Wagtel Services
Terms and Conditions
Wagtel Terms and Conditions
Service
Service Description
Wagtel Service is a network connectivity solution that enables device connectivity to public and private network services, as well as cloud services in combination with its management console and Additional Functions.
Service Area
Wagtel shall provide the Wagtel Service within the area designated on the web site of Wagtel (the “Service Area”), provided, that, the Service Area may be different if stated otherwise as specified by Wagtel separately. However, within the Service Area, you may not be able to use the Wagtel Service in places where
transmissions are difficult to send or receive.
The parties of this Agreement acknowledge that there may be countries or locations within which Wagtel may be restricted from providing the Wagtel Service due to applicable laws, regulations, decisions, rules or orders (“Restrictions”). During the Term, Wagtel will use reasonable efforts to monitor whether there are any such Restrictions. Wagtel may in its sole discretion and at any time, suspend, discontinue, limit, or modify the Wagtel Service or impose additional requirements on the provision of the Wagtel Service, as may be reasonably required to comply with any such Restrictions.
In no event will Wagtel be required to provide the Wagtel Service in countries or locations, or in a manner that would be in violation of the Restrictions and its
failure to provide the Wagtel Service due to the Restrictions will not be deemed to be a breach of its obligations under this Agreement.
In the event that any Restriction, or any change in applicable law, regulation, decision, rule or order materially or adversely affects the delivery of the Wagtel Service (including the economic viability thereof), Wagtel will notify Subscribers in writing and the parties will negotiate in good faith regarding changes to this Agreement. If the parties cannot reach agreement within 30 days after notification from Wagtel requesting renegotiation, Wagtel may terminate the Agreement upon 30 days’ written notice to the Subscriber.
Execution of agreement
Method of Application
Applicants for the WagtelService (each such applicant, an “Applicant”) shall apply for the Wagtel Service via the on-line sign-up in accordance with the
procedure specified by Wagtel after the Applicant agrees to the General Terms (such application, the “Application”).
Acceptance of Application
Wagtel may request the Applicant to submit information necessary for Wagtel to determine whether the Applicant may have failed to make any payment that the Applicant is responsible to pay in relation to the Wagtel Service. In such case, the Applicant shall promptly submit such information in writing.
Wagtel will consent to the Application, except if Wagtel determines that:
- there is an undue risk that the Applicant may breach the General Terms;
- provision of the Wagtel Service to the Applicant carries an undue risk of damage the confidence or profit of Wagtel or other Subscriber
- provision of the Wagtel Service to the Applicant carries an undue risk of harm to the intellectual property rights, property rights and other rights of Wagtel or a third party;
- the Applicant damages the relationship of mutual trust between the Applicant and Wagtel, or the Applicant or representative thereof is an Anti-Social Force;
- the Applicant falls under any of the items below;
- Wagtel has terminated the agreement between Wagtel and the Applicant;
- the Applicant provides any false information to Wagtel;
- the Applicant designates an unavailable credit card as the method of payment; or
- the Applicant does not intend to use the Wagtel Service appropriately.
If Wagtel has no capacity in the communication network, Wagtel may postpone or refuse the Application.
Effectuation of Agreement
The Agreement shall become effective between the Applicant and Wagtel as of the date that Wagtel consents to the Application in accordance with the Effective Date, and after Effective Date the Applicant shall be referred to as the “Subscriber”.
Account
The Subscriber shall make an account that has an effective e-mail address to use the
Wagtel Service (the “Wagtel Account”). The Subscriber may make only one Wagtel account per e-mail address, unless otherwise expressly provided in the General Terms.
Wagtel will provide the Subscriber with a Log-in ID (the “Log-in ID”) to log into the system to use the Wagtel Account provided by Wagtel.
The Subscriber shall notify Wagtel immediately in the following cases:
- The Subscriber discovers or learns of unauthorized use of the Wagtel Account by a third party or the risk of such unauthorized use; or
- The Subscriber loses information regarding the Wagtel Account (including but not limited to the Log-in ID), or such information is stolen by any third party.
