SaaS Terms and Conditions

Last updated 10/04/2026

Table of Contents

  1. DEFINITIONS AND INTERPRETATION
    1. The definitions and rules of interpretation in this clause apply in these Conditions.

      “Account Lock” means a restriction imposed by Akson Robotics on the Customer’s ability to initiate new uploads, start new missions, or otherwise consume additional Credits, while allowing continued access to the Customer’s account and previously generated results unless otherwise stated by Akson Robotics.

      “Account Type” means the Customer account category designated by Akson Robotics from time to time, including for example Farm, Farm+, and Advisory (Consultant), each with its own permitted Credit usage scope and user permissions as determined by Akson Robotics and/or described in the Documentation, Order, or the Services.

      “Adapted Customer Data” means any Customer Data that has been adapted as part of the Services, including stitched images and field overviews and maps.

      “Akson Robotics” means Akson Robotics Aps, incorporated and registered in Denmark with CVR 43482041 whose office is at Agro Food Park 13, 1. 8200 Aarhus N, Denmark.

      “Akson Robotics Personal Data” any personal data which Akson Robotics processes in connection with the Contract, in the capacity of a controller.

      “Applicable Laws” means the laws of Denmark.

      “Authorised Users” means those, employees, agents, independent contractors and other affiliates of the Customer who are authorised by the Customer to access and use the Services and/or the Documentation.

      “Business Day” means a day other than a Saturday, Sunday or public holiday in Denmark.

      “Conditions” these terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 22 (Governing Law and Jurisdiction) (inclusive) and in the Schedules to these terms and conditions.

      “Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.5 or clause 9.6.

      “Contract” means the binding agreement between the Customer and Akson Robotics governing the Customer’s access to and use of the Services, consisting of these Conditions together with any applicable Order, online sign-up flow, accepted quotation, account registration, in-product purchase, invoice, and any other written commercial terms expressly accepted by Akson Robotics, including by email.

      “Contract Year” means a 12-month period commencing with the Start Date or any anniversary of it.

      “Credit” means a non-monetary, non-transferable unit of account used by Akson Robotics to measure and charge for usage of certain Services, processing tasks, missions, uploads, analysis, or other service activities as determined by Akson Robotics from time to time.

      “Credit Balance” means the net number of Credits allocated to the Customer account after deduction of consumed Credits and addition of purchased Credits, invoiced adjustments, manual corrections, or other entries made by Akson Robotics in connection with the Services.

      “Credit Charges” means the charges payable by the Customer for the purchase of Credits and/or for invoiced Negative Credit Balances.

      “Customer” means the organisation that places an Order for the Services (or any Trial) that is accepted by Akson Robotics.

      “Customer Data” means (i) the data inputted on the Services by the Customer or the Authorised Users in connection with the use of the Services including the Customer Personal Data and (ii) and the conclusions drawn from the results of the Services.

      “Customer Personal Data” any personal data which Akson Robotics processes in connection with the Contract, in the capacity of a processor on behalf of the Customer.

      “Danish Data Protection Act” the Danish Data Protection Act (act. no. 502 of 23 May 2018).

      “Data Protection Laws” the Danish Data Protection Act, GDPR and such other data protection and privacy legislation in force from time to time that applies to the provision of the Services.

      “Documentation” means any documentation made available to the Customer and/or any of the Authorised Users by Akson Robotics which sets out a description of the Services and the user instructions for use of the Services and/or the Software.

      “GDPR” means the General Data Protection Regulation ((EU) 2016/679).

      “Initial Subscription Term” means such period as referred to as the initial subscription term in the Order.

      “Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

      “Negative Credit Balance” means a Credit Balance below zero.

      “Normal Business Hours” 9.00 am to 4.00 pm local time in Denmark, each Business Day.

      “Order” means any order, purchase, subscription, account registration, online checkout, in-product purchase, quotation accepted by the Customer, or other ordering process by which the Customer requests paid or unpaid access to the Services, User Subscriptions, Credits, or other features, whether completed through Akson Robotics’s website, software interface, email correspondence, or any other method accepted by Akson Robotics.

