Terms & Conditions
M2M Data Connect Limited t/a M2M Taxi SIMs authorised pursuant to the Telecommunications Law, 2002, as amended (the “Law”) to run a telecommunications system.
M2M Data Connect Limited t/a M2M Taxi SIMs undertakes to provide support to its customer providing services including (but not limited to) network connectivity, SMSC connection, dedicated IMSI and MSISDN ranges, engineering support and appropriate commercial framework.
1. Preface – Agreement structure
1.1. This document represents the Legal Framework of the Agreement between M2M Data Connect Limited and Customer.
2. Scope of Agreement
This Agreement deals solely with the provision of Mobile Services by M2M Data Connect Limited to Customer. This Agreement does not deal with any other service between the Parties.
3. Definitions and Interpretation
In this Agreement, unless the context otherwise requires or explicitly states, the terms used shall have the meanings assigned to them in the Telecommunications Law 2002 (“Telecommunications Law”), or where they have not been defined in the Telecommunications Law, or where they have been defined more specifically in this Agreement, have the meanings assigned to them in Schedule 1 (Definitions) of this Agreement.
In this Agreement, unless the context otherwise requires:-
3.2.1. words in the singular shall include the plural and words in the plural shall include the singular;
3.2.2. words denoting any gender shall include all genders;
3.2.3. headings are used for convenience only and shall not affect the interpretation of this Agreement;
3.2.4. references to Clauses and to Schedules are to be construed as references to Clauses of and the Schedules to this Agreement;
3.2.5. the Schedules to this Agreement form part of this Agreement and have the same force and effect as if the provisions thereof were set out in the body of this Agreement, save that where Schedules are still a work-in- progress as at the signing of this Agreement, the incomplete Schedules should be considered as a guideline only and any inconsistencies or ambiguities arising should be dealt with on a case-by-case basis;
3.2.6. references to any agreement or document (including, without limitation, references to this Agreement) shall be deemed to include references to such agreement or document as from time to time varied, amended, supplemented or replaced;
3.2.7. references to any enactment shall be deemed to include references to such enactment as from time to time amended, extended, re-enacted or consolidated;
3.2.8. references to the Parties are to the Parties to this Agreement;
3.2.9. references to a person shall include any body of persons corporate or unincorporated; and
3.2.10. Except where otherwise indicated, in the event of any inconsistency between the numbered Clauses of this Agreement and the Schedules, Annexes or other Attachments, the numbered Clauses of this Agreement shall prevail.
4. Customer Services
4.1. M2M Data Connect Limited t/a M2M Taxi SIMs undertakes to provide Services to customer in accordance with the terms set out in this Agreement.
5. Charges for the Service
5.1. Charges for the Services are set out in Schedule 4 (Tariff Schedule) and may be varied, from time to time, in accordance with Clause 5.3 below.
5.2. The commercial model for the provision of Services by M2M Data Connect Limited t/a M2M Taxi SIMs to customer will be as follows:-
5.2.1. Traffic Related Services:
126.96.36.199. In respect of Traffic Related Services supplied by M2M Data Connect Limited t/a M2M Taxi SIMs, these will be provided as set out hereinafter in Schedule 4 (Tariff Schedule) of this Agreement.
5.3. Price Amendments
5.3.1. M2M Data Connect Limited t/a M2M Taxi SIMs may amend the price of the Traffic Related Services in the monthly pricelist that it supplies to customer in accordance with Schedule 4 (Tariff Schedule).
5.3.2. If agreed by both Parties, prices for the Services can be changed at any mutually agreed time.
6. Customer Invoicing
6.1. M2M Data Connect Limited t/a M2M Taxi SIMs will be responsible for the Invoice Data collection process, which consists of the collection of all the information necessary to produce a complete Customer Invoice.
6.2. M2M Data Connect Limited t/a M2M Taxi SIMs will be responsible for the timely collection and processing of Invoice Data and producing and accompanying Invoice Information for customer for all Services for each Invoicing Period in which Services are rendered.
