General Terms & Conditions
Application of General Terms and Conditions
These general terms and conditions as well as the specific regulations (collectively, the “General Terms”) govern the use of ConnectedYou products and services. ConnectedYou Europe ApS, Byværnsvej 5, 2860 Søborg, Denmark with business registration number (CVR) 39235897 (“CY”) will provide the Platform and the Products and Services to you according to the ConnectedYou Service Agreement concluded under the General Terms (such agreement, the “Agreement”).
If You have signed a separate agreement for your reseller account on the CY system then the signed agreement will prevail over any contradicting terms between these general terms and conditions and the signed agreement.
Change of General Terms
CY may change the General Terms from time to time. If CY changes the General Terms, CY will notify the Customer (defined below) of such change by announcing the change on the website of CY or such other method as may be separately specified by CY. CY will send an email to the Customer 30 days prior to any significant changes to the General Terms unless the change solely benefits the Customer. The Customer may terminate the Agreement with 14 days' notice during such 30 days' notice period. If the Customer uses the CY Platform and Products and Services after such notice, the Customer shall be deemed to have consented to such change to the General Terms, CY will apply the service fee and other service provision provided in such changed General Terms.
Definitions and interpretation
In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise.
Affiliate
an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a Party. For purposes of the foregoing, "control" shall mean the ownership of more than fifty percent (50%) of the (i) voting power to elect the directors of the company, or (ii) ownership interest in said entity.
Agreement
this agreement with Schedules.
Clause
a clause in the Agreement.
Day
a calendar day.
Intellectual Property Rights
any intellectual property rights, whether registered or unregistered, including patents, utility models, trademarks, designs, copyrights or rights in databases in all countries as well as any application or renewal concerning the above rights.
Non-Planned Interruption of Service
means any interruption in a Service resulting from a breakdown in the Platform or in the facilities of a Supplier or resulting from a Force Majeure event.
Connectivity Services
means any connectivity service provided by CYs subcontractors or its roaming partners allowing communication using the GSM standard. This includes communication, video, text messaging, USSD or GPRS, whether initiated using a SIM card or not. Connectivity Services shall also include any SIP services provided by CY or its subcontractor under this Service Agreement; For avoidance of doubt, Customer, under this Agreement, intends to purchase Connectivity Services from CY related to Consumer SIMs/ eSIMs for short term travel connectivity only without permanent roaming or permanent local use in a country.
Party
CY or Customer.
Parties
CY and Customer.
Personal Information
means any information that may identify an individual.
Planned Interruption of Service
an interruption of the Service planned by CY for the purpose of performing significant maintenance activities or a Major Service Upgrade.
Platform
the ConnectedYou platform that enables Customer to order, monitor and manage the SIMs/ eSIMs subscriptions and prepaid and postpaid packages and product configurations.
Prices
the prices for the Connectivity Services.
Schedule
a schedule to this Agreement.
Expressions, such as "including" and similar expressions, mean including, but not limited to".
Nouns in the singular include the plural and vice versa. Nouns in the definite form include the indefinite form and vice versa.
The headings of the Agreement are for guidance only and have no separate legal effect on the understanding or interpretation of the provisions of the Agreement.
Method of Application
Applicants for the CY Platform and Products and Services (each such applicant, an “Applicant”, “You”, "Customer") shall apply for the CY Platform and Products and Services via the on-line sign-up or in accordance with the procedure specified by CY after the Applicant agrees to the General Terms (such application, the “Application”).
These General Terms of Use for ConnectedYou govern the use by or on behalf of Customer ("You" and "Your") of the Services and Your access to the Site. At the time when You accept the terms (the "Effective Date"), You enter into a legally binding agreement with CY governed by the terms (the "Terms").
Only non-consumer, legal entities may use the Services. When You accept the Terms, You warrant that You are not a consumer. If You accept or agree to the Terms on behalf of a company or other legal entity, You warrant that You have the authority to bind that company or other legal entity to the Terms and, in such event, “You” and “Your” will refer and apply to that company or other legal entity.
Acceptance of Application
CY may request You to submit information necessary for CY to determine whether You may have failed to make any payment that You are responsible to pay in relation to the CY Platform and Products and Services. In such case, You shall promptly submit such information in writing.
