Términos del servicio

Last Updated:

October 2026

Important

It is important that you read the Agreement in full before signing, but some points we want to bring to your specific attention are:

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(A) No cancellation for convenience

The Services are subject to the Initial Term specified in the Sales and Services Agreement. By entering this Agreement, you are committing to paying the Fees for the Initial Term.

This Agreement is subject to automatic renewals until we or you opt out. We explain renewal in more detail in clause 2.

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(B) Fee Lock Period

The Fee Lock Period provides you with certainty on the Subscription Fee in the Initial Term. During a Fee Lock Period, Halter cannot increase the Subscription Fee.

At the start of each Renewal Term, the Subscription Fee will be updated to Halter’s latest pricing. The Fee Lock Period will apply to the updated Subscription Fee until the end of that Renewal Term.

Any new Collars ordered during a Term will be priced at Halter’s latest Subscription Fees for the remainder of that Term and will be subject to the Fee Lock Period at the start of the next Renewal Term.

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(C) Changes to these terms

To help keep our terms consistent across customers, we may change these terms from time to time. We can give notice of these changes by publishing updated terms on our website.

Where the Fee Lock Period does not apply, these changes may include changes to Fees. Any changes to Fees will be communicated directly to you.

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(D) Warranty, not insurance

Halter stands behind its Hardware and will replace any Hardware due to a defect in materials or workmanship, in accordance with the Hardware Warranty Policy (Schedule 1).

Replacement fees apply for Hardware with damage resulting from, among other things, Severe Weather Conditions, accidental damage, loss and theft. See further details in the Hardware Warranty Policy. Halter recommends you insure the Hardware for loss, including for Severe Weather Conditions, accidental damage, or theft.

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(E) Data privacy, security and confidentiality

Halter knows that information about you, your business, your farm, and your animals is sensitive and private. Here’s what we commit to:

Your data stays yours. You own the data you enter into the Services, which includes your contact and farm details, pictures of your cattle or pasture, and your grazing boundary data. You also own your animals’ location data collected by the Collars.

We don’t sell it. We never sell your Personal Information, your Customer Data, or any data that identifies you or your farm or ranch. We also don’t share that data with others to sell on our behalf.

We keep it confidential. We only share data that identifies you or your farm or ranch in a set of specific, limited situations. One example is with service providers who help us to deliver the Service to you, and they must follow similar confidentiality obligations. Anything we share more widely is aggregated or de-identified first, so that it isn't linked back to you.

We keep it secure. We use appropriate technical and organisational measures to protect your data from unauthorised access, loss or damage.

We push back on overreach. If authorities require us to disclose data that identifies you or your farm, we’ll use reasonable efforts to challenge or narrow any request that’s unlawful, unreasonable, or overly broad, and to tell you before we disclose.

For more information, ask us, or see our Privacy Policy (on our website) and clauses 9 (Data) and 10 (Confidentiality).

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Please note

We include a few overview boxes (titled “The Short of It”) to help you review these terms. This cover page and each overview is a guide only. They are not part of the terms, are not enforceable, and do not change what the terms mean. If there is any confusion, or if anything in an overview box is different to the meaning in the terms, the terms apply.

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Agreement

The short of it:

Your Agreement with Halter is made up of several documents. This clause lists them. If two documents say different things, clause 20.11 explains which one takes priority.

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1.1 This Agreement is made up of the following:

(a) a Sales and Services Agreement;

(b) these Terms of Service (excluding the "Important" section on the cover page and each clause overview;

(d) a copy of the Software Policy for Customers, which is available on Halter’s website.

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2. Renewal

The short of it:

Your Agreement doesn’t simply stop at the end of each term. It automatically renews for another period of the same length, unless you or we opt out at least 30 days before the current term ends. At each renewal, your Subscription Fee changes to Halter’s standard price at that time (unless we agree something else with you).

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2.1 Either party may opt out of a renewal of the then-current Initial Term or Renewal Term, by giving notice to the other party, in writing, at least 30 days before the end of the Initial Term or Renewal Term (as applicable). If a party gives notice in this way, then this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term.

