TERMS AND CONDITIONS
1.1. These Terms and Conditions are a contract between you (“User,” “you” or “your”) and ACN Navigate, (“we”, “us”, “our”, or “ACN”), and applies to your use of the Services. By utilising our Services, you must read, agree with and accept all of the terms and conditions contained in these Terms. These Terms and Conditions are provided to you and concluded in English. You agree that any use by you, directly or indirectly, of the Services shall constitute your acceptance of the Terms.
1.2. These Terms and Conditions govern your use of the Services and constitute the legal relationship between you and us. For the use of additional services, if any, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services.
1.3. It is recommended that you print out or otherwise save a copy of these Terms for your own perusal and safe-keeping. For the avoidance of doubt, the version displayed on the website shall always be the most recent version and shall be the only one applicable.
2. BACKGROUND / RECITALS
2.1. ACN Navigate is a registered trademark of Swissco Capital GmbH (the “Company”), a company incorporated under the laws of Switzerland.
2.2. The Service enables and facilitates the provision of various locations such as those of contacts, airports, embassies, hotels and tourist information centres as well as a providing an alternative way to communicate your and/or your business’ address.
There are several key terms in these Terms and Conditions which are defined as follows:
“Account” means your personalized access to the Site or Mobile App;
“ACN Code” shall mean an alphanumeric code which is attached to a location;
“Amendment” shall have the meaning given in Clause 13;
“Mobile App” shall mean the ACN Navigate application developed for mobile devices;
“Customer Service” shall mean our customer support which can be accessed online, by contacting the email address provided in the “Contact” page or by calling the customer service number located on the Site;
“Information” means any confidential and/or personally identifiable information or other information related to an Account or User, including but not limited to the following: name, email address, location of business, phone number, marketing information, phone number, passwords, login credentials and financial information;
“Service” or “Services” refers to one or more of the following, as the case may be:
i) use of the Site or Mobile App;
ii) the requesting and provision of an ACN Code,
iii) the display of locations and related information to the location which may include the contact number, address and name of the company, site, building or contact;
iv) directions to locations;
“Site” refers to the website https://acnnavigate.ch/ and all its ancillary pages;
“Terms” or “Terms and Conditions” mean the terms herein including all subsequent Amendments or any future modifications.
4. UTILISING THE SERVICES
4.1. In order to use some of our Services, such as the provision of ACN Codes and registering/updating of information to be connected to the ACN Code, you must first register for an Account and enter your login details with ACN. If you order additional Services, you agree to abide by those separate additional terms and conditions.
4.2. Some of the Services may be provided without the need to register for an Account.
4.3. In order to make use of the Services provided by ACN, you can be asked to verify your identity and/or credentials.
4.4. By using the Services you are authorising ACN to use the Information you provide:
4.4.1. To further carry out the Services including but not limited to forwarding necessary Information to other Users and to provide you with information of products and services available to you such whether provided by ACN or another User;
4.4.2. To provide you with further Information about goods and services which at our own discretion, are related to your usage of our Services;
4.4.3. To modify the content of our platform to be presented in a manner which, in our own discretion, would facilitate the provision of the Services;
4.4.4. For the internal operations of our Site and Mobile App which includes but is not limited to data analysis, statistics, research, troubleshooting and testing; or
4.4.5. As a security measure.
4.5. Information about you may be shared with our subsidiaries, holding companies and its subsidiaries.
4.6. Information about you may be shared with selected third parties such as business partners for the performance of our Services and analytics and search engine providers in order to increase the reach of our site.
4.7. In the event that ACN, or the Company is sold to third parties, we may disclose your personal data to the prospective buyer.
4.8. We may disclose your personal Information to comply with any legal obligation, to apply our Services, or to protect the rights and safety of ACN, the Company, or our customers.
4.9. If, in our sole discretion, there is reasonable possibility that your use of the Services will leave us open to liability, your Account may be blocked and we may prohibit you from further accessing the Site and/or Mobile App.
4.10. Persons who through use of the Site and/or Mobile App, reputation or otherwise, are injurious to us, or the Company, will not be allowed to feature anywhere on the Site such as in our list of addresses or in any of the advertising spots available.
