Terms and Conditions

Last updated: January 2025

This document contains the general terms and conditions applicable to use of the Transvect service, provided by Transvect Group AB (Org.nr 559525-4144), with its principal office located in Malmö, Sweden (hereinafter referred to as "Transvect").

1. Introductory provisions

The capitalized terms used in these Terms and Conditions, both in the singular and the plural, are understood to have the meaning as described in this article.

1.1. Account: the account of the Customer, which provides access to certain parts of the Platform and allows the Customer to use the Service.

1.2. Agreement: the agreement between the Parties under which Transvect provides its Services to the Customer, of which these Terms and Conditions form an integral part.

1.3. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighboring rights, patent rights and rights to know-how.

1.4. Materials: all materials, including but not limited to websites, logos, leaflets, images, texts, videos, audio, and all other content made available by any Party under the Agreement.

1.5. Customer: any legal entity or natural person acting in the course of its business or profession that concludes an Agreement with Transvect for the provision of Services.

1.6. Party: Transvect and the Customer (plural) or either Transvect or the Customer (singular).

1.7. Platform: the platform to which access is provided by Transvect as part of the Services, accessible through the Website and/or mobile applications, and of which the functionalities may differ, depending on the agreed Service Plan.

1.8. Services: the services provided by Transvect to the Customer under the Agreement, including but not limited to the provision of access to the Platform, transport marketplace tools, order management systems, payment processing facilitation via Stripe Connect, quote management, customer communication, and shipment tracking.

1.9. Terms and Conditions: these general terms and conditions and any appendices thereto.

1.10. Customer Data: any data processed through the Services by the Customer, including but not limited to customer information, orders, inventory data, and payment information.

1.11. Website: www.transvect.se

2. Conclusion and fulfillment

2.1. The Agreement is concluded with:

a. the Customer's completion of the registration form for an Account on the Platform and subsequent receipt of a written registration confirmation from Transvect, automated or otherwise; or

b. the mutual signing of a written agreement, which prescribes the provision to Customer of access to an Account by Transvect.

2.2. In order to facilitate Account registration, the Customer is asked to provide, or will be provided with login information (a unique username and password, or authentication via Clerk). The Customer is obliged to use any Accounts made available by Transvect in a careful manner and to keep its login information secure and strictly confidential. Transvect has the right to assume that all acts performed following authentication of these accounts have been performed under the supervision and with the approval of the Customer. The Customer is obliged to notify Transvect immediately if it suspects abuse of and/or unauthorized access to its accounts.

2.3. After conclusion of the Agreement, access to the Services is granted for the duration of the Agreement.

2.4. After conclusion of the Agreement, Transvect will apply all commercially reasonable efforts to, as soon as possible, provide the Customer with access to the relevant specified Services for the duration of the Agreement. Transvect will perform the Agreement to the best of its ability, with due care and expertise.

2.5. The Customer is obliged to do everything that is reasonably required and desired to ensure that the Service is performed correctly in a timely manner. In particular, the Customer will ensure that all information designated by Transvect as essential or in respect of which the Customer should reasonably understand that it is required for the purpose of performing the Services, is provided to Transvect in a timely fashion. The Customer makes sure that the information and details are correct, complete and up to date.

2.6. Some (parts) of the Services may require implementation in order to function properly. Unless agreed otherwise in writing, the Customer is solely responsible for the implementation of the Services.

2.7. The Services may be integrated with third-party products and/or services. Such integration may only occur if Customer first registers with the third party in question and accepts the relevant terms and conditions applicable to those third-party products and/or services. Transvect will in no case be liable or responsible for the functioning of such third-party products and/or services in relation to their integration with the Services.

3. Access to the Services and pricing

3.1. Transvect offers transaction-based pricing, where fees are calculated based on actual usage of the Services. The scope of the Customer's access to the Services will be determined by the agreed upon Service Plan. If no Service Plan is agreed, or if an agreed upon Service Plan expires or is terminated, the Customer will not be able to access most of the Services until a (new) Service Plan is agreed between the Parties.

