Consumer Terms of Sale
Thank you for choosing Luda. Please read these Terms and Conditions carefully.
Your purchase is from Luda.Farm AB, incorporated in Sweden – registered no. 556690-3950 with registered office at Krokslätts fabriker 30, 431 37 Mölndal or such other Luda legal entity detailed on your Order Confirmation.
1. Consumer Terms and Application
1.1 These terms and conditions govern the sale of Products and Services by Luda directly to you through Luda’s online store at www.luda.farm or through telephone orders only and are referred to as the “Consumer Terms”. The words “you” and “your” in these Consumer Terms mean you, being a individual or individuals purchasing Product(s) and/or Services from Luda for purposes which are outside your trade, business, craft or profession and with a United Kingdom address for delivery of those Product(s) and/or Services. Please note that Luda will not accept liability for any losses or damage incurred by any business, trade, craft or profession carried on by you or any other person using Product(s) and/or Services purchased under these Consumer Terms.
1.2 If you are purchasing Product(s) and/or Services for the purposes of your trade, business, craft or profession, please refer to Luda’s Commercial Terms of Sale to Business Customers.
1.3 If you are purchasing Product(s) and/or Services for in order to resell, please refer to Luda’s Terms and Conditions of Sale for Persons or Entities Purchasing to Resell.
1.4 If you are purchasing or have purchased Luda Product(s) or Services from a third party retailer or reseller, these Consumer Terms will not apply and you should refer to the terms and conditions of sale of the relevant retailer or reseller.
1.5 Other key definitions in these Consumer Terms are:
“Basic Warranty” means the basic or standard warranty or service plan provided by Luda in respect of any Luda Product as set out in clause 5;
“Contract” means the contract for the sale of Products and /or Services by Luda directly to you in accordance with these Consumer Terms;
“Luda’s Online Store” means Luda’s online store at www.luda.farm;
“Luda Product” means Luda branded Product;
“Luda Software” means software which is owned by Luda, and is available for purchase by you from Luda in accordance with these Consumer Terms and the applicable software licence terms;
“Description” means the descriptions of Luda Product(s) and/or Service offerings found at Luda’s Online Store;
“Extended Warranty” means the extended warranty or service plan(s) offered by Luda in respect of Luda Products and as detailed in the relevant Service Description;
“Intellectual Property” means any patents, registered and unregistered trade marks, registered and unregistered service marks, database rights, registered and unregistered designs and applications for all of the above, copyright, know-how, trade and business names, domain names, moral rights and any other similar protected rights in any country;
“Product(s)” means the hardware and software product(s) listed on Luda’s Online Store which Luda agrees to sell to you in accordance with these Consumer Terms;
“Services” means the services, listed on Luda’s Online Store available for purchase by you in accordance with these Consumer Terms;
“Third Party Product” means any Product which is not Luda branded and is available for purchase by you in accordance with these Consumer Terms;
“Third Party Software” means software that is not Luda Software that is available for purchase by you in accordance with these Consumer Terms and applicable software licence terms. The rights you have under these Consumer Terms are in addition to and do not affect the statutory rights and remedies you have under applicable consumer protection law. In the event of conflict between these Consumer Terms and applicable consumer protection law, your statutory rights under applicable consumer protection law shall prevail.
2. Order and Acceptance
2.1 You may place an order for Product(s) and/or Services directly with Luda either online or by telephone. The placing of an order by you represents your offer to buy subject to these Consumer Terms. Please note that the Contract between you and Luda is formed only when Luda accepts your order by issuing you with an Order Confirmation in writing.
2.2 Any Products and/or Services forming part of your order which are not detailed in Luda’s Order Confirmation do not form part of that Contract. If you notice any inaccuracies or errors in your Order Confirmation, you must contact Luda promptly upon receipt, and ideally immediately, so that Luda has an opportunity to correct any mistake or clarify any misunderstanding before commencing delivery/performance.
2.3 Luda may make minor changes to the specification of the Product you order if for example there is a scarcity of a particular component or for any other reasonable grounds notified to you. Any such minor change will be to at least an equivalent or better specification and will not adversely affect the material functionality or performance of the Product or performance of the Service. Any such change will be set out in your Order Confirmation. If you notify Luda of your acceptance of any such minor change to your order, or subsequently accept delivery of items listed in the Order Confirmation that are subject to a minor change, and use them (or unseal the Software delivered to you), this conduct will constitute acceptance by you of the minor changes in the order.
2.4 If Luda is unable to fulfil your order, Luda will notify you, and any payment received by Luda will be promptly returned.
3. Price and Payment
3.1 Luda requires payment in full prior to delivery/performance, and will suspend delivery and performance until full payment is received. The price to be paid by you will be set out in the Order Confirmation. Your method of payment will be as set out in the payment information on Luda’s Online Store.
