Terms & Conditions- Free Starter Kit

1.In the Conditions (as defined below), the following terms shall have the following meanings unless expressly stated otherwise:

1.1 3GPP means the Third Generation Partnership Project, the globally accepted specifications applicable to mobile telecommunications.

1.2 Agreement means the agreement made between the Customer and Velos IoT for the provision of the Starter Kit and the Services which agreement is governed by these Conditions.

1.3 Application Form means the completed application form submitted by the Customer to Velos IoT.

1.4 Commencement Date shall mean the date on which the SIM Cards are dispatched by Velos IoT to the Customer.

1.5 Conditions means these terms and conditions, the Application Form and any variations thereto.

1.6 Contract Period means the period of three (3) months from the Commencement Date.

1.7 Customer means the business customer named in the Application Form.

1.8 Data means all data transfers generated by the Customer using the Services.

1.9 Data Allowance means 50MB of Data allocated to each SIM Card.

1.10 Data Protection Legislation means all data protection laws and regulations applicable in any jurisdiction in or into which Velos IoT is providing the Services or in which Personal Data is being processed pursuant to this Agreement, including the Data Protection (Jersey) Law 2018, Regulation 2016/679 (the General Data Protection Regulation) and the UK Data Protection Act 2018.

1.11 Effective Date means the date of this Agreement.

1.12 End User means the Customer’s end user making use of the Services for the Testing Purposes, which may be an individual or may be a machine.

1.13 Fault means a fault on either Velos IoT or the Customer’s Infrastructure whereby the Service does not operate within its stated specification that may or may not affect the overall operation of the Service.

1.14 Force Majeure Event means an act, event, omission or accident beyond the reasonable control of a Party, including strike, lock-out or labour dispute (except for any strike, lock-out or labour dispute by the workforce of the Party seeking to rely on the Force Majeure Event); any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; act of God, terrorism or war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, riot, civil commotion, malicious damage; accident or fire (except for any accident or fire caused by or with the assistance of the Party seeking to rely on the Force Majeure Event); flood, earthquake, storm or other natural disaster; adverse weather conditions; nuclear, chemical, or biological contamination; interruption or failure of utility service, including electric power, gas or water; collapse of building structures or failure of plant or machinery; and the act or omission of any other person that provides any part of the Services or upon which Velos IoT relies in order to support or facilitate any part of a Service where such person is itself the subject of a Force Majeure Event.

1.15 Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a competent company operating in the same business sector.

1.16 GPRS means general packet radio service (GPRS) is the packet oriented mobile Data service on the 2G, 3G and 4G cellular communication GSM.

1.17 GRX means GPRS Roaming Exchange as specified in the GSM architecture.

1.18 GSM means the Global System for Mobiles, an international standard for cellular mobile telephony.

1.19 HLR means Home Location Register.

1.20 IMSI means International Mobile Subscriber Identity, being a number which uniquely identifies each mobile subscriber..

1.21 Infrastructure means a telecommunications network, or a telecommunications system, which is used inter alia for the provision of wholesale voice and broadband services.

1.22 Intellectual Property Rights means rights in inventions, patents, know-how, trade secrets and other confidential information, trademarks, service marks, and rights in the nature of passing off and unfair competition, get-up, trade dress, rights in registered designs and unregistered designs and design rights, rights in trade names and business names, domain names, topography rights, copyright (including copyright in software), moral rights, database rights and all rights or forms of protection of a similar nature or having similar or equivalent effect to any of these which may exist now or in the future subsist in any part of the world, whether registered or not or the subject of an application for registration, and including all rights to apply for and obtain registrations in respect of any and all of the foregoing, each for their full term together with all renewals, revivals and extensions of such rights.

1.23 Interconnection Supplier means such operators of telecommunication services outside Jersey with which Velos IoT has or may have a reciprocal agreement for the provision of telecommunication services, including roaming partners and mobile network operators.

1.24 IoT means Internet of Things.

1.25 M2M means Machine to Machine services.

1.26 MSISDN means a Mobile Station ISDN number, conforming to the International Telecommunications Union Telecommunications Standardisation Sector recommendation E.164, which consists of a country code, national destination code and subscriber number, used to identify a mobile subscriber.

1.27 Nomad means Velos IoT’s online platform which enables management of the SIM Cards.

1.28 Party means Velos IoT or the Customer as applicable and “Parties” means them both together.

1.29 Personal Data and the “processing” thereof shall have the meaning given to those terms in the relevant Data Protection Legislation.

