IoT SIM Service Provision Terms & Condition

WHEREAS:

• Customer intends to purchase, and Iotie Connect intends to provide IoT Services which enable global mobile data access and network level media processing for Internet of Things (IoT) device data (“Services”);
• These Services are described on our IoT Service Description web page that can be located at https://www.iotie.com/iotie-global-iot-network-service-description/ which together with this IoT SIM Terms & Conditions Agreement and any Orders shall constitute the Agreement (“Agreement”); 

NOW THEREFORE, the Parties agree as follows:

1.         Definitions

The following terms, in singular or plural form, as used in this Agreement shall have the following meanings:

2.         Services

2.1.         IoTie Connect Ltd (Provider) agrees to provide the Services per these Terms & Conditions. The provision of each Service will be for the Customer’s use in the Territory as indicated in the relevant customer pricing document, IoTie customer portal or Order (as applicable).

2.2.         Provider shall provide each Service from the commencement date(s) as agreed upon in the Order or customer service contract.

2.3.         The Customer shall be allowed to grant a right to use the eSIMs solely to End Users. The Customer shall remain responsible for the use of the eSIMs by End Users. 

2.4.         The Customer warrants that it will not use the Services or allow its customers or any End Users to use the Services: (i) in any fraudulent manner, or in violation of any laws or regulations, (ii) in such a manner that the eSIM cards are implemented in systems other than the intended Customer Device for the approved use case, and (iii) in any manner that is not consistent with the approved use case.

2.4.1       In addition, for any usage in the United States, Customer warrants that it shall not resell the Service or allow any resale of the Service to international or US based telecommunications carriers or to their Value Added Distributors or to MVNO/resellers of wireless communications services.

2.4.2       The Customer warrants it will not authorise or permit End Users to resell the Services.

2.4.3       Any violation of this section shall be considered a material breach and notwithstanding any other provisions herein, Provider may terminate a customer services contract or order immediately upon discovery of such breach.

2.5          The Customer shall immediately notify Provider of any violation of section 2.4 by its customers or by End Users of which it becomes aware.

3.         General Provisions

Relationship between Parties

3.1.         No rights may be derived from these Terms & Conditions to act legally on behalf of the other Party, unless the Parties explicitly agree otherwise in writing. These Terms & Conditions are not intended to and shall not be interpreted as giving rise to any corporation, association or partnership.

3.2.         These Terms & Conditions do not result in any transfer of ownership of hardware or equipment.

3.3.         Provider may sub-contract the performance of any of its obligations under these Terms & Conditions. Notwithstanding any sub-contracted obligation: (i) Provider is responsible to the Customer for the performance of the Services and the observance of the obligations under these Terms & Conditions and (ii) Provider will remain the Customer’s single point of contact for all matters related to the Services, unless agreed upon otherwise in writing.

General

3.4.         In the event of, and only to the extent of, any conflict between the various documents in this Agreement, the following will be the order of precedence:

• First, the applicable Order; then
• The applicable Annex; and finally
• These Master Terms & Conditions.
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• If a particular provision in a lower ranked document specifically states that it overrides or supersedes a particular section of a higher ranked document, said provision in the lower ranked document shall prevail.
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3.5.         If one or more provisions of these Terms & Conditions is wholly or partly invalidated, these Terms & Conditions shall remain in force without the invalid provisions as long as the Parties can agree to undertake to replace the invalid or non-binding provisions as soon as possible with valid provisions.

3.6.         Except as otherwise provided in these Terms & Conditions, no amendments shall have any force or effect unless it is in writing and signed by the duly authorised representative of both Parties.  The waiver of a breach of any term or condition of these Terms & Conditions will not constitute the waiver of any other breach of the same or any other term.  To be enforceable, a waiver must be in writing and signed by a duly authorised representative of the waiving Party. 

3.7.         These Terms & Conditions shall apply to all IOT related offerings and agreements wherein Provider delivers Services to the Customer. The applicability of any other general or special terms or conditions is expressly rejected.

3.8.         Neither Party will have the right to assign these Terms & Conditions or an Order without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party is entitled to assign any rights or obligations pursuant to these Terms & Conditions without the prior written consent of the other Party (i) in connection with any merger, consolidation, recapitalisation or reorganisation involving in each case the sale of all or substantially all of the capital stock or assets of such Party, and (ii) if said rights and obligations are assigned to such Party’s parent company or any other company within its group of companies.

