SMS Service Schedule.

1. How this Schedule fits

1.1 This Schedule is part of the Agreement between Cloud Alter Inc. ("we") and the business ordering the SMS service, also called TextEnvoy ("you"). It is a Product Schedule under the Terms of Service (the "Terms") and replaces Schedule A, Section A.2 of the Terms. You accept it, with the SMS Annex and your order, when you accept your order under Terms 2.1. Words defined in the Terms, the SLA or the DPA mean the same here. Your "customers" are the businesses that send messages through your installation; under the Terms they are End Users. Your "installation" is the dedicated server and SMS software we run for you, and your "portal" is its web portal. Your "Cloudfonica account" is your account at cloudfonica.com.

1.2 If documents conflict, Terms 2.4 sets which applies: the SMS Annex, and then the Data Processing Agreement (DPA), for personal information; then your accepted order (for its plan, rates, regions, add-on choices and Compliance Confirmation) and this Schedule; then the Terms, the Service Level Agreement (SLA), the Acceptable Use Policy (AUP) and the Documentation. Neither your order nor this Schedule relaxes the AUP.

1.3 For the SMS service, this Schedule changes the base documents as follows:

(a) Terms 3.4: your installation goes live when its automated checks pass and you have given the Compliance Confirmation (clause 8.2); going live does not mean we have approved your business or your traffic. Terms 3.4 still applies, including your duty to give us KYC Information on request and our right to limit or suspend the service.

(b) Terms 3.2 does not apply: you install no software of ours.

(c) Terms 7.1(a), 7.2 and the 5-day cure in 14.4, for unpaid plan and add-on fees, and the end of an hourly Service when the balance is exhausted in 14.2: clause 11 applies instead. They still apply to any other unpaid amount.

(d) Terms 14.2 on when a cancellation takes effect, and Terms 14.5(4): clause 12 applies instead. DPA 12.2 is replaced by SMS Annex 9.3, which applies clauses 11.4 and 12.2.

(e) SLA: clause 5 replaces SLA Sections 1, 2.1, 2.2, the example in 2.3, the credit table in 4.1, 5.1, and 6.1 to 6.3, and it changes SLA Sections 3 and 4.7. Nothing in the SLA, including 6.4, 6.8 and 6.9, requires work or an on-call engineer outside Support Hours. The rest of the SLA (including the definition of Eligible Fees in 4.1) applies.

1.4 We may change this Schedule and the SMS Annex as Terms 2.5 allows for the Policies.

2. The service

2.1 We provide a dedicated installation on a DigitalOcean server in our account, in the region you choose when you order; its software and updates; monitoring; support; and backups if you buy the add-on.

2.2 You get no administrator access to the server. We keep it to operate the service.

2.3 Our support can sign in to your portal to fix technical problems, for a ticket, an incident or an automated check. In the portal it cannot see message text or change your credit, prices, routing, customers or suppliers' commercial terms. Its sign-ins and changes are recorded in your installation. If you ask in a ticket, it can add a staff account or set a temporary staff password.

2.4 When you order, we create your installation automatically, and it goes live when its automated checks pass. Going live is automatic and does not mean we have approved your business or your traffic. You then connect your suppliers, giving each one the outgoing IP address shown in your portal.

2.5 Each installation includes a test supplier that delivers nothing. Do not send real traffic to it.

3. Plans

3.1 Your plan sets a monthly CAP and a speed (TPS), listed in Schedule 1 and your order.

3.2 The CAP is the number of SMS parts your installation may accept in a calendar month (UTC). A two-part message counts as two. At the CAP, every further message is refused until the next month starts or you move to a larger plan. Refused messages are not queued.

3.3 The TPS is the number of parts per second your installation accepts across all your customers. Above it, messages are refused with a temporary error so they can be retried. If your installation cannot sustain its TPS under normal traffic and the server is at fault, we will move it to new hardware in the same region at no charge. That is your only remedy for this.

