These terms and conditions govern your access to and use of the Wandera Services. In addition, please read Wandera’s Service Description & End User Agreement for information about our services, and our Privacy Policy for our policies and procedures regarding the collection, use and disclosure of information we receive from users. Such documents, available at www.wandera.com, form part of our Agreement with you.

  1. Orders, pricing, invoicing and payment

    1. You shall, upon and subject to credit approval by Wandera, purchase the Services by issuing a purchase order specifying the relevant number of users and contract duration (“Purchase Order”).  Each Purchase Order must be signed, if requested by Wandera, or (in the case of electronic transmission) sent, by an authorized representative, indicating the specific Service, quantity, price, total purchase price, bill-to address, tax exempt certifications, if applicable, contract reference if any, and any other special instructions.  The terms of this Agreement shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by you to Wandera, and any such additional or conflicting terms are deemed rejected by Wandera.
    2. The price for the Services shall be (i) as specified in Wandera’s then-current price list for the applicable country, or (ii) as specified in a written price quotation submitted by Wandera.
    3. Payment terms shall be net 30 days from the date of invoice.  Any sum not paid by you when due shall bear interest from the due date until paid at a rate of (a) 10 per cent per annum, or (b) the maximum rate permitted by law, whichever is less.
    4. Fees shall be invoiced annually in advance unless otherwise approved by Wandera and specified on the Order Form.  Fees for the Service shall be payable from the date on which Wandera notifies you that the Service is available for use (“Provisioning Date”).
    5. All stated prices are exclusive of any taxes, fees and duties or other similar amounts.  You shall pay any taxes relating to the Services you purchase, or present an exemption certificate acceptable to the taxing authorities.  Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.  Wandera reserves the right to gross up any Service fee if a withholding prevents Wandera from receiving the amount specified in the Purchase Order.
    6. You agree to provide an Order Form to purchase additional licenses if the number of actual distinct licenses enrolled exceeds the number of licensed devices from time to time.
    7. The Services term shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, Services will automatically renew for additional periods equal to the expiring Service term or one year (whichever is longer), unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant Service term. The per- unit pricing during any renewal term will increase by up to 7.5% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced Services will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s pricing.

  2. Wandera responsibilities

    1. Subject to your compliance with this Agreement and your end users’ compliance with the End User Agreement, Wandera grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the executable form of the Wandera software (the ‘Software’) and to make the Software available to your end users.
    2. As long as you have paid all applicable fees, Wandera will continue to:
      1. a. provide the Services as ordered by you;
      2. b. provide all updates commercially released by Wandera; and
      3. c. use its reasonable commercial endeavors to resolve technical problems identified with the Service.  Wandera does not provide technical support for any third-party hardware or software.

  3. Your responsibilities

    1. You recognise that information sent to and from your end users will pass through Wandera’s systems and accordingly you undertake to comply (and ensure that your end users comply) with all relevant legislation applicable to use of the Internet
    2.  Wandera reserves the right, but shall have no obligation, to investigate your use of the Services in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process or governmental request.
    3. You agree to defend, indemnify and hold Wandera, its Affiliates and their respective officers, directors, employees, consultants, and agents harmless from and against any and all claims, liabilities, damages, losses and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right
    4.  It is your responsibility to notify your end users that their mobile traffic may be monitored, and advise them of your acceptable usage policy. You are responsible for obtaining all necessary consents from any end users of the Services.

  4. Maintenance

    1. From time to time, Wandera performs scheduled maintenance to update the servers and software that are used to provide the Services. Wandera will make all reasonable attempts to notify you at least five business days in advance of any planned downtime or scheduled maintenance. Notwithstanding the foregoing, you acknowledge that Wandera may, in certain situations, need to perform emergency maintenance without any advance notice.

