General Terms and Conditions
for Wavely Connect IoT

Version 1.2

22 February 2023

1. General

1.1 Wavely ApS, Vesterbrogade 149, st. b1. 1620 Copenhagen V, Denmark including its subsidiaries, suppliers, and successors (collectively “Wavely”) provides Wavely Connect IoT services (“Services”) based on the following General Terms and Conditions (”Terms”) to Customer as identified in the relevant Order Form and/or through access on the Connectivity Management Platform (“Customer”).

1.2 When placing an Order Form (“Order” or “Order Form”), the Customer must always state their VAT number, if applicable, and/or company registration number and details. The Customer and Wavely accepted Order Form (“Agreement”) becomes valid after Wavely accepts the Order Form, which Customer has submitted to Wavely. The orders issued to Wavely are only accepted if confirmed by Wavely in writing. Upon Wavely’s acceptance of the Order Form, the Customer shall be enabled to use the Services as specified in the Order Form and Service Description. Any subsequent orders for SIM cards can be placed via the Connectivity Management Platform by the persons to whom the Customer has granted admin rights in the Connectivity Management Platform. The pricing valid at the time of placing the order applies.

1.3 Changes. Any changes to this Agreement shall be communicated by Wavely to Customer in advance in writing (by email) (“Changes”). Changes will be effective upon thirty (30) days’ written notice. In case Changes are not accepted, Customer is entitled to terminate the respective Order Form by providing fourteen (14) days’ written notice to Wavely; such notice of termination to be received by Wavely not later than fourteen (14) days before the date when the changes would become effective.

1.4 Subsequent Orders. Any subsequent orders are subject to these Terms. These Terms apply exclusively and no general terms of business/procurement of the Customer shall apply to the Services. Any agreements containing individual terms deviating from these Terms are not acceptable without Wavely’s prior written consent. In case of any conflict between these Terms or the Order Form, the following order of precedence shall apply for clarification of the conflicting terms:

  • Order Form as accepted by Wavely
  • Terms of Service for Wavely Connect IoT
  • Service Description (if provided by Wavely)

2. Services provided by Wavely

2.1 Wavely is providing these Services to enterprises and medium to small business customers only at our discretion. Wavely reserves the right to adjust the scope of these Services at any time by giving prior written notice and to add functionality or, in rare cases, reduce or terminate functionalities.. Wavely may, at its discretion, use subcontractors for providing the Services.

2.2 Once Order Form is accepted by Wavely, Wavely shall enable Customer to access the Services as specified in the Order Form. Possible other value added services and related details may be specified in Order Forms. The Services may include the allocation of SIM cards, the provision of mobile Services pertaining to the transmission of mobile data traffic and the use of the Connectivity Management Platform for the monitoring and the administration of mobile services for M2M communication (“Connectivity Management Platform”). The standard solution supports data and SMS services. The Services serve the implementation of mobile radio network- and IT based communication between distributed systems (such as smartphones, vehicles, machines, sensors, electricity meters, etc.) and central control stations (e.g. communication hubs) as well as remote-controlled operation of devices for purposes of i.e. monitoring, measurement, meter reading and control (referred to as “M2M Services”) by the Customer. These include application scenarios in the field of device-to-machine, machine-to-device communication. The following are out-of-scope of the Services: applications (even if supported by a device) enabling humans to receive or make calls (voice or data). Also out-of-scope are packet data services which can be considered to be for personal use and selected by device users such as video streaming, online browsing etc.

2.3 The Connectivity Management Platform enables the Customer to set up usage limits separately for each individual endpoints or all endpoints at once. Wavely will not support or provide any additional services described as ‘Bill Shock Prevention’ or personalized Pricing Information SMS in accordance with EU Regulation 544 / 2009, unless this has been specifically agreed in writing with Wavely.

2.4 The Customer agrees that this Agreement and any order of a Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public representations made by Wavely regarding future functionality or features and Wavely is not responsible for the failure of any future functionality or features that it provides or does not provide at its discretion.

2.5 Connectivity Management Platform is accessible via commonly used internet browsers. In order to use the Connectivity Management Platform, Customer needs an internet connection. Customer is solely responsible for its choice of such internet connections and any related fees and expenses. Wavely has no obligations, responsibility, or liability for the internet connection.

