General Terms & Conditions Avy B.V.
General
These general terms and conditions ("GTCs") apply to all (follow-up) offers, quotations, invoices and sales/purchase of goods and/or provision of services to any purchaser or potential purchaser (including resellers and end users) (each a "Buyer") of or relating to(the use) Avy goods and/or services, whether or not provided by or on behalf of Avy B.V. and its subsidiaries ("Avy") or via a third party (e.g. an Avy approved agent, reseller, distributor) to such a Buyer.
In case Avy and the Buyer have entered into a separate written Agreement with any party (‘Collaboration party’), e.g. relating to the use (e.g. via sale, rental or lease) of products or the provision of services by Avy, and including without limitation an agency, reseller or distributor Agreement, these GTCs shall additionally apply to such separate Agreement to the extent the GTCs are not inconsistent with the terms of the separate Agreement (which in such cases prevails). The Collaboration party and Buyer may each be referred to as ‘Party’.
An order by a Party to purchase goods or services from Avy (‘Order’) shall be binding only if, and to the extent that, such Order is (in any form) accepted by Avy (which has full discretion in its decision). Any offer or (draft) agreement for the delivery of goods or services, shared by Avy with the Party (‘Offer’) shall be binding only if, and to the extent that the Party (in any form) accepts such Offer, subject to the terms thereof, unless withdrawn in writing (which incl. email) by Avy before acceptance by the Party. A quotation is not an Offer, unless confirmed in writing by Avy. In case an Offer includes specific delivery terms, such as (intended) milestones, delivery schedules, these are indicative only and not guaranteed. Avy will not incur any liability as a result of not meeting such term(s), nor can the fact that Avy does not meet such terms be a cause for the Party to withdraw acceptance of the Offer or terminate any Agreement. Any accepted Order, accepted Offer or other type of agreement for the sale of goods and/or services by Avy to the Party (including as described in clause 1.2) are considered valid agreements (each an: ‘Agreement’) and may include prevailing terms that deviate from these GTCs.
Notwithstanding clause 1.2, the GTCs shall be exclusive of, and prevail over, all other terms or conditions of the Party and third parties, regardless of how those are communicated (e.g. via email, links, order forms, request for offers/quotations/purchase), unless expressly otherwise agreed by Avy. All such other terms or conditions are expressly rejected by Avy. In case the Party accepts an Offer or places an Order or enters into any other Agreement with Avy, the Party agrees to be bound by the GTCs. Any amendment of or deviation from the GTCs requires a written confirmation of Avy and, unless confirmed in writing, only applies to that instance.
Avy may amend the GTCs at any time and will take reasonable steps (e.g. to share a link to the updated version) to inform the other Party of such amendment. The amended GTCs will apply to any arrangement described herein between Avy and the other Party, after such communication to such Party took place, unless the Party denied acceptance in writing to Avy within 14 days. In such a case, to Avy’s discretion, the old version remains applicable or the arrangement may be terminated by Avy.
The Party may not, without Avy's prior written consent, assign to any third party, all or any of its rights under the GTCs or any Agreement to which these GTCs apply. Without incurring any liability, Avy may, to its sole discretion and without incurring any liability, terminate the relevant Agreement (including collaboration with the Party and support of (the goods and/or services provided to) the Party), which effectively means any further support in relation to the goods and/or services provided to the Party under any Agreement, with immediate effect if the Party undergoes a Change in Control and the party/person taking over such control is considered, to Avy’s sole discretion, to not have a (statutory) purpose or values inconsistent with - or does not comply with - Avy’s statutory purpose or values (‘Use for Good’), e.g. in relation to the type of use of the products and/or services Avy provides. A Change in Control shall be deemed to have occurred if there is a change in (indirect) ownership representing more than fifty percent of the voting capital stock of the Party, or of other interests having majority voting rights or any other power in any other form which entitles the holder thereof to majority voting rights with respect to management decisions of the Party.