6.3. Unless agreed otherwise in writing between M2M Data Connect Limited t/a M2M Taxi SIMs and customer, M2M Data Connect Limited t/a M2M Taxi SIMs will deliver by electronic means to the billing address of customer, as set out in Schedule 4 (Tariff Schedule), a Customer Invoice and associated Invoice Information for the Services rendered in the Invoicing Period.
6.4. Where M2M Data Connect Limited t/a M2M Taxi SIMs is unable to invoice the Charges for actual traffic by the 15th of each calendar month due to a malfunction in M2M Data Connect Limited ’s billing system or the billing system of a third party, M2M DATA CONNECT LIMITED reserves the right to estimate the relevant Charges on the basis of Service Forecasts and actual traffic volume data. Any difference (positive or negative) between the amount invoiced based on estimated Charges and the amount found to be payable after receipt by M2M Data Connect Limited t/a M2M Taxi SIMs of the missing billing information will be reconciled in the next Customer Invoice.
6.5. Any Charges (actual or estimated) for Services relating to Invoice Periods prior to the Invoicing Period of any Customer Invoice determined by M2M Data Connect Limited t/a M2M Taxi SIMs to be due but not previously invoiced, may (subject to their not being older than one hundred and eighty (180) days after the end of Invoicing Period in which those Services would otherwise have been invoiced) be included in any subsequent Customer Invoice.
6.6. The Customer Invoice and Invoice Information shall detail which Pricing Elements have been applied as well as the quantities applied against each Pricing Element.
6.7. All Charges based on charges billed to customer in currencies other than Euros, including Roaming TAP and SMS Interworking Charges, will be calculated using the Exchange Rate.
6.8. Each Party may change their billing address by notifying the other Party in writing at least one (1) calendar month before the change becomes effective.
6.9. All Charges referred to in this Agreement are quoted exclusive of Value Added Tax (VAT), Goods and Services Tax (GST) or similar tax.
6.10. M2M Data Connect Limited will add VAT, where applicable, to all invoices for Services provided to customer under this Agreement and this amount shall be paid by customer.
7. Payments of Customer Invoices
7.1. This payment process deals with the money that is transferred to M2M Data Connect Limited t/a M2M Taxi SIMs from customer.
7.2 All Charges and other sums due to M2M Data Connect Limited t/a M2M Taxi SIMs under this Agreement and related to the normal operation of the Services as specified in Schedule 2 (Service Description) shall be paid by customer by direct debit on the Due Date unless specifically agreed otherwise between the Parties in writing. If you cancel the direct debit set up for payment of service charges we may impose an administration charge of £25. In these circumstances, we may also impose a surcharge of £2.50 per month to reflect our additional costs in processing non-direct debit payments. All non-direct debit payments shall be paid within 14 days of the date of our invoice. We may impose a surcharge of £15 for late payment of any invoice or if a direct debit is returned unpaid.
7.3. Pre and Post Payments
7.3.1. Payment of monthly Customer Invoices in respect of each Invoice Period shall be received by M2M Data Connect Limited t/a M2M Taxi SIMs no later than the 30th of the calendar month following the Invoice Period to which the Customer Invoice in question relates (or the next following Business Day if there is no 30th of the month or the 30th is not a Business Day). Unless customer prepay for the service
7.4.1. M2M Data Connect Limited t/a M2M Taxi SIMs reserves the right to charge interest, calculated on a daily basis, on any balances that remain unpaid after the Due Date at the rate of 3% per annum above the London Inter-Bank Offer Rate (LIBOR), from time to time. The parties acknowledge and agree that no interest shall be payable on any disputed amounts that are ultimately found (in accordance with Clause 8 below) not to be payable.
7.4.2. M2M Data Connect Limited t/a M2M Taxi SIMs expressly reserves the right to review the payment terms in Clause 7.3 should the exposure of customer, on behalf of M2M Data Connect Limited t/a M2M Taxi SIMs, exceed £500 (Five Hundred Punds Sterling). In such cases M2M Data Connect Limited t/a M2M Taxi SIMs and customer will engage in good faith discussions to mutually agree the level of exposure and where necessary, to reduce it.
