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Terms and conditions

Contents

Updated December 13, 2018

1. The Contract

1.1 FieldSense A/S, CVR no. 36393025, Agro Food Park 13, 8200 Aarhus N (hereinafter “FieldSense”) will provide a range of software products and services (hereinafter collectively referred to as “the Application”) to customers (“the Customer”) who want to use the software. The Application consists of a range of products (or packs) that can be selected individually. Some products have a related physical product (hereinafter collectively referred to as “Hardware”), which is included in the product as a whole. A subscription is required for each product, prepaid for a period (hereinafter “the Subscription Period”), stated when ordering the product.

1.2 These terms and conditions (hereinafter “the Terms and Conditions”) apply between FieldSense and the Customer.

1.3 The Terms and Conditions are accepted by (i) use of the Application on fieldsense.dk, smart phone or tablet, or (ii) consent in connection with being set up as a user, or (iii) acknowledging acceptance in some other manner. If you cannot accept the Terms and Conditions, you must cease using the Application immediately.

2. Duration

2.1 The Subscription becomes effective when the order is placed – or at a later date agreed in writing – and runs until terminated in accordance with the Terms and Conditions. If the product includes Hardware, the subscription becomes effective when the Hardware is delivered.

2.2 If the subscription is terminated or ceases in some other manner, the Customer shall return the Hardware to FieldSense in accordance with 10.2.

3. Prices and Changes

3.1 The subscription prices in force at any time for the products will be stated when the order is placed, and will be accessible on www.fieldsense.dk. There can be a start-up fee for certain products. All prices stated are ex-VAT.

3.2 FieldSense can revise prices and other terms and conditions of subscription upon giving 1 month’s notice to the start of a calendar month, including content, number of hectares included, number of users/devices, functionality etc.

3.3 FieldSense seeks to continuously improve the Application and the services provided to the Customer. It is therefore necessary that the Application is regularly updated or changed. Such updates or changes can be made without prior notice.

3.4 Continued use of the Application after the Terms and Conditions have been revised represents acceptance of such revisions. The Customer is obliged to keep updated in relation to revised Terms and Conditions, which are regularly made available on FieldSense’s website.

3.5 In the event of updates to the Application or revisions of the Terms and Conditions that significantly affect the functionality of the Application, or a change of subscription prices, the Customer can terminate the Subscription up to the beginning of a new Subscription Period with a shorter notice period of one month to the start of a calendar month.

4. Payment Terms

4.1 Invoices and other communications with the Customer will be sent to the email address registered by the Customer. The Customer is responsible for updating its own contact details, and ensuring they are correct at all times.

4.2 Payment terms are current ½ month + 12 days. In the event of late payment, a reminder will be sent and penalty interest applied according to the rules of the Penalty Interest Act, together with a reminder charge of 100 DKK.

4.3 If payment is still not received within 14 days of the first reminder, the Customer’s access to the Application and all services will be cut off. Access to the Application will not be re-established until all overdue payments (including interest and costs) are paid. FieldSense reserves the right to demand payment in advance after access to the Application has been cut off.

5. Subscription

5.1 According to the Terms and Conditions, FieldSense will grant the Customer non-exclusive and limited period access to use the Application, made available online as software-as-a-service. Access to the Application and the product is contingent on the Customer’s regular payment of the subscription. The Customer is granted no rights to the Application or parts thereof, and use of the Application is strictly limited to the Customer’s own business.

5.2 The Customer’s subscription gives the Customer access to use one or more products in the Application for the number of users, hectares, monitoring analyses etc., stated in the subscription solutions selected.

5.3 The Customer can buy additional subscription solutions. Some solutions/services can be linked to individual terms and conditions that must be accepted when buying them. Such separate terms and conditions take preference over these standard terms and conditions.

5.4 When the product contains Hardware, FieldSense will provide the Hardware to the Customer during the Subscription Period as part of the subscription. The Customer has an exclusive right to use the specific Hardware as part of the subscription. The Hardware belongs to FieldSense, and the Customer is only granted the right to use it as part of the subscription.

6. The Customer’s Use of the Application

6.1 The Customer is not entitled to give any third party access to the Application, if such a third party is not part of the Customer’s business operations. The Customer is responsible for any use or abuse of its login details.

6.2 If the Subscription is for a number of different accounts, the Customer is exclusively entitled to set up accounts for third parties working directly with the Customer’s business operations.

