eSIM Access

 

PARTNERSHIP PROGRAM AGREEMENT

DEFINITIONS

 

Agreement: The complete agreement inclusive of appendices.

 

Confidential Information: Refers to:

 

All information about one Party received by the other Party, which includes but isn't limited to commercial, financial, and technical information, know-how, ideas, concepts, trade secrets, research and development plans and results, models, designs, patents, composition of the Products, inventions, processes, graphic presentations or pricing conditions, business methods, end-users, sales and marketing plans and data. This applies regardless of whether or not this information has been explicitly marked as confidential, how such information is recorded, preserved or disclosed, and whether this information has been transmitted in the context of past, current or future orders.

 

All information disclosed by one Party to the other Party that is described as confidential, either in writing or orally, upon disclosure.

 

End User: Refers to any person who ultimately uses or is intended to ultimately use any actual or potential purchaser of the Products in the Territory.

 

Effective Date: The date from which the Agreement takes effect, as defined in Article 14 of the Agreement, provided that the Products can be legally imported into the Territory on this date.

 

eSIM: A digital SIM that enables users to activate a cellular plan from Mobile Devices without needing a physical nano-SIM.

 

Cellular Data: A communication service based on a cellular network (like GSM, UMTS, LTE, etc.) providing continuous internet connection to Mobile Devices (such as iPhones, iPads, smart watches etc.).

 

Personal Data: Any information relating to an individual that enables identification of such person, either directly or indirectly, which may be collected directly from the End User.

 

Purchase Orders:  The orders made by End Users.

Territory:  Means all Global territory

QR SIM:  a product which provides an eSIM cellular data by scanning a QR Code and purchasing by end users.

eSIM Plans:  Global eSIM travel data plans for destinations abroad  including a single country or regional area with the country name, validity and data volume. e.g. JP/ 5GB/ 30days, applicable to eSIM-capable devices (including a handful of iPhones, Samsung, Google Pixel, OPPO, vivo etc.

 

Account Creation ： Users register their accounts on the eSIM Access ( esimAccess.com ).

WHEREAS:

 

ESIM ACCESS LIMITED ,  a HONGKONG  company having its registered address at FLAT/RO OM 8, 15/F, WITTY COMMERCIAL BUILDING, 1A-1L TUNG CHOI STREET, KOWLOON, HONG KONG     (“eSIM Access”)  doing business as eSIM Access  ( esimAccess.com ).

 

User who owns account and password on eSIM Access  ( esimAccess.com ) is the another party of this Agreement(“the Partner”).

 

eSIMAccess  agrees to supply eSIM data packages and QR code SIM products to the Partner, following a Partner Business Model.

 

The Partner has represented and assured that it possesses the necessary skills, equipment, facilities, and sales organization required to effectively promote and sell the Products within the Territory.

 

The Parties have mutually agreed to enter into this Agreement, which outlines their contractual obligations and defines the terms, conditions, and considerations under which the Products will be provided to the Partner.

 

The Partner hereby declares that it:

 

Has carefully reviewed the Agreement, understood its obligations and evaluated the expectations and balance of reciprocal duties;

 

1. Has carefully reviewed the Agreement, understood its obligations and evaluated the expectations and balance of reciprocal duties;

2. Is fully aware of the extent of all its essential clauses;

3. Understands that the general terms and conditions were not imposed but were available for discussion and negotiation;

4. Has provided its commentary on the Agreement;

5. Has effectively negotiated the terms and conditions of the Agreement.

 

The outcome of these negotiations is reflected in the clauses of the Agreement, as accepted herewith.

 

NOW, THEREFORE, THE PARTIES HAVE DECIDED AND AGREED AS FOLLOWS:

 

ARTICLE 1 – APPOINTMENT

 

eSIMAccess appoints the Partner, and the Partner accepts appointment, as eSIMAccess’s non-exclusive Partner for the Products in the Territory.

