1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms and expressions shall apply to the ADE Service.

1.2 In this Agreement, in addition to those terms defined in the General Conditions, the Mobile Terms and the Mobile Equipment Terms, the following terms and expressions apply:

1.3 The headings in this Agreement are for ease of reference only and shall not affect its construction.

2 MOBILE SERVICE

2.1 The Automated Device Enrolment Service for Apple Devices involves the enrolment of compatible Apple Devices by O2, making the Devices available for subsequent deployment and management via the Customer’s ABM or ASM portals.

2.2 The ADE Service assists the Customer in automating, configuring, deploying and managing their Apple Devices via EMM/MDM and Apple Supervision on compatible Devices.

2.3 O2 reserves the right to set and restrict the availability of the ADE Service to specific O2 Business Sales channels or Customer groups.

2.4 The ADE Service is not available across any O2 consumer Sales Channels or O2 consumer purchased devices.

2.5 In accordance with O2’s General Conditions for Business Customers, the Customer acknowledges and agrees that Apple and/or O2, may change, modify or discontinue the ADE Service or any part thereof at any time, without notice.

2.6 In accordance with O2’s General Conditions for Business Customers, these ADE Service terms are subject to change, without notice. The current live published terms of service are applicable at the point of on-boarding for the ADE Service and/or at the point of utilising the ADE Service. By virtue of on-boarding or utilising the Service, the customer accepts the current terms as valid and applicable, superseding any previous iterations.

2.7 The Customer authorises O2 to share the following information with Apple, for the purpose of providing the ADE Service

a) O2 order or ADE Service transaction number

b) Order or ADE Service transaction date/time stamp

c) Order or ADE Service transaction type

d) Customer’s Apple organisation-ID

e) Device International Mobile Equipment Identity (IMEI), serial number, and/or any other information as may be required by Apple to allow O2 to facilitate the ADE Service.

3 PRODUCT AND SUPPORT

3.1 O2 shall enrol or de-enrol eligible Apple Devices via the ADE Service, however, O2 does not have access to and cannot manage or support any Customer ABM/ASM portal set-up, in-life operation or management, especially in relation to MDM server addition or Device assignments. These are the sole responsibility of the Customer.

3.2 For queries relating to the successful application of the ADE Service to an eligible Apple Device, customer support will be provided by O2 within the business hours of 8am-6pm Monday to Friday excluding Bank Holidays (England).

3.3 Any queries or faults relating to ABM or ASM account sign up and in life use regarding the ADE Service (outside of 3.2) will be dealt with between the Customer and Apple. For ABM or ASM set-up support, contact Apple on 08009127302 or for in-life contact Apple on 08001076285 or via email dep_emeia_support@group.apple.com. The Customer hereby agrees that O2 shall not be liable in respect of any matters arising out of or in respect of the service provided by Apple.

4 NO LIABILITY FOR SERVICES PROVIDEED BY THE EMM/MDM PROVIDER

4.1 Additional queries or faults relating to Device EMM/MDM assignment or management will be dealt with directly between the EMM/MDM supplier and the Customer. The Customer hereby agrees that O2 shall not be liable in respect of any matters arising out of or in respect of the service provided by the EMM/MDM provider.

5 5 CUSTOMER OBLIGATIONS

5.1 The Customer shall ensure that they have enrolled for ABM or ASM, directly with Apple via https://business.apple.com/#enrolment for ABM or via https://school.apple.com/#enrolment for ASM, with supporting resources available at https://www.apple.com/business/docs/site/Apple_Business_Manager_Getting_Started_Guide.pdf

The Customer shall:

a) be responsible for ensuring it meets all Apple ABM or ASM registration and provision of service requirements as set out at 5.1 above;

b) add the O2 Reseller ID ‘1C99B860’ into their ABM or ASM portal as an approved Apple Authorised Reseller for provision of the ADE Service for compatible Devices purchased from O2.

c) at the point of on-boarding for the ADE Service, provide O2, in conjunction with their first ADE Service Devices order, with screenshots of the ABM or ASM portal showing both the Apple Organization ID and the addition of O2 as an approved Apple Authorised Reseller for provision of

the ADE Service. By providing the Apple Organization ID, the Customer authorises O2 to store and use the ID, in addition to sharing with Apple, for the purpose of providing the ADE Service; and

d) place a first Device(s) Service Onboarding order with O2 for 1 to 100 Devices to enable all O2 systems to be updated, to bring the Customer to an in-life status for the ADE Service, and to validate the full end to end order, shipment, enrolment and delivery cycle across both parties.