  5. Third party content

    1. In using the Services, you may access content, products and services provided by third parties. Wandera does not control these third parties or their links, and Wandera is not responsible for the content, products, materials or practices of any third party. You acknowledge that by using the Services you may be exposed to content that you find offensive, indecent or otherwise objectionable. You agree that Wandera is not responsible or liable for:
      1. a. the availability of such third-party websites or resources;
      2. b. the content, quality, nature, reliability, advertising, products or services on or available from such websites or resources as accessible through use of the Services; or
      3. c. any opinions, advice, offers or other information on or available from such websites or resources
    2.  You should refer to the policies posted by other websites regarding privacy and other topics before you use them. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that Wandera is not responsible or liable for any loss or damage whatsoever which you may incur from dealing with any third party.

  6. Data privacy

    1. We will only process data (whether personal data or otherwise) supplied to us or otherwise obtained by us in connection with this Agreement (the “Contract Data”) to the extent and in such manner as is necessary for the provision of the Services under this Agreement or is required by law or any regulatory body. The parties acknowledge that Wandera will only process such data as a data processor on your behalf.

  7. Warranty

    1. Wandera warrants that the Services, when properly installed and properly used, will substantially conform to the Service Description. This warranty is made solely to the Customer and is not transferable to any end user or other third party. Your sole and exclusive remedy for breach of warranty shall be, at Wandera’s option, prompt correction of any error or nonconformity; or termination of this Agreement and return of the portion of the service fees paid to Wandera by you for such non-conforming Services.
    2.  Wandera shall have no liability for breach of warranty under this Section or otherwise for breach of this Agreement if such breach arises directly or indirectly out of or in connection with: (i) any third party hardware software, services or system(s); (ii) any unauthorized modification or alteration of the Services or related software; (iii) any unauthorized or improper use or operation of the Services.
    3.   Because of the continuous evolution of the sophistication of network threats and infrastructure technologies, Wandera does not make, and it is acknowledged that Wandera cannot make any warranty or representation that any system attack or impacting incident will be detected or prevented.
    4. You acknowledge that the Services are not designed or intended by Wandera for use or resale in, or for incorporation into products or services used in high risk activities. Wandera specifically disclaims any express or implied warranty of any kind with respect to the use of the Services in connection with any high risk activity.

  8. Support Service Levels

    1. Our RADAR portal is designed to provide intuitive device administration, incorporating a self- contained Support Center that is accessible via the Help button. This contains information on frequently-used functionality, troubleshooting and tutorials to get the most from the service. From there tickets can also be raised and tracked with Wandera Support should further assistance be required.
    2. In addition to the Support Center, Email support is available during the office hours of 8am – Midnight (London time). Phone support is available 24×7 for Severity 1 incidents, and customers with more than 250 device licenses are entitled to phone support for all request types during the above office hours. Support services can be geographically restricted on request.
    3. Our global Support teams are ready to assist with service requests, incidents or general queries that may arise during routine operation of the service. Emails are categorised on impact and urgency and our incident and problem management processes are ITIL-aligned to ensure agreed Service Level Targets (SLT) are met.
    Severity Definition Response SLT
    1 Access to the Wandera service is lost for a substantial number of devices. There requests must be logged via phone to ensure a prompt response. 1 Hour
    2 One element of the service is unavailable or degraded but the service as a whole remains operational. 2 Hours
    3 Any Incident that does not fall under the above two categories or a Service Request (administrative task). 12 Hours
    4 A request for information. 24 Hours
    1.  Our Technical Account Managers ensure effective delivery of the Service including providing any purchased Deployment Services. TAMs are also available for professional services on a time and materials basis. Note that TAM response times are subject to local office hours; incidents should be directed to Wandera Support.
    2.  For data privacy reasons, technical support services can only be provided to RADAR administrators. All employees who will contact Support must therefore have been configured as RADAR administrators by the company’s RADAR Super administrator. In addition, for phone support, callers into Service Desk will be required to identify themselves through specifying their pre-set passphrase which is linked to their RADAR administrator login. Passphrases can be set via email to support@wandera.com.
    3. Customers can define geographical support areas by electing one of the following options for resolution of Support requests:
      Global Support – Data can be accessed by Support staff located in either USA or EMEAEMEA-Only Support – Data can be accessed by Support staff located in EMEA only (09:00-18:30 CET, Monday to Friday)
      USA-Only Support – Data can be accessed by Support staff located in the USA only (08:00-16:00 PST, Monday to Friday
      Where either EMEA or USA options are selected, Support staff outside of these areas will be unable to access Customer data, meaning only general support and guidance can be provided. Accordingly, support matters requiring data access will be restricted to the regional support hours of the region selected.

