1.1. IN THIS AGREEMENT:
"Agreement" means the main body of this ESIMGO 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 ESIMGO for the provision and
use of a Service;
"Contract" means an agreement made between the Customer and ESIMGO for the
provision of a particular Service, which shall be subject to the provisions of this
Agreement and any permitted amendments, variations or additions to any of the
“Credit Rating” means the score given to the creditworthiness of the Customer or
ESIMGO by Dun and Bradstreet, Equifax, Experian or Creditsafe, or other third party
agency that ESIMGO appoints in its sole discretion, that performs a materially similar
function, from time to time;
"Data" shall be represented in Gigabytes and calculable by up to, two decimal places. One Gigabyte shall be defined as 1,000,000,000 Bytes.
"Data Protection Legislation" means the Data Protection Act 2018 and the Privacy and
Electronic Communications Regulations 1998 or their successors or any legislation in
substantially the same terms in any jurisdiction in or into which ESIMGO is providing the
Services or processing Personal Data;
“eSIM Profile” means the profile supplied by ESIMGO for the purposes of using Mobile
Data on a compatible mobile handset, tablet or laptop;
“ESIMGo API” means the mechanism by which the management and control of eSIM
Profiles between Customer’s Network and the ESIMGO Network;
“IMSI Profile” means the unique International Mobile Subscriber Identity number used
to identify the eSIM Profile;
“IMSI Profile Suppliers” means a mobile Network connected to ESIMGO’s network
which is relied upon for the provision of the Services;
“Interconnection Suppliers” means a Network connected to ESIMGO’s Network which is
relied upon for the provision of the Services;
“Mobile Data” means GPRS, 3G, HSDPA, LTE, LTE+ and 5G mobile carrier network access
providing access to the internet over mobile SS7 signaling;
"Network" means an electronic communications network as defined in the Act;
“Ofcom” means the Office of Communications;
“Parties” means the Customer and ESIMGO;
“Party” means either the Customer or ESIMGO;
"Personal Data" and the processing thereof shall have the meaning given to them of the
relevant Data Protection Legislation;
"Rates" are the applicable rates provided by ESIMGO as set out in the Schedules or as
otherwise set out in any price lists or rate sheets notified to the Customer as may be
amended from time to time in accordance with this Agreement;
"Service(s)" means any service provided under this Agreement and any ESIMGO services
as more particularly described in any relevant Statement of Work or Schedule and
provided to the Customer by ESIMGO, or any other service that ESIMGO is able and
willing to provide to the Customer as agreed by the Customer, which shall in each case
be governed by this Agreement;
"SS7” means the telecommunications signalling capacity between telecommunications
apparatus using Signalling System Number 7, as specified by the International
Telecommunications Union Telecommunications Standardisation Sector.
"Statement of Work" means a document identified as being a statement of work for the
provision of Services, containing a detailed description of the Services to be provided,
which in each case shall automatically incorporate and be subject to this Agreement
unless expressly stated to the contrary;
“VAT” means Value Added Tax (or its equivalent in other jurisdictions); and
“Working Day” means any day that is not a bank holiday in England, nor a Saturday nor a
2. INCORPORATION OF SPECIFIC TERMS AND CONDITIONS CONTAINED IN SCHEDULES
AND/OR STATEMENTS OF WORK
2.1. The Schedules 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, but in the event of an inconsistency in the case of a particular Contract between the provisions of this
Agreement, an applicable Statement of Work, and/or any additional terms in a relevant
Schedule, the following order of precedence will apply:
(i) the applicable Statement of Work;
(ii) the terms of any other Schedule(s); and
(iii) the terms of the main body of this Agreement.
3. PROVISION OF SERVICES
3.1. ESIMGO shall use reasonable endeavours to provide the Services to the Customer and
support the Services in accordance with Schedule 1 of this Agreement.
3.2. The Customer undertakes to ESIMGO to only use the services in accordance with any
lawful direction, consent, specification, designation or determination made by ofcom or
any other regulatory or legal authority.
