General Terms & Conditions
These General Terms and Conditions govern the supply of the Solutions to be provided by Tramigo (we, us and our) to the Company and its End Users (collectively and individually you and your as the case may be) and form part of the Agreement entered into between the parties. Access and use of the Solutions supplied by us is subject to these General Terms and Conditions.
1.1 The Agreement comprises of the following documents (collectively the “Terms of the Agreement”)
1.1.1 Any Agreement or addendum signed by a duly authorised representative of Tramigo;
1.1.2 Tramigo’s General Terms and Conditions; and
1.1.3 Any other document attached to or explicitly referred to in the Agreement or the General Terms and Conditions.
1.2 Connection to the Tramigo Services is subject to Tramigo carrying out and being satisfied with your credit status.
2.1. Tramigo will provide Devices (“Devices”) and/or data connectivity services with user interface (“Service(s)”) enabled by Tramigo Fleet or IoT SIM Card or eSIM enabled Devices (“SIM”) for use by the Company and/or the Company’s employees or authorised representatives or customers (“End Users”) under this Agreement. Devices and Services may jointly be referred to as Solutions. We shall take all reasonable steps to make the Services available to you at all times, contingent upon our and/or our service provider’s ability to maintain necessary licenses or permissions, or our and/or our service provider’s network capacity and connection availability. Please note that the network operator in the country of use will be responsible for network coverage, quality and availability.
2.2. We do not warrant or guarantee a fault free Service and give no warranties or guarantees as to network coverage, quality or availability. In the event of a fault, upon becoming aware of the fault or upon receipt of notice of the existence of such a fault by you, we shall use reasonable efforts to promptly correct the fault.
2.3. We reserve the right to choose our network operators and technology partners as we deem appropriate and to provide access to the Services in any manner we deem in the best interest of our business requirements.
2.4. You acknowledge that the Services are not a suitable way of contacting Emergency Services and if used where there is no wireless signal or wireless service, it is highly probable the communication will not go through. The End User must not rely solely on the SIM in an emergency situation. In an emergency, the End User must locate the nearest landline phone and call for help.
2.5. Tramigo is providing the Services to Company under this Agreement subject to its ability to provide those Services using certain wholesale agreements and subject to the laws of the respective countries in which the Services will be provided. If the parties with whom Tramigo is contracted to enable the provision of the Services cease to provide services to Tramigo or are prohibited by law from providing services to Tramigo, Tramigo shall be unable to continue to provide the Services to Company. Tramigo shall endeavour to provide as much written notice as reasonably possible to Company in that circumstance but shall bear no liability to Company if that circumstance arises.
2.6. From time to time we may be required to upgrade, modify or maintain the Services. On such occasions the Services may be temporarily unavailable, however, we will endeavour to keep such disruption to a minimum and notify you in advance when reasonably practicable.
2.7. We reserve the right to suspend the Services, or the Services to any End User(s), as appropriate, without giving you notice where:
a) we have reason to believe you or an End User is in breach of the Agreement including but not limited to where we suspect fraudulent use, excessive usage or breach of any of our policies;
b) there are any outstanding bills or Service charges which have not been paid when they are due for payment and Tramigo has provided reasonable written notice for remedying the non payment of the outstanding bills;
c) we are notified that the SIM card licensed to you and an End User by us is lost or stolen;
d) we are obliged to comply with an order, instruction or request of any government, regulatory, or emergency services organisation, our contractual obligations with our Suppliers or other competent administrative authority;
e) in order to prevent damage or degradation of our or our contracting party’s network integrity which may be caused by you or anyone using your access;
f) there is an emergency or for security reasons,
g) we may at our discretion bar or disconnect an End User’s SIM if we have noticed any form of fraudulent use including relating to a SIM or Device whilst using the Service.
2.8. We may monitor the Services and disclose information gained from such monitoring in order to satisfy any law, regulation or other governmental request, to operate and administer the Services, or to protect us or our other customers.
