General Terms and Conditions – Simhuis BV (trading under the names M2Mdata, M2M Connectivity and IoT Discount)

Article 1 – Identity of the undertaking, hereinafter referred to as the entrepreneur Undertaking: Simhuis BV (trading under the names M2Mdata, M2M Connectivity and IoT Discount) Address: Doetinchemseweg 53, 7021 BR Zelhem Website: www.simhuis.nl Telephone: 0575‑474731 Simhuis BV (trading under the names M2Mdata, M2M Connectivity and IoT Discount) is an operating company of Van Kempen BV

These General Terms and Conditions apply to all products and services offered by Simhuis BV, including the products and services offered under the trade names M2Mdata, M2M Connectivity, and IoT Discount.

Article 2 – Definitions Additional Conditions: conditions that apply to the delivery of specific products and/or services and that apply in addition to the General Terms and Conditions. General Terms and Conditions: the general terms and conditions of delivery that apply to the services provided by Simhuis BV (trading under the names M2Mdata, M2M Connectivity, and IoT Discount). Service Description: appendix to the agreement in which the service is described. Services: electronic communication, data transfer, ICT, or other related services to be provided by or on behalf of the Supplier to Clients. Supplier: Simhuis BV (trading under the names M2Mdata, M2M Connectivity, and IoT Discount). Client: the person acting in the exercise of a profession or business with whom the Supplier has entered into an agreement for the delivery of goods and/or services to which these General Terms and Conditions apply. Agreement: the agreements recorded in a form, document, or in another manner, pursuant to which the Supplier delivers the goods and/or services mentioned therein to the Client. Party(ies): the Client or Supplier individually (“Party”) or jointly (“Parties”). Facilities: all cables, peripheral, measuring or other equipment, modems, smartcards and any associated user documentation and software that are and remain the property of Supplier, as well as all facilities supplied, leased or loaned by Supplier to the Client, or installed by Supplier at the Client’s location in the context of an Agreement. Public Electronic Communication Service: a service available to the public consisting wholly or partly of the transmission of signals via an electronic communication network, insofar as this service does not consist of the distribution of programs.

Article 3 – General provisions

1. These terms and conditions apply to all offers and agreements pursuant to which the Supplier supplies goods and/or services of any nature whatsoever to the Client.
2. In the event of a conflict between provisions in the Agreement, Service Description, Additional Conditions, and these General Terms and Conditions, the following order of precedence applies:
3. Agreement
4. Service description
5. Additional Conditions
6. General Terms and Conditions
7. The applicability of any purchasing or other general terms and conditions of the Client and/or third parties is expressly rejected.
8. Agreements, as well as amendments thereto, shall come into effect: a) on the date on which a quotation or other document from the Supplier is signed by both Parties; or b) on the date on which the Client receives written confirmation from the Supplier that its request has been accepted; or c) at the moment the Client actually enables the Supplier to commence the execution of work or the provision of services.

Article 4 – Price and payment

1. All prices and rates are in euros and exclude value added tax (VAT) and other government levies. Travel time, travel and accommodation expenses, overtime, and special work-related costs are not included in the prices and rates and may be charged separately by the Supplier.
2. The Supplier is entitled to increase prices and rates as of June 1 of each year in accordance with the CBS Consumer Price Index (period January 1 – December 31 of the preceding year). If the index is negative, prices and rates will not be reduced.
3. In addition to the annual indexation, the Supplier may increase the agreed prices and rates once a year, provided that the Client is notified thereof in writing at least four weeks in advance. In that case, the Client shall only have the right to terminate the agreement free of charge if: a) the price increase relates to a public electronic communication service; or b) the price increase does not relate to a public electronic communication service and exceeds 5%.
4. The rates for goods and services are payable in accordance with the Supplier's rate schedule applicable at that time, regardless of whether the goods and/or services are supplied by third parties. All rates are in euros and exclusive of VAT and other levies.
5. The supplier calculates data usage in accordance with the standard international SI system: 1 gigabyte (GB) = 1,000 megabytes (MB) = 1,000,000,000 bytes.
6. The Supplier is entitled to cancel granted discounts with immediate effect if the actual use is not in accordance with the Agreement or deviates substantially from the use on which the rates are based.
7. Objections to amounts charged must be made known to the Supplier in writing within thirty (30) days after the invoice date. After the expiration of this period, the Client will be deemed to have agreed to the invoiced amount.
8. Payment must be made within thirty (30) days of the invoice date, unless otherwise agreed in writing. In the event of direct debit, the Supplier will inform the Client in advance.
9. In the event of exceeding the payment term, the Client shall be in default by operation of law and shall owe statutory commercial interest increased by two percentage points, as well as all extrajudicial and judicial collection costs.
10. The Supplier is entitled to send interim invoices and/or to demand immediate payment in the event of partial deliveries or deviating use.
11. Prepaid fixed fees are non-refundable. No interest is payable on advances or payments.
12. If the Client defaults on two or more installment payments and fails to pay even after notice of default, all remaining installments shall become immediately due and payable.

