FRAMEWORK AGREEMENT « MACHINE TO MACHINE SERVICES »
Matooma offers outsourcing services for managing connected objects using public electronic communication networks. Thanks to its specific offer of multi-operator connectivity, it provides its customers with services allowing them to manage the connected objects and the consumption of these services, via a dedicated management portal.
As such, Matooma acts as an intermediary between professionals who use connected objects, manufacturers and operators of electronic communications.
Matooma is not an operator operating an electronic communications network or an electronic communications service provider to the public. It relies on the electronic communications networks and services of third-party operators and relies on the quality of these networks and services to provide its own services under this Framework Agreement.
The Customer has stated that its needs are typical and do not have any unusual requirements in the operation of connected objects, electronic communication, and access to the management portal. It acknowledges that the use of the services are not appropriate for connecting medical devices and for transmitting personal monitoring data, which may require higher levels of security and availability than the services offered by Matooma.
The security and availability levels of the Matooma services connections are similar to those of the electronic communications networks used by Matooma.
Matooma replied to the Customer's questions concerning the essential characteristics of its services, which are also described in the contract below.
The Customer has stated that he has carefully read and understood the terms of this Framework Agreement and the Implementation Agreement. It has decided to commit itself after having verified that the services and their supply methods meet its needs.
In this context, the Parties have come together to conclude this Framework Agreement and the Implementation Agreement.
THIS BEING STATED IT WAS ORDERED AND AGREED AS FOLLOWS:
ARTICLE 1 - DEFINITIONS
The following terms, the first letter of which is capitalised, have the meanings assigned to them in this article, whether they are used singularly or plurally:
- Abnormal use: any abnormal use of the Services in particular with regard to:Any use that does not conform to Electronic Communication between Communicating Terminals and the Technical Environment for the purposes of the Customer's professional activity;
Use of the SIM Card outside the geographical area expressly authorized in the Implementation Agreement;
Inappropriate or non-compliant use of the Services.
- Agreement: this Framework Agreement, the associated Implementation Agreement (s) and the applicable Schedules, the Subscription Form, the Commercial Offer and any applicable appendices.
- Anomaly: any malfunction of the Services.
- Applicable Law - means (i) law, statute, ordinance, judicial decision, executive order, or (ii) rule, regulation or requirement of any relevant government, governmental agency or regulatory bodyhaving the force and effect of law, each as relevant to (i) Matooma in the provision of the Services and/or (ii) the Customer in the receipt of the Services or the carrying out of its business
- Assistance: services provided by Matooma to the Customer and consisting of advice and assistance related to the management of Anomalies.
- Commercial Offer: means the signed document by the Parties formalising their mutual contractual commitment on the pricing conditions for Matooma Services.
- Communicating Terminal: any hardware and / or software under the control of the Customer containing a communication module integrating the SIM Card allowing for the transmission of data to the Technical Environment via the Networks.
- Customer: the signing counterparty to Matooma to this Agreement.
- Electronic Communications: the transmission or reception of signs, signals, text, images or sounds by electromagnetic means, in accordance with the provisions of Article L 32 of the Postal and Electronic Communications Code, and especially data communications, short message service (SMS) and voice messages.
- Declaration of Anomaly: communication of information by the Customer to inform Matooma about the Anomalies.
- Framework Agreement: this agreement and any amendments thereto.
- Identifiers: the e-mail address of the Customer and the password transmitted by Matooma whose entry allows connection to the M2Mmanager.
- Implementation Agreement: agreement entered into pursuant to the Framework Agreement for the provision of the Services by Matooma and signed by the Customer.
- M2Mmanager: a platform made available to the Customer by Matooma via the Internet, so that it can manage its fleet of SIM Cards and Communicating Terminals.
- Network(s): electronic and / or radiotelephone networks open to the public (such as networks defined in the Implementation Agreements) and used by Matooma to ensure communication between the Communicating Terminal and the Technical Environment.
- Operator: any entity authorized by the Electronic Communications and Post Control Authority (ARCEP) to operate an electronic communications radio network open to the public, offering any Electronic Communications Service.
- Parties: means either Matooma and the Customer together, or each of them individually.
- Services: global offer of Matooma services allowing the transmission and / or reception of data between Communicating Terminals and the Technical Environment, thanks in particular to SIM Cards, for the purposes of its professional activity. The Services are detailed in the Implementation Agreement(s).
- SIM Card: any microprocessor card intended to be introduced into the Customer’s Communicating Terminal and calibrated for this purpose allowing the identification, connection and protocol exchanges and the reception and / or transmission of data over the Networks without human intervention. SIM Cards remain, at all times, the property of the Operators.
- Space: the Customer’s personal space on the M2Mmanager, which allows him to access and use the M2Mmanager's functionalities.
- Subscription: right to use the SIM Card and to benefit from the Services in accordance with the terms of the Implementation Agreement signed by the Customer with Matooma.
- Subscription Form: document signed electronically by the Parties formalising their reciprocal contractual commitment in line with terms and conditions of the Framework Agreement accepted by the Customer.
- Technical Environment: Customer technical environment (systems architecture, hardware, servers, software etc.) to which the Communicating Terminal is connected, via the Network.
- User: an agent or any representative duly authorised by the Customer to use the M2Mmanager.
ARTICLE 2 - PURPOSE
The purpose of the Framework Agreement is to set out the terms and conditions applicable to the performance of the Services by Matooma for the benefit of the Customer, in compliance with the provisions of the Implementation Agreement (s), and subject to the conditions in Article 3 "Eligibility".
The terms of the Framework Agreement do not in themselves constitute an order for Services or require the Customer to sign an Implementation Agreement.
The Services performed on behalf of the Customer, as well as their technical and financial terms, are specified in the Implementation Agreement (s).
The provisions of the Framework Agreement apply to all Implementation Agreements signed with the Customer during the term of the Framework Agreement.
Matooma acts as a service provider under the Framework Agreement.
ARTICLE 3 - ELIGIBILITY
It is expressly agreed between the Parties that Matooma cannot set up the Services in the event of technical impossibility, total or partial, in particular due to Operators or in the event of incompatibility of the Services with the Technical Environment.
ARTICLE 4 - SERVICES
4.1. Accessing and using the M2Mmanager
4.1.1. General Terms
M2Mmanager is protected by national laws and international treaties on copyright and industrial property. All intellectual property rights (patents, trademarks, copyrights, designs, database, etc.) and other rights such as those protecting know-how, concepts, trade secrets and investments, whether or not covered by privacy laws, and all copies, modifications, improvements, corrections, updates or new releases, are owned and reserved at all times by Matooma.
Matooma grants a personal, limited, non-transferable and non-exclusive license to use the M2Mmanager to the Customer to enable it to use it in accordance with the terms of this Framework Agreement.
4.1.2. Management of login details
The signing of this Framework Agreement results in an allocation of Identifiers to the Customer within forty-eight (48) business hours.
The Identifiers are strictly personal. The Customer and each User must guarantee the confidentiality and security of the Identifiers.
