Accessy – General Terms for Service
These General Terms for Service (GTC) and associated appendices apply to Accessy AB’s (Accessy) operated Asset Access Control services and products (Service).
The Service is intended for use by enterprises and organizations (each a Subscriber) that have entered into a Subscription Agreement (defined below) with Accessy for use of the Service. Each Subscriber will appoint a person to be the general or main Administrator of the subscribed Service (Administrator). The Administrator is authorized to publish Assets (as defined below) in the Service.
The App (as defined below) is intended for use by persons using the Service (each a User).
The Administrator may invite User (or approve membership) to access published Assets (Asset Access, as defined below), and to allocate different roles and responsibilities within the scope of the Service.
A User’s Asset Access or utilization of the Service requires the App and a registration for an individual account with Axessions (Account). When the User has registered the Account, Assets published in the Service will be available to the User. Once approved by the Administrator in control of published Assets, the User may use the Service for Asset Access.
By actively agreeing to be bound by the GTC, accessing or in any way using the Service, you or the entity or the company that you represent agrees to be bound by the GTC applicable to the use of the Service.
If you are agreeing to be bound by the GTC on behalf of a company, organization or another legal entity, you are agreeing for that entity and representing to Accessy that you have the authority to bind such entity.
If You have questions or complaints regarding the GTC or about the Service or otherwise, please write to us at email@example.com.
A-beamer – A physical sticker or unit configured by the Service or provided by Accessy, enabling the Subscriber to identify an Asset operation. The A-beamer use Near field communication (NFC) or Bluetooth low energy (BLE) to beam the identity.
Accessy’s Content – Any by Accessy and/or its licensors supplied texts, audio, video, graphics and other information and data available by means of the Service and/or Accessy’s website.
Accessy’s Data – Any data and other materials supplied or made available to Subscriber by Accessy and/or its licensors.
Accessy’s Technology – The Service, Applications, API, SDK and all of Accessy’s and/or its licensors technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) owned by Accessy and/or its licensors, and/or used in providing the Service, Applications, API, SDK, and subsequent updates or upgrades of any of the foregoing.
Account – A specific named Subscriber, which may be an individual or a company.
Additional Features – Additional features or functionality that are available or enabled through the Service.
Affiliate – Any entity controlling or controlled by or under common control with a party where control is ownership of more than 50 % of the equity or voting rights of such entity.
API – Application Programming Interface operated by Accessy (or its licensors) that permits the Subscriber to access certain functionality provided by the Service, including, without limitation, the REST API that enables the interaction with the Service automatically through HTTP requests, and the application development API that enables the integration of the Service with other applications. The API:s for the Service are available for the Subscriber via Subscriber-specific subscribed API-account.
Application or App – A web or other software service or application that controls, utilize or interact with the Service. The App offered and operated by Accessy is available at App Store and Google Play.
Applicable Data protection Law – The following data protection law(s): (a) Where Subscriber is established in an European Economic Area (EEA) member state or where Subscriber or User access the Service from an EEA member state the EU Regulation 2016/679 entitled “On the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR)” and any applicable national laws made under it; and (b) any other applicable country specific laws.
Asset – An object that belongs to the Subscriber and that has been published in the Service by the Subscriber/its Administrators. An Asset has certain asset operations through which Asset Access is controlled.
Asset Access – Access to a Subscriber’s Asset published in the Service, to which a User has been granted access by Subscriber/its Administrators. A User may have one or multiple Asset Accesses and be granted access by one or multiple subscribers/administrators.
Associated Service – Additional subscription (e.g. API-account), licenses, products, service, feature, and functionality (such as A-beamer) designed by Accessy to be used in conjunction with the Service, but not included in the subscribed Service.
Bearer Service – The provision of communication services by designated telecom operator (as amended from time to time), used for the Service and Asset Access and devices.
Data Processing Agreement or DPA – Accessy’s Data processing Agreement, required to be accepted by Subscriber pursuant to Applicable Data protection Law, as further detailed in Section 9.
Device or Devices – The connected unit that interacts with the physical equipment, normally a lock.
Deployed Associated Service – defined under Service below.
Documentation – Any Accessy and/or its licensors supplied specification, Subscriber guide, manual and other documentation that explain the installation (if applicable), use and functions of the Service, including but not limited to related system and service documentation, all comments, procedural language, materials useful for understanding and using the Service.
Effective Date – The date when the Subscriber has completed the required registration process and subscription for use of the Service, actively accepted these GTC, and agreed to be bound by a SA.
