Business terms

These business terms ("Business Terms") apply to purchases of Spidot travel eSIMs and related services by a company, travel agency, airline or other organisation ("Customer", "you") from Switas Tech Inc., 490 Post Street, Ste 500 PMB 2288, San Francisco, CA 94102, USA ("Spidot", "we", "us"), for use by the Customer's employees, contractors, customers or other travellers ("Travellers").

They apply together with each order form, quote or online order that refers to them (an "Order Form") and our Data processing addendum (the "DPA"). If they conflict, the Order Form prevails, then the DPA (for data protection matters), then these Business Terms. Our consumer Terms of service apply to Travellers' use of the eSIMs as end users, except where these Business Terms say otherwise. Resale to third parties is covered by the separate Partner and reseller agreement.

The person accepting these Business Terms confirms that they have authority to bind the Customer. These Business Terms are for business use only; the Customer is not a consumer.

Each Order Form sets out the destinations and plans, quantities, prices, any discounts, the delivery method, the payment terms and any minimum commitment. An Order Form becomes binding when both parties sign or accept it, or when we confirm an online order. We may decline an order, for example if we cannot supply a plan or the Customer does not pass our checks.

Plans, coverage and networks are as described on the relevant plan page or in the Order Form on the date of the order. Availability of plans and networks depends on our wholesale supplier and the mobile network operators, and may change. We will tell you of material changes that affect undelivered eSIMs.

• Prices are as stated in the Order Form, in US dollars unless the Order Form says otherwise.
• Invoicing: we invoice as set out in the Order Form (for example, per order or monthly for eSIMs issued in the month).
• Payment terms: [as agreed in the order form]. Where no terms are agreed, payment is due before delivery, by card or bank transfer.
• Taxes: prices exclude applicable taxes unless the Order Form says otherwise. Where we must charge sales tax, VAT or similar taxes, we add them to the invoice. Each party pays its own bank charges.
• Late payment: if an invoice is not paid when due, we may suspend delivery of new eSIMs and top-ups after giving written notice, and charge interest at 1% per month or the highest rate allowed by law, if lower, from the due date.

If you dispute an invoice in good faith, tell us in writing within 15 days of the invoice date, with details, and pay the undisputed part on time.

We deliver each eSIM digitally as a QR code and activation code, either to the Traveller's email address given by the Customer or to the Customer for onward delivery, as set out in the Order Form. An eSIM is delivered when we send it or make it available in the Customer's account. The Customer is responsible for giving us correct Traveller email addresses and, where it delivers eSIMs itself, for sending them securely and only to the intended Traveller.

Where the Order Form includes it, we provide the Customer with an overview of eSIMs issued, their status and data usage per Traveller.

The Customer is responsible for its Travellers' use of the eSIMs and must:

• make sure Travellers have an eSIM-compatible, carrier-unlocked device and know how to install the eSIM (our install guides can be shared with them);
• tell Travellers about the plan they receive, including that it is data-only unless it is a "Data + calls" plan, its validity and fair use limits;
• make sure Travellers use the eSIMs in line with the fair use and acceptable use rules in our Terms of service, and not resell them;
• give Travellers any privacy information required by law about sharing their details with us, and have a lawful basis for doing so;
• not order eSIMs for Travellers who are residents of Türkiye for purchases from Türkiye, or for any person or destination subject to sanctions;
• keep its account credentials and QR codes secure, and tell us promptly of any suspected misuse.

We provide support for installation and connection problems by email at support@spidot.com, to the Customer's named contacts and, if the Order Form says so, directly to Travellers. We aim to respond within one working day. Any service levels beyond that apply only if set out in the Order Form.

eSIMs that have not been installed may be refunded or credited if the Customer asks within 30 days of delivery, unless the Order Form states otherwise. Where an installed eSIM cannot connect because of a problem on our side that our support cannot fix, we replace it or credit the unused part. Our Refund policy applies in other respects, except that refunds and credits are made to the Customer, not to the Traveller.

Where we process personal data of Travellers on the Customer's behalf (for example, names and email addresses the Customer gives us so that we can deliver eSIMs and report usage), we act as the Customer's processor and the Data processing addendum applies and forms part of these Business Terms. We process personal data of the Customer's own contacts (for example, account and billing contacts) as a controller under our Privacy policy.

Each party will keep the other's non-public business information, including prices and the terms of each Order Form, confidential and use it only to perform these Business Terms. This does not apply to information that is public, already known to the recipient, independently developed, or that must be disclosed by law (in which case the disclosing party will give notice where allowed). These obligations last for 3 years after these Business Terms end.

Each party keeps its own intellectual property. The Customer may use the Spidot name only to tell Travellers where their eSIM comes from. Neither party may name the other as a customer or supplier in public, or use its logo, without written consent.

We will provide the eSIMs with reasonable care and skill and substantially as described in the Order Form. The eSIMs use third-party mobile networks; we do not guarantee coverage in every location, uninterrupted service or any particular speed. To the extent permitted by law, all other warranties, express or implied, including merchantability and fitness for a particular purpose, are excluded.

Neither party limits its liability for death or personal injury caused by its negligence, fraud, wilful misconduct, the Customer's payment obligations, or anything else that cannot be limited by law.

Subject to that: (a) neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, business, goodwill or data; and (b) each party's total liability under these Business Terms in any 12-month period is limited to the fees paid and payable by the Customer under the Order Forms in that period.

The Customer will defend and indemnify us against third-party claims, losses and reasonable costs arising from its Travellers' misuse of the eSIMs in breach of these Business Terms, or from the Customer sharing Travellers' personal data with us without a lawful basis.

These Business Terms apply from the first Order Form until all Order Forms have ended. Either party may end an Order Form with immediate effect by written notice if the other party materially breaches it and does not fix the breach within 30 days of notice, or becomes insolvent. Unless the Order Form sets a fixed term, either party may stop placing or accepting new orders at any time by written notice.

When an Order Form ends, eSIMs already delivered continue to work until their validity ends, and the Customer pays for all eSIMs delivered before the end date. Sections on payment, confidentiality, liability, indemnity and governing law continue to apply.

These Business Terms and any dispute arising from them are governed by the laws of the State of California, USA, without regard to its conflict of law rules. The state and federal courts in San Francisco County, California have exclusive jurisdiction, unless the Order Form provides otherwise. Before starting proceedings, the parties will try in good faith to resolve the dispute through senior contacts for 30 days.

• We may update these Business Terms by giving 30 days' notice. Changes do not affect Order Forms already signed until they renew.
• Neither party may assign these Business Terms without the other's consent, except to a successor of its whole business.
• Neither party is liable for delays caused by events beyond its reasonable control, including network outages.
• Notices must be in writing and sent by email to the contacts in the Order Form; for Spidot, to support@spidot.com.
• These Business Terms, the Order Forms and the DPA are the entire agreement between the parties about their subject matter.

For business orders, Order Forms and invoices, contact us. You can also send an enquiry through our business page.

• Email: support@spidot.com
• Post: Switas Tech Inc., 490 Post Street, Ste 500 PMB 2288, San Francisco, CA 94102, USA
• Contact form: spidot.com/legal/contact