Terms of service.

Effective from 10.02.2023

These Terms shall apply to all Agreements into which they have been included by attachment or reference. Any amendments to or deviations from these Terms shall only apply if and to the extent explicitly set forth in an Agreement. The Company may change these Terms at any time without notice; however, such changes shall not affect any Agreements that are effective at the time of change.

1. Formation of Agreements

1.1 Any information about any goods and/or services, including without limitation descriptions, illustrations, technical specifications, fees, and prices published by the Company on any websites and/or in any catalogs, brochures, or other promotional materials, is non-binding and subject to change at any time.

1.2 Proposals made by the Company to the Client shall constitute non-binding invitations to offer unless explicitly stated otherwise therein. Any proposal that constitutes a binding offer shall be valid for 30 days from the date of being made unless explicitly stated otherwise therein. By including these Terms into a proposal by attachment or reference, the Company indicates its express intent to cause these Terms to become an integral part of any Agreements concerning the content of the proposal. For the sake of clarity, an agreement form produced by the Company and bearing no signature of the representatives of the Parties shall constitute a proposal.

1.3 Any orders made by the Client to the Company that contain a reference to a proposal shall be deemed to include all terms contained in, attached to, or referred to in that proposal, including without limitation these Terms. Any orders made by the Client to the Company without referring to a proposal shall be deemed to include these Terms. No additional or contradictory terms submitted by the Client shall be deemed a part of the order, except if and to the extent explicitly accepted by the Company in advance. The order, together with the proposal referred to therein, shall constitute a binding offer for purchasing the goods and/or services specified therein. For the sake of clarity, an agreement form bearing only the signature of the Client’s representative shall constitute an order.

1.4 An Agreement becomes effective on the date when the Company

(a) communicates to the Client the acceptance of the order, which may also be done by means of returning a countersigned agreement form to the Client or by issuing to the Client a proforma or commercial invoice referring to the order, or

(b) initiates the delivery of any goods and/or services specified in the order.

1.5 Any terms deviating from or additional to these Terms shall only apply to the Agreements if and to the extent they are contained therein, attached thereto, or referred to therein.

2. Provision and Use of Services

2.1 Lease and use of BlackBoxes

2.1.1 The Company grants to the Client the use of the agreed number of measurement controllers (each, a “BlackBox”). The Client shall use the BlackBoxes only at the agreed place of use and only for the purpose of using the Services.

2.1.2 Unless otherwise agreed between the Parties, the Client shall install the BlackBoxes at the agreed place of use and configure them according to the instructions provided by the Company.

2.1.3 The Client shall ensure, at its own cost and risk, that the technical and environmental requirements provided by the Company are met. These requirements include without limitation:

(a) availability of 230V power to each Blackbox;

(b) relevant sensor solution direct line of sight from the objects to be counted to each Blackbox;

(d) availability of bidirectional network connectivity through IP ports 80, 443, and 5683 between each Blackbox and the hosts admin.globalreader.eu,api.globalreader.eu,gate.globalreader.eu and cloud.globalreader.eu.

2.1.4 The Client shall not, without prior written permission of the Company, open the enclosures of the BlackBoxes, attempt to modify or repair the Blackoxes or attempt to replicate the technical solution implemented in the BlackBoxes, or permit any third party to do the same. A breach of this section 2.1.4 is considered fundamental, and the Company shall be entitled to claim liquidated damages in the amount of up to EUR 5,000 per breach.

2.2 Use of the Portal

2.2.1 The Company grants to the Client the use of web-based user interface (the “Portal”) through the website passport.globalreader.eu.

2.2.2 The use shall be initially granted to the Main User defined in the Agreement. The Main User shall be allowed to add and remove additional user accounts for its employees and contractors, and to assign/remove administrative permissions to/from such accounts. The Client shall not grant access to the Portal to any third parties without the Company’s prior written permission.

2.2.3 The Portal enables the Main User and, subject to the permissions granted to them, other users to:

(a) monitor in real time the data that is collected by the Blackboxes and processed according to the agreed Service Features;

(b) define the expected ranges of the monitored parameters, and set automatic alerts if the actually measured values fall outside such ranges;

2.2.4 The Client may use the data, reports, summaries and analyses in any considerable way, referring to the Company as the source.

2.2.5 The Company may change the design and features of the Portal. If the changes can be reasonably expected to affect the Client’s ability to use the Portal together with third-party software or services, of which the Company is aware, the Company shall give the Client a reasonable advance notification of the changes.