1.30 Point of Interconnection means a nominal point where the Velos IoT telecommunications system connects with the telecommunication system of its Interconnection Supplier(s).

1.31 Services means the provision by Velos IoT of network connectivity, dedicated IMSI and MSISDN ranges, engineering support and access to Nomad in respect of the SIM Cards in the Starter Kit in order for the Customer to access GPRS and UMTS data network for the purpose of testing Velos IoT’s M2M and IoT services.

1.32 Signaling Transmission Capacity means such portion of the general Velos IoT SS7 signaling capacity available to the Customer for the purpose of providing the Services.

1.33 SIM means Subscriber Identity Module.

1.34 SIM Card means a GSM SIM card.

1.35 SMS means short message service.

1.36 Starter Kit means a pack of SIM Cards preloaded with the Data Allowance which is provided by Velos IoT to the Customer for the Testing Purposes.

1.37 Supervisory Authority means any competent regulatory authority, including but not limited to the Jersey Financial Services Commission, the Jersey Office of the Information Commissioner, the UK Information Commissioner’s Office, the Channel Islands Competition and Regulatory Authorities (CICRA), the Office of Communications (Ofcom), the Groupe Speciale Mobile Association (GSMA) and any equivalent financial services, privacy authority or telecommunications regulator from time to time in any jurisdiction in or into which Velos IoT is providing the Services.

1.38 Testing Purposes means the usage of the SIM Cards within the Customer’s own test devices solely for the purpose of the Customer’s evaluation of the Services.

1.39 UMTS means Universal Mobile Telecommunications System developed as a standard by 3GPP and implemented by mobile telecom operators.

1.40 In this Agreement, unless the context otherwise requires:

• 1.40.1 the words and phrases “for example”, “include”, “including”, and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible;
• 1.40.2 words in the singular shall include the plural and words in the plural shall include the singular;
• 1.40.3 words denoting any gender shall include all genders;
• 1.40.4 headings are used for convenience only and shall not affect the interpretation of this Agreement; and
• 1.40.5 references to any enactment shall be deemed to include references to such enactment as from time-to-time amended, extended, re-enacted or consolidated.

2. COMMENCEMENT AND DURATION

2.1 This Agreement shall commence on the Commencement Date and shall continue for the Contract Period, unless terminated earlier in accordance with these Conditions.

3. SUPPLY OF SERVICES

3.1 Upon receipt of a valid Application Form, Velos IoT shall contact the Customer in order to evaluate the request for a Starter Kit and arrange for delivery of the Starter Kit to the Customer, provided that Velos IoT reserves the right, in its sole discretion, to determine whether or not to issue a Starter Kit to a Customer.

3.2 Each Customer may only place one order for a Starter Kit.

3.3 Each SIM Card will be preloaded with the Data Allowance. Notwithstanding clause 2.1 above, the use of a SIM Card shall expire prior to the end of the Contract Period in the event that the Customer exhausts such SIM Card’s total Data Allowance.

3.4 Velos IoT undertakes to the Customer that the provision of the Services will be performed in accordance with:

• 3.4.1 all applicable laws, regulatory requirements, regulations and codes of practice from time to time;
• 3.4.2 Good Industry Practice;
• 3.4.3 the method, medium or technology deemed most appropriate by Velos IoT.

3.5 Velos IoT will only be liable to provide the Services providing that the obligations of the Customer as set out in this Agreement have been fulfilled. Without prejudice to the foregoing, Velos IoT may require the Customer to provide all reasonable co-operation and assistance to Velos IoT as may be necessary or desirable in order to facilitate the provision of the Services to the Customer.

3.6 Where the Services include connectivity in a territory, where such Services are provided by Interconnection Suppliers in that territory, Velos IoT shall determine in its sole discretion which Interconnection Supplier Velos IoT uses to provide such connectivity in respect of any individual SIM Card in that territory at any given time. Where an element of the Service (including connectivity) is provided, supported and/or facilitated by an Interconnection Supplier, Velos IoT shall: (i) not be responsible for such element of the Service provided, supported and/or facilitated by the Interconnection Supplier; and (ii) apply to Velos IoT’s Services any variation, update, change or cancellation of such element as required and/or applied by such Interconnection Supplier. For the avoidance of doubt, Velos IoT shall remain responsible for managing the relationship with the Interconnection Supplier providing, supporting or facilitating the element of the Service.

