General Terms Of Service
SATCOM INTERNATIONAL AG
Effective date: 28 October 2024
Overview
These General Terms of Services, along with the SaaS Terms and Conditions, the HaaS Terms and Conditions, Privacy Policy, Data Processing Agreement ("DPA"), and Service Level Agreement ("SLA") (collectively referred to as the "Terms"), constitute a binding agreement between You and SATCOM INTERNATIONAL AG ("We," "Us," or "Our"). These Terms govern Your, Your Affiliates’, Users’, and End-Customers’ rights to access and use the LOXY Cloud Website, LOXY Cloud Platform, and LOXY Apps (collectively, the "Services") under a Subscription during the specified Term.
These General Terms of Service govern the conditions for subscribing to SaaS and HaaS services, as well as for contracting SATCOM professional services. The specific terms detailed in the SaaS and HaaS Terms of Use, which will be provided upon service subscription, also apply.
By accessing or using the Services or Websites, or authorizing or permitting any User to access or use the Services or Websites, You agree to be bound by these Terms.
When you click ‘I Agree/I Accept/Sign Up/Pay Now’ (or similar button or checkbox) when registering for the Services, you are accepting these Terms and the Agreements on behalf of your employer, another entity, or yourself, as applicable, and represent and warrant that: (i) you have full legal authority to bind your employer, such other entity, or yourself, as applicable, to the Terms; (ii) you have read and understand this Terms; and (iii) you agree to this Terms on behalf of your employer, an entity that you represent, or yourself, as applicable.
PLEASE NOTE THAT IF YOU REGISTER FOR THE SERVICES USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU SHALL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK TO ‘AGREE/ACCEPT/SIGN UP/PAY NOW’ (OR SIMILAR BUTTON OR CHECKBOX) WILL BIND YOUR EMPLOYER OR THE OTHER ENTITY TO THIS TERMS.
This Terms is effective as of the earliest of (i) the date you first complete registration for the Services by clicking ‘I Agree/I Accept/Sign Up/Pay Now’ (or similar button or checkbox), (ii) access the Services, or (iii) the effective date set forth on the initial Order (the ‘Effective Date’). For Evaluations, you also indicate your acceptance of the Terms by your accessing or using the applicable Evaluation(s). This Terms do not have to be signed in order to be binding.
Your right to access the Services, whether or not an Order Form and the Agreements has been signed between you and us, is expressly conditioned on your acceptance of this Terms.
If you do not agree with the Terms, or you don’t have the legal authority to bind your employer or another entity, do not click ‘I Agree/I Accept/Sign Up/Pay Now’ (or similar button or checkbox) when presented to you. In this case, you may not use the Services.
These Terms, Agreements and the specific Terms and Conditions for the HaaS e SaaS were last updated in October 2024 and become effective between you and us upon our acceptance of your subscription to the services. We reserve the right to update or modify these Terms, the Specific Terms and Conditions and the Agreements at any time, at our sole discretion. You are responsible for ensuring you have the most current version, which can be requested from us or accessed on the loxy.cloud website. Any updates or changes will be published on the loxy.cloud website and will take effect immediately upon publication. The latest version shall apply from the moment it is made publicly available on the website.
Language and Translations. FOR YOUR CONVENIENCE, SATCOM PROVIDES AUTOMATIC TRANSLATIONS OF THESE TERMS AND RELATED DOCUMENTS INTO MULTIPLE LANGUAGES. HOWEVER, YOU RECOGNIZE AND ACCEPT THAT, IN THE EVENT OF ANY DISCREPANCIES OR CONFLICTS, THE ENGLISH VERSION MUST BE RECOGNIZED AS THE LEGALLY BINDING AND AUTHORITATIVE LANGUAGE. ALL LEGAL INTERPRETATIONS AND OBLIGATIONS WILL BE BASED SOLELY ON THE ENGLISH VERSION.
A. GENERAL TERMS OF SERVICE
1. Definitions
When used in these Terms of Services with initial capital letters, and in addition to terms defined elsewhere in these Terms, the following definitions apply:
1.1. “Terms”: Refers to this set of General Terms of Services, which includes the SaaS Terms and Conditions, HaaS Terms and Conditions, Data Processing Agreement (DPA), Non-Disclosure Agreement (NDA), Privacy Policy, and any other related agreements, policies, and conditions that govern the use of the services provided by Us.
1.2. “Specific Terms and Conditions” “Agreement”: refers to the Software as a Service (SaaS) and Hardware as a Service (HaaS) agreements that you have entered into with us.