3.2 In the unlikely event of any discrepancy between the price set out in the Order Confirmation, and the price stated on Luda’s Online Store or other advertising, you should contact Luda immediately.
3.3 For deliveries to countries outside the European Union, additional costs may arise which are beyond the Seller’s control. They shall be borne by the Client. Such costs are for example money transfer costs (transfer fees, exchange rate charges) or import charges or import taxes (for example customs duties).
4. Delivery, Ownership and Risk
4.1 The place of delivery and estimated delivery date of Product(s) and/or Services will be stated on the Order Confirmation. If the estimated delivery date cannot be met, then Luda will notify you with a revised estimated delivery date. If delivery is not made within 30 days from the original date of your order and you have not subsequently accepted delivery or agreed to a delivery date outside the 30 days, you may cancel your order without charge and obtain a full refund. This right is in addition to your “cooling off” rights set out in clause 8 below.
4.2 It is important that you examine the Product(s) carefully upon delivery. If you discover that anything listed in your Order Confirmation is missing, incorrect or damaged, you will promptly notify Luda in writing or by email. This will give Luda the opportunity to suggest an appropriate solution, which may include a price refund, replacement, or repair services.
4.3 Once Luda delivers Product(s) to you (or your representative) you will take on risk of damage to or loss of the Product(s).
4.4 Ownership of Product(s) will pass to you once Luda receives payment in full, or when Luda delivers the Product(s) to you (or your representative), whichever is later. That transfer of ownership of the Product does not mean that you own any Intellectual Property in the Products or Services you purchase from Luda. Ownership of such Intellectual Property remains with Luda and any applicable software licensors. If the Contract is terminated before that passing of ownership occurs, Luda may recover any Product(s) supplied to you and you agree to assist Luda in such circumstances.
5. Repair or Replacement – Luda Product Warranty
5.1 You have statutory rights in relation to the Products sold to you. For example, Products sold to you shall be of satisfactory quality and conform to their Product Description. Those rights are not affected by this Luda Product warranty.
5.2 Luda warrants that Luda Product shall: (i) conform to its Product Description, (ii) be free from material defects for a period of one year from date of delivery, and (iii) that Luda branded spare parts shall be free from defects for 90 days from the date of delivery or for the remainder of the applicable Services (Basic Warranty) or statutory warranty period, if longer. (iv) Consumables like batteries are excluded from the warranty.
5.3 Under the Basic Warranty, subject to clauses 5.3.1 – 5.3.4 inclusive and clause 5.4 below, Luda shall repair or replace the Luda Product if it develops a material fault in the period of one year from date of delivery, on condition that:
5.3.1 the Luda Product has only been subject to normal use in a domestic, non commercial, non research environment in a manner which is consistent with the specification, functionality and service standards described in the Luda Product Description,
5.3.2 reasonable care has been taken of the Luda Product, and it has only been subjected to reasonable wear and tear;
5.3.2 the fault has not been caused or contributed to by wilfully or negligently caused damage, or any accident, or being in environmental conditions harmful to the Luda Product, or by third party software or hardware, which has not been supplied by Luda, loaded onto or connected to the Luda Product;
5.3.4 the part which develops the fault has not been previously modified or repaired by any third party.
5.4 Luda’s obligation to repair or replace under clause 5.3 above does not apply to:
5.4.1 consumable components;
5.4.2 parts which are not critical to Product function, or
5.4.3 cosmetic features of the Product.
5.5 In relation to many Luda Products, you can purchase extended warranties from Luda which last beyond the Basic Warranty term.
5.6 Luda will repair Luda Product using parts which are new, or equivalent to new in accordance with industry standards and practice, and which will work for at least the remainder of the Basic Warranty period.
5.7 You will own all replacement Products and/or parts. Luda shall own any Product and/or parts that are replaced pursuant to Luda’s warranty, and, if requested by Luda to do so, you must return them to Luda. The costs of returning such removed parts or replaced Product(s) will be borne by Luda.
5.8 Luda will pass to you, to the extent that Luda is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of Third Party Product or Third Party Software. Without prejudice to your rights against Luda, Luda may therefore ask Third Party Product manufacturers and/or Third Party Software licensors to fulfil their obligations to you under such warranties and guarantees and seek to ensure that such manufacturers and/or licensors do so with reasonable skill and care and within a reasonable period.
6.1 Luda warrants that Services shall: (i) conform to their Service Descriptions, and (ii) be performed with reasonable skill and care during the applicable Service period. You must provide Luda with all reasonable information, cooperation and courtesy to enable Luda to provide Luda Services.