5. TERMINATION OF THE SERVICE
5.1. You may stop using our Services at any time. Additionally, you may request your address to be removed from our Services by contacting our Customer Service.
5.2. Termination of the Services arises if payment in accordance to Clause 6 is not effected.
5.3. Conduct pertaining to Clauses 4.9 and 4.10 or a breach of any aspect of Clause 7 will entitle ACN to automatically terminate the Service and our relationship with you.
5.4. In the event that we suspect that your credentials have been accessed without your authorisation, we may also suspend, or limit, your access to the Service. If we otherwise limit access to the Service, we will provide you with notice and opportunity to request restoration of access if appropriate.
5.5. For the avoidance of doubt nothing shall prohibit ACN from ceasing the provision of the Services or the continued maintenance of the platform should they deem it is no longer beneficial to continue doing so.
6.1. In order to enjoy the Services, payment may be required depending on the class of Account desired. Different classes of Accounts provide for a different number of services. The services pertaining to each class shall be highlighted on the Site.
6.2. The prices shall be clearly indicated on the Site and may be revised at our discretion.
6.3. Termination of the Service for any reason will not entitle the User to obtain any refund relating to payments of the Accounts or Services.
7. USER’S REPRESENTATIONS AND WARRANTIES
In order to be eligible to use our Services, you represent and warrant that all of the following are true of you from your entry into these Terms until the termination of their application to you:
7.1. You are residing in a country which allows the use of our Services without any reservations;
7.2. If you are a legal person (e.g. corporation, limited liability company, etc.) you are duly incorporated and validly existing under the law of the domicile and have the legal capacity to enter into these Terms to perform the obligations represented within it;
7.3. If you are an individual, then you are do not require consent or approval of any other person or entity to enter into and conclude a contractual obligation following the use of our Site or Services;
7.4. You do not permit or authorize any other person or entity to use our Services with your information;
7.5. You maintain our value and reputation to the best of your ability;
7.6. You do not use Services for any activities considered fraudulent, criminal or illegal under any laws or regulations in any applicable jurisdiction;
7.7. You transmit to us only information and data that has been collected and transmitted in full compliance with all applicable personal information laws, such as applicable laws concerning the storage or transfer of personal information, including, but without limitation, Directive 95/46/EC;
7.8. You will refrain from using abusive and vulgar language whether through email, phone or live chat and maintain professional conduct at all times with us and parties you contact through the use of our platform and Services. Abusive conduct will not be tolerated and could result in suspension of your access to the Services;
7.9. You are in all material respects in compliance with and have at all times been, to such extent, compliant with, and are not in material default or violation in any respect of any applicable law (including any regulation, permit or ordinance affecting any aspect of your business operation).
7.10. That the information provided to us including the address details to be connected to the ACN Code is correct to the best of your knowledge and that you have all necessary authorisation to provide such information.
8. OUR REPRESENTATIONS AND WARRANTIES
8.1. The Site, the Mobile App, the Services and the information and any content contained herein are provided “as is” and “as available”, without warranty or condition of any kind, either express or implied. Without limitation of the foregoing, ACN, and its subsidiaries, agents and their respective employees, contractors, directors, officers and shareholders, specifically disclaim any and all warranties, including but not limited to: 1) any warranties concerning the availability, accuracy, integration, appropriateness, reliability, completeness or timeliness, usefulness, arising from trade usage or course of dealing or course of performance, or otherwise of this Site, Mobile App or content thereon; 2) any warranty that this Site, Mobile App, e-mail correspondences and any other websites belonging to us will be secure, uninterrupted, not delayed or suspended, unchanged, virus/malware free or error free; and 3) the implied warranties of quiet enjoyment, merchantability, merchantable quality, fitness for a particular purpose, title, informational content, non-interference and non-infringement.
8.2. We make no warranties that the materials and provisions contained within this website are appropriate for any and all countries which you might be making use of the Services from. If you use this Service from locations found outside Malta, you are solely responsible for compliance with the applicable laws of that jurisdiction.