1.3. “Services”: Refers to the suite of digital products and platforms defined in these Terms, which include the loxy.cloud Website, LOXY Cloud Platform, and the LOXY Apps. The Services encompass all functionalities, features, and tools made available to You for accessing, managing, and utilizing Our software applications and cloud-based infrastructure as described and governed by these Terms.
1.4. “You”: Refers to the entity—whether a company, sole trader, association, or individual—that enters into a contract or purchases services or goods provided by Us.
1.5. "We," "Us," or "Our": Refers to SATCOM INTERNATIONAL AG and any affiliated company, entity under our control, or branch within the SATCOM Group, acting as the service provider and party to these Terms, responsible for the delivery, maintenance, and support of the services outlined in the agreements.
1.6. “User” or “Users”: Refers to You, Your employees, consultants, or other authorized personnel who (a) are permitted by You to access and use the Services, and (b) have been provided with login credentials by You.
1.7. “Order Form”: Refers to any mutually agreed-upon documentation, such as invoices, purchase orders, or quotations, that outlines the Services and corresponding pricing, and is governed by these Terms.
1.8. “Software Subscription”: Refers to the LOXY Platform, LOXY App, and any software we provide on a monthly or annual subscription basis, as outlined in the Order Form and governed by the Agreements signed with us.
1.9. “Hardware Subscription”: Refers to any hardware provided to you under these Terms and Agreements through a Hardware as a Service (HaaS) subscription, including, but not limited to, LOXY Trackers, LOXY Smart Box, and any other hardware specified in the Order Form.
1.10. “Goods”: Refers to the equipment rented by You from Us under the HaaS Agreement, which is essential for the operation of the LOXY Services.
1.11. “Equipment”: Refers to LOXY trackers, connection cables, LOXY Smart Box, and any other products manufactured, assembled, or provided by Us.
1.12. “SaaS Platform”, “LOXY Cloud Platform”, “Web App”, or “Mobile App”: Refers to the modular software architecture, including LOXY Cloud platform, the website and the associated mobile applications developed and provided by Us.
1.13. “Third-Party Offerings”: Refers to any third-party applications, services, software, or products that are integrated with or interact with the Services we provide.
1.14. “Fee”, “Fees” or “Price”: Refers to the amounts payable by You for the Services, including but not limited to SaaS subscriptions, training, installation, support, and equipment purchase or rental.
1.15. “Loyalty Terms”: Refers to the specific conditions within these Terms that require a minimum commitment period of 24 months, during which you agree to maintain the service. This commitment period is established to cover the costs associated with service activation and any special pricing or discounts provided. Early termination within the 24-month period will result in penalties or fees as outlined in these Terms and in the Agreements.
1.16. “Your Materials”: Refers to any intellectual property, data, information, documents, or other materials that You provide to Us for the purpose of delivering the services.
1.17. “Confidential Information”: Proprietary or confidential information shared by one Party with the other, either before or during the contractual relationship, in any form (written, verbal, or electronic), including but not limited to intellectual property, financial data, trade secrets, client lists, business strategies, and technical know-how. This does not include information that is publicly available, independently developed without reference to the disclosed information, or lawfully obtained from third parties without any confidentiality obligation.
1.18. “Data Protection Laws”: Refers to all applicable data protection and privacy regulations, including but not limited to Swiss and EU laws, the Swiss Federal Act on Data Protection (FADP), the EU General Data Protection Regulation (GDPR), and any other relevant data protection laws and regulations in effect.
1.19. “Intellectual Property Rights”: Refers to rights associated with patents, designs, copyrights, trademarks, trade secrets, domain names, or any other similar forms of intellectual property, whether registered or unregistered, including any pending applications or rights to apply for such protections.
1.20. “Personnel”: Refers to Our employees, consultants, or third-party agents involved in delivering services as specified under the agreement.
1.21. “Data”: Refers to any information shared by You or on Your behalf with Us for the purpose of utilizing the Services.
1.22. “Documentation”: Refers to the online user manuals, training materials, technical specifications, installation guides, release notes, and white papers that We provide to You for both the SaaS and HaaS Services, all of which will be updated as necessary.
1.23. “Service Support”: Refers to the comprehensive range of services provided by Us under the HaaS Agreement, including installation assistance, routine maintenance, technical support, troubleshooting, and hardware replacement to ensure optimal performance of the leased equipment.
2. Age Restriction
You must be at least eighteen (18) years old to access and use the LOXY Cloud Platform, LOXY Mobile Apps, or any related Services unless a lower minimum legal age is permitted in Your jurisdiction. By using Our Services, You represent and warrant that You meet the applicable minimum age requirement in Your country and have the legal capacity to accept these Terms. We are not liable for any unauthorized or improper access resulting from the misrepresentation of age.
