Reseller and White-Label Terms
These Reseller and White-Label Terms (“Reseller Terms”) form part of the Terms of Service and apply if you resell the Services, provide them to your own customers under your brand, or create sub-accounts for third parties (“Reseller”, “you”). Your customers who use the Services through you are “End Customers”. If these Reseller Terms conflict with the Terms on a reseller matter, these Reseller Terms prevail. A signed partner agreement prevails over both.
1. Appointment
1.1 We permit you, on a non-exclusive basis, to resell the Services to End Customers through sub-accounts under your Account, under your own brand or ours, in line with these Reseller Terms.
1.2 You act in your own name and for your own account. You are not our agent and may not make commitments on our behalf, or offer warranties or service levels on our behalf beyond those in our Policies.
2. Responsibility for End Customers
2.1 You are responsible for your End Customers and their users as if their acts and omissions were your own. This includes all Usage, charges, fraud and breaches of our Policies arising from their sub-accounts.
2.2 Your liability to us does not depend on whether you have collected payment from your End Customers.
3. KYC and End Customer verification
3.1 You must verify the identity of each End Customer before activating its sub-account, including legal name, address, business registration where applicable, and the beneficial owner for high-risk use cases, and keep records of that verification.
3.2 Where regulators or upstream carriers require identity or address documents for Numbers, messaging registrations or specific destinations, you must collect accurate documents from the actual End Customer and provide them to us. See the Phone Numbers Policy and Country Requirements.
3.3 You must not onboard End Customers who are sanctioned persons, who are in sanctioned locations, or whom you know or suspect intend to use the Services for fraud or abuse.
3.4 You must provide KYC information and records about any End Customer to us within two business days on request, and immediately where we are responding to a traceback, regulator or law enforcement request.
4. Minimum flow-down terms
Your contract with each End Customer must, at a minimum, include terms that are no less protective of us than the following, and you must enforce them:
- compliance with our Acceptable Use Policy, Voice Services Policy and Messaging Policy;
- the emergency calling limitations and End Customer obligations in our Emergency Services Policy, including the duty to register and update dispatchable addresses and to notify their own users;
- the End Customer’s responsibility for recording and transcription consent and notices, as in our Call Recording and Transcription Policy;
- the End Customer’s liability for all traffic from its Credentials and equipment, and its security duties, as in our Fraud and Toll-Fraud Policy;
- the rules for Numbers, including that Numbers are assigned not owned, regulatory document requirements and port-out processes, as in our Phone Numbers Policy;
- where the End Customer uses BYOC or AI features, the obligations in our BYOC Terms and AI and MCP Services Addendum;
- a right for you (and, through you, for us) to suspend or terminate service for breach, fraud, legal requirement or non-payment;
- a disclaimer of warranties and limitation of liability that protects our suppliers to the same extent as the Terms of Service;
- data protection terms that meet the requirements of applicable law and allow the processing chain in section 10; and
- an obligation to cooperate with traceback and lawful requests.
5. Support
5.1 You provide first-line support to your End Customers, including onboarding, configuration, billing questions and initial troubleshooting.
5.2 We provide second-line support to you through support@sip.io and other channels in your partner agreement. We are not required to deal directly with End Customers, but we may contact them where necessary for security, fraud, emergency calling, legal or regulatory reasons, or if you are unresponsive.
6. Billing End Customers
6.1 You set your own prices for End Customers and are responsible for invoicing and collecting from them, and for any taxes on your resale.
6.2 We charge you, through your Wallet, for all Usage of your sub-accounts at your partner rates. Sub-account wallets and balances you allocate are part of your Account for billing purposes.
6.3 You must not represent our rates or fees to End Customers in a misleading way, or charge End Customers for emergency calls where the law prohibits it.
7. Sub-account limits
7.1 You can set limits for each sub-account, including spending limits, channel and CPS limits, destinations and features. You must set limits appropriate to each End Customer’s verified use case.
7.2 Sub-account limits cannot exceed your own Account limits. We may set limits on the number of sub-accounts and on any individual sub-account.
8. Fraud and traffic liability
8.1 You are liable to us for all Usage generated by your sub-accounts, including unauthorised and fraudulent Usage, as set out in the Fraud and Toll-Fraud Policy.
8.2 You must monitor sub-account activity, respond promptly to our fraud alerts, and suspend End Customers you suspect of fraud or abuse.
8.3 Carrier fines, regulatory penalties, traceback costs and chargebacks arising from your End Customers’ traffic are charged to you.
9. White-label branding
9.1 If you use the white-label features, you may present the Services under your own brand, domain and visual identity. You are responsible for your brand, your website, your terms and your marketing.
9.2 You must not: use our trademarks except as permitted in writing or in the Trademark and Copyright Policy; make claims about the Services, their compliance status, certifications or service levels that are inaccurate or that we have not made; or brand the Services in a way that impersonates another carrier, government body or organisation.
9.3 Where law or a carrier requires disclosure of the underlying provider (for example in STIR/SHAKEN, CNAM, number porting, emergency calling or regulatory filings), our identity may be disclosed, and you must not prevent it.
9.4 You are responsible for any regulatory registration or licence required for you to resell telecommunications services in the countries where you operate, such as registration as a voice service provider or filing in the FCC Robocall Mitigation Database (see the Voice Services Policy).
10. Data processing chain
10.1 The roles of the parties in processing personal data of End Customers and their users depend on your arrangement:
- You as controller: where you determine the purposes of processing (for example, you use End Customer data for your own service), you are the controller and we act as your processor.
- You as processor: where your End Customer is the controller, you act as its processor and we act as your sub-processor.
10.2 In either case, our Data Processing Addendum governs our processing, and you must ensure your contracts with End Customers authorise us and our Subprocessors as sub-processors and reflect equivalent data protection obligations.
10.3 You must pass to us, without delay, any data subject request, complaint or regulator enquiry that requires our action, and you are responsible for responding to End Customers and their users.
10.4 We also process certain data as an independent controller, for example for fraud prevention, billing, network security and compliance with telecommunications law, as described in the Privacy Policy.
11. Our right to suspend End Customer sub-accounts
11.1 We may suspend or restrict an End Customer’s sub-account directly, without suspending your whole Account, where we have grounds to suspend under the Terms of Service, including fraud, breach of a Policy, a legal or carrier requirement, or a risk to the network.
11.2 We will notify you where practicable, and we may notify the End Customer directly where we consider it necessary. We may also suspend your Account if you repeatedly fail to address End Customer abuse.
12. Termination and transition
12.1 On termination of your Account or partner agreement, all sub-accounts end at the same time unless we agree a transition. You must give End Customers the notice your contracts with them require.
12.2 We may, but are not obliged to, offer End Customers a direct relationship to avoid service interruption, particularly for emergency calling and Numbers. You must cooperate with porting requests from End Customers.
13. Indemnity
You will defend, indemnify and hold harmless sip.io against all claims by End Customers or their users, and all claims, fines and losses arising from End Customer traffic, content, KYC failures, your failure to flow down the terms in section 4, or your white-label marketing.