Terms and Conditions
Addressya AB corp. reg. no 559123-1815 (“Addressya“) has developed a smart phone application which lets users create their own digital address that they can share with friends, family, companies, organizations or other third parties, as further described in section 2 below (the “Service”).
The following general terms and conditions govern the provision of the Service to companies or organizations (“Customers”) that have signed a subscription agreement with Addressya granting them right to integrate the service for lookup calls to the database (the “Subscription Agreement”). The Subscription Agreement and these terms and conditions, including their appendices, together make up the “Agreement”.
These terms and conditions to some extent also complement the user agreement (“User Agreement”), that our Users (as defined below) must accept before using the Service.
2. Description of the Service
The Service consists of Addressya giving both individuals and companies (“Users”) the opportunity to register and receive a digital address which is complete, precise and easy to use.
Users register to start using the Service by entering telephone number to which a text message is sent to verify the identity of the User.
The User continues registering and is given a digital address based on the GPS coordinates of the User’s smartphone. If there is existing address data available from online map services, the Address can be complemented with such existing data. The User may also add further data to the address by corroborating any existing data, providing more exact descriptions or uploading pictures. The User chooses an easy to remember username and completes the process to be given his/her own personal digital address (the “Address”).
The registration process must be done on an Android smartphone since it requires GPS functionality to retrieve the geo-location of the user. Nonetheless, the telephone number provided for the verification text message can be sent to a feature phone. The Address will however be based on the GPS coordinates of the smartphone on which the registration process is being undertaken.
After the registration process has been completed, the User can choose freely, completely at their own discretion, in the Service to who the Address shall be shared. The Address can be shared with other Users and to Customers. The User can at any time choose to no longer share their Address to any or specific User or Customer.
By using the APIs/plugins in the Service, Customers can easily integrate the Service with its ERP, CRM or logistics system in order to receive the following benefits:
- Better communication around identity and location
- Improved efficiency and decreased costs
- Access to new markets
- Customer success through better experience
For Users who are individuals, the basic Service for registering, sharing and using the Address is entirely free when used through the app.
Customers who use our business services pay per use or a subscription fee in accordance with the Subscription Agreement.
3. Provision of the Service
Addressya shall provide the Service to Customers and Users as set out herein.
The Customer’s integration of the Service to its existing software environment shall be made in accordance with Addressya’s instructions in order to ensure full functionality of the Service.
The Customer or User does not obtain any rights to any other services or deliverables from Addressya other than the right to utilize the Service as set out in this Agreement. The Customer’s or User’s rights to utilize the Service cannot be transferred. The Customer or User may not disclose any information about Users to any third party, or in any other way transfer, assign or dispose of the rights granted under this Agreement.
When integrated as part of the Customer’s software environment, the Service is provided on a software as a service basis. This means that the Service is offered on a subscription basis and is centrally hosted.
4. Termination or suspension of Customer accounts
Addressya is entitled to, with immediate effect, terminate or suspend the Customer’s use of the Service without incurring any liability to Customer (or any User) if:
a) the Subscription Agreement is terminated or ceases to apply;
b) Addressya does not receive payment from the Customer in accordance with the Subscription Agreement within fourteen (14) days from the invoice due date, or in case the Customer has defaulted invoice payments three (3) times within a twelve (12) month period;
c) the Customer commits a material breach of the terms of the Subscription Agreement and fails to remedy such breach within fourteen (14) days from receiving written notification specifying the breach and requiring it to be remedied;
d) the Customer uses the Service in violation of the terms of the Subscription Agreement, or in a way that is (or for any services which are) illegal or in the reasonable opinion of Addressya appears offensive to the Users; or
e) Addressya is requested to do so by a governmental or regulatory authority or is required to do so in order to comply with a change in statutory or regulatory requirements (or enforcements there of) or pursuant to a court order or is otherwise unable to provide the Service due to market events outside the control of Addressya.
The Customer’s obligation to pay the subscription fee set out in this Agreement is not affected by a suspension or termination according to above. Addressya shall terminate a suspension referred to above within ten (10) days of being made aware that the grounds giving rise to the suspension have ceased to exist.