7.4.3. In the case of excessive traffic charges incurred due to system error/malfunction, customer shall continue to be responsible for payment of any Charges as calculated by M2M Data Connect Limited t/a M2M Taxi SIMs (which calculation shall, in the absence of manifest error, be binding) for the delivery of any traffic charges, subject to customer satisfactorily demonstrating that any such Charges are not a result of the incorrect operation, error or malfunction of the M2M Data Connect Limited t/a M2M Taxi SIMs. Where there is any dispute as to any evidence provided by M2M Data Connect Limited t/a M2M Taxi SIMs, such evidence shall be satisfactory if, on the balance of probabilities, it shows that any such charge results from the correct operation of the M2M Data Connect Limited t/a M2M Taxi SIMs network.
7.4.4. In all cases, M2M Data Connect Limited t/a M2M Taxi SIMs will use its reasonable endeavours to monitor the traffic and advise of any failures or mis-operations it may detect prior to Charges being incurred by customer for usage.
7.4.6. In the case of excessive traffic charges incurred by customer due to M2M Data Connect Limited t/a M2M Taxi SIMs system error/malfunction (except where caused by a third party), M2M Data Connect Limited will be responsible for payment of any excess Charges, subject, when required, to customer satisfactorily demonstrating that any such Charges are not a result of the incorrect operation, error or malfunction. In all cases, customer will use its reasonable endeavours to monitor the Mobile Services Platform and advise of any failures or mis-operations it may detect that may cause excessive charges to M2M Data Connect Limited t/a M2M Taxi SIMs.
7.4.7. PRE-PAYMENT for SIM cards, data, Top-Ups, SMS, CSD and/or voice services (or other mobile network services) or billing services (collectively or singularly referred to as Product) to M2M Data Connect Limited t/a M2M Taxi SIMs, customer acknowledges and agrees to these Terms and Conditions for Pre-Pay (PRE-PAY) products and any other verbal, written or implied pre-contractual relations will be superseded by these Terms and Conditions.
7.4.8. SIMs on PRE-PAY Products will stay active for an agreed period of time from the date of activation. If no Top-Up or purchase of another bundle of usage (i.e. further payment for usage) has been made within this period of time, unless agreed otherwise, the SIM will be deactivated and the unused data will not be refunded or carried over even if the SIM is reactivated at a later date.
8. Customer Invoice Disputes
8.1. In the event that customer disputes the accuracy of an invoice delivered pursuant to this Agreement, customer will as soon as practicable but in any event within thirty (30) days of receipt of the Invoice, notify the Major Account Representative of M2M Data Connect Limited t/a M2M Taxi SIMs in writing by email (for which a “delivered” message shall have been received by M2M Data Connect Limited t/a M2M Taxi SIMs) of the dispute. Customer shall include with such notice all details reasonably necessary to substantiate its claim, including relevant Verification Information.
8.2. If M2M Data Connect Limited t/a M2M Taxi SIMs and customer fail to resolve any dispute within three (3) months from the date of the relevant notice above (unless such period has been extended by agreement between the Parties) either Party may (on giving prior written notice to the other to such effect) refer the dispute for investigation and determination by such person, firm or company as the Parties may agree or who, in default of agreement, shall be appointed by the President for the time being of UK Law Society, to act as an expert and not as an arbitrator and whose decision, in the absence of evidence of manifest error, shall be final and binding. The Parties shall co-operate in such investigation and will make the relevant Invoice Data available. Without prejudice to the requirements of Clause 8.6., any sums found to be due or overpaid in respect of the disputed Customer Invoice shall be paid or refunded (including any interest payable or paid) as the case may be within thirty (30) days from the date of determination in accordance with this provision or earlier settlement between the Parties.
8.3. The costs associated with the appointed expert, the legal costs of each Party and any related third party costs will be borne by one or both of the Parties in such proportions as the expert shall in his discretion determine.
