Terms & conditions

ARTICLE 1 — DEFINITIONS

The following definitions apply throughout the Agreement and all documents incorporated by reference:

Agreement: The binding contract between WISECHAIN and the Customer, consisting of (i) the Quotation accepted by the Customer, and (ii) these Terms, including all documents incorporated by reference. In the event of conflict, the Quotation prevails over these Terms.

Aggregated Data: Data derived from or relating to the Customer’s use of the Solution that has been aggregated, anonymised, or de-identified such that it cannot reasonably be used to identify the Customer, its Assets, Named Users, or Asset Owners. Aggregated Data is and remains the exclusive property of WISECHAIN.

Application: The software interface through which the Customer accesses the Solution, delivered either as a Salesforce-native package installed within the Customer’s Salesforce environment, or as a standalone web-based platform accessible independently of Salesforce, as specified in the Quotation. Both delivery modes provide equivalent core functionality and are governed by these Terms.

Asset: Any physical object owned or operated by the Customer to which Hardware is attached or assigned under the Agreement.

Asset Owner: Any third-party company or individual that owns or operates an Asset tracked by the Solution. Asset Owners are not parties to the Agreement and acquire no rights against WISECHAIN thereunder.

Business Day: Any day other than Saturday, Sunday, or a public holiday in The Netherlands.

Confidential Information: All non-public information disclosed by one party to the other in connection with the Agreement, in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of the disclosing party’s information; or (d) is required to be disclosed by applicable law or competent authority, provided the receiving party gives prompt prior written notice where legally permitted.

Customer: A professional legal entity that has entered into an Agreement with WISECHAIN by signing or formally accepting a Quotation. The Customer is solely responsible for compliance with the Agreement by its Named Users.

Customer Data: Data belonging to the Customer comprising: (a) raw telemetry generated by Hardware devices sold to the Customer, including location coordinates, temperature, acceleration, and device status data; and (b) Account, Site, and address records synchronised from the Customer’s CRM systems for the purpose of ownership matching. Customer Data is processed by WISECHAIN solely to deliver the Solution. WISECHAIN retains the right to anonymise and aggregate Customer Data to generate Aggregated Data and Derived Insights, which are and remain the exclusive property of WISECHAIN. Enriched outputs generated by combining Customer Data with third-party data sources or WISECHAIN’s proprietary algorithms, including ownership suggestions, condition alerts, and installed base intelligence, constitute Derived Insights and are WISECHAIN’s property until confirmed and registered by the Customer, at which point the confirmed record forms part of the Customer’s installed base data within their application environment.

Data Processing Platform: The WISECHAIN technology infrastructure that collects, processes, enriches, and delivers data generated by Hardware devices, and makes that data available to the Customer through the Application. The Data Processing Platform may be hosted on cloud infrastructure of WISECHAIN’s choosing, which WISECHAIN may update at any time without notice provided it does not materially degrade the Solution’s performance.

Derived Insights: Analytical outputs, ownership suggestions, condition alerts, benchmarks, statistics, performance metrics, trend analyses, or other intelligence generated by WISECHAIN through processing Customer Data, Aggregated Data, or Platform Data using WISECHAIN’s technology, AI models, proprietary algorithms, or third-party data sources. Derived Insights are and remain the exclusive property of WISECHAIN until confirmed and registered by the Customer in accordance with the Customer Data definition above.

Force Majeure Event: Any circumstance beyond a party’s reasonable control, unforeseeable at the time of contracting, and unavoidable in its effects, including but not limited to natural disasters, war, terrorism, strikes, epidemics, pandemics, governmental orders, shortages of materials or personnel, and failure of third-party infrastructure. Network outages and coverage limitations beyond WISECHAIN’s control constitute Force Majeure Events with respect to WISECHAIN’s connectivity obligations.

Hardware: Physical tracking and sensing devices offered by WISECHAIN, including trackers, beacons, sensors, and batteries, whether developed by WISECHAIN or sourced from authorised third-party manufacturers, and attached to Assets or infrastructure designated by the Customer. Hardware warranty obligations are those of the original manufacturer and are passed through by WISECHAIN to the Customer in accordance with Article 6.

Insolvency Event: With respect to either party: the appointment of a receiver, liquidator, or administrator; the filing of a voluntary or involuntary bankruptcy petition; entry into a general composition with creditors; or the cessation of business operations.

Intellectual Property Rights: All patents, copyrights, database rights, design rights, trademarks, trade secrets, know-how, algorithms, source code, and any other intellectual or industrial property rights, whether registered or unregistered, subsisting in any jurisdiction.

Named User: An individual authorised by the Customer to access and use the Solution on the Customer’s behalf under a designated user licence. The Customer is responsible for all acts and omissions of its Named Users as if they were its own.

Network: The third-party telecommunications infrastructure used to transmit data from Hardware devices to the Data Processing Platform. The Network is not operated or controlled by WISECHAIN.

Platform Data: Operational metadata, device telemetry logs, system performance data, usage records, and error reports generated by or through the Customer’s use of the Solution, excluding Customer Data. Platform Data is and remains the property of WISECHAIN.

Quotation: The final quotation issued by WISECHAIN following commercial discussion with the Customer, setting out the specific scope, pricing, Term, number of Named Users, and delivery terms applicable to the Agreement. The Quotation constitutes WISECHAIN’s offer and, upon acceptance by the Customer, forms a binding part of the Agreement together with these Terms.

Services: Professional services provided by WISECHAIN ancillary to the Solution, including installation, on-site training, device pairing, data integration, and custom development engagements, as specified in the Quotation.

Solution: The end-to-end asset intelligence platform provided by WISECHAIN, comprising Hardware, Subscription access to the Application and Data Processing Platform, Network connectivity where included in the Quotation, and Services as specified therein. The Solution is delivered in the form specified in the Quotation and WISECHAIN reserves the right to evolve its technical architecture provided the core functionality and service level remain materially equivalent.

Subscription: The personal, limited, non-exclusive, non-assignable, and non-transferable right granted to the Customer to access and use the features of the Solution corresponding to the subscription type selected in the Quotation, subject to correct and timely payment and compliance with these Terms.

Term: The initial subscription period specified in the Quotation and any subsequent renewal periods arising under Article 13.

Terms: These Terms of Service, together with the Data Processing Terms incorporated by reference and published on the Website. Permitted and prohibited uses of the Solution are governed by Article 8 of these Terms.

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

WISECHAIN: The commercial name of Wise at Core B.V., a private limited company (Besloten Vennootschap) incorporated and existing under the laws of The Netherlands, with registered office at Esdoornstraat 147, 2565HR Den Haag, The Netherlands, company number 71257489, VAT number NL858639105B01.

ARTICLE 2 — APPLICABILITY OF THE TERMS

2.1 Scope of Application. These Terms apply to all offerings, sales, and deliveries of the Solution, including Hardware, Subscriptions, and Services, by WISECHAIN to the Customer. By accepting a Quotation, the Customer agrees to be bound by these Terms in their entirety.

2.2 Exclusion of Customer Terms. Acceptance of a Quotation by the Customer constitutes unconditional acceptance of these Terms and supersedes any general terms and conditions, purchase order terms, procurement policies, or other standard conditions of the Customer, regardless of when these were submitted or whether the Customer declares them to be the only applicable terms. Any reference to the Customer’s own terms in a purchase order or similar document is for the Customer’s internal administrative purposes only and has no legal effect on the Agreement.

2.3 Supplementary Application. Where WISECHAIN expressly agrees in writing to give priority to specific terms of the Customer on a defined point, these Terms shall continue to apply in a supplementary capacity on all other points not addressed by that written agreement.

2.4 Order of Precedence. All transactions between WISECHAIN and the Customer are governed by the following hierarchy, in descending order of precedence:

(i) The Quotation, including any written amendments signed by both parties;

(ii) Any platform-specific schedules or addenda incorporated by reference in the Quotation;

(iii) These Terms of Service;

(iv) The Data Processing Terms;

(v) The laws of The Netherlands as default rules where the above are silent.

For dispute resolution and jurisdiction, see Article 23.

2.5 Customer Acknowledgment. By accepting a Quotation, the Customer confirms that: (a) it has read, understood, and accepted these Terms and all documents incorporated by reference; (b) it is entering into the Agreement as a professional entity acting in the course of its business and not as a consumer; (c) the individual accepting the Quotation on the Customer’s behalf has authority to bind the Customer contractually; and (d) it has not relied on any representation, warranty, or statement by WISECHAIN that is not expressly set out in the Agreement.

2.6 Governing Language. These Terms are drafted in English. Where these Terms are translated into another language, the English version prevails in the event of any conflict or ambiguity.