3. Execution of these Terms
3.1. By clicking ‘I Agree/I Accept/Sign Up/Pay Now’ (or any similar button or checkbox) when registering for the Services, you accept these Terms and the related Agreements and Specific Terms and Conditions on behalf of your employer, another entity, or yourself, as applicable.
3.2. Upon acceptance of these Terms and completion of your order, we will provide you with an Order Form detailing your order and the relevant agreements for signature, including, where applicable, (i) the Software Subscription Agreement and (ii) the Hardware Subscription Agreement. The contract term, along with invoicing, will commence on the date you (i) first complete registration for the Services by clicking ‘I Agree/I Accept/Sign Up/Pay Now,’ (ii) access the Services, or (iii) as specified in the Order Form or Agreements.
4. Loyalty Terms
4.1. The conditions outlined in these Terms and the associated Specific Terms and Conditions for SaaS and HaaS are set for an initial period of 24 (twenty-four) months from the date of service activation (the ‘Loyalty Period’), as detailed in the previous clause, unless a different period is specified in the subscription form for the relevant Service(s).
4.2. You may request information from Us at any time regarding the charges payable in the event of early termination of the Loyalty Period or deactivation of any covered services. At the end of the Loyalty Period, these Terms will automatically renew for successive one-year periods, with pricing adjusted to the standard monthly rate for agreements without a loyalty period, unless either party provides written notice of termination at least 90 days prior to the renewal date.
5. Service Subscription
5.1. You agree to pay the fees specified in the applicable Order Form (the "Price" or "Fee"). Payment can be made either annually in advance
5.2. Fees will be charged on a monthly basis as outlined in the Order Form and as specified in these Terms of Use and in the Specific Terms and Conditions. Any additional charges, including those for add-on services or features, will be detailed on the LOXY Website, Platform, or in Your Order Form.
5.3. You hereby irrevocably authorize Us to charge Your designated credit card for all amounts due under these Terms, including subscription fees and additional service fees. Such payments will be processed automatically when they become due and payable as outlined in these Terms.
5.4. You are solely responsible for acquiring and maintaining all required equipment, licenses, permits, and consents necessary for the use and operation of the Services provided by Us. Prior to the activation of the SaaS license, You must ensure that all preparatory steps, including but not limited to the installation and configuration of any necessary hardware or software, have been completed to enable the effective use of the Services.
5.5. Hardware Subscription is available only to customers with an active SaaS subscription. Subscribing to hardware is not possible without an active SaaS subscription or without including it in your initial order at the time of subscription. Once you have subscribed to the Software as a Service (SaaS), you can add additional licenses and a hardware subscription at any time.
6. Service Offerings and Plans
6.1. LOXY Business Plans
We offer three distinct LOXY Business plans to meet Your needs:
a. Loxy Business: Provides essential business management functionalities for standard operational requirements. This option can be used without requiring a hardware license, as you can utilize a GPS-enabled device, such as a mobile phone or tablet, for this purpose.
b. Loxy Business PRO: It includes advanced analytics and reporting functions to enhance decision-making and business insights. The solution allows you to manage your entire fleet, tasks, orders, and tours with ease. Key features include Asset Management, Warehouse Management, and the ability to add optional add-ons, such as Mission Control, not available in the basic version.
c. Loxy Business Enterprise: Tailored for organizations requiring extensive customization, additional support, and advanced integrations to manage complex business processes. Please get in touch to find out more.
6.2. LOXY Tracking Plans
The LOXY Tracking module is designed to provide comprehensive tracking and management of vehicles and assets, available in three plans:
a. LOXY Tracking: Offers essential tracking features such as real-time location monitoring and basic reporting.
b. LOXY Tracking Pro: It offers advanced tracking functionalities, including reports. Additionally, it supports optional add-ons not available in the basic version, such as drive style, and provides technical capabilities for integrating more advanced tracking devices.
c. LOXY Tracking Enterprise: Suited for large-scale operations with complex tracking requirements, offering extensive customization options and enhanced support. Please get in touch to find out more.
6.3. Transmission Interval and Route Playback
The transmission interval can be customized according to the application and the customer's specific needs, with options ranging from 5 seconds to 15 minutes. You can define the desired interval at the time of purchase. Additionally, the route can always be reviewed and monitored using the 'playback function' feature.
6.4. Tracker Installation Fees
The installation of trackers under a subscription plan incurs an additional cost, which must be included at the time of placing your order. For further details, please refer to the Specific HaaS Terms of Use.
6.5. License App Selection
Upon subscribing, the customer chooses the Web license and can add a Mobile license. You can select one of our apps—LOXY 4WorkTime, LOXY 4Tracking, or LOXY 4Drivers—based on Your specific needs. The preferred option can be chosen at the time of subscription, with related costs detailed in the Order Form.