3.3. The Customer will ensure that it, and (where appropriate) will use reasonable
endeavours to ensure that its customers will:3.3.1. not use the Services for any improper or unlawful purposes nor allow others to do
3.3.2. comply with any reasonable instructions issued by ESIMGO in respect of use of the
Services (including adherence to any fair use or acceptable use policies published
from time to time);
3.3.3. hold at all relevant times appropriate licences or authorisations to run any
telecommunications systems and equipment which are to be used in the provision
or use of the services; and
3.3.4. ensure that the provision or use of the Services will not lead to any breach of the
provisions of any telecommunications licence or authorisation held by ESIMGO.
3.4. ESIMGO shall use reasonable endeavours to give the customer the following notice in
respect of any outage of the relevant Network which may affect the performance of any
obligations under this Agreement:
3.4.1. in respect of any planned outage, not less than 5 Working Days’ notice; and
3.4.2. in respect of any unplanned outage, as soon as is reasonably possible in the
3.5. In the event of any planned or unplanned outage ESIMGO shall use all reasonable
endeavours to correct any faults and resume normal service as soon as is reasonably
3.6. ESIMGO reserves the right to modify individual network coverage included within the
Services at its discretion. ESIMGO will use reasonable endeavours to (but does not
warrant that it shall) provide the Customer with a minimum of 7 calendar days’ notice
of a change in coverage and will only do so where reasonably necessary as a
consequence of a technical or commercial issue.
3.7. ESIMGO shall not be liable for any failure to maintain the services and ESIMGO does not
warrant, represent or undertake that ESIMGO’s network or the network of any of
ESIMGO’s IMSI Profile suppliers or any of ESIMGO’s Interconnection Suppliers will be
fault free or free of interruptions.
3.8. ESIMGO and the Customer shall use reasonable endeavours to ensure that the ESIMGO
API conforms to the specifications published by ESIMGO from time to time at
4. POST-PAID SERVICES
4.1. The default basis by which ESIMGO shall provide services in on the pre-paid basis
pursuant to Clause 5 of this Agreement unless agreed otherwise by ESIMGO in writing.
4.2. The Customer may apply to ESIMGO for a credit limit and payment terms (a “post-paid
basis”), which ESIMGO may implement at its sole discretion. In making such an
application, the Customer shall provide:
4.2.1. A forecast for sale of the Services for the next twelve (12) months;
4.2.2. Management accounts and any other information ESIMGO may reasonably require
of the Customer to demonstrate the Customer’s credit worthiness.
4.3. ESIMGO may reduce or revoke a credit limit at any time, for any reason, at its sole
discretion. Such reasons include, but are not limited to:
4.3.1. A failure to pay invoices on time;
4.3.2. A failure to maintain an account below the credit limit;
4.3.3. A failure of the customer to achieve any budget or forecast.
4.4. ESIMGO shall raise an invoice for the Services rendered in connection with this
Agreement, according to the payment terms and invoice frequency agreed in writing
with the Customer, which the Customer shall pay no later than the date shown.
4.5. In consideration of providing the Services on a post-paid basis, ESIMGO may require the
Customer to pay a deposit. Such deposit shall be calculated by ESIMGO at its sole
discretion and shall be paid by the Customer prior to the provision of any Services on a
4.6. The Customer shall, upon request by ESIMGO, where the Customer’s consumption of
the Services not yet paid for (i.e. unbilled and billed but not yet paid) (the “Outstanding Balance”) exceeds the credit limit or deposit, make a further payment to ESIMGO to reduce the Outstanding Balance below the credit limit or deposit.
4.7. Notwithstanding any other rights ESIMGO has pursuant to this Agreement, ESIMGO
may suspend the Services without notice if the Outstanding Balance exceeds the credit
limit or deposit at its sole discretion.
