Terms of Service

1) Background

1.1. The Agreement is comprised of the Order Form and related Schedules, comprising Scope of Work (SOW), Commercial, Dendra Terms of Service, and Additional Services. In the event of conf lict, the documents with their respective terms shall apply and take precedent in that order.

2) Commencement, Term, Fees and Termination

2.1. The Agreement shall commence on the Effective Date and shall continue for the Term unless terminated under these Terms of Service.

2.2. The Customer shall pay all Fees specified in the Order Form, or relevant Schedule, in accordance with the payment terms stated in such documents, or if no payment terms are stated, within 30 days of the date of invoice. Fees are based on Services purchased, not actual usage, are not cancellable and apply throughout the Term.

2.3. Usage of the Dendra Platform is subject to the scope of access purchased, as specified in the Order Form and related Schedules. If the Customer exceeds the scope of subscription access purchased then Dendra shall be entitled to charge at its then standard rate for such additional usage.

2.4. If any Fees properly owing to Dendra under this Agreement remain unpaid 30 days after the due date then Dendra may, without limiting its other rights and remedies, suspend all Services under any agreements between the parties until such amounts are paid in full. Dendra shall have no obligation to resume provision of the Services until all overdue Fees have been received in full.

2.5. The Fees in respect of Dendra Platform shall be invoiced annually in advance with the Dendra Platform subscription commencing on the Effective Date.

2.6. The Fees in respect of Additional Services shall be invoiced, and are payable, as specified in the relevant Order Form and related Schedule(s). If no payment terms are stated, then the Fees for Additional Services shall be payable in full prior to Dendra commencing provision of the Additional Services. Dendra shall be entitled to charge reasonable travel and subsistence costs in respect of providing the Additional Services as agreed in writing, in advance by the Customer. Any sums agreed to be payable upfront must be paid prior to Dendra commencing provision of the Additional Services and Dendra reserves the right to require a purchase order for the remainder of the Additional Services Fees.

2.7. All Fees shall be invoiced in and paid in the currency stated in the applicable Order Form and related Schedules, are exclusive of VAT or any other sales or other tax (which must be paid in addition) and are not refundable or cancellable except as may be set out in these Terms of Service. The Customer is responsible for providing complete and accurate billing and primary contact information to Dendra and notifying Dendra, in writing, of any changes to such information.

2.8. The Customer is responsible for providing complete and accurate billing and primary contact information to Dendra and notifying Dendra, in writing, of any changes to such information.

2.9. Unless validly terminated under these Terms of Service, each Order Form shall automatically renew at the end of the Initial Term for a further period of 12 months (each a ‘Renewal Term’) a maximum of two times. To prevent an Order Form from renewing, either party must serve notice to the other’s primary contact email address at least 30 days prior to the end of the Initial Term or the first Renewal Term. Failure to serve such notice in such time, or at all, will lead to the Order Form renewing for a Renewal Term.

2.10. Should the Customer require a purchase order number to be quoted on an invoice then it must send such purchase order to orders@dendra.io and Dendra reserves the right to delay access to the Dendra Platform until a purchase order is received. Where a purchase order number is given by the Customer, Dendra shall include such purchase order number on the invoice, however, if the Customer fails to provide a purchase order number, then it shall not be relieved of its obligation to pay an invoice by the due date.

2.11. On termination of the Agreement, howsoever arising:

2.11.1 the Customer shall immediately cease use of the Services;

2.11.2 the Customer shall pay all outstanding Fees properly due under the Agreement; and

2.11.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination and any clauses that expressly or impliedly are intended to survive termination of the Agreement shall continue in full force and effect.

2.12 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by written notice to the other party if the other party
i) commits a material breach of the Agreement which is irremediable or fails to remedy within 30 days after being notified to do so; or
ii) is subject to formal proceedings related to insolvency, receivership, liquidation or assignment for the benefit of creditors.

2.13. If the Customer validly terminates the Agreement under clause 2.12 i) then Dendra shall refund to the Customer, on a pro-rata basis, any prepaid Fees which relate to the period after termination.

2.14. In addition to the right under clause 2.3 above, Dendra shall be entitled to suspend provision of the Services, without liability, where it reasonably considers that suspension of the Services is required in order to comply with any legal or governmental requirement, to deal with or to mitigate any security issue or other potential vulnerabilities including when dealing with a hacking or denial of service attack or similar. Where Dendra is permitted and able to do so, it will endeavour to give advance warning of such suspension and will endeavour to lift such suspension as soon as possible.

3) Dendra Obligations

3.1. Dendra shall provide the Services in accordance with the Agreement and using reasonable care and skill.

3.2. Provision of Additional Services shall be governed by the Additional Services Schedule.

3.3. Dendra shall use reasonable endeavours to aim for the Dendra Platform to be available 24 hours a day, 7 days a week, 365 days a year with an uptime of 99.5%. However, availability of the Dendra Platform is subject to various factors outside of Dendra’s control and, accordingly, no minimum uptime is guaranteed.