2.3 Availability of the Services

2.3.1 The Company shall make the best efforts to ensure continuous functioning of the BlackBoxes and the Portal. The Client acknowledges that occasional interruptions are unavoidable.

2.3.2 The Company shall notify the Client of any planned Service interruptions (such as these that may be necessary for adding or replacing the hardware or network connectivity or updating the software of the Portal) 5 days in advance of such interruptions.

2.3.3 The Company shall notify the Client of unplanned Service interruptions (such as these necessary for replacing a failed component or correcting a critical software error) at the earliest reasonable opportunity.

2.3.4 The Services are delivered in accordance with the Agreement as long as the total duration of Service interruptions does not exceed 24 hours during any one calendar month, excluding the interruptions caused by the Client’s failure to fulfil its obligations set forth in section 2.1.3.

2.3.5 The Company shall compensate the Client for every hour of Service interruptions beyond the limit set forth in section 2.3.4 by means of reducing the next month’s invoice by 1/730 of the total Service fee for the month during which the interruptions occurred.

2.4 Technical Support

2.4.1 If the Client suspects that a BlackBox has become defective or that the Portal has become unavailable or defective, it shall report the defect to the Company without delay. The Company shall correct the defect (or provide the Client with instructions for correcting the defect or overcoming its effect) as soon as reasonably possible.

2.4.2 If the defect report turns out to be caused by the Client’s failure to fulfil its obligations set forth in section 2.1.3, the Company may charge the Client for any costs of attempting to correct the defect, including without limitation reasonable travel and accommodation expenses of the Company’s employees or contractors sent to the agreed place of use.

2.5 Sale of Goods and Additional Services

2.5.1 The Parties may, from time to time, agree upon the sale of BlackBoxes or other goods, or the provision of additional services by the Company to the Client. Such services include without limitation:

(a) leasing of equipment other than BlackBoxes;

(b) installation and configuration of the BlackBoxes or other equipment;

(d) training and consultancy regarding the Services.

2.5.2 Each such sale or provision of services shall be governed by a separate agreement that, unless explicitly agreed otherwise in writing, incorporates these Terms by reference.

2.5.3 Unless explicitly agreed otherwise in the relevant agreement:

(a) the ownership of any goods sold remains with the Company until the Company receives payment of the agreed purchase price of the good in full;

(b) if any sold goods or as a result of the provision of a service is found to be defective within 6 months from the date of delivery thereof to the Client, then the Client may, within 14 days from the discovery of the defect, report the defect to the Company. The Company will then examine the defect, and if the defect (i) existed at the time of delivery and (ii) could not have reasonably been discovered any sooner, then the Company will, at its sole discretion, either repair or replace the defective good or re-provide the service, or refund to the Client the price originally paid for the defective good or service, less any damage of the good beyond normal wear and tear.

3. Prices and Payments

3.1 The fees for the Services and the prices for the items included in the first one-time order (if made on the Effective Date of the Agreement) shall be set forth in the Agreement. The prices for the items included in subsequent one-time orders (if any) and/or the fees for the Services or Service Features not initially ordered shall be based on the Company’s price list as of the date of subsequent order or change request or agreed separately between the Parties on case-by-case basis. For the sake of clarity, the Company may update its price list at any time without advance notification.

3.2 If the Parties have agreed upon the Proof of Concept, then the Company may waive all or part of the fees for the Services rendered during such term.

3.3 If the Parties have agreed upon the Deployment Term, then the Company shall, during such term, invoice the Client only for the Services actually delivered. For the sake of clarity, after the expiration of the Deployment Term the Company shall invoice the Client for the entire agreed Service Configuration.

3.4 If the Parties have agreed upon the application of discounted fees to the Services, the Company grants the Client the discounts subject to the conditions of the Client neither cancelling the Agreement prematurely nor requesting to remove any BlackBoxes or Service Features from the Service Configuration.

3.5 Unless explicitly stated otherwise in the Agreement, the Client shall fulfil its payment obligations by transferring the money to the Company’s bank account. The payment obligation shall be deemed fulfilled upon arrival of the funds on the Company’s bank account.

3.6 The Company shall, as soon as practicable after the beginning of each month, year, or Service Term set out in the Agreement under ‘Payment Schedule’ (each, a “Payment Period”), invoice the Client for (i) any recurring Services to be rendered during the relevant Payment Period, and (ii) any one-time Services rendered during the preceding Payment Period.

