Terms and Conditions

Contracting parties. "Agrivero" means the Agrivero legal entity identified as the contracting party in the applicable quotation, order form or statement of work. If no Agrivero entity is identified, Agrivero means Agrivero UG (haftungsbeschränkt), Erich-Nehlhans-Straße 29, 10247 Berlin, Germany. "Customer" means the business customer identified in the applicable Quotation.

Quotation. "Quotation" means a customer-specific quotation, order form, proposal or statement of work issued by Agrivero and accepted in accordance with Section 2. It identifies the ordered products and services and the applicable commercial terms.

No commercial offer in these Terms. These Terms do not by themselves set any price, discount, quantity, payment milestone, customer-specific delivery date, selected configuration, paid module, professional-services scope or other customer-specific commercial term. All such terms apply only as stated in the Quotation. These Terms may state standard legal or operational defaults where the Quotation is silent, and the Quotation may expressly vary them.

Contract documents. The contract consists of: (a) the accepted Quotation and any customer-specific special terms; (b) any data processing addendum, solely for personal-data matters; (c) the version of these Terms referenced in the Quotation; and (d) any service description, service level agreement, product data notice, technical specification or statement of work expressly referenced in the Quotation.

Order of priority. In case of conflict, the documents apply in the order listed in Section 1.4. Individually agreed terms and customer-specific special terms always prevail over these Terms. A data processing addendum prevails only for personal-data matters.

Version control. The version and effective date of these Terms referenced in the Quotation govern the relevant order. A later website version does not retroactively change an existing contract. Agrivero will make the applicable version available in a form that can be stored and reproduced unchanged and will provide prior versions upon reasonable request.

Customer terms. A Customer purchase order may be used for procurement and reference purposes. Pre-printed, linked or standard terms supplied by Customer do not amend the contract unless Agrivero expressly accepts them in writing.

Standard supporting documents. Before Customer accepts a Quotation, Agrivero will make available the then-current Product Data Notice, Data Processing Addendum and Technical and Organisational Measures where applicable, Technical and Operating Requirements, and Remote Support Requirements. These documents may be supplied as attachments, durable downloadable files or stable links identified in the Quotation or checkout. By accepting the Quotation, Customer confirms that it had a reasonable opportunity to review and retain the documents identified in that Quotation. Operational updates may apply during the term where reasonably necessary for security, law or compatibility and do not materially reduce Customer's contractual rights.

A Quotation is an invitation to enter into a contract unless it expressly states that it is a binding offer. It may be revised or withdrawn before acceptance and expires at the end of the validity period stated in it.

An order becomes binding when: (a) both parties sign the Quotation; (b) Customer signs or otherwise accepts the Quotation and Agrivero confirms acceptance in writing; (c) Customer issues a purchase order expressly referencing the Quotation and Agrivero accepts it in writing; or (d) Agrivero begins performance after Customer's unambiguous written acceptance, unless the Quotation requires countersignature.

Electronic signatures, scanned signatures and a clear written acceptance by an authorized representative are sufficient unless mandatory law or the Quotation requires another form.

Amendments, waivers and additions must be agreed in writing by authorized representatives. An email exchange is sufficient only where it clearly identifies the contract term being amended and expresses both parties' agreement.

"Device" means the Agrivero hardware identified in a Quotation. "Services" means the hosted software, applications, dashboards, model-based analysis, reporting, APIs, support and other services identified in a Quotation. "Software" means Agrivero software embedded in a Device or provided as part of the Services.

Agrivero will provide only the Devices, Services, software modules, support and deliverables expressly identified in the Quotation. Product descriptions, specifications and documentation may be incorporated by reference.

Subject to payment and compliance with the contract, Agrivero grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription period to access and use the ordered Services for Customer's internal business purposes, for the authorized users, Devices and modules stated in the Quotation.

The standard Services use Agrivero's generally available models and functionality. Customer configuration of settings, rules or thresholds does not create a customer-owned or customer-exclusive model. Custom development, customer-specific model training, calibration projects, integrations, on-site services and other professional services are included only if expressly ordered in a Quotation or statement of work.

Unless the Quotation expressly states otherwise, cloud-connected analysis, model functionality, updates and support require an active subscription for the relevant Device. Expiry or termination of a subscription does not transfer source code, model weights, administrative credentials, new offline functionality or a right to continued hosting.

