Terms of Service

We are 1oT OÜ, a company registered in Estonia, registry code: 14611026 (“1oT”). 

We provide to our customers (the “Customers”) access to mobile data connectivity and SMS services for IoT and M2M applications through the provision of SIMs on the basis of Carriers’ (wholesale) services as well as access to 1oT Terminal at www.1oT.com (the “Services”). 

These Terms of Service serve as the base Agreement, and we may (at our discretion) make available to our Customers a service description, i.e. a document including a detailed description of the scope and elements of the Services, SIMs, 1oT Terminal and other aspects relevant to the Services (the “Service Description”). The Service Description may also include Carrier Specific Conditions, in addition to a general part applicable to the Services.

By placing an order as described below and using our Services, you confirm that you have carefully read and understood these Terms of Service (the “Terms”) and agree to be bound by these Terms. These Terms (https://1oT.com/tos), the Privacy Policy (https://1oT.com/privacy-policy), the Service Description (if made available) and the documents referenced herein, including Documentation issued and made available to the Customers from time to time in the future as integral part of the Agreement form together a legally binding agreement between 1oT and the Customer (the “Agreement”) that shall govern the provision of respective Services.

1. DEFINITIONS

In these Terms the following terms have the following meanings:

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2. SERVICES

2.1 The terms and conditions of the Agreement govern the provision of all Services by 1oT to the Customer, including any services which are not defined in these Terms, but which are explicitly listed and described in the Service Description (if made available).

2.2 The Customer acknowledges and agrees that:

2.2.1 1oT performs the Services within the boundaries of its technical and operational capabilities; and  
2.2.2 the Services are provided on the basis of respective (wholesale) services provided by the Carriers; and
2.2.3 the type, scope and elements of such Carriers’ services, including the available networks, roaming networks, transmission technologies, and the timeliness that data is provided by roaming networks and carrier partners to 1oT  may vary and change from time to time; and
2.2.4 the network coverage available through the Services depends, 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’s hardware in a building, the quantity and nature of the telecommunications traffic and atmospheric conditions; and
2.2.5 the availability and/or quality of certain elements of the Services depends on the features, specifications, limitations and conditions of the hardware used by the Customer (or its End Customers) and all elements of the Services are not supported by all hardware (for example, not all IoT modules support eSIM functionality and changing respective Carrier Profiles). The Customer bears overall responsibility for ensuring that chosen IoT module is suitable and is functionally compatible with eSIM. 1oT can support the Customer in choosing and selecting the suitable module and conduct tests. A non-exhaustive list of supported hardware and/or limitations in respect of specific elements of Services is provided in the Service Description).

2.3 Accordingly, the Customer expressly agrees that (i) all elements of Services that are based on Carriers’ services or products, are provided to the Customer only in such scope, with such availability and with such limitations, restrictions and conditions that apply to the respective Carrier’s services on which the respective elements of Services are based and that (ii) any Services are provided only with such elements, scope and quality that are supported by the Customer’s (or its End Customers’) hardware. Customer acknowledges that optional technical services such as Fixed IP, custom APNs, and VPNs may be made available to Customer for extra Fee according to commercial and technical terms as agreed separately between Customer and 1oT (see Price List).

2.4 Furthermore, 1oT does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services or Documentation will meet the Customer’s requirements or that the Software or the Services will be free from Vulnerabilities.

2.5 The Service Description may be made available to the Customer through 1oT Terminal, by e-mail (for example, through a link in the e-mail) or in any other manner accepted by the Customer in the course of use of the Services. 1oT may unilaterally change the Service Description or the type and scope of Services provided in case (i) 1oT itself improves, changes, adapts or adjusts any of the Services, including adds or removes any features or elements of the Services (ii) any Carrier changes the type, scope or elements of products and/or services on which the Services are based (iii) there is any change in 1oT’s costs, expenses, risks and/or liabilities relating to the provision of the Services or (iv) there are other objective reasons of whatsoever nature.