3.7 Velos IoT undertakes to the Customer that it has and will maintain at all times any authorisation, license, consent and/or permission that it requires from time to time under any applicable legislation to provide the Services (but not including any consents, licenses, and permissions that the Customer must provide in order for Velosf IoT to provide the Services including any of the foregoing in respect of access (and, where applicable, remote access) to the Customer’s facilities, telecommunications systems, hardware, software, and other information technology systems).

3.8 In performance of the Services, Velos IoT agrees to:

• 3.8.1 manage all numbering and addressing elements assigned to Velosf
• f IoT in accordance with any relevant industry body or Supervisory Authority guidelines;
• 3.8.2 register and manage the SIM Cards and service deployment in Velos IoT’s HLR;
• 3.8.3 provide the Customer with access to Nomad for management of the Customer’s SIM Cards; and
• 3.8.4 subject to the compliance and co-operation of its Interconnection Suppliers, use all reasonable endeavours to ensure sufficient Signaling Transmission Capacity and onward connectivity from the Point of Interconnection to those networks nominated by the Customer as destinations for its End Users including mobile Data, SMS and the adequate GRX capacity.

3.9 Voice calls are permanently blocked on the Services.

3.10 Velos IoT may vary from time to time the Conditions and any applicable product description or specifications applicable to the Services.

4. SUSPENSION OF A SERVICE

4.1 Velos IoT may, without prejudice to any other right or remedy, and without giving notice (where lawful to do so), suspend, limit or cancel the Services to the Customer without penalty and with immediate effect:

• 4.1.1 where the Customer is in material default of any of its obligations set out in this Agreement and fails to remedy the breach within two (2) days of receiving notice from Velos IoT specifying the default and requiring the default to be remedied; or
• 4.1.2 if representations or complaints, which in Velos IoT’s sole and reasonable opinion are valid, are received from any other party, including Velos IoT’s Interconnection Suppliers, Supervisory Authorities or telecommunications industry governing bodies, relating to the Customer’s operation of the Services; or
• 4.1.3 Velos IoT has the right to terminate this Agreement pursuant to any of the events in clause 9.1.

4.2 Velos IoT may, without prejudice to any other right or remedy, and without giving notice (where lawful to do so), suspend, limit or cancel the relevant Service to the Customer without penalty and with immediate effect where Velos IoT is ordered to do so by a competent Supervisory Authority.

4.3 Velos IoT agrees not to act unreasonably as regards any suspension or limitation of a Service to the Customer.

4.4 In circumstances where a suspension is imposed Velos IoT will contact the Customer prior to, or contemporaneously with, suspension to provide:

• 4.4.1 a full technical explanation of the need to limit or suspend the Service; and
• 4.4.2 an opportunity for the Customer to take corrective action that in Velos IoT’s opinion is satisfactory.

5. REPRESENTATIONS AND WARRANTIES

• 5.1 Each Party represents and warrants to the other that:
• 5.1.1 it is duly incorporated under the laws of its place of incorporation with full power, applicable licence(s) and authority to conduct its activities and to enter into this Agreement;
• 5.1.2 it has the authority to enter into this Agreement;
• 5.1.3 it has taken all necessary corporate and other action as may be required to authorise the Customer to enter into this Agreement;
• 5.1.4 the obligations expressed to be assumed by it under this Agreement constitute, or will when executed constitute, legal, valid, binding and enforceable obligations on the Customer;
• 5.1.5 the performance of its obligations will not contravene any provision of their respective constitutional documents or any law or other obligation whatsoever binding upon them; and
• 5.1.6 it has not been declared bankrupt; and
• 5.1.7 it shall at all times comply with the Data Protection Legislation.

6. OBLIGATIONS OF THE CUSTOMER

6.1 The Customer shall:

• 6.1.1 only use the Services for the Testing Purposes;
• 6.1.2 promptly notify Velos IoT of any fault with the Service and comply with Velos IoT’s reasonable requests for assistance in order to diagnose existing or potential faults;
• 6.1.3 without prejudice to any other right Velos IoT may have under this Agreement or applicable law, be responsible for all damage or loss caused to Velos IoT or third parties by misuse of the Services by the Customer, its employees, agents and/or subcontractors; and
• 6.1.4 promptly advise Velos IoT in writing of any change of contact address or contact number.