All prices, fees, currencies, billing intervals, payment milestones and payment dates must be stated in the accepted Quotation. An invoice may reflect those agreed terms but may not introduce an additional price or fee. Agrivero has no right to charge for an item or professional service that has not been ordered or otherwise authorized in the accepted Quotation or a later written order.

Unless the Quotation states otherwise, fees are exclusive of value added tax, sales tax, import duties, customs charges, withholding taxes and similar governmental charges. Customer is responsible for charges arising from importation, local use or Customer's tax status, except taxes imposed on Agrivero's net income.

Customer shall pay undisputed invoices within the period stated in the Quotation or invoice. Statutory default interest and reasonable recovery costs may apply to overdue amounts. Customer shall notify Agrivero promptly and in reasonable detail of any good-faith invoice dispute and shall pay the undisputed portion when due.

Customer may set off or withhold payment only against claims that are undisputed, finally adjudicated or arise from the same contractual relationship and may not lawfully be excluded.

Prices remain fixed during the then-current fixed subscription term unless the Quotation contains an agreed adjustment mechanism or a change is required by tax or mandatory law. Agrivero may change prices for a renewal term by giving Customer at least ninety (90) days' written notice before the renewal date. Customer may avoid the changed price by giving timely notice of non-renewal under Section 6.1. If neither party gives timely notice of non-renewal, the subscription renews at the notified price. A price change does not apply retroactively or during the current fixed term.

The Quotation may identify a different Agrivero affiliate as invoicing, fulfillment or shipping entity. Payment to the properly designated invoicing entity discharges the corresponding payment obligation. The contracting Agrivero entity remains responsible for contractual performance unless the Quotation expressly identifies another entity as a contracting party.

Regional price books. Agrivero may maintain different price books by sales region, service location, delivery destination and currency to reflect local market conditions, support coverage, warranty and logistics costs, compliance requirements, payment costs and currency risk, subject to applicable law. The applicable price and price-book version will be displayed or stated before Customer accepts the Quotation. Customer shall provide accurate contracting, billing, service and delivery-location information and shall not misrepresent its location to obtain a price intended for another region. Pricing will not be based on nationality or another protected characteristic.

Delivery location, delivery term, Incoterm, lead time, shipping responsibilities, insurance, customs responsibilities and risk transfer are governed exclusively by the Quotation. Any delivery date or lead time is binding only if expressly designated as binding.

Customer shall provide accurate shipping, import, site and contact information and any reasonable cooperation required for delivery. Agrivero is not responsible for delay caused by Customer, a carrier selected by Customer, customs, import restrictions or events outside Agrivero's reasonable control.

Title to a Device remains with Agrivero until Agrivero has received full payment of the corresponding purchase price. Until title passes, Customer shall not pledge the Device or dispose of it in a manner that impairs Agrivero's retained title.

Customer shall inspect each Device promptly after delivery and notify Agrivero without undue delay of visible transport damage, quantity discrepancies or apparent material non-conformity. Statutory inspection and notification duties applicable to commercial transactions remain unaffected.

Unless the Quotation or statement of work states otherwise, Customer has thirty (30) days after receipt to notify Agrivero in writing of a material non-conformity for formal acceptance purposes; otherwise the Device is deemed accepted. Acceptance does not waive claims for latent defects, fraudulent concealment or rights that cannot lawfully be waived.

After an order becomes binding, Customer may cancel it for convenience only with Agrivero's written consent. If Agrivero accepts a cancellation, Customer shall reimburse documented, non-cancellable third-party commitments, committed production costs and professional services already performed, to the extent reasonable and not otherwise avoided by Agrivero.

Unless the Quotation states otherwise, the initial subscription period is twenty-four (24) months from the service commencement date and renews automatically for successive twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current period. The service commencement date and billing model are stated in the Quotation. Neither party may terminate a fixed subscription period for convenience unless the Quotation expressly permits it.

Either party may terminate an affected order for material breach if the other party fails to cure the breach within thirty (30) days after written notice, or within ten (10) days for non-payment of an undisputed amount. No cure period is required where the breach cannot reasonably be cured, involves unlawful or materially insecure use, or continued performance cannot reasonably be expected.

