Country-Specific Terms
Last Updated: February 1, 2022
These Twilio country-specific terms (“Country-Specific Terms”) supplement the Supplier Purchase Order Terms and Conditions (“POTAC”) or the Independent Services Agreement (“ISA” and with POTAC, each may be referred to as the “Agreement”), as the case may be and depending on the form of agreement in place between Twilio and Supplier, and shall form an integral part thereof. These Country-Specific Terms, as they may be updated by Twilio from time to time, apply to the purchase orders issued by a Twilio entity and the agreements, engagement letters, SOWs, or other documents executed by Twilio and Supplier.
The following countries are in-scope for these Country-Specific Terms:
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Where one of the Twilio affiliates stated below is a party to the Agreement, the related terms which follow each heading, shall apply.
Australia: Twilio Australia Pty. Ltd.
Non-excludable Rights. If Twilio is a consumer under consumer protection legislation, Supplier gives certain non-excludable guarantees in respect of goods and services Supplier supplies to Twilio and Twilio has certain non-excludable rights if those guarantees are not met, which cannot be excluded, restricted or modified (“Non-excludable Rights”). Nothing in the Agreement is intended to exclude, restrict or modify Twilio's Non-excludable Rights. The limitations on and exclusions of Supplier’s liability contained in the Agreement apply only to the full extent permitted by law.
Limitation of Liability. To the full extent permitted by law, and subject to the foregoing Non-excludable Rights:
(a) in no event will Twilio be liable for any consequential, indirect, exemplary, special, or incidental losses or damages or for any loss of opportunity or business, loss of profits, loss of revenue, loss of data or loss of reputation or goodwill arising from or relating to the Agreement; and
(b) Twilio’s total cumulative liability in connection with the Agreement, whether in contract or tort (including negligence) or otherwise, including under an indemnity, will not exceed the aggregate amount of fees paid or payable by Twilio to Supplier for Services performed under the applicable SOW that gives rise to such liability.
Governing Law and Venue. The governing law shall be the laws of New South Wales, Australia without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Sydney, Australia.
Arbitration. To the extent the Agreement specifies arbitration, the seat of the arbitration shall be Singapore with the then prevailing commercial arbitration rules of the Rules of Arbitration of the International Court of Arbitration (ICC).
Brazil: Teravoz Brasil Participações Ltda. and Teravoz Telecom Telecomunicações Ltda.
Background Checks. The requirement in the Agreement specifying that Supplier perform background checks on Supplier Personnel shall not apply.
Governing Law and Venue. The governing law shall be the laws of Brazil without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in São Paolo, Brazil.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be San Francisco, California in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Affirmative Action. The requirement in the Agreement specifying that Supplier abide by affirmative action laws and regulations shall not apply.
English Language. The parties confirm that it is their wish that the Agreement as well as all other documents relating thereto, including all notices, have been and will be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.
Governing Law and Venue. The governing law shall be the laws of the Province of Ontario, Canada without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Toronto, Canada.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be San Francisco, California in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Colombia: Twilio Colombia S.A.S.
Background Checks. The requirement in the Agreement specifying that Supplier perform background checks on Supplier Personnel shall not apply.
Governing Law and Venue. The governing law shall be the laws of Colombia without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Colombia.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be San Francisco, California in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Insurance. To the extent that the Supplier is engaging personnel to provide Services to Twilio under the Agreement, the requirement in the Agreement specifying that Supplier maintain insurance and provide Twilio with a signed original Certificate of Insurance shall not apply, and such personnel shall maintain insurance in their own capacity while providing Services.
Affirmative Action. The requirement in the Agreement specifying that Supplier abide by affirmative action laws and regulations shall not apply.
Czech Republic: Twilio Czechia s.r.o.
Limitation of Liability. In no event will Twilio be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to the Agreement. Twilio’s total cumulative liability in connection with the Agreement will not exceed the aggregate amount of fees paid or payable by Twilio to Supplier for Services performed under the applicable SOW that gives rise to such liability.
Warranty. The relevant warranty which prohibits discrimination shall be governed by the the applicable Czech laws, including, but not limited to Act No. 198/2009 Coll., on Equal Treatment and on Legal Remedies Against Discrimination, as amended.
Governing Law and Venue. The governing law shall be the laws of Czech Republic. Unless the Agreement specifies otherwise, the relationship between Twilio and Supplier shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended. Venue of any action under the Agreement will be the courts located in Prague, Czech Republic.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
License from Supplier for Pre-Existing IP and Third Party Materials. The respective right and licence remains valid until the expiry of the term of the respective rights as enacted by applicable law without Supplier’s right to terminate the named permission before the term.