2.2 If the Initial Term or a Renewal Term expires and neither party has given notice under clause 2.1, then:

(a) this Agreement shall be automatically renewed for a period equal to the Initial Term. Subject to clause 19.1, the Agreement shall continue on the same terms except as modified by clause 2.2(b) (a Renewal Term); and

(b) the Subscription Fee for the upcoming Renewal Term will be adjusted to the standard Subscription Fee charged by Halter at the time the Renewal Term commences or as otherwise agreed, and the Sales and Services Agreement is deemed to have been amended accordingly.

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3. Services

The short of it:

This clause explains what we provide and what you need to have in place. We will make the Services available around the clock as far as is commercially reasonable, and provide 24/7 support where we can. You (and everyone using the system for you) must complete our onboarding and training before using the Hardware or the Services. The phones you use must meet the minimum specifications set out below (and we may update these as manufacturers release new updates).

We may also collect, use and disclose technical information about the devices you use to access the Services (clause 3.6).

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3.1 Halter will, during the Term, provide or make available the Services and make available the Hardware and Documentation on and subject to the terms of this Agreement.

3.2 Halter will use commercially reasonable endeavours to ensure that the Services are made available 24 hours a day, seven days a week, except for unscheduled or emergency maintenance, subject only to the limitations set out in this Agreement.

3.3 Halter will use commercially reasonable endeavours to provide customer support services on a 24/7 basis. Customer support may temporarily be unavailable during unplanned maintenance, outages or other circumstances beyond Halter’s control.

3.4 Halter will provide onboarding and training materials and sessions as part of the Deployment Services. The Customer must ensure that it, and any Authorised Users, completes the onboarding and training before using the Hardware or accessing the Services.

3.5 The Customer is responsible for ensuring that all devices used to access the Services are technically capable of doing so and meet the Minimum Device Specifications, which are as follows as at the Effective Date:

(a) Apple iPhone: iPhone 11 or newer, iPhone SE (2nd generation) or newer; and

(b) Android: Android 10+ or newer (i.e. recommended: Samsung S20 or newer). Older Androids often have poor connectivity and struggle with app complexity.

3.6 Members of the Halter Group may collect, use and disclose technical information about the devices on which you access or use the Services and your related software, hardware and peripherals in order to improve our products and to provide or make available the Services to you and other customers.

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4. Proprietary rights

The short of it:

Halter (or the companies it licenses from) owns all the intellectual property in the Services, Hardware and Documentation, such as the technology, software and designs. This Agreement does not give you any of those rights, except where it says so. You own the Hardware, and bear the risk of it, from the time we send it out. We provide a Warranty over that Hardware. If you give us feedback or ideas, we can use them freely, forever, without paying you.

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4.1 The Customer acknowledges and agrees that all existing and future Intellectual Property Rights in the Services, the Hardware and the Documentation are owned by members of the Halter Group or their licensors. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Collars or the Documentation.

4.2 The Customer owns the title to the Hardware that the Customer has acquired under this Agreement, subject to clause 5.2(d) (where a Collar is returned to Halter). Title and risk passes at the point:

(a) Halter dispatches the Hardware from its premises or a Halter operated third-party warehouse or logistics location; or

(b) a replacement collar is Activated on the Customer’s animal by a third party to replace a defective Collar where that animal is at a Third Party Location.

4.3 Halter confirms that it has all the rights in relation to the Services, the Hardware and the Documentation that are necessary to enable it to perform its obligations under this Agreement. This includes the right to require Halter USA LLC to make available the Software Services.

4.4 The Customer may provide comments, suggestions, recommendations, enhancement requests or other feedback relating to the Services, Hardware or Documentation. The Customer grants Halter a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use, implement, modify, incorporate and otherwise exploit such feedback for any purpose without restriction and without any obligation to compensate the Customer.

4.5 Halter provides a Hardware warranty as set out in the Hardware Warranty Policy.

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5. Halter Hardware

The short of it:

We will supply the Collars set out in your Sales and Services Agreement, and these will only work while you have a subscription for the Services. We may also give you spare Collars (Advanced Replacement Collars) to swap in when a Collar is faulty. A spare only works once you Activate it. From then on it counts as one of your Contracted Collars, so Subscription Fees apply to it. If your animals are at another property (such as a grazier), the operator there may swap in replacement collars for you. We can check how many spares you have, and charge you if you hold more than agreed.

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5.1 Halter will provide the Collars specified in the Sales and Services Agreement.