5. Intellectual property
Nothing in this Agreement shall be construed as Addressya granting a license to, assigning or transferring, wholly or partially, any intellectual property rights to the Customer or any User, unless specifically stated herein. Addressya retains all ownership to all rights, including to any software, required to provide the Service and to fulfil its obligations under this Agreement or in relation to any User Agreement.
Addressya shall, for the duration of this Agreement, be entitled to use the Customer’s trademarks in its marketing and refer to it as a customer of the Service.
6. Limitation of liability
Addressya guarantees the performance of the Service in accordance with what is set out in this Agreement. Addressya makes no other implied or explicit guarantees regarding the Service to Customers or Users.
Except for in cases of gross negligence or intent, Addressya’s liability in relation to this Agreement is limited to direct damage. In relation to Customers shall Addressya’s total liability under no circumstance exceed the amount corresponding to the total amounts paid by the Customer to Addressya under this Agreement during the twelve (12) month period immediately preceding the event causing the liability to arise. In relation to Users shall Addressya’s total liability under no circumstance exceed an amount of SEK 5000.
For the avoidance of doubt, Addressya shall never be liable towards a Customer or User as a result of a Customer or User not having fulfilled its undertakings towards Addressya under this Agreement. In the event of any Customer or User claim, Addressya will inform the Customer or User that all such claims shall be addressed directly at the Customer or User who have not fulfilled its undertakings pursuant to the Agreement.
Addressya shall not be held liable for failure to perform any of its obligations under this Agreement if such failure is caused by or arises as a result of an event of force majeure, including, but not limited to fire, flood, strike, lightning, unavailability of or disturbances to public communications networks or internet connection availability, prolonged general power outages, changes of the regulatory environment, acts of governmental or military authorities, strikes, civil unrests, terrorism and war. Unless the force majeure event is expected to cease within acceptable time, Addressya shall as soon as reasonably possible after Addressya have become aware of the force majeure event, notify the Customer of the occurrence of the force majeure event and the estimated extent and duration of its inability to perform its obligations under this Agreement. Addressya shall use its best reasonable efforts to minimize the effects of the force majeure event.
7. Price and payment
Customers shall pay Addressya for the use of the Service in accordance with the pricing set out in the applicable Subscription Agreement.
Unless the Subscription Agreement states otherwise, applicable subscription fees are invoiced monthly in arrears.
The payment term is thirty (30) days from the date of invoice. Payment shall be performed via bank transfer or any payment solution provided by Addressya. All prices are exclusive of applicable value added tax (VAT) or similar taxes or charges. Addressya reserves the right to charge default interest of the reference rate of interest set by the Central Bank of Sweden plus eight percentage points, as well as collection costs, on all late payments.
If the Customer requests any changes to the Service after it has been activated this will be invoiced to the Customer as separate professional services and at a rate of 1,200 SEK per hour. The least amount of billable time is one hour. Change work includes services such as adding new features, developing customer solutions etc. No such work will be commenced without written agreement between between the Customer and Addressya.
8. Data protection
9. Support / SLA
Addressya does not commit to any service level agreement for evaluation projects in collaboration with the Customer.
For all other contracts, Addressya will use commercially reasonable efforts to make the Service available 99.95% of the time, unless otherwise stated in the Subscription agreement. In the event Addressya does not meet the goal of 99.95% Service availability in a given calendar month (“Monthly Uptime Percentage”). The Customer will be eligible to receive a credit on the fees for the Service in such month (“Service Credit”) as described below. The Service Credit shall be calculated as a percentage of the subscription fee for the Service paid by the Customer for the calendar month in which Addressya failed to achieve the applicable availability. The Service is considered to be unavailable if it for a Customer is not possible to extract an Address from the database, excluding service issues or outages relating to any exclusions (defined below) which shall not be deemed as unavailable time.
Addressya shall correct Service unavailability as soon as is reasonably required by the circumstances by using its best efforts after notification of such fault or after a perceived alarm in Addressya’s system. Faults notified by Customer shall be sufficiently described to enable Addressya to perform diagnostics and troubleshooting.
