Terms and Conditions

Last updated: 2024-11-24

Vyer’s digital platform for property management, operation, and handling of building information is provided to the Customer as a Software as a Service (SaaS) solution via Vyer’s website. This includes the non-downloadable software accessible to the Customer through the website, as well as other software, functionality, and services or products that may be provided or made available to the Customer by Vyer from time to time (collectively referred to as the “Service”).

By using the Service, you confirm, as a representative of your employer or another legal entity (collectively referred to as "you" or "your"), that you have read, understood, and accepted these General Terms and Conditions and Vyer’s applicable policies made available from time to time (together with the Order Form, the “Agreement”), and you agree to comply with them. By accepting, you enter into a legally binding agreement with Vyer Technologies AB ("Vyer").

The use of and access to the Service are subject to the terms of this Agreement. If you enter into this Agreement on behalf of your employer or another legal entity, you guarantee that you are authorized to enter into this Agreement on behalf of your employer or such legal entity, which thereby becomes a party to this Agreement ("Customer").

Vyer and the Customer are individually referred to as a "Party" and collectively as the "Parties."

1. Definitions

In this Agreement, the following terms shall have the meanings assigned to them below:

"General Terms and Conditions" means these terms governing the use of the Service.
"User" shall have the meaning described in Section 3.
"User Licenses" shall have the meaning described in Section 7.
"Agreement" refers collectively to these General Terms and Conditions, Vyer’s applicable policies (e.g., regarding data processing), any applicable Order Forms, and any data processing agreements executed between the Parties.
"Agreement Period" refers to the time period specified in an Order Form during which the Service and Add-On Services are provided to the Customer.
"Order" means an order for a License to the Service and/or an order for Add-On Services placed by the Customer to Vyer via the Service, Vyer’s website, an Order Form, or other means provided by Vyer from time to time.
"Order Form" means a form specifying details and any specific terms for an Order as agreed upon by the Parties via the Service, Vyer’s website, or other means provided by Vyer from time to time.
"Customer" means the legal entity entering into this Agreement.
"Customer Data" shall have the meaning described in Section 5.
"Confidential Information" shall have the meaning described in Section 12.
"License" shall have the meaning described in Section 4.
"License Fee" shall have the meaning described in Section 8.
"Model Change" shall have the meaning described in Section 11.
"Organization Account" means the Customer’s account for accessing the Service.
"Add-On Services" shall have the meaning described in Section 11.
"Service" collectively refers to Vyer’s software accessible via the website, as well as other software, functionalities, services, or products provided or made available to the Customer by Vyer from time to time.
"Vyer" refers to Vyer Technologies AB.

2. Orders

Vyer provides the Service and/or Add-On Services, and the rights in this Agreement are granted, in accordance with an Order for the Service and/or Add-On Services placed by the Customer to Vyer ("Order").

A Customer holding a License may place Orders for Add-On Services, as well as expand and/or modify their License. All Orders must be placed via the Service, Vyer’s website, or a separate Order Form ("Order Form"). In the event of a conflict between these General Terms and Conditions and an Order Form, the terms of the Order Form shall prevail.

3. Customer Account

Organization Account

The Customer accesses the Service through an organization account ("Organization Account"). The Customer may have multiple users accessing the Organization Account through the Service ("Users"). The number of users within the Customer’s organization is unlimited, subject to the limitations in Section 4, and the Customer may ensure the Service meets the needs of the entire organization through the Organization Account.

The Customer agrees to provide accurate and complete account information, securely store login credentials and passwords for the Service (including those of its Users), act responsibly to prevent misuse of the Service, and immediately notify Vyer if unauthorized use of the Organization Account or Service is detected. The Customer is responsible for its Users' use of the Service and for ensuring Users comply with the terms of this Agreement as if acting on behalf of the Customer.

