Terms and Conditions

Article 5: Payment

5.1 The payment must be made pursuant to the agreed payment period and always within 14 days of the delivery, without any discount, debt settlement or suspension of payment in euros, by way of bank transfer into a bank account as instructed by the Seller. The Seller can demand a full or partial advance payment from the Purchaser.
5.2 If the Purchaser does not accept the sold items as a result of a circumstance of the Purchaser, the Purchaser will be sent or given the invoice for the sold items immediately, which is payable immediately without discount, compensation or suspension of payment. The due date of this invoice is the date of invoice.
5.3 The Purchaser is in default without requiring a notice of default of the Seller.
5.4 The Seller retains the right to invoice statutory interest from the day that the Purchaser is in default.
5.5 All the extra judicial costs of the Seller from the moment of default are payable by the Purchaser. These costs amount to 15% of the payable amount with a minimum of EUR 350. If the Seller has incurred substantively higher costs, the Purchaser must pay these higher costs.
5.6 Any payments made by the Purchaser will always first be used to pay for all the interest and costs due, and secondly to settle the payable invoices which have been outstanding the longest, even if the Purchaser states that the payment relates to an invoice of a later date.

Article 6: Clauses

Clauses, agreements and arrangements between parties only apply if this has been explicitly been confirmed in writing by the Seller.

Article 7: Changes

7.1 If the Agreement is changed, then any subsequent reasonable additional costs are fully payable by the Purchaser; the delivery time can in that case be changed accordingly.
7.2 The Seller is authorised to deliver products that deviate from that agreed in an Agreement, regardless of whether these deviations occur in the products, their packaging or accompanying documentation, if and insofar as (i) this is required in order to comply with applicable legal requirements, (ii) these deviations are slight of nature, or (iii) these deviations result in an improvement in comparison to the products agreed in the Agreement.

Article 8: Delivery times

8.1 An agreed delivery time is not a deadline, unless otherwise is explicitly agreed in writing.
8.2 The Purchaser is in no event entitled to payment of damages, nor for direct, nor for indirect damage resulting from any delay in the deliveries.

Article 9: Delivery

9.1 The delivery takes place at a time that the Products are made available by the Seller to the Purchaser at the agreed delivery address. Transport and insurance are arranged by the Seller. The moment the items are made available to the Purchaser from the Seller at the agreed delivery address the risk of the purchased goods transfers from the Seller to the Purchaser.
9.2 The Purchaser is obliged to inspect the Products upon receipt and to make the necessary staff available for this purpose; any costs resulting from the failure to do so will be recharged to the Purchaser. If the Purchaser refuses to purchase or is negligent in providing the information or instructions necessary for the delivery, the Products will be stored for the account and risk of the Purchaser. In that case, the Purchaser will be due all the additional costs, including in any event the storage costs and insurance, pursuant to the fee applicable at the Seller or the local fee.
9.4 Each delay in the delivery as a result of a force majeure (see article 15) enables the parties to dissolve the Agreement without any entitlement to payment of damages, regardless of whether the cause of the delay in the delivery takes place before or after the agreed delivery period.
9.5 The delivery will only take place if and insofar as the Interpolis credit insurance or a similar insurer to be appointed by the Seller grants and continues to grant a credit insurance in this respect.

Article 10: Retention of title

10.1 The goods supplied by the Seller continue to be the property of the Seller until the Purchaser has complied with its obligations with regard to (i) the Products provided or to be provided or the Services performed or to be performed and (ii) any claims due to the Purchaser’s non-compliance of any Agreement concluded with the Seller.
10.2 The Purchaser is not authorised to sell or deliver goods to third parties which are subject to a retention of title, except in his normal business operations with due observance of article 10.4, or to impose any (limited) right on these goods. If third parties intend to impose or claim any right on the Products that are subject to the retention of title, the Purchaser must inform the Seller thereof immediately and inform the third parties immediately of the retention of title the Seller holds on the Products.
10.3 As soon as the Purchaser is in default or there are substantiated grounds to fear that he will be in default, the Seller is authorised to remove the delivered Products or have them removed from the Purchaser or third parties keeping the goods for the Purchaser. The Purchaser must provide his full cooperation including the identification and maintaining identification of the Products subject to a penalty of 10% of the amount owed to the Seller per day, or a part thereof, should this cooperation not be forthcoming.
10.4 The Purchaser must insure the Products that are subject to retention of title against damage and theft and to maintain this insurance and make the insurance policy available for inspection.
The Purchaser must also pledge all his claims on insurers with regard to the Products that are subject to the retention of title to the Seller, as well as his claims on his customers when reselling the Products subject to the retention of title.

Article 11: Complaints

11.1 The Purchaser must check whether the quality and the quantity of the Products are compliant with the Agreement and must immediately inform the Seller in detail and in writing of any damage and/or defects immediately and no later than within 48 hours of the delivery.
11.2 The Purchaser must, after having filed a complaint on time, keep the Products until the Seller has inspected them and has informed the Purchaser in writing of the location where the Products must be returned, as per the instructions of the manufacturer.
11.3 If the complaint is deemed valid, then the Seller must be given the necessary time to replace, adjust, repair or exchange the Products, or take the necessary action, as per the sole decision of the Seller.
11.4 If the complaint is deemed valid, then any subsequent obligations of the Seller are limited to the crediting of no more than the purchase amount to the Seller, or the replacement of the goods in question.
Any further liability is hereby explicitly excluded.
11.5 Complaints involving a slight shortcoming of the Seller do not entitle the Purchaser to suspend the payment and any debt settlement is explicitly excluded.

Article 12: Guarantees

The Seller does not grant an independent guarantee on the Products it has delivered or forwarded. Any guarantee promised by the Seller must only be regarded as a product guarantee of the relevant manufacturer passed on via the Seller to such an extent that the Purchaser does not hold any guarantee claims on the Seller.

