1 Structure of contract documentation
1.1 The Contract consists of:
1.1.1 the Licence Agreement;
1.1.2 Sygic Maps Specification;
1.1.3 these Terms & Conditions;
1.1.4 Sub-licence Agreement; and
the Contract is concluded between Sygic and the Customer.
1.2 In case of discrepancies between any provisions of the Contract, the following order of precedence shall apply:
- Terms & Conditions;
- Sygic Maps Specification;
- Technical Documentation;
- Sub-licence Agreement.
1.3 The applicability of these Terms & Conditions can only be excluded or restricted by law, regulations or explicit written mutual agreement between the Parties.
SECTION A – Definitions
2.1 The following words, terms or expressions used in the Contract, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof, shall have the following meaning:
‘Add-On’ means a piece of software, or a software functionality, that enhances Base Functionalities of Sygic Maps; available add-ons are specified in the Technical Documentation; particular add-ons are provided by Sygic to the Customer as agreed in the Sygic Maps Specification;
‘Agreement’ means the agreement for Sygic Maps setting out terms of granting the Licence to use a copy of Sygic Maps and providing Service concluded between the Parties, including any appendices or other documents that form its inseparable part and any modifications and amendments thereof;
‘API key’ means a unique password that enables the Authorised User to use a copy of Sygic Maps; only Sygic is permitted to issue API keys for Sygic Maps;
'Applicable Law’ means
(a) any and all applicable laws, statutes, regulations, by-laws, codes, orders, ordinances, rules, treaties, and any and all orders or judgments of a court or tribunal having jurisdiction, and
(b) any and all applicable official rules, regulations, directives, orders, requirements, policies, guidelines and standards of each competent authority, that are in existence or come into existence, as the same may be amended, re-enacted, consolidated and/or replaced, from time to time, and any successor to any of the foregoing;
‘Application’ means a software programme developed by the Customer into which Sygic Maps are to be integrated respecting the limitations described in Article 13 hereof;
‘Asset’ means a person, animal, site, transportation or device (e.g. vehicle, notebook, black box, GPS receiver) or other mobile or immobile object using Sygic Maps including, without limitation, routing, tracking and/or optimization;
‘Asset Type’ means Base Functionality of Sygic Maps combined with the Map provided by a specific Map provider (OSM, TOMTOM or HERE);
‘Authorised User’ means any Customer’s employee, independent contractor, and/or end user authorised by the Customer to use a copy of Sygic Maps under the terms of the Licence and in line with the Contract; for the avoidance of doubts, the Customer shall be liable for binding authorised users to comply with the terms of the Contract relevant for them (e.g. grant of the licence, restrictions on use);
‘Base Functionality’ means features which Sygic maps always have and which are defined in the Technical documentation.
‘BLS Account’ means an account on Sygic’s website accessible by the Customer; access information is provided by Sygic via email.
‘Commercial Code’ means Act No. 513/1991 Coll., Commercial Code, as amended;
‘Contract’ shall have the meaning ascribed to it in the Article 1.1 hereof;
‘Copyright Act’ means Act No. 185/2015 Coll., Copyright Act, as amended;
‘Customer’ means the company or person identified in the Licence Agreement;
“Deposit” means an advance payment in the amount of Fee for one year as specified in the Sygic Maps Specification;
‘Fee’ means the Fee for a specific Asset Type including Add-Ons (if applicable) specified in the Sygic Maps Specification;
‘GDPR’ means REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
‘Licence’ means the right to use a copy of Sygic Maps granted pursuant to Section 65 et seq. of the Copyright Act, by Sygic to the Customer;
‘Map’ means the map provided by the map provider specified in the Sygic Maps Specification including any updates (if applicable); the map is property of the map provider who licensed the map to Sygic;
‘Mobile Asset Management’ means an information system that uses the data to perform tracking (for the avoidance of doubt: including geocoding & reverse-geocoding), routing and optionally optimization by a central dispatcher or similar functions of mobile assets but not unmanned aerial vehicles (such as drones);
‘Parties’ means Sygic and the Customer specified in the Licence Agreement; Sygic and the Customer may also be individually referred to as ‘Party’;
‘Personal Data’ means any information relating to an identified or identifiable natural person.
‘Service’ shall have a meaning specified in Article 8;
‘Sub-licence’ means the right to use the Map, granted pursuant to Section 72 of the Copyright Act, by Sygic to the Customer under the terms of the Sub-licence Agreement.
