General Terms and Conditions

1. General

1.1 These general terms and conditions (the “Terms”) apply to all agreements regarding subscriptions for the use of the Idfyed Service, (as defined below), unless otherwise specifically agreed in writing. The Service is provided by Idfyed Solutions AB, Swedish company registration no. 559189-1006 (“Idfyed”) to the Customer in accordance with the Supply of Service Agreement (as defined below).

1.2 These Terms shall also apply to any other additional service provided by Idfyed to the Customer, such as integration, implementation, customisations, adaptions or other consultancy services that may be agreed upon, and such services shall then be deemed included in the “Service” for the purpose of these Terms, unless separate terms are provided therefore.

1.3 The agreement between Idfyed and the Customer regarding the Service consists of (i) the Supply of Services Agreement (as defined below), (ii) these Terms, and (iii) any appendices mentioned in the Supply of Services Agreement or in these Terms (collectively referred to as the “Agreement”).

2. Definitions

Customer”: The company or individual defined as Customer in the Supply of Services Agreement.

Customer Data”: Any data or information, including personal data and technical information relating to the Customer, or its customers, employees or equipment, provided to Idfyed by, or on behalf of, the Customer, by use of the Service.

“Documentation”: Any service description, manual, instruction or other documentation related to the Service, including the Idfyed Playground, provided through Idfyed’s website www.Idfyed.com or otherwise disclosed by Idfyed to the Customer, as applicable from time to time. For software, only object code is included.

“Idfyed Playground”: The documentation, samples of source code and tools provided on https://idfyed.github.io/playground/.

“Intellectual Property Rights”: All copyright, rights in software and source code, databases, designs,  trademarks, patents  and other intellectual property rights and all rights or forms of protection having equivalent or similar effect anywhere in the world, in each case whether registered or unregistered, and registered includes registrations, applications for registration and renewals whether made before, on or after execution of this Agreement and the right to assert superior rights thereto;

“Platform”: A software based platform for the identification and authorisation of individuals through software applications installed on mobile phones.

“Service”: The identification service based on the Platform provided as a cloud-based software service and thereto related Idfyed applications including an API for external integration and including any new versions and updates thereof made in line with 4.2 below.  For software, only object code is included.

Supply of Services Agreement”: The agreement entered into between Idfyed, which may include fees, payment terms, term of the Agreement and other commercial terms as regards of the Service.

“Use”:  Use the Service and Documentation for the purpose of installing and integrating the Service in the Customer or Users products, IT environments and/or websites and demonstrate the Services to prospective Users.

“Users”: The Customer’s customers, or any other third party, which the Customer choose to give advantage of the Service in accordance with the Agreement.

3. License

3.1 Subject to the terms in the Agreement and the Customer’s payment of the fees specified in the Supply of Services Agreement, Idfyed grants the Customer, for the term specified in the Supply of Services Agreement, a non-exclusive, non-transferable, non-sublicensable and limited license to Use the Service and the Documentation. for the Customer’s own business only.

3.2 Nothing in these Terms or otherwise in the Supply of Services Agreement shall be construed as to give the Customer and/or Users any rights to copy, alter, modify or translate anything included in the Platform,  the Service and/or the Documentation or de-compile, disassemble, reverse-engineer or attempt to derive source code or create derivative works of the Platform and/or the Service or any part thereof, or knowingly allow or consent to others to do anything of the above.

4. Provisions of Service

4.1 Idfyed will provide the Service in accordance with what is set out in the Documentation. Idfyed delivers the Service as a cloud-based software to which the Customer will get access through an API provided by Idfyed for external integration of the Service in the Customer’s IT environments and/or website as agreed upon between the parties. For the avoidance of doubt, integration, implementation or activation services, or particular customisations or adaptions of the Service for the Customer, will not be provided by Idfyed unless specifically agreed in the Supply of Services Agreement or otherwise in writing.

4.2 Idfyed may make updates to the Documentation and/or Service as it deems fit (including, without limitation, improvements, additions, and changes for the removal of non-essential functions from the Service), and will provide reasonable notice thereof to the Customer.