2.6 Customer acknowledges and agrees that connectivity services are provided on the basis of Wavely’s agreements with mobile network operators (MNO), mobile virtual network operators (MVNO) or roaming partners (together “Network Infrastructure Provider”) and the type, scope and elements of such Network Infrastructure Provider’s services, including but not limited to the available networks or roaming restrictions set forth by Network Infrastructure Provider may vary and change from time to time. The connectivity services are provided on an as-is basis without warranty of connectivity, availability or performance.

3. Term and Termination

3.1 Unless terminated earlier as provided for in this Agreement, the term of this Agreement will start on the Effective Date, which shall be deemed to be the date on which Wavely accepts the Order (“Effective Date”), and will continue to be in force for a period of one (1) year (“Initial Term”). After the Initial Term, the Agreement will automatically renew annually for periods of one (1) year (“Renewal Term”), unless it is terminated by either party with two (2) months’ prior written notice to the expiry of the Initial Term or a Renewal Term to the other party.

3.2 Without prejudice to any other rights or remedies available to it, either party may terminate the Agreement with immediate effect upon notice in writing to the other party, if the other party: a) commits material breach of the Agreement and fails to remedy such breach within thirty (30) days of receipt of a written notice giving full particulars of such material breach requesting that it be remedied; or b) becomes subject to bankruptcy, composition, insolvency, administration, administrative receivership or other similar proceedings. Termination notices shall be given in writing, i.e. by letter, or email as defined in Agreement. Services are provided until the last day of a contractual term and the Customer is obliged to pay all fees charges incurred until that time. The provisions of the Terms, that are intended to survive termination of the Services or this Agreement, shall remain valid after termination.

3.3 Without prejudice to any other rights or remedies available to it, Wavely may terminate the Agreement with thirty (30) days’ notice in writing to Customer, if the Customer is directly or indirectly subject to a change of Control (including but not only by a competitor of Wavely). Control means directly or indirectly holding more than 50% (fifty per cent) of the nominal value of the issued share capital of a company or having more than 50% (fifty per cent) of the voting power at general meetings of a company or having the power to appoint a majority of the directors to the board of a company. Customer shall inform Wavely in writing in advance of Customer becoming subject to a change of Control.

4. Customer Obligations

4.1 General. Customer will adhere to any and all applicable laws when using such Services. Customer shall cooperate with Wavely in providing the Services and shall provide all necessary information, including but not limited to name, address, email address (and is responsible for keeping such information up to date) to Wavely. Email is considered to have arrived to Customer after Wavely has sent the email to the email address Wavely has on file.

4.2 Customer, by itself or otherwise, shall not, and shall ensure (where appropriate and so far as it is reasonably able) that any Third Party Users shall not:

  1. a) use the Service 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;
  2. b) 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;
  3. c) use the Service 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 Wavely or any third party; or
  4. d) use the Service in any hazardous environments requiring fail-safe performance, such as, but not limited to, aircraft navigation or communication systems, air traffic control, in the operation of nuclear facilities, direct life support machines, or defense systems, in which the failure of products could lead directly to death, personal injury, or severe physical or environmental damage. Customer shall inform Wavely without undue delay if Customer intends to use the Services in an environment as described above and Wavely may (i) provide Customer with a quotation for Services in such an environment or (ii) reject such request and terminate the Agreement
  5. e) use the Service in violation of section 16.8 of these Terms.

4.3 Customer may not transfer, lend, lease or otherwise transfer the subscription or SIM card to others except as expressly set forth herein or agreed in writing between the parties. Customer is responsible for the unauthorized use of the SIM card, PIN, PUK, user-ID and access-passwords in accordance with the rules and restrictions set forth by Wavely or any applicable laws. Any abuse or breach of the rules and restrictions set forth by Wavely or any applicable laws is the Customer’s responsibility and Customer will indemnify and hold harmless Wavely from and against any and all third party claims that arise out of such abuse or breach defined above.

4.4 In regards to the allocation and use of the SIM card(s), the following applies: Customer shall only use technically suitable devices for the operation of the SIM Card. In particular, the Customer shall not use, or permit any Third Party User to use any device which is not compliant with GSMA or 3GPP specifications, to access or use the Service. In addition, the Customer acknowledges that in certain territories, operators might require device certification and access to Service might not be available for devices that are not certified according to operator’s requirements. The Customer shall inform Wavely of any abuse by giving full particulars of the impacted SIM card(s) immediately after obtaining knowledge thereof. However, in the event of loss or any form of loss of control over the SIM card, the Customer remains obliged to pay the respective fees, arising from use of the SIM card by third parties until suspension of the SIM card by the Customer using the Connectivity Management Platform or by explicitly requesting such suspension from Wavely in writing or by email. With Wavely’s prior written consent, Customer may make the SIM card available to a third party (“Third Party User”) in accordance with the Agreement, however the Customer shall remain the contractual party of Wavely and remain jointly and severally liable for all acts and omissions of such Third Party User, especially and without limitation, to make payments of fees arising from use of the Services. Customer will not have the option to purchase other services through the SIM cards, such as premium rated SMS services.