6.6. LOXY Cloud Subscription and Usage
LOXY Cloud subscription costs will automatically adjust, either increasing or decreasing, based on your actual service usage, with prior notice. Upon sign-up, you can select your desired cloud storage amount. If your monthly usage exceeds your current subscription limits, requiring an upgrade, we will notify you at least 10 days in advance. If you do not accept the required changes, the availability or functionality of your contracted services may be affected.
6.7. Geographical Variation of Offers and Service Plans
Our offers, service plans, and applicable taxes are dependent on the country in which You are located and may vary accordingly. Pricing, service features, and tax rates can differ from country to country. All charges will be determined based on Your location at the time of subscription and may be adjusted to reflect local laws, regulations, and market conditions.
7. Subscription and Pricing Terms
7.1. Fee Structure & Payment Terms
a. Subscription Fees: You agree to pay the subscription fees outlined in the applicable Order Form for the selected plan ("Price" or "Fee"), which may be billed on a monthly or annual basis, as specified. All fees are exclusive of value-added tax (VAT) and any other applicable taxes or charges, which will be applied to the invoice total based on Your jurisdiction.
b. One-Time Charges: Any one-time fees, such as setup, activation, or hardware installation fees, will be detailed in the Order Form or in the Specific Terms. These fees are payable within the timeline specified in the respective invoice.
c. Additional Services: Any fees for add-on services, custom functionalities, or other non-standard solutions not covered under the subscription plan will be quoted separately and subject to agreement in a supplemental document.
d. Offers: Any promotional offer provided at the time of subscription is contingent upon your commitment to remain with us for the specified loyalty period.
7.2. Invoicing & Payment Methods
a. Invoicing Frequency: Invoices will be issued based on the agreed billing cycle outlined in the Order Form, either monthly or annually, depending on the selected payment schedule.
b. Payment Methods: You agree to make all payments exclusively using a valid credit card, which must be provided and kept up to date throughout the duration of these Terms and the Agreements. This credit card will be the sole approved method of payment for all fees and charges related to the SaaS and HaaS services, including any one-time fees and any additional services or supplements You choose to add to your account with Us.
c. Due Dates: All payments must be made using a valid credit card provided at the time of registration on the LOXY Cloud Platform. You authorize Us to automatically charge the designated credit card for all fees when they become due. All fees are exclusive of value-added tax (VAT) and any other applicable taxes, duties, or charges, which will be applied to the total invoice amount based on Your jurisdiction and local regulations.
7.3. Late Payment
a. Default Interest: Late payments are subject to interest charges at the legal rate applicable at the time of default, calculated from the due date until the amount is fully paid.
b. Suspension of Services: If any amounts owed by You are overdue by ten (10) days or more, We reserve the right, without waiving any other rights or remedies, to suspend Your account and any of Your authorized Users’ access to the Services until such amounts are settled in full.
c. Reactivation Fees: You shall bear any additional costs related to the reactivation of Services following suspension due to non-payment, including administrative fees.
7.4. Price Changes & Adjustments
a. Price Adjustments: We may revise the subscription prices or introduce new fees at the end of each billing cycle. You will be notified of any changes at least thirty (30) days prior to the change taking effect.
b. Fixed Pricing During Current Cycle: The agreed prices in the current Terms are guaranteed to remain fixed throughout the current billing period. However, We may, at our discretion, offer You more favourable terms without requiring the execution of a new Agreement.
c. Notification of Changes: Any changes to the pricing or subscription terms will be communicated via email or posted on the LOXY Platform. Your continued use of the Services after such notice constitutes acceptance of the revised pricing.
8. Your Account
8.1. To access and utilize the contracted Services provided by Us, You must create a Client Account on the LOXY Cloud Platform. During the registration process, You are required to provide accurate and complete information as requested. You are responsible for ensuring that all information provided remains accurate and up-to-date throughout the duration of Your use of the Services.
8.2. We reserve the right to request additional information or documentation, as necessary, to verify Your identity or ensure compliance with applicable regulations. Such requests will be handled in accordance with Our Privacy Policy. Failure to provide the requested information may result in restricted access to or suspension of the Services.
9. LOXY User Roles
We categorize Users within the LOXY Platform into two primary roles: "Users" and "Admins." Each role is defined to ensure appropriate access and functionality based on specific responsibilities and operational requirements.
9.1. Users: This role encompasses individuals who access the LOXY Platform to perform tracking, management, and operational tasks. Users have the ability to view pertinent information, utilize basic functionalities, and engage with the services provided under their designated permissions.
