Terms and Conditions of Trade

Last updated: 25.July 2023

The Terms is a cooperation agreement between Defendec OÜ (Supplier) and Customers´ use of the Reconeyez Services and consists of the following:

1. LEGAL FRAMEWORK
2. SALE OF PRODUCTS
3. INTEGRATION SERVICES
4. SURVEILLANCE SERVICES
5. PRICES AND PAYMENT
6. INTELLECTUAL PROPERTY RIGHTS
7. DATA PROCESSING AGREEMENT
8. TERM AND TERMINATION
9. LIABILITY
10. NOTICES AND COMMUNICATION
11. FINAL PROVISIONS

WHEREAS:

1. The Supplier is the manufacturer and supplier of different IoT products in the field of security and surveillance (the “Products”), which comprise of specially designed and patented hardware and software;
2. The Customer is a company providing security services to its clients as an independent contractor.

DETAILED TERMS

1. LEGAL FRAMEWORK
1.1 The Agreement is concluded for the purpose of setting out the terms and conditions for (i) selling Products to the Customer on the basis of separate Sales Agreements construed on the basis of Purchase Orders made by the Customer, (ii) providing Integration Services (if applicable), and (iii) providing Surveillance Services.
1.2 Where Customer is re-selling the Products to its clients, the Customer is acting as an independent contractor and any such agreement shall be concluded in the Customer’s own name and account. The Supplier shall not be a party to any sales or service agreements concluded between the Customer and its clients and the Supplier shall not be responsible for the performance of any obligations arising to the Customer out of or in connection with such agreements.
1.3 The Customer is not and may not create the impression of being an agent for or representative of the Supplier and does not have authority to enter into any undertakings or agreements whatsoever on behalf of the Supplier.
1.4 This Agreement does not create any exclusivity obligations, partnership or joint venture between the Parties.

2. SALE OF PRODUCTS
Product description
2.1 The Customer may order Products from the range of Products offered by the Supplier, as displayed in the price list (the “Price List”) made available by the Supplier, as may be amended from time to time in accordance with Section 5.1.
2.2 The Products shall be in accordance with the technical description provided on the Product’s data sheet. Data relating to the Products’ characteristics or technical specifications contained in marketing materials and/or similar documents are binding only to the extent, they are expressly referred to in a Sales Agreement.
2.3 All Products contain also a software element. Under each Sales Agreement the Supplier grants the Customer a worldwide fully paid up sub-licensable license for using the software in the Products for the intended purpose of the Products.
Submission of Purchase Orders
2.4 For ordering Products, the Customer shall send a Purchase Order to the Supplier’s representative, specifying the type, quantity and delivery location of the desired Products.
2.5 On the basis of the Purchase Order, the Supplier will provide a price quote to the Customer for the requested quantity of Products and the estimated delivery time and delivery clause, if it is different from the delivery clause specified in the Outlined Terms (the “Price Quote”).
2.6 If the Customer accepts the Price Quote, the Customer will notify the Supplier thereof within 7 calendar days from receiving the Price Quote. The Supplier then confirms the Customer’s Purchase Order by sending an order confirmation (“Order Confirmation”) to the Customer. If the Supplier does not issue an Order Confirmation to the Customer within 7 calendar days from receiving the Customer’s confirmation, the Customer’s Purchase Order is deemed declined and no obligations arise for the Supplier.
2.7 A Sales Agreement for the sale of Products listed in the Order Confirmation will be deemed concluded and become binding to the Parties from the moment the Supplier sends the Order Confirmation to the Customer. The individual terms of the Sales Agreement shall be determined on the basis of the Order Confirmation.
Delivery of Products and Title Transfer
2.8 Unless provided otherwise in the Price Quote, the Products shall be delivered to the Customer in accordance with the Incoterms 2020 delivery clause set out in the Outlined Terms.
2.9 The delivery costs will be borne by the Customer and will be added to the invoice as a separate item, unless provided otherwise in a Price Quote.
2.10 While the Supplier will use reasonable endeavours to adhere to any agreed delivery date, the time of delivery of the Products shall not be of the essence. The Supplier shall not be liable to the Customer in damages or otherwise for any delay in delivery of the Products howsoever arising, except where the delay is caused due to the Supplier’s intent or gross negligence.
2.11 All Products are sold with a “retention of title” clause, i.e. title to the Products will pass to the Customer upon full payment of the Purchase Price.
Notification of defects
2.12 The Customer is obliged to inspect the Products immediately in every aspect after receiving possession of the Products. The Customer will abstain from installation of the Products before the inspection of the Products.
2.13 If the Customer discovers any defects in the Products (including any defects covered by warranty), the Customer must notify the Supplier thereof by e-mail within 14 calendar days from discovering the defect and in any event before the expiry of the warranty period, specifying in detail the nature and characteristics of the defect and claim(s) of the Customer (incl. photos of the defects, where applicable) in relation to the defect.
Use, installation and maintenance of Products
2.14 The Customer shall install the Products in accordance with all instructions and manuals provided by the Supplier as well as any other requirements in relation to the Product. The Customer shall procure compliance with local norms and best practices. It shall be solely for the Customer to ensure that the camera angles of the Products are satisfactory and that any specifics of the local environment and outside forces (weather conditions, etc) are sufficiently considered and mitigated.
2.15 Upon the Customer’s request the Supplier shall organise, at its convenience, a one-time training for the Customer on the installation of the Products. The training may be carried out by any person designated by the Supplier. At the Customer’s request the Supplier shall activate all installed Products by connecting them to the Platform. Upon agreement of the Parties the Supplier may organise in lieu of the training a comprehensive technical onboarding.
2.16 The Products may only be used for their intended purpose and are duly operable only if regular maintenance (including battery changes) is provided to all installed Products in accordance with the Supplier’s manuals.
2.17 The Supplier is not responsible for defects in the Products or for errors in providing the Surveillance Services, which are attributable to the non-compliance with any instructions on installation, use and/or maintenance of the Products.
Warranty
2.18 The Supplier provides a 2-year warranty for the Products starting from the delivery of the Products to the Customer (the warranty period). The warranty is limited to the repairing or replacement of defective Products free of charge, the choice being at the sole discretion of the Supplier. The warranty applies only if the Products have been installed and used in accordance with the Supplier’s manuals.
2.19 The warranty does not cover any defects or damages: (i) that are caused by the normal wear and tear of the Products, (ii) if the defect is caused by the lack of maintenance, misuse, mishandling or dismantlement of the Product, (iii) due to any alterations or modifications made to the Product. The Supplier is not liable for any defects which are discovered or notified to the Supplier after expiry of the warranty period.
2.20 The Supplier shall have no further liability for defective Products than the warranty provided under Section 2.18 and the Customer’s remedies in case of a defective Product are limited to either replacement or repairing the Product under warranty.

