Last updated: November 2, 2020

General Terms and Conditions for ConnectedYou product and service usage

Before creating an account be sure to read all the Terms and Conditions. By creating a ConnectedYou account, you agree to the following Terms and Conditions of service and usage.


Contents

General Terms and Conditions for ConnectedYou product and service usage        1

Contents        2

General        4

Application of General Terms and Conditions        4

Change of General Terms        4

Definitions and interpretation        4

Agreement Execution        6

Method of Application        6

Acceptance of Application        7

Purpose and Background        8

Provision of Products and Services        8

Service Agreements        9

Customer Management        9

Changes to Products and Services        10

Customer Obligations        10

Customer Affiliates        11

Support requests        11

Payments and Taxes        12

License to use the Platform        15

Modifications        16

Maintenance and Service Restoration        16

Fair Use        16

Links        18

Term & Termination, Suspension and Other Measures        18

Limitation of Liability        19

Force Majeure        20

Confidentiality        20

Contents of Communications        21

Data Protection        21

Indemnification        21

Assignment        21

Notices        22

General        22

Governing Laws and Disputes        22


General

Application of General Terms and Conditions

These general terms and conditions as well as the specific regulations (collectively, the “General Terms”) govern the use of ConnectedYou products and services. ConnectedYou Europe ApS, Byværnsvej 5, 2860 Søborg, Denmark with business registration number (CVR) 39235897 (“CY”) will provide the Platform and the Products and Services to you according to the ConnectedYou Service Agreement concluded under the General Terms (such agreement, the “Agreement”).

Change of General Terms

CY may change the General Terms from time to time. If CY changes the General Terms, CY will notify the Customer (defined below) of such change by announcing the change on the website of CY or such other method as may be separately specified by CY. CY will send an email to the Customer 30 days prior to any significant changes to the General Terms unless the change solely benefits the Customer. The Customer may terminate the Agreement with 14 days' notice during such 30 days' notice period. If the Customer uses the CY Platform and Products and Services after such notice, the Customer shall be deemed to have consented to such change to the General Terms, CY will apply the service fee and other service provision provided in such changed General Terms.

Definitions and interpretation

        

In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise.

Affiliate

an entity that now or in the future, directly or indirectly controls, is controlled by or is under common control with a Party.  For purposes of the foregoing, "control" shall mean the ownership of more than fifty percent (50%) of the (i) voting power to elect the directors of the company, or (ii) ownership interest in said entity.

Agreement

this agreement with Schedules.

Day

a calendar day.

Clause

a clause in the Agreement.

Customer

a registered user on the Platform who has accepted a version of this Agreement.

Effective Date

the date of the last signature of the Parties, or the date on which Customer accepts the Agreement during the Customer Account creation.

Emergency Situation

an emergency condition which requires CY to perform maintenance activities resulting in a Planned Interruption of Service.

Intellectual Property Rights

any intellectual property rights, whether registered or unregistered, including patents, utility models, trademarks, designs, copyrights or rights in databases in all countries as well as any application or renewal concerning the above rights.

Major Service Upgrade

any upgrade to the Service requiring CY to perform any significant change to the facilities and auxiliary equipment used by CY in the provision of the Service.

Members

Suppliers and Customers collectively

Non Planned Interruption of Service

means any interruption in a Service resulting from a breakdown in the Platform or in the facilities of a third party (excluding the Customer) or resulting from a Force Majeure event.

Order Form

Form used by Customer from time to time to order a specific Product or Service from CY under this Agreement in physical format or through digital ordering process.

Supplier(s)

a company who offers various IoT products or services, which the Customer is seeking to purchase and access through Platform

Party

CY or Customer.

Parties

CY and Customer.

Personal Information

means any information that may identify an individual.

Planned Interruption of Service

an interruption of the Service planned by CY for the purpose of performing significant maintenance activities or a Major Service Upgrade.

Platform

the ConnectedYou platform that connects Supplier(s) who offer various IoT services, with Customers seeking to purchase and make use of such IoT services accessible through the website connectedyou.io and/or any point of access through which CY may choose to make the Platform accessible

Prices

the prices for the Platform or the Products and Services.

Product(s) and Service(s)

the products and services offered by CY or a Supplier through the CY Platform to Customers.

Schedule

a schedule to the Agreement.

Services

enabling and facilitation of Members entering into Service Agreements and Customer Management

Expressions, such as "including" and similar expressions, mean including, but not limited to".

Nouns in the singular include the plural and vice versa. Nouns in the definite form include the indefinite form and vice versa.