ARTICLE 3 — ORDER

3.1 Order Submission. The Customer is solely responsible for the accuracy and completeness of any order submitted to WISECHAIN, including the number of Hardware units, subscription type, Named User count, shipping address, and any other specifications set out in the Quotation. WISECHAIN is not liable for any errors, delays, or additional costs resulting from inaccurate or incomplete information provided by the Customer.

3.2 Order Formation. A Quotation issued by WISECHAIN constitutes an offer to supply the Solution on the terms set out therein. A binding Agreement comes into existence only upon the earlier of: (a) written acceptance of the Quotation by an authorised representative of the Customer, including by means of a countersigned Quotation or a purchase order referencing the Quotation; or (b) receipt by WISECHAIN of payment in accordance with the Quotation. WISECHAIN reserves the right to withdraw or amend a Quotation at any time prior to its acceptance by the Customer. A Quotation that is not accepted within the validity period stated therein lapses automatically without further notice.

3.3 Order Confirmation and Right to Reject. Following acceptance of a Quotation, WISECHAIN will issue a written order confirmation. WISECHAIN reserves the right to reject or place on hold any accepted order where: (a) the Customer has outstanding undisputed invoices past their due date; (b) WISECHAIN is unable to fulfil the order within a reasonable timeframe due to hardware availability or operational constraints; or (c) the order contains material errors that the Customer has failed to correct within five Business Days of notification. In the event of rejection, WISECHAIN will notify the Customer promptly and any payments received will be refunded within fourteen Business Days.

3.4 Order Amendments. Once a Quotation has been accepted, amendments requested by the Customer require WISECHAIN’s written agreement and may result in revised pricing, delivery timelines, or both. WISECHAIN is not obligated to accept any amendment request. Costs already incurred by WISECHAIN in preparing to fulfil the original order prior to receipt of an amendment request remain payable by the Customer.

3.5 Customer Information Obligations. The Customer shall provide WISECHAIN with all information reasonably necessary to fulfil the order within sufficient time, including shipping addresses, application environment details, Named User information, and any site access requirements for on-site Services. Delays caused by the Customer’s failure to provide required information will not constitute a breach by WISECHAIN and may result in revised delivery timelines at WISECHAIN’s discretion.

ARTICLE 4 — CANCELLATION

4.1 Customer Cancellation Before Delivery. In the event the Customer cancels the Agreement or any part thereof prior to delivery of Hardware or activation of Subscriptions, and where such cancellation is not caused by a material breach by WISECHAIN, the Customer shall remain liable for:

(a) the full cost of any Services already performed up to the date of cancellation; and

(b) a cancellation fee equal to thirty-five percent (35%) of the total value of the cancelled Agreement excluding VAT, with a minimum of EUR 500, as liquidated damages representing WISECHAIN’s reasonable pre-estimate of its unrecoverable Hardware procurement, provisioning, configuration, and opportunity costs arising from the cancellation.

The cancellation fee in (b) is without prejudice to WISECHAIN’s right to claim and prove higher damages where actual losses exceed the liquidated amount.

4.2 Customer Cancellation After Partial Performance. Where the Customer cancels the Agreement after Hardware has been delivered or Subscriptions have been activated, all fees for the current Term remain payable in full. WISECHAIN shall have no obligation to refund any prepaid fees. The cancellation fee in Article 4.1(b) shall not apply in this scenario as the full Term fees constitute adequate compensation for WISECHAIN’s losses.

4.3 WISECHAIN Cancellation for Customer Default. Where WISECHAIN cancels the Agreement due to a material breach or default by the Customer, including non-payment, the provisions of Articles 4.1 and 4.2 apply as if the Customer had cancelled, and WISECHAIN retains all rights to claim damages beyond the amounts specified therein.

4.4 Mutual Agreement. The parties may agree in writing to cancel the Agreement on mutually agreed terms. Any such agreement must be signed by authorised representatives of both parties and supersedes the provisions of this Article 4 only to the extent expressly stated therein.

ARTICLE 5 — THE WISECHAIN SOLUTION

5.1 Nature of Obligations. Unless otherwise expressly stated in the Quotation, all obligations of WISECHAIN under the Agreement are best-efforts obligations. WISECHAIN shall provide the Solution with due diligence, professional care, and good faith, applying the skill and expertise reasonably expected of an experienced provider of comparable asset intelligence services. WISECHAIN does not guarantee any specific result, outcome, or level of accuracy from the Solution.

5.2 Nature of the Solution. The Solution is an asset intelligence platform designed to assist the Customer in registering probable asset locations and ownership, monitoring shipment and storage conditions, and enriching installed base knowledge. All ownership suggestions, location matches, and analytical outputs generated by the Solution are probabilistic in nature and represent WISECHAIN’s best assessment based on available data at the time of processing. They do not constitute verified facts and require confirmation by the Customer before any commercial or operational reliance is placed upon them.

5.3 Dependency on External Factors. The quality, accuracy, and completeness of the Solution’s outputs depend on factors outside WISECHAIN’s control, including but not limited to:

(a) GPS signal availability and accuracy at the Asset’s location;

(b) cellular network coverage and connectivity in the territories where Assets are deployed;

(d) the accuracy and completeness of the Customer’s own CRM data synchronised with the Solution; and

(e) the physical environment and conditions to which Hardware devices are exposed during deployment.

WISECHAIN is not liable for reduced output quality, missed ownership detections, or inaccurate suggestions resulting from any of the foregoing factors.

5.4 Solution Evolution. WISECHAIN continuously develops and improves the Solution. WISECHAIN reserves the right to modify, update, or enhance the Solution’s features, algorithms, data processing methods, and technical architecture at any time, provided such changes do not materially degrade the core functionality available to the Customer under the applicable Subscription type. Material changes to the Solution are governed by Article 21.

5.5 No Advice. The Solution provides data, suggestions, and analytical outputs to support the Customer’s own decision-making. Nothing generated by the Solution constitutes legal, commercial, financial, or strategic advice. The Customer is solely responsible for all decisions made on the basis of the Solution’s outputs, including ownership registration decisions, service engagement decisions, and any commercial actions taken in relation to Asset Owners.

ARTICLE 6 — THE HARDWARE

6.1 Delivery. WISECHAIN delivers Hardware to the Customer at the shipping address specified in the Quotation under DDP terms (Incoterms 2020) unless otherwise agreed in writing. Delivery timelines stated in the Quotation are estimates made in good faith and are not binding unless the Quotation expressly states a guaranteed delivery date. WISECHAIN will notify the Customer promptly of any material delay and will use reasonable efforts to minimise its impact.

6.2 Shipping Documentation. Each Hardware shipment will be accompanied by a packing list referencing the applicable Quotation number. Additional documentation, including certificates of conformance or origin, may be provided upon the Customer’s written request made prior to shipment. WISECHAIN will use reasonable efforts to accommodate such requests but cannot guarantee their availability for all Hardware sourced from third-party manufacturers.

6.3 Retention of Title. WISECHAIN retains full ownership of all Hardware delivered to the Customer until WISECHAIN has received payment in full of all amounts due under the Agreement, including the purchase price, shipping costs, and any applicable taxes. Until title passes, the Customer shall: (a) store the Hardware separately and in a manner that keeps it identifiable as WISECHAIN’s property; (b) not encumber, pledge, or otherwise dispose of the Hardware; and (c) maintain adequate insurance against loss or damage. Title passes to the Customer at the moment full payment is received in WISECHAIN’s designated bank account.

6.4 Risk of Loss. Risk of loss or damage to Hardware passes to the Customer upon delivery to the shipping address specified in the Quotation. WISECHAIN is not liable for loss or damage occurring after delivery.

6.5 Hardware Warranty. Hardware supplied by WISECHAIN is sourced from authorised third-party manufacturers. The warranty applicable to Hardware is the manufacturer’s standard product warranty, the terms of which are available upon request. WISECHAIN passes through the benefit of the manufacturer’s warranty to the Customer and will facilitate warranty claims on the Customer’s behalf. WISECHAIN itself provides no additional warranty in respect of Hardware beyond this pass-through, and is not liable for defects, failures, or performance issues that fall outside the manufacturer’s warranty terms.

6.6 Warranty Exclusions. The manufacturer’s warranty and any pass-through obligations of WISECHAIN under Article 6.5 do not apply to defects or failures caused by:

(a) normal wear and tear or battery depletion;

(b) improper installation, handling, storage, or use by the Customer or a third party;

(d) physical damage, water ingress, or tampering after delivery;

(e) Force Majeure Events; or

(f) any act or omission of the Customer or a third party.