6.2 Luda may provide Services via internet or telephone as appropriate.
6.3 Unless otherwise stated, you shall be responsible for all telephone and postal charges in contacting Luda, except when returning Product(s) which are defective or damaged, or do not accord with the Order Confirmation.
7.1 Both Luda Software and Third Party Software are subject to software license agreements. These agreements are provided with the software media, or at Product start up, or when software is downloaded or activated.
7.2 In the absence of licence terms accompanying Luda Software, Luda grants you a non-exclusive, non-transferable license to access and use Luda Software for the duration of the Service period and/or the life of the Product as applicable. Software provided or made available to you by Luda in connection with the provision of Services may be used only during the term of the Services and solely as necessary for you to enjoy the benefit of the Services.
7.3 You must comply with the license conditions for any Luda Software and Third Party Software supplied to you, and you must not:
(i) copy or make a back up copy, adapt, licence or sublicense, sell, assign, or otherwise transfer or encumber the software; or
(ii) exceed any criteria stipulated in any Services Description and/or software licence agreement.
8. Cancellations, Cooling Off and Returns
8.1 Subject to this clause, you have the right to cancel your Contract as follows:-
o Products – you have the right to cancel and return the Product (Cooling Off Rights). That right is for 14 calendar days beginning on the later of the day after:- 1) the day you receive your Order Confirmation OR 2) the date of delivery;
o Services – you have Cooling Off Rights as above, beginning on the day after the day you receive your Order Confirmation. If you cancel your Services order within the 14 day cancellation period, but you requested Luda to begin providing the Services during this period, we will refund you pro-rata based on the Services that have been performed up until the date of receipt by Luda of your cancellation notice.
o Software – you have Cooling Off Rights as above, beginning on the day after the day you receive your Order Confirmation, save that you lose the right to cancel if the Software is delivered to you sealed and it is unsealed (electronically or otherwise). If you purchase Software made available to you via digital download, you lose the right to cancel if you download (including via automatic download) the Software during the 14 day cancellation period.
8.2 Your right to cancel under this clause 8 is in addition to your right to cancel in the event of non or delayed delivery.
8.3 To exercise your right to cancel, you must notify Luda in writing of your wish to cancel (you may use use the form support.luda.farm) and Luda will provide instructions for convenient return. You must return all cancelled Product(s) to Luda in original condition (you will be responsible for any damage) and within 14 calendar days of your cancellation notice, unless Luda provides a later collection date. Return freight costs will be payable by you. Luda will refund you the price (including standard delivery charge if applicable), less direct return freight costs it has paid on your behalf, as soon as possible and within 14 calendar days of receiving your cancellation notice. However, Luda may withhold payment of your refund pending receipt of the returned Product (in its original condition).
8.4 Once the Cooling Off Period has ended and unless Luda agrees otherwise, you do not have a right to return your order.
9. Export Control
Please note that Products, which may include technology and software, are subject to U.S. export laws as well as the laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, Product(s) may not be sold, leased, or transferred to restricted countries, restricted end-users, or for restricted end-uses. You specifically agree that Product(s) purchased from Luda will not to be used for activities related to weapons of mass destruction, including but not limited to, activities related to the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons. You agree that you will not sell, lease, or otherwise transfer Product(s) to end-users engaged in these activities. Luda will not provide warranty support or Service in respect of a Product which have been exported in violation of these provisions.
10. Intellectual Property Claims
10.1 Luda retains title to all Luda-owned Intellectual Property in Products and Services. You must notify Luda immediately of any infringing or unauthorised use of any Products and/or Services or Intellectual property in such Products and/or Services.
10.2 Subject to 10.3, Luda will be responsible and will reimburse you for all costs and liabilities you may incur arising from any claim that your use of Luda branded Product(s) or Luda Software infringes any third party Intellectual Property rights. Luda may recall and exchange or modify the infringing item or give you a refund (less depreciation) or require you to install replacement or modified Luda Software from appropriate delivery and/or transfer mechanisms such as CD or internet download for example.
10.3 Luda’s promise to reimburse your losses in the circumstances set out at 10.2 above does not apply if the claim arises due to:
10.3.1 use of any Third Party Product or Third Party Software or any other third party services and/or software;
10.3.2 unauthorised modification or use of Product(s), Services or Luda Software;
10.3.3 the use of Luda branded Product(s) or Services or Luda Software in conjunction with anything not supplied by Luda.
10.4 Luda may litigate, negotiate and settle claims described in clause 10.2 and you must provide reasonable assistance if requested to assist Luda, if litigation is directly related to Product(s) and/or Services supplied to you.
11. Assignment and Subcontracting
The Contract formed under these Consumer Terms is personal to you and you are not permitted to assign or transfer it to any other person without Luda’s prior written consent. Luda has the right to assign the Contract to any company or entity for business reasons.
