Terms & conditions

Wisechain Terms of Service

1. Definitions

Agreement: the collective term for all arrangements related to the Solution, applicable between the Customer and WISECHAIN. The Agreement consists of both (i) the Order Form (signed or otherwise accepted by the Customer), and (ii) these Terms;

Asset: any asset of the Customer to which Hardware is attached;

Business Day: Any day – other than Saturday, Sunday or legal holidays in The Netherlands.

Customer: every professional entity relying on the Wisechain solution

Named User: any individual authorized by the Customer to access and use the Solution on behalf of the Customer;

Asset owner: Any company or business acquiring, directly or indirectly, one or many assets sold by the Customer

Hardware: the hardware offered by WISECHAIN (i.e. trackers, beacons, sensors, batteries, etc.), which can (amongst others) be attached to Assets or infrastructure/location chosen by the Customer and transfer data to the Data Processing Platform, including both:

– The hardware devices (co-)developed by WISECHAIN itself; or,

– Other hardware devices externally sourced by WISECHAIN.

Network: the communication network used to transfer the data from the Hardware to Wisechain Data Processing Platform;

Order Form: the final proposal, quotation, work order or order form provided by WISECHAIN;

Data Processing Platform: the WISECHAIN platform built on the Heroku technology that feeds processed and secured data to the Wisechain package deployed on the Salesforce environment used by the Customer

WISECHAIN: the commercial name of Wise at Core B.V., a private company (“Besloten Vennootschap”) incorporated and existing under the laws of The Netherlands, with registered office at Esdoornstraat 147, 2565HR Den Haag, with VAT/company number NL858639105B01;

Services: All other industrial IoT-related services offered by WISECHAIN to the Customer (e.g. training, installation, data analysis, custom development, professional services, etc.);

Solution: The end-to-end asset tracking Salesforce-based solution provided by WISECHAIN consisting of (a combination of) Hardware, Subscriptions to the Solution and/or Services;

Subscription: The personal, limited, non-exclusive, non-assignable and non-transferable access and use-right to the different features of the Solution offered by WISECHAIN, following the type of subscription chosen in the Agreement (i.e. IB Knowledge, Condition & Progress, Field Capture, Fleet Tracking);

Term: The initial or renewed term of the Subscription and -if applicable- the recurrent Services related thereto (e.g. additional service levels);

Terms: these Terms of Service, the Acceptable Use Policy and the Data Protection Terms;

Website: https://www.wise-chain.com;

Download the terms of Service (Complete PDF)

2. Applicability of the Terms

  1. Unless explicitly otherwise in writing, the offering, sale and delivery of all Hardware, Subscriptions and/or Services by WISECHAIN shall be governed by the present Terms.
  2. By relying on the Solution of WISECHAIN, the Customer agrees to be bound by these Terms. The Terms shall always take precedence over any terms and conditions of the Customer, which shall not be enforceable against WISECHAIN, even if the Customer (later) declares them to be the only valid terms. If explicit preference is given in writing to the terms and conditions of the Customer, the following Terms shall remain valid in a supplementary way.
  3. All transactions between WISECHAIN and the Customer are governed by (in descending hierarchical order, with the next applying in the absence or non-application of the previous): (i) the Order Form, (ii) the Terms, and; (iii) Dutch law.

3. Order

  1. The Customer shall be responsible for the accuracy of any submitted order. The Customer shall also be responsible for giving WISECHAIN any necessary information relating to the Hardware, Subscriptions, and/or Services within a sufficient time.

4. Cancellation

  1. In the event of the cancellation of the Agreement by the Customer (without this being due to a shortcoming of WISECHAIN), WISECHAIN reserves the right to charge the Hardware, Subscriptions, and Services already provided (incl. incurred costs). The aforementioned fees are increased with lump sum damages amounting to 10% of the total value of fees (excl. VAT) of the canceled Agreement, with a minimum of €250, and such without prejudice to WISECHAIN’ right to compensation for higher proven damage. The same applies when WISECHAIN cancels the Agreement because of shortcomings of the Customer (without prejudice to other remedies)

5. The Wisechain Solution

  1. Unless when otherwise agreed upon, all obligations of WISECHAIN regarding the Solution are to be considered best-effort obligations. Hence, WISECHAIN shall always provide the Solution with due diligence, with appropriate care, and in good faith, and shall deliver the Solution to the best of its understanding, skill, insight, and ability, as reasonably expected of a professional experienced in services of comparable scope, complexity, and size. However, WISECHAIN does not guarantee a certain result.

