Terms of sales

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BETWEEN

SENCROP, société par actions simplifiée, incorporated under the laws of France with a share capital of 39 978,72 € whose registered office is at 165 Avenue de Bretagne 59000 Lille, France, and registered with the Companies’ register of Lille Metropole under number 817 791 288, which VAT number is FR18817791288 and which can be reached at +33 972 606 439 or by email at: administration@sencrop.com,

(hereinafter referred to as “Sencrop”)

AND

The CUSTOMER, (hereinafter referred to as the “Customer”)

BACKGROUND

A. Sencrop carries on the business of manufacturing and selling its connected meteorological stations/infield sensors and subscriptions to access the data generated therefrom and other third-party data, via its mobile application, to professionals working mainly but not exclusively in the agricultural sector.

B. The Customer is a professional and wishes to purchase one or more Sencrop stations and subscriptions, pursuant to the terms and conditions set out in this Agreement.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1. In the present Agreement, the following definitions apply:

“Access Date” means the date on which access to the Application Content is granted to the Customer, which shall be the date that payment is received by Sencrop in accordance with these Terms of Sale.

“Agreement” means these Terms of Sale together with the Order Form.

“Application” means the Sencrop application developed by Sencrop and made available to the Customer via a third-party app store and/or at the following URL: app.sencrop.com.

“Application Content” means the data and other content accessible through the Application, for example and without limitation text, reports, statistics, diagrams and charts, including the Third Party Content and the Hardware Data.

“Application Subscription” means the subscription purchased by the Customer pursuant to this Agreement allowing him/her and the Users to access the Application Content.

“Application Terms of Use” means the Application’s terms of use as amended from time to time available by clicking on the “Privacy Policy” link in the Application and at the following URL: https://sencrop.com/eu/tos

“Background IP” means any and all Intellectual Property, including data, that is owned by, or licensed to, either Party and which is or has been developed independently from this Agreement.

“Business Days” means any day excluding Saturdays, Sundays and any public holidays in France.

“Confidential Information” means information of a confidential nature disclosed by or on behalf of one Party to the other Party in any medium and by any method, including without limitation: data (including personal data), data sources, customer information, business methods, financial information, trade secrets, know-how and Background IP.

“Customer” means any natural or legal person, who purchases one or more Sencrop stations and subscriptions, and who understands and accepts all the clauses, terms and conditions in full and unreservedly by signing this present Agreement.

“Data Protection Legislation” means the General Data Protection Regulation EU 2016/679 and applicable national personal data protection laws and regulations, including without limitation the French loi n°78-17 relative à l’informatique, aux fichiers et aux libertés, as amended from time to time.

“Default” means any design, manufacturing or functional defect affecting the Hardware.

“Delivery” or “Delivered” means the completion of a delivery of Hardware in accordance with Clause 4.8.

“Delivery Address” means the address of the physical location where Customer has indicated that the Hardware will be delivered by Sencrop, as set forth on the Order Form.

“Delivery Date” means the date on which the Hardware is planned to be delivered by Sencrop to the Delivery Address, as set forth on the Order Form.

“Delivery Method” means the method used by Sencrop to deliver the Hardware to the Customer, as set forth on the Order Form.

“Force Majeure” shall have the meaning set out in Article 1218 of the French civil code.

“Hardware” means the Sencrop equipment purchased by the Customer pursuant to this Agreement (e.g. Raincrop, Windcrop, Leafcrop, Sencrop), as indicated on the Order Form.

“Hardware Data” means all data generated by the Hardware.

“Hardware Instructions” means the detailed guidance and information regarding how the Hardware should be operated and maintained provided by Sencrop along with the Hardware.

“Hardware Specifications” means the functionalities and features of the Hardware, as described at the following URL: https://faq.sencrop.com/en/collections/3760047

“Identifiers” means the username and password created by the Customer and each User to access the Application Content.

“Intellectual Property” means patents, trademarks, software, designs, inventions, domain names, trade names, databases, source code, object code, customer data, supplier data, utility certificates, inventions, study, preliminary design, tracing, plans, sketches, drawings, models, shop signs and image, interface, documentation, technical information, confidential information (including know how), social media handles or similar online identifiers or any other similar property.