3. INTEGRATION SERVICES
3.1 If according to the Outlined Terms the Supplier has undertaken to provide Integration Services, the following provisions shall apply:
3.1.1 Subject to the payment of the Integration Fee, the Supplier undertakes to create an integration between the Customer’s system and the Platform.
3.1.2 The Supplier shall provide Integration Services on the express basis that the Customer is using the security software set out in the Outlined Terms in standard factory configuration (i.e. in a configuration that has not been altered). If prior or during the provision of Integration Services it occurs that the Customer’s software does not correspond to this Section, the Supplier has the right to either increase the Integration Fee to an appropriate amount or terminate the provision of Integration Services.
3.1.3 The Customer understands that any changes made to the Customer’s software (including software updates made available or implemented by third party software licensors) may affect or inhibit the due provision of the Surveillance Services by the Supplier. Therefore, if the Customer or any third party software licensor wishes to make any changes or updates to the Customer’s system or software, the Customer undertakes to notify the Supplier thereof at least one week in advance. The Supplier shall then create a new integration between the Customer’s system and the Platform, subject to the payment of an additional fee. If the Customer fails to duly notify the Supplier of any contemplated changes or updates to its system of software, the Supplier shall not be liable for any delays, disconnections, loss of data or other errors in providing the Surveillance Services.
3.1.4 Notwithstanding the above, although the Supplier shall employ its best knowledge and efforts in providing the Integration Services, the Customer acknowledges that the intended functioning of the integration is easily affected by the operating conditions of the Customer’s own system (including any updates to the Customer’s system after the execution of the integration), for which the Supplier is not responsible. The Supplier shall only be liable for any damages arising from the provision of Integration Services, if the Supplier violates its obligations arising from the Integration Services intentionally or due to gross negligence.
3.2 If according to the Outlined Terms the Supplier does not provide Integration Services, the Customer undertakes to integrate the Platform to its system. In such case the Supplier shall not be liable for any interruptions, errors or connectivity issues between the Platform and the Customer’s system (including whether any Signals, as defined below, can be transmitted to or received by the Customer’s system).

