I. Declares EMPRENET; Through its legal representative: a) That it is a mercantile company constituted in accordance with the laws of the United Mexican States, b) That it is responsible before "The END USER" of object service providers Contract under the conditions that a In turn to receive by Telefónica Digital España SLU II . Declares "THE END USER", through its legal representative: a) That is a mercantile company constituted in accordance with the laws of the United Mexican States, b) That It is their will to hire the services of EMPRENET C) That the data they have and that are contained in the Cover, the Annexes and other documentation provided an authentic "EMPRENET" of the child.
II. Both parties declare that they have the legal capacity to conclude this contract and that they fully recognize the personality with which each nonrepresentative of the contracting moral persons appear.
FIRST. DEFINITIONS. The parties agreed for the purposes of this Agreement, the concepts listed below shall have the following:
"APN" is the access point name for GPRS, 3G and 4G, which must be configured on the m2m device. An APN: (i) allow the dynamic assignment of IP addresses to M2M devices during active sessions; And (ii) entries in the routing table to allow specific IP address ranges to access host IP addresses connected to Telefónica's M2M Management Platform over the Internet or a virtual private network ) .
"Government Authority" means any Regulatory Administrative Authority, Court or Court with jurisdiction or jurisdiction over "EMPRENET" and its facilities, over M2M Services of Telefónica.
"Charges" Amounts payable by "THE END USER" to "EMPRENET" under the services of this contract. "Line Rental Charges" the monthly invoiced amount per SIM Card that does not depend on usage.
"Business Day" or "Day" on any day on which banks are open for commercial banking activities.
"M2M Device" wireless device by "THE END USER" containing a SIM card for access to Telefónica's M2M Services.
"Status of SIM" state in which a SIM card is located using the provision feature Telefónica M2M Management Platform .
"Service Availability Date" is the date on which "EMPRENET" confirmed in writing that Telefónica's M2M Management Platform and the APN are configured, tested and operationally available.
"Identifiers" refer to codes and identifiers including telephone numbers, IMEI, IMSI, Internet Protocol (IP) addresses, company identification numbers and email addresses assigned by this document to " THE END USER "or M2M devices that are related to Telefónica's M2M Services .
"Telefónica facilities and / or services" wireless data network used by an operator of the Telefónica Group and used in the provision of Telefónica's M2M services.
"Third Party Installations and / or Services" means facilities and / or services provided to "Telefónica Digital España" or any of its Subsidiaries, from an external supplier, including without limitation any roaming, named by "Telefónica Digital Spain "or any of its Subsidiaries to allow an" EMPRENET "to provide Telefónica's M2M Services to the final Customer, including Telefónica's M2M Management Platform.
"Price List" indicates the reference prices fixed for Telefónica M2M Services .
"Operator of the Telefónica Group" Telefónica Group company providing the numbering and capacities required for the Telefónica M2M Service.
"Grace Period" minimum period of time after which a SIM will go to the billable status from the SIM order date.
"Minimum Period of Time" means the minimum time elapsed in which the final Customer must pay all charges applicable to a SIM, as of the earliest date of (i) activation; And (ii) after the Grace period after the SIM order date, whether or not Telefónica's M2M Services are being used on said M2M Device .
"Telefónica's M2M Services" machinetomachine ("M2M") communication services provided under this agreement that allows the transmission of data in Telefónica's Facilities between the M2M Devices and between the M2M Devices and the services Computing, or other machines following a predetermined process, wherein said M2M Devices are activated through the Telefónica M2M Management Platform, as further described in this agreement.
"SIM" Subscriber Identity Module provided by "EMPRENET" and necessary to activate an M2M Device and to be recognized by the Telefónica Systems and / or Third Party Systems and / or Services.
"SIM LOCAL" Subscriber Identity Module provided by "EMPRENET" and that is necessary to activate an M2M Device and to be recognized by Telefónica Systems and operating in the Mexican National territory .
"SIM GLOBAL" Subscriber Identity Module provided by "EMPRENET" and necessary to activate an M2M Device and to be recognized by the Telefónica Systems and / or Third Party Systems and / or Services and Operates in the countries with which Telefónica Digital España has interconnection agreements.
"Suspended status" is a temporary suspension of the M2M service of Telefónica to one or more SIM'S performed by "EMPRENET" at the request of the final customer and under the conditions mentioned in this contract .
"ADDENDUM" document written by "EMPRENET" and that will be signed by both parties in case there are modifications and additions to this contract and its annexes .
3.1 The purpose of this contract is to establish the terms and conditions for the provision of Telefónica's M2M Services described in clause 4 by "EMPRENET" .
