Sales Agreement | DigiPestControl

Contrat De Vente

digipestcontrol — SaaS Service and Usage License Agreement

(Accepted electronically upon the initial package/subscription purchase or account creation.)

ARTICLE 1 – SUBJECT, NATURE, AND SCOPE OF THE AGREEMENT

1.1. The subject of this Agreement is to determine the terms regarding the use by the Customer of the cloud-based software service (“Software”), offered under the digipestcontrol brand through related domain names and/or applications, which may include pest monitoring, field operation management, reporting, IoT data collection, and similar modules, and to regulate the rights and obligations of the parties.

1.2. This Agreement is not a sales agreement for goods; it is a service agreement and a usage license agreement based on a subscription/term-access model. The Customer acknowledges that the Software may be provided through third-party infrastructures (cloud hosting, network providers, notification services, payment infrastructures, etc.).

1.3. The Software is provided on an “as is” and “as available” basis. Unless prohibited by mandatory law, no express or implied warranty is provided regarding uninterrupted operation, error-free performance, a specific level of performance, fitness for a particular purpose, or suitability for the Customer’s specific expectations. The SELLER reserves the right to update, modify, remove, or add features over time (to the extent permitted by applicable law).

ARTICLE 2 – PARTIES AND ACCEPTANCE CONDITIONS

2.1. SELLER / Provider: The legal entity providing the digipestcontrol service (referred to herein as the “SELLER” or “Provider”).
Company Name: [Company name]
Address: [Address]
E-mail: [Support e-mail]
Tax/ID: [Tax number / company registration number]

2.2. CUSTOMER: The natural or legal person who creates an account on the Software and/or purchases a subscription/package to benefit from the Software for commercial/professional purposes (“Customer”). The person acting on behalf of the Customer declares that they are authorized to accept this Agreement.

2.3. By creating an account, purchasing a subscription/package, giving “I accept” approval, accessing or continuing to use the Software, the Customer acknowledges that they have read, understood, and electronically accepted this Agreement in a legally binding manner; furthermore, the Customer accepts that the information shared during registration is accurate and up to date and that notifications made through such communication channels shall be deemed valid.

ARTICLE 3 – DEFINITIONS

3.1. Software / Service: The SaaS service offered through digipestcontrol and related subdomains, mobile applications, APIs, and panels, including modules, updates, bug fixes, and new versions.

3.2. Account / User: The primary account created by the Customer and the sub-user accounts authorized by the Customer. All actions of Users shall bind the Customer.

3.3. Customer Data: Any data, content, records, visuals, reports, outputs, location/station information, and similar elements entered, uploaded, transferred from IoT devices, generated, or processed through the Software by the Customer and/or Users. (If personal data is included, data protection provisions shall additionally apply.)

ARTICLE 4 – INTELLECTUAL PROPERTY RIGHTS AND USAGE LICENSE

4.1. All rights related to the Software.
All intellectual and industrial property rights related to the Software and all components associated with the Software (including modules, interface designs, workflows, templates, report formats, database schemas, algorithms, source codes, documentation, updates, trademarks/domain name elements) belong exclusively to the SELLER or its licensors. No ownership right is transferred to the Customer under this Agreement; only a limited usage license is granted.

4.2. Scope and limitations of the license.
The Customer is granted a non-transferable, non-sublicensable, non-exclusive, revocable, and limited usage license solely for use within its own commercial/professional activities during the purchased subscription/package period. The Customer may not: (i) copy/reproduce the Software, (ii) reverse engineer the Software, (iii) attempt to access the source code, (iv) rent, sell, or re-license the Software, or (v) use the Software to develop a competing/similar product.

4.3. Feedback and developments.
The SELLER shall have the worldwide, perpetual, royalty-free right to use, adapt, and integrate into its products any suggestions, requests, bug reports, improvement ideas, and similar feedback (“Feedback”) submitted by the Customer regarding the Software. Unless explicitly agreed otherwise in writing between the parties, special developments/customizations made upon the Customer’s request shall remain the intellectual property of the SELLER; the SELLER reserves the right to reuse/adapt them for other customers.