8.4. The Parties may agree, in the case of a persistent failure to reconcile the Invoice Information and Verification Information, to appoint independent consultants to resolve the dispute, other than by the person, firm or company referred to above.
8.5. The foregoing procedures are without prejudice to each Party’s rights and remedies under this Agreement in respect of any breach by the other of any provision of this Agreement.
8.6. If by the Due Date for payment of any Invoice, Customer shall have notified M2M Data Connect Limited t/a M2M Taxi SIMs of a dispute relating to the Invoice and the dispute has not been resolved within 30 days of the Due Date, payment of the disputed Invoice shall be made as follows:-
8.7. Where the amount in dispute represents less than 5,000 GBP, (excluding VAT) the total amount of the relevant Invoice shall be due and payable by the Due Date;
8.8. Where the amount in dispute represents 5,000 GBP or more, (excluding VAT) the amount disputed may be withheld until the dispute is resolved.
8.9. The Parties acknowledge and agree that no interest shall accrue or be payable on any disputed amounts until such disputed amounts are found (by the expert or as otherwise agreed between the Parties) to be payable.
9. Exclusion and Limitation of Liability
9.1. Save as provided in Clauses 13.3. 13.4 or 13.5 below, neither Party shall in the absence of fraud, wilful default, bad faith or gross negligence on its part be responsible for any loss or damage whatsoever or howsoever caused arising directly or indirectly which the other Party may sustain or suffer as a result of the discharge by the first Party of its duties hereunder.
9.2. Without prejudice to M2M Data Connect Limited t/a M2M Taxi SIMs obligation to provide Services pursuant to this Agreement and without prejudice to customer’s obligation to pay for those Services (as set out in Clause 7 and Schedule 4) which shall not be subject to any limitation hereunder and subject to Clauses 13.3 and 13.4, below, both Parties acknowledge and agree that the aggregate liability of the other under or in respect of this Agreement, whether for breach of contract, negligence or otherwise shall not exceed GBP100,000 during any twelve (12) month period. Further (but still subject to Clause 13.3 and 13.4 below), neither Party shall be liable to the other for any Consequential Loss which the other may suffer as a result of any loss of business, contracts, profits, savings or otherwise. “Consequential Loss” shall for these purposes mean (i) pure economic loss (ii) loss of profits (whether categorised as direct or indirect) (iii) losses arising from business interruption (iv) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time.
9.3. Customer agrees to indemnify M2M Data Connect Limited t/a M2M Taxi SIMs and hold M2M Data Connect Limited harmless in relation to any claims brought against M2M Data Connect Limited t/a M2M Taxi SIMs arising out of customer’s use of the Services, together with all costs, Charges, expenses, losses, damages, obligations and liabilities (including legal and other professional fees) suffered or incurred in connection with any such claim. Each Party will immediately notify the other in writing of such claims of which it becomes aware and M2M Data Connect Limited t/a M2M Taxi SIMs may, where it considers it to be in its interests so to do, elect to defend such claims. Customer agrees to offer all reasonable assistance to M2M Data Connect Limited t/a M2M Taxi SIMs in defending such claims and customer shall pay to M2M Data Connect Limited t/a M2M Taxi SIMs those reasonable costs it would have incurred had it continued with the defence, such costs to be submitted to a taxing officer (or equivalent in the jurisdiction concerned) if not agreed. Where M2M Data Connect Limited t/a M2M Taxi SIMs chooses not to defend such a claim it shall give to customer the option of so doing, subject to such conditions, as M2M Data Connect Limited t/a M2M Taxi SIMsshall reasonably specify.
