Specific Terms for Live Messaging Channels

The following product specific pricing and usage conditions apply to the provision of Live Messaging Services by TrustYou to your company.

SMS Channel

1

Consumption costs in the list “Consumption Costs SMS” (Exhibit A) are applicable per SMS sent. Costs are fixed based on the location of your property.

2

SMS received are free of charge.

3

1 SMS = 1 Segment = 160 characters with GSM-7 encoding or 70 characters with UCS-2 encoding.

4

SMS channels have monthly maintenance fees associated with the maintenance of a local or toll-free phone number. When setting up the channel, TrustYou will use your address to purchase a dedicated local or toll-free phone number when possible. If local phone or toll-free numbers are not available, an international number (UK) will be acquired as default.

5

Monthly maintenance fees in the list “Monthly Maintenance Fees Mobile Phone Number” (Exhibit B) are based on the purchased local or toll free phone number. If the local or toll-free number that you are interested in is not available in that list, please contact us.

6

Some countries require legal documentation to be provided by the customer in order to acquire local or toll-free phone numbers. If this documentation is not available, only international phone numbers (UK) can be purchased.

7

SMS channel subscription period corresponds to the subscription period of the Agreement and cancellation terms of the Agreement apply.

8

Consumption costs and maintenance fees are charged in the currencies set in the specific terms.

9

All prices exclude VAT/Sales Tax/GST.

10

TrustYou is entitled to change or increase the prices if a telecommunication or service provider is increasing the costs of preliminary products that TrustYou uses (for example SMS or phone number costs or similar). TrustYou will inform the customer 30 days upfront of such a change.

WhatsApp Channel

1

WhatsApp standard sent messages are applicable to consumption costs.

2

WhatsApp received messages are free of charge.

3

WhatsApp maintenance fees are associated with the setup and maintenance of the WhatsApp Business Account.

4

SWhatsApp channel subscription period corresponds to the subscription period of the Agreement and cancellation terms of the Agreement apply.

5

All prices exclude VAT/Sales Tax/GST.

6

The Use of WhatsApp Channel requires application of the WhatsApp Addendum (Exhibit C) that is hereby incorporated as an integral part of the Contract.

7

WhatsApp for Business is not available in the following countries: China, Cuba, Syria, Iran, Crimea and North Korea.

WhatsApp Business Account Monthly Maintenance Fees

Monthly Maintenance

19.00 USD/EUR/GBP*

2280.00 JPY*

* The currency of the subscription fees in the Order Form applies to WhatsApp Monthly Maintenance Fee.

Consumption Costs (per WhatsApp standard message sent)

Outbound Session Message

0.01 USD/EUR/GBP*

1.20 JPY*

* The currency of the subscription fees in the Order Form applies to consumption costs.

WeChat Channel

1

WeChat sent and received messages are free of charge.

2

WeChat does not have any associated maintenance and setup fees. However, the customers must acquire by themselves a WeChat Business Account (Service Account) to integrate with our product. TrustYou does not provide a WeChat Service Account.

3

The Use of WeChat assumes that the customer agrees with WeChat Terms of Service.

Wallet

In order to use Live Messaging Channels (e.g. SMS, WhatsApp), the Client is required to prepay an agreed amount to cover consumption costs and monthly maintenance fees of the Live Messaging Channels (prepaid amount hereinafter the “Wallet Amount”). The following terms apply to the Wallet functionality:

Initial Wallet Amount:

Initial amount of the Wallet is selected/agreed in the Specific Terms/Order Form (“Initial Wallet Amount”).
Minimum Initial Wallet Amount is 250 EUR/USD/GBP or 30.000 JPY.
Client prepays the Initial Wallet Amount upon receipt of the respective invoice.

Billing/Deduction:

Consumption costs and monthly maintenance fees will be deducted directly from the Wallet.
Monthly costs will be deducted on a monthly basis.
Consumption costs will be deducted approx. on a daily basis.

Top up:

When the balance of the Wallet reaches a threshold of 20 % of the Initial Wallet Amount, the Wallet is topped up with an amount corresponding to the Initial Wallet Amount to keep the direct communication channels operative. The client will receive respective invoices with the top up amount.
Payment methods and payment terms that apply to the subscription will apply to the Wallet payments and top ups.