5. Access to and use of the Service

5.1 The Customer shall comply with and always use the Service in accordance with relevant laws and regulations, as well as the Documentation and any other instructions provided by Idfyed, and shall ensure that Users comply with the Documentation, in particular regarding User accounts, passwords and login details. What is said in the Agreement and the Documentation regarding use of the Service by the Customer shall, in applicable parts, apply also to use by Users. The Customer shall inform Users about the scope and limitations of the Customer’s and Users’ usage rights, and the Customer is responsible for all acts and use of the Service by Users as for its own acts and use. The Customer may make, or have Idfyed make, modifications to the settings of the Service through the API included in the Service in accordance with the Documentation, and the Customer is then responsible for all such modifications and settings.

5.2 The Service may not be used (i) for any unlawful or other purpose for which it is not intended, including transmitting, uploading or posting any computer viruses or harmful files, codes or programs by use of the Service; (ii) in any way so that the Service is interrupted, damaged, rendered less efficient or the functionality of the Service in any way impaired, or that may be damaging or disruptive to Idfyed’s other customers, or their use of the Service, or to computers or other equipment; or (iii) in any other way that could reasonably be expected to affect Idfyed or the Service adversely or reflect negatively on the goodwill, name or reputation of Idfyed or the Service.

5.3

5.4 The Customer shall provide Idfyed with all information reasonably requested in order to set up and provide the Service as agreed, and promptly notify Idfyed of any change in such information.

5.5 In order to access the Service, or a particular feature or version thereof, the Customer may be required to install or update certain software and/or to make API or settings changes etc. The Customer is responsible for maintaining all equipment, software, applications, communication services and routines required in order to use the Service in accordance with the Agreement or as otherwise instructed by Idfyed from time to time.

5.6 The Customer is responsible for keeping all passwords and account details relating to the Service confidential and shall ensure that no person other than the Customer gets access to and can use the API included in the Service and provided by Idfyed. In the event that the Customer suspects there is unauthorised access to or use of the API and/or the Service, the Customer shall immediately notify Idfyed thereof. The Customer shall at all times maintain the security of its IT environment’s, such as the operating environment, network, applications, text, pictures or other data used in connection with the Service, and ensure that the Customer Data is secure and free from viruses etc. For the avoidance of doubt, Idfyed is not liable for the Customer’s hardware or software, including files or data uploaded or used in connection with the Service, or for any unauthorised use of User accounts or otherwise of the Service.

5.7 If the Customer does not comply with this Section 5, Idfyed is entitled to suspend/shut down the Service until rectified by the Customer. Further, the Customer shall indemnify and hold Idfyed harmless from any costs or claims resulting from the Customer’s use of the Service in violation of the Agreement, including this Section 5.

6. Functionality and service levels

6.1 Idfyed strives to ensure that the Service operates in accordance with its specifications twenty-four (24) hours a day. However, the Customer is aware and acknowledges that it is not possible for Idfyed to guarantee that the Service will be functionally and technically flawless, and temporary failures and interruptions may occur.

6.2 Idfyed shall provide support to the Customer, and service levels shall apply, in accordance with any applicable Service Level Agreement(s) between Idfyed and the Customer. Idfyed responsibility set out in any such applicable Service Level Agreement(s) constitutes Idfyed’s entire obligation and liability towards the Customer in respect of support and service levels related to the Service.

7. Fees and payment

7.1 Applicable fees and prices for the Service are set out in the Supply of Services Agreement and/or its appendices. All prices are exclusive of VAT and similar taxes.

7.2 If Idfyed and the Customer have not agreed in writing on applicable prices or on the price for any additional service or work performed by Idfyed, such as integration, implementation, customisations, adaptions or other consultancy services, Idfyed’s standard price list applicable at the time of delivery of such service or work shall apply.

7.3 Unless otherwise agreed, the fees for the Service will be charged as follows. The start-up fee shall be charged upon signing of the Supply of Services Agreement. The Service subscription fee will be charged yearly in advance, the first Service subscription fee will be charge within thirty (30) days of the Service’s start date. The transaction fees will be charged quarterly in arrears. Consultancy services and other additional services will be charged on a current account.