      “Permitted Credit Scope” means the scope within which Credits may be used, as determined by the Customer’s Account Type, the Services, the Documentation, the Order, and any configuration or permissions made available by Akson Robotics in the platform.

      “Purpose” the purposes for which the Customer Personal Data is processed, as set out in clause 5.8(a).

      “Renewal Period” means the period described in clause 13.1.

      “Services” means the services to be provided by Akson Robotics to the Customer under the Contract as referred to in the Order or as otherwise agreed by written approval of the parties.

      “Software” the online software applications provided by Akson Robotics as part of the Services.

      “Start Date” means the start date referred to in the Order.

      “Term” has the meaning given in clause 12.1.

      “Trial” the opportunity granted by Akson Robotics for the Customer to access the Software and/or use the Services free of charge so that the Customer can evaluate whether the Software and/or the Services meet its needs.

      “Trial Period” the duration of the Trial as agreed to by Akson Robotics.

      “User Subscriptions” means the user subscriptions subscribed for by the Customer pursuant to the Contract which entitle Authorised Users to access and use the Software and the Services in accordance with the Contract.

      “User Fees” means the fees payable by the Customer to Akson Robotics as referred to in the Order for the Services, including any subscription fees, usage-based fees, Credit Charges, and any other fees agreed between the parties.

      “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

    3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

    4. The Customer accepts and becomes bound by the Contract upon the earliest of: (a) creating an account for the Services; (b) accessing or using the Services; (c) placing an Order; (d) purchasing Credits or User Subscriptions; (e) paying an invoice issued by Akson Robotics; or (f) otherwise indicating acceptance of the Contract in writing, electronically, or by conduct.

  2. USER RIGHTS
    1. Subject to the Customer paying the User Fees in accordance with the Contract, or, if relevant, subject to Akson Robotics granting the Customer a Trial, and subject to the other terms and conditions in the Contract, Akson Robotics grants to the Customer a non-exclusive, non-transferable right during the Term or Trial Period, as applicable, to permit the Authorised Users to access and use the Services, the Software and the Documentation solely for the Customer’s internal business purposes and, where expressly enabled by the Customer’s Account Type, within the Customer’s Permitted Credit Scope.
    2. In relation to the Authorised Users, the Customer undertakes that:
      1. the maximum number of Authorised Users that it authorises to access and use the Services, the Software and/or the Documentation shall not exceed the number of User Subscriptions it has purchased and/or requested from time to time;
      2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services, the Software and/or the Documentation; and
      3. each Authorised User shall keep a secure password for their use of the Services, the Software and/or the Documentation and that each Authorised User shall keep their password confidential; and
      4. it shall permit Akson Robotics or Akson Robotics designated auditor to audit the Customer’s use of the Services. Each such audit may be conducted no more than once per quarter, at Akson robotics expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; and
    3. The Customer shall not and shall ensure that the Authorised Users shall not access, store, create, distribute or transmit any material during the course of its or their use of the Services and the Software that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images or promotes unlawful violence;

      4. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      5. is otherwise illegal or causes damage or injury to any person or property;

        and Akson Robotics reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's and the Authorised Users’ access to any material that breaches the provisions of this clause.