2.6 If the Service Description is made available, 1oT shall notify the Customer of changes in the Service Description by providing an updated Service Description by e-mail, through 1oT Terminal or in any other manner accepted by the Customer in the course of the use of Services. If the Customer does not agree with the updated Service Description, the Customer may terminate the Agreement under Section 10.2. The continued use of Services by the Customer after the lapse of 30-day period following 1oT’s notification of the updated Service Description constitutes an acceptance by the Customer of such updated Service Description.

3. ORDERING PROCESS AND DELIVERIES

3.1 The Customer may from time to time purchase the Services and SIMs by placing an order through 1oT Terminal or send an e-mail to sales@1oT.com or sending an email to a dedicated Account Manager. The Customer shall ensure that all information provided in the context of its order is true, correct and complete and that the users it has authorized to access 1oT Terminal have necessary authorizations and internal approvals to make purchases and orders on behalf of the Customer.

‍3.2 When placing an order, the Customer confirms that he is not acting as a consumer but as a business for business purposes, and shall therefore always state its VAT number, and/or its company registration number, and/or its company details.

3.3 The respective order of the Customer is deemed accepted only if 1oT provides the Customer with an Order Confirmation by e-mail or through 1oT Terminal.

3.4 All costs and expenses incurred by 1oT in connection with the delivery of SIMs to the Customer will be reimbursed by the Customer on the basis of respective invoices issued to the Customer.

3.5 Delivery dates communicated to the Customer are regarded as estimates and not binding dates. 1oT has the right to deliver in parts and the Customer shall accept partial deliveries.

3.6 If the delivery of the ordered 1oT SIM Cards is arranged by 1oT the risk or accidental loss or damage or Misuse of the physical SIM or eSIMs or Services is Customers responsibility once delivered to the agreed destination. If the parties have agreed that the delivery is arranged based on the Customer's specific requests (including but not limited to the selection of service providers and terms), the risk or accidental loss or damage or Misuse of the physical SIM or eSIMs or Services is Customers responsibility once dispatched to Customer after leaving 1oT's control (warehouse).  If the delivery is not possible or is delayed due to the reasons attributable to the Customer, the delivery is regarded as completed at the planned delivery time.

3.7 The Customer must take all the necessary actions to ensure timely delivery of the goods, including, but not limited to provision of timely and correct information necessary for custom´s clearance process. 1oT shall take no liability for any delays related to the custom´s clearance process.  

3.8 The SIMs delivered in accordance with an Order Confirmation may not be either returned or exchanged except otherwise agreed in the Order Confirmation.

3.9 Upon delivery of the SIMs to the Customer, the Customer shall inspect and test the SIMs to assess their fitness for the purposes of the Customer within a maximum period of 5 working days from date of delivery and  should the Customer discover defects it is required to send detailed notification of such defects to 1oT within the aforementioned 5 days period. Unless otherwise agreed between 1oT and the Customer to overcome the proven defect, the Customer shall be authorized to return, at its costs, the alleged defective batch to 1oT. 1oT shall replace all the proven defective SIMs and send them back to the Customer according to 1oT standard delivery terms. At the end of this 5-day period, the SIMs shall be deemed accepted if the Customer has not notified any proven defect to 1oT and the Customer is deemed to have waived any claims it may have in relation with the delivered batch.

3.10 1oT SIMs or eSIMs can be activated by Customer in 1oT Terminal or via API. If the Customer has received the delivery, but has not activated the SIMs or eSIMs before the period of time assigned for shipping (Shipping State during shipping grace period) expires, SIMs or eSIMs will be activated automatically and the consumption of Services shall commence.

4. USE OF SOFTWARE (1oT TERMINAL) AND DOCUMENTATION

4.1 Subject to other terms and conditions of the Agreement, 1oT hereby grants to the Customer a limited non-exclusive, non-sublicensable and non-transferable license to use the 1oT Terminal and other Software (if any) and Documentation.

4.2 To access the 1oT Terminal, the Customer must have a respective account on 1oT’s web portal. The Customer shall ensure that all information provided in the context of its account is true, correct and complete.

