Wavely – General terms & conditions
20th May 2018
2. Services provided by Wavely
3. Contract Term, Termination
4. Use of Service
6. Prices and Invoicing
7. Provision of SIM-Cards
9. Acceptance of SIM Cards
12. Limitation Periods
14. Place of fulfillment and Court of jurisdiction
15. Other Provisions
Any updates to the Wavely Pricing Schedule, the Order Form, as well as the Service Description shall be communicated by Wavely in advance in writing by E-mail. Pricing Schedule & Invoices are also made available through the Wavely Portal (hereinafter: the “Wavely Portal”). The Order Form used by Customer to order SIM cards and for the mapping of the Wavely rates is also available online via the Wavely Portal and can be submitted to Wavely using the Wavely Portal following the provision of online functionality.
Any subsequent orders are subject to these Terms. Any agreements containing individual terms deviating from these Terms are not acceptable without our prior written consent. In case of any conflict between these Terms, the Order Form, or the Service Description, the following order of precedence shall apply for clarification of the conflicting terms:
- The Order Form as accepted by Wavely
- Wavely Customer agreement
- Wavely General Terms and Conditions
- Service Level Agreement
- Service Description
- Pricing, Rates and Zone Documentatio
- Wavely API
These Terms apply exclusively. Your terms of business/procurement terms are not binding to any business relation with us. This is applicable even if we do not expressly contradict your terms of business/procurement terms.
The Wavely Services are provided to Enterprise Customers only.
Wavely provides telecommunications services in the field of mobile communication. Specifically, Wavely supplies Machine-to-Machine (hereinafter: “M2M”) SIM cards (E-sims) and Mobile Systems Services relating to mobile traffic, via the Wavely Portal, monitoring and administration capabilities for mobile M2M communication. The standard solution supports Data & SMS services. Wavely serve the implementation of mobile radio network- and IT based communication between distributed systems (such as vehicles, machines, 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 person-to-machine and machine-to-person communication, e.g. the control of systems by a person with his/her mobile device. The use of Wavely SMS Service is regulated in clause 4.4 below. Because Wavely has no own cellular radio network, it acquires the network services from network infrastructure suppliers (for example, a mobile network operator, GRX provider) domestically and abroad (hereinafter: Network Infrastructure Provider). The selection of Network Infrastructure Providers including the change of the Network Infrastructure Provider during the contract period is at the discretion of Wavely.
Our Services are geographically limited to the reception and transmission of the network operated by Network Infrastructure Providers. While we constantly aim to select the strongest network available in each country within our framework of agreements with Network Infrastructure Provider, the Customer accepts that Wavely are subject to the current state of technology with its limitations, including geographical limitations, and hence that Wavely may not be available everywhere. Consequently, Wavely are subject to restrictions caused by technical circumstances beyond our control. Any claims by Customer, including but not limited to damages and recourse caused by the lack of a complete nationwide network availability are therefore excluded (cf. clause 12 below).
Wavely enables the Customer to set up usage limits separately for each individual Endpoints or all Endpoints at once. From the start Wavely sets a limit of EURO 50/md pr. sim for your usage beyond each sim-card. 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.
The scope of these Services depends on the most current version of the Service Description in connection with the Services ordered by the Customer and accepted by us. 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, particularly in the event of abuse, reduce or terminate functionalities. The Customer acknowledges and 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.
When placing an Order Form (hereinafter also: “Order”), the contracting company must always state their VAT, if applicable, and/or company registration number and details. Our offers are non-binding regarding price, quantity, delivery time and availability. The orders issued to us are only accepted if issued through the Order Form and confirmed by us in writing, by email.
In connection with any termination that is not due to your mis-use or breach of this Agreement, we will enter your subscription and charge or refund any difference to your payment card. If your claim is EURO 25 or less when your subscription is calculated, the amount will not be refunded. If your claim exceeds EURO 25, the full amount will be refunded to your payment card 30 days after your notice date + possibly, the card payer repayment period. The refund does not cover any consumption that exceeds your subscription.
The agreement term following acceptance of an Order Form by Wavely will be one (1) month unless otherwise agreed in the Customer agreement or details specified in the Order Forms as accepted by Wavely.
The parties are entitled to terminate an Order Form with immediate effect upon notice in writing to the other party, if the other party 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.
