Terms and Conditions

1. Definitions:
1.1. “Accessories” means the “utilities” complementary to the Device such as external temperature / humidity probes or external GSM / GPS antennas, etc.
1.2. “API” (Application Programming Interface) means the communication channel between the Internal Platform and the platform
of the buyer.
1.3. “Buyer” means the person, firm or company to which Seller is required to supply the Solution.
1.4. “Conditions” means the terms and conditions contained in this document that form part of the Agreement.
1.5. “Connectivity” means the communication between the Device and the Internal Platform.
1.6. “Agreement” means any agreement to purchase and sell the Solution.
1.7. “Data” means the information obtained through the sensors of the Device.
1.8. “Device” means a compact, self-contained, internet-connected, real-time, location-enhanced datalogger
by GPS.
1.9. “External Platform” (frontend) means the system through which the Buyer can view the Device Data
obtained from the storage of the Internal Platform.
1.10. “Internal Platform” means the system that serves as the basis for storing Device Data.
1.11. “Solution” means the Device, its Accessories, the access by the Buyer to the External Platform or through the API.
1.12. "Seller" means CD4IOT, SL and its distributors or agents.

2. Existence of Contract:
2.1. Buyer must put its purchase orders in writing and deliver them to Seller by hand or by mail.
email with delivery and reading confirmation, telegram, fax or certified mail with acknowledgment of receipt, in the
which must indicate, as a minimum, the description, quantity, date of shipment, delivery instructions and price of the Solution.
2.2. There will be no contract until the Estimate is duly accepted in writing by both parties.
2.3. These Conditions must be incorporated into each Contract. In case both parties want to modify this
contract, they will sign a specific document that will be binding on both parties.

3. Estimates and Demonstrations:
3.1. The sales budgets, once accepted, will constitute a firm offer as established in condition 2.
3.2. The test quotes, once accepted, will constitute a firm offer as established in condition 2.

4. Prices:
4.1. Unless, in the budget, a different price is established, the price of the solution will be the Ex works price of the list
published and current prices, to date.
4.2. Buyer, in addition to paying the Solution price, shall pay all applicable taxes, duties and fees
any nature related to the sale of the Solution.

5. Delivery:
5.1. Unless otherwise agreed in writing, delivery shall be deemed to have been made to the Buyer when the Seller delivers the
Solution.
5.2. Any insurance that the Seller may contract must be previously agreed between both parties. The expenses of
shipping and those derived from the contracted insurance, will be at the expense of the Buyer.
5.3. If the Buyer breaches its obligation to collect the Solution or any part of it within thirty
(30) days from the agreed delivery date or breaches its obligation to provide instructions, documents, licences,
consents and/or authorizations required for the delivery of the Solution on the agreed delivery date (provided that
other than for any cause reasonably controlled by Buyer or due to Seller's fault), then, without
prejudice of any other rights or compensation of the Seller, the Seller may:
(a) store the Solution until its actual delivery date and charge Buyer for costs (including insurance);
storage; either
(b) sell the Solution at the best possible price and (minus the costs of storage and sale) require
Buyer any excess over the purchase price subject of this Agreement or charge Buyer any
shortfall of the price under this Contract.
5.4. Buyer shall be obliged to accept delivery of the Solution in installments and may not reject all or part of the
delivery of the requested Solution except in the case in which the Solution is defective due to causes attributable to the Seller.
5.5. Any date given by Seller as a delivery date shall be deemed approximate, and Seller shall not be
liable to the Buyer for any delay in the delivery of the Solution, whatever the cause.

6. Transfer of Risk and Ownership:
6.1. Both the Ownership of the Solution and the Risk inherent to it will be transferred to the Buyer, in accordance with
the provisions of Conditions 4 and 5.
6.2. The Seller shall have the right to use the Data for statistical and commercial purposes, as well as for maintenance
of the quality of the services provided by the Solution, all in strict compliance with the legislation on
Data Protection.

7. Payment and credit:
7.1. Unless Seller agrees otherwise in writing, Seller may invoice Buyer for the price of the Solution (and any
other sum to be paid under this Contract) upon delivery thereof. Said payment shall be made within the period established in the
budget.
7.2. If the Buyer fails to comply with its payment obligation as established in the budget, the Seller will be entitled to:
(a) cancel the Contract or suspend any future delivery to Buyer;
(b) apply any payment made by Buyer to any Solution delivered under any other
Contract between the Seller and the Buyer that the Seller deems;
(c) charge Buyer interest on any outstanding amount that is due from the date
due until the date the payment is made, based on a daily interest rate of 2% and require
Buyer the payment of all expenses and costs, including legal costs incurred in the collection of any
past due amount
7.3. Payment will be made in the currency specified in the estimate (and subsequent invoice) by bank transfer to
the account that the Seller indicates in writing to the Buyer, or by any other method agreed in writing between
the parts.
7.4. Except as otherwise stated in writing by Seller, Buyer shall make all payments under the Contract without deduction,
compensation or claim of any kind.
7.5. In the event that Buyer's financial condition deteriorates significantly before payment is due, or
If any credit limit agreed with Buyer is exceeded, Seller may request immediate payment of
any outstanding invoices, and stop any further delivery of the Solution. The Seller reserves the right to
decision regarding the financial situation of the Buyer, and will not be obliged to give explanations in case of rejecting the
credit or subsequent deliveries of the Solutions.

