February 2024

General Terms and Conditions (“GTC”)
PURPOSE
These GTC set forth the general terms andconditions that apply to the provision of theService.
The GTC are part of a framework agreement(“Agreement”) which include (or may include) the
following, in descending order of priority:
The provisions of a supplemental agreement, if
applicable;
The provisions of a MSA, if applicable;
The provisions contained in an Order Form;
The provisions contained in these GTC; andThe provisions contained in the appendicesattached to the Agreement.
The Agreement is signed between the entity
providing the Services (“Provider”) and the entity
receiving the Services (“Client”), as detailed in the
MSA (if applicable) and/or Order Form.
The Client may use the Services for its own
internal needs or to provide the Services to
Subscribers under its own terms and conditions(incorporating this GTC) or appoint a third party
to provide the Services to the Subscribers.
The Provider Infrastructure is operated byTransatel (a NTT Ltd. affiliate and a French société
par actions simplifiée with a share capital of EUR
1,250,717.99, registered with the Trade andCompanies Registry of Nanterre in France under
number 432 786 432). Transatel is a registeredprovider of the Services, from a regulatory
standpoint, through either Transatel or a thirdparty (including other NTT affiliates) local
registration.
Any services which are not expressly referred toin the Agreement shall not form part of theAgreement.
Nothing in the Agreement shall restrict or prevent
Provider from supplying services of the same orsimilar kind as the Services to any third party.
TERM
The Agreement will come into effect on the
Effective Date and is entered into for the initialperiod as stated in the Order Form, or (if notstated in the Order Form) for five (5) years, from

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the Commercial Launch (hereinafter, the “Initial
Period”), save for early termination by either of
the Parties as expressly set out in the Agreement.
The Agreement shall be renewed automatically atthe end of the Initial Period for an indefinite
period (hereinafter, the "Renewal Period") savefor early termination by either of the Parties as
expressly set out in the Agreement.
Each of the Parties shall be free to terminate theAgreement by providing the other Party withadvance notice in writing as stated in the Order
Form, and (if not stated in the Order Form) withadvance notice in writing of one (1) year, not to
expire before the end of the Initial Period.
PROVIDER OBLIGATIONS
Setup
Provider will setup the Services in accordancewith the Agreement.
The Parties may agree in writing on a deliveryplan.
In any case, Acceptance is implied upon
Commercial Launch by Client
Commercial Launch
The Commercial Launch means the date at
which the Services are used, or the Offer is firstsold (when applicable).
The Commercial Launch shall be freely
determined by Client in agreement with
Provider.
The Commercial Launch shall be deemed tohappen three (3) months from delivery of theServices (in the absence of major defects as
defined).
Client Data. In connection with the systems
managed or controlled by Provider to provide theServices, Provider will maintain appropriatetechnical and organizational measures to protect
the Client Data transferred to or stored on such
systems against accidental, unauthorized or
unlawful access, acquisition, processing,disclosure, alteration, loss or destruction.
Quality of Service
In case service credits apply under a Support
appendix, they are not cumulative with any of1

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the remedies provided under articles “liability”
and “indemnities”.
CLIENT OBLIGATIONSClient represents having examined andunderstood how to adapt and comply with theaccess conditions to the Provider Infrastructure
and the Underlying Mobile Networks as identified
in appendix to the Agreement.
Client shall use all reasonable endeavors toprevent Subscribers or any other persons fromdoing anything likely to impair, interfere with ordamage or cause harm or distress to theUnderlying Mobile Networks, the Provider
Infrastructure and/or the Services.
Provider may require Client to supply on aquarterly basis (at the beginning of each quarterand prior to the 10th day of the relevant quarter)
non-binding forecasts of traffic and SIM Card
activations, covering the following eighteen (18)months for Provider review and approval, not to
be unreasonably withheld or delayed. Provider
shall deliver the Services to meet the agreed
forecasts. The format in which these forecasts areto be provided will be agreed between theParties. The Parties will define the traffic above
the forecast which will be defined as “Excess
Traffic” and, Provider shall, if explicitly requestedby the MNO, have no obligation to provide theServices under the Agreement in relation to thisExcess Traffic. However, Provider will use
reasonable endeavors to ensure that this Excess
Traffic is carried by the MNO.
Client shall adapt its technical infrastructure oroperational procedures as required by any
reasonable technical amendments to the Services
implemented by Provider in order to improve theServices, provided always that: (i) Client is given
reasonable prior notice in writing of any suchtechnical amendments, and (ii) in the case of any
such technical amendment that would or may
require Client to incur any material costs, suchtechnical amendment is discussed in good faithby the Parties.
If requested by MNO(s), in order to negotiate
particular access condition to the Underlying
Mobile Network, Client undertakes to provide toProvider, as soon as possible following noticebeing given, a short use case(s) presentation of its
Offer, to share it with relevant MNO(s), including
usage transparency conditions.