5.2 Halter may also provide Advanced Replacement Collars on the following basis:

(a) An Advanced Replacement Collar will only be capable of being used to provide access to the Services once it has been Activated by the Customer to replace a defective Collar.

(b) An Advanced Replacement Collar used to replace a Contracted Collar will become a Contracted Collar. Subscription Fees will apply to each such Contracted Collar, in accordance with clause 12.

(c) Halter may, at its discretion, replace any Advanced Replacement Collar Activated by the Customer under clause 5.2(a).

(d) Title in any Collar that is returned by the Customer at Halter’s request will transfer to Halter upon delivery of the Collar to Halter.

5.3 Halter may make collars available to operators of Third Party Locations. If the Customer’s animals are present at a Third Party Location, then that operator may Activate those collars to replace any defective Contracted Collar belonging to the Customer, as if that Activation had occurred by the Customer and all obligations of the Customer under clause 5.2 will apply accordingly.

5.4 The Customer must ensure that the operator has all necessary rights and obligations in order to deal with the Collars (including defective Collars) as if owned by that operator.

5.5 Halter may audit the number of Advanced Replacement Collars held or used by the Customer. If the number of Advanced Replacement Collars exceeds the number agreed, the Customer must pay additional charges as communicated by Halter.

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6. Halter's Obligations

The short of it:

We promise to provide the Services substantially as described in the Documentation, with reasonable skill and care. If they fall short, we will try to fix the problem or give you another way to achieve the same result. As far as the law allows, this is your only remedy for that shortfall. We don’t promise that the Services will be uninterrupted or error-free, or that they will meet all your needs. We are not responsible for problems caused by the internet or other communications networks.

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6.1 Halter will perform or make available the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2 Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of or access to the Services contrary to Halter’s instructions or the Software Policy, or modification or alteration of the Services by any party not in the Halter Group or that is not an authorised contractor or agent of the Halter Group.

6.3 If the Services do not conform with clause 6.1, then Halter will, at its expense, use all reasonable commercial endeavours to correct or arrange for the correction of any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. To the extent permitted by law, this is the Customer’s sole remedy for any breach of clause 6.1.

6.4 Halter warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

6.5 Halter does not warrant that:

(a) the Customer’s use or accessing of the Services will be uninterrupted or error-free; or

(b) the Services, Documentation or the information obtained by the Customer through the Services will meet the Customer’s requirements.

6.6 Halter is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

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7. Customer’s obligations

The short of it:

This clause lists what you must do. In summary: co-operate with us and give us the access we need; pay the Fees; follow the law, our policies and the Animal Welfare Charter; only use the system on your own land (or with the owner’s written permission) and only on cattle; make sure everyone using it is trained; take care of the Hardware and leave it where it was installed; keep our people safe and treat them with respect; and use the internet connection we arrange only for the Services. If you move your animals to another location (like a grazier), your contract with that grazier must include specified protections for Halter.

In limited circumstances we can suspend the Services. Breaching clause 7.10 (health, safety and respect for our people) is a material breach. This means it can lead to the Agreement being terminated.

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The Customer shall:

General obligations

7.1 provide Halter with:

(a) all necessary co-operation in relation to this Agreement; and

(b) all necessary access to such information as required by Halter,

in order to render or make available the Services, including physical access to the Customer’s property and associated buildings, Customer Data, security access information and configuration services;

7.2 carry out all other Customer responsibilities and obligations in a timely and efficient manner;

7.3 at all times act in accordance with other written policies governing use of the Services or Hardware, including the Animal Welfare Charter, as made available by Halter, which may be amended from time to time by Halter in its sole discretion;

7.4 pay all Fees to Halter in connection with this Agreement (including while animals are at a Third Party Location);

7.5 where the Customer requests under clause 13 that the Subscription Services are made available at a different deployment location, then before moving the animals, the Customer must ensure that any contract between the Customer and the operator of that Third Party Location contains a provision that:

(a) bars the operator of the Third Party Location from making any claim against any member of the Halter Group or their employees, contractors, representatives and agents in connection with the Services or this Agreement; and

(b) acknowledges that Halter is not a party to, and assumes no obligations under, any arrangement between the Customer and the operator of the Third Party Location.