“Intellectual Property Rights” or “IPRs” means all copyright, moral rights, database rights, trade mark rights, trade secrets and all related rights and neighboring rights and any other rights in Intellectual Property of whatever nature, howsoever arising and throughout the world, whether or not registered or capable of registration including all renewals and/or extensions thereof.

“Law” or “Laws” means any treaty, international convention, directive, regulation, law, decree, order, ordinance, sector-specific or inter-professional agreement or convention, or any other rule which is binding on the Party to which it relates, including Data Protection Legislation.

“Loss” means any demand, claim, action, proceeding, liability, damage, loss, penalties, fines or interest, cost, expenses and charges, including reasonable legal fees, actually and directly incurred by the relevant Party.

“Notice” shall have the meaning set out in Clause 17.1 of this Agreement.

“Order” means the Product order placed by the Customer.

“Order Form” means the paper or online form completed by the Parties pursuant to which the Customer orders the Products from Sencrop and Sencrop provides information regarding the supply of the Products to the Customer.

“Party” means the Customer or Sencrop, or together the “Parties”.

“Price” means the price of the Products on the date of signature of the Agreement.

“Privacy Notice” means the document that details how Sencrop processes Customer and other personal data and which is available on the Sencrop website at: https://sencrop.com/politique-de-confidentialite/ or upon request by emailing privacy@sencrop.com

“Products” means all the Hardware and the Application Subscription(s) purchased by the Customer pursuant to this Agreement as described on the Order Form.

“Term” means the term of the Agreement, composed of the Initial Term and any Renewal Term, as defined in Clause 12.1.

“Terms of Sale” means these terms and conditions.

“Test Period” means the trial period, if any, offered by Sencrop to the Customer to use the Application, prior to the payment of the Price.

“Test Period Terms and Conditions” means the terms and conditions which govern the Test Period provided separately by Sencrop.

“Third Party Content” means any content including without limitation text, reports, data, statistics, diagrams and charts, provided by a third party and accessible to the User via the Application.

“Third Party Hardware” means the Sencrop equipment(s) purchased by other customers than the Customer.

“Update” means any update, bug fixes, patches, modifications made to the Application to improve or amend its performance.

“User" means any person authorized by the Customer, including the Customer, to access the Application Content in accordance with these Terms of Sale and the Application Terms of Use.

“Warranty” means the warranty from any Default provided by Sencrop on the Hardware.

“Warranty Period” means the duration of the Warranty, as set out in Clause 11.2.

1.2. The headings in this Agreement do not affect its interpretation.

1.3. Any words following the terms “including”, “include”, “in particular”, “for example”, “such as” or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms following or preceding those terms. 1.4. References in this Agreement to any statute or statutory provision shall refer to any statute or statutory provision in force at the date of this Agreement.

2. CUSTOMER’S OBLIGATIONS

2.1. For the purposes of this Agreement, the Customer acknowledges that:

the purchase of Hardware and/or Application Subscription(s) from Sencrop is made solely in the context of his/her professional activity and that therefore, he/she is considered as a “professional” under applicable Laws; and
he/she is not a minor under application Laws.

2.2. The Customer must use and maintain the Hardware in accordance with the Hardware Instructions provided by Sencrop.

2.3. Without limitation to the rights granted in the Agreement, and unless otherwise agreed by Sencrop in writing, the Customer is not authorized hereunder to:

lend, sell, rent, lease, sub-license or distribute in any way the Products;
modify the Products and/or merge all or part of the Products into other computer programs;
compile, decompile, disassemble, translate, analyze, reverse engineer or attempt to reverse engineer the Products, except to the extent permitted by Law;
make any alteration, correction, arrangement, translation or modification of the Products.

3. PRICES AND PAYMENT

3.1. The Customer will order the Products via the Order Form.

3.2. The Price is set out on the Order Form.

3.3. The Price is exclusive of delivery charges, which are additional to the Price and shall be paid by the Customer, in accordance with this Clause 3.

3.4. The Price is exclusive of value added tax or any other taxes which are or may be applicable including custom duties, which will be payable by the Customer.

3.5. Sencrop will issue an invoice and, unless otherwise agreed between the Parties in writing, requires that full payment be received by Sencrop upon receipt of the invoice, either by credit card, by direct debit or by wire transfer to Sencrop’s bank account, the details for which are provided with the invoice.

