1.1. The Client must agree to these Terms before the Client can use the Services. If the Client does not agree to these Terms the Client must not access or use the Services. The Client can agree to the Terms either by using the Services, by submitting information to Smart IT Vision or by clicking a box that indicates that the Client agrees to these Terms.
1.2. Depending on the Client’s location, some of the terms in these Terms may not apply to the Client. If there is a conflict between these Terms and any mandatory legal requirements applicable, such mandatory legal requirements shall prevail.
1.3. Smart IT Vision and the Client are independent legal entities that act and trade under their own names, for their own accounts and on their own risks. Nothing in these Terms shall make either party an employee, franchisee, agent or legal representative of the other party for any purpose whatsoever. Neither party may in any respect represent the other party or enter into any agreements or other commitments on the other party’s behalf.
2.1 The Services enable the Client’s call center to assign taxi reservations to its vehicles. Within the scope of the Services, Smart IT Vision also provides the App to be used in the Client’s vehicles. The Services also enable passengers to book the Client’s taxis on the Website or through the App; all such passenger use of the Website or the App is subject to Smart IT Vision’s terms and conditions for such use. The Services are further described on the Website. If the Client enables its subsidiaries, agents, licensors, managers, consultants, officers, directors, employees (including drivers), contractors, advisors, affiliates or similar, (jointly the “Representatives”), to use the Services, Smart IT Vision provides the Services to the Client who in turn provide access to the Services to its Representatives. The Client shall be fully responsible under these Terms for the acts and omissions of its Representatives.
2.2. Smart IT Vision is constantly changing and improving the Services, the Website and the App. Smart IT Vision may add, remove or alter third party providers, functionalities or features, and may suspend or stop providing the Services, the Website and/or the App (or part thereof) altogether. The Client is not under any circumstances entitled to any compensation of any form for any such addition, removal, alteration or suspension.
Intellectual Property Rights
3.1. Smart IT Vision or its licensors own all intellectual property rights and all other rights (whether or not capable of registration) relating to Smart IT Vision’s business including the Service, the Website, the App and its content, trademarks, domain names and any other materials, documentation or services made available to the Client or otherwise offered by Smart IT Vision. The information is protected by law, including Swedish and foreign intellectual property law and market law. This means that trademarks, company names, product names, images and graphics, designs, layouts and information on products, services and other content published on the Website or in the App may not be copied or used without Smart IT Vision’s prior written consent. Subject to the Client’s proper fulfilment of these Terms, Smart IT Vision grants the Client a personal, non-assignable and non-exclusive license to use, and enable its Representatives to use, the software provided to the Client by Smart IT Vision as part of the Services. This license is for the sole purpose of enabling the Client and its Representatives to use the Services as provided by Smart IT Vision, in the manner permitted by these Terms. The Client may not copy, modify, distribute, sell or lease any part of the Services or included software, nor may the Client reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or the Client has Smart IT Vision’s written permission. The Client shall not, directly or indirectly, during the term of the Agreement or thereafter, use, register or try to register any i) trademark or any other words or phrases, or ii) name of a company or organization, which are or may be considered as similar to Smart IT Vision’s trademarks, or attempt to do anything of the aforesaid.
3.2. If the Client breaches this section 3, the Client shall pay 100,000 US Dollars to Smart IT Vision in liquidated damages for each such breach. These liquidated damages shall not exclude Smart IT Vision from any other remedy, including its right to claim damages corresponding to the actual damage suffered by Smart IT Vision.
4.1. The Client warrants that all information provided to Smart IT Vision is correct and valid, and that the Client will use the Services from the country which the Client has informed Smart IT Vision of. The Client is liable for any additional costs or damage suffered by Smart IT Vision due to the Client providing incorrect or false information.
4.2. The Client warrants and undertakes that it shall at all times conduct its business and use the Services, the Website and the App in full conformity with all applicable laws and regulations as well as in compliance with good and sound business practice. This includes but is not limited to that the Client may under no circumstances, and shall procure that no Representatives, use the Services to publish, distribute or otherwise transmit any data or information that
(a) constitutes agitation against a national or ethnic group, slander, incitement to crime or is otherwise unlawful, abusive, harassing, vulgar, obscene or offensive;
(b) it does not have the right to distribute by law or agreement;
(c) is infringing, contributes to infringement or encourages others to infringe intellectual property rights or trade secrets;
(d) constitutes marketing, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of advertising;
(e) contains any viruses, trojans, Internet worms, malware, or that may otherwise damage or adversely affect the Services; or
(f) otherwise causes damage or other inconvenience to Smart IT Vision or third parties.