4. License and Permitted Use of the Service

License

In accordance with the provisions of this Agreement and Vyer’s applicable and available instructions, the Customer is granted a non-exclusive, non-sublicensable, and non-transferable license to access and use the Service internally for its intended purpose ("License").

Restrictions

The Customer may not, either manually or through automated means, provide access to the Service via its Organization Account in a manner that is clearly unreasonable or constitutes misuse of the Service. Additionally, the Customer may not provide access to the Service for users not affiliated with the Customer’s organization.

The Customer may not itself, nor allow third parties to:

License, sell, transfer, distribute, or otherwise commercially exploit or make the Service available to third parties.
Circumvent or disrupt the security features of the Service.
Copy, decompile, decrypt, or otherwise modify the Service.
Create derivative works based on the Service.
Use the Service in a way that disrupts its functionality, imposes an unreasonable burden, or leads to the transmission, distribution, or uploading of harmful material, such as viruses, worms, Trojan horses, spyware, or other potentially malicious software or information.
Use the Service in violation of applicable laws, regulations, this Agreement, or any applicable third-party terms.

Suspension or Restriction of Access

If Vyer suspects that the Customer is using the Service in violation of this Agreement or in a manner that may harm Vyer or third parties, the Customer must cease such use upon Vyer’s request. If the Customer does not cease such use within seven (7) days of Vyer’s notice, Vyer may immediately suspend or restrict access to the Service without limiting Vyer’s right to terminate the Agreement.

Notice of Infringement

The Customer must promptly inform Vyer if it:

Detects any infringement or attempted infringement that could affect the Service.
Becomes aware of or reasonably suspects that claims may be brought against the Customer or Vyer due to the Customer’s use of the Service.

5. Data

Customer Data

Customer Data includes all information uploaded to the Service by the Customer or Users, either manually or via sharing internal systems, or by Vyer when assisting with data imports to the Customer’s Account. This includes, but is not limited to, building data, information on fire alarms, card readers, fans, messages, attachments, files, cases, components, properties, groups, and other similar content and information ("Customer Data").

Aggregated Data

Aggregated Data includes all anonymized and compiled data derived from the processing of Customer Data or access to the Service by the Customer or Users. This data cannot identify the Customer or Users in any way and includes all statistics or other analyses, information, or data based on or derived from the Service ("Aggregated Data").

Use of Customer Data

The Customer grants Vyer an irrevocable, non-exclusive, and non-transferable right to use Customer Data:

As necessary to provide, improve, and develop the Service and fulfill its obligations under this Agreement.
To prevent and address technical and security-related issues.
To provide support.
To investigate breaches of the Agreement.
As otherwise explicitly approved in writing by the Customer.

Vyer’s right to use Customer Data for the purpose of improving and developing the Service shall remain in effect indefinitely, even after the termination of this Agreement.

Customer’s Responsibility for Customer Data

The Customer is responsible for the accuracy, quality, legality, reliability, and suitability of Customer Data and must ensure that any necessary permissions or approvals are obtained before uploading Customer Data to the Service.

The Customer is solely responsible for maintaining backups of Customer Data. While Vyer agrees to take commercially reasonable steps to maintain the security and integrity of Customer Data within the Service and protect it from unauthorized access, Vyer shall not be held liable for any loss of Customer Data.

6. Intellectual Property

Vyer’s Intellectual Property

Ownership of the Service (including user interface, content, information, features, and other materials contained within or displayed on the Service, excluding Customer Data) and all related intellectual property rights (including but not limited to inventions, designs, copyrights, and related rights) and Aggregated Data belong to Vyer or applicable third parties.

Customer’s Intellectual Property

Ownership of Customer Data and any associated intellectual property rights belong to the Customer or applicable third parties. Vyer does not claim ownership of Customer Data.

Transfer of Rights

Except as explicitly stated in this Agreement, no intellectual or other rights belonging to Vyer, the Customer, or third parties shall transfer under this Agreement. Neither Party may use the other Party’s intellectual property rights without prior written consent.

