Corporate Partner Terms and Conditions

CORPORATE PARTNER TERMS AND CONDITIONS

Last Updated: 30 January 2026

These Corporate Partner Terms and Conditions (these "Terms") govern your participation in Airalo's Corporate Partner Program. By signing the Order Form that incorporates these Terms, you agree to be bound by them.

Your participation in the Corporate Partner Program is, at all times, conditional on you agreeing to these Terms. So, if at any time you do not agree, or cannot comply, with these Terms, you must not participate in the Corporate Partner Program.

You agree to these Terms by doing one or more of the following: (a) clicking a box or button confirming that you agree to these Terms (or a similar confirmation); (b) signing or accepting a quote, order form or similar document which refers to these Terms; or (c) paying or accepting an invoice relating to the Corporate Partner Program.

DEFINITIONS
1. In these Terms, the following definitions apply:
  1. "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with you. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
  2. "Ancillary Software" means the Partner Platform, the App, and all technology and methodologies created by or for, or licensed to, us (including software tools, algorithms, software) and made available to you for the purpose of supporting the provision of the Partner Services; and any updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical documentation or manuals.
  3. "App" means the mobile application developed, maintained and made available by us to allow access and use to eSIMs by End Users, including any update, upgrade, successor or replacement, as released by us in our sole discretion.
  4. "Confidential Information" means all information identified as confidential at the time of disclosure by the disclosing party or that reasonably should be understood by the receiving party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Confidential Information shall not, however, include information that the receiving party can demonstrate: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the receiving party; (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the receiving party.
  5. "Data Processing Addendum" means the Data Processing Addendum set out at Annex 1 to these Terms.
  6. "Data Protection Laws" means any and all laws, rules and regulations related to privacy, security, data protection, and/or the Processing of Personal Data, in any relevant jurisdiction, each as amended, replaced or superseded from time to time.
  7. "Day" means a calendar day.
  8. "End User" means an individual whom you wish to make available Services to, specifically: (a) your employees, directors, or officers; (b) employees, directors, or officers of your Affiliates; or (c) your Third Party Service Providers.
  9. "eSIMs" means an eSIM data plan to be downloaded and activated on an embedded SIM card.
  10. "Force Majeure Event" means any events outside a party's reasonable control, including but not limited to, acts or omissions of the other party, fire, storm, flood, earthquake, war, terrorist act or threat, transportation embargo or failure or delay in transportation.
  11. "IP Rights" means all intellectual property or other proprietary rights worldwide, including patents, copyrights, trademarks, moral rights, trade secrets, and any other intellectual or industrial property, including registrations, applications, renewals, and extensions of such rights.
  12. "Network Provider" means our upstream mobile network operator or supplier of network and connectivity services.
  13. "Order Form" means the Corporate Partner Agreement Order Form that incorporates these Terms by reference.
  14. "Partner Data" means any data uploaded or created by or on behalf of you on the Ancillary Software within the context of the Corporate Partner Program. Partner Data is your Confidential Information.
  15. "Partner Platform" means a platform owned or operated by us, our Affiliates or suppliers that supports the administration of our Corporate Partner Programs.
  16. "Personal Data" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular person or household.
  17. "Processing" means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction. The terms "Process", "Processes" and "Processed" will be construed accordingly.
  18. "Services" means eSIMs as available on the Partner Platform.
  19. "Term" means the Initial Term and any subsequent Renewal Terms (if any), as set out in your Order Form.
  20. "Third Party Service Providers" means contractors, consultants, or in any case service providers contracted by you for supporting your internal business purpose (e.g., external law firms, accountants, etc.).
  21. References to "we", "us", "our" or "Airalo" mean AirGSM Pte Ltd and its Affiliates. References to "you" or "your" mean the Partner identified in the Order Form.
PARTICIPATION IN THE CORPORATE PARTNER PROGRAM
1. Scope of the Program. By signing your Order Form, you are approved for participation in our Corporate Partner Program on a non-exclusive basis. We grant you the right to purchase and provide access to eSIMs to End Users, specifically to the then-current employees, directors, officers of (a) you; (b) your Affiliates; and (c) your Third Party Service Providers. These rights are limited solely to supporting your internal business purposes.