3.6. Any invoice not paid by the Customer when due shall bear interest at a rate equal to two (2) percent from and including the day payment was due through and including the day payment is made.

4. SUPPLY AND DELIVERY OF HARDWARE

4.1. No delivery of the Hardware shall be made before payment is received in full by Sencrop in accordance with Clause 3.5.

4.2. The Hardware will be delivered to Customer by DHL or Chronopost or other delivery provider selected by Sencrop.

4.3. The Hardware will be shipped by Sencrop, subject to stock availability, within seven (7) Business Days after full payment of the Price is received by Sencrop in accordance with Clause 3.5 or as otherwise specified by Sencrop;

4.4. Specific timing for delivery will depend on the courier company and destination.

4.5. The delivery charges are not included in the Price and shall be paid by the Customer as indicated on the Order Form.

4.6. Sencrop will make reasonable efforts to inform the Customer of any delay in the delivery of the Hardware (email sufficient at the email address indicated on the Order Form) without undue delay, and will indicate the reasons for the delay, the measures to mitigate this delay and the new planned delivery date. Delay in delivery shall not entitle the Customer to refuse to receive the Hardware, claim damages or terminate this Agreement for material breach.

4.7. The Customer shall provide an accurate Delivery Address to Sencrop on the Order Form and Sencrop shall arrange delivery of the Hardware to that address. Sencrop shall have no liability for any failure or delay in delivering the Hardware to the extent that any failure or delay is caused by an act or omission of the Customer. Any cost related to a new delivery of the Hardware due to an act or omission on the part of the Customer shall be borne by the Customer. If Delivery cannot be effected as a result of a Customer’s act or omission, Sencrop shall be entitled to terminate the Agreement upon providing Notice with immediate effect and no refund will be made to the Customer.

4.8. Delivery is considered completed once the Hardware is deposited at the Delivery Address.

4.9. Any Hardware that is damaged at the time of Delivery, prior to any use by the Customer, shall be returned to Sencrop within five (5) Business Days following Delivery with a note detailing the reasons for returning the Hardware. The costs related to the delivery of a replacement Hardware will be borne by Sencrop.

5. TRANSFER OF OWNERSHIP AND RISKS ON THE HARDWARE

By derogation from Article 1583 of the French civil code:

ownership of the Hardware shall pass to the Customer on complete payment of the Price of the Hardware to Sencrop in accordance with Clause 3.5.
risks in the Hardware shall pass to the Customer on completion of the Delivery in accordance with Clause 4.8.

6. ACCESS TO THE APPLICATION

6.1. Sencrop may at its discretion offer a free Test Period to the Customer. Use of the Application by the Customer during such a Test Period is subject to the Test Period Terms and Conditions.

6.2. The Customer and each User creates its own Identifiers to access the Application and use of the Application as governed by these Terms of Sale and the Application Terms of Use. The Customer shall keep and ensure that the Users shall keep any Identifier confidential and shall not share this information, intentionally or otherwise, with any third party. The Customer shall be liable for any access to and use of his/her account or a User’s account by a third party which is due to the disclosure of the Identifiers in breach of this clause.

6.3. The Customer shall ensure that only the Users granted access through the Application in accordance with the terms of Customer’s subscription plan (as set out on the estimate and/or invoice) shall access the Application Content, unless otherwise permitted by these Terms of Sale and the Application Terms of Use. Sencrop may monitor the usage of the Application. A breach of this clause shall constitute an irremediable material breach and, without prejudice to its other rights and remedies, shall entitle Sencrop to invoice the Customer for the equivalent value attributed to any additional User.

7. USE OF HARDWARE DATA, APPLICATION CONTENT AND IPRS

7.1. The Customer may access and use the Application Content in accordance with the Application Terms of Use and this Agreement, save that this Agreement shall take precedence over the Application Terms of Use in the event of a conflict. All use by the Customer and its authorised Users of the Application Content shall comply with applicable Laws. The Customer shall bring Application Terms of Use and this Agreement to the knowledge of all Users and ensure that all Users are aware of their obligation to comply with the provisions of this Agreement and the Application Terms of Use prior to accessing the Application Content.