12. Limitation of Luda’s Liability
12.1 The Products are supplied only for use in a domestic, non commercial, non research environment in a manner which is consistent with the specification, functionality and service standards described in the Product Description. Luda shall not be liable for losses relating to any business of yours, such as lost revenue, income or profits, lost data or business interruption.
12.2 You must take reasonable care of the Products and use them in accordance with user instructions/ product information supplied by Luda.
12.3 Neither you nor Luda shall be responsible for any losses suffered as a result of breach of this agreement by the other party, except to the extent that those losses are a foreseeable consequence of the breach. If any Product develops a fault, you should promptly notify Luda and seek its advice.
12.4 Neither you nor Luda will be liable for any delay or failure to perform its obligations under these Consumer Terms if such delay or failure is caused by an event or events beyond its reasonable control, such as for example and without limitation: third party strike action, terrorism, war, natural disasters, severe weather, unforeseeable manufacturing or transport disruption affecting suppliers.
12.5 Luda’s liability for breach of an agreement to provide you with Services, or arising from any failure to provide such Services with reasonable care and skill, shall not exceed the greater of:
– €5,000; or
– twice the value of the Products and Services sold or supplied to you under the Contract.
This limit will not apply to any liability of Luda to you for breach of an agreement to sell you Products, or for death or personal injury resulting from negligence.
13. Privacy and Data Protection
If you breach these Consumer Terms, and Luda takes no action, Luda will still be entitled to exercise its rights and remedies in respect of that breach at a later date, or in any other situation where you breach these Consumer Terms.
15. Amendments to these Consumer Terms
Luda’s standard terms and conditions of sale can be viewed on www.luda.farm. Luda will update these from time to time. Any future changes will not affect Contracts already concluded, unless the changes are required to be made and given retrospective effect by any law or government authority (in which case it will apply to Contracts if required to do so).
16. Law and Jurisdiction
The Contract is governed by Swedish law.
17. Other Key Consumer Terms Documentation
Product Descriptions, Basic Product Warranty and Services Descriptions and Luda Privacy Practices are located at www.luda.farm.
Commercial Terms of Sale
These terms, the “Agreement”, made between you (“you”) and Luda.Farm AB (“Luda”), govern your purchase and use of Products and Services from Luda.
The Products and Services are solely for your internal use. If you wish to resell Luda Products and Services, alternative reseller terms of sale, will apply.
“Affiliate” means a legal entity that is controlled by, controls, or is under common control with Luda or you respectively. Control means more than 50% of the voting power or ownership interests.
“Hardware” means hardware including all components embedded before shipping.
“Order Confirmation” means the written order confirmation issued by Luda when Luda accepts your order for Products and/or Services.
“Products” means Hardware, Software, or both.
“Services” means any and all services provided by (or on behalf of) Luda.
“Service Document” means any statement of work describing specific Services.
“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as related documentation, provided by Luda to you. Software includes software (1) provided by Luda and locally installed on Hardware or (2) made available by Luda and accessed by you through the internet or other remote means (such as websites, portals, and “cloud-based” solutions).
“Website” means any website owned by Luda, such as www.luda.farm including subdomains (support.luda.farm, my.luda.farm, etc.)
3. Duration of the Agreement
This Agreement will continue until all Services and applicable Hardware warranties have expired. Each Service will continue for the term stated in the Order Confirmation or, if no term is stated, the term, if any, stated in the Service Document. Any use beyond that term will be subject to the then-current Service Document.
You may place an order for Products and/or Services directly with Luda. A contract between you and Luda is formed only when Luda issues you with an Order Confirmation or otherwise accepts a purchase order issued by you on the basis of this Agreement.5. Prices, Payment and TaxesA. Prices. Prices for Products and/or Services shall be set out in the Order Confirmation or Service Document.B. Payment. Invoices shall be paid in advance or, by special agreement, within 10 days of the invoice date in the currency identified on the invoice. You must advise Luda in writing of a material error in the invoice within 5 days of the invoice date. In that event, (i) payment of amounts corrected by Luda shall be due within 10 days of correction, and (ii) all other amounts shall be paid by the invoice due date.
C. Taxes. All amounts due under the Agreement are exclusive of VAT. Luda will provide a valid VAT invoice. You are responsible to pay the VAT.
- Products, Services and SoftwareA. Performance. Luda shall provide (i) the Hardware in accordance with the Order Confirmation and (ii) the Services in accordance with the applicable Service Document.B. Title and Risk. Title and risk to the Hardware passes from Luda to you upon delivery.C. Suspension. Luda may suspend all or part of its obligations under this Agreement: –
(i) if required to do so under applicable law;
(ii) if Luda believes that you are involved in any fraudulent or illegal activities; or
(iii) if you are in breach of your payment obligations or other terms set out in this Agreement.