Article 13: Liability

13.1 The Seller excludes any liability for direct damage caused by its actions or failure to act, or that of its subordinates and/or third parties it has engaged, unless the direct damage arose as a result of intent or gross negligence of the Seller. The Seller is never liable for any indirect damage, including consequential damage, loss of profit, loss of savings and damage due to business interruption.
13.2 Any liability of the Seller is limited to the invoiced amount of the delivery in question.
13.3 The Purchaser indemnifies the Seller, its staff or any persons employed by or on behalf of the Seller against any claims of third parties for payment of any damage suffered by these third parties, caused by or related to the Products sold by the Seller.
13.4 The Purchaser must indemnify the Seller and fully compensate the Purchaser for any costs, damage and interest, incurred by the Seller as a result of claims of third parties against the Seller with regard to the violation of rights, including the copyright and patent right, as a result of the use of the information or models which have been made available by or on behalf of the Purchaser for the performance of any assignment.
13.5 The deadline within which the Seller can make any claim on the basis of this article is limited to one year after the date of invoice.

Article 14: Force majeure

14.1 A force majeure is defined as circumstances that prevent the compliance with the Agreement and cannot reasonably be attributed to the Seller. Force majeure will in any case include:
– delays or stagnation in the delivery by the suppliers of the Seller;
– incomplete delivery by the suppliers of the Seller;
– strikes, work interruptions, company occupation or shutting out of employees;
– disruption in the company of the Seller due to fire, an accident or other events;
– import and export restriction;
– war, riots, civil unrest, (natural) disasters or catastrophes;
– government intervention.
14.2 During a period of a force majeure all the obligations of the Seller are suspended. If the period in which the Seller is unable to comply with its obligations due to a force majeure lasts longer than two months, both parties are authorised to dissolve the Agreement in writing, without this leading to an obligation to pay damages. When suspending the (partial) performance of the Agreement by the Seller, all the obligations of the Purchaser remain applicable in full. In no event is the Seller liable to pay damages.
14.3 If the Seller has already partially complied with its obligations upon the commencement of the force majeure, or can only comply with part of its obligations, the Seller is authorised to separately invoice the Purchaser for the goods already delivered or the goods available for delivery and the Purchaser must pay this invoice as if it were a separate contract.

Article 15: Termination of the agreement

15.1 The claims the Seller holds on the Purchaser are payable immediately in the following cases:
a. if, after concluding the Agreement, the Seller becomes aware of circumstances that give the Seller sufficient grounds to fear that the Purchaser will not be able to comply with its obligations;
b. if, upon concluding the Agreement, the Seller has requested the Purchaser to provide surety for the compliance of the Agreement and this surety is not provided or insufficient;
c. In the event of liquidation and/or a request for bankruptcy or suspension of payment of the Purchaser.
15.2 In the events as stated in subsection 15.1, the Seller is authorised to suspend the further performance of the Agreement, or to proceed with the immediate termination of the agreement, notwithstanding the right of the Seller to claim full payment of damages.

Article 16: Goodwill

The fact that the Seller will not always and immediately utilises the rights that it may hold on the basis of that stated in the General terms and conditions does not mean that the Seller will not be able to exercise such rights should such events arise at a later date, nor that the Seller will be complied to grant goodwill in similar cases in future.

Article 17: Applicable right and competent court

17.1 All the Agreements concluded by the Seller are exclusively governed by Dutch law, with the exclusion of the Vienna Sales Convention 1980 (Convention on the International Sale of Goods).
17.2 All the disputes arising between the parties from this agreement will exclusively be brought before the competent court in Utrecht.

Article 18: Amendment authority

18.1 The Seller is authorised to amend these General Terms and Conditions unilaterally. These changes take effect on the announced effective date of these changes.
18.2 The Seller will send the amended terms and conditions to the Purchaser on time. Unless another effective date is communicated, the changes will take effect for the Purchaser as soon the Purchaser has been made aware or has been informed of changes.

Article 19: Conversion

19.1 If one or more of the provisions in these general terms and conditions are nullified or removed, these other provisions of these general terms and conditions shall remain applicable in full.
19.2 The parties must meet to replace the nullified or removed provisions with new provisions with as similar a content as possible to that intended by the original provisions. Effective on October 2009.

Article 20: Compliance

20.1 Unethical Conduct. Purchaser represents and warrants that it, its personnel and anyone acting on behalf of Purchaser, will at all times refrain from engaging, whether directly or indirectly, in unethical and/or illegal conduct, including corruption, extortion, money-laundering, tax evasion, fraud and embezzlement and, comply with all applicable anti-bribery and anti-corruption laws and regulations including, but not limited to, applicable local anti-corruption legislation and regulations, the US Foreign Corrupt Practices Act, the UK Bribery Act, and any such other relevant laws.

20.2 Purchaser acknowledges that it is the policy of vendors from the Seller to scrupulously comply with the Foreign Corrupt Practices Act of 1977 (as amended, the “FCPA”) and to adopt appropriate and reasonable practices and procedures that are undertaken in such a manner as to substantially eliminate the potential for violation of the FCPA. Purchaser further acknowledges that it shall be bound by any law, regulation or other legal enactment, that prohibits corrupt practices of the type or nature described in the FCPA and that is applicable to Purchaser in the Territory. Accordingly, Purchaser represents and warrants that in connection with this Standard Terms and conditions and its relationship with Seller, neither Purchaser, nor any director, officer, agent, or employee of Purchaser, nor any other person or entity associated with or acting for or on behalf of Distributor, has and will not, directly or indirectly: (a) promise, offer, or give any financial or other direct or indirect benefit to anyone to secure an improper advantage, including by influencing an act, omission or decision of a Public Official, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, or (iii) to obtain special concessions or for special concessions already obtained, for or in respect of Purchaser or the Products, in each case, in violation of the FCPA or any other applicable law, rule or regulation; (b) establish or maintain any fund or asset that has not been recorded in the books and records of Distributor; (c) knowingly perform any favor or give any gift which is not deductible for foreign or federal income tax purposes; or (d) knowingly agree, commit, offer or attempt to take any of the actions described in clauses (a) through (c) above. Purchaser shall ensure that its personnel and anyone acting on behalf of Purchaser are bound by the foregoing representations and warranties.