Article 5 – Confidentiality

1. The parties are obliged to maintain the confidentiality of all information and data received from each other that have been designated as confidential or whose confidential nature arises from the nature of the information, unless there is a legal obligation to disclose.
2. The duty of confidentiality shall remain in effect until one (1) year after termination of the Agreement.

Article 6 – Ownership, risk and duty of care

1. The risk of destruction, loss, theft, or damage to goods passes to the Client at the moment of delivery. Ownership of the goods remains with the Supplier until the Client has paid all amounts due in full.
2. As long as ownership has not been transferred, the Client shall not alienate, encumber, rent out, lend, or otherwise make the goods available to third parties.
3. The risk regarding Facilities passes to the Client as soon as they have been placed at the Client's location or otherwise made available. The Client shall provide a suitable (dry and vibration-free) location.
4. The Client shall not remove or damage type and serial numbers, logos, or other markings on the Facilities. Modifications or relocation of Facilities by the Client or third parties are only permitted after prior written consent from the Supplier.
5. The Client shall notify the Supplier without delay of (imminent) seizure of assets or Facilities or of any other infringement of the Supplier's property rights.
6. The Supplier has the right to repossess delivered goods as long as title remains with the Supplier; the associated costs shall be borne by the Client. The Client authorizes the Supplier to enter the premises where the goods are located.

Article 6.1 – Suspension of services in case of non-payment

1. The Supplier is entitled to suspend the services in whole or in part if the Client fails to meet its payment obligations. Suspension may take place without prior notice of default and with immediate effect.
2. In the event of non-payment, the Supplier may pause the relevant SIM card(s), thereby interrupting all data connections and telecommunication services. The SIM cards will remain paused until all outstanding amounts, including interest and charges, have been paid in full.
3. During the suspension, the Client remains obligated to pay all fixed periodic costs and surcharges. Any costs for reactivation will be charged in accordance with the applicable rate schedule.
4. After full payment, the Supplier will resume the service as soon as possible, in principle within two (2) working hours.
5. All extrajudicial and judicial collection costs shall be borne by the Client.
6. The Supplier is not liable for damages resulting from suspension due to non-payment. The Client is solely responsible for informing any end customers in a timely manner about possible service interruptions.

Article 7 – Warranty and guarantees

1. The Supplier delivers goods and services in accordance with the technical and/or functional specifications agreed in the Agreement. The Supplier provides no guarantee of uninterrupted delivery of services.
2. The warranty period for goods is one (1) year from the date of delivery, unless the manufacturer applies a different term.
3. The warranty covers free repair or replacement of parts in the event of material and/or manufacturing defects. Consumables are not covered by the warranty.
4. Warranty work is carried out exclusively in the Netherlands.
5. The warranty shall be void, among other things, if: – third parties have carried out repairs or modifications without the Supplier's written permission; – goods have been used or maintained improperly; – type numbers, CE markings, serial numbers, or warranty stickers have been removed or damaged; – defects are the result of incorrect installation, (un)suitable environmental conditions, or external causes.
6. If goods are supplied under a manufacturer's warranty, only the warranty conditions and terms of the manufacturer apply.
7. The original warranty period is not extended by the performance of warranty work; a warranty of three (3) months applies to replaced parts.

Article 8 – Intellectual property rights

1. The Supplier grants the Client a non-exclusive, non-transferable right to use the software, hardware, other items, and Facilities delivered under the Agreement exclusively for internal purposes, to the extent necessary to make use of the services.
2. All intellectual and industrial property rights in software, equipment, other items, Facilities and documentation are vested in the Supplier, its licensors and/or the relevant third parties. The Client acquires only those rights expressly granted in the Agreement.
3. The Supplier shall endeavor to prevent the Client's use of the software, equipment, items, and Facilities made available by the Supplier from infringing upon the rights of third parties.
4. Supplier indemnifies Client against claims from third parties for alleged infringement of intellectual or industrial property rights by the software, equipment, goods, or Facilities supplied by Supplier, provided that Client: – informs Supplier in writing without delay of such claims; – does not acknowledge liability or enter into a settlement without the written consent of Supplier; and – provides all reasonable cooperation to the defense.
5. If it is irrevocably established in court that an infringement has occurred as a result of acts or omissions by the Supplier, the Supplier shall, at its own discretion: a) take measures to terminate the infringement, for example by replacing or modifying the service so that no further infringement occurs, while retaining the agreed functionality; or b) terminate the relevant service and refund to the Client any prepaid fees for services not yet delivered.
6. Prohibition on copying and reproduction of hardware The Client is expressly prohibited, without prior written permission from Simhuis BV (trading under the names M2Mdata, M2M Connectivity, and IoT Discount) or SatData, from copying, reproducing, reverse engineering, disassembling, distributing, or otherwise duplicating the delivered hardware or parts thereof, whether or not in modified form, or making them available to third parties. Violation thereof constitutes a serious breach and entitles the Supplier to terminate the Agreement with immediate effect, without prejudice to the right to full compensation.