- Software. Luda shall be the exclusive owner of all right, title, and interest in and to software made available to You as part of the Website and the Services; including without limitation, any and all patents, copyrights, trademarks and service marks, trade dress, trade secrets, and all other proprietary rights of any kind whatsoever related to such software. Luda grant You a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to internally use such software solely to enable You to use the Services as provided by Luda during the Term, and (ii) such software shall be provided to you “as is, with all defects” and without warranty of any kind whatsoever, either expressed or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
- Exclusive Ownership. Luda are and shall be the exclusive owner of all right, title, and interest in and to any and all patents, copyrights, trademarks and service marks, trade dress, trade secrets, and all other proprietary rights of any kind whatsoever related to the Services. Luda are and shall be the exclusive owner of all right, title, and interest in and to the Website and the Services (including all software, materials, items, information, and content contained in or on the Website, or available through the use of the Website); including without limitation, any and all patents, copyrights, trademarks and service marks, trade dress and “look and feel,” trade secrets, and all other proprietary rights of any kind whatsoever related to the Website and the Services. Use of the Website and the Services does not in any respect whatsoever constitute a grant of any license or other right to use or exploit any of the proprietary rights related to the Website or the Services, except as expressly granted to You in this Agreement.
- Links. The Services may be linked to other websites on the Internet that are not under the control of or maintained by Luda. Additionally, other websites may contain links to the Website. Luda does not review or monitor the Websites linked to the Website and are not responsible for the contents of any other Websites. Any link established by Luda does not in any respect whatsoever constitute an endorsement of the other websites or create a relationship between Luda and the operators of other websites. You acknowledge that Luda provide these links to You only as a convenience, and that Luda are not responsible for the business practices, content, privacy policies or links displayed on such Websites or products and services offered through such sites to which You may be linked and Your access to these Websites is at Your own risk. Luda disclaims any liability with respect to Your use of any other website, and You release Luda from any liability related to Your use of any link to another website or Your use of any other website.
- Alerts. You understand and agree that any alerts provided to you through the Website and the Services may be delayed or prevented by a variety of factors. Luda will do its best to provide alerts in a timely manner with accurate information. However, Luda neither guarantees the delivery nor the accuracy of the content of any alert. You also agree that Luda shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by You or any third party in reliance on an alert.
- Availability and Modifications. Luda shall use commercially reasonable efforts to provide the Website and the Services 24 hours a day, 7 days a week. Notwithstanding the foregoing, Your ability to access or use the Website or the Services may from time to time be interrupted, limited, restricted, or prevented as a result of maintenance, upgrades and repairs, problems with the Internet, or the failure of telecommunications links or equipment. Luda shall have no liability for Your inability to use the Website. Luda may at any time modify the Website ; including without limitation, making modifications to appearance, functionality, presentation of data and information, manner of access or use, or the addition or deletion of information or links to other websites.
- Website And Services Use And Limitations
You shall not:
- Use the Website or Services for any property other than the Farm;
- Violate any applicable local, state, national or international statute, regulation, or law;
- Upload, post, use, or otherwise make available any materials, items, information or content (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, hateful, obscene, libelous, pornographic, invasive of another’s privacy, or otherwise objectionable;
- Modify, remove, or obscure any proprietary notices contained at the Website or in any screen images or screen captures printed by You;
- Reverse engineer, decipher, decompile, or disassemble any of the technology or software related to the Product, the Website, or the Services; and You shall not in any other manner attempt to access or learn the source code related to any software used with the Product, the Website, or the Services;
- Impersonate or use the identity of any other person or organization, or falsely state or otherwise misrepresent the Your affiliation with any other person or organization;
- Forge headers or otherwise disguise the origin of any Content;
- Engage in any activities or manipulate identifying material to misrepresent the origin of Content;
- Upload, post, use, or otherwise make available any Content that is subject to any disclosure restrictions;
- Upload, post, use, or otherwise make available any Content that infringes or otherwise violates any patent, copyright, trademark or service mark, trade secret, trade dress, or any other proprietary rights;
- Upload, post, use or otherwise make available any unsolicited or unauthorized advertising or promotional materials, including without limitation, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Upload, post, use or otherwise make available any Content that contains software viruses or any other corrupt computer code, files or programs that impair the use of any computer software, hardware, or telecommunications equipment;
- Disrupt or interfere with the security of, or otherwise cause harm to, the Website or the Services; systems resources; accounts; usernames and passwords; servers; or networks connected to or accessible through the Website, the Services, or any affiliated or linked sites;
- Interfere with or otherwise limit the use of the Website, the Services by other users or Luda customers; or collect, compile, or store personal or other information about other users of the Website, the Services, or Luda customers;
- Access or attempt to access Your Account or the Services by any means other than the interface provided by Luda;
- Reproduce, sell, trade, resell or otherwise commercially exploit any part of the Website or the Services;
- Use any robots, data mining, or similar data collection or extraction methods or technology in connection with the Website or the Services; or
- Use the Website or Services to provide services to any third party, or for commercial purposes, other than as expressly permitted by this Agreement.
