change alters what the customer has undertaken, fresh acceptance is required and continued use on its own does not count as acceptance.
Earlier versions stay archived and available, because in a dispute it has to be possible to establish which version governed on the date of the event.
Article 14Governing law and dispute resolution
The law governing this agreement is the law of Iran.
Dispute resolution has two stages. First, direct negotiation. If that reaches no result within one month, the dispute is referred to the Arbitration Centre of the Iran Chamber of Commerce and decided under its arbitration rules. The arbitration clause is a separate agreement of its own, and the invalidity of this document alone does not deprive it of effect.
If arbitration turns out to be impossible for any reason, the competent forum is the general courts of the provider's place of residence.
تبصره 4: Where the customer is a governmental or public institution, article 139 of the Constitution makes the referral to arbitration of claims concerning public and state property conditional on the approval of the Council of Ministers. In that case the arbitration clause does not operate without those formalities, and the forum is the competent court.
Which version governs
The Persian version of this document is the authoritative one. This English text is a convenience translation, and wherever the two differ in any respect, the Persian version prevails.
Contact
Questions about this document: support@segmentic.net
Kargostaran Nasl Javan Bakhtar https://segmentic.net