A2P Onboarding Fast Track Package Terms

Last Updated: September 27, 2024

If Customer has purchased an A2P Onboarding Fast Track Package pursuant to an order form that is executed by Customer and in effect (“Order Form”), Customer is subject to these A2P Onboarding Fast Track Package Terms (“Fast Track Terms”). Any capitalized term used but not defined in these Fast Track Terms will have the meaning provided in the Order Form or Agreement (as defined in the Order Form), as applicable.

1. A2P Onboarding Fast Track Package Availability.  Notwithstanding anything to the contrary in the Order Form, the A2P Onboarding Fast Track Package and Credits (as defined below) will be available to Customer in accordance with the applicable A2P Onboarding Fast Track Package Availability Date set forth in the table below. Customer will be charged for the A2P Onboarding Fast Track Package each calendar month commencing on the applicable A2P Onboarding Fast Track Package Availability Date for the period that Customer is subscribed to the A2P Onboarding Fast Track Package pursuant to the Order Form.

2. Onboarding Manager.  Customer will be assigned an onboarding manager (“Onboarding Manager”) commencing on the applicable A2P Onboarding Fast Track Package Availability Date for the period that Customer is subscribed to the A2P Onboarding Fast Track Package pursuant to the Order Form. The Onboarding Manager will be responsible for the following activities: (a) coordinating meetings with Customer to answer and provide feedback to Customer’s questions and issues; (b) providing Customer with information on compliance and industry best practices; and (c) tracking the progress of each Onboarding Request (as defined in the table in Section 3 (Credits) of these Fast Track Terms under the “Onboarding Request” heading) that Customer submits to Twilio, and Customer’s consumption of Credits. ANY BEST PRACTICES PROVIDED BY THE ONBOARDING MANAGER TO CUSTOMER DO NOT CONSTITUTE LEGAL OR COMPLIANCE ADVICE OR GUIDANCE. CUSTOMER SHOULD CONSULT ITS LEGAL COUNSEL FOR ANY LEGAL OR COMPLIANCE ADVICE OR GUIDANCE.

3. Credits.  Customer will receive a certain number of monthly credits, as set forth in the Order Form (“Credits”), to redeem in accordance with the “Credits Conversion” table below. Customer will receive the applicable enhanced target review times and the specific activities covered by such enhanced target review times, as set forth in Section 4 (Enhanced Target Review Times) of these Fast Track Terms, for any Onboarding Requests that Customer submits to Twilio for which Customer redeems the appropriate number of Credits.

Credits are consumed upon submission of an Onboarding Request to Twilio. Any unused Credits at the end of a calendar month will not be available for use in a subsequent calendar month, and Customer will not receive any refunds or credits for any unused Credits at the end of a calendar month.

Credits may not be redeemed in increments of less than one. Customer may use up to a maximum of fifteen percent (15%) of the Credits in a single business day. Customer may use up to a maximum of eighty percent (80%) of the Credits toward a single Onboarding Request category (e.g., 10-DLC Campaign Review, Toll Free Verification, Short Code Application) in a calendar month.

If Customer redeems all Credits prior to the end of a calendar month, these Fast Track Terms will not apply to an Onboarding Request against which no Credit has been applied; provided, however, Twilio will use commercially reasonable efforts to assist Customer with such Onboarding Request that Customer submits to Twilio within Twilio’s standard review times.

4. Enhanced Target Review Times.  The applicable enhanced target review time for each Onboarding Request is set forth in the table below, along with the specific activity or activities to which the specific enhanced target review time applies (for each Onboarding Request, an “Enhanced Target Review Time”). For clarity, Onboarding Requests that are broken out by country and/or telecommunications provider below will each be considered a separate Onboarding Request. The applicable Enhanced Target Review Times do not include any Excluded Events (as defined below).

5.  Fee Credit.   “Cumulative Target Review Time Percentage” means, subject to Section 6 (Exclusions) of these Fast Track Terms, A/B * 100, where:

• A = Total number of Onboarding Requests submitted by Customer to Twilio, where Customer has redeemed the appropriate number of Credits, that are completed within the applicable Enhanced Target Review Time in a calendar month, and
• B = Total number of Onboarding Requests submitted by Customer to Twilio, where Customer has redeemed the appropriate number of Credits, that are completed in a calendar month.