    4. The Customer shall not and shall ensure that its Authorised Users shall not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Documentation in any form or media or by any means; or
        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Software and/or the Documentation in order to build a product or service which competes with the Software and/or the Documentation; or
      3. except to the extent expressly permitted under the Contract, the applicable Account Type, or the functionality of the Services, use the Services, the Software and/or Documentation to provide services to third parties; or
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Software and/or the Documentation available to any third party except the Authorised Users; or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services, the Software and/or the Documentation, other than as provided under this clause 2; or
      6. introduce or permit the introduction of, any Virus into Akson Robotics’s network and information systems.
    5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Akson Robotics.
    6. Services may be subject to usage limits specified in Order and Documentation. If Customer exceeds a contractual usage limit, Akson Robotics will assist Customer in reducing Customer’s usage so that it conforms to the applicable limit. If Customer continues to exceed the specified limit, Customer must, at Akson Roboticss request, either execute an Order for additional quantities of the applicable Services, and/or pay any invoice for excess usage.
    7. Certain Services are consumed on a Credit basis. Where applicable, the Customer must maintain a sufficient Credit Balance or otherwise have been granted permission by Akson Robotics to incur a Negative Credit Balance.
    8. Credits are allocated to the Customer account and may only be used within the Customer’s Permitted Credit Scope. Credits are non-transferable, non-resalable, non-assignable, and may not be pledged, exchanged for cash, or otherwise redeemed.
    9. Unless otherwise expressly permitted by the Customer’s Account Type and the functionality of the Services, Credits may only be consumed by Authorised Users acting within the Customer’s own account scope.
    10. Where the Customer’s Account Type expressly allows it, Credits may be consumed by Authorised Users when initiating missions or processing activities in relation to other farms, fields, entities, or end customers administered through the Services, provided always that such use remains within the permissions and scope configured by Akson Robotics.
    11. By way of illustration only and without limitation, Akson Robotics may designate different Permitted Credit Scopes for different Account Types, including:
      1. Farm accounts, where Credits may only be used within that farm account;
      2. Farm+ accounts, where Credits may additionally be used by authorised users with relevant administrative access in relation to neighbouring or related farm properties administered through the Services; and
      3. Advisory accounts, where Credits may be used across farms or end customers managed under the advisory account structure, but not by independent end customers acting outside that advisory account scope.
    12. The Customer is responsible for all Credit consumption incurred through its account, its Authorised Users, and any permissions, access rights, workflows, or administrative structures configured under or through the Customer account.
    13. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless Akson Robotics expressly agrees in writing.
  3. ADDITIONAL USER SUBSCRIPTIONS
    1. The Customer may, from time to time during any Subscription Term, purchase and/or request additional User Subscriptions and Akson Robotics shall grant access to the Services, the Software and the Documentation to such additional Authorised Users in accordance with the provisions of the Contract.
    2. If such additional User Subscriptions are paid User Subscriptions and is purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Akson Robotics for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
    3. The Customer may, from time to time during the Term, purchase additional Credits. Purchased Credits shall be credited to the applicable Customer account when the relevant order and payment have been accepted or processed by Akson Robotics or its payment provider.
    4. Unless otherwise expressly agreed in writing, purchased Credits are permanent and do not expire.
    5. Akson Robotics reserves the right to determine, change, or update the number of Credits required for specific Services, mission types, processing activities, or other usage events from time to time.
  4. SERVICES
    1. Akson Robotics shall, during the Term, provide the Services and make available the Software and the Documentation to the Customer and its Authorised Users on and subject to the provisions of the Contract.
    2. Akson Robotics shall use all reasonable commercial endeavours to make the Software and the Services available in accordance with the support and service levels set forth herein.
    3. Akson Robotics may make available in the Services information regarding Credit Balances, Credit consumption history, estimated Credit requirements, mission-specific Credit rates, Account Type permissions, payment status, invoices, and Account Lock status. Such information is provided for operational convenience, and Akson Robotics’s records shall prevail in the event of discrepancy, manifest error excepted.
  5. CUSTOMER DATA
    1. For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Danish Data Protection Act.