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PERSONAL DATA
Were Client to rely on Provider to process
Personal Data of Subscriber, then Provider shallagree on contractual provisions with Client toprotect such Personal Data which are designatedby Client.
FINANCIAL CONDITIONS
VAT. All sums payable under the Agreement inrespect of the Services are exclusive of any VAT orother taxes or duties levied on such sums andClient undertakes to pay Provider any such VAT orother tax or duty properly chargeable to Client by
Provider as set out in a valid tax invoice. If Clientis or was required by Applicable Law to makededuction or withholding from any payment due
hereunder to Provider, then, notwithstanding
anything to the contrary contained herein, Client
shall be entitled to deduct such taxes frompayment and pay such withholding or similar tax
to the appropriate government authority, and if
required by Provider, send to Provider areasonably available evidence of such payment.
Unless agreed otherwise by the Parties, Setup
payment terms are:Fifty per cent (50%) of the initial or additional
setup fees for the Services shall be invoiced by
Provider to the Client as of the Effective Date or
the date at which the Order Form is received,and project work will commence on the receiptof this payment by the Client to Provider.
The remaining fifty per cent (50%) shall be
invoiced by Provider to the Client on
Acceptance.
SIM Cards ordered by Client to Provider (ifapplicable). SIM Cards are paid to Client by
Provider in full, including taxes, prior to printing
or delivery.
Invoicing. Client undertakes to pay Provider’sinvoice at the latest within one (1) month of thedate of its receipt. Provider reserves the right tobill the Services up to twelve (12) months after its
occurrence.
Dispute. Billing queries with respect to any
invoice must be made in writing by the Client toProvider within three (3) months of receipt of theapplicable invoice after which time the invoice
will be deemed to be accepted and Client waives
any remedies which, but for this Article, it would
otherwise have the right to query such invoice.
Such written query shall set out in detail the issue
in dispute, the grounds for the dispute andsupporting evidence. Provider shall provide a2

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response to Client within thirty (30) calendar daysof receipt of Client's dispute notice. The fact that
Client is disputing an invoice does not relieve itfrom its obligation to pay the undisputed
amounts. In the event of a payment dispute, theParties shall use their reasonable endeavours tosettle the dispute in accordance with this Article,
without compromising any other contractual
obligations. If the Parties resolve such dispute,the relevant payment shall be made within two(2) weeks from the date of such resolution.
Late payment.
In the event that payment under the
Agreement in respect of any undisputed invoice
is not received by Provider in cleared funds onor before the payment due date, Client shall pay
to Provider, in accordance with Applicable
Laws, interests that is equivalent to interest
rate applied by the European Central Bank to its
most recent refinancing transaction, plus ten
per cent (10%) and an indemnity of forty (40)Euros. Additionally, Provider reserves the rightto be paid by offset between the amounts
payable by Client and the amounts that may bepayable by Provider to Client. Early payment of
the invoices will not, unless otherwise agreed in
the appendices, lead to any discount. In theevent of late payment of any undisputed
invoice, Provider shall be entitled to declare all
the outstanding invoices due.
Airtime for month M is invoiced by Provider to
Client at the beginning of month M+1. Payment
delay is one month, so invoice is due in month
M+2. If Client fails to pay invoice, Provider will
send reminder by email. If necessary, Provider
shall also notify Client via an official notice inwriting via recorded delivery. After the official
notice to pay has been received by Client, if
payment in cleared funds has not been received
in respect of undisputed amounts five (5)Business days after the date of receipt of theofficial notice, Provider reserves the right tosuspend the Service. Such suspension of Service
will be preceded by additional communicationfrom Provider, which could include messages
via e-mail, fax and/or via telephone calls. It isagreed that the payment of the undisputed
amounts owed by Client prior to thetermination of the Agreement by Provider
pursuant to this Article shall immediately leadto the discontinuation of any suspension of theService or right of termination pursuant to this
Article. Provider reserves the right to enforce
this Article even though the Client has provided
a Payment Guarantee to Provider.

