M2M Service Terms

Last updated: 20 September 2018

Background

These M2M Service Terms (Schedule 3) form part of your Master Services Agreement and set out terms and conditions specific to the delivery of M2M Services.

Definitions

Capitalised terms used but not defined in this Schedule 3 are defined in clause 38 of the General Terms. Capitalised terms defined in clause 23 of this Schedule 3 apply to this Schedule 3 only.

1. Commencement of M2M Services

1.1 We will provide the M2M Services to you in accordance with the Agreement, this Schedule 3 and the relevant Service Order.

1.2 M2M Services will commence on the Acceptance Date provided that any pre-Acceptance conditions set out in the Agreement or the relevant Service Order have been met.

2. Ordering M2M Services

2.1 To request M2M Services you must provide a completed Service Order, together with a purchase order or reference number (as applicable), by email to our corporate helpdesk or your Client Manager.

2.2 We may accept, reject or request further information about the Service Order. We will not unreasonably withhold our acceptance of a Service Order. 

2.3 Each Service Order is subject to, and conditional on, the satisfaction of any conditions set out in the Service Order.

3. Term of Service Order

3.1 The Service Order term has effect upon execution by both parties. The term of each Service Order begins on the Acceptance Date of the applicable M2M Services and will continue for the Initial Term unless terminated in accordance with this Schedule 3 or the Agreement.

3.2 On the expiry of the Initial Term we will continue to provide the M2M Services on a month by month basis until:

(a) one party gives 30 days’ written notice that it wishes to terminate the Service Order; or

(b) the Service Order is terminated in accordance with the Agreement.

4. Changes to Service Order

4.1 You may:

(a) prior to the Acceptance Date, submit a change request in relation to a Service Order; or

(b) following the Acceptance Date, submit a change request in relation to a Service Order on 90 days’ written notice,

which may include a change to the M2M Services or a change to the location of any part of the M2M Services. If we agree to the change in writing you will be liable to pay any costs incurred by us with respect to a change in that Service Order. 

5. On-Net Service

5.1 Unless stated otherwise in a Service Order, the M2M Services will be On-Net Services and you will only be entitled to access the M2M Services via the 2degrees Network.

6. SIM cards and Equipment for M2M Services

6.1 We will provide you with SIM cards necessary for you to access the M2M Services and any other Equipment described in a Service Order.

6.2 Any SIM card we issue to you or which otherwise comes into your possession remains our property. You must return it to us in good condition and within 30 days’ of termination of the Service Order or the Agreement, or otherwise if requested by us (whichever is the earlier) and we reserve the right to charge you a reasonable fee if you fail to do so. We may exercise our rights to terminate a Service Order or the Agreement in accordance with clause 16 of the General Terms if you or any Team Member tamper with or modify any SIM card issued by us.

6.3 We will replace defective 2degrees SIM card(s) with new SIM card(s).

6.4 We will either replace or repair (at our discretion) defective 2degrees-supplied Equipment (other than SIM cards) provided that you have notified us of the defect within the Warranty Period.

6.5 Any SIM cards or other Equipment provided by us may only be used to access the M2M Services. Any use of 2degrees-supplied SIM cards or Equipment for any other purpose (including seeking to use the SIM cards or Equipment on any network other than the 2degrees Network) will be a breach of this Schedule 3 by you.

6.6 Unless stated otherwise in this Schedule 3 or a Service Order, you are responsible for providing all equipment required by you to access the M2M Services, and for ensuring such equipment is compatible with the M2M Services and 2degrees Network.

6.7 to be installed to enable you or your End Users to access or use the M2M Services and 2degrees Network. We will not be responsible for the installation or cost of any wiring required to extend a communications termination and/or demarcation point at your or an End User’s Premises.

7. Permitted Use

7.1 You may only use the M2M Services for the Permitted Use stated in the Service Order and for no other purpose.

8. Coverage

8.1 The M2M Services are only available within the coverage of the 2degrees Network.

8.2 Coverage and M2M Services may be adversely affected by radio interference, geographic or atmospheric conditions, outages, maintenance works, over-loading, faults or limitations in your equipment or the device of the person with whom you are communicating, faults or other operational difficulties in the 2degrees Network or any other mobile telecommunications network to which the 2degrees Network is connected, or other circumstances or factors not wholly in our control.

9. Credit Limit

9.1 We may, at our discretion, impose credit limits for your use of the M2M Services. We will try to notify you as soon as possible if we impose any such limits. If you exceed your credit limit we may restrict your use of the M2M Services without prior notice. You will remain liable for all Charges incurred in excess of your credit limit.