4.3 The Customer shall appoint the person with overall representation rights and responsibility for Customer´s activities in 1oT Terminal and representation of the Customer in all relations with 1oT (the Company Owner). The Company Owner is also responsible for assigning user and access rights (including, but not limited to rights for placing orders, see clause 3.1) and 1oT will presume the correctness of the rights assigned (authority to represent).

4.4 The Customer shall keep a secure password for its use of 1oT Terminal and shall ensure that such password is changed regularly and kept strictly confidential. The Customer shall inform 1oT immediately upon becoming aware of any breach of security or unauthorized use of the account.

4.5 The Customer shall implement Two-Factor-Authentication on the 1oT Terminal platform.

4.6 The Customer will have access to 1oT Terminal only while the respective SIMs purchased by the Customer are in Live, Offline Statuses and subject to the terms and conditions of Section 9 and 10.

4.7 1oT Terminal and any other Software is provided to the Customer on an “as is” and “as available” basis without any warranties of any kind either express or implied.

4.8 Data session, location information, device information (IMEI), and SMS usage and voice service usage information displayed in 1oT Terminal may be delayed compared to when the usage happened and is subject to the timeliness of roaming networks and carriers reporting to Terminal , unless stated otherwise in Carrier Specific Conditions which is sent in case of ordering another carrier SIM cards or downloading another carrier virtual profiles. However, 1oT is not in control of such delays and does not guarantee any timeframe for triggering of associated limits (for example data and SMS limits) or workflows (for example service related notifications and/or automations) on 1oT Terminal.

4.9 1oT shall make reasonable efforts to make 1oT Terminal available 24 hours a day, seven days a week, but does not warrant that the access will be uninterrupted. Access may be interrupted, among others, for scheduled and unscheduled maintenance.

4.10 The Customer acknowledges and agrees that 1oT and/or its licensors own all intellectual property rights in the Software and the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade-marks, or any other rights or licences in respect of the Services, Software or the Documentation.

4.11 Except as may be allowed by mandatory provisions of applicable law, the Customer shall not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Software and/or Documentation (as applicable) by any means or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.

5. CUSTOMER’S OBLIGATIONS RELATING TO THE USE OF SERVICES

5.1 The Customer shall use the Services exclusively for the purpose of implementing IoT (internet of things) and M2M (machine-to-machine) solutions. The Customer shall not use nor allow the use of Services for any other purpose. 1oT SIMs and eSIMs received by Customer may only be used with 1oT Services and controlled through 1oT Terminal.

5.2 The Customer shall not use the Services for transfer of circuit switched data via a voice channel, for the use of VoIP Protocol or for instant and personal messaging.

5.3 The Customer shall not use the Services to provide any services to any third party or resell, market or offer the Services or make them otherwise available to any third party, except that the Customer, as an ASP, may integrate the Services to its own service or product provided to its End Customers (who use the Services only as an integral part of the product or service of  Customer and not as a standalone or separate product or service).

5.4 The Customer shall ensure that neither the Customer nor any of its End Customers act as providers of telecommunication services or may be qualified as providers of telecommunication services on the basis of the use of the Services.

5.5 The Customer shall comply with all applicable laws and regulations relating to the use of the Services, obtain all permits, authorisations and registrations and comply with all notification and similar obligations relating thereto and ensure that the use of Services by itself and its End Customers (if applicable), including the purpose of such use, complies fully with all applicable laws and regulations.

5.6 The Customer shall also comply with all Carrier Specific Conditions of which the Customer has been notified in any manner, including, by a respective notice appearing in 1oT Terminal when the Customer downloads or otherwise applies the Profile of the respective Carrier.

5.7 The Customer shall also ensure that all devices and hardware used in connection with the Services comply fully with all applicable laws and regulations and, to the extent required, are duly certified and/or registered by or with appropriate authorities. The Customer shall also ensure that all such devices and hardware comply with Carrier Specific Conditions of which it has been notified in accordance with Section 5.6. At the request of 1oT, the Customer shall provide 1oT with proof of such compliance, certification and/or registration in the form acceptable to 1oT.

5.8 The Customer shall protect all SIMs against unauthorized use, theft or damage, shall choose, apply and keep enabled the appropriate security measures and shall be liable for data, SMS charges and any other fees, costs and damages generated from use of Services, SIMs or Profiles associated with Customers in their Terminal account even as a result of unauthorized use, theft or damage (including Misuse of Services).