Consumption of Wallet Amount:

In the event that the Wallet amount is not consumed until the end of a subscription period, the remaining Wallet amount will be transferred to the next subscription period.
In the event the Agreement is terminated, the Wallet amount shall be consumed by the Client until end of contract date.
If the Wallet amount is not consumed until contract end date, the remaining Wallet amount shall not be refunded.

Wallet

If the use of the Live Messaging Services is technically or legally restricted or not possible in certain countries or regions due to governmental or administrative measures or regulations, TrustYou cannot be held liable for this and this shall have no effect on the fees agreed and payable.

Following Exhibits:

Exhibit A: Consumptions costs (per SMS sent)
Exhibit B: Monthly Maintenance Fee (SMS Channel)
Exhibit C: WhatsApp Addendum

Exhibit A: Consumption costs (per SMS sent)

Consumption Costs (per WhatsApp standard message sent)

Country of Property	Price/SMS sent USD/EUR/GBP*
Afghanistan	0.12
Albania	0.10
Algeria	0.12
American Samoa	0.14
Andorra	0.12
Angola	0.07
Anguilla	0.06
Antigua and Barbuda	0.06
Argentina	0.08
Armenia	0.10
Aruba	0.06
Australia	0.07
Austria	0.11
Azerbaijan	0.15
Bahamas	0.06
Bahrain	0.06
Bangladesh	0.12
Barbados	0.05
Belarus	0.15
Belgium	0.12
Belize	0.05
Benin	0.07
Bermuda	0.05
Bhutan	0.12
Bolivia	0.08
Bosnia and Herzegovina	0.10
Botswana	0.11
Brazil	0.07
Brunei	0.03
Bulgaria	0.12
Burkina Faso	0.05
Burundi	0.10
Cambodia	0.09
Cameroon	0.11
Canada	0.03
Cape Verde	0.09
Cayman Islands	0.06
Central African Republic	0.03
Chad	0.10
Chile	0.07
China	0.04
Colombia	0.06
Comoros	0.04
Cook Islands	0.04
Costa Rica	0.05
Croatia	0.06
Cuba	0.10
Cyprus	0.10
Czech Republic	0.07
Denmark	0.04
Djibouti	0.12
Dominica	0.06
Dominican Republic	0.07
Democratic Republic of the Congo	0.08
East Timor	0.12
Ecuador	0.09
Egypt	0.10
El Salvador	0.06
Equatorial Guinea	0.06
Eritrea	0.12
Estonia	0.11
Ethiopia	0.10
Falkland Islands	0.09
Faroe Islands	0.03
Fiji	0.08
Finland	0.10
France	0.09
French Guiana	0.18
French Polynesia	0.20
Gabon	0.12
Gambia	0.04
Georgia	0.12
Germany	0.10
Ghana	0.08
Gibraltar	0.04
Greece	0.07
Greenland	0.05
Grenada	0.07
Guadeloupe	0.11
Guam	0.09
Guatemala	0.06
Guernsey	0.04
Guinea	0.11
Guinea-Bissau	0.14
Guyana	0.06
Haiti	0.08
Honduras	0.06
Hong Kong	0.06
Hungary	0.10
Iceland	0.07
India	0.03
Indonesia	0.08
Iran	0.06
Iraq	0.09
Ireland	0.09
Israel	0.06
Italy	0.11
Ivory Coast	0.12
Jamaica	0.06
Japan	0.10
Jersey	0.05
Jordan	0.13
Kazakhstan	0.13
Kenya	0.07
Kiribati	0.10
Kosovo	0.11
Kuwait	0.10
Kyrgyzstan	0.13
Laos	0.07
Latvia	0.08
Lebanon	0.07
Lesotho	0.10
Liberia	0.09
Libya	0.12
Liechtenstein	0.04
Lithuania	0.07
Luxembourg	0.08
Macau	0.05
Macedonia	0.09
Madagascar	0.07
Malawi	0.10
Malaysia	0.06
Maldives	0.05
Mali	0.11
Malta	0.06
Marshall Islands	0.14
Martinique	0.12
Mauritania	0.11
Mauritius	0.08
Mexico	0.06
Micronesia	0.09
Moldova	0.07
Monaco	0.18
Mongolia	0.08
Montenegro	0.06
Montserrat	0.06
Morocco	0.09
Mozambique	0.05
Myanmar	0.10
Namibia	0.06
Nepal	0.12
Netherlands	0.11
Netherlands Antilles	0.06
New Caledonia	0.16
New Zealand	0.12
Nicaragua	0.07
Nigeria	0.11
Niger	0.08
Niue	0.02
Norfolk Island	0.04
Northern Mariana Islands	0.06
Norway	0.08
Oman	0.07
Pakistan	0.07
Palau	0.11
Palestinian Territory	0.14
Panama	0.07
Papua New Guinea	0.06
Paraguay	0.06
Peru	0.06
Philippines	0.05
Poland	0.06
Portugal	0.07
Puerto Rico	0.05
Qatar	0.08
Republic of Congo	0.06
Reunion	0.19
Romania	0.09
Russia	0.07
Rwanda	0.06
Samoa	0.06
San Marino	0.10
Sao Tome and Principe	0.11
Saudi Arabia	0.06
Senegal	0.08
Serbia	0.06
Seychelles	0.07
Sierra Leone	0.05
Singapore	0.06
Slovakia	0.09
Slovenia	0.08
Solomon Islands	0.10
Somalia	0.12
South Africa	0.04
South Korea	0.06
South Sudan	0.07
Spain	0.10
Sri Lanka	0.10
St Kitts and Nevis	0.08
St Lucia	0.06
St Pierre and Miquelon	0.14
St Vincent Grenadines	0.07
Sudan	0.09
Suriname	0.04
Swaziland	0.08
Sweden	0.08
Switzerland	0.08
Syria	0.15
Taiwan	0.07
Tajikistan	0.14
Tanzania	0.10
Thailand	0.05
Togo	0.07
Tonga	0.07
Trinidad and Tobago	0.05
Tunisia	0.12
Turkey	0.05
Turkmenistan	0.12
Turks and Caicos Islands	0.06
Tuvalu	0.12
Uganda	0.09
Ukraine	0.10
United Arab Emirates	0.05
United Kingdom	0.06
United States	0.02
Uruguay	0.09
Uzbekistan	0.13
Vanuatu	0.08
Venezuela	0.06
Vietnam	0.08
Wallis and Futuna	0.13
Yemen	0.11
Zambia	0.11
Zimbabwe	0.06

