SMARTBELLS AS

1.Application

These terms and conditions apply to the delivery and use of products and services provided by Smartbells AS (registered in the Norwegian Business Registry with no. 922 372 861, hereinafter “Smartbells”). Smartbells offers tracking devices and services mainly used for livestock tracking. The products and services are herein jointly referred to as the “Deliverables” if not otherwise specifically stated.

By purchasing Smartbells’s products and using Smartbells’s services, you (the “Customer”) agree to the terms and conditions set out herein.

These terms and the order confirmation provided by Smartbells constitute the full agreement between Smartbells and the Customer. Any deviations from the aforementioned documents needs to be specifically agreed in writing between Smartbells and the Customer to be valid and binding.

2. Orders

Smartbells reserves a unilateral right to reject or limit any orders. Only upon Smartbells issuing an order confirmation to the Customer for a specific order of products and services shall an order be considered as accepted by Smartbells.

In the event that an order is materially limited or otherwise altered by Smartbells (such amendments will be visible in the order confirmation), the Customer shall be entitled to cancel the order.

3. Product information – user manuals and instructions

All product information, materials, catalogs etc. can be changed or amended without notice to the Customer. However, this does not apply to orders that have already been confirmed, see section 2.

All use of the Deliverables must comply with the guidelines for use as provided by Smartbells at www.Smartbjella.no/guidelines and are subject to change. The Customer will be responsible for conferring the applicable user instructions and guidelines before use.

4. API integration

Smartbells API integration services are also available.

The integration will provide information from Smartbells service layers level, such as:

  • GPS position
  • Geofences
  • Notifications
  • Reporting
  • Device Settings

Any data coming from and/or any integration with Smartbells infrastructure, should be previously reviewed and agreed with Smartbells resulting into an agreement between Smartbells and the customer or partner. Any application or data treatment not considered in that agreement is not allowed.

Smartbells may: (a) make new features or functionality available (b) add new services. Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

In the agreement between Smartbells and the customer or partner the following points would be defined:

  • Parties relationship
  • Privacy and personal information
  • License Requirements & Restrictions
  • License provision
  • Pricing and payment terms
  • Agreement termination terms
  • Exclusion of guarantees
  • Limitations of liability
  • Indemnities

5. Delivery / cancellation etc

All orders for products that are immediately available in Smartbells inventory at the time Smartbells provides an order confirmation will be effectuated and dispatched as soon as practicable.

Estimated delivery time but shall be considered as tentative and will be subject to possible delays unless otherwise specified.

Unless otherwise specifically agreed in writing, the risk of damage, loss and title to the ordered products shall pass to the Customer as soon as the products are delivered to the Customer, or at such time when products are made available to the Customer. The order and goods shall be considered as delivered at the earliest of such times.

Access to the Smartbells services will be established no later than upon receipt of the Smartbells hardware.

The Customer has the right to return your purchases to Smartbells AS within the following 14 days after you received the product and/or service. Details about refund procedures are included at www.Smartbjella.no/returns.

6. Payment

The Customer shall pay to Smartbells remuneration for the ordered products and services as stated in the order confirmation, and on payment terms stated therein.

In the event that Smartbells (or any of its partners or representatives) are the cause of significant typographical errors related to the prices of Smartbells products in advertisements and the like, general presentations or in the online store, Smartbells can unilaterally reject or limit orders for products at erroneous prices, provided that the error entails a price difference of 15 % or greater compared to Smartbells normal prices and that Smartbells exercises such right within reasonable time after such error is discovered.

Unless otherwise is agreed in writing, payment terms for the Smartbells Deliverables shall be paid through the payment options available at www.smartbjella.no. Remuneration for access to the Smartbells services is invoiced in advance for one year at a time. Any other services are invoiced as they are ordered, unless otherwise is agreed.

Fees for access to the services may be adjusted for the first time at the end of the term specified in the agreement or order confirmation, provided that such adjustment is notified by Smartbells at least 30 days before the end of the term. For agreements without a specified term, the rates can be adjusted with 30 days’ notice. In the event of substantial increases in the fees, the Customer shall have the right to terminate the agreement with immediate effect.

In the event of the Customer’s default of payment, the Customer shall pay penalty interest in accordance with the Act on Interest on Delayed Payment 1976 (9,25 % p.a. pr. November 2019).

