GENERAL TERMS OF SERVICES

 1. DEFINITIONS

“Activate”(and its derivatives) means the status of Activated objects authorized to emit or receive data on the Sigfox Network.

“Activated object”means the device Activated by the Customer enabling the access to the Sigfox Network.

“Affiliates”means with respect to a specified person, party or entity, person, party or entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such specified person, party or entity.

“Appendix(ces)”means the appendix(ces) to these General Terms of Services:

  • Appendix 1: Description of the Connectivity Services;
  • Appendix 2: Selling Price;
  • Appendix 3: SLAs; and
  • Appendix 4: Sigfox Geolocation.

“Broker”means a purchaser of a large amount of Services in view to resell them (i) without adding services on top of the Services or (ii) without a Significant Added Value.

“BSS”means the business support system.

“BSS Order”means the Customer’s order of Services through an acceptance click of the order on the Portal in accordance with these General Terms of Services and the terms and, where appropriate, conditions available on the Portal and attached to such order.

“Certify”(and its derivatives) means the process through which the Distributor, Sigfox SA or any entity designated by Sigfox SA validates objects fulfill the criteria necessary for any authorized connection to the Sigfox Network.

“Confidential Information”means the terms and conditions of these General Terms of Services or any other information designated as confidential by either the Distributor or the Customer or understood by them to be confidential.

“Connectivity Services”means the services allowing the connection of the Activated object to the Sigfox Network.

 “Control”(including, with correlative meanings, “controlling”, “controlled by” and “under common control with”) means the power to cause the direction of the management of such person, party or entity, directly or indirectly, whether through ownership of voting securities or otherwise.

 “Coverage Map”means the geographic areas displayed publicly on www.sigfox.com, which refers to the outdoor estimated coverage of the Sigfox Network.

“Customer”: means the entity that wishes to subscribe on the Portal to the low throughput communication services of the Distributor and other related services, in view (i) to connect its objects for its internal needs and/or (ii) to include these services in its solutions to be provided to its own end-customers.

“Customer Application”means the software application belonging to the Customer that interacts with Activated object through the Frame.

“Data”means any Frames or other information or data transiting on the Sigfox Network and/or concerning the Distributor, Sigfox SA or the Customer, applications and/or functional and technical characteristics of Activated objects.

“Distributor” means the distributor appointed by Sigfox SA (a company registered under the laws of France and under the number 514 582 444 in the Trade and Companies Registry of Toulouse) to market and sell the Services to the Customer.

“End Customer”means any entity or person which purchases the Global Offer from the Customer.

“Equipment”means a base station (accessories included) deployed and maintained by the Distributor and the other distributors.

“Force Majeure Event”has the meaning given to it under Danish Sale of Goods Act (24), it being specified that the Force Majeure Event shall also include labor strikes of any nature, pandemic and epidemic diseases, revolutions, riots and curfews.

“Frame(s)”means any data emitted or received by an Activated object.

“General Terms of Services”means this service agreement, including its appendices and any amendments.

“Global Offer”means the offer proposed by the Customer to the End Customers, which should include at least the Activated objects and the Connectivity Services.

 “Portal”means quotation tool and order registration system available on an extranet website or web application, which enables the Customer to place BSS Orders.

“Routing and Storage System”(or “Cloud”): means technical infrastructure being the core routing system of the Sigfox Network, routing and storing Frames coming to the corresponding Customer Application (uplink) and from the Customer Application to the right Activated object (downlink).

“Selling Price”means the price of the Services as specified below.

“Service(s)”means (i) the services described in the General Terms of Services and in Appendix 1 including the Connectivity Services and (ii) the Sigfox Geolocation described in Appendix 4, available to the Customer, as may be updated from time to time in accordance with the provisions of the General Terms of Services.

“Service Level Agreement”or “SLA”means the service levels described in Appendix 3, as may be updated from time to time in accordance with the provisions of the General Terms of Services.

 “Sigfox Network”means the low-throughput cellular network and associated architecture designed by Sigfox SA based on its technology (using ultra-narrow band).

“Significant Added Value”means the value of the services offered to the End-Customers on top of the Services in order to constitute the Global Offer. Such services are defined as financial or commercial engineering, billing, specific payment and/ or commercial terms, forward pricing, bundle with Activated objects and other services or platforms, volume risks management, application platform, currency risks management. It is being understood that to qualify as Significant Added Value, the added value of the service must represent at least minimum 50% of the price of the Services incorporated in the Global Offer.

 

2. PURPOSE

The purpose of these General Terms of Services is to set out the terms and conditions under which the Distributor provides to the Customer the Services in consideration of the payment by the Customer of the Selling Price.

