Terms of Service
INTRODUCTION
This Terms of Service (or the ‘Agreement’) is a binding contract between the Client and Rebue Text, governing the use of our Services.
When we refer to “RT” or use “we”, “us” or “our”, we are referring to Rebue Text Limited and its Affiliates.
When we refer to “Client”, “you”, or “your”, we mean:
- the individual person who has entered into this Agreement with RT in their own capacity (such as a developer or sole user); or
- the legal entity (such as a company, organisation, or sole proprietor) that has entered into this Agreement with RT, including all individuals authorised by that entity to access or use the Services on its behalf (“Authorised Users”), as described in Clause 1.2.
If you are accessing the Services as an individual on behalf of a Client entity, you represent and warrant that:
- you are an Authorised User;
- you have been validly invited or permitted by the Client to use the Services; and
- you have the authority to bind the Client to this Agreement (or, if not, that the Client has already agreed to be bound).
RT and the Client are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
Unless otherwise specified in context, capitalised terms are defined in the Definitions section located at the end of this Agreement.
1. ACCESS AND USE OF SERVICES
1.1 Access to Services
To use the Services, the Client must create a User Account. The Client is solely responsible for all activities that occur under its User Account, including all API requests, which shall be deemed to have been sent and authorised by the Client.
1.2. Authorised Users
The Client may designate Authorised Users, including as its employees, contractors, Affiliates, or other representatives, to access the Services on its behalf. The Client acknowledges and agrees that:
1.3 Access Rights
Subject to the terms of this Agreement, RT grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence and right to access and use the Services solely for lawful internal business operations for the term. This license is not sublicensable or extendable to third parties without RT’s explicit written authorisation. The Client may permit individuals to access the Services as Authorised Users only in accordance with Clause 1.2.
1.4 Permitted Use
The Client shall use the Services only for lawful purposes, and in compliance with this Agreement, the Acceptable Use Policy, the Documentation, a Service Confirmation, and Applicable Law.
1.5 Service Activation
- shall provide the Beneficial Owner's full legal name, registration details, and contact information during the Service request;
- may be required to upload written authorisation from the Beneficial Owner; and
- acknowledges that the Beneficial Owner retains ultimate rights to the resource and acknowledges that RT may be required to transfer resource control to the Beneficial Owner if the service relationship ends.
1.6 Test Accounts
RT may provide a sandbox or a test account strictly for non-productive testing, demonstration and evaluation purposes of our Services. The Client shall not connect the test account to any productive IT environment, or use the test account for any commercial, operational, or public-facing purposes. The Client shall comply with all specific instructions, protocols, and limitations provided. Breach of these conditions may result in immediate account revocation and potential liability for damages. We reserve the right to modify or withdraw access to the test account at any time. Use of the test services is at the Client’s own risk, and we shall not be liable for any interruptions or for any data loss or damage.
For our Voice product, we offer a two (2) week test period to allow the Client to address any technical complexities in connecting to our Services. This test period begins on the date the Client’s test account is activated.
1.7 Suspension of Services
- (a) the Wallet balance is negative or otherwise insufficient to cover fees;
- (b) unusual, excessive, or potentially fraudulent traffic is detected;
- (c) any use of the Services threatens the security, integrity, or availability of the Services, RT’s systems, or those of a Network Provider;
- (d) RT is required to do so by a Network Provider, Regulator, or law-enforcement authority;
- (e) the Client or an Authorised User breaches the Acceptable Use Policy in a manner that could cause immediate harm to RT, a Network Provider, or any third party;
- (f) RT reasonably believes suspension is necessary to prevent an imminent violation of Applicable Law; or
- (g) emergency maintenance or security patches must be deployed.
2. GENERAL OBLIGATIONS OF THE CLIENT
2.1 Legal Capacity
The Client represents and warrants that it has the legal capacity and authority to enter into this Agreement, which is a binding and enforceable. Where the Client is a legal entity, the individual accepting this Agreement represents and warrants that they have authority to bind that entity. The Client further warrants that it has authority to designate Authorised Users and shall ensure that each Authorised User acts within the scope of such authorisation.
2.2 Security Responsibilities
The Client is solely responsible for ensuring the security of its systems and shall implement and maintain industry standard security measures to prevent unauthorised access to or use of the Services and promptly notify RT of such incidents. The Client warrant and represent that it shall:
2.3 Cooperation
The Client shall promptly comply with requests, directions or orders from RT, a Network Provider or a Regulator that is necessary to:
2.4 Liability for Content
The Client is solely responsible for all content transmitted through the Services by it or any of its Authorised Users. RT does not control or monitor such content. The Client acknowledges that content created or transmitted by any Authorised User shall be deemed to be content of the Client. To the fullest extent permitted by law. To the fullest extent permitted by law, we exclude all liability for any issues or claims arising from the content, including but not limited to errors, viruses, or security breaches that may occur, and any claims arising due to the use or misuse of such content, except in cases of our gross negligence or wilful misconduct. The Client agrees to indemnify and hold RT harmless from any third-party claims arising from its content.
