Imprint | FaunaPhotonics General Terms & Conditions

Imprint

Updated February 2nd, 2024

Responsible for the content

FaunaPhotonics A/S
Støberigade 14, 1st floor
DK – 2450 Copenhagen SV
Denmark
info@faunaphotonics.com
www.faunaphotonics.com
Company registration (CVR): DK3564 2986

Contact GDPR responsible via soha@faunaphotonics.com

General Terms

Updated February 2nd, 2024

The Contract

FaunaPhotonics A/S, Danish Reg. No. 35642986, located at Støberigade 14, DK-2450 Copenhagen SV, Denmark (hereinafter referred to as “FaunaPhotonics”), develops a variety of software services collectively referred to as “the Application,” available to customers (the “Customer”) seeking to utilize the software. The Application encompasses several products or packages, individually selectable. Certain products may come with an associated physical product (collectively referred to as “Hardware”), included in the overall product package. Customers subscribe to each product for a predefined period, known as the “Subscription Period,” detailed upon product ordering.

These terms and conditions (“the Terms and Conditions”) govern the agreement between FaunaPhotonics and the Customer.

The Terms and Conditions become binding when: (i) the Customer accesses and uses the Application via www.FaunaPhotonics.com, smartphone, or tablet; (ii) during the user account creation process, where the Customer consents to the Terms and Conditions; or (iii) through explicit written acceptance of these Terms and Conditions. Customers disagreeing with these Terms and Conditions must immediately cease using the Application.

Duration

The subscription is activated upon the Customer’s receipt of an order confirmation from FaunaPhotonics, or on a later agreed-upon date, and remains in effect until terminated in accordance with the Terms and Conditions. If the product includes Hardware, the subscription starts when the Hardware is delivered to the Customer.

Upon termination or other cessation of the subscription, the Customer must return the Hardware to FaunaPhotonics as detailed in section 10.

Prices and Changes

Subscription pricing is specified in the order confirmation from FaunaPhotonics, at the time the Customer places their order through the website www.faunaphotonics.com. Some products may also require a startup fee. All prices listed on www.faunaphotonics.com are exclusive of VAT.

Subscription prices and the Terms and Conditions may be amended with 1 month’s written notice at the start of a calendar year. Changes may include modifications to data content, user numbers, sensor quantities, functionality, etc.

FaunaPhotonics continuously strives to enhance the Application and its services. Accordingly, the Application is regularly updated, improved, and/or modified, sometimes without prior notice, at FaunaPhotonics’ discretion.

Continued use of the Application after any revision of the Terms and Conditions implies acceptance of such changes. Customers are responsible for staying informed about updated Terms and Conditions, regularly posted on FaunaPhotonics’ website.

If updates or revisions significantly alter the Application’s functionality or change subscription prices, Customers have the right to terminate their Subscription before the next Subscription Period begins, providing written notice one month before the start of a new calendar year.

Payment Terms

Communication with the Customer, including order confirmations and invoices, will be directed to the email address provided by the Customer, who is responsible for keeping their contact details current.

Payment is due 14 days from the order confirmation. Late payments will incur interest and additional costs as per the Danish Interest Act. Payments must be made in the currency specified in the order confirmation or invoice unless otherwise agreed in writing with FaunaPhotonics.

Subscription fees are payable annually, even though the minimum Subscription Period is 24 months. The subscription automatically extends into the next year once the Customer pre-pays for the upcoming year at the start of the current year.

Should overdue payments remain outstanding 14 days after the first reminder, the Customer’s access to the Application and all services will be suspended until full payment of the overdue amount, including interest and additional costs, is received. FaunaPhotonics may require payment in advance before reinstating its services.

Subscription

Under the Terms and Conditions, FaunaPhotonics grants the Customer non-exclusive, time-limited access to the Application during the Subscription Period, provided online as data-as-a-service. The Customer’s access to the Application and products depends on timely subscription payments. The Customer acquires no rights to the Application or its components and may use the Application solely for purposes related to their own business interests.

The Customer’s subscription allows access to one or more Application products for the agreed number of users, field sensors, data analytics, etc., as specified in the chosen subscription solutions.

Customers may purchase additional subscription solutions, some of which may be governed by separate terms that must be accepted upon purchase. These separate terms supersede the general Terms and Conditions.

When a product includes Hardware, FaunaPhotonics provides the Hardware to the Customer as part of the subscription for the duration of the Subscription Period. The Hardware remains the property of FaunaPhotonics, with the Customer granted a right of use as part of their subscription.

