TABLE OF CONTENTS

 

1.        GENERAL. 1

1.1      Applicability. 1

1.2      Definitions. 1

1.3      Offers. 1

1.4      Agreements. 1

1.5      Termination. 1

1.6      Marketing. 2

1.7      Warranty Disclaimer. 2

1.8      Indemnity. 2

1.9      Liability. 2

1.10         Transfer. 2

1.11         Force Majeure. 2

1.12         Nullity. 2

1.13         Applicable Law and Dispute Mechanism.. 2

2.        MYCO SUITE PRODUCTS. 2

2.1      License. 2

2.2      Back-ups. 3

2.3      Support. 3

3.        Software as a Service. 3

3.1      SaaS General. 3

3.2      Updates of the (software) program.. 3

3.3      Responsibilities MYCO Suite SaaS. 3

3.4      Browser. 3

3.5      Account. 3

3.6      Changes in SaaS. 4

3.7      Data Traffic From Customer. 4

3.8      Requirements Customer SaaS. 4

3.9      Privacy Information. 4

3.10         Code of Conduct. 4

4.        TRIAL PERIOD.. 5

4.1      General. 5

5.        PRICES/PAYMENTS. 5

5.1      Prices and Payments. 5

5.2      Price Changes. 5

6.        INTELLECTUAL PROPERTY RIGHTS. 5

6.1      Intellectual property. 5

 

1.       GENERAL

1.1        Applicability

1.1.1     These conditions are applicable to the use for business purposes of the software program, the website, the account and any further additional services (including any possible updates and upgrades), all proposals and/or  deliveries made by MYCO Suite Limited, situated on Suites 1601-1603, Kinwick Centre, 32 Hollywood Road, Central, Hong Kong and agreements and/or other legal relationships between MYCO Suite and Customer, the resulting provisions and related activities on a written and/or electronic agreement.

1.1.2     Purchase conditions or any other conditions used by Customer will not be applicable.

1.1.3     MYCO Suite reserves the right to make alterations and/or additions to the General Conditions MYCO Suite with or without prior notice. You will find the newest version of the General Conditions MYCO Suite on this website www.mycosuite.com//en/terms-and-conditions.

1.1.4     The headings above the clauses of these conditions are only intended to increase the legibility of this document. The content and meaning of a clause placed under a particular heading is, therefore, not limited to the meaning and content of the heading.

1.2        Definitions

1.2.1     In the General Conditions MYCO Suite the following words and expressions are capitalized. Any of the following words and expressions shown in the singular shall have the same meaning when used in the plural and vice-versa.

1.2.2     Customer:
The natural person acting on behalf of legal entities or associations having legal capacity, or practicing a profession or business, who requests and orders the delivery of Products for corporate use.

1.2.3     MYCO Suite:

MYCO Suite Limited and its rightful successors or affiliated organizations and partners that will enter into an agreement with Customer and has declared the General Conditions MYCO Suite applicable.

1.2.4     MYCO Suite Products:

All products and services provided by MYCO Suite and the resulting provisions and related activities, which do not originate from third parties and whose intellectual property rights, industrial property rights and other rights are held by MYCO Suite.

1.2.5     Process-data:

The data entered within SaaS by Customer and/or data entered by third parties.

1.2.6     Products:
All MYCO Suite Products and/or Third Party Products provided by MYCO Suite, the resulting provisions and related activities. SaaS is considered a Product.

1.2.7     SaaS:

(Software as a Service) constitutes the direct and/or indirect (through a third party) provision by MYCO Suite of Products through a web-based application.

1.2.8     Third Party Products:

All products and services provided by MYCO Suite, the resulting provisions and related activities, which originate from third parties and whose intellectual property rights, industrial property rights and other rights are not held by MYCO Suite, and which are governed by third party general conditions (delivery conditions, license conditions, warranty conditions or other conditions maintained by a third party).

1.2.9     In Writing:

Notices and other communication shall be in writing and sent by any means of electronic message transmission with delivery confirmed at the formal party addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date of successful sending of the email.

1.3        Offers

1.3.1     All offers made are without engagement, unless the offer explicitly indicates otherwise in writing.

1.3.2     Offers are based on the data, information or requirements made known by Customer.

1.4        Agreements

1.4.1     If a proposal, contract or other similar legally binding document is sent by MYCO Suite to Customer and Customer fails to consent, by clicking on the "Accept" button or similar buttons or links as may be designated by MYCO Suite, to this document to MYCO Suite, Customer accepts by payment of compensation to MYCO Suite the contents of that document and the General Conditions MYCO Suite.