5.9 The Customer (and not 1oT) is liable for any and all content, information and data transmitted, made available, or processed in any way through the use of the Services or in connection therewith. The Customer is also liable for any consequences of any use or Misuse of, or reliance on, the Services.

5.10 The Customer shall ensure that 1oT does not incur any damages or costs and is not liable to any person as a result of the use of Services or Misuse of Services by the Customer. The Customer shall indemnify and hold 1oT, including its board members and employees harmless of any claims, fines and penalties related to the use of Services or Misuse of Services by the Customer or the End Customers. If such claims are brought up against 1oT and they are not revoked by the authorities nor courts the Customer shall pay all such claims on behalf of 1oT at first request and without any undue delay as well as compensate the damages caused to 1oT thereof.

5.11 The Customer shall not access, store, distribute or transmit any Viruses in connection with the Services and shall not introduce or permit the introduction of, any Virus or Vulnerability into the 1oT’s and Carriers’ network and information systems.

5.12 The Customer shall not use the Services in a way that:
5.12.1 is unlawful, immoral, unethical or in conflict with industry guidelines, practices or codes;
5.12.2 harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or other ground;
5.12.3 causes damage or injury to any person or property;
5.12.4 may cause malfunctions or other adverse or unforeseen effects on the functionality or operation of the Services, telecommunication or other networks or the network infrastructure; or
5.12.5 may infringe the intellectual property rights of any person.

5.13 The Customer shall not access any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.

5.14 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify 1oT.

5.15 The Customer shall provide 1oT with all necessary cooperation in relation to the Agreement and all information and documents required by 1oT for the performance of its rights and obligations under the Agreement. The Customer shall also provide 1oT with all information, documents and access requested by 1oT to audit the compliance by the Customer with the Agreement, including any Carrier Specific Condition.

5.16 The Customer shall comply with all requests and orders of public authorities, regulatory bodies and Carriers relating to the use of Services and shall assist 1oT with respective requests or orders received by 1oT in connection with the Services.  

5.17 The Customer shall also notify 1oT immediately of any actual, alleged or potential breach or non-compliance by the Customer or its End Customers with any condition, requirement or restriction set forth in the Agreement (including any Carrier Specific Condition).  

5.18 The Customer shall not sell, export or supply SIMs or make the Services available  to any individuals or legal entities that are the subject of sanctions or of blocking or asset-freeze measures applicable in the United States of America, in any EU member-state or in the United Kingdom.

6. SUPPORT

6.1 1oT’s customer support is available during the following time periods (“Support Period”):
6.1.1 for technical (non-critical) matters: on Business Days from 8:00 to 17:00 (GMT +2);
6.1.2 for critical technical matters (outage of network, unavailability of Services, SIM faults and similar matters): on Business Days from 8:00 to 22:00 (GMT +2);
6.1.3 for sales support, pricing discussions and similar matters: on Business Days from 8:00 to 17:00 (GMT +2).

6.2 The Customer shall contact 1oT as follows:
6.2.1 for technical (non-critical) matters: by raising a ticket or request via 1oT Support Portal (https://1ot.atlassian.net/servicedesk/customer/portal)
6.2.2 sending a respective enquiry to support@1oT.com;
6.2.3 for critical technical matters: by marking the ticket priority to the highest
6.2.4 for sales support, pricing discussions and similar matters:  by sending a respective enquiry to sales@1oT.com

6.3 1oT shall make reasonable efforts to respond to Customer’s enquiries submitted in accordance with the Agreement as follows:
6.3.1 provide initial response to the High Priority Requests: no later than within two hours in the Support Period (on Business Days from 8:00 to 22:00 (GMT +2));
6.3.2 provide initial response to Low to Medium Priority Requests: no later than within four hours in the Support Period (on Business Days from 8:00 to 17:00 (GMT +2));
6.3.3 make its best efforts to find a solution to a technical matter: no later than within 48 hours starting from initial response in the Support Period;
6.3.4 provide a more detailed explanation to the respective issue: no later than within 10 Business Days.