Intellectual property rights – Patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
Maintenance Time – The time during which maintenance of the Service occur.
Personal Data – Any information relating to an identified or identifiable natural person (data subject) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.
Service – Accessy’s operated Software-as-a-Service (SaaS) and Cloud based Asset Access Control services and products via hosted online web services, ordered and subscribed by the Subscriber as specified in SA, and any subsequent updates, upgrades, bug fixes, work around, and other services and/or products delivered or made accessible to the Subscriber by or on behalf of Accessy to the Subscriber in connection with the Service. The Service provided by Accessy is made available online via the applicable Subscriber login link and other web pages designated by Accessy, including, individually and collectively, the applicable software, updates, A-beamer, Applications (App), API, SDK, Documentation, and all applicable Associated Service that Subscriber has subscribed, purchased or deployed (Deployed Associated Service) that are provided by Accessy subject to the SA and supplemental license terms and conditions (i.e. for Apps, API and SDK). The Service does not include Third-Party Services and Third-Party Materials, and any Additional Features or Associated Service that are not included in the SA.
Service Activation Date – The date when subscription of the Service commences, as stated in SF.
Service Data – Any electronic data, text, messages, communications, or other materials submitted to and stored within the Service by Subscriber in connection with use of the Service, which may include Personal Data.
Service Credits – Credits offered to Subscriber for time during which the Service is not available as further specified in the applicable SF.
Service Time – The time during which the Service is available as further specified in the applicable SF.
Subscriber – Each person or company completing the required registration process for use of the Service, for Asset Access under a SA, and actively agreeing to be bound by the GTC.
Subscriber and External Interruption – Unforeseen failure in provision and connections to the Internet or other relevant public electronic network, Third-Party Services and Third-Party Materials, and any unavailability that is caused by the negligence, error, act or omission of the Subscriber, Administrators or Users or anyone else for whom Subscriber is responsible.
Subscriber Data – All data owned and, as applicable, submitted and stored on in the Service by the Subscriber and/or its Administrators and Users using the Service.
Subscription Agreement or SA – The agreement created between Accessy and the Subscriber for use of the Service, support and Associated Services, and the Subscriber actively agreeing to be bound by the GTC and applicable SF, and any exhibits, amendments and supplements thereto, that sets forth the terms and conditions for subscription/use, price and payment terms and other terms, conditions and documents.
Subscription Form or SF – A form completed by the Subscriber and accepted by Accessy, which form shall include all relevant Subscriber information relating to the Subscriber’s subscription to the Service and Support and Associated Services, including without limitation the Subscriber’s business name, business address, telephone numbers, relevant email addresses, billing information and any other information requested by Accessy in its reasonable discretion.
Subscription Period – The length of each subscription of Service and Support and Associated Services, as set forth in applicable SF.
Support – Standard offsite support service(-s) to be provided by Accessy in accordance with the Support Terms (STC).
Third-Party Materials – Any third-party content and materials.
Third-Party Services – Any services, products, gateways, links or other functionality that may be included in or linked to the Service and that allows the Subscriber, Administrator and Users to access third party services, for example connectivity- and mobile network services.
- Scope of Service & Subscription Agreement
The GTC apply between Accessy and each Subscriber regarding the provision and use of the Service, Support and Associated Services.
Each Subscriber may use the Service on a SaaS basis and under the GTC and other attached exhibits.
The Subscriber may subscribe for Service, by the Subscriber completing the required registration process for use of the Service and actively agreeing to be bound by the SA (GTC and attached exhibits, and applicable SF, and any amendments and supplements thereto). The SA shall become effective upon Accessy’s acceptance (Effective Date). In consideration for fees and compensation payable by the Subscriber for the subscription, Accessy shall provide the Service, Support and Associated Services set forth in applicable SF.
Unless agreed otherwise between the parties, any conflict between a SA and the GTC, the content of the SF shall prevail.
Accessy reserves the right to at any time and at its sole discretion change these GTC, however for concluded SA the GTC as in effect at the time when the SA was concluded shall apply.
Subject to the Subscriber’s payment of applicable fees and in addition to any rights granted by Accessy under a SA, Accessy grants to the Subscriber a non-exclusive, non-transferable, non-sub-licensable, license to access, display and use the Service for the Subscriber’s internal use in accordance with the applicable SA.
Accessy and its licensors reserves all rights to the Service, Support and Associated Services not expressly granted herein.