Avy’s ‘Use for Good’ is defined as follows: Avy’s technology, skills, and partnerships must, to Avy’s discretion, always be used for the benefit of society and the environment and in line with Avy’s core values and any Party commits thereto. Avy core values include that all use of Avy products and/or services must be sustainable, humanitarian and not adverse to nature conservation use. Furthermore, all use must be transparent and must not contravene equality of rights, e.g. regarding gender, ethnicities and beliefs. The following (or similar use) of Avy goods and/or services is, to avy’s discretion, not allowed: any use for offensive (war) purposes, or any other form of violent/forceful or criminal use, including violation of international human rights as described in the Universal Declaration of Human Rights (e.g. life, personal integrity, freedom of expression, speech or privacy) and any use that may have an adverse effect on the environment, or which may oppose the UN Sustainable Development Goals or the goals described in the Paris Agreement 2015. Use by entities listed on any international sanction list, or by entities listed on the freedom index of the Freedom House with a lower score than 35/100 is not allowed. .
Payment terms
All prices included in an Offer, Order or Agreementquoted by Avy are valid for 30 days and only relate to the relevant Offer, Order or Agreement and products and/or services listed therein. After 30 days after the relevant price has been communicated, Avy has the right to adjust the relevant price (also for services/products still to be provided under the existing Agreement), which will be communicated to the Buyer. Subject to clause 2.2, the Buyer has the right to terminate the Agreement in case it does not accept the increase of the price with immediate effect, unless Avy decides to deliver the goods and/or services (or similar) for the original price. Any prices regarding the provision of services may be indexed on a yearly basis. All prices communicated (e.g. in an Offer) by Avy are in Euros (unless stated otherwise), exclusive of delivery costs (and related insurance), and exclusive of any expenses made by Avy (including any inspection costs) as well as VAT and other government levies, unless agreed otherwise in writing. Prices only apply to specific Agreements and may be adjusted for follow-up Agreements.
Subject to clause 2.1At all times, Avy may implement price increases during the term of an Agreement, or for goods and/or services still to be provided to the Party under an existing Agreement, e.g. if unforeseen circumstances lead to substantial cost increases. Such increases will always be communicated as soon as reasonably possible to the Party. Any increase of max 5% compared to the price included in the Agreement is considered acceptable by the Party. In case the price increase is above 5%, Avy and the Party will enter into negotiations to agree to a new price. If the Party does not agree to an increase above 5%, Avy may decide to deliver the goods and/or services at the new increased price (with an added 5%), or to terminate the Agreement.
All payments must be made within the term included in the relevant invoice (if not included, this is 14 days). If the Party does not pay any amount within the term included in the relevant invoice, the Party is immediately in default, without notice of default being required. From that moment onwards, the Party must pay the statutory commercial interest rate, calculated from the moment that the Party is in default until the moment that the amount is paid in full. Such interest shall accrue on a daily basis from the due date until the date of the actual payment of the overdue amount. The aforementioned is without prejudice to any other rights and remedies Avy may have to enforce obligations of the Party.
If a Party is in default of any payment obligation, Avy has the right to suspend fulfilling its relevant obligations until payment has been made in full, unless the Party has provided adequate security for payment at the request and to the satisfaction of Avy. Avy (and Avy only) may at any time, without limiting any other rights or remedies it may have, set off any amount the Party owes to Avy, against any amount payable by Avy to the Party, or suspend delivery of agreed goods and/or services until payment is fulfilled. The Party cannot not invoke any (right to) suspension (opschorting) or settlement (verrekening) of any amount due towards Avy.
Specifications of goods and services and warranty
Goods and services are supplied and delivered as is as per the moment of delivery. Avy warrants that goods and/or services delivered will only conform to the specifications for such goods as communicated at the time of conclusion of the Agreement, subject to the disclaimers included therein and for the duration of at least 12 months after delivery, subject to the correct use of the goods as prescribed herein and the correct and timely and prescribed maintenance by Avy, e.g. in the documentation provided at delivery or accessible on the customer portal. Such warranty only applies to first buyers. Avy is never liable for damage caused by parts not created by Avy. The aforementioned warranty applies only to Avy products manufactured by Avy that contain Avy Marks. The warranty does not apply to any third-party software.