 

 

ARTICLE 2 – OBLIGATIONS OF THE Partner

 

2-1 Sales and Partnership Program

 

The Partner agrees to the following terms:

 

With the resources provided by eSIMAccess, including global eSIM connectivity (single country or regional eSIM data plans), eSIM technology infrastructure (GSMA-certified in-house SM-DP+, official Apple eSIM API, eSIM SDK, and eSIM APP), and eSIM educational branding assets (Brand name, Logo, Color palette, Slogans or taglines, Videos etc.), the Partner is equipped to onboard the eSIM business. This can be achieved through either an Affiliate Partner or API Partnership Business Model, entailing the following commercial initiatives:

a) Advertise and Promote: The Distributor Partner will undertake to promote the products in a commercially viable manner, in alignment with eSIMAccess. This entails sharing promotional details with eSIMAccess (inclusive of content introductions and promotional schedules) and submitting related advertising materials for approval. This is to ensure the promotions align with eSIMAccess's brand image.

Note: eSIMAccess's control will only extend to the brand alignment. Given the Distributor Partner's status as an independent merchant, it retains the freedom to set its own sales prices and maintain control over its margins. However, the Distributor Partner must ensure that all such activities are compliant with applicable laws. Any merchandising items featuring the trademarks of eSIMAccess, must receive eSIMAccess's approval.

b) Maintenance and Staffing: The Distributor Partner commits to maintaining sufficient marketing, merchandising, sales, and order-fulfilment staff throughout the territory to ensure the efficient sale of products.

c) Legal Compliance and Ethics: The Distributor Partner will comply with all applicable laws and will abstain from any direct or indirect actions that would either (a) provide an offer or payment to any individual with the improper intent of obtaining, retaining, or directing business or any other advantage to the Distributor Partner or to eSIMAccess, or (b) cause the Distributor Partner or eSIMAccess to be in violation of any applicable anti-corruption and anti-bribery law.

 

2-2 Expenses

 

The Partner shall be solely responsible for all costs that it incurs in carrying out its obligations under the Agreement.  

 

The Parties acknowledge and agree that all decisions relating to pricing, promotion and Partnership Program are at the sole discretion of the Partner, subject to the provisions of Article 2.1 above, and the Partner is solely responsible for all costs and expenses relating to all sales, promotion, listing and trade marketing activities for the Products in the Territory, except when eSIMAccess will have decided to participate in the financing of specific marketing efforts.

 

2-3 Administrative authorizations

 

Partner shall obtain all licences, approvals, permits, registrations and all required formalities to sell the Products into the Territory (hereafter the “ Registrations ”). All fees for the Registrations shall be borne by the Partner.

 

2-4 Territorial nature of the business

 

The Partner shall not, directly or indirectly, make active sales of the Products to countries or areas which eSIMAccess has appointed another Partner or which it reserves to itself.  

 

For the purposes of this clause, active sales shall be understood to mean actively approaching or soliciting End User (for instance, active sales techniques include but are not limited to mailing, unsolicited e-mail, doorstep selling, radio commercials, TV commercials, advertising in the press or on the Internet targeting a specific geographical area).

 

Nothing in the Agreement should be construed as preventing passive sales by the Partner to either End User or territories.

 

2-5 Consumer Complaints

 

eSIMAccess will manage and resolve complaints from end users utilizing the service, as stipulated in Article 7-1 of the Agreement. This will be facilitated through a 24/7 end user complaint email service.

 

Conversely, the Partner will handle complaints from end users who engage with the Partner's customised brands, also utilizing a dedicated 24/7 end user complaint email service.

 

 

 

ARTICLE 3 – PRICE AND PAYMENT

 

3-1 Contractual currency

 

The contractual currency is the USD/HKD/EURO .

 

Accordingly, all amounts payable by either Party under the Agreement will be paid in USD/HKD/EURO .

 

3-2 Pricing

 

The wholesale price of the products is determined exclusively by eSIMAccess and is outlined in the provided Pricing List.