ARTICLE 5 – TERMS OF USE, AUTHORIZATION, AND ACCOUNT SECURITY

5.1. Account management and responsibility.
The Customer is solely responsible for the creation of the Account and Users, authorization levels, protection of passwords/access credentials, and supervision of Users’ actions. All transactions performed within the Software by Users defined on behalf of the Customer shall bind the Customer.

5.2. Security obligations.
The Customer is obliged to implement reasonable administrative and technical measures, including strong password policies, multi-factor authentication (if available), “least privilege” access design, deactivation of former employee accounts, protection of API keys, and ensuring device/client security. In case of suspicion of unauthorized access, the Customer shall immediately notify the SELLER and take necessary precautions.

5.3. Prohibited use.
The Customer may not use the Software for unlawful purposes, in violation of third-party rights, for malware distribution/phishing/spam purposes, for unauthorized access or exploitation of security vulnerabilities, in a manner that overloads the system (DDoS, automation abuse, etc.), or in a way that harms the SELLER’s infrastructure. Such violations shall constitute a material breach of contract.

5.4. Suspension and access restriction.
The SELLER reserves the right to temporarily suspend, restrict, or terminate access without prior notice where necessary in cases of: (i) security breach/suspicion, (ii) use contrary to the Agreement, (iii) allegations of third-party rights violations, (iv) payment default, or (v) situations threatening system integrity/other customers. If possible, the Customer shall be notified within a reasonable time.

ARTICLE 6 – DATA PROTECTION (GDPR), DATA PROCESSING TERMS (DPA), AND INTERNATIONAL TRANSFERS

6.1. Determination of roles: Controller / Processor.
With respect to personal data uploaded to or processed through the Software, the Customer generally acts as the Data Controller, while the SELLER acts as the Data Processor solely within the scope of providing the Software and limited to the Customer’s instructions. The parties agree to comply with applicable data protection legislation (EU GDPR, UK GDPR, and other applicable data protection laws).

6.2. Subject, purpose, duration, and data types of processing.
The SELLER processes personal data only to the extent necessary for: (i) providing, operating, supporting, securing, and troubleshooting the Software, and (ii) fulfilling the Agreement. Processing duration is generally limited to the subscription/agreement term; retention and deletion/anonymization conditions upon termination are regulated under Article 6.7. Processed data categories may vary depending on the Customer’s use (e.g., user/account data, contact data, operational records, location/station information, device telemetry, log records).

6.3. Customer instructions and legality.
Before transferring personal data to the Software, the Customer is responsible for ensuring the required legal basis (e.g., contract, legitimate interest, explicit consent, etc.) and informing data subjects. The SELLER is obliged to implement the Customer’s instructions; if the SELLER reasonably considers an instruction to be clearly contrary to GDPR/applicable law, it shall inform the Customer.

6.4. Sub-processors and third parties.
The SELLER may use sub-processors for hosting, e-mail/SMS notifications, monitoring-analysis, logging, payment infrastructures, and similar purposes. The SELLER shall exercise reasonable care in selecting sub-processors and enter into agreements with them containing data protection obligations at least equivalent to those in this Article. The Customer acknowledges the use of sub-processors as inherent to the nature of the service. Where technically feasible, the SELLER shall endeavor to notify the Customer of significant changes regarding sub-processors.

6.5. Security measures (TOMs) and confidentiality.
The SELLER implements reasonable administrative and technical measures to ensure the security of personal data (e.g., access control, role-based authorization, logging, secure development and vulnerability management, encryption/communication security, redundancy/monitoring, incident response processes). SELLER personnel and sub-processors are subject to confidentiality obligations. The Customer is also responsible for the security of its own access devices, user management, and data entries.

