This Wholesale Network Pricing Agreement ("Agreement") is an addendum to the General Terms and Conditions, referred to herein as "Terms", established by Simbase Inc. ("Simbase"). By subscribing to Wholesale Network Pricing, the subscriber ("Subscriber") agrees to be bound by the terms of this Agreement, which supplement and, where specified, supersede the Terms.
1. Description of Wholesale Network Pricing
1.1 Subscription Benefits
Wholesale Network Pricing provides Subscribers with the ability to price connectivity at the individual mobile network level, rather than through predefined regional or global rate plans. Once subscribed, the Subscriber selects the mobile networks their devices are allowed to use. Each network has its own data rate, and devices are billed based on the network they actually connect to.
This model is designed for deployments where usage is concentrated in specific countries or networks, but devices may occasionally roam elsewhere. Rather than applying a broad regional rate to all usage, Wholesale Network Pricing ensures that higher rates are incurred only when devices actually connect to higher-cost networks.
Important: Wholesale Network Pricing focuses on pricing structure and flexibility. It does not include priority support, dedicated customer success, or any operational service enhancements. Subscribers continue to receive the same standard support level as non-subscribers.
1.2 Eligibility
Wholesale Network Pricing is accessible to all Simbase customers. There are no minimum usage requirements or approval gates to be eligible.
Subscription to Wholesale Network Pricing supersedes any prior agreements regarding pricing, including self-service rates, custom deals, regional or global rate plans, or negotiated discounts, except as explicitly stipulated in designated exceptions communicated by Simbase.
1.3 Network Selection
The Subscriber is responsible for determining which mobile networks to enable. Simbase supports this process by validating feasibility and applying the agreed pricing structure. The specific networks, their data rates, and any applicable pricing tiers are defined in a separate Pricing Annex provided to the Subscriber.
2. Fees and Payments
2.1 Monthly Fee
The Wholesale Rate Plan Pricing subscription fee is a flat monthly amount depending on the Subscriber's currency. Any adjustments to this fee will be communicated to Subscribers in advance.
Alternative commercial structures, such as a minimum monthly spend commitment in lieu of the monthly fee, may be available. The terms of any such arrangement are governed by a separate Pricing Annex and are not covered by this Agreement.
2.2 Billing Method
By default, the monthly fee will be automatically deducted from the Subscriber's pre-funded account balance. This is the same balance used for data usage charges. Subscribers are responsible for ensuring that sufficient funds are available in their account to cover these fees.
Post-paid billing may be available by separate arrangement with Simbase. Where post-paid billing has been agreed, the terms of that arrangement will be documented separately and will govern the applicable payment method and schedule.
2.3 Billing Cycle and Timing
Activation: Wholesale Network Pricing is activated as soon as the network configuration has been implemented. Discounted per-network rates apply immediately from the moment of activation.
Billing Start Date: The monthly fee is not charged at the moment of activation. Instead, billing begins on the first day of the calendar month following activation. For example, if a Subscriber activates on February 18th, discounted rates apply immediately, but the first monthly fee is charged on March 1st.
Renewal Cycle: After the initial charge, the monthly fee is charged on the first day of each subsequent calendar month.
2.4 Minimum Balance Requirement
Simbase requires a positive account balance before implementation of Wholesale Network Pricing can begin. This ensures that the Subscriber's account is in good standing prior to configuration.
3. Minimum Period and Cancellation
3.1 Minimum Service Period
Wholesale Network Pricing includes a minimum service period of twelve (12) months. This period begins on the first day the Subscriber is billed (i.e., the first of the calendar month following activation), not on the activation date itself.
During the minimum service period, the Subscriber may not cancel the Wholesale Network Pricing subscription.
3.2 Cancellation After the Minimum Period
Once the initial twelve-month period has passed, Wholesale Network Pricing continues on a month-to-month basis. The Subscriber may cancel the subscription at any time by providing notice before the start of the next calendar month. If notice is not provided before the start of the next month, one additional month will be billed.
3.3 Effect of Cancellation
Once cancelled, Wholesale Network Pricing stops at the end of the current billing period. Per-network rates no longer apply, and pricing automatically reverts to standard rates or the Subscriber's previously applicable pricing structure.
3.4 Starting the Subscription
Subscribing to Wholesale Network Pricing requires coordination with Simbase. Subscribers can initiate a request through the Simbase platform, after which Simbase's customer success team will follow up to complete the setup. Only users with Admin or Finance roles may request, activate, modify, or cancel Wholesale Network Pricing. By granting accounts these roles, the Subscriber acknowledges and approves that these users have the authority to subscribe to additional services, including Wholesale Network Pricing.
3.5 Cancellation Process
Cancelling the subscription requires a request submitted through the Simbase platform by a user with an Admin or Finance role. Simbase's customer success team will process the cancellation accordingly.
4. Managing the Subscription
Only users with Admin or Finance roles can manage the Wholesale Network Pricing subscription. These roles can request activation, request cancellation, request changes to the network configuration, and manage billing-related settings.
Changes to the network configuration, including enabling or disabling specific networks, are handled by Simbase's customer success team. Requests can be submitted through the Simbase platform. Simbase will implement configuration changes and proactively guide the Subscriber through any adjustments that may affect their pricing or connectivity.
5. Modifications to Service
5.1 Service Changes
Simbase reserves the right to modify the terms of Wholesale Network Pricing at any time. Such modifications may include, but are not limited to, changes to per-network data rates, changes to which networks are available, and changes to the structure of the pricing model itself. Simbase is committed to maintaining or enhancing the overall service quality whenever feasible.
Notification of Changes: Simbase will inform Subscribers of any changes as soon as practicable. Subscribers will be notified via email and, where available, in-platform notifications prior to the implementation of such changes.
Cancellation Rights: If a Subscriber does not accept the notified changes, they may cancel their subscription effective from the date the modification takes effect, regardless of whether the minimum service period has elapsed. Any charges up to that date remain due, but Subscribers are not required to continue once the terms have changed.
6. Negative Balance and Suspension
6.1 Simbase's Rights
If a Subscriber's account balance remains negative for more than seven (7) days, Simbase retains the right to suspend or terminate the Wholesale Network Pricing subscription.
Continued Charges: A negative balance does not pause the monthly fee. The subscription continues to incur fees even while the account balance is negative. These fees, along with any other outstanding charges, must be settled when the account returns to a positive balance.
Non-Automatic Suspension: The subscription is not automatically paused when the account balance is negative. It is the Subscriber's responsibility to manage their account balance and ensure timely payments to avoid disruption in service.
Subscribers remain responsible for maintaining their balance throughout their subscription period.
7. Legal and Compliance
7.1 Governing Law
The terms and conditions of the Wholesale Network Pricing subscription are governed by the same laws as those specified in the General Terms and Conditions of Simbase Inc..
7.2 Dispute Resolution
Disputes arising specifically from the Wholesale Network Pricing subscription will be handled in accordance with the dispute resolution procedures outlined in the General Terms and Conditions.
7.3 Integration with General Terms
These Wholesale Network Pricing subscription terms are intended to supplement the existing General Terms and Conditions of Simbase Inc. In the event of any conflict between these subscription terms and the General Terms and Conditions, the General Terms and Conditions will prevail.
IN WITNESS WHEREOF, the Subscriber acknowledges and agrees to the terms set forth herein upon subscribing to Wholesale Network Pricing. This Agreement becomes effective upon the Subscriber's acceptance of these terms.
