These Terms for Third-Party Services Providers (the “Partner Terms”) are a legally valid agreement between the third-party services provider connecting to the Platform (the “Partner”), and ONLINE CONNECTION TECH PTE. LTD. (UEN – 202604203W) (the “Platform Operator”).
By connecting to, integrating with, or otherwise using the Platform (including by providing Connections availability to Clients through the Platform), the Partner agrees to these Partner Terms fully and unconditionally, without reservations or exceptions. If the Partner does not accept these Partner Terms, the Partner cannot use the Platform and provide its services to the Clients.
The following definitions apply:
1.1. “Active Number” means the number owned by the Partner and made available for the Client’s use on the Platform.
1.2. “Agency Fee” means the fee payable to the Platform Operator for providing the Platform integration services to the Partner as a Marketplace Services, as stated on the Platform and in the Partner dashboard, or otherwise agreed between the Parties.
1.3. “Client” means any visitor or user of the Platform who accesses and/or uses the Marketplace Services and/or Third-Party Services.
1.4. “Confidential Information” means any non-public information disclosed by one Party to the other Party in connection with these Partner Terms, including technical, commercial, financial and operational information, whether marked confidential or reasonably understood to be confidential, excluding information that is publicly available without breach or independently developed without reference.
1.5. “Connection” means any connectivity resource that is supplied by the Partner and made available for use by a Client through the Platform.
1.6. “Marketplace Services” mean the Platform Operator’s intermediary and technical services that facilitate Clients’ access to and use of the Third-Party Services, and facilitate the Partner’s ability to make its Third-Party Services available through the Platform, including (without limitation) listing and display, ordering flows, technical integration (including API), usage status display, support tooling, and payment settlement.
1.7. “Message” or “SMS” means a text message sent by a third-party to the Active Number of a Client.
1.8. “Partner” means a party which accepted these Partner Terms and connected to the Platform that supplies and provides the Third-Party Services to Clients.
1.9. “Platform Operator” means ONLINE CONNECTION TECH PTE. LTD.
1.10. “Platform” means the Platform Operator’s online marketplace platform made available via the domain onlinesim.io (and any subdomains, applications, widgets or APIs) which provides technical functionality to browse, order, manage and use the Marketplace Services.
1.11. “Settlement Period” means the settlement period for calculating the amounts payable between the Parties as specified on the Platform (unless otherwise agreed, a calendar month).
1.12. “Tariff” means a set of price terms according to which the Third-Party Services are made available through the Platform.
1.13. “Third-Party Services” mean any Connection or similar service that is provided, operated and performed by the Partner and made available to Clients through the Platform.
2.1. The subject of these Partner Terms is (i) the Platform Operator’s provision of the Marketplace Services to the Partner and (ii) the Partner’s provision of the Third-Party Services to Clients via the Platform.
2.2. The Partner acknowledges and agrees that the Platform Operator acts solely as a marketplace operator, intermediary and technical provider between the Clients and the Partner. The Platform Operator provides technical opportunity to browse, order, and use Third-Party Services and to facilitate payment settlement.
2.3. The Platform Operator does not provide telecommunications services, does not operate networks, and is not a carrier, virtual network or telecommunications provider. Any Connection, routing, delivery, or other network actions are performed by the Partner and external networks.
2.4. The Partner is the supplier and performer of the Third-Party Services. The Partner is solely responsible for the quality, availability and lawful performance of the Third-Party Services.
3.1. The Partner hereby appoints the Platform Operator, and the Platform Operator agrees, to act as the Partner’s limited agent solely for: (i) collecting payments from Clients for the Third-Party Services made available through the Platform; (ii) holding such amounts for settlement; and (iii) paying out the Partner’s revenue in accordance with these Partner Terms.
3.2. Amounts payable to the Partner are calculated (unless otherwise indicated on the Platform) as:
a) the total amounts actually received by the Platform Operator from Clients for the relevant Third-Party Services, less
b) the Agency Fee, payment processing fees, refunds, chargebacks, disputes, fraudulent payments, applicable taxes and duties, and other withholdings.
3.3. The amount of the Agency Fee, balances, and amounts payable to the Partner are available through the interface of the Platform. The Platform Operator reserves the right to change the Agency Fee at any time and in its own sole discretion.
3.4. Payment by a Client to the Platform Operator for a Third-Party Service (including any prepaid credits applied through the Platform) shall be deemed payment to the Partner and shall discharge the Client’s payment obligation to the Partner for that Third-Party Service in respective part.
3.5. The Platform Operator shall be entitled to an Agency Fee for the Marketplace Services, settled upon request of the Partner and subject to the Platform Operator’s requirements as set out in these Partner Terms or otherwise in the Platform’s interface. Unless expressly stated otherwise on the Platform or agreed in writing, the Agency Fee is deducted from the amounts collected from Clients before payout to the Partner.
3.6. The Platform Operator may, at its discretion, establish minimum payout amounts, payout schedules, payout methods, and compliance checks and may delay or withhold payouts where reasonably necessary to prevent fraud, comply with law, sanctions/AML requirements, payment provider rules, or external network requirements.
3.7. The Partner shall provide accurate and up-to-date payment and identification details required for payout. The Partner is solely responsible for any taxes payable by it in connection with amounts received under these Partner Terms.