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The payment method and guarantee are detailed
in the Order Form. If not, the following applies.
Client pays Provider via wire transfer, andProvider will ensure that a third-party credit
insurer (such as EULER HERMES) guarantees
Client and payment under the Agreement, witha level of guarantee satisfactory to Provider. In
case there is no such third party credit
insurance, or it is depreciated or voided,
Provider may require (on its own initiative) fromthe Client, for the same period of validity as theAgreement plus three (3) months (all taxes
included) (i) a security deposit with the higherof 6,000 € and an amount equal to two (2)months of the provider invoice under the
Agreement, or (ii) a first demand bankguarantee with the higher of 9,000 € and an
amount equal to three (3) months of theProvider invoice under the Agreement. Client
will send the payment guarantee (security
deposit of bank guarantee) within two (2)weeks of receipt of the request from Provider.
If Client fails to do so or if this payment
guarantee is not reasonably satisfactory to
Provider or no longer covers the Client andpayment under the Agreement, Provider
reserves the right to suspend immediately all orpart of the Services.
SUSPENSION OF THE SERVICES
Provider shall be entitled to suspend the Services,in whole or in part, so long as:
The Client or a Subscriber is in material breachof the Agreement which has not been remedied
within the timeframes as detailed in theAgreement, after receiving notice of suchbreach;Provider is instructed to do so by thegovernment or any other competentregulatory, administrative, regulatory or judicial
authority;
Provider reasonably considers there is a Fraudor any other analogous or similar activity;
Subscriber Equipment does not meet any
relevant MNO requirements, or industry
standards for certification with the Services, or
may have a material adverse impact on theProvider Infrastructure or the Underlying
Mobile Network;
Any suspension in accordance with this Article
will only be to the extent necessary (both in termsof time and scope and number of Subscribers
impacted) to address the circumstances giving

3February 2024

rise to the right of suspension. Prior to any
suspension of the Services in accordance with this
Article, Provider will use reasonable endeavors to
notify Client in writing.
Provider may suspend or interrupt the operationof the Provider Infrastructure and/or theprovision of the Services, without incurring any
liability or obligation to Client and/or the
Subscribers, provided:
The purpose of such suspension or interruption
is to improve, update or maintain the Provider
Infrastructure and/or the Services, without
having a material and adverse effect on theoverall quality of the Services;
Provider will give Client as much notice of any
planned outage or any other alteration having amaterial impact on all or part of the Provider
Infrastructure and/or the Services, as isreasonably practicable in such circumstances.
TERMINATION
Any termination of the Agreement by one of theParties must strictly comply with the terms of theAgreement, and no termination may take place
unless expressly permitted by the Agreement.
Termination of the Agreement for fault. In theevent that either Party commits a material breachof the Agreement, and, if the breach is capable ofremedy, fails to remedy it during the period ofone (1) month starting on the date of receipt ofnotice from the non-defaulting Party specifying
the material breach and requiring it to be
remedied, the Agreement may be terminatedand the terminating Party shall require paymentof any amounts due under the Agreement at thedate of termination (without prejudice to its
other rights and remedies) with immediate effectby providing written notice of termination to thedefaulting Party.
Consequences of termination. Without prejudice
to any other rights and remedies, when a Party
terminates the Agreement for fault, or finds theother Party's termination of the Agreement is notcompliant with the provisions set out in theAgreement, then the Party may, on the date of
notification of the termination of the Agreement,
issue an invoice to the other Party for thepayment of the charges that would otherwise
have been received in accordance with theconditions detailed in the Agreement until theongoing term of the Agreement.
Client exit plan. At any time after the Commercial
Launch and during the term of the Agreement,
Client can request a meeting for the Parties to