‘Sub-licence Agreement’ means the agreement subject matter of which is a grant of the Sub-licence.
‘Supported Platform’ means any platform on which Sygic Maps is designed to run; the supported platform is specified in the Technical Documentation;
‘Sygic’ means Sygic a. s., company established and existing under the laws of the Slovak Republic, with its registered seat at Twin City C, Mlynské Nivy 16, 821 09 Bratislava - mestská časť Ružinov, the Slovak Republic, company ID-no.: 35 892 030;
‘Sygic Maps’ means a Mobile Asset Management product, which contains cloud-based software components for the independent development and deployment of map-based applications including any future updates, fixes, enhancements or new releases thereof; specification of the Base Functionalities, available Map providers and available Add-On packages are contained in the Technical Documentation; for the purposes of the Contract the term Sygic Maps shall contain the Base Functionalities including Map provided by a Map provider chosen by the Customer and Add-Ons that were agreed to be provided by Sygic to the Customer;
‘Sygic Maps Specification’ means the document reflecting an agreement of the Parties forming a part of the Contract that specifies, in particular, (i) minimum number of Assets on which Sygic Maps with Base Functionalities and specific Map will be used(ii) Add-Ons, (iiii) Deposit (iv) the Fee; the Sygic Maps specification shall form an appendix 1 to the Licence Agreement and may after the first year of the License be modified or amended through signing by both Parties the form of the Sygic Maps Specification provided to the Customer by Sygic;
‘Terms & Conditions’ means these terms and conditions that, as an inseparable part of the Licence Agreement, regulate rights and duties of Sygic and the Customer and matters related to the Licence and Service;
‘Technical Documentation’ means documentation available online at http://www.sygic.com/developers/ which specifies (i) Base Functionalities, available Map providers and available Add-On packages, (ii) technical requirements for proper operation of Sygic Maps, and (iii) technical information related to Application development.
SECTION B – Licence
3.1 Sygic Maps, and the information relating thereto, in particular the Map data, are protected by copyright. All rights to Sygic Maps and information relating thereto are held solely by Sygic and its providers, in accordance with the Licence Agreements concluded between Sygic and its providers. Any deviations from the intended use of Sygic Maps, in particular the systematic reading of information, the dissemination of software or information to third parties and adaptations are not permitted. Copyright information and brand names may not be modified or deleted.
4 Grant of the Licence
4.1 Sygic grants to the Customer the Licence to use a copy of Sygic Maps to the extent: (i) to utilise a copy of Sygic Maps on the Assets (ii) to grant sub-licence to use a copy of Sygic Maps to Authorised Users and (iii) to integrate a copy of Sygic Maps in their Application(s) provided that such use complies with the conditions specified in the Contract.
4.2 The Licence shall be granted for an indefinite period of time; however, it shall, in any case, end upon termination of the Contract or upon termination (but not expiration) of the respective Sygic Maps Specification.
4.3 Sygic grants the Sub-licence to use the Map to the Customer. It is understood that Sygic grants the Sub-licence only within the extent permitted by the Map provider and Sub-licence Agreement.
5 Delivery and API key
5.1 Sygic will deliver Sygic Maps to the Customer by providing the API Key via BLS Account or through other agreed means at the latest three (3) working days after receipt of the Deposit.
5.2 The Parties agreed that Sygic shall provide API keys as necessary to enable the Customer to use the Base Functionalities, Maps and Add-Ons on the minimum number of Assets as agreed in the Sygic Maps Specification. The Customer shall be obliged to notify Sygic of the actual use of Sygic Maps in regular monthly reports according to Article 10 which shall form a basis for issuing monthly invoices under Article 11.
5.3 Sygic Maps shall be considered as taken over by the Customer and the Licence shall be granted at the moment of API key delivery as described in Article 5.1 above.
5.4 The Customer shall treat the API key as confidential and secure it against unauthorised use. The API key may only be made available to those Authorised Users who are permitted to use Sygic Maps in line with the Contract.
5.5 Should Sygic suspect that a third party has used the Customer's API key(s) without authorisation, it reserves the right to block the Customer's API key(s) until the matter is resolved.