3.8. The Platform Operator is not a withholding party of the Partner in respect of any taxes payable by the Partner.
4.1. The Partner shall at all times, at its own cost:
a) provide the Third-Party Services in a professional manner and use commercially reasonable efforts to maintain availability and performance appropriate for the nature of the Third-Party Services;
b) obtain and maintain all rights, licenses, permits, approvals and authorizations required to provide the Third-Party Services and to make the Connections available to Clients in all relevant jurisdictions, and to provide, upon request, the corresponding documentary evidence to the Platform Operator;
c) Immediately notify the Platform Operator if the Partner becomes aware that any of its licenses, permits, approvals and authorizations are suspended, terminated, under investigation, or about any other facts which may affect the performance of these Partner Terms;
d) comply with all applicable laws and regulations, including those relating to telecommunications, anti-spam and marketing rules, and data protection;
e) ensure that the Partner does not knowingly facilitate unlawful interception, unauthorized access, or misuse of communications;
f) promptly notify the Platform Operator of any material incidents or issues that may affect Clients or the Platform;
g) provide the Platform Operator with accurate technical, operational and support information necessary for integration, listing and support; and
h) not use the Platform to distribute malware, spam, prohibited content, or to facilitate unlawful, abusive or fraudulent activity, and not assist Clients in bypassing restrictions of third-party services.
4.2. The Partner represents and warrants on an ongoing basis that:
a) it has full power and authority to enter into and perform these Partner Terms;
b) its provision of the Third-Party Services and performance of these Partner Terms do not violate any applicable law.
4.3. The Partner shall be solely responsible for all legal and regulatory compliance relating to the Third-Party Services. The Platform Operator has no obligation to monitor or verify the Partner’s compliance and shall not be liable for any non-compliance of the Partner or external networks.
4.4. The Partner collects and controls the correctness of compilation and transfer of primary documentation from the Platform Operator, including using the Platform.
4.5. The Partner shall ensure that its system of recording the volume of the SMS traffic for billing purposes is accurate. If the data concerning SMS traffic volume recorded by Platform Operator deviates from the data recorded by the Partner, the Parties shall use reasonable endeavors to investigate their recording system, and engage in good faith discussions, in order to resolve the deviation. A billable Message is considered one Message that has been transported through the Platform and recorded.
5.1. The Platform Operator shall use commercially reasonable efforts to make the Platform and Marketplace Services available; however, the Platform Operator does not guarantee uninterrupted or error-free operation.
5.2. The Platform Operator represents and warrants it has full power and authority to enter into and perform these Partner Terms.
5.3. The Platform Operator is entitled to:
a) unilaterally amend these Partner Terms and payout parameters by posting the updated version on the Platform. Continued use of the Platform by the Partner constitutes acceptance of the amended Partner Terms;
b) approve, reject, suspend, or terminate any Connection, country, service type, Tariff or Partner at its sole discretion and without liability, including for compliance, risk, fraud prevention, sanctions concerns, or requests of competent authorities;
c) engage third parties (including payment processors) to provide the Marketplace Services.
6.1. Each Party shall keep confidential any Confidential Information received from the other Party in connection with these Partner Terms and shall use such Confidential Information solely to perform its obligations under these Partner Terms. Confidentiality obligations survive termination for five (5) years.
6.2. The Parties acknowledge that the Third-Party Services and Marketplace Services may involve the processing of confidential data (including, without limitation, Active Numbers, Message metadata and content, IP addresses, identifiers, and support correspondence). Each Party shall comply with all applicable data protection laws and shall implement appropriate technical and organizational measures to protect such data.
7.1. To the fullest extent permitted by applicable law, the Platform and respective features are provided on an "AS IS" basis without warranties of any kind, either express or implied, except as expressly provided to the contrary in a writing by the Platform Operator.
7.2. The Platform Operator shall not be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profit.
7.3. The Platform Operator shall not be liable for any claim, investigation, fine or proceeding by the competent authorities against the Partner arising from the Partner’s non-compliance with any applicable law or court order.
8.1. These Partner Terms enter into force when the Partner accepts them (including by connecting and integrating to the Platform) and remain in effect until terminated in accordance with this Section 9.
8.2. Either Party may terminate these Partner Terms by giving written notice to the other Party. The Platform Operator may suspend or terminate access immediately and without liability as set out in these Partner Terms.
9.1. The Parties shall endeavor to resolve by negotiation any dispute, controversy, or claim arising out of or relating to these Partner Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it.
9.2. The pre-court claim procedure for resolving a dispute before going to court is mandatory. The response period shall be 30 calendar days.
9.3. The Parties shall send claim procedure-related documents and claims to the contact e-mail address or official address. The Platform Operator's contact e-mail address is support@onlinesim.io. The Partner’s contact address is the email address provided to the Platform Operator.
10.1. These Partner Terms and any contractual or non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Singapore.
10.2. The courts of Singapore shall have exclusive jurisdiction.
11.1. Notices shall be sent: (a) to the Platform Operator at support@onlinesim.io (or another email published on the Platform); and (b) to the Partner at the email address provided to the Platform Operator.
11.2. If any provision of the Partner Terms is deemed to be invalid or unenforceable, this shall not affect the validity or enforceability of any other provisions.
11.3. Only the English version of this Partner Terms has legal effect. Any translations are provided for convenience only.