CY will consent to the Application, except if CY determines that:
There is an undue risk that You may breach the General Terms;
Provision of the CY Platform and Products and Services to You carries an undue risk of damage to the confidence or profit of CY or other customers;
Provision of the CY Platform and Products and Services to You carries an undue risk of harm to the intellectual property rights, property rights and other rights of CY or a third party;
You damage the relationship of mutual trust between You and CY, or You or representative thereof is an Anti-Social Force;
CY has terminated the agreement between CY and You;
You provide any false information to CY;
You designate an unavailable credit card as the method of payment; or You do not intend to use the CY Platform and Products and Services appropriately.
Notwithstanding this section, if CY has no capacity in the communication network or the Platform, CY may postpone or refuse the Application.
Purpose and background
Customer is a tour operator or travel agent or destination management company, etc. conducting business in the travel industry and directly seling travel related products and services to end consumers.
CY is a company delivering next generation connectivity solutions.
You wish to purchase Connectivity Services from CY for your own use and for resale purposes as per the terms and conditions of this Agreement.
CY agrees to provide the above as per the terms of this Agreement.
Provision of Platform and Connectivity Services
CY agrees to provide the Connectivity Services as per the Terms of this Agreement.
You may from time to time order a specific Connectivity Service from CY under this Agreement through physical or digital ordering process offered by CY. The acceptance of any order under this Agreement is subject to availability of necessary facilities and equipment at the time You request the Connectivity Services.
CY shall comply with all applicable laws, regulations, orders, and licenses which apply to CY in providing the scope under the Agreement including but not limited to the Platform and Connectivity Services. CY shall indemnify and hold Customer harmless from any breach of this Section.
CY shall maintain, or cause to be maintained, the Platform in sufficient working order in accordance with this Agreement, subject to any Planned Interruption of Service and Force Majeure events. You understand, however, that the provisioning of connectivity is subject to the availability of mobile network facilities of mobile operators over which CY has no control.
CY represents, warrants, and covenants that (i) It is qualified to transact business in all locations where the performance of its obligations hereunder would require such qualification; (ii) It has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement (iii) it has received all licenses, permits and approvals required or needed for undertaking the scope under the Agreement and each license and permit is in full force and effect, and will be received and in full force and effect during the term of the Agreement.
Changes to Connectivity Services
CY may make changes to the Connectivity Services offered by CY at any time. For example, for connectivity the coverage of countries or networks may change in the future, also the prices may change in the future or a certain service from a certain supplier of CY may be terminated completely.
You understand and accept that CY does not have control over Connectivity Services and changes that may happen and You will not hold CY responsible or liable for any losses You may incur due to such changes.
Customer Obligations
You represent and warrant that You shall not use the Platform and Connectivity Services in any manner or for any purpose which constitutes a violation of the laws, regulations, statutes, ordinances, codes, or other legal requirements of any jurisdiction in which the Platform and Connectivity Services are being provided or used and that You shall obtain and maintain any licenses or authorizations necessary for Your use of the Platform and use and sales of Connectivity Services. You shall indemnify and hold CY and CY’s suppliers harmless from any breach of this Section.
You undertake to utilize the Platform and Connectivity Services in such a way as to avoid any reduction in the overall performance of the Platform and Connectivity Services or the causing of any interruption or interference with any other transmissions through or via the Platform and Connectivity Services. CY’s suppliers and CY for Connectivity Services and Platform reserve the right to cancel and/or temporarily suspend Platform and Connectivity Services if Your use of the Platform and Connectivity Services causes any such interruption or interference. CY and CY’s suppliers shall use reasonable efforts to provide You with advance notice of such suspension and in any case shall provide written confirmation of such action within a commercially reasonable time thereafter.
Support requests
Support requested by You either for (i) any modification or addition to the Platform and Connectivity Services which is specific to Your requirements or (ii) use of CY’s technical resources which are outside the scope of resources reasonably required for use in connection with the provision or the use of the Platform and Connectivity Services as requested by You, will be charged at the rate of one hundred US dollars (USD 100.00) per person/ hour, exclusive of accommodation and related travel expenses, as the case may be. CY shall provide You with an estimate of the costs of the service support as well as an estimate of the travel and accommodation expenses in advance for approval by You.
Any support inquiries and/or complaints may be directed to CY's support desk.
CY's support desk is open 24/7, 365 days a year.
CY's support desk may be contacted by whatsapp (only chat, no calls): +4524527923, email: [email protected], or through the support ticket system made available.