The Subscriber acknowledges and agrees that the Service, and Associated Services, are licensed and subscribed on a Software-as-a-service and/or cloud basis, and in no way sold or transferred.
Unless explicitly permitted herein or by Accessy’s written approval, the Subscriber may not sell, resell, rent, assign, share, outsource, included in network, or in SaaS-services or in external cloud computing environments or lend the Service, Support and Associated Services.
Without granting any additional licenses hereunder, the Subscriber may authorize its contractors and outsourcers to use or operate the Service and API/SDK under each SA solely on the Subscriber behalf and provided;
(a) that the Subscriber obtains such third parties’ binding consent in advance to abide by the terms of the GTC and the applicable SA,
(b) that the Subscriber only use third party for App development who have entered into relevant API-license agreement with Accessy, and
(b) that the Subscriber is responsible for such parties’ use and compliance. Such parties are not, and shall not be deemed to be, third party beneficiaries hereunder or for any other reason.
Unless explicitly approved by Accessy in relevant SA, the Subscriber is only permitted to use the Service, Support and Associated Services unchanged ‘as supplied by Accessy’s and may not modify, decompile, reverse engineer, disassemble or otherwise attempt to derive and/or gain access to source code from any software made available as part of the Service (except where the foregoing is expressly prohibited by law, and then only to the extent so prohibited).
Unless explicitly approved by Accessy in relevant SA, a Subscriber and its Administrators shall neither use nor permit others to use or access the Service and Associated Services to,
(a) build a competitive product or service,
(b) make or have made a product using similar ideas, features, functions, or graphics of the Service,
(c) make derivative works based upon the Service or the Documentation, or
(d) copy any features, functions or graphics of the Service or the Documentation.
Accessy reserves the right to make changes and updates to the functionality of the Service, Support and Associated Services, provided that such changes do not have a material adverse effect on the functionality of the Service and/or Associated Services.
Access to and use of the Service and Associated Services requires appropriate connections to the Internet and mobile devices. The Subscriber are solely responsible for acquiring, installing, maintaining, and updating all hardware, mobile devices, computer software, and communications capability necessary for the use of the Service and Associated Services.
The Subscriber shall neither use nor permit others to use the Service and Associated Services for any unlawful, invasive, infringing, defamatory, fraudulent, or obscene purpose, or to alter, steal, corrupt, disable, destroy, trespass, or violate any security or encryption of any computer file, database, website, or network. Accounts registered by ‘bots’ or other automated methods are prohibited.
Accessy is not responsible for the Subscriber’s and its Administrators use of the Service or any other person acting on behalf of the Subscriber. The Subscriber is responsible for all activities that occur during use of the Service. The Subscriber agrees to immediately notify Accessy of any unauthorized use of any Service or any other known or suspected breach of security.
If the Subscriber, its Administrators or any other person acting on behalf of the Subscriber use or access any of Accessy’s API and/or SDK for the purpose of developing, implementing and publishing Applications, such use shall be governed by Accessy’s Application Developer and API License Agreement (ADA).
- Fees, Payment Terms & Taxes
The Subscriber shall pay fees for the Service, Support and Associated Services as specified in the SA.
All fees are exclusive VAT and payable in the currency set forth in the SA.
Unless stated otherwise in the SA, fee for Service will be invoiced in advance, and payment terms will be net 15 days from date of invoice.
The Subscriber agrees that the billing and contact information provided by the Administrator and as set forth in the SA is complete and accurate, and Accessy shall have no responsibility for any invoices that are not received due to inaccurate or missing information provided by the Subscriber.
The Subscriber shall pay interest on all payments not received by due date at the maximum interest allowed by applicable law, and Accessy will also have the right to charge administrative fee for each reminder.
The Subscriber is responsible for all taxes arising out of the use and subscription and use of and all deliverables under the Service and Associated Services, including sales, use, business and occupation, gross receipts, and personal property taxes, but excluding taxes based on Accessy’s income. If Accessy is required to pay any taxes allocated to the Subscriber or related penalties or interest, the Subscriber shall promptly pay to Accessy the amount paid or required to be collected or paid by Accessy. The Subscriber shall provide Accessy, upon request, with a copy of such tax exemption certificate or other evidence satisfactory to Accessy demonstrating that the Subscriber is exempt from state, county, city, or other local sales or use taxes.
If it is revealed that the Subscriber has used any of the Service and/or Associated Services beyond the scope of the SA, or has failed to pay any associated fee or compensation, the Subscriber shall remedy such breach within 30 days of written notice from Accessy by paying all applicable fees in accordance with Accessy’s then current price lists. Accessy’s acceptance of any payment shall be without prejudice to any other rights or remedies it may have under applicable SA and the GTC or applicable law.
