• +353 (0)44 961 5000
  • sales@thinglabs.ie

Terms of Service

  1. Service Description
  2. Terms of Service

1 Service Description

1.1 Introduction

M2M (M-to-M) is short for Machine-to-Machine which refers to the ‘exchange of data between a remote machine, mobile or fixed, and a back-end IT infrastructure’. Data can automatically be transferred in two ways:

1. Upwards, e.g. to collect information from equipment or to monitor physical conditions in the field;

2. Downwards, e.g. to broadcast instructions, to update configurations or control equipment from a centralized management centre.

1.2 Thinglabs’ M2M Proposition

Thinglabs provides data, SMS and circuit switched (voice) connectivity through a global network of operators. Our SIM cards operate on partner networks worldwide in either a domestic (non-roaming) or global (roaming) models, depending on the Customer requirement.

1.2.1 SIM Card Billing Process

New SIM cards are loaded into your Thinglabs account. The SIM card is not Billable until one of the following two situations occurs (whichever is earlier):

A. Within 5 working days of the customer order being processed.

B. The SIM card is Activated on first use.

The Minimum Term of a SIM card starts when the SIM card is Billable.

1.2.2 Mobile Data Access

Thinglabs’ M2M Proposition supports the mobile data technologies 3G, 4G and LTE-M (in countries where LTE-M partner networks are deployed). The effective mobile data technology depends on the selected mobile network, the modem hardware and the modem configuration. In response to consumer and business demand for faster mobile speeds and greater bandwidth Thinglabs cannot guarantee partner 2G/3G networks will be available for years to come. Service on a partner network may cease without requirement to provide notice to the Customer. Therefore Thinglabs recommends using LTE capable devices when connecting to cellular networks over a long term perspective.

1.2.3 Data Connectivity

By default, data connectivity towards the Internet is provided. When connectivity towards the Internet is required, this is delivered via Network Address Port Translation (NAPT). The devices get an internal (private) IP address which is translated towards the Internet to be able to reach its destination. NAPT prevents mobile devices from receiving unwanted traffic from the Internet. The device must always initiate the session; this cannot be done by the server, once the session is established either the device or the server can send data.

1.2.4 SMS Services

SMS messages that are initiated by the mobile device, are called Mobile Originating SMS messages (MO). SMS messages that are initiated by the backend of Customer application or another mobile device are called Mobile Terminating SMS messages (MT).

1.2.5 Network Maintenance

Thinglabs and its carrier partners strive to maintain the highest standards for availability, reliability and security as set forth by the telecommunications and software-as-a-service industries. As the M2M Corporate service is composed of redundant elements, any maintenance will not materially impact M2M services for Customers. Advanced notice will not be provided to Customer where a scheduled or unscheduled network intervention is required.

1.2.6 SIM Cards

An essential part of Machine-to-Machine communication solutions is the SIM card. As part of our solutions portfolio Thinglabs offers tailored versions of these SIM cards, specifically designed for various M2M applications and environment of use.

Our product line consists of ‘business grade’ plastic SIM cards, industrial grade SIM cards, SIM cards that can be soldered on the Printed Circuit Board (PCB) and SIM cards directly integrated in the modem. These latter products are specially developed for the M2M market, having durability and dimensions specifications suitable for potential harsh environments of use.
Business Grade SIM card

The Business Grade SIM card is a SIM cards with normal durability, it is applicable for usage in regular mobile handsets by end-consumers and in Machine-to-Machine devices which are not deployed in challenging conditions. The SIM cards are provided without PIN code.

· The Business Grade SIM card is based on a standard chip;

· Card body is made of ABS technology which is a tough impact resistant plastic;

· Temperature range: -25 to +70°C;

· Available with the form factors:

° 2FF (Mini)

° 3FF (Micro)

° 4FF (Nano)

This product is suitable for M2M devices operating in temperature conditions which do not exceed +70°C, such as, PNDs, tablets, personal safety alarms, smart meters, office equipment etc.


1 Definitions and General Provisions

Definitions

Terms that start with a capital letter in these Conditions have the meaning assigned to then in this Article 1. For the avoidance of doubt any definitions used in these Conditions in the singular include the plural meaning and words in the plural include the singular meaning.

Activated

A status the SIM card automatically reaches on initial usage. SIM cards may also be manually set to Activated.

Billable

A status the SIM card reaches when:

1. The SIM card is Activated.

2. The SIM card does not reach a status of Activated within the Grace Period.

3. The SIM card is Deactivated, but the commercially agreed Minimum Term has not been completed.

Monthly Charges of the rate plan assigned to the SIM cards apply to SIMs which are Billable.

