ARTICLE 1. DEFINITIONS
terms used in singular or plural in these General Terms and Conditions of Sale, starting with a capital letter have the meanings defined below:
Client: Refers to the legal entity, purchasing one or more Products from FIRECELL.
End Of Service (EOS): Signifies the date after which FIRECELL ceases to provide support services for a Product or its version.
FIRECELL: Refers to the simplified joint stock company FIRECELL, registered in the Trade and Companies Register under number 899 190 268, whose headquarters are located at 31 rue de Paris 06000 Nice – FRANCE. FIRECELL can be contacted at [email protected]
FIRECELL Product or Product: Collectively or individually refers to one or more Hardware units and/or Licenses provided by FIRECELL.
FIRECELL Software or Software: Refers to the software for which FIRECELL grants a right of usage license.
GTC: Encompasses these General Terms and Conditions of Sale including its addendums, special terms and conditions, addendums, and any subsequent amendments forming an integral part hereof.
Hardware: Refers to the physical equipment sold by FIRECELL, either independently or with a License.
“Device” or “End User Equipment” means any hardware capable of connecting to, communicating with, or being provisioned on the Firecell 5G Network. This includes, without limitation, end-user terminals, CPE, routers, IoT modules, sensors, or any hardware integrating credentials or software enabling access to the network. For clarity, a Device is in scope once it is technically authorized or enabled to attach to the Firecell 5G Network, whether for commercial, testing, pilot, or emergency use
License: Denotes the right to use the software granted by FIRECELL upon purchase.
Critical Problem: signifies conditions severely impacting services, capacity/traffic, and maintenance capability, including but not limited to:
- Loss of service capacity;
- Significant reduction in system load or communication traffic capability affecting over fifty percent (50%) of users;
- Critical security capability loss.
Major Problem: Denotes conditions significantly affecting system operation, maintenance and administration, with urgency less than Critical. Problems but substantial enough to impact system performance,operations and revenue.. This refers but is not limited to:
- Over fifty percent (50%) of Users affected by a reduction of system load capability or communication traffic capability;
- Loss of monitoring and/or diagnostic capability;
- Intermittent interruption of system (for example, accumulative 2mn interruptions in any 24 hours, or continued and repeated interruption in a longer period);
- Continued decrease of data signal or connection quality;
- Persistence and or recurrence of system critical or major alarm;
- Large number of Product problem reports.
Minor Problem: Refers to conditions that do not significantly impair the Product function or service to the Client, nor affect traffic. It includes all issues not classified as Critical or Major Problems.
Offer or Quote: Represents the document detailing the price of a FIRECELL Product.
Reasonable efforts: Denotes efforts or actions expected from any reasonable person or organization to resolve a problem, without guaranteeing its solution, conducted within commercially reasonable limits considering the problem’s nature.
Response Time: Indicates the duration from the creation of a ticket on the platform by the Client to the first notification from FIRECELL’s team.
Restoration Time: Signifies the duration from the ticket creation by the Client to when the Product returns to an acceptable operational condition, potentially with restricted usage or performance due to necessary actions.
Resolution Time: Denotes the duration from ticket creation by the Client to the definitive resolution of the problem.
Services: Refers to the Services available under subscription, as defined in the Services Addendum.
Site: Refers to FIRECELL’s website where Products are presented and accessible at firecell.io.
Software Update: Denotes a revised version of the Software correcting errors or defects in the Client’s software without altering Product functionality.
Software Upgrade: Denotes a new version of the Software incorporating new features.
Support Account: Refers to the personal account assigned to the Client on the Site.
User: Denotes any natural person utilizing the Products.
ARTICLE 2. PURPOSE
The purpose of these GTC is to define the terms and conditions for the purchase and use of the Products, as well as to define the rights and obligations of the parties involved.
It is specified, as necessary, that these GTC consist of all the following contractual documents, listed in order of increasing legal value:
- These GTC and addendum;
- The signed Offer.
And the following documents, available at the links below:
By signing the Offer, the Client acknowledges that they have read and accepted all of these documents.
ARTICLE 3. PLACING AN ORDER FOR A PRODUCT
3.1. Ordering
In order to obtain information on the Products offered by FIRECELL, the Client can consult the Site for Products descriptions, Frequently Asked Questions, general conditions applied by FIRECELL, legal notices and Privacy Policy. The Client may also contact FIRECELL for additional information.
Upon the Client’s request, FIRECELL sends them an Offer.
To purchase, the Client sends a signed Offer to the email address [email protected].
By signing the Offer, the Client acknowledges receiving all the necessary and useful information to make an informed commitment. They confirm exchanging any information that could determine their consent and which they could not legitimately ignore. The Client specifically declares
understanding the hardware power and environmental requirements detailed in the documentation.
Unless agreed otherwise by the Parties, the order or quotation should include a three (3) years subscription and the associate value.
Communicating the signed Offer shall constitute acceptance of these GTC.