Entering the Identifiers is deemed a presumption of connection by the User to his Space. In this respect, the Customer is responsible for all the activities taking place from his Space. This presumption of identification of the User may be rejected by proof of any fact of action that is not attributable to the User, it being specified that a failure of the Customer to fulfill his obligation of confidentiality which thereby allows unauthorised use by a third party does not affect this presumption, and the Customer therefore remains liable.
After accessing his Space, the Customer must disconnect from it so that any unauthorised person can not access it without his authorisation.
4.1.3. Using the Space and the M2Mmanager
The User may, via the Space:
- Order SIM Cards;
- Commission, suspend, decommission and / or manage Communicating Terminals;
- Report any incidents related to the Services;
- Manage its monthly invoicing and analyse its fleet of Communicating Terminals.
The Customer shall use the Space, and more broadly M2Mmanager, solely for its own internal and professional needs and within the limit of the maximum number of Users provided for in Annex 2 of the Implementation Agreement. Excludes any shared service or desktop service.
When using the Space, the Customer must comply with all applicable laws, rules and regulations, both national and international, including those relating to the protection of personal data.
The Customer shall:
- Notify Matooma immediately of any unauthorised use of any password or account or any known or suspected security breach;
- Report immediately to Matooma any known or suspected illicit content or distribution and make every effort to immediately stop these offenses;
- Not to impersonate another user of M2Mmanager nor to provide false information about his identity to access and / or use the M2Mmanager;
- Download or keep on his Space only data, documents or information that he owns or is authorised to hold.
The Customer must respect:
- Article 4.1.4 "Technical Requirements of the M2Mmanager" when using the Space, and more broadly the M2Mmanager.
- Instructions, recommendations and updates communicated by Matooma, including after the signing of this Framework Agreement.
Any use not provided for herein is prohibited and, in particular, without limitation, the User shall not (nor authorize a third party):
- Copy, reproduce, alter, modify, adapt, translate in any way, integrate in any other software, all or part of the M2Mmanager, create derivative works from the M2Mmanager, disassemble or perform any reverse engineering, try to discover the source codes (which are strictly confidential);
- Remove, hide or alter any mention of ownership, any label, any legal mention, such as mention of trademarks or copyrights associated with the M2Mmanager.
Matooma makes every effort to avoid any disclosure of the Customer's data hosted on its space and to allow exclusive access to the Customer to such data.
In any case, Matooma assumes no liability nor guarantees for hosting, storage, backup and use of:
- Data that the Customer is not authorised to hold;
- Customer data processed on servers that Matooma does not have access to and / or does not control and which the Customer guarantees are for his personal business.
4.1.4. Technical Requirements of M2Mmanager
The Customer must have access to the Network in order to access and use M2Mmanager. In this respect, it must have the necessary equipment and software to do so.
In this respect, it must have the appropriate equipment and software as well as sufficiently qualified personnel to allow access and use of the Networks and the M2Mmanager.
The Customer is responsible for the choice, installation, configuration, maintenance and payment of said equipment and software, as well as the electricity costs and Electronic Communications related to their use.
The Customer shall ensure that the Electronic Communications are not used:
a. For the transmission of illegal material (information that is transmitted in violation of the Applicable Law) or material which, even if not in violation of Applicable Law, contravenes or hinders the protection of minors, which incites or apologises for hatred on grounds of race, sex, religion or nationality, or which incites or apologises for violations of human dignity concerning individual persons;
b. For the transmission of material that contains software viruses or any other disabling or damaging programs;
c. In any way which impairs or damages the Networks or the provision of the Services in a way that would interfere with other users’ use of the Networks or of the M2M Platform;
d. In a way which involves SIMs being included in (fixed) GSM adapters; or
e. Fraudulently or illegally or in violation of this Agreement
Within the framework of the Assistance, the Customer transmits the Declaration of Anomaly (ies) to the dedicated support team via:
- The following address: firstname.lastname@example.org;
- The following telephone number: +33 4 88 36 07 40;
- The functionality of the following M2Mmanager: ticketing tool.
The support is available from Monday to Friday from 9:00 to 18:00.
The Declaration of Anomaly must be brought to the attention of Matooma as soon as possible after the occurrence of each of the Anomalies concerned so that Matooma can remedy it within the time limits agreed by the Agreement. The periods indicated in the Agreement are mandatory, unless expressly stipulated otherwise.
4.3. Maintenance of the M2Mmanager
Matooma expressly reserves the right to correct any malfunctioning of the M2Mmanager but also the right to adapt, modify and make improvements without notice to facilitate its use in accordance with its purpose. These rights are exercised without any obligation of information or notification, without prejudice to the other provisions herein.
Access to the Space and / or the M2Mmanager may be temporarily unavailable due to maintenance operations (updating, improvement, evolution of the content, etc.) and / or technical constraints linked in particular to the specificities of the internet .
Matooma will use its best efforts to make the Space and / or M2Mmanager available again as soon as possible.
The Customer acknowledges and accepts that the aforementioned periods of unavailability are necessary for the permanent operation of the Space and the M2Mmanager and / or are imposed by technical constraints over which Matooma has no control. Consequently, the Customer may not, in respect of these periods of unavailability, seek to hold Matooma liable or claim any compensation whatsoever from Matooma.
Any adaptations required specifically by the Customer and / or the transition to new versions of the M2Mmanager are excluded from maintenance operations. Obtaining these options and / or new versions is subject to additional invoicing.
It is specified that any interruption of access to the M2Mmanager does not affect the operation of SIM Cards and Communicating Terminals.
ARTICLE 5 – DURATION OF THIS AGREEMENT
5.1. Framework Agreement
This Framework Agreement shall take effect on the date of the last signature for an indefinite period.
5.2. Implementation Agreement
The Framework Agreement must be in force in order to put in place an Implementation Agreement.
In the event of termination of the Framework Agreement, the Implementation Agreement shall remain in force until its expiry or termination.
ARTICLE 6 – FINANCE PROCEDURES
Services are provided at prevailing rates. The prices are expressed in Euros both before tax (HT) and with tax included (TTC).
6.2. Billing arrangements
Invoices are created by Matooma on a monthly basis and are sent to the Customer in electronic format, unless otherwise stated. They are also available on the M2Mmanager.
6.3. Payment terms for invoices
The Customer shall pay Matooma for the Services within ten (10) calendar days of receipt of the related invoice.
After this date, the various expenses that may result from an unpaid or a partial payment are the responsibility of the Customer, unless there are legal provisions or regulations to the contrary, without prejudice to the other provisions relating to the late payments.
In the case of direct debit, payment will be taken on the date indicated on the invoice.
The Customer is obliged to inform Matooma of any changes to its bank details one week before they become effective.
In the event of late payment, the Customer shall be liable to Matooma, on a strict liability basis, for the amount of interest applied to the outstanding amount, at an annual rate equal to 20%. Interest is calculated on the amount owing from the time when payment becomes due, to when payment is actually received by Matooma.
Pursuant to Articles L. 441-6 and D. 441-5 of the French Commercial Code, any delay in payment automatically entails, in addition to penalties for late payment, an obligation for the Customer to pay a lump sum indemnity of € 40 for recovery. A supplementary amount may be claimed by Matooma on receipt of late payments where the recovery costs incurred are greater than the amount of the flat-rate allowance.