6.2 The Customer, by itself or otherwise, shall not:

• 6.2.1 use the Services for any purpose other than the Testing Purposes, including any commercial use of the Services, or use of any device other than the Customer’s own test device
• 6.2.2 use any device to access or use the Services that is not compliant with 3GPP specifications;
• 6.2.3 use the Services so as to conflict with any accepted industry guidelines, practices, codes or binding memoranda of understanding and in any case so as to cause any impact upon Velos IoT’s business relations and/or reputation with its Interconnection Suppliers;
• 6.2.4 use the Services fraudulently or in connection with a criminal offence or to send messages or communications which are offensive, abusive, menacing, obscene, incite hatred, panic or anxiety, or which are otherwise unlawful;
• 6.2.5 use a Service to access, transmit, publish, display, advertise or make available material which infringes copyright or any other Intellectual Property Right held in any country, is obscene or pornographic, contains threats of any kind, is defamatory in any way or breaches confidence, which is illegal or infringes any third party’s legal rights of whatever nature under the laws of any jurisdiction for any reason;
• 6.2.6 use the Services for any purpose which may result in the illegal access to or collection of data whilst in transit, illegal access to computers or networks, spamming, flooding or other such broadcasts together with any other activity which may adversely affect Velos IoT or any third party; or
• 6.2.7 disclose and/or give any login code, password, PIN and/or pass card assigned or issued by Velos IoT in connection with the Services to any unauthorised person.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Customer acknowledges that any and all of the Intellectual Property Rights owned by Velos IoT or licensed to Velos IoT by a third party and which are or have been developed prior to the Commencement Date and/or independently of these terms and conditions and used in connection with the Services or any parts thereof are, and shall remain, the sole property of Velos IoT or such other third party as may be identified therein or thereon as the rightful owner and the Customer shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership of such rights.

7.2 The Customer shall not take any actions which will in any manner compromise Velos IoT’s Intellectual Property Rights.

7.3 The Customer shall defend, hold harmless and indemnify Velos IoT fully against all losses, damages, claims, liabilities, fees, costs and expenses arising as a result of the provision and/or use of the Services giving rise to an infringement of any third party intellectual property rights.

8. EXCLUSION AND LIMITATION OF LIABILITY

8.1 The following provisions in this clause set out Velos IoT’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of contract, breach of warranty, misrepresentation, tortious act or omission including negligence, or otherwise arising under or in connection with this Agreement.

8.2 Velos IoT does not exclude or restricts liability in respect of: (i) death and/or for personal injury resulting from its own negligence or that of its employees, agents or subcontractors; (ii) fraud and/or fraudulent misrepresentation; or (iii) any other liability not capable of exclusion or limitation by applicable law.

8.3 Without prejudice to clause 8.2, Velos IoT shall not be liable to the Customer or to any other person for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the provision of the Services.

8.4 If any exclusion of liability in this clause is invalid and Velos IoT becomes liable for any loss or damage, the Customer (acknowledging that Velos IoT is not able to evaluate any potential loss to the Customer) agrees that Velos IoT’s liability for any one event or series of events shall in any event be limited to one hundred pounds sterling (£100).

8.5 The Customer agrees to indemnify Velos IoT and hold Velos IoT harmless in respect of all costs, damages, awards and expenses and professional fees of any kind (without limit) arising from or in connection with any claim brought against Velos IoT by any third party located in any jurisdiction arising from any use of the Services provided to the Customer (by either the Customer or any other party) constituting any unlawful act or otherwise giving rise to any liability. The Customer shall immediately notify Velos IoT in writing of any such claims of which it becomes aware. The Customer further agrees to offer all reasonable assistance to Velos IoT in defending such claims at the sole expense of the Customer.

9. TERMINATION

9.1 This Agreement may be terminated immediately by Velos IoT without penalty if:

• 9.1.1 the Customer breaches any of the material provisions of this Agreement and the breach is not capable of being cured or, after providing written notice to the Customer, if the Customer fails to cure such breach within ten (10) days from receipt of such written notice; or
• 9.1.2 the Customer becomes bankrupt, or bankruptcy or insolvency proceedings are brought against the Customer, or the Customer makes an arrangement with creditors, or a receiver or administrator is appointed over all or part of its assets, or goes into liquidation or otherwise commits any act indicative of or analogous to insolvency under the law of any jurisdiction; or
• 9.1.3 Velos IoT has reasonable grounds to suspect that the Services are being used fraudulently or otherwise illegally; or
• 9.1.4 the actions of the Customer threaten the integrity of Velos IoT’s network or the network of a third party through, or by which, Velos IoT provides the Services to the Customer, or otherwise jeopardise any service by Velos IoT to any of its customers.