Upon receiving the signed Offer, FIRECELL requests the following information from the Client:
- Name, first name, and email address of the User acting on behalf of the Client;
- Client’s contact information;
- The delivery address;
- The bank details associated with the payment method chosen by the Client.
The Client commits to providing correct and current information.
FIRECELL will not validate the order if all this information is not received. Once validated, the Client receives an order confirmation email.
Unless otherwise agreed between the Parties, any validated order is final and cannot be canceled or modified.
3.2. Product Delivery
Product delivery is made to the address provided by the Client. If a Product is returned to FIRECELL due to non-claim or an incorrect delivery address given by the Client, FIRECELL may invoice the Client for reshipment costs.
FIRECELL selects the carrier.
The definition for DDP, DAP, EXW can be found in the Addendum – INCOTERMS 2020 (International Commercial Terms 2020).
Unless otherwise agreed between the Parties, delivery in all countries is Ex Works (EXW) for all Firecell Products with the below exceptions :
For reference, details of delivery options valid at the time of the signature of the Offer signature are appended to these GTC.
In any case, if applicable law requires the Client to withhold taxes levied on payments under the Contract (“Withholding Tax”), prices and fees shall be adjusted upward to ensure that FIRECELL does not bear the cost of such a Withholding Tax.
In any case, delivery times provided at order placement are estimates only and not binding on FIRECELL. Any delay in FIRECELL Product delivery shall not entitle the Client to damages or order cancellation.
3.3. Product Receipt and Defect Reporting
Upon delivery, the Client must verify Product’s conformity to the order and check any apparent defects. Any discrepancies or issues must be:
- Noted on the delivery slip;
- Confirmed to FIRECELL via registered letter with acknowledgment of receipt within seventy-two (72) hours of Product receipt.
If no discrepancies or issues are reported as specified above, the delivered FIRECELL Product will be deemed to comply with the order.
After receiving reported issues and supporting evidence (e.g. photos), FIRECELL will provide the Client with instructions on how to proceed based on the identified defect.
The Product should not be returned to FIRECELL without explicit instructions from FIRECELL. If a return is necessary, FIRECELL will:
Promptly provide a replacement.
Cover the costs of returning the defective Product;
3.4. End-User Equipment Compatibility
The Client acknowledges that Firecell may resell certain end-user equipment intended for use with Firecell’s 5G solutions. Firecell relies on compatibility tests performed by the original equipment manufacturer or certified third parties to verify the compatibility of such equipment with 5G technology and related Firecell products or services.
While Firecell makes reasonable efforts to ensure that the equipment provided is compatible with its 5G solutions, Firecell does not independently verify such compatibility and does not guarantee that the equipment will function without limitation in all environments or with all third-party devices or networks. Any compatibility claims are based solely on test results and documentation provided by the manufacturer or relevant testing entity.
The Client is responsible for ensuring that the equipment is suitable for its intended use and operational environment. Firecell shall not be held liable for any incompatibility, performance issues, or damages arising from the use of the equipment beyond what has been validated through the aforementioned compatibility testing.
3.5. Secure access
Upon receiving the Hardware, the Client is required to:
- Change the automatically generated password;
- Choose a personal and secure password.
ARTICLE 4. FIRECELL SOFTWARE LICENSE
FIRECELL grants the Client a non-exclusive and non-transferable right to use the FIRECELL Software, unless otherwise agreed between the Parties. This right:
- Is limited to the Client’s use of the Product,
- Must align with the Product’s intended purpose as defined in its documentation;
- Is for personal and non-commercial purposes only.
The License is valid worldwide for the duration of the Client’s use of the Product. Any use of the Software that is not explicitly authorized by the GTC is strictly prohibited.
In this regard, unless otherwise authorized by FIRECELL, the Client shall not:
- Modify, adapt, distort, translate or create any derivative works from the Software;
- Integrate the Software in another software;
- Sublicense, rent, lease, lend, or transfer the Software in any way to a third party;
- Reverse engineer, decompile, disassemble or attempt to misappropriate the Software’s source codes except where legally mandated;
- Use or copy the Software for purposes other than backup or testing;
- Remove or bypass any protection license key associated with the Product.
- Install, run, duplicate, or transfer the Software onto any hardware, server, virtual environment, or equipment other than the Product supplied or expressly
authorized in writing by FIRECELL, unless such use is the subject of a separate written license agreement negotiated and purchased from FIRECELL.
FIRECELL represents that, except for the essential patents (as defined below), it:
- Holds all intellectual property rights, and sub-licensing rights;
- Openly discloses the use of open source licenses for Software components used in the Product;
- Ensures that the Product use, as delivered by FIRECELL and in accordance with the related documentation and this GTC, does not infringe on third party intellectual property rights.
‘Essential patent’ refers to any patent claim necessarily and unavoidably required for 3GPP compliance, only to the extent that infringement cannot be avoided to remain compliant with the relevant 3GPP standards, for technical (not commercial) reasons, given normal technical practice and the state of the art at the relevant time.