6.6. Data breach notification.
When the SELLER reasonably confirms a security breach affecting personal data, it shall notify the Customer without undue delay to the extent required by applicable law and provide reasonable cooperation to mitigate the effects of the incident. Final responsibility regarding notification obligations to regulatory authorities/data subjects lies with the Customer (Controller).

6.7. End of contract: return/transfer, deletion, and retention.
Upon termination of the Agreement, the Customer is responsible for: (i) retrieving its data using the export/download tools provided within the Software, and (ii) retaining records it is legally required to keep within its own systems. Unless otherwise agreed in writing, the SELLER does not undertake post-contract data retention obligations. Where technically feasible and upon written request by the Customer, paid data export services may be provided within [X] days following termination. After this period, the SELLER may irreversibly delete or anonymize Customer data (except where legal retention obligations apply).

6.8. International data transfers.
Where personal data is transferred outside the EU/UK, the SELLER aims to use transfer mechanisms compliant with applicable law (e.g., Standard Contractual Clauses (SCCs), UK Addendum, adequacy decisions, or other valid mechanisms). The Customer is responsible for its own transfer risk assessments and for providing necessary disclosures/conditions.

ARTICLE 7 – SERVICE INTERRUPTIONS, MAINTENANCE, SLA, AND FORCE MAJEURE

7.1. Nature and availability of the service.
The Customer acknowledges that the Software depends on internet infrastructure, third-party data centers, and service providers, and therefore planned or unplanned interruptions, delays, or performance degradations may occur from time to time. Availability of the Software depends on the package used and whether a separately written Service Level Agreement (SLA) exists.

7.2. Planned maintenance and updates.
The SELLER may perform planned maintenance and updates for security, performance, and system improvements. Such activities shall, where possible, be conducted during low-traffic periods. Temporary interruptions due to planned maintenance shall not constitute a breach of contract and shall not give rise to compensation rights.

7.3. Absence of SLA and special SLA.
Unless otherwise agreed in writing, no commitment is made under this Agreement regarding a specific availability ratio (% uptime), response time, or resolution time. If a separate SLA has been signed between the parties, only the commitments expressly regulated therein shall apply.

7.4. Interruptions caused by third parties and infrastructure.
The SELLER shall not be held liable, except in cases of gross negligence, for interruptions caused by data center failures, internet service provider problems, cyberattacks, power outages, DNS issues, third-party software/service failures, or governmental authority decisions.

7.5. Force majeure.
Natural disasters, war, terrorism, riots, strikes, lockouts, epidemics/pandemics, legislative changes, governmental actions, widespread infrastructure outages, and similar events beyond the reasonable control of the parties shall be considered force majeure. Obligations shall be suspended during the force majeure period; such situations shall not constitute a breach of contract.

ARTICLE 8 – LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. Exclusion of indirect damages.
Subject to applicable mandatory legal provisions, the SELLER shall not be liable for loss of profit, business loss, data loss, reputational damage, customer loss, indirect/incidental/consequential damages, or third-party claims.

8.2. Maximum liability limit.
The SELLER’s total liability arising from this Agreement shall be limited to the total service fees actually paid by the Customer to the SELLER during the last 12 (twelve) months preceding the date on which the dispute arose. This limit applies to total liability in case of multiple claims.

8.3. Exceptions.
The above limitations shall not apply in cases of willful misconduct, gross negligence, or liabilities arising from unlawful processing of personal data that cannot be limited under mandatory law.

8.4. Indemnification.
The Customer agrees to defend and indemnify the SELLER against claims arising from: (i) unlawful use of the Software, (ii) violation of third-party rights, (iii) unlawful nature of Customer Data, or (iv) violation of data protection obligations.

8.5. Acceptance of risk.
The Customer acknowledges that the Software is an operational management tool and that final commercial, legal, and administrative decisions remain its own responsibility. The SELLER shall not be responsible for commercial outcomes arising from the use of the Software.

