M2M Standard

1. Scope

   1. The following are the standard terms and conditions applicable in respect of the IoT / M2M Services available to pay monthly business customers (“the Customer” and/or “You”). These terms shall govern the relationship being entered into by and between You and Melita Limited (operating under the brand “melita.io”);

   2. Upon the Customer’s signature this Agreement together with any other applicable terms and conditions specific to a particular tariff, promotion or offer shall together have the force of law between the parties.

   3. The Internet of Things (IoT)/ Machine to Machine (M2M) Services (“Service”) is a telecommunication service that makes information transfer and/or exchange of data over the public internet through mobile networks between devices without human intervention. Such Service may also include SMS functionality subject that such a functionality is limited to non-interpersonal usage.

   4. The use of the Service by the Customer shall be subject to these Terms and Conditions.

2. Definitions

   1. “Activation” shall mean the process of making the Service operational.

   2. “Activation Date” shall mean the date when Melita issues the SIM cards to the Customer, following the conclusion of the Agreement;

   3. “Agreement” shall mean these Terms and Conditions together with any annexes which must be read in conjunction and any other applicable terms and conditions from time to time.

   4. “APN” shall mean the specific Access Point Name for the IoT Service.

   5. “End User” shall mean Your employee or agents or any person using the SIM Card and/or the Service(s) provided to You.

   6. “SIM Package” shall mean the totality of SIM cards allocated to You as listed in the “SIM Quantity” field of the Order Form. Each SIM Package cannot be smaller than 10 SIM Cards.

   7. “Force Majeure” shall mean any cause preventing either Melita or Customer from performing any or all of its obligations under this Agreement which arise from or is attributable to acts, events, omissions or accidents beyond the control of Melita or Customer including but not limited to acts of God, war (whether declared or not), sabotage, riot, explosion, government controls, restrictions or prohibitions or any other governmental act or omission whether local or national, or any other event beyond either parties’ reasonable control.

   8. “IoT/M2M Terminal(s)” shall mean routers, gateways or wireless devices and any firmware embedded in such device.

   9. “IoT Melita Portal” shall mean the connectivity management web portal where You can manage Your IoT Services through https://www.melita.io.

   10. “Melita” and “We” shall mean Melita Limited (C12715) and “our” and “us” shall be construed accordingly.

   11. “Service” shall mean the M2M and/or IoT service which Melita offers herein as defined in 1.3 above

   12. “Suspension” shall mean the event when a SIM Card is temporarily suspended through the “melita.io IoT Portal”.

3. Services

   1. Melita reserves the right to accept or refuse to provide any Service to any Customer. Melita may refuse to provide Service to any person (i) who refuses to provide a copy of their Memorandum and Articles of Association or any other official document that shows the authorised signatories of the company ; (ii) who is not the Customer or who is not authorised by the Customer to sign this Agreement; (iii) who after having his credit worthiness and status checked does not qualify for Service under Melita’s current credit policy; (iv) who has a history of failure to pay any fees or charges for any Service provided by Melita; (v) of whom it has proof or serious suspicion of fraud or use of SIM card(s) for the purpose of breaching this Agreement, in violation of statutory or regulatory provisions and/or contrary to public order, policy or good morals; (vi) a company which is a defaulter or whose director is a defaulter ; (vii) who disrupts or threatens to disrupt the proper functioning of Melita’s network

   2. The Customer shall be responsible for the correctness and completeness of the information submitted by him.

   3. The Agreement shall come into effect on the date of signature of this Agreement.

   4. Melita shall perform the Activation of the Service as quickly as possible whenever the Customer is compliant with the terms of this Agreement.

   5. Melita shall have the right to vary the Terms and Conditions within this Agreement at any time by giving You 30 days written notice of such amendments and such amendments shall automatically become part of this Agreement at the end of the said notice period. If You do not accept any such amendments, You have the right to terminate the Service without incurring any penalty during the 30-day notice period. Customer’s continued usage of our Service beyond this notice period will be deemed Your acceptance of the changes.

