Version Date: 20 September 2023
Annexure C – Third Party Supplier Terms (Connectivity via ESEYE)
1. Use by the Customer
(a) The Customer must:
(i) provide Kallipr and ESEYE with all reasonably necessary co-operation and access to such information, documentation, data and access to premises, personnel and facilities as may reasonably be required by Kallipr and/or ESEYE in order to:
(A) provide the ESEYE Services; and/or
(B) conduct reasonable security checks on the Customer, where ESEYE reasonably suspects the Customer is causing a material risk to the security of any aspect of the ESEYE Services;
(ii) use the ESEYE Services in accordance with any user guide or other reasonable instructions provided by Kallipr to the Customer from time to time;
(iii) ensure that any Customer Equipment is technically compatible with the ESEYE Services and not harm ESEYE’s network or another customer’s equipment, and is adequately protected by the Customer against viruses and other breaches of security;
(iv) obtain and maintain any necessary approvals or other permissions of any kind necessary for the use of the ESEYE Services;
(v) ensure that it has all necessary right, title and interest in and to the Content, and that it has obtained all consents, licences, permissions and releases necessary to grant Kallipr and ESEYE the right to copy, display, distribute, download, transmit and otherwise use the Content solely as reasonably required to provide the ESEYE Services; and
(vi) comply with all applicable laws and regulations.
2. ESEYE Equipment
(a) To the extent that the Customer is provided with any ESEYE Equipment, the Customer must:
(i) notify Kallipr in respect of any lost, stolen, damaged, destroyed, or unauthorised use of, ESEYE Equipment;
(ii) take adequate precautions to prevent damage to or unauthorised use or theft of ESEYE Equipment; and
(iii) keep the ESEYE Equipment free and clear from all and any claims, liens, charges or encumbrances whether in law or in equity;
(iv) not permit or make any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any ESEYE Equipment; and
(v) not carry out, permit or allow any alterations, enhancements, modifications or attachments to the ESEYE Equipment without Kallipr’s prior written consent, which may be given or withheld in its sole discretion.
(b) The Customer acknowledges and agrees that it shall remain liable for all charges and Losses incurred by Kallipr as a result of the use of any lost or stolen ESEYE Equipment until the later of the loss being reported to Kallipr and, if applicable, the relevant SIM Card barred by ESEYE.
3. ESEYE Materials
(a) The Customer must only allow persons to whom it grants access to the ESEYE Materials (Authorised Users) to access the ESEYE Materials for their internal business purposes.
(b) The Customer must not, and has no right to, grant a sub-license to use the ESEYE Materials to any third party.
(c) The Customer must ensure that its Authorised Users comply with these Terms as if they were the Customer. A breach of these Terms by an Authorised User will be deemed a breach by the Customer.
4. Prohibited Use
(a) The Customer must not, and must ensure its Authorised Users do not, use a SIM Package or allow any third party to use a SIM Package for any improper, immoral, obscene, defamatory, harmful, offensive or otherwise unlawful purposes, including without limitation to:
(i) send, communicate, knowingly receive, upload, download or use any material or make any calls (where relevant) that are offensive, abusive, obscene or are intended to deceive;
(ii) download, possess or transmit in any way, any illegal material;
(iii) engage in criminal, illegal, terrorist or unlawful activities;
(iv) disseminate viruses or other corruptive code;
(v) “spam” or carry out “denial-of-service attacks” on other websites or users via the SIM Package or otherwise; or
(vi) violate or infringe the rights or property of any person, including rights of copyright and any other Intellectual Property Rights, privacy or confidentiality.
(b) Without limiting its obligations in clause 4(a) of these Terms, the Customer must not:
(i) access, store, distribute or transmit any virus or any material during the course of its use of the ESEYE Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
(ii) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the ESEYE Materials in any form or media or by any means.
5. Notifications to ESEYE
The Customer:
(a) acknowledges that Kallipr may be required to notify ESEYE that the Customer receives the Connectivity Services from Kallipr; and
(b) consents to Kallipr making such notification to ESEYE, including consent for Kallipr to transfer such information overseas.
6. Intellectual Property Rights
(a) All Intellectual Property Rights in the ESEYE Services, ESEYE Materials, ESEYE Equipment and all other Intellectual Property Rights arising out of the performance of the ESEYE Services (ESEYE IP) are, and shall remain, the property of ESEYE or its licensors. The Customer acquires no rights in or to such ESEYE IP, except as expressly set out herein or otherwise in the Agreement.