6. The Hardware

  1. Delivery – WISECHAIN delivers the Hardware to the Customer as described in the Agreement. The expected time of delivery is approximate and not binding (unless when agreed upon differently). ◦ All Hardware shall be sold and delivered DDP (Delivery Duty Paid) to the Customer’s chosen shipping address, warehouse or other appointed location (Incoterms 2020 rules).
  2. Retention of title – WISECHAIN retains the entire ownership of all Hardware delivered to the Customer for as long as the Customer has not fully paid the price, costs, interests, and all other accessories related to the purchase thereof.
  3. Defects – The Customer must verify:

(i) the conformity of the Hardware with the Agreement, and

(ii) the proper functioning of the Hardware, upon delivery. If the Hardware presents a visible/material defect, the Customer must immediately (and no later than seven (7) Business Days after the delivery) notify the non-conformity and/or visible defect – at the risk of forfeiture – by email, to the address: [email protected]. The Customer must inform WISECHAIN of any hidden defect by email to the address [email protected] no later than fourteen (14) Business Days after it has/should have been detected, at the risk of forfeiture. Physical return of the defective Hardware requires prior approval by WISECHAIN. In absence of its approval, all returned shipments will be refused and the costs arising thereof shall be passed on to the Customer. WISECHAIN shall check and examine the Hardware and investigate the complaint within ten (10) Business Days. The cost of such examinations shall be payable by WISECHAIN only to the extent the claim of the defect is found to be legitimate. WISECHAIN cannot be held liable for, nor does it warrant defects caused by:– Normal wear and tear, incorrect/improper treatment or maintenance, external influences, force majeure and/or hardship (as described in Article 16 below);– An act of the Customer or a third party, regardless of whether these were caused by a fault or negligence.

7. The Subscription

  1. WISECHAIN grants the Customer a Subscription in accordance with the application type described in the Agreement, subject to

(i) correct and timely payment of the applicable fees,

(ii) use in correspondence with the applicable usage limits, and

(iii) use in compliance with the Agreement and Terms.

  1. The Subscription can include the use of telecommunication network if specified in the Agreement. The Customer is obligated to verify, before concluding an Agreement, whether the Network coverage is available in the countries where it intends to use the Solution. A regularly updated overview is available upon request to Wisechain at [email protected]. As the Network Coverage is not under the control of WISECHAIN, it can never be responsible for any coverage issues or downtime in this regard. Nonetheless, WISECHAIN strives to inform the Customer of the aforementioned characteristics of the Network before the Agreement is concluded.

8. The Application

  1. The Customer is entitled to access and use the Wisechain Application in accordance with the applicable Subscription type (cf. Article 7.1), the Acceptable Use Policy and/or Data Processing Terms.
  2. The WISECHAIN Application is provided to the Customer “Off the Shelf” via a download from the Salesforce AppExchange In the event of problems with the availability of the Application, WISECHAIN undertakes its best effort to solve such issues as soon as reasonably possible without giving any guarantee.
  3. WISECHAIN performs maintenance activities and implements updates of the Application regularly. WISECHAIN strives to minimize the impact on the availability of the Application.

9. The Services

  1. WISECHAIN provides different additional Services to the Customer upon request, such as but not limited to training, installation of the Hardware, data analysis, Data integration services, etc. The specific scope, content, deadlines, etc. related to these Services will be agreed upon by the parties in a dedicated Quotation form.

10. Complaint

  1. Any complaints concerning WISECHAIN’s Solution shall only be admissible if submitted to WISECHAIN in writing within a period of five (5) Business Days following the discovery of the problem by the Customer. Complaints shall always be submitted to WISECHAIN by e-mail to the address [email protected], containing a detailed justification of the complaint.

11. Prices

  1. Prices are as stated in the Quotation Form. Prices confirmed by WISECHAIN for one order are not binding for subsequent orders, unless it concerns orders within a larger framework agreement.
  2. The prices exclude transport costs, loading or unloading costs, insurance costs, packaging costs, VAT, levies, import and export duties, etc. (if applicable).
  3. WISECHAIN is entitled to index the Subscription fee on January 1 in accordance with the Dutch inflation index and thereby considering the applicable laws and limitations regarding indexation.