4. Melita’s Responsibilities, Rights and Remedies

   1. Melita will endeavour to provide reliable and effective Service to the Customer, we are however unable to guarantee that our Services will be uninterrupted and/or fault free and we do not guarantee availability of our network at all times.

   2. Melita shall not be responsible for disruption to the Service which are due to:

      1. Malfunctions and interruptions of the network due to external sources;

      2. Any equipment used together with the SIM cards;

      3. Customer changing the use and/or the environment of the M2M or IoT;

      4. Any other factors which Melita has no connection to;

      5. Impositions made on Melita by means of any applicable law or lawful order issued by any competent court, tribunal or authority;

      6. Force Majeure.

   3. Melita will not be held liable for the incorrect use or the improper functioning of the SIM cards by the Customer or End User.

   4. The SIM Package provided to the Customer shall be for his use. Melita shall not be responsible in any way vis-à-vis any End User.

   5. Any SIM We provide to You, against payment or otherwise, remains our property and must be returned to us if We ask for it back. You must ensure that the SIM is kept safe and can only be used to access our Services. SIM cards are easily damaged and should be handled with care. If the SIM is lost, stolen or damaged call us immediately. If the SIM is lost or stolen You will be liable for all charges relating to use of the SIM (including data usage) up to the time that You notify us that Your SIM is lost or stolen, regardless of whether the Charges have been incurred by You or someone else. If the SIM is lost You might be liable to pay a reasonable replacement charge. You may request a replacement SIM and We may provide it as soon as reasonably practicable, but We reserve the right to charge the Replacement of damaged / lost/ stolen SIM Charge as per Annex B- Schedule of Charges. Melita reserves the right to recall any SIM from the Customer at any time to enhance or maintain the quality of the network.

5. Customer’s Responsibility

   1. Customer is obliged to adhere to all the terms of this Agreement and any applicable legislation.

   2. Customer shall be required to advise Melita of any changes to his data during the term of the Agreement.

   3. Customer shall use reasonable efforts to maintain in good standing, and shall ensure that all End Users using part or all of the services being offered have so obtained and so maintain, all such consents, approvals, licenses, permits and other approvals, both governmental and private, if necessary, to use the services;

   4. The Customer may make the SIM cards in the SIM Package available to End Users in accordance with this Agreement, however the Customer remains Melita’s contractual partner and liable for all acts and omissions of such End Users including but not limited to, payments of fees arising from use of the Service. All obligations arising from this Agreement remain full force and effect. The Customer acknowledges his own and full liability for any actions, omissions and behaviour as well as of the End User.

   5. Customer shall perform its obligations under this Agreement and use the Service in a manner consistent with applicable law, and shall not use the Service, for any illegal purpose or in any other unlawful manner; and

   6. Customer shall take all reasonable measures to prevent use of the Service in such a manner that could cause any interruption of, or interference to, the Melita Network and that of roaming networks, or the use of any other capacity on the Melita Network. The Customer has the obligation to secure the SIM Package and use of all SIM Cards from abuse. The Customer shall inform Melita of any abuse by giving full particulars of the impacted SIM card(s) immediately after obtaining knowledge thereof. Such information should be provided by advising Melita through one of the contact points listed in Annex C. However, in the event of loss or any form of loss of control over the SIM card/s the Customer remains obliged to pay the respective fees, arising from use of the SIM card/s by third parties until suspension of the SIM card/s by the Customer using the melita.io IoT Portal or by explicitly requesting such suspension from Melita in writing.

6. Term Termination and Suspension

   1. The Initial Term of this Agreement shall be specified in the Order Form annexed to this Agreement and can either be for twenty-four (24) months from the Activation Date or otherwise on a Month-on-Month basis commencing from the Activation Date.