Governing Law and Venue. The governing law shall be the laws of England and Wales without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Tallinn, Estonia.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Independent Contractor. Supplier shall perform its duties with complete independence, with no obligation to work particular hours or to provide regular progress reports, within the limits of the instructions given to it by Twilio in accordance with its general policy and that relating specifically to the Services provided.
Supplier shall remain entirely independent when assessing the resources, the manner and means by which the Services are carried out, provided it complies with applicable law. Twilio has no right or authority to control the resources, manner and means by which the Services are carried out. Supplier shall use its own equipment and resources to carry out the Services, such as its secretarial or administrative services, its own IT systems with appropriate software and databases as well as its own means of transportation or communication.
Where Supplier is obliged to provide personal instruments and/or equipment and/or computer equipment for the provision of the Services, Supplier will be liable, at Supplier’s cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.
In addition, Supplier shall comply with all laws and regulations applying to its activity, as well as ethic rules applying to its profession. Besides, in accordance with the French imperative laws against illicit subcontracting and, in particular, pursuant to Articles L.8222-1, R.8222-1, D.8222-5, D.8254-2 and D.8254-4 of the French Labor Code, for any operation with a value of at least 5,000 euros VAT excluded, Supplier agrees to provide Twilio with the following documents:
- A certificate confirming receipt of social security declarations, from the social welfare body responsible for collecting the social security taxes and contributions owed by Supplier; said certificate must be no more than six (6) months old.
- Where Supplier is required to register with the Trade and Companies Register (“Registre du Commerce et des Sociétés”) or the trades register (“Répertoire des métiers”), or where it is a member of a regulated profession, one of the following documents:
- An extract from the Trade and Companies Register (“Registre du Commerce et des Sociétés”) registration certificate (“extrait K” or “extrait Kbis”); or
- An identification card proving that it is registered on the trades register (“Répertoire des métiers”); or
- A quote, publicity document or item of professional correspondence, provided that it includes the name or corporate name, full address, registration number for the Trade and Companies Register (“Registre du Commerce et des Sociétés”), trades register (“Répertoire des métiers”) or the list or table of members of a professional body, or the reference number for the accreditation conferred by the competent authority; or
- A receipt showing that declarations have been filed with a French business tax office (“Centre de Formalités des Entreprises”), for natural or legal persons who are in the process of being registered.
- A list of the names of the foreign employees employed by Supplier, at the time of the conclusion of the Agreement, and subject to the work permit provided for in Article L. 5221-2 of the French Labor Code. This list, drawn up from the single personnel register, specifies for each employee:
- His or her date of hire;
- His or her nationality;
- The type and serial number of the work permit.
In the event that the Agreement is still in effect, Supplier undertakes to submit all of these documents to Twilio every six (6) months.
Credits. In the event Supplier fails to meet a milestone, if any is set out in the SOW, it shall pay to Twilio delay credits calculated using the formula below:
C (amount of the credit) = NxV/100; where:
N = number of delayed days;
V = value of the Service due.
If service levels are agreed and Supplier fails to meet such service levels, Supplier shall pay Twilio the service credits as specified in the SOW. Credits are (i) price adjustments and shall not be construed as a penalty clause as defined under the Article 1231-5 of the French Civil Code and (ii) without prejudice to any other right or remedy, including any additional damage, available to Twilio.
Governing Law and Venue. The governing law shall be the laws of France without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Paris, France.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be Paris, France in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Germany: Twilio Germany GmbH and Twilio Berlin GmbH
Subcontractors and Independent Contractor / Employees of Supplier. Supplier’s relationship with Twilio will be that of an independent contractor. In case Supplier is a sole contractor (Einzelunternehmen) the conclusion of SOWs is subject to the performance of a compliance check with regard to the existence of effective self-employment on Supplier. In addition, Supplier is obliged to perform a compliance check on a biannual basis during the term of the Agreement regarding the existence of effective self-employment. The compliance check shall be performed by an auditor appointed by Twilio. The costs up to an amount of EUR 1.000,00 per compliance check shall be borne by Supplier. The results of every compliance check shall be provided to Twilio without undue delay and unsolicited after the performance of the compliance check to the following e-mail address: legalnotices@twilio.com. In case the compliance check does not provide certification for effective self-employment Twilio is entitled to terminate the respective SOW for cause without notice.