Termination notices shall be given in writing, i.e. by letter, or email. 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 parties agree that Wavely exclusively owns and reserves all right, title and interest in and to the Wavely Services, Wavely properties, software, other inventions whether or not patentable, copyrightable, protectable as trade secrets, or otherwise subject to intellectual property protection, and Wavely’s Confidential Information. Conversely, Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, Customer Applications and Customer's Confidential Information.
You 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. You shall notify us in writing immediately upon the becoming aware of or suspecting such activity in the course of your own service. In the event that we reasonably believe that any provision of this Clause has or may be breached, you will cooperate fully with our investigation to resolve the concern and/or Wavely reserves the right to suspend its Services during the investigation at its own reasonable discretion without penalty or liability to you.
4.1 In regards to the allocation and use of the SIM-Card(s), the following applies:
Obligations of the Customer:
- Obligation to notify Wavely without undue delay of any change of name, change of address, changes of headquarters, email address and other inputs significant for the agreement.
- Obligation of the Customer to only use technically suitable devices for the operation of the SIM-Card.
- Obligation to secure the SIM-Card from abuse. The Customer shall inform Wavely of any abuse by giving full particulars of the impacted SIM-Card(s) immediately after obtaining knowledge thereof. Such information can be provided by phone once recorded in our service-ticketing-system or by sending an email to the service hotline. 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 Wavely Portal or by explicitly requesting such suspension from Wavely in writing or by email.
- You may make the SIM-Card available to a third party (Third Party User) in accordance with the agreement, however you shall remain the contractual partner of Wavely and remain jointly and severally liable for all acts and omissions of such Third Party User, specially and without limitation, to make payments of fees arising from use of the Service. All obligations arising from Wavely’s Terms remain in effect. The Customer acknowledges his own and full liability for any actions, omissions and behavior as well as of the Third Party User.
- You would not have the option to purchase different services through your SIM-Cards. There may be overlapping services delivered directly on the SIM-Card like ringtones or mobile tickets delivered outside of the mobile phone, such as bus tickets or support for collections. This will not be permitted in the SIM-Card.
4.2 In regards to the provision of Telecommunications Services (M2M Services), the following regulations apply:
The availability of network connectivity in certain countries and regions derives from the Wavely Pricing and Rate Zone documentation in its then most current version in connection with the Services ordered by the Customer and accepted by Wavely.
The use of services that go beyond the provision of M2M Services requires approval by Wavely and must be agreed in writing.
4.3 With regard to the provision of Wavely the following provisions apply:
- The Customer is responsible for the technical set-up and integration into existing systems at their end. The implementation shall be in accordance with the API specifications and policies (in particular Wavely RestAPI specification') provided by us.
- The Customer is also solely responsible for the security of hardware, data, as well as the access data, which he requires for the access to the Wavely Portal.
4.4 With regard to the provision of the Wavely SMS Service the following provisions apply:
The Customer may choose to activate the Wavely SMS Service via their access to the Wavely Portal.
You may not use or allow use to Third Parties the SMS outbound Services for unsolicited or any illegal, immoral or improper purpose or in any manner which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction. In such case where either of us detects such traffic, this Party will notify the other and suspend the endpoint, Service, or customer account immediately. We do not warrant that the SMS Services will be fault-free, that it will be available continuously or that all the mobile network operators will be reachable at all times.
Clause 12 applies with the following specifications: Notwithstanding anything else to the contrary in this Agreement, Customer will defend and handle at its own expense and hold harmless and indemnify Wavely, and its subcontractors, employees, officers, affiliates, agents and suppliers from and against any claims, damages, or liability relating to your use of the SMS Services other than as expressly authorized in this Agreement, any claims arising from messages transmitted by the Customer using the Services. Wavely's liability pertaining to the use of SMS Services under this agreement for damage to property is limited in each case to the refund of the amount of the consumption on each SIM-Card in the last 30 days.
- The Customer defaults or is late on any and all payments (section 10).
- If we monitor a substantial increase in volumes and use of the Service, and consequently the Customer’s liability towards us, justifying in Wavely’s reasonable opinion the assumption that the Customer will not pay in accordance with the Pricing Schedule.
- 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, Wavely obtains secured information that the SIM Card usage caused violations of legal regulations, e.g. against provisions of the Danish Telecommunications Law or any other 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 single written request transmitted to him by letter, email or courier, to stop or prevent the default of any of these Terms or any other term agreed between the parties, continues with the defaulting acts or omittance.
Despite a Service Suspension, the Customer remains obliged to pay fixed and any usage based charges, in particular monthly fees, minimum fees, etc.