2.9. The purchased Tramigo Connectivity Data Plan (“Plan”) includes a limited amount of Data sufficient for the intended or agreed usage. If the monthly usage exceeds the Plan by more than 5%, we have the right to:
a) suggest a change of Plan and invoice you the difference in price for the upgrade;
b) invoice you for the excess amount used
c) suspend your SIM
3. Your obligations
3.2. You are solely responsible for any and all content, information and communications transmitted to or by an End User using the Services and you agree that we have no responsibility for the deletion, corruption or failure to store any content received on or transmitted using the Services.
3.3. The Company shall ensure that all End Users shall not misuse the Service or Device including but not limited to (a) re-selling or re-billing the Service; (b) using the Service or Device to engage in unlawful activity, or conduct that adversely affects our Customers, employees, business, Suppliers, or any other person(s) or that interferes with our operations, network, reputation, or ability to provide a quality service or otherwise;
(c) tampering with or modifying the Device, re-selling Devices, tampering with, reprogramming or altering the Devices for the purpose of re-selling the Device.
4. Charges and Payment
4.1. Your account is prepaid, and you will be required to credit your account prior to the receiving the Services and charges will be deducted from your credit balance or invoiced in advance. You are required to maintain a positive balance on your account in order to continue receiving the Services.
4.2. Charges are calculated on the basis of the total number of Services and/or SIMs that have been active at any point during the billing period prior to the invoice. A SIM ceases to be active only when it is terminated.
4.3. In the event that any sums are overdue, Tramigo reserves the right to charge interest from the date of invoice on overdue sums at a rate of 5 percent over the prevailing standard variable rate of US dollar LIBOR rates, or to suspend the provision of the Services.
4.4. You are not entitled by reason of any set-off, counter-claim, abatement, or other similar deduction to withhold payment of any amount due to Tramigo under the Agreement. Any such deduction or withholding of any invoiced amount may result in suspension of the Services.
4.5. The rates and charges of the Services shall be exclusive of VAT and any other applicable taxes, unless indicated otherwise. All collection, remittance and payment of any taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the Services shall be for your account and the appropriate amount shall be included on your invoice.
4.6. Tramigo reserves the right to invoice up to six months after any traffic event due to delayed roaming or other charges being levied by third party operators.
4.7. Billing queries with respect to any invoice must be made in writing within (1) month of the date of the applicable invoice after which time the invoice will be deemed to be accepted and you waive any remedies which you would otherwise have to query such invoices. Such written query shall set out in detail the issue in dispute, the grounds for the dispute and supporting evidence.
4.8. If you challenge the accuracy of any invoice, or a dispute arises between you and us as to the accuracy of a sum due under the Agreement then, at the written election of either party, the procedures set out in clause 4.9 to 4.15 (inclusive) shall be used to resolve such dispute.
4.9. If the amount in dispute represents less than five percent (5%) of the total amount of the invoice (excluding VAT), the invoiced amount shall be payable in full pending the resolution of the dispute. If the amount in dispute represents five percent (5%) or more, the disputed amount may be withheld pending resolution of the dispute and any undisputed balance shall remain payable in full.
4.10. On receipt of any written query in accordance with clause 4.7, we shall provide you with:
a) a definitive recalculation of the relevant sum due from you under the Agreement. You shall have ten (10) Business Days to review such sum and calculation and to state whether you agree with such calculation or if you do not so agree, to state the matters which you do not accept as being an accurate calculation of the sum due to or from you. If you fail to respond to our notification of the recalculation within ten (10) Business Days then our recalculation shall be deemed final and binding on you; and
b) reasonable access to information and relevant extracts of records or other of our working papers to review the recalculation.
4.11. If you accept such recalculation, where any over-payment or under-payment is disclosed we shall promptly refund (by means of issuing a credit note applied against the next invoice), or amend and reissue the invoice, or you will pay (as appropriate) the amount of such over-payment or under-payment.