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discuss and agree an exit plan, which describes
the conditions under which Provider will provide
additional services necessary to accomplish thetransition of the provision of the Services from
Provider to another provider, and which ensure aminimal disruption to the existing Subscribers as
possible. The Parties will act in good faith to agree
an exit plan within three (3) months after the
meeting, provided all the relevant information isavailable.
WARRANTIESCorporate. Each Party warrants that, at the
Effective Date and throughout the term of theAgreement, it has the power and authority toenter into the Agreement and fully perform its
obligations under it.
SIM Cards. Where Client purchases SIM Cards
from Provider, Provider remains the owner of the
IPR in relation with the SIM cards and will passthrough to Client any warranties given by the SIM
Cards manufacturer in connection with thedelivered SIM Cards, to the extent permitted by
the terms and conditions of such warranties. In
any case, for any defaulting SIM Cards, Provider
will deliver free new SIM Cards to Client directly.
Services
Provider warrants that the Services will be
performed and completed by suitably
experienced individuals in a proper,
workmanlike and professional manner, in
accordance with the applicable service
specifications set out in appendix, Order Formor similar document attached, and inaccordance with the Good Industry Practice.
Set up Services. Provider warrants that theServices, as stated in the Order Form, will meetthe specifications set out therein for a period ofthirty (30) days from completion or delivery,
provided that, to the fullest extent permitted bylaw, Client’s exclusive remedy and Provider’ssole liability for any breach of this specificwarranty will be, at Provider’s option to:re-perform/re-supply the relevant Services;or
refund of any pro-rated charges paid.
Applicable Law. The Parties warrant to comply
with any legal and regulatory provisions underthe Applicable Law, whenever they apply to theParties regarding the performance of theAgreement.
All other warranties and/or representations,
whether express or implied, including about4February 2024

satisfactory quality, fitness for purpose and/or
reasonable skill, care and diligence whether
arising from the Applicable Law, implication orinference, must be excluded from the Agreement
to the fullest extent permitted by the Applicable
Law.
LIABILITY
Cap. In no event shall the aggregate liability ofeither Parties for all causes of action under the
Agreement, whether arising from breach ofcontract, negligence or any other delict, in equity,
under an indemnity, warranty or otherwise,
exceed the lesser of (i) one hundred per cent
(100%) of the charges paid or payable by Client
for the Services during the Applicable Agreement
Year or (ii) 500,000 € (unless another fixedamount is specified in the Order Form).
Damage. To the fullest extent permitted by
Applicable Laws (and subject to any specificexceptions set out in the Agreement), neither
party will, in connection with any claim arisingunder or in relation to the Agreement, be liable(in contract, tort (delict) or otherwise) for any
indirect, incidental, consequential, special,punitive, or exemplary damages; or for any loss ofuse, business interruption loss, loss or corruptionof data, loss of anticipated or actual profits,
revenue, income, or savings, or loss of goodwill,
reputation, bargain, or business opportunities,
each of which the parties agree are not direct
damages in terms of the Agreement.
Carve-outs (both Parties). Nothing in theAgreement shall limit or exclude either Party’s
liability in respect of damages for any of thefollowing:
Breach of confidentiality, provided that:
It is clearly understood only direct damage
pertaining to a breach of confidentiality are
subjected to uncapped liability from both
Parties; andIt is clearly understood Personal Data areexpressly excluded in such a way that a breachof Personal Data obligations does not give
Client the right to claim for uncapped
damages through a breach of confidentiality
claim; andIt is clearly understood the unauthorized use,
disclosure, loss or corruption of Client Data asstated under Article “Client Data” isspecifically excluded in such a way that a
Breach of Client Data obligations does notgive Client the right to claim for uncapped
damages through a breach of confidentiality

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claim, even if such Client Data is ultimately
included in the definition of Confidential
Information.
Death or personal injury caused by either Party,
or its employees, agents or subcontractors; forany direct and indirect damage, which are
subjected to an unlimited cap;
Fraud or Fraudulent Misrepresentation fromeither Party, for any direct and indirect damage,which are subjected to an unlimited cap,
provided that it is clearly understood Client isliable for the Charges in respect of Airtime
resulting from the Fraud of the Subscribers.
Third Party IPR Infringement; as stated in Article“Indemnification” hereafter.
Breach of Data Protection obligations fromeither Party, for direct and indirect damage
which are subjected to a liability limited to200% of the charges paid or payable during theApplicable Agreement Year.
Any other matter for which an exclusion orlimitation of liability would be void or
unenforceable according to the Applicable Law.
Carve-outs (Client). Nothing in the Agreement
shall limit or exclude Client’s liability in respect ofmaterial damages caused by Subscriber
Equipment (beyond the control of Provider) on
the Provider Infrastructure or the Services, which
lower the quality of service of other Provider
clients.
INDEMNIFICATIONIntellectual Property Rights. Each of the Parties
hereby agrees to defend, settle a claim andindemnify the other Party against the provendirect damage and expenses finally awarded by acourt or agreed to in a settlement arising directly
out of Third Party’s claims, suits, actions orproceedings against the other Party alleging
infringement of IPR. In order to properly ringfence its liability with respect to an IPR
infringement indemnity, each Party must ensurethat its obligations do not apply to acts oromissions outside of its control. As a result, shallnot be indemnified:
The misuse by one of the Parties of the otherParty’s Intellectual Property Rights, logo and/or
brand; andAny infringement arising from the combinationof Provider Services with other products not
supplied or specifically approved by Provider;and5February 2024

