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General Terms and Conditions of Service

Please read these Terms and Conditions of Service carefully. They represent the legally binding Agreement between you and tyntec for the use of tyntec’s Service. If you register and use the Service you agree that you have understood and accepted the terms of the Agreement. You may not use the Service if you do not accept the terms of the Agreement. If you accept these terms on behalf of an organization then you represent that you have authority to do so. If, however, your organization has a separate Agreement with tyntec then that Agreement will govern instead.

In this Agreement “Customer” will refer to you, unless you accept on behalf of an organization in which case “Customer” will refer to the organization; and “tyntec” will refer to tyntec Ltd, a company incorporated under the laws of England, with its registered office at 6 St Andrew Street, London EC4E 3AE, United Kingdom. tyntec and Customer are referred to as “Party” and jointly and “Parties” in this Agreement. “Services” will refer to our offering starting with our platform services, which includes all of our programs, features, functions and report formats, instructions, code samples, on-line help files and technical documentation, our website, marketing material, business center, technical support, Add-ons as well as any upgrades or updates to any of these, made generally available by us, including any of our SDKs, APIs or software provided to you in connection with your use of our services, and our connectivity services.

You now agree with us as follows:

 
1. Services and Incorporation
1.1 tyntec offers a variety of services enabling connectivity and the easy integration of telecommunications capabilities into software applications, including mobile, web-based and desktop applications described on the website together with the then-current pricing page (the “Services”).

1.2 This Agreement incorporates the following additional policies:

1. Acceptable Use Policy (“AUP”),
2. Service Level and Support Policy (“SLSP”),
3. Data Privacy Policy
4. Additional Terms for Certain tyntec Services.

1.3 tyntec may have to make changes from time to time to the Services, pricing and policies. Customer is responsible for compatibility of its use of the Services with the then-current Service description and policies. tyntec may in its reasonable discretion suspend or discontinue any of the Services or its components or amend policies by posting a notice on the tyntec portal or by sending Customer notices through an appropriate means of electronic communication. It is Customer’s responsibility to keep informed about all changes to the Services or the policies.
2. Charges, Payment Terms and Taxes
2.1 Customer agrees to pay for the use of the Services as set out on the pricing page on the tyntec Portal, which may be updated from time to time, unless Customer has entered into a separate Agreement with tyntec in which case special pricing applies. tyntec reserves the right to change pricing from time to time.  Customer’s continued use of the Services after a price change becomes effective constitutes Customer’s agreement to pay the changed price.

2.2 The Services will be provided against pre-payment by Customer, without any right of set-off, deduction or counterclaim,  to the extent, and for as long as, Customer is in credit. Customer will pre-pay the Services  by credit card or, if post-payment is specifically agreed with tyntec, pay by wire transfer to an account designated by tyntec free of bank or other charges.

2.3 Transactions are taken into account for purposes of the charges as recorded and computed by tyntec from midnight on the 1st day of the relevant period to midnight of the last day (times are CET/CEST).

2.4 tyntec reserves the right to set off charges against operator records, as made available to tyntec, shall be conclusive as to transactions relevant for the calculation of charges.

2.5 Charges contained in a table as part of the Service Description and pricing descriptions are non-marginal so that, where more than one charge band applies, the band for the highest volume of transactions shall apply to all relevant transactions.

2.6 Customer must raise any payment dispute by written notice to tyntec within fifteen (15) days from date of invoice. Customer will pay the undisputed invoice amount by the invoice due date.

tyntec will accept payment disputes for amounts greater than 3% of the invoice amount. In case of an accepted payment dispute, tyntec will provide Customer with an itemised transaction log report. The Parties shall negotiate in good faith to settle any payment dispute within 30 days from its submission. Each Party can choose to escalate the payment dispute to the relevant commercial contacts of the other Party. If the dispute is resolved in the Customer’s favour, tyntec will correct the relevant invoice.

2.7 tyntec is entitled to terminate this Agreement without further notice if (i) Customer has outstanding payments older than 30 days or (ii) a payment dispute cannot be resolved within 30 days from its submission.

2.8 All fees payable under this Agreement by Customer will be made in accordance with these Payment Terms. The fees shown on the tyntec website are exclusive of any applicable taxes payable in connection with the Services provided hereunder (including, without limitation, VAT or any relevant local sales taxes).