7.4 All invoices from Idfyed under the Agreement are payable within ten (10) days from invoice date. In case of late payment Idfyed may, without prejudice to any other right or remedy available to Idfyed, charge interest on the unpaid amount and collection charges in accordance with the applicable statutory rate. Any overdue payment shall carry interest in accordance with the Swedish Interest Act (SFS 1975:635). In addition to other available remedies, Idfyed may immediately suspend the Service, and/or terminate the Agreement with immediate effect pursuant to Section 8.2.a below, if full payment is not received when due.

7.5 Idfyed may at any time adjust any prices subject to changes in regulations, taxes, fees or similar circumstances beyond Idfyed’s control. Idfyed may also adjust any prices for features including third party software components, corresponding to price adjustments made by relevant third parties. Any price adjustment pursuant to this Section 7.5 shall have effect one (1) month after Idfyed notifies the Customer thereof.

7.6 Furthermore, notwithstanding anything to the contrary in the Agreement, Idfyed may at any time adjust the prices set out in the Supply of Services Agreement by giving the Customer four (4) months written notice.

8. Term and termination etc.

8.1 The Service is provided on a subscription basis, as from the commencement date and for the term of the Agreement. The term of the Agreement is twelve (12) months from the Service’s start date unless otherwise specifically agreed in writing between the parties. If neither Idfyed nor the Customer terminates the Agreement by giving the other party three (3) months’ written notice before the end of the term of the Agreement, the Agreement shall continue on the same terms and conditions for subsequent periods of twelve (12 ) months until terminated by either party with three (3) months’ written notice before the end of such twelve month period.

8.2 Either party shall be entitled to terminate the Agreement with immediate effect by written notice to the other party, if:

  1. the other party has committed a material breach of the Agreement and does not, where possible, fully rectify such breach within thirty (30) days of the other party giving written notice thereof; or
  2. the other party is declared insolvent, is subject to an application or order of bankruptcy or company reorganisation, suspends its payments or otherwise can be presumed to be insolvent.

8.3 Idfyed is also entitled, with immediate effect, to terminate the Agreement or part of the Agreement relating to a specific Service feature or any additional service, if the Customer’s use of the Service is inconsistent with Section 5 (Access to and use of the Service) or if a third party supplier or subcontractor terminates an agreement with Idfyed and, as a consequence, it is not commercially reasonable for Idfyed to continue providing the Service or such specific feature or additional service.

8.4 The provisions contained in the Agreement that that are expressed or by their sense and context are intended to survive the termination of the Agreement shall so survive, including but not limited to this Section 8 and Sections 9, 10, 12 and 14.

8.5 Upon termination, the Customer shall not be entitled to recover any excess amount of payments made in advance, unless the Customer terminates the Agreement with immediate effect in pursuant to Section 8.2.1 above

8.6 Upon termination, the Customer shall immediately cease its use of the Service and the Documentation, including all Intellectual Property Rights related thereto, and, at Idfyed’s decision, return or delete any and all confidential information or other equipment or materials received from Idfyed. If the termination only relates to a certain Service feature or any additional service, the aforesaid shall apply only to such feature or additional service.

9. Confidentiality

9.1 Neither party may disclose to a third party any information received from the other party which is confidential, or can reasonably be assumed to be confidential, including, without limitation, any technical information, information on business secrets, source codes, login information or security methods for access to the Service, and the terms of the Agreement. This does not apply to information that (i) is or becomes publicly known without the breach of the Agreement; (ii) was known to the receiving party prior to receipt from the disclosing party or disclosed by a third party without any obligation of confidentiality; or (iii) the disclosure is required by law, regulatory body or an agreement with a stock exchange where the party is listed, or similar. Each party is responsible for ensuring that their sub-contractors, consultants and employees respect corresponding confidentiality obligations.

9.2 The confidentiality obligation set forth in Section 9.1 above shall remain in effect during the term of the Agreement and for a period of three (3) years after the termination of the Agreement.

