1. Introduction and acceptance
These Terms of Service ("Terms") form a binding legal agreement between eSimerge LTD, a company incorporated in England & Wales with its registered office at 128 City Road, London, EC1V 2NX, United Kingdom ("eSimerge", "we", "our", or "us"), and the business entity that accesses, registers for, or uses the eSimerge wholesale eSIM platform (the "Platform"), including any associated websites, partner portals, APIs, dashboards, documentation, mobile interfaces, support channels, and connectivity products (collectively, the "Services"). The entity accepting these Terms is referred to as "Partner", "you", or "your".
By clicking "I accept", creating an account, signing an order form, calling our API, or otherwise using the Services, you represent that (a) you have read and understood these Terms, (b) you have authority to bind the entity you represent, and (c) you agree, on behalf of that entity, to be bound by these Terms together with our Privacy Policy, Acceptable Use Policy, and Refund Policy, each of which is incorporated by reference. If you do not agree, you must not access or use the Services.
These Terms apply to every Partner, regardless of distribution model, technical integration depth, geography, or commercial size. Where you and eSimerge have signed a separate written agreement (for example a Master Services Agreement, Reseller Agreement, or Enterprise Order Form) covering the same subject matter, that signed agreement controls in case of conflict; otherwise these Terms apply in full.
2. Definitions
- "Affiliate" means any entity controlling, controlled by, or under common control with a party.
- "API" means the application programming interfaces, webhooks, and SDKs made available by eSimerge.
- "Carrier" means any mobile network operator, MVNO aggregator, or connectivity supplier whose network is used to deliver the Services.
- "Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential, including pricing, roadmaps, customer lists, technical architecture, and security controls.
- "End User" means the individual traveller, employee, or customer who installs and uses an eSIM provisioned through the Platform.
- "eSIM" means an embedded SIM profile (and associated activation code, QR code, or LPA string) delivered through the Platform.
- "Order" means any purchase, subscription, top-up, or provisioning request submitted through the Platform or API.
- "Plan" means a data, voice, or messaging package made available in the catalogue.
- "Wallet" means the prepaid balance held in your account and used to fulfil Orders.
3. Eligibility and account registration
The Platform is offered exclusively to businesses on a wholesale basis (B2B). It is not intended for consumers, and we do not knowingly contract with individuals acting outside the scope of a trade, business, craft, or profession. You represent and warrant that you are at least eighteen (18) years old, that you are legally authorised to enter into binding contracts on behalf of the Partner entity, and that the Partner entity is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
To register, you must provide accurate, current, and complete information, including legal entity name, registration number, registered address, beneficial ownership details where required, primary commercial contact, technical contact, and billing contact. You must promptly update any information that changes. We may decline, delay, condition, suspend, or revoke any account at our sole discretion, including for failure to satisfy our Know-Your-Customer ("KYC"), Know-Your-Business ("KYB"), anti-money-laundering ("AML"), counter-terrorist-financing ("CTF"), or sanctions screening procedures.
You are responsible for safeguarding your account credentials, multi-factor authentication devices, API keys, webhook secrets, and signing certificates. You are liable for all activity conducted under your account, whether by your employees, contractors, agents, automated systems, or any third party to whom you grant access. You must notify us immediately at contact us upon discovering any unauthorised use of your account or any other suspected security incident.
4. Description of the Services
The Services enable Partners to discover, purchase, provision, distribute, and manage eSIM profiles across a global catalogue of country, regional, and global Plans delivered through underlying Carrier networks. The Services may include, without limitation: a partner portal for catalogue browsing and Order management; APIs for programmatic provisioning, usage reporting, and webhook delivery; a wallet and billing subsystem; usage analytics; partner branding controls; a customer support knowledge base; and developer documentation.
We reserve the right to add, modify, deprecate, or remove features, Plans, regions, Carriers, API endpoints, and other components of the Services at any time. Where such changes are material and adverse to active Partners, we will use commercially reasonable efforts to give prior notice through the portal, email, or API changelog. Continued use of the Services after a change becomes effective constitutes acceptance of that change.
5. Partner approval and onboarding
Partner status is granted on a case-by-case basis. As part of onboarding, we may request company registration documents, beneficial-ownership disclosures, identity documents for authorised signatories, evidence of relevant telecommunications licences (where applicable in your jurisdiction), VAT or tax-residency certificates, bank-account verification, and references. We may re-perform any of these checks periodically or at any time we identify changed risk factors.
We may impose Partner-specific commercial conditions, including minimum top-up amounts, maximum daily provisioning volumes, sandbox-first activation, restricted catalogue access, or staged production rollout. These conditions form part of these Terms with respect to the Partner to whom they are issued.
6. Orders, provisioning, and Plan lifecycle
Each Order placed through the Platform or API constitutes an offer to purchase a Plan at the price displayed at the time of submission. An Order is accepted once the corresponding eSIM profile is reserved with the underlying Carrier and the activation payload is returned to you. Once accepted, Orders cannot be cancelled except as expressly provided in the Refund Policy.
