Global Version 5 – India Version 2 – 30 April 2023
These supplemental terms and conditions (“Supplement”) are part of an agreement for certain Sinch India services (“Agreement”) between Sinch India and Customer and apply solely to the Sinch India services referencing this Supplement i.e., SMS (“Service”) and not any other Sinch India product or service.
Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this Supplement shall have the meanings ascribed to them in the General Terms and Conditions for Sinch India Services (“GTC”).
Part A – Legal Terms
A1. Services
A1.1. Service Provider Conditions and laws and regulations. Notwithstanding Section 4.1 of the GTC, Customer shall comply with all Service Provider Conditions, applicable legal and regulatory requirements and conditions, and all applicable industry guidelines relating to the Customer Data, Customer Services, Messages or its use of the Service. If a Service Provider changes the Service Provider Conditions and/or the technical standards for the delivery of Service, Sinch India may modify the terms and conditions governing such Service upon written notice to Customer.
A1.2. End User opt-in/opt-out requirements. Customer shall send Messages only to End Users who have, and continue to, knowingly consent or “opt-in” to receiving them and who have been informed of their rights to, and been given, a free, readily accessible process for cancelling receipt or “opting-out” of receiving future Messages, such as via End User text responses of STOP, QUIT, CANCEL, OPT-OUT, and/or UNSUBSCRIBE. Customer shall immediately stop sending Messages to an End User who has “opted-out” from receiving such Messages. At Sinch India’s request, Customer shall provide Sinch India with proof of any and all such opt-in(s) and opt-out(s), and response time to discontinue transmission of Messages after opt-out, to Sinch India’s reasonable satisfaction. For Push SMS (SMS MT) (International Termination i.e., outside India), Customer shall send Messages only to End Users who have, and continue to, knowingly consent to receiving them in accordance with the destination country applicable law.
A1.3. Supply of Customer Services. Customer shall inform End Users that it is the source and supplier of the Messages and provide appropriate contact details to End Users. Customer shall bear sole responsibility for the acts, omissions or breaches of End Users with respect to the use of the Service, Customer Services and the Messages, including but not limited to the Customer Data. Customer shall promptly inform Sinch India if it becomes aware of any violation of the terms of this paragraph.
A1.4. Restrictions. Customer shall not use the Service or permit the Service to be used:
A1.5 Penalty. In the event that Customer breaches its obligations under clause A1.4, Customer shall pay to Sinch India: (i) penalty and fines imposed on Sinch India by any government or regulatory authority or operator including reasonable legal fees, costs and expenses associated or in connection with such breach and (ii) the amount calculated at mutually agreed rate per SMS which is subject matter of breach. Such payment shall be made within seven (07) business days from the date Sinch India notifies the Customer in writing regarding such breach. For avoidance of doubt, such payment shall be without prejudice to any other remedies available to Sinch India under this Agreement or under applicable laws.
A2. Compliance
A2.1. Requirements. The provisions of Sections 2.5 and 4.1(3) of the GTC shall apply equally to requests, directions and/or orders made or issued by any Service Provider.
A2.2. Responsibility. Sinch India may, in its sole discretion, require Customer to take primary responsibility for any request or enquiry made under Section A2.1 above relating to any Customer Service, Message(s) or Customer Data or arising from Customer’s use of the Service or from an alleged or actual breach of this Agreement by Customer.
Customer agrees, at its own cost, to accept full responsibility for any such request or enquiry including for any expenses, penalties, fines, sanctions or other analogous costs that may arise, and in relation to such request or enquiry, to provide all requested information to such regulator or Service Provider (with copies to Sinch India) in a timely manner.
A2.3. Effect of Termination. Sections A1.2 (“End User opt-in/opt-out requirements”) and A1.3 (“Supply of Customer Services”) above shall survive termination of the Agreement.
A2.4. Indemnity. Customer will indemnify and, at Sinch India’s election, defend Sinch India, its Affiliates and subcontractors against:
A2.5. Disclaimer. Customer agrees that, with respect to its supply of the Service, neither Sinch India nor any Sinch India supplier shall be liable whether in contract, tort, or strict liability to Customer or to any End User or any other customer of Customer for (i) any Messages deleted or not delivered regardless of the reason for deletion or non-delivery, including, without limitation, message processing errors, transmission errors, or messaging network and/or service failures; or (ii) the accuracy of information provided through the Service.
A2.6. Suspension of Service. Notwithstanding anything contained in Section 2.7 of GTC, Sinch India shall immediately suspend the Services if Sinch India receives intimation of Service misuse or of Customer’s use of the Service contrary to applicable law (including but not limited to, TCCCPR 2018) from a Service Provider, and/or Sinch India is directed by such Service Provider to suspend provision of the Services to the Customer.
A2.7. TCCCPR 2018 Compliance. In the event of Customer’s non-compliance with the TCCCPR 2018, Customer may be deemed blacklisted, and Sinch India shall be obligated to not provide or offer the Services to the Customer.
A2.8. Disclosure of information. Sinch India may be obligated under applicable law (including but not limited to, TCCCPR 2018) to disclose information to law enforcement authorities, regulatory authorities, and Service Providers during audits and/or further to request for information pertaining to alleged or actual fraudulent and/or illegal use of the Services.
B1. Customer Responsibilities
B1.1. Access and Connectivity
B1.2. Commercial Messages. Customer acknowledges that the Service is intended solely for Commercial Messages and shall not be used for mobile to mobile peer to peer messaging purposes. For the purpose of this Section, “Commercial Messages” means Messages designed to promote or facilitate, directly or indirectly, the goods, services or image of any person or entity pursuing a commercial activity.
B2. Commercial Terms
B2.1. Price Changes. Unless otherwise agreed in an Order Form, Sinch India may modify any fees in its sole discretion upon written notice.
Glossary