Agrivero may suspend affected Services to the extent reasonably necessary where: (a) undisputed fees are overdue after notice; (b) Customer's use creates a material security, legal or operational risk; (c) Customer violates Section 7; or (d) Customer fails to provide cooperation or access that materially prevents service delivery. Agrivero will give advance notice where reasonably practicable, limit the suspension to the affected part and restore access promptly after the reason is resolved.

On expiry or termination: (a) Customer's right to use the affected Services ends; (b) accrued payment obligations remain due; (c) each party shall return or delete the other party's Confidential Information where required by Section 12; and (d) data access, export, retention and deletion are handled under Section 10 and the applicable Quotation, data processing addendum and Product Data Notice.

If Agrivero permanently discontinues a paid Service generally, Agrivero will use commercially reasonable efforts to offer a materially equivalent successor, a reasonable migration or export option, or another remedy stated in the Quotation. Agrivero is not required to provide source code, model weights or intellectual property unless expressly agreed in writing.

Customer shall: (a) use the Devices and Services only as permitted by the contract and applicable law; (b) ensure that its users are authorized and appropriately trained; (c) protect credentials and use available security controls; (d) maintain its own networks, systems and backups outside the Services; and (e) follow the Documentation and reasonable operating, cleaning, environmental, safety, connectivity and security requirements supplied for the Device.

Customer shall provide the internet connectivity and, where included in the agreed support model, secure remote access reasonably required for updates, diagnostics and support, subject to Customer's security policies. Agrivero is not responsible for missed service or support targets to the extent caused by Customer's network, firewall, VPN, access restrictions, systems or failure to cooperate.

Customer shall not, and shall not permit a third party to: (a) reverse engineer, decompile or disassemble the Software, or attempt to extract, infer or reconstruct source code, model weights, model architecture, training data, decision rules, thresholds or other protected technical information, except to the extent mandatory law expressly permits; (b) bypass usage, security or access controls; (c) use any Device, Service, Raw Capture Data, Model Development Data, output, API response or Documentation to train, validate, calibrate, benchmark, imitate, reconstruct or develop a model, system or service that competes with Agrivero or is intended to reproduce substantially similar grading or analytical results; (d) provide such materials or access to a third party for any purpose prohibited by point (c); (e) scrape, systematically extract or create a substitute dataset from the Services other than through an authorized export or API; (f) publish a benchmark or security test of the Services without Agrivero's prior written consent; (g) introduce malicious code, overload or disrupt the Services; or (h) use the Devices or Services for an unlawful, infringing or unsafe purpose.

Nothing in Section 7 restricts Customer's mandatory rights to access or use data under applicable law, including the EU Data Act. Any data obtained under such rights remains subject to lawful security, trade-secret and competing-product restrictions.

Customer is responsible for its business, quality, procurement, trading, production and regulatory decisions and for any legally required independent testing, certification or professional review.

Standard documented read-only API access for Customer-authorized data is included with each active AI Grading Service licence. The applicable Documentation defines the available standard endpoints, authentication method, usage limits and supported functions. Any additional API product, exceptional capacity or customer-specific functionality must be expressly stated in the Quotation.

Customer may build, operate and maintain its own connection to the documented standard API without a separate Agrivero integration-services fee. Customer remains responsible for its own software, infrastructure, field mapping, testing, security, vendors and maintenance.

Customer-specific discovery, data mapping, configuration, development, bidirectional workflows, staging, testing, user-acceptance support, deployment assistance and enhanced integration support are professional services and require a separate Quotation or statement of work.

Customer shall keep API credentials confidential and comply with the Documentation and reasonable rate, security and usage limits. Agrivero may make non-material API changes and may make urgent changes required for security, stability or law. For a material change to supported standard functionality, Agrivero will give reasonable advance notice where practicable and provide a reasonable migration path where commercially feasible.

Correction of a defect in Agrivero's standard API is part of the applicable Service support, subject to the agreed support terms. Agrivero is not responsible for a defect or incompatibility in Customer's systems, third-party systems or a customer-maintained connector.

Agrivero and its licensors retain all rights, title and interest in the Devices' design, Software, Services, APIs, models, model weights, algorithms, documentation, user interfaces, methodologies, taxonomies, know-how, improvements and other Agrivero technology (collectively, "Agrivero Technology"). Sale of a Device does not transfer intellectual property in Agrivero Technology.

