These are the product specific terms relevant to your chosen product suite(s). They incorporate the Master Terms by default and provide greater details as to the services that Clickatell will provide to you under this engagement.
1.1 These terms are subject to the Master Terms contained herewith and those terms are specifically incorporated herein where necessary.
1.2 Precedence. Should any term in this Service Annexure conflict with any term of the MSA, the provisions of this Service Annexure will, to the extent only of such conflict, prevail.
Throughout these terms and conditions, these definitions will apply unless the context specifically states otherwise.
2.1 Unless the context otherwise indicates, the following expressions will have the meanings given to them hereunder and cognate expressions will have corresponding meanings:
2.2 “Annexure” means this document together with its annexure(s) and/or any schedules;
2.3 “AWS” means Amazon Web Services;
2.4 “Clickatell Technology” means the technology, software, applications, portal, web-based materials and associated services, manuals and documentation developed or owned by Clickatell and made available to Customer, anything delivered as part of support or other services and any updates, modifications or derivative works of any of the foregoing. Clickatell Technology excludes any third-party software not developed or owned by Clickatell, notwithstanding its inclusion in the Services;
2.5 “Connect Platform” mean the Clickatell omni-channel messaging platform
2.6 “Customer Data” means all data and information of the Customer and its relevant customers (individually and collectively), stored, processed or transmitted by Clickatell in performing the Services;
2.7 “Delivery” means, when referring to the delivery of a MT or Outbound Message, it is deemed to be delivered once it is submitted by Clickatell to a Telecommunications Vendor or WhatsApp network for transmission to a Subscriber. When referring to the delivery of a MO or Inbound Message, it is deemed to be delivered once it is submitted by Clickatell to the Customer;
2.8 “Docker” means the virtual hosted hardware infrastructure containing the WhatsApp Business Solution API Client that provides connectivity into the WhatsApp network;
2.9 “HSM” means Highly Structured Messaging, which is the pre-registered templated content that is Customer-initiated to its end user via the WhatsApp Business Solution API;
2.10 “KMS” means Amazon Web Services’ Key Management Service providing the ability to create, and control encryption keys used to encrypt data;
2.11 “MO or Inbound Message” means mobile originated SMS or WhatsApp message, i.e. an SMS or WhatsApp message originated by a Subscriber and submitted to the Connect Platform (via an MNO and/or aggregator or WhatsApp infrastructure) for Delivery to the Customer;
2.12 “MT or Outbound Message” means mobile terminating SMS WhatsApp message (including HSM), i.e. a SMS or WhatsApp message originated by the Customer (via an automated application or otherwise) and submitted to the Connect Platform for transmission to a Subscriber;
2.13 “Schedules” means the documents enclosed herewith and which are hereby incorporated by reference and, save where expressly provided to the contrary therein, will be subject to the terms and conditions of this Service Annexure and the MSA;
2.14 “Services” means Messaging Delivery Services and Technical Support Services;
2.15 “Service Commencement Date” means the date of last signature hereof;
2.16 “SMS Delivery Services” means the services described herein
2.17 “SMS Messages” means MT Messages and/or MO Messages;
2.18 “SMS Platform” means the connections, server, hardware, software and/or other equipment that Clickatell uses, at its sole discretion, in order to provide the SMS Delivery Services;
2.19 “Technical Support Services” means the technical support services provided by Clickatell to the Customer in terms hereof and the relevant Annexure(s) hereto;
2.20 “Term” means the term of this Annexure, as described herein.
2.21 “WhatsApp” means Facebook Ireland Limited, trading as WhatsApp; and
2.22 “WhatsApp Business Solution” means the business service developed and operated by WhatsApp, which enables businesses to communicate with WhatsApp consumer users on the WhatsApp network.
3. Grant of rights
You are hereby granted a non-exclusive, non-transferable, non-sublicensable license during the Term to use the Services in line with the relevant Service Annexure(s)
3.1 Subject to the terms and conditions of these terms, the Customer is hereby granted a non-exclusive, non-transferable, non-sublicensable license during the Term to use the Services in line with the relevant Service Annexure(s). The Services will include the WhatsApp Business Solution, the copyright in which belongs to WhatsApp and which is subject to WhatsApp’s license conditions. The Customer will be required to accept WhatsApp’s terms and conditions, as more fully set out in Schedule 1 below.