3. Obligations of Customer
3.1 Customer will provide suitable hardware and communication equipment and will ensure at all times, at its expense, that such equipment remains suitable to access the tyntec platform which consists of the equipment tyntec uses in connection with the provision of its Services (“tyntec Platform”).

3.2 Customer will, and will ensure that its customers or users will use the Services strictly in compliance with the AUP and Data Privacy Policies.

3.3 If Customer becomes aware that there is likely to be an infringement of the AUP and Data Privacy Policies it will notify tyntec immediately. tyntec, in its reasonable discretion, may suspend Services or terminate the Agreement immediately indemnify tyntec against all cost and liability arising out of a claim that an SMS or Transaction, or Customer’s or its customers’ or users’ use of the Services, infringe the rights, contractual or statutory, of tyntec or any third party or any applicable law and regulation.

3.4 Customer will immediately inform tyntec when receiving any notification or official communication from regulators, state authorities or similar bodies, in relation to Customer’s services which are based on the Services provided by tyntec, providing tyntec with a copy of such notification or, at a minimum, with complete substantive information regarding the part of the notification which relates to the Services directly or indirectly.

3.5 Customer will not have the right to sell to any resellers or aggregators of services under this Agreement without the advance prior consent in writing of tyntec.

4. Term, Termination and Suspension
4.1 This Agreement commences on the date Customer accepted these Terms and Conditions and continues indefinitely unless terminated by either Party by giving at least thirty (30) days’ advance written notice of termination. In the event that certain Services specifically provide for a fixed term, as set out in the Additional Terms for Certain tyntec Services, Customer will be liable for all fees agreed in connection with the fixed term in the event of early termination by Customer, effective prior to the end of the fixed term, or a termination with immediate effect by tyntec as provided in Section 4.2 below.

4.2 Either Party can terminate the Agreement with immediate effect if (i) the other Party is in breach of a material obligation of this Agreement and has failed to cure such breach within ten (10) days of receiving written notice of such breach; (ii) if the other Party ceases to trade or to pay its debts in the ordinary course, enters into a voluntary arrangement with its creditors, or becomes insolvent or enters into liquidation or similar, or anything occurs analogous to the foregoing under the laws of the place where the Party is incorporated, or (iii) as specifically contemplated in this Agreement. If tyntec terminates Customer’s account tyntec may also suspend Services immediately.

4.3 tyntec may suspend the Services in the event of (i) non-payment of charges, (ii) tyntec has reasons to believe that Customer has violated the AUP, (iii) there is reason to believe that the traffic created from the use of the Services is fraudulent or negatively impacting the operating capability of our Services; (iv) tyntec determines that in its sole discretion, that providing the Services is prohibited by law; or (v) suspension is required for upgrade or maintenance reasons or the services of an operator required for the provision of the Services are not available . tyntec will make reasonable efforts to notify Customer in advance of any suspension.

4.4 tyntec may terminate all or part of the Services upon thirty (30) days’ advance notice in the event that Customer has not utilised the Service or Services for a minimum period of six (6) months.

5. Confidentiality
5.1 The Parties undertake that they will keep confidential and will not use for their own purposes any information of a confidential nature including, but not limited to, any trade secrets, proprietary information, trading and financial details and other information of commercial value (“Confidential Information”).

5.2 This Clause shall not apply to any such Confidential Information which the receiving party can show is public knowledge or was already known to it at the time of disclosure, subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the receiving Party’s possession from a third party.

5.3 If an administrative body or a court under proceedings asks for Confidential Information the Parties will contact each other and will cooperate to minimise possible adverse effects of such disclosure.

5.4 Customer acknowledges that, where an administrative body or a court under proceedings requests tyntec to disclose the name and address of customers using specific long numbers, tyntec is obliged to comply and to provide such information about Customer within the scope of the request.

5.5 The receiving Party will return to the disclosing party or destroy, if permitted by law, all Confidential Information the receiving Party holds in whatever form upon termination or expiry of this Agreement.

5.6 The terms of this Clause will survive expiry or earlier termination of the Agreement.

6. Warranty
6.1 tyntec warrants to provide the Services in a professional manner. tyntec will provide the Services subject to the terms of the SSLA from the date they go “live”, upon notification from tyntec to that effect. tyntec does not warrant that the Services will be fault-free or available at any  the time. Customer’s entire remedy for tyntec’s failure to meet service level requirements or other requirements under this Agreement will be (i) for tyntec to use reasonable commercial efforts to correct reported faults for which it is responsible and (ii) termination of this Agreement. All other warranties, whether statutory or contractual, are hereby excluded from this Agreement, to the extent permitted by law.