9.4. M2M Data Connect Limited t/a M2M Taxi SIMs agrees to indemnify customer and hold customer harmless in relation to any claims brought against customer arising out of M2M Data Connect Limited’s provision of the Services, together with all costs, Charges, expenses, losses, damages, obligations and liabilities (including legal and other professional fees) suffered or incurred in connection with any such claim. Each Party will immediately notify the other in writing of such claims of which it becomes aware and customer may, where it considers it to be in its interests so to do, elect to defend such claims. M2M Data Connect Limited t/a M2M Taxi SIMs agrees to offer all reasonable assistance to customer in defending such claims and M2M Data Connect Limited t/a M2M Taxi SIMs shall pay to customer those reasonable costs it would have incurred had it continued with the defence, such costs to be submitted to a taxing officer (or equivalent in the jurisdiction concerned) if not agreed. Where customer chooses not to defend such a claim it shall give to M2M Data Connect Limited t/a M2M Taxi SIMs the option of so doing, subject to such conditions, as customer shall reasonably specify.
9.5. Neither Party excludes or restricts liability for death or personal injury resulting from its own negligence.
10. Representations and Warranties
10.1. Customer represents and warrants to M2M Data Connect Limited t/a M2M Taxi SIMs to the intent that the same shall be continuing representations and warranties whilst this Agreement remains in place that:-
10.1.1. M2M Data Connect Limited t/a M2M Taxi SIMs under this Agreement constitute Customer legal, valid, binding and enforceable obligations and performance of such obligations will not contravene any provision of Customer’s constitutional documents or any law or other obligation whatsoever binding upon Customer.
10.1.2. Customer has not been declared Bankrupt or suffered or committed any act indicative of insolvency by the law of any jurisdiction.
10.2. M2M Data Connect Limited t/a M2M Taxi SIMs represents and warrants to Customer to the intent that the following shall be continuing representations and warranties whilst this Agreement remains in place:-
10.2.1. M2M Data Connect Limited t/a M2M Taxi SIMs is duly authorised pursuant to the Telecommunications Law 2002, to run a telecommunications system, has under the UK laws full power, applicable licence(s) and authority to conduct its activities and to enter into this Agreement and that it has taken all such corporate action as may be required to authorise it to enter into this Agreement and the obligations expressed to be assumed by M2M Data Connect Limited t/a M2M Taxi SIMs under this Agreement constitute, under the UK laws, M2M Data Connect Limited’s legal, valid, binding and enforceable obligations and performance of such obligations will not contravene any provision of M2M Data Connect Limited’s constitutional documents or any law UK or other contractual obligation whatsoever binding upon M2M Data Connect Limited t/a M2M Taxi SIMs;
10.2.2. M2M Data Connect Limited t/a M2M Taxi SIMs has not been declared Bankrupt or suffered or committed any act indicative of insolvency by the law of any jurisdiction.
11.1. M2M Data Connect Limited t/a M2M Taxi SIMs expects Customer to provide and manage the Product in such a way that it minimizes the opportunity for fraud and fraudulent actions from third parties, including End-users, distributors, resellers, Agents and any other Affiliates of Customer.
11.2. Customers accepts that is responsible for the actions of its End-users, distributors, resellers, Agents and any other third parties, and that any costs and/or Charges arising from their fraud or fraudulent actions will be borne in full by Customer.
11.3. M2M Data Connect Limited t/a M2M Taxi SIMs reserves the right to regularly and independently review the fraud detection and prevention mechanisms and procedures of Customer.
12. Intellectual Property
12.1. Nothing in this Agreement shall operate as any assignment or license from one Party to the other of any intellectual property rights (whether related to the subject matter of this Agreement or not) or any rights of a similar nature therein.
13.1. The commercially-sensitive information contained in this Agreement and all information obtained by one Party in respect of the other as a result of its entry into and the operation of this Agreement (including without limitation any information relating to a Party’s operations, processes, plans, intentions, product information, know how, designs, trade secrets, software, market opportunities, customers and business affairs) (“Confidential Information”), shall not be disclosed, except to the other Party’s business and legal advisers or as required by applicable law.
13.2. Each Party will use the Confidential Information only for the purpose of this Agreement and for no other purpose and in particular but without prejudice to the generality of the foregoing, not to make any commercial use thereof or use the same for the benefit of itself or of any third Party other than pursuant to this Agreement or a further agreement with the other Party.
13.3. Notwithstanding the termination or expiry of this Agreement for whatever reason the obligations and restrictions in this Clause shall be valid for a minimum period of five (5) years from the date of signature of this Agreement.
