General terms and conditions for access to and use of the Pozyx’s platform and the online purchase of goods and services

Last Updated: 31 January 2019

1. Introduction

1.1 Pozyx NV, a Belgian corporation with registered offices at Vrijdagmarkt 10, box 201, 9000 Gent, Belgium and registered under enterprise number 0634.767.208 (hereafter “Pozyx”), is a company focusing its business on the development of firmware/hardware and software tools delivering accurate positioning information. Its market focus are use-cases that require an accuracy ranging between 100cm and 10cm. This is achieved by wireless UWB (ultra-wide-band) technology and Pozyx proprietary state-of-the-art algorithms. Pozyx also provides the necessary consultancy to assess and deliver the requirements related to positioning and accuracy.

Pozyx also manages an online-platform (including a website and a webshop) accessible via www.pozyx.io enabling its users to access information about Pozyx goods and services and purchasing such goods and/or services online (hereafter “the Platform”).

These General Terms and Conditions (hereafter “Terms”) contain the general terms adopted by Pozyx for all persons or entities accessing and/or using its Platform (hereafter “User” or “you” or “Customer”). These Terms shall apply to any use of the Platform by or for the User. These terms shall prevail on any terms of the User. By accessing the Platform, the Customer accepts that these Terms shall apply.

Pozyx’s Platform, goods and services are intended solely for persons who are 18 years old or older. Any access to or use of the Services by anyone under 18 is expressly prohibited. By accessing or using the Platform, you represent and warrant that you are 18 or older.

1.2 Pozyx’s details are:
Pozyx N.V.
Vrijdagmarkt 10, box 201
9000 Gent
KBO number: 0634.767.208
E-mail: info@pozyx.io

For any questions with regard to Pozyx’s Platform, goods and services, you can send an email. Your personal data will be processed in accordance with our privacy policy which we invite you to consult via the following link: www.pozyx.io/privacy-policy.

Unless explicitly indicated otherwise, all logo’s, company names and/or trademarks used on the Platform belong to Pozyx or a third party whom Pozyx has entered into an agreement with.

1.3 Unless imposed by mandatory provision of law, communications and/or agreements between Pozyx and a User shall not be archived nor be presented to the User at the User’s request.

2. Definitions

2.1 Platform: Pozyx’s online-platform (including a website and a webshop) accessible via www.pozyx.io enabling its users to access information about Pozyx Hardware, Pozyx Software and other goods and Services, and to order and purchase such goods and/or services online.

2.2 Pozyx Hardware: any hardware component or module developed and/or improved by Pozyx, as part of the Pozyx System, including without being limited thereto: Pozyx UWB Anchors, Pozyx UWB (Asset) Tags, and Pozyx Positioning Gateway.

2.3 Pozyx Package: the Pozyx System and the associated configuration, customization and additional service deliverables and any documentation.

2.4 Pozyx Software: any software, tool, application and/or algorithm developed by Pozyx or by a third party for Pozyx, as well as any part thereof, such as f.e. Pozyx location technology and Pozyx 3D real-time visualization technology.

2.5 Pozyx System: the system developed by Pozyx and characterized by its use of ultra-wideband wireless radio technology in order to achieve a high degree of positioning accuracy.

2.6 Services: services such as maintenance, helpdesk, VPN services, support service, monitoring and/or maintenance tools, supplied by Pozyx.

3. General Directives for Use of the Platform

3.1 The General Conditions govern Pozyx’s relationship with you as a User of the Platform.

3.2 By using the Platform, you agree to:

  • comply with the Terms
  • abstain from acting in a manner that interferes with the other Users’ use of the Platform or impacts on the security of the Platform
  • abstain from uploading computer viruses and/or malware to the Platform and/or disperse such computer viruses and/or malware in any other manner
  • abstain from using or trying to use the User account of other Users.

3.3 Your acceptance of the Terms and the Privacy Policy is valid as long as you do not expressly revoke it in accordance with these Terms and the Privacy Policy. You can expressly revoke your acceptance of these Terms by sending an e-mail.

3.4 If you believe that another User’s use of the Platform is not compliant with the Terms or that such use violates your or a third party’s (intellectual property) rights, you can inform Pozyx by sending an email.
Pozyx shall investigate such request, inform you on its findings and, the case being, remove the relevant information (or have such information removed), without however accepting or acknowledging any liability whatsoever.