In the event that the Customer defaults , Smartbells reserves the right to require advance payment or payment up front for subsequent orders from the Customer. In the event of default payment, Smartbells further reserves the right to revoke access to the Smartbells services and deactivate any device associated with the services.

Smartbells shall retain a security interest in the products ordered by the Customer until the Customer has made final payment to Smartbells.

7. Defects

In the event of defects in the products that existed at the time of delivery, and which are not caused by the Customer or circumstances on the Customer’s part, Smartbells reserves the right to, at its own expense, rectify the defect or to re-deliver the defective products. The Customer cannot assert any claims or remedies related to errors, discrepancies or defects that are resulted from misuse, neglect, lack of maintenance or proper care of the products. The same will apply if such errors, discrepancies, or defects are resulted from a breach of instructions provided by Smartbells for use of the Deliverables.

Any product warranties or guarantees, limited or otherwise, shall be expressly granted to the Customer by Smartbells to be valid and applicable. Applicable warranty provisions are referenced in the Order Confirmation and available at www.Smartbjella.no/warranty.

In the event that Smartbells exercises its right to rectify or re-deliver as set out above, the Customer cannot assert any further claims or remedies related to the relevant defects.

The Customer shall notify Smartbells in writing of any defects, quantity shortages or incorrect deliveries within 8 days after the date of delivery of the products. Failure to provide Smartbells with such notice shall be deemed as a waiver of any claims or remedies available to the Customer related to any defects, quantity shortages or incorrect deliveries, irrespective of applicable law or warranties.

8. Terms of use, etc.

The Customer is granted the right to use the Smartbells services for the term of the service as specified by Smartbells as from the time the installation is completed.

Smartbells reserves the right to carry out scheduled maintenance and necessary error corrections, which may cause the service to be limited in functionality and / or unavailable for limited periods of time. The Customer understands that errors / deficiencies can occur, and the Customer shall not be entitled to any kind of financial compensation, remedies or otherwise if error correction is initiated within a reasonable time after Smartbells has become aware of the error, or the error is caused by circumstances outside of Smartbells control.

The Customer carries all risks related to the installation of equipment, programs and documentation. If such is lost or damaged, the Customer will be liable for expenses with respect to repairs or replacements.

If the services require Smartbells to provide infrastructure, then this agreement shall apply to the address for which such service is ordered.

9. Breach of contract / limitation of liability

In the event of a breach of contract or default of obligations, the breaching party shall remedy such breach or default as soon as reasonably possible. In the event that the breach or default cannot be remedied within such time, the breaching party shall give written notice thereof to the other party. Such notification shall indicate the cause, and as far as reasonably possible, indicate when proper performance can be resumed.

In the event of a breach or default by Smartbells, the Customer may withhold an appropriate part of its payment to Smartbells, provided that the withheld amount is strictly necessary to remedy the effects of the breach or default, and only until proper performance is resumed by Smartbells.

Smartbells may immediately suspend delivery of the services for as long as the Customer is in breach of its obligations set out herein. In the event of repeated breaches of the Customer’s obligation, or if the Customer uses the service to provide, or provide access to, information that is in violation of Norwegian Law, then Smartbells may terminate the agreement and the service indefinitely without any liability of any kind towards the Customer. The Customer shall in such events hold Smartbells harmless from any third-party claims arising out of such circumstances.

In the event that the Customer does not make payment within 30 calendar days from the original due date of such payment, Smartbells may terminate the agreement without further cause upon 30 days’ notice. Smartbells may not terminate as set out herein if the Customer pays the due amount with interest before the end of the notice.

Neither party shall be liable for indirect or consequential damages or losses, including but not limited to, the cost of labor, rework charges, delays, lost profits, or loss of goodwill arising out of the use of Smartbells products and services.