The Subscriber is responsible for any event arising from the use of the Subscriber’s own Wagtel Account, whether unauthorized use or misuse by the Subscriber, Subscriber’s officer, Subscriber’s employee, or third party, and Wagtel shall not bear any responsibility in relation to such matters. If Wagtel suffers any damage arising from such use of the Wagtel Account, the Subscriber shall compensate Wagtel for such damage.
Use Restriction
User Restriction
If a natural disaster, incident or any other emergency situation occurs or is likely to occur, Wagtel may restrict the use of the Wagtel Service by the Subscriber in
order to give priority to communications whose content are necessary for the prevention of or relief from calamities, for the securing of transportation, communications or electric power supply, the maintenance of public order or any other public interest.
If Wagtel detects any significant and/or continuous signal or transmission using a communication procedure or application which occupies the communication band used by Wagtel, Wagtel may control the transmission rate and traffic of such signal or transmission by controlling the communication band allocated to such signal or transmission.
Wagtel may suspend or limit the use of the Wagtel Service by the Subscriber, if:
- the Subscriber delays in performing or fails to perform any payment obligation or any other obligation under the Agreement;
- the Subscriber gives a false information to Wagtel;
- the credit card account designated by the Subscriber is invalid, unavailable or cannot be used or recognized; or
- Wagtel reasonably determines it necessary to protect the integrity of its systems or customer data, including but not limited to instances of
data breach.
Disconnection of Transmission
If any of the following events occur, Wagtel may disconnect the Session with respect to Wagtel Service transmissions.
- If Wagtel deems the Session (meaning the state of the Subscriber channel which can perform data transmissions, the same shall apply hereinafter) has been data communication enabled for more than 7 days;
- If Wagtel deems excess data communication has been performed in the same Session;
- If Wagtel detects any errors in the terminal device connected to the Subscriber channel;
- If Wagtel deems there is a risk of disturbances in smooth provision of Wagtel Service; or
- If Wagtel receives a suspension order for radio wave transmission from a superior authority.
Suspension of Use of Service
Upon the Subscriber’s request, Wagtel shall suspend (meaning preventing the Subscriber ID from being temporarily available without diverting such Subscriber ID to a third party) provision of the Wagtel Service to such Subscriber, provided that the period of such suspension shall not be longer than 1(one) year, and Wagtel shall not bear responsibility to secure, maintain or provide any information (including but not limited to the Wagtel Account of such Subscriber) after one (1) year from the starting day of such suspension.
Suspension of Service
Wagtel may suspend provision of the Wagtel Service if:
- there are unavoidable reasons requiring maintenance or construction of Wagtel’s Telecommunications Facility or system;
- a telecommunication carrier suspends provision of telecommunication services to Wagtel; or
- a cloud service provider suspends provision of cloud services to Wagtel;
If Wagtel suspends the provision of the Wagtel Service, Wagtel will announce such suspension on Wagtel’s website in advance except in cases of urgent necessity.
Discontinuation of Service
If there are unavoidable reasons (including but not limited to technical reasons), Wagtel may discontinue provision of the Wagtel Service in whole or part.
Termination Of This Agreement
Termination by Subscriber
The Subscriber may terminate this Agreement by giving notification to Wagtel according to the method specified by Wagtel separately. In this case, such termination shall take effect on the date specified by Wagtel beforehand or on the date designated by the Subscriber in such notification, whichever is later.
Notwithstanding the preceding paragraph, if the Wagtel Service becomes unavailable, the Subscriber may terminate this Agreement by giving notification to Wagtel according to the method specified by Wagtel separately on the date designated by the Subscriber in such notification.
Wagtel shall calculate any outstanding balance between Wagtel and the Subscriber at the time of termination and charge any differential amount.
Termination by Wagtel
Wagtel may terminate the Agreement in the following situations, in which case Wagtel will give the Subscriber reasonable notice of such termination.
- Wagtel has suspended or restricted use of the Wagtel Service to the Subscriber under user restriction and the cause of such suspension or restriction has not been resolved by the Subscriber;
- Wagtel deems such fact seriously impedes performance of Wagtel’s business;
- a telecommunication carrier terminates the agreement between Wagtel and the telecommunication carrier regarding the provision to Wagtel of telecommunication services; or
- a cloud provider terminates the agreement between Wagtel and the cloud provider regarding provision to Wagtel of cloud services.