14. Entire Agreement
14.1. This Agreement constitutes the entire agreement between the Parties in respect of the subject matter to which it relates and it supersedes and cancels any previous agreement or course of dealings (whether express or implied) between the Parties in respect of such subject matter.
15.1. Each Party shall be responsible for its own obligations arising under or consequent upon this Agreement. It is agreed that neither this Agreement nor the activities of the Parties shall result in the creation of a partnership, agency, joint venture or other relationship between the Parties for the purposes of any applicable law, whereby either Party shall be held in any way responsible for the acts or omissions of the other Party.
16. Force Majeure
16.1. Neither Party shall be liable in respect of any breach of this Agreement due to any cause beyond its reasonable control including (but without limitation): act of God, weather of exceptional severity, lightning, flood or fire; industrial action or lockouts (except for industrial action or lockouts caused by the workforce of the affected Party); the act or omission of Government, highway authorities, or any other competent authority; war or armed conflict, military operations, terrorist activities, vandalism or riot; the act or omission of any other Party (including any other Party that provides any part of the Services or upon which M2M Data Connect Limited t/a M2M Taxi SIMs relies in order to provide any part of the Services) and national and / or civil emergencies (“Force Majeure”) PROVIDED that such event of Force Majeure is not caused by the negligence of the affected Party, and such Party has notified the non-affected Party in writing of the event of Force Majeure. The affected Party shall use all reasonable endeavours to avoid or minimise the effects of an event of Force Majeure.
16.2. Upon the occurrence of an event of Force Majeure, the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
17. Suspension of the Service
17.1. M2M Data Connect Limited t/a M2M Taxi SIMs may (without prejudice to any other right or remedy) suspend or limit the provision of any part of the Services to Customer without Penalty and with immediate effect:
17.1.1. in the event of Force Majeure provided that M2M Data Connect Limited t/a M2M Taxi SIMs complies with Clause 20;
17.1.2. if Customer does not pay any or all Charges for the Service when due other than Charges that are the subject of a dispute;
17.1.3. in the event that any agreed mechanism of payment for any due Charges fails and / or is cancelled without M2M Data Connect Limited’s prior agreement;
17.1.4. if Customer is in material default of any of its obligations set out in this Agreement and fails to remedy the breach within two (2) days of receiving notice from M2M Data Connect Limited t/a M2M Taxi SIMs specifying the default and requiring the default to be remedied;
17.1.5. if Customer’s operation of the Mobile Services exceeds any limits stipulated by M2M Data Connect Limited t/a M2M Taxi SIMs from time to time.
17.1.6. if M2M Data Connect Limited becomes aware of a bona fide reason why use of the Product by customer, the availability of the Service may expose M2M Data Connect Limited t/a M2M Taxi SIMs to penalties, sanctions, awards, costs, losses, damages, judgments or adverse findings by any regulatory or quasi-judicial or similar bodies or institutions, including any Regulator;
17.1.7. if representations or Complaints, which in M2M Data Connect Limited’s sole and reasonable opinion are valid, are received from any other party, including but not limited to M2M Data Connect Limited’s Interconnection Suppliers or Roaming Partners, Regulators or telecommunications industry governing bodies, relating to Customer’s operation of the Services and upon M2M Data Connect Limited t/a M2M Taxi SIMs giving notice to Customer with details of the representation or Complaint Customer fails to rectify the Complaint in accordance with M2M Data Connect Limited’s reasonable directions within thirty six (36) hours of such notice;
17.1.8. if customer does or allows to be done anything which in M2M Data Connect Limited’s opinion has the effect of critically jeopardising the operation of the telecommunications services provided by M2M Data Connect Limited t/a M2M Taxi SIMs to any of its other customers, or adversely affects its other business in a material respect, or customer exceeds the capacities stated in Schedule 3 (Support Services). In such circumstance M2M Data Connect Limited t/a M2M Taxi SIMs will contact customer prior to suspension to provide:
188.8.131.52. a full technical explanation of the need to limit or suspend the Service; and
184.108.40.206. an opportunity for customer to take corrective action that in M2M Data Connect Limited’s opinion is satisfactory.