7.2. When using the Application, the Customer may have access to four different types of data as part of the Application Content:

Hardware Data ;
data generated by Third Party Hardware;
data generated by non-Sencrop hardware;
other Third-Party Content (e.g. national meteorological services).

7.3. Sencrop hereby grants to the Customer a worldwide, revocable, non-transferable, non-sub-licensable, non-exclusive license to access and use the Application and the Application Content, including the Hardware Data, for the Term solely for his/her own internal business purposes. Except as expressly authorized in the Application, no distribution, sale, commercial use or disclosure to any third party of any element of the Application Content is authorized by this license.

7.4. This Agreement does not provide for any transfer or assignment of either Party’s Intellectual Property or Intellectual Property Rights to the other Party.

7.5. Both Parties retain full ownership and responsibility for their respective Background IP.

7.6. The Customer is not entitled to grant any sub-license, in whole or in part, of any of the rights granted by Sencrop under this Agreement, without Sencrop’s prior written consent.

7.7. If the Customer becomes aware of any misuse or infringement of any Sencrop’s IPRs, the Customer shall promptly notify Sencrop and fully cooperate with Sencrop to remedy the issue as soon as reasonably practicable.

7.8. If the Customer becomes aware of any security breach, including the presence of any malicious software or virus on the Application that may compromise the security and integrity of the Application Content or otherwise adversely affect Sencrop, or of any breach of the Application Terms of Use by a User, the Customer shall promptly notify Sencrop and fully cooperate with Sencrop to remedy the issue as soon as reasonably practicable.

7.9. Sencrop may suspend Customer’s (and its Users’) access to the Application and/or to the Application Content without being in breach of its obligations until the issue, as set forth in Clauses 7.7 and 7.8, is resolved.

8. UPDATES

8.1. The Customer acknowledges and agrees that Sencrop is the sole Party entitled to make any Updates to the Application. Such Updates may be required to continue to use the Application.

8.2. The Updates made by Sencrop may result in the temporary suspension of Customer’s and the Users’ access to the Application. Such suspension will not result in Sencrop being in breach of its obligations vis à vis the Customer.

9. SUPPORT OF THE PRODUCTS

9.1. For the resolution, if possible, of technical and non-technical issues and queries, the Customer shall have access to a support service.

9.2. The Customer shall be able to contact Sencrop support teams via the following email address support@sencrop.com, and/or phone number +44 118 315 0153, and/or the chat available on the Application, in order to ask all questions relating to the use and operation of the Products.

9.3. Sencrop will make its best efforts to have the support service available on Business Days, and in the following language(s): English, French, Dutch, Spanish, German.

10. DATA PROTECTION

10.1. In this Agreement, the terms “personal data”, “personal data breach”, “data subjects”, and “processing” shall have the meanings ascribed to them under the Data Protection Legislation.

10.2. In the context of this Agreement and Sencrop’s relationship with the Customer, Sencrop will process personal data relating to the Customer, its personnel and the Users. Such personal data will be processed for the purposes of managing its client relationships and performing its obligations pursuant to this Agreement, and as further described in Sencrop’s Privacy Notice. Such processing is necessary for Sencrop’s legitimate interests and for the performance of the Agreement and the provision of the Products by Sencrop to the Customer. Specifically, Sencrop may use the contact details provided on the Order Form for marketing purposes, including by email, and in order to deliver and make available the Products to the Customer and its Users. Sencrop will process payment information provided by Customer in satisfaction of its obligations hereunder and share this data with its third party financial services providers in order to receive payment and manage its internal business processes.

10.3. Personal data of the Customer and/or its personnel, in particular identity and contact details, may be also be disclosed to delivery companies for purposes of delivery of the Hardware as well as to other third party contractors, as necessary for the performance of the Agreement. The personal data processed as described herein will be kept by Sencrop in accordance with the terms of its Privacy Notice. Each data subject has the right to request from Sencrop access to and rectification or erasure of his/her personal data, or restriction of the processing of his/her personal data in accordance with the Data Protection Legislation. Each data subject may also have the right to ask for the portability of his/her personal data, and/or the right to object to the processing of his/her personal data where that personal data is processed for Sencrop’s legitimate interests. These rights can be exercised by contacting Sencrop at the following address: privacy@sencrop.com. The data subjects also have the right to lodge a complaint with a data protection supervisory authority. Additional details regarding how Sencrop’s processes personal data are set out in its Privacy Notice.