Accessy and its licensors, retain all rights, title and interest in and to the Service, Accessy’s Technology and Documentation (including but not limited to any images, photographs, animations, video, audio, music, text, applets incorporated into the Service, ‘apps’ API:s and any copies of the Service, Accessy’s Technology and Documentation that the Subscriber is explicitly permitted to make). The Service, Accessy’s Technology and Documentation are protected by the copyright laws and international copyright treaties.
Excluding Accessy’s Confidential Information, the Subscriber shall own and shall continue to own all right, title and interest in and to any designs, drawings, data, notes, reports, documentation, hardware, software, materials, ideas, products or any other tangible or intangible item created by the Subscriber in connection with the use of the Service.
Accessy retains all right, title and interest, including without limitation all intellectual property rights to the Service, Associated Services, App, API, SDK, trademarks, Accessy Technology, Documentation, Accessy’s Content and all modifications, enhancements, Accessy’s Confidential Information and other works deriving from the foregoing. No right, title or interest is granted, express or implied, to Subscriber hereunder to any of the foregoing. Subscriber agrees not, at any time, contest or aid others in contesting or doing anything which impairs the rights, title or interest in or validity of any of Accessy’s proprietary or intellectual property rights to the Service, APP, API, SDK, trademarks, Accessy Technology, Documentation, Accessy’s Confidential Information Accessy’s Content and all modifications, enhancements, and other works deriving from the foregoing.
Nothing herein grants any ownership rights in Service, Associated Services, Accessy’s Technology and Documentation and Accessy’s Content.
The Service and Associated Services are provided by Accessy’s, via Accessy’s and its licensor’s operated system.
The Subscriber and its Administrators shall access the Service and Associated Services via Accessy’s designated platform and/or instructions. Access to and use of the Service and Associated Services requires appropriate connections to the Internet or other relevant public electronic network.
To be able to use the Service and Associated Services each of the Subscriber and its Administrators need an individual account, created during registration for use of the Service, with Subscriber rights and authorizations based on individual licensing rights.
The use/subscription term commences on the Service Activation Date. The Subscriber is solely responsible for acquiring, installing, maintaining, and updating all hardware, mobile devices, computer software, and communications capability necessary for connecting to the Internet and for the use of the Service and Associated Services.
The Subscriber’s and its Administrators’ designated login username(-s), password(-s) and codes are strictly confidential and may only to be used by the registered Subscriber and Administrators. The Subscriber and its Administrators are responsible for all activities that occur during the use of the Service and Associated Services. The Subscriber agrees to immediately notify Accessy of any unauthorized use of any Service, usernames or passwords or account or any other known or suspected breach of security.
Accessy and its Affiliates is not liable to Subscriber and its Administrators or to anyone else acting on behalf of the Subscriber for failure to maintain the confidentiality of their password for the Service and Associated Services, and Subscriber agrees to indemnify and hold Accessy and its Affiliates harmless for any claims arising from loss of passwords.
Nether the Subscriber nor its Administrators or anyone else acting on behalf of the Subscriber is prohibited to use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Service and Associated Services in violation of any Laws or the SA, and anti-corruption statutes in all jurisdictions.
Without limiting the foregoing, Subscriber and its Administrators or anyone else acting on behalf of the Subscriber is prohibited to knowingly directly or indirectly export, re-export, transfer, make available or release (together “Export”) the Service and/or Associated Services to any destination, person, entity or other Subscriber prohibited or restricted under trade laws of related countries pertaining to the Export, import, use, or distribution of the Service and Associated Services.
- Data Privacy and Subscriber Data
To the extent Service Data constitutes Personal Data, Accessy shall treat such Personal Data in accordance with the terms and conditions set forth in Data Processing Agreement (DPA) and Data Security Standards (DSS).
Third-party sites are not under the control of Accessy, and Accessy is not responsible for the contents of any third-party sites, any links contained in third party sites, or any changes or updates to third-party sites.
Accessy warrants that;
(a) the Service and Associated Services provided are and will be completed in a professional, workmanlike manner, with the degree of skill and care that is required by good, and sound professional procedures, and shall be completed in accordance with applicable SA and the GTC;
(b) the Service and Associated Services do not, to the best of Accessy’s knowledge, misappropriate, violate or infringe any copyright, trademark, mask work, trade secret, patent or other intellectual property or proprietary right of others; and
(c) Accessy has full power to grant the rights granted under the GTC and under applicable SA.