Any infringement arising from an act oromission of the Client or its directors,
employees, agents or end-users, including the
failure to use a non-current release of any
Provider Services as provided or instructed by
Provider; andThe modification of Provider Services by any
party other than Provider (unless approved
expressly by Provider); andThe possession or use of Provider Services (orany part thereof) by the Client other than inaccordance with terms of its license or
instructions.
Applicable Tax, Anti-bribery or Modern Slavery
Laws
Each of the Parties hereby agrees to defend,
settle a claim and indemnify the other Party
against the proven direct damage and expenses
finally awarded by a court or agreed to in asettlement by the Parties arising directly out of
statutory and/or regulatory fines, assessments
or penalties incurred by one Party as a result of
the other Party’s breach (or alleged breach) of
the applicable tax, anti-bribery or modern
slavery laws.
If a breach (or alleged breach) of the applicabletax, anti-bribery or modern slavery laws can be
attributed to the contributory fault of theParties, each Party’s indemnification obligation
will be limited up to its contribution into thedamage.
Data Protection Obligations
Each of the Parties hereby agrees to defend,
settle a claim and indemnify the other Party
against the proven direct damage and expenses
finally awarded by a court or agreed to by theParties in a settlement, only from Third Party’s
claims, suits, actions or proceedings arising
directly out of one Party’s breach (or alleged
breach) of its data protection obligations.
If a breach of the applicable data protection
laws can be attributed to the contributory faultof the Parties, each Party’s indemnification
obligation will be limited up to its contribution
into the damage.
General provisions
Time period of indemnification. In any case, thebenefits of the indemnities in the Agreement
are limited to the duration of the Agreement
unless it can be proven that the cause of action
arose due to a Party’s conduct during the termof the Agreement and the other Party couldn’t

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have possibly known of such cause of action
during the term.
Limitation of liability. To the fullest extent
permitted by law and in any case, each Party’s
sole obligation and entire liability in respect of
the covered claims (as set out above) must be
limited to the indemnity, as abovementioned in
Article “Cap”.
Procedural requirements. In any case, allindemnification obligations agreed by one Party
must be subject to the other Party:
making every reasonable effort to mitigate its
losses;providing a prompt notice of the claim;
giving sole control of the defense andsettlement negotiations to the other Party;
andcooperating with the other Party, at the otherParty’s expense, in defending or settling theclaim.
Mitigation rights. To the extent feasible given
the nature of the claim, each Party shall try toretain any necessary and appropriate rights tomitigate its exposure under a covered claim.
COMMUNICATIONThe Parties may communicate jointly or
separately, under different forms (press release,social media post, logo on websites, etc.) toannounce their collaboration, in any relevant
language provided that any communication shallbe submitted for review and approval to theother Party before release. The other Party shall
respond to such request within two (2) weeks.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise agreed in writing by the Parties,
no Intellectual Property Right forming part of orotherwise associated with the provision of theServices, together with any modifications or
enhancements, is assigned to the Client, underthe Agreement.
No Intellectual Property Right of the Client is
assigned to Provider, under the Agreement.
SIM Cards delivered are the sole and exclusive
property of Transatel. Client holds a license to use
the SIM Cards for the term of the Agreement.
MISCELLANEOUS
Change control process. Unless specificprovisions of the Agreement apply to a materialchange of the Services, the following change

