Content Provider Services

1. Definitions and Interpretation

In the Agreement including the annexes, the following words and expressions shall unless the context otherwise requires, have the following meanings:

2. Warranties and Representations

1. You shall be held responsible and accountable for the content and accuracy of the Licensed Content and the said overall Hosted Services at all times;
2. Your entering into this Agreement does not constitute a breach of any statutory and/or contractual obligations;
3. Your Licensed Content and the said Hosted Services does not infringe or violate in any manner whatsoever the intellectual property rights of a third party nor shall it at any time contain nudity, profanity or any type of content that shall be illegal under the governing law and/or public policy;
4. Your Licensed Content and the said Hosted Services does not libel, defame, cause injury to, invade the privacy of, or otherwise infringe or violate the rights of any person or third party;
5. Your Licensed Content and the said Hosted Services does not contain any defamatory or unlawful content; and
6. You are the owner and/or licensor of the Licensed Content and the said Hosted Services.

3. Scope

1. You shall provide an express, royalty-free and issueless license to DIALOG for Your Hosted Services and the Licensed Content housed therein thereby allowing DIALOG to enable its Subscribers to access the Hosted Services and Licensed Content; provided the Subscribers agree to Your terms and conditions pertaining to the accessing and use of the Hosted Services; and
2. You shall ensure that the Subscribers accessing Your Hosted Services and Licensed Content shall have 24×7 access, subject to due payment of charges by the Subscribers; with the exception of scheduled maintenance downtime, which will be notified to You at least two (02) working days in advance.

4. Term of the Agreement

Shall be as stated on the Agreement.

5. Price / Payment Terms and Apportionment of Revenue

1. All payments to You during the Term of this Agreement shall be as per the Revenue sharing basis outlined in Annexure 1 of the Agreement.
2. All payments and charges to be made to You shall be based on the basis of collection from Subscribers and shall be payable on a monthly basis within Thirty (30) Days of receiving the approved final invoice as per the rates mentioned in Annexure 1.

6. Taxes

1. Where appropriate and legally required, all taxes applicable under this Agreement and/or on the payments made hereunder shall be borne or paid by the Party charged with the tax.
2. All prices and/or payments under this Contract shall be inclusive of taxes other than Value Added Taxes (VAT) imposed under the Value Added Tax Act, No 14 of 2002 as amended thereto which may be charged by the Content Provider, provided however that VAT on such prices shall only be paid by the Content Provider on the submission of a valid tax invoice as per the provisions contained in the Value Added Tax Act, No 14 of 2002, as amended from time to time. Provided further that Dialog retains the right to reclaim from the Content Provider such amounts charged by the Content Provider in the event the Content Provider is not registered for such taxes and/or in the event input credit on any VAT paid to the Content Provider is disallowed by the Department of Inland Revenue on account of error, omission, mistake/mis-statement and/or lapse compliance with the VAT Act on the part of the Content Provider without any time limit.
3. Where any payment made under the Agreement is subject to Withholding Tax (“WHT”), DIALOG shall make the necessary payments under this Agreement after deducting WHT thereon and furnish necessary certificates as proof of deduction. Provided however, where a direction is issued by the Commissioner General of Inland Revenue at the request of the Content Provider and copy of same is provided to DIALOG, DIALOG shall follow the instructions contained in the said direction at the time of deduction of WHT.
4. In the event of any amendment to existing statute, by-law or regulation/ruling or introduction of any new tax during the term of this Agreement, the Parties hereto shall follow the provisions of such amendment or new statute in accordance with its effective date of application.
5. Each Party shall be responsible for obtaining necessary registration, directions and to fulfil their respective tax obligations including the filing and reporting obligations where appropriate and applicable. Neither Party shall suffer any additional tax, duty, levy, penalty on account of the failure or omission of the other Party to obtain such registration, waiver, direction or abide by obligations herein and each of the Parties hereby agree to hold the other indemnified and harmless against any such claims or penalties.

