Terms of Service
Last updated: May 1, 2021
We are 1oT OÜ, a company registered in Estonia, registry code: 14611026 (“1oT”).
We provide to our customers (the “Customers”) access to mobile data connectivity and SMS services for IoT and M2M applications through the provision of SIMs on the basis of Carriers’ (wholesale) services as well as access to 1oT Terminal at www.1oT.com (the “Services”).
These Terms of Service serve as the base Agreement, and we may (at our discretion) make available to our Customers a service description, i.e. a document including a detailed description of the scope and elements of the Services, SIMs, 1oT Terminal and other aspects relevant to the Services (the “Service Description”). The Service Description may also include Carrier Specific Conditions, in addition to a general part applicable to the Services.
By placing an order as described below and using our Services, you confirm that have carefully read and understood these Terms of Service (the “Terms”) and agree to be bound by these Terms. These Terms (https://1oT.com/tos), the Privacy Policy (https://1oT.com/privacy-policy), the Service Description (if made available) and the documents referenced herein as integral part of the Agreement form together a legally binding agreement between 1oT and the Customer (the “Agreement”) that shall govern the provision of respective Services.
1. DEFINITIONS
In these Terms the following terms have the following meanings:
| “1oT Terminal” | a software-based connectivity management platform (web portal) made available to the Customer as part of the Services that allows the Customer to control and manage SIMs with certain free-of-charge features and optional value-added paid applications; |
| “Agreement” | defined in the preamble; |
| “ASP” | application service provider, i.e. a provider of a service or product that integrates the Services into its own product and service as an inseparable component and integral part of a complete solution and that does not make the Service available to any person separately or as a standalone product or service; |
| “Business Day” | any day other than a Saturday, Sunday or a public holiday in Estonia; |
| “Carrier” | any mobile network operator (MNO), a mobile virtual network operator (MVNO), roaming partner or other third party that provides, directly or indirectly, services or products (on a wholesale basis or otherwise) based on which 1oT provides Services to the Customer under the Agreement; |
| “Carrier Specific Conditions” | limitations, restrictions, terms, conditions and obligations relating to the services, SIMs or Profiles of any specific Carrier as may be established and amended from time to time, which may include (without limitation): (i) certification and other requirements and standards applicable to hardware used by the Customer or its End Customers; and (ii) description of purposes and fields of activities for which the use of respective services, SIMs or Profiles is not permitted; Carrier Specific Conditions (if and as applicable at the relevant time) form also an integral part of the Agreement; |
| “Documentation” | all documents made available to the Customer in connection with the Agreement; |
| “End Customer” | the Customer’s (ASP’s) end customer who uses the Customer’s (ASP’s) product or service into which the Services have been integrated as an inseparable component; |
| “Fees and Prices” | fees and prices payable for the Services; |
| “Misuse of Services” | (i) use of Services, SIMs or Profiles in breach of any requirement, restriction, term or condition of the Agreement (including any Carrier Specific Condition or other parts of the Service Description, if made available); (ii) breach or alleged or potential breach by the Customer or its End Customers of any applicable laws and regulations relating to the Services; (iii) damage, potential damage or threat to any Carrier arising from or in connection with the use of the Services by the Customer or its End Customers; or (iv) any other material breach of the Customer’s obligations under the Agreement; such material breach including any breach which, if capable of remedy, is not remedied within 14 days of the date of 1oT’s notice to the Customer about such breach; |
| “Order Confirmation” | acceptance of the Customer’s order for Services and SIMs that specifies (i) the number of SIMs to be delivered to the Customer (ii) the form factor and type of SIMs (iii) expected delivery date of SIMs (iv) date of start of Services and accrual of Fees and Prices (v) payment methods and terms of payment, if different from the terms and conditions of the Agreement; Order Confirmations form an integral part of the Agreement; |
| “Price List” | list of Fees and Prices applicable to Services that specifies (I) different pricing models that can be selected by the Customer (for example “Pay-As-You Go”, “MB Package” or any other model or package available from time to time); (ii) applicable prices and fees per consumption/use of Services per country or region; and (iii) any other information relevant to pricing. Price Lists (as applicable from time to time) are incorporated by reference into, and form an integral part of, the Agreement; |