 

eSIMAccess reserves the right to alter the wholesale price of the products at any time, whether to increase or decrease, without prior notification.

 

The Partner has the autonomy to set the final selling price to end users ("Retail Price") at its sole discretion. Although eSIMAccess may provide recommendations regarding resale pricing and promotional strategies, these remain merely suggestions. The ultimate decisions regarding resale pricing and promotional activities rest solely with the Partner.

 

 

 

3-3 Settlement

 

The Partner will bear the responsibility for any settlement or transaction fees associated with the agreement.

 

Each Party is accountable for their respective tax obligations. This includes the accurate filing of tax-related documents, as well as the payment of all taxes, governmental levies, and any associated fees.

 

ARTICLE 4 – TERM

 

4-1 Term

 

This Agreement comes into effect from the date of Account Creation and will remain in force until it is cancelled. During this period, eSIMAccess grants the Partner global authorization under the terms of this agreement.

 

 

 

ARTICLE 5 – TERMINATION

 

5-1 Termination of the Agreement

 

The Agreement may be terminated under the following conditions:

 

(a) In compliance with applicable laws and regulations, either Party may terminate the Agreement by providing written notice to the other Party in the event of bankruptcy, insolvency, or initiation of winding-up proceedings, either voluntarily or involuntarily. This includes instances where the other Party makes an assignment for the benefit of creditors or enters into receivership or liquidation.

(b) Either Party may terminate the Agreement by written notice to the other Party in the case of a Material Breach of the Agreement. The effectiveness of such termination is as follows: (i) immediate, if the breach is not remediable, or (ii) effective thirty (30) days after delivery of the notice, if the breach is remediable but the breaching Party fails to remedy such breach to the reasonable satisfaction of the non-breaching Party within this thirty (30) day period.

 

The Parties mutually acknowledge that violation of the following provisions will be deemed a Material Breach: Article 1 (Appointment), 2-1 (Sales and Partnership Program), 2-4 (Territorial Nature of the Business), 6 (Confidentiality), 7 (eSIMAccess’S BRAND ASSETS LOGO), and 11 (Personal Data).

 

 

5-2 Consequences of Termination

 

The expiration or termination of this Agreement does not infringe upon the rights of the Parties accrued up to the termination date. Any provision pertaining to the actions of the Parties post-expiration or post-termination remains fully enforceable.

 

In addition, upon expiration or termination of the Agreement:

 

(a) The rights conferred under Article 8 will cease effective the date of termination or expiry. The Partner is obliged to promptly discontinue selling, distributing, or promoting the Products.

 

(b) Each Party must cease utilization of any Confidential Information obtained from the other Party in line with the Agreement. Each Party is also required to return any Confidential Information obtained from the other Party in accordance with the Agreement, or to destroy all or part of it under the supervision of the other Party.

 

(c) The Partner is obligated to either destroy or return (at eSIMAccess’s discretion) all eSIMAccess Information, including all copies and embodiments thereof.

 

ARTICLE 6 – CONFIDENTIALITY

 

Each Party commits to uphold confidentiality during the term of the Agreement and beyond its cessation, for any reason whatsoever. Neither Party shall communicate, disclose, or exploit for their own benefit, or the benefit of a third party or any individual or entity, any Confidential Information or knowledge related to the methods which may be communicated to them or which they may learn of as a result of the negotiation, conclusion, and/or execution of the Agreement.

 

Both Parties are obligated to impose confidentiality commitments by contractual means on personnel and external parties occupying managerial or similar positions, or those who have access to the Confidential Information.

 

The enactment of this clause does not prohibit the Parties from disclosing to the competent authorities any information that is required to be communicated in accordance with applicable laws.