If the Wagtel Service is discontinued, the Agreement is terminated on the date of such discontinuation. Wagtel shall calculate any outstanding balance between Wagtel and the Subscriber at the time of termination and charge any differential amount.
Responsibility
Confidentiality
After the Application, Wagtel and the Subscriber (before execution of the Agreement, the Applicant, hereinafter the same shall apply in this Section) shall keep confidential the other party’s technical, management and any other non-public information acquired from other party, and shall not use such information except for provision or use of the Wagtel Service; provided, however, that Wagtel and the Subscriber may disclose such other party’s information to the extent necessary to comply with any law or direction, regulation or order of a court, supervisory authority or any other public institution authorized to regulate Wagtel or the Subscriber. Even if Wagtel and the Applicant do not enter into the Agreement, or the Agreement is ended by termination or any other reason, this Section shall survive.
Maintenance of Confidence
In using the Wagtel Service, the Subscriber shall not act in any way to lose the confidence of Wagtel.
Notification of Unauthorized Access
If the Subscriber becomes aware of a security risk or other vulnerability in which data may be accessed by an unauthorized third party, regardless of whether the data belongs to the Subscriber’s Wagtel Account, the Subscriber will notify us as promptly as reasonably possible but in no event later than within forty-eight (48) hours from the time the Subscriber is first made aware of such vulnerability.
Notification of Necessary Information
If an event listed in Section 14.5 (ii) through (vi) occurs, the Subscriber shall promptly notify Wagtel of such fact in writing.
Wagtel may require the Subscriber to submit information necessary for Wagtel to determine whether the Subscriber may have failed to make any payment that the Subscriber is responsible to pay in relation to the Wagtel Service. In this case, shall apply mutatis mutandis.
Wagtel shall promptly notify the Subscriber if any of the following occurs.
- suspension or discontinuation of Wagtel’s telecommunication business;
- cancellation of registration or filing, etc. necessary for Wagtel’s telecommunications business by supervisory authority;
- restriction of the Wagtel Service under user restriction;
- change, extension or removal of the Telecommunications Facility which may affect the condition of the Wagtel Service; or
- dissolution of Wagtel.
SIM: The Cell Phone Communications
Transfer of SIM from Wagtel
Wagtel shall transfer the SIM (it does not matter whether it is a plug-in type or an embedded type) to the Subscriber. However, the number of SIM transferred to the Subscriber shall be one SIM per Wagtel Service channel.
If there are unavoidable reasons (including but not limited to technical reasons) which impact on the conduct of Wagtel’s business in such a way that change of the SIM is required, Wagtel may change the SIM which Wagtel transfers to the Subscriber after notification to the Subscriber that such change is required.
The Subscriber shall comply with the management obligations and any other obligation that the network provider imposes on Wagtel with respect to the SIM which Wagtel transfers to the Subscriber. The Subscriber shall bear the costs of any and all damages, if any, arising from insufficient management or misuse, etc. by the Subscriber. Wagtel shall not bear any responsibility in relation to such insufficient management or misuse.
Change of SIM
The Subscriber to whom the SIM is transferred by Wagtel shall promptly
return the SIM to Wagtel at the place and according to the method separately designated by Wagtel for replacement of the SIM, if:
- Wagtel changes the SIM;or
- Wagtel changes the Subscriber ID.
If the Subscriber does not return the SIM, the Subscriber shall not use Wagtel Service thereafter.
Telecommunication
Measurement of Amount of Data
With respect to the Wagtel Service, Wagtel will charge the Subscriber for the amount of data transmitted between the Subscriber channel and Wagtel, and measure the amount of such data by Wagtel’s or Wagtel’s designee’s equipment. If the data (excluding any data separately specified by Wagtel, if any) does not reach the communication recipient (if the data is sent to a mutual connection point, such mutual connection point is deemed as the communication recipient) due to a fault in the communication channel or any grounds not attributable to the sender or recipient, such data shall be excluded from the amount of data measured for determining the amount to be charged.