    2. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Laws
    3. The parties have determined that, for the purposes of the Data Protection Laws:
      1. Akson Robotics shall act as controller of the personal data set out in paragraph 1.1 of Part 1 of Schedule 1;
      2. Akson Robotics shall process the personal data set out in paragraph 1.2 of Part 1 of Schedule 1 as a processor on behalf of the Customer.
    4. Should the determination in clause 5.3 change, then each party shall work together in good faith to make any changes which are necessary to Schedule 1.
    5. By entering into the Contract, the Customer consents to (and shall procure all required consents, from its Authorised Users) in respect of all actions taken by Akson Robotics in connection with the processing of Akson Robotics Personal Data.
    6. Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Akson Robotics Personal Data and Customer Personal Data to Akson Robotics and/or lawful collection of the same by Akson Robotics for the duration and purposes of the Contract.
    7. In relation to the Customer Personal Data, Part 2 of Schedule 1 sets out the scope, nature and purpose of processing by Akson Robotics, the duration of the processing and the types of personal data and categories of data subject.
    8. Without prejudice to the generality of clause 5.2 Akson Robotics shall, in relation to Customer Personal Data:
      1. process that Customer Personal Data only on the documented instructions of the Customer, unless Akson Robotics is required by Applicable Laws to otherwise process that Customer Personal Data. Where Akson Robotics is relying on Applicable Laws as the basis for processing Customer Processor Data, Akson Robotics shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Akson Robotics from so notifying the Customer on important grounds of public interest. Akson Robotics shall inform the Customer if, in the opinion of Akson Robotics, the instructions of the Customer infringe Data Protection Laws;
      2. implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3. ensure that any personnel engaged and authorised by Akson Robotics to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Akson Robotics), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
      6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Contract unless Akson Robotics is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by Akson Robotics; and
      7. maintain records to demonstrate its compliance with this clause 5 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.
    9. The Customer hereby provides its prior, general authorisation for Akson Robotics to:
      1. appoint processors to process the Customer Personal Data, provided that Akson Robotics:
        1. shall ensure that the terms on which it appoints such processors comply with Data Protection Laws, and are consistent with the obligations imposed on Akson Robotics in this clause 5;
        2. shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Akson Robotics; and
        3. shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Akson Robotics's reasonable satisfaction, that the objection is due to an actual or likely breach of the Data Protection Laws, the Customer shall indemnify Akson Robotics for any losses, damages, costs (including legal fees) and expenses suffered by Akson Robotics in accommodating the objection;
      2. transfer Customer Personal Data outside of the EEA as required for the Purpose, provided that Akson Robotics shall ensure that all such transfers are effected in accordance with the Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Akson Robotics, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time.
    10. Either party may, at any time on not less than 30 days' notice, revise clause 5.9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
    11. If any loss or damage to Customer Data is caused by the Customer or any of the Authorised Users, Akson Robotics may charge the Customer for the reasonable costs of restoring the Customer Data, such costs to be agreed between Akson Robotics and the Customer in advance.
  6. AKSON ROBOTICS'S OBLIGATIONS
    1. Akson Robotics undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care and that the Software will function substantially in accordance with the Documentation.
    2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services or the Software contrary to Akson Robotics’s instructions, or modification or alteration of the Services or the Software by any party other than Akson Robotics or Akson Robotics’s duly authorised contractors or agents. If the Services or the Software do not conform with the foregoing undertaking, Akson Robotics will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
    3. Akson Robotics:
      1. does not warrant that the Customer’s use of the Services or of the Software will be uninterrupted or error-free; or that the Services, the Software, the Documentation and/or the information or functionality obtained by the Customer through the Services and the Software will meet the Customer’s requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, the Software and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  7. CUSTOMER'S OBLIGATIONS
    1. The Customer shall:
      1. provide Akson Robotics with:
        1. all necessary co-operation in relation to the Contract, and
        2. all necessary access to such information as may be reasonable required by Akson Robotics,in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