4. SURVEILLANCE SERVICES
4.1 Under Surveillance Services the Supplier undertakes to (i) monitor and analyse the data transferred to the Platform via the installed Products, and (ii) send an automatic alarm signal (“Signal”) to the Customer, if the analysed data contains a potential security threat (see Section 4.2).
4.2 As part of the Surveillance Services the Supplier shall create a user account for the Customer and provide the Customer with the relevant login credentials to enable the Customer access its user account on the Platform. Upon first accessing the Platform the Customer shall select a suitable category of alarms for each site the Products are installed on. Each category provides a list of objects and/or events, which are determined to be a potential security threat and upon the appearance through the activated Products a Signal shall be sent to the Customer’s system.
4.3 The Customer may share its login credentials to the Platform with its customers at its own risk and discretion. In any event, the Customer shall remain responsible for any unauthorised access to the Platform through the Customer’s login credentials.
4.4 The Supplier’s obligation to send a Signal set out in this Section shall be deemed duly completed from the moment when a confirmation is received from the Customer’s system that the Signal has been received. It shall be solely for the Customer to ensure that the arrival of Signals on the Customer’s system is constantly monitored in order to react to the Signals with appropriate urgency.
4.5 The provision of Surveillance Services requires that the installed Products are connected to a mobile communication network provided by a respective local service provider. Any interruptions in the operation or functioning of the Products, that is caused by interruptions in the availability of the GSM network, shall not be deemed a breach of the provision of Surveillance Services nor a breach of this Agreement.
4.6 All data collected through the activated Products shall be stored on the Platform for 30 days, upon expiry of which the data will be deleted.
4.7 If agreed so in the Outlined Terms, the Parties may specify the details of the Surveillance Service in the Service Level Agreement.

5. PRICES AND PAYMENT
5.1 The purchase prices for the Products (the “Purchase Price”) are set out in the Price List. The Supplier has the right to make changes to the Price List (including to add or remove certain Products and/or change the Purchase Prices) at any time by making the updated Price List available to the Customer.
5.2 For providing the Integration Services (if applicable), the Customer undertakes to pay the Supplier the Integration Fee in the amount set out in the Outlined Terms.
5.3 For providing the Surveillance Services the Customer undertakes to pay the Supplier a monthly fee per each activated Product in the amount set out in the Outlined Terms (the “Surveillance Fee”). Monthly fee invoices are provided via billing platform Invoiced (www.invoiced.com). Billing platform allows Customer to set and change information related to billing.
5.4 Where applicable, VAT or a similar sales tax will be added to the price.
5.5 All payments shall be made on the basis of invoices submitted in accordance with the Outlined Terms, in the currency indicated on the invoice, by transfer to the bank account referred to by the Supplier on the invoice. A payment is considered to be made, when the due amount is credited in full onto the Supplier’s bank account.
5.6 In the event of any delay in payments, the Supplier is entitled to:
5.6.1 claim interest on late payments in the amount of 0.5% of the delayed amount per each day in delay; and/or
5.6.2 withhold the delivery of any further Products (without incurring any liability under any Sales Agreement) and/or suspend the provision of Surveillance Services until the outstanding invoices are settled; and/or
5.6.3 terminate the Agreement in accordance with the second sentence of Section 8.2, if the delay in payment exceeds 14 calendar days.
5.6.4 Use UI and email channel to send notices about unpaid invoices;
5.6.5 Suspend the Services until all overdue invoices paid.
5.7 All payments made by the Customer are considered made in the following order: first interest on late payments and then the purchase price.

6. INTELLECTUAL PROPERTY RIGHTS
6.1 All intellectual property rights regarding the Products (and its software), the Platform and any materials, manuals or other documents provided by the Supplier during the performance of the Agreement belong to the Supplier (or a company belonging in the same corporate group as the Supplier). Nothing herein may be construed as a transfer of any intellectual property rights to the Customer or to any third party. The Customer shall not copy, modify, adapt, reverse-engineer or decompile the Products or the Platform.
6.2 The Supplier is not providing any warranties, guarantees or representations regarding the quality of the Platform, including regarding the absence of apparent or hidden defects, fitness for ordinary or particular (special) purpose.
6.3 The Supplier grants the Customer a limited license for accessing and using the Platform in accordance with Section 4 during the term of the Agreement. The fee for the license is included in the amount of the Surveillance Fee. The Customer may grant its clients a sub-license for accessing the Platform in the scope set out in Section 4.3.