2. Exclusivity. During the Term, you agree to exclusively purchase the Services from us, and you shall not, directly or indirectly, purchase similar or competitive services from any other third party.
3. Program Modifications. We reserve the right to modify the terms of the Corporate Partner Program (including these Terms), including without limitation where so required to comply with instructions from our Network Providers or to comply with changes in applicable laws. We will notify you in writing of any such modifications, which shall take effect 15 Days following notification. You may provide reasonable objections to the modification, and we will negotiate in good faith to resolve such objection. If no agreement is reached, you shall have the right to terminate your participation in the Corporate Partner Program upon notice.
AIRALO AS AN ESIM AGGREGATOR
1. Nature of Our Services. You acknowledge and agree that we operate as an eSIMs aggregator and marketplace, and rely on Network Providers to provide network access and connectivity. We will use best efforts to ensure that our eSIMs are continuously available and to provide End User support, however we make no guarantee that network quality, network capacity, connection availability or overall network conditions will exist to enable you and/or End Users to access the eSIMs at any given time.
2. No Liability for Network Issues. We shall not be liable for any loss or damage due to failures in or breakdowns of the network infrastructure, communication facilities and/or telecommunications equipment associated with providing the Services.
3. Discretion Over Network Providers. We shall have the right to procure network access and connectivity from Network Providers of our own choice, in the manners and timing that we deem appropriate, as well as to discontinue the sale, provision or support of any eSIM at any time, without providing prior notice to you.
PROVISION AND USE OF ESIMS BY END USERS
1. Using the Partner Platform. You shall use the Partner Platform to purchase and assign eSIMs to End Users.
2. End User Access via the App. End Users may access and use the eSIMs via the App. You acknowledge that End Users shall run an updated version of the App on a compatible device, and that Services might not be accessible or usable otherwise. End Users will be required to accept and comply with our then-current terms for the use of the App, including our Acceptable Use Policy and terms of use of the support services. In case of any conflicts between these Terms and our Terms of Use and Privacy Policy, these Terms shall take precedence.
3. End User Support. We shall maintain the App and provide first level support to End Users via the in-app functionalities of the App itself, in accordance with our then-current Terms of Use.
LIMITED LICENSE TO THE ANCILLARY SOFTWARE
1. License Grant. We grant you the right to access and use the Ancillary Software for the duration of the Term on a non-exclusive, non-transferable and non-sublicensable basis. The Ancillary Software is solely meant to facilitate the delivery and track the performance of the Partner Services, and shall be used exclusively for such purposes.
2. Access by Affiliates and Service Providers. You may provide access to the Ancillary Software to your Affiliates or to your Third Party Service Providers, provided however that:
  1. you shall remain responsible for their acts and omissions as if they were your own; and
  2. you shall remain the sole contractual counterparty to us. Any claim from an Affiliate towards us shall be brought by you and it shall be subject to the same limitations of liabilities and obligations set forth in these Terms.
FEES AND PAYMENTS
1. Fees. You will have the right to purchase the Services at the then-current retail price minus the Discount as set out in your Order Form. You acknowledge that we may adjust the retail price from time to time due to factors such as market conditions, exchange rates, and operational costs. All fees are exclusive of VAT and/or any other applicable taxes. You are solely responsible for any taxes that may apply to the fees you pay.
2. Payment Terms. The payment terms applicable to you are set out in your Order Form. Late payments will incur interest at a rate of 1.5% per month or the maximum legal interest rate, whichever is lower, calculated from the due date until the date of payment.
3. Invoicing. Each month, we will issue an invoice for the Services purchased in the previous calendar month.
4. Credit Limit. We will approve a monthly credit limit for you based on anticipated usage. Once you reach the limit, no further purchases will be allowed unless agreed upon with your Airalo Partner Manager. You may request a modification to the credit limit, which will take effect in the month following our approval.
5. Disputes. If you believe an invoice contains errors, you must dispute it by notifying us within 7 Days from receipt, providing reasonable evidence to support your claim. We will use best efforts to resolve such dispute within 30 Days from receipt of your objection.