6.2 tyntec is not responsible for any mobile telecommunication systems or networks it does not operate and consequently not liable for the acts or omissions of other telecommunication services providers.

6.3 Customer acknowledges that tyntec has no control over the content of any messages or voice calls transmitted through its system, and tyntec cannot be held responsible by Customer or its customers for such content.

7. Limitation of Liability
7.1 tyntec will only be liable as expressly provided for in this Agreement.

7.2 tyntec will not  be liable to Customer or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty, or other tort) or otherwise:

1. for any loss of revenue, business, anticipated savings or profits, or
2. for any indirect, special or consequential loss, damage, costs, or other claims.

Nothing in this Agreement shall exclude or restrict tyntec’s liability for death or personal injury.

7.3 tyntec will be liable for direct loss or damages only, whether in contract, tort (including negligence, breach of statutory duty, or other tort) or otherwise. tyntec’s’s aggregate liability during any successive twelve month period will be limited to damages which will not exceed the lesser of (i) 50,000 EUR (fifty thousand Euro) or (ii) the aggregate during such period of tyntec’s net revenue generated under this Agreement in respect of Charges.

8. Indemnification
Customer will indemnify tyntec against all claims brought by a third party in connection with the provision of Services under this Agreement (“Third Party Claim”) in particular, but not limited to, breach of the provisions of the tyntec policies referenced in Section 1.2 and applicable laws.

9. Intellectual Property Rights
9.1 Intellectual property rights in all software, information, technology or data whatsoever supplied by either party under this Agreement will remain the property of that party.

9.2 tyntec will not modify or alter Customer`s name or logo. tyntec will not use any trademark, word, symbol, letter or design in combination with Customer name or logo in a manner that would create a combination mark. tyntec will not attempt to register Customer name or logo, or adopt, use, or attempt to register any confusingly similar mark or website domain.

10. Compliance
Customer will comply with all applicable laws, including data protection, anti-bribery and anti- spam laws and tyntec policies referenced in Section 1.2. If Customer is sending messages to and from the United States of America or Canada, Customer must pay particular attention to US and Canadian Anti-Spam laws as referenced in the AUP. tyntec will not enter into agreements with individuals or entities which are subject to international sanctions or embargoes with respect to the Services. Customer undertakes that Customer is not subject to such sanctions or embargoes.

11. Force Majeure
Any delay or failure by either party hereto in performance of this Agreement will be excused to the extent that such delays or failures are caused by occurrences beyond such party’s reasonable control, including acts of God, decrees or restraints of governments, strikes or other labour disturbances, war, sabotage, and any other cause which cannot be reasonably controlled by either party. The party seeking to excuse its performance will promptly notify the other party, and the notifying party will be excused for the duration of its inability to perform. Either party may terminate this Agreement if such conditions continue for sixty (60) days or more.

12. Successors in Title and Assigns
Customer acknowledges that tyntec shall be entitled by notice in writing to Customer, to assign all of its rights and obligations under this Agreement to another entity which is a controlled affiliate of tyntec for which assignment  Customer hereby gives its irrevocable consent. “Control” means ownership of more than fifty per cent (50%) of the equity. Otherwise all assignments require the consent of Customer, such consent not to be unreasonably withheld.

13. Variation
Any variation, amendment or modification to this Agreement shall be effective only if agreed to in writing and signed by both Provider and tyntec. Such variation, amendment or modification shall then form part of this Agreement.

14. Waiver
Any failure to enforce any right or provision in this Agreement by either Party does not constitute a waiver of such right or provision or of any other right or provision in this Agreement.

15. Entire Agreement and Severability
This Agreement constitutes the entire understanding between the parties. If any portion is determined to be or becomes unenforceable or illegal, such portion will be deemed to be eliminated and the remainder of this Agreement will remain in effect in accordance with its terms as modified by such deletion.

16. Jurisdiction and Governing Law
This Agreement shall be governed by the laws of England and Wales, and the parties hereby submit to the non-exclusive jurisdiction of the courts of London, England, for the resolution of any dispute which may arise in connection herewith.