9.2. Admins: Admins are granted elevated privileges to oversee and manage the broader operations of the LOXY Platform. Individuals in this role can configure platform settings, manage User accounts, assign roles, and access a comprehensive set of features that facilitate effective oversight and administrative control over the entire system.
These role distinctions are established to maintain a secure and well-structured platform environment, ensuring that all Users have access appropriate to their needs while safeguarding system integrity.
10. SATCOM's obligations and commitments
10.1. We are committed to delivering high-quality software and hardware services under these Terms, ensuring transparency with You and Your Users. We strive to uphold these Terms accurately and in good faith throughout the duration of our contractual relationship. Our priority is the continuous enhancement of our software, hardware solutions, platform functionalities, and overall service quality.
10.2. We guarantee that Your SaaS and HaaS services will be provided with a strong focus on security, performance, and maximum availability within reasonable operational capacities. The Service Level Agreement (SLA) defines the acceptable levels of platform availability, response times, and support standards for both services, to which We are fully committed.
11. Intellectual Property
11.1. Ownership of Intellectual Property
All rights, titles, and interests in and to the LOXY Cloud Platform, LOXY Apps, software, hardware designs, documentation, trademarks, and any other proprietary materials, including but not limited to any improvements, modifications, or derivative works thereof (collectively, "Our Intellectual Property"), are and shall remain the sole property of SATCOM INTERNATIONAL AG and its affiliates. No ownership rights are transferred to You or any third party under these Terms.
11.2. License to Use
Subject to Your compliance with these Terms, We grant You a non-exclusive, limited, non-transferable, non-sublicensable, and revocable license to access and use Our Intellectual Property solely for Your internal business purposes and for the duration of the Agreements. This license is granted strictly for the use of the Services as outlined in these Terms and in the SaaS and HaaS Agreements. Upon termination or expiration of the Agreements, this license will automatically terminate, and You must immediately cease all use of Our Intellectual Property.
11.3. Restrictions on Use
Customer acknowledges that it does not have any ownership or other rights in or to Our Services, Hardware, or Intellectual Property, except as explicitly described in these Terms or the Agreements. We shall retain exclusive ownership of all rights, title, and interest in and to all aspects of Our Intellectual Property, including but not limited to inventions (patented or not), copyrights and works of authorship (whether registered or not), software applications, source code, object code, algorithms, APIs, processes, workflows, and any improvements, enhancements, or modifications thereof that are developed by Us in connection with the Services or Hardware.
Nothing in these Terms shall be construed as a license, transfer, or grant of any ownership rights to You with respect to Our Intellectual Property, including any patented, patentable, copyrighted, or trade secret-protected elements, or any other proprietary technology, product, or process capable of protection under intellectual property laws worldwide. To the extent that We do not retain exclusive ownership of any intellectual property, We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use it, including incorporation into Our Services and Hardware.
Subject to Your compliance with these Terms, You are granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use Our Intellectual Property solely in connection with the Services and Hardware provided, and only for the duration of the Agreements. Upon termination or expiration of the Agreements, this license will automatically terminate, and You shall cease all use of Our Intellectual Property.
12. Ownership of Hardware
All Hardware-as-a-Service (HaaS) products provided under these Terms and in the Specific Terms and Conditions remain Our property throughout the subscription term. You acknowledge and agree that you have no ownership rights to the hardware during or after the subscription period. The hardware shall remain the exclusive property of Us, and nothing in this agreement grants You any rights or title beyond the right to use the hardware as outlined in the Specific Terms and Conditions.
13. License Limitations and Overutilization of APIs
The license to use Our Intellectual Property is contingent upon adherence to these Terms, including the appropriate use of the LOXY Platform's Application Programming Interfaces (APIs). The use of a single credential by multiple Users or any overutilization of the APIs beyond the contracted scope shall be deemed a breach of these Terms and may result in suspension or termination of the Services.
14. Reservation of Rights
All rights not expressly granted herein are reserved by SATCOM. No additional licenses or rights are conferred to You by implication, estoppel, or otherwise. Any use of Our Intellectual Property outside the scope of the granted license is strictly prohibited.
15. Feedback and Suggestions
We welcome Your feedback, suggestions, and comments regarding the Services ("Feedback"). By providing Feedback, You agree that:
a. SATCOM shall have full ownership rights to use, incorporate, and exploit any Feedback in its products and services without any obligation to consult or compensate You.
b. Any Feedback provided shall not be considered Confidential Information, and We may use it in our sole discretion.
16. Ownership of Client Content
While SATCOM retains ownership over Our Intellectual Property, You retain all rights to any content, data, or materials provided by You or on Your behalf in connection with the use of the Services ("Your Content"). You grant SATCOM a non-exclusive, worldwide, royalty-free license to use, display, and distribute Your Content as necessary for Us to provide the Services. This license is limited to the duration of the Agreement and for the purposes set out therein.