      2. without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;
      3. ensure that its account structure, user permissions, farm relationships, administrative access rights, and any advisory or multi-farm workflows are configured and used in accordance with the applicable Account Type and Permitted Credit Scope. The Customer remains responsible for any Credit consumption resulting from permissions granted by the Customer or its Authorised Users;
      4. carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Akson Robotics may adjust any agreed timetable or delivery schedule as reasonably necessary;
      5. ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with the Contract and shall be responsible for any Authorised User’s breach of the Contract;
      6. obtain and shall maintain all necessary licences, consents, and permissions necessary for Akson Robotics, its contractors and agents to perform their obligations under the Contract, including, without limitation, the Services;
      7. ensure that its network and systems comply with the relevant specifications provided by Akson Robotics from time to time; and
      8. be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Akson Robotics’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
    2. The Customer shall not knowingly submit to or process through the Services any special categories of personal data within the meaning of Article 9 GDPR, or personal data relating to criminal convictions and offences within the meaning of Article 10 GDPR, unless Akson Robotics has expressly agreed in writing in advance. The Customer shall use reasonable efforts not to upload images, recordings, or other content containing identifiable natural persons except where strictly necessary for the Customer’s lawful use of the Services and where the Customer has an appropriate legal basis and has provided any required notices. The Customer remains solely responsible for the legality of any personal data submitted to the Services by or on behalf of the Customer.
  8. CHARGES AND PAYMENT
    1. The Customer shall pay the User Fees to Akson Robotics in accordance with this clause 8.
    2. Unless otherwise specified in the Order or on the relevant invoice, the Customer shall pay all amounts due under each invoice raised by Akson Robotics within fourteen (14) days of the invoice date.
      1. Certain Services are charged through the purchase and consumption of Credits rather than or in addition to subscription fees or other charges.
      2. Credits are purchased in advance and allocated to a specific Customer account. Credits do not constitute stored value, electronic money, a deposit, or any other monetary instrument, and do not represent a banked currency amount after purchase.
      3. Purchased Credits are non-cancellable and non-refundable, including upon suspension, Account Lock, partial use, non-use, termination of the Contract, or downgrade of the Customer’s account, except where non-excludable law provides otherwise.
      4. Credits do not expire unless otherwise expressly agreed in writing.
      5. Akson Robotics may permit certain Customers, at its sole discretion, to incur a Negative Credit Balance. Akson Robotics may enable, disable, limit, or withdraw such functionality at any time.
      6. Any Negative Credit Balance existing at the end of a calendar month may be automatically invoiced by Akson Robotics in an amount corresponding to the Credits required to bring the Customer’s Credit Balance back to zero.
      7. If the Customer purchases sufficient additional Credits before the end of the relevant calendar month to eliminate the Negative Credit Balance, no invoice under clause 8.2(f) shall be issued for that Negative Credit Balance.
      8. If an invoice has already been issued under clause 8.2(f), any further purchase of Credits shall be applied as a separate addition to the Customer’s Credit Balance and shall not in itself cancel or discharge the invoiced payment obligation unless Akson Robotics expressly agrees otherwise.
      9. Credit pricing, quantity-based pricing, mission-specific Credit rates, and other usage metrics may vary by Customer, Account Type, geography, Service configuration, commercial agreement, campaign, or other factors determined by Akson Robotics from time to time.
      10. All Credit Charges and other fees are exclusive of VAT and any similar taxes, duties, or levies, which shall be added where applicable in accordance with law and the Customer’s place of supply.
      11. Akson Robotics’s records of Credit purchases, Credit consumption, Credit Balances, invoiced Negative Credit Balances, and payment postings shall be prima facie evidence of the Customer’s usage and amounts due, absent manifest error.
    3. If Akson Robotics has not received a payment due to it under the Contract by its due date, then, without prejudice to any other rights and remedies of Akson Robotics:
      1. Akson Robotics may, without liability to the Customer, impose an Account Lock and thereby restrict the Customer’s and the Authorised Users’ ability to initiate new uploads, start new missions, or otherwise consume further Credits, and Akson Robotics may suspend access to all or part of the Services or the Software if the relevant invoice(s) remain unpaid;
      2. interest shall accrue on a daily basis on such due amounts at a monthly rate of 1.5% commencing on the due date and continuing until fully paid, whether before or after judgment; and