(b) The Customer must, at the request and expense of Kallipr, do, and must use all reasonable endeavours to procure that any necessary third party does, all necessary acts and execute all documents that Kallipr may reasonably request to perfect the right, title and interest of ESEYE in the ESEYE IP.
(c) During the Term subject to the Customer complying with any brand usage guidelines or instructions issued by Kallipr from time to time, Kallipr grants the Customer a non-exclusive, revocable, worldwide, royalty-free, non-sublicensable, non-transferable, sublicence to use the ESEYE Materials to receive the full benefit of the ESEYE Services.
7. Liability
(a) The Customer indemnifies, and agrees to keep indemnified, Kallipr and ESEYE against any Loss suffered by Kallipr and/or ESEYE as a result of the Customer or any Authorised User infringing ESEYE’s Intellectual Property Rights.
(b) Without limiting clause 7(a), the Customer indemnifies, and agrees to keep indemnified, Kallipr against any Loss suffered or incurred by Kallipr as a result of or in connection with any failure by the Customer or any Authorised User to comply with these Terms.
(c) The Customer acknowledges and agrees:
(i) any data on a lost or stolen SIM Card is solely at the Customer’s risk;
(ii) neither Kallipr nor ESEYE shall be responsible for any faults, errors, interruptions, disruptions or any other problems in relation to the SIM Package that are caused either directly or indirectly as a consequence of the use and/or installation of Customer Equipment; and
(iii) neither Kallipr nor ESEYE warrant or guarantee the security of the ESEYE Services against unauthorised or unlawful access or use.
(d) Termination or expiry of the Agreement or these Terms will not affect clauses 6 and 7, or any provision of this document that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms.
8. Additional Suspension and Termination Rights
(a) Without limiting Kallipr’s other rights or remedies under the Agreement (including without limitation termination rights), Kallipr may immediately suspend or disconnect the ESEYE Services if:
(i) Kallipr believes there will be, or is likely to be, a breach of security or misuse of the ESEYE Services by a third party, including without limitation an Authorised User;
(ii) the SIM Package is being used in breach of clause 4(a) of these Terms;
(iii) the Customer breaches any applicable law or regulation in connection with the ESEYE Services;
(iv) any amount payable by the Customer in connection with the ESEYE Services becomes overdue;
(v) in Kallipr’s reasonable opinion, the security or integrity of the ESEYE Services has been, or may be, compromised or is otherwise at risk due to an act or omission of the Customer or an Authorised User; or
(vi) required by a regulatory authority.
(b) Kallipr must promptly provide the Customer with written notice of any suspension under clause 8(a) of these Terms and particularise the details of the same.
(c) To the extent any transitional services are provided to the Customer in connection with the Connectivity Services, Kallipr will be entitled to charge the Customer any reasonable fees for such transitional services.
9. Additional Definitions
(a) Any capitalised terms used in these Terms that are not defined herein will have the meaning given to those terms in the Agreement.
(b) In addition to clause 9(a) of these Terms:
Agreement means the agreement between Kallipr and the Customer pursuant to which Kallipr agrees to provide, or procure the provision of, the Connectivity Services.
Content means the audio, video, film, slides or other images or text (digital or otherwise) either provided to Kallipr, ESEYE or the relevant network operator or transmitted by the Customer through the SIM Package.
Customer Equipment means any hardware, equipment, device or other apparatus which is owned or licensed by the Customer in connection with the ESEYE Services and/or SIM Package.
ESEYE means ESEYE LIMITED a company incorporated in England and Wales under number 06397669 whose registered office is at 20 Nugent Road, Guildford, GU2 7AF.
ESEYE Equipment means any goods or equipment supplied by Kallipr to the Customer which is owned or licensed by ESEYE, including without limitation the physical form of SIM Cards.
ESEYE Materials means any materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, information, programs, software and codes supplied by Kallipr and/or ESEYE in connection with the ESEYE Services.
ESEYE Services means the Connectivity Services and any other services provided by ESEYE in connection with the Customer.
Loss includes any loss, liability, cost, expense and damage (including any fine or penalty) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.
SIM Card means a Subscriber Identity Module containing data either as voice and data or machine to machine data only, which, when used with the Customer Equipment, gives the Customer access to SIM Package.
SIM Package means the provision of cellular, radio or other electronic communication services via SIM Cards.
Term means, for the purposes of this Annexure C, the term during which the Customer receives the Connectivity Services under the Agreement.
Terms means these third party supplier terms for ESEYE, as amended from time to time.