6.7 Defect Notification. The Customer must inspect Hardware upon delivery and notify WISECHAIN of any visible or material defect by email to [email protected] within fourteen (14) Business Days of delivery. Hidden defects must be reported within fourteen (14) Business Days of discovery. Failure to notify within these periods constitutes acceptance of the Hardware in its delivered condition. Physical return of defective Hardware requires WISECHAIN’s prior written approval. WISECHAIN will investigate notified defects within ten (10) Business Days of receipt of notice and will liaise with the manufacturer on the Customer’s behalf.

6.8 Hardware Configuration and Activation. Hardware devices are configured and provisioned by WISECHAIN prior to shipment in accordance with the default configuration specified in the Quotation. Devices are activated upon delivery to the Customer unless otherwise agreed in writing. Configuration changes after activation may be subject to additional Services fees as set out in a revised Quotation.

6.9 Battery Replacement. Hardware devices operate on batteries with an estimated lifespan specified in the Quotation. Battery lifespan estimates are provided by the manufacturer and are non-binding. Battery replacement costs are not covered by the Subscription or by any warranty and are the sole responsibility of the Customer. WISECHAIN will provide guidance on battery replacement procedures upon request.

6.10 End of Term Hardware Position. Hardware sold to the Customer under the Agreement remains the Customer’s property following expiry or termination of the Agreement, subject to full payment having been received. Devices that are no longer connected to an active Subscription will cease transmitting data to the Data Processing Platform and will become inactive. WISECHAIN has no obligation to maintain connectivity or platform access for inactive devices. Reactivation of inactive devices may be possible subject to a new Quotation and WISECHAIN’s then-current pricing.

ARTICLE 7 — THE SUBSCRIPTION

7.1 Grant of Subscription. Subject to correct and timely payment of the applicable Subscription fees and compliance with these Terms, WISECHAIN grants the Customer a Subscription corresponding to the type and scope specified in the Quotation. The Subscription is personal to the Customer, limited to the number of Hardware units and Named Users specified in the Quotation, and is non-exclusive, non-assignable, and non-transferable.

7.2 Subscription Types. The features and capabilities available under the Customer’s Subscription are determined by the subscription type selected in the Quotation. WISECHAIN may update, rename, or reorganise its subscription tiers at any time provided the core functionality available to existing Customers under their current Subscription type is not materially reduced during the Term. Changes to subscription tiers take effect at the next renewal unless the Customer is notified otherwise in accordance with Article 21.

7.3 Per-Unit Activation. Subscriptions are activated on a per-Hardware-unit basis. The Subscription fee is calculated based on the number of active units specified in the Quotation. A unit is considered active from the date of delivery to the Customer until the end of the Term or until the unit is formally deactivated in accordance with Article 7.4. Fees are not reduced for units that become inactive due to battery depletion, loss, damage, or the Customer’s decision to stop using a unit during the Term.

7.4 Unit Deactivation. The Customer may request deactivation of individual units by written notice to WISECHAIN. Deactivation takes effect at the end of the then-current billing period. Deactivated units may be reactivated during the Term subject to WISECHAIN’s then-current per-unit pricing. At renewal, the Subscription fee is based on the number of active units at the renewal date unless the Customer provides written notice of a change in active unit count at least thirty (30) days prior to renewal.

7.5 Named User Licences. The Subscription includes the number of Named User licences specified in the Quotation. Named User licences are personal and may not be shared, transferred, or used concurrently by more than one individual. The Customer may request additional Named User licences during the Term subject to WISECHAIN’s then-current pricing. The Customer is responsible for maintaining accurate Named User records and for promptly notifying WISECHAIN of any changes to authorised users.

7.6 Network Connectivity. Where the Subscription includes Network connectivity, WISECHAIN will arrange connectivity through its chosen network providers for the territories specified in the Quotation. The Customer is responsible for verifying, prior to accepting the Quotation, that Network coverage is available and adequate in all territories where it intends to deploy Hardware. Network coverage is provided by third-party operators and is subject to availability, atmospheric conditions, physical constraints, and radio interference beyond WISECHAIN’s control. WISECHAIN is not liable for coverage gaps, connectivity outages, or degraded signal quality in any territory, and such events do not entitle the Customer to a reduction in Subscription fees or termination of the Agreement.

7.7 Pilot Subscriptions. Where the Quotation designates the engagement as a Pilot, the following terms apply in addition to these Terms:

(a) the Pilot period is as specified in the Quotation and is non-renewable except by written agreement;

(b) all Pilot fees are non-refundable regardless of outcome;

(c) at the end of the Pilot period, the Agreement automatically converts to a full Subscription for the Term specified in the Quotation unless the Customer provides written notice of non-conversion at least fifteen (15) days before the end of the Pilot period;

(d) Hardware delivered during a Pilot remains the Customer’s property subject to full payment, regardless of whether the Customer converts to a full Subscription; and

(e) WISECHAIN’s obligations during a Pilot are limited to those expressly stated in the Quotation and these Terms.

7.8 Suspension for Non-Payment. WISECHAIN reserves the right to suspend the Customer’s access to the Subscription, without prior notice and without liability, where the Customer has failed to pay any undisputed invoice by its due date and has not remedied such failure within five (5) Business Days of written notice from WISECHAIN. Suspension does not relieve the Customer of its obligation to pay all fees for the suspended period. WISECHAIN will restore access promptly upon receipt of all outstanding amounts.

7.9 No Refunds. WISECHAIN shall not refund, credit, or otherwise compensate the Customer for any period during which access to the Subscription is reduced or interrupted due to: (a) the Customer’s own actions or omissions; (b) scheduled or emergency maintenance; (c) Force Majeure Events; or (d) suspension for non-payment under Article 7.8.

ARTICLE 8 — THE APPLICATION

8.1 Access to the Application. Subject to the terms of the Agreement, WISECHAIN grants the Customer access to the Application during the Term in accordance with the applicable Subscription type and Named User count specified in the Quotation. Access is provided either through the Salesforce AppExchange package or the standalone web-based platform, as specified in the Quotation.

8.2 Permitted Use. The Customer may access and use the Application solely for its own internal business purposes, specifically for asset location tracking, ownership registration, shipment condition monitoring, and installed base management, in accordance with these Terms and the scope defined in the Quotation. The Customer shall not permit any third party to access the Application except Named Users acting on the Customer’s behalf.

8.3 Prohibited Use. The Customer shall not:

(a) reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Application;

(b) copy, modify, create derivative works from, or sublicense any part of the Application;

(d) access the Application to build or support a product or service that competes with WISECHAIN;

(e) scrape, harvest, or extract data from the Application by automated means;

(f) use the Application in any manner that violates applicable law or infringes the rights of any third party;

(g) circumvent or attempt to circumvent any access controls, authentication mechanisms, or security features of the Application; or

(h) use the Application in safety-critical, life-critical, or mission-critical environments where failure could result in death, personal injury, or significant property damage, without WISECHAIN’s prior written agreement and any necessary certifications.

8.4 Availability. WISECHAIN will use reasonable efforts to maintain Application availability during the Term and will seek to minimise the impact of planned maintenance on the Customer’s access. WISECHAIN does not guarantee uninterrupted availability and is not liable for downtime caused by: (a) scheduled maintenance; (b) emergency maintenance required to protect the security or integrity of the platform; (c) failures of third-party infrastructure; or (d) Force Majeure Events.

8.5 Updates and Maintenance. WISECHAIN may update, patch, or modify the Application at any time to improve performance, security, or functionality. WISECHAIN will use reasonable efforts to ensure updates do not materially disrupt the Customer’s use of the Application. Where an update materially changes the Application’s functionality, Article 21 applies.

8.6 Customer Responsibilities. The Customer is responsible for: (a) maintaining the confidentiality of Named User credentials and promptly notifying WISECHAIN of any unauthorised access or suspected security breach; (b) ensuring Named Users comply with these Terms; (c) maintaining compatible systems and connectivity required to access the Application; and (d) the accuracy of all data inputs and configurations made within the Application.

ARTICLE 9 — THE SERVICES

9.1 Scope of Services. WISECHAIN provides professional Services ancillary to the Solution as specified in the Quotation. Services may include on-site installation, device pairing and configuration, Named User training, data integration, and custom development engagements. Each Services engagement is governed by the scope, timeline, and pricing set out in the applicable Quotation. Services outside the agreed scope require a revised Quotation accepted by both parties before WISECHAIN is obligated to perform them.