Connection

The portion of the mobile telecommunication services tied to a specific piece of peripheral equipment identified by its SIM card commonly also referred to as a “line”. Each individual SIM card which is activated counts as a Connection.
Customer Hardware

The Customer’s certified device that contains a SIM card, including, without limitation, cellular terminals.

Deactivated

The Deactivated state does not allow a device to establish data connections. Devices in the Deactivated state are generally not considered billable unless a Minimum Term commitment applies.

Early Termination Fee

A fee, calculated by Thinglabs for each Connection, terminated by the Customer during the Minimum Term of a Connection, Thinglabs shall in the event be entitled to the remaining charges that would have been owed if the Connection had not been cancelled by Customer during the Minimum Term of a Connection.

Effective Date

The date when the first issued SIM card reaches the status of Activated.

End-User

An actual user of the Service.

Grace Period

The time in days which the SIM card may be on the Customer’s account without being Billable. Upon expiry of the Grace Period the SIM card is Billable. SIM cards will be Activated and Billable within 5 days of order processing.

Initial Term

The contractual duration of the Agreement.

Minimum Term

An agreed minimum period of months stated in the online product description that Monthly Charges are applied to an individual SIM card. The Minimum Term starts on the date when the SIM card reaches the status Activated.

Month

A full calendar month, unless another continuous period until the same date in the following calendar month is explicitly stated.

Monthly Charge

Recurring monthly fee to be paid by the Customer to Thinglabs.

Network

A system of technical facilities for mobile Internet communication that Thinglabs uses to deliver the agreed Services to the Customer.

Order

A specific Agreement which is established by the Parties pursuant to SIM card subscription(s).

Service

Thinglabs Machine-to-Machine Connectivity service (communications) offered by Thinglabs as set out in the Service Description, which enables Customers to use the cellular Network to communicate with the Customer Hardware.

Order Date

The date upon which the order is placed by the Customer via the online store including acceptance of these Terms of Service.

SIM Card

A smart card, which except in so far as stated otherwise, is necessary in order to use a Connection.

Data calculation

1MB (MegaByte) equates to 1024KB (KiloBytes). 1GB (GigaByte) equates to 1024MB.

2 Subject of Agreement

2.1 This Agreement lays down the terms and conditions applicable to the M2M Communication Service to be provided by Thinglabs. A more detailed description of the Service may be found in the Service Description.

2.2 Parties hereby agree that Thinglabs shall supply Services and goods in accordance with the specifications, tariffs, and terms and conditions stated in the Terms of Service.

2.3 The conditions of purchase or any other conditions of Customer and/or third parties shall not apply under any circumstances whatsoever. Thinglabs’ signature or acceptance (tacit or otherwise) of any documents of Customer and/or third parties declared subject to such conditions shall not constitute acceptance of such conditions.

3 Terms and Termination of Agreement

3.1 This Agreement shall commence on the Order Date and shall remain in force for at least the minimum term.

3.2 This Agreement and the associated specific Connections(s) may be terminated by giving written notice of termination not less than 30 calendar days before expiration of the minimum term set out for that subscription in the online product description. If notice of termination is not given in writing and in good time, the term shall be tacitly renewed for successive Minimum Term periods.

3.3 Dissolution of a specific Connection shall not automatically result in the dissolution of other specific Connections and/or this Agreement.

3.4 This Specific Agreement may only be terminated prior to its end date on the grounds mentioned in the Terms of Service.

3.5 All Connections which are activated shall have a Minimum Term as stipulated in the relevant online product description and will thereafter be extended for an open-ended term. Following conversion into an open-ended term, Connections may be deactivated by Customer. If the term of a Connection exceeds the term stated, the provisions of this Agreement shall remain in full force after the Specific Agreement has expired and shall continue to apply to the performance of the Connections concerned.

4 Standards Compliance, Network Developments and Service Maintenance

4.1 The technical properties of the Service or Network may be changed by Thinglabs or telecommunication Carriers in order to continue to meet current requirements and the latest technological requirements.

4.2 Thinglabs will use reasonable efforts to ensure the provision of Services in accordance with applicable standards and technology standards. Thinglabs shall give notice to the Customer if, as a result of a change in applicable standards, technology standards and/or a change in the laws and regulations applicable to the Thinglabs, Thinglabs is unable to provide the Services in an unaltered manner to Customer and/or without the assistance of the Customer is unable to provide the Services in an unaltered manner to the Customer. The notice shall give details of the issue concerned and the activities to be undertaken by the Customer in order to ensure provision of the Service by Thinglabs. If the Customer, for whatever reason, is unable or unwilling to provide the required assistance, Thinglabs may, without prejudice to any contractual or statutory termination rights, unilaterally change the (relevant parts of the) Service and/or terms and conditions to ensure provision of the Service by Thinglabs.