Service Development

All intellectual and other rights, including but not limited to copyrights and related rights, created by Vyer alone or in collaboration with the Customer or third parties within the scope of the Customer’s use of the Service (e.g., changes or customizations made to meet the Customer’s needs), shall belong to Vyer or its subcontractors/license providers, as applicable.

7. Fees and Payment

Fees

The Customer shall pay Vyer a license fee applicable for the Agreement Period ("License Fee") in accordance with the terms of the Order Form. The License Fee is calculated based on the number of activated square meters, or square feet where applicable, over time for each property, as determined through a calculation model agreed upon between Vyer and the Customer. The size and initial License Fee are detailed in the Order Form for each property. Price is adjusted annually according to the Swedish consumer price index (Sw. Konsumentprisindex 1980=100). Vyer may adjust prices at any other rate at the beginning of a new license period as stated in the Order Form.

Prices in an Order Form are stated exclusive of value-added tax (VAT) or any other relevant sales tax. Standard data traffic charges may apply in connection with the use of the Service.

Payment

Vyer invoices the Customer according to the intervals specified in the Order Form as agreed upon by the Parties.

The Customer shall pay the invoice within thirty (30) days from the invoice date. In case of late payment, Vyer reserves the right to charge late payment interest in accordance with the Swedish Interest Act (1975:635).

If the Customer fails to pay the fees under this Agreement, Vyer may, with immediate effect, suspend or restrict the Customer’s or certain Users’ access to the Service without prejudice to Vyer’s right to terminate the Agreement.

8. Support

Vyer shall provide support to the Customer regarding the Service as detailed in the communication between Vyer and the Customer or as specified in the relevant Order Form. Beyond the agreed-upon support, Vyer continuously works to improve the Service, including its support. Support is available via the email address: support@vyer.com.

9. Changes to the Service

Modifications

Vyer is not obligated to modify or further develop the Service or provide specific functionality. Vyer reserves the right to change, update, add, or remove functionality in the Service at its discretion and without any obligation to notify the Customer. However, Vyer undertakes to notify the Customer if such changes or updates result in significant alterations to the Service or, in Vyer’s reasonable judgment, may substantially impair the Customer’s use of the Service.

Maintenance

Vyer will, to the extent commercially reasonable, schedule any modifications or maintenance work to minimize inconvenience to the Customer.

10. Confidentiality

Confidential Information

In connection with this Agreement, a Party may receive or access information not generally known to the public and marked as or reasonably understood to be confidential by the receiving Party (“Confidential Information”). Confidential Information includes, but is not limited to, the Service, Order Forms, Customer Data, Aggregated Data, strategies, results, analyses, methods and models, product plans, financial information, cost structures, business processes, and technical documentation or information.

Exceptions

Confidential Information does not include information that:

At the time of disclosure is or later becomes publicly available through no breach of this confidentiality provision.
The receiving Party can demonstrate was already known prior to receipt.
Was independently developed by the receiving Party without the use of Confidential Information.
Was lawfully obtained by the receiving Party from a third party without violating confidentiality obligations.

Care and Use

The receiving Party agrees not to disclose, use, transfer, or otherwise distribute Confidential Information to third parties without prior written consent from the disclosing Party, except as necessary to fulfill obligations under this Agreement. The receiving Party shall limit access to Confidential Information to employees, contractors, subcontractors, or third parties who need access to perform their duties under this Agreement and ensure they observe confidentiality obligations equivalent to those in this Agreement.

Mandatory Disclosure

The confidentiality obligations shall not prevent a Party from disclosing confidential information when required by law, court order, regulatory authority, or stock exchange rules, provided that the disclosing Party notifies the other Party in advance (if permitted by law) to allow for appropriate protective measures.