      3. if non-payment continues, Akson Robotics may, at its option and without prejudice to any other right or remedy, maintain the Account Lock, suspend access to all or part of the Services, terminate the Contract in accordance with clause 13, and/or delete Customer Data in accordance with the Contract and applicable law.
    4. All amounts and fees stated or referred to in the Contract shall be payable in the currency in which they are invoiced and shall be subject to the provisions of this clause 8.
  9. PROPRIETARY RIGHTS
    1. The Customer acknowledges and agrees that Akson Robotics and/or its licensors own all intellectual property rights in the Services, the Software and the Documentation including, without limitation, in the product of any development, design and/or integration work that Akson Robotics may carry out for the Customer including where any elements of such product were developed as a result of or using the Customer’s ideas, suggestions or other feedback supplied by the Customer. Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Software, the Documentation or the product of any development, design and/or integration work that Akson Robotics may carry out for the Customer. Akson Robotics shall own all intellectual property rights to Adapted Customer Data on the terms set forth in clause 9.1. Subject to the Contract and payment of all undisputed amounts due, the Customer is granted a worldwide, non-exclusive, non-transferable licence to use the Adapted Customer Data for the Customer’s internal business purposes. Such licence shall continue after expiry or termination of the Contract in respect of Adapted Customer Data generated before such expiry or termination, unless the Contract has been terminated by Akson Robotics due to the Customer’s material breach, fraud, unlawful use of the Services, or wilful non-payment.
    2. Akson Robotics confirms that it has all the rights in relation to the Services, the Software and the Documentation that are necessary to grant all the rights it purports to grant under the Contract.
    3. Customer grants Akson Robotics, its affiliates and servicerproviders a worldwide, limited-term license to host, copy, use, transmit, and display any thirdparty apps created by or for Customer or for use by Customer with the Services, and Customer Data, each as appropriate for Akson Robotics to provide and ensure proper operation of the Services in accordance with the Contract. If Customer chooses to use a thirdparty app with a Service, Customer grants Akson Robotics permission to allow the thirdparty app and its provider to access Customer Data and information about Customer’s usage of the thirdparty pp as appropriate for the interoperation of that thirdparty app with the Service. Subject to the limited licenses granted herein, Akson Robotics acquires no right, title or interest from Customer or its licensors under this Contract in or to any Customer Data or thirdparty app.
    4. The purchase or use of Credits grants no ownership right in the Services, the Software, or any intellectual property of Akson Robotics, and only entitles the Customer to consume the relevant Services in accordance with the Contract.
    5. Subject always to clause 5 and applicable Data Protection Laws, Akson Robotics may access, use, analyse, and compile Customer Data, including maps, images, uploads, and related operational information submitted to or generated through the Services, to the extent reasonably necessary to provide, maintain, secure, support, develop, train, and improve the Services and Akson Robotics’s related products, features, models, and functionalities. Akson Robotics shall not disclose the Customer’s non-aggregated Customer Data to other customers except as required to provide the Services, as permitted by the Contract, or as required by law. The Customer retains ownership of its Customer Data. Akson Robotics retains ownership of the Services, the Software, system performance data, usage analytics, machine learning models and algorithms, and aggregated or de-identified outputs, insights, and improvements derived from the operation of the Services.
  10. CONFIDENTIALITY
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party’s Confidential Information shall not be deemed to include information that:
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party’s lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence.
    2. Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Contract.
    3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its affiliates, employees or agents in violation of the provisions of the Contract.
    4. The Customer acknowledges that details of the Services, the Software and the Documentation constitute Akson Robotics’s Confidential Information.
    5. Akson Robotics acknowledges that the Customer Data is the Confidential Information of the Customer.
    6. Unless the Customer requests otherwise in writing, Akson Robotics may include the Customer’s name and logo in its marketing materials.
    7. The above provisions of this clause 10 shall survive termination of the Contract, however arising.
  11. NON AKSON ROBOTICS SERVICES
    1. Akson Robotics or third parties may make third-party products or services, including, for example, Non-Akson Robotics apps, software and API available to Customer. Any use by Customer of such products or services, and any exchange of data between Customer and any third party provider, product or service is solely between Customer and the applicable provider.
    2. Akson Robotics does not warrant or support any third party apps or other third party products or services, unless expressly provided otherwise in an Order. Akson Robotics is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such thirdparty applications, products or services.