4.3 Customer agrees to use the Mobile Station International Subscriber Directory Number (MSISDN) that is assigned to the Connection only in compliance with the usage assigned to this number.

4.4 Parties acknowledge that as it relates to the Services, the possibilities for building up Connections and the quality and properties of Connections cannot be the same in all places at all times. The differences may depend, 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 Hardware in a building, the quantity of telecommunications traffic and atmospheric conditions).

4.5 In data telecommunications the transport of information takes place wholly or partly through the air. The Customer accepts that transported information can be received by parties other than those for which it was intended.

4.6 Thinglabs will use its best efforts to provide the Service with as little disruption as possible. However it is technically impossible to prevent all malfunctions or other limitations to the use of the Service. Liability for the non-functioning or not proper functioning of Services only exists within the limits of the applicable terms and conditions. Shortcomings of other providers of networks and services to which the Network is directly or indirectly connected are not attributable to Thinglabs.

5 SIM Cards

5.1 Thinglabs provides the Customer requiring a Connection with SIM card(s). Unless otherwise agreed in writing, the licensed telecommunication carrier remains owner of the SIM card(s).

5.2 The Customer must take all reasonable measures to protect a SIM card against unauthorized use, theft or damage. The risk of loss, theft, damage, usage and misuse of SIM cards is transferred from Thinglabs to the Customer at the moment of shipment delivery to the Customer’s premises or when delivered to a destination indicated by the Customer.

5.3 Thinglabs or its Telecommunications Carrier partners are entitled to change a SIM card provided to the Customer in connection with a change of technical properties or legal requirements (by virtue of law or as a result of specific regulatory obligations) in connection with the SIM card concerned. Thinglabs is also entitled to change the technical properties or settings of a SIM card provided to a Customer remotely. All costs with regard to any assistance provided by Customer requested by the Thinglabs in connection with the foregoing shall be borne by Customer.

5.4 The SIM card security codes must not be disclosed to unauthorized third parties and may not be kept on or in the immediate vicinity of the SIM card. The Customer shall obey any reasonable instructions coming from Thinglabs or its suppliers, related to the use of a SIM card, in case of alleged fraud, possible misuse etc.

5.5 If a Connection has completed its Minimum Term and is no longer required by the Customer then the SIM card related to this Connection must be returned to Thinglabs or destroyed.

5.6 Thinglabs does not warrant that the SIM cards will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from the use of the SIM cards. The SIM cards are provided “as is” and Thinglabs disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

5.7 If during the production process the SIM card cannot be activated as a result of Dead On Arrival (DOA), Thinglabs will replace the SIM card free of charge. Thinglabs must be notified within one month after the DOA has been detected. If the SIM card malfunctions after the production process, Thinglabs may replace the SIM card upon request of the Customer, subject to a fee for issuing a new SIM card.

5.8 In case a SIM card is continuously active on a third party mobile network, and if such activities are not acceptable to the associated network operator and/or local regulator, Thinglabs shall inform Customer of this. If Thinglabs is not able to remedy the constraints raised, Thinglabs may terminate or change the provision of services wholly or in part, subject to 30 days prior notification, unless this is not reasonably possible. Parties acknowledge that Thinglabs in connection with the foregoing cannot bear the risk of a corresponding disconnection. For the avoidance of any doubt, a continuous roaming SIM card means a SIM card that roams, or is active on third party mobile networks, all the time that the mobile device is or has been active.

6 Number Allocation and Retention

6.1 Thinglabs or its Carrier partners is entitled to change a number in the case of changes in a national number plan, changes in the number allocation by the relevant authority, changes in a Service and/or a Network, or in other cases that make a number change necessary.

6.2 Thinglabs will not implement a number change on the grounds of the aforementioned paragraph until two Months after the change has been announced, unless an earlier change is necessary given the circumstances.

7 Charges

7.1 Unless otherwise stated, the SIM fee paid by the Customer will not include charges such as (but not limited to): customs charges, priority charges, small batch charges, delivery charges etc.

7.2 The Customer is responsible for all use made of his Connection, even if this is without his permission, consent or knowledge. All traffic costs incurred and other costs arising out of the use of the Connection are to be borne by the Customer.