10. Your use of the M2M Services

10.1 You must, and you must ensure that each Team Member and anyone else that is using the Equipment or SIM card:

(a) follow our instructions regarding the use of the M2M Services;

(b) comply at all times with the terms of this Schedule 3 and the Agreement; and

(c) use the M2M Services in the way described in any applicable user guide, policy or specific terms and conditions.

11. Content

11.1 We may monitor your usage of the M2M Services and any Content originating from your usage of the M2M Services. We are not responsible for any Content or for any loss whatsoever that you may suffer in connection with your access to any Content that does not originate directly from us.

11.2 You agree that you are responsible for ensuring you have the right to send all Content you send using the M2M Services. We may alter Content that you send using the M2M Services in order to enable the delivery of that Content to the recipient.

12. End Users

12.1 You are solely responsible for any arrangement you enter into for providing services to End User(s) that utilise the M2M Services or 2degrees-supplied Equipment. We are not responsible in any way for any such arrangements. We will not make any changes to the 2degrees Network to accommodate any End User.

12.2 Subject to the Permitted Use, you will not resell, resupply or wholesale any of the M2M Services as a separate service to any End User or other person.

12.3 You will ensure a provision is included in each contract with any End User that:

(a) provides that 2degrees does not provide, grant or confer any benefit, right or privilege on any End User; and

(b) excludes (to the maximum extent permitted by law) all liability of 2degrees and its personnel arising from or in connection with the M2M Services.

12.4 We will not provide any service or support directly to, or otherwise have any dealings with, any End User even if an End User contacts us for assistance.

12.5 You indemnify us against all claims, proceedings, actions, liabilities, damages costs and expenses arising in connection with any services accessed by End User(s) which utilise the M2M Services

13. Lost or Stolen Equipment or SIM card

13.1 You and Team Members must:

(a) keep your Equipment and SIM cards secure at all times; and

(b) contact Customer Care immediately if your, or your Team Member’s, Equipment or a SIM card is lost, stolen, damaged or destroyed or is used or likely to be used without your authority.

13.2 If your Equipment or any SIM card is lost or stolen or used without your authority you will be responsible for paying all Charges incurred prior to and up to the time you advise Customer Care of its loss or theft and request that your Account be suspended, whether or not such Charges are incurred by you or a Team Member. You are also responsible for paying any recurring Charges relating to your Account.   On your request, we will transfer your Account to a replacement SIM card issued to you by us.  We reserve the right to charge a reasonable fee for any replacement SIM card issued to you and for completing any transfer.

13.3 We are not liable for any loss you may suffer as a result of the loss, theft, damage, destruction or unauthorised use of the Equipment, your equipment or any SIM card.  You agree to indemnify us for any loss we may suffer as a result of the loss, theft, damage or destruction of the Equipment or SIM card or any unauthorised use or misuse of the M2M Service, Equipment or SIM card by you or anyone else whether authorised by you or not

13.4 You may request that Customer Care completely or partially suspend your Account to prevent M2M Services from being accessed using any SIM card associated with your Account.  Once your Account is suspended your equipment and any SIM card will not be able to be used to access the M2M Services until such time as you contact Customer Care and request that the suspension is removed. You will remain liable for Charges and the Agreement will continue to apply to you (including your obligation to pay Charges and the expiry dates of any M2M Services).

14. Outages

14.1 We will notify you prior to any scheduled maintenance, planned enhancements or upgrades which may result in a Planned Service Interruption to the 2degrees Network.

14.2 We reserve the right to suspend the M2M Services for any Emergency Maintenance to the 2degrees Network without notice to you. We will use reasonable commercial efforts to provide notice to the extent practicable under the circumstances.

14.3 2degrees personnel will notify you upon completion of maintenance activities and upon confirmation that all M2M Services are fully operational.

14.4 The parties agree that if any party, in its sole discretion, determines that emergency action is necessary to protect its own network the party may block any transmissions path of the M2M Services over its network. Each party will notify the other immediately where such blockage of M2M Services occurs. The parties further agree that none of their respective obligations to one another will be affected by any such blockage except that, if you are affected by such blockage, you won’t have to pay Charges for the M2M Services which have been blocked. No party shall have any obligations or liability to the other party for any claim, judgment or liability resulting from such blockage.

15. Trouble Ticket Procedure for A Service Outage

15.1 The Service Order will specify an email point-of contact for you to report a Service Outage.

15.2 If you believe a Service Outage has occurred, you must notify us of the degradation and initiate an investigation (Trouble Ticket). Responsibility for Trouble Ticket initiation rests solely with you. Once a Trouble Ticket is open, the appropriate 2degrees department will seek to determine the source and severity of the degradation in the M2M Services. If there is a Service Outage the parties will cooperate to restore the M2M Services. If the cause of a Service Outage is a failure of any 2degrees-supplied Equipment or SIM cards we will be responsible for the repair or replacement (in our sole discretion).