The headings of the Agreement are for guidance only and have no separate legal effect on the understanding or interpretation of the provisions of the Agreement.

Agreement Execution

Method of Application

  1. Applicants for the CY Platform and Products and Services (each such applicant, an “Applicant”, “You”) shall apply for the CY Platform and Products and Services via the on-line sign-up in accordance with the procedure specified by CY after the Applicant agrees to the General Terms (such application, the “Application”).
  2. These General Terms of Use for ConnectedYou  govern the use by or on behalf of Customer ("You" and "Your") of the Services and Your access to the Site. At the time when You accept the terms (the "Effective Date"), You enter into a legally binding agreement with CY governed by the terms (the "Terms").
  3. Only non-consumer, legal entities may use the Services. When You accept the Terms, You warrant that You are not a consumer. If You accept or agree to the Terms on behalf of a company or other legal entity, You warrant that You have the authority to bind that company or other legal entity to the Terms and, in such event, “You” and “Your” will refer and apply to that company or other legal entity.
  4. PLEASE NOTE THAT THE SITE COMPRISES AN ONLINE PLATFORM THROUGH WHICH CY OR SUPPLIERS MAY CREATE OFFERS AND YOU MAY REQUEST PURCHASES WITH THOSE SUPPLIERS THROUGH CY AND THE PLATFORM. YOU UNDERSTAND AND AGREE THAT CY IS NOT A PARTY TO ANY SERVICE AGREEMENTS ENTERED INTO BETWEEN SUPPLIERS AND YOU. CY HAS NO CONTROL OVER THE CONDUCT OF SUPPLIERS AND YOU AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  5. IN RELATION TO SERVICE AGREEMENTS, PLEASE NOTE THAT THE SITE IS INTENDED TO BE USED TO FACILITATE SUPPLIERS AND CUSTOMERS IN MAKING AGREEMENTS WITH EACH OTHER THROUGH CY. EXCEPT FOR AS EXPRESSLY SET OUT IN THESE TERMS, CY CANNOT AND DOES NOT CONTROL THE CONDITIONS, LEGALITY OR SUITABILITY OF ANY PROVISION OF PRODUCTS AND SERVICES AND/OR GOODS BY SUPPLIERS. CY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL OFFERS AND PURCHASES. ACCORDINGLY, ANY SERVICE AGREEMENTS WILL BE ENTERED INTO AND ACCEPTED AT THE YOUR OWN RISK WITH YOU AND SUPPLIER(S) AS PARTIES. ANY CLAIMS ARISING OUT OF OR IN RELATION TO SERVICE AGREEMENTS MUST BE RAISED AGAINST THE SUPPLIER.

Acceptance of Application

  1. CY may request You to submit information necessary for CY to determine whether You may have failed to make any payment that You are responsible to pay in relation to the CY Platform and Products and Services. In such case, You shall promptly submit such information in writing.
  2. CY will consent to the Application, except if CY determines that:
  1. there is an undue risk that You may breach the General Terms;
  2. provision of the CY Platform and Products and Services to You carries an undue risk of damage to the confidence or profit of CY or other Customer/Supplier;
  3. provision of the CY Platform and Products and Services to You carries an undue risk of harm to the intellectual property rights, property rights and other rights of CY or a third party;
  4. You damage the relationship of mutual trust between You and CY, or You or representative thereof is an Anti-Social Force;
  5. CY has terminated the agreement between CY and You;
  6. You provide any false information to CY;
  7. You designate an unavailable credit card as the method of payment; or You do not intend to use the CY Platform and Products and Services appropriately.
  8. Notwithstanding this section, if CY has no capacity in the communication network or the Platform, CY may postpone or refuse the Application.

Purpose and Background

The Customer (“You”, “Your”), a company in need of the Products and Services who has created a Customer Account of the Platform and accepted this Agreement. The Customer wishes:

ConnectedYou Europe ApS, CVR no. 392 35 897 ("We", "Us", "Our" or "CY"), a legal limited liability company incorporated in Denmark, has established the ConnectedYou platform that connects companies who offer various services ("Suppliers") with customers seeking to purchase and make use of such services ("Customers") (Suppliers and Customers collectively "Members").

The platform enables and facilitates Suppliers' offering of services to Customers ("Offers") and Customers' purchase of such services from Suppliers ("Purchases") (Offers and Purchases collectively "Service Agreements") as set out in this Agreement.