Any price reduction of the Services, as referred to in Article 1223 of the Civil Code, must necessarily take place by mutual agreement between the Parties and can not result from the decision of a single Party.
The provisions of Article 1228 of the Civil Code allowing the judge to grant time limits in the event of non-performance by the debtor can not be applied in case of default of payment.
ARTICLE 7 - COLLABORATION BETWEEN THE PARTIES
As this Agreement requires close and regular collaboration between the Parties, the Customer must make available to Matooma all information and documents in its possession that Matooma may require in connection with the performance of the Services.
In the absence of reservations expressly given by the Customer upon receipt of the Services, these are deemed to be conform with the order, both in quantity and quality. The Customer has a period of 48 working hours from the activation of the Services to issue, in writing, any reservations (with all relevant supporting documents) to Matooma.
Matooma shall deal with such reservations as soon as possible and at its expense. In the event that the non-conformity which gave rise to the submission of a reservation by the Customer cannot be attributed to Matooma, it will be deemed to result from an issue with the Technical Environment, for which Matooma cannot be held liable.
ARTICLE 8 – GARANTIES FROM MATOOMA
Matooma guarantees :
- That the Services comply with the contract defining them and that they are carried out in accordance with good engineering practice by qualified personnel;
- To use its best efforts to ensure that its technical decisions and their implementation allow it to ensure compatibility of the Services and the Communicating Terminals;
- To provide advice which Services are most appropriate in relation to the Customer's expressed need for connectivity.
Matooma does not guarantee :
- The absence of interruptions to network coverage caused by, amongst other causes, maintenance, improvements, redevelopment or extension of the Network's facilities;
- The absence of electromagnetic wave propagation hazards;
- The termination of the license to use the M2Mmanager on the decision of the public authority or of a chance event outside of the control of Matooma;
- Services rendered by independent service providers, to which the Customer may have access; any claims concerning these benefits must be addressed directly to the providers who have made them;
- Any malfunction of a Network or Matooma’s Services (including M2Mmanager) which are caused by the Customer’s deliberate or accidental misuse of the Services or a Network;
- That data transmitted via the Internet will be free of computer viruses;
- The integrity of the information transmitted between the Communicating Terminal and the Technical Environment, as Matooma exercise no control, in any form whatsoever, on the content, nature or characteristics of the data carried;
- That it will be able to supply the Services where there is Abnormal Use;
- To prevent damage of any kind whatsoever, which the Customer or any third party may suffer, due to a defect in the design, manufacture, failure or malfunction of the Communicating Terminal or the SIM Card that remains the property of the Operator.
- The outgoing GSM voice communication service to call a premium rate number including short and special numbers and whose root is including a 08 and any satellite number will not be guaranteed. In case of use of this service, the Customer will be billed at the current rate applied by the telecommunication operators.
The Services are part of a particularly complex field of technology, in the present state of knowledge, dependent and limited by the technical possibilities offered by the Operators. As such, Matooma does not guarantee continuous or error-free operation of the M2Mmanager.
Customer acknowledges and agrees that:
- Technical performance and response times for consulting, querying or transferring information or content via the Services are not guaranteed, unless otherwise stated;
- The transmission of data on the Network (which includes heterogeneous networks with different characteristics and capacities and which are sometimes saturated at certain times of the day) enjoy relative technical reliability;
- Disruptions, whatever their nature or importance (unavailability and / or total or partial interruption of all or part of the services of access or use of the Networks, etc.) may prevent the Customer from accessing the Networks and therefore using the Space and / or the M2Mmanager and / or the Services without Matooma’s involvement.
As a result, Matooma cannot guarantee the reliability of transmissions, access time, display times, absence of network interruptions and / or restrictions, data loss cases, display errors, and in general, the technical performance of access to the M2Mmanager related to the Networks.
ARTICLE 9 – CUSTOMER OBLIGATIONS
Where the Customer gives access to his own data and / or software via the Internet, he shall take all appropriate measures in order to maintain availability, integrity and confidentiality, in particular by protecting them from contamination from possible viruses.
The Customer shall:
- Use the Services as a reasonable person would and refrain from any Abnormal Use;
- Not use (or authorize a third party to use), knowingly or negligently, the Services to transmit or receive information of any kind, in violation of the laws and regulations in force (particularly in any way that could be deemed to be threatening, defamatory, offensive, violating confidentiality commitments, violating property rights, participating in or perpetrating acts of attack or violence and / or disrupting public order);
- Not knowingly or negligently transmit any electronic and / or logical element via the Services which would cause, or is likely to cause, damage of any kind to the Network or other Internet users;
- Respect the instructions for using the Services.
- The Customer will indemnify and hold harmless Matooma against any and all claims, claims and suits that may be brought by the Customer’s contracting parties or any third party on any basis whatsoever in connection with its use of the Services. In this respect, the Customer shall indemnify Matooma for costs and damages imposed against it.
- This provision is without prejudice to Matooma's right to terminate the Implementation Agreement and / or the Application Agreement (s) or to seek redress for any prejudice.
ARTICLE 10 - LIABILITIES
Matooma is under an obligation of means to provide the Services requested by the Customer, unless expressly provided otherwise.
To the fullest extent permitted by Applicable Law, the limitations and exclusions of liability set forth herein apply regardless of the basis of liability.
Matooma can not be held responsible for:
- Indirect and / or consequential damages (including, without limitation, loss of production, loss of business, loss of profits or contracts, loss or corruption of data, loss suffered by Customer of Customer or other third party , alteration of the Customer’s brand image, loss of value of goodwill and other similar losses) of any kind whatsoever;
- Damages which could have been avoided if the Customer had exercised due care;
- Abnormal Use of Services by the Customer;
Matooma is liable for direct personal damages of the Customer, certain and proven to be attributable to it within the following limits:
- The total liability of Matooma may in no case exceed the amount actually paid by the Customer for the Services during the last three (3) months of invoicing preceding the event giving rise to liability;
- Any action, legal or otherwise, relating to Matooma's liability may only be brought within two (2) years after the occurrence of its operative event.
Matooma negates and disclaims any liability for any use of the Services after the termination of the Framework Agreement.
Matooma may not be held liable for any disputes arising out of the Agreement between the Customer and third parties.
Any failure by the Customer to honor its obligations referred to in Article 9 "Customer Obligations" may engage its liability towards Matooma.
If the Customer uses the Services for the purpose of processing personal data, it must:
- Comply with all legal and regulatory provisions applicable to such processing and in particular the provisions of the French law n ° 78-17 of 6 January 1978 relating to data processing, files and freedoms;
- Will indemnify and hold Matooma harmless from and against all claims losses, liabilities, damages incurred, costs and expenses (including without limitation reasonably incurred legal and other professional costs and expenses) incurred by Matooma and arising out of any actions, suits or proceedings brought by a third party against Vodafone as a result of Customer's non-compliance with local law or regulation
Matooma shall use all reasonable technical means to ensure the security and confidentiality of the Customer's data.