4.3. The Client must ensure that no unauthorized person or entity (i.e. any other person or entity than the Client and its Representatives) is able to use its login details. The Client may not disclose its usernames and passwords to any unauthorized person and must ensure that documents containing the Client’s usernames and passwords are kept in such a way that unauthorized persons cannot gain access to the information. If the Client suspects that any unauthorized person has obtained access to its passwords, the Client must notify Smart IT Vision immediately by e-mailing support at Smart IT Vision. The Client is responsible for all acts or omissions by an unauthorized person using the Client’s login details if the Client has not provided such notification.
4.4. Smart IT Vision has the right to, at any time, shut down a Client or a Representative and terminate the account if the Client violates the Terms or otherwise uses the Services in a way that may cause Smart IT Vision or a third party any harm. Smart IT Vision may terminate the account if the Services have not been used by the Client during a period of 12 months. Upon Smart IT Vision’s termination or shutdown pursuant to this clause, any upfront paid Credits shall be considered forfeited.
4.5. The Client acknowledges that, for the proper performance of the Services, Google Chrome shall be used when accessing the Services through the Website. Also, each vehicle/driver must be equipped with an iPhone or Android device which has GPS functionality and supports 3G, and has a mobile phone subscription which enables the transfer of data. The Client is solely responsible for the technical equipment and any additional services needed to use the Services, such as computers, mobile phones, mobile phone subscriptions and Internet access.
4.7. We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
The Client may contact Smart IT Vision with support matters by e-mailing Smart IT Vision using the contact information available on the Website. Smart IT Vision strives to respond to such support requests at its earliest convenience. For the avoidance of doubt, it is noted that Smart IT Vision does not undertake to handle support matters within any specific time or in accordance with any specific requirements, unless such have been agreed with Client in the Agreement. Smart IT Vision has the full right to deny support to a Client.
Fees and pricing
6.1 In order to use the Services, the Client shall purchase account credits, (the “Credits”), on the Website. The Credits are added to the Client’s account, are non-refundable and are deemed to be used at the time of purchase. The Client shall fully reimburse Smart IT Vision for any refunds granted by any third party payment provider. Credits are deducted per active vehicle and per week in accordance with the from time to time valid prices which are available to the Client on the Website. For the purpose of these Terms, a week starts at the time of the vehicle activation and ends at the same time seven days later. The prices may be increased, changed or amended by Smart IT Vision at any time. Any Credits purchased after any such increase, change or amendment will be priced at the new price, unless the parties have agreed otherwise in the Agreement.
6.2. Any taxes, including VAT, or charges or levies of any form imposed on the delivery of the Services, if any, shall be borne by the Client and are thus in addition to the prices for Credits which have been published on the Website or agreed in the Agreement.
6.3. The Client is only able to activate additional vehicles if the Client has sufficient Credits. A vehicle activation occurs when a driver (being a Representative) logs in and starts a shift with a vehicle, which is currently not activated. The Credits must be used within 12 months from purchase, and will otherwise be invalidated without compensation to the Client.
6.4. The Client is responsible for all costs related to its or its Representatives’ use of the Services. The Client may at any time view the current amount of available Credits on the Website.
All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to Smart IT Vision or to any of its business matters, which has been disclosed or may be disclosed to the Client or which the Client has or may otherwise become aware of in connection with its use of the Services, shall at all times be kept strictly confidential by the Client and not be used by it for any other purpose than the use of the Services in accordance with (and the fulfilment or enforcement of) these Terms, nor be disclosed by it to any third party without the prior written consent of Smart IT Vision. The obligation of confidentiality does not apply when the Client is required by law, regulation or a governmental decision to disclose information.
