Terms and Conditions
Last updated: February 2, 2024
1. Definitions
In these terms and conditions the following words have the meaning stated below, unless from the context the contrary appears:
"Affiliate" refers to any entity that Controls, is Controlled by, or is under common Control with Simbase Global Group B.V. or the Customer entity agreeing to these terms. Here, “Control” signifies ownership of over 50% of the voting interests of the subject entity or the capability to direct or influence the management and policies of an entity, whether this is achieved through ownership, by contract, or other means.
“Agreement” means the Services Agreement, together with any and/or all SoWs in force as
applicable.
“Applicable Law(s)“ means all applicable laws, regulations, and other legal or regulatory requirements in any jurisdiction relating to the Agreement.
“APN” means an Access Point Name (APN) is the name of a gateway between a GSM, GPRS, 3G or 4G mobile network and another computer network, frequently the public Internet.
"Business Day" means a day other than day falling on a weekend or a bank holiday in the place of business or the arrondissement of Simbase.
"Charges" means the sums charged to the Customer by Simbase for the provision and use of a Service.
"Commencement Date" shall mean: (i) the date on which the Services are stated to commence in the relevant SoW; or (ii) the date on which the Services in question are provided to the Customer, whichever is the earlier.
“Confidential Information” means, all information in any form disclosed by the Disclosing Party to the Receiving Party in relation to, or in connection with, the subject of the Agreement or the Disclosing Party itself that:
is marked as being “confidential”, “proprietary” or similar;
in the case of information disclosed orally, is stated at the time of disclosure to be "confidential", "proprietary" or similar;
is, by its nature, commercially-sensitive, proprietary or of a class of information that would typically be regarded as being confidential; and/or
all material derived from, incorporating, representing or recording all or any material part of the confidential information.
“Connectivity Platform” means the management portal to register and use the companies services.
“Customer” means any legal person or natural person, acting in the exercise of his company, which enters into or wants to enter into an agreement with Simbase.
“Data” means all data transfers generated by End-Users using the Service.
"Data Protection Legislation" means all applicable data protection laws and regulations applicable in any jurisdiction in or into which Simbase is providing the Services or in which Personal Data is being processed.
“Day” means calendar day.
"Disclosing Party" means the Party that, directly or indirectly, discloses Confidential Information to the Receiving Party.
"Due Date" means the latest date by which payment of an Invoice must be received.
“End User” means the Customer’s end-user making use of the Service, which may be an individual or may be a machine.
"Effective Date" means the date of the Agreement.
“General terms and conditions” means these general terms and conditions.
“IMSI” means International Mobile Subscriber Identity, being a number which uniquely identifies each mobile subscriber.
"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.
"Invoice" means such document sent from time to time by Simbase to the Customer demanding payment in respect of a Service.
“IoT” means Internet of Things.
“IoT Connectivity Services” means the data and network services provided by Simbase to connect and manage the Customer’s Internet of Things devices.
“IoT Devices” means the Customer's Internet of Things devices, including but not limited to sensors, actuators, and other connected hardware.
“Mobile Networks” means the telecommunications infrastructure and wireless networks, including cellular and data networks used to provide IoT Connectivity Services.
“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.
“Network” is the mobile GSM network on which the End User is consuming Mobile Services at any given time.
"Order Form" means an ordering document or an online order, including a trial, executed between the Customer and Simbase Global Group B.V. (or their respective Affiliates), specifying the Service or Professional Services to be provided under this Agreement. Each Order Form constitutes a distinct and stand-alone agreement, incorporating the terms and conditions of this Agreement by reference, separate and independent from any other Order Form.
"Personal Data" and the "processing" thereof shall have the meaning given to those terms in the relevant Data Protection Legislation.
"Product Description" means the description and any technical specification of the relevant Service as incorporated into an SoW.
"Professional Services" means the customer success services provided by Simbase or its subcontractor, as detailed in the applicable Order Form.
"Receiving Party" means the Party that, directly or indirectly, receives Confidential Information from the Disclosing Party.
"Service" means Simbase's Connectivity Platform and the related connectivity services offered by Simbase.
“Service Agreement” means any specific service-level agreements or appendices attached to the Agreement.
