BUSINESS TERMS OF SERVICE
Last updated: 2025-12-19
INTRODUCTION
Terms. Welcome to Saily. Before starting, please read these Terms of Service (“Terms”) carefully. They explain how organization agreeing to these Terms (“Customer”) and Customer’s employees or authorized personnel (collectively, the “End-users”) can access and use:
(i) Saily Software (as described below), Saily website (“Website”) and business-to-business (B2B) self-service panel (“Admin Panel”);
(ii) eSIM with data service plans (“Data Plans”);
(iii) Cybersecurity functionalities (“Security Features”); and
(iv) Any additional features and value-added services from third parties that come with certain Data Plans (“Extras”). Together, all of these - the “Service” or “Services”.
Updates to the Terms. Services might be introducing new features or modifying current ones constantly. In addition, we may need to update the Terms by amending them from time to time (i) to comply with the law; (ii) to comply with orders/recommendations of regulatory authorities; (iii) to add additional functionality, services, features, technologies and/or benefits, or to remove the old ones; (iv) to correct errors and bugs; (v) to clarify the Terms; (vi) to prevent abuse or harm; (vii) for any other valid reason (e.g., for security reasons). Customer understand and agree that it is its obligation to review the Terms from time to time in order to stay informed on current rules and obligations. Notification of any material changes to the Terms that affect Customer’s rights or obligations will be provided in advance of such changes by reasonable means (e.g., via email or pop-up in an app). Unless it is stated by us otherwise, each update of the Terms comes into force as of the moment when amended Terms are published. Customer’s continued use of the Services will be deemed acceptance thereof.
THE TERMS MAY CHANGE, SO IT IS IMPORTANT TO REVIEW THE TERMS PERIODICALLY.
Accessing the Services and/or Websites. Customer affirms that it is a valid legal entity and that the individual acting on its behalf has the authority to do so. Customer possesses all necessary rights, powers, and authority to enter into and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms. Customer further agrees to ensure that its End-users, who must be at least eighteen (18) years of age, are made aware of these Terms and assumes full responsibility for any failure by its End-users to comply with them.
By adding any End-user or team member to Customer’s team in Admin Panel, creating or enabling a Service Account for such person, and/or sending an invitation to use the Services, Customer hereby represents and warrants that (i) Customer has the right and all necessary authority to do so, including to share such person’s contact details with Saily for this purpose, (ii) such person agrees to receive such invitation to use Services and related communications from Saily, and (iii) such person is intended to and will use the Services as an End-user in accordance with these Terms.
Customer is not permitted to access or use the Services if it’s a competitor of our business, or if it’s using our Services to obtain information for unfair competition. Additionally, access to the Services may be denied if we have previously prohibited it for any reason.
Binding Legal Agreement. Please note that the Terms constitute a binding legal agreement between Customer (or those Customer legally represent) and Saily. Customer agrees and accepts to be bound by these Terms by either:
(i) creating a user account and/or its End-users’ accounts to use Services (“Account”; unless specified otherwise, "Account" includes both the Customer’s and its End-users’ accounts);
(ii) downloading Software or accessing/using its Services;
(iii) signing purchase order through designated sales channels (“Insertion Order”) or placing order through Admin Panel; or
(iv) otherwise electronically agreeing to be bound by these Terms.
If using the Services on behalf of an organization, one is agreeing to these Terms for that organization and acknowledges having the authority to act on behalf of the organization and commit to these Terms on behalf of the organization. To the maximum extent permitted by law Customer hereby acknowledges and agrees that consumer laws are not applicable to Service provision to Customer and its End-users following these Terms.
For services provided in a business-to-consumer (B2C) context, the following Consumer Terms of Service shall apply.
SERVICES ARE OFFERED TO CUSTOMER CONDITIONAL ON ITS ACCEPTANCE OF THESE TERMS. PLEASE READ CAREFULLY ALL OF THEM. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS OR ANY PROVISIONS HEREOF, PLEASE DO NOT ACCESS AND USE OUR WEBSITES, ADMIN PANEL, SOFTWARE AND/OR SERVICES.