ARTICLE 9 – FEES, BILLING, PAYMENT, AND REFUND POLICY

9.1. Pricing and packages.
Software usage fees shall be applied in accordance with the pricing principles determined through the digipestcontrol website, proposal documents, or written agreements between the parties. The SELLER reserves the right to change pricing for future periods; price changes shall apply during renewal periods.

9.2. Billing and taxes.
Service fees may be invoiced monthly, annually, or campaign-based. Invoices shall be issued electronically. Taxes, including VAT/GST and similar indirect taxes, unless otherwise stated, are borne by the Customer and collected separately in accordance with applicable legislation.

9.3. Payment obligation and default.
The Customer is obliged to pay invoiced amounts in full within the specified period. In the event of non-payment or cancellation of the transaction by the payment institution, the SELLER shall have the right to suspend the service or terminate the Agreement.

9.4. Refund and withdrawal.
The Software service shall be deemed to have commenced upon provision of access. Subject to mandatory consumer law provisions, paid service fees for B2B subscriptions are non-refundable. If a free trial period has been provided, cancellation must occur within the trial period.

9.5. Automatic renewal and cancellation.
Unless otherwise stated, the subscription may automatically renew at the end of the term. The Customer acknowledges that unless a cancellation request is created through the account before the renewal date, the relevant period fee shall be charged.

ARTICLE 10 – TERM, RENEWAL, TERMINATION, AND SUSPENSION

10.1. Effectiveness and duration of the Agreement.
This Agreement enters into force upon the Customer’s purchase of a subscription/package and electronic approval. The Agreement term depends on the purchased subscription period (monthly/annual, etc.).

10.2. Automatic renewal.
Unless otherwise agreed in writing, the Agreement shall automatically renew for the same term at the end of the subscription period. The Customer acknowledges that if the subscription is not canceled through the account before the renewal date, the renewal fee shall be charged.

10.3. Termination by the Customer.
The Customer may terminate the Agreement by canceling the subscription through the account. Termination shall take effect at the end of the current subscription period; subject to mandatory legislation, no refund shall be made for unused periods.

10.4. Termination by the SELLER.
The SELLER may immediately terminate the Agreement or suspend access in cases of: (i) payment default, (ii) material breach of contract, (iii) unlawful use, (iv) violation of third-party rights, or (v) data security breaches.

10.5. Effects of termination.
Upon termination of the Agreement, all usage rights of the Customer regarding the Software shall cease. Data download and deletion processes are subject to ARTICLE 6 provisions. Termination shall not eliminate the rights and receivables accrued until the termination date.

ARTICLE 11 – COMPLIANCE WITH LEGISLATION AND INDUSTRY RESPONSIBILITY

11.1. Nature of the Software.
digipestcontrol is a software tool supporting pest control, field operation management, and IoT data monitoring processes. The Software does not guarantee automatic compliance with the legislation of any country.

11.2. Responsibility for legal compliance.
The Customer is solely responsible for complying with all legal regulations applicable in the countries where it operates (health, environment, occupational safety, biocidal products, data protection, etc.). Compliance of records and reports generated through the Software with legislation is the Customer’s responsibility.

11.3. Audits and sanctions.
The SELLER shall not be responsible for administrative fines, sanctions, or operational restrictions arising from audits conducted by public institutions or regulatory authorities; such responsibility belongs to the Customer.

11.4. No advisory nature.
No content, template, report, or recommendation within the Software constitutes legal, financial, or technical advice. The Customer is obliged to obtain professional consultancy where necessary.

11.5. International use.
The Software may be used in different countries; however, compliance with local legislation and obtaining necessary permits/licenses are entirely the Customer’s responsibility.

ARTICLE 12 – SUPPORT SERVICES, TRAINING, AND ADDITIONAL SERVICES

12.1. Standard support.
The SELLER provides reasonable support channels for receiving and evaluating bug reports regarding the technical functioning of the Software. Support services are limited to specified working hours and communication methods.