3. CONTRACTUAL DOCUMENTS

3.1. Orders

Nothing in the General Terms of Services shall be construed as implying any commitment from the Distributor to provide any Services as long as BSS Orders have not been placed by the Customer in accordance with these General Terms of Services.

Once placed by the Customer in accordance with these General Terms of Services, such BSS Orders shall be legally binding, governed by these General Terms of Services and deemed an integral part of them.

3.2. Order of priority

In the event of a conflict between the provisions of the documents which are part of the General Terms of Services, the following order of priority shall apply:

  • first, the body of the General Terms of Services;
  • second, the Appendices and;
  • finally, the BSS Orders (including the terms and conditions available on the Portal and attached to the BSS Order).

4. PRIOR INFORMATION

 4.1. Identification of distributor

The Distributor is a[form of company]; it is registered under the laws ofDenmarkand under number [to be completed]with the Trade and Companies Registry of [to be completed].

The Distributor engages in its operation in accordance with the license issued to it on [to be completed]by [specify name and address of agency having issued the license].

The Customer may approach the Distributor at any time, in order in particular to obtain information relating to the Services, at the following address: support@iotdk.dk.

The Distributor attests that it has taken out a policy with the insurance company [enter identification of insurer]to guard against the pecuniary consequences of its professional third-party liability for the following territories: [to be completed].

4.2. Contents of the offer

In order to subscribe for the Services offered by the Distributor, the Customer shall go through the following steps:

  • connect to the Portal;
  • select the location of its principal office and/or domiciliation;
  • select the offer it wishes to subscribe for
  • enter its identity and correspondence information and those of its company by completing each compulsory field marked with an asterisk, or if it already has a user account, connect to its account by entering its user name and password;
  • check the details of its BSS Order and the full Selling Price for the BSS order;
  • click on “Proceed to payment”;
  • enter the information required to make the online payment;
  • confirm the BSS Order.

4.3. Validation and confirmation of BSS Order

Before confirming its BSS Order, the Customer shall:

  • check the details and total price for the BSS Order;
  • correct any errors, as regards its personal information. More specifically, in the event that when creating its user account, the Customer should fail to complete a compulsory field, no customer account may be created, and no order placed. The compulsory fields not completed shall then be highlighted (e.g., in red, or exclamation mark) in order to enable the Customer to identify them easily and complete/correct them.

Validation of the BSS Order shall occur on the Customer’s second click, which shall be a clear and unambiguous expression of its consent to subscribe for the Services.

Once the BSS Order has been validated, a message confirming receipt of the BSS Order by the Distributor shall be displayed on screen, together with a recapitulation of the details of the Customer’s payment. Confirmation in writing of the BSS Order shall also be sent to it by electronic means upon receipt of the BSS Order by the Distributor at the e-mail address entered by the Customer when placing the BSS Order.

Within twenty-four (24) hours after receipt of the BSS Order by the Distributor, a message shall be sent to the Customer detailing the instructions to connect its objects and obtain the Services.

The BSS Order, and any related information, shall be retained for a term of 5 yearsin a dedicated database in the Distributor’s computer system. The Customer may, at any time during 5 years after validation of the Order, request the Distributor in writing [finans@iotdk.dk]to provide a copy of its BSS Order.

5. DURATION

These General Terms of Services come into force on the date of the validation of the BSS Order and for the duration set out in the relevant BSS Order.

6. DISTRIBUTOR OBLIGATIONS

Subject to the compliance by the Customer of its obligations, in particular those specified in Articles 7 and 8, the Distributor undertakes to:

  • provide the Services in accordance with the General Terms of Services;
  • perform its obligations under the General Terms of Services in accordance with good industry practice;
  • comply with laws and regulations applicable to its business as a provider of such Services;
  • comply with the SLA;
  • reply to any reasonable request from the Customer for information related to the Services or to the Sigfox Network;
  • provide to the Customer an access to the BSS and to the Portal in accordance with their respective terms and conditions of use which are available on the BSS and the Portal.

The Customer acknowledges that, without incurring any liability, the Distributor may suspend the Services for any maintenance, modification and/or technical failure of the Sigfox Network and notably to safeguard the security and integrity of the Sigfox Network. Distributor shall give the Customer prior notice of such suspension, where reasonably practicable.

The Customer also acknowledges that access to the Sigfox Network and the quality and availability of the Services may be affected by events outside of Distributor’s control, including, but not limited to, atmospheric conditions, physical obstructions, other radio interference, internet suspension or services provided by third parties. Notwithstanding such adverse effects on the Services, which may lead to Data not being conveyed or received as intended, the Distributor shall not be held liable for such events and related effects, the Selling Price shall remain due and payable by the Customer without any refund from the Distributor.

