Sinch Engage Billing and Credit Terms and Conditions

These Billing and Credit Terms and Conditions apply to the Sinch Engage product and form part of your Agreement with Sinch (referred to as “we” herein). In the event of conflict between these terms and any other billing and credit terms in your Agreement, these terms will prevail.

Capitalised terms that are not otherwise defined have the meaning ascribed to in the Terms of Service and related documentation.

1. Monthly Access Fee, Message Credits and Calculation of SMS/MMS

1. 1. If the plan for your Service (Plan) or Order Form states that you are required to pay a monthly access fee (Monthly Access Fee):
   1. you may receive message credits equal to the value of your Monthly Access Fee or Plan (Message Credits) as stated in your Plan or Order Form; and
   2. the Monthly Access Fee is billed in advance for the applicable month for all Plans, including Plans where charges are payable in arrears.

1. 2. Message Credits which are not used within the month of purchase are not refundable, do not carry forward and cannot be exchanged or redeemed for cash or other credit.

1. 3. If you exceed your monthly Message Credits, extra charges apply and a Service may be limited in some way.

1. 4. Calculation of SMS
   1. The SMS system typically allows a maximum message size of 160 characters (or 70 characters if you include any Unicode characters and send via a Unicode supported service). If a user sends a longer message, the system splits it into two or more separate SMSs that may be reassembled on delivery so that they appear to be a single message (or, on some handsets, may be delivered as a series of separate SMS). When a longer message is split in this way, the components are no more than 153 characters long, (or 67 characters long if you include any Unicode characters and send via a Unicode supported service) because several characters are used to facilitate re-joining on delivery. As a result, a longer message will result in more than one SMS being transmitted, and charges apply accordingly, as described in this clause. For messages sent to end users in Canada, the maximum message size is 140 characters. When a message longer than 140 characters is sent to an end user in Canada, the system splits the message into two or more components, each of which are no more than 133 characters long (or 67 characters long if you include any Unicode characters and send via a Unicode supported service). As a result, a longer message will result in more than one SMS being transmitted, and charges apply accordingly, as described in this clause.
   2. Charges for an SMS Service will be based on the number of SMS you send, typically calculated in accordance with the following rules (however, we reserve the right to pass any Third Party Charges, defined below, on to you):
      1. If you include any Unicode characters and send via a Unicode supported service, content that contains no more than 70 characters counts as one SMS. In all other cases, content that contains no more than 160 characters (or no more than 140 if you send to end users in Canada) counts as one SMS.
      2. If you include any Unicode characters and send via a Unicode supported service, content that contains more than 70 characters counts as one SMS for each block of 67 characters or part thereof. In all other cases, content that contains more than 160 characters (or more than 140 characters if you send to end users in Canada) counts as one SMS for each block of 153 characters or part thereof (or each block of 133 characters or part thereof if sending to end users in Canada).
      3. A “character” includes each individual letter, digit, punctuation and other symbol in the Message.
      4. Each press of a ‘spacebar’ generates a separate character.
      5. Some special symbols and non-English letters may comprise more than one character and you will be charged accordingly.
      6. Where an SMS is sent to multiple End Users, each one is counted separately.

1. 5. Calculation of MMS. Calculation of the size of a MMS Charge for a MMS Service will be determined by us having regard to the relevant regional requirements.

2. Credit

2. 1. We may, at any time, make supply of Service conditional on you providing and/or maintaining security and/or third party guarantees to our reasonable satisfaction.

2. 2. At our discretion, we may obtain a credit report about you to help us decide whether to accept your application for service and to help us collect overdue amounts. In the course of a credit check, we may disclose Personal Data about you to a credit reporting agency or other credit information provider. We may receive a credit report and other information about you, including Personal Data. A credit reporting agency may include the fact that we obtained a credit report about you in its credit information file on you.

2. 3. We may disclose to a credit reporting agency: information in your application, details of your account, that you have applied for credit with us, that we are a current credit provider to you, payments that are more than 60 days overdue and are subject to collection processes, any check / direct debit of yours for €100 / $100 (or local equivalent) or more which has been dishonoured / refused more than once, any serious credit infringement you have committed or that payments are no longer overdue.