Subject to the contract, Customer receives a limited right to use Software embedded in a purchased Device solely as necessary to use the Device with the ordered Services. No rights are granted by implication.

Customer retains its rights in Customer Data and in software or materials developed independently by Customer without use of Agrivero Technology. Unless a statement of work expressly states otherwise, Agrivero retains ownership of its pre-existing materials and reusable tools, methods, connectors, templates and general improvements used or created while providing professional services. Customer receives the use rights in specifically ordered deliverables stated in the applicable statement of work.

Customer may provide product or workflow feedback. Agrivero may use general feedback without restriction or payment, provided it does not disclose Customer's Confidential Information or identify Customer without permission.

Definitions and ownership. "Customer Data" means data submitted by or on behalf of Customer and data generated through Customer's authorized use of the Devices or Services, including sample information, configurations, feedback and customer-specific results. "Raw Capture Data" means unprocessed or minimally processed images, video frames, sensor captures and associated technical metadata generated during an analysis. "Model Development Data" means non-personal Raw Capture Data, annotations, corrections, quality feedback, sample-level technical characteristics and analytical outputs generated through use of the Devices or Services, but excludes Customer's prices, supplier or buyer identities, contractual terms and personal data. "Model Development Purposes" means training, validating, testing, calibrating, securing, maintaining, improving and developing Agrivero's models, Devices, Services and related technology. Customer retains all rights it has in Customer Data, subject to the licences and restrictions in this Section 10.

Operational licence. For Customer Data other than Model Development Data, Customer grants Agrivero a non-exclusive, worldwide and royalty-free right to host, copy, transmit, process, display and otherwise use the data to provide, secure, maintain, support and administer the ordered Devices and Services, exercise Agrivero's contractual rights and comply with law.

Exclusive Model Development Licence. To the fullest extent permitted by law, Customer grants Agrivero an exclusive, worldwide, royalty-free, transferable and sublicensable licence, including as against Customer except for the reserved rights in Section 10.4, to retain, reproduce, label, curate, combine, analyse and use Model Development Data for Model Development Purposes. The licence is perpetual and irrevocable for Model Development Data lawfully collected during the contract, including after termination. Agrivero shall not publicly identify Customer or disclose Customer's Confidential Information when exercising this licence and shall not use the data to derive customer-specific insights about Customer's economic situation, assets, production methods or use in a manner that could undermine Customer's commercial position.

Customer's reserved use and competitive-use restriction. Customer may use and share Customer-entered data, standard reports and standard analytical results for its normal internal business, quality-control, transaction, audit, certification and regulatory purposes. Customer may use Model Development Data internally only for those purposes and may provide it to professional advisers or service providers solely as necessary for those purposes under written confidentiality and use restrictions. Customer shall not itself, and shall not authorize or license another person to, use Model Development Data for model training, validation, calibration, benchmarking, model reconstruction, development of a substitute dataset, or development or improvement of a product, model or service competing with Agrivero. This Section does not restrict a right that mandatory law does not permit the parties to exclude.

Derived Data. Agrivero may create and use aggregated, anonymized or otherwise non-customer-identifying statistics, telemetry, evaluation results, trained parameters and learnings ("Derived Data"), provided that they do not identify Customer, disclose Customer's Confidential Information or allow a third party reasonably to reconstruct Customer-specific source data. Agrivero owns Derived Data and may use it for analytics, benchmarking, service improvement and product development.

Permitted disclosures. Agrivero will not disclose non-personal product data or related service data to third parties except: (a) to affiliates, licensors and service providers as necessary to perform, secure or improve the contractually authorized Services and Model Development Purposes, subject to appropriate confidentiality and use restrictions; (b) at Customer's direction and subject to Section 10.4; (c) as required by law; or (d) in the form of Derived Data meeting Section 10.5.

Product Data Notice and mandatory access rights. Where a Device is a connected product or a Service is a related service under the EU Data Act or comparable mandatory law, Agrivero will provide the legally required pre-contract information in the Product Data Notice or another durable document before contract conclusion. To the extent required by mandatory law, Customer may access readily available product data and related service data and request transmission to an eligible third party. Such access may be subject to reasonable identity and authorization checks, personal-data rights, technical security measures and proportionate safeguards for Agrivero's and third parties' trade secrets.