8.3. In the event that we provide or display any third-party hyperlinks or URLs they would only be provided by means of your convenience and we are not responsible in any way for such third-party websites or any material contained within.
8.4. We agree to act at all times in good faith an in conformity with the spirit of the purposes of these Terms.
9. PRINCIPAL OBLIGATIONS OF THE USER
9.1. You must take all reasonable steps to keep your Information safe at all times and never disclose them to anyone. We will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the Site or the Mobile App, should be reported to us. If you are in doubt whether a site/app is genuine, you should contact Customer Service. We advise to change your password/s regularly in order to reduce the risk of a security breach in relation to your Account. You must never allow anyone to access your Account or watch you accessing your Account.
9.2. If you have any indication or suspicion of your Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your password/s. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of your Account, login details, password or other security features. Any undue delay in notifying us may not only affect the security of your Account but may result in you being liable for any losses as a result. If you suspect that your Account was accessed by someone else, you should also contact any relevant authorities to report the incident.
9.3. We may suspend your access to the Services or otherwise restrict its functionality on reasonable grounds relating to the security of the Services or any of its security features or if we reasonably suspect that an unauthorised or fraudulent use of the Services has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
9.4. All reasonable care must be taken to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account or your login details. In case any of the e-mail addresses registered with your Accounts are compromised, you should, without undue delay after becoming aware of this, contact Customer Service and also contact your e-mail service provider.
10. RESTRICTED ACTIVITIES
10.1. In connection with your use of the Services, you agree that you or any other party will not:
b) Breach any law, statute, contract, or regulation;
c) Infringe our or any other Account holder's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
d) Provide false, inaccurate or misleading Information;
e) Use the Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
f) Act in a manner that is offensive, defamatory, libellous, unlawfully threatening or unlawfully harassing;
g) Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the Site or Mobile App without our or the respective third party’s written consent;
h) Take any action that may cause us to lose any of the services from our third-party service providers;
i) Reveal your Account password/s or username/s to anyone else, nor may you use anyone else's password or username. We are not responsible for losses incurred by you including, without limitation, the use of your Account by any person other than you, arising as the result of misuse of passwords;
j) Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the Service or activities carried out as part of the Services or otherwise than in accordance with the terms of these Terms.
11. LIMITATION OF LIABILITY
11.1. In the event of a claim arising from a payment that was incorrectly executed or not properly authorised, we shall at your request immediately refund the payment amount. This shall not apply:
a) Where the claim arises from your failure to keep security information of your Account, such as usernames, passwords, or codes secure in which case you shall remain liable;
b) If you fail to notify us without undue delay of any loss of your password/username/code or other event that could reasonably be expected to have compromised the security of your Account after you have gained knowledge of such event in which case you shall remain liable for losses incurred up to your notification to us. For the avoidance of doubt, the User shall not be liable for any losses incurred after proper notification to us is made;
c) In case the payment was unauthorised but you have compromised the security of your Account with intent or gross negligence in which case you shall be solely liable for all losses;
d) You fail to dispute and bring the unauthorised or incorrectly executed payment to our attention within three (3) months from the date of the payment;
e) In the event that the unauthorised payment results from the fraudulent act or gross negligence on the part of the User.
11.2. If a User requests a refund in terms if this Clause 11, we shall, within 10 business days, either refund the full amount of the payment to the User or provide the User with justification for refusing to provide the refund and shall indicate where the User may contest such decision if he is not satisfied with the justification given.
11.3. In any case, we shall not be liable for any disruption or impairment of our Service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected.
11.4. We shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.
11.5. Our obligation under these Terms is limited to providing you with our Services. Included in the Service are a number of tools such as to facilitate correspondence between you and your contacts to share ACN Codes and to be provided with directions to locations. We do not make any statement in relation to or endorsement of the quality, safety, accuracy or legality of any goods or services provided by any third party.
11.6. Included in the Services are a number of useful ACN Codes relating to hotels, airports, embassies, tourist information centres and such. We do not make any statement in relation to the accuracy or completeness of such information or any statement in relation to or endorsement of the quality, safety, accuracy or legality of any goods or services provided by any third party.