11. WARRANTIES AND LIABILITY

11.1. Each Party warrants that it has the full power and authority to enter into this Agreement.

11.2. Sencrop warrants to the Customer that the Hardware shall conform to the Hardware Specification, from the Delivery of the Hardware pursuant to Clause 5.9 and throughout Warranty Period which shall last for two (2) years starting from the Delivery. During the Warranty Period, Sencrop shall repair any Default free of charge or replace the Hardware, at its own discretion, in accordance with the conditions set forth in Annex 1, provided that such Default occurs in the context of normal use by the Customer. The replacement of Hardware does not relaunch or restart a new Warranty Period. Such Warranty shall not apply in the following cases, where Sencrop may accept and charge for repairs or replacement at its own discretion:

The Default is due to a use of the Hardware by the Customer not in conformity with the Hardware Instructions and/or these Terms of Sale;
The Default is due to the intervention, modification, arrangement, alteration of the Hardware by the Customer;
The Default results from Customer’s negligence and/or improper maintenance or wilful damage of the Hardware by the Customer;
The Default relates to the connectivity of the Hardware and such connectivity is dependant on a third-party operator independent of Sencrop

11.3. The Customer and any User shall be responsible for (i) using the Hardware according to Hardware Instructions, (ii) obtaining and maintaining an Internet connection that is appropriate to allow access to and use of the Application and the Application Content, (ii) obtaining and maintaining all terminals, telephone, computer hardware and other equipment needed for access to and use of the Application, and (iii) paying all charges related thereto. Sencrop does not provide any warranties or representations regarding the availability of the Application and/or the Application Content, the absence of interruption or breakdown of the Application and/or the Application Content, the absence of any virus or malware and their consequences, nor the uninterrupted connectivity of the Hardware. The Customer agrees that Sencrop shall not have any liability for any interruption or unavailability of the Application and/or the Application Content.

11.4. In addition, the Customer acknowledges that the Application and the Application Content are only tools to assist the Customer in the context of its professional activities. The Application and the Application Content shall not and cannot replace the assessment on the decision-making processes of the Customer, who remains responsible for all decisions made in the conduct of his/her business. The Customer acknowledges that it is fully competent to assess and manage the risks inherent to the use of the Application and the Application Content. Sencrop does not provide any warranties or representations regarding the accuracy or completeness of the Application Content. The Customer agrees that Sencrop shall not have any liability for any errors or omissions in the Application Content nor for any Loss resulting from the interpretation, use or exploitation of the Application Content or as a result of decisions that are taken by the User on the basis of the Application Content.

11.5. The aggregate liability of Sencrop arising from the Agreement shall be limited to direct damages (as construed pursuant to Articles 1231-2 to 1231-4 of the French civil code) which in no event shall exceed ten thousand euros (10.000 €). Sencrop shall not be liable for any indirect damages, such as loss of profit, loss of revenue, loss of data, loss of business, loss of goodwill or loss of business opportunity, under any circumstances.

11.6. Sencrop shall have no liability to the Customer to the extent such liability arises as a result of a breach of this Agreement by the Customer.

11.7. The Customer shall fully indemnify Sencrop against any Loss incurred by Sencrop as a result of any third party claim arising from the use of the Products by the Customer in breach of this Agreement.

12. TERM AND TERMINATION

12.1. This Agreement shall be effective from the date that the Customer indicates its acceptance thereof, either by signing a paper copy of the Order Form or by indicating its acceptance of this Agreement through Sencrop’s online order process. Subject to Clauses 12.2, 12.3 and 12.4 below, this Agreement shall remain in force for one (1) year from the date of acceptance (the “Initial Term”) and be automatically renewed for additional one-year periods (each, a “Renewal Term”) unless terminated in advance in accordance with this Clause 12 or Annex 1.

12.2. During any Renewal Term, either Party may terminate this Agreement upon providing the other Party with not less than one (1) month prior Notice, such notice to expire at the end of the Renewal Term.