Saily. For the purpose of the Terms, “Saily”, “we”, “us”, or “our” shall mean the contracting entity as determined by the Customer’s billing address at the time of entering into these Terms, as follows:
Europe Economic Area (EEA): Saily UAB, company code 307208658, principal business address Švitrigailos str. 36, 03230 Vilnius, Lithuania;
Australia: CyberQuay Pty Ltd, company code 689 412 119, principal business address LEVEL 41, 161 Castlereagh str., Sydney, NSW, 2000, Australia;
Rest of the world: Saily Inc., a corporation organized under the laws of the State of Delaware, United States of America, under registration number 4419800, principal business address 330 N Wabash Ave, Chicago, IL 60611, United States of America.
Privacy. For information about how we collect and process personal data, please read our Privacy Policy.
SERVICES
eSIM Data Plans. We shall provide Customer eSIM with Data Plans and services based on the capabilities of supplied eSIM. The eSIM includes an electronic profile which will be downloaded to Customer’s or its End-user’s device as part of activating the Service. The volume of data available and the duration of the Services will be specified to Customer within Admin Panel, and to its End-users during the process of redeeming a coupon code for specific Data Plan, or topping up the Services. Once the specified period expires, any remaining Services will be lost, and no refund will be payable for those unused Services.
Security Features. Together with the Services, we may also provide Security Features, a bundle of cybersecurity functionalities designed to enhance End-user’s online safety and user experience:
Virtual Location - This feature encrypts End-user’s internet connection by routing their online activity through a remote server. It also allows End-user to change their apparent location.
Ad Blocker - This functionality blocks advertisements using DNS filtering. It prevents ads hosted on remote servers from being fetched and displayed. Please note that this feature does not block ads directly hosted on the content End-user is accessing, so not all ads may be blocked.
Web Protection - This feature is designed to enhance End-user’s web browsing experience by blocking many trackers and potentially malicious websites through DNS filtering. These measures aim to reduce certain online risks, such as malware, phishing attempts, and data leaks, helping to create a more secure and private browsing experience. However, it does not provide absolute protection, and End-users should remain cautious while browsing online.
The Ad Blocker and Web Protection features may be activated by default as soon as the associated Data Plan is activated on an End-user device. These features can be disabled at any time. The Virtual Location feature is activated only on demand.
The Security Features are offered to complement the core Services and are subject to the conditions outlined in these Terms.
Extras. For certain Data Plans we may include complimentary Extras, such as promotional codes for additional third party based services. The type, scope, limitations, and any delayed availability of such Extras will be clearly indicated either in the Data Plan cards, Insertion Order, Admin Panel, or as otherwise specified through commercial terms discussed between the parties.
These Extras are provided by, and their availability depends on, solely third-party providers. While we do our best to ensure their availability at the time of Data Plan activation, some may be temporarily or permanently unavailable at times.
Customers or End-users might not always redeem Extras directly through the App - some may be delivered or redeemed via other channels, such as Admin Panel, email or external platforms, as explained when receiving them.
The availability of Extras may also change during the validity period of provisioned Data Plan, depending on the preferences of the majority of End-users and seasonal factors. Please note that Extras are additional services - if one becomes unavailable, it won’t affect core eSIM Data Plan, which remains fully functional.
GENERAL TERMS
Order Process & Account creation
Customers can order Services via:
Admin Panel, available at admin.saily.com; or
designated sales channels by signing Insertion Orders.
To initiate the process through the Admin Panel, the Customer must set up a corporate Account through admin.saily.com by providing certain company details and related information.
For both Admin Panel and Insertion Order workflows, the Customer and its End-users, must create individual Accounts through the Saily App by providing required information. All provided details and information must be complete, accurate, truthful and kept up to date. Accounts are non-transferable.
Customer agrees to accept responsibility and is solely responsible for any and all usage and activities that occur under its and its End-users’ Accounts or passwords, including, but not limited to, use of the Accounts by any other person, whether or not authorized by Customer. Customer is responsible for maintaining the confidentiality of these Accounts and passwords, and for restricting access to these Accounts by any other party. To protect the Account, Customer shall keep password confidential. Customer does not reuse Account password with other services. Customer agrees to immediately notify us of any unauthorized use of its or its End-users Accounts or passwords.
Account registration requires agreeing to our Terms and Privacy Policy, which are binding on every End-user of the Services.
Service Purchase and Activation
We reserve the right to limit Data Plans availability to specific countries and destinations.
