Terms of Services

Last updated: September 2025

These Terms of Service (“Terms”) are between you (“you,” “Customer,” or “Client”) and Belscar Limited (“Belscar,” “we,” “us,” “our”). They govern your access to and use of our services, which include our resale of the Sinch Engage platform and any additional consulting, support, or technology services we provide (collectively, the “Services”).

By using our Services, or by entering into a Statement of Work or Order with us, you agree to these Terms. If you are using these Services on behalf of a business or entity, you represent that you have authority to bind that entity to these Terms.

Definitions

Sinch means Sinch AB or its relevant subsidiary/entity that provides the Sinch Engage platform.
Sinch Engage Terms refers to all applicable terms published by Sinch for resellers and/or for customers of Sinch Engage (e.g. Sinch Engage Reseller Terms, Sinch’s Acceptable Use Policy, General Terms, Data Protection terms).
Customer Data means all data, content, messages, personal or non-personal, that you upload, send or use in connection with the Services (including via Sinch).
Deliverables means any non-Sinch proprietary goods, code, consulting, or additional services provided by Belscar under an Order.

Nature of Reseller Arrangement

You acknowledge that certain parts of the Services (specifically the messaging, communication, infrastructure & compliance of the Omnichannel Messaging tool) are provided by Sinch Engage under their own terms.
Belscar acts as your reseller/integrator/partner: we facilitate your access to Sinch’s platform (licence, usage), provide first-line support for you, and may also offer consulting, customisation or account management.
Your use of the Sinch components is subject to both (a) these TOS and (b) all applicable Sinch Engage Terms. Where there is inconsistency, the stricter / more protective terms shall apply (e.g. with respect to compliance, data protection, acceptable use).

Customer Obligations & Acceptable Use

You agree to use the Services in compliance with all applicable laws and regulations (including telecoms, messaging, data privacy, anti-spam, etc.).
You must obtain all necessary consents from end users to send messages via the platform through the channels you choose (SMS, WhatsApp, RCS etc.).
You must comply with the relevant Sinch Acceptable Use Policy and other of Sinch’s policies. You acknowledge those policies as binding insofar as they relate to the part of the service provided by Sinch.
You shall provide accurate information, cooperate in onboarding or technical setup, and respond to support requests so Belscar can fulfil its responsibilities.

Fees, Billing & Payment

Fees for the service (which includes the Sinch licence / usage fees + any fees for Belscar’s consulting, support, customisation) will be as set out in our proposal / order form.
If Sinch increases their fees for your usage (per Sinch’s Reseller Terms), Belscar may pass on those cost increases, with notice to you.
Payment due within [30] days of invoice, unless otherwise agreed. Late payments may accrue interest at [2%] over base rate.
Refunds or credits, if any, will be governed by Belscar’s policy, except where Sinch’s policies impose alternative terms (we’ll tell you up front).

Intellectual Property & Licencing

You are granted a licence to use the Sinch platform (via our reseller arrangement) under the terms of Sinch Engage. Belscar does not own the platform, and all IP rights in the platform remain with Sinch (or its licensors).
Belscar retains ownership of any custom developments, integrations, consulting deliverables or non-Sinch proprietary materials.
For any third-party components or software (including those used by Sinch), your use is subject to their respective licences.

Limitation of Liability & Disclaimers

Belscar provides the Services “as is” to the extent possible, and you acknowledge that availability, deliverability, etc. of certain parts depend on Sinch and third parties.
Belscar’s liability for issues arising solely from the Sinch platform is limited: we will (to the extent possible) help you deal with Sinch, but any liabilities imposed on us by Sinch may be passed through (or limited) as per our agreement.
To the maximum extent permitted by law, Belscar is not liable for indirect, incidental, consequential losses (such as lost profits, loss of data, business interruption) arising from your use of the Services.
Our aggregate liability under these Terms shall not exceed the fees you have paid us for the relevant Service in the preceding [12] months.

Indemnification

You agree to indemnify, defend, and hold harmless Belscar (and its officers, employees, agents) from any claims, liabilities, losses, damages, costs (including legal fees) arising from:

Your breach of these Terms, including misusing the platform, or violating Sinch’s policies.
Your failure to obtain necessary permissions/consents from end-users.
Any unlawful or non-compliant messages/content you send.

Support, Modifications & Dependency Risk

Belscar will provide support to you as agreed in the Order / Proposal. Sinch may also provide certain support under their agreements; but we are not responsible for Sinch’s internal operations or performance.
If Sinch changes features, pricing, or discontinues parts of the service, Belscar will notify you where possible, but you accept that such changes are out of our control.
If Sinch suspends or terminates your access (e.g. for non-compliance, policy violation, etc.), your access to Services via us may also be suspended or terminated in accordance with both Sinch’s policies and these Terms.

Termination & Suspension

Either party may terminate Service agreements under the conditions in the Order / Proposal.
Belscar may suspend or terminate your access if you breach these Terms, fail to pay, or violate Sinch or legal policies.
Upon termination, you remain responsible for payment for all outstanding services / usage up to that date.

Governing Law & Dispute Resolution

These Terms are governed by the laws of England & Wales. Disputes will be subject to the exclusive jurisdiction of the courts of England & Wales.

Miscellaneous

Severability: If part of these Terms is invalid, the rest still applies.
Assignment: You may not assign your rights or obligations without our written consent; we may assign ours.
Entire Agreement: These Terms plus any Order / Proposal, and insofar as applicable, Sinch’s Terms that you are bound by, form the full understanding between us.

Contact

For questions about these Terms or to contact us:

Belscar Limited

Registered Office: 1 Stubbs lane, Lostock Gralam, Northwich, Cheshire, CW9 7FQ

Email: team@belscar.com