3.9.         The titles and headings in these Terms & Conditions are for reference only and are not meant to create any limitation or expansion to the meaning of any provision. 

4.         Standards Compliance, Network Developments and Service Maintenance

4.1.         Provider will use reasonable efforts to ensure the provision of Services is in accordance with applicable standards and legislation. Provider shall give notice to the Customer if, as a result of (a change of) applicable standards and legislation (“Change in Law”), Provider is unable to provide the Services without the assistance of the Customer. The notice shall give details of the issue concerned and the activities to be undertaken by the Customer in order to ensure that the Services are provided in accordance with applicable standards and legislation. If the Customer, for whatever reason, is unable or unwilling to provide the required assistance, (as an alternative to any applicable termination rights under this Agreement) the Parties may re-negotiate the (relevant parts of the) Agreement.  During such negotiations, the Customer shall not oblige Provider to comply with the terms of this Agreement which conflict with the applicable standards and legislation.  Notwithstanding the foregoing, Provider may in its discretion choose, upon 60 days written notice, to terminate these Terms & Conditions if as a result of the Change in Law it is no longer economically feasible to provide the Service.

4.2.         The network may be modified at any time. Provider will inform the Customer in a timely manner, unless Provider is not reasonably able to do so, about:

• modifications to the technical properties and possibilities of a network; and
• modifications to the geographical coverage of the network;

insofar as any modification has a material impact on the Services or the Customer Device.

4.3.         The Parties will cooperate with each other to provide information needed to ensure that the Services are maintained and continue to function properly.

4.4.         Provider does not warrant that the Services will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from the use of the Services. Except for the foregoing, the Services are provided “as is” and Provider disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

4.5.         Provider will provide the Customer with technical support services in accordance with Provider’s service description.  

4.6.         Customer agrees to use the Mobile Station International Subscriber Directory Number (MSISDN) that is assigned to the eSIM in compliance with the usage assigned to this number.  

5.         Data Protection

                Provider shall access, collect, store, retain, transfer, use or otherwise process data (including traffic data) relating to the Customer: (a) for the purposes of providing the Service under the Agreement and (b) for the purposes of detecting and combating fraud, billing and to derive general information from the Customer’s traffic figures.  In regards to the Service and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and the Data Protection Act 2018 (collectively “Data Privacy Laws”), Provider is neither controller or processor, but only transit provider.

6.         Export Controls

                The eSIMs, and the Service and related technology (the “Technology”),  provided under this Agreement may be subject to UK, European Union and US export control laws and regulations including the US Export Administration regulations and other associated regulations as may be amended and supplemented from time to time (hereafter collectively referred to as “Export Regulations”). Customer agrees and represents that it will comply fully with all such Export Regulations.  Customer shall not (i) export, re-export or transfer any eSIMs or Technology to (a) any countries that are subject to US embargoes (which as of the Effective Date includes the following countries subject to change: Iran, Syria, North Korea, Cuba, Sudan, Russia and the Crimean region of Ukraine or any other country currently subject to trade embargoes in violation of the Export Regulations, (b) any customer,,End User or other individual to whom exports are prohibited under any Export Regulations, including individuals listed on the US Treasury Department list of Specifically Designated Nationals, or the US Department of Commerce List of Denied Persons or Entity List, (c) to any customer, individual or End User who controls or is controlled by an individual person or entity to whom exports are prohibited under any Export Regulations, (d) to any end use prohibited by Export Regulations, including without limitation nuclear, chemical or biological weapons proliferation, or (e) any country for which an export license is required without first obtaining the license from the applicable governmental agency; and (ii) refrain from taking any actions in connections with eSIMs that would cause IoTie or any IoTie Affiliate to be in contravention of any Export Regulations. 

7.         Suspension of Services and Use of Content

Suspension of Services

7.1.         Provider shall have the right to suspend Service wholly or in part if: (i) the Customer fails to meet any obligation towards Provider under these Terms & Conditions and (ii) Provider notifies the Customer of such failure.  Provider may, at its discretion, provide Customer with a reasonable amount of time to remedy the failure prior to suspension.

7.2.         Provider shall have the right to suspend a Service in part for the purpose of routine maintenance. Provider shall keep all such maintenance to a minimum and will use reasonable efforts to notify the Customer, in advance, of such maintenance activities including details regarding the Services and locations that may be impacted.