12.2. Requests outside scope.
Special development, integration, data migration, data restoration, custom report design, training, and consultancy services are not included within the standard subscription scope. Such services shall only be provided through separate written agreement and additional fees.

12.3. Response and resolution time.
Unless otherwise agreed in writing, no specific response or resolution time commitment is provided. In critical error situations, the SELLER is obliged to use reasonable efforts.

12.4. Training services.
Training and user onboarding services may be subject to a separate service agreement. There is no obligation to provide continuous free training.

12.5. Communication policy.
The SELLER reserves the right to prioritize support requests and determine response times; there is no commitment to instant messaging or 24/7 support (unless otherwise agreed in writing).

ARTICLE 13 – AGREEMENT AMENDMENTS, UPDATES, AND ELECTRONIC APPROVAL

13.1. Right to amend.
The SELLER reserves the right to unilaterally update the provisions of this Agreement in line with legislative changes, technical/operational updates in the scope of the service, or commercial requirements. Amendments become effective on the date of publication or the specified effective date.

13.2. Notification and acceptance.
Amendments to the Agreement may be notified to the Customer through the website, user panel, or e-mail. Continued use of the Software after such amendments means that the Customer accepts the updated Agreement. Cases where mandatory legislation requires explicit consent are reserved.

13.3. Validity of electronic records.
The parties acknowledge that approvals, transaction records, timestamps, logs, and digital data created electronically constitute legally valid and binding evidence. The absence of a handwritten signature shall not affect the validity of the Agreement.

13.4. Entire agreement.
This Agreement constitutes an integral whole together with the Privacy Policy, Data Processing Terms (DPA), Cookie Policy, accepted SLA (if any), and pricing conditions.

13.5. Order of precedence.
In case of conflict between the Agreement text and supplementary documents, the order of precedence shall, unless otherwise stated in writing, be: (i) separately signed SLA or DPA, (ii) this Agreement, (iii) other policy texts published on the website.

ARTICLE 14 – GOVERNING LAW AND DISPUTE RESOLUTION

14.1. Governing law.
Unless otherwise agreed in writing between the parties, this Agreement shall be governed by the laws of the country where the SELLER’s headquarters are located; however, mandatory consumer protection and data protection provisions remain reserved.

14.2. Competent court.
The parties agree to first attempt to resolve disputes through good-faith negotiations. In unresolved disputes, the courts of the place where the SELLER’s headquarters are located shall have jurisdiction.

14.3. International arbitration option (for B2B).
The parties may, through mutual written agreement, decide to resolve disputes through international arbitration. The arbitration language may be English, and the decision shall be final and binding.

14.4. Consumer transactions.
In cases where the Customer qualifies as a consumer, the mandatory consumer law provisions of the relevant country shall apply, and the jurisdiction and governing law provisions of this Agreement shall not override mandatory regulations.

14.5. Evidentiary agreement.
The SELLER’s electronic records, logs, and transaction history shall be accepted as valid evidence in disputes.

ARTICLE 15 – EFFECTIVENESS AND MISCELLANEOUS PROVISIONS

15.1. Effectiveness.
This Agreement enters into force upon the Customer’s electronic approval or commencement of use of the Software.

15.2. Severability.
If any provision of the Agreement is deemed invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision closest to the parties’ intent.

15.3. No waiver.
Failure or delay by either party in exercising any right shall not constitute a waiver of that right.

15.4. Assignment.
The Customer may not assign its rights and obligations arising from this Agreement without the SELLER’s written approval. The SELLER may assign the Agreement or its rights to group companies or third parties that do not constitute a transfer of service nature.

15.5. Notices.
Notices between the parties shall be made via e-mail, user panel notifications, or official written communication channels and shall be deemed valid upon sending.

15.6. Final provision.
This Agreement supersedes all prior written and oral agreements between the parties regarding the subject matter and is binding in electronic form.