17. Handling of Infringement Claims
If You believe that any of Your Intellectual Property rights have been infringed upon or violated by the publication or use of content by another user of Our Services, You may contact us at compliance@satcom-int.com. We will review Your claim and, if necessary, take appropriate action in accordance with Our policies and applicable laws.
18. Service interruptions
We may need to interrupt your access to the LOXY Platform, Mobile Apps, or our Services for scheduled or unscheduled emergency maintenance services/work. You acknowledge that your access may be affected by unforeseen or unscheduled interruptions for any reason and that we will not be liable for any damages or losses caused by such disruption necessary for the better functioning of the Services. The Service Level Agreement (SLA) will be observed concerning necessary interruptions. Interruptions will in no way relieve You from the obligation to pay the full amounts set out in the Order Form.
19. Termination and Effects of Termination
These Terms and Conditions and the Specific Terms and Conditions may be terminated by either Party under the following conditions.
19.1. For Cause: Either Party may terminate the Agreement if the other Party fails to fulfil its material obligations under the Agreement and does not remedy such failure within thirty (30) days of receiving written notice. Grounds for termination for cause include:
a. Non-Payment: If You fail to make any payments due within sixty (60) calendar days from the due date, We may terminate the Agreement and suspend access to all Services.
b. Breach of Terms: Any violation of the terms outlined in this Agreement, such as unauthorized use of the LOXY Platform or breach of license restrictions, will constitute grounds for immediate termination.
c. Insolvency: If You become unable to pay debts, enter into negotiations for restructuring with creditors, have a liquidator appointed, or are subject to a winding-up or administration order, We may terminate the Agreement.
Upon any termination for cause by You, you will not be entitled to a refund of any fees already paid, including those that cover the remainder of the subscription term beyond the effective date of termination. In the case of termination for cause by Us, You are obligated to pay any unpaid fees covering the remainder of the term for all Order Forms beyond the termination date. If the termination is due to Your late payment, accrued late interest at the maximum rate permitted by law will apply to the outstanding balance. In no event shall any termination relieve You of the obligation to pay any fees owed to Us for services provided up to the effective termination date.
19.2. For Convenience: Either Party may terminate the Agreement without cause by providing ninety (90) days’ written notice before the end of the initial or renewal term. Termination for convenience shall not relieve the Client from any payment obligations accrued prior to termination.
20. Suspension of Services
In the event of non-payment or breach of the Terms, We reserve the right to immediately suspend all or part of Your access to the LOXY Platform, LOXY Apps, and related Services without further notice if any amounts due are overdue by ten (10) days or more. This suspension may occur as an initial penalty, and all outstanding balances will become immediately due and payable. During this period, any data You have entered into the Services, as well as any customizations made, may be permanently lost unless payment is made within the specified time. You will also be responsible for any additional costs associated with reactivating the Services, including administrative fees and reconnection charges. Suspension does not waive Our right to terminate the Terms or claim damages.
21. Effects of Termination
Upon termination of the Agreement for any reason:
21.1. Cessation of Services: All rights and licenses granted to You under this Terms and in the specific Terms and Conditions shall immediately cease. Your access to the LOXY Platform, LOXY Apps, and all associated services will be revoked.
21.2. Obligation to Pay Outstanding Fees: All fees, including subscription fees, additional service charges, and any other amounts owed to Us, shall become immediately payable.
21.3. Costs Arising from Termination for Default: If termination occurs due to Your default, You will be responsible for all costs related to the suspension and/or cancellation of the subscription, including but not limited to administrative fees, reactivation charges, and any costs related to the enforcement of Our rights under the Agreement.
22. Data Retention and Transfer
Upon termination or expiration of the Agreement:
22.1. Data Retention: We reserve the right to delete or restrict access to any Client data stored within the LOXY Platform thirty (30) days after termination unless otherwise agreed in writing.
22.2. Data Transfer: If You request the transfer of data to a third-party system, this shall be subject to additional fees for data migration and transfer as outlined in the Data Processing Agreement. Requests for data transfer must be submitted in writing within fifteen (15) days of termination.
23. Closing of Accounts
Accounts associated with the LOXY Platform may only be closed once all associated services have been terminated and all amounts due up to the time of termination have been fully paid.