Unavailable time begins from the perceived alarm or fault notification from the Customer and ends when the fault is repaired and the Service is available. In the event the Service availability falls below 99.95]%, Addressya shall compensate the Customer as follows:
Availability is less than 99,4% – 5% Service Credit
Availability is less than 97,9% – 10% Service Credit
Availability is less than 95,9% – 20% Service Credit
Availability is less than 89,9% – 100% Service Credit
Service Credit is expressed as the percentage of monthly fee.
Compensation will be credited against next months’ subscription fee to be paid by the Customer, provided that a Service Credit has been requested by the Customer as set out below. No cash reimbursements will be made.
To apply for a Service Credit, the Customer must submit a ticket via the Addressya’s customer service system within 30 days of the month in which the Service unavailability occurred. The ticket must include:
a) “SLA Claim” as the subject of the ticket;
b) the dates and times of the unavailability for which the Customer is requesting credit; and
c) any information that documents the claimed unavailability.
For the purpose of measuring availability, downtime of the Service does not include:
a) The period of time when the Service is not available as a result of scheduled maintenance; or
b) The period of time when the Service is not available or is subject to the following performance or availability issues:
i) Factors outside Addressya’s reasonable control;
ii) Unavailability that resulted from User’s, Customer’s or third party hardware, software or services;
iii) Unavailability that resulted from actions or inactions of a User, the Customer or third parties;
iv) Unavailability that was caused by a User’s or Customer’s use of the Service after Addressya advised Customer to modify its use of the Service, if Customer did not modify its use as advised;
v) Intermittent periods of downtime that are five (5) minutes or less in duration;
vi) Internet access or related problems beyond the demarcation point of Addressya or its direct hosting subcontractors (i.e beyond the point in the network where Addressya maintains access and control over the Service); or
vii) Unavailability caused by urgent software updates, server maintenance and security updates.
10. Term and termination
Unless not anything else is set out in the Subscription Agreement, the term of the Agreement runs until further notice with a notice for termination period of one month.
Addressya and the Customer is entitled to terminate the Agreement with immediate effect if:
a) The other party commits a material breach to the Agreement, and fails to remedy such breach within thirty (30) days from receiving a written notice from the other party setting out the breach; or
b) The other party becomes insolvent, is declared bankrupt, is put into liquidation, commences composition or restructuring proceedings or arrangements with a major part of its creditors
In addition to the above, Addressya is entitled to terminate this Agreement with immediate effect if the Customer is acting in an illegal manner or resells the Service to any third party in contravention of the provisions of this Agreement.
All notices, requests, invoices and other communications shall be addressed as set out in the Subscription Agreement.
All notices under this Agreement shall be in English and in writing and shall be delivered in person or sent by email or registered mail, addressed to the Parties at the addresses set out in the order forma, or to another address that either Party notifies the other under this section.
The Agreement may be amended or varied from time to time by Addressya. In such case shall Addressya notify Customers and Users, as applicable, of this.
Neither Party may assign, transfer or otherwise dispose of this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other party.
Notwithstanding the previous section, Addressya may, without obtaining the Customer’s or User’s prior approval, assign or transfer the Agreement, or its rights and obligations, hereunder, to a company within its own company group.
For the entire duration of the Agreement and for a period of five (5) years thereafter, the parties shall keep confidential (and shall not disclose to any third party) all contractual documentation and terms referenced in this Agreement and any and all other information about the Customer’s operations and Users that is acquired during the term of the Agreement and which can be reasonably assumed to be confidential or which has been marked or otherwise identified by the other Party as confidential.
The obligation to secrecy referred to above shall not apply to information which is:
a) already in the possession of, or which is previously known to the receiving party at the time of its receipt from disclosing party, other than by breach of the present obligation of secrecy;
b) in or comes into the public domain other than by breach of the present obligation of secrecy;
c) obtained from a third party who is permitted to disclose such information, or has been generated by the receiving party without any use of the confidential information received from the disclosing party;
d) required by law or judicial order to be disclosed; or
e) provided to the respective (legal) advisors of the parties provided they are under the obligation to treat such information as confidential.
13. Governing law and disputes
This Agreement shall be governed by and construed in accordance with the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC“). The seat of arbitration shall be Stockholm and the language used in the arbitral proceedings shall be English.
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators.
Stockholm, July 2019