4.12. If you notify us that you do not accept such recalculation and provide as much detail as is reasonably practicable of the matters you do not accept as being correct, the parties shall meet and attempt to resolve any dispute or difference relating to the amount due. If they are unable to resolve the matters in dispute within the period of ten (10) Business Days following the date of your notification to us, the matters in dispute shall be referred for settlement to a firm of independent chartered accountants agreed by the parties or in default of agreement within five (5) Business Days at the request of either party to a firm of internationally recognised chartered accountants selected by us. The certificate of such independent firm as to the amount payable shall be final and binding and the costs of such exercise shall be borne as such firm shall determine.
4.13. The paying party shall pay such sum as is determined in accordance with clauses 4.8 to 4.11 inclusive to the receiving party within five (5) Business Days of the date of exhaustion of the relevant procedure in each case.
4.14. For the purposes of this clause 4, Business Days shall mean Monday to Friday excluding any official public holidays in the country where your invoices are submitted.
4.15. . For suspended SIMs due to a breach in payments as per clause 4.3, Tramigo is entitled to charge a reactivation fee of 10 USD per SIM or equivalent in local currency.
5. SIM card
5.1. The SIM card and all technology, intellectual property and documentation relating to it and the Service shall remain our property. We grant you a revocable, conditional, non-exclusive, non-assignable, non-sub-licensable license for you and your End Users to use the SIM card and the Services for the duration of this Agreement.
5.2. You must inform us as soon as practicable if any SIM card provided to you under the Agreement is lost or stolen. If any SIM card is lost or stolen please call our Customer Services immediately or e-mail us at firstname.lastname@example.org. The cost of replacing a lost or stolen SIM card is subject to the payment of a reasonable administration charge.
6. Term & Termination of the Service
6.1. We reserve the right to terminate the Agreement with immediate effect and cease supplying the Services in the event that you materially breach any of the Terms of the Agreement.
6.2. You may terminate the Agreement with us in the following circumstances and without any liability to us:
a) if we vary the Terms of the Agreement (having provided 30 days’ advance notice of such change) after which you may terminate the Services by giving written notice within the 30 day period;
b) immediately, if we are no longer able to provide the Services; and
c) in all other cases by providing 30 days’ written notice.
6.3. If you terminate the Agreement or SIM’s or Services and the minimum contract period in respect of any SIMs or Services has not expired, an early termination charge shall be payable equal to the balance of the minimum contract period (in months to two decimal places) multiplied by the aggregate monthly recurring charge associated with the SIM or Services.
6.4. On receipt of notice of termination of your Agreement by Tramigo, you will be invoiced for any outstanding charges, following which your account will be deactivated.
6.5. You acknowledge that if notice of termination is submitted to a Tramigo reseller there may be a delay in Tramigo receiving this notice.
6.6. You are responsible for all charges incurred between submitting notice of termination and de-activation of your account.
7.1. This clause 7 sets out the entire financial liability of either party (including any liability for the acts or omissions of a party’s employees, agents, consultants and subcontractors) in respect of:
a) the provision of the Services;
b) any breach of the Agreement;
c) any use made by your End Users of the Services; or
d) any representation, statement, or tortious act or omission (including negligence) arising under or in connection with the Agreement.
7.2. All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from the Agreement.
7.3. Nothing in the Agreement shall limit or exclude a party’s liability to the other party:
a) for death or personal injury caused by negligence;
b) for fraudulent misrepresentation;
c) for any other liability that may not be limited or excluded;
d) under clause 7.9(a); or
e) in the case of your liability, to pay all fees or charges incurred in using the Services and when due to us under the Agreement.
7.4. Subject to clause 7.3, in no event shall a party be liable to the other party whether in contract, tort (including for negligence or breach of statutory duty) or otherwise, arising out of or in connection with the performance or contemplated performance of the Agreement, for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses or for any loss or corruption of data or information or any special or pure economic loss, costs, damages, charges or expenses.