6. Suspension for Non-Payment. Without limiting any other rights under these Terms or applicable law, we reserve the right to suspend the provision of additional Services immediately, without notice, if any undisputed amounts remain unpaid 15 business days from the date of the invoice. For clarity, this suspension will not affect Services that have already been purchased and assigned to End Users.
7. Purchases by Affiliates and End Users. You may allow your Affiliates and/or End Users to purchase Services at the same conditions we agreed with you via the Ancillary Software. Any such purchase will be considered as a purchase by you, and you shall be responsible for it as if it was your own.
YOUR OBLIGATIONS
1. Prohibited Uses of Ancillary Software. You shall refrain from:
  1. sharing the Ancillary Software with any third party, other than to Affiliates or Third Party Service Providers as provided under these Terms;
  2. licensing, sub-licensing, selling, reselling, renting, leasing, transferring, distributing, time sharing, or otherwise making the Services or the Ancillary Software available for access by third parties, other than as authorized under these Terms;
  3. accessing Ancillary Software for the purpose of developing or operating products or services for third parties in competition with us;
  4. copying, creating derivative works based on, or otherwise modifying Ancillary Software; or
  5. distorting the tracking of the performance of the Partner Services.
2. Prohibited Uses by End Users. You shall not, and shall take reasonable measures to prevent End Users from:
  1. using the Services to impersonate another person, hide or attempt to hide the identity of an End User, or otherwise misrepresent the affiliation of a person or entity to attempt to access unauthorized accounts, or for any other purpose;
  2. using the Services to conduct fraud or carry out any other illegal or criminal activity, or breach any applicable law, including laws and regulations applicable to permanent roaming or "roam-like-at-home" restrictions;
  3. acting in any way which may impair the operation and/or performance of the underlying networks relied upon by us;
  4. using the Ancillary Software or Services in any way that might impair their performance, security or functionality, or interfere with other people's use;
  5. using the Services to harass, insult, harm, abuse, defame, abuse, harass, stalk, threaten, intimidate or otherwise violate the legal rights of any other person, including our staff members;
  6. using the Ancillary Software or the Services in any manner which could provide disrepute to us;
  7. using the Ancillary Software or the Services for the purposes of developing or providing any service or functionality which competes with us;
  8. carrying out in any way (including facilitating, permitting or authorizing) any text mining, data mining or web scraping of our website for any purpose without our express permission. This includes the training and development of artificial intelligence systems or models;
  9. uploading or transmitting viruses or any other type of malicious code;
  10. attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services;
  11. using the Services in connection with technologies such as "robots", "spiders" or "offline readers";
  12. transmitting spam or unsolicited email, sending large volumes of messages or similar content or making public large volumes of information through our Services; or
  13. attempting to phish, spider, crawl or scrape using the Services.
WARRANTIES
1. Mutual Representations. Each party represents and warrants that it holds all necessary licenses, consents, registrations and permissions as may be necessary to fulfill its obligations under these Terms.
2. Disclaimer of Warranties. Except for the warranties expressly stated in these Terms, to the maximum extent allowed by law, we disclaim all warranties of any kind (express, implied, statutory, or otherwise, oral or written, including warranties of merchantability, accuracy, title, non-infringement, or fitness for a particular purpose, and any warranties arising from usage of trade, course of dealing, or course of performance). In particular, eSIMs and Ancillary Software are provided on an "as is" and "as available" basis, and we do not warrant their quality and availability, nor that they will operate without interruption or error.
COMPLIANCE WITH LAWS AND ETHICS
1. General Compliance. Each party shall (and shall ensure their respective Affiliates, employees, officers, directors, and third parties performing activities on their behalf) comply with applicable laws, regulations and other legal requirements, including without limitation tax, import or export restrictions, data privacy and security, foreign exchange and consumer protection legislation. Each party will make reasonable efforts to notify the other as soon as possible if a change in laws or regulations affects its performance under these Terms.
2. Sanctions and Export Controls. Each party represents and warrants that neither party, nor their respective Affiliates or employees, officers, directors are (a) currently identified on any sanctions or export control list maintained by the U.S., EU, or UK government; nor (b) located, organized or ordinarily resident in a U.S. embargoed country or territory. Neither party shall engage in any activity or transaction that would be in violation of any U.S., EU, UK or other applicable export or economic sanctions law or regulation or other applicable trade law or regulation.