15.3 If you report a problem with the M2M Services, but do not reasonably cooperate with us in respect of testing and repair, the M2M Services will be considered to be impaired and not be deemed a Service Outage.

15.4 We will be responsible for performing surveillance of our major systems and the 2degrees Network. However, you may at your expense perform surveillance of the compatibility of the M2M Services provided with the operations of your equipment utilising the M2M Services at the Premises and at the End User’s premises.

15.5 If we dispatch a field technician to your or the End User’s location to perform troubleshooting and:

(a) the problem resides at your or the End User’s equipment or facilities; or

(b) the troubleshooting results in a “No Trouble Found” (i.e. there is no problem with, or degradation of, the M2M Services); or

(c) the failure is due to your or the End User’s  acts or omissions or the acts or omissions of any party for which you or End User is responsible,

you will pay us for the time and materials expended by us at our standard technician rates.

15.6 We will not contact the End User when a Service Outage is detected or for any other M2M Service-related issue unless you direct us to do so.

16. Fair Use Policy

16.1 M2M Services are subject to the Fair Use Policy.

16.2 We may terminate the M2M Services and the Agreement pursuant to clause 16 of the General Terms if you or any Team Member continue to use the M2M Services in breach of our Fair Use Policy after we have requested that you cease doing so.

17. Charges, Billing and Payment

17.1 You will be liable for all M2M Service Charges set out in a Service Order from the Acceptance Date. We will invoice you at the start of each calendar month for the Charges incurred for the use of the M2M Services during the previous calendar month.  When the Acceptance Date falls on a day other than the first day of the month, or the relevant Service Order ends, is terminated or cancelled on a day other than the last day of the month, then the Charges for that month will be determined by prorating the monthly payment by the number of days during which the M2M Services were provided in that month. This clause does not apply to any payment of a one-off fixed Charge under a Service Order which will be payable when due

17.2 We will send your Bill to you and/or make it available to you by email. You can view your Bills at any time by visiting the M2M Portal. Your most recent Bill will be available on the M2M Portal 3 Business Days after we have sent you that Bill. We will not be responsible if your Bill has not been received by you for any reason.

17.3 You must pay the amount set out in your Bill by the Due Date.

17.4 We may change the Charges levied by us for any M2M Service on 30 days’ written notice to you.

17.5 On our request you must immediately pay any Charges in excess of any credit limit on your Account or for any use of the M2M Services that is in breach of the Agreement (including the Fair Use Policy).

17.6 You are liable for all Charges incurred under your Account no matter who incurs them or how they are incurred. For example, subject to clause 13.213.2 of this Schedule 3, you are responsible for Charges relating to anyone else’s use of the Equipment or SIM card, even if the Equipment or SIM card is lost or stolen.

17.7 You are liable for the reasonable costs we incur for collecting any overdue Charges from you.

18. Payment

18.1 We only accept payment of your Bill by credit card, debit card, direct debit or online banking (we do not accept payment by cash, cheque or any other method).

18.2 If you do not pay any Bill by the Due Date we can, without prejudice to any other rights we have, suspend, bar, re-direct or restrict your use of all or any of the M2M Services without giving you prior notice. If we suspend, bar, re-direct or restrict the M2M Services all Charges will continue to apply.

19. Additional Charges

19.1 If payment of the Charges has not been made by the Due Date, we may charge interest on all sums outstanding at the Default Interest Rate until the date we receive full payment of all outstanding Charges and amounts owing. Our right to charge interest is without prejudice to any other rights we have, including our right to charge late payment fees and to recover costs from you under clause 17.7 of this Schedule 3.

19.2 We may charge you a reasonable fee for responding to your request for information about your use of the M2M Services, for Connection(s) to the M2M Services that are dormant, and for providing statements or dealing with unused credit balances.

19.3 We will not be liable for any Charges you incur as a result of your assumption that a particular number is on a particular network (e.g. that a 022 number is held by a 2degrees customer).

20. Billing errors

20.1 If there is a mistake or you dispute an amount on your Bill you must notify us in writing within 45 days of the invoice date. You must pay the full amount of your Bill by the Due Date. If upon our investigation we find that there has been a mistake with your Bill, we will apply any correction to your next Bill.

20.2 We can use any credit balance relating to your Account or use any money we owe you to recover any outstanding Charges.