| “Profile” | combination of a file structure, data and applications to be provisioned onto or present on an eUICC (eSIM) and which allows, when enabled, the access to a specific Carrier infrastructure; |
| “Service Description” | defined in the preamble; |
| “Services” | defined in the preamble; |
| “SIM” | a SIM (UICC) or eSIM (eUICC) card, in the form factor of 2FF, 3FF, 4FF (or combinations of 2/3/4FF) or in embedded (chip) form of MFF2; |
| “Software” | 1oT Terminal and any other software that may be made available by 1oT to the Customer as part of the Services; |
| “Support Period” | defined in Section 6.1. |
| “Virus” | thing or device (including any software, code, file or programme) which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, device, equipment, hardware, network or service and/or (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data and/or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; |
| “Vulnerability” | a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability. |
2. SERVICES
2.1 The terms and conditions of the Agreement govern the provision of all Services by 1oT to the Customer, including any services which are not defined in these Terms, but which are explicitly listed and described in the Service Description (if made available).
2.2 The Customer acknowledges and agrees that:
2.2.1 1oT performs the Services within the boundaries of its technical and operational capabilities; and
2.2.2 the Services are provided on the basis of respective (wholesale) services provided by the Carriers; and
2.2.3 the type, scope and elements of such Carriers’ services, including the available networks, roaming networks, transmission technologies, may vary and change from time to time; and
2.2.4 the network coverage available through the Services depends, among other things, on the radio coverage of the network being used which can be affected by, among other things, the location of the Customer’s hardware in a building, the quantity and nature of the telecommunications traffic and atmospheric conditions; and
2.2.5 the availability and/or quality of certain elements of the Services depends on the features, specifications, limitations and conditions of the hardware used by the Customer (or its End Customers) and all elements of the Services are not supported by all hardware (for example, not all IoT modules support eSIM functionality and changing respective Carrier Profiles).
2.3 Accordingly, the Customer expressly agrees that (i) all elements of Services that are based on Carriers’ services or products, are provided to the Customer only in such scope, with such availability and with such limitations, restrictions and conditions that apply to the respective Carrier’s services on which the respective elements of Services are based and that (ii) any Services are provided only with such elements, scope and quality that are supported by the Customer’s (or its End Customers’) hardware.
2.4 Furthermore, 1oT does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services or Documentation will meet the Customer’s requirements or that the Software or the Services will be free from Vulnerabilities.
2.5 The Service Description may be made available to the Customer through 1oT Terminal, by e-mail (for example, through a link in the e-mail) or in any other manner accepted by the Customer in the course of use of the Services. 1oT may unilaterally change the Services Description or the type and scope of Services provided in case (i) 1oT itself improves, changes, adapts or adjusts any of the Services, including adds or removes any features or elements of the Services (ii) any Carrier changes the type, scope or elements of products and/or services on which the Services are based (iii) there is any change in 1oT’s costs, expenses, risks and/or liabilities relating to the provision of the Services or (iv) there are other objective reasons of whatsoever nature.
If the Service Description is made available, 1oT shall notify the Customer of changes in the Service Description by providing an updated Service Description by e-mail, through 1oT Terminal or in any other manner accepted by the Customer in the course of the use of Services. If the Customer does not agree with the updated Service Description, the Customer may terminate the Agreement under Section 10.2. The continued use of Services by the Customer following 1oT’s notification of the updated Service Description constitutes an acceptance by the Customer of such updated Service Description.
3. ORDERING PROCESS
3.1 The Customer may from time to time purchase the Services and SIMs by placing an order through 1oT Terminal or send an e-mail to sales@1oT.com. The Customer shall ensure that all information provided in the context of its order is true, correct and complete.
