Here is an English version of the general terms, set up so you can use them for Simhuis, M2M Connectivity in one document. You should still have a legal professional review this before publishing, especially for local telecom and B2B specifics.
General Terms and Conditions – Simhuis B.V. (trading under the names M2M Connectivity)
Article 1 – Identity of the company (hereinafter: the “Supplier”)
Company: Simhuis B.V. (trading under the names M2M Connectivity)
Address: Doetinchemseweg 59, 7007 CB Doetinchem, The Netherlands
Website: www.simhuis.nl
Telephone: +31 (0)575 474 731
Simhuis B.V. (trading under the names M2M Connectivity) is a subsidiary of Van Kempen B.V.
These General Terms and Conditions apply to all products and services offered by Simhuis B.V., including those offered under the trade names M2Mdata and M2M Connectivity.
Article 2 – Definitions
Additional Conditions: conditions that apply to the delivery of specific products and/or services and that apply in addition to these General Terms and Conditions.
General Terms and Conditions: these General Terms and Conditions applicable to the services provided by Simhuis B.V. (trading under the name M2M Connectivity).
Service Description: an annex to the Agreement in which the Service is described.
Services: electronic communication, data transmission, ICT or other related services to be provided by or on behalf of the Supplier to Customers.
Supplier: Simhuis B.V. (trading under the name M2M Connectivity).
Customer: the party acting in the course of its business with whom the Supplier has entered into an Agreement for the supply of goods and/or services to which these General Terms and Conditions apply.
Agreement: the arrangements recorded in a form, document or otherwise, under which the Supplier supplies the goods and/or services specified therein to the Customer.
Party/Parties: the Customer or the Supplier individually (“Party”) or jointly (“Parties”).
Facilities: all cables, peripheral, measuring or other equipment, modems, smart cards and any related user documentation and software that are and remain the property of the Supplier, as well as any facilities supplied, rented or loaned by the Supplier, or placed by the Supplier at the Customer’s location under an Agreement.
Public Electronic Communications Service: a service available to the public that consists wholly or partly in the conveyance of signals over an electronic communications network, insofar as this service does not consist of the transmission of broadcast content.
Article 3 – General provisions
- These General Terms and Conditions apply to all offers and Agreements under which the Supplier supplies goods and/or services of any nature to the Customer.
- In the event of a conflict between the provisions of the Agreement, the Service Description, Additional Conditions and these General Terms and Conditions, the following order of precedence applies:
- Agreement
- Service Description
- Additional Conditions
- General Terms and Conditions
- Any purchasing or other general terms and conditions of the Customer and/or third parties are expressly rejected.
- Agreements, as well as amendments thereto, are concluded:
a) on the date on which a quotation or any other document from the Supplier has been signed by both Parties; or
b) on the date of receipt by the Customer of the Supplier’s written confirmation that the Customer’s order has been accepted; or
c) when the Customer actually enables the Supplier to perform work or provide services.
Article 4 – Prices and payment
- All prices and rates are in euros and are exclusive of value added tax (VAT) and any other taxes or levies imposed by authorities. Travel time, travel and accommodation expenses, overtime and special work-related costs are not included in the prices and rates and may be invoiced separately by the Supplier.
- The Supplier is entitled, as of 1 June of each year, to increase prices and rates in accordance with the CBS Consumer Price Index (Netherlands) for the preceding period 1 January – 31 December. If the index is negative, the then applicable prices and rates will not be adjusted downwards.
- In addition to the annual indexation, the Supplier may increase the agreed prices and rates once per year, after notifying the Customer at least four weeks in advance. In such case, the Customer is only entitled to terminate the Agreement free of charge if:
a) the price increase relates to a Public Electronic Communications Service; or
b) the price increase does not relate to a Public Electronic Communications Service and exceeds 5%. - The rates for Goods and Services are payable to the Supplier in accordance with the applicable price list at the time, irrespective of whether the Goods and/or Services are provided by third parties. All rates are in euros and exclusive of VAT and other taxes and levies.
- The Supplier determines data usage based on the standard international SI system and IEC advice: 1 gigabyte (GB) = 1,000 megabytes (MB) = 1,000,000,000 bytes.
- The Supplier is entitled to revoke discounts with immediate effect if actual use does not conform to the Agreement or substantially deviates from the expected normal or contractually agreed use.
- Objections to invoices must be submitted in writing within thirty (30) days of the invoice date. After this period, the Customer is deemed to have accepted the invoice.
- Payment must be made within thirty (30) days of the invoice date, unless otherwise agreed in writing. In case of direct debit, the Supplier will notify the Customer in advance.
- If payment is not made on time, the Customer is in default without further notice and owes statutory commercial interest plus two percentage points, as well as all extrajudicial and judicial collection costs.
- The Supplier may issue interim invoices and/or demand immediate payment in case of partial deliveries or in case of abnormal or unexpectedly high use.