4.8. Any deposit received in connection with this Agreement may be used by ESIMGO to
offset any undisputed amounts owing by the Customer. Upon termination of this
Agreement, any deposit shall be returned (net of any offset pursuant to this clause 4.8)
no later than sixty (60) calendar days from the date of termination.
5. PRE-PAID SERVICES
5.1. The customer shall prepay ESIMGO for Services rendered in connection with this
5.2. Prior to the commencement of the Services, the Customer shall deposit in an account
indicated by ESIMGO the amount of funds for the Services as ordered by the Customer
5.3. The Customer should maintain a positive balance of funds in its account. The Customer
shall make additional pre-payments in immediately available funds as required by
ESIMGO to ensure that sufficient funds are held to cover usage of the Services.
5.4. It is the responsibility of the Customer to ensure sufficient funds remain available on
the account. Services will only be provided to the customer upon confirmation of
cleared funds being received in the pre-payment account. Any funds deposited other
than between 9 am and 5 pm on a Working Day will be added to the pre- payment
account on the next following Working Day.
5.5. Charges for the Services shall be calculated in accordance with the applicable Rates.
5.6. Any funds prepaid by the Customer but unused after termination of this agreement
shall remain the property of ESIMGO and shall not be refundable by ESIMGO to the
5.7. Where VAT is applicable, the invoice will be in respect of the gross payment received
and that amount net of the VAT charged will be credited to the pre-payment account.
5.8. Any fraud, artificial inflation of traffic, data arbitrage or other improper use of the
services committed by the customer, its customers or by any third party (whether or
not that third party’s access to the Services was authorised or not) shall not relieve the
customer of its payment obligations to ESIMGO under this agreement.
5.9. The Customer acknowledges that there may be a delay in their usage of the Services
debiting their prepayment funds and that the Customer may have a negative balance.
5.10 For security purposes the “auto top-up” feature will only be functional with cards that do not bypass 3D secure payment verification.
6. RATES AND INVOICE PAYMENT
6.1. Each Party shall pay the Charges in respect of the Services.
6.2. The Charges are based on the Rates and unless otherwise stated in any Schedule, may
be subsequently increased as notified in writing on 7 calendar days’ notice and reduced
immediately on notice, shall be deemed to be incorporated in this agreement.
6.3. The Customer will pay the Charges due within 7 calendar days from the date of invoice,
unless otherwise agreed in writing by the Parties.
6.4. Without prejudice to any other rights under this Agreement if the Customer fails to pay
the Charges, save in the case of disputed amounts, ESIMGO shall be entitled to charge
interest on the outstanding amount at a rate of the Bank of England base rate plus eight
percent (8%) per annum (calculated and due pro-rata daily) from the date on which
such amount becomes due until the date on which it is paid.
6.5. VAT may be applicable and will be added to the invoice at the relevant United Kingdom
rate. In the event VAT is not payable now but becomes payable in the future, then the
customer shall be responsible for the payment of any applicable VAT and agrees to
indemnify ESIMGO in respect of any taxes payable in respect of the services.
6.6. Failure to dispute any Charges within the earlier of (i) 14 calendar days of the date of
the invoice or (ii) the date at which the Charges were debited from any prepaid funds,
will create an irrefutable presumption of the correctness of the Charges, absent manifest error, and that the customer shall have waived its right to dispute those charges.
6.7. Without prejudice to any of its other rights under this Agreement or in law, ESIMGO
may immediately suspend the provision of the services, without notice, during any
period in which any undisputed amounts owing to it remain unpaid.
7.1. Any dispute raised by the Customer in relation to the Charges must be made in writing
with sufficient detail for ESIMGO to verify the accuracy of the Customer’s dispute (a
7.2. Any dispute must only relate to (i) the Rates or (ii) the volume of Services provided.
7.3. A dispute under clause 6.2 of this Agreement shall only be valid to the extent it does
not relate to the artificial inflation of traffic, fraud, any technical issue, defect or service
quality issue (including the absence of service), or any other matter.