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Regulatory and compliance obligations

7.6 comply with all applicable laws and regulations in the relevant jurisdiction (see the Local Terms) with respect to its activities under this Agreement;

7.7 obtain and maintain all necessary licences, consents, and permissions necessary for Halter, its contractors and agents to perform their obligations under this Agreement;

7.8 use or access the Services and Hardware only on the Customer’s own property, or with the express written permission of the property owner;

7.9 comply with all applicable laws and permits for containing cattle at the deployment location at which the Services and Hardware are used or accessed by the Customer;

7.10 ensure, so far as is reasonably practicable, the health and safety of Halter employees, contractors, and agents, including that they are treated with dignity and respect at all times during Halter’s provision of or making available the Services. Any breach of this clause 7.10 is a material breach under clause 17.4(a);

7.11 represent and warrant that it has all necessary rights, power and authority to enter into this Agreement, and to perform its obligations under this Agreement;

7.12 use reasonable endeavours to provide assistance to any Authorised User using the Services in connection with this Agreement;

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Training and use obligations

7.13 ensure that the Authorised Users use or access the Services, Hardware and the Documentation in accordance with the terms and conditions of this Agreement and the Software Policy and is responsible for any Authorised User’s breach of this Agreement or the Software Policy;

7.14 ensure that it, and any Authorised Users, completes the onboarding and training provided as part of the Deployment Services before using the Hardware or accessing the Services, and that it complies with all animal welfare laws applicable in the deployment location;

7.15 acknowledge that Halter may suspend or refuse to make available the Services where any Authorised User reallocates, reassigns or switches any animals or their associated Collars (including when those animals are located at a Third Party Location) without the prior written consent of Halter;

7.16 acknowledge that Halter will not make available the Services where any Authorised User uses, or threatens to use, the Collars or the Services on any person or any animal other than cattle;

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Hardware handling obligations

7.17 install all relevant Hardware in accordance with the Installation Plan, and once installed, the Customer must not move the relevant Hardware without written consent from Halter;

7.18 use reasonable endeavours to take care of the Hardware and protect it from damage and theft, and notify any faults with any Hardware;

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Service obligations

7.19 acknowledge that Authorised Users may have their access to the Services and Content temporarily or partially restricted while animals are located at a Third Party Location;

7.20 acknowledge that:

(a) successful operation of, and access to, the Services requires an internet connection for the Collars and the Customer’s devices;

(b) Halter will procure internet connectivity for the Customer’s use of or access to the Services from an internet service provider on behalf of the Customer as its agent. Halter does not supply internet connectivity to the Customer and is not responsible for the performance of that internet connectivity; and

(c) Connectivity Fees may apply in respect of internet connectivity procured by Halter for the Customer’s use of or access to the Services, and Halter is not liable for any loss or damage arising from or in connection with the use of that internet connection;

7.21 use any internet connectivity procured by Halter solely for the purpose of the Customer’s use of or access to the Services, in accordance with all relevant law and all terms of use imposed by the underlying internet service provider; and

7.22 cooperate with, and meet any reasonable request of, Halter for the purpose of maintenance or improvement of any internet connectivity procured by Halter for the Customer’s use of or access to the Services.

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8. Authorised Users

The short of it:

You can let your Authorised Users (your staff, agents and contractors) use the Services and Hardware, but only for your own business. Each user must accept the Software Policy with Halter USA LLC before using the app, and you are responsible for what your users do. If you ask, Halter USA LLC can also give access to your Rural Professionals (such as your vet or farm consultant), as long as they accept the policy that applies to them.

Your use is subject to restrictions, including that you must not copy, reverse engineer or resell the Services, or use them to build a competing product.

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8.1 The Customer has a non-exclusive, non-transferable, and non-sublicensable (other than to the Customer’s own service providers in connection with providing services to the Customer) right to permit the Authorised Users to use and access the Services and Hardware during the Term solely for the Customer’s internal business operations.