3.4 You set each customer's speed and any daily limit using the tools the Documentation describes.

3.5 Moving to a larger plan may stop traffic while the server is resized. We agree the time with you by ticket.

4. Fees

4.1 Your plan and any add-on are charged by the hour, in advance, from your Cloudfonica prepaid balance, at the hourly rates in your order, in US dollars plus Taxes (Terms 6.7). Charging runs from when your installation is created until it is destroyed (credited back if initial automated setup fails before go-live), except while clause 11 suspends it.

4.2 Your CAP is the same in every calendar month, including the month your installation starts.

4.3 A plan change applies the new plan's hourly rate from when it is done.

4.4 We warn you before your balance runs out. The warning is a courtesy (Terms 6.2): clause 11 applies whether or not you receive it.

4.5 Our hourly fees are for your plan and add-ons only. You pay your own suppliers directly, and no supplier's charge passes through us. Other charges in the Agreement still apply, including late-payment interest and chargeback fees (Terms 6.5 and 6.6), fines and remediation costs (Terms 6.8, AUP 5.3 and 7.4) and paid assistance under the DPA.

5. Support and availability

5.1 Support Hours are 05:00 to 19:00 UTC, every day. Support is by ticket at cloudfonica.com only. There is no phone line, pager or night on-call.

5.2 Nobody is woken outside Support Hours. If your installation fails then, work starts when they next begin, up to 10 hours later, and it may stay down until then. Your installation is designed to refuse messages, rather than send them unbilled, when it cannot charge correctly.

5.3 First response targets, counted from when the alert or your ticket arrives in Support Hours, or from the start of the next Support Hours if it arrives outside them:

During a Severity 1 incident, we update you about every 60 minutes in Support Hours. As SLA 6.7 says, your only remedy for a missed response is escalation.

5.4 Availability target: 99.5% in each calendar month (UTC), using the formula in SLA 2.3. Your installation's Core Function is accepting your customers' messages and passing them to your suppliers. A minute is a Downtime Minute, or unavailable, when, for the whole minute, because of a fault in your installation or the infrastructure we use to run it, and for a reason clause 5.7 does not exclude:

(a) it accepts no valid connection or request from your customers;

(b) it refuses messages because its billing check has paused them, even if it accepts the connection; or

(c) it refuses or fails to pass on more than 50% of the valid messages submitted in that minute.

We measure this from your installation's one-minute health reports, alerts and logs, and from confirmed Severity 1 tickets (counted from when the ticket was opened). Our records are conclusive, absent manifest error.

5.5 Service credits, as a share of that month's Eligible Fees (SLA 4.1):

SLA 4.2 to 4.6 apply: credits are claimed within 30 days, capped at 25%, never paid in cash, and are your only remedy for unavailability, apart from clause 5.6.

Example: 9½ hours down in a 30-day month is about 98.7%, which earns a 10% credit.

5.6 Leaving after repeated failure: SLA 4.7 applies with 98.0% in place of 99.0%, so three months in a row below 98.0% let you end the SMS service with a refund of your Unused Prepayment.

5.7 What is excluded: SLA Section 3 applies, with these changes:

(a) an update you approved, an update installed after notice under clause 6.2 or 6.4, or infrastructure maintenance notified at least 48 hours ahead by email or in the portal is Scheduled Maintenance, up to 8 hours a month in total;

(b) an outage at DigitalOcean counts as unavailable, even if it is force majeure under Terms 16, but a denial-of-service attack that reasonable mitigation could not stop does not;

(c) an outage outside Support Hours counts as unavailable;

(d) the time we take to restore your installation counts as unavailable until it is ready, but the time your suppliers take to allow its new address does not.

6. Updates

6.1 New releases are offered in your portal. Your staff approve each one, to install at the next opportunity or at a time they pick. Updates start inside Support Hours.

6.2 Security fixes, billing-safety fixes and operating-system security updates install automatically after 2 days' notice, or sooner under SLA 3(5) in an emergency.