6February 2024

control process (“Change Control Process”)
applies to any material change in the Services.
The Parties shall undertake to review any materialchange of the Services requested by the otherParty in good faith and within a reasonable
timeframe. The Parties will discuss the results ofany review, and any material changes to theServices shall be agreed in writing between theParties as a result of commercial negotiation andunder a supplemental agreement.
Transfer of the Agreement. A Party may not
assign, transfer or otherwise dispose of any or all
its rights and/or obligations under the Agreement
to any third party without the other Party’s priorconsent, such consent not to be unreasonably
withheld. Either party shall have the right totransfer or assign the Agreement in whole (butnot in part) to an Affiliate, upon prior written
notice to the other Party, provided such company
in not a direct competitor of the other Party andagree to be bound by the Agreement.
Change of control. Each of the Parties shall informthe other Party by recorded-mail letter in theevent of a Change Control Process, as soon as
possible and in any case prior to its occurrence. If
a Party is controlled by a direct competitor of theother Party, or if that change of control could be
prejudicial for reasonable reasons, such otherParty shall have the option of terminating theAgreement for fault.
Confidentiality
Each Party (the “Receiving Party”) shall keep
confidential and shall not disclose to any person
any Confidential Information of the other Party(the “Disclosing Party”) except insofar as theConfidential Information:
Is required by a person employed or engaged
by the Receiving Party in connection with theproper performance of the Agreement,
provided such person is aware of theobligation of confidentiality and undertakes
to comply with it;
Is required to be disclosed under Applicable
Law by the Receiving Party, provided that theReceiving Party shall notify the Disclosing
Party of the information to be disclosed andthe circumstances in which the disclosure isalleged to be required as early as reasonably
possible before such disclosure must be madeand shall take all reasonable action to avoid
and limit such disclosure.
Each Party shall use the Confidential
Information disclosed to it by or on behalf of theConfidential - All Rights Reserved

other Party solely in connection with theperformance of the Agreement and nototherwise for its own benefit or the benefit of
any third party.
Each Party shall use the same standard of carein dealing with the Confidential Information of
the other Party as if it were its own Confidential
Information.
Confidential Information does not include
information which:
Is or becomes generally available to the public
by any other means than as a direct or indirect
result of disclosure by the Receiving Party or aperson employed or engaged by the Receiving
Party contrary to their respective obligationsof confidentiality;
Is or was made available or becomes available
to the Receiving Party by any other means
than under the Agreement and free of any
restrictions as to its use or disclosure.
Is referring to Parties’ Personal Data.
The Article “Confidentiality” shall survive
termination of the Agreement for a period of
three (3) years from the date of its termination.
On termination of the Agreement and uponrequest from the other Party, each Party shall:
Return to Disclosing Party any and all
Confidential Information (including all copiesof the same) of the Disclosing in its
possession, custody or control; or
Destroy permanently or erase in such amanner that it cannot be reconstructed all
documents, Confidential Information andother materials of the Disclosing Party in its
possession, provided that both Parties shallbe entitled to keep one (1) copy of theAgreement in an archival store as a record of
their obligations under the Agreement.
No joint venture. Nothing in the Agreement isintended to or shall operate to create apartnership or joint venture of any kind between
the Parties, or to authorise either Party to act asagent for the other, and neither Party shall haveauthority to act in the name or on behalf of orelse to bind the other in any way or to hold itself
out in its advertising or else in any manner which
would indicate or imply any such relationshipwith the other.
Non-Solicitation. If Client is based in the European
Union, United Kingdom, or Switzerland, eachParty shall refrain from soliciting, taking part in7

February 2024

career management or enrolling, including
through a third-party, any collaborators or
members of the staff of the other Party who havecontributed to the Agreement’s implementation,
throughout the term of the Agreement and forthree (3) years following its termination
regardless of any causes there might be. This
prohibition shall not apply to any spontaneous
application made by a collaborator of one Party
to any public offers of employment provided by
the other Party, pursuant to this Article. If a
breach of this prohibition were to happen, thedefaulting Party shall be immediately required to
pay the other Party, an amount equal to twelve(12) months of the last gross monthly salary of
the solicited collaborator, plus all the costs ofrecruiting a replacement.
Expenses. Each Party shall bear its own costs, feesand other expenses incurred in the preparationand execution of the Agreement and, for the
avoidance of doubt, Client acknowledges that itshall bear all costs and liabilities associated with
its provisions of the Services to the Subscribers.
Provider shall have no liability to Client for any
sales or marketing costs incurred by Client.
Force Majeure. Notwithstanding anything to thecontrary contained herein, the Parties shall not
be liable for any delays of failures in performance
resulting from acts beyond its reasonable control
including, without limitation, acts of God,
terrorist acts, shortage of supply, breakdowns ormalfunctions, interruptions or malfunction ofcomputer facilities, or loss of data due to power
failures or mechanical difficulties withinformation storage or retrieval systems, labordifficulties, war or civil unrest.
Waiver. In no event will any delay, failure oromission (in whole or in part) in enforcing,
exercising or pursuing any right, power, privilege,claim or remedy conferred by or arising under the
Agreement or by law, be deemed to be or beconstrued as a waiver of that or any other right,
power, privilege, claim or remedy in respect of
the circumstances in question, or operate so as tobar the enforcement of that, or any other right,
power, privilege, claim or remedy, in any otherinstance at any time or times subsequently.
Severability. If any provision of the Agreement
shall be found by any court or administrative
body of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability
shall not affect the other provisions of theAgreement which shall remain in full force andeffect. The Parties agree to attempt to substitutefor any invalid or unenforceable provision a valid