9.2 Service Delivery. WISECHAIN will perform Services with professional care and in accordance with the timeline specified in the Quotation. Where no timeline is specified, WISECHAIN will perform Services within a reasonable period following Agreement formation. Timelines for Services delivery are estimates made in good faith. Delays caused by factors outside WISECHAIN’s reasonable control, including the Customer’s failure to provide access, information, or cooperation, do not constitute a breach by WISECHAIN.

9.3 Customer Cooperation. The Customer shall provide WISECHAIN with all cooperation, access, information, and resources reasonably necessary for the performance of Services, including: (a) timely access to relevant personnel, facilities, and systems; (b) accurate and complete information about the Customer’s environment, Assets, and requirements; (c) prompt review and approval of any deliverables requiring Customer sign-off; and (d) any third-party consents or authorisations required for WISECHAIN to perform the Services. WISECHAIN is not liable for delays, additional costs, or reduced quality of Services resulting from the Customer’s failure to cooperate in accordance with this Article.

9.4 Change Management. Either party may request a change to the agreed scope, timeline, or pricing of a Services engagement by submitting a written change request. WISECHAIN will assess the impact of the proposed change and provide a revised Quotation within a reasonable period. No change takes effect until both parties have accepted a revised Quotation in writing. The Customer shall continue to pay for Services as originally agreed during any change negotiation period.

9.5 Acceptance of Deliverables. Where Services result in a defined deliverable, the Customer shall review and either accept or provide written notice of material defects within ten (10) Business Days of delivery. Failure to respond within this period constitutes acceptance. Where the Customer identifies material defects, WISECHAIN will remedy them within a reasonable period at no additional cost. Minor defects that do not materially affect the functionality or purpose of the deliverable do not entitle the Customer to withhold acceptance.

9.6 Subcontracting. WISECHAIN may engage qualified subcontractors to perform part or all of any Services engagement without the Customer’s prior consent, provided WISECHAIN remains responsible for the quality and timeliness of all Services delivered.

9.7 Expenses. Travel, accommodation, subsistence, and any other costs associated with on-site Services are estimated and included in the Quotation prior to acceptance. No expenses will be invoiced to the Customer beyond those specified in the accepted Quotation without a revised Quotation accepted by both parties in writing.

ARTICLE 10 — COMPLAINTS

10.1 Complaint Submission. Any complaint concerning the Solution must be submitted by the Customer to WISECHAIN in writing by email to [email protected] within fifteen (15) Business Days of the Customer becoming aware of the issue. The complaint must include: (a) a clear description of the issue; (b) the date on which the issue was first identified; (c) the specific element of the Solution affected; and (d) any supporting documentation. Complaints lacking sufficient detail may be returned for clarification before the investigation period begins.

10.2 WISECHAIN Response. WISECHAIN will acknowledge receipt of a complaint within three (3) Business Days and will provide a substantive response within fifteen (15) Business Days of receipt of a complete complaint. Where the investigation requires additional time, WISECHAIN will notify the Customer of the expected timeline for resolution.

10.3 Hardware Complaints. Complaints relating to Hardware defects or failures are subject to the notification periods and procedures in Article 6.7 in addition to this Article. Where a conflict exists between Article 6.7 and this Article, Article 6.7 prevails for Hardware defect notifications.

10.4 Escalation. Where the Customer is not satisfied with WISECHAIN’s response, the Customer may escalate the matter in writing to WISECHAIN’s management. Both parties agree to attempt in good faith to resolve escalated complaints within fifteen (15) Business Days of escalation before initiating formal dispute resolution proceedings under Article 23.

10.5 Complaints and Payment Obligations. The submission of a complaint does not entitle the Customer to withhold or delay payment of any undisputed invoice. Only the specific amount directly and demonstrably in dispute may be withheld pending resolution, provided the Customer notifies WISECHAIN in writing of the disputed amount and the basis for the dispute at the time of complaint submission.

ARTICLE 11 — PRICES

11.1 Pricing. Prices for Hardware, Subscriptions, and Services are as specified in the accepted Quotation. Quoted prices are valid for the period stated in the Quotation and lapse automatically upon expiry of that period. Prices confirmed for one Quotation are not binding for subsequent Quotations unless the parties have entered into a multi-year framework agreement expressly stating otherwise.

11.2 Currency. All prices are denominated in the currency specified in the Quotation. For Customers domiciled outside the European Union, prices are denominated in US Dollars unless otherwise agreed in writing. For Customers domiciled within the European Union, prices are denominated in Euros unless otherwise agreed in writing. Where renewal pricing is expressed in a different currency from the original Quotation, the conversion will be made at the European Central Bank reference rate applicable on the date the renewal invoice is issued.

11.3 Inclusions and Exclusions. Unless expressly stated otherwise in the Quotation, prices exclude: (a) VAT and any other applicable taxes, duties, levies, or import and export charges, which are payable by the Customer in addition to the quoted price; (b) expenses associated with on-site Services, which are quoted and invoiced as specified in Article 9.7; and (c) battery replacement costs, which are the Customer’s responsibility as specified in Article 6.9.

11.4 Annual Indexation. WISECHAIN reserves the right to adjust Subscription fees annually on January 1 of each year by applying the Dutch Consumer Price Index (CPI) published by Statistics Netherlands (CBS) for the preceding twelve-month period, subject to applicable law. WISECHAIN will notify the Customer of any indexation adjustment at least thirty (30) days prior to its application. Indexation applies to Subscription fees only and does not affect Hardware prices agreed in an accepted Quotation.

11.5 Extraordinary Cost Adjustment. In addition to annual indexation, WISECHAIN reserves the right to adjust Subscription fees during the Term where WISECHAIN’s underlying costs increase materially due to factors outside its reasonable control, including significant increases in third-party platform fees, hardware component costs, or Network connectivity rates. WISECHAIN will provide the Customer with at least sixty (60) days written notice of any extraordinary cost adjustment and will provide reasonable documentation of the cost increase upon request. Where the Customer does not accept the adjusted pricing, it may terminate the Agreement in accordance with Article 21.3 within thirty (30) days of receiving notice of the adjustment, without liability for early termination.

11.6 Mid-Term Additions. Where the Customer wishes to add Hardware units, Named User licences, or Services during the Term, WISECHAIN will issue a revised Quotation reflecting the additional scope at WISECHAIN’s then-current pricing. Additional units and licences are invoiced on a pro-rata basis for the remainder of the current Term unless otherwise agreed in writing.

11.7 Price Changes at Renewal. WISECHAIN may adjust its pricing at renewal beyond the annual CPI indexation provided it gives the Customer at least thirty (30) days written notice prior to the renewal date. Where the Customer does not accept the revised pricing, it may elect not to renew the Agreement by providing written notice in accordance with Article 13.3.

ARTICLE 12 — PAYMENT

12.1 Payment Terms. Unless otherwise specified in the Quotation, all fees are due and payable one hundred percent (100%) upfront prior to shipment of Hardware and activation of Subscriptions. Payment is considered received only when the full invoiced amount has been credited to WISECHAIN’s designated bank account. WISECHAIN is not obligated to ship Hardware or activate Subscriptions until payment has been received in full.

12.2 Invoicing. WISECHAIN will issue invoices electronically to the email address specified by the Customer in the Agreement or as subsequently notified to WISECHAIN in writing. By entering into the Agreement, the Customer consents to electronic invoicing. Each invoice will include: (a) WISECHAIN’s legal name, address, and VAT number; (b) the invoice date and number; (c) the applicable Quotation reference; (d) a description of the Hardware, Subscription, or Services being invoiced; (e) the applicable fees, currency, and VAT treatment; and (f) WISECHAIN’s bank details for payment.

12.3 Invoice Disputes. Invoices that are not disputed by the Customer by written notice to [email protected] within eight (8) Business Days of issuance are deemed accepted in full. A valid dispute notice must specify: (a) the invoice number and date; (b) the specific amount disputed; and (c) the reason for the dispute in sufficient detail to allow WISECHAIN to investigate. Dispute of an invoice does not entitle the Customer to withhold undisputed amounts. WISECHAIN and the Customer will use good faith efforts to resolve disputed invoices within fifteen (15) Business Days of receipt of a valid dispute notice.

12.4 Late Payment Interest. If the Customer fails to pay any undisputed amount by the due date, interest accrues automatically and without prior notice at the rate of one percent (1%) per month on the outstanding balance, calculated from the first day following the due date and compounding monthly until payment is received in full, without prejudice to WISECHAIN’s right to claim statutory commercial interest under applicable Dutch law where this exceeds the contractual rate.

