SMTP Service Terms of Use

1. Business Use Only

The Service is provided for business, trade, professional, organisational, or commercial use only.

By ordering or using the Service, you confirm that:

• you are acting wholly or mainly for purposes relating to your trade, business, craft, profession, or organisation;
• you are not purchasing the Service primarily as a consumer;
• you have legal capacity to enter into this Agreement; and
• where you act for a company or other organisation, you have authority to bind that organisation.

Layer 9 Solutions may refuse or cancel an order where the Service appears to have been purchased primarily for personal or consumer use.

2. Documents Forming the Agreement

These Terms must be read together with:

• the applicable service Order;
• our Anti-Spam Policy;
• our Privacy Policy;
• our Data Processing Agreement ("DPA"), where applicable;
• the applicable SLA — Shared, Dedicated, or White-Label — where applicable; and
• any service-specific addendum or written agreement expressly agreed between the parties.

An "Order" includes the package, billing cycle, resources, sending allowance, options, features, and other specifications selected through our ordering system or otherwise agreed with Layer 9 Solutions.

Where documents conflict:

• a separately signed agreement or addendum takes priority;
• the applicable Order takes priority for service specifications;
• an applicable SLA governs availability and service credits;
• these Terms otherwise apply.

Nothing in an Order overrides the Anti-Spam Policy or authorises prohibited or unlawful activity.

3. Eligibility and Verification

You must provide accurate, complete, and current account, business, and billing information.

Layer 9 Solutions may reasonably request information relating to:

• identity;
• company registration;
• business activity;
• intended use;
• sending domains;
• expected sending volume;
• mailing-list origin;
• payment information; or
• other information reasonably necessary for fraud, abuse, security, sanctions, or compliance checks.

We may decline or suspend an application where we reasonably consider the proposed or actual use to create an unacceptable legal, fraud, security, abuse, or reputation risk.

You must not use the Service in a way that causes Layer 9 Solutions or you to breach applicable UK sanctions or other applicable trade restrictions.

4. Permitted Use

The Service may be used for legitimate email communications including:

• transactional messages;
• password resets;
• invoices and receipts;
• account notifications;
• security alerts;
• booking or order confirmations;
• application-generated messages;
• internal business communications;
• service announcements; and
• lawful commercial or marketing email.

Your use must comply with applicable law, these Terms, and the Anti-Spam Policy.

5. Prohibited Use

You must not use the Service to:

• send spam or email prohibited by the Anti-Spam Policy;
• send using purchased, rented, harvested, or scraped mailing lists prohibited by our Anti-Spam Policy;
• conduct phishing or credential theft;
• distribute malware, ransomware, malicious scripts, or harmful software;
• facilitate fraud, scams, deceptive schemes, or identity theft;
• impersonate another person or organisation without authority;
• falsify or materially misrepresent sender information;
• use a domain or sending identity without authorisation;
• unlawfully infringe intellectual property, privacy, or other rights;
• send unlawful threatening, abusive, or exploitative material;
• facilitate unlawful activity;
• operate an unauthorised open relay;
• circumvent sending restrictions, quotas, rate limits, suspensions, or abuse controls;
• rotate accounts, domains, identities, or IP addresses for the purpose of evading enforcement; or
• permit another person to carry out activity prohibited by these Terms.

Any use involving sexual exploitation or abuse of children is strictly prohibited and may be reported to the appropriate authorities without advance notice.

6. Service Types

6.1 Shared SMTP Service

A Shared SMTP Service may use infrastructure, systems, network resources, or IP address pools used by more than one customer.

Layer 9 Solutions may apply reasonable:

• connection limits;
• throughput limits;
• sending limits;
• reputation controls;
• filtering;
• abuse controls; and
• temporary throttling.

The Shared SMTP Service is subject to the Shared SMTP SLA.

6.2 Dedicated SMTP Service

Where the Order specifies a Dedicated SMTP Service, designated infrastructure and one or more network addresses are allocated specifically to that Service.

Dedicated resources remain owned or controlled by Layer 9 Solutions or its suppliers.

Allocation does not transfer ownership to the Customer.

Unless expressly stated otherwise, a Dedicated SMTP Service is managed infrastructure and does not include unrestricted root, administrative, hypervisor, or infrastructure-level access.

Layer 9 Solutions may maintain, repair, migrate, replace, or reconfigure dedicated infrastructure where reasonably necessary to:

• maintain security;
• maintain service reliability;
• replace failed infrastructure;
• perform upgrades;
• respond to network changes;
• comply with supplier requirements;
• mitigate abuse or reputation issues; or
• maintain the Service.

We will use reasonable efforts to minimise avoidable disruption.

