Commercial Terms of Sale

Commercial Terms of Sale

1. Introduction
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.

2. Definitions

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.

  1. Ordering
    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 Taxes

    A. 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.

  2. 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.

  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Website And Services Use And Limitations

You shall not:

  1. Use the Website or Services for any property other than the Farm;
  2. Violate any applicable local, state, national or international statute, regulation, or law;
  3. 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;
  4. Modify, remove, or obscure any proprietary notices contained at the Website or in any screen images or screen captures printed by You;
  5. 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;
  6. 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;
  7. Forge headers or otherwise disguise the origin of any Content;
  8. Engage in any activities or manipulate identifying material to misrepresent the origin of Content;
  9. Upload, post, use, or otherwise make available any Content that is subject to any disclosure restrictions;
  10. 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;
  11. 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;
  12. 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;
  13. 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;
  14. 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;
  15. Access or attempt to access Your Account or the Services by any means other than the interface provided by Luda;
  16. Reproduce, sell, trade, resell or otherwise commercially exploit any part of the Website or the Services;
  17. Use any robots, data mining, or similar data collection or extraction methods or technology in connection with the Website or the Services; or
  18. Use the Website or Services to provide services to any third party, or for commercial purposes, other than as expressly permitted by this Agreement.
  19. 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.
  20. 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.
  21. 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.

  1. Publicity. Luda shall have the right to disclose that You are a customer of Luda who uses the Services.
  2. 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 Obligations

    A 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

WARRANTIES

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.

  1. 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.

  1. All other warranties and other terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.

    NOTIFICATION
    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.

    REMEDIES
    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.

12. Termination
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.