5.2 Unless the Customer complies with the obligations stated in Clause 5.1, the Customer is not eligible for the ADE Service and O2 shall not be obliged to provide the ADE Service.

5.3 The Customer shall notify O2 if it requires the Apple Devices to be enrolled via the ADE Service with each individual new Device or replacement Device order request. If the Customer does not specifically notify O2 within an order request, the order will still be fulfilled, but the delivered Device(s) will not be enrolled via the ADE Service. An individual Apple Device(s) order can only contain all Devices being ordered with, or without, the Service.

5.4 Devices ordered with the ADE Service should not be turned on until the Customer is in receipt of the corresponding ‘Devices Available’ entitled email from Apple and, the Customer has set-up and assigned EMM/MDM to the Devices. If the Apple Device has been turned on prior to completion of the above, then following completion, the Customer shall manually complete a reset “erase all contents and settings” on such Apple Device in order to finalise the assignment of EMM/MDM via the ADE Service. Where the above is not followed by the Customer, O2 shall not be liable for any associated Device or operational impact.

5.5 The Customer shall ensure compliance with the iOS Software Licence Agreement, as set out at https://www.apple.com/uk/legal/sla/, and as may be amended from time to time.

5.6 The Customer shall disable/remove the Find my IPhone feature or any other Device activation locks on any Enrolled Devices returned to O2 in order for O2/Apple to accept the returned Device, to facilitate repair or replacement.

5.7 When returning a Service Enrolled Device as part of a repair/replacement transaction the Customer should un-assign the Device from the EMM/MDM server via ABM or ASM, prior to returning.

6 CHARGES AND TERMS

6.1 The Service is provided free of charge to the Customer and does not form part of any other Agreement in place between O2 and the Customer.

7 SERVICE AND TIMINGS

7.1 New or replacement Devices ordered with the ADE Service are usually enrolled via the Service within 12 hours, from the point the individual order enrolment transaction request reaches Apple systems from O2 systems, with the O2 Service transaction commencing at the point of Device(s) shipment. However the ADE Service cycle can be longer, as O2 relies on it's own and Apple’s processing systems. The Customer therefore acknowledges and agrees that O2 does not guarantee, represent and/or warrant any timescales for enrolment and/or resolution of any ADE Service issues.

7.2 O2 does not enable or assign any EMM/MDM servers or profiles to any Enrolled Device. It is the Customer’s responsibility to enable or assign, deploy and in-life manage Devices under the ADE Service.

7.3 O2 has no control over the associated activity or timing relating to ABM/ASM to EMM/MDM Device sync operations, therefore the Customer acknowledges and agrees that O2 does not guarantee, represent and/or warrant any timescales for these activities.

7.4 O2 has no access, visibility, control or management to or within the Customer’s ABM or ASM portals, this is a Customer owned portal, as made available to the Customer by Apple.

8 DEVICE ELIGIBILITY

8.1 Only Apple Devices purchased after 1 March 2011 and running iOS7 (or later) or iPadOS 13.1 (or later), as sold by/provided by O2 to the Customer in conjunction with or following completion of the O2 ADE Service Onboarding Process are eligible for the ADE Service.

8.2 Devices that are not eligible for the Service include, but are not limited to:

a) Devices not purchased by the Customer directly from O2 portfolio device sales, via a supported O2 business channel sale;

b) non Apple Devices;

c) non mobile smartphone or tablet Devices;

d) suspended/blocked Devices;

e) O2 test/loan Devices (unless pre-arranged and authorised);

f) existing in-life Devices not owned by the requesting Customer at the point of Service request; and

g) Devices not ‘controlled’ by the requesting Customer – i.e. existing Devices must be within the physical possession and management of the Customer at the point of the Service request.

8.3 O2 cannot provide the Service to any Apple Devices ordered from O2 prior to the completion of the O2 Service Onboarding Process.