20.3 Should Seller or its vendor reasonably and in good faith believe that a breach of the provisions of these sections has occurred or is likely to occur, Purchaser shall at its own cost cooperate fully with Seller to determine whether such a breach has occurred, and, if it is likely to occur, take action to prevent the occurrence of such breach. Seller may, upon written notice, withhold further payments to Purchaser under these Standard Terms and Conditions until such time as it has been determined to Seller’s satisfaction that no such breach has occurred or is likely to occur.

20.4 Purchaser represents and warrants that no Public Official (i) directly or indirectly owns any shares or other interest in Purchaser, or (ii) serves as director, officer, agent, or other representative of Purchaser, other than as specifically disclosed to and approved by Seller in writing prior to the execution of these Standard Terms and Conditions. In the event that Purchaser is a company listed on a recognized stock exchange, the representation and warranty under item (i) of this provision is limited to shareholders owning ten (10) percent or more of the Seller’s outstanding share capital

20.5 Purchaser agrees not to interact with any Public Official on behalf of Seller or its vendors and not to engage any intermediary or subcontractor to engage in such interaction in connection with these standard Terms and Conditions without the prior written consent of the Seller.

STANDARD TERMS AND CONDITIONS
Subscriptions

1. Interpretation

“Activation Test Ready Threshold” means the threshold in kilobytes specified in the Order Form or agreed as part of an Additional Order;

“Additional Charges” means any charges in connection with the provision of the Services, by Comgate to the Client as set forth in the Order Form (as varied from time to time in accordance with these Terms and Conditions) or as otherwise agreed in an Additional Order other than the Subscription Charges and Usage Charges;

“Additional Order” means an order for additional Services placed by the Client and accepted by Comgate in accordance with Clause 9 of these Terms and Conditions;

“Affiliate” means in respect of a body corporate, a body corporate which is its subsidiary, holding company or ultimate holding company, or a body corporate which is a subsidiary of that holding company or ultimate holding company and each such body corporate; set out in the Order Form or any Additional Order, But not the Usage Charges.

“Services” mean the bundle of managed services provided by Comgate to Client under this Contract including the Support Services, the provision of the Goods, and any other services or goods offered by Comgate under this Contract;

“SIM Card” means the card to which a unique number is ascribed which, when used with compatible equipment, enables End-Users to access and use the Services;

“SIM Card Retirement Charge” means a charge per Retired SIM Card equal to the aggregate of:

a) all arrears of outstanding Charges relating to the provision and usage of such SIM Card,
b) an amount equivalent to either:
bi) If the SIM Card is Retired prior to the end of the Minimum Subscription Term for such SIM Card; Client will pay a fee equal to: the Minimum First Year Charge per SIM Card plus the Minimum Annual Charge per SIM Card multiplied by the number that equals the Minimum Subscription Term per SIM Card minus 1, less all Monthly Subscription Fees and Usage Charges previously paid by the Client for such SIM Card;
Or
bii) If the SIM Card is Retired following the completion of the Minimum Subscription Term for such SIM Card, then Client will pay a fee equal to: the Minimum Annual Charge per SIM Card for the relevant year multiplied by the part of the year that has passed until termination (i.e. pro-rata for such year) minus the Monthly Subscription Fees and Usage Charges actually paid by the Client during such year (until retirement of the SIM Card);
c) any Additional Charges under this Contract which would have been due for the remainder of the Minimum Subscription Term for such SIM Card, and
d) interest charges for late payment if appropriate, at the rate stated in Clause 12.4.1;

“Comgate” means trademark Comgate, trademark of Capestone bv, a company incorporated in The Netherlands under number KvK 17252210, whose registered office is at Parkerbaan 2, Nieuwegein or such Comgate Affiliate as may be specified in the Order Form;

“Terms and Conditions” means these terms and conditions;

“Usage Charges” means the variable charges payable by the Client to Comgate for the actual use of GPRS, SMS, and Voice and Circuit Switched Data (CSD) as are specified in the Order Form or any Additional Order and any other variable charges payable by the Client pursuant to the Contract;

“Warranty Period” shall have the meaning ascribed to it in Clause 13.1 of these Terms and Conditions;

“Year” means a period of twelve (12) months from the Contract Start Date specified in the Order Form and each consecutive period of twelve (12) months thereafter during the term of the Contract;

“Device” means a wireless device or other equipment incorporating a SIM Card.

“GSM Gateway” means a device (not designed or adapted to be capable of being used while in motion) designed or adapted to be connected by wireless telegraphy to the network or the wireless telecommunications system of another network operator and used for the purpose of sending and receiving messages or otherwise communicating by means of such other operator’s network or telecommunications system

“IMEI Number” means an international mobile equipment identity number;

“Minimum Monthly Usage per SIM Card” means, per SIM Card, the minimum monthly usage set forth in the Order Form or any Additional Order per SIM Card which is in Commercially Activated State.

“Support Services” means the provision
of Comgate’s standard support services and day to day account management services by Comgate to the Client in accordance with Clause 10;

“Third Party Provider” shall mean any agent, distributor, 3rd party, OEM or integrator or any other third party to whom the Goods are provided, bundled with Client’s value added M2M solution, for ultimate provision to an End User.