17.2. If an End-user of customer does or allows to be done anything which in M2M Data Connect Limited’s reasonable opinion causes congestion on the M2M Data Connect Limited network, causes a technical issue on the M2M Data Connect Limited network or otherwise adversely affects M2M Data Connect Limited’s business in a material way, then M2M Data Connect Limited t/a M2M Taxi SIMs may (without prejudice to any other right or remedy) suspend or limit the provision of the Service to that End-user’s SIM, provided that M2M Data Connect Limited t/a M2M Taxi SIMs gives to customer:
17.2.1. written notification of the SIM causing the issue and a full explanation of the issue caused by such SIM; and
17.2.2. an opportunity for customer to take corrective action that in M2M Data Connect Limited’s opinion is satisfactory.
17.3. In the event that M2M Data Connect Limited t/a M2M Taxi SIMs has notified customer of an issue caused by customer pursuant to Clause 21.2 and the issue specified by M2M Data Connect Limited t/a M2M Taxi SIMs in writing has not been remedied within thirty (30) days following notification, then M2M Data Connect Limited t/a M2M Taxi SIMs may without Penalty terminate the provision of the Service to the identified SIM.
17.4. Customer shall remain liable for any Charges due under this Agreement throughout any period of suspension.
17.5. M2M Data Connect Limited t/a M2M Taxi SIMs will not act unreasonably as regards any suspension or limitation of the Service to customer under this Clause 2117.
18. Term and Termination
18.1. This Agreement will commence on the day on which it is dated (the “Commencement Date”) Thereafter this Agreement shall automatically renew for an additional two (2) years term (a “Renewal Term”) unless either Party delivers written notice to the other Party no later than 30 consecutive days prior to the end of the Initial Term or any Renewal Term thereafter of its intention not to so renew.
18.2. After two (2) years from the Commencement Date, notwithstanding Clause 22.1 above, either Party may terminate the Agreement by providing the other Party with 90 consecutive days prior written notice if:
18.2.1. The Service proves not to be economically viable;
18.2.2. The Service as provided by M2M Data Connect Limited t/a M2M Taxi SIMs has consistently failed to meet the Service Level as to be agreed between M2M Data Connect Limited t/a M2M Taxi SIMsand customer or does not allow customer to operate a service with a quality required by or acceptable for the market.
18.3. Notwithstanding Clauses 22.1 and 22.2 above, either Party may serve notice upon the other Party immediately terminating this agreement upon the occurrence of any of the following events:-
18.3.1. the other Party is in material breach of any of its representations, warranties or undertakings under this Agreement which, if capable of remedy, has not been remedied within thirty (30) days following notice in writing requiring such remedy; or
18.3.2. The other Party becoming Bankrupt or suffering or committing any act indicative of Bankruptcy or insolvency by the law of any jurisdiction; or
18.3.3. The other Party entering into composition with its creditors or being the subject of any procedure analogous to liquidation, dissolution or receivership in any jurisdiction; or
18.3.4. any distress or execution or other legal process being levied or enforced upon any property of either Party in any part of the world in respect of an aggregate amount in excess of GBP10,000; or
18.3.5. If any licence of M2M Data Connect Limited to provide the Services is revoked or terminated and is not immediately replaced; or
18.3.6. Either Party being instructed to do so by an applicable Regulator or other governing body; or
18.3.7. An event of Force Majeure continuing for more than ninety (90) days.
18.4. Notwithstanding Clauses 22.1, 22.2 and 22.3 above M2M Data Connect Limited may serve notice in writing upon customer immediately terminating this Agreement upon the occurrence of any of the following events:-
18.4.1. where MM2M Data Connect Limited t/a M2M Taxi SIMs has suspended the Services to customer pursuant to Clause 21 above and customer has not remedied the cause of such suspension within thirty (30) days following notice in writing from M2M Data Connect Limited t/a M2M Taxi SIMs requiring such remedy; or
18.4.2. The fraudulent use of the Services by customer.
18.5. Notwithstanding Clauses 22.1, 22.2 and 22.3 above customer may serve notice in writing upon M2M Data Connect Limited t/a M2M Taxi SIMs immediately terminating this Agreement upon the occurrence of fraud by M2M Data Connect Limited t/a M2M Taxi SIMs relating to the Service it provides customer.
