Terms and Conditions for eSIM Copilot
Last Updated: 17-January-2025
Terms and Conditions for eSIM Copilot
These Terms and Conditions (the “Terms”) govern the agreement between the provider of eSIM Copilot services—Mindszi Technologies Ltd, 15524190, 128 City Road, London, United Kingdom, EC1V 2NX (“the Company,”, “Mindszi”, “we,” “us,” or “our”)—and you (“Customer”, “End User” or “you”), including both individual consumers and enterprise users. By purchasing or using the eSIM Copilot services (collectively referred to as the “Services”), you confirm that you have read, understood, and agree to be bound by these Terms.
1. DEFINITIONS
• eSIM Copilot: Refers to the software platform and trading name of Mindszi Technologies Ltd, under which eSIM-based mobile connectivity plans (data, voice, SMS) are provided.
• Customer: The entity entering into this agreement with Mindszi Technologies Ltd.
Key Definitions
• Applicable Laws:
o (i) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom; and
o (ii) To the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which Mindszi is subject.
• Accounts: An account on eSIM Copilot.
o Sub-Account: An account on eSIM Copilot which has a parent account.
• Account or Sub-Account Onboarding: The process to onboard a new account or sub-account into eSIM Copilot. This is a digital process, available on the eSIM Copilot website for the Customer.
• Active End User/Active End Users/Active User: An End User who has interacted with the eSIM Copilot platform during the month, for example, asking a question to eSIM Copilot via Microsoft Teams or logging into the eSIM Copilot website. Charges only apply once per Active End User, regardless of the volume of interactions made throughout the month.
• Active Subscription/Active Subscriptions: A Subscription that has been active (i.e. provisioned and enabled on the network) at some point during a month through the eSIM Copilot platform.
• Agreement Term/Subscription Term: A period defined by the Commercial Terms. Agreements renew automatically unless explicitly terminated by the Customer.
• End User Fee: A fee paid by the Customer to Mindszi for each end user registered to accounts or sub-accounts of the Customer.
• Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• BYOC: BYOC refers to bringing your own connectivity, where the Customer has a third-party Connectivity Partner integrated into eSIM Copilot.
• Commercial Terms: The details within the table at the start of this agreement.
• Confidential Information: Information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information. Confidential Information does not include any information that is aggregated and anonymised.
• Connectivity Partners Third-party telecommunications providers or authorised connectivity distribution partners who supply or facilitate the eSIMs, IMSIs, and network access for our Services.
• Connectivity Ramp Off Period: In the event the Customer chooses to terminate this agreement, the Customer will ensure any active subscriptions for end users expire in line with the Terms and Conditions of sale. More specifically, the Customer agrees that end users with active subscriptions are able to continue to use their connectivity service in line with the terms of expiry of the sold subscription—for example, until the sold data amount or time duration is reached.
• Customer Data: The data inputted by the Customer, their accounts, subscribers, or Mindszi on their behalf for the purpose of using the services or facilitating the use of the services.
• Data Protection Legislation:
o To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
o To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Mindszi is subject, which relates to the protection of personal data.
o The Data Protection Officer for Mindszi/eSIM Copilot is Michael Moorfied; michael.moorfield@mindszi.com.
• Dependency Obligations: The obligations of the Customer as set out in the relevant Statement of Work or schedule, if applicable.
• Effective Date: Date the agreement started.
• End User: Means a subscriber or end user of the eSIM Copilot service.
• eSIM Copilot Channels: Channels through which eSIM Copilot is available, including the eSIM Copilot website, Microsoft Teams, and, from 01/07/2025, Slack. Mindszi will make additional eSIM Copilot Channels available as they are released.
• eSIM Copilot Subscription Types: the types of services that can be purchased through eSIM Copilot
o Software Subscriptions: Include access to platform features (e.g., “Pro,” “Business,” “Business +” or “Enterprise” plans).
o Subscription/Subscriptions: Mobile plans (data-only or voice/data/SMS) provisioned to End Users of eSIM Copilot, either automatically or through user interaction. Subscriptions have a start date and a renewal date or end date. A subscription that automatically renews is considered a new subscription for billing purposes.
• EU GDPR: The General Data Protection Regulation ((EU) 2016/679).
• Hosting Services: The hosting services provided by Mindszi to the Customer with respect to the software, including the setup, operation, and maintenance of the server-side application of the software, including database, server hardware, storage, and backups.
• Hosting Services Provider: AWS (Amazon Web Services), Microsoft Azure or any other third-party appointed by Mindszi to provide cloud hosting services for the Mindszi eSIM Orchestration platform and eSIM Copilot applications.
• Hosting Services Provider Agreement: The agreement between the Hosting Services Provider and Mindszi for the provision of services to Mindszi. For AWS, the terms can be found at https://aws.amazon.com/service-terms/.