8.1. The Client agrees to indemnify, defend, and hold harmless Smart IT Vision, its subsidiaries, agents, licensors, managers, consultants, officers, directors, employees, contractors, advisors, affiliates, and partners (collectively “Affiliates”) from and against all claims, losses, liability, expenses, damages, judgments, awards and costs (including reasonable attorney’s fees), related to or arising from (i) any breach of these Terms, (ii) the Client’s use or misuse of any intellectual property rights, material or information owned, posted, provided, transmitted or otherwise made available to the Client by Smart IT Vision, (iii) the Client’s access to or use of the Services, the Website, the App and its related content, (iv) the Client’s violation of any third-party right, including intellectual property and privacy rights, (v) the Client’s violation of a law, rule, or regulation, or (vi) another party’s use of the Services or App using the Client’s account.
8.2. Smart IT Vision reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, the Client agrees to cooperate with any reasonable requests assisting Smart IT Vision’s defense of such matter.
8.3 Smart IT Vision reserves the right to access, read, preserve, and disclose any information as we believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request or requests from police departments, (ii) enforce Smart IT Vision’s Terms and conditions, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Smart IT Vision, its users and the public.
9.1. Smart IT Vision DOES NOT AND CANNOT WARRANT THAT THE SERVICES, THE WEBSITE OR THE APP OPERATE IN A MANNER THAT IS COMPLETELY ERROR FREE, NOR THAT INFORMATION PROVIDED IS ALWAYS ACCURATE.
9.2. USE OF THE SERVICES IS AT THE CLIENT’S SOLE RISK, AND THE CLIENT ASSUMES FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. THE CLIENT MAY NOT USE THE SERVICES TO MANAGE EMERGENCY HEALTH CARE OR SIMILAR TASKS. IT IS THE CLIENT’S RESPONSIBILITY TO ASCERTAIN THAT USE OF THE SERVICES IS LEGAL IN THE CLIENT’S JURISDICTION. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OR CONDITIONS. Smart IT Vision RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSION IN ANY PORTION OF THE SERVICES, THE WEBSITE OR APP, WITH OR WITHOUT NOTICE TO THE CLIENT.
9.3. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Smart IT Vision AND ITS AFFILIATES HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE CLIENT UNDERSTANDS THAT Smart IT Vision CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES, THE WEBSITE OR THE APP WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. Smart IT Vision WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE CLIENT’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE CLIENT’S USE OF THE SERVICES.
9.4. WITHOUT LIMITING THE FOREGOING, Smart IT Vision AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE SERVICES AND INFORMATION RETRIEVED FROM THEM. Smart IT Vision AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR COMPLETENESS, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES, OR DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO ON THE WEBSITE.
9.5. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of liability
10.1. ALL LIABILITY RELATING TO THE REPRESENTATIVES’ USE OF THE SERVICES IS EXHAUSTIVELY REGULATED IN THE AGREEMENT BETWEEN THE CLIENT AND THE REPRESENTATIVE AND Smart IT Vision UNDERTAKES NO LIABILITY DIRECTLY TO THE REPRESENTATIVE.
10.2. IN NO EVENT SHALL Smart IT Vision OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICES, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SERVICES. Smart IT Vision SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE CLIENT OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. Smart IT Vision UNDERTAKES NO LIABILITY TOWARDS THE CLIENT FOR ANY MALFUNCTION OR NON-COMPATIBILITY OF THE CLIENT’S EQUIPMENT AND CONNECTED SERVICES WITH THE SERVICES.
10.3. Smart IT Vision DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES OUTSIDE Smart IT Vision’S REASONABLE CONTROL IN CONNECTION WITH OR RELATED TO IMPROPER CUSTOMER USE OF THE SERVICES.
10.4. FURTHERMORE, Smart IT Vision WILL NOT BE RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM (A) UNAUTHORIZED ACCESS TO, OR HACKING OR TAMPERING OF, THE CLIENT’S ACCOUNT OR THE INFORMATION THEREIN, (B) UNAUTHORIZED ACCESS TO OR USE OF Smart IT Vision’S SERVERS AND ANY PERSONAL INFORMATION STORED THEREIN, OR (C) BUGS, VIRUSES, TROJAN HORSES, MALWARE, OR OTHER DESTRUCTIVE CODE.