7. CUSTOMER OBLIGATIONS

7.1. General

The Customer undertakes to:

  • pay the Selling Price as specified under Article 8;
  • use the Services only for its own internal needs and/or within the sale of its Global Offers;
  • use the Portal according to the terms and conditions of use available through the Portal in order to place the BSS Orders for Services;
  • ensure to have adequate operational systems which allow the Customer to connect to the BSS and the Portal.

7.2. Use of Services

The Customer acknowledges that the Sigfox Network is subject to laws and regulations, including from authorities such as the European Telecommunications Standard Institute and the US Federal Communications Commission, and therefore shall:

  • comply with all laws and regulations applicable to its business, activity or obligations under the General Terms of Services and/or to the Global Offer, including but not limited to those related to the use of the spectrum by Activated objects and applicable export laws, regulations and orders;
  • not use the Services in connection with illegal activities (terrorism, crime, etc.) and/or dual-use military applications designed for military items, including any computer services in connection to them;
  • not use the Sigfox Network to store or transmit unlawful data, or to store or transmit data in breach of third-party rights;
  • not interfere with or disrupt the integrity of the Sigfox Network and not gain or attempt to gain unauthorized access to the Sigfox Network or its related systems;
  • not connect to the Sigfox Network any Activated object, equipment, materiel, products or systems that have not obtained a Certification as of that date;
  • not reverse engineer, disassemble or decompile any software embedded in Activated objects.

Furthermore, the Customer acknowledges and agrees that all Activated objects cannot communicate at the same time and that all communication must be carried out in compliance with any existing and future applicable standards and norms published or recommended by a standardization organization or authority.

7.3. Global Offers

In addition to the obligations described above, the Customer shall:

  • not act as a Broker and not provide directly or indirectly, including through its Affiliates the Services to a Broker in order to (i) guaranty a quality service to the Customer and (ii) to protect the branding of the Distributor and of Sigfox. As an exception, the Customer is allowed to sell the Service and therefore shall not be deemed to be a Broker, provided that (i) it does not cumulate Activated objects from different End Users or third parties in the same BSS Order and (ii) all Activated objects in every and each BSS Order are solely assigned, directly or indirectly, to one distinct End Customer or third parties including its Affiliates;
  • procure the compliance by the End Customers with any relevant obligations in the General Terms of Services concerning the use of the Services, including with Article 7.2;
  • provide, under its sole responsibility, the Global Offer to the End Customers in compliance with its obligations. As a result, the Customer is responsible for dealing with and settling any request, complaint and claim from the latter regarding the Global Offer and/or the Activated object. The Customer shall immediately inform the Distributor of any material comment or complaint from the End Customers related to the Sigfox Network.

8. FINANCIAL CONDITIONS

8.1. Price, invoice and payment

The Selling Price (Order Total) includes sales tax and any other delivery charges.

It is calculated and invoiced by Distributor in accordance with Appendix 2 for the Connectivity Services.

The details and/or manner of computation of the Selling Price are set out in Appendix 2.

No reduction and/or discount shall be applicable.

The Distributor shall issue an invoice for the Customer upon validation of the Order and payment of the relevant Selling Price, sent to it by e-mail at the address entered when creating the user account. It shall retain a copy.

Invoices are due and payable by the Customer at the date of the placement of the BSS Order. The Service is made available after validation of the payment by Distributor.

9. INTELLECTUAL PROPERTY

The performance of the General Terms of Services shall not include the transfer or license of any right, including Distributor’s intellectual property rights, assets and/or methodologies.

The use of the Distributor or Sigfox SA proprietary signs or trademarks shall be subject to and made in accordance with guidelines available on (i) the brand platform https://brand.sigfox.com as may be modified by Sigfox SA from time to time in its sole discretion and (ii) the brand platform [www.iotdk.dk] as may be modified by Distributor from time to time in its sole discretion.

However, it is agreed that either the Distributor or the Customer may indicate to third parties that the Distributor is providing Services to the Customer and the Distributor may use the Customer as a commercial reference.

10. DATA

At Distributor’s request, the Customer shall communicate Data concerning the application type (for example: utilities, energy, tracking, metering, monitoring, assisted living, telemedicine, payment, access control) and also the functional and technical characteristics of Activated objects (for example number of sensors, autonomy, class of emission).

Such Data is required to optimize Services and any features therein.

The Distributor informs the Customers that Sigfox SA is required to process Data collected while processing Frames in order to allow the Distributor and Sigfox SA (including its Affiliates) to collect, process, store Data, including transferring such Data outside Denmark. By signing the Subscription Agreement, the Customer gives its consent for the use of Data by Distributor and Sigfox SA (including its Affiliates) for the purpose of enhancing the Services (including premium options), of conducting analytics and for the provision of new advanced services. To the extend required by applicable law or regulation, Customer shall ensure that the individual users of the Activated objects (Customer internal users and/or End Customers, as the case may be) authorize Sigfox SA to collect, process, transfer and store outside the jurisdiction where the individual users are located, such Data.