3.2 As between Clickatell and Customer, Clickatell owns and retains all right, title and interest in and to all Clickatell Technology and all associated Intellectual Property. Unless expressly granted in this Annexure, Clickatell does not grant to Customer any right or licence, either express or implied, in or to the Intellectual Property and reserves all rights in and to the Intellectual Property, whether now existing or which may thereafter come into existence. Clickatell claims and reserves all rights to title and full ownership of the Intellectual Property, which shall remain the proprietary, patented, copyrighted and trade secret property of Clickatell. Customer acknowledges the validity of all rights asserted by Clickatell in the Intellectual Property and agrees not to challenge the validity of any Intellectual Property Clickatell owns, controls, or has registered. The Customer agrees to retain all trademarks, and notices of copyrights and patents, as and where they originally appear throughout the Clickatell Technology and not to use, directly or indirectly, any trademarks or marks confusingly similar thereto in any manner without Clickatell’s prior written consent. The Customer agrees that a breach of any of the restrictions contained in this clause may cause irreparable harm to Clickatell, damages for which will be impossible or difficult to measure and, in addition to all remedies available in law, Clickatell shall be entitled to seek equitable relief, including specific performance and/or an injunction without proof of special damage.
3.3 As between Clickatell and the Customer, Customer retains all right title and interest in and to the Customer Data. To enable Clickatell to provide Customer with the Services, Customer grants Clickatell the right to use, store, process and transmit Customer Data in accordance with Applicable Law and this Annexure.
4. Commencement of these terms
4.1 This Annexure will come into effect on the Acceptance Date or on the date of the first Successful Transaction in terms of this Annexure taking place, whichever is the earliest, and will remain in force for an initial period of 36 (thirty-six) months (“Initial Period”). Upon the expiration of the Initial Period or any subsequent Renewal Term, this Annexure will automatically renew for a further period of 12 (twelve) months (“Renewal Term”), unless written notice of non-renewal is given by either Party to the other Party at least 90 (ninety) days prior to the expiration of the relevant Initial Period or Renewal Term.
4.2 Either Party may terminate this Annexure at any time, with or without cause and without penalty, upon providing to the other Party at least 90 (ninety) days’ prior written notice.
4.3 Notwithstanding anything else to the contrary contained in this Service Annexure, this Service Annexure will automatically and without notice terminate upon termination of the MSA.
Each Service has various specific terms applicable thereto and these will be supplemented by terms provided by your Clickatell Account Manager.
5.1 SMS Delivery Services. The SMS Delivery Services will include the following:
5.2 Delivery Destinations. Clickatell has the ability to transmit SMS Messages via the networks of various Telecommunication Vendors for transmission to Subscribers connected to numerous telecommunication networks across the world. Clickatell will provide the SMS Delivery Services to Customer at the prices and for transmission to Subscribers in the countries detailed in the applicable Schedules hereto. The telecommunication networks in each country to which Clickatell can deliver SMS Messages are detailed in the coverage pages on the Clickatell website, www.clickatell.com.
5.3 Long Numbers and Short Codes. SMS Delivery Services will be provided via shared long numbers (also called virtual mobile numbers) or short codes assigned to Clickatell subject to availability and service requirements. However, the Customer may apply for the use of a dedicated short code in respect of certain Services. On Customer’s successful completion of the short code application process and acceptance of Clickatell’s short code terms and conditions, Clickatell will either a) link Customer’s existing short code(s) to its Clickatell account and/or b) procure a short code from the relevant MNO(s) on Customer’s behalf. No right, title or interest in any long number or short code allocated to the Customer in terms of this Agreement will vest in the Customer or Clickatell. The Customer acknowledges that all rights, title and interest in each long number and/or short code remains vested in the MNO or regulatory body from which Clickatell procures such long number and/or short code and that the owner has the right to change or withdraw any such long number or short code allocated to Clickatell and/or the Customer without cause at any time. Clickatell will not have any liability of any nature whatsoever to the Customer arising from any such change or withdrawal of a long number or short code by the owner thereof.