10.5. THE CLIENT AGREES THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK. IF THE CLIENT IS NOT SATISFIED WITH THE SERVICES, IT’S SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE ITS USE OF THE SERVICES.
10.6. TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY MANDATORY APPLICABLE LAW, SUCH LIMITATIONS SHALL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.
10.7. In no event shall Smart IT Vision’s total liability to THE CLIENT for all damages (other than as may be required by applicable MANDATORY law in cases involving personal injury) exceed A SUM CORRESPONDING TO THE CLIENT’S PAYMENTS FOR THE SERVICES DURING ONE (1) MONTH IMMEDIATELY PRECEDING THE CLAIM.
Term and Termination
These Terms shall remain in full force and effect between Smart IT Vision and the Client for an indefinite term until terminated by either party giving to the other party not less than six months written notice to that effect. This section shall not affect Smart IT Vision’s right to (i) suspend or stop providing the Services, the Website and/or the App (or part thereof) altogether, as set out in section 2.2 above, or (ii) shut down a Client or Representative or to terminate an account, as set out in section 4.4 above.
12.1. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Smart IT Vision’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
12.2. The Client may not assign or transfer any rights under these Terms to any other entity or person. Any attempted transfer or assignment shall be null and void. Smart IT Vision may assign or transfer its rights without restriction.
12.3. The provisions of these Terms are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.
12.4. If and to the extent that Smart IT Vision’s performance of its obligations under these Terms is impeded or made unreasonably onerous by circumstances beyond its reasonable control, Smart IT Vision shall be released from liability in damages and any other penalties for delay in performing or failure to perform such obligations.
12.5. Smart IT Vision shall have the full right to, at any time, decide if the Client’s vehicles shall be visible and/or bookable on any third party website and/or app provided by Smart IT Vision.
12.6. Smart IT Vision’s App, including rebranded versions of the App, can only be used with the Service. If the Client stops using the Service the rebranded vecrsion of the App remains the property of Smart IT Vision, in the same way as all other software developed by Smart IT Vision is the property of Smart IT Vision.
12.7. Smart IT Vision has the right to, at any time, shut down a Client or a Representative and terminate the account if the Client uses the Services in a way that the Service in not intended to be used or uses the Service in a way to avoid paying the full fees for the Service. Upon Smart IT Vision’s termination or shutdown pursuant to this clause, any upfront paid Credits shall be considered forfeited.
12.8. Smart IT Vision has the right to, at any time, shut down a Client or a Representative and terminate the account if the Client or a Representative acts in an abusive, harassing, vulgar, obscene or offensive way towards Smart IT Vision or its Affiliates. Upon Smart IT Vision’s termination or shutdown pursuant to this clause, any upfront paid Credits shall be considered forfeited.
Governing law and disputes
13.1. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
13.2. Specifically excluded from application to these Terms is the United Nations Convention on the International Sale of Goods.
13.3. Disputes relating to the rights and/or obligations stated in the contract documents shall be determined by Linköping district court in Sweden or optionally, if Smart IT Vision in its own discretion chooses so, by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Linköping. The language to be used in the arbitral proceedings shall be English.
14.1. This section 14 is solely applicable to the App when provided for iPhone.
14.2 The Client acknowledges and agrees that (i) these Terms are concluded between the Client and Smart IT Vision only, and not Apple, Inc. nor its subsidiaries (hereinafter –“Apple”); (ii) Smart IT Vision, and not Apple, is solely responsible for the App and the content thereof; (iii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (iv) in the event of any failure of the App to conform to any applicable warranty, the Client may notify Apple, and Apple will refund the purchase price for the App to you; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App; (vi) Apple is not responsible for any claims, losses, liabilities, damages, costs, or expenses that the Client or its Representatives may have arising out of their use of the App; (vii) Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim related to the App or the Client’s or its Representatives’ possession and use of the App, nor is Apple responsible if the App or the Client’s or its Representatives’ possession and use of the App infringes any third party’s intellectual property rights; and (viii) the Client acknowledges and agrees that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms, and that, upon the Client’s acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against the Client as a third party beneficiary thereof.
14.3. The Client represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) it is are not listed on any U.S. Government list of prohibited or restricted parties.