Terms & Conditions for A2P SMS and Voice Termination Services

1. Definitions

  • A2P SMS: Application-to-Person SMS traffic transmitted for commercial, informational, or authentication purposes.


  • Voice Termination: The routing and delivery of voice calls from Customer’s network to end users via Provider’s network and/or partner networks.


  • Traffic: SMS messages or voice minutes sent by Customer for termination.


  • Rate Sheet: The pricing schedule agreed between the Parties for the termination of SMS and/or voice traffic.


  • Applicable Law: All relevant laws, regulations, directives, and telecom authority requirements.




2. Provision of Services

2.1. Provider shall use commercially reasonable efforts to deliver SMS messages and voice calls to the intended destination via its own and partner networks.
2.2. Delivery is subject to availability, network capacity, regulatory restrictions, and technical feasibility.
2.3. Provider does not guarantee delivery times, quality of service, or end-user availability, except as expressly stated in a Service Level Agreement (SLA), if applicable.



3. Customer Obligations

3.1. Customer shall not send unsolicited, fraudulent, or unlawful traffic, including but not limited to spam, spoofing, phishing, or traffic in breach of privacy or telecom regulations.
3.2. Customer shall ensure that all traffic complies with Applicable Law, including data protection, anti-spam, and consumer protection rules in both the originating and terminating jurisdictions.
3.3. Customer shall provide accurate CLI (Calling Line Identification) for all voice traffic and valid sender IDs for SMS where required.
3.4. Customer shall not attempt to bypass Provider’s routing, manipulate traffic, or engage in SIM box fraud or grey routing.



4. Billing and Payment

4.1. Services shall be billed in accordance with the mutually agreed Rate Sheet.
4.2. SMS shall be billed on a per-message basis (MT-SMS successfully submitted to Provider’s system). Voice shall be billed in per-second or per-minute increments, as defined in the Rate Sheet.
4.3. Invoices shall be issued [weekly/monthly] and payable within [X] days of invoice date.
4.4. Payments must be made in the agreed currency via bank transfer (or other agreed method).
4.5. Late payments may be subject to interest at [X]% per month or the maximum permitted by law, whichever is lower. Provider may suspend Services for overdue accounts.



5. Fraud and Disputes

5.1. Customer is responsible for securing its systems against fraudulent traffic.
5.2. All usage records generated by Provider’s systems shall be deemed accurate unless proven otherwise.
5.3. Disputes regarding invoices must be raised within [30] days of the invoice date, with supporting evidence. Undisputed amounts remain payable in full.



6. Service Suspension

Provider reserves the right to suspend Services immediately if:

  • Customer breaches these Terms;


  • Customer engages in fraudulent, unlawful, or harmful traffic;


  • Customer fails to pay invoices on time;


  • Suspension is required by a regulatory authority.




7. Limitation of Liability

7.1. Provider shall not be liable for indirect, incidental, or consequential damages, including loss of profit, revenue, or goodwill.
7.2. Provider’s total aggregate liability for claims arising out of the Services shall not exceed the total amount paid by Customer to Provider in the [3/6/12] months preceding the claim.
7.3. Delivery of SMS and voice services depends on third-party networks outside Provider’s control. No warranty is made regarding uninterrupted service, 100% delivery, or quality of voice.



8. Confidentiality

8.1. Both Parties agree to keep confidential all commercial, technical, and financial information exchanged under these Terms.
8.2. Confidentiality obligations survive for [3] years after termination of the Agreement.



9. Compliance and Indemnity

9.1. Customer warrants that all traffic sent complies with Applicable Law.
9.2. Customer shall indemnify and hold Provider harmless from any claims, fines, penalties, or damages arising from Customer’s breach of these Terms or unlawful traffic.



10. Term and Termination

10.1. These Terms remain in effect until terminated by either Party with [30/60] days’ written notice.
10.2. Either Party may terminate immediately if the other Party materially breaches these Terms and fails to remedy within [15] days of written notice.
10.3. Termination shall not relieve Customer of payment obligations for Services already provided.



11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the United Kingdom (England & Wales). Any disputes shall be subject to the exclusive jurisdiction of the courts of England & Wales.



12. Miscellaneous

12.1. These Terms, together with the Rate Sheet and any SLA, constitute the entire agreement between the Parties.
12.2. Any amendments must be made in writing and signed by both Parties.
12.3. Neither Party may assign its rights or obligations without prior written consent, except to an affiliated company.