Provision of Products and Services

  1. CY, either directly or through its Affiliates, agrees to provide Products and Services, executed by the Parties and referencing this Agreement.
  2. You may from time to time order a specific Product or Service from CY under this Agreement by signing the applicable Order Form(s) physically or digital ordering process offered by CY. The acceptance and signing by CY of any Order Form under this Agreement is subject to availability of necessary facilities and equipment at the time You request the Products and Services. You may request to make Purchases from Suppliers directly through the Site based on the Offers of the Suppliers.
  3. CY shall comply with all applicable laws, regulations, orders and licenses which apply to CY in providing Products & Services.
  4. CY shall endeavor to maintain, or cause to be maintained, the Platform in sufficient working order to provide Products and Services to the Customer in accordance with the Agreement, subject to any Planned Interruption of Service and service problems outside of CY’s control. You understand, however, that the provisioning of Products and Services is subject to the availability of Supplier(s) facilities over which CY has no control.

Service Agreements

  1. All Offers contain terms and conditions of the Supplier in question which will govern Service Agreements concluded by a Customer and Supplier ("Supplier T&Cs"). By accepting this Agreement, You also accept the Supplier T&C’s confirming the Service Agreement to You and the Supplier.
  2. When the Purchase has been confirmed, the Supplier and You will have entered into a legally binding agreement for the Supplier's provision of the services and/or goods contained in the Offer to You. CY is not a party to the Service Agreement entered into by You and the Supplier.
  3. If You wish to enter into a Service Agreement, You must assess and are Yourself responsible for whether the Offer is sufficient, relevant and useful for Your purposes in relation to entering into the Service Agreement, hereunder but not limited to by taking into consideration the information provided by the relevant Supplier/CY.
  4. When You request a Purchase, You warrant that all information provided by You is accurate and true.
  5. Supplier T&C’s can be found in Schedule 1

Customer Management

  1. Through the Site, You may perform Customer Management of devices registered with the Site.
  2. CustomerManagement is performed via the Customer Management Console
  3. Customer Management can also be performed via APIs
  4. You may register devices with the Site as set out by CY.
  5. As part of Customer Management, Your may terminate existing, continuing Service Agreements and enter into new Service Agreements relating to registered devices (such as network connection subscriptions) as further decided by CY.
  6. As part of Customer Management, You may manage their devices - activation, deactivation, suspension and termination.
  7. As part of Customer Management, You may create and register groups and tags for devices.
  8. As part of Customer Management, You may view their device consumption information and other related metrics
  9. As part of Customer Management, You may create, delete, modify the access rights of users on the Site.
  10. You may request support for actions to be performed by CY
  11. You may request for termination of the account

Changes to Products and Services

  1. Supplier(s) may make changes to the Products and Services offered by Supplier(s) through the CY Platform at any time.
  2. For example, for the connectivity services the coverage of countries or networks may change in the future, also the prices may change in the future.
  3. You understand and accept that CY does not have control over Supplier(s) Products and Services and changes that may happen and You will not hold CY responsible or liable for any losses You may incur due to such changes.

Customer Obligations

  1. You shall at the beginning of every calendar quarter no later than the 15th provide CY with forecast of expected volume of SIM Cards and/or Products & Services for the next 12 months, this is to ensure availability of supply for You at the right time.
  2. You shall provide CY with the relevant technical information or specifications to enable the Products and Services to be appropriately configured.
  3. You shall be solely responsible for obtaining, installing, operating and maintaining, at Your expense, all equipment, facilities, software, and other arrangements necessary for interconnecting Your terminal equipment or communications system to the Platform and Products and Services.
  4. You represent and warrant to CY that You will not resell the Products and Services.
  5. You represent and warrant that You shall not use the Products and Services in any manner or for any purpose which constitutes a violation of the laws, regulations, statutes, ordinances, codes or other legal requirements of any jurisdiction in which the Services are being provided and that You shall obtain and maintain any licenses or authorizations necessary for Your use of the Products and Services.  You shall indemnify and hold CY and Supplier(s) harmless from any breach of this Section.
  6. You undertake to utilize the Products and Services in such a way as to avoid any reduction in the overall performance of the Products and Services or the causing of any interruption or interference with any other transmissions through or via the Products and Services. CY and Supplier(s) reserves the right to cancel and/or temporarily suspend Products & Services if Your use of the Products and Services causes any such interruption or interference. CY and Supplier(s) shall use reasonable efforts to provide You with advance notice of such suspension and in any case shall provide written confirmation of such action within a commercially reasonable time thereafter.