11. Personal Data

Vyer’s Responsibility for Personal Data

Vyer acts as the data controller for personal data provided by the Customer and processed by Vyer to deliver the Service, including account creation and support provision. Details about Vyer’s data processing and data subjects’ rights are available in Vyer’s Privacy Policy, which is accessible on Vyer’s website (Privacy Policy).

Customer’s Responsibility for Personal Data

The Customer is the data controller for personal data included in Customer Data or otherwise submitted to the Service by the Customer. If Vyer processes such personal data on behalf of the Customer in connection with the provision of the Service under this Agreement, Vyer acts as a data processor. The Customer acknowledges and agrees that Vyer processes such personal data in accordance with the Agreement and Vyer’s Data Processing Agreement, which is available on Vyer’s website. The Data Processing Agreement is an integral part of this Agreement.

Vyer agrees to process the Customer’s personal data in compliance with the Data Processing Agreement, applicable data protection laws, and solely to fulfill its obligations under this Agreement. If Vyer employs subcontractors to process personal data as sub-processors, Vyer shall enter into sub-processor agreements and adhere to the processing instructions in the Data Processing Agreement.

12. Term and Termination

The License is not subject to a fixed term. The Customer may terminate the License with immediate effect upon Vyer’s confirmation of the Customer’s termination notice. The Customer must terminate the License through their Organization Account via the Service or by sending a termination notice via email, in which case Vyer shall confirm the termination without unreasonable delay.

This Agreement and the License take effect on the date the Customer signs an Order Form.

The Agreement remains valid until terminated by the Customer or Vyer. The License is automatically renewed for one (1) Agreement Period at the end of the current period unless the Customer notifies Vyer of their intention to terminate the License. To avoid being invoiced for the License for the next Agreement Period, the Customer must terminate the License before the date of automatic renewal.

Vyer reserves the right to terminate the Customer’s License with immediate effect, including but not limited to instances where the Customer breaches this Agreement.

Upon termination, any pending Orders confirmed by Vyer before termination will not be affected unless they concern Add-On Services for which the Customer cannot reasonably derive benefit without the License. In such cases, the Order shall be canceled, and Vyer shall be entitled to compensation for work performed up to the termination date.

Upon the termination of the Agreement, the Customer’s License shall immediately cease, meaning that the Customer and its Users will no longer have access to or the right to use the Service. Vyer shall not, under any circumstances, be held liable to the Customer or any third party for the termination of the Customer’s access to or use of the Service or parts thereof. Upon termination of the Agreement, the Customer must immediately stop using the Service, pay all outstanding fees to Vyer, and return any confidential information belonging to the other Party without unreasonable delay.

All provisions in this Agreement that by their nature are intended to survive the termination of this Agreement shall remain in effect, including but not limited to Sections 6 (Intellectual Property) and 11 (Personal Data).

13. Communication

All communication between the Parties regarding this Agreement shall be conducted electronically via email or through the Service. Vyer reserves the right to provide information about the Service via email, through the Service, or by publishing it on Vyer’s website.

Important information regarding the Service and the Agreement will primarily be sent to the Customer’s designated account administrator, as specified by the Customer via the Organization Account, through email. In secondary cases, such information may be made available through the Service or published on Vyer’s website.

The Customer is responsible for providing Vyer with an updated email address to receive communications. If the email address provided to Vyer is invalid or cannot receive messages, the Customer acknowledges and agrees that a message shall be deemed delivered when sent by Vyer.

Publicity

The Customer acknowledges and agrees that Vyer may disclose that the Customer is a client of Vyer and may use the Customer’s name and logo in marketing materials. Vyer similarly acknowledges and agrees that the Customer may disclose that Vyer is a supplier to the Customer.

14. Liability and Warranty

Limited Warranty

The Service is provided "as is." Vyer makes no warranties, express or implied, regarding the Service, including but not limited to warranties of functionality, quality, suitability, fitness for purpose, or achievement of intended results. Vyer does not warrant that the Service will operate without error or interruption or that the Customer will have uninterrupted access to the Service.