- Prepaid fixed fees are non-refundable. The Supplier does not owe interest on prepayments or deposits.
- If the Customer is in default with two or more instalments for Goods paid in instalments and does not pay after notice of default, all remaining instalments become immediately due and payable.
Article 5 – Confidentiality
- Parties shall keep confidential all information and data received from each other that are marked as confidential or whose confidential nature follows from their nature, unless disclosure is required by law or regulatory authority.
- The duty of confidentiality continues for one (1) year after termination of the Agreement.
Article 6 – Ownership, risk and duty of care
- The risk of loss, theft or damage to Goods passes to the Customer at the time of delivery. Ownership of Goods remains with the Supplier until the Customer has fully paid all amounts due.
- As long as ownership has not passed, the Customer may not sell, pledge, encumber, rent out or otherwise dispose of the Goods.
- The risk related to Facilities passes to the Customer when they are installed at or otherwise made available at the Customer’s location. The Customer shall ensure that the Facilities are placed in a suitable (dry and vibration-free) environment.
- The Customer shall not remove or damage type and serial numbers, logos or other identification marks on the Facilities. The Customer is not permitted to make changes to the Facilities, including software, or to have them installed or moved by third parties without the Supplier’s prior written consent.
- The Customer shall inform the Supplier immediately in the event of (imminent) attachment or any other action that may affect the Supplier’s ownership rights.
- The Supplier is entitled to repossess Goods as long as ownership remains with the Supplier, at the Customer’s expense. The Customer hereby authorises the Supplier to enter the premises where the Goods are located for that purpose.
Article 6.1 – Suspension of Services in case of non-payment
- The Supplier (Simhuis B.V. trading under the names M2Mdata and M2M Connectivity) is entitled to suspend the provision of Services, in whole or in part, if the Customer fails to meet its payment obligations. Suspension may occur without prior notice of default and with immediate effect.
- In case of non-payment, the Supplier may pause the relevant SIM card(s), thereby suspending all data connections and telecommunications services. The SIM cards remain paused until all outstanding amounts, including interest and costs, have been paid in full.
- During the suspension period, the Customer remains liable for all fixed periodic fees and surcharges. Reactivation costs may be charged according to the current price list.
- After full payment, the Supplier will resume the Services within two (2) working hours, where reasonably possible.
- All extrajudicial and judicial collection costs are for the account of the Customer.
- The Supplier is not liable for any damage resulting from the suspension of Services due to non‑payment. It is the Customer’s responsibility to inform its own end‑customers of any possible service interruptions.
Article 7 – Warranty and securities
- The Supplier delivers Goods and Services in accordance with the technical and/or functional specifications agreed in the Agreement. The Supplier does not guarantee uninterrupted delivery of the Services.
- The warranty period for Goods is one (1) year from the date of delivery, unless the manufacturer’s warranty specifies otherwise.
- The warranty covers free repair or replacement (parts) in case of material and/or manufacturing defects. Consumables are excluded.
- Warranty work is only carried out in the Netherlands.
- The warranty lapses if (among other things):
– repairs, modifications or extensions are carried out by parties other than the Supplier without prior written consent;
– Goods are used negligently or improperly;
– type numbers, CE marks, serial numbers or warranty labels are damaged or removed;
– defects arise from incorrect installation, environmental conditions or external causes. - If Goods are supplied under manufacturer’s warranty, only the manufacturer’s warranty terms and period apply.
- Warranty work does not extend or renew the original warranty period, except that the repaired or replaced parts carry a three‑month warranty.
Article 8 – Intellectual property rights
- Subject to the limitations and conditions in the Agreement, the Supplier grants the Customer a non‑exclusive, non‑transferable right to use the software, hardware and other items and Facilities supplied under the Agreement for internal purposes only, and only insofar as necessary for the use of the Services.
- All intellectual and industrial property rights in software, equipment, other items and Facilities (including documentation) made available to the Customer by the Supplier are vested in the Supplier, its licensors and/or relevant third parties. The Customer only acquires rights explicitly granted in the Agreement.
- The Supplier will use reasonable efforts to ensure that the Customer’s use of the software, equipment and other items and Facilities supplied in connection with the Services does not infringe third‑party intellectual property rights.