Article 9 – (Delivery) terms and default

1. All (delivery) periods stated by the Supplier are indicative and shall never be considered binding deadlines.
2. Default by the Supplier shall only occur after the Client has given the Supplier written notice of default, has set a reasonable period for performance, and the Supplier has failed to perform within that period.

Article 10 – Duration of the agreement and termination

1. A fixed-term Agreement will be converted into an indefinite-term Agreement after the expiry of the initial contract term, unless the Client terminates the Agreement in writing no later than one (1) month before the end of the initial contract term, or the Supplier terminates the Agreement with a notice period of three (3) months, to the extent that mandatory regulations do not provide otherwise.
2. An Agreement for an indefinite period may be terminated by the Client in writing without giving reasons, with a notice period of one (1) month, unless a longer notice period (maximum three (3) months) has been agreed upon at the request of the Client. The Supplier may terminate an Agreement for an indefinite period on reasonable grounds with a notice period of three (3) months.
3. If the Client terminates a service before the expiration of the (minimum) contract duration, the Supplier is entitled to charge the remaining fees that would have been due if the Agreement had not been terminated prematurely.
4. The Supplier is entitled to terminate the provision of services, with a notice period of at least three (3) months, if technical or (business) economic reasons make this necessary. If possible, the Supplier will offer a replacement service. If the Client does not wish to purchase this replacement service, or if no replacement service is available, the Agreement will terminate on the date on which the Supplier ceases the provision of services.

Article 11 – Termination of the Agreement In addition to the statutory grounds, the Supplier is entitled to terminate the Agreement, in whole or in part, without judicial intervention and with immediate effect if the Client: a) applies for or is granted a suspension of payments; b) is declared bankrupt or a bankruptcy petition has been filed.

Article 12 – Supplier’s Liability; Indemnification

1. The total liability of the Supplier, on whatever grounds, is limited to compensation for the following damages and to the maximum amounts stated therein: – death and injury: a maximum of € 2,500,000 per event (a series of related events counts as one event); – property damage: reasonable costs of repair or replacement, a maximum of € 25,000 per event; – damage resulting from the unavailability of a service due to an attributable failure or administrative error by the Supplier: a maximum of € 100 per injured party and € 250 per event; – reasonable costs to prevent or limit damage: a maximum of € 25,000 per event. For the damage items mentioned under bt/md, a combined absolute maximum of € 25,000 applies during the term of the Agreement.
2. These limitations do not apply if the damage is the result of intent or willful recklessness on the part of the management of the Supplier.
3. Liability for other damages, including but not limited to loss of profit, lost savings, loss of data, business interruption, fines or compensation to third parties, and diminished goodwill, is excluded.
4. A condition for the existence of any right to compensation is that the Client reports the damage to the Supplier in writing within three (3) months after discovery.
5. The limitations of liability contained in this article apply accordingly to indemnities and contractual penalties. Any penalties due and amounts paid under indemnities shall be deducted from any compensation for damages in respect of the same event.
6. The Client indemnifies the Supplier and its employees against claims from third parties, in particular product liability, relating to products or systems supplied by the Client to third parties and which consist (in part) of components supplied by the Supplier, unless the Client demonstrates that the damage was caused exclusively by these components.

Article 13 – Force Majeure

1. Neither Party shall be obliged to perform any obligation if prevented from doing so by force majeure. Force majeure shall in any event be understood to mean: strikes, occupation of premises, blockades, embargoes, government measures, war, revolution, power outages, failures in electronic communication lines, cable breakage, fire, explosion, water damage, lightning strikes, natural disasters, flooding, earthquakes, shortage or illness of personnel, failure of suppliers, and other circumstances beyond the Supplier's control.
2. If the force majeure situation continues for more than ninety (90) days, the Parties are entitled to terminate the Agreement by registered letter. Services already rendered will be settled proportionally, without either Party being obliged to pay any further compensation to the other.