Wagtel will measure the number of the messages communications by using Wagtel’s equipment.
With respect to the Wagtel Service, Wagtel will charge the Subscriber for the number of requests between Wagtel and the Subscriber channel, and between Wagtel and the destination designated by the Subscriber, and measure the number of such requests by using Wagtel’s equipment. Even if the data (excluding the data separately specified by Wagtel, if any) does not reach the communication recipient due to a fault in the communication channel or any grounds not attributable to the sender or recipient, such data shall be included in the number of requests to be charged.
Use Of Wagtel System
Providing Wagtel System
Wagtel shall provide the Subscriber with a console system (the “Wagtel System”) for the Wagtel Service through the Wagtel Web site (the “Wagtel Site”).
Connecting to Wagtel Site
If the Subscriber connects to the Wagtel Site, the Subscriber shall connect at its own expense and responsibility. Even if the connection is interrupted by failure of the telecommunication network or wireless LAN, Wagtel shall not bear any responsibility for such failure or any damages arising from such failure.
Use Conditions for Wagtel System
The Subscriber shall use the Wagtel System only for use of the Wagtel Service in the normal way and in compliance with laws and regulations, as well as by using the due care of a prudent manager.
Wagtel may change the information provided by the Wagtel Site (the “Wagtel Information”) and any other contents of the Wagtel Site without prior notification to the Subscriber. If such change is material, as determined by Wagtel, Wagtel shall notify the Subscriber beforehand.
Prohibited Acts
Prohibited Acts
In addition to any other provision of the General Terms, the Subscriber shall not:
- use the terminal device in any way that is not in compliance with the technical standards established by the applicable laws and regulations rules or the CE Marking (CE Mark) for Radio Telecommunications Equipment;
- use the terminal device not supported by Wagtel Services (including, but not limited to using terminal devices connecting by radio access technology other than that specified on Wagtel Site for each subscription);
- perform any act prohibited by the telecommunication carrier(s);
- perform any act (including but limited to prohibition of data transmission to another country or prohibition of permanent roaming) prohibited by the applicable laws and regulations in the countries where the Subscriber uses Wagtel Services;
- subject the apparatus or system for the Wagtel Service to excessive data loads by generating continuous traffic exceeding the limits specified by Wagtel separately;
- use the Wagtel Service for child prostitution, viewing or acquiring child pornography or sending nuisance e-mail or any other purpose that Wagtel regards as inappropriate;
- assign, transfer, sublet or provide as collateral, or otherwise dispose of all or part of Wagtel Information;
- reproduce all or part of Wagtel Information for the use of third party;
- let a third party use Wagtel System and Wagtel Information;
- modify or tamper with Wagtel Information;
- access or attempt to access the data of another customer or other third party without authorization, including attempts to register SIMs not in the Subscriber’s possession;
- use Wagtel Information for any product or service provided by a third party;
- use Wagtel Information for any product or service that infringes on Wagtel’s or any third party’s intellectual property rights;
- file application of intellectual property rights based on the Wagtel Information;
- attack the storage server of Wagtel Information by using unauthorized access or a computer virus;
- reverse engineer, decompile, reverse assemble or otherwise analyze the Wagtel System; or
- let a third party perform any of the respective acts of the this section.
Service Fee
Service Fee
The service fee for use of the Wagtel Service consists of the basic fee, data usage fee, additional function fee and any other procedure fees (the “Service Fee”). The rate and the method of calculation of the Service Fee shall be provided to the Subscriber.
Payment Obligation
The Subscriber shall bear the obligation to pay the Service Fee to Wagtel from the day when Wagtel starts to provide the Subscriber with the telecommunication channel pursuant to this Agreement.
In the case that the Subscriber receives any additional service from Wagtel, the Subscriber shall bear the obligation to pay the fee to Wagtel pursuant from the day when Wagtel starts to provide the Subscriber with such additional service.
After Wagtel commences providing the Subscriber with the telecommunication channel pursuant to this Agreement, even if the Subscriber cannot use the Wagtel Service, or does not use the Wagtel Service, the Subscriber shall bear the obligation to pay the basic fee and additional function fee to Wagtel.