   2. Customers subscribed to the Service/s for a period of twenty-four (24) months who do not terminate the Agreement prior to or upon expiry of the 24 Month Term, shall remain subscribed to the Service and the Agreement is automatically renewed for further periods of twelve (12) months each (the “Renewal Term”), unless either Party terminates the Agreement by giving at least thirty (30) days prior written notice.

   3. Customers subscribed to the Service/s on a Month-on-Month basis shall remain subscribed to the Service unless either Party terminates this Agreement by giving at least thirty (30) days prior written notice.

   4. Should the Customer terminate the Agreement before the lapse of the Initial Term or Renewal Term, the Customer shall be liable to an early termination fee equivalent to one hundred percent (100%) of the remainder monthly fees.

   5. Without prejudice to the immediately preceding paragraph, Melita may forthwith terminate this Agreement by notice in writing to the Customer:

      1. If the Customer is in material breach of this Agreement and has not remedied such breach within ten (10) days of being notified of such breach by Melita; or

      2. Immediately if a receiver, provisional liquidator, administrator or other like person is appointed over any of the Customer’s undertakings or assets or if the Customer enters into arrangement with any of the Customer’s creditors or any class of Customer‘s creditors or Customer becomes insolvent or otherwise are unable to pay their debts when they fall due.

      3. If the necessary roaming partners have terminated its agreement with Melita or are unable to provide the service.

   6. In the event that Melita terminates this Agreement for any of the reasons listed in this clause 6 then Melita shall, without prejudice to any other rights and remedies which Melita may have in accordance with law and with this Agreement, be entitled to collect all amounts due by the Customer for Services provided by Melita.

   7. Without prejudice to Melita’s right to terminate the Agreement in accordance with terms herein Melita may suspend the Services if:

      1. Melita notes an abnormal increase in volumes and use of the Service, and consequently the Customer’s liability towards Melita, justifying Melita’s reasonable assumption that the Customer will not pay for such high usage.

      2. The Customer’s use of the Service is a threat to the technical facilities and/or network of Melita, or one or more of its Roaming Partners is, with high probability and/or in Melita’s reasonable opinion, caused by the Customer’s use of the Service.

      3. Despite a Service Suspension, the Customer remains obliged to pay fixed and any usage-based charges, including but not limited to monthly fees, minimum fees as applicable.

   8. Any Customer who has had his Agreement terminated or disconnected and who wishes to restore his Services has to pay any outstanding amounts in his name as well as a Reconnection Charge as stipulated in Annex B- Schedule of Charges.

7. Liability

   1. With the exception of any liability for death or personal injury:

      1. Neither party shall be liable for any indirect, special or consequential loss or indirect damages, cost or expenses of any kind whatsoever and however caused (including, but not limited to, any loss of profit, revenue or business any loss of contracts, loss of goodwill, loss or corruption to data or loss of revenues) and

      2. In the event of liability relating to the provision of the Service arising out of this Agreement by Melita, the liability shall apply only for direct, personal and certain damage that the Customer incurred, to the explicit exclusion of compensation of any indirect or intangible damage and/or harm, such as commercial damages, business or turnover losses, data losses. The amount of indemnification that Melita shall be obliged to pay under the above-mentioned conditions shall be strictly limited to the equivalent of one month’s fee.

8. Charges and Fees

   1. The Customer shall pay Melita the relative charges as specified in the Order Form for the Services subscribed.

   2. Billing for Customers subscribed to the Service on a 24 Month Term shall commence on the Activation Date of the Service. Customers on a Month-on-Month basis shall be billed for the Service from the date the Customer resumes the service within the melita.io IOT Portal. Customer shall be responsible to pay any monthly recurring Service fees for the use of the Service provided, as established by Melita.