    3. The Services may contain features designed to interoperate with Non-Akson Robotics apps. Akson Robotics undertakes no warranties towards the continued availability of such Service features, and may cease providing themwithout entitling Customer to any refund, credit, or other compensation.
  12. LIMITATION OF LIABILITY
    1. Except as expressly and specifically provided in the Contract:
      1. the Customer assumes sole responsibility for results obtained from the use of the Services, the Software and the Documentation by the Customer, and for conclusions drawn from such use, including the use of images and maps generated by the Service. Akson Robotics does not warrant that any results generated by the Service is fit for a particular purpose, including that generated maps are accurate and that weeds etc., are marked correctly and explicitly disclaims any liability arising from the use of images or maps generated by the services. Akson Robotics shall have no liability for any damage caused by errors or omissions in any information, statistics, text, images, instructions, “prompts” or scripts provided to Akson Robotics, the Services, Software and Documentation, by the Customer in connection with the Services, or any actions taken by Akson Robotics at the Customer’s direction;
      2. The Customer is solely responsible for any results generated by the Services and has been made aware that results are auto-generated and as such Customer is obligated to ensure that the results are appropriate for the intended use.
      3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and
      4. the Services, the Software and the Documentation are provided to the Customer on an “as is” basis.
    2. Nothing in the Contract excludes the liability of Akson Robotics:
      1. for death or personal injury caused by Akson Robotics’s negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. for any other liability that cannot be excluded in law.
    3. Subject to Clause 12.1 and Clause 12.2:
      1. Akson Robotics shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract; and
      2. Akson Robotics’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall not exceed the cap. The cap is one hundred per cent (100%) of the total charges in the Contract Year in which the breach of contract, tort, duty, misrepresentation or other default attributable to Akson Robotics occurred. The total charges means all sums paid to Akson Robotics by the Customer under the Contract in the Contract Year in which the breach of contract, tort, duty, misrepresentation or other default attributable to Akson Robotics occurred.
  13. TERM AND TERMINATION
    1. The Contract shall, unless otherwise terminated as provided in this clause 13, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for successive periods each equal to the period of the Initial Subscription Term (each a Renewal Period), unless:
      1. either party notifies the other party in writing at least three month before the expiry of the Initial Subscription Term or any subsequent Renewal Period that it does not wish to receive or supply the Services beyond the expiry of the Initial Subscription Term or any subsequent Renewal Period; or
      2. otherwise terminated in accordance with the provisions of the Contract;
      The Initial Subscription Term together with any subsequent Renewal Period shall constitute the Term.
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
      2. the other party commits a material breach of any other provisions of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so; or
      3. the other party makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed.
    3. For the avoidance of doubt, Akson Robotics may impose an Account Lock under clause 8 before exercising any right of suspension or termination under this clause 13.
    4. On termination of the Contract for any reason:
      1. all licences granted under the Contract shall immediately terminate and the Customer shall and shall procure that the Authorised Users shall immediately cease all access and use of the Services and the Documentation;
      2. the Customer shall and shall procure that the Authorised Users shall immediately and permanently erase any software made available or supplied by Akson Robotics to the Customer;
      3. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
      4. Akson Robotics may destroy or otherwise dispose of any of the Customer Data in its possession unless Akson Robotics receives, no later than 30 days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Akson Robotics shall use reasonable commercial endeavours to deliver the back-up to the Customer within 45 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
      5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced; and
      6. upon termination of the Contract for any reason, any unused Credits remaining on the Customer account shall be forfeited without refund, compensation, or cash redemption, unless otherwise expressly agreed in writing or required by non-excludable law.
  14. SERVICE LEVEL
    1. The Services shall be available 99.5%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Akson Robotics’ reasonable control will also be excluded from any such calculation.
  15. FORCE MAJEURE
    1. Akson Robotics shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including epidemic, pandemic, strikes, lock-outs or other industrial disputes (whether involving the workforce of Akson Robotics or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
  16. VARIATION