7.3.         Notwithstanding section 7.1, Provider is also authorised to suspend the Services in whole or in part based on provisions elsewhere in these Terms & Conditions and in the law:

• if the Customer or End User acts in such a way that this behavior can be seen as harassment, stalking, threat or obscene towards third parties; or if any End user is abusing or misusing the Service such that it is creating an adverse impact on a roaming partners network. However, Provider will make every effort to notify the Customer in advance of such suspension, to cease such behavior and refrain from it in the future and the Customer has not complied with this request; or:
• if Provider receives a formal request to that effect from the authorities.
• in case of fraud or a regulatory violation committed by an End User on the networks of roaming partners.
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• 7.4.         The obligation to pay charges shall continue to exist throughout the period of suspension such that in addition to the payment of any accrued charges, the Customer shall also be responsible for   payment of the eSIM suspension charges that are set forth in the customer pricing agreement (Annex A), customer order form or portal, if applicable. The suspension will be lifted if the Customer has fulfilled all obligations within a period specified by Provider. Reconnection costs may be charged for lifting the suspension.
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• 7.5          If Provider has a reasonable belief that Customer may have violated Section 6.
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• Use of Content
• 7.6.         The Customer will duly notify End Users that they are not allowed to use the Services to perform illegal activities or use the Services in any manner that constitutes a criminal offence or an unlawful act in relation to Provider or third parties, including but not limited to, a possible breach of any intellectual property rights held by a third party. Customer will also duly inform End Users that they may not send unsolicited messages to other users of a network.
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• 7.7.         The Customer shall indemnify Provider and hold Provider harmless from all claims and damages, arising out of a third party claim as a result of the content, publication or use of the Services by End–Users constituting a criminal offence or an unlawful act in relation to Provider or third parties.
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• 7.8.         The volume or rate of messages could be restricted and delayed or refusal to forward messages promptly will be part of the Services due to the nature of the Service or the technology used, or in order to reasonably prevent the transmission of large volumes of unsolicited messages.
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• 7.9.         The Customer acknowledges and agrees that the use of content or information services and the possibility to send messages may be blocked, temporarily or otherwise, due to measures taken by mobile network operators in order to prevent the (further) dissemination of information that constitutes a criminal offence or may be unlawful in relation to third parties.
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• 8.         eSIM Cards
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8.1.         The risk of loss, title, theft, damage, usage and misusage of eSIM cards is transferred from Provider to the Customer upon shipment to the Customer’s premises or to a destination decided by the Customer.

8.2.         The Customer shall properly protect the eSIM card against unauthorised use, theft or damage. The eSIM card security codes must not be disclosed to unauthorized third parties and may not be kept on or in the immediate vicinity of the eSIM card. The Customer shall obey any reasonable instructions coming from Provider or its suppliers, related to the use of an eSIM card, in case of alleged fraud, possible misuse etc.

8.3.         Provider shall have the right to exchange an eSIM card issued to the Customer for a new eSIM card if the technical components of eSIM cards are modified, or if the technical components of a particular eSIM card become outdated. Provider and the underlying mobile network operator also have the right to modify, remotely or by another method, the technical components or settings of an eSIM card issued to the Customer.

8.4.         Provider does not warrant that the eSIM cards will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from the use of the eSIM cards.  Except for the foregoing, the eSIM cards are provided “as is” and Provider disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

8.5.         The quantities for the First eSIM Order and any additional eSIM commitments are listed in a customer pricing agreement (Annex A), customer order form, or IoTie customer portal.  When the Customer does not order the number of eSIM cards per the eSIM commitments for reasons attributable to Customer, Customer shall reimburse Provider for the remaining number of eSIM cards.

8.6.         Ordering eSIM cards has to be done via (written) Purchase Order or via the portal. Delivery time can take up to 10 (ten) weeks for eSIM cards with an existing profile.  If the Customer provides a timely forecast to Provider, the delivery time of eSIM cards may be shortened to 8 (eight) weeks. Based on the forecast, the eSIM cards will be made available based on a best effort obligation. eSIM cards with custom artwork have a longer delivery time. The delivery time of eSIM cards with custom artwork will be discussed between Customer and Provider.