12.3. The Prices may be reviewed by Sencrop prior to each Renewal Term. Sencrop will provide a Notice to the Customer six (6) weeks prior to the end of the Initial Term or the current Renewal Term, as applicable, with the revised Prices applicable to the next Renewal Term. If the Customer does not accept the revised Prices, it may serve Notice of termination with not less than fifteen (15) Business Days prior Notice, such notice to expire at the end of the Initial Term or Renewal Term, as applicable. If the absence of such Notice of termination, the Agreement will automatically renew at the end of the Initial Term or the relevant Renewal Term and the Customer shall be invoiced according to the new Prices.

12.4. Either Party may terminate this Agreement with immediate effect upon Notice if the other Party is in material breach of any of the terms of this Agreement. In case of a breach capable of remedy, the non-defaulting Party shall provide a Notice to the other of any such breach and provide for a thirty (30) day period to remedy the same. The termination of the Agreement may only occur if the breach has not been remedied at the expiration of such period. For the avoidance of doubt, a material breach by the Customer will include a breach of the following provisions: a breach of Clause 2 (Customer’s obligations), Clause 3.5 (Prices and Payment), Clause 6.3 (Access to the Application), Clause 10 (Data Protection) and/or Clause 12.6 (Term and Termination). A material breach by Sencrop shall be a breach of Clause 10 (Data Protection) and/or Clause 11.2 (Warranties and Liability).

12.5. Upon termination or expiry of this Agreement for any reason, the Customer’s and the Users rights to access the Application and the Application Content, as well as use of the Application Content shall immediately cease. The Customer shall notify the Users that they are no longer entitled to access the Application and the Application Content, nor use the Application Content.

12.6. Any termination of this Agreement is without prejudice to any other rights or remedies a Party may be entitled to under this Agreement or at law and shall not affect any accrued rights or liabilities of either Party. Termination of this Agreement shall not relieve the Customer of its obligation to pay Sencrop any outstanding sum.

12.7. The following clauses will survive expiration or termination of this Agreement: Clauses 11.4 and 11.5 (Warranties and liability), Clause 12.6 (Term and Termination), Clause 13 (Confidentiality), Clauses 17, except 17.7 (General) and Clause 18 (Disputes and Governing Law).

13. CONFIDENTIALITY

13.1. Each Party agrees to keep confidential (both during the Agreement and for a period of ten (10) years after the expiry or termination of this Agreement) the terms of this Agreement as well as any Confidential Information, and shall not use the same without the prior written consent of the disclosing Party for any purpose except as expressly permitted under this Agreement. This obligation will not apply in the case of any disclosure required by law or to Confidential Information, which is available to the public (through no fault of the receiving Party). Each Party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other.

13.2. Notwithstanding the provisions of Clause 13.1, Sencrop may disclose that the Customer has subscribed to the Sencrop services.

14. CHANGE

14.1. Any requests for amendments to the Agreement, including the addition of any Hardware, Third Party Hardware and/or Application Subscription, must be submitted by the requesting Party to the other in writing (email sufficient at the email address indicated on the Order Form or the email used as a login in the Application).

14.2. Any amendment to the Agreement must be set out in a written agreement signed by the legal representatives of both Parties.

15. FORCE MAJEURE

15.1. The Parties shall not be held liable in the event of non-performance or late performance of the Agreement if such performance is made impossible by an event constituting Force Majeure event.

15.2. The Party impacted by a Force Majeure event shall promptly inform the other Party, by specifying in detail its likely impact, it being specified that such Party shall in all cases take all reasonable measures to minimize and mitigate the impact of the Force Majeure event on the performance of its obligations under this Agreement.

15.3. The Parties shall consult each other in good faith and shall use all efforts to facilitate continued performance of the Agreement. 15.4. If the case of Force Majeure continues beyond a period of thirty (30) days, either Party may terminate the Agreement, upon providing the other Party with notice.

16. INSURANCE

Each Party shall maintain all insurance policies required by applicable Law and necessary to cover its liability and shall provide proof of such insurance cover to the other Party upon request.

