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SMS SOA Agreement

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SMS SOA Agreement

This SMS SOA Agreement (the Agreement) is made effective as of between:

Client Name:    Address:

Service Provider Name:    Address:

Recitals

WHEREAS, Client requires the periodic generation and delivery of Statement of Account (SOA) notices and related transactional SMS messages to customers for billing and account reconciliation purposes; and

WHEREAS, Service Provider possesses the personnel, systems, and infrastructure to generate, deliver, and maintain records of SMS-based SOAs and related exception reporting in accordance with Client's business requirements; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide SMS SOA services to Client.

Scope of Work

The Scope of Work includes, without limitation, message formatting, scheduled generation of SOA content, SMS transmission to designated recipients, delivery and read-status reporting where available, maintaining data logs for audit purposes for a period specified by Client, and reasonable assistance with dispute investigation and corrective transmissions.

Payment Terms

Invoices shall be issued in accordance with the Payment Schedule. Unpaid amounts shall accrue the Late Fee stated above beginning the day after the payment due date. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon providing the Notice Period to the other party. Either party may terminate immediately for material breach that remains uncured for 15 days following written notice of such breach, or immediately upon insolvency or appointment of a receiver for the other party.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in connection with this Agreement, including customer data, billing records, message content, analytics, pricing, and technical specifications. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with commercially reasonable safeguards. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected as long as they qualify as trade secrets under applicable law.

Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided it gives the disclosing party prompt written notice and reasonably cooperates to seek a protective order or other appropriate remedy.

Liability and Indemnification

Each party shall indemnify and hold harmless the other from third-party claims arising from its negligent acts, willful misconduct, or breach of this Agreement. Except for willful misconduct or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, or punitive damages.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Venue for disputes shall be in the state and federal courts located in the jurisdiction specified above, and each party hereby submits to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, together with any exhibits or order forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Additional Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, joint venture, or employment relationship.

Client

Party Label:

By:

Date:

Service Provider

Party Label:

By:

Date:

Enter text✕

What the SMS SOA Agreement Is and When It’s Used

The SMS SOA Agreement is a written contract that documents the commercial terms and a statement of account for short message service (SMS) communications between a service provider and a customer. It combines service order details (message volumes, delivery windows, pricing tiers) with billing and reconciliation terms (invoices, credits, dispute windows). The agreement clarifies responsibilities for message content, compliance with telemarketing and privacy laws, delivery reporting, and support. It is commonly used by enterprises, marketing agencies, and carriers to formalize ongoing SMS campaigns and billing arrangements.

Why a Clear SMS SOA Agreement Matters

A clear SMS SOA Agreement reduces billing disputes, ensures regulatory compliance for messaging and data privacy, and defines service-level expectations. It streamlines reconciliation, clarifies chargebacks and credits, and provides written evidence for collections or regulatory inquiries.

Why a Clear SMS SOA Agreement Matters

Primary Users and Signers of an SMS SOA Agreement

Enterprises, marketing agencies, carriers, and SaaS platforms use SMS SOA Agreements to set billing, messaging volume, and compliance expectations.

  • Marketing teams: define campaign limits, opt-out handling, and reporting cadence for billing reconciliation.
  • Finance departments: reconcile invoices, manage credits, and track disputes within agreed windows.
  • Legal/compliance: ensure TCPA, CAN-SPAM, and state privacy obligations are addressed in contract.

Signatory roles typically include an authorized billing contact and an operational contact for delivery issues and escalation.

Who Signs and Why (Typical Profiles)

Account Manager

As the primary operational signer, the account manager approves message volumes, approves campaign exceptions, coordinates with technical support for delivery issues, and receives invoices for reconciliation. They must have documented authority to commit to service changes and to accept charges.

Legal Counsel

Legal counsel reviews compliance language, ensures TCPA and CAN-SPAM representations are accurate, confirms data processing and privacy clauses meet state requirements, and advises on dispute resolution and indemnity terms before the agreement is signed.

Essential Information to Include in the SMS SOA Agreement

Parties' Legal Names: Enter exact legal entity names as on ID.
Billing Address: Street, city, state, and ZIP.
Service Description: Message types, carrier details, delivery windows.
Message Volume: Monthly forecasts and burst allowances.
Pricing and Fees: Per-message rates, minimums, and taxes.
Dispute Contact: Name, email, phone, escalation steps.