12. Payment

  1. WISECHAIN invoices are payable to WISECHAIN’s designated bank account at the latest on the due date indicated on the Quotation Form or in the relevant invoices. The invoice has been settled when the complete amount has been received in WISECHAIN’s designated bank account.

All fees are due at the commencement of the Term.

  1. Invoices that are not disputed by registered letter and/or via email to [email protected] within eight (8) days after their issuing will be considered to have been fully accepted.
  2. If the Customer fails to pay in full any invoice by the due date, then (without previous notice of default):– the Customer shall pay interest on the overdue amount at the rate of 1% per month, to be added at the start of each month; and– the Customer shall pay WISECHAIN 5% of the outstanding balance, with a minimum amount of 250,00 EUR for costs associated with a.o. the collection of the amounts due and with the adverse consequence on WISECHAIN’s cash flow, as liquidated damages. This paragraph is without prejudice to WISECHAIN’s right to prove and claim any higher damages.
  3. Late, incomplete or non-payment of one expired invoice will cause all other invoices, for which a particular installment term has been agreed on, to become immediately payable, without previous notice of default.
  4. If the Customer has not complied with a payment condition or other obligation, WISECHAIN is entitled to suspend or postpone its obligations in connection to any active Agreement between the parties.
  5. By ordering the Hardware, the Subscriptions and/or Services, the Customer agrees to electronic invoicing by WISECHAIN.
  6. WISECHAIN shall not refund the Customer nor award the Customer any compensation and/or credits when the access and/or use of the Subscription is lowered or halted by the Customer during the Term.

13. Term

  1. The Subscription is activated (and the Term starts) on the date the Hardware is invoiced unless otherwise agreed upon.
  2. Depending on the subscription agreement, the Term shall automatically be renewed for one quarter or for one year unless either party gives notice of termination to the other party at the latest one month before the end of the Term.

The Customer can give notice by sending an e-mail to hello@wise-chain. Failure to do so will obligate the Customer to pay the invoices related to the renewed Term, even if the Customer has no intention to continue its use of the Subscription. The new fees of WISECHAIN shall be applicable (without prejudice to Article 20).

14. Termination

  1. Either party may terminate the Agreement per registered mail for material breach, automatically and without definitive court decision if the other party has committed a material breach and fails to remedy such breach within fifteen (15) days of written notice of default by the claiming party.
  2. The Agreement may be terminated if an insolvency event occurs, i.e. a party ceases to pay its debts or ceases its activities, files for bankruptcy, liquidation of the legal entity or enters proceedings in receivership or judicial composition proceedings.
  3. WISECHAIN shall never be obligated to refund the Customer any fees if the Customer terminates the Agreement during the Term (without the termination being the result of a material breach of WISECHAIN).
  4. Articles 15, 17, and 18 shall survive the termination of the Agreement and continue in full force and effect.

15. Liability

  1. WISECHAIN’s liability shall always be assessed in the light of the best efforts obligation to which WISECHAIN has committed.
  2. WISECHAIN’s liability is limited to the mandatory liability imposed by law, and to:– For the Hardware: the invoice value of the Hardware. WISECHAIN shall decide (at its sole discretion) to either (i) replace or repair the Hardware, or (ii) credit a pro rata part of the invoice amount of the Hardware– For the Subscriptions: the invoice value of the Subscriptions provided by WISECHAIN to the Customer as part of the Agreement during the twelve (12) month period preceding the date on which the applicable liability claim arose.– For the Services: the applicable amount listed in the Order Form.
  3. WISECHAIN cannot accept any claim from the Customer for indemnification for:

– Damage to, loss or theft of the Assets to which Hardware is attached;

– Damage resulting from the defaults in devices or infrastructure belonging to the Customer;

– Availability or performance of the Network. Network quality and availability are affected by elements out of WISECHAIN’s control, such as atmospheric conditions, physical constraints, radio interference, etc.;

– Defects that are caused directly or indirectly by an act of the Customer or a third party, regardless of whether they were caused by a fault, negligence or carelessness (e.g. improper installation);

– Damage caused by incorrect, unreliable, incomplete or late input from the Customer with regard to the data, objectives, specifications, features, applications, etc.;

– Damage caused by the further use or application by the Customer after a problem has been found;

– Damage caused by force majeure or hardship in accordance with the provisions of Article 16.