Plan validity, data allowance, throttling, fair-use thresholds, hotspot permissions, voice/SMS support, and geographic coverage are determined by the underlying Carrier and are documented in the catalogue. Validity periods typically commence on first network attachment ("activation") and run continuously until exhaustion or expiry, whichever comes first. eSIMs that are never activated will nevertheless expire at the date documented in the catalogue and will not be refunded after expiry.
You are solely responsible for: (a) communicating accurate activation instructions to your End Users; (b) ensuring End-User devices are eSIM-compatible, carrier- unlocked, and updated to a supported operating system; (c) providing first-line support to End Users; and (d) handling translation, localisation, and consumer-protection obligations applicable in the End User's jurisdiction.
7. Prepaid Wallet, pricing, taxes, and invoicing
The Platform operates on a prepaid Wallet model. You must maintain a positive balance sufficient to fund anticipated Orders. We may make available top-up methods including card, bank transfer, and other payment rails, each subject to the relevant payment processor's terms and to applicable fees. Top-ups are credited when received in cleared funds and are denominated in the currency displayed at the time of top-up.
Pricing is wholesale, may include automatic volume tiers, and may be adjusted from time to time. Price changes apply prospectively: Plans already purchased honour their original price; Plans purchased after the change takes effect are charged at the new price. We will use reasonable efforts to give advance notice of material price increases through the portal or email.
All fees are exclusive of any value-added, sales, use, withholding, excise, or similar taxes, duties, levies, or charges imposed by any taxing authority, except for taxes based on our net income. You are responsible for paying all such taxes associated with your purchases, including any reverse-charge VAT obligations where applicable. Where we are legally required to collect a tax, we will add it to the applicable invoice.
Invoices and statements are made available in the partner portal. You must raise any invoice dispute in writing within thirty (30) days of issue; undisputed portions remain due. Wallet balances do not earn interest, are not bank deposits, are not protected by deposit-guarantee schemes, and are intended solely for consumption of the Services.
8. Acceptable Use
Your use of the Services, and the use of eSIMs you distribute, is at all times subject to our Acceptable Use Policy. Violations may result in immediate suspension, quarantine of pending Orders, throttling, refusal to provision further eSIMs, termination of your account, reporting to Carriers and competent authorities, and recovery of any losses arising from the violation.
9. Intellectual property and licence
As between the parties, eSimerge and its licensors retain all right, title, and interest in and to the Platform, the Services, the API, the documentation, all underlying software, algorithms, models, user interfaces, designs, trademarks, logos, service marks, trade names, and any improvements, derivatives, or modifications thereof, and all related intellectual-property rights worldwide (collectively, "eSimerge IP"). No rights are granted to you other than those expressly set out in these Terms.
Subject to your continuous compliance with these Terms, eSimerge grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term to access and use the Services for your internal business purposes and to resell Plans to End Users under your own brand, in accordance with the branding rules in the Acceptable Use Policy.
You grant eSimerge a worldwide, royalty-free, non-exclusive licence to host, store, transmit, display, and process the data and content you submit through the Services, solely to the extent necessary to provide, secure, support, and improve the Services. You also grant eSimerge a limited right to identify you as a Partner using your name and logo on marketing materials; you may revoke this right by written notice to contact us.
10. Feedback
If you submit suggestions, enhancement requests, recommendations, or other feedback regarding the Services, you grant eSimerge a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use and incorporate the feedback into the Services and other products without obligation or restriction of any kind.
11. Third-party Carriers and dependencies
Connectivity is delivered through Tier-1 Carrier networks and aggregator relationships operated by third parties. eSimerge is not the Carrier, does not operate the radio access network or core network, and does not control Carrier policies, outages, anti-fraud controls, lawful-intercept obligations, or roaming agreements. We aim to meet the platform uptime and activation success targets publicly stated on our marketing site and partner portal, but we do not warrant the uninterrupted availability, throughput, latency, or geographic coverage of any third-party network. In rare cases, a Carrier may temporarily restrict an eSIM under its own anti-abuse controls or regulatory directives; we will use reasonable efforts to mediate but cannot guarantee a remedy in every case.
12. Confidentiality
Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own Confidential Information of like kind, but in no event less than a reasonable degree of care. Confidential Information may be used only to perform the receiving party's obligations and exercise its rights under these Terms, and disclosed only to employees, contractors, and professional advisors with a need to know who are bound by confidentiality obligations no less protective than those in this clause. Confidentiality obligations survive termination for three (3) years; trade secrets are protected for as long as they remain trade secrets under applicable law.
13. Data protection
Where eSimerge processes personal data on your behalf as a processor, the parties will comply with applicable data-protection laws including the UK GDPR, EU GDPR, and any other applicable privacy legislation. Our handling of personal data is described in the Privacy Policy. Where required, the parties will enter into a separate Data Processing Addendum ("DPA") incorporating the UK International Data Transfer Addendum and/or the EU Standard Contractual Clauses, as appropriate. You are responsible for ensuring a lawful basis for any personal data you submit to the Platform and for issuing appropriate privacy notices to End Users.