Before ordering and activating the Data Plan, ensure that the device is unlocked and eSIM-compatible – an exemplary list of compatible devices is provided.
Customer or End-user needs to download the eSIM onto their device for the Data plan to be configured according to their order. The downloaded eSIM will remain on the device even after the Data plan expires or credit is depleted. While the eSIM can be removed at any time, for the Services to be provided, the eSIM needs to be kept on the device until the Data plan is depleted or expired.
To initiate the Service, eSIM must be downloaded and associated Data Plan activated. Both processes require a stable internet connection.
Refund policy
Refunds for Non-Activated Data Plans. If the eSIM (i) has not been installed or (ii) has been installed on the device but the Data plan is not activated, Customer may request a full refund.
Refund for Activated Data Plans with Unused or Minimally Used Data. Once the eSIM has been installed and the Data Plan activated, it will be considered utilized, and a refund cannot be guaranteed.
However, Saily may consider a full or partial refund for Customer’s unused data under the following conditions:
i) The Data Plan has been activated, but the data remains generally unused (>99% of the Data Plan left), and
ii) Any complimentary Extras provided with the Data Plan (if any) have not been activated or used, and/or
iii) The data has been used insignificantly due to service quality issues related to Saily.Please note that the decision to grant Customer a full or partial refund is at the discretion of Saily, and Saily does not provide any guarantee regarding the extent of Customer’s refund request.
Refund Restrictions. Saily reserves the right to refuse any form of refund under the following circumstances:
Evidence of Abuse: If there is evidence of abuse (e.g., repetitive refund requests), violation of Terms, or any fraudulent activity related to usage of Services.
Deleted Account: If an End-user deletes an account after activating a Data Plan, no refund will be granted.
Unrelated Charges: Refunds or compensation will not be granted for charges incurred from alternate phones, alternate SIM cards, alternate providers, third party roaming services, hotel phones, or any other charges not directly associated with Account.
General Refund Period. All refund requests should be made within 30 days of the Data Plan purchase date. Please note that each Data Plan has its own validity period, and once it expires, no refunds will be provided.
Refund Process. Saily’s decision regarding refund will be made within 5 working days of the submission of Customer’s eligible request. The actual refund will be processed within a reasonable time frame but no later than 30 calendar days.
Additional Requirements. In the event of the implementation of any special campaign or referral program, additional conditions and different policies may apply. This may include stipulations that prevent misuse of the campaign or referral program. In case of any discrepancy between the terms, this refund policy shall prevail.
Provision of Services
The Services will initiate promptly upon the successful download of the eSIM and activation of the associated Data Plan.
The Service duration corresponds to the terms outlined in the activated Data Plan.
The Service for associated Data Plan concludes either upon the complete consumption of the Data Plan or upon the expiration of the Data Plan's designated duration, whichever comes first.
Each session of data usage which End-user undertakes will be rounded up to the nearest kilobyte.
The Service is provided on an "as is" and "as available" basis. We do not guarantee a fault-free Service, and make no warranties regarding network coverage, quality, or availability. We will make reasonable efforts to ensure continuous availability, contingent upon our and/or our technology partner's network capacity and connection availability.
In case of a fault, upon awareness or notification by Customer, we will make reasonable efforts to promptly correct the issue.
We reserve the right to select network operators and technology partners in the best interest of our business requirements.
Personal data protection. By using Service, Customer acknowledges that we may disclose and use End-users’ personal data for Service provision, subject to our Privacy Policy.
Unless otherwise agreed, the Customer and Saily acknowledge that, under applicable data protection laws, each party is an independent data controller of the personal data that it collects or processes pursuant to this agreement. Each part shall be individually and separately responsible for complying with the obligations that apply to it as a controller under applicable data protection laws. The parties further agree that they are not joint controllers of any personal data that is collected or processed pursuant to this agreement.
Each party shall:
i) individually determine the purposes and means of its processing of personal data;
ii) ensure that all processing of personal data is carried out in accordance with applicable data protection laws;
iii) implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the processing of personal data;
iv) provide the necessary information to data subjects regarding the processing of their personal data;
v) ensure that any transfer of personal data to a third country or an international organization complies with the applicable data protection laws.