6.3 The Customer can give its Consultants access to its data through the Application. Such access is contingent on such Consultants having their own FieldSense account.

6.4 The Customer is not entitled to assign its rights according to the Terms and Conditions to a third party in whole or part.

6.5 The Application can only be used for its intended purpose, and no automated extraction of data can be made from the Application, nor other online access given to the Application and the data it contains. The Customer cannot disclose or publish large amounts of data from the Application to a third party, unless for the sole purpose of internal use for the Customer’s own business operations.

7. Data

7.1 The Customer owns and has the unlimited right of disposition to its own data entered into the Application. FieldSense cannot guarantee that the Customer can export its data at the end of the subscription.

7.2 Analyses, maps, data gathered by the Hardware etc. provided to the Customer via the Application are owned by FieldSense and are provided to the Customer for use of the Application. Some of the maps and other data can originate from external sources, where FieldSense has the rights to provide such data to the Customer via the Application.

7.3 FieldSense gives no undertaking to store or protect the Customer’s data after the end of the subscription. FieldSense will, however, seek to ensure that the Customer’s data will be stored for up to 30 days after the end of the subscription. The Customer is solely responsible for extracting its own data before the end of the subscription.

7.4 FieldSense is entitled to use the Customer’s data in anonymised form at any time for improvement of the Application and the Products, and can use the data for statistical and analytical purposes, including the sale of anonymised statistics and data to third parties.

7.5 FieldSense is entitled to use subcontractors for running, developing and updating the Application, including storage of the Customer’s data.

8. Data Security

8.1 FieldSense has taken reasonable and normal technical and organisational security precautions against the deliberate or illegal destruction, loss or degrading of the Customer’s data in the Application, and against being disclosed to any unauthorised third party or abused in any other manner.

9. Uptime

9.1 FieldSense seeks to ensure uptime for the Application of at least 98%, but cannot guarantee the same. The Application is delivered as-is and FieldSense cannot be held liable for the operational stability of the Application. Neither can FieldSense be held liable for lost or slow data connection to the Hardware, as the Hardware itself can be damaged or faulty or the connection can be unstable or cut off.

9.2 Planned disruptions, including maintenance and updates, will primarily be placed between the hours of 00.00-04.00 CET. FieldSense will endeavor to give at least 24-hours prior notice of any disruptions outside this period.

9.3. Notwithstanding clause 9.2, FieldSense may be forced to cut off access to the Application or certain functions with very short notice (e.g. for security reasons), due to updates of the Application required and/or to FieldSense’s operating environment to avoid loss and damage. FieldSense will provide notice of such events on its website whenever possible, including expected duration.

10. Hardware

10.1 FieldSense owns all Hardware included in the Products.

10.2 Hardware will be supplied to the Customer at the agreed address. The cost of transport to the Customer shall be paid by FieldSense. The cost of any transport of Hardware from the Customer to FieldSense, e.g. in connection with updating, repair or replacement of Hardware, shall be paid by the Customer regardless of the reason for return. Unless otherwise agreed in writing, Hardware shall be sent to the address of FieldSense’s head office. The return of Hardware is at the Customer’s risk and the Hardware shall be packed protectively.

10.3 Some types of Hardware, such as batteries and special sensors, have a limited lifetime. FieldSense is responsible for deciding when Hardware should be sent for service or updating to ensure the intended function. FieldSense will send a message to the Customer either by mail or in the Application when the Hardware the Customer has for the Application needs servicing or repair. The Customer is responsible for sending Hardware to FieldSense within 45 days after notification. When FieldSense has received Hardware, FieldSense will send replacement Hardware. Shipping will be in accordance with 10.2.

10.4 In the event of Hardware being damaged under normal use, the Customer shall notify FieldSense support. The Customer shall then return the Hardware to FieldSense for replacement in accordance with 10.3.

10.5 In the event of Hardware being destroyed by sudden damage, e.g. bad weather, vandalism or theft, the Customer shall pay a new start-up fee and a one-year subscription for the Product related to the Hardware, in accordance with the prices in effect at the time, or repair of the damaged parts if possible. Such sudden damage can include broken wind sensors. In the event of recurring instances, FieldSense reserves the right to terminate the subscription without notice. In the event of damage due to the Customer’s circumstances, e.g. collision with the Customer’s vehicle or failure to observe the guidelines for maintenance, FieldSense is entitled to invoice a new start-up fee and one-year subscription for the Product related to the Hardware. FieldSense will then send new Hardware to the Customer.