1.4.2     Customer agrees to use the electronic communication in order to enter into agreements and to the electronic delivery of notices, policies and records of transactions initiated or completed through the (software) program. Furthermore, Customer waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

1.4.3     MYCO Suite shall commence execution of the agreement between MYCO Suite and Customer only after the Customer acceptance of the agreement has been received by MYCO Suite and/or having received payment of all amounts due fully and timely.

1.4.4     The agreement between MYCO Suite and Customer goes into effect on the moment of acceptance as described in clause 1.4.1 and is concluded for the duration that Customer makes use of MYCO Suite, and after the trial period continues its advance payments for a month, or the part of a month in which the term begins plus the following month.

1.5        Termination

1.5.1     MYCO Suite and/or Customer may terminate the agreement by canceling the MYCO Suite service and/or the Account at any given time and for any reason through the means provided by MYCO Suite.

1.5.2     After the agreement has been ended, for any reason, Customer can no longer obtain any of the rights provided by the agreement such as the use of MYCO Suite, and MYCO Suite is after 30 (thirty) days no longer required to save any information related to its Account and any claim by MYCO Suite will be immediately due without prejudice to clause 5, leaving unhindered the existence of the obligations of both parties which by their nature continue automatically after the conclusion of their agreement, such as but not limited to, obligations concerning intellectual property rights, and confidentiality.

1.6        Marketing

1.6.1     MYCO Suite and its affiliates may collect and use technical information gathered, if any, related to the (software) program. MYCO Suite may use this information solely to improve the (software) program or to provide customized services or technologies to Customer and will not disclose this information in a form that personally identifies Customer.

1.6.2     MYCO Suite is authorized to place the name and logo of Customer on the MYCO Suite website upon confirmation email from Customer.

1.7        Warranty Disclaimer

1.7.1     MYCO Suite SaaS is provided on an ‘as is’ basis. MYCO Suite offers no guarantees, warranties, indemnities, or promises with regard to MYCO Suite SaaS, explicitly or implied, on the basis of law, custom, or otherwise, concerning but not limited to the non-infringement of the rights of third parties, ownership rights, integration, correctness, security, availability, the functioning of MYCO Suite SaaS without errors or interruptions, quality, commercial suitability, or fitness for a particular purpose.

1.7.2     MYCO Suite further does not represent or warrant that the (software) program will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free.

1.8        Indemnity

1.8.1     Customer holds MYCO Suite harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on the Products or the website or any violation of an agreement and/or these General Conditions MYCO Suite or any law or the rights of any third party.

1.8.2     Customer indemnifies MYCO Suite from all liability regarding any user content.

1.9        Liability

1.9.1     Under no circumstances will MYCO Suite be liable to Customer, or any other person or entity, for any loss of use, revenue or profit, lost or damaged data, damage as a result of failure of Customer to provide the required information or assistance, damage through corporate activity, claims from third parties against Customer, or other commercial or economic loss or for any direct, indirect, incidental, special, statutory, punitive, exemplary or consequential damages whatsoever related to your use or reliance upon MYCO Suite or other MYCO Suite Products, even if advised of the possibility of such damages or if such damages are foreseeable. This limitation shall apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of an agreement and/or these General Conditions MYCO Suite.

1.9.2     MYCO Suite does not accept any liability for damage regardless of its nature caused by Third Party Products which MYCO Suite has delivered to Customer.

1.10      Transfer

1.10.1   The agreement between MYCO Suite and Customer and the rights and obligations, which flow forth from this agreement, cannot be transferred to a third party by Customer without the prior written consent from MYCO Suite.

1.10.2   Customer gives MYCO Suite in advance the right, without needing the explicit approval of Customer, to transfer the whole agreement or parts thereof to:

a)      holding-, sister- and/or subsidiary companies;

b)      a third party in the case of merger or acquisition of MYCO Suite.

In the event this happens, MYCO Suite will inform Customer.

1.11      Force Majeure

1.11.1   MYCO Suite is not obligated to fulfill any obligation if it is prevented from doing so as a result of circumstances, which can be considered beyond its fault, and for which it cannot be held accountable for by law, legal act, or generally accepted practices. The aforementioned circumstances include but are not limited to failure to perform by a supplier of MYCO Suite.

1.11.2   In the event of force majeure of a temporary nature, MYCO Suite has the right to suspend its commitments until the force majeure has ceased to exist without being obliged to any form of damage compensation.

1.12      Nullity

1.12.1   If one or more terms (or part of a term) of the agreement are nullified, declared to be nullified, annihilable or have lost their validity in another way, the other terms (or part of the term in question) of this agreement will remain in force undiminished.