8. Orders and specifications:
8.1. Buyer shall be responsible to Seller for ensuring the accuracy of the terms of any order, including
any applicable specifications submitted by Buyer, and to provide Seller with any necessary information
related to the Solution within a period sufficient to enable Seller to perform the Contract in accordance
with your terms.
8.2. The Solution specifications, such as quantity, quality and description, will be reflected in the order of the
Buyer. If they are not detailed, it will be understood that they correspond to those described in the budget.

9. Warranty:
9.1. Without prejudice to the provisions of this Condition 9 and the other Conditions established in this document,
Seller warrants that the Device and its Accessories will be free from defects in both materials and
to labor, in accordance with the terms of the warranty of the Device and its Accessories supplied by the
Seller. In any case, the guarantee will be valid for a period of two years from its activation by the
Buyer, provided that said activation is carried out within a period of one year from the sale of the Solution.
9.2. The previous guarantee will be guaranteed by the Seller as long as the following conditions are met:
(a) Seller shall have no liability for any defect in the Device and its Accessories
caused by normal wear and tear or by any act, willful damage, negligence, working conditions
abnormal, due to defect or misuse of the Device, for damages derived from not correctly following the
instructions supplied with the Solution, or for any alteration or repair of the Device, including its
opening, by Buyer, its employees or agents or any third party without Seller's consent;
(b) Seller shall have no liability for any defect in the Device and its Accessories
delivered to Buyer unless Buyer notifies Seller in writing of the defect within
fifteen (15) days following the date of delivery;
(c) Seller shall have no liability for any partial or incomplete delivery of the Solution,
unless Seller is notified in writing within seven (7) days of the alleged shortage or partial delivery.
following delivery (proof of non-delivery or partial delivery will rest with the Buyer);
(d) Seller shall have no liability arising from any variation in specifications of
the Solution or the substitution of any material or component, if said variation or substitution of materials
or components is of a quality equal to or greater than those originally specified;
(e) Seller shall have no liability arising from the above warranty (or any other condition
or warranty) if the full price of the Solution has not been paid by the due date.
9.3. If a defect is not detected on inspection of the delivered Solution, Buyer shall notify Buyer
Seller the existence of said defect within the warranty period and within a reasonable time after its
discovery.
9.4. In the event of a breach of warranty by the Seller (whether due to defective materials, faulty
production or otherwise) or any partial delivery or incomplete delivery, Seller's liability shall be
limited, at Seller's choice, to:
(a) Replacement of the defective Solution.
(b) Repair of Defective Solution.
(c) Payment to the Buyer of the amount of the defective Solution.
9.5. Delivery of the repaired or replaced Solution will be at Seller's premises or other delivery point
specified in the budget.
Any fault must be notified to our Technical Service (SAT) by sending an email to the address
sat@cd4iot.com, or the distributor that supplied the devices. SAT will determine if the fault can be solved
remotely, or if, on the contrary, the client must send his device.
The customer will receive the return authorization number by e-mail, including an RMA (Return Authorization) document.
Return of Merchandise) that the client must complete and return by the same means (mail) to the Technical Service.
The device must be returned, freight prepaid, together with the RMA document indicating the RMA number.
on the outer label of the package.
9.6. When, in accordance with this Condition, the Seller is responsible only with respect to a part or parts of
the Solution, the Contract will remain in full force and effect with respect to the other parts or Accessories of the same, without
that Buyer is entitled to any compensation or claim against such other parties
or Accessories thereof.
9.7. Except in the case of death or personal injury caused by the negligence of the Seller, or that of its employees or agents,
Seller shall not be liable to Buyer for damages (including negligence) or by reason of any
representation (unless fraudulent), nor for any implied warranty, condition, term or undertaking of any
type, expressed expressly or implicitly, legal or of any other type, nor for any indirect damage, nor for the possible
consequent loss, damage, cost or expense of any nature caused, nor for any loss of production, loss
of profits or contracts, loss of goodwill or lost time management, even if Buyer has been
advised of the possibility that may arise, in connection with or in connection with the provision of the Solution, its use or resale by
part of the Buyer. Seller's entire liability may not exceed the price of the Solution Agreement, except
as expressly provided in this Agreement.
9.8. Buyer shall indemnify and hold Seller harmless from any third party claim
(including Buyer's customer claims) for any injury, loss, damage, cost or expense caused by or
arising directly or indirectly from the possession, operation or use or the inability to use the Solution provided in
under the Contract resulting from any act, intentional damage, negligence, abnormal working conditions, for
defect or misuse of the Solution, or for any failure to follow the instructions supplied with the Solution.
Solution, or for any alteration or repair thereof without the consent of Seller, by Buyer, its
employees or agents.
9.9. The Buyer expressly acknowledges and accepts that the assignment of responsibility contained in this Condition
9 is reflected in the prices of the Solution, which will be paid by the Buyer and that said price is reasonable under
all circumstances, taking into account all relevant factors, including Buyer's ability to contract
an insurance policy or other remedies to recover any loss or damage suffered and of which Seller is not
responsible.