Confidential - All Rights Reservedor enforceable provision which achieves to thegreatest extent possible the same effect as would
have been achieved by the invalid or
unenforceable provision. The obligations of theParties under any invalid or unenforceable
provision of the Agreement shall be suspended
whilst an attempt at such substitution is made.
Notices. Any notice or other formal
communication to be given or made under or inconnection with the Agreement, if not statedotherwise explicitly in the Agreement, shall be inwriting, signed by or on behalf of the Party giving
it and sent by letter with confirmation of receipt.
For the avoidance of doubt, notice given underthe Agreement shall not be validly served if sentby email. All notices or other formal
communications to be delivered under the
Agreement shall be addressed to the signatoriesof the Agreement.
Counterparts. The Parties may execute theAgreement via DocuSign or in counterparts. Eachcounterpart will be deemed an original, and all
counterparts will constitute one agreementbinding both Parties.
Unless specified otherwise in the Agreement, thewords “day,” “week" and “month” will,
respectively, have the following meanings:“Business Day” “calendar week” and “calendar
month.”
Any handwritten changes made to theAgreement must be initialled by all Parties inorder to bind them.
APPLICABLE LAW AND JURISDICTION
The Agreement is governed by the laws of France.
The Parties agree to submit any dispute arisingfrom their contractual relationship, including any
claim relating to the performance, theinterpretation, the validity or the termination of
the Agreement, as well as the disputes arisingfrom the liability for infringement of competitive
law, to the Paris commercial court.
DEFINITIONS“Acceptance” means the date the Set-Up
procedure is completed, and the acceptance isdeclared by both Parties, or the acceptance isdeemed to be approved as described in Article"Setup".
"Affiliate” means with respect to a Party, anyother entity that, directly or indirectly, controls, iscontrolled by or is under common control withsuch Party. For purposes of this definition,“control” (including, with correlative meaning,8February 2024

the terms “controlled by” and “under common
control with”), as used with respect to any entity,
shall mean the direct ownership of more thanfifty percent (50%) of the voting rights in acompany or other legal entity.
"Agreement” has the meaning given in the Article“Purpose”.
"Airtime” means the electronic communications(Voice, SMS, MMS and/of data) provided by
Provider to Client.
“Applicable Agreement Year” means the initial
12-months period commencing on the Effective
Date, and each successive 12-month period
commencing on each anniversary of the Effective
Date.
“Applicable Law” means the law which governs
the Agreement as mentioned in the Article“Applicable Law and Jurisdiction”, including theRegulatory Conditions.
“Business days” means any day which is not a
Saturday, a Sunday or a bank or public holiday inthe country which laws apply to the Agreement.
“Change Control Process” has the meaning given
in Article “Change Control Process”“Charges” mean all the sums payable by Client toProvider as per the pricing for Services detailed in
the Agreement, any other charges agreed inwriting by the Parties under the Agreement or
according to the Regulatory Conditions.
“Commercial Launch” has the meaning given in
Article “Commercial Launch”.
“Confidential Information” means all information(whether marked as confidential or which may
reasonably be supposed to be confidential by its
nature) that is disclosed (whether in writing,orally, on disc, by inspection of documents or
premises or by any other means, including via
electronic communication and internet based
provisions of information) by a Party (“Disclosing
Party”) to the other Party (“Receiving Party”)
whether before or after the Effective Date of theAgreement, including the terms of theAgreement and information relating theDisclosing Party or its Associated Companies’
operations, processes, charges and pricing, plans
or intentions, product information, know-how,design rights, trade secrets, technology,
computer software and hardware, information,
documentation, data and opinions of whatevernature in whatever form (and copies of thesame), Personal Data, market opportunities,
customer details, details of suppliers anddistributors, business affairs, and any