2. 4. We may disclose information about you and any debt you owe us to a debt collection service we engage and anyone who takes, or is considering taking, an assignment of any debt you owe us.

2. 5. If you are an individual, you agree that we can conduct a credit check and verify your personal details, in accordance with this clause.

2. 6. We may disclose information about you and any debt you owe us to a debt collection service we engage and anyone who takes, or is considering taking, an assignment of any debt you owe us.

2. 7. If you are self-employed, you agree that we can:
   1. obtain and use any report or information from a credit reporting agency, which contains information about your commercial activities or commercial credit worthiness; and
   2. exchange with your other credit providers, any credit report or other report about your credit worthiness or history, or Personal Data contained in those reports – in accordance with this clause.

2. 8. You acknowledge that credit and other information about you may be used:
   1. to assess your application;
   2. to assist you to avoid defaulting on your credit obligations;
   3. to notify other credit providers of a default by you; and
   4. to assess your creditworthiness.

3. Charges and Payment: prices

In this section 3 “Nominated Currency” means:
(a) Euros where you are contracted with Sinch Sweden AB;
(b) British Pounds where you are domiciled in the United Kingdom; and
(c) United States dollars where you are contracted with MessageMedia U.S.A., Inc.

3. 1. You agree to pay fees and/or charges applicable under your Agreement (Charges) in accordance with the terms of your Agreement.

3. 2. Unless specified in your Order Form, the Charges are as displayed on our website or otherwise notified to you. If the price for a service is not listed in our Order Form, website or notified to you, we may charge you a fee equal to the cost to us of providing that service plus a reasonable margin.

3. 3. All Charges are subject to indexation increases and Third-Party Charges plus a reasonable margin. If any Third-Party Charges increase, then we may immediately pass the increased Third-Party Charges on to you. Where practicable, we will provide you with reasonable notice of any increases to Charges. For purposes of your Agreement, Third Party Charges means the costs or fees imposed on us in connection with the provision of the Services including costs or fees imposed by Carriers or Providers (e.g. international rates or surcharges), credit card or EFT providers or other payment merchants or any costs, fees or fluctuations in connection with currency conversion exchange rates.

3. 4. Unless specifically provided otherwise in your Agreement, our Charges are in the Nominated Currency. We will calculate any international currency conversions using an exchange rate from a reputable independent provider which we elect to use for currency conversions. Currency conversions will be calculated at or about the time payment of the relevant Charge is made and, as there can be fluctuations in the exchange rates, the amount which you are charged may differ to Charge which was previously published or notified to you.

3. 5. We may impose an extra Charge if you send any Messages that are billed by carriers at premium rates, equal to the amount charged to us by the Carrier plus a reasonable margin.

3. 6. You must pay for every Message dispatched using the Messaging Services irrespective of receipt by the intended recipient, unless failure of receipt by the intended recipient was solely due to our failure to provide the Services. Any failure by a telecommunications carrier (Carrier) or other third-party messaging provider we engage (Provider) to deliver a Message to the intended recipient is beyond our control and we will not be liable for any such failure.

3. 7. On written request received within 30 days of a relevant Message being dispatched, we will provide evidence that the relevant Message was delivered to the relevant Carrier or Provider.

3. 8. Early Termination Fee.
   1. If your Agreement ends: (a) during the period of the Minimum Term then you will be required to immediately pay us an Early Termination Fee (other than if you terminate your Agreement pursuant to Section 6.2 of the GTC). You acknowledge and agree that any liability to pay us an Early Termination Fee does not prejudice any other right we may have to claim damages as a result of the termination.
   2. The Early Termination Fee is calculated as a genuine pre-estimate of Sinch’s loss of net profits and wasted costs as a result of any early termination within the Minimum Term, following our reasonable steps to mitigate our loss, which is the greater of either: (a) 45% of the average monthly amount we have invoiced you from the Commencement Date until the date of termination multiplied by the number of remaining months (or any part thereof) of the Minimum Term; or (b) 45% of the “Total Monthly Fee” noted in your Order Form multiplied by the number of remaining months (or any part thereof) of the Minimum Term.