ARTICLE 5. FINANCIAL CONDITIONS
5.1. Prices
Applicable prices are those indicated in the Offer from FIRECELL to the Client. Unless stated otherwise, prices are in euros, excluding Value Added Tax (VAT). Total amount, including VAT is specified before Client payment validation.
FIRECELL may modify prices, notifying the Client by email, at least one (1) month prior.
If the Client does not accept the new prices, they must terminate the subscription as per article 6.2.
Lack of termination implies acceptance of new prices.
5.2. Coupons
FIRECELL may offer discount codes (or “coupon”).
FIRECELL coupons are one-time discounts with specific conditions (e.g. minimum purchase, specific Product).
FIRECELL reserves the right to refuse or modify coupon terms at any time and without notice.
5.3. Terms of payment
Unless agreed otherwise by the Parties, payment for Product The payment and invoicing schedules are 50% upon order and 50% upon installation with an acceptance report with a maximum of one month between installation and delivery. If installation has not taken place within one month after delivery, The 50% remaining invoice will still be issued.
Payment must be received before delivery of the Product.
FIRECELL reserves the right to withhold delivery until payment is received.
Advances will be set off against the price of the order, and are not considered deposits that can be abandoned in order to allow the parties to terminate the contract. No discount will be granted for early payment, unless the Parties expressly agree otherwise.
The final invoice will be issued after the transfer of ownership, in accordance with the INCOTERMS agreed upon in the order.
Payment is via bank transfer or through Firecell’s eShop (direct debit on bank card or SEPA mandate for European Client in the SEPA zone).
For subscription renewals, advance payment invoices are issued annually on the first day of each annual period. Renewal invoices are payable thirty (30) days from the date of the issue.
5.4. Late or default of payment
In the event of late payment or non-payment (including refusal or failure of a direct debit) of any invoice by the Client thirty (30) days after its due date, the Client shall be formally notified via registered letter with acknowledgment of receipt.
The Client shall be required to rectify the outstanding amount within eight (8) days of receipt of said notification.
Should the Client fail to comply within the stipulated eight (8) day period, the Client shall be liable for:
- The outstanding invoice amount;
- Penalties amounting to one and a half (1.5) times the legal interest rate, calculated from the invoice date;
- Forty euros (€40) for collection costs.
Furthermore, following the expiration of this eight (8) day period, FIRECELL reserves the right to suspend the Services.
This suspension shall not affect the ongoing invoicing of the aforementioned Services, nor shall it entitle the Client to any form of compensation.
ARTICLE 6. DURATION AND TERMINATION
6.1. Effective Period
These GTC shall come into force as from their acceptance by the Client and remain in effect for the entire duration of the Client’s use of the Products.
6.2. Termination by FIRECELL
Without prejudice to the provisions of article 5.5. FIRECELL reserves the right to terminate these GTC immediately without notice in the event of the Client’s breach of any obligation herein. Such termination shall not entitle the Client to any compensation.
6.3. Subscription Duration and Termination
6.3.1. Initial Term
The subscription is mandatory with the purchase of a FIRECELL Product (excluding the purchase of Hardware alone) for a minimum term of three (3) years.
The subscription period commences on the date of Product shipment and continues for the duration specified in the Offer. In the absence of such specification, the subscription period shall be three (3) years.
6.3.2. Renewal
The subscription shall be automatically renewed for successive one (1) year periods unless terminated by the Client as per the conditions set forth herein.
6.3.3. Termination by Client
The Client may notify FIRECELL of its intention not to renew its subscription at any time, no cost, by contacting FIRECELL via email at [email protected].
6.3.4. Payments Obligation
Any commenced subscription period is due in full. Non-renewal or termination of the subscription does not entitle the Client to any reimbursement.
6.3.5. Effects of Non-Renewal
Non-renewal of the subscription results in the termination of access to the Services at the conclusion of the current subscription period.
6.4. Interruption of the subscription
Interrupting a subscription may worsen minor issues.
Reactivating the subscription will incur additional charges for the duration of the interruption, based on the annual rate at the time of the reactivation.
ARTICLE 7. FIRECELL’S OBLIGATIONS AND RESPONSIBILITIES
FIRECELL commits to providing its products with the necessary care and expertise, ensuring continuous and uninterrupted use for the Client
7.1. Warranty limitation
FIRECELL provides no warranties, express, implied, statutory or otherwise..
The Client is responsible for the use of the provided Products, unless otherwise specified. FIRECELL is not liable for:
- Improper installation or misuse of the Products by the Client or anyone under its responsibility;
- Non compliance with technical requirements recommended by FIRECELL;
- Malfunctions solely due to Hardware,Non-performances, failures, malfunctions or unavailability of the Products caused by third
- parties, the Client or its employees, third party hardware not sold by FIRECELL, or a Client’s failure to meet contractual obligations;
- Loss or disclosure of access credentials by the Client to unauthorized third parties, by any means, allowing access to the Client’s support account;
- Fraudulent use of the Products, including hacking or other cyber-attacks;
- Indirect damages suffered by the Client due to a malfunction of the Products, such as in particular any operating loss, any commercial, financial or moral damage;
- Loss, alteration or destruction of contents (information, data, applications, files, etc.) hosted on or through the Products, as FIRECELL does not manage the Client’s continuity of operations, including back-up procedures.