– Incidental, special, consequential, exemplary or punitive damages, such as but not limited to loss of income, business, profits, revenue or anticipated savings or loss of goodwill. 4. Customer alone assumes the responsibility for the use made of the Solution by its End-Users, including but not limited to the proper and legal use of Hardware and the Application, the use of information generated by the Hardware and the analysis generated by the Solution in general. 5. Customer will hold WISECHAIN harmless against all claims from third parties arising from the incorrect or unlawful use of the Solution. It will cover all damages such as compensations or legal costs (including reasonable lawyer’s fees) providing that WISECHAIN has informed the Customer immediately of any claim arising from that matter.

16. Force Majeure & Hardship

  1. The following are conventionally considered as cases of force majeure or hardship: all circumstances which were reasonably unforeseeable at the time the Agreement was concluded, are unavoidable, and create (i) the inability on the part of WISECHAIN to carry out the Agreement, or (ii) make the implementation of the Agreement harder or more difficult than normally anticipated. For example (but not limited to): natural disasters, war, (threats of) terrorism, strikes, lock-outs, diseases, epidemics/pandemics, shortage of personnel, organizational conditions, confiscation, fire, breakage of machinery and/or tools, scarcity of (raw) materials, bankruptcy or delays on the part of suppliers or subcontractors and failure by the Customer to provide WISECHAIN with the correct and complete information necessary to properly provide the Solution.
  2. Cases of force majeure or hardship give WISECHAIN the right to temporarily suspend the performance of its obligations. A situation of force majeure that continues beyond three (3) months shall entitle the Customer to terminate the Agreement with immediate effect by simple written notification to WISECHAIN, without judicial intervention and without any liability on the part of WISECHAIN.
  3. The Customer shall always be required to pay all fees for the Hardware, the Subscriptions and the Services that have already been performed up to the date of suspension/termination.

17. Confidentiality

  1. All information (including but not limited to all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, source codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications) disclosed by one party to the other party prior to entering into an Agreement as well as during the Agreement shall be considered confidential and be treated with the utmost secrecy.
  2. This confidentiality obligation applies during the course of the cooperation and will continue to exist for a period of two (2) years starting from the termination of the cooperation for any reason whatsoever.
  3. Both parties shall remain at any moment the sole owner of their confidential information. Except as expressly set forth herein, nothing in these Terms or the relationship between parties shall grant to the other party any rights to or interest in the confidential information, and no implied licenses are granted.
  4. This confidentiality obligation shall, however, in no event imply that WISECHAIN shall not be entitled to use and/or commercialize any ideas, input, feedback received from the Customer, which may serve to improve and/or expand the Solution.

18. Intellectual Property Rights

  1. All registrations of the trade names/trademark WISECHAIN and/or IB Knowledge, or any other trade name/trademark that includes the name WISECHAIN and/or IB Knowledge, or under which the Solution is sold, shall be made in the name of WISECHAIN. The Customer shall not use WISECHAIN’ company name, WISECHAIN’s Solution names or trademarks as part of the Customer’s name or in any manner capable of misrepresenting the relationship between Customer and WISECHAIN. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of identification on the Solution.
  2. The Customer explicitly acknowledges that WISECHAIN shall own and retain all (intellectual) property rights (whether specifically developed for the Customer or not) with respect to the Solution (including all copies, modifications, extensions and derivative works thereof), such as but not limited to authorship rights, patents, design rights, know-how, ideas, concepts, methods, processes, technologies, know-how, inventions, domain names and database rights (excl. the data owned and uploaded by the Customer) or any other form of intangible thought process. In case of a breach of the obligations, WISECHAIN is entitled to claim full compensation for all damage caused by the breach.
  3. By uploading, providing, or otherwise using data on, through, or in connection with the Solution, the Customer grants WISECHAIN a non-exclusive, royalty-free, worldwide, sub-licensable, transferable, license to use, copy, store, modify, transmit, and display the data to the extent necessary to provide the Solution.