3.2. Pricing may include:

• Platform fees: Transvect charges a platform fee calculated as a percentage of transactions processed through Stripe Connect. This platform fee is Transvect's revenue for providing the Platform and Services and is separate from any fees charged by Stripe.
• Subscription fees for premium features (if applicable)
• One-time setup fees (if applicable)

3.3. All prices and fees indicated by Transvect are exclusive of VAT and other government levies, unless specifically indicated otherwise.

3.4. Transvect is entitled to increase its prices and fees at any time. Transvect will inform the Customer of any such changes at least two (2) months in advance. Use of the Services after the effective date will be regarded as acceptance of the amended pricing or fees.

4. Payment processing

4.1. Transvect uses Stripe Connect to enable Customers to accept payments directly from their end customers. Each Customer organization receives a Stripe Connect Express account, allowing them to:

• Accept payments directly from their customers
• Receive payouts to their Stripe balance (after deduction of Transvect's platform fee and Stripe's payment processing fees)
• Pay platform fees to Transvect (automatically deducted from each transaction)

4.2. Customers are responsible for setting up and maintaining their Stripe Connect account, including providing all required information and documentation to Stripe.

4.3. Platform Fees: Transvect charges a platform fee as a percentage of each transaction processed through Stripe Connect. This platform fee is Transvect's revenue for providing the Platform and Services and is separate from Stripe's payment processing fees. The platform fee is automatically deducted from each transaction before payouts are made to the Customer's Stripe account. The platform fee percentage and any applicable minimum fees will be specified in the Customer's Service Plan or pricing agreement.

4.4. All payment processing is subject to Stripe's terms and conditions. Transvect acts solely as a facilitator of payment processing through Stripe Connect and is not a party to any payment transactions between Customers and their end customers.

4.5. Payment Disputes, Refunds, and Financial Matters: All payment disputes, chargebacks, refunds, tax obligations, and other financial matters related to transactions processed through Stripe Connect are the sole responsibility of the Customer and must be handled directly with Stripe. Transvect is not responsible for, and will not be involved in, any payment disputes, refund requests, tax calculations, tax reporting, or any other financial matters between Customers and their end customers or between Customers and Stripe. Customers must work directly with Stripe to resolve any payment-related issues, disputes, or questions.

4.6. No Financial Liability: Transvect disclaims all liability for any payment processing issues, payment disputes, refunds, chargebacks, tax obligations, or any other financial matters. Customers acknowledge that their relationship with Stripe is separate from their relationship with Transvect, and that Transvect has no control over or responsibility for Stripe's payment processing services.

4.7. Compliance with Stripe Terms: Customers must comply with all applicable Stripe terms and conditions, policies, and requirements. Customers are solely responsible for ensuring their use of Stripe Connect complies with all applicable laws, regulations, and Stripe's requirements, including but not limited to payment card industry standards, anti-money laundering regulations, and tax reporting obligations.

5. Term and termination

5.1. The Agreement will be entered into for an indefinite period of time.

5.2. The Customer may terminate the Agreement at any time by deleting its Account or by notifying Transvect in writing.

5.3. Transvect may terminate the Agreement at any time, provided it takes into account a notice period of six (6) months.

5.4. Without prejudice to any other rights and remedies hereunder, Transvect will be entitled to suspend or terminate the Agreement if the Customer commits a breach of any of its obligations under this Agreement and such breach is irremediable or – if such breach is remediable – the Customer fails to remedy that breach within a period of thirty (30) calendar days after being notified in writing to do so.

5.5. Transvect may suspend or give notice to terminate the Agreement in writing with immediate effect, without notice of default being required, in the event Customer is declared bankrupt, the Customer applies for or is granted suspension of payments, the Customer's activities are ceased or its business is wound up.

5.6. Where Transvect suspends the performance of the Agreement, Transvect will retain all its rights and claims under the Agreement and the applicable laws and regulations.

5.7. In the event that the Agreement is terminated, the amounts owed to Transvect by the Customer will become immediately due and payable (irrespective of the reason for the termination). The Customer will not have a right to any refunds or restitutions in the event a (paid) Service Plan is applicable to the Agreement at the moment of termination unless the Agreement was terminated as described in Article 5.3, in which case Transvect will provide the Customer with a refund in proportion to the part of the Service Plan that the Customer was not able to use as result of the termination.