24. Data Protection and Privacy
24.1. Data Protection and Privacy: We respect Your ownership of all Service Data submitted to the LOXY Platform, while We retain ownership of anonymized or aggregated Usage Data for service improvement. By using our Services, You grant Us a non-exclusive, royalty-free license to process and use Service Data as needed to provide and enhance the Services, in accordance with the Terms. Upon termination, We may delete or restrict access to Your data, unless otherwise requested, and data transfers to third-party systems are subject to additional fees as outlined in the Terms and the Data Processing Agreement (DPA). We implement appropriate security measures to protect Your data and may share it with authorized third-party providers to maintain the Services. You are responsible for obtaining all necessary consents for the collection and transfer of data, in compliance with applicable laws, such as the GDPR and FADP. For full details on our data practices, including cross-border data transfers and data retention, please refer to the DPA and Privacy Policy in force.
24.2. Cookies: To enhance Your experience and ensure the proper functioning of Our Services, We use cookies and tracking technologies on Our domains, as well as on LOXY applications and social media platforms. These cookies help Us collect behavioural data, perform analytics, and personalize the content displayed to You, among other purposes. For more detailed information about the types of cookies We use, why We use them, and how You can manage Your preferences, please refer to Our Cookie Policy. There, You’ll find guidance on managing cookies, details on third-party cookies, and how they may affect Your experience when using Our services.
25. LOXY Support Services
We provide comprehensive support through the LOXY Cloud platform to assist You with inquiries, technical issues, and troubleshooting needs. The platform includes an AI-powered tool to help resolve common concerns efficiently, along with access to FAQs and automated resources. You can reach Our support team through email for detailed inquiries, and the knowledge base offers articles, guides, and tutorials covering best practices for using the LOXY Platform. Our support services are governed by the Service Level Agreement (SLA), which outlines expected response times, availability, and resolution timelines based on the severity of the request. We are committed to delivering a responsive support experience, but We reserve the right to adjust the scope of services or modify offerings with appropriate notice. Clients requiring enhanced support beyond the standard SLA may request additional support plans.
B. General Provisions
1. Applicability of these Terms
These Terms define the general framework for the use of the LOXY Cloud Platform, LOXY Websites, LOXY Apps and Our Hardware subscription service. In the event of any conflict between these Terms and other Agreement, DPA, NDA, or similar documents, these Terms shall prevail,
2. Changes to these Terms
We reserve the right to modify these Terms without prior notice to You. Any new version of this document will supersede previous versions upon its effective date. Your continued use of the LOXY Cloud Platform, LOXY Apps, and Services after the effective date will constitute Your acceptance of the modified Terms. SATCOM may also update or modify the LOXY Platform APIs and Service functionality from time to time. If backward compatibility cannot be maintained, We will notify You at least thirty (30) days prior to implementation.
3. Purchases through Authorized Resellers
If You have purchased the Services through an authorized distributor or reseller ("Reseller"), these Terms will govern Your use of the Services. All billing and invoicing will be managed directly by Us, even if the purchase was facilitated through the Reseller.
We are not bound by any terms or obligations beyond those outlined in these Terms unless otherwise agreed in writing.
4. Survival
Termination or expiration of these Terms does not nullify the rights and obligations of either Party that, by their nature, are intended to survive, including but not limited to provisions relating to payment, confidentiality, limitation of liability, indemnity, intellectual property rights, and Your license to use Our Service Data. Upon termination, You will lose access to Our Services, and unless otherwise stipulated in these Terms, We are not obligated to refund any fees previously paid.
5. Change of Ownership of the Client
You may not terminate this Agreement prematurely in the event of the sale, transfer, or restructuring of Your business. Similarly, You cannot terminate the Agreement due to the sale, decommissioning, or replacement of vehicles or equipment linked to Our Services. You must ensure that any successor assumes the existing contractual obligations or make the necessary arrangements to transfer the Services to other vehicles or equipment owned by You, at Your own expense.
6. Transfer of Rights
Neither these Terms nor any part of any other Agreement in effect between the Parties may be assigned, sold, leased, or otherwise transferred by You without Our prior written consent. However, We may assign, transfer, or delegate Our rights and obligations under these Terms of Service to any of Our affiliates, or in connection with a merger, acquisition, or sale of assets. In such cases, these Terms shall be binding upon and shall inure to the benefit of any successors or assigns.
7. No Warranties
You acknowledge and agree that Your use of the loxy.cloud Website, LOXY Cloud Platform, LOXY Apps, and any Services provided by Us are at Your sole risk. All Services are provided on an "As Is" and "As Available" basis, without any express or implied warranties of any kind, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that the LOXY Cloud Platform, LOXY Apps, or Services will meet Your requirements or that they will be uninterrupted, secure, or error-free. Furthermore, We make no warranty regarding the accuracy, reliability, or completeness of any information provided through the Services. You assume full responsibility for any damages or data loss resulting from Your use of the Services, and We shall not be held liable for any such damages or losses under any circumstances.