8.7.         If during the production process the eSIM card cannot be activated as a result of Dead On Arrival (DOA), Provider will replace the eSIM card free of charge. Provider must be notified within one month after the DOA has been detected. If the eSIM card malfunctions after the production process, Provider can replace the eSIM card for a fee and Provider will issue a new eSIM card.

8.8.         In case a eSIM card is continuously active on a third party mobile network and Customer has not purchased a permanent roaming service from Provider for the destinations in question, if such behavior is not acceptable to the associated network operator and/or local regulator, Provider shall inform Customer. If a solution cannot be mutually agreed by the Parties, the applicable eSIM card may be disconnected and any surcharges which may be imposed on Provider shall be passed through to Customer. Parties acknowledge that Provider is not responsible for any liabilities resulting from a disconnection.  

9.         Hardware

9.1.         The Customer shall be responsible for obtaining and maintaining (or procuring that its End Users obtain and maintain) any hardware and any other equipment and ancillary services needed to connect to, access or otherwise use the Services (“Hardware”).

9.2.         The Customer shall be responsible for ensuring that the Hardware shall meet the applicable regulatory requirements. The consequences, including possible financial consequences, of using devices that do not meet these requirements are at the expense and risk of the Customer. Hardware can have different functionalities, which can have implications for the use of options of Services. Provider may decide that specific Hardware may only be used in combination with specific portions of the Service.

9.3.         The Customer shall also be responsible for maintaining the security of the Hardware, Customer account, passwords (including but not limited to administrative and user passwords) and files, and the Customer shall be fully responsible for all uses of Services (and all associated charges), with or without Customer’s knowledge or consent and whether or not authorized by Customer.

9.4.         Customer agrees that all Hardware to be used with an eSIM card shall be certified. Provider requires that the modem in the device must meet all network certifications required by applicable country regulations and by local mobile operators in the country(ies) where the End User device will be used.  It is the Customer’s ultimate responsibility to be aware of any certification requirements for its customers and End Users, though Provider may provide Customer with any certification requirements of which it is aware. Customer acknowledges that any failure to have its equipment properly certified could result in Service interruptions and Provider shall not be liable for said Service interruptions. Provider will inform the Customer about further requirements regarding the device software implementation. The Customer is responsible for the certification. Uncertified Hardware will not be accepted on the Provider network. If the Hardware is not certified within 6 months, Customer will notwithstanding any other provisions herein, be liable to Provider for any costs, penalties, fines and other charges incurred by Provider as a direct result of Customer’s breach of this section 9.4.  Customer also understands that they are advised to perform the tests specified in the Provider’s Global IoT Services customer M2M device certification test plan to understand technical and feature compatibility with the Provider’s Global IoT Services.  Notwithstanding, Customer IoT customer devices must adhere to the following GSMA recommendations for cellular network devices:

• GSMA, Apr 2020. TS.34 IoT Device Connection Efficiency Guidelines

https://www.gsma.com/newsroom/resources/ts-34-iot-device-connection-efficiency-guidelines

• GSMA, Jun 2018. TS.35 IoT Device Connection Efficiency Test Book v4.1

https://www.gsma.com/newsroom/resources/ts-35-iot-device-connection-efficiency-test-book-version

9.5.         If a eSIM card has been terminated, Customer is responsible for the subsequent behavior of the Hardware in relation to possible traffic or (mobile) usage. The Hardware must be designed to  properly act on an “unknown subscriber” response from the HSS/HLR and cease network connection attempts.  If the Hardware continuously attempts to reconnect to the network, Provider shall inform Customer. Customer shall remedy this situation within one calendar month of the notification. Should Customer fail to remedy the situation, then Provider will be entitled to charge Customer any monthly fee(s) applicable to the applicable eSIM card(s) which has been terminated. This fee will be increased by 10% for subsequent months until the situation is remedied by Customer.

10.       Charges

10.1.       The applicable prices (excluding taxes) for the ordering of eSIM cards and other charges are set out in the customer pricing agreement (Annex A), customer order form or IoTie customer portal.  Notwithstanding any other provisions herein, Customer is responsible for paying to the applicable government entity any withholding taxes associated with this Agreement in their respective countries, and any such withholding or payments shall not change amounts due to Provider pursuant to this Agreement. Customer shall fully indemnify Provider with respect to any claims or demands associated with withholding amounts.   