11. CONFIDENTIALTY

Both the Distributor and the Customer undertake to each other to treat as confidential all Confidential Information.

They may only use the Confidential Information for the purposes of, and in accordance with, the General Terms of Services (BSS Order included) and may only provide their employees, directors, sub-contractors, professional advisers and Affiliates’ employees with access to the Confidential Information on a strict “need-to-know” basis.

They shall ensure that the aforementioned people are bound to hold all Confidential Information in confidence to the standard required under the General Terms of Services.

On termination or expiry of the General Terms of Services, this article shall remain in full force and effect for three (3) years from such expiry or termination.

12. AUDIT

The Distributor (including, for the purpose of this article, any designated auditors) shall have the right to perform audits in order to ensure the compliance of the Customer with its obligations under these General Terms of Services and BSS Order(s) (in particular with the prohibition to act as a Broker), upon reasonable prior notice to the Customer and during normal business hours.

In the event the Customer is in breach of its obligations, the costs and expenses entailed by any related audit shall be fully borne by the Customer.

The Customer shall fully co-operate with the Distributor and the external auditors appointed by the Distributor, as the case may be, including by providing the access to any relevant information to the extent reasonably necessary to carry out the audit.

13. NON-COMPETITION

The Customer shall not own, operate and/or deploy, either directly or through its Affiliates (current or acquired throughout the duration of the General Terms of Services) a public low power wide area network in the ISM and/or SRD band in any area(s) likely to compete with the Sigfox Network and/or technology defined as a radio communication network with a data rate optimized for a few kbps communications, for the duration of the General Terms of Services.

Failure to comply with the abovementioned provision, shall entitle the Distributor to block Frames from Activated objects in such area(s), without prejudice to the right to terminate the General Terms of Services as per Article 15 and to the liability incurred by Customer as a result of such failure.

14. SUSPENSION OF THE SERVICES

14.1. Suspension with notice

Without prejudice to its other rights and remedies under the General Terms of Services and the applicable law, the Distributor is entitled to suspend all or part of the Services, after giving eight (8) day notice in writing to the Customer:

  • if the Customer is in breach of any of its obligations set out in Articles 7 and 8 above; or
  • in case of use of the Services or Activated objects is non-compliant with the General Terms of Services;

except if the Customer cures the breach or pays the invoice, as applicable, within the period of eight (8) days mentioned above.

14.2. Suspension without notice

Without prejudice to its other rights and remedies under the General Terms of Services and the applicable law, the Distributor is entitled to suspend all or part of the Services without notice:

  • in case of use of the Service or Activated objects that seriously affects the stability or the security of the Sigfox Network; or
  • in case of any fraudulent or illegal use of the Service and/or of the Activated object;
  • in case of a request and/or order from law enforcement, a judicial body, or other government agency or regulatory body;
  • where provision of the Service is or becomes unlawful under any applicable law.

14.3. Consequences of the suspension

Upon any such suspension, the Distributor shall not be liable for any damages that may result or arise out of such suspension.

The suspension shall trigger the payment of all the amounts due by the Customer to the Distributor pursuant to the General Terms of Services, whether invoiced or to be invoiced.

15. TERMINATION

The rights of termination of the General Terms of Services pursuant to this Article are in addition to, and not in lieu of, any other rights or remedies that the Distributor or the Customer may have under the General Terms of Services or applicable law.

15.1. Termination by either party

The General Terms of Services may be terminated, in whole (including all BSS Orders) or in part (only the BSS Order(s) concerned by the termination event), at any time and with immediate effect, by the Distributor or the Customer giving a prior written notice thereof to the other party upon the occurrence of any of the following events:

  • On the Distributor initiative:
    • subject to a thirty (30) day written notice to the defaulting party, of a breach of any provision of the Articles 7 and 8, if the relating breach remains uncured at the expiration of such period;
    • in case of a request and/or order from law enforcement, a judicial body, or other government agency or regulatory body;
    • where provision of the Service is or becomes unlawful under any applicable law.
  • On the Customer’s initiative:
    • subject to a thirty (30) day written notice to the defaulting party, of a breach of any provision of the Article 6, if the relating breach remains uncured at the expiration of such period.

15.2. Consequences of termination or expiry

Expiry or termination of the General Terms of Services shall not automatically terminate any BSS Order in effect prior to such termination or expiry.