7.2. Limitation of liability
The Client must bring any claims due to FIRECELL’s non-performance before the competent courts within two (2) years from the date of non-performance, or they will be forfeited.
In any event, except in cases of gross negligence or misconduct, FIRECELL’s liability shall be limited to the invoice value of the Product. Consequently, FIRECELL shall not be liable for direct or indirect, tangible or intangible damages resulting from the use of the Product, whether consequential or not, including but not limited to operational losses, damage to reputation, and lost profits which the Client may claim.
7.3. Insurance
FIRECELL maintains necessary insurance for operational and professional civil liability, covering any physical, material or immaterial damages for which it may be made responsible. Upon request, FIRECELL undertakes to provide a certificate of insurance to the Client and to maintain these guarantees throughout the term of the GTC.
7.4. Force majeure
FIRECELL will not be held liable for delays or failures caused by force majeure events as defined by article 1218 of the Civil Code and the jurisprudence of the French courts and tribunals, including, without limitation, interruptions, suspensions, reductions or disturbances in electricity or electronic communication networks, or other events beyond its control.
ARTICLE 8. CONFIDENTIALITY
The Client acknowledges the confidentiality of all documents, systems, software, preceded by all information communicated to the Client by FIRECELL during the execution of the GTC that are not known to third parties (the confidential information).
The Client agrees to use this confidential information only for the purposes of the GTC and the use of the Products and not to disclose it to third parties. The Client is responsible for ensuring its employees, agents, and authorized Users comply with this confidentiality obligation.
FIRECELL undertakes not to disclose any confidential information about the Client to third parties, provided that it is not already public knowledge.
Confidentiality obligations set forth in this article shall continue for a period of five (5) years after the termination of the GTC.
ARTICLE 9. PUBLICITY AND MARKETING CLAUSE
9.1. Client Acknowledgment and Usage Disclosure
The Client acknowledges and agrees that FIRECELL may use the Client’s name, logo, and a description of the Services provided to the Client, including any statistics or metrics regarding the usage of the FIRECELL Products, in its marketing, promotional, and advertising materials. This includes, but is not limited to, use in press releases, case studies, testimonials, websites, social media, and other promotional channels.
9.2. Conditions
Pre-Approval: Any specific usage details or statistics containing sensitive or proprietary information of the Client shall require the Client’s prior written approval before disclosure. Accuracy: FIRECELL shall ensure that all disclosed information is accurate and not misleading. Limitations: FIRECELL agrees not to disclose any information that would reasonably be expected to cause harm or competitive disadvantage to the Client.
9.3. Duration
This authorization shall remain in effect during the term of the GTC and for a period of one (1) year following its termination, unless otherwise specified in writing by the Client.
9.4. Revocation
The Client may revoke this authorization at any time by providing written notice to FIRECELL. FIRECELL will then cease using the Client’s name and related information within a reasonable period.
ARTICLE 10. MODIFICATIONS
FIRECELL reserves the right to change the terms and conditions of the present GTC at any time.
New contractual conditions may be added due to technical, legal or jurisprudential developments or when new services and features are introduced.
The applicable GTC are those accepted by the Client at the date of purchase of the Product.
ARTICLE 11. USER’S RIGHTS ON ITS PERSONAL DATA
FIRECELL’s Privacy Policy explains what personal data is collected and how it is processed.
ARTICLE 12. EVIDENCE AGREEMENT
The Client agrees to accept these GTC in electronic format and to receive all related documentation in this same format, at the Client’s email address. The Client acknowledges that these electronically concluded GTC, established on a durable medium as per regulations, have the same legal effect as paper documents.
By express agreement between the parties, all electronic records including but not limited to data transmitted by the Client, connection data relating to actions performed from the Client’s support account, and data related to the use of the Site and the Products, serve as proof of the Client’s actions and operations on the Site. These electronic records are admissible in court and constitute evidence of the contained data and facts.
In case of disagreement, the electronic records produced by FIRECELL will take precedence over those produced by the Client, unless the Client can demonstrate the unreliability or inauthenticity of FIRECELL’s documents.
ARTICLE 13. INDEPENDENCE OF CLAUSES
If any part of these GTC is found to be void, invalid or unenforceable for any reason, the affected term(s) will be deemed non-existent, but the remaining terms will remain in full force and effect.. The invalidated terms would then be replaced with terms that most closely match the intent and meaning of the original clause.
ARTICLE 14. APPLICABLE LAW AND JURISDICTION
These GTC, of which only the English language version shall prevail, and all related matters shall be governed by and construed in accordance with French law.
Unless otherwise agreed, any dispute regarding the interpretation, validity and/or performance of these GTC, if not resolved amicably, shall be submitted to the exclusive jurisdiction of the Commercial Court of Nice, France, including for proceedings seeking emergency or protective measures, in summary proceedings or requests.