6.4 Escalation Process:
6.4.1 Low to Medium Priority requests consist of non-critical questions or requests to 1oT Support, or issues related to single or small groups of SIM cards. Low to Medium Priority requests can be escalated to High Priority requests by 1oT.
6.4.2 High Priority requests consist of widespread outages with business critical impact for SIMs across an entire country or region. High Priority requests can be de-escalated to Low to Medium requests by 1oT depending on the outcome of 1oT’s investigation.
6.4.3 1oT shall determine the priority level of tickets and if necessary escalate an investigation with third party partners.
6.4.4 Tickets submitted to 1oT via Support@1oT.com email will have a Low Priority level assigned by default. For High Priority requests tickets should be submitted via the 1oT Support Portal to ensure timely response.
6.4.5 Escalation scheme:  
(a) Ticket submission with Highest Priority
(b) Dedicated Account Manager
(c) Support call (+372 5353 3107)

6.5 1oT’s obligations under this Section 6 are subject to other provisions of the Agreement, above all, the provisions of Section 8.

7. FEES AND PRICES AND PAYMENT

7.1 In consideration for the Services the Customer shall pay to 1oT the applicable Fees and Prices.

7.2 The amounts of Fees and Prices are set out in the Price List which will be made available to the Customer through 1oT Terminal, by e-mail (for example, through a link in the e-mail) or in any other manner accepted by the Customer in the course of use of the Services. However, the Customer acknowledges and agrees that due to (i) the nature of Services (ii) 1oT’s role as a reseller of Carriers’ services and (ii) the inability of 1oT to exercise control over Carrier’s decisions and actions, 1oT may unilaterally change the Fees and Prices at any time and from time to time. Above all, 1oT may unilaterally change the Fees and Prices in case (i) any Carrier changes the fees and/or prices of products and/or services on which the Services are based (ii) there is any other change in 1oT’s costs, expenses, risks and/or liabilities relating to the provision of the Services or (iii) there are other objective reasons of whatsoever nature.

7.3 1oT shall notify the Customer of changes in Fees and Prices by providing an updated Price List by e-mail, through 1oT Terminal or in any other manner accepted by the Customer. If the Customer does not agree with the changes, it may terminate the Agreement under Section 10.2. The continued use of Services by the Customer after the lapse of 30-day period following the receipt of the updated Price List constitutes an acceptance by the Customer of the Fees and Prices in the updated Price List.

7.4 The amounts of Fees and Prices are exclusive of value added tax (VAT) unless otherwise explicitly specified in the Price List. Any and all taxes, levies, duties and similar charges incurred outside the Republic of Estonia, including any import and export duties, taxes and charges incurred in connection with the delivery of SIMs outside the Republic of Estonia shall be borne by the Customer and, if initially borne by 1oT, reimbursed to 1oT on the basis of respective invoices.  

7.5 The Customer shall pay the Fees and Prices in accordance with the invoices issued by 1oT on a monthly basis. The  Fees and Prices shall be paid in euros within 30 days of the date of invoice by a bank transfer to 1oT’s bank account specified in the invoice or, if not specified, the bank account specified in accordance with Section 13.

7.6 Section 7.5 shall not apply to the extent the Parties have agreed on other payment methods (for example, credit card, PayPal) or other payment terms in the Order Confirmation.

7.7 The Fees and Prices are non-cancellable and non-refundable.

7.8 Upon any delay with any payment under the Agreement 1oT may request the Customer to pay a penalty for delay in the amount of 0.05% of the delayed amount per each day of delay.