7.4. Within 5 calendar days (or longer period as notified by ESIMGO to the Customer at its
sole discretion, acting reasonably) after receiving notice of a dispute, ESIMGO shall give
the Customer access to whatever additional documents or materials the customer may
reasonably require to verify the disputed amount. The parties will exercise reasonable,
good faith efforts to resolve the payment dispute within 5 calendar days thereafter.
7.5. Failing this, either Party shall be entitled to commence court proceedings without
further notice on the other.
7.6. The Customer shall not be entitled to withhold any monies due to ESIMGO during the
resolution of a dispute under this clause 6, however, the Customer may request (acting
reasonably) that the disputed sums are held in escrow or trust pending the resolution
of the dispute.
8. LIMITATION OF LIABILITY
8.1. Subject to clause 7.4 and 7.6 each Party shall be liable for any direct loss arising from
breach of this Agreement and/or negligence hereunder.
8.2. Neither party’s liability is excluded for death or personal injury resulting from its
negligence, for fraudulent misrepresentation or in relation to any other liability that
may not be excluded by applicable law.
8.3. Neither party shall be liable to the other Party under or in relation to this Agreement or
its subject matter (whether such liability arises due to negligence, breach of contract,
misrepresentation or for any other reason) for any:
8.3.1. loss of profits; or
8.3.2. loss of sales or turnover; or
8.3.3. loss of or damage to reputation; or
8.3.4. loss of contracts; or
8.3.5. loss of customers; or
8.3.6. loss of, or loss of use of, any software and/or data; or
8.3.7. loss of use of any computer or other equipment or plant; or
8.3.8. wasted management or other staff time; or
8.3.9. losses or liabilities under or in relation to any other contract; or
8.3.10. indirect loss or damage; or
8.3.11. consequential loss or damage; or
8.3.12. special loss or damage.
8.4. For the purposes of this clause 7 the term "loss" includes a partial loss or reduction in
value as well as a complete or total loss.
8.5. Subject to clause 7.2, the maximum aggregate liability of each party under this
agreement in respect of any causes of action which arise during any year during the
term of this Agreement (a year being twelve months from the date hereof and from
each anniversary thereafter) shall be limited to £10,000.
8.6. The provisions of this clause 7 shall continue to apply notwithstanding termination of
this Agreement for any reason whatsoever in matters relating to this Agreement.
8.7. The Parties acknowledge and affirm that the limitations on liability set out in this clause
7 have been negotiated between the parties and are regarded by the Parties as being
reasonable in all the circumstances.
9.1. Each party hereby represents and warrants that it holds all necessary licences, consents
and permissions as may be necessary to fulfil its obligations hereunder and shall comply
with all laws, guidelines or codes of any governmental authority.
9.2. Except as specifically provided in this Agreement, neither Party makes any warranty to
the other or any other person or entity, whether express or implied or statutory, as to
the description, quality, merchantability, completeness or fitness for a particular use or
purpose of any of the Services provided under this Agreement, or as to any other
matter, all such warranties hereby being expressly excluded and disclaimed to the
fullest extent permitted by applicable law.
9.3. Nothing herein contained shall be construed or have effect as constituting any joint
venture, partnership or relationship of employer or employee or principal and agent
between the Parties. Accordingly, each Party represents, warrants and undertakes to
the other Party that neither it nor any of its employees, officers or other personnel
shall, or shall purport to be able to, bind the other party to third Parties in any manner
whatsoever or to incur liabilities on the other Party's behalf.
10.1. This agreement shall continue in force until the expiry or termination of all the
Schedules or Statements of Work entered into under this Agreement.
10.2. Unless specified otherwise or terminated in accordance with this Agreement, each
Schedule or Statement of Work shall continue until unless and until terminated by
either Party giving to the other at least ninety (90) calendar days’ notice in writing
subject to any applicable minimum renewal term set out in a Schedule; in each case to
come into effect at the end of any calendar month.