If the Party alleges that the delivered goods do not conform to such specifications, the Party shall within 7 days after delivery forthwith, in accordance herewith, notify Avy in writing of the alleged defects and shall, at Avy's option, return the goods and packing at its own expense to Avy or, where so directed, hold the goods and packing for inspection by Avy. After the aforementioned period, the goods are deemed accepted by the Party. If the goods are proven by an independent third party not to conform to the agreed specifications, Avy will arrange for the repair or replacement of such goods free of charge, provided such goods have been paid for in full by the Party. These GTCs shall apply to any repaired or replacement goods supplied by Avy under the terms of this warranty. In case of a flight incident and the Party claims such incident is the result of a manufacturing flaw of a product created by Avy, the Party must notify Avy in writing within 72 hours after the incident. In such cases, the warranty and incident process of Avy [insert correct name] applies.
Subject to clause 2.2, Avy can, at all times, make any such improvements and modifications (in specifications) of goods and/or services at any time (provided that such improvements or modifications do not materially and negatively affect the form, fit or function of the goods and/or services as shared with the Party at the moment of conclusion of an Agreement) without prior notice as Avy or its suppliers consider desirable in the circumstances, without obligation to modify or change any goods previously delivered or to supply new goods in accordance with earlier specifications, unless Avy agrees otherwise in writing.
If a Party wishes to change any of the specifications of any goods and/or services still to be supplied by Avy, Avy and Party must first agree on terms of such changes (e.g. additional costs may apply), subject to clause 2.2.
Intellectual Property Rights
Avy is the exclusive owner of all intellectual property rights, such as – but not limited to – rights relating to patents, trademarks, designs, database rights, service marks, trade names, copyrights, trade secrets, domain names, know-how, goodwill, property rights and processes and applications to any of the aforementioned (the “Intellectual Property Rights”), in or related to: (i) the name "Avy"; (ii) any and all service-marks, trademarks and trade names now or in the future used in connection with the goods and/or services ("Marks"); (iii) the products and/or services it creates and provides; and (iv) any accompanying drawings, specifications or other materials (e.g. instruction or operational manuals, pictures) supplied by Avy in relation thereto and to products created in the production process (e.g. molds), also in case the Party is hired to independently perform services / create products for Avy. The Party will ensure that, if necessary, any of such rights are unlimitedly licensed to Avy and transferred to Avy. The Party will not use the Marks for any purpose other than described herein (unless agreed to in writing by Avy) and the Party shall conform to the standards and instructions which Avy may from time to time prescribe. The Party will not remove (or make invisible/unrecognisable/obscure) any Marks, logos, notices or serial numbers from the goods.
Subject to the GTCs and possible specific obligations under an additional Agreement, Avy hereby grants the Party, which the Party accepts, a non-transferable, non-exclusive, non-sublicensable licence for use of the Marks, the goods and/or services provided to the Party, for the purposes as described in the applicable Agreement (the “License”). If the Party no longer complies with its obligations, such licence automatically ceases, unless otherwise agreed in writing by Avy.
Any Party is obliged to use the Avy Marks, trade name, trademarks and/or logos in any (social) media (post) and/or press releases (which are always subject to Avy’s written approval) that concern the collaboration of Avy and the Party, unless otherwise agreed in writing between them. Avy is always allowed to use the Party’s tradename and trademarks in its commercial communications.
Delivery
Unless otherwise agreed, the delivery of goods and/or services excludes delivery (and insurance costs), freight charges, shipping costs, import licensing fees or duties or any (import) taxes/duties or levies related to the goods. All import and export duties, licenses, permits, custom charges, and taxes related to Avy goods, if applicable, are the responsibility of the Party. In case delivery has been confirmed in writing by Avy, and unless otherwise agreed, delivery of goods is Ex Works (Incoterms 2020) by Avy's normal method of transportation to the Party's nominated address. Any specific requests from the Party regarding delivery (e.g. requested insurance) other than by Avy's standard method of transportation as described on the cover sheet of the relevant Agreement are subject to Avy's prior written agreement and shall entitle Avy to adjust the price and delivery terms accordingly. Delivery as described herein also means acceptance of the goods and services by the Party, subject to clause 5.3.