4.5 In regards to the provision of Telecommunications Services (M2M Services), the following regulations apply: The availability of network connectivity in certain countries and regions will be confirmed and updated when necessary separately by Wavely in writing. The use of services that go beyond the provision of M2M Services requires approval by Wavely and must be agreed in writing.

5. Suspension

5.1 Without prejudice to its other rights under this Agreement, Wavely is entitled to suspend wholly or partly the use of its Services (in the following “Suspension”) in the following cases:

  • The Customer defaults or is late on any payments.
  • Wavely monitors a substantial increase in volumes and use of the Service, and consequently the Customer’s liability towards Wavely, justifying in Wavely’s reasonable opinion the assumption that the Customer will not pay the fees due.
  • Any threat to the technical facilities and/or network of Wavely, or one or more of its Network Infrastructure Providers is, with high probability and/or in Wavely’s reasonable opinion, caused by the Customer’s use of the Service.
  • If the Customer causes anything, which in Wavely’s reasonable opinion may have the effect of jeopardizing the operation of the Services or uses the Service in violation of this Agreement.
  • Wavely obtains information that the SIM card usage is in violation of any applicable law.
  • If the Customer fails to provide Wavely with a valid business address and email address and any other essential information reasonably requested by Wavely in accordance with the Agreement.
  • If the Customer, despite a written notice provided in accordance with this Agreement, continues to breach the terms and conditions of this Agreement.

5.2 In case of Suspension, the Customer is responsible for any charges that accrue through the date that Wavely fully processes the Suspension. To the extent permitted by applicable law, Customer shall reimburse Wavely for any reasonable costs incurred, including attorneys’ fees, to collect fees owed by Customer to Wavely. If the Customer has failed to pay any fees due, Wavely may require that the Customer pays a deposit and/or a fee to restore the Service(s).

6. Prices and Invoicing

6.1 Any fees charged by Wavely will be announced separately in connection with the relevant Service and agreed in the Order Form. The fees charged by Wavely may include taxes (such as value added tax, goods and services tax, or sales tax), if applicable and in effect at the moment of the transaction under the relevant tax laws. All given prices are net of taxes, freight, packaging and ancillary costs, such as customs and import duties, where applicable. Customer will pay Wavely for the fees that are reflected in connection with the relevant Service. The parties will agree in the Agreement whether Services are paid in advance or after the Service has been provided. The fees are charged in EUR.

6.2 Customer acknowledges and agrees that due to the nature of the Services, Wavely may unilaterally amend the fees at any time with thirty (30) days prior written notice (by email) to the Customer. In case fee changes are not accepted, Customer is entitled to terminate the respective Order Form by providing fourteen (14) days’ written notice to Wavely; such notice of termination to be received by Wavely not later than fourteen (14) days before the date when the fee change/amendment would become effective.

6.3 Wavely may at its discretion, provide Customer with an initial credit limit amount (“Credit Limit”) and will notify Customer of this in writing. Wavely may, at its reasonable discretion, change the applicable Credit Limit by giving the Customer prior written notice. Wavely may suspend the Services without prior written notice to the Customer if the Credit Limit is exhausted, meaning that the sum of (i) the total invoiced amounts, which remain unpaid, and (ii) the unbilled but accrued usage fees of the Services, has exceeded the then current Credit Limit.

6.4 Wavely will send invoices to the Customer by email in PDF format, for which Customer shall entertain a valid reader license and be liable for all bills sent to their current email address on file.

6.5 Payment term is fourteen (14) days from the date of Wavely’s invoice.

6.6 Payment occurs when received in Wavely’s bank account. The late payment interest is the higher of (i) eleven (11) percent per annum (subject to restrictions set by applicable mandatory law) or (ii) the highest rate defined in the applicable law.