1.13      Applicable Law and Dispute Mechanism

1.13.1   By visiting or using the website and/or the Products, Customer agrees that the laws of The Netherlands govern all agreements made between MYCO Suite and Customer, and any dispute of any sort that might arise between Customer and MYCO Suite. Parties explicitly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.

1.13.2   Any dispute between parties arising under any agreement will be placed before a qualified court in The Hague, The Netherlands.

2.       MYCO SUITE PRODUCTS

2.1        License

2.1.1     Customer is granted the non‑exclusive right to use the Products and corresponding documentation.

2.1.2     User rights are limited exclusively to own use of the Products for the agreed upon number of users.

2.1.3     It is prohibited for Customer directly or indirectly (through a third party) to copy, duplicate or alter the Products in any way, without the prior written approval from MYCO Suite.

2.1.4     User rights on the Products cannot be transferred to any third party (third parties also include holding-, sister- and/or subsidiary companies).

2.1.5     Customer does not have the right to make the Products available, under any title or in any way whatsoever, to any third party (third parties also include holding-, sister- and/or subsidiary companies).

2.1.6     Reverse engineering or decompilation of the Products is not permitted by Customer, unless such is explicitly permitted by law.

2.1.7     The user rights shall go into effect after Customer has made the required payments and fulfilled its other obligations.

2.2        Back-ups

2.2.1     MYCO Suite acknowledges that the Customer data remain the property of the Customer.

2.2.2     Customer will be responsible for making a spare copy of digital data and/or information (‘Back-up’) on time to the extent possible. Upon Customer’s request, MYCO Suite will inform Customer of the procedures and security measures necessary regarding securing data and the realization of Back-ups.

2.2.3     MYCO Suite automatically backs up the system files, applications, accounts, and data every 8 (eight) hours, to increase data security.

2.3        Support

Support involves giving written (technical) advice to Customer.

2.3.1     Support is performed by MYCO Suite on further to be specified terms and conditions.

3.       Software as a Service

3.1        SaaS General

3.1.1     MYCO Suite is entitled to view log files and the like for purposes of analyzing the use of SaaS. The results of such an analysis will not be made available to third parties (third parties do not include holding or subsidiary organizations of MYCO Suite). This does not apply to figures and data with regard to the use of SaaS, which are not directly traceable to Customer’s use.

3.1.2     In the event Customer signals a malfunction, Customer must immediately report such to MYCO Suite. After Customer has notified MYCO Suite of the malfunction, MYCO Suite will take the necessary steps, which will or could lead to a solution.

3.1.3     MYCO Suite will inform Customer prior to the commencement of intended maintenance with regard to SaaS, if maintenance will lead to problems with regard to gaining access to SaaS or the non-availability of SaaS. In this case Maintenance will usually take place from 00.00 until 06.00 hours (CET).

3.2        Updates of the (software) program

3.2.1     MYCO Suite, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the (software) program.

3.3        Responsibilities MYCO Suite SaaS

3.3.1     MYCO Suite does not guarantee, amongst others, that the telephone lines, the Internet, web hosting service providers, other networks and/or Third Party Products will offer optimal access.

3.3.2     MYCO Suite does not have any obligations with regard to availability, reliability and/or other performance requirements with regard to the telephone lines, the Internet, web hosting service providers, other networks and/or Third Party Products and the resulting provisions.

3.3.3     MYCO Suite does not cover the reconstruction and/or repair of mutilated and/or lost data and/or information.

3.3.4     MYCO Suite will strive to provide all useful and necessary measures to ensure adequate operability and continuity of SaaS.

3.3.5     MYCO Suite will strive, in accordance with the most current technology available, to provide adequate physical and logical security measures against unauthorized access by third parties to computer systems or computer programs used by MYCO Suite and/or stored Process-data, in light of the provisions provided for under the agreement.  

3.3.6     MYCO Suite SaaS is an evolving service which shall be modified and updated from time to time. Customer acknowledges that MYCO Suite SaaS shall be subject to regular maintenance, which may affect the availability of MYCO Suite SaaS. MYCO Suite may also (temporarily) stop certain functions or services of MYCO Suite SaaS at will, without any liability to Customer or third parties.

3.4        Browser

3.4.1     Customer can access SaaS through a browser. The browsers for which SaaS has been optimized at the moment of entering into the agreement will be made known by MYCO Suite.

3.4.2     MYCO Suite is not obligated to maintain optimal access to SaaS through the browsers as mentioned in clause 3.4.1. MYCO Suite is entitled, without any form of (damage)compensation being required, to make changes in SaaS which may influence the browser used by Customer and/or advised by MYCO Suite.

