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Effective from 16 Jun 2025

These Service Terms set out the service-specific terms and conditions applicable to the IOT Services (which includes IOT Resale Product, IOT Resale Solution and any other service designated as IOT Services by the Company from time to time) (Service and the term “Services” shall be construed accordingly) to be provided by the Company to the Customer under relevant Order Form (Order Form) (if any), and forms part of the Agreement (as defined in the SA) for the Service.  

Unless otherwise defined below, words and expressions in these Service Terms have the same meaning as set out in the SA and the Service Level Agreement, as appropriate.  

These Service Terms and relevant Order Form will specify which service and which options will apply.

These Service Terms are strictly limited to provision of the Service and shall not apply in respect of any other service(s) that may be provided by the Company to the Customer under any Agreement.

1 Overview 

1.1 These Service Terms are only applicable for the Service(s) provided by the Company and its Affiliates.  

1.2 Except as expressly stated in these Service Terms, all the terms and conditions of the SA are incorporated into these Service Terms by reference, and both Parties agree that they are bound by, and shall observe and comply with, such terms and conditions.

1.3     Definitions and Glossary:  In these Service Terms, unless the context otherwise indicates, capitalised terms shall have the meaning set out below or in the SA::  

APN means Access Point Name.

Commitment has the meaning ascribed to it in Clause 9.2

CSD means Circuit Switched Data.

DCP means Device Connection Platform.

Forecast has the meaning ascribed to it in Clause 9.1

GPRS means General Packet Radio Service.

IoT means Internet Of Things.

M2M means Machine to Machine.

MCC means Mobile Country Code.

MNC means Mobile Network Code.

MO means Mobile Originating.

SIM means Subscriber Identity Module.

SMS means Short Message Service.

SMS-C means Short Message Service Centre.

VPN - Virtual Private Network.

2 Service Provisioning

2.1 The Service provides Customer (who is an operator) with end-to-end connectivity between its fleet of Machines equipped with SIM cards and Customer’s site(s) termination point(s).

i. regardless of the country where the SIM Card is located (as long as there are existing roaming agreements in place with the in-country operators); and

ii. whether the Machine is moving or standing still.

2.2 The Service includes the following elements:

*Standard elements are directly available in the offer.

2.3 **The Optional elements may be subject to specific Customer’s requests and/or to additional charges, which may be agreed between the Parties in accordance with the Order Form. The Service does not include:

i. the supply of communication modems to Customer;

ii. the integration of Service into a Customer Value Added Solution or Customer IT systems; and/or

iii. the supplying of Customer gateways and any implementation on Customer’s equipment.

2.4 The Service can be used directly by Customer (who is an operator) for its own needs (business operations and process, monitoring, control, etc.) or could be integrated by Customer in a turn-key solution offering Value Added Solutions and application to End Users. The Service may include the following Options:

i. Flexible Lifetime;

ii. Multi-Domestic Service; or

iii. any option that the Company chooses to develop.

2.5 The above Options are described in the Service Conditions and/or Order Form that are sent to Customer upon subscription. Customer is informed that the Options are not always compatible between them and subject to restrictions.

3 IOT SIM Cards

3.1 Dedicated SIM Cards and Chips  

i. For mass production, the Company offers a wide range of SIM Cards or Chip form-factors and specifications. Customer selects the type of SIM Card(s) based on its own requirements. A minimum order of 1000 SIM cards batch applies. These are dedicated IoT SIMs and have a specific M2M numbering range.

ii. For pre-production, pilot phase or for test purposes, Customer may order other form factors and quantities. This is subject to further analysis and/or additional charges, which may be agreed between the Parties in accordance with the Order Form.

3.2 SIM Cards and Chips Portfolio 

The types of SIM Cards that can be provided are as follows:

i. IoT SIM Form-Factor (2FF/3FF)

The IoT SIM Cards are ETSI normalized (TS 102 221) and ROHS compliant.

ii. IoT SIM Cards Chip (MFF2)

The IoT SIM Cards chips are ETSI normalized (TS 102 671) and ROHS compliant.

The format is fully standardized (VQFN-8A), compatible with "pick & place" process, and anti-theft mechanism (soldered and unusable in a standard device).

iii. SIM Card Shipments

Upon the signed Order Form provided by Customer, shipment of SIM Cards may take up to [12] weeks from the date of receipt from the manufacturer. Additional local delays may occur due to Taxes and customs administration or any specific requirement from Customer.

