Legal
These RCS Services terms form part of the Agreement and apply to the Customer’s use of the RCS Services. These RCS Services terms will prevail to the extent of any inconsistency with the balance of the Agreement. Capitalised terms not defined below shall have the meanings ascribed to them in the Agreement.
1. Definitions
Basic RCS means a type of RCS message with text only, and comprising up to 160 characters of UTF-8 in length
RCS means Rich Communication Services, being a messaging protocol for delivering richer messaging services.
RCS Agent means a programmatic entity that sends messages to users on behalf of a brand.
RCS Services means the provision of RCS to the Customer for use by the Customer’s business or commercial activities including re-routing the sending and delivery of SMS as Basic RCS messages to destinations where SINCH support RCS while using the existing network connection for SMS.
2. RCS Services
In consideration of payment of the Charges, SINCH agrees to make RCS Services available to the Customer to use in accordance with the terms set out herein. In the event that RCS routing is not available, or the SMS cannot be sent as RCS for any reason, SINCH has the absolute discretion and right to re-route the sending and delivery of the message as SMS. The re-routing will be adjusted in order for the SMS to be delivered to the end-users based on the relevant RCS Agent registered through SINCH or Affiliates.
3. RCS Agent
An RCS Agent must be registered, and the Customer hereby authorizes SINCH or its Affiliates to complete the relevant registration for and on behalf of the Customer. The Customer shall complete any relevant RCS Agent registration process that SINCH requires, and the Customer will provide any additional information to SINCH that is reasonably required to complete the registration process. The Customer warrants that any information they provide to SINCH is complete, true and accurate and the Customer is authorised to provide such information to SINCH. The Customer acknowledges that the registration process for RCS Agents is reliant upon Service Providers and their acceptance criteria which is defined by their particular registration processes (which varies amongst Service Providers) and SINCH is in no way liable should any Service Provider reject the Customer’s registration of any RCS Agent.
4. Third Party Terms
The Customer acknowledges and agrees that the provision and use of the RCS Services is conditional upon the Customer’s acceptance of and strict compliance with all Service Provider requirements, including the third party terms set out below (as amended or replaced from time to time, including any policies or directors incorporated therein):
(a) (Google) terms of service that govern the use of RBM (RCS Business Messaging) as currently set out at the following URLs:
i. http://developers.google.com/business-communications/rcs-business-messaging/carriers/tos
ii. https://developers.google.com/business-communications/rcs-business-messaging/support/tos;
The Customer acknowledges it has read and understood these terms and shall periodically check the terms and policies to be fully aware and fully comply with their conditions, rights, and obligations.
5. Reliance on Service Providers
The Customer acknowledge and agrees that the RCS Services are reliant upon certain Service Providers and handset capability to achieve technical integration and inter-operation with SINCH’s systems required to facilitate the RCS Services, and as such the Customer acknowledges that this is outside of SINCH’s control, and SINCH is not liable in any way for any such technical integration limitations or interoperability failures.
6. Sender ID and Account
The Customer further acknowledge and agrees that:
(a) to be able to use the RCS Services the Customer is required to have an account with SINCH and be able to send SMS via that account; and
(b) in some cases, RCS Services are only available for a dedicated long code, short code or sender ID registered with SINCH by the Customer as unique and dedicated for the Customer’s exclusive use, excluding any sender ID shared by multiple customers or end users for SMS traffic.
7. Calculation of Charges for RCS
Charges for messages sent as RCS will be determined by SINCH with reference to the relevant regional requirements and Service Provider requirements, based on the number and type of RCS the Customer sends, typically calculated in accordance with the following framework (however, SINCH reserves the right to pass any Service Provider fees on to the Customer):
(a) Basic RCS – A Charge for a plain text message of up to 160 UTF-8 characters.
(b) Single RCS – A Charge for a single message containing rich content (such as a message containing a rich card or carousel).
(c) Conversational RCS- A Charge for a conversation that consists of multiple A2P and P2A messages within a given time period.