3.5 The Terms and the Privacy Policy are the entire agreement between the Parties. They replace and annul any prior written or oral understanding, agreement, offer, correspondence or proposal made between the Parties.

3.6 Pozyx shall have the right to amend the Terms from time to time. Use of the Platform is subject to the Terms in effect at the time you use the Platform. If Pozyx makes material changes to the Terms or the Privacy Policy, it shall post an announcement on the Platform with information on these changes. You are bound by any changes of the Terms as soon as you use the Platform after such changes have been posted on the Platform.

4. Specific Directives for Use of the Platform

4.1 General
If you want to log in to the Platform as a registered User, you will have to respect our Privacy Policy (www.pozyx.io/privacy-policy), and at all times act as an attentive and responsible customer.
You certify that the data you provide (i) are accurate, (ii) do not contain trademarks, logo’s or other elements that are protected by Intellectual Property Rights or personal rights (e.g. image rights) of third parties (iii) are not in any way contrary to accepted principles of morality or to public policy.
You furthermore certify that the use you (intend to) make of Pozyx goods or services shall (i) not violate any applicable laws or provisions, (ii) respect all Intellectual Property Rights, personal rights (e.g. image rights) or other rights of third parties and (iii) not be in any way contrary to accepted principles of morality or to public policy.
You exempt and shall hold Pozyx harmless from any claims by third parties as a result of your non-compliance with the above.
Pozyx cannot be held liable for any data or material that you upload on the Platform or any use you make of the Platform and/or goods or services you have purchased.

4.2 Purchase of goods and services

  • User Account
    Each User wanting to order and purchase goods or services from Pozyx via the Platform, must be a registered User having a User Account.
    A User account can be created in your language of preference (Dutch, French or English) as follows:
    1. you access the Platform on your mobile device or computer;
    2. you log on either by third party login integration (e.g. through your Facebook account) or through [complete] by inserting your login and password
    3. you provide Pozyx your first name and name, your email address, your mobile phone number, your address and your ZIP code, and you choose a password;
    4. you expressly agree to the Terms by ticking the box “I herewith explicitly accept Pozyx’s General Terms and Conditions” at the end of the Terms, and to the Privacy Policy by ticking the box “I herewith explicitly accept Pozyx’s Privacy Policy” at the end of the Privacy Policy.
    Once your User Account has been created, you can use the Platform to order and purchase goods and/or services.
  • Order and Purchase of goods and services
    You order and purchase a Pozyx good and/or service, by going through the following steps:
    1. you log on to the Platform with your User Account
    2. you select the goods and/or services you desire to order and purchase [by ticking the box next to such goods or services on the Platform] and the desired manner of delivery:
    3. once you have provided your instructions, a screen pops up with a summary of your selection and the total amount of the price due for the selected goods and services. You can change or revoke your instructions by ticking the box [“Change”]
    4. if your order is correct, you confirm it by clicking on the link “Confirmation”. By doing so, your order is considered final
    5. Pozyx sends you an electronic message (e.g. an email) confirming your order and containing a copy of the Terms and the Privacy Policy. You can access this confirmation and said documents at any time by clicking on the link “[My Order]”. You can also print this confirmation and said documents. If Pozyx cannot accept your order (e.g. in case your previous use of the Platform was not compliant with the Terms or the Privacy Policy, or if your instructions can not be executed for reasons beyond Pozyx’s control, etc.), Pozyx sends you an electronic message informing you of its refusal of your instructions.
    6. upon receipt of Pozyx’s confirmation, you must pay the prices due (see section 9)
    7. upon receipt of your payment, Pozyx sends you a second electronic message to confirm its acceptance of your purchase, again together with a copy of the Terms and Privacy Policy; you can print this confirmation or save it on your computer or mobile device to access it later.
    8. upon acceptance of your purchase, Pozyx shall provide you with the goods and/or services in accordance with the desired manner of delivery.

4.3 Return of goods
The User shall respect and apply the following Pozyx return policy: (1) Send an e-mail to info@pozyx.io stating its intention to return goods, identifying the goods concerned and referring to Pozyx’s decision agreeing to such return, whereupon Pozyx shall review the User’s request; (2) If agreed, Pozyx shall e-mail the User a unique return label, which the User shall print out and carefully secure to the original packaging in which the goods concerned were delivered by Pozyx; (3) Deliver the concerned goods (with return label) at the address specified under article 1. (4) Upon their receival, Pozyx shall inspect the goods. In the event the User cannot invoke its rights of withdrawal in accordance with the Terms and Pozyx however finds the return of the product(s) is justified, Pozyx shall provide the Customer with a credit note or a refund for the value of the goods, reduced by a minimum of 10% of said value (i.e. compensation for processing costs). In no event shall the Customer have any right to further compensation.