10. connectivity:
10.1. The Solution entails the corresponding Connectivity, either offered by the Seller or through a service provider.
external telecommunications.
10.2. In the event that the Connectivity occurs through an external telecommunications operator, the Seller
is not responsible for the levels of connectivity that the telecommunications operator maintains at all times.
10.3. The access and the speed of the Connectivity will depend on the location of the Solution and the good use and maintenance of
the same.
10.4. In any case, the Buyer, in the corresponding purchase order, must specify the Connectivity characteristics
(geographic scope, etc.).

11. Overall:
11.1. The Seller may subcontract the execution of the Contract in whole or in part, always maintaining the conditions
established in this document.
11.2. The Contract is between Seller and Buyer as parties hereto and may not be assigned by Buyer without the
Seller's prior written consent.
11.3. Seller may unilaterally suspend or terminate the provision of the Solution under any Agreement if:
a) the Buyer fails to make any of the payments due or fails to comply with any other obligation derived from the
Contract or any other agreement with the Seller;
b) the Buyer becomes insolvent or unable to pay its due debts;
c) Buyer enters into any voluntary agreement with its creditors or (as a person or company)
declare bankruptcy or (being a company) become the subject of an administrative order or enter into
liquidation (as long as it is not for merger or restructuring purposes).
11.4. The Agreement and its subject matter are confidential and must not be disclosed or used for any unauthorized purpose,
committing the parties not to disclose the confidential information of the other and to ensure in a general way their
security and secrecy, adopting all the necessary measures and warning its employees of the confidential nature of the
information. For such purposes, all information of the other party in any format shall be considered confidential information.
that is not in the public domain, as well as all the information that is registered in the Platform.
11.5. The Seller agrees to keep the Data that is registered in the Internal Platform for a period of ONE (1) YEAR from
his generation. After this period, you can proceed to delete it. In any case, the Seller is expressly
authorized to use the data for the purposes provided in Condition 6.2. from the signing of the corresponding Contract.
11.6. If the Contract terminates because the Seller is declared bankrupt, the latter undertakes to give the Buyer access to the
necessary codes to guarantee the continuity of the Solution's functionalities.

12. Force Majeure:
12.1. If the execution of the Contract or any of the obligations contained therein is prevented, restricted or interfered with
due to circumstances beyond the reasonable control of the obligated party (including but not limited to
limitation) any act of force majeure, explosion, flood, storm, earthquake, fire or accident; war or
threat of war, sabotage, insurrection, civil disturbance, or requisition; acts, restrictions, regulations, ordinances,
prohibitions or any type of measures by any public body; import regulation or embargo
and/or exports; strikes; lockout or other industrial actions or commercial disputes involving both
employees of the seller and of third parties; difficulty in obtaining raw materials, fuel or machinery; cuts of
power supply or machinery breakdowns; the party thus affected, prior notification to the other party as soon as possible
of the existence of force majeure, will be exempted from compliance with the Contract as long as the cause of force majeure exists,
the affected party must make its best efforts to avoid and/or avoid the effects caused by force majeure,
and must also resume compliance with the Contract as soon as possible once it disappears and/or decreases
sufficiently the cause of force majeure.

13. Miscellaneous
13.1. In the event that one or more conditions of this Contract is considered contrary to the Law, it will be considered
not set and will not invalidate or affect the rest of the conditions of the Contract.
13.2. The non-claim or delay by the Seller in the exercise of his rights against the Buyer will not imply a
renounce them. If Seller waives any of its rights in connection with Buyer's breach of
any of its obligations, said waiver, which must be formalized in writing, will not imply the waiver of any other
right in relation to any other breach.

14. Data Protection:
14.1. In accordance with Regulation no. 2016/679 of the European Parliament and of the Council of April 27, 2016, it is reported
that the Buyer's data will be processed by the Seller in order to allow the management of the relationship
existing. On the other hand, the Buyer will have the rights included in the aforementioned Regulation.
14.2. Notwithstanding the foregoing, the Buyer hereby transfers to the Seller, who accepts, his personal data, to the
purposes that the latter may use them in accordance with the provisions of the aforementioned Regulation, forcing the Seller to
implement the security measures corresponding to the level of security of the transferred data, in order to prevent its
alteration, loss, treatment or unauthorized access, according to the state of technology, the nature of the
data and the risks to which they are exposed.

15. Notifications:
15.1. Any notification in relation to this Contract will be made in writing and will be sent by fax or certified mail.
with acknowledgment of receipt to the registered office of the recipient party and shall be deemed delivered on the date of confirmation of the
Acknowledgment of receipt.

16. Law and Jurisdiction:
16.1. The Contract and its Conditions will be governed by Spanish Law and the Buyer expressly accepts submission to the Courts and Tribunals of Barcelona for all matters related to the Contract and its Conditions.