"Affiliate" — of a Party means any juridical person that is (a) directly or indirectly owns or controls the Party, or (b) under the same ownership or direct or indirect control of the Party, or (c) owned directly or indirectly or controlled from the Party, as long as such property or control lasts.
"Agreement" — means the agreement between the Company and the Customer, consisting of these General Conditions and any other clause applicable to the Cloud Services.
"Cloud Service(s)" — means cloud-based SaaS (software as a service) network server services provided by the Company to Customer, as outlined in the Agreement.
"Company" — means the company LORIOT AG, a Swiss company with registered office at Zürcherstrassee 68, 8800 Thalwil, Switzerland.
"Customer" — means the company that signs the Contract with the Company.
"General Terms" — means these General Terms and Conditions 2019.
"Intellectual Property Rights" — means all patents, utility models, design rights, copyrights (including the right to modify, modify, develop and assign), trademarks, trade names, inventions, trade secrets, domain names, know-how and any other industrial or intellectual property right (including related applications).
"Party" — and "Parties" mean jointly and separately the Company and the Client.
"Fee(s)" — means the compensation paid by the Customer for the license to use the Cloud Services.
"Web Site" — means the Company's website at https://loriot.io/.
2.1 These General Conditions are applicable to the Agreement between the Customer and the Company and establish the terms under which the Company will provide the Cloud Services to the Customer.
2.2 The Customer enters into a Contract with the Company by completing the relevant form located on the Cloud Services site and accepting these General Conditions and any other clause applicable to the Agreement, as appropriate
2.3 The use of the Cloud Services is subject to the Contract at any time.
3.1 The descriptions of the services that define the features and characteristics of the Cloud Services have been defined on the Company's website. The Company will provide the Cloud Services to the Customer substantially as established on the Company's Website and as set forth in the Agreement.
3.2 The scope of the Cloud Services is not fixed, but may vary depending on the Cloud Services that the Customer chooses to order from time to time, selected from the standard Cloud Services made available by the Company.
3.3 The Customer may, from time to time, order the Cloud Services from the Company under the following conditions:
3.3.1 Orders can be made by the Customer on the Company's Website, Cloud Services UI (user interface) or Affiliated Resellers.
3.3.2 Customer will be responsible for any order placed under Customer's account, either by the Customer, its authorized users, or Customer's data systems automatically, and will be responsible for payment of all Commissions based on orders placed under the Customer's Account;
3.3.3 No order placed by the Customer is valid until acceptance by the Company. It is believed that the Company has accepted the order if it provides the Cloud Services to the Customer. The Company reserves the right to check and limit the Client's orders for the Cloud Services;
3.3.4 After accepting the order, the Company will provide the Cloud Services to the Customer without undue delay.
4.1 All rights, title and interest, including all intellectual property rights relating to the Cloud Services and any changes thereto, belong exclusively to the Company or its licensors. Except for the express license to use the Cloud Services granted to the Customer pursuant to and in accordance with the terms and conditions of the Contract, Customer shall not and will not, under the Contract, obtain any right, license or interest in and for cloud services or any related intellectual property rights.
4.2 Customer will have a limited, non-exclusive, non-transferable and non-sublicensable right to use the Cloud Services during the term of the Contract.
4.3 Customer will be solely responsible for the use of the Cloud Services, including any breach of the Contract by the Customer or one of its authorized users.
5.1 The Customer will be responsible for paying any fees due correctly in accordance with the invoices sent by the Company.
5.2 Customer will be responsible for their devices, systems, applications, connections and software used to access Cloud Services.
5.3 Customer will be responsible for the protection of communications of customer data and data systems and costs for communications and other comparable costs related to the use of the Cloud Services.
5.4 The Customer may authorize users to use the Cloud Services under the Customer's account (for example, to use the Customer's databases). Customer must ensure that all users who authorize the use of the Cloud Services under Customer's account comply with the Agreement at all times and use the Cloud Services only in accordance with the Agreement. Customer will be responsible for any use of the Cloud Services under Customer's account.
5.5 Customer is responsible for ensuring that its authorized users diligently keep their user names and passwords and not disclose them to third parties. The Customer undertakes to inform the Company without delay if a password has been disclosed to third parties or if the Customer has reason to suspect an improper use of a username or password. The Customer's responsibility for the improper use of the Cloud Services through the use of the user's username or password will expire when the Company has received written and sufficiently detailed communication from the Customer.
