English
العربية- DEFINITIONS
1.1 In this Agreement:
"Agreement" means the main body of this alodata Master Services Agreement together with any Schedules, any Statement of Work, and addenda (as amended from time to time by the agreement of the parties).
"Charges" means the sums charged to the Customer by alodata for the provision and use of a Service.
"Contract" means an agreement made between the Customer and alodata for the provision of a particular Service, subject to the provisions of this Agreement and any permitted amendments, variations, or additions.
“Credit Rating” means the score given to the creditworthiness of the Customer or alodata by credit rating agencies such as Dun and Bradstreet, Equifax, Experian, or Creditsafe.
"Data" is represented in Gigabytes and calculated by up to two decimal places. One Gigabyte equals 1,000,000,000 Bytes.
"Data Protection Legislation" means relevant U.S. data protection laws and any applicable international regulations governing data privacy and electronic communications.
"eSIM Profile" means the profile supplied by alodata for the purpose of using mobile data on a compatible mobile device.
"alodata API" means the mechanism for managing and controlling eSIM Profiles between the Customer’s network and the alodata network.
"Mobile Data" means GPRS, 3G, HSDPA, LTE, LTE+, and 5G mobile carrier network access providing internet connectivity over mobile signaling.
"Network" refers to any electronic communications network as defined by applicable regulations.
"Service(s)" refers to any service provided under this Agreement and any alodata services as described in relevant documentation and provided to the Customer by alodata.
"VAT" means Value Added Tax (or its equivalent in other jurisdictions).
"Working Day" means any day that is not a bank holiday, nor a Saturday or Sunday.
- INCORPORATION OF SPECIFIC TERMS AND CONDITIONS
2.1 The Schedules form part of this Agreement and carry the same legal effect as if the provisions were set out in the body of the Agreement. In the case of inconsistency, the following order of precedence applies:
- (i) The applicable Statement of Work.
- (ii) The terms of any other Schedule(s).
- (iii) The main body of this Agreement.
- PROVISION OF SERVICES
3.1 alodata will use reasonable endeavors to provide Services to the Customer as described in Schedule 1 of this Agreement.
3.2 The Customer agrees to use the services in compliance with any lawful directions or regulations.
3.3 The Customer will ensure that its use, and its customers’ use, complies with the terms of this Agreement, including fair use or acceptable use policies.
3.4 alodata reserves the right to modify network coverage included within the Services at its discretion, providing notice as necessary for any significant changes.
- POST-PAID SERVICES
4.1 The default basis of service provision is on a pre-paid basis unless otherwise agreed in writing by alodata.
4.2 Customers may apply for a credit limit and post-paid terms, subject to evaluation by alodata.
4.3 Failure to comply with post-paid payment terms may result in revocation or reduction of the credit limit and suspension of services.
- PREPAID SERVICES
5.1 The Customer shall prepay alodata for Services.
5.2 The Customer must maintain a positive balance in its account. Insufficient funds will lead to a suspension of Services.
5.3 Any unused funds after the termination of this Agreement will remain the property of alodata.
- RATES AND INVOICE PAYMENT
6.1 Charges are based on applicable rates, subject to change with prior notice.
6.2 The Customer agrees to pay all charges within 7 calendar days of invoice, unless otherwise agreed.
6.3 Failure to pay charges on time may result in interest charges or suspension of Services.
- DISPUTES
7.1 Any disputes regarding charges must be raised in writing.
7.2 Disputes must be based on the rates or volume of services provided.
7.3 Disputes will not relieve the Customer of its payment obligations during resolution.
- LIMITATION OF LIABILITY
8.1 Each Party is liable for direct loss arising from breach or negligence.
8.2 Neither Party is liable for indirect or consequential losses, such as loss of profits or customers.
8.3 The maximum liability under this Agreement is limited to $10,000.
- WARRANTIES
9.1 Each Party represents and warrants that it holds the necessary licenses and complies with applicable laws.
9.2 Except as specifically provided, neither Party makes any additional warranties, express or implied.
- TERM
10.1 This Agreement continues until all Statements of Work or Schedules are completed or terminated.
10.2 Either Party may terminate by giving at least 90 days' written notice.
- SUSPENSION AND TERMINATION
11.1 Either Party may terminate this Agreement if the other commits a material breach that is not remedied within 30 days.
11.2 alodata may terminate if the Customer's actions bring alodata into disrepute or a suspension under this Agreement is not remedied.
- FORCE MAJEURE
12.1 Neither Party is liable for failure to perform obligations due to circumstances beyond reasonable control, including acts of God, technical failures, or governmental actions.
12.2 If force majeure circumstances continue for more than 60 days, either Party may terminate this Agreement.
- CONSEQUENCES OF TERMINATION
13.1 Upon termination, all outstanding fees remain due.
- CONFIDENTIALITY
14.1 Both Parties shall maintain the confidentiality of any shared confidential information and will return all such information upon request after termination.
- PUBLICITY
15.1 Either Party may issue press releases and conduct marketing activities related to this Agreement, subject to mutual approval.
- PERSONAL DATA
16.1 The Parties shall treat any Personal Data as confidential and comply with data protection laws.
16.2 alodata may transmit personal data to third parties as necessary to provide services, subject to data protection laws.
- INTELLECTUAL PROPERTY RIGHTS
17.1 Neither Party may use the name, trademarks, or logos of the other without prior written consent.
- GENERAL
18.1 No delay or failure by either Party to exercise any right shall impair or waive such right.
18.2 Notices shall be served in writing and deemed received immediately upon dispatch.
18.3 This Agreement may not be assigned without the other Party's consent.
- ENTIRE AGREEMENT
19.1 This Agreement constitutes the entire understanding between the Parties.
- GOVERNING LAW
20.1 This Agreement shall be governed by and construed in accordance with the laws of the United States, and the Parties submit to the exclusive jurisdiction of the courts in the United States.