2.5 Client Information
The Client agrees to provide information required for the Service provision, and to promptly update this information upon request including:
The Client warrants that all information provided shall be true, accurate, and complete, and the Client agree to update such information promptly if it changes.
2.6 Third-Party Services and Applications
The Client may choose to integrate with third-party web services, software and/or application when accessing our Services. The Client is solely responsible for these integrations, including compliance with their terms and obtaining necessary licenses and consents, maintaining and promptly updating any third-party services or applications integrated with our Services to ensure continued compatibility and security. RT shall not be liable for any issues caused by these third-party services, including compatibility problems, updates, errors, or bugs arising from the Client’s use. The Client shall indemnify, defend, and hold RT harmless from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from malfunctions, defects, or incompatibilities of any equipment or software the Client provides, or uses in connection with the Services.
2.7 Compliance with Laws
The Client warrant that it shall:
3. PAYMENT TERMS
3.1 Fees
Unless otherwise agreed in writing, all fees are payable in advance. The Client shall pay all applicable Service fees, maintenance fees, one-time setup charges, and any other charges that apply under this Agreement. All such fees will be automatically deducted from the Client’s Wallet balance. Such payments shall be without any set-off, counterclaim, deduction or withholding, except for any mandatory deduction or withholding of Taxes as required by law.
3.2 Wallet Top-Up
The Client shall maintain a positive Wallet balance at all times. Wallet top-ups may be made using any available method as listed on RT’s Website or in the Dashboard. Top-ups will be deposited in the currency selected during the User Account creation. The exchange rate used for top-ups in a currency different from the User Account currency will be the prevailing market rate at the time of the transaction, which may be subject to fluctuations.
3.3 Recurring Fees Deduction Schedule
3.4 Security Deposit
RT may request a security deposit to cover potential regulatory fines, penalties, or unpaid charges arising from breach of the Acceptable Use Policy or other material terms. If any portion of the deposit is used, RT may deduct the replenishment amount from the Wallet or request immediate top-up. Failure to comply may result in suspension under Clause 1.8. RT reserves the right to adjust the security deposit based on periodic reviews of the Client’s adherence to the Acceptable Use Policy and any changes in regulatory standards or penalties that may arise.
3.5 Taxes
Unless stated otherwise, all fees are exclusive of Taxes. To claim a tax exemption or a specific withholding amount, the Client shall provide us with a valid tax certificate, receipt, or other official document from the relevant tax authority to support its position. Upon request, the Client agrees to provide RT with its tax identification information needed for RT’s tax compliance purposes.
3.6 Price Changes
RT reserve the right to change our fees under the following conditions:
4. TERM AND TERMINATION
4.1 Term
4.2 Termination for Convenience
Either Party may terminate the Agreement for any reason on thirty (30) days’ prior written notice.
4.3 Termination for Material Breach
Either Party may terminate immediately by written notice if the other Party materially breaches the Agreement and:
4.4 Additional Termination Rights
RT may also terminate immediately by written notice if:
4.5 Effect of Expiration or Termination
Upon the effective date of termination or expiration of this Agreement:
The termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the effective termination date, including the right to claim damages in respect of any breach of the Agreement which existed at or before the effective termination date.
4.6 Survival
Any clauses that are intended to survive termination of this Agreement shall remain in effect regardless of the cause of termination.
5. CONFIDENTIALITY
5.1 Definition
“Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, whether orally, visually, in writing, or by access to systems, and whether marked as confidential or not, including but not limited to:
5.2 Scope
Each Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party, except where required by Applicable Law or a valid court or regulatory order, or as expressly permitted under this Agreement.
Confidential Information excludes information that:
5.3 Confidentiality Obligations
The receiving Party shall:
5.4 Duration and Survival
These confidentiality obligations shall remain in effect during the term of the Agreement and shall survive for five (5) years after its expiration or termination. For Confidential Information constituting trade secrets or Client Data, the obligations shall survive indefinitely for so long as such information remains confidential.
6. INTELLECTUAL PROPERTY
6.1 RT’s Intellectual Property
RT retains all right, title, and interest in and to its Intellectual Property, including but not limited to:
Nothing in this Agreement grants the Client rights to, RT’s Intellectual Property except the limited access and use rights granted under Clause 2.2.