Limitation of Liability. Twilio’s statutory liability for intent and gross negligence as well as for damages caused by injury to life, body or health is unaffected by the following limitations of liability. In cases others than those described in the sentence before, Twilio shall not be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to the Agreement. Twilio’s total cumulative liability in connection with the Agreement for breach of a material contractual obligation caused by slight negligence, whether in contract or tort or otherwise, will not exceed the aggregate amount of fees paid or payable by Twilio to Supplier for Services performed under the applicable SOW that gives rise to such liability and will be limited to typical damages that were foreseeable at the time the Agreement was concluded. A material contractual obligation for the purpose of this provision is an obligation that must be performed in order to enable the achievement of the purpose of the Agreement in the first place and on the performance of which Supplier may therefore generally rely. The above limitation of liability applies accordingly for the benefit of Twilio’s directors, officers, employees, affiliates, agents, subcontractors and vicarious agents.
Governing Law and Venue. The governing law shall be the laws of the Federal Republic of Germany without regard to conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Venue of any action under the Agreement will be the courts located in Munich, Germany.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
India: Twilio Technology India Private Ltd.
Governing Law and Venue. The governing law shall be the laws of India without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Bangalore, India.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be Bangalore, India under the ICADR Arbitration Rules 1996 in accordance with the ICADR Arbitration Rules 1996.
Limitation of Liability. In no event will Twilio be liable for (i) any loss of profits, revenues or contracts, business interruption, loss or corruption of data; or (ii) any consequential, indirect, exemplary, special, or incidental damages arising from or relating to the Agreement. Twilio’s total cumulative liability in connection with the Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of fees paid or payable by Twilio to Supplier for Services performed under the applicable SOW that gives rise to such liability. Nothing in this clause will limit or exclude Twilio’s liability for fraud, death or personal injury due to its negligence, or to the extent such exclusions or limitations are not permitted by applicable law.
Governing Law and Venue. The governing law shall be the laws of Ireland without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Dublin, Ireland.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be Dublin, Ireland under the provisions of the Arbitration Act 2010 in Dublin, Ireland.
Anti-Corruption Laws. Supplier represents and warrants that Supplier, its own and its subcontractors’ directors, officers and employees are not Anti-Social Forces (aka “Bouryokudan”, “Bouryokudan Kanren Kigyou”, or “Soukaiya”). Twilio shall have the right to terminate all or part of agreements made between Twilio and Supplier immediately without notice if:
- Supplier, its directors, officers, employees or the person who hold a controlling interest of Supplier (hereinafter “Members”, collectively) are or were Anti-Social Forces,
- Supplier or its Members invest, credit or render services to Anti-Social Forces, or
- it becomes clear that Supplier’s subcontractor or its Members are Anti-Social Forces, Twilio insists on taking appropriate action such as terminating contracts between Supplier and such subcontractor, but Supplier rejects it without reasonable justification.
In the event Twilio terminates all or part of agreements between Twilio and Supplier pursuant to this clause, Twilio shall not be liable to Supplier for any damages and nothing shall prevent Twilio from making claim against Supplier for any damages.
Ownership of Deliverables; Assignment of Rights. Supplier will and hereby does irrevocably assign to Twilio all right, title and interest in and to the Deliverables and all related Intellectual Property rights, including copyrights provided under Article 27 (Rights of Translation, Adaptation, etc.) and Article 28 (Right of the Original Author in the Exploitation of a Derivative Work) of the Copyright Act of Japan.
Governing Law and Venue. The governing law shall be the laws of Japan without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Tokyo, Japan.
Arbitration. To the extent the Agreement specifies arbitration, the seat of the arbitration shall be Singapore with the then prevailing commercial arbitration rules of the Rules of Arbitration of the International Court of Arbitration (ICC).
Netherlands: Twilio Netherlands B.V.
Governing Law and Venue. The governing law shall be the laws of Netherlands without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Amsterdam, Netherlands.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Poland: Twilio Poland sp. z.o.o.
Workers’ Compensation/Employer’s Liability Insurance. Workers’ compensation and/or Employer’s liability insurance shall not apply.
Ownership of Deliverables; Assignment of Rights. Supplier agrees that all Deliverables will be the sole and exclusive property of Twilio. Promptly upon the Deliverables creation by the Supplier, Supplier shall disclose them without delay to Twilio.