Standard exports and Raw Capture Data. Customer's standard export and standard read-only API access include only the Customer-entered fields, reports and processed analytical results identified in the Product Data Notice and Documentation. Raw Capture Data, unprocessed bean images, sensor streams, internal annotations, intermediate model inputs or outputs, calibration information, model weights, training datasets and internal development artefacts are not standard customer deliverables and are not available through the standard export or API. Agrivero has no obligation to retain Raw Capture Data solely for possible export. Where mandatory law requires access to readily available Raw Capture Data, Agrivero will provide access only to the extent required and subject to Sections 7.3, 10.4 and 10.7.

Special data arrangements. Any no-training arrangement, reduction of the exclusive Model Development Licence, dedicated segregation, extended retention, custom export, custom transformation or other non-standard data handling applies only if expressly stated in the Quotation or a signed data-use addendum and may require separate technical and commercial terms.

Deletion and trained-model carve-out. Deletion, return or expiry of Customer Data does not require Agrivero to reverse, remove or retrain information already incorporated into models, trained parameters or Derived Data in a manner that no longer identifies Customer or permits reconstruction of Customer-specific source data, except where mandatory law expressly requires otherwise.

Each party shall comply with applicable data protection law. Where Agrivero processes personal data on Customer's behalf as a processor, the data processing addendum referenced in the Quotation applies and forms part of the contract.

Section 10.3 does not authorize Agrivero to use personal data for its own model training or product-development purposes. Any such processing requires a separate valid legal basis, appropriate information and compliance with applicable data protection law. Agrivero may use data that has been lawfully anonymized so that it is no longer personal data.

Agrivero will implement appropriate technical and organizational measures proportionate to the nature of the Services and the risks. Customer acknowledges that no system can be guaranteed completely secure and remains responsible for the security of its accounts, endpoints, local networks and customer-managed integrations.

Security incidents involving personal data are handled under the applicable data processing addendum. Other material security incidents affecting the Services will be communicated as required by law and the agreed support or security terms.

"Confidential Information" means non-public technical, product, security, pricing, commercial, legal or business information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential in the circumstances. Customer Data is Customer's Confidential Information. Agrivero Technology is Agrivero's Confidential Information.

The receiving party shall: (a) use Confidential Information only to perform or exercise rights under the contract; (b) protect it with at least reasonable care; and (c) disclose it only to personnel, affiliates, professional advisers and subcontractors who need to know it and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate: (a) is public without breach; (b) was lawfully known without restriction; (c) was independently developed without use of the disclosing party's Confidential Information; or (d) was lawfully received from a third party without a duty of confidentiality.

A receiving party may disclose Confidential Information where required by law or a competent authority, provided it gives prior notice where legally permitted and reasonably cooperates to limit the disclosure.

These confidentiality obligations continue for seven years after the relevant order ends. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Support. Support channels, support hours, response targets and maintenance coverage apply only as stated in the Quotation or the Remote Support Requirements. Support response or resolution targets are operational targets and are not part of the uptime service level unless expressly stated otherwise.

Uptime commitment. During an active paid subscription, Agrivero targets a Monthly Uptime Percentage of at least 97.0% for the hosted AI Grading Service and the documented standard API. The uptime commitment does not apply to Device hardware, local Device functions, Customer systems, customer-maintained integrations or beta, preview, pilot or evaluation functionality.

Measurement. "Monthly Uptime Percentage" means the total minutes in the applicable calendar month, less Unavailable Minutes, divided by the total minutes in that month and multiplied by one hundred. "Unavailable Minutes" means minutes during which substantially all authorized users are unable to access the hosted Service or the standard API is unable to accept and process substantially all valid requests because of a failure within Agrivero's reasonable control. Partial degradation, individual Device failure and individual request errors do not constitute unavailability unless they materially prevent the core hosted Service from being used.

Exclusions. Unavailable Minutes exclude scheduled maintenance notified in advance where practicable, emergency maintenance, internet or telecommunications failures outside Agrivero's control, Customer networks or systems, customer-maintained connectors, unsupported use, suspension permitted under the contract, force majeure, third-party services outside Agrivero's reasonable control, and failures caused by Customer or its users.