Method of Payment
The Subscriber shall pay the Service Fee and any other fees to be paid to Wagtel under this Agreement according to the method specified by Wagtel by the day designated by Wagtel.
Interest for Delay
If the Subscriber does not pay the Service Fee or any other payment (excluding interest for delay) under the Agreement by the due date of payment, the Subscriber shall, with respect to the period commencing from the day immediately after the due date of payment to the before day when the payment is made, pay the amount of money obtained by multiplying the such unpaid amount by 14.6% per annum (prorated on the basis of a 365-day year).
Acceleration
If any of the following events occur, the Service Fee and any other payment to be made under the Agreement shall become due and payable, and in such case the Subscriber shall pay such payment to Wagtel immediately. Unless the following event is resolved, upon request of Wagtel, the Subscriber shall immediately perform the above payment obligations.
- If Wagtel deems that the Subscriber is insolvent;
- If a procedure of bankruptcy, company reorganization, civil rehabilitation and other insolvency procedure based on laws and regulations is commenced against the Subscriber;
- If a bill or check issued by the Subscriber is dishonored;
- If an order or notice of provisional attachment, provisional disposition, provisional disposition for provisional registration, preservative attachment, attachment, compulsory execution, preservative disposition, petition of auction sale or disposition for nonpayment of tax and public charges has been issued with respect to the assets owned by the Subscriber;
- If a supervisory authority cancels the registration or notification necessary for Subscriber’s telecommunications business;
- If the Subscriber discontinues the whole of its telecommunication business;
- If the Subscriber is ceases to exist; or
- If any event that significantly impedes the Subscriber’ business occurs.
Maintenance
Repair or Recovery
If the telecommunication equipment or system installed by Wagtel breaks down or is lost, Wagtel shall repair or replace such equipment or system promptly. Provided, however, that Wagtel has no obligation to perform such repair or replacement within 24 hours.
If Wagtel repairs or replaces the telecommunication equipment or system installed by Wagtel, Wagtel may change the Subscriber ID.
If the Subscriber reports an error, and it turns out that there are no mistakes in Wagtel’s systems or network or service, or the fault lies in the Subscriber’s equipment or internal networks under, the Subscriber is required to cover Wagtel’s expenses related to such error detection.
Intellectual Property
Intellectual Property
The patent, utility model right, design right, copyright, knowhow and any other intellectual property, and the data of the demonstration experiment and any other data related to the Wagtel Service, the Wagtel System, the Wagtel Information or the accessorial services thereof (including, but not limited to the Additional Functions prescribed in before. The same shall apply hereinafter) belong to Wagtel. Nothing in this Agreement or the disclosure of information to the Subscriber by Wagtel in relation to the Wagtel Service, the Wagtel System or the accessorial services thereof shall be construed, by implication, estoppel or otherwise in any sense, as a license, granting or transferring Wagtel’s patent, utility model right, design right, copyright, knowhow or any other intellectual property to the Subscriber or any
other third party.
Disclaimer of Warranties
Disclaimer of Warranties
THE SUBSCRIBER AGREES THAT THE WAGTEL SERVICE, THE WAGTEL SYSTEM AND THE ACCESSORIAL SERVICES THEREOF PROVIDED ACCORDING TO THIS AGREEMENT SHALL BE PROVIDED ON AN “AS-IS” BASIS. TO THE EXTENT PERMITTED BY LAW, WAGTEL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WAGTEL SERVICE, THE WAGTEL SYSTEM OR THE ACCESSORIAL SERVICES THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF 18 QUALITY, CONSISTENCY OF SERVICE, NON-MISTAKE, NON- INFRINGEMENT OF THIRD PARTY’S RIGHT, FITNESS FOR ANY PARTICULAR PURPOSE.
Indemnification
Indemnification
Wagtel and the Subscriber shall, except as otherwise provided, indemnify the other party for all damages as a result of its own breach of the General Terms.
Limitation of Liability
If the Wagtel Service, the Wagtel System, the Wagtel Information or the accessorial services thereof become unavailable due to any cause imputable to a third party (including but not limited to telecommunication carrier(s) or cloud provider(s)), Wagtel shall not bear any responsibility in relation to such matter.