8.2 The Customer may, from time to time, set up additional Authorised Users or remove Authorised Users.

8.3 The Software Services will be provided or made available on the following terms and conditions:

(a) the Software Services will be provided to the Customer’s Authorised Users by Halter USA LLC, subject to the Software Policy;

(b) during the Term, Halter will arrange for Halter USA LLC to provide the Customer’s Authorised Users with access to the Software Services, so long as the Customer continues to comply with its obligations under this Agreement, and subject to its Authorised Users complying with the Software Policy;

(c) before an Authorised User first uses or accesses the Software Services, that Authorised User must agree with Halter USA LLC to be bound by the Software Policy. That agreement to be bound will be by way of a “click to accept” or similar means. If an Authorised User does not agree with Halter USA LLC to be bound by the Software Policy, that Authorised User will have no right to use or access the Software Services;

(d) the Customer will be legally responsible for any use or accessing of the Software Services by its Authorised Users, and for any breach of the Software Policy by any of its Authorised Users, and must use reasonable endeavours to prevent or mitigate the effects of any such breach. Any such breach will be regarded as a breach by the Customer of this Agreement; and

(e) during the Term, Halter USA LLC may also from time to time at the Customer’s request provide the Software Services to one or more Rural Professionals, to enable such Rural Professionals to provide rural professional services to that Customer. Any provision of the Software Services to a Rural Professional will be subject to that Rural Professional agreeing with Halter USA LLC to be bound by the Software Policy in effect at the applicable time on which Halter USA LLC makes the Software Services available to Rural Professionals (Rural Professionals Software Policy).

8.4 The Customer shall not:

(a) attempt to copy, modify, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Hardware, Documentation or any Content made available through the Software Services in any form or by any means, except to the extent expressly permitted under the Software Policy or otherwise under this Agreement; or

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any software provided or made available as part of the Software Services.

(c) access the Services, Hardware or Documentation in order to build a product or service which competes with the Services;

(d) use or access the Services, Hardware or Documentation to provide services to third parties; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, Hardware or Documentation, other than as provided under this clause 8.

8.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Hardware and the Documentation. The Customer must promptly notify Halter of any unauthorised access or use.

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9. Data

The short of it:

We commit to a No-Sale Standard - we never sell your Personal Information, your Customer Data or any Identifiable Data. We also don’t share that data with others to sell on our behalf.

Customer Data is the data that you or your Authorised Users put into the Services, or that Halter enters for you. This includes your grazing boundaries (such as virtual fences and breaks), any photos and commentary you add in the Halter app, and your animals’ location data collected by the Collars. You own that data. We can use it for the purposes listed in clause 9.4 (such as running and improving the Services, and internal research). We can only share it with others if it has been aggregated or de-identified so that it isn't linked to you, your business, your farm, or your animals, or if one of the confidentiality rules in clauses 10.1 to 10.6 allows it.

System Data is data created by Halter’s Hardware, software and models, or created by Halter by analysing that data. Halter owns it. You can see it to the extent it is shown to you through the Services.

Identifiable Data is any Customer Data or System Data that identifies you or your deployment location. We won’t share it with anyone (including government), except in the limited cases in clause 10.3.

Personal Information is information about a person, as defined in the privacy law that applies to you (see the Local Terms, clause 4.2). We handle that data in accordance with local law, as per our Privacy Policy.

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9.1 Halter will not sell any Customer Data, Identifiable Data or Personal Information to any third parties. Halter will not make such data available to a third party to sell on Halter’s behalf.

9.2 Each Party shall take appropriate technical and organisational measures against unauthorised access to, or processing of, Customer Data, System Data, Identifiable Data and Personal Information or its accidental loss, destruction or damage.

Customer Data

9.3 The Customer owns all rights, title and interest in and to the Customer Data and has sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data (other than Animal Location Data). The Customer may access its Customer Data through the Services, or by making a reasonable request to Halter.

9.4 The Customer grants the Halter Group a non-exclusive, perpetual, irrevocable, worldwide and royalty-free right to access, store, use, adapt, modify, analyse, transfer and disclose the Customer Data for the following purposes:

(a) providing or marketing the Services;

(b) improving the Services and developing its understanding of customer preferences;

(c) internal research projects, further development and optimisation of any current or future services, including training machine learning models (or other similar technologies) and creating aggregated or de-identified data, insights and benchmarks;

(d) maintaining the security and integrity of the Services;

(e) complying with law or enforcing this Agreement; or

(f) complying with lawful instructions reasonably given by the Customer from time to time,

provided that where Halter discloses any Customer Data, it can only do so where the Customer Data is disclosed on an aggregated or de-identified basis such that the identity of the Customer or the Customer’s deployment location cannot be determined, or in accordance with clause 10.