As of the moment of creation, Supplier hereby does irrevocably assign to Twilio all right, title and interest in and to the Deliverables and all related Intellectual Property rights, in particular perpetual and world-wide author's economic rights with respect to all fields of exploitation known as of the date of entering into the Agreement, and in particular (i) for the Deliverables that do not constitute a computer program, with respect to the fields listed in Article 50 of the Act, namely: (a) with respect to fixing and reproducing Deliverables - using a specific technique to make copies of the Deliverables, including printing, reprographic, magnetic recording and digital technique; (b) with respect to trading in an original or copies of the object on which Deliverables are fixed - marketing, lending or rental of the original or copies; (c) with respect to other forms of distribution of Deliverables than that referred to in point (b) - public performance, display, screening, replaying and broadcasting and rebroadcasting as well as communicating Deliverables to the public in such a way that each person may access the Deliverables from a place and at a time individually chosen by him or her; (ii) for the Deliverables that do constitute a computer program, with respect to the fields listed in Article 74 of the Act, namely (a) permanent or temporary reproduction of a computer program by any means and in any form, in part or in whole; (b) translation, adaptation, arrangement and any other alteration of a computer program, without prejudice to the rights of the person who alters the program; (c) distribution, including rental or lending of a computer program or copies thereof. Twilio shall have the right to introduce changes, amendments and modifications to the Deliverables, to reprocess, adapt or freely develop the Deliverables within Twilio's discretion, including to introduce changes that are not necessary or are not technically or functionally required. Supplier transfers, effective from the assignment of the Intellectual Property Rights, the exclusive right to authorize exercise of derivative copyrights to the Deliverables (Article 46 of the Act).
In case new areas of exploitation arise in the future, which are unknown as of the moment of entering into the Agreement, Supplier undertakes to transfer without delay, when required by Twilio, all the rights to the Deliverables arising on such new area of exploitation, without any additional remuneration.
As of the moment of the Deliverables’ creation, Twilio shall acquire a perpetual and world-wide right to apply for registration and have registered with competent state authorities any Intellectual Property rights which arise to Deliverables, in the course of the Deliverables’ implementation or are included therein. If in the course of the Deliverables’ implementation Supplier applied for registration of such rights with any competent state authorities, for the protection or securing of the rights, Supplier shall be obliged to disclose such rights and to transfer these, without any additional remuneration, for the benefit of Twilio, promptly after receiving such a demand from Twilio.
In case an effective transfer of rights to or under the Deliverables required entering into an additional agreement, the Supplier undertakes to enter into such an agreement promptly after receiving such a demand from Twilio and to transfer by the same to Twilio, without any additional remuneration, all the rights to and under the Deliverables within the scope provided in this paragraph.
Supplier undertakes to promptly carry out (without any additional remuneration) all actions that Twilio considers necessary for the purpose of protection of copyrights or other Intellectual Property rights relating to the Deliverables for the benefit of Twilio, including in particular to perform the necessary assignments of rights, deliver to Twilio all necessary written documents, prepare the documentation required for enforcement of intellectual property rights. Any cost relating to this action will be borne by Twilio.
Limitation of Liability. In accordance with Polish Civil Code, nothing under the Limitation of Liability clause states that Twilio will not be liable for damage that it may inflict on the Supplier intentionally.
Status of Twilio. Twilio hereby states that it is a large enterprise within the meaning of the Polish Act on Counteracting the Excessive Delays in Commercial Transactions.
Governing Law and Venue. The governing law shall be the laws of Poland without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Warsaw, Poland.
Arbitration. To the extent the Agreement specifies arbitration, the seat of the arbitration shall be Singapore with the then prevailing commercial arbitration rules of the Rules of Arbitration of the International Court of Arbitration (ICC).
Singapore: Twilio Singapore Pte. Ltd.
Governing Law and Venue. The relevant governing law shall be the laws of Singapore without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Singapore.
Arbitration. To the extent the Agreement specifies arbitration, the seat of the arbitration shall be Singapore with the then prevailing commercial arbitration rules of the Rules of Arbitration of the International Court of Arbitration (ICC).
Independent Contractor. Nothing in the Agreement shall be interpreted as an employment relationship between Twilio and Supplier. Supplier expressly agrees that the characteristics of dependency and alienation that define an employment relationship do not define its relationship with Twilio. Supplier hereby expressly waives all rights to bring any claims against Twilio before any jurisdiction or administrative body claiming that the relationship with Twilio was or is an employment relationship.
Ownership of Deliverables. The term “works for hire” shall not apply.
License from Supplier for Pre-Existing IP and Third Party Materials. Rights shall be assigned for the maximum term permitted by the applicable law.
Waiver of Rights. Supplier’s moral rights shall not be waived and shall be non-transferable.
Governing Law and Venue. The governing law shall be the laws of Spain without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Madrid, Spain.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
Governing Law and Venue. The relevant governing law shall be the laws of Sweden without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in Malmö, Sweden.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).
United Kingdom: Twilio UK Ltd.
Limitation of Liability. Nothing in the Agreement limits any liability which cannot legally be limited, including (but not limited to) liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Governing Law. The relevant governing law shall be the laws of England and Wales without regard to conflict of law principles. Venue of any action under the Agreement will be the courts located in London, England.
Arbitration. To the extent the Agreement specifies arbitration, the seat of arbitration shall be London, England in accordance with the then prevailing commercial arbitration rules of the International Court of Arbitration (ICC).