- Non-GA Services. From time to time Luda may invite You to try, at no charge, Luda products or services that are not generally available to Luda customers (“Non-GA Services“). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, nonproduction or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA services are not considered “services” hereunder and are provided “as is” and without warranty of any kind whatsoever, either expressed or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Luda may discontinue Non-GA Services at any time in Luda sole discretion or may never make them generally available.
- Username and Password. You shall maintain the confidentiality of Your username and password and are fully responsible for all activities that occur in connection with such username and password. In the event the employment of Your employee who has access to the user name and password is terminated, the user name and password may be provided to the person who replaces such terminated employee. You agree to immediately notify Luda of any unauthorized use of Your username or password or any other breach of security. Luda shall have the right to require You to change Your username or password at any time. Luda shall not be liable for any loss or damage arising from Your failure to comply with the provisions of this Section, or arising from the use of Your username or password by another person or organization, either with or without Your knowledge or consent.
- L. Data in Your Account. The data and information related specifically and only to the Farm and provided to You through Your Account shall be referred to as the “Farm Data.” Luda shall treat the Farm Data as confidential information about You. Luda hereby grant You a perpetual, non-transferable, non-sublicensable, fully-paid license to internally use any and all of the Farm Data provided to You during the Term for the sole purpose of managing and maintaining the Farm. You may print screen images and screen captures from Your Account to archive and back-up a physical record of the Farm Data (the “Printed Materials”). In connection with the management and maintenance of the Farm, You may provide the Farm Data and copies of the Printed Materials to Your vendors, suppliers, and contractors who provide Farm management and maintenance services to You. You shall not provide or disclose any Farm Data to any persons or organizations that provide products or services that are competitive with Luda Services. The termination of this Agreement shall not affect the aforementioned license to use any of the Farm Data provided to You prior to the termination of this Agreement.
Except as specified in this Section, You may not reproduce, distribute, modify, display, perform, prepare derivative works of, adapt, re‑post, or otherwise use the (i) Farm Data or the Printed Materials, (ii) the Farm Account, or (iii) the Website or any portion of the Website.
M. Privacy. Luda shall be the exclusive owner of all the data and information provided to You through Your use of the Website; including without limitation, the Farm Data, and such data and information shall be Luda confidential information. Luda may use the Farm Data to do any or all of the following: (i) maintain and provide the Services to You (which may include providing the Farm Data to Luda dealers, distributors, vendors, suppliers, and contractors who assist Luda in providing or maintaining the Services); (ii) evaluate the performance the Services; (iii) test the Services; (iv) develop and implement changes to, and maintenance and support procedures for, the Services; and (v) develop and implement changes to, and maintenance and support procedures for, the technology, systems, and methods used to provide the Services.
In addition, Luda may use all or any portion of the Farm Data as part of data that is compiled or aggregated from multiple sources and does not identify You or the Farm (“Aggregated Data”). Luda are and shall be the exclusive owner of all right, title, and interest in and to Aggregated Data; including without limitation, and any and all patents, copyrights, trademarks and service marks, trade dress, trade secrets, and all other proprietary rights of any kind whatsoever related to Aggregated Data. Luda may use and distribute any Aggregated Data in any manner, format, or medium it chooses; including without limitation, any or all of the following: (i) conducting and publishing research and studies; (ii) development and testing of products and services; (iii) identifying and monitoring climate, soil, and environmental conditions and trends (local, regional or otherwise); (iv) evaluating and monitoring equipment, crop inputs, methods, and technology used in crop care; and (v) developing and distributing marketing and promotional materials for products and services.
The Farm Data is an asset of Luda and could also be transferred to any transferee of the portion of Luda business that is related to the Product and the Services.
- Publicity. Luda shall have the right to disclose that You are a customer of Luda who uses the Services.
Suggestions. Any and all comments, suggestions, and materials You send to Luda shall become Luda exclusive property; and You hereby transfer, sell, and assign to Luda all of its right, title, and interest in and to any such comments, suggestions, and materials, including without limitation, any and all related patents, copyrights, trademarks and service marks, trade dress and “look and feel,” trade secrets, and all other proprietary rights of any kind whatsoever.7. Your ObligationsA Your Authorisation for Provision of Services. You will ensure that Luda’s performance of the Services will not affect any third party manufacturer’s warranties. You authorise, and will have obtained all necessary permissions or consents to allow Luda to use or access any and all software, hardware, systems and data that you provide to us, or that you request Luda to use, or which may be necessary to perform the Services.