3. Anti-Corruption. Each party will at all times conduct itself according to the highest standard of business ethics. Neither party has offered and will not offer or provide money or anything else of value to any agent or representative of any government or government agency in order to obtain or retain business, as prohibited under applicable anti-corruption laws and regulations. It is the intent of the parties that no offers, promises, payments or transfers of anything of value shall be made in connection with your participation in the Corporate Partner Program that have the purpose or effect of public, commercial or other bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
4. Evidence of Compliance. We may request you to provide reasonable evidence of compliance with the above obligations.
5. Reporting Obligations. You shall immediately report any illegal, improper or corrupt requests identified to [email protected].
6. Consequences of Breach. Failure to report any such conduct, to cooperate with us, as well as breaches of the obligations in this clause 9, shall constitute a material breach by you of your obligations and will entitle us to terminate your participation in the Corporate Partner Program and any underlying Service in accordance with clause 13.2.
CONFIDENTIAL INFORMATION
1. Confidentiality Obligations. The receiving party of Confidential Information must:
  1. use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care) to protect the Confidential Information of the disclosing party;
  2. use the disclosing party's Confidential Information only as permitted by or for the purposes of participating in the Corporate Partner Program, or to comply with obligations imposed on you by law and/or to comply with directions and orders issued by a competent authority; and
  3. except as otherwise authorized by the disclosing party in writing, limit access to Confidential Information of the disclosing party to those of its and its Affiliates' employees and contractors who need that access for the purpose of participating in the Corporate Partner Program and who have signed confidentiality agreements with the receiving party containing protections not materially less protective of the Confidential Information than those herein.
2. Legally Required Disclosures. Either party may disclose Confidential Information of the other party to the extent required by applicable law or by a court order, provided that, prior to disclosing any such Confidential Information, the party making the disclosure has, where legally practicable, given the other party reasonable advance notice of such law or order and an opportunity to preclude or limit such disclosure.
3. Duration and Return of Information. Each party's obligations under this clause 10 will remain in effect during, and for 3 years after termination of, your participation in the Corporate Partner Program. The receiving party will, at the disclosing party's request, return all originals, copies, reproductions, and summaries of Confidential Information and other tangible materials and devices provided to the receiving party as Confidential Information, or at the disclosing party's option, certify destruction of the same.
INTELLECTUAL PROPERTY
1. No Transfer of IP Rights. Nothing in these Terms transfers or assigns any of either party's IP Rights to the other. In particular, each party's trademarks or service marks (including those of their respective Affiliates) remain the sole property of that party and may not be used by the other party in any manner except to the extent required to (a) perform its obligations under the Corporate Partner Program, (b) with the prior written consent of the owning party, or (c) where so explicitly agreed in your Corporate Partner Program.
2. License to Use Trademarks. You grant us a nonexclusive, nontransferable, non-sublicensable, royalty-free license to use your marks, including your company name, and any other marks or logos associated therewith for the sole purpose of identifying and promoting your participation in our Corporate Partner Programs. We shall comply with the branding guidelines for the use of such trademarks, as communicated by you.
3. License to Use Partner Data. You grant us a nonexclusive, nontransferable, non-sublicensable, royalty-free license to use Partner Data (a) to comply with our duties and obligations under these Terms, and (b) for the purpose of optimizing, developing and improving the services offered to you, your End Users and our customer base, provided however that any data used for such purpose shall be anonymized or aggregated, so that it does not allow the identification of you or the End Users.
4. Feedback. You may provide (and we may encourage) suggestions or ideas for improving or otherwise modifying our products or services ("Feedback"). For clarity, nothing in these Terms will restrict our right to use, profit from, disclose, publish, or otherwise exploit such Feedback, without compensating or crediting you or the individual providing such Feedback.
PERSONAL DATA PROCESSING
1. Business Contact Information. We anticipate we will need to exchange business contact information of the parties' respective personnel in order to facilitate a normal and customary business relationship (e.g., communication, invoicing, etc.), such as name, email, and business function. Each party will independently control the purpose and means of processing for such Personal Data, and, as such, will be solely responsible for how it uses, collects, protects, and processes them.