In the event of a personal data breach affecting the personal data processed under this agreement the party responsible for the breach shall notify the other party without undue delay and provide sufficient information to enable the other party to meet its obligations under applicable data protection laws. Both parties shall cooperate in good faith to investigate the breach, mitigate any damages, and comply with their respective reporting obligations under applicable data protection laws.
Roaming
When using the Service while roaming, different laws and regulations may apply, and we disclaim liability for non-compliance. Roaming may incur higher charges, depleting data bundles at an accelerated rate.
Suspension
We may temporarily suspend the Service for upgrades, modifications, or maintenance, aiming to minimize disruption and provide advance notice, when possible, through Admin Panel, Website, Saily App or separate notice.
We reserve the right to immediately suspend the Service without notice if:
Customer or any of its End-user breach usage conditions or notified policies described in Terms.
Pending investigation following a complaint against Customer or any of its End-users.
Customer fails to provide necessary information for regulatory compliance.
We suspect fraudulent or unlawful access to Services.
Compliance with government, regulatory, or emergency services orders is required.
There is a need to prevent network damage caused by Customer, its End-users, or any of Customer Accounts.
Operational, emergency, or security reasons necessitate suspension.
Monitoring
To the extent required by applicable law, regulations, orders from government authorities or to the extent necessary to protect us and other customers, we may monitor and, if obliged, disclose information related to Customer and its End-users Accounts data and/or Services used.
Customer’s obligations
Customer is responsible for:
(a) duly payment of all fees relating to Customer's and all of its End-users’ orders (redeem coupons) and use of the Services;
(b) managing access to the Services and promptly notifying Saily of any unauthorized use of or access;
(c) maintaining the confidentiality and security of passwords and Accounts;
(d) maintaining accurate and current Account and contact information for each Account;
(e) ensuring that any and all use of the Services complies with these Terms and applicable laws; and
(f) configuring all Customer’s and its End-users' devices to properly utilize the Services, adhering to regulations and instructions from Saily or the device supplier.
Customer and any of its End-users must:
Avoid using the Services for fraudulent, unlawful, or abusive communication;
Refrain from using the Service for criminal or unlawful activities;
Act in a manner that does not affect the operation of our networks;
Refrain from sending or uploading content that infringes third-party intellectual property rights;
Utilize the Service in accordance with the Terms;
Comply with applicable laws and regulations in Customer’s and its End-users’ home country or the country of residence or presence;
Provide proof of representation or identity upon request.
It is Customer’s and its End-users responsibility to delete the eSIM from their devices before passing it to another person. Any failure to do so allows the new user to access the remaining pre-activated Services.
Customer must adhere to reasonable security procedures and standards for the Service. We may communicate security issues and general information through our Admin Panel, Website, Saily App or dedicated emails.
Lost or Stolen Device
Customer shall promptly inform us if any device with activated Services is lost or stolen. Customer remains responsible for Service usage until notification and confirmation about received notification from Saily support. Email us at [email protected] for lost or stolen devices. We will take reasonable action to cancel Services on the lost or stolen device within 72 hours, subject to the Account verification.
Content
Customer is solely responsible for all content, information, and communications transmitted using the Service.
Customer acknowledges and agrees that Saily does not monitor, log, collect, store, access, or otherwise process any content, information, or communications transmitted through telecommunications networks when using the Services. Saily does not retain and cannot retrieve, reconstruct, or provide any records of such transmitted content.
Accordingly, Saily has neither the technical ability nor the legal right to provide the Customer, its End Users, courts, or any third parties with copies, logs, or details of any content sent or received using the Services. Any requests for such information cannot be fulfilled.
CHARGES
The costs linked to the activated Data Plans are disclosed to Customer and its End-users before Services are ordered, and by signing the Insertion Order or placing the order through the Admin Panel, Customer accepts these charges. We retain the right to modify or adjust the charges for the Services Customer has acquired at any time, either by updating changes on Website and/or Saily App.
The charges for Service purchases include value-added tax and any other applicable sales taxes, duties, or levies imposed by any authority, government, or governmental agency.
PAYMENTS
CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS END-USERS MAY IMMEDIATELY LOSE ACCESS TO SERVICES IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT OR IF ANY PROVIDED PAYMENT FAILS TO COMPLY WITH SAILY’S AML REQUIREMENTS.
Customer agrees to pay us for any Services Customer or its End-users order from us, as well as all other charges incurred under Account, including applicable taxes and fees associated with Customer purchase of the Services.