11. SUSPENSION AND TERMINATION
11.1. Either Party may terminate this Agreement at any time by giving to the other party
written notice where:
11.1.1. the other Party has committed any material breach of any of its obligations
hereunder, including failure to pay any Charges when due including any interim
invoice or payment on account under clause 4 and 5 and has not remedied the
breach within 30 calendar days; or
11.1.2. either Party's licence(s) to run the telecommunications system(s) relevant to that
Party's performance of its obligations under this Agreement is revoked, expires or is
terminated for any reason (and is not immediately replaced); or
11.1.3. the other Party makes any arrangement or compromise with its creditors; or
11.1.4. any action or proceeding under insolvency law is taken against the other Party or
an associated company of that Party whether in the UK or any other jurisdiction; or
11.1.5. the other party is subjected to voluntary or compulsory liquidation (other than for
the purpose of a solvent amalgamation or reconstruction); or
11.1.6. the other party ceases to carry on business or suffers any execution or distress over
a substantial part of its assets; or
11.1.7. the other party is made the subject of an administration order or of any proposal
under part 1 of the Insolvency Act 1986 or a composition in satisfaction of its debts
or other similar action under any other jurisdiction.
11.2. ESIMGO may terminate this Agreement at any time by giving to the other Party written
11.2.1. the Customer’s actions bring ESIMGO into disrepute or
11.2.2. a suspension pursuant to clause 11.3 is not remedied; within 14 calendar days of
notice being given to the Customer of the reasons for the suspension.
11.3. ESIMGO may suspend its performance of this Agreement at any time by giving to the
other Party written notice where:
11.3.1. In ESIMGO’s sole discretion it has a reasonable suspicion it has, or may soon have, a
right to terminate this Agreement pursuant to clause 11.1 or clause 11.2.1;
12. FORCE MAJEURE
12.1. Notwithstanding any other provision of this Agreement, neither Party (the "Affected
Party") shall be liable for its inability to perform any of its obligations hereunder (other
than an obligation to make payment) if such inability is caused by or arises as a result of
circumstances beyond the reasonable control of the relevant Party including but not
limited to inability or delay caused through fire, flood, riot, act of god, lightning,
explosion, civil commotion (but not industrial dispute), malicious damage, storm,
tempest, act of government or regulatory authority, any form of technical or other
failure associated with ESIMGO’s network or the network of any of ESIMGO’s IMSI
Profile suppliers or Interconnection Suppliers ("Force Majeure Circumstances").
12.2. If this Agreement cannot be performed according to its terms for a continuous period of
more than 60 calendar days as a result of Force Majeure circumstances, then the
unaffected Party may, after the expiry of such period at its discretion, but only while
such force majeure circumstances continue, to terminate this agreement by giving not
less than 30 calendar days’ notice to the affected Party. Such notice shall be void if,
prior to its expiry, the Force Majeure Circumstances come to an end.
13. CONSEQUENCES OF TERMINATION
13.1. In the event of termination of this Agreement, all fees due to the other Party remain
13.2. Clauses 7 and 14 shall survive the termination of this Agreement.
14. PROVISION OF INFORMATION
14.1. Each Party undertakes to the other to supply promptly all information and assistance,
which the other may request that is reasonably require to enable it to perform its
obligations under this Agreement.
15.1. Each party shall ensure that disclosure of confidential information is restricted to the
Parties and their employees, or contractors and/or associated companies who need
access to the confidential information for the purposes of this Agreement. Copies or
reproductions of any confidential information shall not be made except to the extent
reasonably necessary for the purposes of this Agreement and all copies made shall
remain the property of the disclosing party. A Party shall return all confidential
information and any copies to the disclosing Party within 30 calendar days of receipt of
a written request to do so.