7.3 Thinglabs is entitled to amend the prices, charges and tariffs. Amendments will come into effect four weeks after the date the announcement is sent or at a later date specified in the announcement, unless a different statutory term is required, which will be followed in that case. If the Customer refuses to accept an amendment, resulting in an increase to the charges and/or tariffs that apply to a Service it has Ordered or purchased, it may terminate the Order for that Service in writing as of the date on which the new charges or tariffs take effect. The right to terminate does not apply with regard to statutory amendments of any applicable roaming charges. The notice of termination has to be sent by the Customer by registered mail and must be received by Thinglabs before the date on which the amendment takes effect.

7.4 Customer has been made fully aware by Thinglabs of the applicable EU regulation concerning roaming charges. Parties agree that in specific deviation of these regulations, Customer shall not receive a SMS notification of the applicable roaming tariffs when crossing borders within the EU and/or outside the EU.

EU Regulation No. 544/2009 (the “Regulation”) requires that customers are kept adequately informed of the charges that will apply when using data roaming services so that customers are able to monitor and control how much they spend when using mobile data services abroad. In choosing to accept the Supplier service, the Customer accepts that with regard to SIM cards it will automatically “opt out” of EU data roaming usage financial limits and message alerts. By opting out this means that your SIMs will have unrestricted Data Roaming access, SIM data roaming thresholds will not be enforced and data usage alerts or threshold warning notifications will not be sent to SIMs while roaming.

7.5 Rate plan changes during the month will go into effect within 72 hours of request and rate plan activations are charged on a full month basis.

8 Payment and Billing

8.1 The purchase of SIM cards will be invoiced when the order is processed and at monthly or annual intervals, depending on plan type, after that. For all other Services, Thinglabs will send an invoice to the Customer containing the amounts payable by the Customer for any excess Monthly Charges, or other usage based fees that have fallen due in the preceding calendar month(s). Each invoice will specify, in reasonable detail, a description of each charge or category of charges.

8.2 The fees stated in the invoice will be paid by the Customer in full within fourteen (14) days of the invoice date, by credit or debit card.

8.3 As long as payments have not been made by the Customer within fourteen (14) calendar days calculated as from the due date with respect to one or all items on the invoice, Thinglabs is entitled to refuse any new Order placed by the Customer and Thinglabs is entitled to suspend providing services to the Customer or dissolve the contract in accordance with the relevant provisions in the General Conditions of Delivery.

8.4 If Customer is located outside the Republic of Ireland or pays from a Credit/Debit Card outside the Republic of Ireland, Customer shall bear all bank fees. No bank or Credit/Debit Card charges may be deducted from any amounts payable by the Customer.

8.5 If the Customer has provided Thinglabs with a direct debit authorization, Thinglabs is entitled to use it from the date of the invoice. Thinglabs may specify additional requirements or limitations for the payment methods, whereby Thinglabs is entitled to charge additional costs for payment methods other than Credit/Debit Card.

9 Use

9.1 The Customer is not permitted to misuse a Connection and/or Service directly or indirectly, for example (but not limited to) by carrying out activities:

that, contrary to the intention of the Service, limit the amounts owed to Thinglabs by the Customer or a third party;
that cause malfunctions in Services, Networks and/or other (computer) networks or telecommunications infrastructures, or that cause a nuisance to them or unforeseen use of them;
that harass or threaten third parties or that intrude upon their private lives in some other way;
that conflict with the applicable legislation and regulations, including the national number plans;
that infringes the intellectual property rights of third parties.

If in Thinglabs opinion, it is necessary, Thinglabs may immediately take the Connection with regard to a Service or otherwise (temporarily) out of a service wholly or in part.

10 Term, Termination, Early Termination and Dissolution

10.1 The Agreement shall come into effect on the Order Date and continue in force for the Initial Term. The Agreement shall be tacitly renewed on expiry of the Initial Term for an indefinite period of time, unless Customer terminates the Agreement by giving one (1) month written notice prior to expiry of the Initial Term, or unless Supplier terminates the Specific Agreement by giving three (3) months written notice prior to the expiry of the Initial Term. Following the expiry of the Initial Term, Customer may terminate the Specific Agreement by giving Supplier one (1) month written notice, unless Parties have agreed on a notice period of three (3) months at the specific request of Customer. Supplier may terminate the Agreement, subject to prior consultation and through written notice that states the reasons for termination.

10.2 Notwithstanding expiry of the Initial Term of the Agreement, any Connection shall continue for the agreed Minimum Term, the Agreement shall remain in full force and effect for the performance of the Connection concerned. Any Connection may be terminated by either Party on or after expiry of the Minimum Term. If the Customer requests Supplier to terminate any Connection before expiry of the Minimum Term, the Customer will pay to Thinglabs the applicable Early Termination Fee for the remainder of the Minimum Term in relation to each Connection thus terminated.