ARTICLE 11 - SUSPENSION OF SERVICES
Matooma reserves the right to suspend the Services in whole or in part:
- In the event of total or partial non-payment of an invoice, after a letter of formal notice has been sent, if no payment has been received by Matooma after a period of five (5) working days from the receipt by the Customer of the letter of formal notice, (including in the case of payment by a third-party, if the third-party fails to meet its payment obligation);
- In case of Abnormal Use, without notice;
- In the event of failure by the Customer to fulfill any of its obligations, after a letter of formal notice has been sent to the Customer and a period of ten (10) working days has passed during which no amicable solution can be agreed.
The Customer shall be notified of any suspension by Matooma using any means, as soon as practicable.
In the cases referred to in this article, the Customer remains obliged to the obligations of the article "Obligations of the Customer".
The reinstatement of the Services results in the invoicing of "return to service" charges.
In addition, Matooma may also require the Customer to provide any new warranty that it may deem useful.
In the event that the Customer fails to fulfill its obligations within twenty (20) working days of receipt of the formal notice to correct the default, unless the shorter period indicated in the letter of formal notice , Matooma may terminate the Agreement in whole or in part, in accordance with article 12 "Termination".
ARTICLE 12 - TERMINATION
12.1. Termination of the Framework Agreement
12.1.1. Strict liability termination for breach of terms
In the event of Abnormal Use by the Customer, Matooma may terminate the Framework Agreement immediately without notice to the Customer.
In the event of non-performance by the Customer of its obligation to pay an invoice for the Services under the Framework Agreement or an Implementation Agreement, and that such failure to pay continues for a period of eight (8) calendar days following a formal notice sent by registered letter with acknowledgment of receipt to the Customer, Matooma may automatically terminate the Framework Agreement and any related Implementation Agreements.
A termination of this Framework in accordance with this section is without prejudice to any damages that Matooma may claim as a result of any breaches by the Customer.
12.1.2. Termination for convenience
Throughout the term of the Framework Agreement, each Party may terminate the Framework Agreement at any time, in advance and without compensation, subject to two (2) months' written notice.
Each Party may cancel its request for termination of the Framework Agreement by written notice to the other Party. However, this cancellation can not take place in the 24-hour period preceding the effective termination date. From the time the notice is sent to the date the Framework Agreement is cancelled, the Customer remains liable for sums due in respect of the Services.
12.2. Termination of Implementation Agreements
12.2.1. Strict liability termination for breach of terms
In the event of abnormal use, default or non-compliance with the terms of an Implementation Agreement applicable to one of the Parties, the other Party shall give notice to the other party by registered letter with acknowledgment of receipt to remedy it within an agreed period, or within the period indicated in the letter of formal notice which shall not be more than thirty (30) working days and not less than five (5) working days.
If the object of the notice is not resolved within the prescribed period, the Implementation Agreement may be terminated by the notifying Party without further notice and without prejudice to any damages and interest to which the notifying Party may be entitled by virtue of the breach.
If the consequences of the breach of one of the Parties are manifestly irreparable, the other Party may terminate the Implementation Agreement without prior notice by registered letter with acknowledgment of receipt.
12.2.2. Termination for Convenience
Throughout the term of an Implementation Agreement for an indefinite period, the Customer may cancel said Implementation Agreement at any time, in advance and without compensation, subject to two (2) month’s prior notice.
Any notice given under this Article, giving notice of any breach, shall indicate that, in the absence of a determination of the breaches found, the Agreement shall be terminated in accordance with the provisions of Article 12 thereof.
12.3. Effects of the termination
In the event of termination of the Framework Agreement, any related existing Implementation Agreements shall continue to run until their term expires and the Framework Agreement shall continue to apply during the lifetime of any related Implementation Agreements.
Early termination of an Implementation Agreement will not trigger the automatic termination of the Framework Agreement.
In the event of termination for convenience, Matooma shall cooperate with Customer to terminate all or part of the Framework Agreement and / or Implementation Agreement in the most coordinated manner possible, without interruption of service up to the effective termination of the Services.
Upon termination of the Implementation Agreement, Matooma shall make a final audit of the Services performed between them and shall determine the value of any outstanding payments resulting from such audit within one month of the date of termination.
Termination of the Agreement in whole or in part shall not in any way release the Parties from any obligations arising prior to such termination and shall not terminate the provisions of the Agreement which by their nature shall survive.
12.4. Collective process
In the event that a collective lawsuit is brought against the Customer, Matooma may terminate the Agreement:
- After one (1) month from the date that a formal notice has been sent to the administrator without response to take part in the lawsuit of the Agreement;
- The day on which the other Party is informed of the decision of the administrator not to proceed with the Agreement;
- On the date of the judgment to initiate the collective lawsuit if permitted by the relevant law or regulation.
ARTICLE 13 - FORCE MAJEURE
Access to the Services may be suspended in the event of a case of force majeure.
The following are to be understood as cases of force majeure, all facts or circumstances which are unstoppable and beyond the control of the Party invoking it, including but not limited to:
- Interruptions in the operation of the Networks or the Internet, without prejudice to any other provision of the Agreement;
- Natural events (lightning, fire, flooding, earthquakes, etc.);
- Acts of war;
- Riots ;
- Attacks ;
- Internal or external strikes or labor disputes;
- An order of a public authority imposing the total or partial suspension of the Networks under the conditions laid down by the legislation and regulations in force.
In the event of force majeure, the Agreement may be terminated by the party availing itself of it with immediate effect, without the other party being entitled to any indemnity.
ARTICLE 14 – APPLICABLE LAW AND COMPETENT JURISDICTION
The Framework Agreement is subject to French law.
Any dispute relating to the Framework Agreement and its consequences, in particular as to its interpretation, execution or termination, shall be submitted to the Commercial Court within the jurisdiction of Matooma's registered office, which is expressly granted jurisdiction notwithstanding plurality of defendants, appeal on guarantee, including on request or emergency procedures.
ARTICLE 15 - GENERAL TERMS
15.1. Communications / Notifications
The exchange of documents and notifications between the Parties shall be effected at the respective headquarters of the Parties or at such other address as the Parties may designate on a case-by-case basis. Notifications by registered letter with acknowledgment of receipt shall be effective on the date of receipt of the registered letter, and at the latest three calendar days after posting.
15.2. Modifications / Indivisibility
The Agreement represents the entire agreement of the Parties and supersedes all previous communications, contracts and undertakings relating to the subject matter hereof, except as regards to any confidentiality agreement previously signed between the Parties.
No-one may amend, modify or waive any provision of the Agreement in the absence of a written document signed by both Parties.
15.3. Unavailability / Assignment of the Framework Agreement
All or part of the rights and obligations arising from this Framework Agreement cannot be transferred or assigned by the Customer to a third party without the prior and express written consent of Matooma.
Notwithstanding the foregoing, Customer shall have the option to request the assignment of the Subscription originally entered into between Matooma and the Operator in any situation where Matooma's ability to perform its contractual obligations is clearly compromised, such as in the event of a total or partial cessation of activity, or in the event of the commencement of a judicial administration or judicial liquidation procedure).
The Customer authorises Matooma to present it to the public as a user of the Services.