  9. Limitation of liability

    1. All liability of Wandera, its Affiliates and their respective officers, directors, employees, agents and suppliers collectively for claims arising under this Agreement or otherwise howsoever arising shall be limited to the value of the Services under this Agreement during the 12 month period preceding the event or circumstances first giving rise to such liability. This limitation of liability is cumulative and not per incident (i.e. the existence of two or more claims will not enlarge this limit).
    2. In no event shall either party or its Affiliates or their respective officers, directors, employees, agents or suppliers be liable for any special, incidental, indirect or consequential damages, or lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence), or otherwise, even if such party has been informed of the possibility thereof. This subsection shall not apply in relation to damages resulting from your breach of the applicable license provisions.
    3. Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, actions of governmental entities, riots, war, terrorism, fire, epidemics, or delays of common carriers. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party’s performance.

  10. Term and termination

    1. The term for the performance of the Services shall be specified on the Order Form, and the terms and conditions of this Agreement shall survive and apply to the Services until completion. Upon the expiration of the Initial Term, the Service may either be renewed by your submitting a further Purchase Order or will automatically renew for additional periods equal to the expiring Service term or one year (whichever is the longer), unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant Service term.
    2. This Agreement and the Services may be terminated immediately by either party upon written notice:
      1. a) if the other party materially breaches any provision of this Agreement and the breach is not capable of being cured or if the breaching party fails to cure such breach within 30 days after being required to do so by the party not in breach; or
      2. b) if: (i) the other party ceases to carry on business as a going concern; or (ii) the other party becomes or may become the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation; or (iii) a receiver or similar officer is appointed with respect to the whole or a substantial part of the other party’s assets; or (iv) an event similar to any of the foregoing occurs under applicable law with respect to the other party; or
      3. c) if so directed by a court or competent authority.
    3. If any undisputed fee is not paid when due and payment has not been received within 10 days after notice of such past due payment, Wandera may withhold the provision of the Services until all amounts past due are paid in full, and/or terminate immediately this Agreement and the Services.
    4. Upon termination of the Agreement, you shall pay for the Services up to the effective date of termination.
    5. Wandera shall have the right to suspend or terminate the Services, and to take such defensive action as it considers necessary in the event of any attack upon the Services. An attack is a deliberate third party action that significantly affects the Services, e.g. a Distributed Denial of Service (DDoS) attack.

  11. Miscellaneous

    1. If one or more terms of this Agreement becomes or is declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such term shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph is invoked and, as a result, the value of this Agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this Agreement by written notice with immediate effect to the other.
    2. This Agreement may be entered into, extended, renewed or amended by electronic means by accepting terms and conditions on-line and the provisions of any such extension, renewal or amendment shall for all purposes be legally enforceable and binding on the parties as if the Agreement were entered into, extended, renewed or amended in writing and signed by all parties. This Agreement shall be deemed signed and thus the terms hereof agreed to, if you click on the ‘Accept’ button and thereby accept this Agreement. All references to writing in this Agreement shall be deemed to include any on-line acceptance, and all references to signature shall include on-line acceptance. You waive any challenge to the validity or enforceability of this Agreement or any renewals, extensions or amendments to this Agreement or the terms of any of the foregoing on the grounds that the terms of any agreement, renewal, extension or amendment were presented on-line or electronically or acceptance of such agreement renewal, extension or amendment was electronically transmitted or accepted.
    3. These Terms shall be governed by and interpreted in accordance with the laws of the State of California.