18.6. Termination of this Agreement shall be without prejudice to any other rights and remedies the Parties may have against each other, whether pursuant to this Agreement or otherwise.
19.1. Any notice or other document required to be served by this Agreement may be served on the Parties hereto at the following addresses and email addresses upon the persons specified:
19.1.1. Address for M2M Data Connect Limited t/a M2M Taxi SIMs;
12 Princess Street
Cheshire WA16 6DD
Email address: [email protected]
Attention: Any such notice or other document shall be deemed to be served:
19.1.2. if delivered by hand, at the time of delivery;
19.1.3. if sent by post, at noon on the Business Day falling two (2) days after the day of posting;
19.1.4. if transmitted by email, at the time of transmission; provided that, where delivery or transmission occurs after 5.00 p.m. on a Business Day or occurs on a day which is not a Business Day, service shall be deemed to occur at 9.00 a.m. on the next Business Day.
20.1. Each of the provisions of this Agreement is separate and distinct from the others and if at any time one or more of such provisions is or
becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
21.1. This Agreement may be executed in counterparts both of which taken together shall constitute a single Agreement.
22.1. This Agreement is personal to the Parties and neither Party may assign, transfer, novate, charge, encumber, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party (which consent in the case of a proposed dealing with an Affiliate shall not be unreasonably delayed or withheld).
23. Third Party Rights
23.1. Nothing in this Agreement shall create any rights for, or enforceable by, any third party.
24. Governing Law and Jurisdiction
24.1. This Agreement shall be governed by and construed in accordance with UK law and the Parties hereto submit to the non-exclusive jurisdiction of the courts of the UK.
25.1. No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy.
25.2. Each of the Parties undertakes with each other to do all the tings reasonable within their power, which are necessary or desirable to give effect to the spirit and intent of this Agreement.
I HAVE READ THE ABOVE TERMS AND CONDITIONS AND WHEN SIGN BY AGENTS OF CUSTOMER AND M2M DATA CONNECT LIMITED. REGARDLESS OF THE PLACE OF SIGNING OF THIS AGREEMENT. THE AGREEMENT CONTAINED IN THIS CONTRACT CONSTITUES THE SOLE AGREEMENT BETWEEN CUSTOMER AND M2M DATA CONNECT LIMITED (REGISTERED NUMBER 11139469) WHOSE REGISTERED OFFICE IS AT 12 PRINCESS STREET, KNUTSFORD, CHESHIRE, WA16 6DD (“M2M”); AND THE CUSTOMER, WHO DETAILS AND REGISTERED OFFICE ARE SET OUT BELOW (“THE CUSTOMER”). THE PARTIES HAVE AGREED THAT THE PROVISION OF THE SERVICE WILL BE GOVERNED BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BUT SHALL BE SUBJECT TO M2M’S ACCEPTANCE OF THE CUSTOMER’S APPLICATION FOR SERVICES AND THE SATISFACTION OF ANY CONDITIONS PRECEDENT (SUCH AS CREDIT RATING VERIFICATIONS) WHICH M2M MAY REASONABLY REQUIRE, AS SET OUT IN THIS AGREEMENT. IN THE EVENT THAT THE CUSTOMER’S APPLICATION FOR SERVICES IS NOT ACCEPTED BY M2M AND/OR ANY CONDITIONS PRECEDENT ARE NOT SATISFIED, THE SERVICES COVERED BY SUCH APPLICATION SHALL BE DEEMED TO BE REMOVED FROM THIS AGREEMENT AND M2M SHALL HAVE NO FURTHER OBLIGATION TO SUPPLY SUCH SERVICES.