10.3 The Early Termination Fee for a Connection consists of: (i) any outstanding one-off costs, (ii) the default rate plan fee applied to the Connection to be terminated, multiplied by the remainder of the Minimum Term,.

10.4 Any additional services ordered by Customer shall have the same term in months as the Initial Term of the Specific Agreement has in months. An Early Termination Fee is applicable to these services should Customer wish to terminate them prior to expiry of their term. The Early Termination Fee is, the monthly fee for the service multiplied by the remainder of the term.

10.5 As from the date any notice of termination of the Specific Agreement is sent by either Party, no new Orders will be accepted by Supplier.

10.6 Thinglabs shall at all times be free to terminate any part of the Services upon 30 (thirty) calendar days written notice if Thinglabs supplier of Services is – for whatever reason – no longer able to render the Services.

10.7 The termination or dissolution by Customer of any Order or Connection(s) shall be carried out by means of a written statement to that effect either by registered post mail, or by confirmed e-mail.

11 Customer Hardware

11.1 The Customer shall be responsible for obtaining and maintaining any Customer Hardware and any other equipment and ancillary services needed to connect to, access or otherwise use the Service, unless that hardware and/or maintenance is specifically provided by Thinglabs.

11.2 The Customer shall insure that the Customer Hardware shall meet the statutory requirements and industry standards. The consequences, including possible financial consequences, of using devices that do not meet these requirements are at the expense and risk of the Customer. Customer Hardware can have different functionalities, which can have implications for the use of options of Services.

11.3 The Customer shall also be responsible for maintaining the security of the Customer Hardware, Customer account, passwords (including but not limited to administrative and user passwords) and files, and the Customer shall be fully responsible for all uses of Services (and all associated charges), with or without Customer’s knowledge or consent and whether or not authorized by Customer.

11.4 Thinglabs requires that the modem in all Customer Hardware to be used with a SIM card must be GCF certified (Global Certification Forum). Thinglabs may require Customer to adhere to further requirements regarding the device software. Thinglabs shall inform the Customer of such further requirements if appropriate. Customer is at all times responsible for ensuring hardware is certified.

11.5 If a Connection has been Deactivated, Customer is responsible for the subsequent behaviour of the Customer Hardware in relation to possible traffic or (mobile) usage. If the hardware continuously attempts to reconnect to the Network, Thinglabs shall inform Customer of this. Customer shall remedy this situation within one calendar month of the notification. Should Customer fail to remedy the situation, then Thinglabs will be entitled to charge Customer the monthly bundle fee applicable to the connection which has been terminated. This fee will be increased with 10% per subsequent month until the situation is remedied by Customer.

12 Processing of Personal Data

12.1 Parties shall grant each other all cooperation required to enable the other Party to fulfil its obligations under the General Data Protection Regulation (GDPR).

12.2 If personal data is processed, Thinglabs hereby undertakes to comply with the provisions of GDPR and, among other things, to process the personal data provided by Customer in a proper and careful manner in its capacity as a ‘processor’ within the meaning of the Personal Data Protection Act. Thinglabs shall only process the personal data if instructed to do so by Customer and shall properly secure them and take technical and organizational measures to prevent any form of unauthorized processing. In addition, Thinglabs shall enable Customer to monitor compliance with the obligation to adequately secure the data, and shall immediately report any security incidents to Customer.

12.3 If a person concerned exercises his/her right to have his/her data corrected, deleted or blocked, Thinglabs shall correct, delete or block the data in consultation with and with authorization from Customer, or Thinglabs shall forward the request of the person concerned if Thinglabs is unable or not contractually authorized to make the requested changes.

12.4 Following termination of the Agreement, Thinglabs shall, if requested by Customer, return to Customer any documents it has received and shall, after having obtained prior authorization, undo all processing operations and/or delete all deliverables and data files relating to the contractual relationship, in a manner that meets the requirements applicable to an adequate level of data protection. In addition, Thinglabs shall do the same with all test results and waste materials and any back-ups created.

13 Other Provisions

This Agreement constitutes the full and complete written record of all that has been agreed between Parties with respect to the contents of this Agreement. Any additions and/or amendments to this Agreement shall only be binding if agreed in writing.

If any provision or part of a provision made in this Agreement is or becomes illegal, invalid or unenforceable in any respect, then the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. In addition, the illegal, invalid or unenforceable provision shall be replaced by a legal, valid and enforceable provision that as far as possible has the same legal and commercial purport.