10. Intellectual property rights

10.1 Each party remains the exclusive holder of all i) Intellectual Property Rights owned, developed or otherwise acquired prior to the Agreement ii) all Intellectual Property Rights developed or otherwise acquired independently of the Agreement and iii) all Intellectual Property Rights which are modifications, modifications or derivatives of Intellectual Property Rights already held by such party and the other party shall not have any right of use to such other than as expressly provided in the Agreement.

10.2 Idfyed and/or its licensors hold all Intellectual Property Rights to the Service, the Documentation, the Platform and Idfyed’s website, including any updates, files or data being uploaded to or performed on the Service by Idfyed. Nothing in the Agreement shall be interpreted as a transfer of such rights, or part thereof to the Customer.

10.3 For the sake of clarity were Idfyed performs customisations, modifications and/or adaptions on Intellectual Property Rights already held by the Customer the result of such customisations, modifications and/or adaptations, shall remain with the Customer but Idfyed shall be the exclusive owner of any other Intellectual Property Rights being the result of such customisations, modifications and/or adaptions.

10.4 The Customer may not remove, suppress or modify in any way any trademarks, copyright notices or other proprietary markings of Idfyed from any material in connection with the Service and/or the Documentation such as the wording “Idfyed – your digital identity”, unless explicitly agreed between the parties. The Customer shall always adhere strictly to brand guidelines and any other policies and/or instructions provided by Idfyed.

10.5 If a third party makes an intellectual property claim against the Customer based on the Customer’s use of the Service and/or Documentation, the Customer shall (i)  immediately notify Idfyed in writing of the claim and relevant circumstances; (ii) allow Idfyed at its sole discretion and expense, to control the defense of the claim and decide on conciliation in the Customer’s name; and (iii) act in accordance with Idfyed’s instructions, assist and cooperate with Idfyed to the extent reasonably requested by Idfyed, and issue any and all documents (including powers of attorney) needed, without any cost to Idfyed.

10.6 If a competent court finally determines that the Customer’s use of the Service and/or Documentation in accordance with the Agreement constitutes an intellectual property infringement, Idfyed shall compensate the Customer, subject to Section 12 below, for direct costs and damages that the Customer is found liable to pay, provided that the Customer has adhered to its obligations under Section 10.4 above. Idfyed may further, at its own discretion ensure the Customer’s right to continued use of the Service and/or Documentation or corresponding non-infringing service, or cancel the Service and repay the Customer any fees paid for the remaining term of the Agreement, without interest and with deduction of any reasonable benefit the Customer has had from the Service. This Section 10.6constitutes Idfyed’s entire obligation towards the Customer with respect to any infringement in a third party’s intellectual property rights.

10.7 The Customer shall defend Idfyed, at its own expense, against any claim regarding infringement of intellectual property rights due to circumstances on the Customer’s side, caused by the Customer’s use of the Service, the Customer Data or which is otherwise due to the Customer’s data or software, used by the Customer in connection with the Service. The Customer shall indemnify and hold Idfyed harmless against any costs or damage that Idfyed may become liable to pay in relation to such infringement claim.

11. Personal data etc.

11.1 Idfyed will be data controller in relation to personal data, processed in connection with the Service, which the User has provided to Idfyed. When the User decides to transfer personal data to the Customer, the Customer is the controller of such personal data.  However, in certain circumstances, Idfyed may store personal data, included in Customer Data or otherwise, for which the Customer is data controller under applicable personal data legislation and in such case Idfyed shall be considered as data processor. The parties shall then enter into a separate data processing agreement which shall apply to Idfyed’s processing of personal data on behalf of the Customer.

11.2 Idfyed may use Customer Data in aggregated or anonymous form, for uses in statistics and product development purposes.

12. Limitation of liability

12.1 Neither party shall in any event, except in case of willful misconduct or gross negligence, be liable to the other party under the Agreement for any loss of profit, loss of data, interruption of business, costs of procurement of substitute goods or services or any other indirect, incidentalor consequential damages of any kind, whether in contract, tort or otherwise.