Unless otherwise agreed, Avy determines the specification for packaging of the goods. Avy may pack all goods in such manner, with such materials, and in such quantities as it sees fit and shall not be obliged to comply with any packaging instructions or requests from the Party. The cost of special packaging, if agreed or deemed necessary by Avy, shall be an additional charge.
Partial delivery shall not affect the Party's obligation to pay (and the terms thereof) as described in the relevant Agreement. Goods shall be signed for on receipt. In case the Party finds there is a discrepancy in delivery this must be notified (i) to Avy in writing within 5 working days of receipt of the goods and/or services. After such a period, the goods and/or services are deemed to have been fully accepted, without any reservations.
Claim
Any complaints against Avy must be notified to Avy within one month of the date upon which the Party became aware or ought to have become aware of the circumstances giving rise to the complaint. All complaints not notified accordingly are waived by the Party.
Usage
The Buyer accepts full responsibility and liability for all damages resulting from its use of the Avy goods and/or services it fully owns and it fully responsible to comply with all applicable flight, safety and incident regulations and provisions. Use of Avy goods and/or services by the Party must always take place in compliance with The Party mustwill abide by all applicable laws and regulations in the designated country of operation, as well as in compliancey with Avy's flight and maintenance instructions (e.g. as described in Avy’s Flight Manual and additional documentation that may be provided). The use of the Avy goods must not pose a security risk, be detrimental to public perception, or expose Avy to any form of liability. Avy goods may only be operated by people who successfully followed an Avy-approved training and who are trained by Avy personnel or instructors approved by Avy. Avy is never liable for any damages resulting from the use of the Avy goods and/or services by the Party, unless such liability cannot be limited by relevant law.
TThe Party acknowledges that the use of specific Avy goods (e.g. drones and control towers) is reliant on additional services (e.g. (third party) software) provided for or arranged by or via Avy. For software owned by Avy, the Party only receives a license from Avy subject to the conditions described herein. Additional conditions may apply to the use of third party software and may be are described in a separate agreement. Avy is not liable for damages resulting from the Party’s use of such third party software. Avy reserves the right to impose -at any time - flight restrictions, ground or decommission the goods, access to software or otherwise ensure the goods and/or services can no longer be used, in case to the sole discretion of Avy the Party (or any third party) breaches the GTCs, causes flight safety concerns, or uses the goods and/or services in violation of the purposes described as aforementioned (‘not Use for Good’ as described herein), or in case the goods are not considered safe to operate. Avy will not incur any liability based on a decision described in this clause.
Risk and property
Unless otherwise agreed, the risk of loss or damage to the goods or caused by the use thereof shall vest and exclusively lies with the Party as of the moment of delivery (Ex Works) of the goods as described herein, regardless whether Avy has insurance for transportation.
Avy retains title to the goods until it has received payment in full (irrevocably credited to its bank account) of all sums due and/or owing in connection with the supply of all goods and services to the Party at any time. This retention of ownership overrides any Agreement the Party may have entered with a third party with respect to the transfer of ownership of the goods. The Party may not use the Avy goods and/or services in case the title has not been fully transferred to the Party.
Until title to the goods has passed to the Party, the Party shall i) hold the goods on a fiduciary basis as Avy’s custodian, and act in a manner consistent with that status; ii)not, without Avy’s permission, remove packaging (when applicable); iii) store such goods in such a way that they are clearly identifiable as Avy's property and maintain readily available records identifying them as such; iv) maintain the goods in the condition in which they were delivered and keep insured against all risks from the date of delivery by Avy to the Party, v) notify Avy immediately if it becomes subject to any events resulting in a breach of this clause.