15.2. In this clause "confidential information" shall mean product, business, technical,
market, strategic or other information or data (including but not limited to information
retained on all types of medium including written, diagrammatical, software or other
storage medium) relating to the provision of the services or this agreement or the
business or affairs of ESIMGO disclosed whether in writing, orally or by any other
means, and whether or not that information is marked "confidential" excluding any
15.2.1. is in or comes into the public domain in any way without breach of this Agreement;
15.2.2. was in a Party’s possession or known to it prior to receipt from the disclosing Party;
15.2.3. a party can show was developed by or for that Party at any time independently of
any information disclosed to it by the disclosing Party;
15.2.4. a party obtains or has available from a source other than the disclosing Party
without breach by any 3rd party of any obligation of confidentiality or non-use
towards the disclosing Party;
15.2.5. is hereafter furnished by the disclosing Party to a third party without restriction on
disclosure or use; or
15.2.6. is disclosed by a Party with the prior written approval of the disclosing Party in
accordance with the terms of such written approval.
15.3. The following disclosures of information by either Party shall not constitute a breach of
15.3.1. a disclosure of information necessary to comply with any law or the valid order of a
court of competent jurisdiction or the rule, regulation or request of any
governmental or other regulatory authority, provided that the Party disclosing the
information shall notify (to the extent it is able to do so by law) the other Party
promptly of any such order or request (and if practicable prior to making any such
eSIMGO MASTER SERVICES AGREEMENT
disclosure) and shall request confidential treatment of such information by the
third party to which it is disclosed;
15.3.2. a disclosure of information to a Party's auditors or other professional advisers or as
part of that Party's normal reporting or review procedures to its parent company,
members or partners as the case may be provided that the Party disclosing the
information will endeavour to procure (as appropriate) that its auditors,
professional advisers, parent company members and partners will treat such
information as if they were subject to confidentiality obligations substantially the
same as those in clause 14.1; and
15.3.3. a disclosure of information made in order to enforce its rights under this
15.4. The confidentiality obligations in this clause 14 shall survive the termination of this
Agreement for a period of 3 years and shall supersede all previous confidentiality
agreements between the Parties.
16.1. The Parties agree the following:
16.1.1. this agreement may be the subject of a press release and various forms of publicity
and marketing activity by either Party, subject to being approved by both Parties,
such approval not to be unreasonably withheld or delayed;
16.1.2. ESIMGO shall be permitted to list Customer’s name and logo in any ESIMGO
17. PERSONAL DATA
17.1. The Parties shall take all necessary steps to ensure that any Personal Data or
information provided by the other shall be secure and treated as confidential and in
particular a party shall not:
17.1.1. use the Personal Data or information nor reproduce the data or information in
whole or in part in any form except as may be required by this Agreement; or
17.1.2. disclose the Personal Data or information to any third party or persons not
authorised to receive it; or
17.1.3. alter, delete, add to or otherwise interfere with the Personal Data or information
(save where expressly permitted to do so); or
17.1.4. transmit such data and information to a country or territory outside the European
Economic Area (”EEA”) without the other Party's express consent save for where
the product or service being provided is in a jurisdiction outside the EEA. Where
the product or service is being provided outside the EEA, the Parties hereby give
their express consent to the transmission of the minimum personal data to be
transmitted to give effect to this Agreement. The Customer warrants that where
the product or service is being provided outside the EEA it has the express written
permission of the subject for the data to be used in accordance with this clause.