11.7. We shall not be liable for any inadequacy, erroneous or incorrect information which has been contacted to third Parties or yourself based on inadequate, erroneous or incorrect information provided to us by a third party or yourself.
11.8. We make no representations or guarantees regarding Users utilizing our Service. Any use of our Services in no way represents any endorsement by us of a User's existence, legitimacy, competence, ability, policies, practices, or beliefs. We do not have control of, or hold any liability whatsoever for, goods or services that are agreed between you and third parties following use of the Services, regardless of whether such goods or services have been duly performed or otherwise.
11.9. We attempt to be as accurate as possible. However, we do not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by ACN is not as described, your sole remedy is to refrain from using our Services, portals, apps or any other form of media curated by ACN Navigate.
11.10. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any Claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or suffer due to or arising out of your or your agents' breach of these Terms, breach of any applicable law or regulation and/or use of the Services.
11.11. You agree that notwithstanding the above provisions, the maximum amount of liability which we can incur shall not exceed three (3) times the amount actually paid to us by you in the provision of the Services.
11.12. The provisions in Clause 11 shall survive termination of the relationship between you and us.
12. FORCE MAJEURE
12.1. We shall not be liable for any economic loss, delay or failure in performance of any part of this agreement to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, Act of God, civil unrest, data trespass, inability to secure materials or labour, action of the User or any other cause beyond our reasonable control.
13.1. We may at any time amend, delete or add to these Terms and Conditions, including the payments and other amounts which apply to your use of the Services (an “Amendment”) by giving notice of such Amendment by posting a revised version of these Terms on the Site. An Amendment will be made unilaterally by us and you will be deemed to have accepted the Amendment after you have received notice of it and continued to make use of the Services without lodging any objection to the Amendment.
13.2. Furthermore, you acknowledge, that we can amend, delete or add to the Site and to the Services at any time within our discretion without the need to provide prior notice to you.
13.3. If you do not accept an Amendment, you must stop using the Services. If you do not object to an Amendment by discontinuing your use of the Services, you will be deemed to have accepted it. While you may stop the use of the Services at any time and without charge please note that you may still be liable to us after you terminate these Terms for any liabilities you may have incurred and are responsible for prior to terminating these Terms.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. The User acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Services shall be and shall remain the sole property of ACN or such other party as may be identified from time to time. No User shall, throughout the duration as well as after the termination of these Terms (whether in whole in part), question or dispute such ownership.
14.2. The Parties agree and acknowledge that these Terms provides the User with a right to use our system and platform but not to use or in any other way expose our logo or any of our other intellectual property unless otherwise specifically agreed to in writing. In the event the User reasonably needs to use intellectual property owned by us, the User shall submit a written request containing the reasoning for the same to us.
14.3. You acknowledge and agree that we may freely use any suggestions and improvements related to the ACN and the Services that you may provide. To the respect that such suggestions or improvements relate to an integrated part of the Services, the Site and/or the Mobile App, the intellectual property rights therein shall vest in ACN.
15.1. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms.
16.1. The interpretation of these Terms and Conditions shall not be affected by its headings.
17. ENTIRE AGREEMENT
18. APPLICABLE LAW AND JURISDICTION
18.1. These Terms and Conditions shall be governed and construed in accordance with the laws of Malta.
18.2. The Parties hereby undertake and agree that any dispute, controversy or claim which any of them may have under or relating to this Agreement (including, without limitation, any dispute, controversy or claim relating to the existence, validity or termination of this Agreement) which shall not be possible to resolve amicably, shall be referred to the Malta Centre for Arbitration for resolution in accordance with the Arbitration Act, Chapter 387 of the Laws of Malta. The arbitration tribunal shall be composed of a single arbitrator to be appointed by the Chairperson of the Malta Arbitration Centre which shall conduct its proceedings in Malta in accordance with the Rules of the Malta Arbitration Centre as may from time to time be in force. The award shall be final and binding upon the Parties. Nothing in this Agreement shall limit the Parties’ right to enforce an arbitration award in any applicable competent court of law.