“Service fees” means the charges and pricing for the IoT Connectivity Services, as outlined in the Agreement.
“SIM” or “SIM card” (short for Subscriber Identity Module) means a smart card that stores data for GSM cellular telephone subscribers.
“Simbase” means the company Simbase Global Group B.V., located at Herengracht 374, in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under number 75865378.
“SMS" means Short Message Service.
“Statement of Work” or “SoW” means a statement of work for the provision of Services.
“Term” means the duration of the Agreement.
“Voice" means all mobile originated and/or mobile terminated Calls.
“Website” means the website of Simbase, being www.simbase.com.
In the Agreement, unless the context otherwise requires:
the word "including" shall mean including without limitation or prejudice to the generality of any description, definition, term or phrase preceding that word, and "include" shall be construed accordingly;
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;
words in the singular shall include the plural and words in the plural shall include the singular;
words denoting any gender shall include all genders;
headings are used for convenience only and shall not affect the interpretation of this Agreement; and
references to any enactment shall be deemed to include references to such enactment as from time-to-time amended, extended, re-enacted or consolidated.
The defined terms "Simbase" and "Customer" shall include their respective successors and permitted
assigns.
In the event of an inconsistency (in the case of a particular SoW) between the provisions of the
Agreement and the applicable SoW, the latter shall prevail.
2. Applicability
These general conditions apply to all offers made by Simbase, quotations, agreements and all resulting commitments with the customer. As far as the customer (also) orders other products or services that are subject to special terms and conditions application, these also apply to the agreement between the customer and Simbase explained.
If the customer applies his own general terms and conditions to an agreement with Simbase states or refers to these terms and conditions, Simbase will not accept these general terms and conditions Simbase's general terms and conditions prevail, unless expressly otherwise at an earlier stage agreed.
The general conditions are communicated to the customer in advance and can always be consulted via the website and can also be downloaded there as a PDF file. The general terms and conditions are sent free of charge on request.
All that in these general terms and conditions and in any further agreements for the benefit of Simbase is stipulated, is also stipulated for third parties engaged by Simbase.
These general conditions do not apply to offers to and agreements with natural persons who do not act in the exercise of a business.
3. Offers and quotations
All offers / quotations from Simbase are without obligation and can always be revoked by it, even if they contain a deadline for acceptance. Offers / quotations can also be made by Simbase be revoked in writing within seven days of receipt of acceptance, in which case no agreement has been reached between the parties.
Offers / quotations can only be accepted in writing (including a acceptance by email). Simbase is nevertheless entitled to an oral accept acceptance as if it were done in writing. If the customer is on the website of Simbase places an order, then this order is the moment the customer presses the order button or receive an order confirmation by email, permanently. At the moment the customer of Simbase a confirmation by e-mail, a binding agreement is reached between the parties.
In advertising material in the broadest sense of the word, such as catalogs, price lists, leaflets, websites third-party data etc. are never binding on Simbase.
Unless otherwise express and written agreements are statements of sizes, weights and other data as reliable estimates as possible.
Pricing for different currencies are available via each separate pricing pages: EUR, GBP, CAD, AUD.
4. Billing
The customer will not be committed to purchase cellular connectivity for a pre-defined term, but will pay for the service on a daily basis. Simbase will bill Customer:
a. via Account balance for its use of the Services;
b. Any daily (i.e. non-prepay) charge is one calendar day. All daily charges will renew on 00:00:00 GMT hour at every day.
c. Fees based on Customer's usage of the Services;
d. All data sessions are rounded up to 1kb (1000 bytes) or a minimum of 0.0001. Every Call Detail Record will be generated, is rounded up to 1kb;
d. SIM cards in enabled state are billable.Any partial day of Services will be rounded up to a full day of Services for the purposes of calculating Fees.
5. Price
All prices charged by Simbase are based on the pricing list available for downloading on the Website as PDF. Unless custom quote or offer are expressly agreed otherwise in writing.
Unless expressly agreed otherwise in writing, the prices indicated by Simbase are always exclusive of VAT and excluding shipping costs.