Confidential - All Rights Reserved

information, findings, data or analysis derived
from any of the foregoing“Client” has the meaning given in Article“Purpose”.
“Data” means the Client (personal or not)information processed during use of the provided
Services and stocked by Provider and Client.
“Effective Date” means the date Provider andClient sign the MSA or the Order Form,
incorporating this GTC.
“Fraud” means any fraudulent, corrupt, illegal orother unauthorised use (whether actual orattempted) of any Services, the Provider
Infrastructure, the Underlying Mobile Network,
SIM cards, vouchers, recharge codes, product or
Subscriber Equipment at any time and by any
person.
“GTC” means
Conditions.

these

General

Terms

and

“Good Industry Practice” refers to the standards,
practices, methods and procedures conforming
to the law and the degree of skill and care,diligence, prudence and foresight which would
reasonably and ordinarily be expected from askilled and experienced person or body engaged
in a similar type of undertaking under the sameor similar circumstances.
“Initial Period” has the meaning given in Article“Term”.
“Intellectual Property Rights” (IPR) include, but is
not limited to, patent rights, registered andunregistered design rights, copyrights including
rights in computer software, rights in relation todatabases, rights relating to software, rights
relating to registered and unregisteredtrademarks or service marks or logos, jingles,
trade names, domain names, applications orrights to apply for any of the foregoing, any
similar rights to any of the foregoing anywhere in
the world, and rights of confidentiality in
information of any kind.
“IoT” means Internet of Things.
“MNO” means Mobile Network Operator(s).
“MSA” means Master Services Agreement.
“Offer” means the mobile service freely designedby the Client and marketed to the Subscribers,
subject to any constraints specified by theAgreement.
“Order Form” means the document which details
the Services ordered by the Client and further
conditions applicable to such Services.

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February 2024

"Party” or “Parties” mean individually orcollectively Provider and the Client.

which is used, when installed with a SIM card, toaccess the Underlying Mobile Network.

“Payment Guarantee” has the meaning given in
the Order Form (if applicable).

“Provider Infrastructure” means software,
telecommunications systems, computer systems,
networks, computer programs, databases (andthe tangible media on which they are recorded),interfaces, processes used in the provision of theServices by Transatel, and all hardware, servers,
switches, routers or other network infrastructure
operated by Transatel in connection with theprovision of the Services.

“Personal Data" mean any information provided
by a Subscriber under the Agreement:
That identifies or can identify, contact, or locate
the Subscriber to whom such information
pertains; orFrom which identification or contact
information of an individual person can bederived. Personal Data include, but are notlimited to name, address, phone number, fax
number, e-mail address, social security number
or other government-issued identifier, andcredit card information. To the extent any otherinformation (e.g., a personal profile, unique
identifier, biometric information, and/or IP
address) is associated or combined with
Personal Data, then such information is also
Personal Data.

“Underlying Mobile Network(s)” mean(s) themobile electronic communications network(s)which is provided by the MNO(s) and used underthe Agreement.

“Regulatory
Condition(s)”mean(s)any
regulation, condition, direction, decision,
notification, guideline, code of practice or ordermade by any relevant regulatory body (including
any enforcement action, direction or fine madeor levied by any regulatory body), whether or not
expressed to be legally binding, and any voluntary
codes applied by any industry body or
association, governing or affecting the activities
of a Party or of the MNO.
“Renewal Period” has the meaning given in
Article “Term”.
“Services” or “IoT Services” mean all the services
supplied by Provider to Client described in theAgreement. The services of access to theUnderlying Mobile Network and to the Provider
Infrastructure are, among other things, includedin the Services.
“SIM Card” means a subscriber identity module,
including eSIM, which allows access to theUnderlying Mobile Network and use of theServices when installed and used in Subscriber
Equipment.
“Subscriber” means any device, person, any legal
entities, professionals, companies and/or
associations that are using the Services, and that
may have signed up for the Offers under the
Client terms and conditions.
“Subscriber Equipment” means electronic
communications equipment, (including handsets)belonging to Subscribers which are a type that iscompliant with the Regulatory Conditions, andConfidential - All Rights Reserved

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