1.1 The Services. Iotcomms.io shall deliver the Services specified in the Purchase Order, and any additional Services used, to Customer in accordance with the Agreement and applicable Specifications.
1.2 Performance of Services. Iotcomms.io shall perform all parts of the Services in a professional manner in accordance with the provisions of the Agreement and with the skill and care which Customer has reason to expect from a well-reputed company in the industry.
1.3 Personnel. For performance of the Services, Iotcomms.io shall retain qualified personnel suitable for the purpose. Customer shall appoint qualified personnel for its contacts with Iotcomms.io.
2.1 Access. As of the date of signature, Customer is granted access to the Platform and associated materials provided to Customer through the Platform, including any training, marketing, and demonstration materials, diagrams, test plans, and workflows (the “Materials”).
2.2 Features and Specifications. Each feature accessible through the Platform is referred to as a “Feature”. Information and specifications about each Feature can be found in the Platform (the “Specifications”). Customer may during the term of the Agreement order additional Features through the Platform.
3.1 Multi-node design. Customer must utilize the multi-node design by implementing re-try and fail-over logic to its systems, as further instructed by Iotcomms.io, in order to ensure that in the event a request fails against one node, it will re-try and hit a working node. Failure by Customer to implement re-try and fail-over logic to Customer’s systems may affect the availability of the Platform.
3.2 Encryption. Customer may only connect to the Platform as specified in the API and interface documentation. All protocols used to interface the Platform must use encryption, i.e. HTTPS for REST APIs and REST Callbacks and SIP/TLS for SIP signalling, and SRTP or DTLS for RTP media. The Platform supports interfaces without encryption but these are only intended for development and debugging purpose and iotcomms.io must not be held responsible for data leakage in case Customer connects with the Platform using these. If Customer needs to connect devices without appropriate encryption support a project may be started to investigate use of encrypted VPN network connectivity.
4.1 Uptime. The Platform is built for mission critical and carrier grade service with a system availability of 99.98% during a twelve-month interval (“Uptime”). Uptime is calculated per Feature and Mission Critical Function (as defined in the Support Agreement). The Platform is built upon of several nodes, which means that if one or more nodes are unavailable, other nodes will be available to perform the Services. Requests that fail against one node but result in a successful service call against another node do not impact the Uptime. Uptime excludes unavailability caused by circumstances described in Sections 4.2-4.5.
4.2 Planned Maintenance. Iotcomms.io may cut off or limit the access to the Platform for Planned Maintenance. “Planned Maintenance” means service degradation planned in advance of such nature where it will have an impact on the delivery of the Services, such as major architectural changes that may be required in a limited number of occasions. Normal system operation activities do not impact the Uptime. Iotcomms.io shall notify Customer in writing of any Planned Maintenance at least thirty (30) days in advance with information about when such Planned Maintenance will take place, expected downtime, and expected implications on the Services.
4.3 External attacks. Iotcomms.io is not liable for unavailability caused by external attacks or otherwise harm or risk caused by viruses or DoS attacks targeting Customer or Iotcomms.io, despite Iotcomms.io having applied industry standard protection mechanisms. In case of such external attacks Iotcomms.io is entitled to cut off or limit access to the Platform. Customer shall be notified about the limitation of access to the Platform and when the Platform is expected to be available again.
4.4 Third party service interruptions. Iotcomms.io is not liable for unavailability caused by disturbances in internet or telecom infrastructure or cloud provider infrastructure at local, regional, or global level, or other failures caused by unavailability of a third-party service, such as Amazon Web Services.
4.5 Interruptions caused by Customer. Iotcomms.io is not liable for unavailability caused by Customer’s use of the Services in conflict with the Agreement or Iotcomms.io’s instructions.
4.6 Price reduction. If Uptime falls below 99.98%, Customer may be entitled to a price reduction corresponding the time the Platform was unavailable. In such case, Customer must notify Iotcomms.io within thirty (30) days of each perceived unavailability event. The price reduction shall be deducted from Customer’s following invoice.
4.7 Limitations. Customer is not entitled to compensation for limitation or lack of access due to circumstances outside Iotcomms.io’s control, including but not limited to circumstances described in Sections 4.2-4.5.
5.1 Changes to the Platform. Iotcomms.io continuously develops the Platform and shall be entitled to update, amend and modify the Platform, provided that the performance or functionality does not decrease in any material way as a consequence of such changes.
5.2 Updates. An “Update” means any amendment of the Platform which does not add any new functionality but provides for some improvement, including but not limited to any corrections released by Iotcomms.io for the purpose of providing a correction of an Error (as defined in the Support Agreement). All Updates shall be provided to Customer upon release free of charge. Customer is aware that such updates may require adjustments in Customer’s equipment or software solutions, for which costs and adaptions Customer is responsible for.
5.3 Upgrades. An “Upgrade” means any change of the Platform which adds or removes functionality in relation to the functionality of the previous version of the Platform. Upgrades may be subject to additional fees published from time to time in the pricelist.