Simbase is entitled to the prices or parts thereof for not yet delivered and / or not paid to adapt business or services to any changes in price-determining factors such as data charges, roaming agreements, wages, taxes, production costs, currency exchange rates and the like.
Simbase is always authorized to adjust the prices without delay if a statutory price-determining factor.
6. Payment
The cellular connectivity platform requires customers to add funds to their balance before they can access and use the platform's services. Funds can be added through the payment options provided by the platform.
The price of each service or feature will be specified on the platform's website, and the customer must agree to the price before adding funds to their account.
Customers can choose to add any amount of funds, subject to a minimum and maximum amount specified by the platform.
The customer's account balance will be updated immediately after a successful payment. The customer can then use these funds to access and use the platform's services.
The platform will not refund or exchange added funds except in the case of technical errors or system failures. In such cases, the customer must inform the platform's customer support team within 24 hours of the error occurring. The platform will investigate the issue and, if necessary, refund the customer's payment or credit their account with the appropriate amount.
SIM cards and hardware purchased on the Website are paid in full directly with a secured online payment process. Refunds for SIM cards and hardware are subject to the refund policy.
Simbase reserves the right to change the price of services or features at any time, without prior notice to customers. However, the platform will honor any purchases made before the price change.
The platform accepts various payment methods, including credit cards, debit cards, and online payment services. The platform reserves the right to change the payment methods available at any time.
The platform uses secure payment gateways to process all transactions. However, the platform is not responsible for any third-party payment gateway errors, delays, or other issues that may occur during payment processing.
Customers are responsible for ensuring that their payment information is accurate and up-to-date. The platform is not responsible for any errors or issues that may arise due to incorrect payment information.
Customers are responsible for all taxes and fees associated with their fund balance purchases. The platform will not cover any taxes or fees imposed by third-party payment gateways or financial institutions.
By adding funds to their account, customers agree to the platform's terms and conditions, including these payment terms.
7. Accounts and registration
The Simbase connectivity platform is free to sign up for, and customers can create an account by providing their name, email address, and other requested information on the platform's registration page.
Customers must be at least 18 years old to create an account on the platform.
Customers are responsible for maintaining the confidentiality of their account information, including their password, and for all activities that occur under their account.
Customers must provide accurate and complete information when registering for an account. The platform reserves the right to verify the information provided and to reject or suspend any account that contains false or misleading information.
The platform complies with all applicable privacy laws and regulations, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Customers can read the platform's privacy policy for more information about how their personal information is collected, used, and protected.
Customers can close their account at any time by navigating to the profile page of the account settings and delete the account as requested. The platform will delete all personal information associated with the account, except for information that the platform is required to retain by law.
The platform reserves the right to suspend or terminate any account that violates these terms and conditions, including but not limited to accounts that engage in fraudulent or abusive behavior, violate intellectual property rights, or violate any applicable laws or regulations.
The platform reserves the right to modify or discontinue any aspect of the platform's services, including account registration and management, at any time and without prior notice to customers.
The platform is not responsible for any damages or losses that may result from unauthorized access to a customer's account or from the customer's failure to comply with these terms and conditions.
By registering for an account on the platform, customers agree to the platform's terms and conditions, including these account and registration terms.
8. Delivery
As the place of delivery in all cases - unless otherwise written - the factual or the location of the customer's location or the location of the customer's order which was contracted.
The specification of delivery terms in offers / quotations, confirmations and / or contracts to the best of our knowledge and these will be taken into account as much as possible, but they are never to be regarded as a deadline.
The customer undertakes to enable Simbase to perform the delivery.
The customer guarantees at his own expense and risk that:
a. Simbase is provided with the necessary cooperation to perform the performance;
b. the ordered items or services are taken; and
c. the delivery under normal working conditions, during normal working hours of 08.00 - 18:00 GMT can take place.If the ordered items or services have been offered to the customer for delivery, but is delivery not possible on the grounds that the customer is one of the above mentioned in paragraphs 3 and 4 obligations have been fulfilled, purchase is deemed to have been refused. From this moment on the the customer is legally in default without further notice of default being required by Simbase. The day on which refusal of acceptance takes place shall be deemed to be the date of delivery of the ordered items or services. The goods are also from this moment at the risk of the customer, conform the article 'Risk transfer' in these general terms and conditions.