3.2 The respective order of the Customer is deemed accepted only if 1oT provides the Customer with an Order Confirmation by e-mail or through 1oT Terminal.
3.3 All costs and expenses incurred by 1oT in connection with the delivery of SIMs to the Customer will be reimbursed by the Customer on the basis of respective invoices issued to the Customer.
3.4 The Customer shall protect all SIMs against unauthorized use, theft or damage.4. USE OF SOFTWARE (1oT TERMINAL) AND DOCUMENTATION
4.1 Subject to other terms and conditions of the Agreement, 1oT hereby grants to the Customer a limited non-exclusive, non-sublicensable and non-transferable license to use the 1oT Terminal and other Software (if any) and Documentation.
4.2 To access the 1oT Terminal, the Customer must have a respective account on 1oT’s web portal. The Customer shall ensure that all information provided in the context of its account is true, correct and complete.
4.3 The Customer shall keep a secure password for its use of 1oT Terminal and shall ensure that such password is changed regularly and kept strictly confidential. The Customer shall inform 1oT immediately upon becoming aware of any breach of security or unauthorized use of the account.
4.4 The Customer will have access to 1oT Terminal only while the respective SIMs purchased by the Customer are in Live, Offline and Sleep Statuses and subject to the terms and conditions of Section 9 and 10.
4.5 1oT Terminal and any other Software is provided to the Customer on an “as is” and “as available” basis without any warranties of any kind either express or implied.
4.6 1oT shall make reasonable efforts to make 1oT Terminal available 24 hours a day, seven days a week, but does not warrant that the access will be uninterrupted. Access may be interrupted, among others, for scheduled and unscheduled maintenance.
4.7 The Customer acknowledges and agrees that 1oT and/or its licensors own all intellectual property rights in the Software and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks, or any other rights or licences in respect of the Services, Software or the Documentation.
4.8 Except as may be allowed by mandatory provisions of applicable law, the Customer shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software and/or Documentation (as applicable) by any means or (ii) attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
5. CUSTOMER’S OBLIGATIONS RELATING TO THE USE OF SERVICES
5.1 The Customer shall use the Services exclusively for the purpose of implementing IoT (internet of things) and M2M (machine-to-machine) solutions. The Customer shall not use nor allow the use of Services for any other purpose.
5.2 The Customer shall not use the Services for transfer of circuit switched data via a voice channel, for the use of VoIP Protocol or for instant and personal messaging.
5.3 The Customer shall not use the Services to provide any services to any third party or resell, market or offer the Services or make them otherwise available to any third party, except that the Customer, as an ASP, may integrate the Services to its own service or product provided to its End Customers (who use the Services only as an integral part of the product or service of Customer and not as a standalone or separate product or service).
5.4 The Customer shall ensure that neither the Customer nor any of its End Customers act as providers of telecommunication services or may be qualified as providers of telecommunication services on the basis of the use of the Services.
5.5 The Customer shall comply with all applicable laws and regulations relating to the use of the Services, obtain all permits, authorisations and registrations and comply with all notification and similar obligations relating thereto and ensure that the use of Services by itself and its End Customers (if applicable), including the purpose of such use, complies fully with all applicable laws and regulations.
5.6 The Customer shall also comply with all Carrier Specific Conditions of which the Customer has been notified in any manner, including, by a respective notice appearing in 1oT Terminal when the Customer downloads or otherwise applies the Profile of the respective Carrier.
5.7 The Customer shall also ensure that all devices and hardware used in connection with the Services comply fully with all applicable laws and regulations and, to the extent required, are duly certified and/or registered by or with appropriate authorities. The Customer shall also ensure that all such devices and hardware comply with Carrier Specific Conditions of which it has been notified in accordance with Section 5.6. At the request of 1oT, the Customer shall provide 1oT with proof of such compliance, certification and/or a registration in the form acceptable to 1oT.