2. Data Processing Addendum. To the extent Partner Data includes Personal Data, we shall process such Personal Data in accordance with the Data Processing Addendum set out in Annex 1 below, which forms an integral part of these Terms.
TERM AND TERMINATION
1. Term and Renewal. The specific duration of your participation in the Corporate Partner Program (including any Initial Term) is set out in your Order Form. Whether your participation in the Corporate Partner Program automatically renews for successive renewal terms is specified in your Order Form.
2. Termination Rights. Either party may terminate your participation in the Corporate Partner Program:
  1. upon providing 90 Days prior written notice to the other party;
  2. upon notice if the other party materially breaches any of its obligations under these Terms and fails to cure such breach within 30 Days of notice from the non-breaching party, or immediately upon notice if the material breach cannot be cured; or
  3. upon 30 Days prior written notice if the other party ceases to conduct business in the normal course, seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 Days (to the extent such termination is not prohibited by law).
3. Effects of Termination. On termination or expiration:
  1. your access to the Corporate Partner Platform will be revoked;
  2. you shall stop providing Partner Services;
  3. Services not yet assigned to or redeemed by End Users shall expire;
  4. we shall refund the value of Services pre-purchased and not yet assigned to End Users;
  5. each party shall return to the other (or, where so instructed by the other party, destroy) all parties' Confidential Information and all copies thereof;
  6. neither party shall be relieved from any obligations accrued through the date of termination, including any payment obligations that have already accrued or arisen prior to the date of termination or expiration; and
  7. End Users will be entitled to continue using the assigned eSIMs until complete consumption or expiration of the relevant data plan.
4. Survival. The following terms shall survive the termination of your participation in the Corporate Partner Program: clauses 8 (Warranties), 9 (Compliance with Laws and Ethics), 10 (Confidential Information), 11 (Intellectual Property), 14 (Limitation of Liability), 15 (Indemnification) and 17 (Miscellaneous).
LIMITATION OF LIABILITY
1. Exclusion of Consequential Damages. In no event shall either party, or its Affiliates, officers, directors, employees, and agents be liable to the other party for any special, indirect, incidental, consequential, punitive or exemplary damages, including without limitation, loss of revenue, loss of profits, loss of data, loss to other carriers, goodwill, or anticipated savings arising in any manner from your participation in the Corporate Partner Program and the performance or non-performance of business thereunder.
2. Cap on Liability. With the exception of (a) obligations to pay fees or commissions, (b) the indemnification obligations set forth in clause 15 of these Terms, (c) any claims resulting from a party's gross negligence, fraud or intentional misconduct, and (d) any claims resulting from a breach of clause 10 "Confidential Information" of these Terms, each party's liability to the other party in contract, tort or otherwise (including liability for negligence) under or in connection to your participation in the Corporate Partner Program shall be limited to the lesser of (i) $10,000 USD; or (ii) the total fees or commissions paid or to be paid during the twelve months preceding the incident that gave rise to the claim.
INDEMNIFICATION
1. Airalo's Indemnification. We shall defend you against any third party claim, suit, or proceeding initiated by a third party alleging that the Ancillary Software infringes or misappropriates the IP Rights of such third party. We will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of such claim, or for amounts paid by you under a settlement approved by us in relation to such claim, provided you:
  1. promptly give us written notice of such claim;
  2. give us sole control of the defense and settlement of the claim; and
  3. give us all reasonable assistance, at our expense.
2. Exclusions from Airalo's Indemnification. Our obligations set forth in clause 15.1 do not apply to the extent that such claim arises out of:
  1. your breach of these Terms; or
  2. the use or combination of the Ancillary Software with software, hardware, data, or processes not provided by us, if the Ancillary Software, or use thereof, would not have been infringing without such combination.
3. Airalo's Remedies. We may, as a result of having received or being notified a claim of, or reasonably suspecting the, infringement or misappropriation of a third party IP Right, in our sole discretion and at no cost to you:
  1. modify the Ancillary Software so that they are no longer infringing or misappropriating third party IP Rights;
  2. obtain a license for the continued use of such IP Rights; or
  3. terminate any of your rights for the infringing component of the Ancillary Software upon 30 Days' written notice and refund you any prepaid fees covering the remainder of the term of the terminated Services (if any).