7. Specific Terms related to SIM Cards

7.1 The starting date of the subscription for each SIM card is defined by the activation of the SIM card through management tools such as the Connectivity Management Platform or the automatic activation by Wavely depending on the terms of the Agreement. The SIM cards can be suspended and activated by Customer at any time via the Connectivity Management Platform if allowed in the Order Form. Reactivation fees, as agreed in the Order Form, may apply.

7.2 Unless otherwise agreed in writing between the parties, Wavely provides the SIM cards required for the use of Services. Wavely strives to meet the delivery dates we have communicated for the provision of SIM cards. However, Wavely assumes no liability for any delay or deviation from the communicated delivery dates. In case of any delay, the Customer grants Wavely a grace period of at least three (3) weeks to remedy the delay. The Customer may terminate the relevant Order Form after expiry of such grace period by providing written notice by email to Wavely. Damages for non-fulfilment are excluded also after expiry of the grace period. Partial deliveries are allowed.

7.3 The SIM cards delivered by Wavely to Customer may deviate from the ordered SIM cards as long as the deviations are of technical nature and the changes do not represent a significant deviation from the functionalities specified in the Agreement or applicable documents and/or do not represent a significant deviation from the usability. In the case where replacement products are technically more advanced than the SIM cards specified in the Agreement, Wavely is entitled to adjust the price upon its reasonable discretion. Such price increase shall be communicated to the Customer in advance, in writing. The Customer may terminate the relevant Order Form in writing within fourteen (14) days after the receipt of such notice from Wavely. If the Customer does not exercise such termination right in time, the new price is deemed to be accepted by the Customer. Wavely excludes any claims for damages due to non-performance, if Customer makes use of their right to cancel any Order Form.

7.4 4 The delivery time shall be extended, also in the case of Force Majeure (as set out in section 16.1 of these Terms) which occurs after the completion of the Agreement and its acceptance by Wavely. The Force Majeure clause applies also to Wavely’s suppliers and their sub-suppliers. Wavely will promptly communicate the beginning and end of such extension of the delivery time to the Customer without undue delay. In the case that Wavely does not provide a delivery date within reasonable time, the Customer may cancel the respective Order Form in writing. In such case, the Customer remains obliged to pay for any Services already rendered by Wavely. All further claims and entitlements of the Customer are excluded.

8. Delivery

8.1 Unless otherwise agreed in writing between the parties, if the Customer has requested that Wavely delivers the SIM cards to the Customer, the risk of accidental loss, damage, or deterioration of the SIM card passes to the Customer at the moment the SIM cards are delivered to the Customer.

8.2 Title and ownership to the SIM card(s) shall pass to Customer once full payment of the fee/price for the SIM cards has been made to Wavely by Customer. Until then Wavely retains title and ownership.

9. Acceptance of SIM Cards

9.1 The Customer must check the SIM cards upon their delivery. Any complaints or objections regarding quantity or type of SIM cards, as well as regarding externally visible defects are only considered if they are sent to Wavely in writing within ten (10) days of receipt of the SIM cards by Customer. Customer must notify Wavely immediately in writing of any other defects, at the latest within seven (7) days after such defects are detected and in any event at the latest within six (6) months after delivery. Failure to comply with such timelines may lead to the exclusion of such claims and will be deemed acceptance of the condition of the SIM card(s).

9.2 Customer is not entitled to claim any defects if such defects only represent an insignificant deviation from the functionalities or an insignificant impairment of the usability.

9.3 The sole and exclusive remedy of defects of any kind with the SIM cards will be repair or replacement of the SIM cards. Wavely will at its sole discretion choose the remedy.

10. Intellectual Property

10.1 The Service, any content, and the software are protected under international copyright laws. Wavely claims copyrights in its Service, content, and software to the maximum extent of the law. Subject to the Terms, Wavely retains all right, title and interest in the Service, its content, the software and in all other Wavely products, software and other properties provided to Customer or used by Customer through the Service. All corporate names, service marks, logos, trade names, trademarks, websites and domain names of Wavely (collectively “Marks”) are and shall remain the exclusive property of Wavely or its licensors and nothing in these Terms shall grant the Customer any license to use any Marks without Wavely’s prior written permission.

11. Data protection

11.1 The Customer agrees that the provisions of (i) EU Directive 2002/58/EC on Privacy and Electronic Communications; (ii) Regulation (EU) 2016/679 (the “GDPR”) on the protection of natural persons with regard to the processing of personal data; and (iii) all local laws or regulations implementing or supplementing the EU legislation mentioned in (i)-(ii) above and any subsequent amendments thereof (“Data Protection Laws”) and relevant international, regional and national data protection and privacy legislation shall apply to the transfer and processing of any personal data hereunder and agrees to comply with such legislation.