Customer Affiliates

Your Affiliates may purchase Products and Services from CY pursuant to this Agreement, provided that an authorized representative of such Affiliate executes the applicable Order Form.  You shall be the company of record for all Products and Services provided hereunder and, together with any ordering Affiliate, shall be jointly and severally liable for all obligations set forth in this Agreement, notwithstanding that the Order Form may be signed by Your Affiliate or that the invoices for Products and Services may be sent to Your Affiliate at the address designated in the applicable Order Form. If an Affiliate of Yours orders Products and Services pursuant to this Agreement, then the ordering Affiliate shall be referred to herein collectively with You as the “Customer".

Support requests

  1. Support requested by You either for (i) any modification or addition to the Products and Services which is specific to Your requirements (except support provided during initial implementation of the Products and Services) or (ii) use of CY’s technical resources which are outside the scope of resources reasonably required for use in connection with the provision or the use of the Products and Services, will be charged at the rate of one hundred Euros (EUR 100.00) per person/hour, exclusive of accommodation and extraordinary travel expenses, as the case may be.  CY shall provide You with an estimate of the costs of the service support as well as an estimate of the travel and accommodation expenses in advance for approval by You.
  2. Any support inquiries and/or complaints regarding the Products and Services must be directed at the Supplier who’s Products and Services You have selected and subscribed through this Agreement. Applicable Supplier T&Cs may or may not set out certain support arrangements to Your benefit. In case You send support inquiries and/or complaints regarding Products and Services to CY, CY will make all reasonable efforts to communicate with the Supplier and resolve the issue at best effort basis however this does not in any way attribute responsibility towards CY for resolving such support requests.
  3. Any support inquiries and/or complaints regarding the Services or functionalities of the Platform may be directed to CY's support desk.
  1. CY's support desk is open 24/7, 365 days a year.
  2. CY's support desk may be contacted by email: support@connectedyou.io, or through the support ticket system if made available via the Platform.
  3. CY will use reasonable efforts to answer and resolve support inquiries from You regarding the Products and Services or the Platform within a reasonable time.

