AMENDMENT TO THE IMPLEMENTATION AGREEMENT “MACHINE TO MACHINE CONNECTIVITY”
A. Pursuant to the Implementation Agreement entered into between the Parties, Matooma provides the Contracting Party with Services enabling it to operate and manage its Communicating Devices, by in particular (i) supplying it with M2M SIM Cards, (ii) offering Subscriptions for purposes of effecting electronic communications, and (iii) giving access to the M2MManager Platform.
B. It is within this context that the Parties have mutually decided to modify certain undertakings made in the Agreement, principally in regard to the tariffs for the Services.
C. The purpose of this amendment (referred to hereafter as the “Amendment”) is to amend the Agreement in order to take into account the modifications indicated in point B above.
NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:
SECTION 1 – DEFINITIONS – INTERPRETATION
Unless expressly stipulated otherwise, for purposes of the application of this Amendment (including the preamble set out above):
SECTION 2 – PURPOSE
The purpose of this Amendment is to modify the tariffs for the Services proposed by Matooma as same are set out in Schedule 1to the Commercial Offer. Accordingly, the Parties to this Amendment agree to replace Schedule 1 to the Commercial Offer by Schedule 1 to this Amendment.
It is also expressed that MATOOMA provides a Subscription by a M2M SIM Card providing data communication services, Short Message Service (SMS), and voice communication. It is forbidden for the Customer to use premium services (SMS and voice communication). In case of misuse of the SIM Card, Customer liability will automatically be engaged and the Customer will be liable for any additional costs incurred by Matooma (in particular any additional cost invoiced by the Operator related to this misuse).
SECTION 3 – NO NOVATION
It is agreed upon between the Parties that the new conditions shall in no event have any effect upon existing accounts receivable. As a consequence, the terms and conditions of the Agreement shall remain unchanged save for the modifications expressly made thereto by this Amendment.
SECTION 4 – REPRESENTATIONS
The Contracting Party warrants to Matooma that it has full capacity to agree to this Amendment and to perform its obligations ensuing herefrom, and that any authorisations required to be obtained from any body of the Contracting Party or any authority for purposes of signing and performing this Amendment have been obtained.
Each of the Parties hereto hereby acknowledges that the obligations incumbent upon it as stipulated herein are valid, legal, and enforceable against it.
SECTION 5 – EFFECT
For all current or future Subscriptions, this Amendment shall take effect five days (5) following its date of signature.
Should the Parties sign this Amendment on different dates, the date of signature hereof shall be deemed to be that of the last signature.
SECTION 6 – APPLICABLE LAW – JURISDICTION
This Amendment is governed by Spanish law, excluding local law (“Derecho Foral”)..
Any dispute arising in relation with this Amendment and its aftermath, and in particular as regards its interpretation, performance or termination, shall be submitted to the Commercial Court within the jurisdiction of Matooma’s registered office to which competence is expressly attributed notwithstanding the existence of multiple defendants or the introduction of third parties, and including for proceedings instituted upon ex parte application or emergency proceedings.