11.2 This section 11 of these Terms shall apply in cases where Wavely is processing personal data on behalf of the Customer. For the purposes of these Terms the following definitions shall have the following meanings: “Customer Personal Data” shall mean the Personal Data (i) supplied to Wavely by or on behalf of the Customer and/or (ii) obtained by or created by Wavely on behalf of the Customer in the course of delivery of the Services, and which in each case is processed by Wavely in connection with Services; “Controller”, “Data Subject”, “Processing”, “Processor”, “Personal Data”, “Sub-Processor”, and “Personal Data Breach” shall have the same meaning as defined in the GDPR. Wavely processes information both as a data Controller and as a telecommunications operator to provide the communications services.

11.3 Wavely (and its subcontractors) may be required to access, receive, store or otherwise process Customer Personal Data in order to provide the Services under these Terms for the duration of the Agreement.

11.4 The following shall apply to (i) the appointment of Wavely as the Processor by the Customer and to (ii) the appointment of Sub-Processors by Wavely:

(a) Where the Services comprise Processing of Customer Personal Data by Wavely, Wavely shall be the Processor and the Customer shall be the Controller with respect to such Customer Personal Data. Each Party shall comply with the applicable Data Protection Laws with regard to such processing in connection with the Services;

(b) If a party considers that the relationship between them no longer corresponds to the intention of the parties stated in Clause 11.4(a) above then it shall notify the same to the other party. The parties shall negotiate in good faith to amend the Agreement to give it the meaning reflecting such changed circumstances; and

(c) Notwithstanding any other provision of these Terms, Wavely shall be entitled to engage Sub-Processor in relation to any part of Services requiring the Processing of Customer Personal Data. Wavely shall (i) impose the same data protection obligations as set out in these Terms on such sub-processor; and (ii) remain fully liable to the Customer for the performance of the sub-processor’s obligations.

11.5 Wavely processes the following information on behalf of the Customer:

  • SIM card identifiers (GUID, IMSI, ICC)
  • Cell Tower IDs
  • Used mobile networks (local MNO)
  • IP address
  • Data usage country
  • Device IMEI

11.6 Wavely’s obligations:

(a) Wavely shall (i) process Customer Personal Data in compliance with the GDPR and good data processing practices, (ii) follow the instructions by the Customer regarding the processing of Personal Data, unless prescribed otherwise by the provision of the Data Protection Law to which the Wavely is subject to, and (iii) not process Customer Personal Data for any other purposes than the sole purpose of providing the Services to the Customer under these Terms unless otherwise required by applicable law or regulation.

(b) Wavely shall ensure that any persons authorised by it to process the Customer Personal Data are subject to confidentiality obligations.

(c) Wavely shall adopt, maintain and enforce appropriate security policies as well as data protection and safeguarding arrangements for the lawful protection of Personal Data, communications and systems (including appropriate technical and organisational measures as required in Article 32 of the GDPR).

(d) Wavely shall notify the Customer immediately after becoming aware of any Personal Data Breach as well as provide the required information to the Customer.

(e) Taking into account the nature of the processing, Wavely will assist the Customer by appropriate technical and organisational measures with responding to the Data Subjects’ requests under the GDPR./p>

(f) Taking into account the nature of the processing and the information available to Wavely, Wavely shall assist the Customer with regard to its obligations under the following Articles of the GDPR: (i) Article 32 (Security of processing); (ii) Articles 33 and 34 (Notification and communication of a personal data breach); (iii) Article 35 (Data protection impact assessment); and (iv) Article 36 (Prior consultation with the supervisory authority).

(g) Upon termination of Services that required the processing of Customer Personal Data (in whole or in part) Wavely shall, as requested by the Customer, return or destroy such Customer Personal Data which is in the possession of or under the control of Wavely, unless the Data Protection Laws require Wavely to store such Customer Personal Data.

(h) Wavely shall, and at the request of the Customer, provide the Customer with all information necessary to demonstrate its compliance with its obligations under this Clause 11.6 and shall allow and contribute to audits and inspections conducted by or on behalf of the Customer.

(i) Where required to do so by the GDPR, Wavely shall maintain written records of its processing of Customer Personal Data and make them available to a supervisory authority on a request.