6 Warranty related to the Licence
6.1 Sygic hereby warrants that Sygic Maps provided to the Customer:
6.1.1 are as described in the Technical Documentation provided to the Customer; and
6.1.2 do not contain program code, programming instruction or set of instructions that is intentionally constructed with the ability to damage, interfere with, have viral effects or disable or otherwise adversely affect any computer software.
To the maximum extent permitted by Applicable Laws, Sygic provides no other warranty.
6.2 In case that the Customer proves that the aforementioned is not true/correct, the Customer may request from Sygic (i) to repair Sygic Maps so that it is in line with Article 6.1 above; or, if this is not possible(ii) to provide new Sygic Maps.
6.3 Technical parameters of the Sygic Maps (such as guaranteed availability) are specified in Appendix A hereof.
6.4 Should Sygic Maps show a defect (i.e. non-conformities or malfunctions), the Customer shall inform Sygic in writing immediately with an exact description of the relevant facts together with all other useful information for resolving the issue. Sygic shall fix correctly reported defects within a reasonable time frame. Should attempts to rectify the problem fail, the Customer is entitled to terminate Sygic Maps Specification, or the relevant part thereof immediately. In such case the Customer shall be entitled to refund of the relevant proportion of the paid Deposit.
6.5 Sygic shall not be liable to the Customer or to any third parties for any loss or damage whatsoever or howsoever caused arising directly or indirectly from improper use of Sygic Maps or inability to use Sygic Maps. The Customer, the Authorised User and end user shall be responsible for the determination of appropriate uses of Sygic Maps (such as providing correct inputs related to selection of the route, tolls, truck height, etc.) and for establishing adequate and independent procedures for testing the reliability and accuracy of any device on which Sygic Maps shall be used.
6.6 The Customer is also responsible for establishing adequate and independent procedures for testing the reliability and accuracy of any Application. Sygic shall bear no responsibility and shall not be liable in any manner whatsoever with respect to Application(s).
6.7 The Customer is aware that Maps and Map related data which include traffic data, traffic forecasts, additional data content or databases, such as toll fare information, emissions, speed limits, truck attributes, postcodes and POIs, can never completely display the actual conditions, since a time delay between a change of circumstances and their inclusion in Sygic Maps and database technology cannot be avoided. Such deviations do not constitute a defect. Maps and Map related data are provided by a third party Map provider.
6.8 The rights and obligations related to the use of Maps and Map related data shall be governed by Sub-license Agreements that can be found at http://sygic.com/company/sub-license-agreement-here for Here Maps and at http://sygic.com/company/sub-license-agreement-tomtom for TomTom Maps. For purpose of Sub-licence Agreement, the term Customer hereunder shall correspond to the term Sub-licensee as defined in the Sub-licence Agreement.
6.9 Should it become apparent that there was no defect for which Sygic is responsible, then Sygic is entitled to invoice the Customer the resulting expenses in accordance with the latest price list of Sygic. However, this does not apply insofar as the Customer was not able to recognize that there was no defect. The same applies to Sygic's expenses which result from the Customer using Sygic Maps and the operational support in a manner not agreed by the Parties.
7 Provided Licence
7.1 Detailed specification of the Licence to use a copy of Sygic Maps [e.g. Asset Types and Add-Ons (if applicable)] shall be contained in Sygic Maps Specification.
7.2 Sygic may alter the functions and features of Sygic Maps and shut down or restrict individual functions without any limitations.
SECTION C –Service
8 Support Services
8.1 Sygic shall provide the Customer with Support Services specified in this Article subject to the terms, conditions and limitations specified in the Contract and provided that the Customer is current on all Fees.
8.2 The Customer shall have the right to access the web forum at http://www.sygic.com/developers/ where the responses to frequently asked questions from the Sygic’s engineers and from the community will be displayed. The access to the forum is unlimited.
8.3 Further, the Customer shall have the right to send to Sygic questions relating to Sygic Maps to get personalised help. The questions shall be delivered to the email address email@example.com, or other, as may be specified by Sygic. Sygic shall handle such questions promptly and make all reasonable effort to react to delivered questions within a reasonable time.
8.4 The Support Services shall include provision of consultancy and advice regarding installation, operation and maintenance. Also, general advice regarding reported defects shall be given.
8.5 The Support Services shall be free of charge in case that the total number of Man-Hours of provided Support Services does not exceed ten (10) Man-Hours per year unless otherwise provided in the Sygic Maps Specification.