Uptime remedy. If the Monthly Uptime Percentage is below 97.0%, Customer may request a non-cash extension of the affected paid subscription by submitting a reasonably detailed claim within thirty (30) days after the end of the affected month. The extension is two (2) service days for uptime from 96.00% to 96.99%, four (4) service days for uptime from 95.00% to 95.99%, and seven (7) service days for uptime below 95.00%. The maximum extension for an affected month is seven (7) days. This is Customer's exclusive remedy for the uptime failure itself, but not for a separate breach, intentional misconduct or a right that cannot lawfully be limited.

Changes. Agrivero may update the Services, Software and models to improve security, stability, compatibility, performance, legal compliance or functionality. Agrivero may make non-material changes without notice and urgent security or legal changes as necessary. For a change that materially reduces ordered core functionality, Agrivero will give reasonable advance notice where practicable. If Agrivero cannot provide a materially equivalent alternative, Customer may terminate the materially affected Service and receive a pro rata refund of prepaid fees for the unused period.

Beta functionality. Beta, preview, pilot and evaluation functionality may be changed, suspended or discontinued and is provided without the uptime commitment in Section 13.2 unless the Quotation states otherwise. Any paid continuation after a free or pilot period requires Customer's separate written agreement; there is no automatic paid conversion unless expressly stated in the Quotation.

Unless the Quotation states otherwise, Agrivero warrants for twelve (12) months after delivery that a Device will materially conform to the specifications expressly incorporated into the Quotation. The Quotation must state any customer-specific extension or other agreed variation of the defect or warranty period.

For a valid Device defect, Agrivero may first repair or replace the affected Device, taking Customer's legitimate interests into account. If cure fails, is refused or is unreasonably delayed, Customer retains the applicable statutory rights to price reduction, termination and damages, subject to Section 16.

Device warranty and defect remedies do not cover issues caused by misuse, accident, unauthorized modification or repair, unsuitable environmental or power conditions, normal wear, consumables, failure to follow Documentation, Customer systems or third-party components not supplied or approved by Agrivero.

During an active subscription, Agrivero warrants that the Services will materially perform in accordance with the incorporated service description. Agrivero's first remedy is to correct the material non-conformity or provide a reasonable workaround. If Agrivero cannot cure a persistent material non-conformity within a reasonable period, Customer may terminate the affected Service and receive a pro rata refund of prepaid fees for the unused period.

Model-based and AI-assisted outputs are analytical decision-support results and may contain uncertainty, false positives, false negatives or other errors. Unless the Quotation contains an express acceptance criterion or performance commitment, Agrivero does not warrant a particular prediction, classification, commercial outcome or fitness for Customer's specific workflow. Customer remains responsible for final decisions and for any independent human review, sampling, laboratory test or certification required by law, contract or good industry practice.

Beta, preview, pilot and evaluation functionality is provided as available and without warranties beyond those that cannot lawfully be excluded.

Agrivero cannot exclude or limit liability for a defect that it fraudulently concealed or for an express guarantee to the extent applicable law prohibits such exclusion or limitation.

Agrivero will defend Customer against a third-party claim alleging that the ordered Services or Agrivero Software, when used as permitted, infringe that third party's intellectual property rights, and will pay damages finally awarded or settlement amounts approved by Agrivero. Customer must notify Agrivero promptly, give Agrivero control of the defense and settlement, and provide reasonable cooperation.

Agrivero has no obligation under Section 15.1 to the extent a claim arises from Customer Data, Customer or third-party modifications, use outside the contract, continued use after Agrivero provides a non-infringing alternative, or combination with items not supplied by Agrivero where the claim would not otherwise have arisen.

If infringement is likely, Agrivero may obtain a continued right of use, modify or replace the affected item with a materially equivalent non-infringing alternative, or terminate the affected Service and refund prepaid fees for the unused period. For a Device that can no longer lawfully be used and cannot reasonably be modified or replaced, the parties will agree an appropriate remedy taking account of age, use and value.

Customer will defend and indemnify Agrivero against third-party claims arising from Customer Data or Customer's unlawful or contractually prohibited use of the Devices or Services, subject to equivalent notice, control and cooperation requirements.

Nothing in the contract excludes or limits liability for: (a) intent or gross negligence; (b) death, personal injury or damage to health caused by negligence; (c) fraudulent concealment of a defect; (d) an express guarantee; (e) liability under mandatory product-liability law; or (f) any other liability that cannot lawfully be excluded or limited.