    No variation of the Contract shall be effective unless it is agreed by Akson Robotics in writing, including by email, through the Services, in an Order, quotation, invoice, or other written commercial communication, except for changes made by Akson Robotics in accordance with clause 23.

  17. WAIVER


    No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  18. SEVERANCE
    1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
    2. If any provision or part-provision of the Contract is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  19. ENTIRE AGREEMENT
    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  20. ASSIGNMENT
    1. The Customer shall not, without the prior written consent of Akson Robotics, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. Akson Robotics may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  21. THIRD PARTY RIGHTS


    The Contract does not confer any rights on any person other than Akson Robotics and the Customer.

  22. NOTICES
    1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (a) delivered by hand to its registered office (if a company) or its principal place of business (in any other case); (b) sent by email to (for Akson Robotics) info@akson-robotics.dk or (for the Customer) one of the email addresses registered on the Customer’s account with Akson Robotics.
    2. Any notice shall be deemed to have been received if (a) delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or (b) if sent by email at the time of the transmission provided that no bounce back message is received. This clause 22 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  23. CHANGE OF THE TERMS
    1. Akson Robotics may amend these Conditions from time to time by giving the Customer not less than thirty (30) days’ prior notice. Notice may be given by email, through the Services, by invoice notice, or by posting the updated Conditions on Akson Robotics’s website together with the effective date.
    2. The amended Conditions shall take effect on the date stated in the notice and shall thereafter apply to the Customer’s continued access to and use of the Services.
    3. If the Customer does not agree to an amendment that is materially detrimental to the Customer, the Customer may terminate the Contract by written notice to Akson Robotics before the effective date of the amendment. Continued use of the Services after the effective date constitutes acceptance of the amended Conditions.
    4. Without prejudice to clauses 23.1 to 23.3, Akson Robotics may from time to time update Credit pricing, quantity-based pricing, Credit consumption rates, Account Type features, Permitted Credit Scope, and related operational billing parameters by updating the relevant pricing, Documentation, or functionality made available through the Services, and any such update shall take effect in accordance with this clause 23 and any mandatory applicable law.
    5. Clause 23 constitutes an agreed mechanism for amendment of these Conditions and shall apply notwithstanding clause 16.
  24. GOVERNING LAW AND JURISDICTION
    1. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Denmark, to the exclusion of any rules on choice of law or jurisdiction that would refer the subject matter to another governing law or jurisdiction.
    2. Each party irrevocably agrees that the courts of Denmark shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 - Data Protection

Part 1 - Role of the parties

  1. Where Akson Robotics acts as a controller:
    1. when processing personal data contained within correspondence between the Customer’s staff (including Authorised Users) and Akson Robotics’s staff and/or documents relating to the establishment, management, audit and operation of the Contract including the Services, orders for Services and payment for the Services and any other communications which Akson Robotics may wish to rely on to establish its rights and liabilities under the Contract; and
    2. when processing the personal data of the Customer’s staff (including Authorised Users) for marketing purposes.
  2. Where Akson Robotics acts as a processor:
    1. save as set out in paragraph 1. of this Part 1 of this Schedule, when processing the personal data of the Customer’s staff (including Authorised Users) and any other data subjects (other than Akson Robotics’s staff) whose personal data is inputted on or collected by the Software in connection with the Contract.

Part 2 - Particulars of processing

  1. Scope:


    The collection and storage of the personal data of the Authorised Users using the Services.

  2. Nature:


    Collecting and storing personal data on the Software.

  3. Purpose of processing:


    To enable Akson Robotics to deliver the Services and the Customer and its Authorised Users to receive the benefit of the Services including access to the Services.

  4. Duration of the processing:


    The duration of the Contract and such reasonable time after this period to enable Akson Robotics to transfer or delete the relevant data or as otherwise agreed between the parties.

  5. Types of personal data:


    Name, contact details, training data, work performance data and such other personal data as processed by Akson Robotics as a data processor in connection with the Contract.

  6. Categories of data subject:


    The Authorised Users and such other data subjects whose personal data is processed by Akson Robotics as a data processor in connection with the Contract.