Version: 2.0 | Valid from: 01.01.2024
For reasons of better readability, the masculine form is used for personal designations and personal nouns in this document. Corresponding terms apply to all genders in the interests of equal treatment. The shortened language form is for editorial reasons only and does not imply any judgment.
This version of the General Terms and Conditions (GTC) applies to all deliveries and services of SLOC and remains effective until a new version of this document is published. These GTC are subject to change or update at any time and the latest version will be published on the company website at www.sloc.one/gtc.
All orders and agreements are only legally binding if they are confirmed in writing by SLOC and are binding only to the extent specified in the order confirmation. The customer’s purchasing conditions are hereby excluded for the present legal transaction and the entire business relationship. Offers are generally non-binding.
All prices are quoted
The prices stated in price lists or offers apply per order. Framework agreements with agreed call-off quantities and schedules are available upon request.
Price changes for hardware components are expressly reserved and will be communicated in writing with a notice period of three months before they take effect. These do not apply to orders that have been confirmed in writing by SLOC via an order confirmation.
Value-added tax (VAT) will be charged separately at the applicable statutory rate on advance payments, partial, and final invoices, where legally required, and is due immediately upon invoicing.
All prices apply to deliveries within the European Union, as well as Switzerland, Liechtenstein, and Norway. For all other countries, prices either explicitly indicate the applicable country or can be requested from SLOC if needed.
For initial orders, advance payment applies unless otherwise agreed. For follow-up orders, the following payment terms apply unless otherwise defined in the price list or order confirmation:
Hardware:
Orders under € 10.000:
Orders over € 10.000:
Software: 100% of the annual costs in advance
Connectivity: 100% of the annual costs in advance
Services: 100% of the costs after provision, at the end of the month
The payment term is 14 days from receipt of the invoice.
Fees for software and connectivity are charged exclusively for full calendar months. Partial billing of calendar months is not possible.
For orders that include multiple units (e.g., implementations in phases), SLOC is entitled to issue an invoice after the delivery of each individual unit or service.
Compliance with the agreed payment deadlines is a fundamental condition for the delivery and fulfillment of the contract by SLOC. Failure to meet the agreed payments entitles SLOC to withhold outstanding deliveries, suspend ongoing work, and, after setting a grace period, withdraw from the contract. All associated costs and lost profits shall be borne by the customer.
In case of late payment, default interest will be charged for business transactions. If two installments are missed in the case of partial payments, SLOC is entitled to enforce immediate payment of the entire outstanding amount.
The customer is not entitled to withhold payments due to incomplete total delivery, warranty or guarantee claims, or complaints.
The delivered goods remain the property of SLOC until full payment of the purchase price has been made. If the goods are installed in a country where the above retention of title is not fully effective, the customer is obliged to provide SLOC with an equivalent security.
Warranty for hardware
The warranty for SLOC hardware products is 24 months from the date of delivery.
To maintain the warranty, proper storage and use of SLOC hardware products within the intended application area, as specified in the data sheet, are required.
If a SLOC hardware product is defective, the customer has the option to return the product to SLOC (Graz) at their own expense. SLOC will inspect the product, and if a defect is identified and verified, SLOC will, at its discretion, either repair or replace the product with a new one. The return shipment to the customer will be covered by SLOC.
The presumption of defectiveness under § 924 ABGB is excluded.
Batteries are excluded from the warranty, as their lifespan depends on storage conditions (duration and environment), configuration (number of measurements per time unit), and self-discharge. [1]
Warranty for software
SLOC warrants that the software performs the functions described in the corresponding specification/performance description, provided that it is used under the system requirements and conditions specified therein.
The following conditions must be met for error correction:
In the event of a warranty claim, improvement takes precedence over price reduction or contract termination. In the case of a justified defect complaint, defects will be rectified within a reasonable period, and the customer must enable SLOC to take all necessary measures for investigation and rectification.
The presumption of defectiveness under § 924 ABGB is excluded.
Corrections and additions that become necessary before the agreed service is delivered due to organizational or programmatic defects attributable to SLOC will be carried out free of charge.
Costs for assistance, incorrect diagnostics, and error or fault rectification for which the customer is responsible, as well as other corrections, modifications, and additions, will be charged by SLOC. This also applies to defect rectifications if program modifications, additions, or other interventions have been made by the customer or third parties.
Furthermore, SLOC does not warrant for errors, malfunctions, or damages caused by improper operation, changes in system requirements, interfaces, and parameters, the use of unsuitable organizational tools and data carriers (where prescribed), abnormal operating conditions (especially deviations from installation and storage conditions), or transport damage.