11.7 Wavely is entitled to charge the Customer for costs and expenses that were incurred as a result of complying with the above clause 11.6 (e), (f) and (h).

11.8 The Customer’s obligations:

(a) the Customer shall ensure that: (i) the supply to Wavely of Customer Personal Data by or on behalf of the Customer for the purposes of processing undertaken in compliance with these Terms by Wavely and its sub-processors shall comply with the Data Protection Laws; and (ii) the instructions given by the Customer to Wavely for processing Customer Personal Data shall comply with the Data Protection Laws.

(b) The Customer is responsible for filing any necessary registrations in relevant countries, where applicable, in accordance with applicable data protection and privacy laws.

11.9 In the event that the exchange and processing of the Customer Personal Data requires further written specification of the rights and obligations of the Parties, the Parties shall enter into separate Data Processing Agreement.

11.10 Wavely may process Personal Data for advertising, marketing and research purposes but only when the individuals have given their explicit consent in this respect.

12. Indemnification

12.1 Subject to the conditions and exceptions stated below, Wavely: (a) shall defend Customer against any claim, action or proceeding brought against Customer alleging an infringement or misappropriation of any patent, copyright, trade secret or other intellectual property right of any third party because of Customer’s receipt or use, consistent with Wavely’s specifications, of the Services (a “Claim”) provided to Customer under this Agreement; and (b) shall indemnify Customer against, and hold Customer harmless from, any and all costs and damages assessed against Customer in a final court or arbitrational judgment on such Claim, if: (i) Customer gives Wavely prompt written notice of the Claim, (ii) Customer grants to Wavely the sole authority to assume the defense, and the sole right to settle the Claim, through counsel chosen by Wavely, and (iii) Customer furnishes all information and assistance reasonably requested by Wavely and reasonably cooperates with Wavely to facilitate the defense and settlement of the Claim.

 12.2 If Customer’s use of the Services is enjoined as a result of any Claim, is subject to a Claim, or in Wavely’s opinion is likely to be enjoined or to be subject to a Claim, then, at its sole expense, Wavely may: (a) procure for Customer the right to continue to receive and use the Services; or (b) replace or modify the Services with a functionally-equivalent or better Service so that Customer’s use is not subject to a Claim. If Wavely determines that it cannot accomplish either of the foregoing in a commercially reasonable manner, then, upon Wavely’s request Customer may terminate the Services with Wavely, provided that Wavely fully credits to Customer any fees, including the price of any Services paid by Customer to Wavely for Services not yet performed.

12.3 Wavely has no obligations under this Clause 12 with respect to a Claim to the extent that it: (a) arises from adherence to design modifications, specifications, drawings or written instructions which Customer directs Wavely to follow, (b) relates to uses of any Services in combination with any item not provided directly by Wavely, if use of the Services alone would not have resulted in such infringement, (c) relates to the use of any Services in a manner not contemplated by this Agreement, (d) relates to a modification of any Services by any person other than Wavely or (e) relates to third party software included in the delivery of the Services, the use of which is governed by a copyleft license or an additional license.

12.4 Customer will, at its cost and expense, defend and indemnify Wavely and its affiliates from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) Customer’s breach of the Agreement, (ii) Customer’s infringement or violation of any intellectual property rights, other rights or privacy of a third party, or (iii) misuse of the Service by a third party where the misuse was made possible by the Customer’s failure to take reasonable measures to protect its username and password against misuse; or (iv) Customer’s use of the Services and Connectivity Management Platform.

13. Warranty

13.1 Wavely represents and warrants that its Services will operate materially in accordance to the relevant specifications (such as Service Description) that Wavely publishes in connection therewith and that all Services it directly provides will be provided in a competent manner according to commercially reasonable industry standards.


14. Limitation of Liability

 14.1 In no event, will either Party be liable to the other Party for any indirect, incidental, punitive or consequential damages (including but not limited to, any loss of data or records, loss of profits, loss of sales, loss of turnover, loss of or damage to business, loss of or damage to reputation, loss of contracts, loss of customers or losses or liabilities under or in relation to any other contract) regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages.

 14.2 Except where prohibited by law, in no event will Wavely’s liability arising out of or in connection with this Agreement, exceed the amount Customer has paid to Wavely for Customer’s actual use of the Services during the prior one (1) month period immediately preceding the liability event.

14.3 The exclusions and limitations of liability set forth above shall not apply to a Party’s indemnity obligations or in cases of intentional misconduct or gross negligence.