The Customer acknowledges and agrees that Matooma (including its subsidiaries and partners) may list its company name, logo and description of its activity as a reference in a customer list which may be disseminated for purposes of prospecting and promotion both internally and externally, by all means and in particular within any communication services to the public by paper or electronic means.
15.5. Independance of the Parties
The Customer must use the Services in the course of its professional activity. It operates as an independent trader, both vis-à-vis Matooma, as well as its own customers.
As such, the Customer must not make any commitment in the name and / or on behalf of Matooma, without having obtained its formal, written and prior agreement.
The Customer must take out civil liability insurance for the duration of the Agreement to cover any damage resulting from its use of the Services and must provide a certificate to Matooma upon request.
15.6. Scope of the clauses
Should any part or all of any provision of this Framework Agreement be deemed void and of no effect, the Parties shall endeavor within a period of two (2) months from the date of the judicial decision to reach agreement on the terms of a clause or part of an equitable clause that could replace the one that has been declared null and void.
In the absence of a signature by the Parties of an amendment to this Framework Agreement, after the expiry of this period of two (2) months, the purpose of which is to remove the clause or part of a clause deemed void, while maintaining as far as possible the present purpose and meaning of the Framework Agreement, the clause shall be deemed null and void without prejudice to the other clauses of this Framework Agreement.
15.7. No waiver
Failure to exercise or delay in exercising the rights provided for in the Framework Agreement shall in no case constitute a waiver of the exercise of these rights or a waiver of any other right.
15.8. Change of circumstances
In the event of a change in the economics of this Framework Agreement which would prevent either Party from applying or giving effect to any of its obligations, the Party concerned shall notify the other without delay. The Parties shall thereafter agree to replace the provisions of the Framework Agreement which shall be unenforceable by provisions as close as possible thereto so that the Framework Agreement shall, to the fullest extent possible, continue without interruption.
This Framework Agreement shall be interpreted in accordance with the following principles:
- The headings of the articles should not be taken into account for the interpretation of the Agreement;
- Any definition of the Framework Agreement shall have the same meaning whether in the singular or plural form;
- The reference to a person includes successive transferees and successors in accordance with the terms of the Framework Agreement;
- The reference to a document refers to that document, as it may be amended, replaced by novation or supplemented;
The appendices form an integral part of the Framework Agreement and have the same legal force as the other stipulations of the Framework Agreement.
15.10. Use of electronic communications
The Parties agree that they will carry out numerous exchanges of communications in electronic form.
Having regard in particular to these practices and the existence of the principle of equivalence between electronic and paper documents established by the legislature, they agree not to call into question the reliability of any document, information or exchange, for the sole reason that it is via electronic means.
The Parties waive the requirement for proof of original paper-based documents. However, this presumption of reliability of electronic documents can be countered by the demonstration of unreliability, in particular as a result of proven errors.
It is specified that the requirement of plurality of originals is deemed to be satisfied by the use of any electronic signature process via the Docusign platform which allows each Party to have a copy on file and to have access to it, which each of them recognises.
15.11. Provisions of Articles 1127-1 and 1127-2 of the Civil Code
The Parties agree that the application of Articles 1127-1 and 1127-2 of the Civil Code to this Agreement is expressly rejected.
ARTICLE 16 – PROTECTION OF PERSONAL DATA
In the context of performance of this Contract, Matooma undertakes, in its capacity as data controller, to comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter the “Regulation”) and the French Data Protection Act, Law No. 78-17 of 6 January 1978 (hereinafter the “Law”), as amended by Law No. 2018-493 of 20 June 2018 relating to the protection of personal data.
16.1. Processing the User’s personal data
The purpose of the personal data collected from the User is to provide M2Mmanager services, improve said services and maintain a secure environment. More specifically, data is processed for the following purposes:
- Access and use of M2Mmanager by the User;
- Managing the functioning of and optimising the platform;
- Organising conditions for use of payment Services;
- Verifying, identifying and authenticating data communicated by the User;
- Sending commercial and advertising information, based on the user’s preferences.
16.2. Personal data retention period
In accordance with the storage limitation principle, Matooma processes the personal data of Data Subjects during the period that it is strictly necessary given the purposes set forth in Article 16.1 of this Contract.
The User’s personal data is kept and processed for as long as the User remains registered on and continues to use the M2Mmanager platform, i.e. until the end of the contract and consequent erasure of the account.
The above-mentioned retention period is defined without prejudice to applicable statutes of limitations or the expiry of ordinary and extraordinary remedies.
16.3. Matooma’s undertakings
In the context of performance of this Contract, Matooma may collect personal data from Users using M2Mmanager. In order to do so, in accordance with the Law and Regulation, it undertakes to:
- Collect and process the User’s personal data in accordance with the purposes of the Services;
- Preserve the security, integrity and confidentiality of the User’s personal data when it collects and saves said data in the context of performance of the Contract;
- Not to communicate the User’s personal data to any third party whatsoever, excluding any third parties to which it is strictly necessary to communicate personal data for the performance of the Services.
16.4. Transfer of personal data to countries outside the European Union
Given that Matooma’s activity is international, the User’s personal data may be transferred to the United States and Canada.
Personal data is transferred to these countries in accordance with the provisions of Articles 44 to 50 of the Regulation and 68 and 69 of the Law.
In the context of use of the M2Mmanager Platform, the User authorises Matooma to transfer, store and process his data to and in the United States. The laws in force in this country may differ from laws applicable in the European Union.
By using the M2Mmanager platform, the User agrees to the transfer of his personal data to the United States and Canada.
In accordance with Article 45 of the Regulation, the United States and Canada have legislation ensuring a suitable level of protection so that personal data can be transferred to these countries without any specific authorisation.
16.5. Security and confidentiality
Matooma implements the organisational, technical, software and physical measures regarding digital security to protect personal data from unauthorised alteration, destruction and access. Nonetheless, it should be noted that the Internet is not a completely secure environment and Matooma cannot guarantee the secure communication or storage of data online.
16.6. Exercising of the rights of Users whose personal data is processed
In accordance with the Regulation and the Law and in the context of use of the M2Mmanager platform, a User whose personal data is processed is entitled to exercise the rights set forth below with respect to Matooma:
- Access personal data held by Matooma about him;
- Request rectification and erasure of his personal data; in this respect, Matooma recommends that the User notifies it of any changes to his personal data;
- Request erasure of his personal data, provided that it is no longer necessary for the purpose for which Matooma needed to process it.
- Request restriction of the processing of his personal data, which in some cases means that the User can ask Matooma to temporarily suspend the Processing of his data.
- If the User has given his consent for the Processing of his personal data for any particular purpose, he is also entitled to withdraw it at any time.
- Where the Processing is based on consent or the performance of the contract, the User may also request portability of his personal data. This means that it is possible to receive the data provided to Matooma, in a structured, commonly-used and machine-readable format, in order to transfer said data to another Data Controller.
- Where the Processing is based on Matooma’s legitimate interest, the User is also entitled to object to said Processing.
In order to exercise the aforementioned rights, the User must send his request by post to Matooma, accompanied by a copy of a valid form of identification, to the following address:
Société MATOOMA, Le Liner, ZAC de l’aéroport de Montpellier Méditerranée, Entrée 2 SIS – 2630 Avenue Georges Frêche – 34470 PEROLS.