The Customer acknowledges and agrees that they bear sole responsibility for their use of the Service, including its intended purposes and the information derived or generated from it. It is the Customer’s responsibility to verify the accuracy or suitability of such information before use. Vyer shall not be held liable for any economic or other decisions made by the Customer based on their use of the Service.

Limitation of Liability

Neither Party shall, except in cases of intentional misconduct or gross negligence, be liable for indirect damages or losses incurred by the other Party or any third party, including but not limited to loss of income, data, inability to use the Service as intended, loss of sales, production, or goodwill.

Equipment

The Customer’s access to and use of the Service is contingent on the Customer having the necessary equipment and software to access a web browser and a functional internet connection. The Customer acknowledges and accepts responsibility for ensuring the availability of such equipment and software.

Third-Party Products

Vyer is not responsible for the functionality of third-party products or for any errors or disruptions in the Service caused by third-party products. Vyer is not liable for any third-party products infringing on the rights of others.

Claims for Compensation

To maintain the right to claim compensation, each Party must notify the other Party of a claim no later than ninety (90) calendar days after becoming aware of or reasonably should have become aware of the damage unless otherwise stipulated by applicable law.

Service Pricing

The Customer acknowledges that the License Fee is determined relative to and reasonably reflects Vyer’s limited liability under this Agreement. If the Customer objects to a provision in this Agreement or is otherwise dissatisfied with the Service, their sole remedy is to cease using the Service and terminate their License in accordance with the Agreement.

15. Indemnification

Customer’s Indemnification Obligation

The Customer shall indemnify and hold Vyer harmless from any claims made by third parties against Vyer due to Customer Data, the Customer’s use of the Service, and/or breaches of this Agreement.

Vyer’s Indemnification Obligation

Vyer shall indemnify and hold the Customer harmless from any claims made by third parties based on the Service, or parts thereof, infringing on third-party intellectual property rights when the Service is used by the Customer in accordance with this Agreement.

Conditions of Indemnification

The obligation to indemnify is contingent upon the indemnified Party:

Promptly notifying the indemnifying Party of any third-party claim.
Granting the indemnifying Party exclusive authority to investigate, contest, or settle the claim.
Providing the indemnifying Party with reasonable information and assistance, at the indemnifying Party’s expense, to contest or settle the claim.

If the Service is, or in Vyer’s reasonable assessment is likely to become, the subject of a third-party infringement claim, Vyer reserves the right to:

Obtain the right for the Customer to continue using the Service.
Replace or modify the Service as necessary to avoid infringement.
Terminate the Customer’s right to use the Service and refund a proportional share of any fees paid for future use.

16. Force Majeure

If a Party is prevented from fulfilling its obligations under this Agreement due to circumstances beyond its control that could not have been foreseen at the time of the Agreement, such as but not limited to lightning strikes, fire, strikes, pandemics, war, seizure, government action, riots, or failures or delays in services or products from subcontractors due to such circumstances, this shall constitute grounds for relief. It will allow postponement of performance and exemption from liability for damages or other penalties. A Party invoking such relief shall notify the other Party without delay.

17. Miscellaneous

Amendments

Vyer reserves the right to make additions or amendments to this Agreement. The Customer shall be notified of such changes, which shall take effect immediately upon notice. If the Customer does not accept the changes, they have the right to terminate the Agreement with immediate effect. Continued use of the Service after one (1) month from notification shall constitute acceptance of the changes.

Assignment

Vyer may assign its rights and obligations under this Agreement, in whole or in part. The Customer may not assign their rights or obligations under this Agreement or sublicense their rights without prior written consent from Vyer.

18. Governing Law and Dispute Resolution

This Agreement shall be interpreted and applied in accordance with Swedish law, excluding its choice of law provisions. Disputes arising from this Agreement shall be settled in Swedish general courts, with Stockholm District Court as the court of first instance.