Terms & Conditions

Effective Date: December 11, 2025
Last Updated: December 11, 2025

These Terms of Service (ā€œTermsā€) govern access to and use of the Fidelitel Connectivity Management Platform, SIM/eSIM services, IoT connectivity, and related products and support (collectively, the ā€œServicesā€). These Terms form a binding contract between Fidelitel, Inc. (ā€œFidelitelā€, ā€œweā€, ā€œusā€, or ā€œourā€) and the customer entity (ā€œCustomerā€, ā€œyouā€, or ā€œyourā€). By accessing or using the Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Definitions

ā€œPlatformā€ means the Fidelitel Connectivity Management Platform, including dashboards, APIs, portals, software, and management tools.

ā€œConnectivity Servicesā€ means SIM and eSIM provisioning, network routing, global roaming, IoT connectivity, and related telecommunications services.

ā€œSIMā€ or ā€œeSIMā€ means physical and embedded subscriber identity modules provided or managed by Fidelitel.

ā€œDeviceā€ means any Customer or End User device that connects to a network using Fidelitel-provided SIM, eSIM, or credentials.

ā€œDPAs / Policiesā€ means the Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and other policies referenced in or incorporated into these Terms.

ā€œEnd Usersā€ means individuals or entities who use or interact with Customer devices or services that rely on Fidelitel connectivity.

Scope of Services

Fidelitel provides Customers with access to:

  1. SIM/eSIM provisioning
  2. Global IoT connectivity, routing, network switching, and roaming
  3. Device and fleet management tools
  4. APIs, dashboards, and software interfaces
  5. Technical support and implementation assistance
  6. Optional managed services and professional services

Connectivity availability varies by geography, operator partnerships, regulations, and network coverage.

Customer Responsibilities

Customer agrees to:

  1. Use Services Lawfully

Customer must ensure that all use of the Services complies with:

  • Applicable telecommunications, privacy, export control, and local laws
  • Fidelitelā€™s Acceptable Use Policy
  • Industry standards
  1. Manage End Users and Devices

Customer is solely responsible for:

  • Device configuration and security
  • Compliance of End Users
  • Preventing unauthorized access or misuse
  1. Maintain Account Security

Customer must protect credentials, API keys, and administrative access.
Any unauthorized use must be reported to Fidelitel immediately.

  1. Pay Fees and Charges

Customer agrees to pay all usage-based, subscription, and one-time fees under its plan, including:

  • Monthly or annual platform fees
  • Data usage charges
  • SIM, eSIM, or provisioning fees
  • Overages, surcharges, or regulatory pass-through fees
  • Taxes and government-imposed fees

Fidelitel may suspend Services for unpaid invoices.

  1. Obtain Required Consents

Customer is responsible for:

  • Ensuring proper privacy notices to End Users
  • Obtaining required permissions for device monitoring, telemetry, tracking, or collected data
Fidelitel Responsibilities

Fidelitel will:

  • Provide the Services in a professional and industry-standard manner
  • Maintain appropriate security measures as described in the Privacy Policy and DPA
  • Provide support as defined in documentation or the Customerā€™s agreement
  • Use commercially reasonable efforts to maintain uptime in accordance with any applicable SLA
  • Manage SIM/eSIM activation, routing, and connectivity provisioning

Fidelitel does not guarantee uninterrupted connectivity due to inherent limitations of wireless networks.

License & Access Rights
  1. License Grant

Fidelitel grants Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the contract term.

  1. Restrictions

Customer may not:

  • Reverse-engineer, decompile, or modify the Platform
  • Circumvent usage limits, routing policies, or network protections
  • Use the Platform for benchmarking or to develop competing services
  • Resell or sublicense the Services unless expressly authorized
Telecommunications Use & Regulatory Compliance
  1. Network Availability

Connectivity depends on third-party operators, roaming partners, and geographic factors. Coverage is not guaranteed.

  1. Regulatory Restrictions

In some jurisdictions, IoT devices require specific:

  • Certifications
  • IMEI or device registration
  • Local profiling or operator restrictions

Customer is responsible for ensuring compliance in the countries where devices operate.

  1. Prohibited Uses

Customer may not use the Services for:

  • Emergency calling systems
  • Life-support or mission-critical medical devices
  • High-risk operations (unless contractually approved)
Billing, Payments & Taxes
  1. Invoices & Payment Terms

Invoices are issued in accordance with Customerā€™s plan. Payment is due within the stated period.

  1. Usage-Based Billing

Connectivity and data usage are billed according to actual consumption.
Rated events (data, SMS, signaling) may appear in later billing cycles due to operator delays.

  1. Taxes & Regulatory Fees

Customer is responsible for:

  • VAT, GST, sales tax
  • Telecom regulatory fees, universal service fees, numbering fees
  • Any charges imposed by local authorities
  1. Disputed Charges

Customer must notify Fidelitel of billing disputes within 30 days of invoice receipt.

