Airtel Network for Value Added Services
“Agreement” means all the terms, conditions, stipulations and provisions contained herein together with all the Annexes that are attached hereto.
“CAK” means The Communications Authority of Kenya, a regulatory body charged with licensing and regulating communication services within Kenya.
“Customer” for purposes of this Agreement, this term describes a mobile device user linked to the Network of AIRTEL Kenya unless otherwise specifically provided in this Agreement or agreed by AIRTEL in writing.
“Editor” describes a company or person providing content and related services to end-users, by itself or through an integrator’s technical platform. In this case, the rules and terms of contract applied to the editor are strictly the same as those applied to the integrator
i) the use of SMPP connection to send / receive unsolicited SMSs; and
ii) sending of Bulk SMSs without AIRTEL’s prior approval in writing.
“Integrator” describes every company providing editors with technical solutions to deliver their content and related services. Integrators have to contract with AIRTEL following the same rules as editors. They are charged for technical set-up fees. They define their own contracts with editors, without AIRTEL being involved in any way.
“IVR” means Interactive Voice Response system
“Network” The AIRTEL GSM telecommunication network.
“Premium rates Tariff”, rate or charge agreed between the Parties, which is over and above the ordinary cost of an SMS or telephone call to be paid by every Customer who accesses the Premium Services.
“Short Code” 5 digit number reserved in AIRTEL numbering plan for mobile services provisions. These numbers are used by customers to either call IVR service platform or send SMS requests through SMS-MO messages, to get back information through an SMS-MT.
“SMS Short Message Service”: messaging service allowing sending & reception of text messages from a mobile device.
“SMS-MO SMS” sent by a mobile device user (customer) from his/her mobile device.
“SMS-MT SMS” received by a mobile device user (customer) on his/her mobile device.
“Transmission Link” a telecommunication transmission line leased from the service provider recommended by AIRTEL for construction of Interactive Voice Response and / or other required link(s).
“Unsolicited Message” an SMS that is sent to a Customer by the PRSP without AIRTEL’s prior written consent and / or to Lines that are not issued by AIRTEL and / or after a Customer has un-subscribed for the PRSP’s service(s) by sending an SMS containing the word “STOP” to the designated Short Code and / or SMS-MT sent by the PRSP whereby the PRSP has not pre-purchased the SMS-MT.
Subscription Conditions & Commitments
1.1 Number Access Operation & SLA
1.1.1 The PRSP shall be entitled to charge the Customers the Premium Charges for the use of the designated Short Code. The PRSP shall inform AIRTEL of any change in Premium Rates at least Four (4) working days prior to the intended effective date.
1.1.2 AIRTEL shall also be entitled to charge the Customers for all telephone calls and or SMS calls made by the Customers using the Number at such rate as may from time to time be determined by AIRTEL.
1.1.3 All calls made using the Number shall be routed via the Transmission Link to the PRSP’s IVR or/and SMS platform.
1.1.4 In particular, the PRSP shall ensure that it maintains a certain minimum level of service and comply with the Operational Manual contained in Annex 5 for the duration of this Agreement which shall include but not be limited to:
220.127.116.11 Ensuring that all calls routed by AIRTEL to the PRSP’s IVR or/and SMS platform are answered within one (1) minute of the first ring or in the case of SMS within five (5) seconds or less of receiving the SMS message.
18.104.22.168 Ensuring that the information given to the Customers maintains the integrity of content herein below and in Annex 5 described.
22.214.171.124 Further that the Customers are treated in a courteous manner and their queries are correctly responded to, with a minimum base of commitment as defined in the Service Level Agreement in Annex 3.
1.1.5 AIRTEL shall not be liable to compensate the PRSP in the event that AIRTEL is required by the Government of Kenya, any local authority or any other regulatory body to cease use of the Number agreed upon for the purposes of this Agreement. In this event, AIRTEL’s liability shall be limited to immediately notifying the PRSP of the order given to cease use of the Number.
1.2 Content Ethic & Integrity
1.2.1 The PRSP shall be fully responsible for provision of the Premium Services and the services shall not be used for the transmission of any message or communication which is unacceptable, morally offensive and/or calculated to annoy any person or which is in contravention of the license of either Party to this Agreement or contrary to the Kenya Communications Act, its Regulations or any subsequent amendments thereto, or any other law or statutory enactment in force at any time during the term of this Agreement.