4. Your Indemnification. You shall defend us against any third party claim, suit, or proceeding initiated by:
  1. End Users alleging a breach by you of their privacy rights; or
  2. a breach by you of the terms of these Terms.
5. Your Indemnification Obligations. You will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of such claim, or for amounts paid by us under a settlement approved by you in relation to such claim, provided we:
  1. promptly give you written notice of such claim;
  2. give you sole control of the defense and settlement of the claim; and
  3. give us all reasonable assistance, at your expense.
6. Sole Remedy. This clause 15 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this clause 15.
FORCE MAJEURE
1. Suspension of Obligations. If a Force Majeure Event affecting a party precludes that party (precluded party) partially or wholly from complying with its obligations under these Terms then:
  1. as soon as reasonably practicable after that Force Majeure Event arises, the precluded party must notify the other party of the Force Majeure Event; and
  2. to the extent and for the period that the precluded party is precluded by the Force Majeure Event from complying with its obligations under these Terms, those obligations will be suspended for the duration of the Force Majeure Event.
MISCELLANEOUS
1. Governing Law. The governing law applicable to these Terms is specified in your Order Form. The UN Convention for the International Sale of Goods does not apply to these Terms.
2. Jurisdiction. The courts that have jurisdiction over disputes arising under these Terms are specified in your Order Form, and both parties consent to the exclusive jurisdiction and venue in those courts.
3. Notices. All notices under these Terms shall be in writing and shall be deemed to have been given:
  1. when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
  2. on the date sent by electronic transmission if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or
  3. on the third Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
4. Notice Addresses. Notices must be sent to you and us at the addresses indicated on the Order Form or at such other address as shall be specified in a notice given in accordance with this clause or on the Partner Platform.
5. Assignment. Neither party may assign these Terms or any rights or obligations thereunder without the prior written consent of the other party, which consent must not be unreasonably withheld. Notwithstanding the foregoing, on notice and without the other's consent:
  1. either party may in connection with a merger, reorganization, or sale of all or substantially all of such party's assets or equity, assign these Terms in its entirety to such party's successor; and
  2. we may assign these Terms in their entirety to any of our Affiliates.
6. Severability. If a provision (or part of it) is held to be unenforceable or invalid, then:
  1. the provision (or part of it) must be severed from these Terms; and
  2. the remaining provisions (and remaining part of the provision) are valid and enforceable.
7. Entire Agreement. When you agree to these Terms, they (and any commercial materials regarding your participation in the Corporate Partner Program, including your Order Form) constitute the entire agreement between the parties concerning its subject matter and supersede anything the parties may have previously discussed or agreed.
8. No Waiver. A party may exercise its rights at any time and does not waive those even if that party:
  1. previously waived a breach or default of all or part of the same or other provision; or
  2. delayed or omitted to exercise its rights.
9. Waiver Requirements. A waiver is only effective if it is signed by the party granting the waiver and only to the extent set out in the waiver.
10. Order of Precedence. The following order of precedence will apply in the event of inconsistencies between documents:
  1. The Commercial Terms and Special Terms set out in the Order Form;
  2. The Variable Terms selected in the Order Form;
  3. These Terms and Conditions; and
  4. The Data Processing Addendum set out in Annex 1 below.
11. Additional Programs. Participation in additional Airalo Partner Programs is subject to our approval, which we may deny for any reason or no reason.
12. Independent Contractor Relationship. Despite using the term "partner", we will not (legally) form a partnership, general partnership, public partnership, joint venture or equivalent partnership by you agreeing to these Terms. You are acting as an independent contractor and have no express or implied right or authority to assume or create any agreement or obligation, or make any representation, guarantee or warranty, on our behalf with respect to the Services or otherwise. There will be no third party beneficiaries to these Terms.
13. Contact Information. For general inquiries about the Corporate Partner Program, please contact your Airalo Partner Manager at the business contact email specified in your Order Form. For legal notices, please contact us at the legal email address specified in your Order Form.
14. Amendments to These Terms. We may update these Terms from time to time. If we make material changes, we will provide you with notice via email or via the Partner Platform. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms, and it is your responsibility to regularly check, read, understand and agree to the most recent version of these Terms.