The currently effective BSS Orders as of the termination or expiry date of these General Terms of Services shall continue to be governed by the terms of these General Terms of Services until such BSS Orders’ duration expire or is terminated.

However, in case of breach of Article “Use of the Services”, and/or “Assignment” all or part of the BSS Order(s) in effect prior to such termination may be terminated.

Termination of the General Terms of Services and of all or part of the BSS Orders shall trigger the payment of all the amounts remaining due by the Customer to the Distributor pursuant to the General Terms of Services and such terminated BSS Orders, whether invoiced or not, until the date of termination.

The expiry or termination of the General Terms of Services shall not affect their provisions which are expressly or by nature intended to remain effective after the expiry or termination of the General Terms of Services, including Articles “Intellectual Property”, “Confidentiality” and “Liability”.

If the General Terms of Services are terminated or expired, the Distributor and the Customer undertake to destroy the items and documents of any nature which may have been provided or made available to it.

16. LIABILITY

The Distributor and the Customer have a duty to mitigate the damages and losses that would be recoverable from the other party pursuant to these General Terms of Services and BSS Order(s) by taking all appropriate and reasonable actions to reduce or limit the amount of such damages or amounts.

16.1. Liability of the Distributor

The Distributor shall be liable as of right for proper performance of the Services, and the obligations arousing out of the General Terms of Service.

The Distributor’s total and aggregate liability under the General Terms of Services regardless of the nature, basis and form of the proceeding brought by the Customer against the Distributor shall not exceed the amount paid to the Distributor by the Customer for the Service subject to the claim during the twelve (12) months preceding the event giving rise to such claim.

The liability cap set out above shall not apply in case of gross negligence or willful misconduct of the Distributor or in the event of death or bodily injury caused damage to any Customer’s employee by the Distributor, for which the Distributor is legally liable and solely responsible.

Under no circumstances shall the Distributor be liable for indirect damages, as well as for any damage resulting from an interruption of business or an operating loss, loss of profits, benefits or clients, damage to reputation, the non-occurrence of anticipated savings, productivity gains or competitive advantage.

The Distributor’s liability for any failure to perform its obligations under the General Terms of Services and BSS Order(s) shall be excused, if such failure is related to or caused by any of the following:

  • any act or omission by the Customer or its employees, suppliers, providers, agents or third parties, including any failure to perform its obligations under the General Terms of Servicesor, where applicable, any wrong description of its needs or specifications leading to the inadequacy of the Services;
  • any act or omission by any third party or a Force Majeure Event.

The Distributor disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

16.2. Liability of the Customer

The use of the Services, the provisions and the sales of the Global Offers by the Customer to End Customers are carried out under the sole control, direction and liability of the Customer.

Moreover, the Customer is responsible for the good compatibility and commutability of Activated objects with the Service and the Sigfox Network.

In addition, the Customer guarantees and shall defend, hold harmless and indemnify the Distributor from and against any and all losses, including lawyers’ fees and damages, which may result from any proceeding or claim filed by End Customers or by any third party regarding the Global Offer and/or the Activated object, except if such proceeding or claim is directly based on a failure of the Distributor to fulfill its obligations.

17. FORCE MAJEURE

Neither the Distributor nor the Customer may be bound to perform its obligations deriving from the General Terms of Services for the period during which (and to the extent that) it is unable to perform its obligations, in whole or in part, due to a Force Majeure Event under article 24 in Danish Sale of Goods Act.

Where any Force Majeure Event (whether it relates to the Distributor or the Customer) subsists for thirty (30) or more consecutive days, each party shall be entitled to terminate the General Terms of Services.

18. MISCELLANEAOUS CLAUSES

18.1. Assignment

Neither the Distributor nor the Customer shall assign or transfer the General Terms of Services in whole or in part, or any of its rights and obligations under these General Terms of Services, without the prior written consent of the other party.

The aforementioned consent is not necessary for the assignment or transfer of the General Terms of Services to an Affiliate.

18.2. Subcontracting

In case of sub-contracting, the Distributor and/or the Customer shall remain responsible for its/their contractual obligations under these General Terms of Services performed by its subcontractors to the same extent as if such obligations have been performed directly by such party.

18.3. Amendments

The Customer acknowledges that the General Terms of Services and its Appendices may be updated or amended from time to time, without the Customer’s consent, if such update or amendment (i) is required by any applicable law or regulation, or (ii) is neutral or more favorable for the Customer (e.g., in case of extension of the Coverage Map, for improvement of the Services or to add or change functionalities or terms and conditions attached to the BSS Order).

Notwithstanding the foregoing, any BSS Order may be modified by the Distributor only subject to the Customer’s express consent, in particular as regards its duration, the features of the Service, or the Selling Price.