6.2 Client’s Intellectual Property
The Client retains all right, title, and interest in and to its own pre-existing Intellectual Property and developed independently, and nothing in this Agreement shall be construed to transfer any such rights to RT. The Client’s use of the Services does not grant RT any rights to the Client’s Intellectual Property, except as necessary to provide the Services or explicitly stated in this Agreement. The Client is responsible for ensuring that any Client Data shared does not infringe upon third-party Intellectual Property rights and complies with all Applicable Laws.
6.3 Client Data Licence
The Client shall own its Client Data. The Client grants RT a non-exclusive, worldwide, royalty-free, licence to right to collect, use, modify, adapt, and process the Client Data to:
RT shall handle Client Data in accordance with Data Protection Laws and the Data Processing Agreement. RT may generate and use aggregated, anonymised, or de-identified data derived from Client Data that does not identify the Client or its end users for our business purposes, including analytics, research, benchmarking, and service improvement, and developing and offering of new products and services. Such data is no longer considered personal data under applicable law. RT retain all rights, title, and interest in any anonymised data sets, models, or derivative works created in the course of providing or improving the Services.
6.4 Feedback
The Client may voluntarily submit comments, suggestions, or improvement ideas regarding the Services. The Client assigns all right, title, and interest in such Feedback to RT, and RT shall be free to use it without restriction or obligation.
6.5 Use of Logos and Trademarks
Each Party grants the other Party a limited, non-exclusive, non-transferable, royalty-free licence to use the other Party’s logo and trademarks (collectively the "Marks") solely for the purpose of referencing the other Party as a client or service provider in marketing materials, websites, or case studies. The use of the Marks shall:
Any use of the Marks beyond the scope of this licence, or any use that materially deviates from the other Party’s brand guidelines, shall require the prior written consent of the other Party. This licence shall terminate automatically upon the termination of this Agreement.
6.6 Restrictions
The Client shall not:
Any unauthorised use may result in immediate suspension or termination of access to the Services, in addition to any other remedies available to RT.
7. WARRANTIES AND DISCLAIMERS
7.1 Mutual Warranties
Each Party represents and warrants that:
7.2 RT Warranties
RT represents and warrants that:
7.3 Disclaimer of Warranties
Except as expressly stated in this Agreement:
8. LIABILITY
8.1 Indemnification
Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party’s:
8.2 Limitation of Liability
Except for liability arising from:
Each Party’s total aggregate liability to the other under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of fees actually paid by the Client to RT under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.
8.3 Exclusion of Liability
To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages of any kind, including without limitation, loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages. Nothing in this Agreement shall exclude or limit either Party’s liability for fraud or fraudulent misrepresentation, gross negligence or wilful misconduct; or any liability that cannot be excluded under Applicable Law.
9. FORCE MAJEURE
9.1 Force Majeure Definition
Neither Party is liable for delays or non-performance (except payment obligations) caused by events beyond their reasonable control, including:
9.2 Consequences and Termination for Extended Force Majeure
If a force majeure event continues for a continuous period exceeding thirty (30) days, either Party may terminate this Agreement by giving the other Party at least seven (7) days’ prior written notice. Termination pursuant to this Clause shall be without prejudice to any rights or obligations accrued prior to the date of termination.
10. GENERAL PROVISIONS
10.1 Digital Acceptance
This Agreement may be accepted and executed by digital means, including electronic signatures and online click-throughs, and maintained in electronic format. Such acceptance and storage shall have the same legal force and effect as a manually signed agreement or a paper-based record.
10.2 Amendments
We may update this Agreement from time to time. If we make material changes, we will provide the Client with at least thirty (30) days’ prior written notice before the changes take effect, unless the change is due to legal, regulatory, or urgent security requirements, in which case RT will notify the Client as soon as reasonably possible. The updated Agreement will supersede prior versions and become binding on the effective date stated in the notice. If the Client does not agree with the changes, the Client may terminate the Agreement under Clause 4.2. Continued use of the Services after the effective date shall constitute the Client’s acceptance of the updated Agreement.
10.3 Notices
All notices required under this Agreement shall be in writing. Notices may be delivered by email, registered mail, or personal delivery as follows:
For general and operational matters:
[email protected] (with a copy to [email protected])
For legal notices:
[email protected]
Rebue Text
Notices sent by email shall be deemed effectively given upon transmission from the sender's email server, provided that the sender receives no indication of non-delivery. Notices sent by registered mail shall be deemed effectively given upon the earlier of: (a) actual receipt or (b) five (5) business days after the date of posting. Notices delivered personally shall be deemed effectively given upon actual delivery. Notices to the Client shall be sent to the email address linked to the User Account. The Client shall promptly update RT of its contact details if they are changed.