B Co-operation. You will provide all co-operation necessary for Luda and/or its agents to perform the Agreement including co-operating with any instructions provided by Luda.
C On-site Obligations. Where Services are provided on-site, you will provide Luda with free, safe and sufficient access to your facilities and environment, including working space, electricity, safety equipment, access to a computer and a local telephone line.
D Data back-up. You are solely responsible for completing regular back-ups of all data, software and programs on your systems, prior to and during the delivery of the Services.
8 Intellectual Property and Confidentiality
A Intellectual Property: All right, title, and interest in the intellectual property in the Hardware, and the methods and processes by which the Services are performed belong solely and exclusively to Luda, its suppliers or licensors. Luda grants you a non-exclusive, non-transferable, free of charge right to use the Services solely (i) in the country or countries in which you do business, (ii) for your internal use, and (iii) for you to enjoy the benefit of the Services as stated in this Agreement.
B Confidentiality: Information that is not generally known to the public, whether or not it is described as confidential or which, due to the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential (“Confidential Information”), may only be disclosed to the receiving party on a “need-to-know” basis. The receiving party shall keep the Confidential Information confidential and may not disclose it to any third party. The receiving party shall be liable to the disclosing party for disclosures by its personnel or advisors.
9. Quality of Products
A. Luda will provide the Services with reasonable care and skill (the “Services Warranty”).
B. Luda will provide the Hardware free from material defects for a period of 12 months from the date of the invoice (“Hardware Warranty”).
C. Luda will provide the Luda-branded spare parts free from defects for (i) 90 days from the date of delivery or (ii) for the remainder of the period of the Hardware Warranty if longer.
D. Consumables like batteries is not covered by the Hardware Warranty.
- The website and the services are provided to you “as is, with all faults” and without warranty of any kind whatsoever, either expressed or implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Luda expressly disclaims any and all representations and warranties concerning the services and the website, and the accuracy of the information and content available at the website.
Your use of, and any reliance upon, the services and the website, including, but not limited to, any data received from non-Luda applications, and advice is at your own risk. The services have not been independently verified or authenticated in whole or in part by Luda.
Luda expressly disclaims any representations and warranties that (i) the website or the services will operate in an error‑free or uninterrupted manner; (ii) the website and the online server that makes the website available are free of viruses or other harmful elements; (iii) the website or the services will satisfy your requirements; (iv) the results obtained from the use of the website or the services will be effective, accurate, or reliable; (v); Luda will prevent the unauthorized disclosure of, unauthorized use of, unauthorized access to, misappropriation of, loss of, or alteration of any data or information, including the Farm data; or (vi) any errors or defects in the website or the services will be corrected. Luda disclaims any representation or warranty that the use of the website or the services will satisfy, or enable you to satisfy, the requirements of any government agency, association, or other organization.
Nothing in this agreement or in any oral or written description of the website or the services shall constitute a representation or warranty with respect to the website or the services.
- All other warranties and other terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.
F. If the Hardware does not comply with the Hardware Warranty, you must notify Luda in writing within 7 days of the date you discovered, or ought to have discovered, the defect.
G. Luda shall either repair or replace the Hardware that does not comply with the Hardware Warranty. Luda may use new or reconditioned replacement parts in line with industry standards.
H. Where Hardware is replaced, you shall return it to Luda or you shall pay Luda the applicable prices for the replacement Hardware which shall be invoiced by Luda.
I. Luda shall re-perform those Services which do not comply with the Services Warranty.
J. The above warranties do not apply to:
(i) damage caused by alteration, repair, adjustment or installation by someone other than Luda;
(ii) damage caused due to accident, misuse or abuse;
(iii) damage caused due to Luda’s compliance with your written instructions;
(iv) damage caused due to normal wear and tear;
(v) damage caused due to use of parts and components not supplied or intended for use with the Products; or
(vi) products, software or services made, created or performed by a party other than Luda;
together the “Excluded Events”.10. Indemnification
A Indemnity from Luda. Luda shall indemnify you against any third party claim that the Hardware and/or Services (excluding third party Products) supplied by Luda infringe that third party’s intellectual property rights in the country in which Luda delivers the Hardware and/or Services (“Indemnified Claims”).