• Implementation Services: The services provided by Mindszi to assist the Customer in connection with the implementation of the software as more particularly described in a Statement of Work, if applicable.
• Inactive End User/ Inactive End Users: An End User configured in an Account or Sub-Account who has not interacted with the eSIM Copilot service during the billing month. For example, an employee who used the eSIM Copilot service three months ago but has not used it in the current billing month – they could be considered an Inactive End User for billing purposes.
• Insolvency Event: In relation to a party:
o That party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, or admits inability to pay its debts.
o A petition is filed, a resolution passed, or an order made for the winding up of that party, other than for the purpose of a solvent amalgamation or reconstruction.
o Other relevant insolvency-related scenarios as outlined under English law.
• Privacy Policy: Mindszi’s policy for eSIM Copilot concerning the privacy and security of personal data is available upon request or on the eSIM Copilot website.
• Active Subscription Fee: A fee paid by the Customer to Mindszi for each unique active subscription during a calendar month. Subscriptions that span two calendar months but have a duration of less than or equal to 31 days are only chargeable in the first billing month.
• Service(s) Means any services provided by us, including:
o eSIM/data plans for domestic and international roaming (Subscriptions).
o Access to our software platform with an Account (Software Subscriptions).
o Access to third-party Connectivity Partners, enabled on an individual basis for specific Customers.
• Temporary Roaming Service Where we supply connectivity directly to the end user via an eSIM Copilot data plan/subscription, the eSIM/data plan is primarily intended for short-term or temporary use. Where a Customer utilises their own third-party connectivity, we are not the communications service provider; rather, we distribute the connectivity on behalf of the Customer to their end users.
• Termination Date: The date of termination of this agreement.
• Transfer Safeguards: Safeguards recognised under Data Protection Legislation for permitting the transfer of personal data outside of the European Economic Area.
• UK GDPR: As defined in the Data Protection Act 2018.
• User: Means a subscriber or End User of eSIM Copilot.
• Definitions under Data Protection Legislation:
o Terms such as Controller, Data Subject, Personal Data, Personal Data Breach, Processor, and Processing shall have the meanings assigned in Data Protection Legislation.
2. TERMS
2. ACCEPTANCE OF TERMS
2.1 Binding Agreement By purchasing or using the Services, you agree to comply with these Terms and any other policies referenced herein.
2.2 Updates to Terms We reserve the right to update or modify these Terms at any time without prior notice. Your continued use of the Services constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
2.3 No Agreement if You Disagree If you do not agree to these Terms, you must not use the Services.
2.4 Minimum Age / Legal Capacity By using the Services, you represent that you are at least 18 years old (or the age of majority in your jurisdiction) or have the consent of an employer or the agency within an employer to do so.
3. OUR SERVICES
3.1 Nature of Services Our Services include:
• eSIM Copilot supplied mobile data plans – eSIM/data plans for travel, business travel or roaming (primarily as a short-term solution).
• BYOC (bring your own connectivity) mobile data plans – eSIM/data plans supplied by a third-party Connectivity Partner affiliated with a specific Customer account or accounts, which can be used for domestic or roaming services. We are not the party responsible for connectivity supply in this scenario; rather, we are responsible for supporting eSIM distribution of that BYOC service to employees of the Customer via eSIM Copilot.
• Access to our software platform (e.g., Free”, “Pro,” “Business,” “Business +” or “Enterprise” account plans), which may include features like a chatbot, plans catalogue, account management, purchase and payment flows, analytics, end user management, or integration capabilities.
3.2 Coverage and Availability
• Service performance may vary due to factors beyond our control (e.g., location, network capacity, or device limitations).
• We do not always guarantee uninterrupted or error-free mobile connectivity but strive to provide the highest quality of service.
3.2.1 Device Compatibility It is your responsibility to ensure you have an eSIM-compatible device. We are not liable if your device is incompatible or misconfigured and thereby unable to support the Services. We do provide tools to help end users determine if their device is eSIM compatible, but it remains the responsibility of the end user to use an eSIM-compatible and network carrier-unlocked device.
3.2.2 Restricted Territories Certain countries or regions may be subject to legal or regulatory restrictions that prohibit or limit the availability of our Services. We reserve the right to restrict or refuse Services in any such territory.
3.3 Sales Channels We distribute our Services via:
• The eSIM Copilot website (www.esimcopilot.com).
• Microsoft Teams App Store.
• Slack App Store (coming soon)
• APIs.
3.4 Feature Changes We may add, modify, or discontinue certain features of our Services at our discretion.
3.5 BYOC (Bring Your Own Connectivity Supply) Service In the event an active Customer has a BYOC integration for their eSIM Copilot account, we agree to only withdraw access to a third-party BYOC Connectivity Partner under the following circumstances:
• When explicitly requested to do so by our Customer.