* Currency in the Order Form applies.

Exhibit B: Phone Number Monthly Maintenance Fees (SMS Channel)

The phone number maintenance fees are dedicated to cover the purchase and use of a dedicated mobile phone number. This also includes the forwarding of calls to your main phone number if desired. The prices and availability of phone numbers are dependent on our provider and therefore subject to changes.

Country	Price/Month in USD/EUR/GBP*
Australia	6.00
Austria	6.00
Belgium	1.00
Canada	1.00
Chile	10.00
Czech Republic	12.00
Estonia	3.00
France	2.00
Germany	5.00
Hong Kong	15.00
Hungary	33.00
Israel	14.00
Italy	23.00
Mexico	13.50
Netherlands	4.00
Norway	12.00
Poland	3.00
Portugal	12.00
South Africa	4.00
Spain	1.00
Sweden	2.00
Switzerland	7.00
United Kingdom**	1.00
United States	2.00

* The currency of the subscription fees in the Order Form applies to Monthly Maintenance Fees Mobile Phone Numbers.

** If no local or toll free phone number can be purchased, a phone number from United Kingdom will be assigned by default

Exhibit C - WhatsApp Addendum

The provision of messaging services by TrustYou using the WhatsApp service is governed by the following terms and conditions. This Addendum enters into force upon the date of signing of the Contract to use TrustYou products and services.

Schedule 1: Minimum end user terms and conditions

Part A. General Terms

The following terms and conditions are incorporated to the Agreement:

1. Obligation of Partner

1.1

Partner will, and ensure that its end users will, use the Services in compliance with the policy of TrustYou Supplier published at https://www.tyntec.com/acceptable-use-policy (“Acceptable Use Policy”). The misconduct contemplated in the Acceptable Use Policy is also referred to as “Unauthorised Usage”.

1.2

Partner will, and will ensure that its end users cooperate to this end,

i.

ensure that for each message or transaction it performs via the Platform or the Service validity conditions are fulfilled, in particular – where consent of the recipient is necessary - it has the prior consent of the recipient of that transaction;

ii.

comply with any applicable law and regulation in respect to contacting end-users through text messages/WhatsApp messages via the Service provided by TrustYou; and

altogether referred to as “Special Partner Obligations”.