4 M2M SERVICES OF TELEFÓNICA .
4.1 Provision of Services.
The provision of Telefónica's M2M Service consists of the service for M2M Devices activated by "EMPRENET" through Telefónica's M2M Management Platform including:
4.1.1 SIMs. Subject to availability, the Telefónica Group Operator through "EMPRENET" will provide the SIM cards and the Numbering associated with these SIMs.
4.1.2 Telefónica's M2M Management Platform. At the effective date of this agreement, Telefónica's M2M Management Platform will be available to the final Customer to manage the status of the SIMs and carry out certain functions, subject to the usage guidelines, as well as the terms and Specific conditions related to Telefónica's M2M Management Platform described in detail in Telefónica's M2M Management Platform.
5 LIMITATIONS ON THE M2M SERVICE OF TELEFÓNICA .
"END USER" accepts and understands that i) Telefónica's M2M Services are available for SIMs that are only within the operating range of Telefónica's Domestic Network. (ii) it is your responsibility for the proper functioning of the device containing the sim And (iii) Telefónica's M2M Services may be interrupted, cut off, unavailable or temporarily limited due to transmission limitations caused, but not limited to:
A) atmospheric, environmental, or topographic conditions; Concentrated use or capacity limitations;
B) . limitations in the Facilities of Telefónica;
C) . limitations in the Third Party Facilities and / or Services
D) changes, modifications, improvements, relocations, repairs, maintenance or other similar activities necessary for an adequate or improved operation of Telefónica's M2M Services and / or Third Party Facilities and / or Services.
6. COST OF THE M2M SERVICE OF TELEFONICA
The price and the date that the End User must pay for the services of M2M of telephone to "EMPRENET" are those that appear in the annex "COMMERCIAL CONDITIONS"
7. DESIGNATION OF "APN"
"Telefónica Digital España" will assign a general "APN" to the End User, in case the latter requires a "APN" other than the assigned one, upon request of the End User to "EMPRENET", will be requested and managed before "Telefónica Digital España" Who will assign the new "APN" and this will have an additional cost that will be at the expense of the end user and in the annex "COMMERCIAL CONDITIONS" will be fixed the prices as well as the conditions that the End User must meet so that it is To assign a private "APN"
8. SIM RESET
In the event that the end customer requires the replacement of one or more sim cards, he will ask "EMPRENET" who will manage the replacement once he receives the corresponding payment for this event, sim replacement costs are contained in the attachment "COMMERCIAL TERMS"
9. EXTENSION OF THE SERVICE
"The END USER", in case of requesting it, can extend the M2M service from telephone to other devices, for this purpose he will make his request to "EMPRENET" and this will write the corresponding Addendum.
10. MODIFICATION OF THE SERVICE
"THE END USER" may request "EMPRENET" the increase of installed capacity to SIM cards, modifying the price and commercial conditions of the service, for which the parties will subscribe a ADDENDUM in which the new conditions will be contained. Any request for modification to the service will have to be made 15 days in advance of the billing date of the service and will take effect as of the first day of the billing period immediately after the date of request.
11. RESTRICTION OF THE SERVICE FOR LACK OF PAYMENT
In case of default in the payment for the M2M service of Telefónica, "EMPRENET" will restrict the service until the corresponding payment is made. In addition, the lack of timely payment will generate a default interest at the rate of TIIE plus 5 percentage points plus collection costs.
This contract has a mandatory term for the End User for the period mentioned in the annex "COMMERCIAL CONDITIONS" and / or ADDENDUM, as applicable. In case of premature cancellation the End User will pay to EMPRENET the missing months of service to complete the term indicated in the annex "COMMERCIAL CONDITIONS" and / or ADDENDUM concluded.
Both parties are obliged to maintain secrecy regarding the conditions of service, price and commercial conditions.
15. DEPOSIT IN GUARANTEE
The final Client with the purpose of guaranteeing the payment of the contracted service, grants a deposit in guarantee in the terms set in the annex "COMMERCIAL CONDITIONS"
16. SERVICE OF TECHNICAL SUPPORT AND ATTENTION POSTSALE
The technical support of the service is in charge of Telefónica according to the annex "TECHNICAL SUPPORT"
17. APPLICABLE LAW AND JURISDICTION
Both parties acknowledge the mercantility of this contract, which is why they accept the application of current commercial laws as well as those that are supplementary to it and submit to the jurisdiction and jurisdiction of the courts of the city of Monterrey, Nuevo Leon for the case Of some controversy.
This instrument contains the annexes described below, which form an integral part of this contract:
PERSONALITY OF THE CONTRACTING PARTIES
Monterrey, Nuevo León