ARTICLE 15. FINAL PROVISIONS
The GTC will remain in full effect regardless of any changes to the structure or legal status of FIRECELL, including mergers, acquisitions, or splits, whether or not a new legal entity is created.
Unless explicitly stated otherwise, these GTC represent the entire agreement between the parties concerning the Products and the Site. They supersede and replace all prior verbal or written agreements related to the same subject.
Appendix – INCOTERMS 2020 (International Commercial Terms 2020)
INCOTERMS 2020 (International Commercial Terms 2020) are standardized trade terms published by the International Chamber of Commerce (ICC). They provide globally recognized definitions and rules that clarify the responsibilities of buyers and sellers in international transactions. These terms define who is responsible for costs and risks at various stages of the shipping process, from the initial shipment to final delivery. By using INCOTERMS 2020, businesses can ensure smoother and more consistent trade practices, minimizing misunderstandings and clearly delineating the obligations and responsibilities of each party involved in the shipping process.
Delivered duty paid (DDP)
With DDP, FIRECELL assumes full responsibility, risk, and costs for the transportation of goods until they reach the Client at the destination port. This includes covering all shipping costs, export and import duties, insurance, and any other expenses incurred during transit to the agreed location in the Client’s country.
Delivery at place (DAP)
With DAP, FIRECELL covers all costs and assumes any potential losses associated with transporting goods to a specified location. Once the shipment arrives at the destination, the Client is responsible for paying import duties and any applicable taxes, clearance fees and any applicable local taxes.
Ex Works (EXW)
With EXW, FIRECELL makes the Package available at a designated location, and the Client is responsible for all transport costs. The Client also assumes other risks, including loading the goods onto trucks, transferring them to ships or planes, and complying with customs regulations.
| N° |
SERVICE |
ORION Network and ORION Labkit Products |
PEGASUSProducts |
| Gold |
Platinum |
| 1 |
Access to FIRECELL documentation portal |
✔ |
✔ |
✔ |
| 2 |
Support for installing, configuring & maintaining the Purchased Product |
✔ |
✔ |
✔ |
| 3 |
Access to FIRECELL Software Updates and Upgrades |
✔ |
✔ |
✔ |
| 4 |
Read only access to FIRECELL source code |
✔ |
✔ |
|
| 5 |
Read & write access to FIRECELL source code |
|
✔ |
|
| 6 |
Support for source code modification &extension |
|
✔ |
|
| 7 |
Support for integration with third-parties software or Hardware |
|
✔ |
|
| 8 |
Training sessions |
|
|
Available upon ordering |
| 9 |
Software Update and Upgrade Installation |
|
|
| 10 |
Equipment Health Check service |
|
|
| 11 |
Key event support service |
|
|
| 12 |
Service review meeting |
|
|
| 13 |
Software Support Service |
|
|
✔ |
| 14 |
Hardware Replacement Service |
Available upon ordering |
Available upon ordering |
Available upon ordering |
1. Access to FIRECELL documentation portal
The Client has access, at any time, to the user manual and technical documentation necessary for the proper handling and use of the Product, on the platform accessible for this purpose from its Support Account.
Through this portal, the Client can be informed of the latest maintenance experiences and skills, learn some preventative steps necessary for hardware and equipment maintenance and acquire the latest knowledge regarding the Product.
FIRECELL makes Reasonable efforts to regularly update the technical documentation.
The Client also has access at any time, to the Q&A Forum on the portal accessible for this purpose from its Support Account.
2. Support for installing, configuring & maintaining the Product
Upon receipt of the Hardware, the Client is invited to make an appointment with FIRECELL for an introductory session on operations and maintenance regarding the Product.
This session will last one (1) hour and will take place by videoconference, on the dates and at the times agreed upon by the parties.
3. Access to FIRECELL Software Updates and Upgrades
FIRECELL makes available to the Client the Software Updates and Upgrades on the Gitlab platform.
FIRECELL informs the Client of its EOS. At the arrival of the EOS, the Client is required to install the Software Update or Upgrade made available by FIRECELL.
FIRECELL cannot be held responsible for any Problem appearing after the availability of the Update or Upgrade if the Client has not installed the Software Update or Upgrade.
4. Read only access to FIRECELL source code
FIRECELL grants the Client a read only access to FIRECELL’s Gitlab account. The Client accesses this account under its full and complete responsibility.
5. Read & write access to FIRECELL source code
FIRECELL grants the Client an access to FIRECELL’s Gitlab.
This space is fed by the community of FIRECELL users. It allows the Client to exchange with the community, and to work in a collaborative way on the open-source components of the source code of the Software meaning only the modules adapted from OpenAirInterface source code, and not FIRECELL’s proprietary code.
The details of the open-source components are available to the Client on the FIRECELL documentation portal.
FIRECELL does not control and is not responsible for what is published and shared by the FIRECELL community.
The Client participates in this community under its full and complete responsibility.
FIRECELL cannot be held responsible for any damage, direct or indirect, resulting from the participation of the Client in the FIRECELL community on Gitlab.