3.5        Account

3.5.1     Customer is required to register a personal account to make use of MYCO Suite (hereafter: ‘Account’). Customer must provide accurate contact information to register its Account. An Account consists of usernames, passwords, address codes and/or other codes.

3.5.2     Customer allows MYCO Suite to save the provided Account information and IP-address in order to manage Customer’s Account.

3.5.3     Customer is solely responsible for the confidentiality and should always safeguard the password(s) to its account. Customer carries all responsibility, liability, and costs related to any claims and/or damages incurred by MYCO Suite, third parties and/or Customer which are the result of (unauthorized) use of the Account and/or password. In no event will MYCO Suite be liable for the misuse and/or unauthorized use of passwords.

3.5.4     If there is a reasonable suspicion of misuse or unauthorized use of Account(s) and/or password(s), Customer is obliged to immediately report this to MYCO Suite. MYCO Suite can provide Customer with instructions, which must be carried out.

3.6        Changes in SaaS

3.6.1     MYCO Suite is entitled, after a reasonable notification period and without any compensation to Customer, to make adjustments to and/or changes in SaaS offered such as but not limited to:

• entrance procedures, such as:

  · procedures regarding operational rules, and

  · security procedures.

• changes in a third party provider/supplier, location, hardware, software and other facilities necessary for the provision of SaaS.

3.7        Data Traffic From Customer

3.7.1     MYCO Suite does not monitor, control or have any insight in the data traffic from and/or to Customer. MYCO Suite is merely a passive conduit. MYCO Suite does not give any warranties with regard to content of data such as but not limited to reliability and completeness.

3.7.2     Customer is responsible for the content of data traffic originating from Customer. Where applicable the Code of Conduct as set out in clause 3.10 will apply to Customer and its users.

3.7.3     Customer indemnifies and will keep MYCO Suite free from any damage compensation regarding any claim, accusation or court procedure from a third party with regard to the (content of) the data traffic or the information originating from Customer.

3.7.4     Process-data will for the duration of the agreement be preserved. After termination of the agreement MYCO Suite will no longer be required to preserve Process-data.

3.8        Requirements Customer SaaS

3.8.1     Customer will follow the instructions given by MYCO Suite regarding the reasonable use by Customer of the Products (‘Fair Use’). If Customer fails to follow the instructions given by MYCO Suite, MYCO Suite will be entitled through technical means to reduce the overload or in the case of a continuous overload to stop the provision of SaaS to Customer.  MYCO Suite will never be liable for damages of whatever nature that are incurred by Customer and/or third parties as a result of the measures undertaken by MYCO Suite or by a third party on behalf of MYCO Suite.

3.9        Privacy Information

3.9.1     Customer is responsible for protecting (privacy) information, which is sent and/or processed by the equipment and/or programs of MYCO Suite on behalf of Customer.

3.9.2     Customer will indemnify MYCO Suite against any allegation as a result of a violation of any person’s privacy.

3.9.3     Customer explicitly agrees with the registration of (privacy)information of users in the privacy registration of MYCO Suite for administrative and management purposes. The privacy registration will contain, amongst others, Accounts and Process-data and will only be accessible for MYCO Suite. This information will not be provided to third parties unless MYCO Suite is obligated to do so on the basis of a court order.

3.9.4     Contrary to  the terms of clause 3.9.1, MYCO Suite will be responsible for the protection of privacy related information of which its use is necessary by MYCO Suite for the proper performance of its obligations under the agreement and will indemnify Customer against allegations of private individuals for violation of their privacy as a result of an act or failure to act of MYCO Suite.

3.10      Code of Conduct

3.10.1   Customer will make use of SaaS and/or other facilities offered in a responsible manner. It is prohibited to use SaaS and/or other facilities offered in a manner that will result in:

• damage in the system of MYCO Suite and/or third parties; or
• interference with its use.

3.10.2   It is not permitted to use SaaS and/or facilities offered for activities that are illegal and/or in violation of the agreement. The foregoing includes amongst others the following activities:

• violation of a third party’s rights or facilitating the violation of a third party rights, such as but not limited to intellectual property rights and privacy rights. This included the creation and use of an Account which may consist of a third party’s intellectual property right, such as a trade name and/or trademark without the third party’s permission;
• noncompliance to law and other applicable regulations;
• spamming (unrequested distribution (or creating the possibility for third parties)  of advertisement and/or other messages);
• storage/distribution of (child) pornography;
• sexual intimidation, racial prejudice and/or the harassment of individuals in any other manner;
• distribution or making available to third parties in any other manner of obscene, insulting and tormenting material and/or other material of similar nature;
• threats;
• storage and distribution of viruses, worms, Trojans, cancelbots and/or other destructive activities;
• unauthorized access (hacking) of Accounts, systems and/or networks of third parties and/or MYCO Suite and/or the performance or non-performance of any other act that makes hacking possible.