10.2.       Unless otherwise agreed in writing, the Customer will pay all charges in connection with the shipment of eSIM cards, including without limitation transportation charges, insurance premiums, duties, costs of compliance with export and import controls and regulations, and other governmental assessments. 

10.3.       Provider is entitled to amend the prices, charges and tariffs included in the Annex(es), where applicable.

10.4.       The Customer shall be responsible for all usage of an eSIM as set forth herein if an eSIM block, termination or suspension has not been requested.

10.5        Customer will not be responsible for the usage of a specific eSIM if the Customer had previously requested, consistent with the requirements herein, that the eSIM be blocked, terminated, or suspended on a particular date and it was not blocked, terminated, or suspended on that date.  Notwithstanding the foregoing, once any such Customer requested blocking, termination, or suspension takes place, any applicable charges set forth in the customer pricing agreement (Annex A) or customer order form for such eSIM blocking, termination, or suspension shall apply.

10.6.       Customer acknowledges and accepts that Provider does not provide any notifications that may be required for consumer mobile services messages since the Service provided herein is not a consumer mobile service.  The Parties agree that the previous sentence includes but is not limited to the absence of any provision of SMS notifications to Customer regarding monthly data usage, or notices regarding the applicability of roaming tariffs when Customer Devices cross borders.

11.       Payment and Billing

11.2.       Provider will send a monthly invoice to the Customer covering eSIM rental charges a month in advance (monthly in advance) with overage charges calculated a month in arrears and containing the amounts payable by the Customer.  All invoice payments are due within seven (28) days from receipt of the invoice (“Due Date”). Each invoice will specify, in reasonable detail, a description of each charge or category of charges.  All payments shall be made in GBP unless agreed otherwise.  The fees stated in the invoice shall be paid by the Customer by the Due Date via wire transfer to the bank account mentioned on the invoice or via direct debit.. 

11.3.       If an invoice is not paid by the Due Date, Provider reserves the right to charge interest at a rate of one and one-half percent (1.5%) per month on all outstanding amounts.

11.4.       Where payments have not been made by the Customer by the Due Date, Provider is entitled to refuse any new Order placed by the Customer and Provider is entitled to suspend Services to the Customer in accordance with Article 7, Suspension of Services or terminate the Agreement. Provider will send one written reminder and can disconnect Customer, without additional notification, if Customer fails to pay the invoice(s).

11.5.       Each Party is responsible for any and all bank charges imposed by their respective banks. If Customer has provided Provider with a direct debit authorisation, Provider is entitled to use it from the Due Date of the invoice.

Objections/Disputes

11.6.       Customer may, in good faith, dispute any invoiced amount. Objections to the invoice must be submitted within thirty (30) days of the Due Date. Regardless of whether Customer disputes an invoice, Customer shall pay that invoice by the Due Date.

Guarantee of Payment

11.7.       If required by Provider, the Customer shall execute for the benefit of Provider an irrevocable and unconditional bank guarantee, which can be called on first demand by Provider for the full amount in the event of any breach of the Agreement by the Customer.

12.       Intellectual Property

12.1.       The Parties agree that they are not entitled to use each other’s Trademarks, except and insofar as this is explicitly permitted in writing.

12.2.       Nothing in these Terms & Conditions shall create or constitute an assignment, license, grant or other transfer of any intellectual property owned by either Party prior to entering in to this Agreement.  For purposes of this Section, “Intellectual Property” shall include: (i) rights in, and in relation to, any patents, patent applications, petty patents, utility models, registered designs, design rights, trademarks, trade and business names (including without limitation all goodwill associated with any trademarks or trade and business names), copyright, moral rights, database rights, domain names, topography rights and utility models and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including without limitation any extensions or renewals thereof) and wherever in the world enforceable; and (ii) trade secrets, confidential information and other proprietary rights, including, without limitation, rights to know how and other technical information.

12.3.       All right, title and interest, in Intellectual Property, subsisting in any or all of (a) Provider’s services, software and hardware, (b) data, technical architecture and other information used by Provider or provided or disclosed by Provider to Company during these Terms & Conditions, and (c) other developments, inventions and ideas conceived or made in whole or in part by Provider’s personnel during the course of a contract, are and shall remain owned solely by Provider. During the course of a customer contract, Company may provide input regarding the Provider’s services, software and hardware, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of services, software and/or hardware (collectively “Feedback”). Company acknowledges that all Feedback is completely voluntary and hereby grants to Provider a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, to use, publish, and disclose such Feedback in any manner Provider chooses. Company shall do all things and sign and execute such documents as may be reasonably required to confirm, perfect, protect and enforce such rights, title and interests of Provider, and shall not file any patent application or register any copyright that encompasses or discloses the subject matter of any such rights, title or interests of Provider. Notwithstanding this section 12.3, and for avoidance of doubt, personal data of the Company or its end users is not addressed in this section.  All ownership of such personal data shall be treated consistent with the data protection rules set forth in Section 5.