“Charges” means the Subscription Charges, Usage Charges, and Additional Charges;

“Client” or “Customer” means the entity referred to in the Order Form to whom Comgate has agreed to provide the Services;

“Commercially Activated State” means a State in which a SIM Card is both (i) able to establish data connections, and (ii) billable. The SIM Card will move to the State of Commercially Activated upon the earliest date of: (i) crossing the Activation Test Ready Threshold in kilobytes specified in the Order Form or agreed as part of an Additional Order; (ii) crossing the Activation SMS Threshold specified in the Order Form or agreed as part of an Additional Order; (iii) crossing the Activation Voice Threshold in seconds specified in the Order Form or agreed as part of an Additional Order or (iv) following the Customer’s request for Commercial Activation in such manner as acceptable to Comgate from time to time;

“Commitment Period” means the Commitment Level period set forth in the Order Form or any Additional Order;

“Contract” means the Order Form and any Additional Orders made from time to time, these Terms and Conditions which are attached as Appendix 1 to the Order Form, and each of the other Appendices attached hereto or thereto.

“Contract Termination Charge” means the aggregate of:
a) all arrears of Charges due but not paid at the date of termination of the Contract; b)an amount calculated as follows:

bi) If the Contract is terminated prior to the end of the Minimum Subscription Term in respect of any SIM Cards ordered by the Client: Client will pay a per SIM Card fee in respect of each such SIM Card ordered equal to: the Minimum First Year Charge per SIM Card plus The number of years of the Minimum Subscription Term (minus 1) for each such SIM Card multiplied by the Minimum Annual Charge for each such SIM Card,less all Monthly Subscription Fees and Usage Charges previously paid by the Client for such SIM Card and any amounts paid pursuant to Clause 11.3 in respect of each such SIM Card.

Plus

bii) If the Contract is terminated following the end of the Minimum Subscription Term in respect of any SIM Cards ordered by the Client: then upon such termination of the Contract, the Client will pay a fee in respect of each such SIM Card ordered equal to the Minimum Annual Charge for each such SIM Card for the relevant year multiplied by the part of the year that has passed until termination (i.e. pro-rata for such year) minus the Subscription Fee and Usage Charges actually paid by the Client during such year for each SIM Card (until termination of the Contract).

c) any Additional Charges under this Contract which would have been due for the remainder of the Minimum Subscription Term for any SIM Cards which have not been previously Retired,

d) interest charges for late payment if appropriate at the rate stated in Clause 12.4.1; and
e) If the Contract is terminated prior to the end of the Commitment Period, then the Client will pay the Minimum Volume Commitment Charge based on the commitment level specified for the end of the Commitment Period as per the Order Form.
All references to SIM Cards in this definition, other than in Subsection (e), shall not refer to previously Retired SIM Cards.

“Coverage Area” means the approximate geographic area specified in Appendix 2 to the Order Form, as may be amended from time to time, within which the Services are from time to time made available by Comgate to the Client as more particularly described in Clause 5 of these Terms and Conditions;

“End-User” means the actual user of the Services;

“Goods” means the SIM Cards, Numbers and Hired Equipment;

“Hired Equipment” means the equipment specified in the Order Form (if any) or any Additional Order;

“Minimum Annual Charge per SIM Card” means, per SIM Card, the minimum annual sum (from the date of order) set forth in the Order Form or any Additional Order to be paid per SIM Card for the Monthly Subscription Fee and Usage Charges which shall be paid regardless of whether the SIM Card has been put into Commercially Activated State:

“Minimum First Year Charge per SIM Card” means the Minimum Annual Charge per SIM Card applicable only in the first year following the ordering of such SIM Card, such amount to be as specified in the Order Form or any Additional Order;

“Minimum Volume Commitment” means the Commitment by the Client to Commercially Activate SIM Cards in such amounts as specified in the Order Form or in any Additional Order.

“Minimum Subscription Term” means such minimum subscription term as specified in the Order Form or in any Additional Order from the time the SIM Card ordered;

“Minimum Volume Commitment
Charge” means such amount to be paid by Client to Comgate pursuant to the Order Form for failure to meet the Commitment Levels specified therein;

“Monthly Subscription Fee” Means the monthly amount specified in the Order Form or any Additional Order to be paid per SIM Card; such amount to be charged when the SIM Card is in the Commercially Activated State, but in any case a SIM Card which has been in the Commercially Activated State at any time during a certain month shall be charged on a pro rata basis for the part of the month starting from the time it has first been in the Commercially Activated State during such month until the end of such month (regardless of whether it has been in the Commercially Activated State during all of such time);

“Network” means the third party mobile public telecommunications system by which the Services are made available by Comgate to the Client in accordance with the Contract;

“Numbers” means the MSISDN number or numbers provided to the Client by Comgate in accordance with Clause 2.1.1;

“Order Form” means the Order Form to which these Terms and Conditions are attached as Appendix 1, pursuant to which the Client orders any of the Services;

“Order Fee” means the fee set forth on the Order Form or any Additional Order, invoiced upon the order by Client of a SIM Card;

“Party” or “Parties” means each of Comgate and the Client;

“Retired State” means a State in which the SIM Card is permanently deactivated;

“SIM State or “State” means the various states of activation that a SIM Card can be set to, including but not limited to Commercially Activated and Retired;

“Subscription Charge” means the aggregate, on a per SIM Card basis of:
a) the Order Fee;
b) the Monthly Subscription Fee; and
c) a monthly charge payable by the Client to Comgate for the supply of any Hired Equipment to the Client as set out in the Order Form or any Additional Order,
But not the Usage Charges.