8. LIMITATION OF LIABILITY

8.1 1oT is liable for any breach of the Agreement only if it has committed the breach intentionally or as a result of gross negligence. 1oT is not liable for, and the Customer may not rely on, any breach, event or circumstance (including any limitation, fault, problem, damages, fines, delay or interruption in the Services and/or in the delivery, transmission, re-transmission or reception of data, including data that may trigger specific actions in Terminal, via the Services):
8.1.1 that has been caused by or is attributable to any action or omission of, or other circumstance depending on any Carrier or any other third party, including (without limitation) any outage of or other issue with Carrier network or roaming partner network;
8.1.2 for which the respective Carrier is not liable towards 1oT under the relationship (agreement) between the Carrier and 1oT; or
8.1.3 that has been caused by or is attributable to specifications, limitations and conditions of the hardware used by the Customer (or its End Customers), including (without limitation) any use of hardware that does not fully support the respective elements of the Services;
8.1.4 that has caused by or is attributable to the Misuse of Services;
8.1.5 that is related to and is arising from the resale of Services to third parties, in particular to End Customers of the Customer.

8.2 Neither Party is liable to the other Party, whether under the Agreement or otherwise, for any damages other than direct proprietary damages. A Party is not liable for any loss of revenue, loss of business, anticipated savings or profits or any indirect, special or consequential damages or similar damages.

8.3 In case of defective SIMs the sole remedy for the Customer is replacement of defective SIMs in accordance with the procedure and requirements described in clause 3.7. 1oT shall not be held liable for any other costs and expenses associated with repair or replacement of SIMs and relating to but not limited to the device recall costs, workmanship to remove and reinstall defective SIMs embedded in devices, systems etc, customer support costs, shipping and handling, scrapping etc.

8.4 Customer acknowledges that using or selling SIMs in vehicles, devices systems or any other element could involve damage to property, vehicle, devices, system or to any other element into which the Product is installed or to third persons. 1oT shall not be liable and expressly disclaims liability for loss, expenses and damages caused by the use of the SIMs in such devices or systems by the Customer or any party to whom the Customer has directly or indirectly supplied the Product.

8.4 1oT is liable for any breach of the Agreement only if it has committed the breach intentionally or as a result of gross negligence.

8.5 1oT’s aggregate liability arising in connection with the performance of the Agreement per calendar year shall be limited to the amount equal to the amount of 50% of Fees and Prices paid by the Customer during 12 months immediately preceding the date on which the claim arose. 1oT’s aggregate liability for each damage causing event shall be 5 000 EUR.

9. SUSPENSION OF SERVICES

9.1 1oT may suspend the provision of the Services to the Customer, including by way of deactivation of SIMs or Profiles, if there is a Misuse of Services or if this is necessary to ensure the security of 1oT’s website(s), 1oT Terminal and/or other users of the Services or if the Customer has failed to make payments according to this Agreement or if the Customer has violated the terms of this Agreement.

10. TERMINATION OF AGREEMENT

10.1 The Agreement is for an unfixed term.

10.2 The Customer may terminate the Agreement by notifying 1oT at least 30 days in advance by sending a termination notice to sales@1ot.com. In case of any minimum term and/or Order Confirmation commitment the ordinary termination is excluded.

10.3 1oT may terminate the Agreement unilaterally ordinarily, i.e. without providing any reason, by notifying the Customer at least 90 days in advance. However, depending on the Carrier Specific Conditions, 1oT may terminate the Agreement with shorter notice.

10.4 1oT may terminate the Agreement unilaterally extraordinarily without advance notice in case any of the following occurs:
10.4.1 commencement of restructuring or similar proceedings in respect of the Customer;
10.4.2 appointment of interim trustee (in bankruptcy) in respect of the Customer or commencement of bankruptcy proceedings in respect of the Customer;
10.4.3 there is a Misuse of Services;
10.4.4 any payment by the Customer under the Agreement is overdue by more than 14 days; and/or
10.4.5 any other material breach by the Customer of its obligations, including any breach which, if capable of cure, is not cured within 14 days of the date of 1oT’s notice to the Customer about such breach.

10.5 1oT may terminate the Agreement unilaterally extraordinarily also in case any actions or omissions of any Carrier or other third party or other circumstances depending on any Carrier or other third party (including unavailability of Carrier’s services or material changes in such services) materially impair the ability of 1oT to provide the Services to the Customer and such situation is not of temporary nature.