17.2. Nothing in this agreement shall relieve either party of its obligations under the Data
17.3. The customer warrants that it has the relevant authority from the subject of any
Personal Data and hereby authorises ESIMGO to;
17.3.1. transmit relevant personal information pertaining to number portability, subscriber
intelligence, SMS and emergency services location information to the
Interconnection Suppliers for the purposes of these Services;
17.3.2. retain details about the customer (including, but without limitation to) in customer
relationship management and accounting systems in order to discharge its
obligations under this Agreement;
17.3.3. ESIMGO warrants that the Parties to which it transmits data in accordance with
clause 16.1.4 and 16.3 have a written agreement with ESIMGO that is compliant
with the Data Protection Legislation for the sub-processing of the Personal Data in
17.3.4. ESIMGO shall assist the customer to the extent required by law in discharging its
obligations in the Data Protection Legislation in relation to subject access rights,
audits and inspections, security of processing, notification of breaches to the
relevant authorities and the return of personal information upon termination of
18. INTELLECTUAL PROPERTY RIGHTS
18.1. Subject to clause 15.1, each Party agrees that, without the other Party’s written
consent, it will not use the name, service marks, trademarks or any other symbol or
logo used by or belonging to the other Party in connection with their businesses or in
any advertising, publicity releases or sales presentations. Each Party agrees it will not
take any actions that will in any manner compromise the registered trademarks and/or
service marks of the other Party or a member of the same group. The Parties agree that
any violation of this section would cause irreparable harm and that such harm cannot
be adequately compensated in money damages. Accordingly, any such violation or
breach may be enjoined by any court of competent jurisdiction, without waiving or
affecting claims for damages incurred in connection with such violation.
18.2. Each Party agrees that it shall not cause, directly or indirectly, any claim or
encumbrance to attach to any intellectual property owned by the other Party, including,
but not limited to trade secrets, patents, copyrights, and confidential information. Any
act purporting to create such a claim, lien or encumbrance on such items shall be void.
The parties further agree that, except as otherwise explicitly allowed by law, they shall
not directly or indirectly through third parties, copy, reverse engineer, or otherwise
misappropriate any part of the intellectual property owned by the other Party, or
distribute or transfer the intellectual property of the other Party to any person except
as provided herein. The Parties agree that any violation of this section would cause
irreparable harm and that such harm cannot be adequately compensated in money
damages. Accordingly, any such violation or breach may be enjoined by any court of
competent jurisdiction, without waiving or affecting claims for damages incurred in
connection with such violation.
18.3. For clarification, all ESIMGO information, including but not limited to, logos, images,
documents, source code, know how, systems, solutions, information, and data belongs
exclusively to or is licenced through ESIMGO.
19.1. No failure or delay by either Party in exercising any right, power or privilege hereunder
shall impair the same or operate as a waiver thereof nor shall any single or partial
exercise of any right, power or privilege preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein provided
are cumulative and not exclusive of any rights and remedies provided by law or in
19.2. The address for the receipt of notices for ESIMGO is its registered office. The
Customer’s address for the receipt of notices is the address provided by the Customer
on the acceptance of this Agreement.
19.3. Any notice given in connection with this Agreement shall be served in writing by hand,
normal first class post, fax or electronic transmission. Any notice sent by:
19.3.1. hand, fax or electronic transmission shall be deemed to have been received
immediately after despatch or transmission; and
19.3.2. post shall be deemed (in the absence of evidence of earlier receipt) to have been
received 48 hours after date of posting.
19.4. A third party which is not a party to this Agreement has no rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
19.5. Either Party may assign this Agreement (providing it notifies the other party in writing)
to any other company (with equal or superior Credit Rating) within its group of
companies without consent. Assignment to any third party requires the other Party’s
consent, and such consent shall not be unreasonably withheld.
19.6. ESIMGO may vary this Agreement:
19.6.1. immediately upon written notice to the Customer to give effect to any relevant
decision by a regulatory, governmental or judicial body with jurisdiction over either
19.6.2. upon thirty (30) calendar days written notice to the Customer.
20. ENTIRE AGREEMENT
20.1. Save as otherwise agreed by the parties this Agreement, including any Schedules,
exhibits, appendices and annexes attached to it, sets out the entire agreement and
understanding of the Parties and supersedes any and all prior proposals, negotiations,
representations, agreements, arrangements or understandings, both oral and written,
relating to the subject matter hereof.
20.2. Save as otherwise agreed by the parties the parties have not relied on any proposal,
negotiation or representation, whether written or oral, that is not expressly set out.