Term, Suspension & Termination
  1. Term

These Terms apply from the date Customer first accesses the Services and continue until terminated.

  1. Suspension

Fidelitel may suspend Services if:

  • Customer fails to pay invoices
  • Customer violates the AUP or applicable laws
  • Use threatens network integrity or security
  • Required by a regulator, operator, or legal authority
  1. Termination

Either party may terminate for:

  • Material breach not cured within 30 days
  • Insolvency or cessation of business

Fidelitel may terminate immediately for unlawful use or regulatory violations.

Data Protection & Privacy
  1. Privacy Policy

Processing of personal data is governed by the Fidelitel Privacy Policy, incorporated by reference.

  1. Data Processing Addendum

Where required under privacy laws (e.g., GDPR/UK GDPR), the parties will execute a DPA.

  1. Customer as Controller

Customer acts as the data controller for End User data. Fidelitel acts as a processor.

Customer must ensure:

  • Appropriate privacy notices to End Users
  • Lawful basis for processing
  • Accuracy and security of data they input into the Platform
  1. Security

Fidelitel implements organizational and technical safeguards as outlined in the Privacy Policy and DPA.

Intellectual Property

All rights in:

  • The Platform
  • APIs, dashboards, code, and documentation
  • Designs, trademarks, and branding
  • Network routing logic, SIM provisioning systems, and backend infrastructure

remain exclusively with Fidelitel.

Customer receives only the limited rights explicitly granted under these Terms.

Confidentiality

Each party agrees to:

  • Protect the other partyā€™s confidential information
  • Use it only for purposes of performing under these Terms
  • Not disclose it to third parties except to employees, contractors, or subprocessors under similar confidentiality obligations

Confidentiality obligations survive termination.

Warranties & Disclaimers
  1. Fidelitel Warranties

Fidelitel will provide the Services in a professional manner consistent with industry standards.

  1. Disclaimer

Except as expressly stated:

  • Services are provided ā€œas is.ā€
  • Fidelitel does not guarantee uninterrupted connectivity, coverage, network speeds, or error-free operation.
  • Network availability depends on third-party carriers and is outside Fidelitelā€™s direct control.
  1. No Medical or Emergency Use

Connectivity may not be used for:

  • Emergency calling or response systems
  • Life-dependent equipment
  • Situations where failure could cause physical harm
Limitation of Liability

To the maximum extent permitted by law:

  1. Indirect Damages Excluded

Neither party is liable for:

  • Lost profits or revenue
  • Loss of data
  • Business interruption
  • Consequential, punitive, or incidental damages
  1. Liability Cap

Fidelitelā€™s total liability under these Terms will not exceed:

the amounts paid by Customer to Fidelitel in the 12 months preceding the claim.

  1. Exceptions

The liability cap does not apply to:

  • Fraud
  • Breach of confidentiality
  • Intellectual property infringement
  • Customerā€™s payment obligations
Indemnification

Customer agrees to indemnify and defend Fidelitel and its affiliates against claims arising from:

  • Misuse of the Services
  • Customerā€™s violation of laws or regulations
  • Device failures or damages
  • Claims from End Users
  • Unauthorized or improper deployment of devices

Fidelitel will notify Customer of any such claim and allow Customer to manage the defense.

Subcontracting & Subprocessors

Fidelitel may use affiliates, subcontractors, and subprocessors to deliver the Services.
All subprocessors will be under written agreements with obligations no less protective than those in these Terms.

A current list is available upon request.

Changes to Services or Terms

Fidelitel may:

  • Update the Platform
  • Modify features
  • Add or remove functionality
  • Update these Terms

Material changes will be communicated via email, the Platform, or website.
Continued use after notice constitutes acceptance.

Export Control & Sanctions Compliance

Customer may not use the Services in violation of:

  • U.S. export control laws
  • Sanctions administered by OFAC
  • EU/UK export regulations
  • Local restrictions applicable to telecommunications

Customer is responsible for ensuring devices deployed globally comply with these laws.

Governing Law & Dispute Resolution

Unless otherwise agreed in writing:

  • These Terms are governed by the laws of the State of Washington, USA, excluding conflict-of-law rules.
  • Disputes will be resolved in the state or federal courts located in King County, Washington.
  • Each party consents to personal jurisdiction in these courts.
Notices

Notices must be sent to:

Fidelitel, Inc.
19125 N Creek Pkwy #120
Bothell, WA 98011, USA
Email: compliance@fidelitel.com

Notices to Customer will be sent to the contact information provided in their account.

Entire Agreement

These Terms, together with:

  • Privacy Policy
  • Acceptable Use Policy
  • DPA (where applicable)
  • Any ordering documents or service-specific terms

constitute the entire agreement between the parties.

Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Waiver

Failure to enforce a provision does not constitute a waiver of that provision or a future right to enforce it.

Assignment

Customer may not assign these Terms without Fidelitelā€™s written consent.
Fidelitel may assign in connection with mergers, acquisitions, or corporate restructuring.