Payments and Taxes

  1. All prices are in EUR and exclusive of VAT and any other taxes and deductions. All pricing for Products and Services and other charges due hereunder are exclusive of all applicable taxes like value added tax, sales taxes, duties, fees, levies or surcharges (including where applicable any Universal Service Fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority, all of which shall be the sole responsibility of the Party purchasing the affected Products and Services and paid promptly when due by such Party, and furthermore, such Party agrees to indemnify and hold the other Party harmless from any liability therefor.  Except as set forth herein, all amounts payable by the Parties under this Agreement shall be made without any deduction or counterclaim and, except to the extent required by any law or regulation, free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental authority.  If a Party is required by any law or regulation to make any such deduction or withholding such Party shall, together with the relevant payment, pay such additional amount as will ensure that the other Party actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required.
  2. You must mandatorily  register a credit/debit card (referred to as “credit card” in this Agreement) for an account on CY Platform before services can be provisioned or used by You. Payments are charged automatically to Your registered credit card/debit card unless otherwise agreed in writing by CY. CY may discretionarily require certain securities and/or reject payment via bank transfers.
  3. Charges for continuing services such as connectivity and platform services that are recurring in nature are invoiced monthly in arrears latest by 5th day of the following month if You have been granted credit limit by CY. In case You are not granted credit limit by CY, You may prepay the services like a prepaid balance. In case of prepaid services model invoices are generated latest by 5th day of the previous month.
  4. There are two types of charging models, Postpaid and Prepaid.
  1. Postpaid (auto charging) - The process and timelines for payments, suspension/termination of services is as explained below in case where invoiced amounts are charged automatically to the registered credit card.
  1. Invoice generation and charging
  1. Invoice amount is charged to the registered credit card immediately upon invoice generation and invoices are sent by email to your registered email address.
  1. Retry period
  1. In case of a failure to charge the registered credit card, the system will retry once per day for 15 days until payment collection is successful. You will be sent a notice on the date of the first failed attempt by email to Your registered email address.
  1. Suspension Period
  1. If You fail to resolve the issue and make the payment within the the retry period i.e. within 15 days from invoice generation then all SIMs and services for which the payment is due will be suspended. SIMs and services will stay in suspension state until the end of the month. It is possible to activate the SIMs and services within the suspension period by making all overdue payments.
  1. Termination
  1. If the payments are not received by the end of the suspension period, then all SIMs and services for which the payment is overdue will be permanently terminated on the last day of the current month before commencement of the new billing period/month. It is not possible to recover the SIMs or service once terminated.
  1. Postpaid (bank transfer) - The process and timelines for payments, suspension/termination of services is as explained below in case payments by bank transfers are approved by CY.
  1. Invoice generation and charging
  1. Invoices are sent by email to Your registered email address. You must pay the invoice by bank transfer to the CY bank account mentioned on the invoice. CY must receive the payment in CY account latest by the due date.
  1. Payment period
  1. Payments must be made within 15 days from the due date, or as per the due date mentioned on the invoice.
  1. Suspension Period
  1. If You fail to resolve the issue and make the payment within the payment period i.e. within 15 days from invoice generation then all SIMs and services for which the payment is due will be suspended. SIMs and services will stay in suspension state until the end of the month. It is possible to activate the SIMs and services within the suspension period by making all overdue payments.
  1. Termination
  1. If the payments are not received by the end of the suspension period, then all SIMs and services for which the payment is overdue will be permanently terminated on the last day of the current month before commencement of the new billing period/month. It is not possible to recover the SIMs or service once terminated.
  1. Prepaid (auto charging) - The process and timelines for payments, suspension/termination of services is as explained below in case where invoiced amounts are charged automatically to the registered credit card.
  1. Invoice generation and charging
  1. Invoice amount is charged to the registered credit card immediately upon invoice generation and invoices are sent by email to your registered email address. Invoices are generated 1 month in advance i.e. latest by 5th day of the previous month.
  1. Retry period
  1. In case of a failure to charge the registered credit card, the system will retry once per day until payment collection is successful or the last day of the month, whichever comes earlier. You will be sent a notice on the date of the first failed attempt by email to Your registered email address.
  1. Suspension Period
  1. If You fail to resolve the issue and make the payment within the retry period then all SIMs and services for which the payment is due will be suspended/terminated by CY.
  1. Termination
  1. If the payments are not received by the end of the suspension period, then all SIMs and services for which the payment is overdue will be permanently terminated on the last day of the month before commencement of the new billing period/month. It is not possible to recover the SIMs or service once terminated.
  1. Prepaid (bank transfer) - The process and timelines for payments, suspension/termination of services is as explained below in case payments by bank transfers are approved by CY.
  1. Invoice generation and charging
  1. Invoices are generated 1 month in advance i.e. latest by 5th day of the previous month. Invoices are sent by email to Your registered email address. You must pay the invoice by bank transfer to the CY bank account mentioned on the invoice. CY must receive the payment in CY account latest by the due date.
  1. Payment period
  1. Payments must be made within 15 days from the due date, or as per the due date mentioned on the invoice.
  1. Suspension Period
  1. If You fail to resolve the issue and make the payment within the payment period then all SIMs and services for which the payment is due will be suspended/terminated by CY.
  1. Termination
  1. If the payments are not received by the end of the suspension period, then all SIMs and services for which the payment is overdue will be permanently terminated on the last day of the month before commencement of the new billing period/month. It is not possible to recover the SIMs or service once terminated.
  1. All payments for non-continuing services are invoiced when a Product and Service is confirmed by You on the Order Form and will be charged immediately. If we have accepted payment by bank transfer, Products and Services will not be shipped or delivered until You make payments.
  2. Late payment charges and interest at 1% per week of the total due amount will be charged by CY.
  3. If You have complaints and/or questions about any fees, payments and/or charges, You may contact CY.
  4. CY may withhold and set off an amount equal to any fees, owed by You to CY in any amounts owed by CY to You.

License to use the Platform

  1. The Platform, the Site and the Services, and all content or Products and Services made available by CY therein are protected by copyright, trademarks, and other intellectual property rights. You acknowledge and agree that the Platform, and content or Products or Services made available by CY therein, including all associated intellectual property rights, are the exclusive property of CY or its licensors or Suppliers or suppliers of Suppliers. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or content made available by CY therein. All trademarks, service marks, logos, trade names, and any other proprietary designations of CY or its licensors used on or in connection with the Site, Services, and content made available by CY therein are trademarks or registered trademarks of CY or its licensors.
  2. Anyone may view available Offers as an unregistered visitor to the Platform, however, if You wish to make use of the Platform as a customer, You must create a customer account on the Platform ("Customer Account").
  3. When creating a Customer Account, subject to Your compliance with the terms of use, CY grants to You a limited, non-exclusive, non-transferable, revocable license to use the Platform as a customer for Your internal business purposes only. You have no right to sublicense the license rights granted in this section. Unless expressly authorized by a specific feature on the Platform, You are not permitted to share Your Customer Account with any third party or allow third parties to access or use Your Customer Account. In relation to this section, consultants acting on behalf of You for Your internal business purposes are not considered third Parties.
  4. You must safeguard the password to Your Customer Account. You agree that You will not disclose Your password to any third party.
  5. You will immediately notify CY of any unauthorized use of Your Customer Account.
  6. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or content herein, except as expressly permitted in this Agreement. No licenses or rights are granted to You by implication or otherwise under any intellectual property rights owned or controlled by CY or its licensors, except for the licenses and rights expressly granted in this Agreement.