Payment Methods. Apart from selecting the desired Data Plan, the Customer also chooses the payment method when signing up or placing order for the Services.
Billing and invoicing. By providing us with a payment method, Customer (i) represents that Customer is authorized to use the payment method Customer provided and that any payment information Customer provides is true and accurate; (ii) authorize us to charge the payment method Customer provided; and (iii) authorizes us to invoice the Customer for any paid Services ordered and activated by the Customer or its End-users.
The issuance of invoices are conducted through the designated electronic means.
If Customer has any questions related to invoices, please contact us at [email protected].
Fraud Protection. If applicable, Saily reserves the right to verify credit/debit card payments prior to Account sign-up or completion of purchase.
Free Trials. We or our partners may offer a free trial for our paid Services before charging Customer’s payment method (“Free Trial”).
The duration of the Free Trial, its use, territorial availability, and other details will be outlined during sign-up and/or in the promotional materials. Eligibility for the Free Trial is determined at our sole discretion, and we reserve the right to limit, withdraw, or modify the Free Trial option at any time, in any jurisdiction, without notice, as permitted by applicable law.
If it is determined that a free trial offer has been used more than the permitted number of times by the same individual, device, or email address, we reserve the right to immediately terminate access to any Services derived from that free trial coupon, and any benefits (e.g., credits) provided as a result of the free trial will also be revoked. Additionally, we may limit Customer to just one free trial or promotion for any paid Service and will not allow the combining of free trials or other promotional offers.
If Customer has any questions related to payments, please contact us at [email protected].
The provisions in this Payments section are without prejudice to any terms outlined in the Admin Panel, or the Insertion Order, if any mutually agreed upon by Customer and Saily.
TERMINATION
Saily may terminate these Terms if:
(a) Customer is in material breach of Terms and fails to cure that breach within thirty (30) days after receipt of written notice (except where otherwise indicated in these Terms); or
(b) Customer ceases its business operations or becomes subject to insolvency, bankruptcy, winding-up or similar proceedings and the proceedings are not dismissed within ninety (90) days.
This clause applies equally to the Customer's right to terminate these Terms under the same conditions.
We may terminate these Terms and immediately suspend Customer's and its End-users’ access to the Services:
(a) if required to do so by law, or
(b) if Saily or its partners determine that Customer or its End-users’, at any given point of using Services, were or are not compliant with section 13.9 (“Export and Sanctions Compliance”) of these Terms, or
(c) if the Customer or its End-users are reasonably suspected by Saily of engaging in criminal or illegal activities when using the Services, or
(d) if Saily determines, in its absolute discretion, that the provision of the Services to Customer is not in the best interests of Saily.
If Saily terminates the Terms and suspends Customer's access to the Services:
(i) under points (a) to (c), the Customer remain responsible for paying all outstanding amounts for Services already used, and any fees already paid will not be refunded on a pro rata basis for the unused portion;
(ii) under point (d) the Customer will be responsible only for paying the remaining unpaid amounts for used data. Fees already paid for the Services will be refunded on a pro rata basis for the unused portion. Customer acknowledges that the refund of fees paid for the unused portion of activated Data Plans is its sole remedy in the event of termination by Saily under point (d), and all other liabilities of Saily are expressly excluded.
Consequences of termination. After termination of Terms for any reason whatsoever and without prejudice to any other applicable provisions set forth in these Terms:
(a) except as set forth in this Section, the rights and licenses granted by Saily to Customer will cease immediately;
(b) all provisions of these Terms which by their nature are intended to continue in effect after the expiration or termination and all rights and remedies of the parties that accrued up to the termination date or by virtue of the termination or expiration will survive the termination date.
Upon depletion or expiration of the Data Plan purchased, further Service usage is restricted until a new Data Plan is purchased and activated.