4. Billing

4. 1. Your “Billing Period” is the period between invoices. Unless your Order Form states otherwise, our standard Billing Period is monthly. Invoices may relate to a part-period, for example, to align your Billing Period with the first day of each month.

4. 2. We will issue you with an invoice for each Billing Period (each, an Invoice). Subject to clause 4.3(a) and 4.3(b), our invoices will be issued within 10 Business Days after the end of a Billing Period.

4. 3. If your Order Form provides for “Sign-up Date Billing”, then:
   1. you will be issued an Invoice on the date that the relevant Service commences and on that same day of each following month while your Agreement remains in effect; and
   2. the Charges in each such Invoice will be in respect of the period from the date of the invoice until the same day of the next month.

4. 4. We reserve the right to issue Invoices outside of the usual billing cycle described above, for example if we see an unusual volume in traffic or if we consider there are other unusual circumstances that warrant an out-of-cycle invoice being issued to you.

4. 5. Some Charges in an Invoice may relate to a previous Billing Period, if such Charges were not included in any previous invoice or remain unpaid. We do not waive our right to require payment of applicable Charges by not including the Charges in an invoice.

4. 6. We may charge you an extra Charge if we provide billing, payment or security-related services or information to you, for example:
   1. accessing your purchasing platform and entering our invoices into your systems; or
   2. completing lengthy security questionnaires or due diligence exercises at your request.

5. When you must pay

5. 1. You must pay an Invoice within 14 days after the date of the invoice, unless your Order Form states otherwise.

5. 2. Where an automatic payment deducted by us from your nominated financial institution (Automatic Payment) or credit card arrangement applies, we may deduct an amount by Automatic Payment for payment for Charges:
   1. 14 days after they are billed (if we issue an Invoice for the Service); or
   2. 14 days after the end of the current Billing Period (if we do not issue an Invoice for the Service).

5. 3. If an Invoice is dishonoured or otherwise not paid on time we may also charge to you:
   1. a reasonable payment dishonour fee and recover from you any fees charged by our bank which result from the dishonoured payment;
   2. a late payment fee of 1.5% per month of the unpaid amount from the due date until date of the payment in full or the maximum amount permissible by applicable law, whichever is less. The late payment fee may be charged each month an account is overdue. Late payment fees will be applied to arrears balances greater than 15 days overdue; and
   3. any costs that we incur in engaging debt collection agencies to recover dishonoured payments.

6. How you can Pay

6. 1. Automatic Payment is our preferred payment method and if your Plan or Order Form specifies ‘Automatic Payment only’ (or similar) then:
   1. Automatic Payment is a precondition to supply of Service to you;
   2. we may immediately suspend Service without notice if Automatic Payment arrangements are not maintained; and
   3. you must not cause to be reversed any Automatic Payment to us unless you have our prior written approval. Otherwise, you must pay our reasonable costs of reinstating the transaction.

6. 2. Any non-Automatic Payments are subject to third party charges and we do not accept payment via BPAY.

6. 3. You represent and warrant that you have the legal right to use any credit card or other payment method you provide to us.

7. Billing disputes

7. 1. If you dispute an Invoice, you must pay it on time and without set off. We shall credit you if it is later determined that you are entitled to a credit.

7. 2. Unless otherwise stated in the Order Form, you shall be responsible for and shall pay all Taxes imposed on or with respect to the Services that are the subject of this Agreement whether such Taxes are imposed directly upon you or upon us.

8. Taxes

8. 1. Amounts payable under your Agreement are exclusive of taxes.

8. 2. Unless otherwise stated in the Order Form, you shall be responsible for and shall pay all taxes imposed on or with respect to the Services that are the subject of this Contract whether such taxes are imposed directly upon you or upon us.

8. 3. If you are exempt from any such taxes for any reason, we will exempt you from such taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our tax department and our tax department has approved such exemption certificate.

8. 4. If you are required by law to make any deduction or withholding on account of any taxes from payments due to us under this Agreement, you must increase the payment due so that, after deducting or withholding such taxes, we receive an amount equal to the amount we would have received had no deduction or withholding been made.