5.4 Roaming. Clickatell’s SMS Delivery Services are available to Subscribers while roaming on MNO networks (“Foreign MNO”) other than that of the MNO with whom such Subscriber has contracted (“Subscriber MNO”), provided that the relevant Subscriber MNO has an applicable roaming agreement with such Foreign MNO. The Customer acknowledges and agrees that Clickatell is not aware of and does not have any control over whether roaming is available to Subscribers.
5.5 Sender ID. Clickatell may provide the Customer with the ability to customise sender identification (“Sender ID”) subject to the Customer entering into a separate Sender ID agreement with Clickatell. However, the Customer acknowledges that certain MNOs do not allow customised Sender ID at all while some MNOs may block SMS Messages containing customised Sender ID from time to time without notice to Clickatell. The Customer agrees that Delivery of SMS Messages containing customised Sender ID may fail and that Clickatell may charge the Customer for such failed SMS Messages. Clickatell’s Coverage Tables, available on its website, www.clickatell.com, contains a list of MNOs that Clickatell are able to deliver SMS Messages to, and the features supported by each. Clickatell will use reasonable endeavours to update its Coverage Tables immediately upon becoming aware of any new customised Sender ID restrictions, however, the Customer acknowledges that Clickatell may not be notified of any changes to a MNO’s policy regarding the acceptance of customised Sender ID and Clickatell therefore does not guarantee that the information contained in these tables will at all times be correct and/or complete.
5.6 Optional features. It is in the discretion of each MNO whether it supports and delivers SMS Messages containing optional features, such as Unicode, concatenation, UDH, alpha numeric characters, numeric characters and binary code. The Customer agrees that Delivery of SMS Messages may fail if it contains optional features not supported by the relevant MNO and that Clickatell may charge the Customer for Delivery of such failed SMS Messages. The Customer further acknowledges and agrees that Clickatell may charge additional fees for Delivery of SMS Messages containing any such optional features. Clickatell’s Coverage Tables, available on its website, www.clickatell.com, contains a list of MNOs that Clickatell are able to deliver SMS Messages to, and the features supported by each. Clickatell will use commercially reasonable endeavours to update its Coverage Tables immediately upon becoming aware of any changes or restrictions, however, the Customer acknowledges that Clickatell may not be notified of any changes to a MNO’s policy regarding optional features and Clickatell therefore does not guarantee that the information contained in these tables will at all times be correct and/or complete.
5.8 WhatsApp Business Solution Services: These services will include the following:
5.9 ‘REST API’ connectivity (Representational State Transfer Application Program Interface relying on a stateless, client-server, cacheable communications protocol used through the HTTP protocol – the web/internet) to its omni-channel Connect Platform;
5.10 Delivery Destinations. Clickatell has the ability to transmit and receive WhatsApp messages across the world. Clickatell will provide the WhatsApp Business Solution Services to Customer for transmission of messages to Subscribers in the countries at the prices detailed in the applicable Schedules hereto;
5.11 AWS VPS (Virtual Private Cloud) WhatsApp Docker. Clickatell will set up, functionally maintain and support the customer’s Docker(s) instance(s) with scalable capacity as defined within the applicable price plan, ensuring that it is configured with the most up to date specifications and software. Docker specifications will be defined and captured in terms of the relevant application form and/or service request;
5.12 Management and Customisation Portal. Within the Customer’s Connect account, Clickatell will provide access to a portal where HSM templates can be created and submitted to WhatsApp for approval. Further configuration tools like number whitelisting will also be available there.
5.13 secure encrypted messaging. Clickatell will only accept KMS encrypted messages. Decryption will occur in a secure VPN environment for subsequent re-encryption and transmission by WhatsApp to the end user.
5.15 Scheduled Maintenance. Clickatell reserves the right to suspend SMS or WhatsApp Delivery Services for the purposes of scheduled maintenance. Clickatell will provide the Customer with written notice of scheduled maintenance as provided for in the applicable TECHNICAL SUPPORT SERVICES ANNEXURE and will use reasonable efforts to schedule such scheduled maintenance during off-peak periods / hours.