18.4. Autonomy

The General Terms of Services cancel and replace any prior agreement, whether written or verbal, between the Distributor and the Customer relating to the same matter and expresses their entire obligations with respect to the matter hereof.

18.5. Independence of the parties

The Distributor and the Customer shall be independent contractors. Except as expressly provided in any contractual document, the Distributor does not undertake to perform any obligation of the Customer, whether regulatory or contractual, or to assume any responsibility for the Customer’s business or operations.

The General Terms of Services establish and shall only be construed as establishing a contract between unrelated business entities for the provision and purchase of Services and does not and shall not be deemed to create a joint venture, partnership, fiduciary or agency relationship between the Distributor and the Customer for any purpose.

The Customer shall not make any agreement, guaranty or representation on behalf of the Distributor and/or Sigfox SA.

19. APPLICABLE LAW – JURISDICTION

The General Terms of Services shall be governed by, construed and enforced in accordance with the laws of Denmark, excluding conflicts of law rules.

In the event the parties fail to amicably revolve any dispute arising in connection with the formation, validity, interpretation or performance of the General Terms of Services, such dispute shall be submitted to the exclusive jurisdiction located within the jurisdiction of the court of Copenhagen, Denmark.

APPENDIX 1

DESCRIPTION OF THE CONNECTIVITY SERVICE

The Connectivity Services is the services allowing the connection of the Activated object to the Sigfox Network.

This Connectivity Services is composed of the following services:

  1. IoT Connectivity Services that consist in:
  • Conveying uplinks Frames emitted by an Activated object towards the Customer Application, from the Equipment to Cloud where Frame will be rendered available for the Customer;
  • Conveying downlink Frames from the Cloud to the Activated object when requested;
  • Managing of a database containing a 12-month rolling record of Customer Frame (subject to applicable regulation).
  1. Portal and APIs Service that consist in providing access to a management platform that included a set of tools giving an access to:
  • the web services allowing both push and pull access to Customer data;
  • a tool allowing the management and the placement of BSS Order.

First Level Support to Customers that consist in

providing the registration, the classification and the management of any event (such as, but not limited to, incident or problem) impacting Service performances or any request in regard to the Service(s).

APPENDIX 2

SELLING PRICE

 The price of the Connectivity Services is detailed in the pricing page of the Portal.

APPENDIX 3

SLAs 

This Appendix is designed as the terms and conditions (hereinafter referred to as the “Terms and Conditions of the SLAs”) applicable to the service level agreement (hereinafter referred to as “SLAs”).

These Terms and Conditions have been communicated at the date of the BSS Order and may be updated from time to time for technological or commercial purposes.

The Parties acknowledge the necessity of updates in order to achieve the state-of-the-art quality of service and the fact that such updates entail the modifications necessary of the Terms and Conditions of the SLAs, in order to meet the requirements of the global nature of the Sigfox Network in the common interest of the Parties. The Parties therefore confirm that they will implement such updates to this Appendix. The Parties will negotiate in good faith necessary deviation to the Terms and Conditions of the SLAs in order to comply with applicable mandatory regulations.

Customer acknowledges that it will not object any update of the Terms & Conditions of the SLAs, if such update (i) entails modifications that do not substantially deviate from the principles set out in this Appendix, (ii) entails modifications that are necessary to comply with applicable mandatory regulations, as long as such modifications have been negotiated in good faith between the Parties, (iii) are made in the common interest of the Parties, and (iv) provided such updated Terms & Conditions of the SLAs have been sent by Distributor sent by e-mail to Customer prior to the entry into force of the revised Terms & Conditions of SLAs. Failure to meet one of the above-mentioned conditions will entitle the Customer to request further discussions related to the updated Terms & Conditions of the SLAs, by sending a refusal notice (“Refusal Notice”) to Distributor within a fifteen (15) day period from the sending of the Terms and Conditions of the SLAs by Distributor (the “Refusal Notice Period”). In the event, no such Refusal Notice is sent by the Customer during the Refusal Notice Period, the updated Terms and Conditions of the SLAs will be deemed to be accepted in full by Customer and will come into force with no additional formality, as soon as the Refusal Notice Period has elapsed.

In the event, Customer has sent a Refusal Notice within the Refusal Notice Period, both Parties will negotiate in good faith the adaptations needed for such update to be effective. If no agreement is reached on such adaptations at the expiry of a two (2) month period from the refusal notice, the preceding version of the Terms and Conditions of the SLA will remain in force. Distributor reserves the right not to confirm such update before the end of the Refusal Notice Period.

The service level agreement (“SLA”), the operational level agreement (“OLA”) and the support service are described in this Appendix.