15. Headings. The headings in these Terms are for convenience only and do not affect their interpretation.

ANNEX 1 - DATA PROCESSING ADDENDUM

DEFINITIONS
1. For the purposes of this Data Processing Addendum:
  1. "Breach" means the accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, Partner Personal Data.
  2. "Controller" means the natural or legal person which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
  3. "Data Subject" means the identified or identifiable person to whom Personal Data relates.
  4. "Partner Personal Data" means Personal Data included in Partner Data.
  5. "Processor" means any person or entity which Processes Partner Personal Data, including as applicable any "Processor" or "contractor" as those terms are defined by applicable Data Protection Laws.
  6. "Subprocessor" means any legal person engaged in the Processing of Personal Data by Processor.
PROCESSING OF PERSONAL DATA
1. Roles of the Parties. With regard to the Processing of Partner Personal Data, we act as a Processor. You and the entities that you authorize to use the Ancillary Software in accordance with the relevant Corporate Partner Program act as a Controller or Processor. For the purposes of this Data Processing Addendum, where you act as a Processor, you do so under the instructions of your Controller(s).
2. Single Point of Contact. In the event multiple entities are allowed by you to access the Ancillary Software under your participation in the Corporate Partner Program, you shall act as a single point of contact to us for the purpose of this Data Processing Addendum, including by obtaining and communicating instructions, authorizations, consents and permissions and communicating them to us. Where we inform or give notice to you, such notice is deemed received by those Controllers permitted by you to use the Ancillary Software.
3. Processing Instructions. We will process Personal Data only:
  1. in accordance with documented instructions from you. By participating in the Corporate Partner Program you instruct us to process Personal Data to provide and support the Ancillary Software, as set out in the Terms (including this Data Processing Addendum). You may issue additional instructions, provided that they shall be consistent with your participation in the Corporate Partner Program and not require us to modify the Ancillary Software. If any such additional instructions cannot be complied with, or if we are of the opinion that it infringes Data Protection Laws, we shall promptly notify you; or
  2. where required to do so by applicable laws or Data Protection Laws to perform our obligations under the Terms. In such a case, we shall inform you of that legal requirement before processing, unless legally prohibited from sharing such information. In particular, to the extent required for fraud prevention and risk management purposes, as well as to the extent required by applicable laws in order to obtain access to local networks, we will process Partner Personal Data to perform eKYC checks on End Users.
AIRALO'S PERSONNEL
1. Access Restrictions. We will take reasonable steps to ensure that access to Partner Personal Data is limited to those of our Affiliates, employees, agents, and subcontractors who:
  1. have a need to know or otherwise access Partner Personal Data to enable us to perform our obligations under the Terms and this Data Processing Addendum; and
  2. are bound in writing by confidentiality obligations sufficient to protect the confidentiality of Partner Personal Data in accordance with the terms of this Data Processing Addendum.
SECURITY
1. Certifications. We will establish and maintain sufficient controls to meet certification and attestation for the objectives stated in SOC 2 Type 2 (or equivalent standard) ("Certifications"). At least once per calendar year, an assessment against such standard by an independent third-party auditor will be obtained for environments where Partner Data is stored.
2. Technical and Organizational Safeguards. We will implement and maintain industry standard technical and organizational safeguards, as specified in Schedule 2 to this Data Processing Addendum (set out in clause 1.11 below). You acknowledge that you are provided access to a shared infrastructure, and that we apply the same technical and organizational safeguards to all partners receiving access to the Ancillary Software.
3. Changes to Safeguards. We will review and may change the technical and organizational safeguards to address new and evolving security technologies, changes to industry standard practices, and changing security threats. You agree that we may implement such changes at any time without prior notice, so long as such changes maintain an overall level of security that is comparable or better than the current level. We will make available to you the new technical and organizational safeguards upon request or via the Partner Platform.
PERSONAL DATA BREACH
1. Notification. In the event of a Breach, we will notify you without undue delay after we or any Subprocessor becomes aware of such Breach, and provide you with sufficient details of the Breach to allow you to meet reporting obligations under Data Protection Laws. We may provide such details in phases as they become available.
2. No Admission. Such notification shall not be interpreted or construed as an admission of fault or liability by us.
3. Cooperation. We shall cooperate, and require any Subprocessor to cooperate, with you in the investigation, mitigation, and remediation of any such Breach.