For customers residing in the EU only

A. Data Protection Agreement. Customers residing in the European Union who wish to execute standard contractual clauses for the transfer of personal data from the European Union with tyntec an do so by following the link below:

https://go.tyntec.com/data-processing-addendum

B. Right to use Data.Customer will ensure that tyntec has the right to use its data as necessary for the provision of the Services.

For customers residing in Germany only

C. Warranty and Limitation. For a period of 12 months from execution of this Agreement the Services will materially comply with the agreed specifications. All other warranties are excluded.

 

Additional Terms for Certain Services

Certain additional services are subject to special terms in addition to the General Terms and Conditions of Use. By using these additional services, you agree that you are bound by the relevant Additional Terms in addition to the General Terms and Conditions of Use. The Additional Terms are hereby incorporated by reference into our General Terms and Conditions of Use. They are:
SMS Outbound
Customer will be charged for all messages submitted to the tyntec platform, irrespective of delivery status.
SMS 2-Way
Depending on availability the 2-way communication will be established by using one or multiple numbers or keywords (“Sender IDs”) provided to Customer.

Customer will be charged for all messages submitted to the tyntec platform, irrespective of delivery status. Where fees for incoming messages apply Customer will be charged for all such incoming messages submitted to the Customer platform, irrespective of delivery status. Incoming messages are free unless specified otherwise.

tyntec provides new sender IDs upon Customer’s written request.

Sender IDs provided to Customer in the context of this Service will be listed in the business information overview (“BIO”) or any similar document made available to Customer via the tyntec Platform or by e-mail.

Any usage of Sender IDs requires the prior approval of the relevant use case by tyntec. The use case submitted by Customer to tyntec must contain an adequate detail.

Customer will lease each sender ID from tyntec for a minimum period of 3 (three) months.  After the end of the initial three-month term, the agreement to provide the Service will automatically renew on a month-to-month basis unless terminated by either Customer or tyntec by giving thirty (30) days’ written notice in advance.

If sender IDs include short codes, Customer is only allowed to send messages to end-users which are subscribers to the networks operating in the country where the short code is registered.

Customer will terminate all messaging traffic using Sender IDs provided in the context of this Service exclusively via the tyntec platform.
Mobile Chat API
The charging mechanism might differ from one messaging app to another. Please refer to the price overview on the website for details.

With respect to messages sent to Viber, Customer will be charged for all messages delivered to Viber users.

For messages sent to WhatsApp, Customer will be charged WhatsApp Fees for all Templated Messages that are sent outside of the Customer Care Window and delivered to WhatsApp users (https://developers.facebook.com/docs/whatsapp/pricing).

Further, for all messages sent and received via WhatsApp, Customer will be charged tyntec Fees.

Mobile Chat API provides an optional SMS fallback mechanism which Customer may or may not decide to use. The enabling / disabling procedures are described in the API documentation at https://www.tyntec.com/help-center/docs/

When the SMS fallback is used the message is first submitted to one or more messaging apps, depending on which messaging apps are available for the respective destination country. If the message cannot be delivered to any of these messaging apps, for example because the recipient is not a registered user on any of the respective apps, then the message is sent and charged as an SMS.

Viber
These special terms and conditions (“Viber T&Cs”) relate to the use of Viber Service Messages, a service enabling message delivery through the Viber app to Viber users who have opted in to receive such messages. These Viber T&Cs prevail over other terms and conditions in the Agreement in the event of conflict.