12.4        The Customer will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, eSIM cards or data related to the Services (“Software”, which term shall be deemed to include any user documentation); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, except for authorised End Users of the Customer; or remove any proprietary notices or labels with respect to the Services. Provider’s supplier of the Services owns and retains all right, title and interest in and to the Services and Software and all related intellectual property rights (except title to the tangible eSIM cards, excluding software, delivered to Customer per Section 8.1).

13.       Liability

13.1.       Provider assumes no liability towards the Customer within the context of the execution of the Agreement, except as stipulated in this section 13.

13.2.       Provider only assumes liability towards the Customer for direct damage resulting from attributable shortcomings, or tort or otherwise, in the following cases and in each case to the maximum amount of:

• damages as a consequence of death or bodily injury, up to a maximum amount of £ 100,000 per incident as well as in respect of any series of events arising out of a single incident or common cause in any 12 months.
• damages as a consequence of damage to property of the Customer as a result of the implementation of the Services, up to a maximum of  £ 100,000 per incident as well as in respect of any series of events arising out of a single incident or common cause in any 12 months.

13.3.       Under no circumstances will Provider be liable towards the Customer for any form of indirect or consequential damage, including but not limited to loss of data, loss of business, turnover or profits, loss of interest as well as resulting claims of third parties.

13.4.       Any damage incurred should be reported in writing as soon as possible, but ultimately no later than 10 business days after it was discovered.

13.5.       Provider shall not be liable for any loss or damages sustained by Customer, its customers or any End Users arising under or related to this Agreement by reason of any failure, interruption or degradation of the Services, except as may be specifically provided for in a Service Annex. 

13.6        Customer shall defend, indemnify and hold harmless Provider and its affiliates, agents, directors, officers and employees from and against any third party claim, suit, demand, loss or damage (including reasonable attorney fees) that may result from arise out of or relate to (i) Customer breaches of representation, warranties or covenants contained in these Terms & Conditions; and (ii) any damages or injuries to any person or property arising out of or in connection with these Terms & Conditions. 

14.       Confidentiality

14.1.       The Parties shall observe secrecy with regard to all Confidential Information that they obtain from the other Party in connection with the execution of the Agreement, and will take all reasonable measures to protect the confidentiality of such information as if it were their own Confidential Information, and shall not disclose this information to third parties without the prior written consent of the other Party.

14.2.       The obligation to maintain secrecy referred to in the paragraph above, does not apply in respect of:

• information that is generally known or publicly accessible;
• information that was already in the possession of the recipient before it received the Confidential Information;
• information that has been developed independently by the recipient or has been obtained from a third party that was legally entitled to provide this information;
• information that is required to be made public on the grounds of any statutory, legal or similar obligation, including information that is required to be made public within the context of obtaining or retaining a listing on a stock exchange.
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14.3.       The Parties are entitled to make Confidential Information available to their employees or professional advisors and in the case of Provider to its contractors and sub-contractors, insofar as such is necessary in relation to the implementation of these Terms & Conditions, provided they ensure that these persons observe a similar level of secrecy as required under the terms of this Section 14.

14.4.       The stipulations laid down in this section 14 remain applicable until 2 years after the termination of the customer IoT contract.

14.5.       The Parties will only make statements about their collaboration public (including the publication of press releases) upon mutual consent.  The Customer herewith gives permission to be listed as a customer of Provider. If one of the Parties wishes to make any publication or press release which involves reference to the corporation between the Parties other than the mentioning as a customer or as a supplier, it is required to obtain the written consent of the other Party.

15.       Term, Termination, Early Termination and Dissolution

15.1.       These Terms & Conditions shall come into effect on the signature of a customer pricing agreement (Annex A), customer order form or portal registrations (Effective Date) and continue in force for the life time of the customer contract.