5.4 Modifications. A “Modification” means a planned modification of the Platform that is known to, or may be reasonably assumed to, affect the Platform’s interworking with the Customer’s systems, i.e., a breaking API change or significant change in functional behaviour. In case of Modifications, Iotcomms.io shall notify Customer to allow Customer to modify integrations and test changes for a period of six (6) months until support for old logic for interworking is discontinued.
6.1 Support services. Iotcomms.io shall provide support services to Customer in accordance with the support level specified in the Purchase Order, and as set out in the Support Agreement in Appendix 2.
6.2 Scope. Iotcomms.io is solely responsible for providing support regarding errors, incidents and queries in relation to the Platform, that are within Iotcomms.io’s control.
7.1 Fees. Customer shall pay the price for the Services quoted in the Platform. If additional Services are added to Iotcomms.io’s offering during the term of this Agreement, Customer shall, if using such Services, pay the price for the Services quoted in Iotcomms.io’s Platform.
7.2 Taxes. All fees and charges are set out exclusive of value added tax (VAT) and other additional taxes and charges.
7.3 Price changes. Unless otherwise agreed in the Purchase Order, Iotcomms.io has the right to adjust its fees for the Services upon notice to Customer, no later than ninety (90) days prior to when the new fee shall take effect. If Customer does not accept the new fee, Customer has the right to terminate the affected Service by notifying Iotcomms.io in writing before the new fee shall take effect. In such event, the affected Service will be terminated on the same date as the new fee shall take effect. If such notice is not given, Customer is deemed to have approved the new fee.
7.4 Currency fluctuations. Iotcomms.io has the right to adjust its fees due to currency fluctuation for services from suppliers, inflation, or other events outside Iotcomms.io’s control. Iotcomms.io shall notify Customer of the new fee and the reason for the adjustment no later than ninety (90) days prior to when the new fee shall take effect.
8.1 Payment. The fees shall be paid in advance upon receipt of invoice. Payment shall be received by Iotcomms.io no later than thirty (30) days from the date of the Invoice.
8.2 Invoice Objections. Invoice objections must be presented in writing no later than thirty (30) days after the date of invoice. Even if an objection has been raised within such period, Customer shall pay the undisputed part of the invoiced amount by the due date.
8.3 Late payment. In the event Customer fails to make payment on due date, Iotcomms.io shall be entitled to charge for payment reminders, collection charges and late payment interest. Late payment shall carry interest according to the Swedish Interest Act (1975:635) on the outstanding amount until full payment has been made.
8.4 Assignment. Iotcomms.io has the right to assign its right for payment under the Agreement to a third party.
9.1 License. Subject to and conditional upon Customer’s payment of the fees and compliance and performance in accordance with all terms and conditions of the Agreement, Iotcomms.io hereby gives Customer a non-exclusive and non-transferable right to access and use the Platform solely in and for the Customer’s internal business operations by and through its Authorized Users during the term of the Agreement.
9.2 Authorized Users. Only Customer and those Customer employees, consultants, contractors, or agents who are authorized by Customer to use the Services in support of Customer’s operations, and who have been given user logins and passwords by Customer (“Authorized Users”) may access and use the Platform, Materials and reports provided to Customer in conjunction with the Services.
9.3 Customer responsibilities. Customer is responsible for the connection between Customer and the Platform and shall secure that Customer holds the equipment and software required when using the Platform.
9.4 Access and use of the Services. Customer shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by the Agreement and, in the case of third-party materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer agrees:
10.1 Ownership. Ownership of and all Intellectual Property Rights in the Services, Features, Platform, Materials, its Confidential Information (as defined below), and any derivatives, enhancements or improvements thereof, vest exclusively in Iotcomms.io and, or as the case may be, its suppliers or licensors. “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, design right, database right, topography right, trademark, service mark, the right to apply to register any of the aforementioned rights, trade secret, right in un-patented know-how and any other intellectual or industrial property right, in any part of the world.
10.2 Granted rights. Except for the limited rights expressly granted under the Agreement, nothing in the Agreement or otherwise between the Parties shall be construed as transferring or assigning the title or ownership of any Intellectual Property Rights in the Services or the Platform from Iotcomms.io to Customer or from Customer regarding its products and services to Iotcomms.io.
10.3 Prohibited use. Customer shall not, and shall procure that its Authorized Users do not, unless expressly authorized to do so;
11.1 Use of Confidential Information. In connection with the Agreement a Party (“Disclosing Party”) may disclose or make available Confidential Information to the other Party (“Receiving Party”). The Receiving Party shall, during the term of the Agreement and for a period of five (5) years after the termination hereof, not reveal Confidential Information to third parties, which the Receiving Party obtains from the Disclosing Party or which arises during performance of the Services.
11.2 Confidential Information. “Confidential Information” refers in the Agreement to any item of information – technical, commercial or of any other nature disclosed by Disclosing Party – regardless of whether or not such information has been documented, with the exception of information that:
11.3 Restrictions. Receiving Party agrees to ensure that its employees, consultants and board members do not disclose Confidential Information to third parties.