4 SIM Cards Provisioning & Network Features

4.1 Subscription packages define the commercial relationship between the Company and Customer for each SIM. The packages are defined by a combination of potential configurations of the roaming profile, bearer service and price profile:

i. Roaming profile: list of countries where connectivity is allowed for the Machine.

ii. Bearer service

iii. APN access: for subscription packages to contain the relevant access information to establish data sessions. Various packet data settings are available:

· The Company Shared APN or Customized APN’s name with private IP addresses.

· Customer dedicated/private APN.

· Multiple APNs: can be used depending on the ability of the IoT device to manage several APNs.

iv. Pricing profile: to contain the relevant rating information to accurately invoice the subscription consumption, according to the specifications in the commercial agreement.

**Note: The "Test Ready Mode" allows rating to use bulks and caps included in the base connection fee. It is suspending Recurring Charges for the period/conditions when the device is supposedly being manufactured and tested.

Configuration of the subscription packages is performed in accordance with the contractual and commercial agreements. All the configuration information must be provided before the Customer's on-boarding phase.

5. Test & Prototype SIM Cards

i. Upon agreement with the Company, Customer can be provided with Test SIM Cards or Prototype SIM Cards in order to test the Service or evaluate its operations integration prior to entering the production step:

ii. Test SIM Cards: an agreed number of SIM Cards based on a pre-defined profile are provided free of charge to Customer for test purposes; and/or

iii. Prototype SIM Cards: an agreed number of SIM Cards based on a pre-defined profile are provided for an agreed fee to Customer for pre-production evaluation purposes.

The SIM Card Test option and the SIM Card Prototype option will be defined in a separate document prepared by the Company and provided to Customer, describing in particular the conditions of the temporary service, fees, and invoice terms, as applicable.

6. Roaming Coverage

The SIM Cards support pre-defined roaming coverage, always subject to legal and regulatory limitations.

The selection of the appropriate network is automatically performed by the SIM Card depending on the supported and priority networks (steering rules) defined by the Company.

The Roaming coverage described above is subject to change at any time.

7. IoT Connectivity Management Platform

The Company provides Customer access to the IoT connectivity management platform and fleet management tools: to operate the Service and monitor SIM Cards’ activity through the core network.

The Customer can manage and monitor the elements of the Service through an API or a web-based self-service portal.

The IoT service may be used 24 hours a day, 7 days a week.

8. Commitment and Forecast

8.1 Forecast

i. Customer shall provide, and maintain from time to time, a reasonable forecast of the quantity of the SIM Cards and SIM Profile to be purchased in a period (the “Forecast”).

ii. Customer shall notify the Company immediately once it recognizes that its forthcoming purchase will significantly depart from the Forecast.

iii. Despite the non-binding nature of the Forecast, Parties expressly agree that the Company is entitled to adjust the Charge(s) anytime upon the occurrence of any of these:

(a) the actual purchase of the Customer significantly departs from the Forecast;

(b) Company has reasonable ground to believe that the Forecast is unreasonable and impossible to be met by the Customer in the relevant period; or

(c) the Customer significantly reduces the quantity of purchase in its Forecast by  short notice at a time when the Company has already commenced  preparation for the  quantity of purchase under the original Forecast (e.g., incurring cost and/or expense).

iv. Parties expressly agree that, if no commitment has been set, the Forecast shall be used for calculation of Termination Fee pursuant to the terms in the SA.

8.2 Commitment

i. Notwithstanding the Forecast, Parties may agree upon a minimum commitment of quantity of the SIM Cards and SIM Profile to be purchased in a certain period (the “Commitment”).

ii The Customer is bound by the Commitment to purchase/order the quantity as required by the Commitment from the Company over the relevant period.

iii If the Customer fails to meet the Commitment by the end of the relevant period, the Company shall be entitled to invoice the Customer, in the month after the expiry of the relevant period, for the shortfall between the actual quantity of purchase and the quantity as required by the Commitment.

8.3 For avoidance of doubt, Forecast and/or Commitment may be in any format, by Order Form or any other written form as agreed by the Parties from time to time.