5. Closing a User Account

5.1 Pozyx is entitled to close a User Account when:

  • you unlawfully use the Platform, goods or services
  • you violate the Terms or the Pozyx Privacy Policy
  • there is a serious dispute with you with regard to the Platform
  • Pozyx deems it necessary or useful to ensure the security of the Platform, or to protect its interests or the interests of another User
  • you notify Pozyx of the loss or theft of your personal login and password, or of any abuse or presumption of abuse of your personal login and password by a third party

5.2 Pozyx is entitled to assume that any information, order or content you provide on the Platform comes directly from you and is in conformity with your wishes, except when you have informed Pozyx of the loss or abuse of your personal login and password.

6. Unavailability of the Platform or the Pozyx App

6.1 Pozyx reserves the right, at its sole discretion, to suspend the access to and use of the Platform for maintenance, adjustments or improvements of the Platform.
Pozyx also reserves the right to modify the Platform, personal logins and security measurements, for instance when this is required as a result of general improvements of a technical nature or of security systems, or if this is required by new laws or regulations.

6.2 Pozyx does not provide any guarantees with regard to the proper functioning of the Platform.
The content of the Platform, including all links, may at any time be taken offline, in total or in part, without prior announcement or notification, for maintenance, adjustments or improvements.

7. Pozyx’s tasks

7.1 Pozyx shall provide the Platform in accordance with best practices and with the care one may reasonably expect from a professional. This is an effort obligation, and not a result obligation.

The Platform and Pozyx’s goods and services are provided “as is”. Pozyx will make reasonable efforts in order to prevent that the Platform, the goods or the services contain faults, bugs, computer viruses and/or malware. This is an effort obligation, and not a result obligation.

7.2 All services shall be provided on a time and expense basis and will be invoiced in accordance with the hourly rates applicable at that moment. When the User orders an additional Service, Pozyx will provide an overview of the services required and the applicable hourly rate. Prices listed in the overview may be amended from time to time.

8. The User’s tasks

8.1 The User represents and warrants: (1) that each of its employees, co-workers and (sub)contractors (hereinafter referred to as ‘the User Organisation’) using the Pozyx Package will (a) use it in accordance with the terms agreed to by Pozyx, (b) will have the reasonable skill and technical profile to understand and monitor the proper functioning of the Pozyx System and any part thereof, and (c) will have received the necessary training to use the Pozyx Package.

8.2 The User takes full responsibility for the use of the Pozyx Package by the User Organisation; (2) that it has obtained all necessary licenses or other rights for the software it intends to use in combination with or in relation to the Pozyx Package; (3) that any Pozyx Software (including its source code) will not be revealed to any third party; (4) that nothing prevents it from entering into or performing an agreement with Pozyx.

8.3 The User will indemnify and hold Pozyx harmless from and against damages, liabilities, costs and fees incurred by Pozyx, or claims directed against Pozyx, due to the (even alleged) non-compliance of this article 8 by the user Organisation.

9. Payment

9.1 The User acknowledges that fees are due for (i) the purchase and the use of the goods and services, and (ii) must be paid by the User to Pozyx before a purchase will be confirmed and the relevant goods or services will be delivered by Pozyx.
As User you pay the Fees upon receipt of Pozyx’s confirmation of your order by email (see section 4, point 2 under b).f).

9.2 You pay the Fees with a credit card. You authorize Pozyx to contact the bank company that issued your credit card prior to the conclusion of the agreement (see section 4, point 2 under b).g) to inquire whether your credit card is valid and can be used for valid payments. You authorize Pozyx to debit your credit card for all amounts due under the Terms.
The payments are certified by Pozyx’s payment provider, [complete]. With a single click you will be redirected to the platform of [complete], where your financial data are securely processed. The result is sent to Pozyx in real time.
Your financial data are invisible to Pozyx. With regard to the payment of the Fees, Pozyx only (i) registers the data required for processing the order and (ii) communicates with you as a User.
You must ensure that you have sufficient funds in your account to cover the Fees and meet all obligations under the Terms.