Or by writing to the Data Protection Officer at the following email address: notificationDPO@matooma.com
Matooma will respond to the request within one month as from the date it is received by its services.
Independently of the above-mentioned rights, the User benefits from the right to make a claim to the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés) appointed as lead supervisory authority.
16.7. Modification of this clause
MATOOMA reserves the right to make any amendment to this clause regarding the protection of personal data at any time.
 The European Commission authorises the transfer of personal data to American companies respecting the requirements of the “Privacy Shield” adopted on 1 August 2016;
The European Commission recognised, under directive 95/46/EC of 24 October 1995, the adequate nature of the level of protection in Canada, for the processing subject to the Canadian “Personal Information Protection and Electronic Documentation Act”.
IMPLEMENTATION AGREEMENT «MACHINE TO MACHINE CONNECTIVITY»
In application of the Framework Agreement " MACHINE TO MACHINE SERVICES" whose terms apply to this agreement (hereinafter the "Implementation Agreement").
Capitalised terms and expressions expressly defined in this Application Agreement shall have the meanings given to them in the relevant section or paragraph where these terms and expressions are used for the first time.
Terms and / or expressions beginning with a capital letter and not expressly defined in the article or paragraph where the term and / or expression are used for the first time will, depending on the context, have the meaning ascribed to them in the Framework Agreement.
ARTICLE 1 - PURPOSE
The purpose of this Implementation Agreement (the “Agreement”) is to specify the terms and conditions for the provision of the Services defined in Article 2 "Provision of SIM Cards and Subscriptions" for the benefit of the Customer.
ARTICLE 2 - PROVISION OF SIM CARDS AND SUBSCRIPTIONS
2.1. Ordering SIM cards
Matooma must process the Customer's SIM card orders.
Orders are placed via an e-form accessible on the M2Mmanager. In case of temporary unavailability of the M2Mmanager, the order can be sent by email to - email@example.com. The order email should then specify:
- The number of SIM cards;
- The desired Operator;
- The references of the Framework Contract and the Implementing Contract.
Matooma will acknowledge receipt of this order by email within two (2) working days from its receipt.
If the order concerns less than one thousand (1000) SIM cards, Matooma will send them within three (3) working days from the date the confirmation email is sent.
In the event that the delivery of the SIM cards can not be ensured, Matooma must inform the Customer of the number of SIM cards or the type of SIM cards (substitute SIM cards) that can be delivered to it. This information shall be communicated by e-mail within three (3) working days of the issue of the aforesaid acknowledgment of receipt.
Where this is the case, the Customer can cancel the order by return email within three (3) working days. Failing this, the partial delivery is deemed accepted by the Customer.
In any case, the delivery of SIM cards can only take place if the Customer is up to date with all of its obligations to Matooma.
2.2. Use of SIM cards
2.2.1. General terms
The ready-to-use SIM card provided to the Customer by Matooma, allows for the sending and receiving of both national (in metropolitan France) and international data communications.
The SIM card, placed under the control of the Customer, remains the exclusive, nontransferable and sole property of the Operator who can replace it at any time:
- At its own initiative;
- At the request of the Customer in accordance with the tariff conditions referred to in Annex 1 of the Commercial Offer and updated regularly;
- On the proposal of Matooma accepted by the Customer.
The Customer is solely responsible for the use and retention of the SIM card and must ensure that its use conforms to the terms of this Agreement.
2.2.2. Prohibited uses
Unless otherwise expressly agreed by Matooma, the Customer must not:
- Duplicate and / or modify the SIM Card;
- Use it to change the routing of an Electronic Communications service on a Network.
- to use, regardless of the Telecommunications Operator, the outgoing GSM voice communication service to call a premium rate number whose root is including a 08 and any satellite number.
- to use, regardless of the Telecommunications Operator, the premium SMS message communication service.
In the event of a contrary use of the SIM Card, Matooma reserves the right to suspend the Services attached to the relevant SIM Card without prior notice.
Any fraudulent use of the SIM Card and / or contrary to the Contract is the responsibility of the Customer.
2.2.3. In case of loss / theft
In the event of loss or theft of the SIM card, the Customer must:
- Inform Matooma immediately and by any means;
- Report the loss or theft to the appropriate authorities (police or consular);
- Send, within 48 hours of the declaration to the appropriate authorities, an e-mail to Matooma including a copy of the receipt of said declaration.
The Customer is solely responsible for the use of the SIM cards that have been placed under its control and for the payment of all communications made before they are taken out of service, without exception.
The liability of the Customer for the period between the loss or theft and the deactivation of the SIM card,, is removed as of the date of reception by Matooma of the notification by email.
In the event of a dispute as to the deactivation date, it shall be deemed to have been effected on the date of receipt by Matooma of the e-mail notification referred to above.
The Customer also has the option of submitting a request to disable a SIM card via M2Mmanager, at which point any billing relating to the SIM card ceases.
In the event of deactivation under the aforementioned conditions, subscription fees and any Services will not be invoiced.
Matooma cannot be held responsible for the consequences of intemperate objections of any kind.
Matooma cannot be held responsible for the consequences of a request to deactivate a SIM card that is incorrect or does not emanate from the Customer.
The reinstatement of the Services following issuance by Matooma of a new SIM card following a theft or a loss gives rise to the invoicing of the activation of the new SIM card according to the conditions set out in Appendix 1 of the Commercial Offer.
2.2.4. Suspension of Service by the Customer
The Customer may suspend, for any reason whatsoever, the Service of one or more Subscriptions via the M2Mmanager for an indefinite period.
The Customer may either terminate the suspended Subscription(s) in accordance with the terms and conditions of Article 6 of this Agreement or proceed to the restoration of the Service of all or part of the Suspended Subscriptions via the M2Mmanager. The reinstatement of the Services subscribed after suspension shall give rise to the invoicing of a return to service charge for each Subscription.
The Customer shall pay all amounts invoiced in respect of his Suspended Subscriptions as well as those relating to the Services and / or options that may have been subscribed to during the suspension period.
2.2.5. Effective Date of Subscription
This Agreement shall take effect upon the date of its signature.
However, only the activation of the SIM cards by the Customer, which is left to his / her sole discretion, will commence the billing of the Subscription in accordance with the provisions of Article 4.1.
ARTICLE 3 - DURATION
This Agreement is concluded for an indefinite period, starting from the date of the last signature, unless otherwise specified in Appendix 1 of the Commercial Offer.
However, Subscriptions are accepted for a minimum and irrevocable period of one (1) month from the activation of the SIM Card (the "Minimum Period").
ARTICLE 4 - FINANCIAL PROCEDURES
As soon as a SIM card is activated, the first invoice is created by adding together the entire subscription activation month and the following month. However, any month during which a SIM card is deactivated is not invoiced to the Customer.
The Customer is reminded that is responsible for the payment of any extra charges invoiced by the Operator, whatever their nature:
- When using a number whose root is a 08 in the context of the outgoing voice communication service; and
- Any other outgoing voice communication services relating to SIM cards, and
- More generally in case of Abnormal Usage by the Customer.