10.4 Waiver
No failure or delay by either Party in exercising any right, power or privilege provided by law or under this Agreement will operate as a waiver. No single or partial exercise of any right, power or remedy provided by law or under our Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. A waiver of any right, power or remedy under this Agreement or by law is only effective if it is given in writing and is duly signed by the person waiving such right, power or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
10.5 Severance
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. The invalid provision shall be replaced by a valid one that most closely reflects the intent of the original.
10.6 Succession
This Agreement shall bind and benefit each Party and their respective successors and permitted assigns.
10.7 Assignment
The Client may not assign or transfer this Agreement without RT’s prior written consent, except for internal reorganisations involving Affiliates. RT may assign or subcontract its rights or obligations under this Agreement to an Affiliate or service provider, provided that RT remains liable for their acts and omissions, and ensures they are bound by obligations consistent with this Agreement, including confidentiality and data protection.
10.8 Third Party Rights
No third party shall have any rights to enforce or benefit from any provision of this Agreement.
10.9 Relationship of the Parties
The Parties are independent contractors. Nothing in this Agreement shall create an agency, partnership, joint venture, or employment relationship. Neither Party has authority to bind the other without prior written consent.
10.10 Entire Agreement
This Agreement consists of the following documents, which together form the entire agreement between the Client and RT and supersedes and extinguishes any and all prior written or oral agreements between the Parties:
In case of any conflict or inconsistency between these document, the order of precedence shall be:
- Service Confirmation (for specific services covered);
- These Terms of Service
- Service-specific terms
- the SLA
- the AUP
- the Privacy Notice
All documents except Service Confirmations are available at https://rebuetext.com/term-of-use and may be updated in accordance with Clause 10.2
10.11 Good Faith
The Parties agree to cooperate in good faith to address unforeseen situations or operational ambiguities not expressly covered by this Agreement. Any mutually agreed mechanisms for addressing such issues may be documented in an addendum or incorporated into a Service Confirmation.
10.12 Definitions
means any entity that directly or indirectly controls, is controlled by, or is under common control with the Party;
means the unique and secret authentication code issued to you on the User Account which the Client shall use to consume the Services;
means the APIs, infrastructure, and support provided by RT that enables Clients to integrate and use the Services, within their Client Application;
means all applicable laws, legislation, statutory instruments, regulations and governmental guidance with binding force relevant to the Services in the Territory;
means any natural person (a) whom a Client invites or permits to access the Services under its User Account, or (b) who otherwise uses the Services on a Client's behalf, including its employees, contractors, agents and Affiliates.
means the entity (whether an individual or organisation) identified in the service activation request as having the ultimate right to use and control any allocated telecommunications resources (shortcodes, USSD codes, phone numbers), regardless of who technically manages such resources through the Dashboard or API Platform;
means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in the Territory;
means any software application, system, or website created, owned, or managed by the Client that integrates with RT's APIs to use RT's services for interacting with end users;
means data and other information made available by or for the Client, to RT, through the use of the Services under this Agreement;
means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity, and Controlling and Controlled shall be construed accordingly;
means RT's web-based management portal through which Clients manage their account, Services, users, and billing;
means RT's documentation, including any usage guides and policies, for the Services, the current version of which is available at https://rebuetext.com/docs/;
means a telecommunications operators, wholesale provider, aggregator, or routing partner that RT partners with to deliver connectivity, routing, and network access for SMS, voice, and other communication services and Network Providers shall be construed accordingly;
means any governmental or regulatory authority with jurisdiction over telecommunications, data privacy, and other applicable regulations relevant to RT's Services and Client usage within the Territory;
means all communication solutions provided by RT, including but not limited to SMS, voice, USSD, data and airtime and other APIs that Clients can integrate with their own systems to enable messaging, calling, or data exchange;
means the electronic confirmation generated when the Client activates Services through the Dashboard, which includes the Services selected, applicable pricing at time of activation (if different from the website pricing), and any service-specific terms accepted;
means a country in which RT provides the Services to the Client;
means the account created by the Client on the Dashboard that grants access to RT's Services, tracks service usage, and enables configuration of APIs and other functionalities; and
means the e-wallet in the User Account to which a Client loads a value of money to utilise in respect of the Services.
10.13 Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. The Parties shall use good faith efforts to resolve any disputes amicably. If the dispute is not resolved within thirty (30) days of initiation, either Party may refer the matter to the non-exclusive jurisdiction of the courts of Kenya.

