1. Introduction

1.1. These IoT Bridge Terms are one of our Plan and Product Terms and apply when you sign up for or use IoT Bridge. In buying these services, you understand and agree to these terms. They also apply to any use of the IoT Bridge products and services by your staff or anyone else you have authorised. If anyone in your business will be using these products and services, please ensure they have also read and understood these terms. Our Business General Terms also apply to these products and services.

1.2. In the event of inconsistency, the following order of precedence will apply:

1. IoT Bridge Service Schedule;
2. These IoT Bridge Terms;
3. The Business Fixed Line Terms or Business Mobile and Wireless Terms (if applicable); and
4. The Business General Terms
    

2. Definitions

2.1. In these terms and conditions:

• The Service Schedule means the service schedule signed by you and Spark setting out the Device and service fees for your initial order.
• The Platform means the Spark IoT Bridge platform.
• Device means the logging and reporting device supplied by Spark which is installed at its designated location, and shall be a “Product” for the purpose of your General Business Agreement or Business General Terms (if you are a SME customer). View Business General Terms
• Service means the monthly software-as-a-service subscription that allows you to connect a Device to Spark’s IoT network, collect the data it generates, and view it on the Platform.
• IFP means interest free payments.
   

3. Service Overview
 

3.1. Please read this section carefully to ensure you understand the IoT Bridge Service. Additional IoT Bridge Service information is available from your Spark Business Development Manager, IoT Solutions consultants, and Spark Business Hubs.

3.2. The IoT Bridge Service provides the Customer with visibility of each Spark IoT sensor installed by the customer, the sensor’s status and the data collected by the sensor, such as temperature, noise levels, light levels, etc., as per the sensors’ specifications. The IoT Bridge Service assists with status and condition monitoring by providing historical data reports, as well as sending alerts when parameters exceed those set up by the user. Both benefits are available in the IoT Bridge dashboard. Please contact your customer manager for further details.

3.3. The IoT Bridge service has two core components:

1. A monthly subscription to the IoT Bridge Platform, on a per-Device basis; and
2. Devices (which you will need to buy).
    

4. Fees

4.1. Fees for the Service comprise charges for:

• Monthly subscription fees for Standard Services (calculated based on the total number of devices connected to Spark IoT Bridge Services.);
• Devices; and
• Fees for any Additional Services.
   

5. Devices

Devices overview
 

5.1. Each Device ordered is counted towards the Standard Monthly Fee in accordance with your Service Schedule. Your customer lead will confirm the availability of Devices at the time your order is placed.

5.2. While Spark will assist you with Device selection, it is up to you to ensure the suitability of each Device to your specific business needs. Each device includes:

1. Power source (battery/solar panel/AC/DC adaptor);
2. Network configuration; and
3. Delivery (each batch of Devices ordered must have a single New Zealand address).

5.3. Setting up the Devices on your IoT Bridge account and configuring Devices is your responsibility. Please contact your Spark Client Lead if you require assistance with Device setup.    

Devices payment

5.4. Devices can either be paid for in full before delivery or in monthly interest free payments of equal value over 12 or 24 months. The interest free payment terms can be found here. View interest free payment terms

Devices warranties

5.5. To the extent we are able, we will pass on the benefit of any manufacturer’s warranty in respect of the Device you purchase from us. If we are unable to do so, we will use our reasonable endeavours to hold for your benefit all such warranties. You will be charged for any repairs not covered by any manufacturer’s warranty. If you report a fault with a Device, you will be required to inform us how you wish to proceed if the Device fault is assessed as not covered by a manufacturer’s warranty.

5.6. For battery-powered Devices, battery life expectancy is up to 3 years under default Device configuration. Life expectancy will shorten when the frequency of data polling and transmission configuration is increased. If a battery fails earlier than its expected lifetime due to manufacturer fault, we will replace the battery. If the battery has failed due to incorrect installation and/or usage, or if it has reached its normal lifespan, it is your responsibility to replace the battery. Note that using batteries that do not match the prescribed specification for the Device voids any warranty.

6. Standard Services

6.1. Under the standard service, Spark will provide you with:

1. Network connectivity used by the sensors;
2. The gateway(s) connectivity to Spark backhaul, except for additional and standalone gateways;
3. Sensor management, data collection and access to all features currently included with Spark IoT Bridge Services;
4. SMS mobile alerts;
5. Spark IoT Bridge access for your nominated staff member/s; and
6. Onboarding activities of up to three hours including provision of Quick Startup Guide.