For Services invoiced by reference to a pre-determined duration, their invoices are due in full at the beginning of the pre-determined duration.
4.2. Meter pricing
Subscription pricing can be determined on the basis of the data usage of the Communicating Terminal to the meter, that is to say according to the actual data usage of the Communicating Terminal.
4.3. Profile Pricing
Subscription pricing can also be determined on the basis of one or more pre-determined monthly consumption profiles of the Communicating Terminal (hereinafter referred to as the "Profile (s)") in Annex 1 of the Commercial Offer.
A Profile defines, for a Subscription, a monthly consumption ceiling per type of Electronic Communication (hereinafter the "Ceiling").
All Ceilings under the same Profile in respect of Subscriptions subscribed by the Customer to the same Operator are accumulated in order to constitute the overall monthly consumption ceiling for a specific Profile of the Customer with the said Operator (hereinafter referred to as the "Ceiling by Profile and Operator ").
The Ceiling by Profile and Operator is therefore constituted, for each type of Electronic Communications, of the Ceiling multiplied by the number of Subscriptions with the same Profile and Operator.
Thus, the Customer benefits from a monthly pooling of all the consumption of subscriptions with the same profile with the same Operator. Consequently, for the same Operator, the monthly consumption of Subscriptions below the Ceiling will not be the subject of any additional costs for the Customer.
In the case of monthly subscriptions of Subscriptions with an identical Profile subscribed to the same Operator exceeding the Ceiling of a Profile and Operator (hereinafter referred to as the "Excess"), the Customer will be invoiced for the Excess as set out in Annex 1 of the Commercial Offer.
1. Subscription Profile – Type 1
2. Subscription Profile – Type 2
3. Number of Subscriptions subscribed by the Customer
Total : 6 Subscriptions split as following by Operator
- Orange: 1 Subscription with a Type 1 profile and 2 Subscriptions with a type 2 profile.
- SFR: 2 subscriptions with a Type 1 profile and 1 subscription with a Type 2 profile
4. Ceiling per Profile and Operator
5. Example of Actual Monthly Consumption of Subscriptions and Sharing on SMS
ARTICLE 5 - RESPONSABILITY
Matooma must use its best efforts to deliver the SIM Cards to the Customer within the agreed time.
However, if after eight (8) working days after the agreed delivery date, the SIM cards have not been delivered for any reason other than force majeure or due to the fault of the Customer, the order can be retracted at the Customer's written request.
The monies paid by the Customer to Matooma will then be returned to him without delay, excluding any compensation or deduction.
ARTICLE 6 - TERMINATION OF THE IMPLEMENTATION AGREEMENT
Once the Minimum Period of this Agreement has expired, the Customer has the right to cancel the Subscription concerned, via the M2Mmanager, with a minimum of two (2) business days notice.
Upon termination of this Agreement, Customer shall pay to Matooma, in addition to any sums due on the day of termination, an amount equal to the total amount of Subscription Fees due for the Minimum Period.
If the Customer unilaterally wishes to effect an early termination during the Minimum Period, he will have to pay an amount equal to the amount of the fees of the current Subscription remaining until the expiry of the Minimum Period. In such event, the termination may take effect at the end of the Minimum Period.
IMPLEMENTATION AGREEMENT « MATOOWAN »
In application of the Framework Agreement “MACHINE TO MACHINE SERVICES” the capitalised terms of which apply to this Implementation Agreement.
ARTICLE 1 - DEFINITIONS
Subscription: licence to use MatooWan, as granted to the Customer by Matooma.
APN: identifier used by the Customer to log in to the Networks via MatooWan.
Core Network: part of MatooWan for which Matooma has full control of the data streams, which presents certain security guarantees.
Incident Report: request submitted by the Customer intended to notify Matooma of Incidents encountered.
Suppliers: technical partners providing the connectivity between the Communicating Terminal and the Core Network and/or the hosting of Customer data.
Opening Hours: hours during which the Services set out in this Application Contract are available, i.e. from 09:00 to 18:00 (Central European time) every day from Monday to Friday, except public holidays.
Premium Opening Hours: hours during which the Services set out in this Application Contract are available, i.e. from 09:00 to 18:00 (Central European time) every day from Monday to Friday.
P1 Priority Incident: refers to an Incident resulting in a total failure, major failure or degradation of infrastructure performance, causing a decrease in service availability of all production SIM cards. Consequently, the customer cannot access or use the service, as indicated in the M2M service description and the supplier can reproduce this incident outside of maintenance periods.
P2 Priority Incident: refers to an Incident resulting in a failure or significant degradation of infrastructure performance, causing a decrease in service availability of a significant number of production SIM cards and the supplier can reproduce this incident outside of maintenance periods.
P3 Priority Incident: refers to an Incident resulting in a failure or significant degradation of infrastructure performance, causing a decrease in service availability of the production SIM cards and the supplier can reproduce this incident outside of maintenance periods.
P4 Priority Incident: refers to an Incident resulting in a minor failure or degradation of infrastructure performance, causing a decrease in service availability of a few production SIM cards or localized test cards and the supplier can reproduce this incident outside of maintenance periods.
Matoowan: resilient and redundant infrastructure used for secure data exchange. Data streams are secured from the point of interconnection between the Operator's infrastructure and MatooWan through to the point of interconnection with the Technical Environment.
Ticketing Tool: a computerised tool provided by Matooma, dedicated to Incident tracking, which enables the Customer to report an incident and obtain a follow-up of the actions carried out by Matooma in response to this Incident in accordance with its contractual undertakings.
Commercial Proposal: refers to the document signed electronically by the Parties formalising their reciprocal contractual undertaking in respect of the pricing conditions of the Matooma Services.
Connection: technical operation carried out by Matooma to connect the Technical Environment to MatooWan.
Response: the solution offered by Matooma in response to an Incident Report. The Response may specifically consist of a specific development or even a work-around solution.
Response: the solution offered by Matooma in response to an Incident Report.
Support: MatooWan technical assistance service detailed in Article 6 of this Application Contract.
ARTICLE 2 - PURPOSE
The purpose of the Application Contract is to specify the terms and conditions for the provision of the services defined in Article 3 ("Services") in consideration of the proper performance of the Customer's obligations.
The Customer hereby acknowledges that, in order to provide the Services, Matooma shall:
- collaborate with separate and independent Suppliers with which it shares resources.
- make its best efforts to obtain satisfactory service quality from them so that Matooma can provide the Services to the Customer .
ARTICLE 3 - SERVICES
The purpose of the Services is for:
- access and use of MatooWan (Article 4);
- connection assistance (Article 5);
- providing Support (Article 6);
- benefiting from the SLA (Article 7).
ARTICLE 4 - ACCESS AND USE OF MATOOWAN
4.1. Subscription effective date
The Subscription shall take effect after acceptance of the Connection referred to in Article 5. Only the signature of the acceptance report shall prompt billing of the Subscription.
4.2. Access and use of Matoowan
The Customer must choose between a dedicated APN and shared private APN, the features of which are detailed in Appendix 1.
ARTICLE 5 - CONNECTION ASSISTANCE
5.1. General provisions
Matooma assists the Customer during implementation of the Connection.