AnyThe Party shall, relating to the goods and/or services as Avy may reasonably require from time to time and for the purpose of controlling whether the goods and/or services are used in compliance with the GTCs, provide to Avy any information in respect of: (i) the persons/entities to whom it (aims to) sell(s) or dispose(s) goods and/or services, and (ii) the payments made by such person for such goods;
All goods and services supplied by Avy in the Party's possession shall be presumed to belong to Avy unless the Party can prove otherwise.
Avy shall be entitled to trace the proceeds of any sale and any insurance proceeds received by the Party in respect of goods owned by Avy. Such proceeds shall be held by the Party on trust for Avy.
Default of Party
Avy may terminate the relevant Agreement by written notice, with immediate effect when the Party is in default, without incurring any liability. The Party is in default if, amongst others: (a) it is in breach of any of these GTCs or any Agreement (including trading with or in countries, which is not allowed under international trade restrictions) and has not remedied the default within 30 days after being notified in writing or in case that is impossible, or (b) it becomes subject to any of the following events; i) is involved in any legal proceedings concerning its solvency; ii) files for, or commits an act of bankruptcy or is adjudicated bankrupt; iii) enters into liquidation, whether compulsory or voluntary, other than for the purposes of amalgamation or reconstruction; iv) makes an arrangement with its creditors or petitions for an administration order; v) has a trustee (e.g. curator), receiver, administrative receiver (e.g. bewindvoerder) or manager is appointed over all or part of its assets; vi) generally becomes unable to pay its debts; vii) is subject to an event or proceeding in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events listed above; viii) suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; ix) is subject to its financial position deteriorating to such an extent that, in Avy’s reasonable opinion, the Party’s capability to adequately fulfilling its obligations under the GTCs is at risk.
If, in Avy’s reasonable determination, the Party will become subject to any event mentioned in clause 9.1 (b) and Avy notifies the Party accordingly, then Avy shall have the right, without prejudice to any other remedies, to: a) enter without prior notice any premises where goods owned by Avy may be, and to repossess and dispose of any goods owned by Avy so as to discharge any sums owed to Avy by the Party, to the extent permitted under applicable law; b) to require the Party not to resell or allow to leave its direct control (possession) any goods owned by Avy until the Party has paid in full all sums owed by it to Avy; and/or c) to cancel or suspend all further deliveries under the GTCs or under any other Agreement between the Party and Avy without creating any liability for Avy.
Termination of an Agreement, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the Agreement shall continue in full force and effect. The following clauses remain to apply between parties after termination: 1,2,4,6,7,9, 10, 11, 12, 15, 16.
Limitation of liability & indemnification
The Party unlimitedly indemnifies Avy for any (third party) claim against Avy or any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, that arise out of or in connection with its use of goods/services (also when the goods are owned by Avy and provided to the Party under any loan, ‘drone as a service’ or similar Agreement) whether or not in accordance with the GTCs, Avy acting and relying on incorrect or incomplete information provided by the Party, or claims arising out the Party’s use of any goods of the Party that incorporate goods supplied by Avy. The Party will indemnify, defend, and hold harmless Avy from and against any liabilities, damages, losses, penalties, fines, other sanctions, and costs (including settlement costs and reasonable attorneys' fees) incurred by Avy, relating to or resulting from the Party’s negligence, willful misconduct or breach of the GTCs or applicable Agreement, or acts or omissions under the Agreement and will assist Avy in any relevant proceedings. The Party will not enter into any settlement that binds Avy in any manner, without Avy’s prior written consent. The Party will promptly pay any substantiated amounts as requested by Avy regarding reimbursements of damages or costs described herein.
Avy’s liability towards the Party is always limited (unless relevant legislation prohibits/limits this) to direct damages resulting from gross negligent behaviour or willful misconduct by Avy towards the Party, and always limited to the lower amount of: a) 50% of the amount paid by the Party to Avy in the complete calendar year in which the alleged damage occurred, or b) by the amount paid out in relation to the claim by Avy’s liability insurance. The aforementioned shall be the full extent of Avy's liability in respect of the goods and/or services provided to the Party. Accordingly, Avy disclaims all other liability for loss or damage however caused (subject limitations thereto prescribed by applicable law) arising out of the purchase, possession, sale or use by the Party of any goods and/or services provided (including faulty products or parts), and all other terms, conditions, and warranties express or implied whether statutory, arising out of trade, usage or otherwise are hereby excluded. Avy does not warrant that the Avy Products are able to be used for any particular purpose of the Party, whether or not that purpose has been made known by the Party to Avy. Avy goods damaged during operation will not be covered by warranty unless such damage was caused by a manufacturing defect of such goods (or parts thereof) by Avy, established by an investigation as described in the additional documentation regarding warranty and incidents. The Party is responsible for its own insurances while using the products and/or services provided by Avy to which the Party holds the title, e.g. general liability insurance and the insurance of the products.