Article 13a – Exclusion of liability for malfunctions and hardware Simhuis BV (trading under the names M2Mdata, M2M Connectivity, and IoT Discount) strives for optimal availability and operation of SIM cards, hardware, and services, but cannot guarantee that these function at all times without interruptions, malfunctions, or capacity limitations. The Supplier accepts no liability for direct or indirect damage, consequential damage, or loss (including but not limited to loss of revenue or profit, business interruption, data loss, or costs for local interventions) arising from, among other things: a) the failure or improper functioning of SIM cards or services; b) failure to achieve expected bandwidth, speed, or capacity; c) malfunctions requiring local interventions, such as the manual resetting of routers, modems, or other equipment on-site; d) hardware-related problems, regardless of whether the hardware was supplied by the Supplier or by third parties; e) configuration or compatibility problems between SIM cards and equipment used by the Client; f) interruptions resulting from network maintenance by network operators or other external parties. The Client acknowledges that local interventions may be necessary and that such actions are performed at the Client's own expense and risk. Only damage that is the direct result of intent or willful recklessness on the part of the Supplier falls outside this exclusion, subject to the liability limits included in these terms and conditions.

Article 13b – Local Interventions The Client acknowledges that in the event of malfunctions, local interventions, such as resetting equipment on-site, may be necessary to restore service. The Supplier is not obliged to perform such local actions and accepts no liability for damages arising from the failure, delay, or impossibility of local interventions by the Client or third parties.

Article 13c – Limitation of liability for local interventions Supplier is not liable for damage, costs, or consequences arising from the absence, failure, or delay of local resets or other interventions at the Client's location, regardless of whether these interventions are performed by the Client, third parties, or employees of the Supplier.

Article 13d – Limitation of liability for local interventions and consequences Supplier shall not be liable for damage, costs, or consequences arising from the absence, failure, or delay of local resets or other on-site interventions at the Client, including but not limited to: a) downtime and business interruptions of any duration; b) loss, damage, or corruption of data during or as a result of local interventions; c) costs for data or system recovery; d) loss of productivity and business damage during interruptions; e) costs for external on-site technical support; regardless of who performs the interventions.

Article 14 – Modification and extension of activities, services and/or deliveries

1. If, at the request or with the consent of the Client, the Supplier performs work or provides services that fall outside the originally agreed content and scope, these shall be remunerated according to the Supplier's customary rates, or – if a fixed price has been agreed – as additional work.
2. The Supplier is not obliged to comply with such a request and may require the parties to enter into a separate written agreement for this purpose.
3. The Client accepts that changes or additions may affect the agreed or expected deadlines, responsibilities, and rates.

Article 15 – Obligations under the General Data Protection Regulation and the Telecommunications Act

1. The Parties cooperate to enable each other to comply with the obligations under the General Data Protection Regulation (GDPR) and, insofar as the Supplier is concerned, the Telecommunications Act.
2. The Client shall inform the Supplier in a timely manner and provide relevant information regarding processing operations under the Agreement.
3. The Client shall ensure that the controller within the meaning of the GDPR complies with all obligations under the GDPR and shall indemnify the Supplier against claims from third parties based on the GDPR.
4. The Supplier is entitled to block unwanted communication as referred to in Article 11.7 of the Telecommunications Act (such as spam, malware, and viruses).
5. If the Client purchases a public electronic communication service and this is completely interrupted for more than twelve (12) consecutive hours as a result of a network failure, the Client is entitled to compensation, unless the failure is the result of a flood, a terrorist attack or war. The compensation amounts to at least one thirtieth of the monthly fixed fee per 24 hours, or at least € 0.50 per 24 hours if no fixed fee applies, with a minimum of € 1.00. Further information regarding the compensation scheme and the method of submission is available on the Supplier's website.

Article 16 – YES

1. The Supplier makes a SIM (in the form of a SIM card or eSIM) and one or more security codes (such as PIN and PUK codes) available to the Client.
2. Costs for unblocking and/or providing a new SIM card shall be borne by the Client. During a blockage, the Client remains obliged to pay all fixed periodic costs and surcharges.

Article 17 – Final provisions

1. The Agreement is governed by Dutch law.
2. Disputes between the Parties arising out of or related to the Agreement shall be submitted to the competent court in Zutphen.
3. The Supplier is entitled to amend these General Terms and Conditions and to modify services or replace parts thereof, provided that the essential nature of the service is preserved.
4. User rights to services granted to the Client are strictly personal. The Client may not resell or otherwise make these rights available to third parties, unless expressly agreed otherwise.
5. If any provision of these General Terms and Conditions is or becomes wholly or partially invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect. The provision in question shall be replaced by a provision that approximates as closely as possible the legal and commercial intent of the original provision.