19. Privacy

1. WISECHAIN as controller The collection by WISECHAIN of the personal data of the (potential) Customer and/or its personnel/staff shall take place in accordance with the provisions of WISECHAIN’s privacy declaration, to be found on the Website. In such an event, WISECHAIN acts as the controller. By relying on the Solution and entering into an Agreement with WISECHAIN, the Customer acknowledges to have read and accepted the privacy declaration. 2. WISECHAIN as processor The Customer acknowledges that – concerning the processing of all data collected via and/or processed through the Solution by the Customer and/or the End-User– it shall act as controller and WISECHAIN as the processor. All arrangements made between parties in this respect shall be solely governed by the Data Processing Terms (available on the Website and/or Application).

The Customer acknowledges explicitly that, by relying on the Solution and entering into an Agreement with WISECHAIN, they have read and accepted the Data Processing Terms in its entirety.

20. Changes to the Terms or the Solution

  1. WISECHAIN reserves the right to amend these Terms, the offer, the fees and composition of its Solution at any time. New or amended Terms shall apply from the thirtieth (30th) day after they were made known to the Customer (e.g. through a notification on the Website and/or the Application).
  2. Subject to notice of at least thirty (30) days, WISECHAIN shall be entitled, except in a case of force majeure, government order or amended legislation, to discontinue the sale of Hardware or to make changes to the type, design or model thereof. In such cases, WISECHAIN shall not be under obligation to make such changes to Hardware already held or ordered by the Customer. The Customer cannot hold WISECHAIN liable for any changes within the meaning of this article and shall not have any recourse against WISECHAIN for its discontinuation of the supply of Hardware previously sold by WISECHAIN.
  3. In the event the Customer cannot agree with a change in the offer of the Terms or the Solution (as described in Article 20.1) and the change entails a significant disadvantage for the Customer during the Term or the tacitly renewed Term, it is allowed to terminate the Agreement within 30 calendar days after being notified thereof by WISECHAIN. Under no circumstances, this entitles the Customer to claim any sort of damages or compensation from WISECHAIN.

21. Miscellaneous

  1. No waiver: Any failure or delay by WISECHAIN in exercising any right under an Agreement and/or these Terms with the Customer, any single or partial exercise of any right under such Agreement and/or these Terms or any partial reaction or absence of reaction by WISECHAIN in the event of violation by the Customer of one or more provisions of such an Agreement and/or these Terms, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of WISECHAIN’ rights under such Agreement these Terms or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by WISECHAIN, this waiver cannot be invoked by the Customer in favor of a new failure, similar to the prior one, or in favor of any other kind of failure.
  2. Divisibility
    1. If any part or any clause of these Terms is for whatever reason held to be illegal, invalid, or unenforceable, such provisions shall be deleted and the remaining parts or clauses shall not be affected and shall remain valid and enforceable as if the invalid or unenforceable parts or clauses were not part of the Terms.
    2. Any such part or clause shall be replaced by a provision that, insofar as legally possible, comes clo­sest to the intention of parties in the affected part or clause. Parties shall in good faith negotiate and agree a mutually acceptable provision that shall replace the deleted provision.
  3. Non-transfer
    1. This Agreement and the rights and obligations ensuing from it for the Customer may not be transferred either directly or indirectly without the written consent of WISECHAIN.
    2. WISECHAIN shall have the right to transfer this Agreement and the rights and obligations ensuing from it to a third Party. In that case, a new agreement between Customer and the third party shall be concluded with terms and conditions (rights and obligations) identical to those in this Agreement for the remaining term.

22. Jurisdiction and Applicable Law

  1. The Parties hereby undertake to apply the NAI (Netherlands Arbitration Institute) ****rules to all disputes arising out of or in connection with this Agreement. Should the mediation fail, any disputes arising out of or in relation to this Agreement shall be finally settled under the NAI Rules of by one or more arbitrators appointed in accordance with those Rules. The seat of the arbitration shall be Den Haag. The arbitration shall be conducted in the English language.
  2. The present Terms as well as any Agreement between parties, of whatever nature, are governed by and construed in accordance with the laws of The Netherlands, with exclusion of (i) all conflict of laws rules, (ii) the UN Convention on the International Sale of Goods (1980), and (iii) the NY Convention on the Limitation Period in the International Sale of Goods (1974).
  3. Without prejudice to any other provision of these Terms, any claims by the Customer arising out of or in connection with an Agreement between parties or any purchase order will in any event become time-barred after expiration of one (1) year as from the date of delivery of the relevant Hardware, Subscription and/or Services.