1.3

If the Partner becomes aware that there is likely to be Unauthorised Usage or an infringement of Special Partner Obligations or of the Special Terms for the WhatsApp Business Solution set out in Part B of this Exhibit 1 (“WhatsApp Terms”) it will notify TrustYou immediately. TrustYou, at its sole discretion, may suspend Services or terminate the Agreement immediately in the event of Unauthorised Usage or an infringement of the Special Partner Obligations or the WhatsApp Terms.

1.4

Partner will immediately inform TrustYou when receiving any notification or official communication from regulators, state authorities or similar bodies, in relation to Partner’s services which are based on the Services provided by TrustYou, providing TrustYou 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.

1.5

Partner may not resell or aggregate the Service.

2. Suspension

TrustYou is entitled to suspend provision of the Services at any time in the event that (i) TrustYou is entitled to terminate the Agreement; (ii) TrustYou or its suppliers are required to comply with an order or regulation of a competent authority; (iii) TrustYou has reasonable grounds to believe that Partner or one of its end users is in material breach of the Agreement; (iv) suspension is required for upgrade or maintenance reasons in which case TrustYou will attempt to give Partner reasonable notice; (v) the services of a relevant operator are suspended; (vi) any payment due to TrustYou are outstanding; or (vii) there exists the possibility of Unauthorised Usage or an infringement of the Special Partner Obligations or the WhatsApp Terms.

3. Miscellaneous

3.1

Neither TrustYou nor its Suppliers can be held liable for content of messages or other transactions of Partner.

3.2

In the event that an end user elects the provision of Services originating or terminating in the United States of America Schedule 2 applies.

PART B. Special Terms relating to the WhatsApp Business Solution

In addition to the General Terms above the following special terms and conditions relating to the use of the WhatsApp Business Solution (“WhatsApp T&Cs”) shall apply. 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 Partner undertakes that by using or accessing any of WhatsApp Services directly or indirectly, they agree 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 Partner 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 Partner 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

It is the Partner’s responsibility to follow the changes that Facebook and WhatsApp make in their terms and conditions, policies, and make sure they comply with them.

5

Partner 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.

6

Partner acknowledges and agrees that TrustYou has no control over the content which passes through the use of the Service and that TrustYou does not examine the use of such content or the nature or the sources of the content. Partner will be solely liable for such content. TrustYou will not be liable for the content or any other material transmitted by Partner or anyone else using the Service, including but not limited to, mobile subscribers.

7

Partner will not send unsolicited traffic or knowingly transfer messages that can be classified as SPAM to the TrustYou or the Facebook/WhatsApp platform.

8

In addition to any other remedies that TrustYou may have, TrustYou will have the right to immediately suspend all or any part of the Service if TrustYou has reason to suspect fraudulent, unlawful or unauthorized use of the Service by Partner or Partner's users until such prohibited conduct has ceased.

9

Partner 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 TrustYou ’s directions.

10

TrustYou s liability towards Partner 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 Partner must indemnify TrustYou for breach of the Facebook and WhatsApp T&Cs in the same manner as set out in the Facebook and WhatsApp T&Cs.

Schedule 2: Anti Spam Compliance with the laws of the USA and Canada

This Schedule only applies if Services provided hereunder originate or terminate in the United States of America.

1

TrustYou and its Partner and end users must comply with applicable laws and regulations of the United States of America when using the Services or services based on the Services.

2

Spamming or sending of unauthorized bulk messages is prohibited. If there are reasons to believe that Spamming or unauthorized bulk messaging is occurring the relevant user accounts will be immediately blocked.

3

In particular, compliance at all times is required with US CAN-SPAM legislation. Failure to do so will result in immediate termination of the user account. Refund policies are not applicable to accounts suspected of Spamming or of sending unauthorized bulk messages, and refunds will not be issued. The owner of the user account sending such messages will be liable for all claims and damages arising in connection with a breach of US law.

4

Content is the sole responsibility of the Partner or end user. Use of the Services or services based on the Services (i) for any illegal, improper or immoral purposes in contravention of applicable law, (ii) which is in any way indecent or offensive, or (iii) which could be considered Spamming or unauthorized bulk messaging will be considered unauthorized and in material breach of contractual provisions.

5

The Use of the Services must comply with the requirements of the Telephone Consumer Protection Act 1991 (47 U.S.C.§227).

6

TrustYou and its suppliers will be fully indemnified against damages arising from breach of the restrictions set out herein by Partners or end users, without limitation of liability.