SUBPROCESSORS
1. Authorized Subprocessors. You hereby authorize the Subprocessors listed at https://trust.airalo.com/ or any successor website ("Trust Portal").
2. General Authorization for New Subprocessors. You provide us a general authorization to engage new Subprocessors, or to modify the scope of the engagement of an existing Subprocessor (both, a "Subprocessor Change"), provided that we shall:
  1. enter into a written agreement with each Subprocessor containing the same obligations imposed on us under this Data Processing Addendum and applicable Data Protection Laws with respect to Partner Personal Data;
  2. remain fully liable to you for the acts or omissions of our Subprocessors; and
  3. notify each Subprocessor Change at least 30 Days prior to the change becoming effective via the Trust Portal. You shall register on the Trust Portal in order to receive any such notification. You shall be entitled to object to such change within 15 Days from notification. If we do not receive an objection within such term, the Subprocessor Change will be considered as accepted. If you object, we may choose (i) not to proceed with the Subprocessor Change; or (ii) take reasonable measures to remedy your ground of objection. If neither is possible, or if you continue to have a legitimate objection even after either (i) or (ii) have been implemented, you shall have the right to terminate your participation in the Corporate Partner Program.
3. Notice of Subprocessor Changes. We shall provide notice of a Subprocessor Change at the email address provided by you or (if none is provided) to the Partner business contact responsible for your participation in the Corporate Partner Program.
4. Urgent Subprocessor Changes. In the event a Subprocessor Change is required for urgent reasons outside of our control (e.g., to ensure the availability of the Services, for security reasons or to meet regulatory requirements), we will execute the Subprocessor Change without prior notice, and notify you as soon as possible thereafter. Clause 1.6(b)(iii) shall apply accordingly.
DATA SUBJECT RIGHTS
1. Functionality and Support. We shall provide functionalities that support your ability to correct, delete or anonymize Personal Data from Ancillary Software, or restrict its processing in line with Data Protection Laws. Where such functionality is not available, we will perform the above actions for you, in accordance with your instructions.
2. Cooperation with Data Subject Requests. At your request, we shall cooperate with you in dealing with requests from Data Subjects or regulatory authorities regarding our processing of Personal Data.
3. Direct Data Subject Requests. If we receive a request from a Data Subject in relation to Personal Data processed by us hereunder, we will notify you (to the extent that Data Subject has provided information to identify the relevant controller) via email. We shall not respond to such request but rather redirect the Data Subject to you.
DELETION OR RETURN OF PARTNER PERSONAL DATA
1. Deletion Upon Termination. Unless prohibited from doing so under applicable laws, we shall delete Partner Personal Data from the Ancillary Software within 90 Days from the termination or expiration of your participation in the Corporate Partner Program for any reason. You shall be responsible for performing a data export of the Partner Personal Data prior to termination or expiration of your participation in the Corporate Partner Program.
COMPLIANCE AND AUDITS
1. Assistance with Compliance. Upon your request, we will provide such assistance as you reasonably require in ensuring compliance with your obligations under applicable Data Protection Laws, including but not limited to any data protection impact assessments and any prior consultations with any regulator where required.
2. Documentation. We will make available to you or to your third party auditors reasonable documentation necessary to demonstrate our compliance with this Data Processing Addendum, as well as any applicable Data Protection Laws. We may make available such information via the Trust Portal. The Trust Portal shall include, without limitation, copy of the Certifications and results of Pen Testing carried out by us on a yearly basis.
3. Additional Audits. To the extent you have not reasonably been able to satisfy your audit requirements by accessing the Trust Portal, you and we will agree to the terms of additional audit activities, including pen testing, interviews of our personnel, etc., in such a way as to limit to the maximum possible extent any disruptions to our operations. For clarity, we are a fully remote company and do not own or manage any physical location that can be included in the scope of any audit.
INTERNATIONAL DATA TRANSFERS
2. AAAAA
  1. AAA
  2. AAA
2. AAAAA
  1. AAA
  2. AAA
2. AAAAA
  1. AAA
  2. AAA
2. AAAAA
  1. AAA
  2. AAA