 

ARTICLE 7 – eSIMAccess’S BRAND ASSETS LOGO

 

 

7-1 The Partner reserves the right to decide whether to display eSIMAccess’s brand assets logo as outlined in URL https://esimaccess.com/wp-content/uploads/2023/06/eSIMaccess-1.png on the user interface, in order to leverage the influence of eSIM Access's branding. If the Partner prefers to maintain their own brand, they may choose not to display the eSIMAccess brand assets logo. Alternatively, they may use the white label brand provided by eSIMAccess as detailed in Appendix 2.

 

7-2 Should the Partner require eSIMAccess to customize the brand, a fee in US Dollars (USD) for UI design and development will be applicable, the amount of which is to be determined.

 

7-3 If the Partner wishes to leverage the power of the eSIMAccess brand, they may use the brand assets logo only in a form and manner explicitly approved by eSIMAccess.

 

7-4 Any usage of the brand assets logo or any Trademark(s) by the Partner will benefit eSIMAccess. The Partner shall not acquire any rights, titles, or interest in those ass ets .

 

ARTICLE 8 – ASSIGNMENT – CHANGE OF CONTROL

 

Neither Party may in any way, directly or indirectly, transfer the Agreement, the rights arising from it or parts thereof, to third parties without prior writing approval of the other Party.

 

Either Party shall be entitled to terminate the Agreement by notice in writing if there is a change of Control of the other Party, without being liable to indemnify each other or to award any form of compensation whatsoever to anyone.

 

eSIMAccess or the Partner shall inform each other of any change of Control in a timely manner and no later than fifteen (15) business says after such change of Control is legally achieved.  

 

ARTICLE 9 – MISCELLANEOUS

 

9-1 – Independent contractor : The Partner is an independent contractor and has no authority to enter into any binding contract or obligation, or to make any representations or warranties on eSIMAccess’s behalf.

 

9-2 – No waiver : Failure by either Party to exercise any right set forth in the Agreement does not constitute a waiver of that right.

 

9-3 – Amendments : The Agreement may not be amended, rescinded or cancelled in whole or in part, except in writing signed by the Parties.

 

9-4 – Entire Agreement : The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings and arrangements between them and representations by them whether oral or written which relate to the subject matter of the Agreement.

 

9-5 – Severability : If, for any reason whatsoever, one or more of the clauses of the Agreement cannot be implemented or is declared void by a definitive legal decision, all the other clauses would remain valid and would have legal force between the Parties, provided, however, that this does not infringe the fundamental clauses of the Agreement, in the absence of which the Parties would not have contracted.

 

ARTICLE 10 – NOTICES

 

For the performance of the Agreement, the registered office of the Parties is located to the address mentioned at the head of the Agreement.

 

Each Party undertake to notify to the other Party any transfer of their registered office.

 

ARTICLE 11 – PERSONAL DATA

 

Partner shall be responsible for obtaining all necessary consents, and providing all necessary notices, as required under all governing laws of HongKong and the counties where Partner located in respect of the Personal Data.

 

Partner shall ensure that all of its employees are informed of the confidential nature of the Personal Data and are bound by written confidentiality obligations and use restrictions in respect of the Personal Data. Partner will, upon becoming aware of any (a) unauthorised access or processing of Personal Data, (b) accidental or unlawful destruction, loss or alteration of Personal Data, notify Company in writing without undue delay.

 

Partner shall either delete or return all Personal Data and existing copies to eSIMAccess at the end of the Agreement.

 

ARTICLE 12 – APPLICABLE LAW AND JURISDICTION

 

The Agreement is subject to laws of HongKong notwithstanding any conflict-of-laws rules.

 

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre  (“HKIAC”)  in accordance with the Arbitration Rules of the Hong Kong International Arbitration Centre  (“HKIAC”)  for the time being in force, which rules are deemed to be incorporated by reference in this clause.  The language of the arbitration shall be English.

 

ARTICLE 13 – EFFECTIVE DATE OF THE AGREEMENT

 

This Agreement shall come into effect on the date the Partner formally accepts its terms and conditions. Continued service utilization implies ongoing acceptance and adherence to these terms and conditions.