(Network connectivity, gateway connectivity and SMS mobile alerts are subject to the Fair Use Policy set out in this agreement.)
 

7. Additional Services 

7.1. Other than as described in the Standard Monthly Fees Section, support services are not included within the Plans.

7.2. You may request the following additional services for an additional Fee (this will be documented in a separate schedule):

• Pre-deployment RF site survey to help determine coverage requirements;
• Installation of additional coverage sites;
• Integration and IT consultancy services;
• Change management and process design to incorporate IoT Bridge you’re your standard business processes;
• Additional training;
• Custom report extracts and workflow modifications.
   

8. Invoicing 

8.1. Unless agreed otherwise in writing by both parties, invoicing will be as follows:·      

• Standard Monthly Fee will commence no later than one week from the date devices are dispatched to the customer, or at termination of any Free Trial.   
• Fees will be invoiced monthly in advance.  
• Upfront payment for Devices, or first payment of Interest Free Payment will be at the date devices are dispatched to the Customer.
  

9. Your Responsibilities
 

9.1. You are responsible for:

1. Assessing the suitability of the Service, including the suitability of the Device and Platform;
2. Preventing unauthorised access to, or use of, the Service. On becoming aware of any unauthorised access, you agree to notify Spark as soon as is reasonably practicable;
3. Ensuring that all data entered into the platform is collected, reported and exported in a lawful manner.

9.2. Unless agreed otherwise in writing Spark is not responsible for:

1. Providing, configuring, operating and supporting systems that integrate with the IoT Bridge Platform;
2. Any installation or removal of devices;

9.3. The first time you and your nominated users access the Platform, you may be prompted to read and accept the Platform terms and conditions. You may also be prompted to read and accept Spark’s Privacy Policy. If prompted, you must agree to these before using the Service.

9.4. During the Term you agree to:

1. Provide reasonable assistance to Spark with the IoT Bridge Service’s implementation, fault resolution and Customer requests.
2. Nominate an administrator(s) who will be authorised by you to manage the service and user accounts on your behalf.
3. Not do anything or introduce anything (including any virus) that may harm our, or any third party, equipment, or software.
4. Not connect the Device or Services to any equipment or network that is not supplied and/or approved for use by Spark. You also agree that you will not attempt to tamper or interfere with, or change the configuration of, the Device and Services we provide unless we request that you do so in writing.
5. Not breach anyone else’s intellectual property rights in anything forming part of, or accessed using, the Device and Services.
6. Comply with all laws that may apply to your use of the Device and Services including laws relating to employment and privacy.
7. Without limiting your obligation under the above clause, comply with the Privacy Act. For example, where you hold personal information (e.g. of your employees or customers), ensure that they are aware of what information you will be collecting, how you will be using it and who you will be sharing it with.

9.5. If we reasonably consider that you are in breach of clauses 9.4(f) or (g) above, we may immediately terminate or suspend the Services (or any part thereof).

10. Fair Use Policy 

10.1. The Fair Use Policy is referenced against average customer profiles and estimated customer use of these services. If your use materially exceeds estimated use patterns over any month, then your use will be deemed excessive and/ or unreasonable. If you breach this policy Spark may inform you and Spark reserves its right to terminate this agreement at any time without notice if this occurs.
 

11. Privacy 

11.1. As a result of using the Service, we may collect personal information about individuals (e.g. information collected from your use of Devices, or information about employees who use the Platform). We will hold all personal information in accordance with Spark’s Privacy Policy.

11.2. In particular, we may:

1. Use that information on an aggregated basis for statistical and market research purposes and to improve our Service. From time to time we may share such aggregated information publicly to show trends in the use of the IoT Bridge services provided that you or individual people are not identified.
2. Be required to:

• Share information with law enforcement agencies if we reasonably consider that unlawful activity is taking place using our services; or·
• Disclose information for legal or regulatory purposes or to help maintain the law when we are legally compelled to do so.

11.3. We will collect certain personal information as part of the user setup process for this Service. This information is used for user authentication as well as for the delivery of alerts and reports generated by the Service. The personal information collected (which will be inputted by you as part of configuration) includes:

• First name, last name; 
• Email address; and
• Mobile number.