6. Customer data

6.1. All Customer Data will remain the property of the Customer. Transvect will not make any proprietary claims with regard to any Customer Data.

6.2. The Customer provides Transvect with a non-transferable – and as far as necessary for performance of the Agreement – sublicensable license to use the Customer Data for the duration of the Agreement, insofar this is required for the provision of the Services.

6.3. In addition to the license specified in the previous subsection, Transvect will receive an irrevocable and unrestricted license to use any analyses, reports and results generated by using Customer Data, in anonymized or aggregated form for its own purposes, such as improvement of its services – provided all relevant applicable legislation, such as the General Data Protection Regulation, is adhered to.

6.4. Transvect will use reasonable endeavours to protect the Services against misuse, abuse and unauthorised access to the Customer Data.

6.5. The Customer represents and warrants that any submission or provision of Customer Data to Services is lawful and that the processing of such data in accordance with the Agreement does not contravene any applicable privacy laws and regulations.

6.6. Upon termination of the Agreement, Transvect will have the right to remove or destroy all Customer Data. Transvect may, at the request of the Customer, assist in exporting Customer Data. However, the Customer acknowledges that it remains solely responsible for making back-ups of any Customer Data it wants to keep past the date of termination of the Agreement.

7. Intellectual Property Rights

7.1. All Intellectual Property Rights relating to the Services and the Platform, and any Materials developed and/or made available by Transvect under the Agreement are vested in Transvect or its licensors. The Customer will be granted the rights of use with regard to the aforementioned as described in this Article 7 or as otherwise ensuing from the Agreement.

7.2. Insofar as required for the performance of the Agreement, the Customer will acquire a non-exclusive, non-transferable and non-sublicensable right to use the Platform and any other Materials provided by Transvect for the term of the Agreement and in accordance with the conditions set forth in the Agreement.

7.3. The Customer is not entitled to make changes to the Platform or any Materials developed and/or made available by Transvect under the Agreement and are not entitled to a copy of the source code, except where this is permitted by mandatory law. The Customer is not permitted to retrieve the source code by means of reverse engineering, decompilation or otherwise.

7.4. Transvect may take (technical) measures to protect the Platform and its Materials. If Transvect has taken such security measures, the Customer is not permitted to evade or remove such security measures.

7.5. The Customer may not remove or modify any designation of Intellectual Property Rights or remove any mark indicating a confidential nature from Transvect's Materials.

7.6. The Customer authorizes Transvect to publicly disclose that the Customer is a customer of Transvect and Transvect may use the Customer's name and logo in any promotional materials, including but not limited to its Website and in press releases.

8. Use and misuse

8.1. It is prohibited to use the Services in a manner that is in violation of these Terms and Conditions or applicable laws and regulations. Additionally, using the Services in a manner that may cause hindrance or loss and/or damage to Transvect or any third party is expressly not permitted.

8.2. Transvect fulfills an intermediary role on the Platform and is not responsible for information and Materials made available via the Platform by the Customers. The Customer acknowledges and agrees that Transvect does not moderate or pre-screen any information or Materials stored or made available by the Customers.

8.3. It is explicitly prohibited to use the Platform (even if legally permitted to do so):

a. to willfully distribute malware or any other harmful software;

b. to store or make available information or Materials that infringe upon any Intellectual Property Rights or other third-party rights;

c. to promote or provide instructions or information about how to engage in illegal conduct, commit illegal activities or promote physical harm or injury;

d. to store or make available Materials that are threatening, libellous, defamatory, obscene, misleading, offensive or unlawful in any way whatsoever;

e. in any manner that may cause hindrance for other users of the Platform, or that may damage and/or impede the systems and networks of Transvect or third parties.

8.4. If Transvect determines that the Customer has violated this Article 8 or applicable laws and regulations, or receives a complaint in this regard, Transvect may take measures to end the violation. These measures may include the suspension or termination of access to the Platform, or termination of the Agreement.

8.5. If, in Transvect's opinion, the operation of the computer systems or network of Transvect or third parties and/or provision of services via the Internet is obstructed, impaired or otherwise at risk, in particular as a result of the transmission of excessive amounts of data, leaked personal data or virus activity, malware and similar harmful software, Transvect is authorised to take any and all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of the Services and termination of the Agreement.