12.5 Collection Costs. In addition to late payment interest under Article 12.4, the Customer shall pay WISECHAIN a collection cost contribution equal to five percent (5%) of the outstanding balance, with a minimum of EUR 250, as a genuine pre-estimate of WISECHAIN’s administrative and legal costs associated with recovering overdue amounts. This provision is without prejudice to WISECHAIN’s right to claim and prove higher collection costs where actual costs exceed this amount.

12.6 Acceleration. Late, incomplete, or non-payment of any invoice automatically renders all other outstanding invoices immediately due and payable without prior notice or judicial intervention, regardless of any agreed payment schedule or instalment arrangement.

12.7 Suspension of Obligations. Where the Customer has failed to comply with any payment obligation or other material obligation under the Agreement, WISECHAIN is entitled to suspend performance of all its obligations under any active Agreement between the parties, without liability to the Customer, until all outstanding amounts have been paid and all breaches remedied.

12.8 Payment Method. All payments shall be made by wire transfer to WISECHAIN’s designated bank account using the OUR method of transaction, meaning all bank transfer charges are for the account of the Customer. Payments must reference the applicable invoice number. WISECHAIN accepts no responsibility for delays caused by incorrect payment references or the Customer’s use of a non-approved payment method.

12.9 No Set-Off. The Customer shall make all payments due under the Agreement without any deduction, withholding, set-off, or counterclaim of any kind, whether arising under the Agreement or otherwise, unless the Customer has obtained a final and unappealable court judgment entitling it to make such deduction.

ARTICLE 13 — TERM

13.1 Term Commencement. The Subscription Term commences on the date of delivery of Hardware to the Customer’s specified shipping address, unless otherwise agreed in writing in the Quotation. Where the Solution is delivered without Hardware, the Term commences on the date WISECHAIN activates the Customer’s access to the Application.

13.2 Deployment and Data Accumulation Period. The Customer acknowledges that the quality and volume of ownership suggestions, location matches, and analytical outputs generated by the Solution increase progressively as Hardware devices are deployed on Assets and geolocation data accumulates over time. The initial weeks of the Term constitute a deployment period during which devices are installed, paired, and begin transmitting data. WISECHAIN will provide reasonable guidance and support during this period as part of the agreed Services. The deployment period does not reduce or suspend the Customer’s payment obligations or extend the Term. WISECHAIN does not guarantee that any specific volume of ownership suggestions, location matches, or analytical outputs will be generated within any defined period following activation.

13.3 Initial Term and Renewal. The initial Term is as specified in the Quotation. Upon expiry of the initial Term, the Agreement automatically renews for successive periods equal to the initial Term unless either party provides written notice of non-renewal to the other at least thirty (30) days prior to the end of the then-current Term. WISECHAIN will send the Customer a written renewal reminder at least thirty (30) days before the renewal date. Notice of non-renewal by the Customer must be submitted by email to [email protected]. Failure to provide timely notice of non-renewal obligates the Customer to pay all fees for the renewed Term in full regardless of actual use of the Solution during that period.

13.4 Renewal Pricing. Renewal Subscription fees are subject to annual indexation in accordance with Article 11.4 and any price adjustment notified by WISECHAIN in accordance with Article 11.7. The renewal fee applicable to each active unit at the renewal date is as specified in the Quotation or as notified by WISECHAIN at least thirty (30) days prior to renewal. Renewal fees are invoiced and payable in advance of the renewal Term commencement date in accordance with Article 12.1.

13.5 Per-Unit Renewal. At renewal, the Subscription fee is calculated based on the number of active Hardware units at the renewal date. The Customer may reduce the number of active units at renewal by providing written notice to WISECHAIN at least thirty (30) days prior to the renewal date specifying the units to be deactivated. Units not deactivated in accordance with this Article are automatically included in the renewal at the applicable per-unit rate.

13.6 Effect of Non-Renewal. Upon expiry of the Term following valid notice of non-renewal, the Customer’s access to the Application and Data Processing Platform will be deactivated and Hardware devices will cease transmitting data to the platform. WISECHAIN will make Customer Data available for export for a period of thirty (30) days following Term expiry, after which WISECHAIN may permanently delete Customer Data without further notice or liability. The Customer is solely responsible for exporting any data it wishes to retain prior to the expiry of this period.

ARTICLE 14 — TERMINATION

14.1 Termination for Cause by Either Party. Either party may terminate the Agreement by written notice with immediate effect if the other party: (a) commits a material breach of the Agreement and fails to remedy such breach within fifteen (15) Business Days of written notice specifying the breach in reasonable detail; or (b) experiences an Insolvency Event. Material breach includes but is not limited to: non-payment of any undisputed invoice by the due date; unauthorised use of the Solution in violation of Article 8.3; material violation of Article 18 (Confidentiality); and any breach by the Customer of applicable export control or sanctions laws in connection with the use of the Solution.

14.2 Termination for Convenience by WISECHAIN. WISECHAIN may terminate the Agreement or any individual Order at any time for any reason by providing ninety (90) days written notice to the Customer. Upon termination pursuant to this Article 14.2, WISECHAIN will provide the Customer with a pro-rata refund of prepaid Subscription fees covering the period following the effective termination date. This refund constitutes WISECHAIN’s sole financial obligation arising from a termination for convenience and the Customer’s sole remedy in connection therewith.

14.3 Termination for Regulatory or Compliance Reasons. WISECHAIN may terminate the Agreement immediately by written notice, without liability to the Customer, where: (a) continued performance would require WISECHAIN to violate applicable law, regulation, or a binding order of a competent authority; (b) the Customer is added to any sanctions list, export control restricted party list, or similar regulatory designation by any competent authority; or (c) the Customer’s use of the Solution creates material legal, regulatory, or reputational risk for WISECHAIN as determined in WISECHAIN’s reasonable discretion.

14.4 Customer Termination. The Customer may not terminate the Agreement for convenience during the initial Term or any Renewal Term. The Customer’s rights to exit the Agreement are limited to: (a) termination for WISECHAIN’s material breach under Article 14.1; (b) non-renewal in accordance with Article 13.3; and (c) termination triggered by a material change to the Solution or these Terms under Article 21.4. Any purported termination for convenience by the Customer outside these circumstances is deemed a cancellation subject to Article 4.

14.5 Effects of Termination. Upon expiry or termination of the Agreement for any reason: (a) all Subscriptions and licences granted to the Customer terminate immediately; (b) the Customer shall cease all use of the Application and Solution; (c) all outstanding fees for the remainder of the current Term become immediately due and payable, except where termination is caused by WISECHAIN’s material breach or WISECHAIN’s exercise of its termination for convenience right under Article 14.2; (d) each party shall promptly return or certify the destruction of the other party’s Confidential Information upon written request; (e) WISECHAIN will make Customer Data available for export for thirty (30) days following termination, after which WISECHAIN may permanently delete Customer Data without further notice or liability; and (f) WISECHAIN shall have no obligation to maintain Hardware connectivity or platform access following termination.

14.6 No Refunds. Except as expressly provided in Article 14.2, WISECHAIN shall provide no refund of any prepaid fees upon termination of the Agreement, regardless of the reason for termination or the remaining period of the Term.

14.7 Survival. The following Articles survive termination or expiry of the Agreement and continue in full force and effect: Article 1 (Definitions), Article 4 (Cancellation, to the extent applicable), Article 12 (Payment, for outstanding amounts), Article 15 (Liability), Article 16 (Indemnification), Article 18 (Confidentiality), Article 19 (Intellectual Property Rights), Article 22 (Miscellaneous), and Article 23 (Jurisdiction and Applicable Law).

ARTICLE 15 — LIABILITY

15.1 Best-Efforts Standard. WISECHAIN’s liability is assessed against the best-efforts standard of performance to which WISECHAIN has committed under Article 5. WISECHAIN is not liable for any failure to achieve a specific result, outcome, or level of accuracy from the Solution.

15.2 Aggregate Liability Cap. Subject to Article 15.8, WISECHAIN’s total cumulative liability to the Customer arising out of or in connection with the Agreement, whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed in aggregate the total fees actually paid by the Customer to WISECHAIN under the applicable Quotation during the twelve (12) calendar months immediately preceding the date on which the first event giving rise to liability occurred. Where multiple Quotations are active simultaneously, the cap applies per Quotation independently.

15.3 Specific Liability Limits. Within the aggregate cap in Article 15.2, WISECHAIN’s liability is further limited as follows:

(a) for Hardware: the invoice value of the specific Hardware unit or units giving rise to the claim, with WISECHAIN’s sole obligation being, at its election, to repair, replace, or issue a pro-rata credit for the affected Hardware through the manufacturer warranty pass-through process in Article 6.5;

(b) for Services: the fees paid for the specific Services engagement giving rise to the claim as stated in the applicable Quotation.