1. Customer undertakes to provide the Service to its users only on terms substantially similar to, and no less stringent than, these Viber T&Cs.
2. Customer will not knowingly use the Service in any manner which contravenes the Viber terms and policies available at http://www.viber.com/en/terms (“Viber Policies”).
3. Customer undertakes that it will only send messages to the mobile subscribers who consented to receive such messages by opting in or actively registering with Customer for the receipt of such messages. Customer will preserve opt-in data and will present such data upon request to tyntec.
4. Customer will ensure that content used in the messages will at all times comply with the following terms and is not in violation of any applicable laws or regulations. tyntec may remove any or all content if it deems that such content is unauthorized or illegal or violates the terms below or any of the Viber Policies, and Customer will not use any of the following:
   1. Content which infringes or violates any rights, including any intellectual property rights of a third party;
   2. Content which is or may considered to be abusive, discriminating, harassing, including harassment or discrimination on the basis of race, religious creed, color, national origin, ancestry, physical disability, and mental disability, medical condition including genetic characteristics, marital status, sex, age, sexual orientation, veteran status, or any other characteristics protected by law;
   3. Content which is illegal by any applicable laws or regulations;
   4. Content that contains or transmits viruses, worms, defects, Trojan horses, or any malicious code; and/or
   5. Content that falsely expresses or implies that such content is sponsored or endorsed by tyntec or Viber.
5. Customer acknowledges and agrees that tyntec has no control over the content which passes through the use of the Service and that tyntec does not examine the use of such content or the nature or the sources of the content. Customer will be solely liable for such content. tyntec will not be liable for the content or any other material transmitted by Customer or anyone else using the Service, including but not limited to, mobile subscribers.
6. Customer will not send unsolicited traffic or knowingly transfer messages that can be classified as SPAM to the tyntec or the Viber platform. Customer shall ensure that Customer’s agreements with its users contain clauses that prohibit the sending of unsolicited traffic. Customer will use reasonable efforts to prevent unsolicited traffic from reaching the tyntec platform.
   1. tyntec and Viber shall have the right to block Customer from sending messages immediately upon violation of this provision.
   2. tyntec and Viber shall have the right to refuse sending messages from a specific entity or to a specific destination or territory at tyntec’s and Viber’s sole discretion.
7. Should unsolicited traffic nonetheless be sent by Customer or any of Customer’s users to the tyntec or the Viber platform, the following actions will be taken: (i) the Party finding that unsolicited traffic has been sent will use reasonable efforts to immediately contact the other Party informing that unsolicited traffic has been sent; (ii) the Parties will immediately initiate reasonable efforts to work in good faith and exchange information (with timestamp, content, destination number, Message IDs and originator) in order to determine the source of the unsolicited traffic as soon as possible after the incident; (iii) Customer will immediately suspend the connection with Customer’s user from whom the unsolicited traffic originated and will agree together with tyntec whether the suspension can be lifted once Customer’s user remedies the issue or if the connection should be terminated; and (iv) following such efforts, and if the unsolicited traffic continues to be sent, tyntec may terminate this Agreement immediately without further liability.
8. In addition to any other remedies that tyntec may have, tyntec will have the right to immediately suspend all or any part of the Service if tyntec has reason to suspect fraudulent, unlawful or unauthorized use of the Service by Customer or Customer’s users until such prohibited conduct has ceased.
9. Customer represents and warrants that it (i) will perform all of its obligations under this Agreement; (ii) will adhere to these Viber T&Cs; and (iii) will comply with tyntec’s directions.
10. Customer represents and warrants that any entity to which it provides messages has affirmatively opted in to receive the messages.
11. Customer will: (i) conduct its business in a way that will reflect favorably on tyntec and the services; and (ii) not partake in any illegal, or morally or ethically questionable business practices
12. Customer will not: (i) make any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) make any direct or indirect unlawful payment to any foreign or domestic government official or employee; (iii) be, or cause tyntec or any of its affiliates to be, in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, legislation enacting the Organization for Economic Co-operation and Development’s Convention on Combating Bribery of Foreign Officials in International Business Transactions or other national or local law regulating payments to government officials or employees; or (iv) make any other unlawful payments, whether in the form of a bribe, rebate, payoff, influence payment, kickback or otherwise to a customer or any third party
13. Customer agrees that tyntec will have the right to set limits at any time with respect to message delivery, including, but not limited to, the number of messages sent to an individual user in a particular time period or the total number of messages sent in a particular time period.
14. Customer will indemnify, defend and hold harmless tyntec  and its parents, subsidiaries, affiliated companies, and their respective officers, directors, employees and agents (“tyntec’s Indemnified Parties”) from and against any and all claims, demands, actions, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) an alleged infringement of third-party intellectual property or other third-party rights regarding use of the Service;  (ii) Customer’s breach of any of its warranties or representations under the Agreement or any Service Addendum ; or (iii) any injuries or damage to person or property due to Customer’s gross negligence or willful misconduct (collectively, the “Indemnified Claims”) provided that (a) tyntec immediately notifies Customer of the existence of such claim together with all relevant details; (b) tyntec cooperates in all respects with Customer, as long as it does not conflicts with tyntec’s interests, in the defense against such claim; and (c)  tyntec will not enter into any separate negotiations, settlements proceedings and similar with respect to such claim without advising Customer on such negotiations. tyntec will have the right to select legal counsel to defend any Indemnified Claims, and Customer will be solely responsible for reasonable legal fees and costs arising out of such defense.  In no event will Customer settle or compromise any Indemnified Claims without the prior written consent of tyntec in each instance.
15. Except for Customer’s infringement of third-party intellectual property or other third-party rights, breach of its representations and warranties, breach of its indemnification obligations, unauthorized disclosure or misuse of Confidential Information,  misconduct or gross negligence (“Special Claims”), neither Party will be liable for any indirect, incidental, consequential, exemplary, special or punitive damages incurred by the other party, including without limitation any loss of profit, revenue or income, loss or use of data, or interruption of business, however arising and whether an action in contract, tort, negligence or any other theory of liability, even if a Party has been advised of the possibility of such damages.  With the exception of damages for Special Claims, either Party’s aggregate liability under this Agreement, however arising and whether an action in contract, tort, negligence or any other theory of liability, will be limited to the higher of the total amount invoiced by Customer to tyntec in the 12 months preceding such claim or one hundred and fifty thousand Euros (€150,000). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