- The Supplier indemnifies the Customer against third‑party claims alleging infringement of intellectual or industrial property rights due to the use of software, equipment or other items and Facilities supplied by the Supplier, under the conditions that the Customer:
– promptly notifies the Supplier of such claims;
– does not acknowledge any such claim; and
– cooperates with the Supplier in the defence against such claims. - If a court irrevocably determines that the Customer infringes third‑party intellectual property rights due to an act or omission of the Supplier, the Supplier will, at its own discretion:
a) take measures to end the infringement, such as replacing the infringing Service with a functionally equivalent service or modifying the Service so that it no longer infringes, while maintaining functional equivalence; or
b) terminate the Services and refund the Customer any amounts already paid for Services not yet provided. - Prohibition on copying and reproducing hardware
The Customer is expressly prohibited, without prior written consent of Simhuis B.V. (trading under the names M2Mdata and M2M Connectivity or SatData), from copying, reproducing, reverse engineering, disassembling, modifying or distributing any supplied hardware or components, whether in original or modified form, or making them available to third parties. Any breach constitutes a material breach of the Agreement and entitles the Supplier to terminate the Agreement with immediate effect, without prejudice to its right to full compensation of damages.
Article 9 – Delivery terms and default
- All (delivery) terms indicated by the Supplier are indicative and shall never be considered strict deadlines. Exceeding such a term does not in itself place the Supplier in default.
- Default of the Supplier only arises after the Customer has given the Supplier written notice of default, granting a reasonable period for performance, and the Supplier fails to comply within that period.
Article 10 – Duration and termination of the Agreement
- An Agreement concluded for a fixed term will, after the initial term, be converted into an Agreement for an indefinite period, unless the Customer terminates the Agreement in writing with due observance of a notice period of one (1) month before the end of the initial term, or the Supplier terminates the Agreement with a notice period of three (3) months before the end of the initial term, unless mandatory law provides otherwise.
- An Agreement for an indefinite period may be terminated by the Customer without stating reasons, with one (1) month’s written notice, unless a longer notice period (up to three (3) months) has been explicitly agreed at the Customer’s request. The Supplier may terminate an Agreement for an indefinite period on reasonable commercial grounds, with a notice period of three (3) months, unless a minimum term applies.
- If the Customer terminates a Service before the expiry of the (minimum) contract term, the Supplier is entitled to the remaining fees that would have been due if the Agreement had not been terminated early.
- The Supplier may also terminate the provision of a Service, with at least three (3) months’ prior notice, if technical or (business) economic reasons require this. Where possible, the Supplier will offer a replacement service. If the Customer does not accept the replacement service or none is available, the Agreement ends at the date on which the Supplier ceases the Service.
Article 11 – Dissolution of the Agreement
In addition to the statutory grounds for dissolution, the Supplier is entitled to dissolve the Agreement in whole or in part, without judicial intervention and without notice of default, with immediate effect, if the Customer:
a) has applied for or has been granted suspension of payments;
b) has been declared bankrupt or if a petition for bankruptcy has been filed.
Article 12 – Liability of the Supplier; indemnification
- The total liability of the Supplier, on any legal ground whatsoever, is limited to compensation of the following damages and to the following maximum amounts:
– death or personal injury: up to EUR 2,500,000 per event (a series of related events counts as one event);
– property damage: reasonable repair or replacement costs up to EUR 25,000 per event;
– damage suffered by the Customer as a result of unavailability of a Service due to an attributable failure or administrative error by the Supplier: up to EUR 100 per affected end user, with a maximum of EUR 250 per event;
– reasonable costs incurred to prevent or limit damage: up to EUR 25,000 per event.
For the damages mentioned above, an overall aggregate maximum of EUR 25,000 applies for the entire duration of the Agreement. - These limitations do not apply in cases of damage caused by intent or wilful recklessness of the Supplier’s management.
- Liability of the Supplier for any damage not mentioned in this Article, including but not limited to loss of profit, missed savings, loss of data, business interruption, penalties or compensation payable to third parties and loss of goodwill, is excluded.
- As a condition for any right to compensation, the Customer must notify the Supplier in writing of the damage within three (3) months after becoming aware of it.
- The limitations of liability also apply to indemnities. Any contractual penalties and amounts paid or to be paid under indemnities will be deducted from any damages payable for the same event.
- The Customer indemnifies the Supplier and its employees against all third‑party claims, in particular product liability claims, arising from a defect in a product or system supplied by the Customer to a third party that includes equipment, software, websites, databases or other materials supplied by the Supplier, except where the Customer proves that the damage was caused solely by such materials.
Article 13 – Force majeure
- Neither Party is obliged to fulfil any obligation if prevented from doing so by force majeure. Force majeure includes, but is not limited to: strikes, company occupation, blockades, embargo, government measures, war, revolution, power failures, failures in electronic communication lines, cable breakage, fire, explosion, water damage, lightning, natural disasters, flooding, earthquakes, lack of or illness of personnel, and failure of suppliers of the Supplier.
- If the force majeure situation continues for more than ninety (90) days, each Party is entitled to terminate the Agreement by registered letter, unless it is reasonably foreseeable that the force majeure situation will be resolved within a reasonable period. Work already performed will be settled proportionally, without either Party owing any further compensation.