SECTION D – General
9 Limitation of Liability - General
9.1 Should Sygic breach any obligation hereunder, it shall be liable for the damage caused to the Customer only if the damage has been caused by his negligence.
9.2 Sygic's entire liability for all claims or damages arising out of, or related to the Contract, regardless of the fact whether the Customer acts as a defendant, a claimant or otherwise, shall be limited to and shall not exceed (in the aggregate for all claims, actions and causes of action of every kind and nature) the amount paid to Sygic under the Contract for the specific item (e.g. particular API key or particular Asset) that caused the damage or that is the subject matter of, or is directly related to, the cause of action. Upon conclusion of the Licence Agreement the Parties confirm that the amount referred to the immediately preceding sentence represents the amount of foreseeable damages.
10.1 The Customer shall be obliged to provide Sygic with correct, up-to-date and exhaustive report on the monthly use of Sygic Maps by the Customer (i.e. specify separately the number of Assets on which (i) the Base functionality of Sygic Maps, (ii) particular Maps and (iii) particular Add-Ons was used) within 5 days following the end of each month of the term of the Licence. Sygic shall be entitled to verify the correctness of such report in line with the Article 14 hereof.
11 Fees and Payments
11.1 The Fee is specified in the Sygic Maps Specification and depends on the Asset Type and Add-ons.
11.2 Sygic shall issue any and all invoices in accordance with the applicable Slovak tax and accountancy regulations. The Fees shall be paid to the account of Sygic specified in the respective invoice, unless agreed otherwise in writing.
11.3 The Customer shall be obliged to pay Deposit to Sygic. The first Deposit shall be paid prior to the provision of API key and thus prior to the grant of the Licence.
11.4 The Customer agrees that Sygic will issue an electronic invoice that will be sent via email. Sygic shall issue (i) Deposit invoices on irregular basis and (ii) monthly invoices by the 15th day following each respective month of the term of the Licence.
11.5 Amount of Fees due under the monthly invoices shall be calculated as follows:
Monthly payment = number of each Asset Type (and Add-Ons if applicable) x Fee.
11.6 For the avoidance of doubts, the amount due under the monthly invoices shall be set-off against the Deposit and as long as there are still remaining funds of the Deposit, Customer shall not be obliged to make any payment. However, at certain point of Contract duration, the amount of the Deposit might be spent.
11.7 Once the amount of Deposit is spent, the Customer shall be obliged to top-up the Deposit by the amount corresponding to annual Fee as specified by Sygic within 15 days from the day of delivery of the notification from Sygic. Sygic shall be obliged to notify the Customer of spending the Deposit and issue the relevant Deposit invoice without undue delay.
11.8 All Fees payable under the Contract are net amounts and are payable in full, without any deductions for taxes, duties or levies of any kind. In such case the sum payable by the Customer in respect of which the deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after making the required deduction or withholding, Sygic receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the Fee which it would have received had no such deduction or withholding been made or required to be made.
11.9 If the Customer does not pay the Fees / the Deposit according to the terms of the Contract, Sygic may block the use of Sygic Maps by any means. In such case the Customer shall be obliged to pay the contractual penalty corresponding to the amount of Deposit (and any accessories).
11.10 Sygic may request that the Customer pays a late payment interest at rate 0,04% per diem of any and all due payments.
11.11 In case of changes (i) in the charges of the Map providers, or (ii) in the content of the provided Map packages which might influence the conditions under which Sygic is able to perform its obligations under the Contract, the Parties may either agree to new conditions or they may terminate the Contract or the Licence Agreement, with a two months termination period.
11.12 Should the Customer pay subsequent Deposit, the Term of Sygic Maps Specification, as agreed in the Licence Agreement for Sygic Maps, shall be automatically renewed for successive one (1) year under the same terms as therein contained.
12.1 The Customer may develop its own Applications and include Sygic Maps therein. Applications must be developed in compliance with recognised rules of technology, customary norms, standards and provisions of the Contract. It is prohibited to use Sygic Maps in applications other than Applications.
12.2 Sygic makes available the interface description, program guidelines and other information related to Application development in the Technical Documentation.