15. Governing Law and Dispute Settlement

15.1 Unless otherwise agreed in writing between the parties, this Agreement shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of Denmark. The application of uniform sales law, in particular the application of the Convention of the United Nations on Contracts for the International Sale of Goods (CISG) is expressly excluded.

15.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall primarily be resolved with good faith negotiations between the Parties, and if such negotiation fails, then it shall be referred to and finally resolved and submitted to the exclusive jurisdiction of the Courts of Denmark at the seat of Wavely. Any dispute, controversy or claim arising out of or relating to this Agreement and the final award shall between the parties be deemed confidential information under this Agreement.

16. Other Provisions

16.1 Force Majeure: Wavely is not liable to Customer for any delay, failure to perform, loss or damage due to causes beyond Wavely’s reasonable control, including but not limited to acts of God, fire, strikes, explosions, power failure, earthquake, flood, water, labor disputes, war, national emergency, pandemics, terrorism, acts or omissions of carriers or suppliers, systems failure, cyberattacks and acts of regulatory or governmental agencies (“Force Majeure”).

16.2 Assignment: Customer may not assign this Agreement without the prior written consent of Wavely, which consent may not be unreasonably withheld; provided, however that Wavely may assign its rights and obligations under these Terms to its corporate parent, any of its subsidiaries, or to any company under common control with Wavely without prior written consent from Customer. Additionally, Wavely may assign its rights and obligations under these Terms to a third party in connection with a merger, acquisition, sale of assets, by operation of law or otherwise, without prior written consent from Customer.

16.3 Severability: These Terms shall not exclude nor limit any mandatory rights of the Customer that cannot by law be waived. If a provision of these Terms is found to be invalid, the remaining provisions will not be affected, and the invalid provision will be replaced with a valid provision that comes closest to the result and purpose of the Terms. In the event one or more provisions of these Terms are not relevant to Customer’s use of the Service, it shall not impact the validity or enforceability of any other provision of the Terms or the Terms as a whole.

16.4 Feedback: By submitting any ideas, feedback and/or proposals (“Feedback”) to Wavely through the Service or other means, Customer acknowledges and agrees that: (1) Wavely may have similar development ideas to the Feedback; (2) Feedback does not contain confidential or proprietary information of Customer or any third party; (3) Wavely is not under any obligation of confidentiality with respect to the Feedback; (4) Wavely may freely use, distribute, exploit and further develop and modify Feedback for any purpose; and (5) Customer is not entitled to any compensation of any kind from Wavely.

16.5 Confidentiality: The parties undertake to treat the contents of the agreements existing between the parties, as well as all confidential information related to this, as confidential. Both parties may make use of confidential information only for purposes of this agreement. Neither party may publish any confidential information without the prior consent of the other party, or pass it on to third parties. Information is considered confidential, if the party that has produced the information has marked it confidential or if the confidentiality of certain information derives from the circumstances. In case of doubt, all information is confidential. Information that was already known to the parties at the time of the receipt of the information, or made known by a third party without the obligation to keep confidential, or which were already publicly known at the time of the transfer or later without breach of this confidentiality agreement became known are not considered confidential. The foregoing confidentiality obligations apply to the termination of this contract, and for a period of three (3) years after its termination.

16.6 Claims by Customer: Except where other or shorter periods apply, Customer shall notify Wavely of any possible claim it may have against Wavely based on this Agreement within a reasonable time, however no later than in three (3) months after Customer became aware of an event that may give reason for such claim.

16.7 Notice. Wavely shall send notices using Customer’s contact information provided in an Order form. Customer shall use Wavely’s contact information provided in an Order form.

16.8 Prohibited Use: Customer may not use or attempt to use the Service in connection with any use which is prohibited by any applicable export control and economic sanction regulations, including those of the US, UK, and EU. In addition, Customer shall not export, re-export or import the SIM cards against any applicable import and export control and economic sanction regulations. Customer shall immediately notify Wavely in writing upon becoming aware of or suspecting such activity in the course of the services offered by Customer. In the event that Wavely reasonably believes that this clause may have been breached, Customer will cooperate fully with any investigation to resolve the concern and/or Wavely reserves the right to suspend its Services during the investigation at its reasonable discretion without any penalty or liability to Customer.

16.9 No amendment to or change of any provision of this Agreement will be valid unless in writing and signed by authorized representatives of the parties.