In no event shall Avy be liable towards the Party in contract law or otherwise for any indirect, special, punitive or consequential damages or for any loss of business or goodwill, loss of revenue or loss of profits, however arising under or in connection with the supply of goods and/or services.
Nothing in these GTCs shall limit or exclude Avy’s liability in respect of any liability which Avy is not permitted to limit or exclude under any applicable law.
Restricted Access and Maintenance, compliance with additional documentation
Nothing in the GTCs shall be construed as requiring Avy to provide any form of support and/or maintenance services to a Buyer. Avy is only obliged to provide support services to Buyer in accordance with an agreement covering such services. Avy goods must be maintained as per Avy’s maintenance instructions and the documents provided at delivery, whether or not via the customer portal. The Party must follow all instructions in these accompanying documents, e.g. regarding safety incidents. The Party may not open the Avy goods without prior written approval by Avy. Any warranty as described herein immediately ceases as soon as the Party opens, disassembles, or accesses any components of the goods, other than in a standard use and operation. In case the Party believes the goods require maintenance, repairs or inspection beyond standard operation, it should request Avy formally in writing. Only qualified Avy trained personnel are allowed to perform such maintenance. Without incurring any liability, Avy may, to its sole discretion, terminate the collaboration with and support of (the goods and/or services of) the Party (which effectively means any further support in relation to the services or goods provided under any Agreement) with immediate effect if the Party has breached this clause (and any other clauses hereunder), to Avy’s sole discretion. Avy will notify the Party of such decision as soon as reasonably possible.
Force Majeure
Avy shall not be liable for any failure or delay in performing its obligations under these GTCs to the extent that such failure or delay is caused by any event beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable (“Force Majeure”).
Avy shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any Offer, Order or Agreement if it is affected by a Force Majeure.
Cancellation of Agreements
No cancellation of any Agreement by the Party shall be accepted by Avy unless explicitly agreed otherwise, and : a) the cancellation is received by Avy in writing; and b) Avy accepts such cancellation in writing and is paid the following by the Party (i) the commercial value as included in the relevant Agreement to Avy of that part of the goods and/or services completed and work done in connection with the Agreement, and, (ii) the commercial purchase price of any items or materials bought by Avy which cannot reasonably be used elsewhere by Avy, and (iii) any other costs and liabilities which Avy incurs as a consequence of the Party's cancellation.
Any extra cost or liability incurred by Avy due to suspension of work or of deliveries, or lack of or mistaken instructions from the Party, or to any interruptions or delays attributable to the Party, shall be added to the price of the goods and/or services and paid for by the Party.
Software Licence
All operating software products that support the operation of the goods, including all related manuals and documentation (collectively "Avy Software") are proprietary to Avy, unless otherwise described by Avy. Part of the services may also include the use of third party software, e.g. for the registration of flight data..