DISCLAIMER OF WARRANTIES
Reasonable efforts are taken to improve the accuracy and integrity of the Services, but complex software is never wholly free from defects, errors, and bugs. We give no warranty or representation that the Services will be wholly free from defects, errors, and bugs, such as downtime, loss of data, corrupt data, service delay, mistakes, out-of-date information, or other. Notwithstanding any other provision of the Terms, we reserve the right to modify, suspend, or terminate access to the Services, or any functionality comprising a part of the Services at any time. In no event, to the extent permitted under applicable law, will we be liable for making these changes. In exceptional and very limited cases, Services may be unavailable from time to time due to human, digital, mechanical, telecommunication, software, and other failures. We cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
THE SERVICES AND WEBSITES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE SERVICES. CUSTOMER ACKNOWLEDGES THAT WE DO NOT HAVE CONTROL OVER CUSTOMER’S USE OF THE SERVICES, AND WE DO NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH CUSTOMER’S USE OF THE SERVICES. CUSTOMER ASSUMES ALL RISKS AND RESPONSIBILITY FOR ITS USE OF THE SERVICES AND FOR ANY LOSS OF OR ERRORS IN ANY DATA OR INFORMATION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE NEITHER WARRANT NOR REPRESENT THAT CUSTOMER’S USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES, NOR THAT THE SERVICES WILL BE AVAILABLE FOR CUSTOMER’S ACCESS OR USE, NOR THAT OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN ADDITION, CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER JURISDICTION.
LIMITATION OF LIABILITIES
There are inherent risks in relying upon, using, transmitting, or retrieving any data and/or content on the internet, and we urge Customer to make sure it understands these risks before using the Services. Saily disclaims all responsibility for the behavior of its Customer and their End-users and/or visitors when they access or use the Services/Websites.
CUSTOMER’S USE OF THE SERVICES AND WEBSITES IS AT ITS OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SAILY, NOR ANY OF ITS PARENTS, SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR EMPLOYEES, OFFICERS OR DIRECTORS, SHALL BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF BUSINESS, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR ANY OTHER DAMAGES) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR THE USE OR INABILITY TO USE THE SERVICES OR WEBSITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE TOTAL AGGREGATE LIABILITY OF SAILY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED WHAT CUSTOMER PAID TO US DURING TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY AND SHALL NOT INCLUDE ATTORNEY FEES OR COURT COSTS IRRESPECTIVE OF ANY LAWS OR STATUTES THAT MAY PRESCRIBE OTHERWISE. CUSTOMER ACKNOWLEDGES THAT THE AMOUNT OF FEES PAYABLE BY CUSTOMER TO SAILY HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH IN THE TERMS AND THAT SAILY WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITH CUSTOMER WITHOUT THE LIMITATIONS ON ITS LIABILITY CONTAINED IN THIS SECTION.
Some jurisdictions restrict or do not allow the limitation of liability in contracts (e.g., limitation of liability for death or personal injury caused by other party's negligence, fraud, or fraudulent misrepresentation, willful misconduct, or gross negligence). As a result, the respective provisions of this Section may not apply to Customer. In cases where such restrictions on the limitation of liability apply, the liability of Saily shall be limited to the fullest extent permitted by certain applicable law.
Please also note, that we implemented security measures aimed at securing the Services; nevertheless, the internet is not a secure network and system reliability could be impaired independently of our efforts and will. In addition, we cannot be held liable for unpredictable events such as cyber-attacks, security breaches regarding the transmission of data or for performance guarantees regarding the volume and speed of data transmissions. Customers and their End-users are responsible for taking all appropriate measures to protect their own data, software, equipment, and systems, particularly from contamination by any viruses circulating on the internet.
INDEMNIFICATION
Customer agrees, at its own expense, to indemnify, defend, and hold harmless Saily, its parents, subsidiaries, and affiliates and their officers, directors, employees, agents, distributors, and licensees from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, and expenses) incurred in, arising out of or in any way related to:
(i) Customer and its End-users’ breach of these Terms;
(ii) Customer (or any other users of Account) use of the Services;
(iii) Customer and its End-users violation of any applicable laws, rules, and regulations; or
(iv) Customer and its End-users negligence or willful misconduct.
Saily shall not be responsible for any delay or disruption to Customer’s use of the Services, including any damages stemming therefrom caused by circumstances falling under this Section.
LICENSE TERMS
Software. For access to and use of our Services, Customer and its End-users need to download and install our Software on their devices. Below see the terms and conditions applicable to the use of such Software. Pursuant to these Terms, “Software” means any mobile and desktop software applications and any other software (including any releases, updates, enhancements, functionalities or revisions), and any accompanying documentation, provided by us to Customer and its End-users for their use of the Services.