5.16 Connect Platform Access. Clickatell will provide the Customer with access to its Connect Platform for purposes of submitting MT / Outbound / HSM Messages via specified APIs for transmission to Subscribers and for receipt of MO / Inbound Messages from Subscribers.
5.17 Access to Clickatell’s online Customer portal. Clickatell will provide the Customer with password-protected access to Customer’s account on Clickatell’s online Customer portal.
5.18 Technical Support Services. Clickatell will provide the Customer with Technical Support Services, at the level indicated and as detailed in the applicable TECHNICAL SUPPORT SERVICES ANNEXURE .
5.19 Access to relevant Documentation. Clickatell will provide the Customer with Access to relevant Documentation via such channels as elected by Clickatell at its sole discretion from time to time
5.20 Additional Services. Clickatell may provide the following optional services to the Customer at an additional cost (that may, among other things, include procurement fees, professional services fees, set-up fees, training fees and appropriate recurring monthly fees, taxes and other statutory fees) upon the Customer’s written request and subject to the Parties entering into a Service Request. Any such Schedule is hereby incorporated into this Annexure by reference and, except where expressly provided to the contrary herein, shall be subject to the terms and conditions of this Annexure. Rights and title to any Intellectual Property that may vest in any work product created because of such additional services, or that otherwise result from such additional services, may be defined in the applicable Schedule, and failing any such definition, shall vest exclusively in Clickatell. The Customer is further responsible for completion of any applicable Clickatell application form and / or service request:
5.21 Additional API configurations; and/or
5.22 Assistance in setting up additional connections (such as internet, VPN and leased lines) procured by the Customer through a third-party supplier, to the SMS Platform.
5.23 Additional WhatsApp Dockers both for live production and also for UAT / Development / Sandbox testing.
5.24 Should Clickatell agree to provide such additional services in terms of 5.9, such services will only be provided upon signature by both Parties of a mutually agreed upon Service Request that will, at least, include an accurate description of the services to be provided and the applicable fees.
5.25 Clickatell may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Term, including to reflect changes in technology, industry practices, patterns of system use and availability of third-party content. The specifications set forth in the Scope of Work are subject to change at Clickatell’s discretion; however, such changes will not result in a material reduction in the level of performance or availability of the affected Services.
5.26 The Customer acknowledges that Clickatell shall not be delivering copies of any Software as part of the Services, nor shall the Customer enjoy access to any physical hardware and/or infrastructure because of this Annexure.
5.27 For the duration of the Annexure, Clickatell grants to the Customer a non-exclusive, non-assignable, terminable, revocable limited right to access and use the WhatsApp Business Solution Services solely for the Customer’s internal business operations and subject to the terms and conditions of the PA.
5.28 The Customer shall not access the Services or use any related documentation to build a similar product or competitive product, nor shall it utilise any such documentation in any manner aimed at directly or indirectly competing with, or circumventing Clickatell, in any manner whatsoever.
5.29 The Customer acknowledges that the Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Clickatell’s ability to provide the WhatsApp Business Solution Services or other technology to other parties, including any features or functionality first developed for the Customer.
5.30 Third-party technology may be necessary for use with the WhatsApp Business Solution Services and the Customer acknowledges that its right to use such third-party technology may be governed by the terms of a third-party licensing agreement or such other terms and conditions specified by Clickatell or WhatsApp from time to time.
5.31 Upon termination of the Annexure for whatever reason, all rights granted to the Customer in respect of the Services shall terminate.
5.32 Clickatell and/or WhatsApp aim to continue improving its WhatsApp Business Solution Services which may require system updates from time to time. The rollout of new or updated Services by Clickatell will require the Customer to migrate to these new releases within Clickatell’s specified migration times. Clickatell will provide the Customer with a notice of new releases (“Notice of New Releases”) at least thirty (30) days prior to the rollout of new or updated Services. The Notice of New Releases will set out the migration project plans and will detail the nature and extent of the support to be provided to the Customer throughout the migration and the required timing for the Customer to implement the required changes, at the Customer’s cost. The Customer’s failure to implement the required changes within the required period will constitute a material breach of the Agreement.