10. Confidentiality

10.1 You acknowledge that certain data must be treated on a confidential basis, in order to prevent, among other things, accidental, unauthorized or unlawful (i) destruction, alteration, modification or loss of such data, and (ii) disclosure of or access to such data.

10.2 You shall abstain from using or disclosing to others, any information about other Users and about the Goods and Services of Pozyx.

11. Complaints – Disputes

11.1 All complaints with regard to the Platform must be sent to Pozyx by registered letter within 8 days from the date that the underlying cause of the complaint occurred. As regards the conformity of goods or services, such date shall be the date of delivery by Pozyx. By lack of a timely complaint and/or dispute within 8 days from such date, you are deemed to have no complaints with regard to the Services.

11.2 All complaints with regard to other Users may be sent by email to info@pozyx.io.

12. Intellectual Property Rights

12.1 You explicitly acknowledge (1) that all Intellectual Property Rights in the Platform or the goods, and in the software included in or associated with the Platform or goods, belong to Pozyx or a third party whom Pozyx has entered into an agreement with and (2) that you do not receive any Intellectual Property Rights, unless agreed otherwise.

12.2 You shall always respect Pozyx’s Intellectual Property Rights and make a reasonable effort to protect these rights. You shall inform Pozyx immediately of any infringement by a third party of Pozyx’s Intellectual Property Rights of which you become aware.

12.3 To the best of Pozyx’s knowledge, the Platform and Pozyx’s goods and services do not infringe the Intellectual Property Rights of third parties.

12.4 In case a third party would pretend that the Platform or Pozyx’s goods or services do infringe its rights, or if a third party would initiate legal proceedings against Pozyx or the Users on the basis of an alleged infringement of its Intellectual Property Rights, Pozyx has the right to decide in a discretionary manner to: (i) invalidate those allegations or claims, or (ii) adapt the Platform and Pozyx’s goods or services so that they no longer infringe the rights of that third party. The Users have no right to claim additional damages from Pozyx.

13. Privacy Policy

13.1 You acknowledge the existence of the Privacy Policy www.pozyx.io/privacy-policy.
You shall respect the provisions of the Privacy Policy and expressly agree therewith.

14. Liability

14.1 Pozyx cannot be held liable for loss or damage of personal data or Pozyx’s goods.

14.2 Pozyx cannot be held liable for any direct or indirect damage resulting from (i) use of the Platform or of the Pozx’s goods or services, or (ii) from information provided on the Platform, or (iii) from the use of any other website linked to the Platform.

14.3 Except in case of willful misconduct, Pozyx cannot be held liable for consequential damages, loss of profit, business interruption, loss of data, damage to data or programs on the Platform, increased operating expenses, damage to your equipment, your software or other assets you may have, due to any error or negligence on the part of Pozyx.

14.4 Pozyx cannot be held liable for malfunctioning or temporary or permanent unavailability of the Platform or for any damages resulting thereof, or for defects in the Platform or Pozyx’s goods or services attributable to inadequate or incorrect use or implementation by you or third parties.

15. Force majeure

15.1 Situations out of Pozyx’s control, such as fire, flood, strikes, administrative measures and other unforeseen circumstances, will release Pozyx of its tasks under section 7 for the duration of the situation of force majeure.
In such event, the User or any third parties are not entitled to any indemnification by Pozyx.

16. Applicable law and Jurisdiction

16.1 The validity, interpretation, and implementation of the Terms shall be governed by Belgian law. However the rules on international private law, contained in Belgian law, do not apply.

16.2 All disputes with respect to the relationship between Pozyx and the User, shall be submitted to the competent courts in Ghent, Belgium.
Before instituting a procedure before the courts, the parties will, however, attempt to negotiate in good faith in order to reach an out-of-court settlement.

17. Severability

17.1 Should any provision of the Terms be void or unenforceable, the other provisions will not be affected by this and remain in full force and effect. In this case the parties, within the limits of the applicable law, will draft a new stipulation that meets the objectives intended by the void or unenforceable stipulation, and include this in an annex to these Terms.

18. Questions or Concerns

18.1 You may send a detailed message to [questions@Pozyx.com] for any questions or concerns you may have with regard to using the Platform or Pozyx’s goods and services. We will make every effort to resolve your concerns.