7. Obligations of the Content Provider

You shall:

1. Ensure that enabling access to Your Hosted Services and Licensed Content is strictly subject to each Subscriber providing express consent after reading Your terms and conditions, DIALOG’s terms and conditions, and all related pricing;
2. Have the right, title and interest in the Hosted Services and the Licensed Content and provide DIALOG an express royalty-free, issueless license for use, distribution and/or re-sale on a non-exclusive basis;
3. Exercise control over the Licensed Content of the Hosted Services and be liable for its accuracy, quality, merchantability and fitness;
4. Be responsible for loss of data resulting from delays, non-deliveries, mis-deliveries or interruptions caused by Your acts, omissions, negligence and/or errors;
5. Have all necessary rights to enter into this Agreement and fulfil the Service requirements;
6. At all times comply with all applicable laws and regulations;
7. Make all endeavours to provide the Licensed Content 24×7 and ensure uptime of 98% of available time; subject to any non-disturbance policy;
8. Adhere and maintain any mandatory guidelines given by respective network operator(s) as approved during UAT and as updated by law or regulation;
9. Adhere to the General UAT process specified in Annexure 4 of the Agreement or any other UAT process specified by DIALOG;
10. Promptly inform the respective network operator(s) of any changes to mandatory format or elements of the Licensed Content;
11. Promote the Services as deemed necessary at Your own cost during the Term;
12. Refrain from misleading, false, unethical campaigns to acquire Subscriber engagement;
13. Obtain necessary approvals from the respective network operator prior to marketing campaigns;
14. Support DIALOG in any marketing and promotion by supplying relevant information and material;
15. Extend maximum co‑operation to DIALOG in all matters pertaining to enhancement and development of the Service;
16. Keep separate and accurate technical records of subscription and source records (time, user actions, device browser, IP, etc.) for a minimum of two (02) years from unsubscribing and provide such details to DIALOG within one (01) working day upon request;
17. Not send Licensed Content via any other communication method or payment method to Subscribers other than in provision of the Services under this Agreement, unless with DIALOG’s prior written consent;
18. Report 24×7 to DIALOG any fault, failure, interruption, disturbance and/or change in the DIALOG network when accessing the Licensed Content and/or if the Licensed Content becomes inaccessible due to a fault, omission or negligence on the Content Provider;
19. Ensure that the Services do not infringe or misappropriate any proprietary or intellectual property rights and that You have the license to provide the Licensed Content;
20. Not disseminate material that may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or violate any law; nor disseminate malware or malicious code;
21. Specify a contact person responsible for provision of the Licensed Content to coordinate with DIALOG;
22. Remove any Licensed Content deemed unsuitable by DIALOG within forty‑eight (48) hours of notice;
23. Subject to applicable information security/data privacy laws, supply to DIALOG data as requested (usage frequency, times of usage, packages subscribed, churn patterns, etc.) to the extent allowed in law; and
    • Engage suitable personnel to provide 24‑hour support for updating and maintenance of contents and send daily/weekly revenue reports together with performance reports, where applicable;
    • Keep accurate and complete records with supporting documentation to demonstrate compliance and enable DIALOG to verify report accuracy;
    • Provide required data on a daily/weekly basis (as applicable) which may contain content usage, charging details, customer registration date, churn out date, churn win back date, engagement time, streaming/browsing data, content report, customer MSISDN;
    • Where applicable, share daily product health check and performance reports and integrate relevant systems with DIALOG’s monitoring systems; maintain 24×7 monitoring functions;
    • Develop any performance-report-related tool within one (01) week from requirement finalization by DIALOG.
24. Where applicable, supply a customer care interface to cater to customer complaints.
25. Where third-party development/integration applies, provide third-party details as per Agreement and ensure such third parties comply with Dialog standards.
26. Provide details pertaining to any other beneficiaries of the Service in the format provided in Annexure 4; such disclosure shall not make Dialog liable to any third party for dealings with the Content Provider.
27. Prohibited mobile advertising campaigns with one‑click direct subscription: You and/or your third‑party contractors are prohibited from such campaigns. Breach may result in termination pursuant to Clause 11.1. You agree to indemnify DIALOG against claims related to such breach.
28. Use the same name of the Licensed Content informed to Dialog in all information sources, advertisements and promotional messages sent to DIALOG Subscribers.
29. Where applicable, be responsible to disclose accurate service information and obtain/store subscriber consent in a dedicated consent gateway owned by You for a minimum of two (02) years from deactivation; do not disclose consent details to any third party other than Dialog.
30. Where applicable, not charge Subscribers until double consent for activation has been obtained.
31. Where applicable, upon a Subscriber subscribing, send a message each time the Subscriber is charged based on the opted billing cycle.
32. Where applicable, include a link within the message stating ways to unsubscribe based on the Subscriber’s discretion.
33. Where applicable, mandatorily send a message to all Subscribers at each recursive billing charge, retrospectively applied to all Licensed Content activated by You.
34. Take necessary technical measures and procedures to preserve and protect confidentiality of Subscriber information received.
35. Promotions must include: (i) name of the Licensed Content; (ii) link to terms and conditions; (iii) charges including taxes and billing frequency; (iv) subscription tenure; (v) deactivation method; (vi) free trials must not be charged unless double consent is obtained. Subscribers must remain free of charges during free trials unless double consent is obtained.