15.4 Exclusion of Consequential and Indirect Damages. To the maximum extent permitted by applicable law, WISECHAIN is not liable, whether in contract, tort, or any other legal theory, for any loss of profits, revenue, or anticipated savings; loss of business, contracts, or commercial opportunities; loss or corruption of data or information; loss of goodwill or reputation; business interruption; costs of procuring substitute goods or services; or any indirect, special, incidental, consequential, exemplary, or punitive damages of any kind, even if WISECHAIN has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.

15.5 AS-IS Disclaimer. The Solution, including the Application, Hardware, Network connectivity, Data Processing Platform, and all Services, is provided on an as-is and as-available basis. To the fullest extent permitted by applicable law, WISECHAIN disclaims all warranties, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and makes no warranty that the Solution will be uninterrupted or error-free, or that any data, outputs, ownership suggestions, or insights generated by the Solution will be accurate, complete, or timely.

15.6 Safety-Critical Use. The Solution is designed for asset tracking, ownership registration, and installed base intelligence in commercial and industrial contexts. It is not designed, tested, or certified for use in applications where a failure of the Solution could directly cause physical harm to persons or critical damage to infrastructure. The Customer is solely responsible for ensuring that its use of the Solution is appropriate for its operational context and assumes all risk arising from any deployment outside the intended commercial use case.

15.7 Specific Exclusions. Without limiting Articles 15.4 and 15.5, WISECHAIN accepts no liability for:

(a) loss or damage to Assets to which Hardware is attached;

(b) damage resulting from defects in the Customer’s own devices, systems, or infrastructure;

(d) defects caused directly or indirectly by the Customer’s or a third party’s act or omission, including improper installation, handling, or use;

(e) damage caused by incorrect, incomplete, or late information provided by the Customer;

(f) damage caused by the Customer’s continued use of the Solution after becoming aware of a problem;

(g) inaccurate, incomplete, or outdated third-party data used by the Solution; and

(h) Force Majeure Events in accordance with Article 17.

15.8 Mandatory Exceptions. Nothing in this Article 15 excludes or limits liability to the extent that such exclusion or limitation is not permitted under mandatory provisions of Dutch law.

15.9 Essential Basis. The Customer acknowledges that the limitations and exclusions of liability in this Article 15 reflect a reasonable and negotiated allocation of risk between professional parties, form an essential basis of the bargain between the parties, and have been taken into account in determining the pricing of the Solution. Without these limitations WISECHAIN would not have entered into the Agreement on the same commercial terms.

15.10 Claims Bar. Any claim by either party arising out of or in connection with the Agreement must be initiated within one (1) year of the date on which the claiming party knew or reasonably should have known of the facts giving rise to the claim. Claims not initiated within this period are permanently time-barred.

ARTICLE 16 — INDEMNIFICATION

16.1 Customer Indemnification. The Customer shall indemnify, defend, and hold harmless WISECHAIN and its directors, officers, and employees from and against any third-party claims, losses, damages, and reasonable legal costs arising from: (a) the Customer’s misuse of the Solution or use in violation of these Terms or applicable law; (b) any claim by an Asset Owner or third party resulting from the Customer’s deployment or use of the Solution; (c) the Customer’s violation of any applicable export control, sanctions, or data protection law in connection with the Solution; or (d) any negligent or wrongful act or omission of the Customer or its Named Users in connection with the Solution. The Customer’s indemnification obligation applies provided WISECHAIN notifies the Customer promptly of any claim, cooperates reasonably in its defence, and does not settle any claim affecting the Customer without the Customer’s prior written consent.

16.2 WISECHAIN Indemnification. WISECHAIN shall indemnify the Customer against third-party claims that the Solution, used strictly in accordance with these Terms, infringes a valid intellectual property right registered in the European Union, except where the claim arises from the Customer’s modification of the Solution, combination with unauthorised third-party products, or Customer Data.

ARTICLE 17 — FORCE MAJEURE AND HARDSHIP

17.1 Force Majeure. Neither party is liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event as defined in Article 1. A party affected by a Force Majeure Event shall notify the other party in writing as soon as reasonably practicable, describing the nature of the event, its expected duration, and the obligations affected. The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and to resume performance as soon as practicable.

17.2 Effect of Force Majeure on Payment. A Force Majeure Event does not excuse the Customer’s obligation to pay fees for Hardware already delivered, Services already performed, or Subscription periods already commenced prior to the Force Majeure Event. The Customer’s payment obligations for future periods are suspended only to the extent that WISECHAIN is unable to provide the relevant element of the Solution due to the Force Majeure Event.

17.3 Prolonged Force Majeure. If a Force Majeure Event continues for more than three (3) consecutive months, either party may terminate the Agreement by written notice to the other party with immediate effect and without liability, except that the Customer remains obligated to pay all fees for Hardware delivered and Services performed prior to the termination date. WISECHAIN will provide a pro-rata refund of any prepaid Subscription fees covering the period after the termination date.

17.4 Hardship. Where a change in circumstances arising after conclusion of the Agreement makes WISECHAIN’s performance significantly more onerous than reasonably anticipated at the time of contracting, including but not limited to material increases in third-party platform costs, hardware component prices, connectivity rates, or regulatory compliance costs, WISECHAIN may invoke this Article 17.4 by written notice to the Customer. The parties shall negotiate in good faith for a period of thirty (30) days to agree an adjustment to the Agreement that restores a reasonable balance between the parties’ respective obligations. If no agreement is reached within this period, WISECHAIN may adjust the applicable fees on sixty (60) days written notice or, where the Customer does not accept the adjusted fees, terminate the Agreement in accordance with Article 21.4.

17.5 Network and Third-Party Infrastructure. Failures, outages, or degraded performance of third-party infrastructure on which the Solution depends constitute Force Majeure Events with respect to WISECHAIN’s obligations. WISECHAIN is not liable for any interruption to the Solution caused by such failures and is not obligated to provide credits, refunds, or compensation in connection therewith.

ARTICLE 18 — CONFIDENTIALITY

18.1 Confidentiality Obligation. Each party shall keep confidential all Confidential Information received from the other party in connection with the Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing party. Each party shall protect the other party’s Confidential Information with at least the same degree of care it applies to its own confidential information of a similar nature, and in any event with no less than reasonable care.

18.2 Permitted Disclosures. Each party may disclose the other party’s Confidential Information solely to those of its directors, officers, employees, contractors, and professional advisers who have a genuine need to know such information for the purposes of the Agreement, provided such persons are bound by confidentiality obligations at least as protective as those in this Article. Each party remains responsible for any breach of this Article by persons to whom it discloses Confidential Information.

18.3 Legal Disclosure. Where a party is required by applicable law, regulation, or order of a competent authority to disclose the other party’s Confidential Information, it shall, to the extent legally permitted: (a) provide the other party with prompt prior written notice of the required disclosure; (b) cooperate with the other party in seeking a protective order or other appropriate relief; and (c) disclose only the minimum amount of Confidential Information necessary to comply with the requirement.

18.4 Duration. The confidentiality obligations in this Article 18 apply during the Term and for a period of five (5) years following termination or expiry of the Agreement for any reason. Notwithstanding the foregoing, confidentiality obligations with respect to information that constitutes a trade secret under applicable law continue for as long as such information retains its status as a trade secret, without time limitation.

18.5 Return and Destruction of Confidential Information. Upon termination or expiry of the Agreement, or upon written request by the disclosing party, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, including all copies, extracts, and summaries thereof, and shall certify such return or destruction in writing upon request. The receiving party may retain copies of Confidential Information to the extent required by applicable law or regulation, subject to the continuing confidentiality obligations of this Article.

18.6 Ownership. Each party retains sole ownership of its own Confidential Information. Nothing in these Terms or the Agreement grants the receiving party any rights in or to the disclosing party’s Confidential Information beyond the limited right to use it for the purposes of the Agreement.

18.7 Injunctive Relief. Each party acknowledges that a breach of this Article 18 may cause irreparable harm to the disclosing party for which monetary damages would be an inadequate remedy, and that the disclosing party is therefore entitled to seek injunctive or other equitable relief in addition to any other remedies available at law, without the requirement to post any bond or prove actual damages.

18.8 Reference and Publicity. Neither party shall issue any press release, public announcement, or marketing material that mentions the other party or the subject matter of the Agreement without the other party’s prior written consent. Notwithstanding the foregoing, WISECHAIN may include the Customer’s name and logo in its customer reference list and related marketing materials unless the Customer notifies WISECHAIN in writing that it objects to such use, in which case WISECHAIN will remove the reference within a reasonable period. The Customer may not reference WISECHAIN, its technology, or the Agreement in any external communication without WISECHAIN’s prior written consent.