If an Onboarding Request is submitted to Twilio in a calendar month but is completed in a subsequent calendar month, the Enhanced Review Time for such Onboarding Request will only apply to the subsequent calendar month in which such Onboarding Request is completed.

If Twilio fails to achieve a Cumulative Target Review Time Percentage of at least ninety-five percent (95%) in a calendar month, Customer is eligible for the applicable Fee Credit set forth in the table below.

EXAMPLE:  If Customer submitted a total of 452 Onboarding Requests in January 2023 (“B” in the equation above), and 422 of those were completed in January 2023 within the applicable Enhanced Target Review Times (“A” in the equation above), the Cumulative Target Review Time Percentage calculation would be 422/452 * 100 = 93.3%. Since the 93.3% Cumulative Target Review Percentage is less than the 95% threshold, Customer is eligible for a 10% Fee Credit in this example based on the table above. If Customer paid $3,000 for the A2P Onboarding Fast Track Package for January 2023, the Fee Credit equation would be $3,000 * 10% = $300. As such, Customer would receive a $300 Fee Credit for January 2023 in this example.

To receive a Fee Credit, Customer must submit a written request to its Onboarding Manager or account manager within thirty (30) days of the last day of the calendar month in which Customer claims that Twilio failed to achieve a Cumulative Target Review Percentage of at least ninety-five percent (95%) in a calendar month. Twilio will review its completion times to confirm if it failed to meet a Cumulative Target Review Percentage of at least ninety-five percent (95%) in a calendar month prior to issuing the applicable Fee Credit to Customer. Any Fee Credit (a) will be applied to future amounts payable by Customer to Twilio and (b) is not available in the form of refunds.

The Fee Credits set forth in these Fast Track Terms are Twilio’s sole and exclusive liability to Customer, and Customer’s sole and exclusive remedy, for Twilio’s failure to meet a Cumulative Target Review Percentage of at least ninety-five percent (95%).

6. Exclusions.  None of the following events will be considered a breach of Twilio’s obligations pursuant to these Fast Track Terms or be deemed as Twilio’s failure to achieve the applicable Enhanced Target Review Time or a Cumulative Target Review Time Percentage of at least ninety-five percent (95%) in a calendar month (“Excluded Events”): (a) any action, inaction, decision, or delay outside of Twilio’s control, including, without limitation, (i) action or inaction of, decision by, or delay resulting from a legal, governmental, regulatory, or civil or military authority, telecommunications provider, or phone number or campaign registry or (ii) inclement weather, fire, strike, political or economic unrest, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster; (b) changes in applicable law, regulation, industry standards, or telecommunication provider requirements;  (c) issues with or freezes to telecommunication provider networks or Internet access-related issues; (d) Customer’s acts, omissions, or failure to reasonably cooperate with Twilio in connection with any Onboarding Request submitted to Twilio by Customer; (e) Customer’s breach of these Fast Track Terms; (f) incomplete, inaccurate, or erroneous information in any Onboarding Request submitted to Twilio by Customer; or (g) any escalations, appeals, or re-submissions of, or modifications to, any Onboarding Request following Customer’s initial submission of such Onboarding Request to Twilio. For Onboarding Requests that have an approval, verification, or registration component, nothing in these Fast Track Terms, including the Enhanced Target Review Times, guarantees that an approval, verification, or registration will be provided by Twilio or any third party.

7. Updates.  Twilio may update these Fast Track Terms from time to time. The then-current version of these Fast Track Terms is available at https://www.twilio.com/legal/a2p-onboarding-fast-track-package. Twilio will provide thirty (30) days prior written notice to Customer of any material update to these Fast Track Terms that materially and adversely affects Customer. In the event that any material update to these Fast Track Terms materially and adversely affects Customer, Customer may opt out of the A2P Onboarding Fast Track Package upon written notice to Twilio for the remainder of the term of the Order Form.