3.7 Unless explicitly stated otherwise in the Agreement, undisputed invoices shall fall due in 14 days from the invoice date. If the Client has any objections concerning an invoice, the Client shall communicate such objections to the Company within 5 days from the invoice date; otherwise, the invoice shall be deemed undisputed. For the sake of clarity, if the dispute only relates to a part of the invoice, the remainder of the invoice shall be deemed undisputed.

3.8 The Company may charge the Client a default interest of 0.15% of any overdue amounts per day. Additionally, the Company may:

(a) if any amount has been overdue for at least 7 days, disclose the overdue amount, via Portal, to the Client’s users with admin permissions;

(b) if any amount has been overdue for at least 30 days, disclose the overdue amount, via Portal, to any of Client’s users;

(c) if any amount has been overdue for at least 3 months, suspend the provision of the Services to the Client, and/or assign the claim to a collection agency and require the obligor to pay compensation for collection costs, as well as compensation for any damages caused by the delay in payment that exceed the fixed compensation amount.

4. Term and Termination

4.1 The Agreement shall become effective on the date set forth in section 1.4 above and remain in force until terminated by agreement of the Parties or cancelled by either Party according to the provisions of this section 4.

4.2 If the Parties have agreed upon the Proof of Concept, then the Client may ordinarily cancel the Agreement by notifying the Company at any time before the expiration of such term.

4.3 Neither Party may ordinarily cancel the Agreement during the Deployment Term.

4.4 The Agreement shall be automatically renewed for the next month or year (as agreed in the Agreement) on the date of expiration of the Initial Term or any subsequent Service Term, unless either Party has given the other a timely notice of its intent to ordinarily cancel the Agreement at the end of a specified Service Term. The notice shall be considered timely if it is given

(a) at least 40 days before the end of the specified Service Term if the Agreement is to be renewed for one month; or

(b) at least 3 months before the end of the specified Service Term if the Agreement is to be renewed for one year.

For the sake of clarity, an untimely notice shall be deemed timely with regard to the next Service Term, and the Agreement shall terminate upon the expiration of such next Service Term.

4.5 The Client may also ordinarily cancel the Agreement at any time by notifying the Company in writing. In such case, the Company’s right to demand the payment of the fees for any agreed Services shall survive the termination of the Agreement until such date that would apply if the Client had given the Company a timely notice under section 4.4.

For the sake of clarity, if the Client has made any advance payment against the fees for any agreed Services, then such payment shall not be refunded if the Agreement is cancelled under this section 4.5.

4.6 The Client may cancel the Agreement as of the effective date of the change under section 5.3 by notifying the Company at least 15 days prior to the effective date of the change, except if the change is limited to the increase of prices and/or fees by at most 5% at most once per calendar year.

4.7 Either Party may extraordinarily cancel the Agreement by notifying the other Party if that other Party has breached its obligations under the Agreement and:

(a) the cancelling Party has notified the breaching Party thereof and given an additional term of at least 30 days to cease and remedy the breach, but the breaching Party has remained in breach throughout the additional term or is clearly unable or unwilling to cease and/or remedy the breach during the additional term; or

(b) the breach has been fundamental (for the sake of clarity, any breaches of obligations set out in sections 2.1.4 and 7 of these Terms shall be considered fundamental).

4.8 Either Party may cancel the Agreement with immediate effect by notifying the other party if Force Majeure persists for more than three months.

4.9 Upon termination of the Agreement, regardless of the reasons thereof:

(a) the Client shall return, within 14 days from the date of termination, to the Company all leased BlackBoxes and any other Company property in the Client’s possession (if any) in good working condition, notwithstanding any normal wear and tear; and

(b) if the Client fails to return the leased BlackBoxes and/or other Company property during the term set forth in subsection (a), the Company shall be entitled to charge the Client the agreed rental fee for such Blackboxes and/or other Company property, for the time the Client remains in default;

(c) if the Client fails to return, within 60 days from the date of termination, to the Company any leased BlackBoxes or other Company property, the property shall be deemed unreturned and the Company shall be entitled to charge the Client EUR 1,000 per each unreturned Blackbox and the cost of any other unreturned Company property; and

(d) the Company shall provide the Client, upon the request of the latter with a copy of the data obtained during the provision of the Services, if such data are in the Company’s possession at the time of termination; and

(e) all financial obligations of the Client towards the Company shall immediately become due.

4.10 Any obligations that have already become due as of the moment of termination, and any obligations set forth elsewhere in the Agreement that are either expressly or implicitly intended to survive termination, shall survive the termination of the Agreement.