21. GOVERNING LAW
21.1. This Agreement shall be construed in accordance with, and governed in all respects by
English law and the Parties submit to the exclusive jurisdiction of the English courts in
respect of any legal proceedings which may arise in any way whatsoever out of this
SCHEDULE 1 – SERVICE LEVEL AGREEMENT
1.1. In this Schedule:
“Contact Sheet” means the document completed by the Parties which details the
contact information for individuals or teams responsible for various functions
within their respective Party, for example, but not limited to, first-line support,
billing, accounts payable, second-line support, escalations etc which is updated
by the Parties from time to time.
“Cosmetic” means a fault or issue that has no substantive effect on the
functioning of the Service;
“Elapsed Time” means the time that has elapsed between the Support Request
and the Support Resolution, less any time where ESIM Go was waiting on the
Customer or a third-party, to provide additional information, or, as appropriate, a
consequential fault diagnosis or resolution.
“Non-urgent” means a fault or degradation to part of a Service that does not
render the entire service unusable;
“Support RequestS” means the point in time at which one Party notifies the other of an actual or potential fault in the Services;
“Support Resolution” means the point in time at which, in its sole discretion,
ESIM Go reasonably believes that the issue described in the Support Request has
“Urgent” means a fault that causes material degradation to or a failure of the
entire Service or a core component of a Service such as to have the effect of
rendering the service substantively unusable;
“Working Hour” means one hour of time between 0900 and 1730 (using the
time in London, United Kingdom) on a Working Day.
1.2. Unless defined to the contrary in this Schedule, capitalised terms herein shall
have the same meaning as in the Master Services Agreement.
2.1. The Customer shall use reasonable endeavours to;
2.1.1. notify ESIM Go of any fault with the Services as soon as practicable using
the contact information on the Contact Sheet;
2.1.2. update the Support Request with any relevant information the Customer
receives after it submitted the Support Request;
2.1.3. to ensure that any Urgent Support Request genuinely meets the
definition in this Schedule;
2.1.4. work in good faith with and comply with any reasonable instructions of
ESIM Go to achieve a Support Resolution.
2.1.5. where the Customer has resold the Services, the Customer shall
220.127.116.11. engage in reasonable endeavours to resolve any fault with the
Services independently of ESIM Go;
18.104.22.168. ensure that its own commitments with respect to time to
respond, diagnose or remedy any fault to its customers allow for
the activity in Clause 22.214.171.124 to occur prior to the timescales for
escalation to ESIM Go herein.
126.96.36.199. ESIM Go shall use reasonable endeavours to use the information
on the Contact Sheet when providing notifications pursuant to
Clause 3.4 of the main body of this Agreement.
2.2. The Parties agree to use reasonable endeavours to keep the Contact Sheet up to
date with any changes in personnel or means by which one Party should contact
2.3. ESIM Go shall not be liable for any failure on its part to respond to a Support
Request or generate a Support Resolution within the timescales in this Clause 2
nor for a failure to follow the Contact Sheet in performing its duties under this
2.4. ESIM Go shall use reasonable endeavours to acknowledge a Support Request:
For an Urgent Support Request, within one (1) Working Hour;
For a Non-urgent Support Request, within two (2) Working Hours;
For a Cosmetic Support Request, within four (4) Working Hours;
2.5. ESIM Go shall use reasonable endeavours to generate a Support Resolution;
For an Urgent Support Request, within a four (4) Working Hours;
For a Non-urgent Support Request, within eight (8) Working Hours;
For a Cosmetic Support Request, within four (4) Working Days;
2.6. ESIM Go may vary the timescales in Clause 2.4 and 2.5 on a temporary basis by
written notification (which shall be sent no later than seven (7) calendar days
prior to the temporary timescale coming into effect) to the Customer to cater for
reasonable seasonal reductions (for example, but not limited to, change freezes
at Christmas) in ESIM Go’s general capacity to achieve the timescales in question.
2.7. Where a Support Request is not Urgent, Non-urgent or Cosmetic, for example,
but not limited to, a user training request, or a new feature request, ESIM Go
provides no indication of the timescales to acknowledge or provide a Support