6. Customer Obligations
You undertake these obligations as part of your use of the service to ensure compliance with legislation and the grant of rights.
6.1 Use of the SMS Delivery & WhatsApp Business Solution Services. In respect of Clickatell’s provision of the Services to the Customer, the Customer is responsible for:
6.2 the cost, installation and management of connectivity to Clickatell’s Connect Platform via VPN, leased lines, direct peering or any other means and all development work required for integration of the Customer’s internal systems with Clickatell’s Connect Platform and agrees to undertake and promptly perform all the obligations which are described and assigned to the Customer in the Service Annexure(s).
6.3 the establishment and maintenance of an AWS account for the creation of encryption keys via their KMS and providing Clickatell secure access to these keys for the purposes of WhatsApp message acceptance and transmission onto the WhatsApp network;
6.4 providing Clickatell with all necessary technical material, data and other information requested and reasonably required by Clickatell, for configuration of Clickatell’s Connect Platform for purposes of integration with the Customer’s internal systems and to allow Clickatell to perform its obligations under this Agreement
6.5 the completion and submission of the WhatsApp Business solution use case application form to Clickatell as required by WhatsApp for their approval. It is only on WhatsApp’s business verification approval that Clickatell will proceed with the provisioning of this Service;
6.6 the quality and stability of its systems and its connection to Clickatell’s Connect Platform;
6.7 submission of MT / Outbound / HSM Messages to the Connect Platform in accordance with the interface specifications posted on Clickatell’s website, www.clickatell.com;
6.8 use of the Services in accordance with Clickatell’s Rules of Use available at http://marketing-project-tango.eks.mc2-dev.eu-west-1.aws.clickatell.com/about-us/terms/rules-of-use/;
6.9 the provision of Customer Forecasts. To enable Clickatell to provide service in accordance with the terms of this Agreement, on or before the 5th (fifth) day of each month, the Customer will provide to Clickatell’s TAM a forecast detailing the estimated volume of messages (“traffic”) that the Customer anticipates dispatching through the Connect Platform during the following calendar month (“The Customer Forecast”). If practicable, the Customer will provide the following in the Customer Forecast: expected total monthly volume of Messages, peak days and peak hours. Clickatell may use the Customer Forecast for planning purposes and the Customer Forecasts will not constitute a commitment to purchase. If the Customer’s actual volume exceeds 150% (one hundred and fifty percent) of the actual volume for the previous month without previous written notice of a change in expected volume from the Customer (which may be made by email), then the service level commitments set forth in this Agreement will not apply during that month of exceeded capacity, provided that the Customer’s volume for the applicable month actually caused Clickatell to miss the applicable service level commitment;
6.10 the provision of information and support to enable Clickatell to diagnose and restore Incidents. Clickatell’s obligations to meet the Connect Platform availability service level commitment and otherwise perform herein are subject to the Customer providing all necessary information and support to enable the Incidents to be diagnosed and reproduced independently. The Customer will provide such information and support without charge.
6.11 Communication to Subscribers. In respect of the Customer’s use of the Connect Delivery Services and its communication with Subscribers, the Customer is responsible for:
6.12 ensuring that it and its Subscribers have the necessary and proper equipment required to send / receive SMS & WhatsApp Messages in terms of this Service Annexure. The Customer or Subscribers are responsible for paying all access fees and equipment charges (e.g. ISP, telecommunications service contract, email account, mobile device) incurred while receiving or sending Messages;
6.14 an obligation on the Customer to inform Subscribers that the Customer is the sender of the MT / Outbound /HSM Messages and the provider of any goods/services to which the content of the Messages relates;
6.15 confirmation that Customer is responsible for any content originated from or transmitted to Subscribers via the Clickatell Connect Delivery Services;
6.16 a requirement that each Message must contain a valid indication of its source (e.g. mobile telephone number, “From” field in text message, etc.);
6.17 rules regarding opting-out from receiving Messaging communication from the Customer; and
6.18 any other terms and/or conditions required by law and or industry codes of conduct as may be applicable to Customer’s communications with Subscribers, which will include but not be limited to data protection requirements.