6.3 While an update runs, traffic is held for a few minutes and SMPP sessions may drop. Your customers retry and reconnect.

6.4 Each release is supported for 90 days. After that, clause 5's target and credits do not apply until you update, and we may install a supported release on 7 days' notice, or suspend your installation if the old release is a security or operational risk.

7. Backups

7.1 Without the backup add-on, your installation has no backup of any kind. If the server is lost, all its data is lost for good, including your customers' balances and billing history. Terms 10.3 and 12.1(c) apply. Keep your own exports.

7.2 With the add-on, encrypted copies are taken off the server about every minute and nightly, in the region you choose, and the last 7 nightly copies are kept.

7.3 Our aims with the add-on, which are targets and not promises, are to restore within 4 Support Hours of confirming the loss, with at most about 5 minutes of data lost, plus up to 1,000 billing operations not yet saved. Messages not yet handed to a supplier are not recovered.

7.4 A restored installation is on a new server in the same region with a new IP address. You must ask each supplier and gateway to allow it.

7.5 Switching the add-on off deletes the stored backups after 3 days. While your installation is suspended its backups are kept, and they are deleted with it.

8. Your responsibilities

8.1 Licences. As Terms 4 says, we supply software and hosting, and we sell no routes, termination or numbers. You hold every licence, registration and approval your traffic needs in every country. You use only suppliers and gateways you may lawfully use. Terms 4.2 applies, including to GSM or SIM gateways. The service must not be relied on for emergency calls or messages (Terms 4.3).

8.2 Compliance Confirmation. Before go-live, you complete the Compliance Confirmation, which forms part of your order. By ticket at cloudfonica.com (or in your portal, if offered), you keep it true, tell us within 5 Business Days if any part stops being true, and confirm a new country before sending to it. We rely on it and do not check it before go-live.

8.3 Your customers. You check who each customer is and keep those records as AUP 6 requires. You register sender IDs where required. Your contracts with your customers must be at least as strict as the AUP and Terms 5. You are responsible for your customers as if they were you (Terms 5.1).

8.4 Acceptable use and records. The AUP applies to you and to all traffic through your installation. When we ask, you identify the customer behind any traffic within 24 hours and give us records within the times in the AUP. You give us any other record behind your Compliance Confirmation within 5 Business Days of our request.

8.5 Suppliers. You contract with your suppliers, and you load and check their rates.

8.6 Money. Invoice your customers from the Transaction CSV, never from statements, until we tell you otherwise. You run your own controls on credit, payments and reconciliation. Your finance staff approve, and your staff carry out, any correction of a billing entry the system has set aside. Our support cannot do this.

8.7 Staff accounts. Every staff account has full rights in your installation and can bind you to choices made in the portal. Keep the list current and passwords strong.

8.8 Your records. Export and keep whatever your tax, accounting or telecom rules require (Terms 4.8); once cleared or expired, records cannot be recovered. Your installation keeps data only as the SMS Annex says.

8.9 No interference. Do not block or tamper with our monitoring, support access or the server.

9. Safety rules and known limits

9.1 Your installation starts with built-in safety rules, shown in your portal. Your staff can lift only the "prepaid only" rule, for customers you name. We lift the others only when the fix each one waits for has been installed.

9.2 Lifting a rule in the portal, which is recorded, is your written acceptance of the risk. You bear every loss the rule would have prevented.

9.3 You accept these as how the service works, not as defects, even with every rule in force:

(a) a crash, restart or internal timeout can lose a message before it is sent, even after an acceptance response (an unsent message is not charged), lose a delivery receipt, or send a message twice, so your supplier may charge you twice while your customer is charged once;

(b) a customer told of a temporary error may resend a message that still goes out, and each one is charged;

(c) on a route with several suppliers, a later supplier may cost more than your price;

(d) a supplier link that is started but not connected keeps taking messages until someone acts, which outside Support Hours waits until they start;

(e) delayed traffic can take a prepaid customer slightly below zero;

(f) a leaked SMPP password works from any address until it is changed, unless you set IP allow-lists.