13 Prohibited Use
13.1 Except as otherwise stated in the Contract, it is expressly forbidden to use Sygic Maps causing or permitting (i) disclosure, display, access, or use of Sygic Maps by anyone other than the Authorised User and (ii) the loan, publication, transfer of possession (whether by sale, exchange, gift, operation of law or otherwise), sublicensing, rental, or other dissemination or use of Sygic Maps, in whole or in part, to or for any third party. The Customer shall not (except as expressly required by law) reverse engineer, decompile, translate, disassemble, or otherwise attempt to discover the source code of Sygic Maps as it contains trade secrets.
13.2 The Customer may use Sygic Maps only in accordance with the provisions of the Contract and Applicable Laws. The Customer may not store or share via Sygic Maps any Personal Data and any data that:
a) are discriminatory, racist, hold human life in contempt or glorify violence,
b) call for criminal offences or condone them,
c) contain pornography or violate the youth protection law, or
d) violate individual rights of third parties.
13.3 In developing the Application, the Customer must not use any software or other technical elements that change, enhance or jeopardise the operation of Sygic Maps. In particular, the Customer must not attempt to access Sygic Maps via technical means other than a regular call to the web service.
13.4 The use of Sygic Maps is only for companies and persons which use Sygic Maps to carry out their commercial or independent professional activity. Sygic reserves the right to verify the entrepreneurial status of the Customer and to demand appropriate proof.
13.5 Should Sygic suspect that the Customer does not comply with the provision of this Article 13 or uses Sygic Maps in other way which is incompatible with the Contract, Sygic is entitled to block the Customer's right to use Sygic Maps until the matter is resolved.
14 Right of Audit
14.1 The Customer is obliged to (in particular but without limitation) comply with the Sygic Map Specification (i.e. use Sygic Maps as specified therein), Technical Documentation and these Terms & Conditions in particular, it is obliged to provide Sygic correct and up-to date reports as required under Article 10 hereof.
14.2 Sygic is entitled to conduct an audit in order to verify whether the Customer complies with the provisions of the Contract and Applicable Laws. The Customer is obliged to enable Sygic to conduct such audit and to provide any assistance requested by Sygic (e.g. access to premises, devices, and documents) upon advance notice but otherwise, without any limitation.
15 Data Protection
15.1 Sygic processes the login information (e.g. e-mail and IMEI) of Authorised Users that might qualify as Personal Data and all other Personal Data (e.g. Personal Data of contact persons) provided to Sygic by the Customer, solely for the intended performance under this Contract along with the establishment, implementation and termination of the Agreement or if required so under the laws of the Slovak Republic. Sygic processes login information that qualifies as Personal Data and Personal Data of Customer’s contact persons, as a controller within the meaning of Article 4 (7) of the GDPR. The lawful basis for processing is its legitimate interest pursuant to Art. 6(1)(f) of the GDPR. The processing of login information is necessary for the purpose of pairing the devices with granted Licence or Sub-licence pursuant to this Contract. The processing of Personal Data of contact persons is necessary for the conclusion of the Contract and fulfilment of obligations arising from this Contract.
15.2 Should it become necessary to provide Sygic with any other Personal Data than those specified in Article 14.1 above, such data may be provided only if they are anonymised and thus the identification of a concrete person is made impossible, unless agreed otherwise.
15.3 Should the Customer using Sygic Maps process data that is attributable to an identified or identifiable person, the Customer is solely responsible for ensuring that such processing is based on one of lawful bases according to Article 6 of the GDPR. In relation to such Personal Data, the Customer always processes them as a controller within the meaning of Article 4 (7) of the GDPR. The Licensee will exempt Sygic from all claims of the person involved and will compensate Sygic for damage caused to Sygic due to the transfer of personally identifiable information to Sygic which violates GDPR or any data protection laws, unless the Customer can prove that he or she is not responsible for this violation.
15.4 The Parties shall conclude an agreement on Personal Data processing if required pursuant to the GDPR.
16.1 The Parties may agree on issuance of a joint press release with regard to their relationship hereunder. No such press release will be issued by either Party unless the form and content of such press release has been previously approved by both Parties, while such an approval shall be at the sole discretion of each Party.
16.2 The Customer shall use its best efforts to accept Sygic’s branding requirements with respect to the following items:
• Splash Screen – Sygic logo must appear on start-up screen for a minimum of two (2) seconds.
• Website – Sygic logo must appear on the Customer website advertising the application and shall be linked to Sygic web site (www.sygic.com).
• Map – Sygic logo must appear on the Map.