“Services” mean the bundle of managed services provided by Comgate to Client under this Contract including the Support Services, the provision of the Goods, and any other services or goods offered by Comgate under this Contract;

“SIM Card” means the card to which a unique number is ascribed which, when used with compatible equipment, enables End-Users to access and use the Services;

“SIM Card Retirement Charge” means a charge per Retired SIM Card equal to the aggregate of:

a) all arrears of outstanding Charges relating to the provision and usage of such SIM Card,
b) an amount equivalent to either:
bi) If the SIM Card is Retired prior to the end of the Minimum Subscription Term for such SIM Card; Client will pay a fee equal to: the Minimum First Year Charge per SIM Card plus the Minimum Annual Charge per SIM Card multiplied by the number that equals the Minimum Subscription Term per SIM Card minus 1, less all Monthly Subscription Fees and Usage Charges previously paid by the Client for such SIM Card;
Or
bii) If the SIM Card is Retired following the completion of the Minimum Subscription Term for such SIM Card, then Client will pay a fee equal to: the Minimum Annual Charge per SIM Card for the relevant year multiplied by the part of the year that has passed until termination (i.e. pro-rata for such year) minus the Monthly Subscription Fees and Usage Charges actually paid by the Client during such year (until retirement of the SIM Card);
c) any Additional Charges under this Contract which would have been due for the remainder of the Minimum Subscription Term for such SIM Card, and
d) interest charges for late payment if appropriate, at the rate stated in Clause 12.4.1;

“Comgate” means trademark Comgate, trademark of Capestone bv, a company incorporated in The Netherlands under number KvK 17252210, whose registered office is at Parkerbaan 2, Nieuwegein or such Comgate Affiliate as may be specified in the Order Form;

“Terms and Conditions” means these terms and conditions;

“Usage Charges” means the variable charges payable by the Client to Comgate for the actual use of GPRS, SMS, and Voice and Circuit Switched Data (CSD) as are specified in the Order Form or any Additional Order and any other variable charges payable by the Client pursuant to the Contract;

“Warranty Period” shall have the meaning ascribed to it in Clause 13.1 of these Terms and Conditions;

“Year” means a period of twelve (12) months from the Contract Start Date specified in the Order Form and each consecutive period of twelve (12) months thereafter during the term of the Contract;

“Device” means a wireless device or other equipment incorporating a SIM Card.

“GSM Gateway” means a device (not designed or adapted to be capable of being used while in motion) designed or adapted to be connected by wireless telegraphy to the network or the wireless telecommunications system of another network operator and used for the purpose of sending and receiving messages or otherwise communicating by means of such other operator’s network or telecommunications system

“IMEI Number” means an international mobile equipment identity number;

“Minimum Monthly Usage per SIM Card” means, per SIM Card, the minimum monthly usage set forth in the Order Form or any Additional Order per SIM Card which is in Commercially Activated State.

“Support Services” means the provision of Comgate’s standard support services and day to day account management services by Comgate to the Client in accordance with Clause 10;

“Third Party Provider” shall mean any agent, distributor, 3rd party, OEM or integrator or any other third party to whom the Goods are provided, bundled with Client’s value added M2M solution, for ultimate provision to an End User.

2. Supply of the Services

2.1 In consideration of the payment by the Client from time to time of the Charges in accordance with Clauses 11 and 12 below, Comgate shall in accordance with the Contract and as specified in the Order Form:
2.1.1 provide the Services hereunder; and

2.1.2 grant to the Client for the duration of the Contract, (a)the right to use the Goods provided under the Contract to access and use the Services via the Network and (b) the right to provide the Goods to End Users and to Third Party Providers for ultimate provision of the Services to End Users, provided that at all times such End Users shall receive the Goods and Services bundled with the Client’s value added M2M solution. The SIM Card may only be used in hardware designed to facilitate M2M communication and as accredited for use in the jurisdictions of such use where applicable. The Client acknowledges that the Services and the SIM Cards provided hereunder may be dependent upon the Client, the End User or the relevant Third Party Provider having suitable infrastructure available and on upon the use of an appropriate Device, and in the absence of such, some or all of the Services may be unavailable or may not function correctly. Comgate shall have no liability for such unavailability or failure to function. The Client shall, at all time, ensure that the SIM Cards and the Services provided hereunder are compatible with the infrastructure and the Devices used.

2.1.3 Except as expressly authorized herein, Client shall itself not, and shall not permit Third Party Providers or End-Users or any other person or entity under Client’s direct or indirect control, to: (A) copy, adapt, vary, enhance or modify any portion of the Goods, obscure or amend any symbols, names or trademarks, or add any symbols, names or trademarks to the Goods; (B) take any action designed to defeat the operation of any security measure incorporated in the Services; or (C) use the Services in any manner not specifically authorized by this Contract. Client may only either (i) use the Services for its own use; or (ii) provide the Services to a Third Party Provider for ultimate use by an End User, provided however that such provision to End

User shall be together with and as a part of Client’s value added M2M solution. Client acknowledges and agrees that in no event may the SIM Cards be sold or otherwise provided independently of the Services and other than as part of Client’s value added M2M solution.

2.2 The Client acknowledges and agrees that the Contract shall apply to all Services provided by Comgate to or on behalf of the Client to the exclusion of all other terms and conditions. No terms or conditions delivered with or contained in Client’s purchase orders, Additional Orders, specification, tender documents or any other document, will form part of the Contract. Client specifically agrees that it shall ensure that at all times the Third Party Providers and the End Users shall be subject to contractual terms incorporating the relevant terms hereof and that Client shall be liable to Comgate for any breach by a Third Party Provider or an End User of any of the terms hereof which are applicable to Client as if such terms were applicable directly to such party.

2.3 Comgate’s employees, agents or distributors are not authorized to make any representations, undertakings or give any guarantees or warranties concerning the Services unless confirmed byComgate in writing to form part of the Contract. In entering into the Contract the Client cknowledgesthat it does not rely on any such representations, undertakings, guarantees and/or warranties which are not so confirmed. This Clause 2.3 shall not limit or exclude either party’s liability for fraudulent misrepresentation.

2.4 All information supplied to the Client by Comgate in relation to the Services, and Coverage Area, before or after a Contract is entered into (including without limitation in a tender) and the descriptions and illustrations contained in Comgate’s catalogues, price guides and other advertising media (including without limitation Comgate’s website) are approximate and constitute a general description by way of identification only, and such information and descriptions will not in any circumstances constitute a sale by description, nor will any statement made in any such document, on Comgate’s website or any other electronic media, or any other statement made, whether orally or in writing by or on behalf ofComgate, be deemed to be a representation by which the Client has been induced to enter the Contract. This Clause 2.4 shall not limit or exclude either party’s liability for fraudulent misrepresentation.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, catalogue, acceptance of offer, invoice or other document or information issued by Comgate (including without limitation on Comgate’s website) will be subject to correction without any liability on the part ofComgate.