6. Support for source code modification & extension
In the event of a technical Problem resulting from the Client’s modification of the source code in accordance with Service N°5, FIRECELL will make Reasonable efforts to assist and troubleshoot the Client, and to revert to a stable, validated version of the source code.
7. Support for integration with third-parties software or equipment
FIRECELL assists the Client when it wishes to integrate the Software with third-parties software or equipment.
8. Training Sessions
The Client may request one (1) or more training sessions on the configuration, use, and functionality of the Product.
The dates, duration, place, as well as the topics and speakers of the training sessions will be determined jointly by the parties.
9. Software Update and Upgrade Installation
Within the framework of the Software Update and Upgrade Installation service, FIRECELL shall install the Update or Upgrade patches requested by the Client.
FIRECELL will communicate an installation schedule to the Client, according to the complexity of the intervention.
It is expressly understood that this schedule is purely indicative and does not engage the responsibility of FIRECELL.
The Client shall cooperate actively with FIRECELL in the installation of the Update or Upgrade. The new version is governed by ARTICLE 4. FIRECELL SOFTWARE LICENSE of the GTC.
10. Equipment Health Check service
Equipment Health Check service is a preventive maintenance service in which FIRECELL checks, according to a frequency to be determined jointly with the Client, the health status of the Client’s equipment and software, in order to prevent potential Problems.
Within the framework of this service, FIRECELL shall check the data configuration, operating status, and performance of specified equipment and/or software in the Client’s network.
It is expressly understood that this service does not include the environmental testing of the equipment (such as the temperature, humidity, dust and lighting of the equipment room and Client’s Site).
FIRECELL will inform the Client before proceeding to any testing on the Client’s network.
The Client is responsible for the integrity of its data before, during and after the testing operations. FIRECELL strongly recommends to the Client to proceed to backup measures of all its data before any intervention. FIRECELL shall not be held responsible for any loss or alteration of the Client’s data resulting from an intervention within the framework of the Equipment Health Check Service.
At the end of this Service, FIRECELL shall provide an Equipment Health Check report to the Client.
11. Key event support service
Key Event Support Service is the provision of specific, enhanced and temporary support to the Client during key events such as a major network operation, client demonstration, etc.
The Client shall precisely define the context of the key event, its timing, and its associated needs. Otherwise, FIRECELL cannot be held responsible in case of a non-conformity of the support service to the Client’s requirement.
According to the needs expressed by the Client, FIRECELL will communicate a support proposal for the Key event, including recommendations.
It is expressly understood that these recommendations only have advisory value and cannot engage the responsibility of FIRECELL. The Client chooses to implement them at its own risk.
At the end of the Key event, FIRECELL shall provide a Key event report to the Client.
12. Service review meeting
The Service review meeting allows the parties to meet, according to a frequency to be determined jointly with the Client, and discuss the Services rendered, the number of tickets created, and their resolution, with the aim of continuous improvement of the services and in the interest of the collaboration between the parties.
The Client shall inform FIRECELL, before the meeting, of any specific subject the Client wishes to discuss.
The meeting will be held at the dates and places jointly decided by the parties.
13. Software Support Service
Software support service is provided to correct, remedy or bypass the malfunction of the FIRECELL Software in the event that it does not perform in conformity with its technical specifications.
Software support services apply to the Product until its EOS.
(i) Initial diagnosis of malfunctions
In the event of a malfunction of the Product, the Client may contact the support service by creating a ticket via its Support Account.
The Client explains and details as best as possible the malfunction in order to help FIRECELL to make an initial diagnosis.
If the initial diagnosis reveals that it is a malfunction specific to the Hardware, the support is managed in accordance with the Hardware Replacement Service eventually in force.
If the initial diagnosis reveals that the Problem is specific to the FIRECELL Software, the support will be managed in accordance with the provisions of the present article.
(ii) Software Support Process
The Software Support Service is carried out by FIRECELL’s support service, which is organized in three (3) levels, according to the degree of urgency and complexity of the necessary intervention.
These levels are defined, for information purposes, in appendix 1. This appendix has only an informative scope, with an aim of transparency of the services provided by FIRECELL.
It is exclusively up to FIRECELL to choose to attribute an intervention to a specific level. The Client cannot demand that an intervention be assigned to a particular level, which the Client expressly acknowledges.
FIRECELL resolves the Problem:
- by giving instructions to the Client to solve the Problem through the Client’s direct intervention. If the resolution of the Problem involves downloading and installing an Update or patch, the Client undertakes to do so without delay, before any further use of the Product.
- Or, if FIRECELL deems it necessary and with the Client’s agreement, by remote intervention.
The Client shall cooperate actively with FIRECELL, before, during and after the intervention, until the resolution of the Problem, as well as provide feedback on the effectiveness of the solution.
For Critical Problem only, once the intervention is over and the Problem is resolved, the Client will have access to the history of interventions specific to the Problem.