17. GENERAL

17.1. Unless otherwise provided for in the Agreement, notices or communications required pursuant to the Agreement must be made in writing and must be sent by registered letter with acknowledgement of receipt to the relevant Party to the address indicated on the Order Form or by correspondence delivered by hand in exchange for acknowledgement of receipt, by indicating as addressee the contact designated by the relevant Party on the Order Form (a “Notice”).

17.2. This Agreement is provided in English and is available in French upon request. In case of conflict between the English and French versions, the English language version shall take precedence.

17.3. If either of the Parties does not take any measure in response to the breach by one of the provisions of the Agreement or does not assert its rights under the Agreement, this shall not constitute waiver of the right to seek remedy for the breach of any other provision or any subsequent breach of that provision or to assert the same right or other rights in the future.

17.4. No provision of the Agreement seeks to create a partnership, joint venture, branch, trust, fiduciary relationship or other relationship of any kind whatsoever, each of the Parties being individually responsible for its own obligations provided for in the Agreement.

17.5. In the case of conflict or ambiguity between any provision contained in the Terms of Sale and any provision contained in the Order Form or in the Application Terms of Use, the provisions in this Terms of Sale shall take precedence to the extent of such conflict or ambiguity.

17.6. In the event that any provisions of this Agreement is found by a court or tribunal having jurisdiction to be inapplicable, null and void, illegal or invalid, in whole or in part, such cancellation, invalidity, illegality or inapplicability shall not affect the other provisions of the Agreement. In such a case, the Parties must promptly replace the relevant provision by a legally valid and applicable provision, the effects of which would be similar to those of the relevant stipulation.

17.7. The Agreement has been entered into by each of the Parties in consideration of the person (intuitu personae) of the other Party. The Agreement may not therefore be transferred, assigned or sub-contracted, in whole or in part, by either of the Parties, to a third party without the express prior written consent of the other Party.

18. DISPUTES AND GOVERNING LAW

18.1. Each Party agrees to respond promptly to any issues referred to it by the other Party relating to this Agreement and the Parties shall seek to resolve amicably any dispute arising from the performance of this Agreement, as quickly and effectively as possible.

18.2. If the Parties cannot satisfactorily resolve any dispute within fourteen (14) days of referral by one Party to the other pursuant to Clause 18.1, then either Party may seek its legal remedies as provided in Clause 18.3.

18.3. This Agreement shall be governed by and construed in accordance with the laws of France and the Parties submit to the exclusive jurisdiction of the Lille courts.

18.4. This Clause 18 shall not restrict either Party from seeking immediate legal relief for any infringement of its IPRs or infringement by the other Party of its data protection obligations under this Agreement.

ANNEX 1 Return or Repair of Hardware with Default(s)

The Customer may contact Sencrop support teams to report an incident on the Hardware. The Customer will comply with the instructions provided by the support team and provide any required information in order for such support team to establish a remote diagnosis.

Sencrop may decide, at its own discretion, to repair the Hardware or to replace it.

If Sencrop decides to replace the Hardware, it may decide at its own discretion:

to wait to receive the Hardware with the Default before sending the replacement Hardware ; or
to send the replacement Hardware directly. In that case, the Customer will return the defaulting Hardware to Sencrop within three (3) weeks after receipt of the replacement Hardware. If Sencrop does not receive the defaulting Hardware within three (3) weeks after receipt by the Customer of the replacement Hardware, Sencrop will charge the Customer for the replacement Hardware.

Upon receipt of Hardware that has a reported Default, Sencrop shall inspect the Hardware. If Sencrop determines in good faith that the Default is due (i) to a use of the Hardware by the Customer not in conformity with the Hardware Instructions and/or the Terms of Sale, and/or, (ii) to the intervention, modification, arrangement, alteration of the Hardware by the Customer without prior consent from Sencrop and/or (iii) to the Customer’s negligence and/or improper maintenance or wilful damage of the Hardware by the Customer, Sencrop reserves the right to charge the Customer for any support provided, including shipping and cleaning costs. Sencrop will inform the Customer of such charges in advance and Customer may elect not to pay such charges, in which case Sencrop shall return the Hardware to the Customer, at Customer’s risk and expense and Sencrop may terminate the Agreement upon Notice to the Customer with immediate effect.

The Warranty does not apply to wear and tear of the Hardware, notably to battery tear.

Sencrop terms of sales