   3. All monthly Service fees shall be invoiced to the Customer via electronic invoicing together with any other charges incurred whilst making use of such Service, including amounts due for usage, and other non-recurring charges and any applicable one-time fees. Such Service fees and charges commence on the date when the Service is provided as specified in 9.2 and shall become due upon the due date stipulated on the invoice. All Service fees and charges are indicated exclusive of VAT and any other taxes which may be imposed, unless otherwise specified in any other applicable terms and conditions or offers. Should You request to receive a paper bill, a Monthly Paper Bill Charge as per Annex B- Schedule of Charges may apply. If You receive Your invoice by post this will be sent to Your last known physical address and We assume that You received the invoice sent to You by the following working day

   4. Customer shall continue to be responsible for all the Service fees incurred between the time of a request for termination of the Service and the actual termination of the Service. The same shall apply in case of suspension of the Service, which suspension shall have been caused by Customer. This shall be without prejudice to Clause 6.3, 6.4 and 6.5 of this Agreement.

   5. Customer shall pay each invoice in full by the due date. Provided that Customer shall be granted ten (10) working days from receipt of the invoice to submit enquiries in writing to Melita in connection with the said invoice by email to support@melita.io. After the lapse of the said period, if the invoice remains uncontested it will be deemed to be accepted by Customer and payment shall be made by the due date.

   6. Melita shall have the right to alter the invoicing frequency at any time provided that a thirty (30) day prior written notice is given to the Customer. In case Melita identifies an error it shall re-issue such invoice.

   7. Invoices not paid when due shall accrue interest commencing from the day, following the day, on which payment was due until the day on which it is paid and a Late Payment Charge as stipulated in Annex B – Schedule of Charges. Interest shall be computed at the rate of seven percent (7%) over the reference rate of the European Central Bank p.a.

   8. Customer shall also be responsible for all costs incurred by Melita (including legal and judicial costs) in recovering any payment not received on the due date.

   9. Payments by Customer to Melita shall be made via Direct Debit Mandate and/or Pre-Authorised Credit Card (PACC). Should the Customer decide to pay using alternative methods, which include payments through the melita.io IoT Portal and/or by Internet Banking, card, Melita reserves the right to charge a Monthly Payment Charge as per Annex B- Schedule of Charges Any payment that is not cleared by Your bank shall be subject to a Payment and/or Administrative Reversal Charge.

   10. Fees and charges for use of the Service/s shall be legally due and collectable up to the date of disconnection/termination. If We disconnect Your Service/s because You failed to pay the fees and charges You are liable to pay on Your Account, We will be entitled to recover from You the Early Termination Fee as described in clause 6.4, all costs of collection, interest not exceeding the maximum allowed by law, legal fees and any Late Payment Charges and any Disconnection Charges, applicable at the time as per Annex B – Schedule of Charges.

9. Data Protection

   1. By making use of this Service, Melita shall process Customer’s personal data in accordance with Maltese laws and all other applicable laws.

   2. Personal Data means Customer’s name, surname, address, identity card (identification number), contact number/s, email address, payment information, Your interests and preferences in relation to the Service or any other identifiable information depending on the Service requested by You. Personal Data may also be generated through Customer’s use of the Service.

   3. Melita uses Your Personal Data in order to provide You with Melita’s products and services, for the purpose of: i) Call Placement; ii) Customer Satisfaction; iii) Billing and Payments, iv) Repairs, Maintenance, Outage Notification and Appointment Scheduling.

   4. Melita may process Your Personal Data for direct marketing and may send You information about Our products and services that We think may interest You.

   5. We may need to share Your Personal Data with other authorised electronic communications operators, public authority or law enforcement agency and to third parties that provide services to Melita.

   6. You have a right to access, rectify and port out the Personal Data Melita holds about You. You may also request that Melita erases the Personal Data it holds about You, or oppose to the processing of Your Personal Data where conditions allow this.

   7. You may modify Your preferences through Your Melita IoT Portal account and review Your profile settings.

   8. Any queries You may have regarding Our processing of Your Personal Data may be addressed to Melita’s Data Protection Officer via email on dpo@melitaltd.com or via post to Data Protection Officer, Melita Limited, Gasan Centre, Triq il-Merghat, Zone 1, Central Business District, Birkirkara, CBD1020, Malta.