9.5 The Customer shall ensure that the Customer is entitled to use and upload the relevant Customer Data so that members of the Halter Group may lawfully store, use, process and transfer the Customer Data in accordance with this Agreement and the Privacy Policy on the Customer’s behalf.

9.6 Halter shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole remedy is for Halter to use reasonable commercial endeavours to arrange for the restoration of the lost or damaged Customer Data from the latest back-up available. Halter shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party. Halter may delete Animal Location Data in accordance with its data retention procedures.

System Data

9.7 All System Data collected or generated through the Customer’s use and accessing of the Services and all other data utilised or generated by the Services (other than Customer Data), will be the property of Halter or other Halter Group members. The Customer has no right to access or use any System Data (other than Customer Data), except to the extent such System Data is made available to the Customer via the Services.

Identifiable Data

9.8 Identifiable Data means any Customer Data or System Data that distinguishes or identifies the Customer or the Customer’s deployment location. Halter will not disclose any Identifiable Data to third parties, including government bodies or regulators, except as permitted under clause 10.3.

Personal Information

9.9 In the course of the Services being provided or made available, members of the Halter Group will collect, use, process and transfer Personal Information about the Customer or any Authorised User. Halter must, in providing or making available the Services, ensure that members of the Halter Group comply with the Privacy Policy relating to the collection, use, processing and transfer of any Personal Information. The Privacy Policy is available on Halter’s website or such other website address as may be notified to the Customer from time to time, and may be amended from time to time by Halter in its sole discretion. By entering into this Agreement, the Customer consents to the collection, use, processing and transfer by Halter and other Halter Group members of Personal Information in accordance with this Agreement and the Privacy Policy.

9.10 The Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such collection, use, processing and transfer of Personal Information as required by applicable legislation.

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10. Confidentiality

The short of it:

Confidential Information is information that is proprietary or confidential. This includes your Customer Data and Identifiable Data, and Halter’s technology and business information. Each of us must keep the other’s Confidential Information confidential, subject to the rights and exceptions in clauses 10.1 to 10.6.

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10.1 Permitted purposes

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. Except as expressly provided in this Agreement, each party shall hold the other’s Confidential Information in confidence and not disclose the other’s Confidential Information to any third party, or use the other’s Confidential Information for any purpose other than:

(a) the implementation of this Agreement;

(b) in Halter’s case, and subject to clause 9.1:

(i) to develop its understanding of customer preferences and interests in the Services;

(ii) for internal research, development and optimisation of the Services;

(iii) for marketing or promotional purposes, provided that the Customer’s Confidential Information has been aggregated and de-identified to remove any distinguishable or identifiable features; or

10.2 Excluded information

A party’s Confidential Information does not include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure; or

10.3 Permitted disclosures

A Party may disclose the other Party’s Confidential Information where:

(a) disclosure is required by law or is necessary to comply with the listing rules of any recognised stock exchange, provided that clause 10.6 will apply to disclosure of Identifiable Data;

(b) the Customer has consented to the disclosure of the Confidential Information to the relevant third party, or has instructed Halter to make that disclosure, and the disclosure is made only to the extent authorised or instructed;

(d) that information already is, or becomes, public knowledge other than as a result of a breach of clause 10.1 by that party;

(e) disclosure is made in connection with an actual or proposed investment in, or merger, acquisition or sale of all or part of the business, or shares of, that party to a person bound by written confidentiality obligations no less protective than clauses 10.1 to 10.4;

(f) disclosure is made to a lawyer or accountant, or other technical consultant, insurer, or other professional adviser for that party who has agreed in writing to keep any Confidential Information confidential on terms no less protective than clauses 10.1 to 10.4;

(g) in Halter’s case, to third party service providers that help Halter provide or make available the Services, in each case only to the extent necessary for that purpose and subject to confidentiality obligations no less protective than clauses 10.1 to 10.4; or

(h) in Halter’s case, disclosure is necessary to obtain, receive or otherwise fulfil disclosure obligations related to any rebate, grant, subsidy or other funding or financial support in connection with this Agreement.

10.4 Publicity

Halter may request, and conditional on the Customer’s prior consent in each case, use of the Customer’s name, general address, images and description of the Services (unless commercially sensitive) for marketing and publicity purposes.