7.5. Subject to clauses 7.3 and 7.4, each party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty) or otherwise, arising in connection with the performance or contemplated performance of the Agreement, including the provision of the SIM cards and Device(s) (if applicable), shall be strictly limited to the charges paid by you during the first year of the Agreement.
7.6. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations or provision of the Services where such delay or performance failure is due to (i) any of your acts or omissions; (ii) where you have provided incorrect data or information; (iii) network failure, network outage, network congestion, power failures; or (iv) that is caused by events outside our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party) Acts of God, war, terrorist activity, malicious damage, compliance with any law or governmental order or default of suppliers or subcontractors.
7.7. You agree that any liability arising under the Agreement relating to the Services shall be solely against us and that you will not have, nor attempt to initiate, any right of recourse against any third party supplier of ours.
7.8. Your liability:
a) In the event of loss or theft of any SIM card it is your responsibility to inform us pursuant to clause 5.2 so that we can prevent any further use of the Services by an unauthorised person. We are not responsible for any service charges incurred due to a lost or stolen SIM card, all such service fees and other applicable charges incurred prior to your notification for a lost or stolen SIM card shall be for your sole account; and
b) In the event that any such Device is lost, stolen or damaged, your liability to us under this clause 7.9(b) shall not limit your liability to us under clause 7.9(a).
8. Warranty for Devices
8.1 The warranty for Tramigo hardware guarantees the equipment to be free from defects in workmanship and material. The warranty period depends on the model and is indicated in the technical or commercial documents.
8.2 This limited warranty does not cover finishes and external parts such as buttons and other attachments, consumable parts and cleaning. In no event shall we be liable for breach of any of our obligations to you of the equipment for any incidental or consequential damages, including but not limited to the loss of profit and revenues, anticipated or otherwise, loss of equipment, damage to the equipment, any loss relating to facilities or service of capital, cost of substitute equipment, loss due to downtime cost or claims to the purchaser or users of the equipment for such damages caused by any defective equipment whether such defective equipment are warranted against or not.
8.3 Limited warranty covers batteries only if battery capacity fails below 80% of rated or if battery leaks. Limited warranty becomes void if:
a) The battery has been charged by a battery charger not specified or approved by Tramigo.
b) The battery shows evidence of tampering.
c) The battery has been used in equipment other than the Tramigo device for which it was specified.
8.4 Our Warranty Policy is valid only in respect of Tramigo Devices purchased directly from Tramigo or through authorized dealers with supporting documents (such as proof of purchase). Otherwise the warranty is considered invalid.
9. Changes to the Terms of the Agreement and the Services
9.1 We reserve the right to change the Terms of the Agreement from time to time and make changes to the Services or any promotion or charges relating to the Services at any time. We shall give you reasonable notice of at least 30 days in the event of any such changes. During this time you may indicate that you do not wish to accept the amended Terms and terminate this Agreement in accordance with clause 6.
10. Governing Law and Legal Compliance
10.1. The Agreement shall be governed by Finnish law and shall be subject to the jurisdiction of the Courts of Helsinki.
10.2. Despite the governing law provided above, you may be subject to various rules, regulations and laws which may also apply to you in the country in which you use the Services, in particular where you choose your home country to be a country other than Finland.
11.3. We will always use and process your personal data in compliance with all applicable data protection laws as in force from time to time.
12.1. All licenses not expressly granted in the Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppel, or otherwise. The Agreement does not grant you any rights to use any trademarks, logos or service marks belonging to us whatsoever unless separately agreed.
12.2. You may not transfer or assign any or all of your rights or obligations under the Terms of the Agreement without our prior consent.
12.3. All notices given by you to us must be in writing and sent by email to the Tramigo Legal Department at email@example.com or such other email address as otherwise notified to you by us.
12.4. Failure to enforce any of our rights under the Terms of the Agreement does not result in a waiver of that right.
12.5. We reserve the right to assign rights and duties contained in the Terms of the Agreement to any Tramigo group company.
12.6. If any provision of the Terms of the Agreement is found to be unenforceable, all other conditions shall remain unaffected.