10.6 The Customer shall treat the Hardware with care, only use it for its intended purpose and with the Application, and shall maintain the Hardware in accordance with the description provided with the Hardware or that may have been sent later by FieldSense.

10.7 FieldSense does not provide service at the Customer’s location. The Customer is responsible for setting up, dismantling and troubleshooting according to the descriptions provided with the Hardware or FieldSense’s subsequent updates and guidelines. On-site troubleshooting is therefore performed by the Customer, and if necessary, the Customer may need to take down, pack and return the Hardware to FieldSense.

11. Intellectual Property Rights

11.1 The Application and the information/analyses/map data that can be accessed via the Application, along with all databases consisting of data collected, are protected by copyright law and other intellectual property rights, and belong unconditionally to FieldSense or its partners, and the Customer acquires no intellectual property rights to the Application or underlying information, analyses, map data, databases etc., but solely the user rights according to these terms and conditions for a limited period.

11.2 The Customer shall inform FieldSense of any infringement of FieldSense’s intellectual property rights that the Customer becomes aware of.

12. Transfer of Rights and Undertakings

12.1 FieldSense can transfer its rights and undertakings in accordance with the Terms and Conditions to a third party without prior consent.

12.2 The Customer cannot transfer its subscription and/or rights and undertakings in accordance with the Terms and Conditions to a third party.

13. Disclaimer

13.1 FieldSense only provides the Application incl. Hardware and the related services/analyses/data as is and that exist, and cannot guarantee that the data are 100% accurate or correct. The object is a tool only. The Customer is responsible for the conclusions and actions it takes on the background of such data, and the data can only provide the basis for conclusions or actions based on the Customer’s own interpretation of the same. FieldSense presumes that the Application’s data is used solely by professional and competent personnel. The Application presents a range of guideline recommendations. The Customer is responsible for the actions it takes based on such guideline recommendations.

13.2 FieldSense cannot be held liable for any liability in relation to use of the Application, include operational loss, production loss, consequential damage or other indirect loss, loss of data, or other loss as a result of the Customer’s use of the available analyses/recommendations/data.

13.3 FieldSense cannot be held liable for any liability in relation to use of the Application in connection with compensation and insurance cases, when the Application and the services/data it contains are used as evidence.

13.3 Regardless of the type of loss or grounds for liability, FieldSense’s total liability in terms of an amount cannot exceed the Customer’s subscription payments to FieldSense for the 12 months prior to the occurrence of the liability-incurring event.

13.4 The above disclaimer and limitations also apply in the event of product liability, unless mandatory legal rules prevent such disclaimers and limitations. The limitations cannot apply when FieldSense has acted grossly negligent or intentionally.

14. Duty of Confidentiality

14.1 FieldSense has a duty of confidentiality concerning any information to which it may become party concerning the Customer, unless such information is already in the public domain, or FieldSense is obliged to disclose it according to the law or after being ordered to do so by a court.

15. Duration and Termination of Subscription

15.1 The Subscription period is 12 months, and if it is not prematurely terminated ref. Clause 15.2, will be automatically extended by a new Subscription Period. The Parties can agree a longer Subscription Period or longer binding period for the first period.

15.2 The Customer can contact Customer Service to terminate or change its subscription upon giving 1 months’ notice to the end of the Subscription Period. FieldSense can terminate the subscription upon giving 3 months’ notice to the end of a Subscription Period.

15.3 In the event of material breach of the Terms and Conditions by a Party, the other Party can cancel all subscriptions, providing the party in breach fails to remedy the situation within 14 days of a request to do so by the other Party.

15.4 In the event of premature termination by the Customer, ref. Clause 3, or the Customer’s termination of the subscription, FieldSense shall refund the prepaid element of the unused element of the subscription as soon as possible.

16. Jurisdiction and Court of Venue

16.1 The Terms and Conditions and the legal relationship of the Parties in general are subject to Danish law, and any dispute arising from their collaboration (including the Terms and Conditions or use of the Applications), shall be brought before the District Court in FieldSense’s own domicile.

17. Email Communication

17.1 FieldSense reserves the right to send news articles, blog updates and other marketing materials via email to the Customer, e.g. when there are updates to the Application, new product launches, etc.

The Terms and Conditions are version 3.1. and are valid from 15-08-2019 and replace previous terms and conditions.

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