5. Changes

5.1 The Client may at any time request to have additional Blackboxes and/or Service Features added to the Service Configuration. The request shall be considered accepted, and the Agreement amended as of the date the Company ships the requested BlackBoxes and/or enables the requested Service Features. The increase of the current month’s total fee shall be reflected on a separate invoice.

5.2 The Client may, at any time after the expiration of the Initial Term, request to have some BlackBoxes and/or optional Service Features removed from the Service Configuration. The removal shall be carried out as follows.

5.2.1 If the current Service Term is shorter than one year, then the removal shall become effective as of the beginning of the Service Term that immediately follows the passing of 40 days from the receipt by the Company of the removal request.

5.2.2 If the current Service Term is longer than or equal to one year, then:

(a) the removal shall become effective as of the beginning of the Service Term that immediately follows the passing of 3 months from the receipt by the Company of the removal request; or

(b) if the Client requests the removal to become effective sooner than set out in subsection (a), the Company may, at its sole discretion, (i) demand the payment of the relevant fees for the removed Blackboxes and/or Service Features until such date that would apply if the Client had requested the removal to become effective as set out in the subsection (a), and/or (ii) void, as from the effective date of the removal, any discounts granted to the Client.

5.2.3 Upon the removal of any Blackboxes becoming effective, the provisions set out in subsections (a)-(c) of section 4.9 shall be applied with regard to the removed Blackboxes.

5.3 The Company may, at any time after the expiration of the Initial Term, unilaterally change the terms of the Agreement, including the fees and prices, by notifying the Client as follows.

5.3.1 If the current Service Term is shorter than one year, then the new terms become effective as of the beginning of a specified Service Term that follows the passing of 430 days from the receipt by the Client of the change notification.

5.3.2 If the current Service Term is longer than or equal to one year, then the change becomes effective as of the beginning of a specified Service Term that follows the passing of 3 months from the receipt by the Client of the change notification.

5.4 Each Party may unilaterally change its contact details including the email address used for the delivery of notices, by notifying the other Party of the change; the Client may likewise change the email address of the Main User.

5.5 Such changes shall become effective as of the confirmation of receipt of the notice of change by the other Party.

5.6 Any other changes shall only become effective if agreed by the authorised representatives of the Parties in writing.

6. Intellectual Property

6.1 The Company grants to the Client a limited, revocable, non-exclusive license to use the computer programs and databases included in the Services and the BlackBoxes during the term and for the purposes of the Agreement.

6.2 All intellectual property rights including without limitation copyrights, patents, industrial designs, trademarks in any products or materials transferred or communicated from either Party to the other shall remain with their original owners. Unless explicitly stated otherwise in the Agreement, neither Party shall assign or license any intellectual property rights to the other.

7. Confidentiality

7.1 “Confidential Information” means any non-public information that is disclosed by either Party to the other or otherwise obtained by the other Party during the negotiations and/or performance of the Agreement.

7.2 The Parties shall only use the Confidential Information received from each other with the purposes of negotiating the terms of the Agreement or performing their obligations under the Agreement.

7.3 Upon the request of the other Party, each Party shall return or permanently destroy any copies of the Confidential Information of that Party.

7.4 The Parties shall protect the Confidential Information of each other at least as well as that of their own, but at least with reasonable care. The Parties shall make each other’s Confidential Information available only to such of their officers, employees, contractors and advisers who have a need to know and who are bound by a contractual or statutory confidentiality obligation that is at least as restrictive.

7.5 The confidentiality obligation does not extend to any information that is

(a) developed by that Party without reference to Confidential Information; or

(b) received by that Party from a third party without the receiving Party being aware or having to reasonably assume the breach of any confidentiality obligation; or

7.6 Any breach of the provisions of this section 7 shall be considered fundamental.

7.7 The confidentiality obligation survives until two years have passed from the termination of the Agreement for whatever reason or the abortion or the precontractual negotiations.

7.8 Notwithstanding any other provisions of this section 7, the Company may use certain Confidential Information of the Client for the purpose of creation of anonymized statistics that the Company may disseminate at its own discretion.

8. Limitation of Liability, Force Majeure

8.1 Except for damages caused by wilful misconduct or gross negligence, and insofar this is permissible under applicable law,

(a) the aggregate liability of either Party to the other for all claims, losses, or damages, whether arising from tort (including negligence), breach of contract, or otherwise in connection with any breach of this Agreement shall in no event exceed 125% of the Remuneration paid or payable under the Agreement; and

(b) neither Party shall be liable to the other for any indirect, special or consequential losses or damages, including without limitation loss of revenue, profits or business opportunities, loss of data or data being rendered inaccurate or inaccessible.