WhatsApp Business Solution
These special terms and conditions (“WhatsApp T&Cs”) relate to the use of the WhatsApp Business Solution, a service enabling businesses to communicate with WhatsApp users. These WhatsApp T&Cs prevail over other terms and conditions in the Agreement in the event of conflict.

1. Before starting use of the Service Customer undertakes that by using or accessing any of WhatsApp Services directly or indirectly, they agreed to the WhatsApp terms of service available at https://www.whatsapp.com/legal/FB-terms-whatsapp-business/ as updated from time to time.
2. In order to use the WhatsApp Business Solution Customer must comply with the WhatsApp terms set forth in the WhatsApp Business Solution Terms (https://www.whatsapp.com/legal/business-solution-terms/), the WhatsApp Technical Product Information (https://developers.facebook.com/docs/whatsapp/guides) and the WhatsApp Business Solution Policy (https://www.whatsapp.com/legal/business-solution-policy/).
3. Facebook is the distributor of the WhatsApp Business Solution and WhatsApp works with Facebook to provide the tools required to enable the WhatsApp Business Solution, including Facebook Business Manager and Facebook Developer. The Facebook Terms (https://facebook.com/legal/terms) and the Facebook Commercial Terms (https://www.facebook.com/legal/commercial­_terms) applicable for Facebook Business Manager and Facebook Developer apply, and Customer will comply with these terms. Users of the WhatsApp Business Solution in general will take note and comply with the WhatsApp Terms for Service Provider (https://www.whatsapp.com/legal/business-terms-for-service-providers/.
4. Facebook and WhatsApp keep the right to change the location of those terms and conditions, polices, etc.
5. It is Customer’s responsibility to follow the changes that Facebook and WhatsApp make in their terms and conditions, polices and make sure they comply with them.
6. Customer undertakes to provide the service to its users only on terms substantially similar to, and no less stringent than, these Facebook and WhatsApp T&Cs.
7. Customer acknowledges and agrees that tyntec has no control over the content which passes through the use of the Service and that tyntec does not examine the use of such content or the nature or the sources of the content. Customer will be solely liable for such content. tyntec will not be liable for the content or any other material transmitted by Customer or anyone else using the Service, including but not limited to, mobile subscribers.
8. Customer will not send unsolicited traffic or knowingly transfer messages that can be classified as SPAM to the tyntec or the Facebook/WhatsApp platform.
9. In addition to any other remedies that tyntec may have, tyntec will have the right to immediately suspend all or any part of the Service if tyntec has reason to suspect fraudulent, unlawful or unauthorized use of the Service by Customer or Customer’s users until such prohibited conduct has ceased.
10. Customer represents and warrants that it (i) will perform all of its obligations under this Agreement; (ii) will adhere to these Facebook and WhatsApp T&Cs; and (iii) will comply with tyntec’s directions.
11. tyntec’s liability towards Customer with respect to the provision of the WhatsApp Business Solution Service is limited in the same way as the liability of Facebook and WhatsApp is limited and Customer must indemnify tyntec for breach of the Facebook and WhatsApp T&Cs in the same manner as set out in the Facebook and WhatsApp T&Cs.