9.2 The Customer may terminate this Agreement:

• 9.2.1 in the event that Velos IoT is in material breach of this Agreement and fails to remedy such breach within thirty (30) days after the date that the Customer serves written notice on Velos IoT in relation to such breach; or
• 9.2.2 in the event that any licence issued to Velos IoT (other than by or on behalf of the Customer) to provide the Services is revoked or terminated and is not immediately replaced.

10. FORCE MAJEURE

Velos IoT shall not be liable to the Customer to the extent it is prevented, hindered or delayed from or in performing any of its obligations under this Agreement directly or indirectly by a Force Majeure Event.

11. NOTICES

11.1 Any notice or other communication required to be given or served for the purposes of this Agreement except where otherwise provided shall be in writing and shall be deemed to have been duly given and served if sent by post, email or delivered by hand. Notices shall be deemed received 48 hours after posting or transmitting.

11.2 The Customer’s addresses for correspondence shall be the email address provided in the Application Form and the delivery address provided to Velos IoT for the delivery of the SIM Cards, unless notified otherwise to Velos IoT by the Customer in writing.

11.3 Velos IoT’s address for correspondence shall be P.O. Box 53, 1 The Forum, Grenville Street, St Helier, Jersey JE4 8PB and it shall be marked for the attention of: Velos IoT, email: support@velosiot-production.tempurl.host and a copy of all legal notices shall be sent to Velos IoT at the above address marked for the attention of: Legal Affairs.

12. ASSIGNMENT

12.1 The Customer may not assign the Contract without the prior written consent of Velos IoT.

12.2 Velos IoT reserves the right to assign or otherwise transfer any or all of its rights under this Agreement to any person or any member of the Velos IoT Ltd. and/or to sub-contract any of its obligations under this Agreement without prior notice.

13. ANTI-BRIBERY AND CORRUPTION

13.1 The Parties each agree to comply with all Jersey, UK and any other applicable national, regional and local laws and regulations relating to anti-bribery and anti-corruption (including the UK Bribery Act 2010 and the Corruption (Jersey) Law 2006) in the performance of their respective obligations under this Agreement.

13.2 Each Party shall have and maintain in place throughout the term of this Agreement adequate policies and procedures to help ensure that such Party, and any person who performs or has performed services for or on behalf of that Party in connection with this Agreement (including all employees, officers, agents, consultants and sub-contractors of that Party), complies with its obligations under all Jersey, UK and any other applicable national, regional and local laws and regulations relating to anti-bribery and anti-corruption.

13.3 Each Party undertakes that it will not, under any circumstances, make, or cause or authorise any third party to make, directly or indirectly, any unlawful bribes, offers, promises or payments of money, or anything of value, to any foreign official (including government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) or any other third party, for the purpose of influencing such party’s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for either Party in connection with this Agreement.

14. GENERAL

14.1 This Agreement supersedes all prior oral or written communications regarding the provision of the Services and contains the whole agreement between the parties relating to the Services, unless specifically otherwise agreed in writing. No oral explanation or oral information given by either Party shall alter the interpretation of this Agreement.

14.2 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provisions of each in question shall not be affected.

14.3 This Agreement is not intended to confer a benefit on any third party which is not a Party to it. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than a Party shall have any rights under it nor shall it be enforceable by any person other than a Party to this Agreement.

14.4 The failure or delay of any Party in exercising any right or remedy under this Agreement shall not constitute a waiver or a waiver of any other right or remedy and no single or partial exercise of any right or remedy shall prevent any further exercise of the right or remedy.

14.5 The relationship between Velos IoT and the Customer is that of supplier and customer. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting either Party as the agent of the other Party for any purposes whatsoever, and neither Party shall have the authority or power to bind the other Party, or to contract in the name of, or to create a liability against, the other Party in any way or for any purpose.

15. GOVERNING LAW

This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and Wales and the Parties hereby agree that the English and Welsh courts shall have the exclusive jurisdiction to hear and determine any dispute between them arising out of or in connection with this Agreement and the Parties hereby submit to the jurisdiction of the English and Welsh courts, save that Velos IoT may institute proceedings against the Customer in any court in which Velos IoT is able to found jurisdiction.