7.11 Web-based Services (where applicable)

1. 3rd party banner-based activations are not permitted; do not bill based on such activations.
2. Subscription or Pay‑per‑use buttons on content portals must clearly include charges with a link to terms and conditions.
3. For OTT providers (e.g., Netflix, Spotify, Google DCB, Insurance), charging models must be assessed and confirmed by DIALOG prior to engagement.
4. Maintain algorithms to identify Subscribers who have not utilized the Licensed Content after activation and share with Dialog upon request.
5. Fraud Prevention Platform: You must engage with a Third‑Party Fraud Prevention Platform Provider evaluated and appointed by Dialog. Cost borne by You, and a separate agreement is required. This requirement is effective from 1 January 2025. Failure to adhere may result in immediate termination at Dialog’s sole discretion.

7.12 IVR-based Services (where applicable)

1. Charges (where applicable) must be indicated at the beginning of the call.
2. Exit option must be indicated in the first loop; inner loop must include exit to main loop or complete exit. Deactivate/Unsubscribe option shall be available in the main loop.
3. If You are responsible for deactivation, it must be completed within one (01) hour.

7.13 USSD-based Services (where applicable)

1. If USSD is used to deactivate, the unsubscribe option shall be in the main loop; if You are responsible for deactivation, it must be completed within one (01) hour.

7.14 Activation Timelines (where You are responsible)

1. USSD based – activate within 30–40 seconds;
2. SMS based – activate within ≤120 seconds;
3. IVR based – activate within ≤10 seconds.

8. Obligations of Dialog

1. Be responsible for the implementation and maintenance of the technical infrastructure to allow Subscribers to access the Hosted Services via its Platform;
2. Be responsible for collection and billing of revenue from its Subscribers.

In the event of Licensed Content operation failures (e.g., system down, link fail) and if a Subscriber has been charged during such failure as identified by DIALOG, DIALOG may notify such Subscriber and may refund the charged sum at its discretion.

9. Mutual Covenants

1. The Parties agree that You as the Content Provider shall be solely liable to Subscribers who access the Hosted Services and Licensed Content and for all obligations and liabilities pertaining to such use. You shall indemnify DIALOG for any claims arising out of Your liability toward Subscribers.
2. DIALOG shall have the sole right and discretion to remove a Subscriber, including Subscribers who have not used/accessed the Services for a continuous period of ninety (90) days.

10. Indemnity

1. You shall indemnify DIALOG against any and all loss, costs, expenses and liabilities caused to DIALOG whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach by You of any one or all of the terms, conditions and warranties hereof.
2. In the event of such a claim, You shall, at Your expense, defend or settle any such claim brought against DIALOG and shall pay all damages, attorney's fees and costs incurred and/or awarded against DIALOG, provided DIALOG gives written notice within three (03) weeks of receipt of any written communication relating to an alleged infringement. You shall be entitled to defend and settle at Your discretion; DIALOG may not settle without Your prior written consent. DIALOG will give assistance and information as reasonably required.
3. This clause shall survive expiry or termination of the Agreement.