Title to all Avy Software remains vested in Avy. All software received by the Party is delivered subject to the terms of any separate related licence agreement, which may also include end-user licence agreements supplied with third party software. In case the Party does not receive a specific licence agreement in relation to Avy Software and the Party is the intended user of the Avy Software, then the following provisions will apply to the Avy Software:
a) the Party shall be granted a non-exclusive, non-transferable individual licence to use the Avy Software with the goods identified in the Agreement,
b) no licence is granted for use of the Avy Software with any hardware other than Avy goods,
c) the Party acknowledges that it shall have no rights in the Avy Software or any Intellectual Property Rights related thereto,
d) in all cases, whether or not expressly contained in the related licence, the Party agrees not to:(i) disassemble, decompile, reverse engineer, merge or combine with other software, copy, translate, adapt, vary or modify any Avy Products or Software (in whole or in part); (ii) communicate or disclose any Avy Software (in whole or in part) to any third party; or (iii) distribute any Avy Software (in whole or in part) in any form,
e) Subject to clause 10.2, Avy warrants that the Avy Software shall substantially perform in accordance with the specifications described to the Party as agreed to on the date of conclusion of the Agreement. Avy's sole obligation and the Party's exclusive remedy under this warranty, which is subject to the Party providing Avy with a written statement of the defect and Avy substantiating the existence of the defect, shall be limited to Avy using its reasonable efforts to correct such defect within a reasonable period of being notified of such defects. Avy does not warrant that functions contained in the Avy Software shall meet the Party's requirements nor that it is compatible with other software of the Party. Avy's warranty obligations shall be void if the Party acts in breach with this clause, or if the Avy Software is modified (not by Avy) in any way whatsoever without Avy's prior written consent. No other warranty of any type is deemed implied and is expressly excluded, and in no case shall Avy be deemed responsible for any damages suffered by the Party as a result of the acts or omissions of Avy,
f) Avy may terminate this Avy Software licence immediately upon any breach by the Party of the provisions of the GTCs without incurring liability.
Confidentiality, data use and privacy
The Party shall not disclose or cause to be made known to any third parties any non-public information and data of Avy, such as business-, financial- and technical information. If a Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the Party will provide Avy with prompt written notice of such requirement so that Avy may seek a protective order or other appropriate relief. The Parties acknowledge that data regarding the use of specific goods such as drones (e.g. flight date (“Flight Data”)) may include data relating to persons (“Personal Data”). Avy acts as a data processor for the Party regarding processing of such Personal Data in case such processing takes place in support of the Party’s use of the goods and/or services and a specific data processing agreement will be entered into between Avy and the Party. Any Personal Data included in the Flight Data shall be processed in compliance with applicable data protection laws, will be anonymized as possible and only be used for the support of the use of the Avy goods and services. A separate privacy statement of Avy will be published on its website.
Avy may process Flight Data, including any Personal Data, as necessary for purposes directly related to monitor compliance with Use for Good and fulfilment of Agreements. Avy processes such data as a data controller retaining full responsibility for the lawful processing and protection of Personal Data regarding such use. Avy is not responsible for the processing of Personal Data of the Party by a third party.
Miscellaneous
These GTCs and any dispute or claim arising out of or in connection with an Agreement or its subject matter, or formation (including non-contractual disputes or claims) shall exclusively be subject to and construed under Dutch law, excluding conflict of law rules, and the parties hereby submit to the exclusive jurisdiction of the Amsterdam courts for that purpose. For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply to Agreements or to any arrangement concluded under these GTCs. If any provision is declared void or unenforceable by a court of competent jurisdiction with respect to particular circumstances, such provision shall remain in full force and effect in all other circumstances. If any provision is declared entirely void or unenforceable by a court of competent jurisdiction all other provisions of these GTCs shall remain in full force and effect. In such a case, Parties shall negotiate the replacement of the invalid and/or unenforceable provision by a valid and enforceable provision that complies – as much as possible – with the objectives of the Parties as expressed in these GTCs.
A person who is not a party to a contract to which these GTCs apply shall have no rights under or in connection with it. The GTCs shall be binding upon, inure to the benefit of, and be enforceable by Avy and the Party and their respective successors and assignees.
All notices to or upon the Parties, required or permitted hereunder, shall be in English or Dutch, in writing, given by mail delivery with a receipt for delivery, or by certified mail, postage prepaid, return receipt requested, or by email, addressed to the Party at the email address as communicated from time to time by the relevant Party. Notices shall be deemed given on receipt or upon refusal of delivery if sent by recognized overnight express courier or electronic mail, if by certified mail, postage prepaid, return receipt requested.
Version August 2025