3.10.3   MYCO Suite reserves the right, at MYCO Suite’s sole discretion, to bar access to SaaS and/or other facilities offered, to remove the information in question and/or suspend its other obligations until Customer meets its obligations, if MYCO Suite is forced by law or a court order; and/or a third party informs MYCO Suite and/or a suspicion exists that:

• through MYCO Suite a violation is made of the rights of a third party; and/or
• there is a breach of the General Conditions MYCO Suite and/or the agreement; and/or
• the resulting obligations in question have not been met wholly or partially.

3.10.4   MYCO Suite and/or third parties will never be liable for damage of whatever nature suffered by Customer or third parties for measures taken by and/or on behalf of MYCO Suite on the basis of clause 3.10.3. Payment obligations will remain in effect during the time period in which measures are undertaken by and/or on behalf of MYCO Suite on the basis of clause 3.10.3.

3.10.5   If the actions and/or failure to act of Customer justifies this and/or the actions and/or failure to act of Customer continues regardless of the measures undertaken by MYCO Suite, as set out in clause 3.10.3, MYCO Suite will be entitled in accordance with clause 1.5.1 to terminate the agreement, without any damage compensation or restitution of monies paid being required.

4.       TRIAL PERIOD

4.1        General

4.1.1     MYCO Suite grants each Customer a trial period for the Products. A trial period is only binding, if such is confirmed by MYCO Suite in writing.

4.1.2   Unless agreed upon otherwise, the trial period will have a duration of 7 days commencing upon MYCO’s Suite email confirmation.

4.1.3     Data generated by Customer during the trial period will remain the property of Customer. It is Customer’s sole responsibility to Back-up and/or transfer data to an alternative system prior to discontinuing use of the Products. MYCO Suite does not have any obligations with regard to the aforementioned data during the trial period or thereafter.

5.       PRICES/PAYMENTS

5.1        Prices and Payments

5.1.1     All prices exclude VAT and other levies imposed by the government. The amounts invoiced to Customer will include applicable VAT and other levies possibly imposed by the government.

5.1.2     MYCO Suite and after the first advance a payment service provider will invoice the advance amount, appropriately itemized, owed by Customer on a monthly basis to Customer. Customer authorizes MYCO Suite and/or the payment service provider to collect the advance amounts due from its account. This authority is to remain in full force and effect until termination or cancelation of the use of the Products, and is governed by the terms of payment as provided by MYCO Suite and/or the payment service provider.

5.1.3     Until full advance payment has been made, MYCO Suite has the right to suspend all services and obligations to Customer and terminate these after 30 (thirty) days of non-payment.

5.1.4     Above mentioned paragraphs leave all the legal rights of MYCO Suite unhindered, when Customer fails to meet Customer's commitments.

5.2        Price Changes

5.2.1     MYCO Suite is authorized, in case of changes to one or more of its cost items and/or changes in the rate of exchange between the currencies as applicable at the time of closing the agreement, to adjust the prices to these changes.

5.2.2     The price changes will be notified by an email message from MYCO Suite to the primary email address of Customer 30 (thirty) days before the change in price becomes applicable.

6.       INTELLECTUAL PROPERTY RIGHTS

6.1        Intellectual property

6.1.1     Except where Third Party Products are concerned, all intellectual property rights, industrial property rights, and other rights resulting from all activities carried out by MYCO Suite, regardless of where and when carried out and regardless of whether it concerns the delivery of an existing Product or Product to be developed in the future, reside with MYCO Suite.

6.1.2     Customer acknowledges that all present and future intellectual property rights, industrial property rights, other rights and the registration and/or application of the foregoing rights and/or similar rights for the whole term thereof and all renewals or extensions thereof, now or at any time in the future worldwide at all times shall be and are hereby assigned or will be transferred to MYCO Suite.

6.1.3     All intellectual property rights, industrial property rights or other rights of website information and/or other documentation will remain with MYCO Suite. Customer is explicitly not permitted to duplicate and/or transfer such to a third party for permanent or temporary use. Customer will ensure that its employees and/or third parties will comply with the foregoing obligation.

6.1.4     MYCO Suite claims no intellectual property rights over the data Customer provides to the Products.