Modifications

  1. CY reserves the right, at its sole discretion, to modify the Platform or to modify the terms of use in this Agreement, at any time and without prior notice. If CY modifies the terms of use, CY will post the modification on the Platform and/or provide You with notice of the modification by email. CY will also update the “Last Updated” date at the top of the terms of use. Changes to the terms of use will be effective at the time of posting. Your continued access to or use of the Platform will constitute acceptance of the modified terms of use. Additionally, if the modified terms of use contain material changes applicable to existing Customers (by decreasing Customer’s rights or increasing Customer’s responsibilities), CY will provide You with notice prior to the changes taking effect. If the modified terms of use are not acceptable to You, Your only recourse is to cease using the Platform. If You continue using the Platform, You will be deemed to have accepted the changes.
  2. CY will make reasonable efforts to provide at least one month notice of any changes which materially affect Customer’s rights negatively.

Maintenance and Service Restoration

  1. In case of interruptions to Products and Service or problems related to CY’s Platform, CY shall use commercially reasonable efforts to maintain, or cause to be maintained, CY’s facilities in sufficient working order to provide the Products and Services to Customer.
  2. Notwithstanding the foregoing, You understand that the Products and Services to be furnished hereunder are subject to the availability of Supplier(s) facilities.
  3. Any problem experienced by You shall be reported to CY in writing at support@connectedyou.io. At regular intervals CY will keep You informed of the status of the fault resolution. Once the fault is corrected, CY will advise You.
  4. Should You plan to have an interruption within Your own network or facilities, You shall promptly notify CY in writing at support@connectedyou.io.

Fair Use

  1. CY cares about the implications of Your use of Platform and Products and Services, and CY wants Your use of the Platform and Products and Services to be fair and just. Accordingly, CY has set out CY's Fair Use Policy in order to set some limits to how CY allows Platform and Products and Services to be used. The examples described in this policy are not exhaustive. CY may modify this policy at any time by posting a revised version on CY’s website.
  2. CY may block Your access to the Platform and/or Products and Services if CY reasonably finds that You are in non-compliance with CY's Fair Use Policy. CY will not be liable for any losses You suffer due to such blocking.
  3. When using the Platform and/or Products and Services, You:
  1. understand and agree that You are solely responsible for compliance with any and all laws, rules and regulations, that may apply to Your use of the Platform and/or Products and Services and content herein.
  2. may not, other than as expressly set out by mandatory applicable law, or expressly allowed in writing by CY
  1. use the Platform and/or Products and Services in a way contrary to applicable laws and/or general norms in society, hereunder but not limited to activities that are illegal, that violate the rights of others, or that may be harmful to others, CY’s operations or reputation;
  2. use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platform;
  3. copy, store or otherwise access or use any information contained on the Platform, Products and Services or content herein for purposes not expressly permitted by the Agreement;
  4. interfere with or damage the Platform or Products and Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  5. impersonate any person or entity, or falsify or otherwise misrepresent Customer or Customer’s affiliation with any person or entity;
  6. use automated scripts to collect information from or otherwise interact with the Platform and/or Products and Services;
  7. engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of Platform or Products and Services;
  8. systematically retrieve data or other content from the Platform or Products and Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
  9. use, display, mirror or frame the Platform, Products and Services or content herein, or any individual element within the Platform, Products and Services or content herein, CY’s name, any CY trademarks, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform or Products and Services;
  10. access, tamper with, or use non-public areas of the Platform or Products and Services, CY’s computer systems, or the technical delivery systems of CY’s providers;
  11. attempt to probe, scan, or test the vulnerability of any of CY's systems or networks or breach any security or authentication measures;
  12. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by CY or any of CY’s providers or any other third party to protect the Platform, Products and Services or content herein;
  13. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform, Products and Services or content; and/or
  14. advocate, encourage, or assist any third party in doing any of the foregoing.

Links

The Platform, Products and Services may contain links to third-party websites or resources. You acknowledge and agree that CY is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by CY of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources or the content, products or services on or available from such websites or resources.