No warranty is provided for programs that have been subsequently modified by the customer’s programmers or third parties.
If the subject of the contract involves changes or additions to existing programs, the warranty applies only to those modifications or additions. The warranty for the original program is not reinstated.
Warranty claims expire six (6) months after delivery.
Liability
To the extent permitted by law, liability exists only within the scope of the liability insurance taken out by SLOC, the terms of which can be reviewed at SLOC. SLOC’s liability for personal injury, property damage, consequential damages, and financial losses—regardless of the legal basis—is, to the extent permitted by law, limited in both scope and amount to the coverage provided by SLOC’s business liability insurance.
Liability for indirect or consequential damages of any kind (such as business interruptions, lost profits, etc.) is expressly excluded.
Claims for damages expire in accordance with statutory provisions but no later than one year from the date the damage and the liable party become known.
If SLOC provides its services with the assistance of third parties over whom it has no control (e.g., data transmission by telecommunications providers) and warranty and/or liability claims arise in connection with these third parties, SLOC assigns these claims to the customer. In such cases, the customer must primarily seek recourse against these third parties.
The term software refers to all software products provided by SLOC, including software on SLOC hardware products, device management, interfaces/APIs, smartphone or tablet apps, and cloud-based software.
The software may only be used with SLOC hardware products approved by SLOC.
All copyrights to the software (including programs, documentation, etc.) belong to SLOC or its licensors. Upon payment of the agreed fee, SLOC grants the customer a non-exclusive, non-transferable, non-sublicensable, and time-limited right to use the software exclusively for the SLOC hardware products specified in the order confirmation and within the number of purchased licenses for simultaneous use. Any work results created under the contract with SLOC may only be used internally by the customer. All other rights remain with SLOC.
Customer participation in the development of the software does not grant any additional rights beyond the usage specified in the order confirmation. Any violation of SLOC’s copyrights will result in claims for damages, with full compensation required. Decompiling the software provided by SLOC is strictly prohibited.
If the customer is provided with software owned by a third party (e.g., standard software from Microsoft), the granted usage rights are subject to the licensing terms of the respective rights holder (manufacturer).
SLOC reserves the right to release new software versions (updates and upgrades). Customers can request information on new software versions from SLOC.
The customer agrees that data generated by SLOC hardware products and SLOC software may be stored and processed by SLOC to fulfill the functions defined in the performance description, provide support, conduct problem analysis, and improve functionality. These data may also be shared with third parties if necessary to fulfill the defined functions.
The price and payment terms for SLOC software are based on the current price list (see Section 3 above). Payment obligations begin in the month the software is activated or the SLOC hardware product is enabled. If the software is delivered with mobile connectivity, the payment obligation starts in the month of activation.
Early termination of the agreed contract term is not possible. Monthly charges apply for the entire contract period, even if the SLOC hardware products are no longer in active use.
The contract duration for software provision automatically extends by 12 months unless the customer terminates the agreement in writing at least 3 months before the end of the original contract period.
SLOC optionally offers mobile connectivity and services based on mobile networks (e.g., radio cell location) in combination with SLOC hardware products and SLOC software. In doing so, SLOC collaborates with various telecommunications companies and service providers. SLOC sources the corresponding hardware (SIM card) from these companies, along with the possibility of utilizing existing telecommunications networks (e.g., NB-IoT, LTE-M, 2G), or corresponding services (e.g., location services).
In this context, SLOC assumes no liability, including for any consequential damages, regarding the provision, availability, and quality of the telecommunications networks or services of these companies. It should be noted that, in particular, the availability and quality of mobile networks can have significant impacts on battery life.
The availability of connectivity/data transmission is based on the details provided in the price list or order confirmation.
Early termination of the agreed contract term is not possible. The billing of monthly costs always applies for the entire contract duration, even if the SLOC hardware products are no longer actively used.
The billing of costs for connectivity/data transmission generally begins with the activation of the SLOC hardware products (activation of the SIM card). At the explicit request of the customer, activation may occur at the time of delivery. The activation of the SLOC hardware products, including the embedded SIM card (establishment of data transmission), must, unless otherwise agreed, take place no later than 6 months after receipt of the SLOC device.
If this period is exceeded, the billing of monthly costs, which also include connectivity, will begin in the 7th month after receipt of delivery, regardless of activation.
The contract term for connectivity/data transmission automatically extends by 12 months unless the customer cancels in writing at least 3 months before the end of the original contract term.
If the agreed monthly data volume is exceeded, additional costs may apply.
The customer is entitled to access all data generated through the use of SLOC hardware products (“generated data” – according to the Data Act, this refers to “product data and related service data – including the relevant metadata necessary for the interpretation and use of this data”), provided that this data was collected within the scope of the intended use of the products. [Derived from Art. 3 (1) and 4 (1) Data Act.]