Interactive Text
tyntec enables and activates new Numbers once per week and will notify Customer when the activation process is successfully completed. Numbers activated under this Service will be listed in the Business Information Overview (“BIO”) document made available to Customer via the tyntec Platform or e-mail.  tyntec must approve the use case, including a description provided by Customer, before a Number can become active. In addition, Customer must provide a Letter of Authorization (“LOA”) and upon request proof of ownership for the Number enabled under this Service. Customer will exclusively terminate all messaging traffic utilizing the Number enabled under this Service via the tyntec Platform. tyntec reserves the right to immediately terminate Service if tyntec believes that Customer has terminated messaging traffic utilizing the Number enabled under this Service via other channels than the tyntec Platform.

Lawful Interception and Data Retention Conditions: In order to fulfil the requirements of applicable data protection laws and laws governing lawful interception, Customer will cooperate with tyntec and all competent authorities by satisfying all relevant data requests. Further Customer guarantees that the SMS enablement of the respective numbers is in full compliance with any applicable legal obligations.

Letter of Authorization: As an exception from the confidentiality requirements of the Main Body tyntec may disclose the existence and subject-matter of the Agreement between tyntec and Customer in a Letter of Authorization in the form provided by tyntec to those of its partners with a need to know in order to enable tyntec to fulfil its obligations under the Agreement.

Global Number Portability
For each query submitted to the tyntec platform which can be successfully resolved by tyntec, tyntec will return to Customer one or more identifiers, such as the Mobile Country Code / Mobile Network Code (MCC/MNC) or a tyntec Operator ID (TTID), which Customer can use to determine the mobile or landline carrier to which the phone number belongs at the time of the query.

Customer will be charged for all queries submitted to the tyntec platform, irrespective of the content of the response.

Global Number Verification
For each query submitted to the tyntec platform which can be successfully resolved by tyntec, tyntec will return to Customer one or more identifiers which Customer can use to determine a variety of information relating to the phone number. Such information may relate to one or more of the following: number portability, number range, location, phone status, roaming status and number validation. The content of a query response will depend on the type of information tyntec is able to retrieve from the data sources at its disposal. As a consequence, a query response may contain all, a part or none of the information above.

Customer will be charged for all queries submitted to the tyntec platform, irrespective of the content of the response.

Voice Outbound
Interconnection is achieved between Customer’s network and the tyntec platform via the public IP network unless agreed between the Parties.

Emergency calling services, national directory services, national special and premium rate services are not supported.

All voice calls will be charged for in increments of 1 second unless specifically stated otherwise.

Voice Inbound
Customer’s network and tyntec platform interconnect via the public IP network unless agreed otherwise between the Parties.

Emergency call services, national directory services, national special and premium rate services are not supported.

All voice calls will be charged for in increments of 1 second unless specifically stated otherwise.

tyntec provides new Virtual Numbers upon Customer’s written request.

Virtual Numbers provided to Customer through this Service will be listed in the business information overview (“BIO”) or any similar document made available to Customer via the tyntec platform or e-mail.

Any usage of Long Numbers requires the prior approval of the relevant use case by tyntec. The use case submitted by Customer to tyntec must contain adequate details.

Customer will lease each Long Number from tyntec for a minimum period of three (3) months.  After the end of the initial three-month term, the agreement to provide such Service will automatically renew on a month-to-month basis unless terminated by giving thirty (30) days’ advance notice in writing.

Customer will terminate all voice traffic using Long Numbers provided under this Service via the tyntec platform.

Lawful Interception and Data Retention Conditions: Customer will fully cooperate with tyntec and all competent authorities regarding relevant data requests in order to comply with applicable laws governing data protection and lawful interception requirements. Customer represents that usage of numbers will be fully compliant with any other applicable legal obligations.

Two-Factor Authentication (2FA)
Customer will be charged for each Successful Authentication.

A “Successful Authentication” means an event where Customer successfully verifies the identity of one of its users (a “Client”) seeking access to the internet-based systems of the Customer by using tyntec’s Two-Factor Authentication (2FA) Service. For purposes of clarification, a non-entry or an incorrect entry of a pin-code by a Client that result in failure to verify the identity of a Client does not constitute Successful Authentication.

As part of the Service tyntec will create a pin code, deliver it to a Client via SMS or voice call and validate the code when requested to do so by Customer. The Service is restricted to authentication purposes as described above.