5.8 The Customer (and not 1oT) is liable for any and all content, information and data transmitted, made available, or processed in any way through the use of the Services or in connection therewith. The Customer is also liable for any consequences of any use or misuse of, or reliance on, the Services.
5.9 The Customer shall ensure that 1oT does not incur any damages or costs and is not liable to any person as a result of the use of Services or Misuse of Services by the Customer.
5.10 The Customer shall not access, store, distribute or transmit any Viruses in connection with the Services and shall not introduce or permit the introduction of, any Virus or Vulnerability into the 1oT’s and Carriers’ network and information systems.
5.11 The Customer shall not use the Services in a way that:
5.11.1 is unlawful, immoral, unethical or in conflict with industry guidelines, practices or codes;
5.11.2 harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or other ground;
5.11.3 causes damage or injury to any person or property;
5.11.4 may cause malfunctions or other adverse or unforeseen effects on the functionality or operation of the Services, telecommunication or other networks or the network infrastructure; or
5.11.5 may infringe the intellectual property rights of any person.
5.12 The Customer shall not access any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.
5.13 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify 1oT.
5.14 The Customer shall provide 1oT with all necessary cooperation in relation to the Agreement and all information and documents required by 1oT for the performance of its rights and obligations under the Agreement. The Customer shall also provide 1oT with all information, documents and access requested by 1oT to audit the compliance by the Customer with the Agreement, including any Carrier Specific Condition.
5.15 The Customer shall comply with all requests and orders of public authorities, regulatory bodies and Carriers relating to the use of Services and shall assist 1oT with respective requests or orders received by 1oT in connection with the Services.
5.16 The Customer shall also notify 1oT immediately of any actual, alleged or potential breach or non-compliance by the Customer or its End Customers with any condition, requirement or restriction set forth in the Agreement (including any Carrier Specific Condition).
6. SUPPORT
6.1 1oT’s customer support is available during the following time periods (“Support Period”):
6.1.1 for technical (non-critical) matters: on Business Days from 8:00 to 17:00 (GMT +2);
6.1.2 for critical technical matters (outage of network, unavailability of Services, SIM faults and similar matters): on Business Days from 8:00 to 22:00 (GMT +2);
6.1.3 for sales support, pricing discussions and similar matters: on Business Days from 8:00 to 17:00 (GMT +2).
6.2 The Customer shall contact 1oT as follows:
6.2.1 for technical (non-critical) matters: by sending a respective enquiry to support@1oT.com;
6.2.2 for critical technical matters: by sending a respective enquiry to support@1oT.com and including “URGENT” in the e-mail subject;
6.2.3 for sales support, pricing discussions and similar matters: by sending a respective enquiry to sales@1oT.com
6.2.4 issues escalated to 1oT without “URGENT” in the email subject will be automatically raised as non-critical tickets in our system
6.3 1oT shall make reasonable efforts to respond to Customer’s enquiries submitted in accordance with the Agreement as follows:
6.3.1 provide initial response to the URGENT enquiry: no later than within two hours in the Support Period (on Business Days from 8:00 to 22:00 (GMT +2));
6.3.2 provide initial response to the non-urgent enquiry: no later than within two hours in the Support Period (on Business Days from 8:00 to 17:00 (GMT +2));
6.3.3 make its best efforts to find a solution to a technical matter: no later than within 48 hours starting from initial response in the Support Period;
6.3.4 provide a more detailed explanation to the respective issue: no later than within 10 Business Days.
6.4 1oT’s obligations under this Section 6 are subject to other provisions of the Agreement, above all, the provisions of Section 8.