8.6. Transvect is entitled to disclose the name, address and other identifying data of the Customer or the end user concerned to a third party who complains that the Customer has violated its rights, provided that the applicable legal and/or jurisprudential requirements have been met.

8.7. Transvect will be entitled to report any acts that may be punishable as criminal offenses. In doing so, Transvect may provide the relevant Materials and all relevant information about the Customer and any involved third parties to the competent authorities and perform all other acts that these authorities request Transvect to perform in the context of an investigation.

8.8. The Customer will follow all reasonable instructions issued by Transvect in relation to the use of the Services.

8.9. Transvect may recover from the Customer any loss and/or damage sustained as a result of the Customer's violations of this Article 8. The Customer will indemnify Transvect and hold Transvect harmless against any and all third-party claims pertaining to loss and/or damage arising from a violation of this Article 8.

9. Payment

Note: This section relates to payment of fees to Transvect for use of the Platform and Services. For information regarding payment processing for end customers (which is handled by Stripe), please refer to Section 4 (Payment processing).

9.1. Use of the Platform by the Customer may be subject to fees, depending on the Service Plan and usage, as indicated in the relevant pricing information.

9.2. All amounts owed in consideration for the Services, if any, may be invoiced digitally and paid in advance or based on usage. All amounts must be paid within thirty (30) days after the invoice date, unless otherwise agreed.

9.3. If the Customer fails to pay the amounts due within the agreed term, the Customer will be liable for payment of the statutory commercial interest on the outstanding amount, as well as any extrajudicial costs, including costs for lawyers, bailiffs and legal experts, without notice of default being required.

9.4. A claim for payment becomes immediately due and payable in the event the Customer is declared bankrupt, applies for a suspension of payment, all or part of its assets are attached or is liquidated.

9.5. Under no circumstance is the Customer allowed to set off its payment obligations under the Agreement with a claim they might have, on whatever grounds, on Transvect.

10. Privacy and data protection

10.1. The fulfillment of the Agreement may entail the processing of personal data by Transvect on behalf of the Customer. In the event that personal data are processed, the Parties agree on the terms concerning data processing as attached in Appendix 1: Data Processing Agreement, in which agreements on the processing and security of such personal data are laid down.

11. Availability and backups

11.1. Transvect will use all reasonable endeavours to ensure continuous availability of the Services but cannot warrant uninterrupted availability.

11.2. Transvect will make a back-up of all Customer Data regularly. These back-ups are made as a precaution for technical failures or disruptions on the side of Transvect. Transvect does not provide a back-up service and is not held to restore specific Customer Data or on the Customer's request (for example when the Customer has accidentally removed specific Customer Data). If Transvect nevertheless decides to honour such a request, it may charge the Customer with all reasonable costs incurred.

12. Maintenance

12.1. From time to time, Transvect may perform maintenance on the Platform and make changes to the Platform in the form of updates or upgrades. Such updates or upgrades may result in a change in the functionality of the Platform. Suggestions by the Customer are welcome, but Transvect determines which changes will be made.

12.2. The performance of maintenance-related activities may result in interruptions in the availability of the Platform. In the event Transvect is able to foresee certain maintenance-related activities resulting in such interruptions, it will apply reasonable endeavors to ensure the activities do not take place during peak-hours – but instead during times when the demand for access to the Services is lowest.

12.3. Transvect will use reasonable endeavors to notify the Customer of all planned maintenance-related activities – through e-mail or through the Platform – at least two (2) days in advance. Emergency maintenance may still occur at any time, without prior notification of the Customer.

12.4. Updates or upgrades to the Platform are performed at times to be determined by Transvect. The Customer will not be able to use an older version of the Platform once an update or upgrade has been performed. Nor will the Customer have any right or claim to an update or upgrade that was announced by Transvect but was not performed.

13. Support

13.1. Documentation with regard to implementation, troubleshooting and general use of the Platform and Services is provided through the Website.

13.2. In addition to the online documentation, Transvect provides support to the Customer through use of a helpdesk. The helpdesk can be reached through the Website or via email at info@transvect.se.