In cases of slight negligence, each party is liable only for breach of an essential contractual obligation whose performance is necessary for proper performance of the contract and on which the other party may regularly rely. That liability is limited to the damage that was foreseeable and typical for the contract when the relevant Quotation was concluded.

Subject to Sections 16.1 and 16.2, each party's aggregate liability arising from an affected Quotation in a contract year is limited to the total fees paid or payable under that Quotation during the twelve months preceding the event giving rise to liability. If the event occurs during the first twelve months, the reference amount is the total fees paid or payable for the first twelve months under that Quotation. Customer's payment obligations are not limited by this Section.

Subject to Sections 16.1 and 16.2, neither party is liable for damage that is indirect or not foreseeable and typical for the contract, including loss of profit, revenue, production, use, goodwill or anticipated savings, or business interruption.

Where Customer is responsible for maintaining a backup under the contract, liability for loss of data is limited to the reasonable cost of restoring the data from a proper and current backup. This does not apply to data that Agrivero expressly agreed to back up or retain as part of the Services.

Service extensions under Section 13.5 count toward any applicable liability cap for the same event and are the sole remedy only for the specific uptime failure covered by that Section.

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, epidemic, government action, widespread network or utility failure, carrier disruption, industrial dispute not limited to that party's workforce, or critical supplier failure that could not reasonably have been avoided. The affected party shall notify the other party promptly, use reasonable efforts to mitigate and resume performance. Payment obligations for Services already provided are not excused.

Neither party may assign the contract without the other party's prior written consent, which shall not be unreasonably withheld. Either party may assign it without consent to an affiliate or a successor in connection with a merger, reorganization, financing, sale of substantially all relevant assets or change of control, provided the assignee assumes the assigning party's obligations and the assignment does not materially reduce the other party's contractual rights.

Agrivero may perform through affiliates and subcontractors and remains responsible for their contractual performance. Subprocessors of personal data are governed by the applicable data processing addendum.

Contractual notices must be in text form and sent to the authorized contractual contact or notice address stated in the Quotation, or to an updated address notified in accordance with this Section. Operational emails, support tickets and day-to-day commercial communications are not contractual notices unless they clearly state that purpose.

A notice is deemed received when delivered by email without an error message during the recipient's normal business hours, otherwise on the next business day, or when delivery is confirmed by a recognized courier. A termination notice must clearly identify the affected Quotation and the requested termination date.

The contract is governed by the substantive laws of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Before commencing arbitration, the parties shall have a senior representative attempt in good faith to resolve the dispute for thirty (30) days after written notice of the dispute. This requirement does not apply to urgent interim relief, preservation of evidence, limitation periods or collection of an overdue undisputed amount.

Any dispute, controversy or claim arising out of or in relation to the contract, including regarding its validity, invalidity, breach or termination, that is not resolved under Section 20.2 shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force when the Notice of Arbitration is submitted. The number of arbitrators shall be one. The seat of arbitration shall be Zug, Switzerland. The proceedings shall be conducted in English. The Expedited Procedure shall apply. The dispute shall be decided on documentary evidence unless the arbitral tribunal determines that a hearing is necessary for due process or fair resolution. Any hearing shall be conducted remotely unless the tribunal determines that an in-person hearing is necessary.

Either party may seek urgent interim or protective relief, preserve a limitation period or pursue collection of an overdue undisputed amount before a competent court or debt-enforcement authority without waiving the arbitration agreement for any disputed matter.

The contract documents listed in Section 1.4 constitute the entire agreement concerning the relevant order and supersede prior proposals, statements and communications concerning the same subject matter.

A failure or delay in exercising a right is not a waiver. A waiver is effective only for the specific instance for which it is given.

If a provision is invalid or unenforceable, the remaining provisions remain effective. The invalid provision is replaced by the applicable statutory rule; the parties may agree a valid provision that most closely reflects the lawful commercial purpose.

The headings are for convenience only. The words "including" and "for example" do not limit the preceding words.

No person other than the contracting parties has a right to enforce the contract, except an expressly identified permitted assignee.

If these Terms are translated, the English version controls unless the Quotation expressly states otherwise.