15.2.       Any Order with regard to an eSIM, which is purchased or renewed under these Terms & Conditions, will be subject to the Minimum eSIM Term as reflected in a customer pricing agreement (Annex A) customer order form or IoTie customer portal.

15.3.       Any eSIM may be terminated by either Party on or after expiry of the eSIM Minimum Term. If the Customer terminates any eSIM before expiry of the eSIM Minimum Term, the Customer will pay to Provider the applicable eSIM Early Termination Fee as set forth in the customer pricing agreement (Annex A) customer order form, or as detailed in the IoTie customer portal for each eSIM thus terminated. 

15.4.       If a Customer terminates a contract early for any reasons other than a material breach by Provider, or if Provider terminates the customer contract early in accordance with sections 2.4.3, 11.4 or 15.7 (“Early Agreement Termination”), in addition to the Early eSIM Termination fees, Customer shall pay all applicable minimum monthly fees (i.e. committed fees), minimum monthly usage fees (i.e. committed usage fees), NRCs, MRCs, and VPN fees as set forth in the customer pricing agreement (Annex A) customer order form or as detailed in the IoTie customer portal that should have been paid had the contract not been terminated early for all the months remaining in the applicable term.  Payment shall be made in a lump sum as of the contract termination date.

15.5.       Notwithstanding any other provisions herein, upon termination of the customers contract Initial Term or any subsequent terms, Early Termination Fees as set forth in the customer pricing agreement document (Annex A) customer order form or via the IoTie customer portal will apply for all eSIMs that have not fulfilled the eSIM Minimum Term. Payment shall be made in a lump sum as of the contract termination date.

15.6.       Each Party has the right to terminate a customer contract and all Orders in place immediately and without judicial intervention, in the event that the other Party files or has been asked to file for a declaration of bankruptcy, or has become insolvent, admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or if the other Party is dissolved; or if the other Party materially breaches these Terms & Conditions and the breach is not cured during the notice period of 30 (thirty) days or other applicable cure period as set forth herein.

15. 7       Provider has the right to terminate a customer contract and all Orders in place immediately if it determines such termination is necessary in order to comply with Export Regulations and/or applicable sanction rules.

15.8.       In addition to the other termination rights included in this Section 15, if Provider’s supplier of Services is – for whatever reason – no longer able to provide the Services, Provider is entitled to terminate any Order, in whole or in part, for the Services or terminate the customer contract upon written notice to Customer which shall be provided within 30 days from the time Provider is made aware of the change. The Parties may discuss and negotiate in good faith a mutually acceptable solution to enable the Customer to continue using the Service.

15.9.     The termination of any Order under this Section shall be carried out by means of a written statement to that effect either by registered post mail, overnight mail with a reputable carrier or by confirmed email.

15.10.     In the event of a termination of a customer contract, including all Orders, the provisions in these Terms & Conditions shall cease to apply, with the exception of the provisions of these Terms & Conditions which, from their nature, do not lapse, including in any case the provisions relating to notice, confidentiality, liability and applicable law.

16.       Customer Obligations to End Users

16.1.       Customer shall be solely and fully responsible for the delivery of service to End Users, shall comply, and require its customers and all End Users to comply, with all applicable data protection, privacy, know your customer requirements and other laws, and warrants it will provide the Service consistent with its obligations under these Terms & Conditions.

16.2.       Customer shall be solely responsible for the provision and support of its service to End Users. 

16.3.       Customer is solely responsible for the contractual relationship with its customers and End Users, and guarantees that it shall impose on its customers and all End Users all requirements which are applicable to the customers’ and End Users’ use of the Services as set forth in these Terms & Conditions.

17.       Applicable Law and Disputes

This Agreement shall be governed in accordance with the laws of the United Kingdom. 

18.       Relation To Previous Agreements

These Terms & Conditions constitutes the entire understanding and agreement between the Parties and supersedes and merges all prior agreements, promises, understandings, statements, representations, warranties, indemnities and covenants, whether written or oral with respect to the subject matter hereof.

19.       Force Majeure

Except for Customer’s payment obligations under these Terms & Conditions, if performance hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of a Party, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference.

 20.         Notices

All notices required or permitted under these Terms & Conditions shall be in writing and regarded as having been given:  (i) when delivered, if sent by hand; or (ii) the date of confirmed delivery, if sent by overnight courier; or (iii) on the date sent, if sent by email.  .