Agreed monthly fees or minimum fees are invoiced monthly in advance. There will always be invoiced the current month plus the following calendar month i.e. an invoice issued beginning of March will be regarding April. These fees are automaticly redrawn on the customers credit card or account unless otherwise agreed. Variable charges, in particular agreed usage fees will be charged to you within three working days after the end of the billing month. Such charges and/or fees are automaticly redrawn on the customers credit card unless otherwise agreed.
We send invoices to the Customer by email in Portable Document Format (“PDF”), for which Customer shall entertain a valid reader license and be liable for all bills sent to their current email address on file. The Customer also receives access to itemized usage statements via the Wavely Portal, as this data is available to the customers for at least 6 months after dispatch of the invoice.
Wavely strives to meet the delivery dates we have communicated to you for the provision of SIM Cards. However, as we are dependent on the timely delivery of our third-party partners, we assume 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 to be accepted by Customer.
Wavely is entitled to terminate the agreement, if SIM Cards ordered by Customer become unavailable on the market. 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 Order Form 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 Order Form, 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 within seven (7) days in writing after the receipt of such notice from Wavely. If they do not, the new price is deemed to be accepted. Wavely excludes any claims for damages due to non-performance, if Customer makes use of their right to cancel any Order Form.
The delivery time shall be extended, also in the case of force majeure (cf. clause 16 a) below) and any unforeseen obstacles which occur after the completion of an Order and its acceptance by us, if such obstacles are outside of our reasonable control and have a considerable influence on the delivery of the SIM Cards. This regulation extension of the delivery time also applies, if such unforeseeable circumstances impact 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. The Customer may in writing require Wavely to declare, whether Wavely chooses to cancel the acceptance of the Order Form or whether Wavely will deliver within an appropriately extended period. In the case that Wavely does not provide a delivery date within reasonable time, the Customer may cancel the respective Order Form. 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. However, Wavely will reimburse to Customer any surplus payments made. The Customer is responsible for all other hardware necessary to provide the Services.
In case of justifiable defects notified in due time by the Customer, Wavely can either choose to rectify the defects or replace the SIM Cards. Wavely is to be granted with a delay of four (4) weeks for such supplementary performance. If Wavely chooses to rectify the defects, a failure of such rectification is only given after Wavely failed two (2) consecutive times in rectifying the defect. If the supplementary performance fails, the Customer can either reasonably reduce the price or withdraw from the Order. Statutory cases of dispensability of deadlines shall remain unaffected.
In case of defective Services, the Customer is not entitled to retain payments, unless the Service is obviously defective and/or Customer is obviously entitled to retain acceptance of the Services. In such case, the Customer is only entitled to retain payments in a reasonable amount equaling in an adequate proportion the defects and the prospective costs of a supplementary performance (especially of the correction of the defects). The Customer is not entitled to any claims and rights for any defects, if they havenot made due payments and to the extent that the due amount (including any payments already made) reflects an appropriate relationship to the value to the service containing the deficiency.
Any disputes against invoices issued by Wavely must be made within ten (10) days by email (mailto: email@example.com), mentioning specifically which items are under dispute. You remain responsible for the undisputed portion of the invoices under dispute. We will examine the items under dispute within five (5) working days. If such examination does confirm the Customer’s opinion, the parties will agree amicably and in good faith by presenting the essential data about the correctness or incorrectness of the invoice which the Customer has disputed. If an invoice is found to be incorrect, we will correct it within ten (10) working days and you agree to pay it in full within ten (10) days. Invoiced items, which are not disputed, will be paid within the regular payment terms. If an invoice has not been disputed within thirty (30) calendar days after issuance, this invoice shall be considered as accepted by the Customer.
The Customer must check the SIM Card upon their delivery. Complaints or objections regarding quantity or type of SIM Cards, as well as regarding externally visible defects can only be considered if they are sent to Wavely in writing within ten (10) days of receipt of the SIM cards. Wavely must be notified about other defects immediately, at the latest within seven (7) days after its determination, in writing. Failure to comply with this deadline may lead to the exclusion of other warranty claims resulted and will be deemed acceptance of the condition of the SIM Card(s). In case of justified complaints, the Customer is entitled to either rectification or replacement, as stipulated in Clause 9 above.
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. The Sole and exclusive remedy for defects of any kind with the SIM Card(s) provided will be repair, replace or a refound of the price paid by the Customer at its option. In any case, Wavely’s warranty shall not exceed six months after delivery at the site of the Customer.