3.4. Dendra shall comply with all applicable laws and regulations applicable to the provision of the Services and shall maintain, all necessary licences, consents and permissions necessary for the performance of its obligations under the Agreement.

4) Customer Obligations

4.1. The Customer shall meet all its responsibilities as set out in the Agreement including ensuring payment of all properly due and owing Fees by the due date.

4.2. The Customer shall be responsible for:

4.2.1. ensuring it has appropriate infrastructure to access and use the Dendra Platform;

4.2.2. ensuring that it and its’ Users use the Services in accordance with the Agreement and any other reasonable requirements notified from time-to-time;

4.2.3. any User’s breach of the Agreement; and

4.2.4. compliance with all applicable laws and regulations with respect to its activities under the Agreement.

4.3. Unless agreed otherwise by Dendra or required by law, the Services are intended for internal use by the Customer and its Affiliates, and the Customer may not allow anyone other than the Users to access the Services.

4.4. The Customer warrants that any individual executing any document on behalf of the Customer is properly authorised to do so and that all internal approvals that the Customer may require have been obtained prior to the Order Form being executed.

4.5. If the Customer fails to carry out all its responsibilities under the Agreement in the agreed manner Dendra may adjust any agreed timetable or delivery schedule as reasonably necessary.

5) Intellectual Property

5.1. Subject to the limited rights expressly granted hereunder, Dendra and its licensors reserve all of their rights, title and interest in and to the Services, including all of their related intellectual property rights. Without prejudice to the foregoing, Dendra, or its licensors as applicable, retains ownership of all rights, including all intellectual property rights, in relation to and of all data contained within the Dendra Platform at all times. Dendra grants to the Customer a limited, non-transferable, non-sublicensable licence for the Term as needed for the Customer and the Users to make use of the Services.

5.2. The Customer shall retain all rights in and ownership of the Customer Data and shall be solely responsible for the legality, reliability, integrity, accuracy, content and quality of the Customer Data supplied by Customer or Users to Dendra. The Customer grants to Dendra a perpetual, transferable, worldwide, sub-licensable licence to use the Customer Data within the Dendra Platform.

5.3. Dendra may, from time-to-time, collect and use aggregated data on how the Customer and Users use the Dendra Platform. Provided that such data is aggregated and anonymised, Dendra shall be entitled to use such data (both during the Term and after), to i) analyse, improve and enhance the Dendra Platform; and ii) to compile internal and external research and reports including for marketing purposes.

5.4. Should Dendra use Feedback in its products and services, or generally, then it shall be entitled to do so without obligation to credit or compensate the Customer or User(s) and shall own all right, title and interest, including all intellectual property rights in the Feedback.

6) Confidentiality

6.1. Each party shall hold the other’s Confidential Information in confidence and not disclose such Confidential Information to any third party (save for its Affiliates), unless required by law or necessary for the provision of the Services or use the other party’s Confidential Information for any purpose other than as allowed or contemplated under the Agreement. This confidentiality obligation shall apply for the Term and a period of 5 years thereafter.

6.2. Information shall not be considered to be Confidential Information where

i) it is or becomes publicly known other than through any act of omission of the receiving party;

ii) it was in the other party’s lawful possession prior to the disclosure;

iii) it is or was lawfully disclosed to the receiving party by a third party without restriction on disclosure; or iv) it is independently developed by the receiving party and can be demonstrated to have been so developed.

7) Liability

7.1. Nothing in the Agreement shall serve to exclude or limit either party’s liability for death or personal injury arising from negligence or for any fraudulent misrepresentation or for any other liability which cannot be excluded or limited by law.

7.2. Save in respect of any liability arising under clause 7.1 above, and excluding the Customer’s liability to pay the Fees, neither party’s total aggregate liability, whether in tort (including negligence or breach of statutory duty), misrepresentation or otherwise, under the Agreement shall exceed the level of the total Fees paid in respect of this Agreement to Dendra in the 12-month period immediately preceding the event giving rise to the claim.

7.3. Subject to clause 7.1 neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of data, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

7.4. Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

7.5. The parties agree that where the Customer Data contains data which relates to an identified or identifiable natural person then Dendra shall process such personal data in accordance with the applicable data protection laws which apply to Dendra, the Customer and/or the provision of the Services.

8) General

8.1. Dendra reserves the right to make improvements to the Services and/or the Dendra Platform and to make non-material modifications from time-to-time including the removal of outdated features and replacement with features with a similar or improved level of functionality.

8.2. No failure or delay by either party to exercise any right or remedy under the Agreement or under any law shall constitute a waiver of such right or remedy.