Key Penalties and Risks of an Incorrect Agreement

Billing Disputes: Delayed payments or chargebacks.
Regulatory Fines: TCPA, CAN-SPAM noncompliance fines.
Service Interruptions: Provider may suspend messaging.
Tax Implications: Misreported fees affect tax filings.
Contractual Liability: Indemnity and damages exposure.
Data Breach Risk: Privacy obligations can trigger penalties.

Common Preparation Mistakes to Avoid

  • Failing to specify message volumes and overage rates leads to surprise charges and prevents timely reconciliation between provider and customer.
  • Using ambiguous content warranties without referencing TCPA or state telemarketing rules creates legal exposure for both sender and vendor.
  • Omitting dispute windows, invoice formats, or required supporting reports often prolongs resolution and increases administrative costs.
  • Not aligning data retention and privacy language with HIPAA or state laws where applicable can produce compliance violations.

Step-by-Step: Preparing and Executing an SMS SOA Agreement

Follow these steps to prepare, finalize, and execute an SMS SOA Agreement with clear billing and compliance controls.

  • 01
    Assemble Data: Gather volumes, pricing, and contact details.
  • 02
    Draft Terms: Specify service levels, invoicing, and dispute process.
  • 03
    Legal Review: Confirm TCPA, privacy, and indemnity language.
  • 04
    Execute: Obtain authorized signatures and store executed copy securely.

How to Configure an Online Completion Workflow

Configure an online workflow for digital completion, eSignature, and automated delivery of SMS SOA Agreements.

Field Configuration
Signer Order Sequential or parallel
Auth Method Email link, SMS code, or KBA
Required Fields Full legal name, date, billing address
Retention Auto-archive PDF with audit trail

Where to Send and Store the Executed Agreement

Typical routing and submission steps for signed SMS SOA Agreements, both electronically and as stored records.

  • Send to Billing: PDF invoice and statement attached to billing team.
  • Operational Copy: Delivery logs and SLAs to operations contact.
  • Legal Archive: Executed agreement stored with audit trail and access controls.
  • Client Portal: Upload signed PDF to customer portal for visibility.

Platform and Security Considerations for eSigning and Distribution

Choose platforms that support secure eSigning, audit trails, and common file types such as PDF and DOCX.

  • File Formats: PDF, DOCX, and XLSX supported.
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace.
  • Security: TLS 1.2/1.3 and AES-256 encryption.

Typical Timelines, Deadlines, and Processing Expectations

Common payment and dispute timelines included in SMS SOA Agreements and typical processing expectations for billing cycles.

Invoice Cycle:

Monthly invoicing with detailed statement of account.

Payment Terms:

Net 30 from invoice date unless otherwise agreed.

Dispute Window:

Submit disputes within 45 days with supporting logs.

Late Fees:

Interest or fixed fee after overdue period.

Reconciliation Period:

Final adjustment within 90 days of invoice.

Core Sections to Include in a Professional SMS SOA Agreement

A professional SMS SOA Agreement should combine commercial, technical, and compliance elements into a single, auditable contract and include change control and termination procedures.

Parties & Scope

Identify contracting parties by legal name, specify the geographic scope of messaging, define permitted message categories, and enumerate excluded content. Scope clarity avoids later disputes over delivery obligations and regulatory exposure.

Service Levels

Define delivery success metrics, acceptable latency, retry policies, reporting cadence, and remedies for missed SLAs. Include testing and acceptance criteria for new campaigns or send volumes.

Pricing

Detail per-message pricing, tiered discounts, volume thresholds, minimum monthly charges, tax treatment, and billing frequency. Clarify who bears carrier pass-through fees and surcharges including regulatory assessments.

Billing & Audit

Require itemized invoices, supporting delivery logs, a stated reconciliation process, and an audit right limited by notice and confidentiality protections to prevent abuse and scope limits.

Compliance

Include representations on consent, opt-out mechanisms, TCPA compliance, CAN-SPAM where applicable, privacy processing obligations, and cooperation for regulator inquiries or audits including data transfers and subcontractor controls.

Insurance & Liability

State insurance requirements, liability caps, exclusions for indirect damages, and procedures for notice and mitigation of claims arising from messaging or data incidents, including breach response obligations.

eSignature Vendor Pricing and Feature Snapshot for SMS SOA Agreements

Common plan and compliance features for eSignature platforms relevant to executing SMS SOA Agreements and procurement decisions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by promotion Varies by promotion Varies by promotion Varies by promotion
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions and Practical Answers

Answers to common questions about completing, signing, and managing SMS SOA Agreements electronically, with legal and technical considerations.


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