7. DATA PROCESSING AGREEMENT
7.1 In the course of provision of the Services, the Supplier may process personal data for the Customer. This section covers the data processing agreement between the Parties.
7.2 The terms used in the section are used in the meaning given to them in Article 4 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter the GDPR), unless otherwise defined in this Agreement.
7.3 In the context of Article 28 of the GDPR, the Customer is the data controller of the personal data transferred or made available to the Supplier for and in the course of the provision of the Services and the Supplier is the data processor.
7.4 The Customer shall ensure that it has a valid legal basis for making personal data under this Agreement accessible and available for the Supplier. Where appropriate and required under the applicable law, the Customer shall obtain a valid consents from the involved data subjects or have other valid legal basis for data processing under the GDPR. The Customer shall ensure and be responsible that the Customer complies with all requirements applicable to the data controller under the GDPR and other applicable laws. This includes, but is not limited to, the requirement to have in place appropriate privacy notice, requirement to inform data subjects about video surveillance with notification signs pursuant to the applicable law, etc.
7.5 The Supplier shall process personal data only in accordance with the applicable law, this Agreement and in accordance with the documented instructions of the Customer. If the applicable law prohibits the Supplier from performing certain data processing operations requested by the Contractor, the Supplier shall proceed from the applicable law and notify the Customer about reason the non-performance.
7.6 In the course of provision of the Services, the Supplier may process following categories of personal data for the Customer: a full image from the surveillance camera(s) installed at the customer’s facility, which may contain an image of the persons present at the facility, information about the movements of persons, etc.
7.7 In the course of provision of the Services, the Supplier may perform following data processing operations for the Customer: video and picture recording analytics in the event of an alarm (alarm registration and detection of false alarms), video recording analytics in other cases when it is necessary for the provision of Services, video recording retention in the servers of the Supplier, video recording transmission to the Customer and other persons authorized by the Customer.
7.8 The Supplier shall ensure that persons authorised to process the personal data on behalf of the Supplier (such as employees or other personnel of the Supplier) have committed themselves to confidentiality.
7.9 The Supplier shall ensure the security of personal data processing for the purposes of protecting personal data from accidental or unauthorised processing, disclosure or destruction as required pursuant to the GDPR Article 32. The Supplier retains the personal data processed for the Customer (including video recordings) in the cloud servers;
7.10 The Supplier shall assist the Customer in ensuring compliance with the obligations pursuant to the GDPR Articles 32 to 36 taking into account the nature of processing and the information available to the Supplier.
7.11 The Supplier shall retain the video recordings recorded for the Customer for 30 days. After this period the Supplier shall delete the video recordings. Supplier has right to bill Customer for longer period recordings saved in Supplier system.
7.12 The Supplier undertakes to delete all the personal data processed on behalf of the Customer 30 days after the end of the provision of the Services and after the end of the Agreement unless the applicable law requires storage of the personal data for longer period.
7.13 By this Agreement, the Customer grants to the Supplier general authorization to use sub-processors for personal data processing, as deemed necessary by the Supplier. The Supplier ensures that the same data protection obligations as set out in this Section and in the applicable law are imposed on the sub-processor engaged by the Supplier by way of a contract concluded between the Supplier and the sub-processor engaged by the Supplier. The Supplier shall remain fully liable to the Customer for the performance of data processing related obligations by the sub-processor.
7.14 The Supplier shall not transfer personal data outside the European Economic Area (EEA), unless this permitted under this clause. The Contractor allows the Supplier to transfer personal data outside the EEA, including involving sub-processors located outside the EEA, if the transfer is made on the basis of the adequacy decision by the European Commission or if the Supplier has adopted other appropriate safeguards as required by the Chapter V of the GDPR (e.g. standard contractual clauses adopted by the European Commission). The Customer may request from the Supplier information about the countries to which personal data is transferred, and about the adopted safeguards. In the event that any of the implemented measures prove to be insufficient to meet the requirements arising from this applicable law (Chapter V of the GDPR in particular) for the transfer of personal data outside the EEA to be lawful, the Supplier will make reasonable efforts to implement a data transfer mechanism that meets the requirements of the applicable law (Chapter V of the GDPR in particular) or shall terminate such data transfer.
7.15 The Customer has the right to audit the activity of the Supplier with regard to the performance data processing requirements or authorise an auditor appointed by the Customer to carry out the respective audit or check. The Supplier shall make available to the Customer, or an auditor appointed by the Customer all information that is required for auditing the performance of the data processing requirements. The Customer shall notify the Supplier of the wish to perform the audit reasonably and not less than 30 days in advance. The Customer or an auditor appointed by the Customer shall carry out the audit during regular working hours and so that the audit interferes with the regular business activities of the Supplier as little as possible. All costs related to the audit shall be payable by the Customer.