Where the Order identifies a Dedicated SMTP Service, that Service is subject to the Dedicated SMTP SLA.

6.3 Dedicated IP Addresses

A dedicated IP address is allocated for use with the Service while that allocation remains active.

You do not acquire ownership or permanent rights to an allocated IP address.

Layer 9 Solutions may replace an allocated IP address where reasonably necessary because of:

• network changes;
• supplier requirements;
• security issues;
• technical requirements;
• abuse;
• significant reputation issues;
• address-space changes; or
• circumstances outside our reasonable control.

Additional IP addresses may require approval.

6.4 White-Label and Reseller Services

You may not resell, rebrand, sublicense, or provide the Service to third parties unless your Order or separate agreement expressly permits White-Label or reseller use.

Where authorised, you may supply the Service to your own customers ("Downstream Customers").

You remain Layer 9 Solutions' contractual customer.

Unless otherwise agreed:

• you provide first-line support to Downstream Customers;
• Layer 9 Solutions supports you rather than your Downstream Customers;
• you are responsible for billing and your commercial relationship with Downstream Customers;
• you must ensure Downstream Customers comply with equivalent acceptable-use and anti-spam obligations;
• you must maintain sufficient records to identify the Downstream Customer responsible for sending activity;
• you must investigate abuse reports promptly;
• you must cooperate with Layer 9 Solutions abuse investigations;
• you must restrict or suspend a Downstream Customer where reasonably required to stop abuse or unlawful activity; and
• you remain responsible to Layer 9 Solutions for activity originating through your White-Label Service.

You must not permit sub-reselling unless Layer 9 Solutions expressly authorises it in writing.

Where the Order identifies a White-Label or Reseller SMTP Service, that Service is subject to the White-Label SMTP SLA.

7. Sending Allowances and Usage

The applicable sending allowance and technical limits are specified in the Order.

Unless expressly stated otherwise:

• allowances apply to the Service as a whole;
• multiple users, credentials, domains, or sending instances share the Service allowance;
• an additional sending instance does not automatically increase the allowance;
• additional processing capacity does not automatically increase the allowance;
• additional IP addresses do not automatically increase the allowance; and
• unused allowances do not roll over.

Where supported, additional usage may be purchased or automatically added through an authorised top-up or overage feature.

If the applicable allowance is exhausted and no additional usage is authorised, outbound sending may be restricted until the allowance resets or the Service is upgraded.

8. Throughput

Sending allowance and throughput are separate.

An allowance does not guarantee that the full allowance can be transmitted within any specific number of minutes or hours.

Throughput can be affected by:

• allocated computing resources;
• message size;
• concurrent connections;
• recipient-server behaviour;
• destination throttling;
• sender reputation;
• network conditions;
• security controls; and
• abuse-prevention controls.

Layer 9 Solutions may apply reasonable temporary throughput limits where necessary to protect the Service or network reputation.

9. Deliverability and IP Reputation

Layer 9 Solutions provides infrastructure for transmitting email but does not control third-party receiving systems.

We do not guarantee:

• inbox placement;
• delivery to every recipient;
• acceptance by a particular mail provider;
• avoidance of junk or spam folders;
• any particular sender score;
• any particular IP or domain reputation; or
• absence from third-party blocklists.

New or low-volume dedicated IP addresses may require gradual warm-up.

Layer 9 Solutions may impose reasonable temporary warm-up limits or sending controls where necessary to establish or protect reputation.

Customers are responsible for the effects of their sending activity on their sender domains and allocated IP addresses.

10. Domain and Sender Authentication

You may only send using domains and sender identities that you own, control, or are authorised to use.

Layer 9 Solutions may require verification of domain control.

You are responsible for maintaining DNS and sender-authentication records reasonably necessary for responsible email delivery.

11. Credentials and Security

You are responsible for securing:

• account credentials;
• SMTP credentials;
• API credentials;
• tokens;
• keys; and
• other authentication information.

You must:

• restrict access to authorised persons;
• use appropriate security controls;
• store credentials securely;
• not expose credentials publicly;
• rotate credentials if compromise is suspected; and
• notify Layer 9 Solutions promptly of any material compromise.

Layer 9 Solutions may immediately revoke, rotate, or disable compromised credentials where reasonably necessary to contain abuse or protect the Service.

12. Monitoring and Abuse Prevention

Layer 9 Solutions may monitor technical and operational information reasonably necessary to operate and protect the Service, including:

• sending volumes;
• connection activity;
• delivery responses;
• bounce rates;
• complaint rates;
• authentication activity;
• sender domains;
• recipient patterns;
• blocklist information;
• abuse reports; and
• other relevant metadata.