1.2.2 The PRSP shall also use its best endeavours to ensure that all content transmitted is current, accurate, truthful, properly collated and compiled.
1.2.3 In any event, the PRSP shall indemnify AIRTEL in full against any loss and/or liability it may incur or suffer as a result of any claim (whether civil or criminal) or any proceedings brought against AIRTEL by any third party based on the content of information provided in the Premium Services in the course of this Agreement.
1.2.4 The PRSP also warrants that it is authorized to provide the information to be transmitted to the Customers in the course of this Agreement.
1.2.5 The PRSP shall in the supply of such information comply with all laws and regulations regarding the provision of the said information.
1.2.6 The PRSP shall not send any unsolicited SMS messages to mobile Customers AND sending of Unsolicited Messages shall constitute breach of the terms hereof by the PRSP to be dealt with in accordance with Clause 10 hereof.
1.3 Short Numbers Allocation Process
1.3.1 Validity of short number allocation demand: to be valid, each request must provide all the information related to the PRSP name, status & contact, the nature of service concerned by the request, requested dates for technical activation of the number and commercial launch, and acceptance of the present AIRTEL contract and of all its annexes. Each request must be made by written request.
1.3.2 Treatment of the allocation request: AIRTEL will process each written request for short number allocation within Four (4) working days after receipt of the document.
1.3.3 Acceptance of the request: after confirmation of the conformity of the demand with AIRTEL’s requirements and of the availability of the requested short number, AIRTEL will accept or refuse the request and send a written confirmation or refusal notification to the PRSP. If the short number allocation is accepted, AIRTEL will join with the acceptance document an invoice detailing the fees linked to short number set-up and operation fees. The PRSP will then have 10 working days after acceptance receipt to honour the payment for final validation of the short number allocation.
1.3.4 Reference contract & conditions: the reference conditions for short number allocation are those as described in the short number allocation Annex.
1.4.1 The Parties acknowledge that during the course of this Agreement they shall have access to financial, legal, marketing, technical and other knowledge and information pertaining to the Parties’ business affairs (hereinafter referred to as “Confidential Information”).
1.4.2 The Confidential Information herein described shall be kept confidential and shall not without the prior written consent of its owner, be disclosed by the other Party, its representatives, employees and/or agents, to any person or in any manner whatsoever, in whole or in part and shall not be used by the Parties or such representatives, employees and/or agents other than in connection with this Agreement. Moreover the Parties shall be responsible for any breach of this clause by their representatives, employees and/or agents.
1.4.3 Such Confidential Information shall so remain until such information becomes part of public domain through no fault or breach of this Agreement.
1.4.4 Notwithstanding the foregoing, AIRTEL may disclose Confidential Information if so requested by a Government authority or agency without reference to the PRSP.
1.5 Personal Data Management
1.5.1 In the event that the PRSP intends to retrieve personal data about its service users, the PRSP shall first obtain the written consent of AIRTEL. Such request for consent shall be supported by a clear explanation of the reasons and motivation for the request, with sufficient evidence of the conformity of its purpose with AIRTEL’s services policy.
1.5.2 Because of the potentially sensitive nature of customers’ personal data, the PRSP shall never, in any case, transmit or sell in whole or in part any data to third parties.
1.5.3 The PRSP shall not use these customers’ personal data to send end-users Unsolicited Messages.
1.5.4 The PRSP shall adhere to the governing laws concerning personal data and digital information storage and use.
1.5.5 The PRSP shall indemnify AIRTEL fully against any claims and /or liabilities arising as a result of breach by the PRSP of this Clause 3.5.
2. Advertising, Promotion & Communication
2.1.1 Each Party to this Agreement shall be responsible for its own marketing and advertising costs.
2.1.2 Neither Party shall do, cause or permit to be done anything that may infringe, damage or endanger any intellectual property rights (which shall for purposes of this Agreement include but not be limited to logos, trade marks, service marks, brand marks, copyrights) belonging to the other Party.