CY will answer and resolve support inquiries from You regarding the Platform and Connectivity Services as per the SLA agreed in this Agreement.
Prices and Service charges
CY charges may vary depending on the Connectivity Services and Platform functionalities and levels of managed services used by the Customer.
Details about pricing for the Connectivity Services is provided within the reseller system. You will be charged the price listed as Reseller Price for the products and services.
Payments and Taxes
All prices are in USD. It is mutually agreed between the Parties that all amounts payable by the Customer under this Agreement shall be made without any deduction or counterclaim and, free and clear of any deduction of duty or other charges of whatever nature imposed by any taxing or governmental authority.
Invoice generation and charging
You must register a valid credit card for automatic charging of invoices.
CY may decide to charge your registered credit card for every transaction or in blocks of USD 100, USD 500 or USD 1,000 etc. when those credit thresholds are breached on your account.
Suspension Period
If You fail to resolve the issue and make the payment for the undisputed amount on due invoices within the payment period i.e. within 15 days from invoice generation then CY reserves the right to suspend all SIMs/ eSIMs and services for which the payment is due. SIMs and services will stay in suspension until the end of the month. It is possible to activate the SIMs and services within the suspension period by making all overdue payments.
Termination
If the payments are not received by the end of the suspension period, then CY reserves the right to permanently terminate all SIMs/ eSIMs and services for which the payment is overdue on the last day of the current month before commencement of the new billing period/ month. It is not possible to recover the SIMs or service once terminated.
If You have complaints and/or questions about any fees, payments and/or charges, You may contact CY at [email protected].
CY may withhold and set off an amount equal to any fees, owed by You to CY in any amounts owed by CY to You.
License to use the Platform
The Platform and the Connectivity Services made available by CY therein are protected by copyright, trademarks, and other intellectual property rights. You acknowledge and agree that the Platform and the Connectivity Services made available by CY therein, including all associated intellectual property rights, are the exclusive property of CY or its licensors or CY’s suppliers. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform and the Connectivity Services made available by CY therein. All trademarks, service marks, logos, trade names, and any other proprietary designations of CY or its licensors used on the Platform and the Connectivity Services made available by CY therein are trademarks or registered trademarks of CY or its licensors/ suppliers.
As per the Terms of this Agreement CY grants to You a limited, non-exclusive, non-transferable, revocable license to use the Platform and Connectivity Services.
You must safeguard the password to Your account on the Platform. You agree that You will not disclose Your password to any third party. You will immediately notify CY of any unauthorized use of Your account.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or content herein, except as expressly permitted in this Agreement. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by CY or its licensors/ suppliers, except for the licenses and rights expressly granted in this Agreement.
Modifications
CY reserves the right, at its sole discretion, to modify the Platform at any time and without prior notice. If the modification leads to a material change applicable to You (by decreasing Your rights or increasing Your responsibilities), CY shall provide You with 15 days prior notice to the changes taking effect.
CY shall ensure to provide at least one month's notice of any changes which materially affect Your rights negatively. Notwithstanding the same, CY shall not make any changes which hampers the functionality and features available at the time of signing the Agreement.
Maintenance and Service Restoration
In case of interruptions to CY’s Platform, CY shall use commercially reasonable efforts to maintain, or cause to be maintained, CY’s facilities in sufficient working order to provide the Platform to You.
Notwithstanding the foregoing, You understand that the Connectivity Services to be furnished hereunder are subject to the availability of CY’s supplier(s) facilities.
Any problem experienced by You shall be reported to CY in writing at [email protected]. At regular intervals CY will keep You informed of the status of the fault resolution. Once the fault is corrected, CY will advise You.
Term, Termination, Suspension and Other Measures
The Agreement will be effective from the Effective Date and shall remain in effect for 5 years, called the Initial Term. The Agreement will be deemed as renewed automatically for 5 year periods after the Initial Term unless terminated before the date of expiry by either party as per the terms of this Agreement.
Upon Termination of the Agreement, Your account and access to the Platform and Connectivity Services will be deactivated including termination of all Connectivity Services purchased from CY.
Termination for convenience
Without limiting either Party’s rights specified below or at other places in the Agreement, either Party may terminate the Agreement for convenience at any time by giving 3 months’ notice via email. The service and support will continue during this period subject to timely payments from Customer.
Termination for breach, suspension and other measures.
