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Terms and Conditions

 

1. Applicability and Parties

1.1. These Terms and Conditions (“Terms”) apply to all offers, sales, and deliveries of hardware, software licenses, and subscription services (collectively "the Solution") by PerPlant ApS, VAT nr: DK43396331 (“PerPlant”).

1.2. Authorized Partner Model: The Solution may be provided to the Customer via an authorized third party, including but not limited to Dealers, Resellers, Co-operatives, or OEMs (collectively referred to as "the Authorized Partner").

1.3. While the Authorized Partner manages the commercial transaction (invoicing and physical handover), these Terms govern the legal relationship between PerPlant and the Customer regarding the technical use, intellectual property, and data services.

1.4. Any deviations from these Terms must be agreed upon in writing by PerPlant. The Customer’s own purchase terms shall not apply unless explicitly accepted by PerPlant in writing.

2. Definitions

2.1. The Solution: The integrated system consisting of PerPlant sensor hardware, the software application ("the Application"), AI-driven insights, and data services.

2.2. Hardware: The physical sensors, mounting equipment, and components provided by PerPlant.

2.3. Customer Data: Information specifically entered into the Application by the Customer (e.g., field boundaries, crop types, or historical spray data).

2.4. Solution Data: Analyses, maps, climate data, and sensor readings gathered by the Hardware and processed by PerPlant’s AI algorithms.

3. Indirect Sales and Partner Obligations

3.1. Dual Relationship: The Customer acknowledges that the Authorized Partner is the primary point of contact for commercial billing and local service, but the technical right of use and software license are granted by PerPlant.

3.2. Independence of Terms: No Authorized Partner has the authority to modify these Terms, provide additional warranties, or bind PerPlant to any liability beyond what is stated herein.

3.3. Service Continuity: Access to the Solution is contingent upon the Authorized Partner’s timely payment to PerPlant. PerPlant reserves the right to suspend the Customer’s data access without liability if the Authorized Partner fails to fulfill financial obligations to PerPlant.

4. Offers and Orders

4.1. Offers made by PerPlant are valid for 30 days unless otherwise stated.

4.2. A binding agreement is only formed upon PerPlant's written order confirmation or the physical shipment of Hardware.

5. Prices and Payment Terms

5.1. Payment Structure: Unless otherwise agreed in writing, payment for Hardware and the initial Subscription shall be made as follows:

  • 50% of the total amount upon placement of the order.

  • 50% of the total amount upon notification that the Hardware is ready for shipping from PerPlant’s facilities. 

    5.2. Deadline: All invoices are due for payment 7 days from the invoice date. 

    5.3. Late Payment: Late payments accrue interest at the maximum rate allowed under Danish law. PerPlant reserves the right to pause delivery or suspend Application access if payments are overdue.

6. Delivery and Shipping (Incoterms 2020)

6.1. Ex Works (EXW): Unless otherwise agreed in writing, all deliveries are made Ex Works (Incoterms 2020) from PerPlant’s designated facility.

6.2. Risk and Transport: The risk of loss, theft, or damage passes to the Customer (or the Authorized Partner) as soon as the Hardware is made available for collection at PerPlant's premises. The Customer or Partner is responsible for all costs of freight, insurance, and export/import duties.

6.3. Delay: PerPlant is not liable for delays caused by transport providers or customs clearance processes.

7. Ownership and Retention of Title

7.1. Transfer of Ownership: Ownership of the Hardware is transferred to the Customer only upon full and final payment of the total purchase price. Until then, PerPlant retains a purchase money security interest and full title to the Hardware.

7.2. Rental or Lease Models: If the Solution is provided under a rental, lease, or "Hardware-as-a-Service" model, the Hardware remains the exclusive property of PerPlant at all times. The Customer shall treat the Hardware as leased property and may not sell, pledge, or modify it without written consent.

8. The Application and Software License

8.1. PerPlant grants the Customer a non-exclusive, non-transferable license to use the Application and the embedded software during the Subscription term.

8.2. The Customer may not copy, modify, reverse-engineer, decompile, or attempt to derive the source code of the Solution.

9. Data Usage and Rights

9.1. Customer Data Ownership: The Customer owns and has the unlimited right of disposition to its own data entered into the Application. PerPlant and the Authorized Partner cannot guarantee that the Customer can export this data at the end of the subscription.

9.2. Solution Data Ownership: Analyses, maps, and data gathered by the Hardware provided via the Application are owned by PerPlant and are provided to the Customer for use during the Subscription period. Certain data may originate from external sources where PerPlant holds the distribution rights.

9.3. Data Retention: PerPlant undertakes no obligation to store or secure the Customer’s data after the termination of the subscription. PerPlant will, however, strive for the Customer’s data to be stored for up to 30 days after termination. It is the Customer’s sole responsibility to make necessary extracts of their data before the subscription ends.

9.4. Anonymized Usage: PerPlant is at all times entitled to use the Customer’s data in anonymized form for the purpose of improving the Application and products, creating statistics, and performing analysis, including the right to sell anonymized statistics and data to third parties.

9.5. Subcontractors: PerPlant is entitled to use subcontractors for running, developing, and updating the Application, including the storage of the Customer’s data.

10. Operational Monitoring and Support

10.1. Remote Monitoring: As part of the Subscription, PerPlant performs remote operational monitoring of the sensors to ensure connectivity and data integrity.

10.2. Uptime: PerPlant strives for 99% uptime of the Application but does not guarantee uninterrupted access.

10.3. Maintenance Responsibility: The Customer is responsible for ensuring the Hardware is kept clean and mounted correctly according to PerPlant’s guidelines.

10.4. On-site Labor: PerPlant does not cover costs for technicians, travel, or physical labor for installation or sensor replacement. This remains the responsibility of the Customer or the Authorized Partner.

11. Warranty and Hardware Replacement

11.1. PerPlant provides a 12-month manufacturing warranty from the date of delivery.

11.2. The warranty is strictly limited to the repair or replacement of defective hardware parts. All warranty logistics are handled EXW.

11.3. Exclusions: This warranty does not cover damage caused by collisions, vandalism, theft, chemical exposure, environmental conditions outside specified ranges, or improper mounting.

12. Subscription Term and Termination

12.1. The Subscription is for a 12-month period and auto-renews for an additional 12 months unless terminated in writing at least 3 months prior to the end of the current term.

12.2. Upon termination, PerPlant reserves the right to charge a re-activation fee if the Customer wishes to resume the service at a later date using existing Hardware.

13. Limitation of Liability

13.1. Decision Support: The Solution is an AI-based decision-support tool. PerPlant is not liable for agricultural results, crop loss, yield variance, or the consequences of any farming decisions (e.g., fertilizer or pesticide application) made based on the data.

13.2. Indirect Loss: PerPlant is not liable for lost profits, operating loss, or any other indirect or consequential damages.

13.3. Maximum Liability: PerPlant’s total liability shall never exceed the amount paid by the Customer for the Subscription in the 12 months preceding the event giving rise to the claim.

14. Force Majeure

14.1. PerPlant is not liable for failure to perform due to war, strikes, pandemics, global component shortages, or other events beyond its reasonable control.

15. Intellectual Property

15.1. All trademarks, patents, and copyrights related to the Solution belong exclusively to PerPlant. PerPlant holds all rights to any improvements or feedback provided by the Customer or Partner.

16. Confidentiality

16.1. Both parties must keep all technical and commercial information obtained during the partnership confidential, both during and after the agreement term.

17. Governing Law and Venue

17.1. These Terms are governed by the laws of Denmark. 17.2. Any disputes shall be settled by the City Court of Copenhagen (Byretten i København).