8.2 “Force Majeure” means any extraordinary circumstances beyond the control of a Party who, at the time of the conclusion of the Agreement could not reasonably have been expected to take into account or avoid, and who cannot be reasonably expected to overcome the impediment or the consequences thereof. A Party’s non-performance or delayed performance of an obligation under the Agreement shall be excused if and to the extent it is caused by Force Majeure, provided that the affected Party notifies the other Party of the impediment at the first reasonable opportunity.

9. Data Protection

9.1 For the purposes of this section 9, the terms “personal data”, “controller” and “processor” have the meanings defined in 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, GDPR).

9.2 Except for the contact details of their representatives as well as the Main User and other users of the Services, the Parties exchange no personal data under this Agreement. The Company shall process the personal data in accordance with its Privacy Policy that is available from globalreader.eu/privacy-policy.

10. General

10.1 No Waiver. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.

10.2 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof. It replaces all prior agreements, understandings, and negotiations between the Parties concerning the same subject matter.

10.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then the remainder of the Agreement shall remain valid and enforceable, and the Parties will attempt in good faith to replace the affected provision with a valid and enforceable provision that is a reasonable substitute therefor.

10.4 Notices. All notices and other communications given or made pursuant to the Agreement shall be made in English in a form that can be reproduced in writing. Notices may be sent to each Party’s email addresses set out in the header of the Agreement. Notices to the Client may also be sent to the email address of the Main User. Notices to the Company may also be sent via the Portal if such feature is available therein. Notices sent via email or the Portal shall be deemed to be received on the next business day after the date of sending. Each Party may consider the email addresses of the other Party (including, for the sake of clarity, the email address of the Main User) as valid until being notified of any change thereof.

10.5 Authorisation. The Client authorises all persons with access to the e-mail address of the Main User to make and accept any notices under this Agreement, including, for the sake of clarity, the requests to change the Service Configuration. The Client acknowledges that the only ways to revoke this authorisation are (i) removing the relevant person’s access to the relevant email address or (ii) notifying the Company of the change of the Main User’s email address.

10.6 Languages. These Terms have been originally published in English. In case of any discrepancy between the original text and any translation thereof, the original shall prevail.

10.7 Governing law. The Agreement shall be governed by and construed in accordance with the laws of Estonia (without regard to its principles regarding conflicts of law).

10.8 Resolution of Disputes. The Parties shall try to resolve all disputes by means of bona fide negotiations. Any disputes that remain unresolved shall be settled in Harju County Court in Tallinn, Estonia, as a court of the first instance.

Explanatory Notes

Short-term contracts:

are auto-renewed monthly unless either Party notifies the other otherwise at least 30 days before the expiration of the current Service Term;
are billed monthly;
allow the adding of BlackBoxes and/or Service Features at any time;
allow the removal of BlackBoxes and/or Service Features at the beginning of any specified Service Term after the expiration of the 40-day notice term;
allow the Company to change any terms (including prices) at the beginning of any specified Service Term after the expiration of the 40-day notice term.

Long-term contracts:

may begin with a Proof of Concept and/or pay-as-you-go Deployment Term;
can be freely terminated during the Proof of Concept;
can not be terminated during the Deployment Term;
are auto-renewed for successive one-year Service Terms unless either Party notifies the other otherwise at least 3 months before the expiration of the current Service Term;
are billed monthly, annually or for the entire Deployment Term and/or the entire Initial Term;
allow the adding of BlackBoxes and/or Service Features at any time;
allow the removal of BlackBoxes and/or Service Features added during the current Service Term with a 3-month notice (or sooner but the Client must pay for 3 months nevertheless);
allow the removal of BlackBoxes and/or Service Features included in the Service Configuration as of the beginning of the current Service Term only at the beginning of the next Service Term after the expiration of the 3-month notice term;
HOWEVER, any removal of BlackBoxes and/or Service Features before the end of the current Service Term causes any discounts to be voided retroactively from the beginning of the current Service Term;
allow the Company to change any terms (including prices) at the beginning of the next Service Term after the expiration of the 3-month notice term, but in case of any other changes than an increase of prices by more than 5% per year, the Client may terminate the Agreement as of the effective date of the proposed changes with a 15-day notice;