Advisory Services Requirements

Last Updated: February 27, 2024

These Advisory Services Requirements (“Advisory Services Requirements”) will (a) govern Customer’s obligations related to the Advisory Services (as defined below) and (b) supplement the terms of the agreement between Customer and Twilio covering Customer’s use of the Services (“Agreement”). For the avoidance of doubt, these Advisory Services Requirements will not govern the Advisory Services if Customer has agreed to the Advisory Services Terms available at in the applicable Order Form (as defined below).

1. Definitions

Advisory Services” means Services that are advisory, configuration, consulting, expert, implementation, or onboarding in nature and provided to Customer in accordance with the applicable Advisory Services Package (as defined below). Advisory Services excludes any Services set forth in Section 2.2 (Out of Scope Services).

Advisory Services Package” means the Advisory Services package purchased by Customer, the terms for which are set forth (a) at or (b) in the applicable Order Form, as applicable.

Affiliate” has the meaning set forth in the Agreement.

Customer Documentation” means any documentation developed, conceived, or acquired specifically for, or on behalf of, Customer in connection with the Advisory Services.

Customer Materials” means any information, specifications, instructions, or materials provided by Customer in connection with the Advisory Services.

Order Form” means an ordering document or a statement of work between Customer and Twilio, or any of their Affiliates, that identifies the applicable Advisory Services Package being purchased, the mutually agreed upon rate for such Advisory Services Package, and any other applicable commercial terms related to the Advisory Services.

Subcontractors” means any third party that assists Twilio or its Affiliates in providing the Advisory Services.

Twilio IP” means any technical configuration, workflow templates, starter code, software components, content, documentation, materials, methodologies, or other intellectual property developed, conceived, or acquired by Twilio or its Affiliates. Twilio IP excludes Customer Documentation and Customer Materials.

Twilio Personnel” means Twilio’s and its Affiliates’ employees and contractors and employees of Subcontractors that assist in providing the Advisory Services.

2. Advisory Services

2.1 Customer Acknowledgements.  Customer acknowledges and agrees that (a) Twilio may use Twilio Personnel and Subcontractors, as necessary, to provide the Advisory Services in accordance with these Advisory Services Requirements, the applicable Advisory Services Package, and the applicable Order Form; (b) the Advisory Services will be provided Monday through Friday (excluding holidays in the location where Twilio Personnel are located) between the hours of 9:00am and 5:00pm in the time zone where Twilio Personnel are located; (c) the Advisory Services, and any communication between Customer and Twilio and documentation related thereto, will be provided in English; (d) Customer must execute the applicable Order Form in order for Twilio to allocate resources in connection with such Order Form; (e) Customer will not cancel or terminate an executed Order Form if there are less than fourteen (14) days remaining until Twilio commences the provision of such Advisory Services; (f) the Advisory Services, Customer Documentation, and Twilio IP do not constitute legal or compliance advice or guidance and are provided to Customer “AS IS”; (g) Customer is solely responsible for its reliance upon the Advisory Services, Customer Documentation, and Twilio IP; and (h) an Affiliate of Twilio may provide the Advisory Services to Customer, subject to the terms of these Advisory Services Requirements, provided that such Affiliate of Twilio executes an Order Form directly with Customer. Twilio will (i) be responsible for its Affiliates’ provision of the Advisory Services and (ii) enforce the terms of these Advisory Services Requirements, the applicable Advisory Services Package, and the applicable Order Form on behalf of its Affiliates providing the Advisory Services.

2.2 Out of Scope Services.  The Advisory Services and the Advisory Services Packages do not include (a) any products and services, including, without limitation, access to platform services and application programming interfaces, provided by Twilio under a separate agreement with Customer (“Services”); (b) the development or deployment of any custom or production code, software, hardware, or other deliverables or work product on behalf of Customer; (c) customized integrations with or modifications to the Services; and (d) user acceptance testing or quality assurance checks.

2.3 Customer Responsibilities.  Customer will comply with the terms of these Advisory Services Requirements, the applicable Advisory Services Package, and the applicable Order Form. Customer will cooperate reasonably and in good faith with Twilio Personnel in their provision of the Advisory Services including, without limitation: (a) providing Twilio Personnel sufficient resources, knowledgeable employees or staff of Customer, and safe working facilities with Internet access; (b) timely access to accurate and complete Customer Materials; (c) timely, accurate, and complete responses to inquiries or requests for feedback or information from Twilio Personnel; (d) appointing a Customer representative for each Advisory Services project to serve as a primary point of contact for Twilio Personnel and to make authorized decisions on behalf of Customer; and (e) actively participating in scheduled project meetings with Twilio Personnel. If Customer relies on the Advisory Services to provide its own products and services to its customers, Customer (i) acknowledges and agrees that Twilio will have no obligation or liability to any of Customer’s customers whatsoever and (ii) will ensure its customers are made aware, contractually or otherwise, that Twilio will have no such obligation or liability. If Customer’s failure to comply with this Section 2.3 prevents Twilio from providing the Advisory Services, as determined by Twilio in its sole discretion, Twilio’s obligation to provide the Advisory Services will be excused until Customer remedies such failure, and Twilio will not be responsible for any delays resulting therefrom. If any delay in the provision of the Advisory Services is caused by Customer and results in additional fees, Customer will pay such additional fees in accordance with the Agreement.

2.4 Educational Courses.  If Customer purchases Advisory Services that are branded as an educational course (“Course”), Customer must register for a Course at least five (5) days prior to such Course’s start date. Customer may change the Course for which it is registered, provided that (a) Customer provides Twilio with at least seven (7) days prior written notice and (b) the new Course that Customer selects is equal to or lesser in value to the original Course for which Customer is registered. If Customer changes to a Course that is of lesser value than the original Course, Customer will not receive a refund for the difference between the cost for the new Course and the cost for the original Course. All Course registration costs are non-refundable. Twilio may cancel or reschedule a Course at any time for any reason, provided that Twilio notifies Customer of such cancellation or rescheduling in writing and offers Customer an alternative Course or an alternative date for a Course. Registered individuals of Customer participating in a Course are prohibited from (i) recording the Course and (ii) using the Course, including any materials, content, or learnings therefrom, for any purpose other than internal training purposes.

3. Ownership and Licenses.  Twilio owns all right, title, and interest in and to the Twilio IP. Any Twilio IP that is starter code or a software component will be licensed to Customer under the terms of the applicable open source license. Customer owns all right, title, and interest in and to the Customer Materials and the Customer Documentation. Customer grants Twilio the right and license to use the Customer Materials solely as necessary to provide the Advisory Services.