7. FEES AND PRICES AND PAYMENT
7.1 In consideration for the Services the Customer shall pay to 1oT the appliable Fees and Prices.
7.2 The amounts of Fees and Prices are set out in Price List which will be made available to the Customer through 1oT Terminal, by e-mail (for example, through a link in the e-mail) or in any other manner accepted by the Customer in the course of the use of the Services. However, the Customer acknowledges and agrees that due to (i) the nature of Services (ii) 1oT’s role as an aggregator of Carriers’ services and (ii) the inability of 1oT to exercise control over Carrier’s decisions and actions, 1oT may unilaterally change the Fees and Prices at any time and from time to time. Above all, 1oT may unilaterally change the Fees and Prices in case (i) any Carrier changes the fees and/or prices of products and/or services on which the Services are based (ii) there is any other change in 1oT’s costs, expenses, risks and/or liabilities relating to the provision of the Services or (iii) there are other objective reasons of whatsoever nature.
7.3 1oT shall notify the Customer of changes in Fees and Prices by providing an updated Price List by e-mail, through 1oT Terminal or in any other manner accepted by the Customer. If the Customer does not agree with the changes, it may terminate the Agreement under Section 10.2. The continued use of Services by the Customer following the receipt of the updated Price List constitutes an acceptance by the Customer of the Fees and Prices in the updated Price List.
7.4 The amounts of Fees and Prices are exclusive of value-added tax (VAT) unless otherwise explicitly specified in the Price List. Any and all taxes, levies, duties and similar charges incurred outside the Republic of Estonia, including any import and export duties, taxes and charges incurred in connection with the delivery of SIMs outside the Republic of Estonia shall be borne by the Customer and, if initially borne by 1oT, reimbursed to 1oT on the basis of respective invoices.
7.5 The Customer shall pay the Fees and Prices in accordance with the invoices issued by 1oT on a monthly basis. The Fees and Prices shall be paid in euros within 30 days of the date of invoice by a bank transfer to 1oT’s bank account specified in the invoice or, if not specified, the bank account specified in accordance with Section 13.
7.6 Section 7.5 shall not apply to the extent the Parties have agreed on other payment method (for example, credit card, PayPal) or other payment term in the Order Confirmation.
7.7 The Fees and Prices are non-cancellable and non-refundable.
7.8 Upon any delay with any payment under the Agreement 1oT may request the Customer to pay a penalty for delay in the amount of 0.05% of the delayed amount per each day of delay.8. LIMITATION OF LIABILITY
8.1 1oT is not liable for, and the Customer may not rely on, any breach, event or circumstance (including any limitation, fault, problem, delay or interruption in the Services and/or in the delivery, transmission, re-transmission or reception of data via the Services):
8.1.1 that has been caused by or is attributable to any action or omission of, or other circumstance depending on any Carrier or any other third party, including (without limitation) any outage of or other issues with Carrier network or roaming partner network;
8.1.2 for which the respective Carrier is not liable towards 1oT under the respective legal relationship between the Carrier and 1oT; or
8.1.3 that has been caused by or is attributable to specifications, limitations and conditions of the hardware used by the Customer (or its End Customers), including (without limitation) any use of hardware that does not fully support the respective elements of the Services.
8.2 Neither Party is liable to the other Party, whether under the Agreement or otherwise, for any damages other than direct proprietary damages. A Party is not liable for any loss of revenue, loss of business, anticipated savings or profits or any indirect, special or consequential damages or similar damages. The aforesaid limitation does not apply in case the damage is caused intentionally or through gross negligence.
8.3 1oT is liable for any breach of the Agreement only if it has committed the breach intentionally or as a result of gross negligence.
8.4 1oT’s aggregate liability arising in connection with the performance of the Agreement shall be limited to the total amount of Fees and Prices paid by the Customer during 12 months immediately preceding the date on which the claim arose.
9. SUSPENSION OF SERVICES
9.1 1oT may suspend the provision of the Services to the Customer, including by way of deactivation of SIMs or Profiles, if there is a Misuse of Services or if this is necessary to ensure the security of 1oT’s website(s), 1oT Terminal and/or other users of the Services.
10. TERMINATION OF AGREEMENT
10.1 The Agreement is for an unfixed term.
10.3 1oT may terminate the Agreement unilaterally ordinarily, i.e. without providing any reason, by giving the Customer at least 6 months advance notice.