ARTICLE 19 — INTELLECTUAL PROPERTY RIGHTS

19.1 WISECHAIN Ownership. WISECHAIN exclusively owns all right, title, and interest, including all Intellectual Property Rights, in and to: (a) the Solution, including the Application, Data Processing Platform, Hardware designs, software, source code, algorithms, AI models, data processing pipelines, APIs, and documentation; (b) all modifications, improvements, updates, and derivative works of the foregoing, regardless of who contributed to or suggested them; (c) Aggregated Data; (d) Derived Insights; and (e) Platform Data. No title to any of the foregoing transfers to the Customer under the Agreement, and no implied licences are granted.

19.2 Customer Ownership. As between the parties, the Customer retains ownership of Customer Data as defined in Article 1. The Customer’s ownership of Customer Data does not extend to Aggregated Data, Derived Insights, or Platform Data generated by WISECHAIN’s processing of Customer Data, all of which belong exclusively to WISECHAIN in accordance with Article 19.1.

19.3 Licence to WISECHAIN. The Customer grants WISECHAIN a non-exclusive, royalty-free, worldwide, sublicensable, and transferable licence to access, store, process, copy, modify, transmit, and use Customer Data during the Term solely to: (a) provide, maintain, and improve the Solution; (b) generate Aggregated Data and Derived Insights; (c) develop and refine WISECHAIN’s algorithms and AI models on an anonymised basis; and (d) comply with applicable legal obligations. This licence survives termination of the Agreement solely with respect to anonymised and aggregated processing already performed prior to termination.

19.4 WISECHAIN’s Right to Use Aggregated Data and Derived Insights. WISECHAIN has an unrestricted, perpetual, irrevocable right to use, reproduce, distribute, and commercially exploit Aggregated Data and Derived Insights for any lawful purpose, including improving and developing the Solution, generating industry benchmarks and reports, and licensing insights to third parties. No revenue sharing, royalty, or compensation is owed to the Customer in connection with WISECHAIN’s use of Aggregated Data or Derived Insights.

19.5 Licence to the Customer. WISECHAIN grants the Customer a personal, limited, non-exclusive, non-assignable, and non-transferable licence to access and use the Solution during the Term solely for the Customer’s own internal business purposes in accordance with the applicable Subscription type and these Terms. This licence terminates automatically upon expiry or termination of the Agreement for any reason.

19.6 Feedback. If the Customer provides WISECHAIN with any suggestions, ideas, enhancement requests, or other feedback regarding the Solution, the Customer assigns to WISECHAIN all right, title, and interest in such feedback. WISECHAIN may use, incorporate, and commercialise feedback without restriction, compensation, or attribution to the Customer.

19.7 Restrictions. The Customer shall not: (a) reverse engineer, decompile, or disassemble any part of the Solution or attempt to derive its source code or underlying algorithms; (b) sublicense, sell, transfer, assign, or otherwise exploit the Solution or any component thereof; (c) access the Solution to build or support a product or service that competes with WISECHAIN; (d) remove or obscure any proprietary notices on the Solution or its documentation; or (e) use the Solution in any manner that infringes WISECHAIN’s Intellectual Property Rights.

19.8 Third-Party Components. The Solution incorporates third-party software components, AI models, data services, and platforms. Such third-party components are subject to their respective licence terms, which WISECHAIN holds on behalf of the Solution. WISECHAIN represents that it holds the necessary licences to incorporate such components in the Solution as delivered. The Customer’s use of the Solution does not grant any licence to underlying third-party components beyond what is strictly necessary to use the Solution as intended. WISECHAIN may update, replace, or substitute third-party components at any time provided the core functionality of the Solution is not materially affected.

19.9 Trademarks. All trademarks, service marks, trade names, and logos associated with the Solution, including WISECHAIN and Sentinel, are the exclusive property of Wise at Core B.V. The Customer acquires no right to use any of these marks beyond a limited, non-exclusive, revocable right to identify WISECHAIN as its service provider during the Term, in a manner that does not misrepresent the relationship between the parties. Any other use requires the prior written consent of Wise at Core B.V.

19.10 Breach of Intellectual Property Obligations. In the event of a breach or threatened breach of this Article 19 by the Customer, WISECHAIN is entitled to seek immediate injunctive relief in addition to any other remedies available at law or under these Terms, without the requirement to prove actual damages or post any bond.

ARTICLE 20 — PRIVACY

20.1 WISECHAIN as Controller. WISECHAIN collects and processes personal data of the Customer’s contact persons, Named Users, and representatives solely for the purposes of managing the commercial relationship, fulfilling the Agreement, and communicating with the Customer. In this capacity WISECHAIN acts as an independent data controller. Such processing is governed by WISECHAIN’s Privacy Notice, available on the Website, which the Customer acknowledges having read and accepted by entering into the Agreement.

20.2 Nature of Solution Data. The Solution is designed to collect and process data relating to physical Assets and business establishments, not individuals. The data generated by Hardware devices, including location coordinates, temperature readings, and acceleration data, constitutes machine data and does not qualify as personal data under Regulation (EU) 2016/679 (GDPR) or any equivalent applicable data protection law. WISECHAIN does not collect, process, or store personal data relating to Asset Owners, end users, or any individual through the operation of the Solution.

20.3 CRM Synchronisation Data. Where the Customer synchronises Account or Site records from its CRM system with the Solution for the purpose of ownership matching, the Customer confirms that: (a) such data relates to legal entities and business establishments and does not constitute personal data; or (b) where any such data does constitute personal data, the Customer has the necessary legal basis to share it with WISECHAIN for the purposes of the Solution, and indemnifies WISECHAIN against any claim arising from the Customer’s failure to establish such legal basis.

20.4 Named User Data. WISECHAIN processes Named User credentials and access logs solely for the purpose of providing and securing access to the Application. This processing is limited to the minimum data necessary for that purpose. Named Users may exercise their rights under applicable data protection law by contacting WISECHAIN at [email protected].

20.5 Data Security. WISECHAIN implements appropriate technical and organisational measures to protect all data processed in connection with the Solution against unauthorised access, disclosure, alteration, or loss. These measures include encryption in transit and at rest, access controls, and authentication mechanisms. WISECHAIN holds ISO 27001 certification, details of which are available upon request.

20.6 Data Breach Notification. In the event of a confirmed security breach affecting Customer Data or Named User data, WISECHAIN will notify the Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach. The notification will describe the nature of the breach, the data affected, the likely consequences, and the measures taken or proposed to address it. The Customer is responsible for any notifications required by applicable law to its own Named Users or regulatory authorities in connection with such a breach.

20.7 Sub-processors and Third-Party Services. WISECHAIN uses third-party infrastructure providers and technology platforms to deliver the Solution. Such providers process data only to the extent necessary to deliver their respective services and are bound by appropriate data protection and confidentiality obligations. A list of WISECHAIN’s material infrastructure providers is available upon request. WISECHAIN will notify the Customer of any material change to its infrastructure provider arrangements that could affect the security or handling of Customer Data.

20.8 International Data Transfers. Where Customer Data or Named User data is transferred outside the European Economic Area in connection with the delivery of the Solution, WISECHAIN ensures that such transfers are made in accordance with applicable data protection law, including through the use of standard contractual clauses or equivalent transfer mechanisms approved by the European Commission.

20.9 Customer’s Data Protection Obligations. The Customer is solely responsible for ensuring that its own use of the Solution, including its deployment of Hardware on Assets, its CRM synchronisation practices, and its use of the Solution’s outputs, complies with all applicable data protection laws and regulations in the jurisdictions where it operates.

ARTICLE 21 — CHANGES TO THE TERMS OR THE SOLUTION

21.1 Changes to These Terms. WISECHAIN reserves the right to amend these Terms at any time. Amended Terms will be published on the Website and notified to the Customer by email at least thirty (30) days before they take effect. Continued use of the Solution after the effective date of amended Terms constitutes acceptance of the amended Terms. Where the Customer does not accept amended Terms, it may terminate the Agreement in accordance with Article 21.4.

21.2 Changes to the Solution. WISECHAIN distinguishes between the following categories of change:

(a) Non-material changes: updates, patches, bug fixes, security improvements, performance enhancements, and minor feature additions that do not reduce the core functionality available to the Customer under its Subscription type. Non-material changes may be implemented at any time without notice and do not trigger any Customer rights under this Article.