2.2 Communication Charter
2.2.1 The PRSP shall not communicate on the short number or numbers it has been allocated until the associated services are totally operational for a commercial launch, including availability of the editor or integrator customer care system.
2.2.2 The PRSP shall communicate on its services following the Communication Charter as specified in Annex 10 only, without any adaptation or modification of it.
2.2.3 The parties shall designate Contact Persons with whom either Party may liaise with regard to performance of the obligations herein.
3.1 The PRSP hereby agrees to indemnify AIRTEL in full against any cost, expense or liability that AIRTEL may incur or suffer by reason of any claim or action being made against AIRTEL by any Customer or any other person as a result of failure in the provision of the Premium Services using the Number Access as required by this Agreement, which is not attributable to AIRTEL, or arising from any Fraud by the PRSP or use of the short codes or connection to the AIRTEL Network for purposes other than those authorised under this Agreement and the PRSP shall continue to hold AIRTEL so indemnified for the duration of this Agreement and for a period of six (6) years thereafter.
3.2 The Parties agree that any liability to the other Party for Losses here-under shall be limited to direct damages. For the avoidance of doubt, neither Party shall be liable to the other party under this Agreement for any indirect or consequential loss suffered, whether caused by negligence, breach of contract, misrepresentation or however arising, including, without limitation, loss of profit, goodwill, and business opportunity or anticipated savings.
3.3 Notwithstanding the provisions of the foregoing Clauses and in the event that AIRTEL is found liable to the PRSP or any of its employees, servants, agents, customer or end user for any reason whatsoever in relation to this Agreement then AIRTEL’s maximum liability for any one event or series of connected events giving rise to damage or losses shall be limited in relation to direct damages to the total value of the payments made by AIRTEL to the PRSP under this Agreement in the Six (6) month period immediately preceding the event or series of connected events giving rise to the losses.
3.4 AIRTEL does not warrant that the use of the Network as provided herein shall be fault free as the quality and availability of the AIRTEL Network may
be affected by factors beyond the control of AIRTEL such as local, geographic or physical obstructions, atmospheric conditions and other causes of radio interference as well as faults in other telecommunication networks to which the AIRTEL Network may be dependent. The AIRTEL Network may also from time to time require upgrading, modification, maintenance or other works that may result in the said Network becoming temporarily unavailable.
3.5 AIRTEL shall not be liable to the PRSP for any failure to perform any of its obligations here-under where such failure is as a result of any global or partial dysfunction of the AIRTEL Network caused by a disruption of its telecommunication facilities or the maintenance thereof or the disruption or suspension of telecommunication facilities of third parties on whom AIRTEL is dependent for the performance of its obligations. In this event, AIRTEL’s liability shall be limited to immediately notifying the PRSP of the said disruption, maintenance or suspension.
4.1.1 Neither Party may assign or transfer or purport to assign or transfer its rights or obligations under this Agreement without having first obtained the written consent of the other Party PROVIDED THAT such consent shall not be required in the event that the PRSP or AIRTEL (“the First Party”) change its shareholding and the First Party shall notify the other Party. Upon receipt of such notification, the other Party shall be at liberty to exercise its right terminate this Agreement under Clause 10.1.
4.1.2 For The avoidance of doubt, the PRSP shall not assign any of the Short codes issued by AIRTEL pursuant to this Agreement to a third party without AIRTEL’s prior written consent PROVIDED ALWAYS that in the event that AIRTEL consents to assignment of the PRSP’s rights and / or obligations under this Agreement to a third party, such consent shall not in any way absolve the PRSP of its obligations under this Agreement and the PRSP shall notwithstanding remain liable to AIRTEL for continued compliance by the third party of the PRSP’s obligations under this Agreement.
4.1.3 Any assignment contracted pursuant to this Clause shall be undertaken in accordance with the provisions of Annex 11 hereto. Failure by the PRSP to adhere to the terms of this Clause and the provisions of Annex 11 shall constitute breach of the terms of this Agreement and shall entitle AIRTEL to suspend or terminate the Services without prejudice to AIRTEL’s right to pursue any other remedy in respect of such breach as AIRTEL may deem appropriate in accordance with the terms of this Agreement.