Where an RCS is sent to multiple end users, each one is counted separately.
8. Customer Warranties
(a) The Customer agrees that SINCH may recover from the Customer any charge, fine, penalty or debit a network operator or Service Provider levies against SINCH as a result of an alleged violation of the requirements of SINCH’s Acceptable Use Policy available at www.messagemedia.com/uk/legalone/acceptable-use-policy/.
(b) The Customer represents and warrants that it shall comply with all applicable laws and regulations in relation to the transmission of content, and in particular but without limitation the Customer shall comply with all applicable Data Protection Laws.
(c) The Customer agrees to provide any governmental body or SINCH with such information or material relating to the RCS Services as reasonably requested in order to carry out any investigation in connection with the RCS Services.
(d) In no event will SINCH be liable for any damages under this Agreement including, without limitation, any lost revenue, lost profits, or indirect, incidental, consequential, special, punitive or exemplary damages.
THE RCS SERVICES ARE PROVIDED “AS IS”. SINCH MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY OR ACCURACY WITH RESPECT TO THE RCS SERVICES.
9. Trial
The Customer agrees that the RCS Services may be provided on a trial basis and may be subject to change without notice. SINCH will endeavour to provide reasonable notice where possible.
10. Ownership
The Customer retains all rights and ownership in the content of the Customer’s RCS and SINCH does not claim any ownership rights in such content. Except for rights expressly granted herein, no implied licenses are granted by SINCH, and SINCH hereby reserve all rights not so granted. The Customer acknowledges that SINCH retains all sole and exclusive ownership of all right, title and interest in and to the RCS Services and our Confidential Information, including all intellectual property rights thereto, and at no time will the Customer dispute or contest our exclusive ownership rights in any of the foregoing. If the Customer provides any feedback relating to the RCS Services, SINCH will own such feedback and may use and modify the feedback without any restriction or payment to the Customer.
11. Data Protection
(a) The Customer understands that the RCS Services are still in development and therefore may not fulfil all requirements set by applicable data protection and privacy laws globally and may only be able to be used within a specific region that has been specified by SINCH. The Customer acknowledges and agrees to the terms set out in SINCH’s Data Protection Agreement (“DPA”) and it can be found under www.sinch.com/data-protection-agreement/ . The Customer understands and agrees that the technical and organizational measures as mentioned within the DPA may not be fully implemented but will be implemented upon full general availability.
(b) The Customer: (i) grants SINCH (including its Affiliates and sub-contractors) a non-exclusive, worldwide right to use, modify, adapt and process the Customer Data to analyse, develop, test, and operate, provide and support the RCS Services and/or any of products of SINCH and Affiliates; and (ii) acknowledge that neither SINCH, its Affiliates, nor SINCH’s respective suppliers exercise any control over SINCH’s data, and act as a mere or passive conduit in transmitting and handling SINCH’s data.
(c) The Customer warrants, represents and undertakes to SINCH that the Customer has and will maintain all necessary rights, licenses and consents to provide SINCH with any data for the purposes described in this section. SINCH may require that the Customer provide proof of these whenever necessary and in accordance with the terms of the Agreement.
(d) The Customer acknowledges, permit and accept that SINCH may retain, store, use and disclose data solely in order, and to the extent necessary, to provide and improve the RCS Services and to satisfy applicable legal, accounting or regulatory requirements. SINCH will establish processes to ensure compliance with applicable laws.
(e) The Customer acknowledges, permits and accepts that SINCH may process the Customer’s contact and contract data for the purposes of customer relationship management and development and that this information may be shared with Affiliates for the purposes as described.
(f) The Customer will collect and maintain all Personal Data necessary to utilise the RCS Services, and all required consents associated with such Personal Data, in compliance with applicable Data Protection Law.
(g) The Customer acknowledges and agrees that the RCS Services are provided by Sinch Conversation API. The sub-processors for Sinch Conversation API are listed here: https://sinch.com/data-protection-agreement/sub-processors/.