9 REPLACEMENT DEVICES

9.1 O2 will provide a replacement Device in conjunction with the ADE Service when a previous Device provided by O2 under the ADE Service requires replacement during the warranty period, due to such Device being faulty under a valid warranty issue and claim. This is also extended to non-warranty replacement devices provided via the O2 Managed Logistics in-life Service, provided such Devices meet the eligibility requirements set out in clause 8.

9.2 In order for O2 to be able to accept return of an ADE Service Device for replacement under warranty, the Customer must provide a detailed and accurate description of the fault, damage and probable reason. Device replacement is subject to Device warranty status and validity of claim

9.3 If the Customer does not meet its obligations set out in clause 5 of this Service Schedule, O2 will have no responsibility for providing the Service to the replacement Device.

9.4 The Customer shall use O2 standard customer service to return a Service Device and no other means (including O2 Retail) should be used.

10 LOST OR STOLEN DEVICE

10.1 The Customer acknowledges and agrees that when an ADE Service Device is reported as lost or stolen, O2 shall bar the Device from the O2 Network.

10.2 In the event that an ADE Service Device is lost or stolen, it is solely the Customer's responsibility to carry out any remote wipe operations and/or release the Device from ABM/ASM, as required under the associated Customer/Apple Business Manager Agreement.

11 SERVICE CONSIDERATIONS

11.1 The Customer’s Apple Organisation ID, via on-boarding for the ADE Service with O2 is embedded within the Customer’s O2 account structure, only one customer Apple Organisation ID is facilitated per Customer account structure.

11.2 The Customer’s Apple Organisation ID cannot be amended on an order by order basis and is not required to be shared at the point of each order request (as it is embedded within the O2 account structure for permanent in-life use)

11.3 O2 cannot advise or agree the exact timing for visibility and availability of the Devices within the Customer’s ABM or ASM portals, however Apple provides a timely email to the Customer’s ABM or ASM administrator, advising completion of the ADE Service and availability of Devices.

11.4 The Customer, under the terms and conditions of their Apple Business Manager Agreement with Apple, must release any Devices that they, the Customer, has sold or lost, or damaged beyond repair, or no longer own or control.

11.5 The ADE Service does not provide a migration pathway to move enrolled Devices under one Apple Organisation ID to an alternative Apple Organisation ID.

11.6 The ADE Service is carried out by using the International Mobile Equipment Identity (IMEI) for cellular Devices and the Device Serial Number for all non-cellular (wi-fi only) Devices, however Devices can only be located or managed via Device Serial Number (not IMEI) within the ABM or ASM portals.

11.7 ABM/ABS uses a server token to allow an EMM/MDM server to securely connect and communicate; obtaining, deploying and ensuring that the server token is valid (not expired) is the sole responsibility of the Customer.

11.8 The ADE Service does not include an associated EMM/MDM solution to realise the capabilities and benefits of the ADE Service. Sourcing and purchase of an associated EMM/MDM is the sole responsibility of the Customer.

11.9 The Content purchase/Volume Purchase Programme (VPP) elements and capabilities within the ABM/ASM portals are out of scope within the Service, however can be self-served by the Customer directly within their associated portal.

11.10 ABM and/or ASM terms and conditions of Service, as issued by Apple, are updated on an ad-hoc basis. An administrator must sign into the ABM or ASM portal and accept the updated terms and conditions. If the administrator does not accept the updated terms and conditions, the Customer will be unable to access the portal to manage the Devices until such time as the terms and conditions have been accepted. Most of the functionality in ABM and/or ASM portals is blocked until the updated terms and conditions are accepted, which may impact the ADE Service, Device visibility and deployment as expected.

11.11 The ADE Service is offered and can be utilised in conjunction with the O2 Managed Logistics Service ‘MLS’, however it is only compatible with the following on-device staging/set-up processes: Device iOS software updates, physical SIM insertion, eSIM QR code or manual provisioning and Device charging.

11.12 The ADE Service is ‘upon request and acceptance by O2’ available for a Customer’s existing in-life Devices purchased from O2 prior to completion of on-boarding for the Service (as a single, one-off bulk exercise). Provision of the ADE Service for existing in-life Devices is subject to the terms of this service schedule.