Term & Termination, Suspension and Other Measures

  1. The Terms will be effective from the Effective Date and until such time when You or CY terminate all the terms of this Agreement and all of the Schedules forming part of this Agreement have expired or been terminated, as described below.
  2. Upon Termination of the Agreement, Your account and access to the Platform will be deactivated.
  3. Upon termination of the Agreement for any reason, any continuing services (e.g. subscription services) which You have entered into will also be terminated. This section has precedence over any conflicting terms in Supplier’s T&Cs for the Products and Services.
  4. Termination for convenience
  1. You may terminate the Agreement for convenience at any time by terminating Your account on the Platform or by sending an email to support@connectedyou.io. Such termination will be effective by the end of the current month plus 1 if the termination is received by CY on or before the 14th of any month. The termination will be effective by the end of the current month plus 2 if the termination is received by CY on or after the 15th of any month.
  2. Without limiting CY’s rights specified below or at other places in the Agreement, CY may terminate the Agreement for convenience at any time by giving You 60 days’ notice via email to Your registered email address.
  3. Termination for breach, suspension and other measures.
  1. CY may immediately, without notice terminate the Agreement if (i) You have materially breached the Agreement or CY’s policies, including but not limited to any material breach of Your warranties outlined in the Agreement or breach of CY's Fair Use Policy, (ii) You have provided fraudulent information during Your registration, or thereafter, (iii) You have violated applicable laws, regulations or third party rights, or (iv) CY believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, CY or third parties, for fraud prevention, risk assessment, security or investigation purposes.
  2. In addition CY may limit Your use of or access to Platform and the Products and Services, or temporarily or permanently suspend if (i) You have breached this Agreement or CY’s policies, including material and non-material breaches, or (ii) CY believes in good faith that such action is reasonably necessary to protect the safety or property of Members, CY or third parties, for fraud prevention, risk assessment, security or investigation purposes.
  3. If CY takes any of the measures described in this section 13.5, You will not be entitled to any compensation or refunds.
  4. In the case of non-material breaches and where appropriate, You may be given notice of any measure by CY and an opportunity to resolve the issue to CY’s reasonable satisfaction.
  1. If You fail to pay due invoices within agreed time frame to CY or Supplier(s), CY and/or it’s Supplier(s) have the right to suspend/terminate the Products & Services for which the payment is pending and/or terminate this Agreement in entirety with 15 days notice to correct the fault to You.
  2. If You or CY terminate the Agreement, CY does not have an obligation to delete or return to You any data. When the Agreement have been terminated, You are not entitled to a restoration of Your account on the Platform. If Your access to or use of the Platform and/or Products and Services has been limited or Your account on the Platform has been suspended or the Agreement have been terminated by CY, You may not register a new Customer account on the Platform or attempt to access and use the Platform and/or Products and Services through other customer’s accounts without CY’s express, written permission.
  3. If Customer or CY terminate this Agreement, the sections of the Agreement that reasonably should survive termination of the Agreement will remain in effect.

Limitation of Liability

  1. CY shall not be liable for any loss or damages sustained by You or Your end customers arising under or related to this Agreement by reason of any failure,  interruption or degradation of the Platform and Products and Services, whatsoever shall be the cause or duration thereof.  In no event shall CY’s liability exceed the monthly charges for the affected service corresponding to the month in which service outage occurred.
  2. In no event shall either Party be liable to the other Party for consequential, special, incidental, indirect or punitive damages sustained by the other Party or any third parties howsoever arising under or relating to this Agreement or any order and whether under contract, tort or otherwise (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF REPUTATION OR GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES).
  3. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED EXCLUSIVE OF ANY WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WARRANTY OF UNINTERRUPTED SERVICES, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

Force Majeure

No failure or omission by either Party to carry out or observe any of the terms and conditions of this Agreement, except for payment obligations, shall give rise to any claim against such Party or be deemed a breach of this Agreement if such failure or omission arises from fires, earthquakes or other natural phenomena, an act of God, wars, insurrections, riots, terrorism, an act or failure to act of any governmental authority, or any other cause beyond the reasonable control of that Party.  The Party affected by the event of force majeure shall give the other Party written notice thereof within ten (10) days after such an event occurs.  If an event of force majeure disrupts or interferes with the Platform, CY will endeavor to restore the service as soon as reasonably possible. 