License Grant. Subject to these Terms and provided that Customer comply with the Terms we grant Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable, fixed-term license (“License”) to download, install and use a copy of the Software on a compatible devices that Customer and its End-users own or control. No other right or license, express or implied, of any kind is granted to Customer hereunder with respect to the Services and/or Software.
Apple Requirements. For the sake of clarity, in respect to the Software that is downloaded from Apple, Inc. (“Apple”) App Store, the License is limited to the use of such Software on any Apple-branded devices that Customer and its End-users own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Software may be accessed and used by other accounts associated with Customer and its End-users via family sharing or volume purchasing features.
We Retain all Rights. The Software used pursuant to these Terms is licensed, not sold, and Customer receives no title to or ownership of any copy, or of the Software itself, or even more so of the Services and Websites. Customer receives no rights to the Software other than those specifically granted in Section 10. We and/or our licensors retain all rights, title and interest in and to the Services, including, but not limited to Software, Websites, Admin Panel and any portion thereof. All rights are reserved unless otherwise explicitly expressed. Saily and other marks are protected trademarks, owned by Nord companies and Customer is forbidden from registration, adoption, or any other use of trademarks, trade names, symbols, or signs that are either identical or confusingly similar to any trademarks owned by Nord.
Feedback. Customer hereby grants Saily and/or its affiliated companies a perpetual, irrevocable, worldwide license to use Feedback (as defined below) Customer and its End-users communicate to us without reimbursement or compensation, without any obligation to report on such use, and without any other restriction. Customer waives (or agrees not to enforce) any and all rights that may now or in future exist (including moral and equivalent rights) in Feedback. (“Feedback” refers to any recommendation, idea, proposal, suggestion, feedback, review, or other input related to Services).
APPLICATION PLATFORM TERMS
App Store. If Customer or its End-users have downloaded our Software from the Apple App Store or are using such Software and Services on any Apple-branded device, Customer acknowledges that they have read, understood, and agree to the following notice regarding Apple:
These Terms are concluded between Customer and Saily, not with Apple, and Apple is not responsible for the Services or their content. If Customer requires any support with respect to the Services, they should contact us directly, as Apple is under no obligation to provide any maintenance or support services for the Services. To the extent that the Services fail to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Services; to the maximum extent permitted by law, Apple will have no other warranty obligations with respect to the Services. Apple is not responsible for addressing any claims by Customer or any third party relating to the Services or Customer’s possession and/or use of the Services, including: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under any other applicable legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Services and/or Customer’s possession and use of the application infringe on that third party's intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the Services. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as a third-party beneficiary. Customer represents and warrants that (i) they are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) they are not listed on any U.S. Government list of prohibited or restricted parties
Other Stores. If our Software is downloaded from any other store, platform, marketplace (e.g., Google Play, Amazon Appstore, Microsoft Store, HUAWEI AppGallery, etc.), Customer acknowledges that it has read, understood, and agrees to the customer terms of use of such stores, platforms, and marketplace. Saily is the licensor of the Software and provider of the eSIM with data service plans based on eSIM technology and other related services, and any other third party (e.g., operator of the store, platform, marketplace) is not a party to these Terms.
GOVERNING LAW AND DISPUTE RESOLUTION
Jurisdiction. These Terms shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to its choice of law rules.
Judicial Resolution of Disputes. Customer and Saily shall endeavor in good faith to resolve any dispute, claim, controversy, or disagreement relating to or arising out of these Terms, or the subject matter of these Terms (“Dispute”), by negotiation. Any Dispute which remains unresolved 30 (thirty) days after Customer or Saily gives written notice of the existence of such Dispute, may be referred for final resolution by the competent courts of the State of Delaware, United States of America. The proceedings shall be held in English language. We always strive to address Customer’s concerns without needing a formal legal case.
NO CLASS ACTIONS. CUSTOMER AND SAILY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN CUSTOMER’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH CUSTOMER AND SAILY AGREE OTHERWISE IN WRITING, THE ARBITRATOR OR JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR OR JUDGE MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SAILY CUSTOMERS.
MISCELLANEOUS
Entire Agreement. These Terms, along with any rules, guidelines, or policies published on the Website and Admin Panel, constitute the entire agreement between Saily and Customer with respect to Customer’s use of our Services.