6.19 Opt-in / Opt-out. The Customer will deliver messages only to Subscribers who:
6.20 if required by Applicable Law have given prior consent (“Opt-In”) to receiving the quantity, frequency and types of messages, as applicable; and
6.21 have been informed by the Customer of a Subscriber’s right to opt-out and the process of how to opt-out of receiving messages in the future (“Opt-Out”).
6.22 The Customer will honour any such Opt-Out requests within 24 (twenty four) hours of receipt of such. Customer will provide Clickatell with proof of any Opt-In and/or proof that the Customer has received and honoured an Opt-Out request within five (5) business days of written request by Clickatell. Proof for any Opt-In may be in the form of a Subscriber request or other documentation demonstrating Subscriber’s opt-in.
6.23 It is the obligation of the Customer to ensure that it’s Opt-in and Opt-out functionality complies with all Applicable Laws and Industry Codes of Conduct.
6.24 Customer Content. The Customer acknowledges and agrees that Clickatell exercises no control whatsoever over the content contained in Messages submitted to or received via the Connect Platform. Clickatell is a mere conduit in transmitting and otherwise handling Message content. The Customer is solely responsible for the content submitted to the Connect Platform in terms of this Agreement. The Customer will not use SMS Delivery & WhatsApp Business Solution Services or permit the SMS Delivery & WhatsApp Business Solution Services to be used for the transmission of inappropriate content. For purposes of this Agreement, “Inappropriate Content” will include any content that:
6.25 is unsolicited, including without limitation, “spam,” “junk messages” or unauthorized “bulk” messages;
6.26 causes the introduction of “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other similar or harmful computer programming routines into the SMS Platform;
6.27 is unlawful (including, without limitation, obscene, defamatory or libellous);
6.28 is offensive as may be determined by an MNO, Telecommunication Vendor or regulatory body in its sole discretion;
6.29 is misleading or inaccurate; and/or
6.30 infringes the intellectual property of any third party.
6.31 is of a Marketing nature on the WhatsApp Channel
6.32 Customer’s personnel shall reasonably co-operate with Clickatell at all times during the performance of this Agreement.
6.33 In respect of the Customer’s use of the WhatsApp Business Solution for communicating and transacting with Consumers, the Customer is responsible for:
6.34 the implementation of appropriate validation checks and security measures in line with industry standards to protect the Consumers against, inter alia, fraud and spamming;
6.35 ensuring compliance with all applicable legislation, regulatory requirements, where applicable
6.36 Customer agrees to take appropriate measures to protect against misuse of and/or unauthorised access to the Service.
6.37 Customer shall not make available to, or authorize any third party to have access to the Services (including the Software or Documentation) unless it is approved in writing by Clickatell prior to such authorisation or availability, and Clickatell in no way warrants or represents that such authorisation will indeed be provided for any third party and the parties confirm that such authorisation will be solely at Clickatell’s discretion and subject to any and all additional conditions which Clickatell may stipulate.
6.38 In addition to this Agreement, the use of the WhatsApp Business Solution Services by the Client shall be subject to the WhatsApp Business Solution Terms and all
other terms referred to therein by reference (collectively, “the WhatsApp Terms”). These terms, as amended from time to time, are reviewable at all times at https://www.whatsapp.com/legal/business-solution-terms/. By entering this Agreement, the Client expressly acknowledges its acceptance of the WhatsApp Terms and its undertaking to comply therewith.
6.39 The Client’s breach of the WhatsApp Terms shall also constitute a breach of this Agreement. The Client shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep indemnified Clickatell against all losses, claims, damages, liabilities and expenses (including all reasonable legal fees) incurred by Clickatell as a result of the Client’s breach of the WhatsApp Terms.
6.40 Latency: The Customer acknowledges that various factors are beyond Clickatell’s control, such as, inter alia, the distance between the Customer’s systems and the WhatsApp Business Solution and the method by which the Customer connects to the Services may affect the speed at which Interactions are transmitted between the Consumers, the Customer, Clickatell and the relevant suppliers to Clickatell. Clickatell shall not be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services, because of latency problems.