Where reasonably necessary to investigate suspected abuse, fraud, security incidents, or unlawful activity, Layer 9 Solutions may review relevant message information in accordance with applicable law and our Privacy Policy.

Monitoring does not transfer responsibility for Customer activity to Layer 9 Solutions.

13. Suspension and Restrictions

Layer 9 Solutions may immediately restrict or suspend all or part of the Service where reasonably necessary because of:

• suspected spam;
• phishing or fraud;
• compromised credentials;
• unlawful activity;
• security incidents;
• serious reputation risk;
• excessive complaints or invalid-recipient activity;
• attempted circumvention of Service restrictions;
• an overdue account;
• a material breach of these Terms or the Anti-Spam Policy;
• a legal or regulatory requirement; or
• an urgent infrastructure or network risk.

Any restriction will, where reasonably practicable, be proportionate to the issue identified.

Where an issue is not urgent, we will normally give you a reasonable opportunity to provide information or remedy the problem before permanently terminating the Service.

We are not required to allow potentially harmful sending to continue while an investigation is underway.

14. Maintenance

Layer 9 Solutions may carry out planned and emergency maintenance.

For planned maintenance expected to cause material disruption, we will provide reasonable advance notice where practicable.

Emergency maintenance may be performed without advance notice where necessary to address:

• active security risks;
• critical vulnerabilities;
• system instability;
• data-integrity risks;
• infrastructure failure; or
• other urgent operational issues.

15. Service Availability

Only Services expressly covered by an SLA carry a contractual uptime or service-credit commitment.

The Shared SMTP Service is subject to the Shared SMTP SLA.

Where the Order identifies a Dedicated SMTP Service, that Service is subject to the Dedicated SMTP SLA.

Where the Order identifies a White-Label or Reseller SMTP Service, that Service is subject to the White-Label SMTP SLA.

16. Billing and Renewal

Recurring Services renew automatically for successive billing periods unless cancelled in accordance with these Terms.

Recurring fees are generally billed in advance.

Usage-based charges may be billed in arrears.

You must maintain valid and accurate billing information and pay invoices by their stated due date.

Applicable taxes will be added where required.

17. Late Payment

Where a qualifying business-to-business payment becomes overdue, Layer 9 Solutions may exercise any right available under the Late Payment of Commercial Debts (Interest) Act 1998, including applicable statutory interest, fixed compensation, and recoverable debt-recovery costs.

We may suspend a Service where an invoice remains unpaid after its due date.

We will normally attempt to notify you before suspending solely for non-payment.

Continued non-payment may result in termination.

18. Price Changes

Current pricing is shown through our ordering system or otherwise agreed with you.

We may change recurring pricing by giving at least 30 days' notice.

A pricing change will not retrospectively alter charges already paid for an existing billing period.

If you do not accept a price increase, you may cancel the affected Service before the new price takes effect.

Continued use after the effective date constitutes acceptance of the new recurring price.

19. Cancellation by the Customer

You may cancel a recurring Service using the available account-management process or by contacting support.

Unless otherwise stated in the Order, cancellation takes effect at the end of the current paid billing period.

You remain responsible for charges properly incurred before cancellation takes effect.

20. Refunds

Except where:

• required by law;
• expressly provided by an applicable SLA;
• expressly stated in the Order; or
• expressly offered under a published promotion or refund guarantee,

fees are non-refundable once a Service has been provisioned or used.

No refund is due for a Service terminated because of serious or material:

• spam;
• fraud;
• abuse;
• unlawful activity;
• deliberate circumvention;
• security misconduct; or
• breach of these Terms or the Anti-Spam Policy.

21. Termination by Layer 9 Solutions

Layer 9 Solutions may terminate immediately for:

• serious or repeated abuse;
• fraud;
• phishing;
• unlawful activity;
• deliberate spam;
• material breach of these Terms;
• material breach of the Anti-Spam Policy;
• persistent non-payment;
• deliberate circumvention of enforcement controls; or
• circumstances where continued provision would itself be unlawful.

Where Layer 9 Solutions terminates a prepaid Service for convenience and not because of Customer breach, we will provide reasonable notice and refund the unused prepaid portion of the affected Service.

22. Data Following Termination

You are responsible for exporting information you require before cancellation or termination.

After the Service ends, associated data may be deleted following the applicable retention period.

Layer 9 Solutions is not required to indefinitely retain:

• message logs;
• statistics;
• credentials;
• configuration;
• suppression information; or
• other operational Service data.

Data may be retained for longer where required by law, security, fraud prevention, dispute handling, or legitimate record-keeping requirements.

Dedicated resources and IP addresses may be reassigned after termination.

23. Customer Content and Intellectual Property

You retain ownership of content submitted through the Service.