In accordance with this assistance, Matooma shall assign a team of skilled technicians to the Customer with the requisite level of skill and experience.
Matooma shall appoint a single contact person from this team and assign him or her to the Customer. Said contact person shall be responsible for writing progress reports at each stage of the Connection and he or she shall send them to the Customer in a timely manner.
5.2. Connection preparation phase
Before proceeding with the Connection, Matooma sends the Customer a document regarding the statement of requirements for the project.
During this phase, a telephone conversation will be held between Matooma and the Customer in order to address any technical questions relating to the project. Matooma is responsible for drafting the document.
The Customer must provide, via the said questionnaire, accurate, up-to-date, relevant information, written in a readable and intelligible manner.
The Customer must in turn validate this document and return it signed.
Matooma cannot be held liable for any incident or error due to the use of inaccurate or irrelevant information or information that is written in an unreadable or unintelligible manner by the Customer on the questionnaire.
5.3. Connection phase
The Connection is scheduled with a workload of five (5) man days as from when the validated document is sent to Matooma by the Customer.
For a dedicated APN, a timeframe of eight weeks is required for connection of the operator link.
You will find details concerning standard scheduling in MatooWan technical documentation.
5.4. Closure and validation phase
This phase consists of validating:
- the correct operation of the Connection;
- the efficiency of the following interconnections:
- Matooma’s interconnection between the Operator's infrastructure and the Core Network
- interconnection between the Core Network and the Customer's Technical Environment.
This acceptance phase is formalised by the Parties signing a Connection Report.
If reservations prevent delivery of the acceptance, Matooma shall have fifteen (15) days as from the date of issue of the reservations to make the necessary corrections. The lifting of the reservations is tantamount to accepting the Connection and related services.
Signing this acceptance shall prompt billing.
ARTICLE 6 – SUPPORT
6.1. General provisions
Managing Incidents, including Response and Resolution times and the technical research escalation mechanism detailed below, is illustrated in the diagram in Appendix 2.
Matooma shall allocate qualified resources to correct any Incidents in accordance with the timeframes set forth in this Application Contract at the level attributed to the Incident by Matooma.
6.1.1. Standard SLA
During Opening Hours, the Users submit their Incident Reports by e-mail, phone or via the Ticketing Tool available within the M2MManager platform (My Requests tab).
6.1.2. Premium SLA
The Customer has access to a 24/7 on-call service with Premium Opening Hours, i.e. 24 hours a day, 7 days a week, except on 1st May.
During on-call hours (from 18:00 to 09:00 – Central European time), the Incidents must be reported by phone only, using the following number: +33 (0) 4 88 36 07 40.
Users are registered on the questionnaire provided at the time of Connection and the Customer must ensure that user IDs are kept up to date.
6.2. Use of the Ticketing Tool
For ease of monitoring of Incidents and to ensure that they can be accessed 24/7, the Incident Reports made by the Customer or handled by the Support Team will be logged in the Ticketing Tool.
In an Incident Report, the Customer will endeavour to provide all such information as necessary to enable Matooma to determine the Incident level and to diagnose the issue.
Upon receipt of the Incident Report, Matooma may request further information, which the Customer shall endeavour to provide at the earliest opportunity so that the Incident Report can be handled promptly.
6.3. Incident Level and Priority
When Matooma is notified of an Incident Report, submitted by the Customer, it will attribute an Incident level, using the following criteria:
Level 1 – Connectivity
Matooma concludes that the Incident is related to MatooWan connectivity settings.
Response times are guaranteed depending on the incident priority level specified by Matooma.
Level 2 – Architecture
Matooma concludes that the Incident is related to MatooWan infrastructure or the Customer's VPN infrastructure.
Response times are guaranteed depending on the incident priority level specified by Matooma.
Level 3 – Supplier Infrastructure
Matooma concludes that the Incident is related to the Suppliers' infrastructure.
Response times are guaranteed depending on incident priority level specified by KPN, the supplier.
These timeframes are based on Matooma's policy of escalating technical research diagrammed in Appendix 2 of this document.
Each Incident is first analysed at level 1. If there is no Resolution at level 1, the Incident moves up level 2 and if there is no Resolution at level 2, the Incident moves up to level 3.
Consequently, Matooma shall send each Incident Report to the higher technical level if the Incident is not resolved at the qualification level at which it is analysed.
Matooma will make its best efforts to resolve incidents as soon as possible but cannot guarantee resolution timeframes. Matooma shall keep the Customer regularly informed of the verifications.
6.4. Support Scope
Matooma reserves the right to refuse to provide Support in cases when the Incident is due to:
- any change of MatooWan interconnections by or for the Customer without Matooma's express, specific and prior consent;
- any defect stemming from or due to an application or other system set up by the Customer that is not authorised, provided or licensed by Matooma (hereinafter the "Third Party System"), or between one or more Third Party Systems and MatooWan.
Performance issues related to MatooWan that have been identified by the Parties due to insufficient capacity in the Technical Environment not covered by Support.
ARTICLE 7 - AVAILABILITY COMMITMENTS AND SLA
Matooma is to ensure a very high level of availability for the following equipment & associated services:
- Availability rate of MatooWan infrastructure: 99.7% per calendar month
- Availability rate of hosting equipment: 99.99% per calendar month.
- Availability and monitoring rate of VPN links: 99.7% per calendar month.
- Availability rate of KPN infrastructure operator: > 99.5% per calendar month.
- Rate of access to the M2MManager platform (SIM monitoring tool): > 99% per calendar month.
After each Incident, MATOOMA shall prepare up a time-stamped report of all actions taken by Matooma with the availability rates reported sent to the Customer by e-mail.
ARTICLE 8 - TERM
The Application Contract has been concluded for an indefinite term with a minimum period of 12 months and irrevocable, as from the signature of the Connection acceptance report.
After the minimum period of 12 months, the Application Contract may be terminated by giving three (3) months' notice.
ARTICLE 9 - GUARANTEES
9.1. Guarantees given by Matooma
Matooma does not guarantee MatooWan’s continuous or incident-free operation.
Matooma guarantees the security and confidentiality of the Core Network only.
The Customer accepts that Matooma cannot be held liable for more guarantees than those granted by the Suppliers, in particular in the event of:
- any breach of one or more of the Suppliers' obligations;
- a decline in the quality of the Service due to a problem affecting one or more of the Suppliers.
The Customer acknowledges that it is said Customer’s responsibility as well as that of the Suppliers to implement physical and logical security measures to protect the Technical Environment and accessible hardware and software.
The Customer acknowledges that the features and constraints of the Networks do not allow Matooma to guarantee the availability and integrity of data transmissions.
9.2. Guarantees given by the Customer
The Customer guarantees Matooma, at first request, against any de facto and de jure disturbances and any loss due to its use of MatooWan.
The Customer guarantees it has the skills, hardware and software required to use MatooWan.
APPENDIX 1 – FEATURES OF PRIVATE APNs
APPENDIX 2 – INCIDENT MANAGEMENT SLA
1) Escalation diagram Opening Hours 9– Standard SLA
2) Escalation diagram outside of Opening Hours – Premium SLA (as an option)
Last update of the document : 06/17/2019