11. Termination

1. Either Party, by giving thirty (30) days’ written notice, may terminate this Agreement if:
   1. Either Party commits a breach of any terms and conditions and such breach is not remedied within the notice period; or
   2. The other becomes insolvent, goes into liquidation, makes an arrangement with creditors, or has a receiver appointed.
2. Without prejudice to other rights, DIALOG may terminate at any time by giving thirty (30) days’ prior written notice without giving any reason whatsoever.

12. Effects of Termination

1. Subscribers shall no longer have access to the Service and DIALOG shall apprise Subscribers accordingly.
2. On termination:
   1. Neither Party shall represent the other in any dealings or act in a way that implies ongoing relationship;
   2. Parties shall refrain from using each other’s name or trademark except where prior written permission has already been obtained.

13. Governing Law and Dispute Resolution

The Agreement and Terms and Conditions shall be governed by and construed in accordance with the laws of Sri Lanka and are subject to the exclusive jurisdiction of the Courts of Colombo.

14. Confidentiality

1. You shall keep in strict confidence all commercial and technical information acquired from or concerning DIALOG under or in connection with this Agreement (“Confidential Information”) and not utilize or disclose it except as contemplated herein or with DIALOG’s prior written consent.
2. DIALOG shall be entitled to audit the controls, security measures and safeguards applied by You with regard to the Confidential Information disclosed.
3. The confidentiality obligations survive indefinitely notwithstanding expiry or termination.

15. Force Majeure

1. If either Party is temporarily rendered unable, wholly or in part, by Force Majeure to perform its duties or accept performance, the affected Party shall give immediate notice giving full particulars.
2. Duties affected shall, with the approval of the other Party, be suspended during the period of disability and removed with reasonable dispatch.
3. If performance is delayed for over forty‑five (45) days due to Force Majeure, the Parties shall review in good faith the desirability and conditions of terminating this Agreement.
4. “Force Majeure” includes acts of God, strikes, war, riots, epidemics, pandemics, civil disturbances, explosions, fire, floods, earthquakes, storms, lightning and other similar causes beyond the Parties’ control.

16. Notices

1. Any notice for the purpose of the Agreement shall be given in writing in English.
2. Notices shall be deemed served if sent by email, registered post or courier to the given address.
3. Dialog may change or revise these Terms and Conditions by posting a revised version on this Website without prior notice. Any other specific notice shall follow clause 16.2.

17. Mandatory Clauses

The Content Provider shall comply with Anti‑Bribery and Corruption, Data Protection and Privacy and Information Security clauses at https://www.dialog.lk/legal and, where applicable, the Ideabiz Terms and Conditions available at http://docs.ideabiz.lk/en/Terms_and_Conditions or as otherwise determined by DIALOG.

18. Business Continuity and Disaster Recovery

You must establish and maintain appropriate business continuity and disaster recovery plans for the duration of this Agreement to ensure service performance without material interruption. Provide copies to DIALOG upon request.

19. General

1. No exercise or failure to exercise any right shall constitute a waiver of such right.
2. If any provision is declared void, illegal or unenforceable, Parties shall amend it reasonably; remaining provisions continue in full force.
3. References to any right/obligation apply during the term unless by nature they survive termination or expiry.
4. No modification, amendment, variation or waiver is valid unless in writing and signed by the Parties.
5. Rights and obligations apply during the period of this Agreement; accrued rights/obligations survive termination.
6. This Agreement (including these Terms and Annexures) constitutes the entire understanding and supersedes prior agreements relating to the subject matter.
7. This Agreement does not create principal–agent, joint venture or partnership. Neither Party may bind the other.
8. The Content Provider shall not assign, transfer or delegate obligations, rights or responsibilities without Dialog’s prior written consent. DIALOG may assign, transfer or delegate its rights, obligations or responsibilities, in whole or in part, to any affiliate or third party without prior written consent of the Content Provider.