You grant Layer 9 Solutions the limited rights necessary to receive, process, route, transmit, temporarily store, and otherwise handle that content solely as reasonably necessary to provide, secure, support, and operate the Service.

You warrant that you have the necessary rights and authority to transmit your content.

Layer 9 Solutions retains all intellectual-property rights in its:

• software;
• systems;
• interfaces;
• documentation;
• branding;
• service design; and
• proprietary technology.

24. Confidentiality

Each party must protect confidential information received from the other and use it only for purposes connected with the Service or enforcement of this Agreement.

This obligation does not apply to information that:

• is lawfully public;
• was already lawfully known;
• is received lawfully from another source;
• is independently developed; or
• must be disclosed by law or lawful authority.

25. Data Protection

Each party must comply with applicable data-protection law.

Where Layer 9 Solutions processes personal data on behalf of a Customer, that processing will be governed by the applicable DPA.

The precise controller, processor, and sub-processor roles depend on the processing arrangement.

White-Label Customers are responsible for ensuring appropriate data-protection arrangements are in place between themselves and their Downstream Customers.

Nothing in these Terms reduces either party's statutory obligations under applicable data-protection law.

26. Disclaimer

Subject to any applicable SLA, the Service is provided on an "as available" basis.

To the fullest extent permitted by law, Layer 9 Solutions does not guarantee:

• uninterrupted operation;
• error-free operation;
• compatibility with every third-party system;
• delivery to every recipient;
• inbox placement;
• a particular reputation result; or
• acceptance by third-party receiving systems.

Nothing in these Terms excludes a right or obligation that cannot lawfully be excluded.

27. Limitation of Liability

Nothing in these Terms limits or excludes liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any liability that cannot lawfully be limited or excluded.

Subject to the above, neither party will be liable to the other for indirect or consequential losses.

Layer 9 Solutions will not be liable for loss of profit, revenue, business opportunity, anticipated savings, or goodwill to the extent that such loss is indirect or consequential.

Layer 9 Solutions' total aggregate contractual liability arising from or relating to an affected Service will not exceed the total fees paid or payable for that affected Service during the 12 months immediately preceding the event giving rise to the claim, or, if the Service has existed for less than 12 months, the fees paid or payable during that shorter period.

This limitation does not prevent payment of Service Credits expressly due under an applicable SLA.

Nothing in this section limits rights of individuals or regulatory authorities under data-protection law where those rights cannot lawfully be limited by contract.

28. Customer Indemnity

Where a third-party claim, regulatory claim, or reasonable external cost arises directly from:

• your unlawful use of the Service;
• spam knowingly or negligently sent through your Account;
• Customer content infringing third-party rights;
• fraud or phishing originating through your Account;
• your material breach of the Anti-Spam Policy; or
• prohibited activity by a Downstream Customer for whom you are responsible,

you will indemnify Layer 9 Solutions for reasonable losses and costs resulting from that claim.

This indemnity does not apply to the extent that the loss was caused by Layer 9 Solutions' own breach, negligence, or unlawful conduct.

29. Force Majeure

Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including:

• natural disaster;
• fire or flood;
• war;
• terrorism;
• civil disorder;
• widespread telecommunications failure;
• widespread power failure;
• government action;
• sanctions;
• industrial action; or
• comparable events beyond reasonable control.

The affected party must use reasonable efforts to minimise the impact.

30. Changes to These Terms

Layer 9 Solutions may update these Terms.

For material changes adversely affecting existing Customers, we will normally provide at least 30 days' notice, unless a shorter period is reasonably necessary because of:

• law or regulation;
• security;
• fraud prevention;
• abuse prevention; or
• urgent technical requirements.

Where a material change substantially alters the Service and you do not accept it, you may cancel the affected Service before the change takes effect.

31. Assignment

You may not transfer this Agreement without Layer 9 Solutions' prior written consent.

Layer 9 Solutions may transfer this Agreement as part of a merger, acquisition, reorganisation, sale of business, or transfer of the relevant Service.

32. No Waiver

Failure to enforce a provision does not waive that provision or any future breach.

33. Severability

If any provision is found invalid or unenforceable, it will be modified or severed only to the minimum extent necessary.

The remainder of the Agreement continues in effect.

34. Third-Party Rights

Unless expressly stated otherwise, no person other than the parties has a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

35. Entire Agreement

These Terms, together with the applicable Order, Anti-Spam Policy, DPA, Privacy Policy, SLA where applicable, and any agreed addendum, form the entire agreement relating to the Service.

36. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

37. Contact

Layer 9 Solutions Ltd
Company No. 14857666
124 City Road
London
England
EC1V 2NX

Legal: [email protected]
Support: [email protected]
Abuse: [email protected]