The aggregate of any party’s liability for breach of this agreement or breach of any implied condition or warranty shall be limited to the quarterly total cost payable for the services delivered by Smartbells to the Customer. The Customer may not under any circumstance claim compensation for the costs related to the set-up of the services. A party may terminate the agreement with immediate effect if the other party is in material breach of its obligations under the agreement, provided that the non-breaching party have provided written notice of such termination and that the breaching party has not rectified its material breach within reasonable time after receiving such notice, or if the material breach cannot be remedied without incurring material expenses and inconvenience to the non-breaching party,

10. Shutdown of service

Smartbells may, under its sole discretion, suspend or shut down, in full or in part, the Customer’s access to the services if:

  • The Customer, despite reminders, does not provide payments at the specified due dates;
  • The Customer has set-up or used Smartbells equipment in violation of the agreement or instructions provided by Smartbells;
  • The Customer has used or installed Smartbells equipment so that it has been damaged or risks being damaged or destroyed; or
  • The Customer, despite notification from Smartbells thereof, uses the services in a manner that causes harm or inconvenience to Smartbells or third parties, for example by using the service in violation of law.

The customer is obliged to pay monthly fees for the time the services are suspended and until the agreement terminates.

11. Term and termination
This agreement is valid and in effect for the term specified in the agreement, order confirmation or otherwise agreed between the parties in writing. If the term is not specified, the term shall be 60 months from the date of delivery or start of the services.

In the event that Smartbells substantially increases the fees for the services covered by the agreement (ref. section 4), the Customer has the right to terminate the agreement for such services with 30 days written notice. Termination must then occur within 15 days of receipt of a price increase notice.

Termination at the expiration of the contract must be notified to the Supplier with 30 days’ notice, or the agreement will be renewed for another 12 months.

Either party shall have the right to terminate this agreement with immediate effect in the event of the commencement of any proceeding in or for bankruptcy, insolvency, dissolution or winding up by or against the other party.

For renting agreements there is a binding period of 60 months and after that both parties need to have clear settlement Owner of the device will be in charge to destroy the device

12. Force Majeure

In no event shall Smartbells be responsible or liable for any failure, defect, non-delivery or delay of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, and interruptions, loss or malfunctions of utilities, communications or computer services, and scarcity of means of transport, general scarcity of goods, restrictions on the supply of power, and deficiencies by, or delays in deliveries from subcontractors or manufacturers as a result of such circumstances referred to in this paragraph.

13. Exports

The Customer undertake to obtain the necessary approvals before exporting products, e.g. to countries where export restrictions are in force.

14. Assignment

Smartbells shall be entitled at all times to assign its rights under this agreement (in whole or in part) or to subcontract any part it as it deems necessary or desirable.

The Customer shall not assign its obligations or rights under the agreement, in full or in part, to any third party without Smartbells express consent, such consent not to be unreasonably withheld. However, this does not apply to mergers, demergers, acquisitions, and the like, and when assigning to the Customer’s affiliates. Smartbells shall be entitled at all times to assign its rights under this agreement (in whole or in part) or to subcontract any part it as it deems necessary or desirable, and to use factoring services.

15. Confidentiality

The parties shall, except when required by applicable law or if the other party consents in writing, keep confidential all information of a confidential nature, including, but not limited to, personal information, trade secrets, know-how, information that may harm one of the parties or other information that can be exploited by third parties in business activities.

The parties shall ensure that these confidentiality obligations shall also apply to the parties’ employees, representatives and others who may act on behalf of the parties. The parties shall take necessary measures to ensure that confidential material and information is not disclosed in violation of this agreement.

The confidentiality obligations in this agreement shall survive any termination of the agreement. Either party shall ensure that employees or others who resign from representing that party shall be subject to corresponding confidentiality obligations as set out herein following their resignation.

16. Privacy policy – personal data and information

Smartbells will take all reasonable steps to ensure the integrity and security of any personal data and information hosted or processed by Smartbells in conjunction with the service in accordance with applicable law and regulations. Smartbells will not disclose or grant third parties access to any such personal data for any purpose, and will not itself use such data for any other purpose, commercially or otherwise, than what is required to provide the service hereunder. However, Smartbells will aggregate anonymous statistics and pattern analysis of use and content and is free to use the results of such statistics for commercial and non-commercial purposes.

The roles and responsibilities of Smartbells with respect to the processing of personal data is otherwise governed exclusively under the terms of a separate Data Processor Agreement entered into with the Customer upon commencement of the Service. The terms and conditions are available at www.Smartbjella.no/privacy.

17. Disputes and applicable law

This agreement shall be governed by and construed under the laws of Norway. Any disputes that cannot be settled amicably shall be settled by the district court of Sør-Trøndelag (Sør-Trøndelag tingrett).