• If the quality of service of that third-party Connectivity Partner is such that our Services cannot be delivered.
• If the third-party Connectivity Partner disables API access to us or the Customer.
• If the third-party Connectivity Partner specifies new or unreasonable commercial terms to access their APIs outside the control of the Customer.
• In this circumstance, the Customer may choose a new BYOC third-party Connectivity Partner, they may prefer to use the eSIM Copilot connectivity supply, or they may choose to terminate their eSIM Copilot account.
4. ACCOUNT REGISTRATION
4.1 Account Creation You may need to create an account to access certain Services. You agree to provide accurate, up-to-date information and promptly update your details if they change.
4.2 Enterprise Accounts Customers may manage multiple accounts/sub-accounts, and eSIM/data lines for their employees, who must comply with these Terms.
4.3 Account Security We use third-party authentication services, including Azure and Auth0. You are responsible for safeguarding your account credentials. Notify us immediately of any unauthorised access or security breach.
5. USE OF THE SERVICE
5.1 Allowed use of eSIM Copilot This agreement allows the Customer to deploy eSIM Copilot to any employee or contractor of the Customer or the Customer’s Group of companies (in line with their eSIM Copilot account plan). It does not allow the Customer to on-sell eSIM Copilot to other individuals or companies.
5.2 Permitted Use You shall use the Services in compliance with all applicable laws and regulations. Unless explicitly agreed otherwise, data plans sold directly from eSIM Copilot are primarily intended for temporary or short-term roaming. Excessive or continuous use may be subject to our review or Fair Usage Policy. We apply no such restriction to data plans distributed via third-party Connectivity Partners used through the BYOC service, as the terms of connectivity supply are the responsibility of the Customer and their third-party Connectivity Partner.
5.3 Prohibited Use You shall not use the Services in a manner that:
• Violates any law or regulation.
• Promotes fraud, illegal activities, or terrorism.
• Involves spamming, harassment, hacking, or other abusive behaviour.
• Interferes with our or our Connectivity Partners’ networks.
• Attempts to resell, transfer, or otherwise commercialise the eSIM or data plan without our express written consent.
5.4 Fair Usage Policy Where applicable, we may implement fair usage limits for data consumption to ensure network stability. Excessive use may result in suspension or termination in accordance with Section 11.
5.5 Inactivity and eSIM Termination
• Inactivity Period: If your eSIM remains unused for a continuous period of three (3) months, we may terminate it.
• Effect of Termination: Upon termination due to inactivity, you must obtain and install a new eSIM for subsequent use. We are not liable for inconvenience or costs arising from such termination.
5.6 No Emergency Calls Our Services do not guarantee access to emergency numbers (e.g., 999, 911, 112). You must ensure alternative means of contacting emergency services.
5.7 Customer Obligations Customers are responsible for:
• Ensuring compliance with local laws when using the Services.
• Managing the behaviour of End Users under their account.
• Providing accurate and complete information for account management and troubleshooting purposes.
6. FEES, CHARGES, AND BILLING
6.1 Pricing & Taxes All fees are displayed in the relevant sales channel and include VAT where applicable unless otherwise stated.
6.2 Payment Methods Payments must be made via credit card, debit card, or invoice (if agreed by us). You agree to provide valid payment information and authorise us to charge for all purchased or subscribed Services.
6.2.2 We use Stripe for payment handling for all payment card transactions. We do not directly handle card/debit card information. We follow industry standards for payment card security, including 3dSecure and certification for PCI DSS.
6.3 eSIM Copilot Subscription Types
• Subscriptions: Mobile plans (data-only or voice/data/SMS) provisioned to users of eSIM Copilot, either automatically or through end user interaction.
• Software Subscriptions: Include access to platform features (e.g., “Pro,” “Business,” “Business +” or “Enterprise” plans).
6.4 Auto-Renewal of eSIM Copilot Service Subscriptions
• Automatic Renewal of Software Subscriptions: These will automatically renew at the end of the applicable software subscription term for the same duration as the original term unless you set the software subscription to not renew in accordance with the cancellation policy outlined in Section 11.
• Notification of Renewal: We will notify you in advance of the renewal date, including any changes to pricing or terms, at least 2 days before the renewal takes effect.
• Automatic Renewal of Subscriptions: Users can choose whether Subscriptions (mobile data plans) should auto-renew. When Auto-Renew is enabled, the Subscription will automatically renew at the end of the applicable term. If you set the Subscription to not renew, it will not renew. Each time the Subscription is auto-renewed, it is considered a new Subscription for billing purposes.
• Cancellation of Renewals: You may cancel the automatic renewal of your Software Subscription or Subscription at any time before the renewal date by following the cancellation process outlined in Section 11.