   9. This notice is governed by the laws of Malta. For a more detailed overview of how We process Your Personal Data, kindly visit https://www.melita.io or You may otherwise obtain a copy through one of our retail outlets.

10. Complaints

    1. Melita will endeavour to resolve any complaints that the Customer may have regarding the Service as soon as possible please contact our support team on support@melita.io.

    2. Customers who contact Melita by email or by post shall be contacted by an agent within two (2) working days from receipt of the complaint. Melita will then proceed to review and investigate the complaint fully, taking into account all the issues raised in the correspondence and the service details held in Melita’s records.

    3. Melita seeks to provide the Customer with the most suitable response specific to the particular issue/ complaint and to ensure that the complaint is resolved to the Customer’s satisfaction and in a timely manner. Melita shall within five (5) working days from when Customer lodges the complaint to Melita respond and resolve said complaint. Some complaints, by their very nature, may take longer than others to resolve, particularly if they are technically complex. In such exceptional circumstances if Melita is unable to resolve Your complaint within the said timeframe, Customer shall be informed accordingly.

11. Provision of SIM Package

    1. Melita shall provide the SIM Package required for the use of the Service.

    2. Melita strives to meet the delivery dates communicated to You for the provision of SIM Package. However, timely delivery is dependent on our third-party partners and therefore outside of Melita’s control, We assume no liability for any deviation from the communicated delivery dates. In case of any delay, the Customer grants Melita a grace period of at least three (3) weeks to remedy the delay. The Customer may terminate the relevant agreement after the expiry of the said grace period by providing written notice to Melita. There shall be no claim for damages or losses arising from the non-fulfilment after expiry of the grace period or when the SIM Package is then delivered. No claim for damages or losses may be claimed by Customers subscribed on a Month-on-Month basis.

    3. Partial deliveries are to be accepted by Customer.

    4. Melita may terminate this Agreement, if SIM Package ordered by Customer become unavailable on the market.

    5. The Customer is responsible for all other hardware necessary to provide the services.

12. Shipping

    1. If You have requested shipping of the SIM Package, the risk of accidental loss or deterioration of the SIM Package passes to the Customer at the moment of the dispatch of the SIM Package to the Customer, but no later than the SIM Package leaving the premises of Melita or its external service providers. This applies even if shipping or packaging-free delivery has been agreed between the parties. Carriage of all shipments – including any returns – is solely at the Customer’s risk.

13. Warranty

    1. All SIM cards in the SIM Package provided by Melita are manufactured by third parties. The technical specifications of the SIM card are provided by these manufacturers. As is custom in trade, these technical specifications are to be considered as approximate and represent no warranted characteristics. Customer shall ask us for a written confirmation prior to any return of the SIM cards.

    2. The Customer is obliged to check the SIM Cards in the SIM Packages upon their delivery. Complaints or objections in regards to quantity or type of SIM cards, as well as in regards to externally visible defects can only be considered if they are sent to Melita in writing within ten (10) days of receipt of the SIM cards.

    3. Melita has to be notified about other defects immediately, at the latest within ten (10) days after its determination, in writing. Failure to comply with this deadline may lead to the exclusion of other warranty claims resulted. In case of justified complaints, the Customer is entitled to either rectification or replacement.

    4. Customer is not entitled to claim any defects in case such defects are only representing an insignificant deviation from the functionalities or an insignificant impairment of the usability.

    5. Claims for damages the Customer may incur subsequent to the repair or replacement of the SIM cards, in particular transport, travel, labour and material costs, are excluded, as far as these expenses increase because the supplied SIM cards have been moved to another location than the establishment of the Customer.