10. Suspension

10.1 In addition to Terms 3.4 and clause 6.4, we may suspend your installation under Terms 6.6, 7.1(b) to (f) and AUP 7.3, including without notice, and including for a false Compliance Confirmation or a missed deadline in clause 8.4.

10.2 While suspended, your installation refuses all traffic, and its data and backups are kept. Terms 7.2 applies, except as clause 11 says for unpaid plan and add-on fees.

11. Non-payment

11.1 If your prepaid balance cannot cover the next hour's fees and Taxes, your installation is suspended when that hour starts and sending stops. No plan or add-on fees are charged while it is suspended for this reason.

11.2 If you top up before deletion and no other suspension applies, sending resumes and hourly charging restarts, with no reactivation fee.

11.3 While suspended, you can still get your data. We provide your Customer Personal Data in a structured file within 5 Business Days of a ticket, at no charge. This never depends on payment. Your staff may be unable to sign in to the portal during a suspension.

11.4 If you have not topped up 30 days after the suspension started, we destroy the server and delete its data and backups, and your SMS service ends. We send a final notice at least 7 days before. These 30 days are your export period, in place of the 30 days in Terms 14.5(4) and, through SMS Annex 9.3, DPA 12.2.

Example: at 14:00 UTC on 1 December your balance cannot cover that hour's fee, so sending stops then. A final notice goes out by 24 December. If you still haven't topped up by 31 December at 14:00 UTC, the server is destroyed. A top-up on 20 December (with no other suspension in place) would have resumed sending that day.

12. Cancellation and end of service

12.1 You may cancel at any time by ticket. Cancellation takes effect at the end of the hour in which your ticket arrives: sending and hourly charging stop then, and that hour is charged in full. Any remaining prepaid balance stays in your Cloudfonica account under Terms 6.2. Your other rights to end the service, and ours, are elsewhere in the Agreement (including Terms 2.5, 3.6, 14 and 16, clause 5.6 and DPA 7.3).

12.2 For 7 days after the service ends (other than under clause 11.4), unless prohibited by law, you may ask by ticket for a free export of your Customer Personal Data (and, if no undisputed amounts are overdue, your billing and configuration records) in a structured file, in place of the 30 days in Terms 14.5(4) and, through SMS Annex 9.3, DPA 12.2. If you ask within those 7 days, we keep the installation until we have delivered the export and for 24 hours after. Once that 7-day period (or that 24-hour period, if later) ends, we destroy the server and delete its backups within 7 Business Days.

12.3 You are responsible for telling your customers before your service ends.

13. Software and data

13.1 The software remains ours (Terms 8.1), and Terms 5.2 applies. You get no copy of it. Its open-source components are under their own licences, and we provide any required notices on request.

13.2 Your data remains yours (Terms 8.2). The DPA and the SMS Annex govern how we handle personal information in it.

14. Liability

14.1 Terms 11, 12, 13, 16 and 18 apply, including the cap on our liability in Terms 12.2.

14.2 What clauses 5.2, 7, 9.2 and 9.3 describe is how the service works. It is not a defect or a breach of Terms 11.2, and we are not liable for losses it causes.

14.3 All installations run in one DigitalOcean account, so a problem with that account or a DigitalOcean region can stop yours. Your remedies for that are the credits and exit in clause 5, and we owe no damages for it.

14.4 Clauses 4.5, 8.3, 8.4, 8.8, 9.2, 9.3, 11.4, 12, 13 and 14 survive the end of the Agreement, as the sections listed in Terms 14.6 do.

Schedule 1: Plans and regions

Backup add-on: the hourly rate shown when you switch it on, excluding Taxes, for up to 250 GB of storage.

Regions: you choose from the DigitalOcean regions offered for your plan when you order. Your order records the region and its country.

A question about this document? Contact us.