21. Termination

21.1 We may withhold, suspend or restrict your use of a M2M Service or your Account if we think it is reasonable or necessary to do so, including (without limitation) if we believe any of your equipment may cause interference or if you have failed to meet any of your responsibilities under this Schedule 3.

21.2 Either party may terminate the M2M Services in accordance with the termination provisions contained in the General Terms.

22. Consequences of termination of Connections

22.1 If any Connection(s) to the M2M Service is either suspended or terminated:

(a) we may charge you a reconnection charge before you are able to recommence using the M2M Services and you may need to buy new SIM cards;

(b) you may lose your allocated or selected MPN (unless you have Ported the MPN to another Mobile Provider); and

(c) you must return your SIM card to us if we so request.

22.2 If your Account and/or any Connection(s) to a M2M Service is restricted (as opposed to terminated), you will be able to continue using the un-restricted M2M Services and Charges will continue to apply.

22.3 If you terminate the M2M Services or Service Order due to our breach of the Agreement in accordance with clause 15 of the General Terms, we will not charge you Early Termination Charges, however all other Charges incurred and other moneys due as at the date of termination will be payable.

23. Definitions

23.1 In this Schedule 3, the following meanings:

2degrees Network means the New Zealand mobile following terms have the cellular network through which M2M Services are provided, comprising the mobile cellular network owned and operated by us, as modified, upgraded or expanded from time to time, and that part of the 2degrees Network provided through the National Roaming Agreement.

Acceptance Date means the date on which the Initial Term and the billing commences for the Service which, unless stated on the Service Order, will be the earlier of: (i) when testing following installation of a Service has been successfully completed and you agree that the Service is working properly; or (ii) when you access and utilise the M2M Services under a Service Order;

Bill means an invoice from us containing your Charges for the relevant calendar month.

Content means information, data, communications, images, and sounds, software or any other material contained on or available through the M2M Services whether in physical or machine-readable form.

Default Interest Rate is the Bank of New Zealand’s base commercial overdraft rate on the Due Date, as determined by us, plus 1.5% per month or any other rate notified to you by us.

Due Date means the 20th of the month in which you receive your Bill.

Emergency Maintenance means maintenance which, if not performed promptly by us, could result in a degradation or loss of Service to our customers;

End User means the end user or customer to whom services are provided by you utilising (amongst other things) the M2M Services;

Fair Use Policy means the policy published at www.2degreesmobile.co.nz/fairusepolicy (including any amendments we make from time to time).

Initial Term means the specified term of a Service Order as set out in the relevant Service Order and commencing from the Acceptance Date.

M2M Portal means the online self-service portal you must set up that enables you to manage certain aspects of your Account.

Mobile Phone Number (or MPN) means the unique mobile phone number allocated to each of your Team Members by us or selected by you or a Team Member from our available mobile phone numbers (where this is available).

Mobile Provider means a provider of mobile telecommunications services to consumers in New Zealand.

National Roaming Agreement means an agreement between 2degrees and Vodafone for the supply of national roaming services by Vodafone to 2degrees.

Off-Net Services means the mobile telecommunications services provided by another Service Provider;

On-Net Services means the mobile telecommunications services that are provided entirely by 2degrees over the 2degrees Network and excludes any Off-Net Services;

Permitted Use means the permitted use described in the relevant Service Order.

Point of Termination means the demarcation point and the point at which our responsibility to provide the M2M Services ends and where your or the EndUser’s responsibilities begin.

Premises means the addresses at which the M2M Services are provided, being the demarcation point and the point at which our responsibility to provide the M2M Services ends and where your or the End User’s responsibilities begin.

SIM card means the 2degrees subscriber identity module used with your equipment to enable access to the 2degrees Network and use of the M2M services.

Service Outage means a material disruption or degradation in the M2M Services, excluding degradation or disruption due to a Planned Service Interruption, Emergency Maintenance or Force Majeure.

Service Provider means a provider of mobile telecommunications services in New Zealand other than 2degrees;

Team Member means an individual within your organisation (including your employees and/or contractors) who uses the Services.

Vodafone means Vodafone New Zealand Limited.

Warranty Period means a period commencing upon Acceptance Date and ending the later of: (i) one (1) month after Acceptance Date; or (ii) the date on which we have repaired all defects.

24. Interpretation and order of priority

24.1 In Schedule 3, unless the context requires otherwise, capitalised terms have the meaning given to them: (i) in this Schedule 3; (ii) in the Service Order; or (iii) as otherwise defined in the General Terms.

24.2 If there is any inconsistency or conflict under this Schedule 3, a Service Order and Section B of the General Terms, the order of priority will be as set out in clause 2.3 of the Master Services Agreement.