SLOC shall make the generated data available to the customer in a structured, commonly used, and machine-readable format via suitable technical interfaces (e.g., API, export function). The type, scope, and frequency of data provision shall be based on the contractually agreed scope of services. [Derived from Art. 3 (1) and 4 (1) Data Act.]
Data generated within the meaning of this provision exclusively comprises unprocessed raw data generated by the operation of SLOC hardware products – including the relevant metadata required for the interpretation and use of this data [Art. 3 (1) Data Act]. This expressly does not include processed or interpreted data, analysis and evaluation logic developed by SLOC, proprietary algorithms, aggregated data sets, or other content that is subject to the protection of trade secrets or intellectual property.
The customer is entitled to pass on generated data to third parties, provided that this is done in compliance with all applicable contractual, data protection, and security-related provisions. Any transfer of data for a fee, commercial use, or exploitation of the data by the customer or by third parties commissioned by the customer requires the prior express written consent of SLOC. Restrictions must be based on data protection or security reasons [Art. 4 (2) Data Act].
Access to the generated data may not be used, either directly or indirectly, for reverse engineering of software components, data processing processes, or other operational processes of SLOC. [Derived from Art. 3 (10) Data Act.]
Data is generally provided free of charge in accordance with Sections 3 (1) and 4 (1) of the Data Act. If the provision of the generated data requires technical adjustments, additional developments, or integration measures that go beyond the standard scope of services (e.g., a customer-specific API), SLOC is entitled to charge reasonable compensation for this in line with the actual costs incurred.
Further agreements on data use, in particular with regard to data access by third parties or integration into third-party systems, may be regulated in a separate contractual agreement.
Packaging and shipping costs are calculated on a per-order basis and can be requested in advance.
Unless otherwise agreed, a packaging unit contains 50 pieces of SLOC hardware products. For smaller quantities, the minimum price for a packaging unit will be charged flat-rate.
Delivery times for SLOC hardware products are available upon request. Upon receipt of the order confirmation, SLOC will provide an estimated delivery date.
Shipping costs are offered by SLOC and must be accepted by the customer in writing before shipping takes place.
Any complaints regarding goods shipped by SLOC must be made in case of externally visible damage before accepting the goods. The damage must be documented in writing and with pictures and reported immediately in writing via email to support@sloc.one.
SLOC recommends purchasing transport insurance. This is only included in the shipping costs if explicitly stated in the corresponding offer and order confirmation. Unless explicitly agreed otherwise, SLOC is not liable for shipping and transport.
SLOC offers exclusively 3rd level product support for all its products. The scope of support services is defined in a Service Level Agreement (SLA), which is part of the order when placed by the customer. The terms for Service Level Agreements are defined in price lists, offers, and order confirmations.
For services provided by SLOC, the terms (hourly rates, surcharge rules, travel expenses) apply as per the price list, offer, and order confirmation.
Unless otherwise agreed, the statutory provisions applicable between entrepreneurs shall apply exclusively under Austrian law, even if the order is carried out abroad.
For any disputes, the local jurisdiction of the court responsible for the business location of SLOC is exclusively agreed upon.
Should one or more provisions of these General Terms and Conditions be or become entirely or partially ineffective or unenforceable, the validity of the remaining provisions shall not be affected. The ineffective or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic purpose of the ineffective or unenforceable clause.
Any disposal of rights or obligations arising from the contract requires the prior written consent of the other contracting party. However, SLOC is entitled to transfer the contract to a company legally affiliated with SLOC without the customer’s consent.
SLOC is entitled to use third parties to fulfill its obligations, in whole or in part.
To the extent and as long as obligations cannot be fulfilled in a timely or proper manner due to force majeure, such as war, terrorism, natural disasters, fire, strikes, lockouts, embargoes, sovereign interventions, power outages, failure of transportation means, failure of telecommunications networks or data lines, epidemics or pandemics, shortages of raw materials, changes in laws affecting deliveries or services after the conclusion of the contract, or other unavailability of products, this shall not constitute a breach of contract.
[1] The battery consumption and battery life of a device depend on a variety of parameters (e.g., measurement interval, transmission interval, type and quality of the network for data transmission, capacity and technology of the batteries). A significant influence on battery life is the quality of the network for data transmission. For example, battery consumption can be several times higher between optimal (EC Level 0 for mobile networks such as NB-IoT, LTE CAT-M, 2G or Spreading Factor 12 for LoRa) and poor network quality (EC Level 2 / Spreading Factor 7).