8.3. If any provision (or part of a provision) of these Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force and such provision shall apply with whatever modification required to give effect to the commercial intention of the parties.

8.4. The Agreement, and any documents referred to in it, constitute the whole agreement between the parties in relation to the provision of the Services.

8.5. Each of the parties acknowledges and agrees that in entering into the Agreement it does so as a business, and not as a partner or agent of the other, and that it does not rely on any undertaking, promise, assurance statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.

8.6. Neither party shall, without the prior written consent of the other party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Dendra may assign or sub-contract the Agreement to its Affiliates or as otherwise permitted in the Agreement.

8.7. Dendra may identify the Customer on Dendra’s website and other marketing materials as a customer of Dendra including use of the Customer’s logo provided that Dendra complies with any brand guidelines or other reasonable requirements notified by the Customer.

8.8. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

8.9. Any notice required to be given under the Agreement shall be in writing in the English language and shall be posted to the other party’s address stated in the Order Form or emailed to the other party’s primary contact. Such notice will be deemed delivered at the time at which it would have been delivered in the normal course of business.

8.10. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the domestic law of the Dendra entity named in the Order Form.

8.11. Each party irrevocably agrees that the domestic courts of the Dendra entity named in the Order Form shall have exclusive jurisdiction to settle any dispute or claim arising out this, or in connection with, the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Definitions

In these Terms of the Service, the below expressions shall have the following meanings:

Additional Services means the provision by Dendra of services other than access to the Dendra Platform as specified in an Order Form and related Schedules, including Scope of Work.

Additional Services Schedule means the schedule specific to Additional Services.

Affiliate means any entity, individual, firm, or corporation, which is directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with one of the parties.

Agreement means a set of terms which outline, define, and govern all of the rights and duties between the parties involved and which are contained in the Order Form and related Schedules, comprising Scope of Work (SOW), Commercial, Dendra Terms of Service, and Additional Services.

Confidential Information means any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any of its Affiliates, including Customer Data and including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customer, this Agreement or any other information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information under these Terms of Service.

Customer means either a Direct Customer or an End Customer.

Customer Data means the data provided by the Customer or any Users for the purpose of using the Services or facilitating the Customer’s use of the Services.

Direct Customer means the individual, corporate or other entity named in an Order Form which contracts directly with Dendra including in respect of payment of the Fees.

Dendra means the Dendra entity named in an Order Form as providing the Services.

Dendra Platform means access to and use of the platform provided by Dendra as specified in an Order Form and related Schedules, including Scope of Work.

End Customer means the individual, corporate or other entity named in an Order Form but which contracts with a Partner in respect of the payment of the Fees.

Effective Date means the date stated as the ‘Effective Date’ set out in the applicable Order Form. Feedback means any feedback or suggestions offered or sought from the Customer or the User(s) and shall not be considered to be either the Customer’s Confidential Information or Customer Data.

Fees means the fees set out in the Order Form and related Schedules payable by the Customer for the provision of the Services.

Initial Term means the period stated in the Order Form as the Initial Term. If no such period is stated then the Initial Term shall be 12 months from and including the Effective Date.

Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.

Form means the order form, or other agreed document, which sets out the details about the Services which are to be provided to the Customer and which has been executed by the parties, or in the case of an End Customer, may have been executed by the Partner.

Partner means the reseller of Dendra’s products and services with which the End Customer contracts for payment of the Fees.

Property means any tangible, physical resource, whether humanmade or of natural origin, that is located at a Site, including among others, land, buildings, infrastructure, utilities, vehicles, flora, fauna, and any other tangible assets that may be subject to legal rights, obligations, and interests.

Schedules means the Additional Services Schedule and any future schedules agreed between the parties.

Services means the services to be provided by Dendra comprising Dendra Platform and any Additional Services.

Site means a designated land area or location, identified for project implementation or service delivery.

SOW means the Scope of Work schedule which sets out the Dendra and Customer responsibilities in order to enable Dendra to deliver and the Customer to access the Services.

Term means the Initial Term plus any Renewal Term(s).

Users means those employees, agents and independent contractors of the Customer (or any entity associated with the Customer) who are authorized by the Customer to use or receive the benefit of the Services.

Website means https://www.dendra.io.

Additional Services

1) Background

1.1. This Additional Services Schedule applies to any Services set out in an Order Form and related Schedules, including Scope of Work, to be provided by Dendra other than a subscription to the Dendra Platform. Capitalised terms not defined in this Additional Services Schedule shall have the meanings defined in Dendra’s Terms of Service. Dendra may from time to time issue other documentation that provides information about the Additional Services, but such documentation is not contractually binding and is for information only. Dendra’s Terms of Service and this Additional Services Schedule only shall govern the provision of Additional Services by Dendra.