If the Wagtel Service becomes completely unavailable due to a cause imputable to Wagtel for a period of 24 hours or longer (the “Unavailable Time”) commencing from the time when Wagtel recognizes the Wagtel Service has reached such status, upon the Subscriber’s request, Wagtel shall reduce the Service Fee according to the number of days obtained by dividing the Unavailable Time by 24 (rounding down decimals) from the Service Fee charged to such Subscriber, provided that, if the Subscriber does not request within three months after the date on which the Subscriber becomes aware of such Unavailable Time, Wagtel deems that such Subscriber waives the right to request such reduction.
In any case where Wagtel is liable to compensate the Subscriber for damage, Wagtel’s liability shall not exceed the Service Fee of the month of in which the day falls when such damage occurs, and in no event shall Wagtel have any liability to the subscriber under or in connection with this agreement for:
- loss of actual or anticipated income or profits;
- loss of goodwill or reputation;
- loss of anticipated cost savings;
- loss of data; or
- any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
Notwithstanding the provisions of the preceding paragraph, if the Wagtel Service becomes unavailable due to a cause imputable to telecommunication carrier or cloud provider, Wagtel will compensate the Subscriber for damage (limited to actual and ordinary damage, and excluding lost profit and indirect damages) up to the amount received from such telecommunication carrier or cloud provider as compensation for such damage.
Wagtel shall not bear any responsibility for lost profits arising out of the use of the Wagtel Service, costs incurred in relation to repair of any fault, request to repair any fault, or dealing with any inquiry in relation to any fault in the Wagtel Service, or any other third party. The Subscriber shall not in any circumstance claim such lost profits or costs against Wagtel.
In the case where the Telecommunications Facility or system is repaired or recovered, there is a possibility that information stored in the Telecommunications Facility or system may be altered or lost. Wagtel shall not bear any responsibility for damages arising from such alteration or loss, provided, that, this shall not apply to any damage arising from Wagtel’s willful misconduct or gross negligence.
Processing Of Personal Data
Wagtel collects and processes personal data about the Subscriber, including name, e-mail, IP-address as well as data usage and billing data in order to provide Wagtel’s services and for billing purposes.
By entering into this Agreement with Wagtel you explicitly consent to Wagtel processing personal data about you.
Wagtel will specify the policy for processing Subscribers’ personal information (the “Privacy Policy”), and post the Privacy Policy on Wagtel’s website.
Miscellaneous
Posting this Agreement
Wagtel will post the latest General Terms on Wagtel’s website.
Force Majeure
No delay, failure or default in performance of any obligations in this Agreement shall constitute a breach of this Agreement, to the extent that such failure to perform, delay or default arises out of a cause beyond the control of and without the negligence of the party otherwise chargeable with failure, delay or default, including but not limited to action or inaction of governmental, civil or military authorities, fire, strike, lockouts or other labor dispute, flood, war, riots, earthquake, natural disaster, breakdown of public common carrier or communications facilities; computer malfunction.
Notification of Information for Telecommunication Carrier
If the Subscriber sends a message, and the telecommunication carrier which owns or operates the telecommunication line on which the message transmission was sent deems sending such message a prohibited act upon the request by such telecommunication carrier’s user, the Subscriber agrees that such telecommunication carrier may notify Wagtel and other telecommunication carriers of such Subscriber’s Subscriber ID, such message time of receipt, content of such SMS and any other information related to such SMS that the telecommunication carrier sees fit.
Severability
If any provision in this Agreement is found to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if not feasible.
Dispute Resolution
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with its Commercial Arbitration Rules. Wagtel and the Subscriber will appoint 1 arbitrator each. If either Wagtel or the Subscriber fails to appoint an arbitrator no later than 30 days after submitting an application for arbitration or receiving notice of arbitration. The arbitration proceedings will take place in Barcelona, Spain, and the language of the proceedings will be Spanish.
Governing law
The General Terms and the Agreement shall be governed by and interpreted in accordance with the laws of Spain. However, the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.