16.3 The Customer may use Sygic logo in other material, (such as case studies) only upon prior approval of Sygic.
16.4 The Customer hereby expressly agrees that Sygic may refer to the Customer in order to prove experience and expertise of Sygic (i) in any marketing materials of Sygic and (ii) in any other materials.
17 Transfer to third parties
17.1 Sygic may transfer the rights and responsibilities from the Contract to third parties without the consent of the Customer. Sygic will give four weeks’ written notice before such transfer. If the Customer does not agree to such transfer, the Contract may be terminated. Such termination shall become effective upon delivery of a written termination notice or upon the termination date stated therein. In the event of such termination, Sygic will refund the Customer the appropriate share of the paid Deposit.
17.2 Transfer of rights and responsibilities from the Contract to a third party requires the prior written permission by Sygic.
18 Term and Termination
18.1 The Contract is concluded for an indefinite period of time and may be terminated.
18.2 If either Party materially defaults in the performance of its duties, i.e. in case that Sygic fails to provide agreed Sygic Maps, or the Customer fails to pay the Fees/Deposit, and fails to cure the default within 15 days after written notice thereof to cure the default, the other Party may, by giving written termination notice (výpoveď) thereof, terminate the Contract or particular Sygic Maps Specification, effective immediately.
18.3 Sygic may terminate the Contract based on a written two months termination notice. The termination shall become effective at the end of the second calendar month following the month in which the termination notice was delivered to the Customer.
18.4 The Customer may terminate the Contract, or Sygic Maps Specification, based on a written termination notice effective at the end of each year that passed from the grant of License; the termination notice must be delivered no later than three (3) months prior to effectiveness of the termination. The reasons of termination shall be stated in the notice; however the reasons shall not influence validity and effects of the notice.
18.5 Notwithstanding anything else in the Contract, the Customer must not terminate either the Contract or the Sygic Maps Specification sooner than one (1) year from the grant of the Licence.
18.6 The Parties may also agree on termination of the Contract or Sygic Maps Specification to a specific date.
18.7 The Customer’s obligation to pay the Fee shall not cease to exist due to termination of the Contract or Sygic Maps Specification. The Customer will reimburse Sygic for any reasonable legal fees and other costs and expenses incurred by Sygic in collecting overdue amounts. The Parties agree that the amount of reimbursement shall be deemed to be a contractual penalty without prejudice to Sygic right to claim damages.
18.8 Should Sygic terminate the Contract or Sygic Maps Specification for any reason on the part of Sygic, Sygic shall refund the Deposit already paid for the non-provided Sygic Maps, pro rata, to the Customer.
18.9 If the Contract or the Sygic Maps Specification ends due to reasons on the part of the Customer, Sygic shall be entitled to keep the outstanding amount of the Deposit which shall be considered a contractual penalty. This claim remains intact even if Sygic has disabled access due to good cause in accordance with the Contract.
19 Applicable Law and Dispute Resolution
19.1 The Contract and Sygic Maps Specification(s) are governed by and construed in accordance with the laws of the Slovak Republic, specifically, Copyright Act and Commercial Code. For the avoidance of doubts, the United Nations Convention on Contracts for the International Sale of Goods is hereby specifically excluded.
19.2 All disputes arising out of the Contract, or Sygic Maps Specification(s), including disputes relating to its validity, breach, termination or nullity shall be finally settled by the courts of the Slovak Republic.
20 Final Provisions
20.1 Any provision of the Contract, that is, becomes invalid or is declared invalid or unenforceable, shall be considered severable to the extent of invalidity or unenforceability, and shall be deemed as deleted from the Contract, whereas the rest of the Contract shall remain unaffected, i.e. valid and effective. The Parties undertake to replace the invalid or unenforceable provisions by provisions that nearest approach their intention and purpose under the Contract.
20.2 The Customer shall notify Sygic in writing, without undue delay, of any changes in the information contained in the Contract, or in Sygic Maps Specification(s), or any changes affecting the Customer’s identity or legal status, or any significant facts and changes that relate to or might have a substantial impact upon its transactions or business relationship with Sygic or the Customer’s ability to fulfil its obligations towards Sygic or of which Sygic could reasonably be expected to be informed. The Customer shall submit documents evidencing such changes and other information as Sygic may reasonably request. Any change shall become effective against and binding on Sygic on the business day following receipt of such notification, notwithstanding any information contained in any public register. The Customer is responsible for any loss or damage incurred by Sygic or the Customer arising out of the failure of the Customer to duly and promptly notify Sygic of such changes.