(iii) Data integrity
The Client is responsible for the integrity of its data before, during and after the intervention. FIRECELL strongly recommends to the Client to proceed to backup measures of all its data before any intervention. FIRECELL shall not be held responsible for any loss or alteration of the Client’s data resulting from an intervention within the framework of the Software support service as defined in the present article.
The Client authorizes if necessary FIRECELL to access its data, under the conditions defined in appendix 2. The Client undertakes to renew this authorization each time the subscription is renewed.
14. Hardware Replacement Service
- Hardware Replacement Service definition
Our comprehensive hardware replacement service begins with a thorough assessment and diagnosis to identify the faulty components. We ensure that the replacement parts are compatible with your existing system. Our team procures high-quality parts, ships the replacement parts. We provide support on all replacement hardware and offer continuous support to address any post-replacement issues, ensuring your system runs smoothly and efficiently.
- Conditions
FIRECELL offers to the Client holding a subscription and that has selected the hardware replacement option, a Hardware replacement service, for the duration of the subscription.
The service starts on the day of receipt of the Hardware (as per the proof of the carrier), for the duration specified in the Offer. If not specified in the Offer, the service period is one (1) year.
Hardware Replacement Service is automatically terminated in the event of termination of the subscription, regardless of the duration stipulated in the Offer.
- Terms of performance
In case of malfunctioning of the Hardware, the Client shall contact FIRECELL within the service period at the address: [email protected].
The Client shall send the Hardware to the postal address indicated by FIRECELL. The shipping costs are supported by FIRECELL.
The Hardware must be properly packed and protected for transport. Transport is at the Client’s risk.
The defective Hardware will be repaired or replaced, at FIRECELL’s discretion. Return shipping costs are supported by FIRECELL.
In any case, the Client is responsible for the integrity of its data. The Client acknowledges that the data hosted on the Hardware may be damaged or deleted during the repair, or that FIRECELL may send the Client a replacement Hardware without any data. FIRECELL thus strongly recommends to the Client to proceed to backup measures of all its data before sending the Hardware for repair or replacement.
- Remplacement Service Exclusions
This Hardware Remplacement Service does not cover:
- Damage to the Hardware caused by accident or as a result of impact or dropping resulting in breakage, cracks, or any degradation of the physical and/or functional integrity of said product,
- Changes in the condition of components such as oxidation that may be caused by immersion in liquid or prolonged exposure to wet conditions,
- Failure to comply with the maintenance requirements of the Hardware or failure to maintain the Hardware such as fouling,
- Failure to follow the instructions provided in the manual or misuse of the Hardware,
- Damage to the Hardware by external causes such as fire, lightning or water damage or any other force majeure,
- Hardware whose serial number is not legible or present,
- The Hardware modified or repaired by the Client themself or by any other person not authorized by FIRECELL.
APPENDIX 1 – LEVELS OF FIRECELL SOFTWARE SUPPORT SERVICE
Level1: Level 1 is the technical service department dedicated to Clients, which includes the engineering department, the technical support center and the basic service department.
Following the creation of a ticket by the Client, the Client is assisted by a Level 1 representative. Level 1 representatives solve the problems reported by the Client and request logs for this purpose.
If the problem cannot be solved at Level 1, the Level 1 representative refers the problem to Level 2, along with the logs.
The Level 1 representative acts as a liaison between the Client and the other levels when their intervention is required. The Level 1 representative is the sole point of contact for the Client.
Level 1 can be executed by a partner or system integrator of FIRECELL.
Level2: Level 2 includes the senior technical service department.
Level 2 representatives assist Level 1 in problem solving and provide training to Level 1 representatives.
Level 2 representatives solve the problems assigned to them by Level 1. They can analyze the logs for this purpose.
If the problem is not caused by logs but by bugs, and cannot be solved at Level 2, the Level 2 representative refers the problem to Level 3.
Level3: Level 3 includes the headquarter technical service department and the R&D department. Level 3 representatives provide training to Level 1 and Level 2 representatives.
Level 3 representatives analyze the bugs, and solve the problem assigned to them by Level 2, alongside frontline engineers.
Level 3 representatives plan bug resolution in coming sprints.
APPENDIX 2 – CLIENT NETWORK ACCESS AND DATA PROCESSING
Authorization Letter
Purpose: To ensure the safety, stability and efficiency of [Client] network, support the contract fulfillment of [Client] cooperation and subsidiaries network related to engineering, replacement service and support existing contracts signed with FIRECELL.FIRECELL needs toobtain and use the software and equipment data strictly related to the description herein below “Description of Client network data to be accessed and/or processed” of theClient’s network (hereinafter referred to as “Data”),analyze the software and equipment data of Client’s network to provide [Client] with services such as business consulting, network consulting, network planning and optimization, network rollout, network deployment and integration, network maintenance, management service, integration service, troubleshooting and training service or other specificrequest/requirements from [Client].
The data is given to perform the needed maintenance activities, updates, HardwareReplacement Service and support service and should be deleted immediately once the work is completed.