10.4 1oT may terminate the Agreement unilaterally extraordinarily without advance notice in case any of the following occurs:
10.4.1 commencement of restructuring or similar proceedings in respect of the Customer;
10.4.2 appointment of interim trustee (in bankruptcy) in respect of the Customer or commencement of bankruptcy proceedings in respect of the Customer;
10.4.3 there is a Misuse of Services;
10.4.4 any payment by the Customer under the Agreement is overdue by more than 14 days; and/or
10.4.5 any other material breach by the Customer of its obligations, including any breach which, if capable of cure, is not cured within 14 days of the date of 1oT’s notice to the Customer about such breach.
10.4 1oT may terminate the Agreement unilaterally extraordinarily also in case any actions or omissions of any Carrier or other third party or other circumstances depending on any Carrier or other third party (including unavailability of Carrier’s services or material changes in such services) materially impair the ability of 1oT to provide the Services to the Customer and such situation is not of temporary nature.
11. CONFIDENTIALITY
11.1 The terms and conditions of the Agreement and any information about the other Party and its business obtained in the course of preparation or performance of the Agreement which the Party had not obtained without the entry into the Agreement shall be considered as confidential information (“Confidential Information”).
11.2 A Party shall not disclose any Confidential Information to any third party nor use the Confidential Information for any purpose other than the performance of the Agreement except (i) upon the prior written consent of the other Party or (ii) if the disclosure is required under applicable laws and regulations or (ii) the Confidential Information is disclosed to the Party’s banks, auditors or professional consultants and advisers who are bound by an obligation to hold such information confidential.
11.3 A Party may only disclose the fact of entry into the Agreement and the name, trademark and logo of the other Party in its press materials, website and other sales and marketing materials for the purposes of the promotion of the Services, with written confirmation mutually agreed between both Parties.
11.4 The obligations set forth in Section 11 of the Agreement shall survive the termination of the Agreement and shall apply, in respect of each item of Confidential Information, for a period of three years after the disclosure of the respective item of Confidential Information.
12. FINAL PROVISIONS
12.1 The Agreement (together with Service Description(s), Order Confirmations, Price Lists, Carrier Specific Conditions and other documents referenced herein as parts of the Agreement) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior declarations of intent, agreements and other communication between the Parties with respect to the subject matter hereof (merger clause).
12.2 References to words “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.
12.3 The Agreement and any rights or claims arising out of or in connection with the Agreement (including any non-contractual claims) shall be governed by the substantive law of Estonia without giving effect to any conflicts of law rules.
12.4 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in the Arbitration Court of the Chamber of Commerce and Industry of Estonia in accordance with its rules. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Tallinn. The language of the arbitration shall be English.
13. NOTICES
13.1 Unless otherwise specified in the Agreement any notice or other communication under the Agreement must be in a form reproduceable in writing and, in case of notice to 1oT, must be sent to the respective e-mail address specified in Section 13.3. A notice required to be made in writing must be (i) hand-signed and delivered personally by hand or sent by registered mail (and in case of notice to 1oT) to the address specified in Section 13.3 or (ii) electronically signed and sent by e-mail (an in case of notice to 1oT) to address specified in Section 13.3. Any notice of the Customer is deemed to have been sent by the Customer and has legal effect only if it is received from an e-mail address that is attached to the Customer’s user account in 1oT Terminal.
13.2 A notice or communication made in accordance with Section 13.1 shall be deemed received as follows: (i) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours means 9:00 am to 5:00 pm Monday to Friday on a day that is not a public holiday in the place of receipt); (ii) if delivered by hand (including courier delivery), at the time of delivery; and (iii) if sent by registered mail, on the 4th day after posting.
13.3 1oT’s addresses, contacts and other details are specified below:
Address: Järvevana tee 7b, Tallinn 10112, Estonia
Technical support: support@1oT.com
Billing: accounting@1oT.com