14. Security
eSimerge maintains administrative, technical, and organisational measures designed to protect the Services and the data processed through them, including encryption in transit, role-based access controls, segregated production environments, audit logging, vulnerability management, and incident-response procedures. No system is completely secure; you acknowledge that the use of internet-based services inherently carries a degree of risk. You agree to implement appropriate security controls on your own systems, including credential rotation, restricted API-key scopes, and timely application of security updates.
15. Service levels and support
Standard partner support is provided in English by email and through the partner portal during normal UK business hours, with best-effort response times proportionate to the severity of the issue. Enhanced service-level commitments, 24x7 escalation, named technical-account-management, and uptime credits may be available under a separately negotiated agreement. We are not obliged to provide support for issues arising from your misuse, unauthorised modification, or integration defects on your side.
16. Warranties and disclaimers
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, eSIMERGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. eSIMERGE MAKES NO WARRANTY REGARDING THE PERFORMANCE OR AVAILABILITY OF ANY THIRD-PARTY CARRIER OR DOWNSTREAM NETWORK. NOTHING IN THESE TERMS LIMITS ANY WARRANTY OR RIGHT THAT CANNOT BE LAWFULLY EXCLUDED.
17. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) YOUR INDEMNIFICATION OBLIGATIONS, (C) EITHER PARTY'S BREACH OF CONFIDENTIALITY, OR (D) LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW (INCLUDING FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD), EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO eSIMERGE UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.
18. Indemnification
You will defend, indemnify, and hold harmless eSimerge, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your or any End User's use of the Services in violation of these Terms, the Acceptable Use Policy, or applicable law; (b) your breach of any representation or warranty; (c) any content or data you submit to the Services; (d) the products or services you distribute or sell using the Services, including consumer-protection, advertising, or telecommunications claims; and (e) any dispute between you and an End User.
19. Term, suspension, and termination
These Terms apply from the date you first accept them and continue until terminated as set out below. Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or (b) becomes insolvent, files for bankruptcy, enters administration, or ceases to do business.
We may suspend or restrict access to all or part of the Services at any time and without prior notice where we reasonably believe doing so is necessary to: (i) prevent harm to the Platform, Carriers, other Partners, or End Users; (ii) comply with a legal, regulatory, or law-enforcement obligation; (iii) investigate suspected fraud or violation of the Acceptable Use Policy; (iv) protect against non-payment or credit risk; or (v) respond to a security incident. We will lift the suspension once the triggering circumstances are resolved.
Upon termination, your right to access the Services ceases, any outstanding fees become immediately due, active eSIMs continue to run until their natural expiry unless the Carrier requires otherwise, and remaining Wallet balances are handled in accordance with the Refund Policy. Sections that by their nature should survive (including 9, 10, 12, 13, 16, 17, 18, 19, 20, 21, 22, 23, and 24) survive termination.
20. Force majeure
Neither party will be liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions, public-health emergencies, internet or power outages, undersea-cable failures, denial-of-service attacks, or failures of third-party Carriers, infrastructure providers, or payment networks.
21. Compliance with laws, export, and sanctions
Each party will comply with all laws applicable to its performance under these Terms, including telecommunications, anti-bribery, anti-money-laundering, consumer-protection, export-control, and sanctions laws of the United Kingdom, European Union, United Nations, and United States. You represent that neither you, your Affiliates, your beneficial owners, nor your authorised users are located in, organised under the laws of, ordinarily resident in, or otherwise subject to sanctions imposed by any of the foregoing authorities, and that you will not distribute eSIMs to any such person. You must promptly notify us of any change in your sanctions status.
22. Notices
We may give notices through the partner portal, by email to the addresses on file, or by posting to our website. You must give notices to us in writing by email to contact us and, for legal notices, also to eSimerge LTD, Legal Department, 128 City Road, London, EC1V 2NX, United Kingdom. Notices are deemed given when delivered or, if earlier, on the next business day after dispatch.
23. Assignment, subcontracting, and relationship of the parties
You may not assign, transfer, or delegate these Terms or any rights or obligations under them, in whole or in part, without our prior written consent; any attempted assignment in breach of this clause is void. We may assign these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets. We may subcontract any part of the Services to qualified providers (including Carriers and infrastructure providers) provided we remain responsible for their performance. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
24. Governing law and dispute resolution
These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England & Wales. The parties submit to the exclusive jurisdiction of the courts of London, United Kingdom, except that either party may seek interim or injunctive relief in any court of competent jurisdiction. Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through senior-management escalation for at least thirty (30) days.
25. Changes to these Terms
We may update these Terms from time to time. Material changes will be communicated through the partner portal or by email at least fifteen (15) days before they take effect, except where a shorter notice period is required for legal, regulatory, or security reasons. The "Effective" date at the top of this page reflects the latest revision. Your continued use of the Services after the effective date constitutes acceptance.
26. Entire agreement, severability, and waiver
These Terms, together with the documents incorporated by reference and any signed order forms, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings. If any provision is held to be invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force. No waiver of any breach is a waiver of any subsequent breach. Headings are for convenience only.
27. Contact
Questions about these Terms, including requests for a signed counterpart or a DPA, may be sent to contact us.
This document is provided as a plain-language template and does not constitute legal advice. Please have qualified counsel review before relying on it in production. Questions? Contact us.