2.6 Comgate may at any time without notifying the Client make any changes to the Services or discontinue such Services, in either case, as necessary to comply with any applicable safety, regulatory or other statutory requirements, or as required by any underlying service provider, or which do not materially adversely affect the nature or quality of the Services. For the avoidance of doubt any such changes or discontinuations under this Clause (other than a discontinuation of all Services hereunder) will not result in a reduction to the Charges.

2.7 The Client acknowledges that it shall be entitled during the term of the Contract to change the State of any of its SIM Cards so that such SIM Card is no longer Commercially Activated. As well, other than from a Retired State, the Client shall be entitled to change the State of a SIM Card from a non-Commercially Activated State to a Commercially Activated State. In the event that prior to the end of the Minimum Subscription Term for any SIM Card, the Client shall change the State of such SIM Card to a Retired or other permanently inactive State, then Comgate shall charge Client the SIM Card Retirement Charge. Client shall pay such Charge within thirty (30) days of request.

2.8 References to SIM State and billing behavior describe the general case. Billing behavior for particular accounts may differ from these descriptions due to specific contractual commitments set forth in the Order Form or any Additional Order.

3. Use of The Services

3.1 The Services are made available by Comgate to the Client on the basis that the Client itself shall at all times and cause the Third Party Providers and the End User at all times to comply with and use the Services in accordance with this Agreement and to:

3.1.1 not use the Services for any improper, immoral or unlawful purposes, nor allow others to do so;
3.1.2 not act nor knowingly permit others to act in such a way that the operation of the Network, the Services, and/or the Goods will (or may) be jeopardized or impaired;
3.1.3 only use the Services, in accordance with all relevant legislation or regulation relating to such access and use in any applicable jurisdiction and as may be reasonably instructed by Comgate from time to time;
3.1.4 not be involved in or knowingly, recklessly or negligently permit any End User or any other person to be involved in any fraudulent or other unauthorized use or attempted use of the Network, and/or any Services, and/or Goods and to notify Comgate in writing immediately upon the Client becoming aware of or suspecting such activity and to comply with such instructions as may be required by Comgate with respect to such activity;
3.1.5 not be involved in or attempt to supply or use the Network, and/or Services, and/or Goods in any way which is prohibited by any applicable export control and economic sanction regulations, including those of the Netherlands and EU including but not limited to (1) any use to support or for the direct or indirect benefit of the governments of Iran or Syria, their public bodies, corporations and agencies or any person or entity acting on their behalf or at their discretion; or (2) any use for the oil and gas refining industry in Iran; or (3) any export, re-sale or otherwise transfer of the Goods and/or Services to a destination subject to Dutch or EU or other applicable embargo where that act would be in breach of the terms of that embargo, or to an entity, person or organization listed on any applicable sanctioned party lists including those of the Netherlands or EU. The Client shall notify Comgate in writing immediately upon the Client becoming aware of or suspecting such activity. In the event that Comgate reasonably believes that any provision of this Clause 3.1.5 has or may be breached, the Client will cooperate fully with Comgate’sinvestigation to resolve the concern and will cause the relevant Third Party Providers and End Users to so cooperate. Comgate shall not be obligated to provide the Services or take any other action in furtherance of any transaction while such investigation is pending. In the event thatComgate determines that that the Client or any Third Party Provider or End User has breached or, if due to any of such party’s failure to cooperate with an investigation, Comgate cannot determine that the Client, Third Party Provider or End User have not breached, any of the foregoing representations and covenants, Comgate shall have the right to terminate the relationship with the Client or limit or terminate the Services provided thereto without incurring liability for any reason, including without limitation, liability due to wrongful termination, lost profits or lost revenue.
3.1.6 not knowingly, recklessly or negligently permit any lost or stolen equipment and/or SIM Cards to be connected to the Network. Client shall adhere to and enforce any procedures issued byComgate from time to time in relation to any lost or stolen Goods and any claims in respect thereof;
3.1.7 comply with all directions and instructions issued by Comgate from time to time which concern or relate to the use of the Services;
3.1.8 except as is otherwise required to be permitted by law, reverse engineer, de-compile or modify the software or the SIM Card or Hired Equipment in any way or otherwise attempt to discover the source code object code or underlying structure, ideas or algorithms of the Services or any software, SIM Cards or data related to the Services;
3.1.9 Use the Services only for the purposes of M2M Communication.
3.1.10 not, without the prior written consent of Comgate, which may be withheld at Comgate’s sole discretion, establish, install or use a GSM Gateway so that telecommunication services are provided via the GSM Gateway to third parties;
3.1.11 not use the Services fraudulently or in connection with a criminal offense or for the purpose of sending unsolicited text messages or any material which is offensive, abusive, indecent, obscene or menacing, a nuisance or a hoax, or which breaches any person’s intellectual property rights or rights of privacy, or which is otherwise unlawful;
3.1.12 comply at all times with such reasonable operational requirements of Comgate as may be notified from time to time;
3.1.13 provide such information as Comgate may reasonably require evidencing compliance with the obligations set forth herein;
3.1.14 nor knowingly act or refrain from acting in such a way which may bring Comgate or its suppliers into disrepute or place them in breach of any applicable licenses, authorizations, provisions of law, regulations or directions.
3.1.15 not procure End Users for any improper, immoral or unlawful purpose;
3.1.16 store any SIM Cards it receives prior to activation in a suitable manner to ensure that the SIM Cards are not damaged in any way.