Without prejudice to the obligation to pay, the customer shall be held in the case referred to in paragraph 5 compensation of damage suffered by Simbase as a result of the refusal, including the making of costs for storage and transport, the latter costs being related to the on-site usual rates.
9. Risk transition
Regardless of what is between Simbase and the customer regarding transport and insurance costs agreed, the items remain at risk of Simbase, until the time they are in the actual the power of disposal of the customer or of the third party (s) engaged by the customer have been transferred by signing of waybills, checklists and / or packing lists or by actual delivery.
10. Retention of Title
The ownership of the goods delivered by Simbase to the customer only passes to the customer as this everything has been fulfilled by Simbase under all agreements with the customer and in that context to claim or receive services or activities that have been performed.
The customer is entitled, notwithstanding the provisions of paragraph 1, the goods that he has from Simbase received in the normal course of business.
The customer shall never be authorized to pledge, transfer and / or hand over and / or hand over the goods delivered in any way. Nor is the customer entitled to make any change to the case.
If the customer is in default with the fulfillment of his obligations, Simbase is entitled to the hair to retrieve belongings at the customer's expense from the place where they are located.
11. Liability
If one of the parties fails to comply with one or more of its obligation (s) from the agreement, the other party shall give notice of default to the latter, unless performance of the regarding obligation (s) is already permanently impossible, in which case the negligent party immediately is defective. The notice of default will be made in writing, with a reasonable notice to the negligent party period will be granted to fulfill its obligations. This term has it character of a fatal term. The liability of Simbase towards the customer for direct damage in the event of non-performance, late or improper performance is limited to the net invoice value of the relevant items or services.
The restriction referred to in paragraph 1 also applies if Simbase has been taken out by the customer for any other reason than the agreement concluded between them.
Direct damage is exclusively understood to mean:
a. Reasonable costs that a party would have to incur to perform a performance of the other party to the agreement. However, this damage will not be reimbursed if the other party has terminated the agreement;
b. reasonable costs incurred to determine the cause and extent of the damage for so the determination relates to direct damage within the meaning of the general terms and conditions; and / or
c. reasonable costs incurred to prevent or limit damage as far as the damage the suffering party demonstrates that these costs have led to limitation of direct damage in the sense of these conditions.Simbase is never liable for indirect damage, including consequential damage, forfeited profit, missed savings, damage due to business stagnation and all damage not covered by the direct damage within the meaning of these terms and conditions.
The limitation of liability does not apply if there is intent or gross negligence of directors and executives of Simbase.
Simbase is never liable in respect of the by the customer to Simbase in connection with the agreement on materials made available. The customer commits himself to this materials to take out adequate insurance.
Without prejudice to the above, Simbase is not liable if the damage is due to intent and / or gross negligence and / or culpable actions or injudicious or improper use of the delivered goods by the customer.
12. Software
When purchasing or using a software product, the customer receives access (Login if hosted in the cloud), the associated documentation (if any), as well as a user license in accordance with the licensing conditions of the manufacturer.
The customer automatically agrees with the first use of the software the relevant license conditions. The intellectual property of the product remains with the licenser. All rights to the product designations, brands, as mentioned and used by Simbase, logos etc. belong to the respective holders of these rights. When using the products the customer must respect all rights of third parties.
Keep installation of new software as well as changing already installed software the risk of data loss. The customer must take measures to prevent data loss. Simbase is not liable for damage resulting from the installation of new software.
13. Indemnification
The customer indemnifies Simbase insofar as permitted by law, in respect of liability towards one or more third parties, which arose from and / or connected with the execution of the agreement, irrespective of whether the damage was caused by Simbase or by its aid (s), auxiliary or delivered goods and / or services is caused or inflicted. In addition, the customer indemnifies Simbase, insofar as the law does permitting, for all claims of third parties in connection with any infringement of intellectual property rights of these third parties.
The customer shall ensure adequate insurance with regard to the above-mentioned risks.
The customer is always obliged to do everything in his power to limit the damage.