Parties may immediately, without notice terminate the Agreement if (i) the other Party materially breached the Agreement or You breached CY’s policies, including but not limited to any material breach of warranties outlined in the Agreement, (ii) other Party has provided fraudulent information during registration, or thereafter, (iii) has violated applicable laws, regulations or third party rights related to use or provision of the Platform and/ or Connectivity Services.
CY may limit Your use of or access to the Platform and Connectivity Services, or temporarily or permanently suspend your access to the Platform or the Connectivity Services, if (i) You have breached this Agreement or CY’s policies, including material and non-material breaches, or (ii) CY believes in good faith that such action is reasonably necessary to protect CY or CY’s suppliers, for fraud prevention, risk assessment, security or investigation purposes.
If CY takes any of the measures described in this section, You will not be entitled to any compensation or refunds.
In the case of non-material breaches and where appropriate, party in breach will be given notice of 30 days and an opportunity to resolve the issue.
If You fail to pay due invoices within agreed time frame to CY, it is considered as material breach and CY has the right to suspend/ terminate your access to the Platform and/ or the Connectivity Services for which the payment is pending and/ or terminate this Agreement in entirety with 7 days’ notice to You to correct the fault.
If You or CY terminate the Agreement, CY shall have an obligation to delete data in line with applicable laws governing CY’s business and operations. When the Agreement has been terminated, You are not entitled to a restoration of Your account on the Platform once all data is purged. If Your access to or use of the Platform and/ or Connectivity Services has been limited or Your account on the Platform has been suspended or the Agreement have been terminated by CY, You may not register a new account on the Platform or attempt to access and use the Platform and/ or Connectivity Services through other customer’s accounts without CY’s express, written permission.
If You or CY terminate this Agreement, the sections of the Agreement that reasonably should survive termination of the Agreement will remain in effect.
Limitation of Liability
Connectivity Services liability
CY has no liability to the Customer for Connectivity Services as the Connectivity Services are offered on as is basis and dependent on availability of services from mobile network operators.
The maximum aggregate liability of the Customer shall not exceed the value of unpaid amounts under the Agreement.
In no event shall either Party be liable to the other Party for consequential, special, incidental, indirect or punitive damages sustained by the other Party or any third parties howsoever arising under or relating to this Agreement or any order and whether under contract, tort or otherwise (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF REPUTATION OR GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES).
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED EXCLUSIVE OF ANY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WARRANTY OF UNINTERRUPTED SERVICES, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
Force Majeure
No failure or omission by either Party to carry out or observe any of the terms and conditions of this Agreement, except for payment obligations, shall give rise to any claim against such Party or be deemed a breach of this Agreement if such failure or omission arises from wildfires, earthquakes, tsunamis or other natural phenomena, an act of God, wars, insurrections, riots, terrorism, an act or failure to act of any governmental authority, or any other cause beyond the reasonable control of that Party. The Party affected by the event of force majeure shall give the other Party written notice thereof within ten (10) days after such an event occurs.
Confidentiality
Each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto provided such Information contains a conspicuous marking identifying it as “Confidential” or similar marking or which is inherently of a confidential or proprietary nature in the case of oral information, such Information is characterized as “Confidential” in writing sent by the disclosing Party to the other Party within fifteen (15) days of disclosure thereof. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own confidential and proprietary information. The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify the disclosing Party of this required disclosure.
The provision by CY of the Platform and the Connectivity Services in no way grants to the Customer any title or ownership in intellectual property which may be included or embodied therein, it being understood that such intellectual property shall always remain the exclusive property of CY and/or CY’s supplier(s).
Without the prior written consent of the other Party hereto, neither Party shall (i) refer to itself as an authorized representative of the other Party hereto in promotional, advertising, or other materials, (ii) use the other Party’s logos, trademarks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party or this Agreement.
CY is hereby expressly authorized to identify Customer as its customer by name and logo for the Platform and/ or Connectivity Services for the limited purpose of the periodic issuance of marketing and/or publicity announcements.
Contents of data, SMS, voice communications
CY does not monitor the communication traffic or its content and has no technical capability to do so and will have no liability or responsibility for the content of any communications transmitted via Connectivity Services using data, SMS, voice or other channels as supported by Connectivity Services, and You will indemnify, defend and hold CY harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content or for claims by third parties relating to Your use of the Platform and Connectivity Services.