- The limitation period for claims and rights ensuing from defects in goods and/or services -irrespective of the legal grounds- is one year. The limitation period for statutorily excluded cases (as e.g. for immovable objects, buildings) is two years.
- The limitation period in accordance with paragraph 1 also apply for all damage claims asserted against Wavely -which relate to the defect - irrespective of the legal grounds for the claim.
- The limitation period in accordance with paragraph 1 and paragraph 2, however, applies provided that:
- The limitation periods do not generally apply in the case of intent or fraudulent concealment of a defect, or if Wavely has guaranteed the quality of the delivery item.
- Additionally, the limitation periods for damage claims do not apply for gross negligence, for cases—not relating to the provision of a defective item and/or the provision of a defective service—of culpable breach of significant contractual obligations, for cases of culpable injury to life, body or health or for claims made under the Danish Product Liability Act. The limitation periods for damage claims also apply for the reimbursement of alleged expenditure.
For the purpose of having you as customer Wavely collect the following information: Full name, Postal address, Email address, Credit Card information & Mobile Phone Number. For the purpose of delivering the Wavely service, we collect the following information: Mobile Number (MSISDN), SIM-card number, IMEI-number, location data, (Mobile Network, Cell tower), Call routing information (incl. A- and B-number, IP-addresses), Usage logs (incl. roaming usages) from usage of e.g. products, content, SMS/MMS, voice and data.
In addition Wavely require this information to understand your needs and provide you with a better service, and in particular for the following reasons: Usage data for billing, Statistical analysis, Network optimization, Technical support, Purposes as otherwise required to fulfil the purpose of the Service . Wavely may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided
Wavely are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
Wavely shall only process Personal Data. Consequently, we reserve the right to process the collected basic data and traffic data, and submit this in particular to Network Infrastructure Providers and other telecommunications service providers, upon your instruction and if this can contribute to the detection of the misuse of telecommunication facilities and the abusive use of services.
On our wesite´s we use cookie´s. A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyse data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system. Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Our website´s may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
You may choose to restrict the collection or use of your personal information in the following ways: A/ whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes. B/ if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by writing to or emailing us at GDPR_requests@wavely.io. We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen.
You may request details of personal information which we hold about you under the General Data Protection Regulation. An administrative fee will be payable. If you would like a copy of the information held on you please contact at GDPR_requests@wavely.io . If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect.
Wavely will comply with Danish governmental or judicial orders or those in the country of the Network Infrastructure Providers, to provide traffic data if requested. Only if the Customer has given us explicit permission in this respect, we may use the Customer's Personal Data, i.e. basic data for purposes of advertising, market research or consulting.
Wavely may use Personal Data that is aggregated and anonymized for the evaluation and improvement of our Service.
The Customer explicitly agrees to the engagement of sub processors by Wavely in accordance with this agreement and entitles Wavely to enter into appropriate data protection arrangements with such sub-processers. Consequently, Wavely is entitled to forward the necessary accounting and receivables data, e.g. to a debt collection company in the case of judicial or extrajudicial proceedings aiming for the recovery of debt.
Unless expressly agreed otherwise in writing, data storage is not guaranteed by us. We will therefore not bear any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with respect to the loss or deletion of your data.
- Force Majeure
Despite the technology developed by Wavely constantly strives to ensure both network availability, as well as the overall functionality of its own systems, any liability for temporary interruptions of network availability caused by force majeure is excluded. This particularly applies to unforeseeable circumstances outside the control of Wavely, if they temporarily and unreasonably complicate the provision of the Wavely services including but not limited to significant operational default, regulatory or administrative measures, defaults in energy supply, or labor disputes.
Notwithstanding any subcontracting as agreed between the parties, Customer may not assign or otherwise dispose of the agreement or any part thereof without the prior written consent of the other party. Wavely may assign this Agreement to any of its affiliates,. However, should either of the parties sell or dispose parts or all of its business in any way, by means of sale, merger, fusion or absorption, the agreement will be transferred together with the business (subject to trade restrictions if applicable). The parties undertake to inform each other in writing as soon as a decision to dispose of the business or parts thereof is made.
Should individual provisions of the contract be or become invalid, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced with regulations with the intended economic purpose legitimately in mind.
- Trademarks and Logos
The use of Wavely trademarks and logos by customer and the use of customer’s trademarks and logos, including the affiliated companies of the parties requires mutual consent and the conclusion of a separate agreement between the parties.
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 confidentia. The foregoing confidentiality obligations apply to the termination of this contract, and for a period of three (3) years after its termination.