The Customer’s Use of the Application

The Customer is prohibited from granting third-party access to the Application unless such third parties are integral to the Customer’s business operations. The Customer is accountable for any use or misuse of their login credentials and must ensure their security and confidentiality.

If the subscription includes additional accounts for third parties collaborating with the Customer, the Customer is responsible for setting up these accounts, ensuring they are directly associated with the Customer’s business operations.

The Customer may not transfer any rights under the Terms and Conditions to any third party, either wholly or in part.

The Application must be used solely for its intended purposes. Data extraction is permitted only for the Customer’s use, utilizing data sets generated by the Hardware (e.g., field sensors) as specified in the Application. This includes the extraction of data insights and reports.

Data

The Customer retains ownership and unlimited rights to use their data as specified in the Application.

Analyses, maps, and data collected by the Hardware and provided to the Customer via the Application are owned by FaunaPhotonics. Some Application data may originate from publicly accessible external sources, with FaunaPhotonics authorized to deliver this data to the Customer.

For more information on how FaunaPhotonics uses the Customer’s data and for what purposes, please see our Privacy and Cookie policy at the provided link.

Data Security

For detailed information on data security, please refer to our Privacy and Cookie policy at the provided link.

Uptime

For subscriptions involving Hardware, FaunaPhotonics aims for but does not guarantee, an uptime of at least 90%.

FaunaPhotonics’ field sensors are designed to operate from one hour before sunrise until one hour after sunset, automatically shutting off at temperatures below eight degrees Celsius. This schedule, referred to as the ‘Standard Operational Schedule,’ aims to maintain sensor uptime of at least 90%, contingent on at least 12 hours of daylight and effective operation within specified conditions.

Customers may customize operational schedules, including continuous (24/7) operation, though such adjustments may affect sensor performance and uptime. The 90% uptime commitment applies specifically to the Standard Operational Schedule.

Sensor performance may be affected by weather conditions, particularly during periods of insufficient sunlight. Downtime due to weather-related exceptions is excluded from uptime calculations.

Uptime considerations also account for potential disruptions due to lost or slow data connections to Hardware, damage, or defects to the Hardware, or unstable or disconnected connections.

Planned disruptions, including maintenance and updates, are primarily scheduled between 00.00-04.00 CET, with FaunaPhotonics aiming to provide at least 24-hours notice for disruptions outside this period.

In certain situations, such as for security reasons, FaunaPhotonics may need to suspend access to the Application or certain features urgently to prevent loss or damage. FaunaPhotonics will attempt to notify customers via email, including the expected duration of the disruption.

Hardware

FaunaPhotonics retains ownership of all Hardware included in the Products.

Hardware will be delivered to the Customer’s agreed address within the agreed timeframe.

Our Hardware’s functionality depends on access to a suitable mobile network with adequate data coverage.

The Customer is responsible for transport costs for returning Hardware to FaunaPhotonics for updates, repairs, or replacements, regardless of the return reason. Unless otherwise agreed, returns should be sent to FaunaPhotonics’ Headquarters. The return of Hardware is at the Customer’s risk, and it must be packaged according to FaunaPhotonics’ instructions.

Some Hardware components, such as batteries and special sensors, have a limited lifespan. FaunaPhotonics will determine when Hardware requires servicing or updates to maintain functionality and will notify the Customer via email or the Application. The Customer must return the Hardware to FaunaPhotonics within 45 days of receiving notice. Replacement Hardware will be provided after coordination with the Customer.

If Hardware is damaged during normal use, the Customer must report the damage to FaunaPhotonics support immediately, no later than 7 days after detecting the damage, and return the Hardware for replacement as detailed in section 10.d.

Damage caused by sudden events, such as weather, vandalism, or theft, may incur a one-time replacement fee of €1,000, ex-works. FaunaPhotonics reserves the right to terminate the subscription without notice in case of repeated incidents. If damage results from the Customer’s actions or negligence, including failure to follow maintenance guidelines, FaunaPhotonics may bill for a new one-year subscription and any applicable startup fees related to the damaged Hardware. FaunaPhotonics is then obligated to provide replacement Hardware to the Customer.

The Customer must care for the Hardware and use it only for its intended purpose, in accordance with the Application. Maintenance must be performed following FaunaPhotonics’ guidelines.