FIRECELL should take necessary information security measures to the Data provided to prevent unauthorized use, disclosure, or leakage of such Data. |
| Client name |
[Client] |
| Authorized party |
FIRECELL |
| Equipment Name |
Including the equipment that need FIRECELL delivery and maintenance according to all engineering, Hardware Replacement Service and support existing contracts signed with FIRECELL during this letter period including but not limited to Firecell Products data,Core data, RAN data etc. |
| Equipment site (Location) |
As per requirements in [Client] network |
| Whether Client network data istransferred out of the Client’s network |
Yes: Access from [Client] premises within the respective country or FIRECELL HQ or authorized place within the respective country(France, Sweden, India) by authorized FIRECELL staff or cooperation partner.▫No |
| Period for accessing the Client’s network and processing data |
DD-MM-YYYY to DD-MM-YYYY |
| Operations afteraccessing the Client’s network |
Collect the Data that is authorized by the Client and uses FIRECELLgroup data analysis and processing tools and capabilities to perform operations such as invoking, calculating and analyzing the data. |
| Whether the Client’s Data will betransferred out of the Client’s network |
Yes: Recipients: FIRECELL staff or cooperation partner.▫No |
| Whether Client network Data istransferred out of the local country |
Yes: Transfer destination: problem handling countries (France, Sweden, India).Recipients: FIRECELL staff or cooperation partner.▫No |
| Description of Client network data to beaccessed and/or processed |
Software and Equipment data of the preceding devices in the Country of Client, for example configuration data, performance data, alarmdata, log data, traffic data, capacity data, experience data, coverage data, topology data, site physical location information, siteinfrastructure information, site telecom equipment Equipment data, etc. and other Client network data required for authorization purposes. |
Others:In all cases, FIRECELL commits to abide by and respect all applicable data protection Laws.FIRECELL commits not to transfer and display the Data subject of this letter to third parties (excluding FIRECELL suppliers and subcontractors) without the Client’s consent,. However, should the activity requires FIRECELL to disclose such Data, FIRECELL must inform and communicate to [Client] the names of any parties that may access this information, including FIRECELL suppliers and subcontractors which must be bound by the same confidentiality clauses and data protection laws.
[Client] shall have the right to assign, transfer or purport all of its rights and obligations to any of its designee, having given FIRECELL prior written notice of such assignment but without having to obtain its consent prior to such assignments.
This letter is essential for FIRECELL internal processes, and for each case where FIRECELL is required to collect Data from [Client] network, FIRECELL must get needed approvals from [Client] prior to any data collection from the network following the agreed process between both parties. |
[Client] authorizes FIRECELL to access [Client] network for operation and/or to process the network data related to all engineering, Hardware Replacement Service and support
services existing contracts signed with FIRECELL in the term of this authorization according to [Client] instructions for the purpose above.
| Client representative: |
| Date: |
FIRECELL ORION LABKIT AND ORION NETWORK SPECIAL TERMS AND CONDITIONS ADDENDUM
The following special terms and conditions apply exclusively to the Orion Labkit and Orion Network Product and are intended to supplement GTC.
In case of discrepancy, these special terms and conditions shall prevail over the GTC.
1. FIRECELL Software License for Orion Labkit and Orion Network
Superseding what is stipulated in the GTC, FIRECELL grants the Client the following license on the Software:
The Client may use and modify the Software strictly for personal and non-commercial purposes.
The Client may modify, adapt, distort, translate the Software, or create any derivative computer program from it.
The Client may integrate the Software into other software applications.
2. Open-Source Component Collaboration
Subject to an active subscription, the Client is permitted to access and/or collaborate on the open-source components of the Software’s source code under the conditions set out in the Services Addendum.
The Client agrees to adhere to the license terms governing the open-source components and releases FIRECELL from any liability in this respect.
3. Conduct and Use of Services
The Client commits to avoid any abusive or malicious use of access to FIRECELL’s Gitlab, JIRA, and other services, ensuring that such actions do not harm FIRECELL or other participants using these services.
4. Applicability of License to Modified or Partial Use of Software
The Parties expressly agree that the FIRECELL Software, including any part, component, module, or code fragment thereof, whether used in its original form or modified, translated, integrated, or incorporated into another product or system, remains subject to the terms and restrictions of the ARTICLE 4. FIRECELL SOFTWARE LICENSE of the GTC Any use, implementation, reproduction, distribution, or exploitation of the Software, even if altered, adapted, or combined with other software or hardware, shall be deemed use of the FIRECELL Software and shall remain governed by the present License. Consequently, no such use is permitted unless expressly authorized in writing by FIRECELL or made pursuant to a separate license agreement duly negotiated and purchased by the Client.
5. Limitation of Liability
FIRECELL CANNOT BE HELD RESPONSIBLE FOR ANY DAMAGES RESULTING FROM MODIFICATIONS, ALTERATIONS OR RECTIFICATIONS MADE BY THE CLIENT ON THE SOURCE CODE OF THE SOFTWARE. ANY CHANGES MADE BY THE CLIENT ARE DONE AT THEIR OWN RISK.