12.2 A party shall not be responsible or liable in any way for failure, delay or omission in the performance of its obligations under the Agreement resulting from any cause or circumstance beyond its reasonable control, including, but not limited to, fire, flood, other natural disasters, war, labour strike, interruption of transit, terrorist acts, accident, general interruptions of data or telecommunication facilities, power or network interruptions, general and unforeseen computer virus attacks and similar incidents, explosions, civil commotion, and acts of any governmental authority, provided that party affected by such cause or circumstance shall give prompt notice thereof to the other party.

12.3 The Customer is solely responsible for all agreements, of any kind, entered into by its use of the Service, and it is expressly acknowledged that Idfyed is only an intermediary providing the Service and not a party to any such agreements. For the avoidance of doubt, Idfyed has no responsibility or liability whatsoever in relation to the content or consequences of agreements etc. for which the Customer uses the Service, and Idfyed is never obligated to supervise or intervene in any agreement or relationship between the Customer and a User or other third party.

12.4 The Customer is always solely responsible for assessing and ensuring that Users executing agreements, transactions or other legal acts executed by use of the Service has the legal capacity to do so. Idfyed has no responsibility or liability in connection with disputes between the Customer and any User.

12.5 Except for what is expressly set out in the Agreement, the Customer shall be solely responsible for ensuring that the Service, including any integration, implementation, customisations or adaptions thereof, fulfils the Customer’s and Users’ needs and wishes for use of the Service for a particular purpose. For the avoidance of doubt, unless otherwise stated in the Supply of Services Agreement or its appendices, Idfyed makes no warranties or representations, whether express or implied, in relation to the Service, including to the Service’s completeness, timeliness, accuracy, reliability, satisfactory quality, and/or fitness for a particular purpose.

12.6 Idfyed is not in any event liable for any cost, damage or loss of any kinds caused by or related to (i) any third parties, or third party products or services, whether integrated in the Service or not; (ii) modifications or changes to the Service made by anyone other than Idfyed or made according to the Customer’s or its suppliers’ instructions, or (iii) any Customer Data or negligence on the Customer’s side.

12.7 Idfyed’s entire liability for claims arising out of or in relation to the Agreement shall not exceed the aggregate fees paid by the Customer to Idfyed for the Service during a time period of twelve (12) months preceding the event triggering the claim. The existence of more than one (1) claim from the Customer shall not enlarge or extend the abovementioned limitation of liability.

13. Miscellaneous

13.1 Amendments and additions to the Agreement must be in writing and duly executed by both parties. However, notwithstanding the aforesaid, Idfyed may make amendments to these Terms as Idfyed deems necessary or appropriate (i) in connection with any updates of or additions to the Service and (ii) in response to changes in any relevant legislation or other circumstances beyond Idfyed’s control.

13.2 The Agreement contains the entire agreement between Idfyed and the Customer with respect to its subject matter, and supersedes all previous and contemporaneous negotiations and understandings between the parties in relation thereto, whether written or oral.

13.3 Nothing contained in the Agreement shall be construed or implied as creating a partnership, agency or similar relationship between Idfyed and the Customer or any of its employees.

13.4 All notices pursuant to the Agreement shall be in writing and shall be deemed to have been duly received (i) on the day of delivery, if hand delivered, (ii) five (5) days after the date of posting, if sent by registered mail (Sw. rekommenderat brev), and (iii) when the sender’s fax system or e-mail generates a message confirming successful transmission of the total number of pages on the notice, if sent to the parties’ respective contact persons and addresses set out in the Supply of Services Agreement.

13.5 The parties may not assign any of their rights or obligations under the Agreement to a third party without the other party’s prior written approval. However, Idfyed may assign its right to receive payment to any third party, without the Customer’s approval.

14. Applicable law and dispute resolution

14.1 The Agreement shall be governed by the substantive law of Sweden.

14.2 Any dispute controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Gothenburg and the language to be used in the arbitral proceedings shall be English, unless otherwise agreed between the Parties.