5.6 The Customer must change the password required for the use of the Cloud Services upon written request of the Company, if necessary, due to the data security risk for the Cloud Services.
6.1 The Customer has access to connect LoRaWAN gateways to the Cloud Services which are performing processes strictly in-line with the LoRaWAN specification.
6.2 A working hard cap is set to 999 gateways connected, and with a written request between Customer and Company, this limit may be increased to a new agreed value.
6.3 Customer gateways shall remain in community access mode as part of the terms of service and gateways can route LoRAWAN data for all Cloud Service Customers to roam, abiding by the LoRaWAN specification.
6.4 The Company retains the rights to resell, market and promote the connectivity of gateways connected to the Cloud Services by Customers and ensures privacy and compliance with the European Data Protection Regulation (“GDPR”) as it comes into effect on May 25, 2018.
7.1 To the extent that the Customer enters personal data in the Cloud Services, the Company (or its subcontractor where appropriate) processes such data on behalf of and for the benefit of the Customer while the Customer remains the controller of such personal data at all times. The Company processes the personal data provided by the Customer to the Company in accordance with the Customer's instructions and applicable data protection legislation.
7.2 The Company implements appropriate technical and organizational measures to protect the Customer's personal data; these measures include the implementation of reasonable and sufficient confidentiality obligations.
7.3 The Company will make available to the Customer the information reasonably necessary to demonstrate compliance with applicable data protection laws and will contribute to the checks carried out by the Customer or his representative in relation to the processing of personal data by the Company. The Company is entitled to charge for any reasonable costs and expenses incurred by the Company.
7.4 Customer understands and approves that Customer's data may be provided to the Company's subcontractors for the purpose of providing the Cloud Services and to ensure and improve their services as well as other purposes set forth in this Agreement. The Company must reasonably ensure that such subcontractors are subject to equivalent requirements in matters of confidentiality and data protection, such as those set forth in this Agreement.
7.6 The Customer is solely responsible for the creation of appropriate backups of his data and the Company or its subcontractors will not be in any way responsible for the cancellation or non-memorization of Customer data or other communications kept or transmitted to the use of the Cloud Services.
8.1 Customer must use and ensure that its authorized users use the Cloud Services in accordance with the following acceptable use policy. The Customer is solely responsible for ensuring that the Cloud Services are not used:
8.1.1 to violate or encourage the violation of the legal rights of others (including, without limitation, intellectual property rights);
8.1.2 to engage, promote or encourage any illegal activity;
8.1.3 to intentionally distribute viruses, worms, Trojan horses, damaged files, hoaxes or other elements of a destructive or deceptive nature;
8.1.4 to violate the security or integrity of any network, computer or communications system, software application or network or processing device (such violations include without limitation unauthorized access, interception of data or traffic or falsification of the 'origin) or to make connections to any user, host or network unless the Customer is permitted to communicate with such network abuses to include without limitation monitoring or scanning, denial of service attacks, intentional interference, open operational proxies, open mail relay or recursive domain open name server, or to avoid system restrictions);
8.1.5 to interfere with the use of the Cloud Services, or the equipment used to provide the Cloud Services, by others;
8.1.6 to disable, interfere with or circumvent any aspect of the Cloud Services;
8.1.7 use the Cloud Services, or any interface provided with the Cloud Services, to access any other product or service of the Company or its subcontractors in a manner that violates their applicable terms of service.
9.1 The Following guidelines are in place for devices using LORIOT Public Network Servers to ensure the highest performance for all users on the network.
9.1.1 Fixed devices should use ADR.
9.1.2 Whenever possible, use OTAA join over ABP, for proper frequency use (channel plan) and Device Address.
9.1.3 Maximum number of uplink messages per device is 480in 24 hours, starting at 0:00 local time.
9.1.4 Maximum number of downlink messages is 24 in 24 hours, starting at 0:00 local time.
9.1.5 System messages are not included in the message count.
9.1.6 Repetition of a message with the same uplink counter is not allowed, use NBTRANS=1 setting.
9.1.7 Sending acknowledged messages both in uplink and downlink direction must be avoided as much as possible.
10.1 The Company will have the right to suspend the provision of the Cloud Services for a reasonable period of time if this is necessary to perform installations, modifications or maintenance work in connection with the Cloud Services or if such suspensions result from the installation, modification or maintenance work. relating to public communications networks.