Article 13a – Exclusion of liability for outages and hardware
Simhuis B.V. (trading under the names M2Mdata and M2M Connectivity) strives to ensure optimal availability and performance of SIM cards, hardware and related Services but cannot guarantee that they will function at all times without interruptions, failures or capacity limitations. The Supplier accepts no liability for any direct or indirect damage, consequential damage or loss (including but not limited to loss of revenue or profit, business interruption, data loss or costs of local interventions) arising from, among others:
a) non‑functioning of SIM cards or service outages of any kind;
b) not achieving bandwidth, speed or capacity expected or perceived by the Customer;
c) outages requiring local interventions, such as manual resetting of routers, modems or other on‑site equipment;
d) hardware‑related issues, regardless of whether such hardware is supplied by the Supplier or third parties;
e) configuration or compatibility issues between SIM cards and the Customer’s equipment;
f) interruptions due to network maintenance by network operators or other external parties.
The Customer acknowledges that local interventions may be necessary and that such interventions are at the Customer’s own risk and expense. The Supplier is not obliged to provide on‑site technical support. Only damage directly resulting from intent or wilful recklessness by the Supplier is excluded from this limitation, and then only within the overall liability caps of these General Terms and Conditions.
Article 13b – Local interventions
The Customer acknowledges that, in case of outages, local interventions such as resetting on‑site equipment may be necessary to restore the Service. The Supplier is not obliged to perform such local interventions and accepts no liability for damage resulting from the absence, delay or impossibility of local interventions by the Customer or third parties.
Article 13c – Limitation of liability for local interventions
The Supplier is not liable for damage, costs or consequences arising from the absence, failure or delay of local resets or other on‑site interventions at the Customer’s premises, regardless of whether such interventions are performed by the Customer, third parties or employees of the Supplier.
Article 13d – Limitation of liability for local interventions and consequences
The Supplier is not liable for damage, costs or consequences arising from the absence, failure or delay of local resets or other on‑site interventions at the Customer’s premises, including but not limited to:
a) downtime and business interruption of any duration;
b) loss, damage or corruption of data during or as a result of local interventions;
c) costs of data recovery or system recovery;
d) loss of productivity and business damage during interruptions;
e) costs for external on‑site technical support;
regardless of whether such interventions are carried out by the Customer, third parties or the Supplier’s employees.
Article 14 – Changes and expansion of work, performance and/or deliveries
If, at the Customer’s request or with its consent, the Supplier performs work, or provides services or deliveries that fall outside the scope of what has been agreed, such work, services or deliveries will be reimbursed by the Customer according to the Supplier’s usual rates or, where a fixed price has been agreed, at additional agreed charges. The Supplier is not obliged to comply with such requests and may require a separate written agreement. The Customer accepts that such changes or expansions may affect timelines, responsibilities and rates.
Article 15 – Obligations under the GDPR and Telecommunications Act
- Parties shall cooperate with each other to enable the other Party to comply with its obligations under the General Data Protection Regulation (GDPR) and, for the Supplier, the Dutch Telecommunications Act.
- The Customer shall always inform the Supplier in a timely manner and provide relevant information regarding any processing under the Agreement.
- The Customer shall ensure that the controller within the meaning of the GDPR complies with all GDPR obligations. The Customer indemnifies the Supplier against all third‑party claims under the GDPR.
- The Supplier is entitled to block unwanted communications as referred to in Article 11.7 of the Telecommunications Act, such as spam, malware and viruses.
- If the Customer subscribes to a Public Electronic Communications Service and this service has been completely interrupted for more than twelve (12) consecutive hours due to a network failure, the Customer is entitled to compensation, unless the outage is caused by flooding, a terrorist attack or war. The compensation is at least one thirtieth (1/30) of the monthly fixed fee per 24 hours of outage, or at least EUR 0.50 per 24 hours if there is no fixed fee, with a minimum compensation of EUR 1.00. Further details on the compensation scheme and how to claim it can be found on the Supplier’s website.
Article 16 – SIM
- The Supplier provides the Customer with a SIM (in the form of a physical SIM card or eSIM) and one or more security codes (such as PIN and PUK).
- Costs for unblocking and/or providing a new SIM are payable by the Customer. During any blocking period, the Customer remains liable for all fixed periodic fees and surcharges.
Article 17 – Final provisions
- Dutch law applies to the Agreement.
- Disputes arising from or relating to the Agreement shall be submitted to the competent court in Zutphen, the Netherlands.
- The Supplier is entitled to amend these General Terms and Conditions. The Supplier is also entitled to modify a Service or replace components of a Service, provided that the essential character of the Service remains intact.
- Usage rights granted to the Customer with respect to the Services are strictly personal. The Customer may not sell, transfer or otherwise make such rights available to third parties, unless explicitly agreed otherwise.
- If any provision, or part of a provision, of these General Terms and Conditions is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a provision that approximates the legal and commercial intent of the original provision as closely as possible.