SLA

  • SLA indicators
  1. For IoT communication uplink delivery time (“UDT”):Distributor shall use its best endeavors to ensure that no less than 98.00% (excluding reasons provided for in Article 4 of the General Terms of Services and in Article 1.3 of this Appendix) of Frames are received by one or more base stations of the Sigfox Network, are delivered in output of Cloud interface (which the Customer Application is connected to) in less than one (1) minute.
  2. For IoT communication service availability: Distributor shall use its best endeavors to ensure that the IoT Communication Service is provided on a 24/7 basis and 52 weeks a year, and with an availability no less than 99% per calendar quarter (excluding reasons provided for in Article 4 of the General Terms of Services and in Article 1.3 of the Appendix). This rate is calculated as follows:

TSN-R Availability (i.e. the time expressed as a percentage for a calendar quarter during which the Sigfox Network is available to receive and process a Frame), multiplied byRouting and Storage System availability (i.e. agreed Routing and Storage System uptime in minutes minusRouting and Storage System downtime) divided byagreed Routing and Storage System Uptime], multiplied by100.

The performance indicators of the above-mentioned SLA shall be calculated:

  • Object for each territory (in which Activated objects are affected),
  • at the end of each calendar quarter

 

  • Definition of Service Credits

Service Credits means the method described below by which the Distributor will compensate the Customer for the breach of the SLA described in this Appendix.

All Service credits are calculated on a per BSS Order basis.

 

  • Service Credits

The SLA provides a formula through which the Customer is entitled to Service Credits based upon the performance of the Distributor against the targets specified here above.

The payment of such service credits by the Distributor is considered as a global sum compensation for the Customer and shall be exclusive of any other indemnities in this respect.

The Distributor calculations of Service Credits shall be provided within ten (10) days after the end of the quarter following the previous quarter and shall be binding in the absence of manifest error.

Claims for Service Credits where a SLA was not achieved must be made in writing within thirty (30) days from the sending by the Distributor of such SLA indicators.

The corresponding Service Credits will be calculated at the beginning of the fourth month following the end of the quarter and will be invoiced on a quarterly basis by the Distributor in the form of a credit note.

The Distributor shall not be liable for a failure to meet a Service Level and associated Service Credits are not applicable in the following circumstances:

 

  • For reasons provided for in Article 4 of the General Terms of Services;
  • Incident on circuits or network elements provided by other communications providers or others common carrier not attributable to the Distributor and/or not under the Distributor’s control or liability;
  • Event beyond the Distributor’s control or “Force Majeure Event”, as stated in the General Terms of Services;
  • As a result of any failure of the Customer to comply with the General Terms of Services which impact the Service Level.
  • Where the Service is suspended in accordance with the General Terms of Services.
    • 3.1. For the UDT

The Distributor shall provide Service Credits to the Customer where the Distributor fails to meet the SLA defined in Article 1.1 a) of this Appendix.

Service Credits will equal 1%, per step of 1% below 98% of Subscription fees for such Activated object affected.

1.3.2 For the availability of the Sigfox Communication Services

The Distributor shall provide Service Credits to the Customer where its fails to meet the SLA defined in Article 1.1 b) of this Appendix.

Service Credits will equal 1%, per step of 0.1% below 99%, of Subscription fees for such Activated object affected by the unavailability.

  • 3.3 Service Credit Limit

The limit of all Service Credits paid each quarter by the Distributor pursuant to Article 1.3.1 and Article 1.3.2 of this Appendix is set at 10 % of the Subscription fees of Activated objects of an Order due per quarter by the Customer to the Distributor.

 Operational level agreement (“OLA”)

The Distributor shall follow and respect the operational level agreement defined as follows and which allows the Customer to follow-up the Service.

In the event of a recurrent non-achievement of one or all of the OLA over a period of one (1) month, the Distributor and the Customer shall try to define and agree new indicators.

  1. The Distributor shall use its best endeavors to ensure that the portal and APIs service are available for the Customer non-less than 99,8% of time per quarter (excluding scheduled downtime);
  2. The Distributor shall provide to the Customer a service desk during opening hours which is available as follows:

 

Priority Target Incident Acknowledge Time Target time to solve Target communication updates
P1

Critical Service Affecting

15 Business minutes 4 Business Hours Every hour until resolution
P2

Major Service Affecting

1 Business Hour 8 Business hours Every 2 hours until resolution
P3

Minor Service Affecting

1 Business Day 5 Business Days N/A

 

It is being specified that the Customer shall define in good faith the incident priority level as mentioned above to request Sigfox support. In case of wrong qualification done by the Customer, the Distributor may requalify the incident priority and shall inform the Customer accordingly.

All incidents are processed during working days (Monday – Friday) within the hours (8:00h – 16:00h Danish time) on phone number 0045 42 90 19 03 or mail support@iotdk.dk.