10.2 The Company will also have the right to suspend the provision of the Cloud Services and / or deny Client access to the Cloud Services without first hearing the Customer due to a data security risk for the Cloud Services or if the legal order or administrative requires the Company to do so or if the Company becomes aware or reasonably suspects any business of the Customer or its authorized users that violates the policies set forth in Section 7 above or if the Cloud Services are used in a contrary or for a purpose prohibited by the Agreement, applicable laws or administrative orders or in a manner that compromises the provision of the Cloud Services to other users.
10.3 The Company will always have the right to suspend the Cloud Services, if the Customer is in default with the payment of the fees due under the Contract and will not pay such fees despite a request for payment within thirty (30) days calculated from the date of such request. The suspension may be continued until the Client has paid all the fees due under the Contract.
10.4 The Client understands that the Cloud Services are hosted by a subcontractor of the Company chosen by the Customer from the options provided by the Company. Such subcontractors may reserve the right to terminate their hosting at any time. The Company will not be responsible in any way for the termination of such services provided by subcontractors.
11.1 The applicable fees for the Cloud Services can be reviewed by request to the service provider. Actual rates for Cloud Services vary depending on Customer's use of the Cloud Services.
11.2 The Company uses a credit card processing service provided by Stripe Payments Europe, Ltd. (https://stripe.com/) ("Stripe") to process payments. The Customer agrees to use the Stripe service and to transfer the data of his credit card (including any personal data contained therein) to Stripe. The Customer is familiar and agrees to be bound by the terms of third parties applicable to the Stripe service.
11.3 As an alternative to point 10.2, the Company may also make use of Bank Transfer services, provided by the Companies bank. Bank Transfers payments are issued via invoice from the company and to be paid within thirty (30) days of issue.
11.4 Rates for the use of the Cloud Services will be billed monthly on the basis of the Customer's use of the Cloud Services. Unless otherwise agreed otherwise, no separate invoice is sent to the Customer, but all Rates are automatically debited to the Customer using the Stripe service described in Section 10.2.
11.5 The Company reserves the right to increase the rates applicable to the Cloud Services where this is justified by the general increase in costs and production expenses of the Company (such as, by way of example, the general increase in costs and labour costs), or in the event of an increase in the costs of third-party offers. The Company will inform the Customer of such change at least thirty (30) days before the effective date of the change. In this case, the Customer will have the right to terminate the Contract with thirty (30) days written notice. The notice of termination must be delivered to the Company in writing before the effective date of the change.
11.6 All rates and rates are set without value added tax (VAT) or any other applicable sales tax, which will be added to the rates and rates in accordance with the applicable tax laws and regulations at that time.
12.1 The Company is not responsible for any indirect, incidental or consequential damages such as loss of profits, revenues or business, damages caused by the decrease in turnover or production or loss, alteration, destruction or corruption of data.
13.1 The Agreement will come into force after the Client has performed the actions indicated in Section 2.2.
13.2 The Agreement will remain in force until terminated by the Customer with immediate effect. For the avoidance of doubt, the Customer has the right to terminate the individual Cloud Services at any time
13.3 Each party may terminate the contract for a just cause with immediate effect upon written notification to the other party if:
13.3.1 the other party becomes insolvent, requires or is found in bankruptcy or liquidation or corporate restructuring or ceases to continue to perform its business
13.3.2 the other Party substantially violates the terms and conditions of the Agreement and fails to remedy the breach within thirty (30) days from the date of receipt of a written notification by a non-defaulting party, such written notice detailing the violation and intention to terminate.
14.1 The Contract will be regulated and interpreted in compliance with the Swiss substantive laws, with the exception of its provisions of law.
14.2 Any dispute, controversy or claim arising from or relating to this Agreement, or the violation, resolution or validity of the same, will be definitively settled by arbitration in accordance with the Arbitration Rules of the Chamber of Commerce, Zurich. The language of the arbitration will be English.
15.1 The Company is free to use subcontractors in the performance of its obligations and exercise its rights under the Agreement.
15.2 The Company will have the right to use its relationship with the Customer in its marketing and sales promotion activities.
15.3 All formal communications and other formal communications between the Parties are made in English.
15.4 The Company will have the right to update the General Conditions in its sole discretion. The Company will notify the Customer of this update at least thirty (30) days in advance. If the Customer does not accept the updated General Conditions, the Customer will have the right to immediately terminate the Contract.
15.5 All the terms and conditions that, by their nature or otherwise reasonably, should survive cancellation or termination of the Contract are also considered to exist.