Exception for HaaS Services: We warrant to You during the Terms that: (a) the Hardware will perform in accordance with its Specifications in all material respects, and (b) the number of operational components or units shall meet the quantities specified in the applicable Order, as determined solely by reference to data collected by Our monitoring systems upon completion of quality control testing.
This warranty does not apply to the extent that any non-conformance is caused by: (i) abuse, misuse, neglect, negligence, accident, improper storage, or use contrary to the Documentation, Specifications, or this Agreement, including, without limitation, provisions regarding the Hardware’s expected useful life; (ii) improper handling, installation, maintenance, or repair (unless performed by Our personnel); (iii) unauthorized alterations; (iv) Force Majeure events; or (v) use in conjunction with any third party goods or software not provided or approved by Us.
8. Limitation of Liability
To the maximum extent permitted by applicable law, We shall not be liable to You for any indirect, incidental, special, consequential, punitive, or exemplary damages arising from or related to the use of the loxy.cloud Website, LOXY Cloud Platform, LOXY Apps, or Services. This includes, but is not limited to, damages for loss of profits, sales, goodwill, time, business interruption, data loss, commercial loss, content loss, inconvenience, or any other intangible losses. This limitation applies regardless of the form of action—whether in contract, tort, negligence, strict product liability, or any other legal theory—even if We have been advised of the possibility of such damages in advance.
Furthermore, Our total aggregate liability, and Your sole and exclusive remedy for any claim arising under these Terms, shall not exceed the total fees paid or payable by You to Us for the Services during the 12 months preceding the event giving rise to the claim.
9. Severability
If any provision of these Terms or the Specific Terms and Conditions, or any part thereof, is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The Parties agree to replace any invalid provision with a valid one that best reflects the original intent and purpose of the invalidated clause.
No Waiver: Our failure to enforce any provision of these Terms at any time does not constitute a waiver of that provision or of any other provision in these Terms of Services.
10. Calculation of Deadlines
All deadlines mentioned in these Terms shall be calculated on consecutive calendar days, starting from the day following the occurrence of the triggering event, unless otherwise specified.
11. No Agency, Partnership, or Joint Venture
Nothing in these Terms shall be construed as creating an agency, partnership, or joint venture between the Parties. Neither Party has the authority to bind the other Party to any third party or to incur any obligations on behalf of the other.
12. Headings for Convenience
The headings used in these Terms are for convenience only and do not affect the interpretation or meaning of any provisions.
13. Force Majeure
We shall not be liable for any failure or delay in the performance of Our obligations due to circumstances beyond Our reasonable control, including but not limited to fire, hurricanes, earthquakes, explosions, wars, sabotage, accidents, floods, acts of God, strikes or other labour disputes, riots or civil commotions, epidemics, pandemics, government regulations, or the issuance or extension of existing government orders (“Force Majeure”).
However, in no event will a lack of funds be considered a Force Majeure event. You and we agree that neither of us will be responsible for delays or non-performance resulting from these uncontrollable events, as long as both parties act diligently to mitigate the effects
14. Indemnification
You agree to indemnify, defend, and hold harmless Us, Our affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses, including legal fees, arising from or related to Your use or misuse of the LOXY Cloud Platform, LOXY Apps, and Services, or any breach of these Terms.
15. Counterparts and Electronic Acceptance
These Terms, the Specific Terms and Conditions and any related Agreements may be executed in counterparts, including electronic signatures, which shall be considered as valid as original signatures. Similarly, the placement of an Order or acceptance of an electronic version of these Terms shall be deemed as Your consent to be bound by all applicable terms and conditions.
16. Electronic Communications
We may communicate with You electronically regarding the Services, including notices, amendments, and other information.
17. Dispute Resolution
a. If any dispute, controversy, or claim ("Dispute") arises from these Terms, SaaS Terms and Conditions, associated Contracts or Agreements, or use of the LOXY Cloud Platform and Services, the Parties agree to first attempt informal resolution by written notice and good faith discussions for thirty (30) days.
b. If unresolved, the Dispute shall be settled by binding arbitration under the Swiss Arbitration Centre rules, conducted via videoconference or in Zurich, Switzerland, unless another venue is agreed upon. The arbitration decision will be final and binding, and each Party will bear its own costs unless otherwise required by the arbitration rules.
c. Notwithstanding the above, either Party may seek injunctive or equitable relief in the courts of Zurich, Switzerland, to protect its Intellectual Property Rights, data security, or other proprietary rights. The Parties agree that Disputes will be resolved on an individual basis and waive any right to participate in a class action or jury trial.
18. Jurisdiction, Venue, and Governing Law
These Terms shall be governed by and construed in accordance with the laws of Switzerland, without reference to conflict of laws principles. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zurich, Switzerland.