FaunaPhotonics does not offer on-site services. The Customer is responsible for setup, installation, disassembly, and troubleshooting based on FaunaPhotonics’ instructions. On-site troubleshooting is the Customer’s responsibility, and if necessary, the Hardware must be removed, packaged, and returned to FaunaPhotonics as instructed.

Upon expiration or cancellation of the Subscription Period, Customers within the EU must return the Hardware to FaunaPhotonics at their expense. Customers outside the EU may receive instructions for proper disposal or recycling of the Hardware.

Intellectual Property Rights

FaunaPhotonics retains all intellectual property rights to software solutions developed for delivering the Application or operating the Hardware, as well as to any software solutions developed in relation to the Application or Hardware operation, including any artificial intelligence developed using information lawfully available to FaunaPhotonics. All information, analyses, reports, and databases consisting of collected data or generated by the Application are the exclusive property of FaunaPhotonics and are protected under copyright law and other intellectual property rights. The Customer has no rights to the intellectual property of the Application or any underlying information, analyses, reports, databases, etc.

The Customer’s access to and use of Application data is non-exclusive unless explicitly limited in writing. Subject to any agreed limitations, FaunaPhotonics is free to use data collected by Hardware, processed by FaunaPhotonics, or provided to Customers via the Application.

All inventions, patents, copyright, trademarks, designs, know-how, and proprietary information such as algorithms, source code, techniques, concepts, methods, and processes owned by FaunaPhotonics before the subscription start and developed during the Subscription Period remain FaunaPhotonics’ sole property.

The Customer may not remove or cover FaunaPhotonics’ name or trademarks on Hardware or the Application.

Any infringement of FaunaPhotonics’ intellectual property rights must be reported to FaunaPhotonics immediately upon discovery by the Customer.

Transfer of Rights and Undertakings

FaunaPhotonics may transfer its rights and obligations under the Terms and Conditions to a third party without prior consent.

The Customer may not transfer its subscription and/or rights and obligations under the Terms and Conditions to any third party.

Disclaimer

FaunaPhotonics does not guarantee 100% accuracy of data, information, analyses, and/or reports associated with the Application. The Customer is responsible for actions based on such data, which should only form the basis for conclusions or actions based on the Customer’s own interpretation. FaunaPhotonics assumes the Application data is used by professionally competent individuals. The Application provides indicative recommendations, with the Customer responsible for actions based on these recommendations.

FaunaPhotonics is not liable for any indirect losses related to the Application’s use, including operating losses, production losses, consequential damages, data loss, or other losses resulting from the Customer’s use of the analyses, recommendations, and data derived from the Application.

FaunaPhotonics is not liable for any direct and/or indirect losses related to the Application’s use in compensation and insurance cases, where the Application and its services and data are used as evidence.

FaunaPhotonics’ total liability, regardless of the type of loss or liability grounds, cannot exceed the Customer’s subscription payments to FaunaPhotonics for the 12 months preceding the liability-incurred event.

The disclaimer and limitations also apply to product liability claims, unless prevented by mandatory legal rules. These limitations do not apply if FaunaPhotonics is found to have acted with intentional gross negligence or willful misconduct.

Duty of Confidentiality

FaunaPhotonics is obligated to maintain confidentiality regarding any information obtained about the Customer, unless the information is publicly available or FaunaPhotonics is legally required to disclose the information by law or court order.

Duration and Termination of Subscription

The Subscription Period is a minimum of 24 months. Unless terminated earlier as detailed in 15.b, the subscription automatically extends for a new Subscription Period. A longer Subscription Period may be mutually agreed upon at any time.

The Customer may contact Customer Service to terminate or modify its subscription with 1 month’s written notice before the end of the Subscription Period. FaunaPhotonics may terminate the subscription with 3 months’ notice before the end of a Subscription Period without cause.

In the event of a material breach of the Terms and Conditions by either party, the other party may cancel all subscriptions if the breaching party fails to remedy the situation within 14 days of a written request.

In case of premature termination by the Customer, as referenced in Clause 3.5, or the Customer’s cancellation of the subscription, FaunaPhotonics will refund the prepaid amount for the unused portion of the subscription as soon as possible.

Jurisdiction and Court of Venue

Disputes arising from or related to these Terms and Conditions will be resolved by the competent courts located at FaunaPhotonics’ registered office in Denmark. Danish law governs the Terms and Conditions and their interpretation, excluding its choice of law rules.

Email Communication

FaunaPhotonics reserves the right to send news articles, blog updates, and other marketing materials via email to the Customer, such as updates to the Application, new product launches, etc.