8. TERM AND TERMINATION
8.1 This Agreement is concluded without term.
8.2 Either Party may terminate the Agreement at any time without cause by notifying the other Party thereof at least 30 days in advance. The notice period does not need to be observed, if a Party is in significant breach of this Agreement and has not remedied the breach within 14 days from receiving the respective notice from the other Party.
8.3 Termination of this Agreement shall automatically also terminate the Supplier’s obligation to provide Surveillance Services and Integration Services. The termination of this Agreement does not affect the validity of any Sales Agreements concluded hereunder nor any services provided, or the fees paid for such services under this Agreement.
8.4 Upon termination of the Agreement the Supplier shall take the following actions:
8.4.1 terminate the Customer’s access to the Platform, including to any images or other data that may be stored on the Platform in relation to the Customer. The Supplier shall delete all such data and images in accordance with Section 4.6 above.
8.4.2 terminate the integration between the Platform and the Customer’s system.

9. LIABILITY
9.1 The Supplier does not bear any liability for any damages to the Products, the Customer, the Customer’s clients (including, but not limited to any damages to or loss of property) and/or any third persons, that relate to the following:
9.1.1 installation of the Products (including unsatisfactory camera angle or insufficient fastening of the Products);
9.1.2 impacts or damages to the Products or their camera angle caused by weather conditions, forces of nature, birds or animals, third persons (including removing or covering up the camera of the Products);
9.1.3 any interruptions in the availability of the mobile communication network.
9.2 The Supplier’s liability for any claims arising from the provision of Integration Services (if applicable) shall in any event be limited to one year.
9.3 The Supplier’s liability for any claims relating to the defects in Products is limited to the warranty under Section 2.19 above.
9.4 The Supplier shall not be liable for any indirect damages and loss of profit. In any event, the Supplier’s maximum aggregate liability towards the Customer under this Agreement shall be limited to the Purchase Price of all Products ordered during the six months immediately preceding the date on which the Supplier’s liability arose.
9.5 The limitations of the Supplier’s liability shall not be applied, if the damage is caused by the intent or gross negligence of the Supplier or in cases of personal injury or death.

10. NOTICES AND COMMUNICATION
10.1 Unless specified otherwise in the Agreement any notice or other communication under this Agreement has to be in a form reproduceable in writing and must be sent to the e-mail address specified in the beginning of the Agreement. A notice required to be made in writing must be (i) hand-signed and delivered personally by hand or sent by registered mail to the address specified in in the beginning of the Agreement or (ii) electronically signed and sent to the e-mail address specified in the beginning of the Agreement.
10.2 A notice or communication made in accordance with Section 9.1 shall be deemed received as follows: (i) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours means 9.00am to 6.00pm Monday to Friday on a day that is not a public holiday in the place of receipt); (ii) if delivered by hand (including courier delivery), at the time of delivery; (iii) if sent by registered mail, on the 4th day after posting.

11. FINAL PROVISIONS
11.1 If any provision of this Agreement is invalid or unenforceable the Parties shall make their best efforts to replace such provision to achieve the effect closest to the original provision.
11.2 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior declarations of intent, agreements and other communication (including any implied or referenced terms and conditions of the Customer) between the Parties with respect to the subject matter hereof (merger clause).
11.3 This Agreement, its content and any information regarding the other Party obtained during the preparation or performance of this Agreement that the Party had not obtained without entry into this Agreement are confidential. Confidential information may not be disclosed to any third parties except upon prior written consent of the other Party or if such disclosure is required under law. Disclosure of confidential information to Party’s credit institution, auditor or professional adviser is not a breach of the confidentiality undertaking if the disclosing Party procures that the recipient is bound by a duty of confidentiality and will not disclose the information to third parties.
11.4 References to words “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.
11.5 No amendment to this Agreement will be valid unless made in the same form as the original Agreement.
11.6 This Agreement and any rights or claims arising out of or in connection with this Agreement (including any non-contractual claims) shall be governed by the substantive law of Estonia without giving effect to any conflicts of law rules.
11.7 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in the Arbitration Court of the Chamber of Commerce and Industry of Estonia in accordance with its rules. The arbitral tribunal shall be composed of a sole arbitrator. The seat of arbitration shall be Tallinn. The language of the arbitration shall be English.
11.8 This Agreement is deemed concluded when signed by all Parties. This Agreement is deemed concluded on the date hereof irrespective of the time of individual signatures.