3.2 The Client shall at all times:
3.2.1 comply with all applicable laws and regulations with respect to its activities under the Contract and its use of the Services, and take all reasonable steps, including by means of contract, to ensure that End Users and Third Party Providers comply with the same;
3.2.2 carry out all other Client responsibilities set out in the Contract in a timely manner and ensure that the End-Users use the Services in accordance with the Contract and shall be responsible for use of the Services by End-Users;
3.2.3 obtain and maintain all necessary licenses, consents and permissions, and ensure that End Users’ and Third Party Providers’ obtain and maintain the aforesaid, all as necessary for Comgate, its contractors and agents to perform their obligations under the Contract, including without limitation, the Services;
3.2.4 ensure that its network and systems (and, as relevant, the network and systems of the End Users and Third Party Providers) comply with all specifications provided
by Comgate from time to time.
3.2.5 Ensure compliance at all times with the terms in Appendix 3 hereto (Control Center Usage Guidelines) and the terms in Appendix 4 hereto (Network Communication Policy).
3.2.6 Ensure that each Device used with respect to the Services shall comply with the most recent applicable European and international standards to the extent that such compliance is required by relevant law or regulation.
3.2.7 Ensure that each Device will have its own unique and appropriate IMEI Number and that the Device shall send the IMEI Number to the Comgate network and to the SIM Card in a correct manner.

3.3 The Client acknowledges and agrees that the use of any device to route third party call traffic data services through the Network can cause capacity issues and may be illegal.

The Client must obtain Comgate’s prior written consent before allowing such devices to operate on the Network.
3.4 The volume or rate of data and/or traffic that overloads or otherwise causes problems to the Network can be restricted
by Comgate, the third party Network provider or any other party on their behalf.
3.5 The Client 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 network operators in order to prevent the dissemination of information that constitutes a criminal offence or may otherwise be unlawful in relation to third parties.
3.6 If (a) the Client or the End User or any Third Party Provider commits any breach (or Comgatereasonably suspects that such party is likely to breach) any of the obligations hereof, including such contained in Clauses 3.1 and 3.2, (b) use of the SIM Card or the Services may, in Comgate’s sole opinion, have the effect of detrimentally effecting the Services, or the Network or if use of such is being made in a way which may be deemed prejudicial to Comgate or its suppliers (c) an emergency situation arises or any relevant authority or emergency service authority or provider so instructs, or (d) if Comgate has reasonable cause to suspect fraudulent use of the SIM Card or Device, then Comgate may (without losing or reducing any other right or remedy available to Comgate whether under the Contract or otherwise) suspend the Services, (fully or partially) temporarily without notice for such period as Comgate in its reasonable discretion considers appropriate. Notwithstanding such suspension under this Clause, the Client shall remain liable to pay all Charges in full due to Comgate during the suspension period.

3.7 The Client shall defend, indemnify and hold harmless Comgate against any and all claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) of any kind whatsoever suffered or incurred by Comgate (“Indemnify”) which arise out of or in connection with the Client’s or
End-User’s use of the Services, or the Network.

4. Content of the Services

4.1 The Client acknowledges that it and the End Users make use of the Services solely at their own risk. Neither Comgate nor its suppliers shall be liable to the Client, the End User, the Third Party Provider or any other party whatsoever in relation to the use of the Services, or any business decisions made or transactions undertaken by the Client or other third parties arising out of or in connection with the use of the Services or for any action taken in reliance upon the accuracy, completeness or continuous supply of the Services, or for any content sent to or from any Device. In the case in which the End-User is not the Client, Client will inform End-User (or will ensure that End User is informed in the event that End User receives the Goods directly or indirectly from a Third Party Provider) of all relevant terms in the Contract and will Indemnify Comgate for all claims made by End-User or by the Third Party Provider relating to the provision and functioning of the Goods, the Network, and/or the Services.

4.2 Comgate does not guarantee that unauthorized interception of the Network, the Services, or any data and/or traffic transmitted through the Services cannot occur.

5. Availability of the Services

5.1 The Client hereby acknowledges that the Services are only available within the Coverage Area. Notwithstanding the foregoing, the Client hereby acknowledges that the accessibility of the Network, the Coverage Area and the quality and availability of the Services may be affected by factors outside Comgate’scontrol, such as (but not limited to) physical obstructions, atmospheric conditions and other causes of radio interference and by faults in other telecommunication networks to which the Network is connected, failure of third party providers, all on which Comgate is dependent for the provision of the Services. In connection with any such adverse effect on the Coverage Area and the quality and availability of the Services, it is not possible for Comgate to provide any undertakings that any particular traffic or data including a particular call, data in a GPRS session or SMS or signal can be sent, conveyed, or received in the intended manner, or at all, and Comgateshall incur no liability to the Client whatsoever. Notwithstanding such adverse effects to the Services during the term of the Contract, the Client shall remain liable for the payment of all Charges set forth herein.

5.2 The Client acknowledges and agrees that the Coverage Area is provided by Comgate on a “best estimate” basis with respect to the geographical availability of the Services and this shall in no event be deemed to constitute any warranty, guarantee, condition, undertaking or representation whatsoever in relation to the coverage, availability and/or quality of the Services. Without derogating from the above, and notwithstanding anything to the contrary set forth herein or in Appendix 2, Customer acknowledges that the Services in any specific part of the Coverage Area depend on third party agreements with various roaming partners, andComgate does not guarantee the continued availability of roaming partners or service providers in any part of the Coverage Area. Client further acknowledges that any of such roaming partners or service providers is liable to change at any time. Client also acknowledges that the Coverage Area may be varied based on the requirements of such provider, and/or may be varied if such variation is required by virtue of any court or governmental or administrative authority competent to require such removal, or by any applicable law, regulation or legislation.

5.3 From time to time, Comgate, the third party provider for the Network, and/or other third parties may perform routine maintenance or emergency maintenance which could cause some or all of the Services not to function partially or entirely, during the performance of such maintenance. Comgate and its third party suppliers shall not be liable for any failure or unavailability of the Services related thereto.