2) Site Preparation and Access

2.1. This clause applies where the Additional Services require access to specified land or premises (the ‘Site’).

2.2. The Customer acknowledges and accepts that the provision of the Additional Services involves an inherent risk of damage to unprotected property including i) windows; ii) greenhouses; iii) fences; iv) vehicles; v) livestock and pets; vi) flora and fauna; and vii) other property, (collectively and individually, ‘Property’).

2.3. The Customer shall be solely responsible for preparing the Site adequately including i) protecting or removing Property from the site in advance of the Additional Services commencing; ii) securing the site and preventing access to the site while the Additional Services are being provided; iii) ensuring the site is safe and secure for the Dendra personnel to be able to safely provide the Additional Services; and iv) any additional action reasonably requested by Dendra to prevent damage to Property and/or to enable Dendra to provide the Additional Services in a safe and secure manner. Dendra accepts no liability for any loss or damage to the Customer’s Property.

2.4. The Customer shall provide Dendra with the following in order to enable Dendra to provide the Additional Services:

2.4.1. all required approvals, notifications, permissions and authorisations (including from any required third parties) to enable Dendra to access and provide the Additional Services at the Site, in compliance with applicable laws, provided, however, that Dendra shall be responsible for obtaining and maintaining any necessary remote pilot licences and certifications that are required;

2.4.2. all Site plans and details including any specifically requested by Dendra;

2.4.3. copies of all relevant safety and security procedures including any keys and security codes which apply at the Site;

2.4.4. any specialist personal protection, safety or communications equipment as required to work on the Site;

2.4.5. polygons of the site in the format required by Dendra;

2.4.6. safe and unrestricted access to the Site staging areas, prior to and during the provision of the Additional Services;

2.4.7. a named and available specified Customer contract person, along with their full contact details;

2.4.8. mains power access, toilet facilities, secure storage and other accommodation as Dendra may reasonably request in order to provide the Additional Services;

2.4.9. all required off-road transportation to the staging areas; and

2.4.10. any other assistance reasonably requested by Dendra.

3) Information and Materials

3.1. The Customer shall provide all applicable information and/or materials it is required to in relation to the Additional Services at least six weeks prior to the intended commencement of the Additional Services, including:

3.1.1. clear instruction of the date upon which any planting will commence so as to integrate with the Customer’s, or any third party’s, plans;

3.1.2. seed stock sample (unless agreed otherwise with Dendra);

3.1.3. seed pre-treatment details that will have, or will, be carried out prior to hand-over to Dendra; a species list, corresponding to any provided seed stock or species planting requirements along with full details of the locations and weight of seed for planting of each species at the Site;

3.1.4. fertiliser or fungi brand, type and volume or weight per hectare, corresponding to any requirements along with full details of the locations for depositing of fertiliser at the Site;

3.1.5. all relevant Safety Data Sheets for the Site;

3.1.6. herbicide brand, type and volume or weight available, corresponding to any requirements along with full details of the locations for spraying of herbicide at the Site;

3.1.7. full data sheets on chemical and handling qualifications or requirements as per Site requirements; and

3.1.8. any other information and/or materials agreed between the parties to be provided or anything which is relevant or required to enable Dendra to safely and successfully complete the Additional Services.

4) General Provisions

4.1. The Customer shall ensure that its personnel, and those of any applicable third parties, provide reasonable support and assistance as requested by Dendra to enable the provision of the Additional Services.

4.2. The Customer is solely responsible for managing any third party it is using in relation to the Site or in relation to Dendra’s provision of the Additional Services and shall be responsible for any breach of the Agreement by such third-party or the third-party’s personnel.

4.3. The Customer may not use the Additional Services for any unlawful purpose.

4.4. The Customer is solely responsible for insuring the Site, the Property (including damage to either) and the provision of the Additional Services and shall, for the duration of the provision of the Additional Services plus a period of three years thereafter, maintain at its own expense adequate and comprehensive insurance with such policies covering Dendra and Dendra’s personnel in the provision of the Additional Services. The Customer shall provide evidence of such insurance coverage on Dendra’s request.

4.5. If the Customer fails to comply with any of its obligations under this Additional Services Schedule by any agreed or stated deadline, otherwise in a timely manner or at all, then Dendra shall be entitled to adjust any agreed timetable to reflect any delay caused by the Customer and to charge additional fees to cover any additional costs suffered by Dendra as a result.

4.6. Dendra shall not be responsible for, and reserves the right to vary any agreed timetable, in the event of any unforeseen circumstances, including but not limited to: i) bird strike; ii) animals on Site; iii) adverse weather conditions; iv) poor site access; v) greater than anticipated distance between staging areas; and vi) unusability of seed. Where the Customer bears responsibility for any of the foregoing arising then clause 4.5 shall apply.

4.7. Dendra shall be entitled to use subcontractors in the provision of the Additional Services provided that Dendra retains fully responsible for such subcontractors and their compliance with the provisions of the Agreement.