Amendments. No amendment to these Terms by Customer shall be effective unless acknowledged in writing by Saily. Notwithstanding the foregoing, Saily reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above.
Severability. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect.
Assignment. Customer may not assign its rights or obligations under these Terms without the prior written consent of Saily, but Saily may assign them without restriction.
Non-Waiver. Saily’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.
Third-Party Components. Customer acknowledges that Services, including, but not limited to Software, Security Features, Admin Panel and Websites, may incorporate, embed, be combined with, or may otherwise interact with third-party computer programs, applications, services, links, and components (“Third-Party Components”). For the avoidance of doubt, Section “Disclaimer of Warranties” and Section “Limitation of Liabilities” of these Terms apply to the foregoing interaction with Third-Party Components. Where our Website contains links to other websites and/or resources provided by third parties, which include third-party social media websites such as Facebook, Instagram, and LinkedIn, they are provided for Customer information only. Please review the third-party website’s terms of use and other policies carefully before engaging in any transaction.
Linking to our Websites. Customer may link to our Website, provided it does so in a way that is fair and legal and does not damage our reputation or take advantage of it, but Customer must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
Communication with Saily. Any notice required or permitted to be given to Saily hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery. Notices to Customer may also be sent to the applicable email address and are deemed given when sent. Notices to Saily in any case must also be sent to [email protected] and are deemed given the next business day from such notification. Customer agrees to receive communications from us electronically, e.g., by email, through our applications, and customer support platforms, and consent that such notifications have the same legal power as communication in writing. We may communicate to Customers in order to advise them about provision, changes, or additions to the Services or for other purposes that are reasonable or required by applicable law. When communicating with our customer support representatives, Customer agrees to be respectful and kind. In addition, Customer undertakes to provide accurate data for communication with us and, if Customer’s contact details have changed, they shall update them immediately. Saily is not liable if Customer does not receive certain notices regarding the Services upon Customer’s failure to update their contact details.
Export and Sanctions Compliance. Customer represents and warrants that, throughout the entire duration these Terms apply, neither it nor any of its direct or indirect shareholders, beneficiaries, principals, executives, employees, agents, or its End-users are (i) subject, directly or indirectly, to any sanctions or restrictive measures administered or enforced by the United Nations, the United States of America, the European Union and/or its Member States, the United Kingdom, or any other applicable governmental authority (collectively, “Sanctions”), nor (ii) located, organized, or resident in any country or region that is subject to comprehensive Sanctions or embargoes, including but not limited to Belarus, Cuba, Iran, North Korea, Russia, Syria, or the restricted regions of Ukraine.
Customer further acknowledges that the export, re-export, transfer, or use of Services and related technologies (“Controlled Items”) may be subject to export control and sanctions laws of the United States, the European Union, its Member States, and any other applicable jurisdiction. Customer agrees to comply fully with all such laws and regulations, including not exporting, re-exporting, or otherwise transferring any Controlled Items (a) to any prohibited country, entity, or individual without obtaining any required government authorizations or (b) in violation of applicable sanctions or export control laws.
Customer also agrees to inform Saily immediately in writing if it or any party listed in this clause becomes subject to Sanctions, or if any of the representations or warranties made in this clause are no longer accurate.
In the event of any breach of this clause, Saily reserves the right to suspend or terminate the Services immediately and without prior notice. Any such breach will be considered a material violation of these Terms.
Prevailing Language. For all purposes, the English language version of the Terms shall be the original, governing instrument and understanding between Customer and us. In the event of any conflict between this English language version of the Terms and any subsequent translation into any other language, the English language version shall govern and control.
Force Majeure. Saily shall not be in breach of the Terms nor liable for delay in performing, or failing to perform, any obligations under the Terms if such delay or failure result from unforeseen circumstances, events, or causes beyond Saily’s reasonable control (including, without limitation, failures of third party software (whether open or not), failures of Customer’s and its End-users’ telecommunication or internet service providers, force majeure, earthquakes, fires, floods, embargoes, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities). In such cases, Saily shall be entitled to a reasonable extension of the time for performing any such obligations under the Terms.
No Reliance. Customer and Saily acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
CONTACT US
Customer can reach our team 24/7, 365 days a year. Just contact us through one of our communication channels:
Email: [email protected]
Chatbot: through Saily App (while logged-in).