1. Definitions

• Voucher Code: A code issued by The Company that grants Reseller the right to redeem a number of eSIM entitlements from The Company’s platform at a discounted reseller rate.
• eSIM Entitlement / eSIM Download: A unit of downloadable eSIM service (for a specific region, plan, SKU) that Reseller may retrieve using an active Voucher Code.
• Issuance / Delivery: When The Company makes a Voucher Code available to Reseller (e.g. via email, dashboard, API).
• Redemption / Use: When Reseller redeems a voucher code (or part thereof) to request/download an eSIM entitlement.
• End Customer: A party to whom Reseller sells or provides the downloaded eSIM (but not the Voucher Code itself).

2. Use of Voucher Codes & Entitlements

• Voucher Codes are solely for Reseller’s internal use to obtain eSIM entitlements from The Company’s platform. Reseller shall not distribute, disclose, or transfer Voucher Codes to end customers or third parties.
• Voucher Codes must be redeemed through The Company’s official portal, API, or dashboard under the technical and operational rules published by The Company.
• Reseller may resell the downloaded eSIM entitlements to End Customers at its discretion (pricing, support, terms). The Company is not responsible for Reseller’s downstream customer-facing activities.
• Unused entitlement balances from redeemed Voucher Codes remain Reseller’s responsibility. Unused entitlements do not entitle Reseller to refund, credit or extension beyond any stated expiry.

3. Sale, Payment & Non-Refundability

• A Voucher Code is deemed sold at the moment of Issuance. Title, risk, and obligation to pay pass to Reseller at Issuance.
• All Voucher Codes and any associated eSIM entitlements are non-refundable and non-cancellable from the moment of Issuance, regardless of whether they are redeemed, partially redeemed, or remain unused.
• The Company will issue an invoice for the full reseller price for each Voucher Code at Issuance.
• Payment is due within six (6) months from the date of Issuance unless otherwise agreed in writing.
• Late payments may incur lawful interest or penalty. The Company may suspend redemption of Voucher Codes or withhold delivery of further codes until outstanding payment is settled.
• Reseller shall not withhold or offset any amounts owed under these Terms, except where required by law.

4. Validity, Expiry & Suspension

• Voucher Codes carry validity periods or expiry dates as published at Issuance. After expiry, unused entitlements cannot be redeemed or restored.
• The Company reserves the right to suspend a Voucher Code (in whole or part) immediately for reasons including suspected misuse, fraud, leakage, or breach of these Terms without refund.
• The Company may modify technical or operational rules (e.g. connectivity, APIs, limits) and may deprecate outdated codes. Reseller must comply with updated rules in effect at time of redemption.

5. Warranties & Limitation of Liability

• The Company warrants that, at time of Issuance, a Voucher Code is valid and functional under normal conditions.
• Except as stated above, all warranties are disclaimed to the fullest extent permitted by law (including warranties of merchantability, fitness for a particular purpose, non-infringement).
• The Company’s maximum liability for claims relating to any Voucher Code shall not exceed the amount paid or owed by Reseller for that particular code.
• In no event shall The Company be liable for indirect, incidental, consequential, or punitive damages (including lost profits, loss of business, or goodwill), even if The Company was advised of potential damages.

6. Reseller Obligations & Compliance

• Reseller is responsible for safeguarding the Voucher Codes, preventing unauthorized access, and using them for lawful business purposes only.
• Reseller shall comply with applicable laws (telecommunications, export controls, sanctions, consumer protection) in its territories, including any restrictions related to eSIM use or resale.
• Reseller shall not make statements or representations that bind or obligate The Company or misrepresent the relationship between Reseller and The Company.
• Reseller must not reverse-engineer, tamper, or interfere with The Company’s systems, APIs, or controls.

7. Intellectual Property & Branding

• The Company retains all intellectual property rights in its platform, systems, services, and eSIM technology. Reseller does not acquire any rights other than those expressly granted under these Terms.
• Reseller may use The Company’s name, logo, or marketing materials only in ways pre-approved by The Company and in compliance with The Company’s branding guidelines. The Company may revoke branding permissions at any time.

8. Changes to Terms

• The Company may revise or update these Terms from time to time. Material changes will be notified (e.g. via email or portal). Continued use of Voucher Codes or redemptions after a change shall constitute acceptance of the updated Terms.
• If Reseller does not agree with material changes, Reseller may cease further redemptions; but such termination does not affect Reseller’s payment obligations for already-issued Voucher Codes.

9. Term & Termination

• These Terms commence when Reseller first receives a Voucher Code or makes a redemption, and continue unless terminated.
• The Company may terminate or suspend access immediately (without refund) for serious breach (e.g. non-payment, misuse of codes, violation of law or these Terms).
• Termination does not relieve Reseller of pending payment obligations or obligations in sections that survive (e.g. non-refund, IP, liability, confidentiality).

10. Governing Law & Dispute Resolution

• These Terms are governed by the laws of Singapore without regard to conflict of laws rules.
• Disputes shall be resolved in the exclusive courts (or arbitration forum, if you prefer) located in Singapore.

11. Miscellaneous

• Severability: If any provision is invalid or unenforceable under applicable law, it will be discarded and the remaining terms remain in force.
• Entire Agreement: These Terms constitute the full agreement between the parties regarding Voucher Codes and eSIM downloads, replacing all prior communications on that subject.
• Assignment: Reseller may not assign or transfer its rights or obligations under these Terms without The Company’s written consent (except to a successor in merger/acquisition).
• No Waiver: Failure to enforce any right does not waive future enforcement.

Acceptance & Execution

By redeeming, using, or otherwise acting under a Voucher Code or accessing the eSIM download service, Reseller confirms acceptance of these Terms.