(b) Material changes: changes that substantially reduce or remove a core feature of the Solution on which the Customer materially relies, or that require the Customer to make significant changes to its internal processes or systems to continue using the Solution. Material changes will be notified to the Customer at least thirty (30) days in advance and are subject to Article 21.4.

21.3 Changes to Pricing. Changes to Subscription pricing beyond annual CPI indexation under Article 11.4 are governed by Article 11.7. Extraordinary cost adjustments are governed by Article 11.5. Price changes do not constitute a material change to the Solution for the purposes of Article 21.2(b) and do not independently trigger the Customer’s exit right under Article 21.4, except where the price increase exceeds fifteen percent (15%) above the applicable CPI indexation in any twelve-month period.

21.4 Customer Exit Right on Material Change. Where WISECHAIN notifies the Customer of a material change to the Terms or the Solution under Articles 21.1 or 21.2(b), the Customer may terminate the Agreement by written notice to WISECHAIN within thirty (30) days of receiving the change notification, provided that: (a) the change materially and demonstrably disadvantages the Customer in the context of its specific use of the Solution; and (b) the Customer provides WISECHAIN with a written explanation of the specific disadvantage within the thirty-day period. Termination under this Article entitles the Customer to a pro-rata refund of prepaid Subscription fees for the period following the termination date. This refund constitutes the Customer’s sole remedy in connection with a material change and the Customer may not claim any further damages or compensation from WISECHAIN.

21.5 Hardware Discontinuation. Subject to at least thirty (30) days written notice, WISECHAIN may discontinue the sale of specific Hardware models or variants. Discontinuation of a Hardware model does not affect existing deployed devices, which will continue to function and be supported for the remainder of the active Subscription Term. WISECHAIN is not obligated to supply discontinued Hardware models for new orders or renewals and the Customer has no claim against WISECHAIN arising from Hardware discontinuation.

21.6 Third-Party Driven Changes. Where a change to the Solution is required as a result of a change by a third-party platform provider, WISECHAIN will implement the required change with as much notice as the third-party change permits. Third-party driven changes do not constitute a material change by WISECHAIN and do not trigger the Customer’s exit right under Article 21.4, provided WISECHAIN uses reasonable efforts to maintain equivalent functionality following the change.

ARTICLE 22 — MISCELLANEOUS

22.1 Entire Agreement. The Agreement, comprising the Quotation and these Terms together with all documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, understandings, and agreements, whether oral or written, relating to that subject matter. Each party confirms that it has not entered into the Agreement in reliance on any representation or warranty not expressly set out in the Agreement.

22.2 No Waiver. No failure or delay by either party in exercising any right or remedy under the Agreement constitutes a waiver of that right or remedy. No single or partial exercise of any right or remedy prevents any further or other exercise of that right or remedy or the exercise of any other right or remedy. Any waiver of a right must be express and in writing signed by an authorised representative of the waiving party. A written waiver of a specific breach does not constitute a waiver of any subsequent or different breach.

22.3 Severability. If any provision of these Terms is held to be invalid, unlawful, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The validity, legality, and enforceability of the remaining provisions shall not be affected. The parties shall negotiate in good faith to replace any deleted provision with a valid provision that achieves as closely as possible the same commercial effect as the deleted provision.

22.4 Assignment by Customer. The Customer may not assign, transfer, novate, or otherwise dispose of any of its rights or obligations under the Agreement, in whole or in part, without the prior written consent of WISECHAIN. Any purported assignment without such consent is void. A change of control of the Customer, whether by merger, acquisition, sale of assets, or otherwise, constitutes an assignment for the purposes of this Article and requires WISECHAIN’s prior written consent. WISECHAIN may condition its consent on revised commercial terms reflecting the assignee’s profile and intended use of the Solution.

22.5 Assignment by WISECHAIN. WISECHAIN may assign or transfer its rights and obligations under the Agreement to: (a) an affiliate or subsidiary of Wise at Core B.V.; or (b) a successor entity acquiring all or substantially all of WISECHAIN’s business or assets, provided that such successor is not a direct competitor of the Customer and assumes all of WISECHAIN’s obligations under the Agreement in writing. WISECHAIN will notify the Customer of any such assignment at least thirty (30) days in advance. Where the assignee is a direct competitor of the Customer, WISECHAIN will obtain the Customer’s prior written consent before completing the assignment, such consent not to be unreasonably withheld or delayed.

22.6 Notices. All formal notices required under the Agreement must be in writing and delivered by: (a) email to the address specified in the Quotation or as subsequently notified in writing, with delivery confirmed by read receipt or written acknowledgment; or (b) registered mail or recognised overnight courier to the party’s registered address. Notices are deemed received: (i) by email, on the date of confirmed delivery during a Business Day, or on the next Business Day if received outside Business Hours; and (ii) by post or courier, on the third Business Day following dispatch. WISECHAIN’s address for formal notices is [email protected] and Esdoornstraat 147, 2565HR Den Haag, The Netherlands.

22.7 Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates or implies any partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other’s behalf.

22.8 Costs. Unless otherwise expressly stated in the Agreement, each party bears its own costs and expenses in connection with the negotiation, preparation, and execution of the Agreement. Legal costs incurred in connection with a dispute are governed by Article 23.

22.9 No Third-Party Beneficiaries. The Agreement is made for the sole benefit of the parties and their respective permitted successors and assigns. Nothing in the Agreement, express or implied, confers any right, benefit, or remedy on any third party, including Asset Owners.

22.10 Further Assurance. Each party shall, at the reasonable request and expense of the requesting party, execute such documents and take such further steps as may reasonably be required to give full effect to the Agreement.

ARTICLE 23 — JURISDICTION AND APPLICABLE LAW

23.1 Governing Law. The Agreement and these Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of The Netherlands, excluding: (a) any conflict of laws rules that would result in the application of another jurisdiction’s law; (b) the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980); and (c) the New York Convention on the Limitation Period in the International Sale of Goods (1974).

23.2 Amicable Resolution. The parties shall attempt in good faith to resolve any dispute arising out of or in connection with the Agreement through direct negotiation between senior representatives of each party. Either party may initiate this process by written notice to the other describing the dispute in reasonable detail. The parties shall meet or confer within fifteen (15) Business Days of such notice. If the dispute is not resolved within thirty (30) days of the initial notice, either party may proceed to arbitration under Article 23.3.

23.3 Arbitration. If the parties are unable to resolve a dispute through amicable resolution under Article 23.2, the dispute shall be finally and exclusively resolved by arbitration administered by the Netherlands Arbitration Institute (NAI) in accordance with the NAI Arbitration Rules in force at the time of submission. The arbitration shall be conducted by a sole arbitrator unless the NAI determines that the complexity or value of the dispute requires a panel of three arbitrators. The seat of arbitration shall be The Hague, The Netherlands. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.

23.4 Interim Relief. Notwithstanding Article 23.3, either party may apply to any court of competent jurisdiction for interim or injunctive relief to protect its rights pending the constitution of the arbitral tribunal or the resolution of the dispute, including in cases of threatened or actual breach of Articles 18 (Confidentiality) or 19 (Intellectual Property Rights). Such application does not constitute a waiver of the right to arbitrate and does not affect the arbitral tribunal’s jurisdiction over the substantive dispute.

23.5 US Customer Addendum. Where the Customer is domiciled in the United States of America, the parties may agree in writing to substitute New York law as the governing law of the Agreement and ICC arbitration rules with a seat in New York as the dispute resolution mechanism, in lieu of Articles 23.1 and 23.3. Such substitution requires a written addendum to the Quotation signed by authorised representatives of both parties before the Agreement comes into force. In the absence of such a signed addendum, Articles 23.1 and 23.3 apply without exception regardless of the Customer’s domicile.

23.6 Claims Bar. Any claim by either party arising out of or in connection with the Agreement must be initiated within one (1) year of the date on which the claiming party knew or reasonably should have known of the facts giving rise to the claim. Claims not initiated within this period are permanently time-barred. This Article 23.6 constitutes the sole claims bar provision in these Terms.

23.7 Language of Proceedings. All dispute resolution proceedings under this Article 23, whether amicable, arbitral, or judicial, shall be conducted in English. All documents submitted in connection with such proceedings shall be in English or accompanied by a certified English translation.

Wise at Core B.V.

Esdoornstraat 147, 2565HR Den Haag, The Netherlands

[email protected] | www.wise-chain.com

Terms & conditions

Contact info

+31 622 385 251

[email protected]

The Hague, The Netherlands

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Terms & conditions

Contact info

+31 622 385 251

[email protected]

The Hague, The Netherlands

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