13.3. Transvect will assume that Customers will consult the online documentation before contacting the helpdesk. The Transvect helpdesk may refer the Customer back the documentation in case the Customer's question or issue can be answered or solved by consulting the documentation.

13.4. Transvect will use reasonable endeavors to respond to each support request as quickly as possible. Yet it cannot warrant that a response or solution will be provided by the helpdesk in a set amount of time, as such response times are dependent on the nature and complexity of the question or issue at hand.

13.5. Payment Processing Support: Transvect does not provide support for payment processing issues, payment disputes, refunds, chargebacks, tax matters, or any other financial matters related to Stripe Connect. All such matters must be directed to Stripe's support channels. Transvect's support is limited to technical issues related to the Platform and Services themselves.

14. Liability

14.1. Transvect's liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise is limited to the amount (excluding VAT) that the Customer has paid Transvect under the Agreement during the two (2) months prior to the event causing the damages.

14.2. Transvect can only be liable towards the Customer for direct damages as a result of an attributable failure in the performance of the Agreement. Transvect's liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.

14.3. Transvect's liability for an attributable failure to perform the Agreement only arises if the Customer gives Transvect prompt and proper written notice of default, giving Transvect a reasonable time period to remedy the default, and Transvect continues to fail to perform its obligations even after that time period. The notice of default must contain as detailed a description of the breach as possible so that Transvect is able to respond adequately.

14.4. The limitation of liability as referred to in the previous paragraphs of this Article 14 will lapse if and to the extent that the damage is the result of intent or deliberate recklessness on the part of Transvect's management.

14.5. Any right to compensation is subject to the condition that the Customer notifies Transvect in writing of the damage within 30 days after discovery.

15. Force majeure

15.1. Transvect cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. Transvect is not liable for any loss and/or damage due to force majeure.

15.2. Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby Transvect is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.

15.3. If a force majeure situation has lasted for more than ninety (90) days, both Parties will be entitled to give notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been delivered by Transvect prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro rata basis.

16. Amendments

16.1. Transvect may amend these Terms and Conditions at any time if the changes are not significant or are required by applicable mandatory law.

16.2. Transvect will announce any changes or additions to these Terms and Conditions to the Customer in writing at least thirty (30) days before they take effect, to enable the Customer to take note of them.

16.3. If the Customer does not wish to accept a change or addition which falls outside the scope of Article 16.1, the Customer may give notice to terminate the Agreement until the date it takes effect. Use of the Services after the effective date will be regarded as acceptance of the amended or supplemented Terms and Conditions.

17. Miscellaneous

17.1. This Agreement is governed exclusively by Swedish law.

17.2. Any dispute between the Parties in connection with or rising from the Agreement will be submitted to the competent court in Sweden. This dispute resolution clause applies only to disputes between Transvect and the Customer regarding the Services and this Agreement. It does not apply to payment disputes, chargebacks, refund requests, or any other financial matters between Customers and their end customers or between Customers and Stripe, which must be resolved directly with Stripe in accordance with Stripe's terms and conditions.

17.3. Where the Agreement refers to "written" or "in writing", this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established.

17.4. The version of any communication of information as recorded by Transvect will be deemed to be authentic unless the Customer supplies proof to the contrary.

17.5. Any general terms and conditions of the Customer will not form part of the Agreement.

17.6. If any provision of the Agreement is found to be contrary to applicable law, or is otherwise unenforceable, this provision will be amended to the extent that it is in accordance with applicable law, with due observance of the intended meaning of the relevant provision.

17.7. The Customer will not be authorised to transfer this Agreement or any of its rights and obligations arising therefrom to a third party without the express consent of Transvect. Transvect will be authorised to transfer this Agreement and all its rights and obligations arising therefrom to a third party that acquires the business operations to which this Agreement is subject.

Appendix 1: Data Processing Agreement

The Data Processing Agreement forms an integral part of these Terms and Conditions. Please refer to the separate Data Processing Agreement document for details.

Contact details

If you have any questions and/or suggestions regarding these Terms and Conditions, please contact us at:

Transvect Group AB
Org.nr: 559525-4144
c/o E&O Holding AB
Box 15048
200 31 Malmö
Sweden

Email: info@transvect.se