20.3 Nothing in the Contract or in the Sygic Maps Specification(s) shall create a partnership or a corporation between the Parties, nor deem either Party the agent of the other Party for any purpose.
20.4 The Terms & Conditions are valid and effective as of the day written herein and are applicable for the Customer as of the date of effectiveness of the Contract. Sygic may unilaterally modify or update the Terms & Conditions, as well as supplement them with additional terms, at any time, and at its sole discretion. The actual version of the Terms & Conditions is available on Sygic's website. If the Customer does not agree with the modified, updated or supplemented Terms & Conditions, it shall be entitled to unilaterally terminate the Contract in writing within 14 days after it was informed of the change.
1.1 This Appendix A specifies the minimum guarantees related to the operation of Sygic Maps and the compensation offered if those guarantees are not met.
2.1 Sygic guarantees that Sygic Maps will be available no less than 99.90% time during a given calendar month (i.e. 99.90% uptime). Compensation will be provided by granting service credits if those guarantees are not met.
2.2 Downtime is a period of time when specific Sygic Maps product is completely unavailable to the Customer.
2.3 Downtime is defined as a period of at least ten (10) consecutive minutes during which communication with Sygic servers (i.e. any incoming and outcoming traffic excluding internet latency) is impossible.
2.4 Internet latency is defined as the amount of time it takes for any given request to receive a response while using a public network. Sygic is not responsible for internet latency and therefore it cannot be held responsible if request is timed out due to local internet provider’s services.
3 Cloud Infrastructure
3.1 Sygic Maps availability is always limited to the availability of Microsoft Azure cloud infrastructure on which Sygic Maps is based.
3.2 Microsoft Azure guarantees at least 99.99% availability of the Azure Active Directory Basic and Premium services. The services are considered available in the following scenarios:
• Users are able to login to the service, login to the Access Panel, access applications on the Access Panel and reset passwords.
• IT administrators are able to create, read, write and delete entries in the directory or provision or de-provision users to applications in the directory.
Download Active Directory SLA
Please view full details at https://azure.microsoft.com/en-us/support/legal/sla/.
4 Availability Monitoring
4.1 Sygic actively and continuously monitors availability of Sygic Maps and for potential response time degradation.
4.2 Goal of the monitoring is to track and store any information about system outages or increased latency. Sygic uses monitoring to be able to promptly react on any outage or degradation operation of Sygic Maps.
5.1 Sygic schedules for an average maintenance period of 1 hour per week. This time can occasionally increase but will not exceed 8 hours. Maintenance is performed in order to apply map data or other data updates. Scheduled maintenance will be announced in advance and will not count as downtime.
6.1 Your account must be current and active to be eligible for service from Sygic and the associated guarantees. If you fail to take action to maintain service, or take some action to disrupt service, the SLA does not apply.
6.2 The uptime and response guarantees defined above do not apply to any unavailability, suspension, or termination of Sygic Maps operation, or any other Sygic Maps operation issues:
• that result from blocking of API key (s);
• caused by factors outside of our reasonable control of Sygic, including any force majeure event or Internet access or related problems beyond the control of Sygic such as acts of war, terrorism and foreign enemies, natural disaster of overwhelming proportions, grand-scale discontinuation of electrical supply, or any other unforeseeable circumstances against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts;
• that result from any action or inaction of the Customer or any third party;
• that result from the equipment, software or other technology of the Customer and/or third party equipment (other than third party equipment within our direct control);
• arising from the suspension or termination of the Customer´s right to use Sygic maps in line with the Contract; or
• that result from the Customer´s failure to adhere to any requirements specified in the Technical Documentation.
7.1 If Sygic Maps is not available as guaranteed by Sygic, the Customer will be granted between one day and one month's worth of Licence to use Sygic Maps, depending on the severity of the outage and/or performance degradation.
7.2 In the case of a "web service outage" resulting in less than 99.90% uptime (but at least 99%) during a given calendar month, Sygic will grant to the Customer a credit of one (1) additional week of Licence to use Sygic Maps.
In the case of a "web service outage" resulting in less than 99% uptime during a given calendar month, Sygic will grant to the Customer a credit of one (1) additional month of Licence to use Sygic Maps.