10.6 Services are provided until the last day of the Agreement term and the Customer is obliged to pay all fees and charges incurred until that time. Upon termination, or expiry of the Agreement, the Customer is obliged to stop using the Services by logging into 1oT Terminal and changing all SIMs to the closed status. The termination of the Agreement does not relieve the Customer from obligations that are intended to survive the termination of the Agreement.

11. CONFIDENTIALITY

11.1 The terms and conditions of the Agreement and any information about the other Party and its business obtained in the course of preparation or performance of the Agreement which the Party had not obtained without the entry into the Agreement shall be considered as confidential information (“Confidential Information”).

11.2 A Party shall not disclose any Confidential Information to any third party nor use the Confidential Information for any purpose other than the performance of the Agreement except (i) upon the prior written consent of the other Party or (ii) if the disclosure is required under applicable laws and regulations or (ii) the Confidential Information is disclosed to the Party’s banks, auditors or professional consultants and advisers who are bound by an obligation to hold such information confidential.

11.3 A Party may only disclose the fact of entry into the Agreement and the name, trademark and logo of the other Party in its press materials, website and other sales and marketing materials for the purposes of the promotion of the Services, upon receiving a confirmation in a form reproducible in writing from the other Party.

11.4 The obligations set forth in Section 11 of the Agreement shall survive the termination of the Agreement and shall apply, in respect of each item of Confidential Information, for a period of three years after the disclosure of the respective item of Confidential Information.

12. FINAL PROVISIONS

12.1 The Agreement (together with Service Description(s), Order Confirmations, Price Lists, Carrier Specific Conditions and other documents referenced herein as parts of the Agreement) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior declarations of intent, agreements and other communication between the Parties with respect to the subject matter hereof (merger clause).

12.2 1oT shall notify the Customer of changes in the Agreement by providing an update by e-mail, through 1oT Terminal or in any other manner accepted by the Customer 30 days in advance before the changes take effect. If the Customer does not agree with the changes, it may terminate the Agreement under Section 10.2 within 30 days from receiving a notice of the changes. The continued use of Services by the Customer after the lapse of 30-day period following the receipt of the updated Agreement constitutes an acceptance by the Customer of the Agreement.

12.3 References to words “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.

12.4 The Agreement and any rights or claims arising out of or in connection with the Agreement (including any non-contractual claims) shall be governed by the substantive law of Estonia without giving effect to any conflicts of law rules. CISG (Convention on Contracts for the International Sale of Goods) is explicitly excluded.

12.5 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in the Arbitration Court of the Chamber of Commerce and Industry of Estonia in accordance with its rules. The arbitral tribunal shall be composed of three arbitrators. The seat of arbitration shall be Tallinn. The language of the arbitration shall be English.

12.6 By signing the Agreement, the Customer represents and warrants that none of its legal representatives or beneficiaries is, or has been for the last three years, or will be at any time during the term of this Agreement, a Politically Exposed Person or subject to international sanctions. The Customer shall inform 1oT promptly if it becomes aware of any circumstance likely to put into question this representation.

13. NOTICES

13.1 Unless otherwise specified in the Agreement any notice or other communication under the Agreement must be in a form reproducible in writing and, in case of notice to 1oT, must be sent to the respective e-mail address specified in Section 13.3. A notice required to be made in writing must be (i) hand-signed and delivered personally by hand or sent by registered mail (and in case of notice to 1oT) to the address specified in Section 13.3 or (ii) electronically signed and sent by e-mail (an in case of notice to 1oT) to address specified in Section 13.3. Any notice of the Customer is deemed to have been sent by the Customer and has legal effect only if it is received from an e-mail address that is attached to the Customer’s user account in 1oT Terminal.

13.2 A notice or communication made in accordance with Section 13.1 shall be deemed received as follows: (i) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours means 9:00am to 5:00pm Monday to Friday on a day that is not a public holiday in the place of receipt); (ii) if delivered by hand (including courier delivery), at the time of delivery; and (iii) if sent by registered mail, on the 4th day after posting.
1oT’s addresses, contacts and other details are specified below.

13.3 1oT’s addresses, contacts and other details are specified below:

• Address: Tatari 1, Tallinn 10116, Estonia
• Technical support: support@1oT.com
• Accounting: accounting@1oT.com

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