4.2.1 Mutual Co-operation
4.2.2 The PRSP and AIRTEL agrees that the Parties shall do and execute or procure to be done and executed all such acts, deeds, and documents as may be within the Parties’ respective powers to give full effect to this Agreement and to procure that all provisions of this Agreement are observed and performed.
4.2.3 The PRSP and AIRTEL agree that this Agreement is entered into between the Parties and will be performed by each of the Parties in a spirit of mutual co-operation, trust and confidence and that they will use all means reasonably available to them to give effect to the objectives of this Agreement and to ensure compliance by each of them, their respective officers or servants with their respective obligations.
4.2.4 The PRSP and AIRTEL undertake to co-operate in determining the Parties’ respective charges with a view to achieving a harmonized and reasonable tariff structure.
Service Level Agreement
As a complement to article 3.1, the following mechanisms must be set by editors or integrators operating a short number related service, to ensure quality of service toward customers:
1. SMS Treatment:
As some devices do not accept empty SMS (no content inside), editors are recommended to ask customer to key at least one keyword to request services, even if the service would not require a keyword to be operated.
It is asked to editors to avoid use of keywords containing numbers or special characters such as “@”, “”””, …
It is asked to editors to choose simple keywords, if possible existing in the English language, as some of the users use the T9 function of their device to key their texts.
It is asked to editors to limit the number of keywords that can be combined in a SMS to request information, to keep the service functioning as easily memorable as possible for customers.
2. Error Management for SMS Requests
Each end-user sending a bad request to a SMS server must be notified of its mistake through an answer SMS, describing the right way to proceed.
In order to ensure customer satisfaction and limit the number of bad command notification, the service provider shall make sure that its platform is able to correct as much as possible potential mistakes made by customers. For instance, a command consisting of the “METEO” keyword to ask for some weather information will have to be correctly treated even if the customer makes a mistake (such as “METEN”, “MET”, “METO”,)
The answer SMS will be charged to the PRSP as a normal SMS, following the mass rates defined with the operator
3. Contact request for SMS services: as a complement to error management, editors are strongly advised to enable this command for the service
Each service customer must be allowed to send a SMS-MO to request contact information about the editor.
This SMS-MO must be answered the PRSP through a message giving him precise and complete information about company and customer care contact.
The answer SMS will be charged to the PRSP as a normal SMS, following the mass rates defined with the operator.
4. Help request for SMS services: as a complement to error management, editors are strongly advised to enable this command for the service
Each service customer must be allowed to send a SMS-MO to request help information about the editor.
This SMS-MO must be answered by the PRSP through a message giving him precise and complete information about the commands available to use the service.
The answer SMS will be charged to the PRSP as a normal SMS, following the mass rates defined with the operator.
AIRTEL may at its own discretion limit the number of SMS-MT / answer SMSs that a PRSP may send to a Customer following an SMS-MO by a Customer. Any SMSs sent by the PRSP exceeding the prescribed shall be considered to be an Unsolicited Message for purposes of this Agreement.
For services sending periodical information following an SMS MO request sent by user, editors shall allow customers to ask the PRSP to stop sending messages until the next SMS MO request.
This stop request must be enabled through the sending of an SMS MO containing the keyword “STOP” in it. When the PRSP is advertising the Service / Short Code, the PRSP must also indicate clearly the manner in which a Customer may un-subscribe for the Service.
AIRTEL may at any time require the PRSP to demonstrate that the PRSP’s IVR or SMS Platform has the requisite capabilities to facilitate cancellation of subscription as herein provided.
5. Customer Care
The PRSP must provide its customers with a customer care service, which has to be clearly mentioned on any communication related to the service. This customer care obligation is compulsory, whatever the nature of the service, IVR or SMS.
This customer care service can consist either of a phone number or a mail address
In the case of a phone number, the PRSP must clearly indicate the price of the call if charged more than a standard airtime call and ensure an answer rate of 80% to incoming calls.
In the case of a mail customer care, the PRSP has to provide customers with a written answer within five days after reception of the initial letter.
All customer care calls handled by AIRTEL concerning the only subject of the service may be charged to the PRSP on a monthly basis at such rates as AIRTEL may from time to time determine.
An AIRTEL Customer Care Number should also be included in the PRSP’s advertisements relating to the Service / Short Code for addressing complaints.