6.41 Customer shall not copy, modify, adapt, reproduce, distribute, resell, retransmit, merge with any other program, prepare derivative works based on, demonstrate, translate, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software, Clickatell Technology or WhatsApp Business Solution or use the Services (including Software and Documentation), in order to build or support or assist a third party in building or supporting products and/or services that circumvent, and/or attempt in any manner to circumvent or compete with Clickatell whether directly or indirectly, except to the extent that such activity is expressly permitted by this Agreement and by Applicable Law. Any copy of software, Clickatell Technology and/or any component of the WhatsApp Business Solution made by Customer shall contain all such copyright, trade secret, trademark and other proprietary rights notices or logos as are in the original.
6.42 The Customer confirms and undertakes that its shall ensure that all content is transmitted in accordance with applicable Regulatory requirement(s), including but not limited to, any restrictions as to the priority level of such messaging and the impact thereof the messaging timing should such messaging be of non-priority content (marketing for instance).
The full details of pricing and costs will be provided by your Clickatell Account Manager.
7.1 The Parties agree that, in return for provision of the SMS Delivery Services, Clickatell will charge the Customer the following fees:
7.2 Short Code and Two-Way Long Number Fees: Clickatell will charge the Customer a once-off Set-Up, Regulatory Fees (if applicable) and recurring rental fees for each Short Code or Long Number assigned to its Clickatell account. Clickatell will assign a short code or two-way long number to the Customer’s account upon the successful completion of the Customer of Clickatell’s relevant application. Different fees and terms and conditions may apply to short codes and long numbers in each country. The provision of Short Code and Long Number Services by Clickatell to the Customer are governed by the terms and conditions that may be included in any relevant application form and Clickatell’s relevant online terms available at www.clickatell.com.
7.3 Clickatell will invoice the Customer as follows:
7.4 Per Message Pricing:
7.5 A Per Message Fee as applicable to the relevant destination at the time of submission will be charged for each MT Message submitted by the Customer to the SMS Platform for Delivery and will be invoiced monthly in arrears; and
7.6 The applicable MO Message Fee will be charged for each MO Message submitted by a Subscriber (via a third-party MNO and/or aggregator) to the SMS Platform for Delivery to the Customer and will be invoiced monthly in arrears.
7.7 Concatenation. PLEASE NOTE that in in the event that an SMS Message contains more than the maximum amount of characters, the message will automatically be broken up into message parts. Each message part will be charged as a separate SMS at the applicable Per Message Fee.
7.8 Subscriber charges. Subscribers may be charged a fee per MO Message by the MNOs. The Customer will not be entitled to any portion of the MO Message fees levied by any MNO against Subscribers.
7.9 Number Look-up. Clickatell may rely on information provided by third parties in order to determine the correct MNO network to which a Subscriber’s MSIDSN is connected (“Number Look-up”). Due to number portability between MNO networks, Clickatell cannot guarantee that Number Look-up will always be correct.
7.10 The Parties agree that, in return for provision of the WhatsApp Business Solution Services, Clickatell will charge the Customer the fees detailed in Schedule 3.
7.11 Periodic Review. Clickatell reserves the right to increase the Fees upon 30 (thirty) days’ notice to the Customer.
7.12 Records. In the event of any differences between Clickatell’s records and the Customer’s records regarding the SMS Delivery Services, Clickatell’s records will apply.
7.13 Security Deposit. Clickatell reserves the right to request a security deposit from the Customer at its sole discretion based on the Customer’s risk profile.
7.14 Credit limits. Clickatell reserves the right to implement a maximum monthly overdraft (i.e. Clickatell may limit the amount of Messages submitted to the Connect Platform by the Customer on a post-paid basis). The decision to implement a credit limit will be made at Clickatell’s sole discretion and will be based on Clickatell’s assessment of the Customer’s risk profile. Clickatell will provide the Customer with 30 (thirty) days prior written notice when implementing or changing a credit limit.
7.15 It is confirmed between the Parties that the Fees listed herein are subject to change due to the imposition of Fee Changes by WhatsApp for the Services. The Parties acknowledge that such is beyond the control of Clickatell and the Parties endeavour to provide each other with such advance notice as is possible dependant on the receipt of such information from WhatsApp.