Confidentiality

  1. Each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto provided such Information contains a conspicuous marking identifying it as “Confidential” or similar marking or which is inherently of a confidential or proprietary nature In the case of oral information, such Information is characterized as “Confidential” in writing sent by the disclosing Party to the other Party within fifteen (15) days of disclosure thereof. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own confidential and proprietary information.  The above requirements shall not apply to Information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify the disclosing Party of this required disclosure.        
  2. The provision by CY of the Platform and Products and Services in no way grants to the Customer any title or ownership in intellectual property which may be included or embodied therein, it being understood that such intellectual property shall at all times remain the exclusive property of CY and/or Supplier(s).
  3. Without the prior written consent of the other Party hereto, neither Party shall (i) refer to itself as an authorized representative of the other Party hereto in promotional, advertising, or other materials, (ii) use the other Party’s logos, trademarks, service marks, or any variations thereof in any of its promotional, advertising, or other materials, or (iii) release any public announcements referring to the other Party or this Agreement. CY is hereby expressly authorized to identify Customer as its customer by name and logo for Platform and Products and Services for the limited purpose of the periodic issuance of marketing and/or publicity announcements.

Contents of Communications

CY does not monitor and will have no liability or responsibility for the content of any communications transmitted via the Products and Services, and You will indemnify, defend and hold CY harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content or for claims by third parties relating to Your use of the Platform and Products and Services.

Data Protection

You acknowledge and agree that CY may use, process and/or transfer Personal Information (including intra-group transfers and transfers between countries): (i) in connection with the provision of Platform and Products and Services; (ii) to incorporate Personal Information into databases controlled by CY for the purpose of account administration, billing and reconciliation, operational maintenance and support activities, fraud detection and prevention, and customer and market analysis and reporting, and (iii) to communicate to the You by voice, letter, fax or email regarding products and services of CY. If You believe that, in the course of providing services under this Agreement, CY will have access to data You do not want CY personnel to comprehend, You should encrypt such data so that it will be unintelligible.

Indemnification

You agree to release, defend, indemnify, and hold CY and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your access to or use of the Platform or Products and Services or Your violation of the Agreement;

Assignment

You may not assign or transfer any rights and/or obligations under the Agreement, by operation of law or otherwise, without CY's prior written consent. Any attempt by You to assign or transfer the Agreement, without such consent, will be null and of no effect. CY may assign or transfer its rights and obligations under this Agreement at its sole discretion.

Notices

Any notices or other communications required from CY hereunder, including those regarding modifications to the terms of this Agreement, will be in writing and given by CY via email to the email address that You provided during registration of Your account on the Platform (or have provided at a later time by updating Your account on the Platform).

General

  1. The failure of CY to enforce any right or provision of the Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CY. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
  2. Where any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction then such provision shall be deemed to be severed from the Agreement and, if possible, replaced with a lawful provision which, as closely as possible, gives effect to the intention of the parties under the Agreement and, where permissible, that shall not affect or impair the legality, validity or enforceability in that, or any other, jurisdiction of any other provision of the Agreement.

Governing Laws and Disputes

  1. The Agreement is governed by and will be interpreted in accordance with Danish law. However, the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.
  2. Any dispute arising out of this Agreement, including any dispute concerning the existence or validity of the Agreement, that cannot be settled amicably, will be decided by arbitration by the Danish Institute of Arbitration. The Danish Institute of Arbitration will apply the rules in force when the application for arbitration is submitted.
  3. Each party will appoint 1 arbitrator. The Danish Institute of Arbitration will appoint 1 additional arbitrator who will be chairman of the arbitration tribunal. If either party fails to appoint an arbitrator no later than 30 days after submitting an application for arbitration or receiving notice of arbitration, the Danish Institute of Arbitration will also appoint that arbitrator.
  4. The arbitration proceedings will take place in Copenhagen, and the language of the proceedings will be English.
  5. Neither party is entitled to disclose confidential information about the arbitration proceedings to others, including information about any decision or award made by the Danish Institute of Arbitration, unless the other party has consented to any such disclosure of information in writing. Either party is entitled, however, to disclose information about the arbitration proceedings to others if such disclosure is made to protect the party's interests against the other party in the best possible manner, to comply with current legislation or public authority decisions or is required by stock exchange listing agreements.


Schedule 1 - Supplier T&C’s

Supplier Name

Terms and Conditions

TATA Communications

http://content.connectedyou.io/Connectivity_Supplier_Partner_Terms_and_Conditions/TATA+Communications.pdf

Truphone

http://content.connectedyou.io/Connectivity_Supplier_Partner_Terms_and_Conditions/Truphone.pdf

CheerIoT (Mondicon)

http://content.connectedyou.io/Connectivity_Supplier_Partner_Terms_and_Conditions/CheerIoT+-+Mondicon.pdf

Tele2

http://content.connectedyou.io/Connectivity_Supplier_Partner_Terms_and_Conditions/Tele2+IoT.pdf

Monogoto

https://content.connectedyou.io/Connectivity_Supplier_Partner_Terms_and_Conditions/monogoto.pdf