A KPI on the incidents reported by the Customer will be reported and discussed during the relevant governance instance. Any wrong or abusive qualification of P1 and P2 incidents by the Customer shall result in corrective measures defined by the Parties and to be implemented by the Customer.

  1. The Distributor shall perform scheduled maintenance activities on the Sigfox Network to keep the Service running (e.g. regular service tests), correct possible errors in the system (e.g. configuration changes or installation of patches) or ensure Service continuity. The Distributor shall provide the Customer with relevant information about the scheduled maintenance in compliance with the following notice time frames:

The notification shall include information about:

  • Planned Start and End Times
  • Planned Start and End Times of Service Impact (if any)
  • Service Impacted (if any)

 

Notification Submitted at latest 10 Business Days in advance
Duration Estimated start time and end time communicated to the Customer

 

Scheduled maintenance activities exclude any emergency intervention on the Sigfox Network.

Incident Management and escalation principles

This section describes the principles between the Customer and the Distributor associated to the incident management and the escalation process.

  • 1 Incident Management

All incidents are assigned a priority which defines the target incident intervention times as specified in this document.

When the Customer detects a potential incident, the Customer shall diagnose the issues reported by the End Customer within its Global Offer and take all necessary actions under its responsibility and to its best knowledge before calling the Distributor service desk, particularly rule out the cause attributable to the Customer.

Once the Customer has ruled out causes related to other elements of its the Global Offer, the Customer shall notify the detected incident by creating a ticket in the Distributor trouble ticketing system, or in case of unavailability of the system by sending an E-Mail to the service desk with all relevant information at its disposal about the incident to enablethe Distributor to proceed with a focused investigation. In case of P1 incidents, the Customer could as well make a telephone call to the Distributor service desk.

  • 2 Escalation Process

During the management of an Incident, an escalation could be triggered by any of the Parties.

The escalation matrix is to be jointly defined by the Customer and the Distributor.

 

The following is an example of a typical escalation matrix:

 

Escalation Level Customer Distributor
1 1st level of escalation* Service Desk
2 2nd level of escalation* Service Desk Manager
3 3rd level of escalation* Service Manager
4 4th level of escalation* Business Manager
5 Executive Executive

*Job Title to be specified

APPENDIX 4

SIGFOX GEOLOCATION 

This Appendix is designed as terms and conditions (hereinafter referred to as the “Terms and Conditions”) applicable to the services concerning the provision of Sigfox geolocation service (hereinafter referred to as “Sigfox Geolocation”).

No warranty or Service Level Agreement as set out in General Terms of Services is provided as to the quality, accuracy or coverage of the Sigfox Geolocation.

These Terms and Conditions have been communicated at the date of the BSS Order and may be update from time to time.

Any update of these Terms and Conditions shall be sent prior to the automatic entry into force of the revised Terms and Conditions without requiring a consent and additional formality. Such updated Terms and Conditions will only impact new BSS Orders that are placed after such notice.

  1. Definition

Sigfox Geolocation consists in providing a location service (latitude/longitude and radius) of Activated object delivered through a callback or API interface for each Frame (including Test Frame) sent by an Activated object.

Availability and accuracy of Sigfox Geolocation depend on the location of the Activated object and related indicative information are displayed on http://www.sigfox.com/en/sigfox-geolocation(on the date of acceptance of the Terms and Conditions and may be updated from time to time).

  1. Provision of Sigfox Geolocation
  • BSS Order

Sigfox Geolocation shall be included in the BSS Order at its placement and during its validity.

  • Operational level objectives

Sigfox Geolocation is provided on a best effort basis and according to the indicative featuresas operational level objectives defined as follows.

  • Availability

Sigfox Geolocation is provided on a 24/7 basis and 52 weeks a year, on any territory Sigfox Network, with an availability of no less than 99% per one calendar quarter.

  • Delivery time

Sigfox Geolocation is provided on a 24/7 basis and 52 weeks a year, on any territory Sigfox Network, in less than three (3) minutes for no less than 98% of cases per one calendar quarter.

  • Success rate

Sigfox Geolocation is provided in no less than 90% of Frame received on the territory Sigfox Network.

  • Data

By using and/or providing Sigfox Geolocation, Customer procures that it has obtained the consent of the individual users of the Activated objects for the use and the processing by Sigfox SA of certain data while processing Frames in order to provide the Sigfox Geolocation, enhance the quality of Sigfox Geolocation and any features therein relating to the Product, as well as for analytical purposes and develop new Sigfox services.

  1. Financial conditions and payment terms

The price of Sigfox Geolocation is included in the Selling Price if Customer has selected this option in the BSS Order.