6. Use of SIM Cards

6.1 If a SIM Card is lost, stolen or damaged, the Client must notify Comgate of the same in writing as soon as is reasonably possible and in any event within twenty-four
(24) hours of such event, and Comgate will make reasonable commercial efforts to disconnect the SIM Card as soon as reasonably possible. The Client will remain liable for all Charges incurred by the use of the lost, stolen or damaged SIM Card until such disconnection shall have occurred. On notification of a lost, stolen or damaged SIM Card, Comgate shall provide a replacement SIM Card. Comgate reserves the right to make a

charge for issuing a replacement SIM Card. In the event that Client becomes aware or suspects that any person is making improper or illegal use of the SIM Cards or the Services, Client shall notify Comgate immediately of such use.
6.2 Not withstanding anything to the Contrary herein, the Client acknowledges and agrees that SIM Cards deteriorate due to use, environmental effects and aging for which Comgate shall not be liable.

7. Delivery of the Goods

7.1 Delivery of the Goods will be made by either (a) the Client collecting the Goods from Comgate’s premises at any time after Comgate has notified the Client in writing that the same is ready for collection; or (b) if some other place for delivery is agreed by Comgate, by Comgate delivering the Goods to that place.
7.2 Any dates quoted for delivery of the Goods are approximate only and Comgate will not be liable for any delay in delivery of the Goods however caused. Time for delivery of the Goods will not be of the essence of the Contract unless otherwise previously agreed by Comgate in writing. The Goods may be delivered by Comgate in advance of the quoted delivery date upon giving reasonable notice to the Client.
7.3 The Client shall be deemed to have accepted the Goods when the Client has had seven (7) days to inspect the same after delivery for compliance with the terms of the Contract and has not informed Comgate in writing within that seven (7) day period of any failure in delivery to comply with the Contract. Notwithstanding anything to the contrary in this Contract, the Client shall always be deemed to have accepted Goods if the Client has put such Goods to commercial use.
7.4 If the Client fails to take delivery of the Goods or fails to give Comgate adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of Comgate’s fault) then, without prejudice to any other right or remedy available to Comgate whether under the Contract or otherwise, Comgate may store the Goods or any of them until actual delivery and charge the Client for the reasonable costs (including insurance) of storage.

8. Risk

8.1 Risk of damage to or loss or unauthorised use of the Goods will pass to the Client:
8.1.1 in the case of Goods to be delivered at Comgate’s premises, at the time when Comgate notifies the Client that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at Comgate’s premises, at the time of delivery or, if the Client wrongfully fails to take delivery of the Goods, the time
when Comgate has tendered delivery of the Goods.
8.2 Title in the Goods (including all software contained in the SIM Cards), shall not vest in the Client at any time and the Client shall not purport to pass title in the Goods to any third party.
8.3 The Client shall not be entitled to sell, let, pledge or in any way dispose of or charge by way of security for any indebtedness any of the Goods which shall remain the property
of Comgate at all times.
8.4 The Client acknowledges that the Numbers do not belong to the Client, to the Third Party Provider or to the End-Users. The Client shall not acquire any rights whatsoever in any of the Numbers and shall make no attempt (whether by itself or via a third party) to apply for registration of the same as a trade mark (or otherwise) whether on its own or in conjunction with some other trading style.

9. Additional Orders

9.1 The Client may, from time to time, during the period of this Contract wish to receive Services, and/or Goods which are in addition to those set out in the Order Form.
9.2 If the Client wishes to receive additional Services, the Client shall submit its Additional Order to Comgatein writing (or in such other form as may be accepted
by Comgate from time to time) for evaluation and acceptance by Comgate. Any Additional Order shall state the original Contract reference number specified in the Order Form, to which the Additional Order is connected.
9.3 Additional Orders submitted by the Client shall only be accepted by Comgate when confirmed in writing (or electronic form)
by Comgate to the Client and allocated an order number by a Comgate authorized representative.Comgate shall not be obligated to accept any Additional Orders.
9.4 The Client will be responsible to Comgate for ensuring the accuracy and completeness of the Additional Order (including any applicable specification) submitted by the Client to Comgate.

10. Support Services

10.1 During the term of the Contract, Comgate shall provide the Client with Support Services during such business hours as Comgate shall notify to the Client from time to time and in accordance with Comgate’s support services policy in effect at the time the Support Services are provided. Comgate may amend its Support Services policy in its sole and absolute discretion.
10.2 Notwithstanding any other provision in the Contract, Comgate will not be responsible for failure to provide the Support Services where such failure is as a result of the act or omission of the Client (and/or its agents or subcontractors), the End Users or the Third Party Providers including, without limitation, the improper use, operation or neglect of either the Services, the Goods or the failure by the Client to implement or enforce recommendations in respect of or solutions to faults previously advised byComgate.
10.3 In relation to the provision of the Support Services the Client shall:
10.3.1 use its reasonable endeavors to make available and ensure the co-operation of the End-Users and/or the Third Party Providers and such staff of the Client as are reasonably required on a timely basis to liaise withComgate in relation to the provision of the Support Services;
10.3.2 promptly furnish Comgate with such other information, documents and instructions as Comgatemay reasonably request for the proper performance of its obligations hereunder; and
10.3.3 provide answers on a timely basis to queries, consents and approvals requested by Comgate to enable Comgate to provide the Support Services.

11. Charges

11.1 The Client shall pay the Charges in the currency and at the frequency set out on the Order Form or any Additional Order and any additional sums which are agreed from time to time between Comgate and the Client for the provision of the Services. Time shall be of the essence in relation to the payment of the Charges.

11.2 All Charges quoted to the Client are exclusive of all taxes and/or duties of any nature imposed upon the provision and/or delivery of the Services to the Client and Client shall be liable therefore, including without limitation, any local taxes on the supply of the SIM Card and any Value Added Tax. Client shall be liable for the payment of all such taxes at the applicable rate in force. In the event that the Client is required to withhold any sums due to Comgate under this Agreement as a matter of law, the Client shall pay such additional amount to Comgate as would leave Comgate in the same position as if such amounts had not been withheld. If the Client does not meet the Minimum Monthly Usage per SIM Card, thenComgate shall have the ri