B Additional Remedies. If Luda receives prompt notice of an Indemnified Claim that, in Luda’s reasonable opinion, is likely to result in an adverse ruling, then Luda shall, at its discretion and as a sole and exclusive remedy, offer a reasonable resolution to the breach such as, but not limited to, obtaining a right for you to continue using such Hardware or Services, modifying such Hardware to make it non-infringing or replacing such Hardware. Luda shall have no obligation for any claim resulting or arising from any Excluded Events.
C Process. Luda’s duty to indemnify is dependent upon:-
(1) Luda receiving prompt written notice of the third party claim;
(2) Luda having sole control of the defence and resolution of such claim, and
(3) your cooperation with Luda in defending and resolving such claim.
D Indemnity from you. You shall indemnify Luda and its Affiliates against any third party claim arising out of:-
(1) your failure to obtain any appropriate license, rights, or other permissions associated with technology, software or data;
(2) your breach of Luda’s, its Affiliates’ or third parties’ intellectual property rights ;
(3) any inaccurate representation regarding the existence of an export license or any allegation made against Luda due to your violation or violation of applicable export laws, regulations, or orders; and
(4) any allegation made against, or loss to, Luda due to your violation or alleged violation of applicable anti-bribery or anti-corruption laws, regulations or orders.
11. Compliance with Laws
A Each party agrees to comply with all applicable laws and regulations.
B You acknowledge that the Products and Services provided under this Agreement, which may include technology, authentication and encryption, are subject to the customs and export control laws and regulations of the United States (“U.S.”); may be rendered or performed either in the U.S., in countries outside the U.S., or outside the borders of the country in which you or your systems are located; and may also be subject to the customs and export laws and regulations of the country in which the Products or Services are rendered or received. You also may be subject to import or re-export restrictions in the event you transfer the Products or Services from the country of delivery and you are responsible for complying with applicable restrictions.
A Either party may terminate this Agreement (i) if the other party commits a material breach which is not cured within 30 days of written notice or (ii) if the other party ceases, or threatens to cease, to carry on business or becomes insolvent.
B Upon termination of this Agreement, all rights and obligations under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.
13. Limitation of Liability
A Neither Luda nor you exclude or limit liability for (i) death or personal injury resulting from negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded by law.
B Neither Luda nor you shall be liable for (i) loss of profit, income or revenue; (ii) loss of use of your systems or networks; (iii) loss of goodwill or reputation; (iv) loss of, corruption of or damage to data, software or media; (v) recovery or reinstallation of data or programs; or (vi) special, indirect or consequential loss or damage.
C Neither party’s total liability to the other party, however arising out of or in connection with this Agreement, shall exceed 125% of the prices payable by you to Luda under this Agreement.
14. Data Privacy
A Each party shall comply with all laws and regulations that are applicable to that party in relation to the processing of personal data under this Agreement.
B You shall obtain all necessary rights, permissions and consents prior to disclosing any personal data to Luda.
C To the extent that Luda processes any personal data on your behalf, Luda shall (i) only process the personal data as required to fulfil its rights and obligations under this Agreement and/or in accordance with your written instructions; (ii) implement appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. You authorise Luda to make worldwide transfers, in the normal course of its business, of personal data to other entities, subcontractors and/or business partners.
D You agree that Luda can use any customer or transaction related without restriction for the purposes of providing, assessing and/or improving Products, Services or other offerings.
15. WEEE Compliance
Luda takes responsibility for compliance with the Waste Electrical and Electronic Equipment Directive 2002/96/EC (“WEEE”) as amended or superseded from time to time. You are responsible for returning products at your cost.
16. Additional Terms
A. Assignment and Subcontracting. Neither party may assign or transfer this Agreement without the prior written consent of the other party except that Luda may without your consent (i) assign to its affiliated companies and (ii) subcontract any or all of its obligations under this Agreement but shall remain liable to you for such obligations.
B. Excused Performance. Neither party shall be liable to the other for any delay or failure to perform any of its obligations caused by events beyond its reasonable control. If the delay lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed party.
C. Governing Law. This Agreement will be governed by Swedish law and the Swedish courts shall have exclusive jurisdiction.
D. Notices. Notice to Luda under this Agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including e-mail) as specified in writing, and will be effective upon receipt.
Luda.Farm AB, Krokslätts fabriker 30, 431 37 Mölndal, Sweden
E. Entire Agreement This Agreement is the entire agreement with respect to its subject matter and each party acknowledges that it has not relied on, and shall have no right or remedy in respect of any statement, representation or warranty other than as expressly set out in this Agreement.
F. Changes. Changes to this Agreement will be made only through a written amendment signed by both parties.
G. Severability. If any provision of this Agreement is found to be void or unenforceable, such provision will be removed or modified to the extent necessary to give effect to the commercial intention of the parties and to comply with the law, and the remainder of this Agreement will remain in full force.