14. Force majeure
If performance on the part of Simbase or purchase by the customer due to force majeure for more than one month is delayed, each of the parties - with the exclusion of further rights - is authorized to to dissolve the agreement in accordance with the law. That which has already been fulfilled under the agreement or has been performed, the parties will then be settled pro rata.
Under supremacy of Simbase is in any case understood:
a. the circumstance that Simbase represents a performance (including a performance by the customer) interest in connection with the performance to be delivered, not, not timely or improperly delivered;
b. strikes;
c. disruptions in traffic;
d. government measures that prevent Simbase from fulfilling its obligations on time or in a proper manner come;
e. riots, rebellion, war;
f. extreme weather conditions;
g. fire; and / or
h. import, export and / or transit bans.If there are unforeseen circumstances that are of such a nature that the customer goes to reasonableness and fairness performance of Simbase can not be expected, the judge can demand one of the parties dissolve the agreement in whole or in part.
15. Dissolution
Each of the parties has, in the cases described below and in so far as it has been granted, the contract without further notice of default and judicial intervention, wholly or in full partially, with immediate effect to terminate:
a. if the other party has applied for or obtained a suspension of payment
or the other party has been declared bankrupt;
b. when the other party's company is wound up voluntarily or involuntarily;
c. when the enterprise of the other party merges or is taken over;
d. when a substantial part of the assets of the other party are seized;
and / or
e. when there are other circumstances in which the continuation of the agreement can not be required.The authority to dissolve the agreement shall only vest in each of the parties if the other party - after a proper and as detailed as possible written notice of default with proposal for a reasonable period for the purification of the shortcoming, attributable inadequate in the fulfilment of material obligations pursuant to the agreement.
If the agreement is dissolved, Simbase's claims against the customer are immediate claimable. If Simbase suspends the fulfilment of the obligations, it will retain its claims the law and agreement.
Simbase always retains the right to claim compensation.
16. Intellectual property
Simbase guarantees that the goods it delivers do not, as such, infringe Dutch patent rights, design rights or other rights of industrial or intellectual property of third parties.
If nonetheless must be recognized by Simbase or by a Dutch judge in a lawsuit a decision that can no longer be challenged is determined, that any delivery made by Simbase case infringes the rights of third parties as referred to here, Simbase will, at its discretion, consult to replace the relevant item with the customer by a case that does not infringe on the relevant item acquire a right or license fee in this matter, or take the matter in question against repayment of the price paid for it, less the depreciation normally to be considered, without being held to further compensation.
However, the customer loses the right to the benefits specified in paragraph 2 if he does not notify Simbase in a timely and complete manner about claims from third parties as referred to above in this article informed, as a result of which Simbase has not been able to properly fulfill its rights in this respect to defend.
17. Transmission
The customer is not allowed to have obtained without written permission from Simbase rights and obligations arising from the agreement to third parties.
18. Privacy and security
Simbase respects the privacy of the customer. Simbase handles and processes all personal data it is provided in accordance with the applicable legislation, in particular the Protection Act Personal data. The customer agrees with this processing. To protect the personal data of the customer Simbase applies appropriate security measures.
For more information about privacy, please refer to the Simbase website.
19. Remaining
Any deviations from these general terms and conditions can only be made in writing agreed. No rights can be derived from such deviations until later entered into legal relationships.
The administration of Simbase applies, subject to proof to the contrary, as proof of the client's performance requests and / or orders. The customer acknowledges that electronic communication can serve as proof.
If and in so far as any provision of the general terms and conditions is declared void or is destroyed, the other provisions of these general conditions will remain unaffected by stay power. Simbase will then determine a new provision to replace the void / nullified provision, where possible the purport of the void / voided provision will be taken into account.
The place of performance of the contract shall be deemed to be the place where Simbase is located.
20. Applicable law
All disputes between Simbase and the customer, which may arise as a result of a by Simbase agreement entered into with the customer or agreements resulting therefrom, shall, unless Simbase and the customer have agreed otherwise in writing in this respect first instance to be settled by the competent court in the place of business or the arrondissement of Simbase.
On agreements, and all ensuing non-contractual obligations, between Simbase and the customer to which these general conditions relate is exclusively Dutch application. The Vienna Sales Convention 1980 is expressly excluded.