11.4 Survival. The obligations in this Section 11 shall survive the termination of the Agreement.
12.1 Customer data. Customer, or a third party if applicable, owns the data provided to Iotcomms.io by Customer in connection with the Services and the data generated in the Platform. Iotcomms.io may freely utilize data generated in the system log files to optimize and improve Iotcomms.io’s Services.
12.2 Responsibility for data. Iotcomms.io is only responsible for data received by the Platform, not for data in transit in private, public or telephony networks.
12.3 Anonymized data. Iotcomms.io shall have the right to anonymize any and all data used in the Platform or the Services. The anonymization procedure shall be sufficient to ensure that no data can be converted back to personal data. Iotcomms.io shall own the right and title to all such anonymized data without limitation in time and use for any purpose.
13.1 Customer obligations. Customer shall ensure that the processing of personal data within the scope of performance of the Services is in conformity with current law.
13.2 Data Processing Agreement. In conjunction with performance of the Services, Iotcomms.io will, as a processor or if applicable, as sub-processor, process personal data on the Customer’s behalf, and thus the Parties have entered into a personal data processing agreement together with an accompanying instruction (the “Data Processing Agreement”) in accordance with Appendix 3 to the Agreement. Iotcomms.io shall process personal data in accordance with the Data Processing Agreement, the Customer’s instructions, and applicable legislation.
13.3 Iotcomms.io as data controller. How Iotcomms.io processes personal data for its own purposes is set out in Iotcomms.io’s Privacy Policy, available at https://iotcomms.io/privacy-policy/ .
Customer acknowledges that the Services are provided with no other warranties than those expressly set forth in this Agreement.
The Parties’ liability is limited as follows:
Except with respect to Customer’s payment obligations for Services rendered prior to the commencement of a force majeure event, notwithstanding any other provision of the Agreement, neither Party shall be liable to the other Party for any delay or failure in performance of the Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, inability to secure materials or labour or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until the force majeure ceases.
17.1 Term. The Agreement shall remain effective for the period specified in the Purchase Order.
17.2 Termination for convenience. Customer may terminate the Agreement to end the use of the Services in accordance with the notice period set out in the Purchase Order.
17.3 Termination for cause. Each Party has the right to terminate the Agreement with immediate effect:
17.4 Notice. Notice of termination must be sent to the other Party in writing.
18.1 Cease use of Services. Upon termination of the Agreement, Customer shall immediately cease all use of the Services, including Materials. Customer shall, if applicable, immediately uninstall locally installed software obtained from Iotcomms.io and in accordance with Iotcomms.io’s instructions destroy or return all copies of all installation media and backup copies of such software, and in writing confirm to Iotcomms.io that Customer has no other copies in its possession.
18.2 Return of data. Upon termination of the Agreement, Iotcomms.io shall delete all Customer data within fourteen (14) days, unless otherwise required by law, or unless Customer, no later than ten (10) business days before the Agreement expires, notifies Iotcomms.io that Customer wishes assistance transferring Customer data. Iotcomms.io is entitled to charge Customer in accordance with the applicable price list for professional services for data converting and transfer. The billing shall be according to time and material for the time spent. Iotcomms.io shall keep Customer data until the transfer of such data is completed.
19.1 Notices. Any notice and other communication to be given by a Party under the Agreement shall be in the Swedish or English language and deemed to be valid and effective if personally served on the other Party or sent by registered prepaid airmail or e-mail to the addresses given in the recitals or as later amended.
A notice shall be deemed to have been given:
Changes of address are to be notified as set out in this provision.
19.2 Waiver. No consent or waiver, express or implied, by either Party of any breach or default of the other Party in performing its obligations under the Agreement shall be deemed or construed to be a consent or waiver of any other breach or default by the other Party of the same or any other obligation hereunder. No waiver of any rights under the Agreement shall be effective unless in writing and signed by the waiving Party.
19.3 Changes. Iotcomms.io may make changes to these General Terms and Conditions from time to time by posting a new version at iotcomms.io/legal.The changes will become effective thirty (30) days after Iotcomms.io provides Customer a written notice over email or by posting notice in the Platform. If Customer has not objected to the changes prior to them becoming effective, Customer is deemed to have accepted the changes. If Customer objects to the changes, Customer may terminate the Agreement and the previous version of the General Terms and Conditions shall in such case apply until the end of the term of the Agreement. Objections shall be made by written notice to Iotcomms.io.
As regards other amendments and additions to the Agreement, such amendments and additions must be made in writing and signed by the Parties to be valid.
19.4 Entire agreement. The contents of the Agreement and its appendices shall supersede all previous written or oral commitments and undertakings.
19.5 Assignment of the Agreement. Neither Party may wholly or partly assign or pledge its rights and/or obligations under the Agreement to any third party without the prior written approval of the other Party.
19.6 Severability. If any provision of the Agreement or part thereof is held invalid, this shall not affect the remaining provisions of the Agreement, unless the obligations of a Party hereto without the invalid part of the Agreement are or will become unreasonably onerous.
The Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with the 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 seat of arbitration shall be Stockholm. The arbitration proceedings shall be conducted in English.