6.5 Refunds & Cancellations Refunds for Subscriptions (mobile data plans) are evaluated on a case-by-case basis. Software Subscriptions are generally non-refundable. All refunds are approved at our sole discretion.
6.6 Price Changes We may change the price of Subscriptions or Software Subscriptions at any time. The new pricing applies from your next billing cycle. We will inform you in advance of any upcoming price changes.
6.7 Service Downgrade Policy Users may request a downgrade of their Software Subscription plan. Downgrade requests must be made at any time before the next billing cycle and may result in the loss of certain features or data access.
6.8 Overdue payments: In the event of overdue payments, we reserve the right to disable access to your eSIM Copilot account. In general, a series of payment reminders will be made over 14 calendar days. However, we reserve the right to disable access at any point during that time.
7. CONNECTIVITY PARTNERS
7.1 Third-Party Networks Our Services rely on third-party mobile networks. We are not responsible for network failures beyond our control but will assist in resolving issues.
7.2 Liability We are not liable for losses arising from any Connectivity Partner performance, including BYOC Connectivity Partners.
8. INTELLECTUAL PROPERTY
8.1 Ownership We (and our licensors) own all intellectual property rights to the Services.
8.2 License & Restrictions You are granted a limited, non-transferable licence to use the Services. Reverse engineering or unauthorised distribution is prohibited.
8.3 Intellectual Property Infringement Claims If a third party successfully asserts that the Services infringe on their intellectual property rights, we will provide an appropriate remedy, such as modifying or replacing the affected component, to avoid further infringement.
8.4 Customisations and Developments: Mindszi retains the IP of any customisations or custom developments a Customer requests.
8.5 Third-party Connectivity Partner Integrations: Mindszi retains the IP of any software developed to enable third-party Connectivity Partner Integrations for Customers.
9. PRIVACY AND DATA PROTECTION
9.1 Privacy Policy We collect and process personal data as per our Privacy Policy, available here: https://esimcopilot.com/privacy
9.2 Legal Compliance We comply with UK and EU data protection laws.
9.3 Data Retention Policy We retain account and subscription data for as long as required to provide the Services or as applicable laws mandate. Upon account termination, personal data will be retained for up to 6 months unless deletion is requested earlier. Certain anonymised data may be retained for analytics purposes.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
10.1 The Services are provided “as is” without warranties, express or implied.
10.2 We disclaim liability for indirect, incidental, or consequential damages to the fullest extent permitted by law.
11. TERMINATION
11.1 By Us We may suspend or terminate your access if you breach these Terms.
• Effect of Termination: Your access to the Services will cease immediately or at the end of the subscription term. Any accrued fees or charges up to the termination date will remain payable. Any data associated with your account will be retained or deleted in accordance with our data retention policy.
11.2 By You You may stop using the Services at any time. Cancellation takes effect at the end of your billing cycle.
11.3 Notice of Termination Before the end of the subscription term, Customers can provide notice of termination. Notice can be submitted via the eSIM Copilot website (by terminating or downgrading your account), or by contacting Customer Support.
12. GOVERNING LAW
These Terms are governed by the laws of England and Wales. Disputes are subject to the exclusive jurisdiction of the courts of England and Wales.
12.1 Dispute Resolution In the event of a dispute, parties agree to attempt resolution through negotiation. If unresolved within 30 days, mediation or arbitration may be pursued before litigation. This only applies to paid accounts.
13. SERVICE LEVEL AGREEMENT
13.1 Uptime Commitment
• We aim to provide 99.9% uptime for the eSIM Copilot platform and associated Services, excluding planned maintenance and events outside of our control, such as outages with connectivity suppliers, hosting platform providers, force majeure events or other third-party service disruptions.
13.2 Support Response Times
• Standard support requests will be acknowledged within 24 hours during business days.
• Critical issues impacting Service availability will be prioritised and addressed within 4 hours.
13.3 Planned Maintenance
• Planned maintenance activities will be scheduled outside of peak usage hours, and advance notice will be provided via email or on the eSIM Copilot website. In general, maintenance activities should not affect service availability.
14. FORCE MAJEURE
We are not liable for delays or failures caused by events outside our reasonable control, including natural disasters, acts of war, strikes, government actions, or other events beyond our control. Obligations affected by such events will be suspended for the duration of the event.
15. INDEMNIFICATION
You agree to indemnify and hold harmless Mindszi, its officers, employees, and agents from any claims, damages, losses, or expenses arising from:
• Your misuse of the Services.
• Your breach of these Terms.
• Your violation of any applicable law or the rights of a third party.
16. CONTACT US
For questions or concerns regarding these Terms or our Services, please contact:
Mindszi Technologies Ltd
128 City Road, London, United Kingdom, EC1V 2NX
Email: help@esimcopilot.com
Company number: 15524190
VAT number: GB464150506
By using the Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions.