General Terms and Conditions

LivingPackets

1. Scope of Application

1.1.

By registering with LivingPackets SA, Avenue C.F. Ramuz 80, 1009 Pully, Switzerland or any other group companies (“LPSA”) at www.livingpackets.com (the “Website”) and logging into the LP Account (as defined below) or LPSA’s mobile application (the “Mobile App”), or by accessing or using THE BOX and the Services (as such terms are defined below) you are agreeing, either (i) as the recipient of the shipment of THE BOX (“Recipient”) on your behalf and on behalf of anyone else with an interest in the shipment of THE BOX, or (ii) as the sender of THE BOX (“Sender”; Sender and Recipient being jointly referred to as “User”) on your behalf and on behalf of Recipient and anyone else with an interest in the shipment of THE BOX or (iii) as the owner of THE BOX (the “Owner”) when the latter is neither LPSA nor the Sender nor the Recipient, THE BOX being possibly subject to a lease agreement between an individual, owner, and LPSA, that these General Terms and Conditions, including the policies and terms linked to or otherwise referenced in the General Terms and Conditions, all of which are hereby incorporated into the General Terms and Conditions, will apply (hereinafter referred to as the “GTC”). Please read them carefully before entering into the business relationship with LPSA.

1.2.

If you do not agree with the provisions in the GTC, you should reject them. In this case, you are prohibited from registering with LPSA and logging in to the LPAccount (as defined below) as well as from accessing or using THEBOX and the Services. Contrary conduct will be deemed to constitute consent to the GTC.

2. Scope of Services

2.1.

 LPSA provides User a smart and sustainable packaging solution designed, managed and owned by LPSA (”THE BOX”).

2.2.

THE BOX is equipped with a variety of sensors and an internet connection and is used for shipping of all kind of contents. The collection, dispatch, shipping, and receipt are operated and managed in real-time by LPSA through the Website and through the Mobile App (the “Services”).

2.3.

Further, LPSA provides to the Users access to data provided by THE BOX through its built-in sensors. This includes position, weight changes, temperature, humidity, vibrations, as well as opening and other sensory measurements provided by THE BOX technology. A built-in camera allows Users to check the shipment and condition of the content at any time during transportation. The internal camera only works when THE BOX is closed. The User expressly agrees that the data relating to the geolocation of THE BOX and the amounts of transactions carried out through THE BOX may be communicated by the Mobile App to the Owner. Within this framework, LPSA commits not to disclose any personal data relating to the Sender or the Recipient and/or the purpose of the transaction, the data available to the Owner being fully anonymous and do not allow to locate the exact location of THE BOXE at any time.

2.4.

Moreover, LPSA provides to the Owner, through the dedicated Mobile App the information relating to the number of journeys carried out by THE BOX as well as the revenues generated by the latter.

2.5.

LPSA is not a carrier and does not effect shipping of THE BOX with its own means of transportation. The role of LPSA is limited to putting in contact the User with nationally or internationally operating carriers, without ever being in charge of the transportation of THE BOX. Moreover, when THE BOX is used by a merchant as a packaging solution for its products, the transportation will be organized by the latter as sender, under its own responsibility and pursuant the legal and contractual regime of the relevant sale.

3. Registration

3.1.

The use of the Services requires a registration.

3.1.1.

User shall register on the Website or on the Mobile App to access interactive features and the Services provided by LPSA through a dedicated user account (the “LP Account”). The Owner must also create a dedicated LP Account on the Website or the Mobile App in order to access the features and the Services pursuant to Article 2.4. There is no right to registration.

3.1.2.

User shall provide accurate, true and up-to-date information as required for registration and maintain its LP Account information up-to-date.

3.1.3.

User shall protect the login credentials against unauthorized access and be responsible for all activities that take place under its login credentials. User shall immediately notify LPSA of any unauthorized use of its LP Account.

3.1.4.

User acknowledges and agrees that it may be necessary from time to time for LPSA to confirm the validity of the credit card information provided in the LP Account, the storage of this information being operated in compliance with the applicable regulations relating to the protection of personal data.

3.1.5.

User may request the deletion of its LP Account at any time by providing LPSA the form for this purpose. Any outstanding amount owed to LPSA will become due concurrently with the deletion of the LP Account. User shall continue to be bound by the GTC, in particular without limitation Article 7 setting forth an obligation to put THE BOX into circulation.

3.2. Content provided by User

3.2.1.

User shall be solely responsible for all information, data, textual, audio, and/or visual content, commentary and feedback related to the Services, ratings, reviews and other content that User submits to, or uses with, the Services (the “User Content”). User shall assume all risks associated with use of its User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of its User Content that makes User or any third party personally identifiable. User shall ensure that its User Content does not violate any provision of the GTC and applicable law.

3.2.2.

LPSA is not required to control the content, the legality or the truthfulness of the content produced by User.

3.2.3.

LPSA may remove any User Content or conduct that, in LPSA sole discretion, violates the GTC or which may be offensive, illegal or violate the rights of, or harm or threaten the safety of, any person (the "Prohibited User Content"). LPSA assumes no responsibility for monitoring the Website or the Mobile App for Prohibited User Content. If at any time LPSA chooses to monitor Website or the Mobile App, it nonetheless assumes no responsibility for the User Content, no obligation to modify or remove any Prohibited User Content, and no responsibility for the conduct of the user submitting any such User Content.

3.2.4.

In the event that User Content shall, in LPSA sole discretion, constitute a Prohibited User Content, LPSA may suspend the LP account and the provision of the Services with immediate effect and for an unlimited period of time.

4. Dispatch, Receipt and Content of THE BOX

4.1. Basic Information

4.1.1.

Sender shall ensure that Recipient creates a LP Account on the Website or on the Mobile App prior to the dispatch of THE BOX.

4.1.2.

LPSA reserves the right to refuse to accept shipments to a Recipient who has not created a LP Account and who has not agreed to be bound by the terms of the GTC.

4.2. Loading Capacity of THE BOX

The dimensions for the content to be sent in THE BOX are:

4.3. Holding System and Weighing

4.3.1.

THE BOX contains a sophisticated holding system to secure the content in THE BOX during transportation. Sender may place the content to be shipped in THE BOX without additional packaging material such as bubble wrap, crumpled newspapers, other filling material, or adhesive tape.

4.3.2.

In order to weigh the content placed in THE BOX, THE BOX must be placed horizontally on a stable and solid surface.

4.4. Dispatch and Shipping Options

4.4.1.

Once THE BOX is closed, Sender logs in to its LP Account and follows the instructions on addressing and shipping THE BOX under the respective menu item. Sender may choose from different shipping options and shall transmit the order to LPSA via the Mobile App, the Website or by other means.

4.4.2.

User shall comply with applicable law, rules, and regulations, including but not limited to customs laws and regulations (import, export, and re-export laws), of the country of origin, destination and transit.

4.4.3.

User shall furnish such information and complete such documents as are necessary to comply with applicable law, rules, and regulations and for carrying out the shipping properly.

4.4.4.

LPSA is entitled, but is not obliged, to verify the contents of THE BOX or check weights or dimensions. 4.4.5. After confirmation of the order, the digital address label will be sent to THE BOX. The validity of the address label is governed by the general terms and conditions/terms of transport of the carrier.

4.4.5.

After confirmation of the order, the digital address label will be sent to THE BOX. The validity of the address label is governed by the general terms and conditions/terms of transport of the carrier.

4.5. Contents which are excluded from shipping in THE BOX

4.5.1.

Sender shall not send contents in THE BOX, the transportation of which is prohibited by applicable law, rules and regulations, or which the carrier is unable to transport securely, or which are illegal goods for other reasons.

4.5.2.

User shall observe all requirements concerning the transportation of items subject to regulation, prohibited goods, dangerous goods or other inadmissible or unlawful goods.

4.5.3.

THE BOX is not suitable for the transportation of temperature-controlled goods.

4.5.4.

In any event, User shall observe the exclusion of contents and requirements concerning the transportation of contents in accordance with the general terms and conditions/terms of transport of the carrier.

5. Deliveries and Undeliverables

5.1.

Time and place of delivery, authorized recipients of the delivery and the handling of returns are subject to and governed in accordance with the general terms and conditions/terms of transport of the carrier. The observance of certain delivery times is not owed.

5.2.

If the shipment of THE BOX is, in LPSA sole discretion, deemed to be unacceptable as described in Section 4.5 or is undeliverable because (i) it has been undervalued for customs purposes, (ii) Recipient cannot be reasonably identified or located, (iii) Recipient refuses delivery or to pay customs duties or other shipment charges, if any, LPSA shall use reasonable efforts to procure the return of THE BOX to Sender at Sender's cost, failing which the content of THE BOX may be released, disposed of or sold without incurring any liability whatsoever to Sender or any third party, with the proceeds applied against customs duties, shipment charges and related administrative costs with the balance of the proceeds of a sale to be returned to Sender. LPSA shall have the right to destroy any content which any applicable law prevents LPSA from returning to Sender as well as any shipment of dangerous goods at Sender's cost.

6. Insurance

LPSA shall have no obligation to, and currently does not offer to, arrange transportation insurance on behalf or for the account of the Sender.

7. The Obligation to put THE BOX into Circulation

7.1.

In order for THE BOX to generate value for the Users community, it is necessary for THE BOX to be put into circulation.

7.2.

The holder of THE BOX shall return THE BOX within 14 days upon receipt to selected shops, partner delivery points, post offices, or by sending THE BOX to a Recipient. Further information is available on the LPSA website (https://livingpackets.com/).

7.3.

Should the holder of THE BOX fail to comply with its obligation in this Section 7, LPSA will send a reminder statement, either by email, Mobile App, or otherwise.

7.4.

If the holder of THE BOX does not put THE BOX back into circulation within 30 days upon receipt, this will be considered as an abusive retention contrary to the collective interest of Users, based on the circular economy. Consequently, an indemnity of EUR10.00 per day of delay will be applied by LPSA, within the limit of EUR 699.00 to LPSA equal to the replacement cost of THE BOX. In addition, LPSA reserves the right to block the respective LP Account and the shipping and other functions of THE BOX.

8. User’s Duty of Care and Consideration

8.1.

User shall use and treat THE BOX with all due care.

8.2.

Upon receipt of THE BOX, User shall inspect its condition and immediately inform LPSA of any defects.

8.3.

User shall return THE BOX to LPSA or put back into circulation in a condition that accords with its contractually designated use.

9. Condition of Payment

9.1.

LPSA’s charges for the Services and use of THE BOX are calculated according to the then currentprice list. The current price list can be found in the LP Account of each User.

9.2.

Payment to LPSA is due upon invoicing. Late payments will accrue interest at a rate of 5 % per annum.

9.3.

LPSA is under no obligation to advance sums in payment of shipment, customs duties, levies etc. LPSA may require User to make advance payments in the appropriate currency.

9.4.

lf User requests LPSA to collect transportation charges, customs duties, levies etc. from Recipient of THE BOX or third parties, and if the relevant party cannot or will not make the payment demanded by LPSA, Sender shall be liable for the same.

9.5.

User is responsible for all charges, including payment of shipment, customs duties, levies, governmental penalties and fines, taxes, and LPSA lawyers’ fees and legal costs, related to the shipment of THE BOX. LPSA is not liable for the incorrect charging of these charges for which LPSA is not itself responsible. User is required to effect immediate payment of additional amounts for payment of shipment, customs duties, levies, etc. which were originally too low.

10. Right of Retention

10.1.

LPSA has a lien on the contents in THE BOX handed over to LPSA or which otherwise come into LPSA’s possession for the outstanding amounts owed to LPSA in respect of all business transactions with User.

10.2.

lf payment has not been effected within a time limit set by LPSA with the threat to dispose of the content, LPSA will be free, without further formalities, to sell the relevant content at the best obtainable price.

11. Intellectual Property and Ownership of THE BOX

11.1.

LPSA owns and retains all intellectual property rights in and to THE BOX, the Website, the Mobile App, the Services and any amendment or improvement thereto, including without limitation all related software and servers, trademarks, service names, trade names, logos, domain names and designs.

11.2.

LPSA owns all right, title, and interest in and to THE BOX.

12. Data Protection

12.1.

LPSA Privacy Policy forms an integral part of the GTC and governs all privacy-related matters, including how LPSA collects, protects, uses and discloses information about User and third parties (https://livingpackets.com/privacy/en)

12.2.

LPSA processes data which is necessary and required for business transactions contemplated under the GTC. In order to provide Services, data may be passed on to other group companies and other third parties. These third parties may be domiciled abroad. LPSA may pass on data to official bodies, including but not limited to customs authorities, as required by applicable law.

12.3.

User warrants that it (i) has received the personal data provided to LPSA lawfully, (ii) is authorized to provide such data to LPSA, and (iii) has obtained informed and specific consent from the owner of the personal data to the extent required by applicable law.

13. Modification of Services and Termination of Use

13.1.

LPSA may discontinue, suspend or modify the Website, the Mobile App and the Services or any part thereof at any time without notice.

13.2.

LPSA may block, terminate or suspend User's access to its LP Account, the Website and the Mobile App as well as the use of the Services at any time for any reason in its sole discretion. In particular, LPSA may, without limitation, block, terminate or suspend such access or use in case (i) of breach of the provisions of the GTC by User, (ii) that LPSA is required to do so by applicable law or (iii) that LPSA has decided to discontinue the Services.

13.3.

Upon termination of the access or use, User’s LP Account will be deleted without compensation. Any shipment of THE BOX that has already been announced but not yet completed will be canceled.

13.4.

Any outstanding amount owed to LPSA will become due concurrently with the deletion of the LP Account and User shall return THE BOX to LPSA immediately.

14. LPSA’s Liability

14.1.

LPSA is liable to the User for the diligent provision of the Services and the use of THE BOX.

14.2.

LPSA is not liable for losses or damages as a result of interruptions or disturbances in its Services due to events or circumstances that are not the sole responsibility of LPSA or its subcontractors. Such force majeure events and circumstances include interruption of air or ground transportation (e.g. due to particular weather conditions), earthquake, cyclone, storm, flood, fog, war, plane crash, embargo, riot, epidemics, pandemics, civil unrest or industrial action, hostilities and civil disturbances, acts of government or other authorities, and social disputes or obligations.

14.3.

LPSA shall only be liable for its subcontractors in respect of their careful selection and instruction. In the event of loss or damage for which a subcontractor of LPSA is responsible and User has no direct claim, LPSA shall at its sole discretion either (i) assert the claim of User against the responsible party, or (ii) assign LPSA’s rights against the subcontractor to the damaged User.

14.4.

In connection with the use of THE BOX and the Services and to the extent permitted by applicable law, LPSA shall not be liable to User or any third party for:

14.4.1.

any indirect, incidental, special, exemplary, punitive or consequential losses or damages, including lost profits, lost data, personal injury or property damage;

14.4.2.

losses or damages as a result of any discontinuation, modification, or suspension of the Website, the Mobile App and the Services or any part thereof;

14.4.3.

for losses or damages arising from:

14.5.

Irrespective of the legal reason and to the extent permitted by applicable law, the total aggregate liability of LPSA to User or any third party for damages and losses arising in connection with the use of the THE BOX and the Services is limited to CHF 500.00.

15. Forfeiture of Liability and Limitation in Respect of Claims

15.1.

Irrespective of the legal reason and to the extent permitted by applicable law, the total aggregate liability of LPSA to User or any third party for damages and losses arising in connection with the use of the THE BOX and the Services is limited to CHF 500.00.

15.2.

Irrespective of the legal reason and to the extent permitted by applicable law, the total aggregate liability of LPSA to User or any third party for damages and losses arising in connection with the use of the THE BOX and the Services is limited to CHF 500.00.

16. User’s Liability

16.1.

User is liable for its own errors and omissions and for those of its subcontractors.

16.2.

User shall indemnify LPSA for losses or damages, in particular arising out of User’s failure to comply with the following obligations:

16.2.1

all information provided by User is complete and accurate;

16.2.2.

the shipment is acceptable for transport according to the GTC;

16.2.3.

the shipment has been prepared in secure premises by reliable persons and protected from unauthorized interference during preparation;

16.2.4.

User has complied with all applicable customs, import, export, data protection laws, sanctions, embargos and other applicable laws and regulations; and

16.2.5.

User has complied with its obligations set out in Section 12.3.

17. Governing Law and Jurisdiction

17.1.

Any dispute arising out of or in connection with the GTC will be subject to the exclusive jurisdiction of the courts of the Canton of Vaud, Switzerland.

17.2.

Any dispute arising out of or in connection with the GTC will be governed by the laws of Switzerland.

18. General Provisions

18.1.

If any provision of the GTC is, for any reason, held to be invalid or unenforceable, the other provisions of the GTC will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

18.2.

The GTC are subject to occasional revision by LPSA. In the event of any material changes made to the GTC, LPSA will notify User by email, or other means of communication. Any changes to the GTC will be effective upon the earlier of (i) the date User accepts the new terms or (ii) 30 calendar days following User’s receipt of the notice of the changes. These changes will be effective immediately for new Users of the Services. Continued use of the Services following notice of such changes shall indicate Users acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

18.3.

User’s rights and obligations in the GTC shall not be assigned, subcontracted, delegated, or otherwise transferred by User without LPSA’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation 7 of the foregoing will be null and void.