Data Protection
Subject to applicable laws of Denmark, You acknowledge and agree that CY has developed the Platform accordingly and may use, process and/or transfer Personal Information (including intra-group transfers and transfers between countries): (i) in connection with the provision of the Platform, Supplier Connectivity and Connectivity Services; (ii) to the extent required under the Agreement, incorporate Personal Information into databases controlled by CY for the purpose of account administration, billing and reconciliation, operational maintenance and support activities, fraud detection and prevention and (iii) to communicate to You by voice, letter, fax or email regarding offerings of CY.
CY shall ensure that it has all security measures in place and shall use, process, maintain and/or transfer all data in accordance with the applicable laws and regulations of Denmark.
Non-solicitation
You must not during this Agreement or after the date of termination of Agreement, either on Your own account or in conjunction with or on behalf of any other person, solicit or entice away or endeavour to solicit or to entice away (or assist any other person whether by means of the supply of names or expressing views on suitability or otherwise howsoever to solicit or entice away) from CY, any individual who is connected in any way either employed or otherwise, with CY, whether or not any such person would commit a breach of contract by reason of leaving service with CY.
Indemnification
Either Party agree to release, defend, indemnify, and hold the other Party and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of gross negligence of the Party in breach.
Assignment
You may not assign or transfer any rights and/or obligations under the Agreement, except by operation of law or in case of mergers, acquisitions or otherwise, without CY's prior written consent. Any attempt by You to assign or transfer the Agreement, without such consent, will be null and of no effect. CY may assign or transfer its rights and obligations under this Agreement in cases where shareholding changes happen by way of mergers and acquisitions and to any subsidiary company of CY without Your written consent.
Notices
Any notices or other communications required from CY hereunder, including those regarding modifications to the terms of this Agreement, will be in writing to the registered Administrators in your reseller account on CY's reseller system.
Any notices or other communications required from Customer hereunder, including those regarding modifications to the terms of this Agreement, will be in writing and given by the Customer via email to the email address that provided by CY i.e. [email protected].
Enforecement
The failure of Parties to enforce any right or provision of the Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Parties. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
Where any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from the Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under the Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of the Agreement.
Governing Laws and Disputes
The Agreement is governed by and will be interpreted in accordance with Danish law.
The Agreement does not govern the use of Supplier Connectivity as those are purchased by Customer directly from Supplier(s) under a separate agreement.
Any dispute arising out of this Agreement, including any dispute concerning the existence or validity of the Agreement, that cannot be settled amicably, will be decided through arbitration in Copenhagen, Denmark by the Danish institute of Arbitration. The arbitration proceedings will take place in Copenhagen, Denmark, and the language of the proceedings will be English. Each party will appoint 1 arbitrator. The Danish Institute of Arbitration will appoint 1 additional arbitrator who will be chairman of the arbitration tribunal. If either party fails to appoint an arbitrator no later than 30 days after submitting an application for arbitration or receiving notice of arbitration, the Danish Institute of Arbitration will also appoint that arbitrator.
Neither party is entitled to disclose confidential information about the arbitration proceedings to others, including information about any decision or award made by the Arbitrator, unless the other party has consented to any such disclosure of information in writing. Either party is entitled, however, to disclose information about the arbitration proceedings to others if such disclosure is made to protect the party's interests against the other party in the best possible manner, to comply with current legislation or public authority decisions or is required by stock exchange listing agreements.
Schedule: Service Level Agreement
Connectivity Services are provided on as is basis without any SLA.
Platform Service Level Agreement: this Service Level Agreement (this “SLA”) is a policy governing the use of the ConnectedYou Platform.
Platform Service Commitment
CY will use commercially reasonable efforts to make the Platform available for the customer with a Monthly Uptime Percentage of at least 99.9%, during any monthly billing cycle (the “Service Commitment”).
Platform Incident classification
Severity 1 - Critical: The Platform is down, inoperable, inaccessible or unavailable.
Severity 2 - Major: A component or functionality of the Platform does not work and has a significant business impact.
Severity 3 - Minor: The problem affects non-essential functions, has minimal impact to business operations, the problem is localized or has isolated impact.
Severity 4 - Service request: Service requests that are more informational and do not have any impact on the system/service.
Restoration time
Below are the details on restoration times for Platform.
Severity 1
12 hours
Severity 2
24 hours
Severity 3
72 hours
Severity 4
72 business hours (excluding weekends and holidays)
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