For any defective or non-conforming portion of the Service or Associated Services covered by the foregoing warranty, Accessy shall promptly upon notice of any non-conformity, at Accessy’s option perform one of the following measures (provided that (a) and (b) shall only be performed by Accessy to the extent they are commercially practicable);
(a) re-perform the Service or Associated Services,
(b) correct or replace the non-conforming portion,
(c) pay the applicable Service Credits,
(d) refund any amounts paid by the Subscriber for the defective/nonconforming portion of the Service or Associated Services by way of reducing the same amount from future payments, or
(e) in the event of Subscriber’s early termination of the SA by means of repayment of fee.
Any refund hereunder will as a maximum and in the aggregate be the amounts paid for the non-conforming Service or Associated Services.
Any notice of any nonconformity to Accessy must be in writing and within 30 days after the first encounter any such non-conformity.
The warranties stated herein are the sole and exclusive warranties offered by Accessy. There are no other warranties of any kind, express or implied, Accessy expressly disclaims all warranties of title, merchantability, fitness for a particular purpose, accuracy or quit enjoyment.
Except as stated herein, the Service, Associated Services and any Documentation are provided to the Subscriber on an “as is” and “as available” basis.
Accessy does not warrant that use of the Service and Associated Services will be error-free or uninterrupted. Accessy is not responsible for any hardware, mobile device, or software installed or used by Subscriber or its Administrators (or others permitted user’s) or for the operation or performance of the Internet.
Accessy will, at its expense and at request, defend, indemnify and hold harmless the Subscriber from and against any and all claims, actions, demands, liabilities, settlements, costs, damages and fees arising, in whole or in part, in connection with;
(a) any allegation that any portion of the Service, Associated Services or Documentation misappropriates, violates, or infringes any third party’s patent, copyright, trademark, trade secret, or other intellectual property or proprietary right,
(b) any bodily injury, personal injury, death, or property damage caused by Accessy or Accessy’s employees,
(c) any gross negligence and wilful misconduct of Accessy or Accessy’s employees, or
(d) Accessy’s breach of the warranties set forth in Section 11.
The Subscriber will, at its expense and at Accessy’s request, defend, indemnify and hold harmless Accessy from and against any and all claims, actions, demands, liabilities, settlements, costs, damages and fees (including attorneys’ and other professionals’ fees and costs) arising, in whole or in part, in connection with a claim, suit, action, or proceeding by a third party;
(a) alleging that the Subscriber Data or information supplied by the Subscriber or its Administrators or anyone else acting on behalf of the Subscriber infringes the intellectual property rights or other rights of a third party or has caused harm to a third party,
(b) arising from any third party subpoena or compulsory legal order or process that seeks the Subscriber Data and/or other the Subscriber-related information or data, including, without limitation, prompt payment to Accessy of all costs (including attorneys’ fees) incurred by Accessy as a result, or
(c) arising out of breach of contract, and in case of a subpoena or compulsory legal order or process, the Subscriber also agrees to pay Accessy for its staff time in responding to such third-party subpoena or compulsory legal order or process at Accessy’s then applicable hourly rates (for professional services).
In case of any claim that is subject to indemnification as set forth herein, the party that is indemnified (Indemnitee) will provide the indemnifying party (Indemnitor) reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification as set forth herein. Each party will cooperate in good faith with the other to facilitate the defence of any such claim and will tender the defence and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault, or liability.
Each party shall, in order not to lose its right to claim damages, put forward such claim no later than 30 days from the time when the party noticed or should have noticed the ground for the claim.
- Limitation of Liability
Except the Subscriber’s payment obligations for subscription of the Service and Associated Services, neither party shall be liable for any loss of profit, loss of use, loss of production, lost revenues, lost business or for any financial or economic loss or for any indirect or consequential damages whatsoever, even if such party has been advised of the possibility of such damages. The foregoing limitation of liability shall remain in full force and effect regardless of whether either party’s remedies hereunder are determined to have failed of their essential purpose.
Accessy’s exclusive and maximum liability for the Service shall on the aggregate be limited to 500,000 Swedish Kronor (SEK).
Nothing herein shall limit or exclude either party’s liability for:
(a) Death or personal injury cause by its negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot be excluded by law.
Accessy does not accept liability for Third-Party Service and Third-Party Material Including acts and omissions).