14. Resale of Services

    1. Customer shall not resell the Melita IoT Services. The Customer may include the Melita IoT Service as an integral part of a complete IoT/M2M solution to its End Users. Under no circumstances will the Customer market, price and bill the Melita IoT Service as a separate item. The Customer hereby confirms to have obtained all necessary regulatory authorizations and to fulfil all notification obligations concerning the provision of services in the given country.

15. Roaming

    1. The Service can be used whilst Customer’s End Users are located outside Malta; however, access to foreign networks shall depend upon the commercial and technical arrangements between foreign operators and Melita.

    2. The selection of Roaming Partners including the change of the Roaming Partner during the contract period is at the discretion of Melita or its chosen partners. The Customer is entitled to network services in selected countries within the framework of the chosen pricing, as agreed between the parties.

    3. The Services are geographically limited to the reception and transmission of the network operated by Roaming Partners. While We and our partners constantly aim to select the strongest network available in each country within our framework of agreements with Roaming Partner, the Customer accepts that the Services are subject to the current state of technology with its limitations, including geographical limitations, and hence that the Services may not be available everywhere at all times. Consequently, the Services are subject to restrictions caused by technical circumstances not within our control. Use of Services is dependent upon: a) roaming carrier’s support of applicable network technology and functionality b) the type of device You are using. Any claims by Customer, including but not limited to damages and recourse caused by the lack of a complete nationwide network availability are therefore excluded.

16. Miscellaneous

    1. Melita may assign this Agreement. Customer may not charge, assign or otherwise dispose of this Agreement or any part thereof without prior written consent of Melita. Such a consent may not apply to the transfer of the rights of use of numbering resources by any of the parties since the rights of use of Maltese numbering resources are not transferrable. Customer may not transfer his rights or obligations under this Agreement.

    2. This Agreement contains the whole Agreement between You and us and any previous agreement in respect of the Service to be provided pursuant hereto is revoked by this Agreement. Nothing which is said to You by or on our behalf forms part of this Agreement. If for any reason any term of this Agreement cannot be enforced or relied upon, all other terms of this Agreement shall remain valid and binding.

    3. The parties undertake to treat the contents of the agreement existing between the parties, as confidential. Both parties may make use of confidential information only for purposes of this agreement. Neither party may publish any confidential information without the prior consent of the other party or pass it on to third parties. Information is considered confidential, if the party that has produced the information has marked it confidential or if the confidentiality of certain information derives from the circumstances. In case of doubt, all information is confidential. Information that was already known to the parties at the time of the receipt of the information, or made known by a third party without the obligation to keep confidential, or which were already publicly known at the time of the transfer or later without breach of this confidentiality agreement became known are not considered confidential. Exempted from this obligation of confidentiality and non-disclosure of information pursuant to the agreement is any information both parties agree to disclose. Affiliates and subcontractors need to be bound by similar confidentiality obligations as stipulated in this clause.

    4. Headings to the articles of the Agreement are for ease of reference only and shall not affect the interpretation or construction thereof.

    5. The failure of either party to insist upon strict performance of any provision of this Agreement, or to exercise any right or remedy to which it is entitled under or in connection with this Agreement, shall not constitute a waiver thereof, and any waiver of any default shall not constitute a waiver of any subsequent default.

    6. Without prejudice to any other provision contained in this Agreement any notices shall be in writing and must be delivered by hand, by email or by post, to Customer at Your registered address or to Melita at Gasan Centre, Triq il-Merghat, Zone 1, Central Business District, Birkirkara, CBD1020, Malta. Any written notice sent to Customer by Melita is deemed to have been received by You by the following working day.

    7. Melita cannot accept responsibility for offers related to the provision of the Service made elsewhere than in its own website, advertisements or publications or for any promises, representations, waivers, indulgences or other purported variations of this Agreement unless confirmed in writing by an authorised representative of Melita.

    8. This Agreement shall be governed, construed and interpreted in accordance with the Laws of the Republic of Malta. The parties submit to the jurisdiction of the Courts of Malta.