Accessy does not accept liability for any effects upon mobile devises, hardware, equipment, software and computer programmes, or upon any electronic or radio systems in equipment, vehicles or aircraft in the vicinity of the Subscriber and its Administrators and other persons using acting on behalf of the Subscriber, of any emissions or transmissions to, from, by or through the network and/or mobile devises and equipment.
Accessy, in its sole discretion, may suspend the Subscriber’s and/or its Administrators’ Accounts and/or API-account, or use of the Service and Associated Services if the Subscriber or any of its Administrators violates/breaches any right and/or obligation under applicable SA or the GTC, and such violation/breach has not been cured promptly within 15 days of notice of such breach.
For the Subscriber’s late payment, the first payment reminder shall constitute a notice of breach.
In the event the Subscriber or any of its Administrators or anyone else acting on behalf of the Subscriber violates/breaches any of its duties and obligations in Section 3, and such violation/breach has not been cured promptly within 15 days of notice of such breach, Accessy may suspend the Service and Associated Services immediately without notification.
- Term & Termination
Accessy’s obligation to provide the Service and Associated Services and the Subscriber’s and Administrator’s obligation to abide to the GTC, and applicable SA, shall take effect and commence on the Effective Date. The Subscription Period shall, unless agreed otherwise in applicable SA, continue to apply with a mutual notice period of 90 days.
Termination of the Service and/or Associated Services by the Subscriber shall be made in writing to Accessy, and termination by Accessy shall be by way of applicable notice procedures in the Service to Accessy’s last known email-address to the Subscriber.
Termination of the Service for a Subscriber will not only terminate access to the Service and Associated Services, it will also terminate Administrator authorizations and User’s access to such Subscriber’s Assets.
Accessy may terminate the Service immediately upon notice;
(a) there is a material breach of obligations under and pursuant to these GTC and applicable SA and such violation/breach has not been cured promptly within 15 days of notice of such breach,
(b) the Service is used in violation with the GTC or applicable SA, or otherwise infringes any of Accessy’s intellectual property rights, or challenges Accessy’s ownership to or the validity of any intellectual property rights relating to the Service and/or Associated Services, or
(c) in the event the Subscriber enters into liquidation either voluntary or compulsory or become insolvent or enter into composition or corporate reorganization proceedings or the similar.
- Force Majeure
Neither party will be deemed in default, to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any event beyond the reasonable control of such party, including without limitation, any act of God, fire, earthquake, natural disaster, accident or act of government (in any case to the extent that such event is not due to, nor arises out of, the negligence of the party whose performance is delayed), and provided that the party seeking to be excused gives the other party written notice thereof promptly and, in any event, within 15 days of discovery thereof and uses its reasonable efforts to continue to so perform or cure.
In the event of a force majeure event, the time for performance or cure will be extended for a period equal to the duration of the force majeure event. If the period of delay or non-performance continues for more than 30 days, the party not affected may terminate the SA by giving written notice to the affected party.
- Additional Remedies & Equitable Relief
Any remedies at law or equity not specifically excluded by the parties remain available to both parties. The parties expressly acknowledge and agree that a breach may result in irreparable harm to the non-breaching party, and in such case, the non-breaching party shall have the right to seek to enforce any of its provisions by injunction, specific performance or other equitable relief, in any event without prejudice to any other rights and remedies that such party may have.
Any notice required or permitted hereunder shall be in writing and shall be given to the appropriate registered address or at such other address as the party may hereafter specify in writing.
Such notice shall be deemed given;
(a) if sent by email with delivery receipt the same day,
(b) upon personal delivery to the appropriate postal address,
(c) 3 business days after the date of mailing if sent by certified or registered mail, or
(d) 1 business day after the date of deposit with a commercial courier service offering next business day service with confirmation of delivery.
All terms and provisions of these GTC, including all appendices, exhibits, addenda and amendments hereto, which by their nature are intended to survive any termination or expiration, shall so survive.
If any provision of the GTC shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the GTC which shall remain in full force and effect.
- Governing Law & Dispute
These GTC and any applicable SA, and the rights and obligations of the parties pursuant thereto will be governed by the laws of Sweden, without regard to conflicts of law principles. The parties irrevocably agree that, subject as provided below, the courts of Sweden shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the SA and the GTC (including the right to possible appeal), and any matter arising therefrom and irrevocably waive any right that they may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction.
Nothing in this section shall limit the right of either party, at any time to seek injunctive relief in the courts of any appropriate jurisdiction in the case of any breach or threatened breach or infringement of intellectual property rights.