10.5 Independent development

Nothing in this Agreement impairs Halter’s right to develop, acquire, license, market, promote or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, products or technologies that are the subject of Confidential Information disclosed to Halter, as long as Halter does not breach its obligations under this Agreement in doing so.

10.6 Disclosures required by law

Where Halter is required by law to disclose Identifiable Data to a government body or regulator under clause 10.3(a), Halter will, where permitted by law, use reasonable endeavours to:

(a) challenge or narrow any request that Halter reasonably considers to be unlawful, unreasonable or overly broad; and

(b) notify the Customer before making the disclosure.

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11. Third Party Providers

The short of it:

You use other companies’ websites, products or services at your own risk.

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11.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk.

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12. Charges and payment

The short of it:

You agree to pay the Fees set out in your Sales and Services Agreement which, at each renewal, will be updated to Halter's standard price at that time (unless we agree something else with you). You pay a Deposit before set-up, which is taken off your Fees. Invoices are due 20 days after we issue them. If you pay late, we can disable your account and charge interest. Fees can’t be cancelled, are non-refundable, and don’t include taxes, which will be added to your invoices.

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12.1 The Customer shall pay the Fees.

12.2 The Customer shall pay the deposit in advance of the Deployment Services, as set out in the Sales and Services Agreement (Deposit). Any Deposit paid by the Customer will be offset against the Fees payable.

12.3 If the Customer upgrades to Additional Features or additional Hardware or Services in accordance with clause 13:

(a) for Additional Features, the increased Fees will apply from the date Halter makes those Additional Features available to the Customer; and

(b) for additional Services or Hardware (including at a different or expanded deployment location), the increased Fees will apply from the earlier of:

(i) the date of dispatch of any additional Hardware to the Customer; or

(ii) the date those additional Services are made available to the Customer.

12.4 Halter shall invoice the Customer:

(a) on the Effective Date for the Subscription Fees, Deployment Fees and Connectivity Fees (as applicable) payable in respect of the first Invoicing Period;

(b) on the last day of an Invoicing Period for the Subscription Fees and Connectivity Fees (as applicable) payable in respect of the next Invoicing Period; and

12.5 The due date for payment of an invoice is 20 days following the invoice being issued.

12.6 If Halter has not received payment within 20 days of an invoice being issued, actions Halter can take include:

(a) disabling the Customer’s account and access to all or part of the Services; and

(b) calculating and accruing interest on the due amounts commencing on the due date of the relevant invoice and continuing until fully paid, at the rate specified in the Sales and Services Agreement or the maximum permitted by applicable laws, whichever is lower.

12.7 Halter will not supply or make available any of the Services on credit and may elect to supply or make available only Services that have been prepaid by the Customer.

12.8 All amounts and fees stated or referred to in this Agreement:

(a) are payable in the currency stated in the Sales and Services Agreement for the relevant Halter Contracting Entity, unless specified otherwise in clause 4.3 or 4.8(b) of the Local Terms;

(b) are non-cancellable and non-refundable; and

(c) are exclusive of any applicable taxes, duties, levies, withholdings, assessments or governmental charges of any kind, including sales tax, goods and services tax (GST), value added tax (VAT), consumption taxes, digital services taxes, withholding taxes and any similar indirect taxes imposed under applicable law, which will be added to Halter’s invoice at the applicable rate. The Customer must pay any such tax, duty, levy, withholding, assessments or charges as detailed on Halter’s invoices in relation to the Services.

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13. Additional Features and changes to deployment location

The short of it:

You can ask for extra features, Hardware or Services, or to use the Services at a different location (for example, if you move animals to a grazier). We don’t have to agree. If we do: you need to give us as much notice as you can; the Services pause while the Collars are moved; you are responsible for removing and moving the Collars; you must follow our instructions to remove the Towers (and use a third party to do it); and the Services won’t start at the new location until any Deployment Services needed there are finished. Subscription Fees keep being payable throughout.

You are responsible for any damage caused when moving Hardware or animals (including claims by third parties). If you choose to move your animals to another location (like a grazier), then your contract with that grazier must include specified protections for Halter.

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13.1 Additional Hardware, Features or Services

(a) The Customer may request Additional Features, additional Hardware or Services (including Services at a different or expanded deployment location), or new hardware or services released by Halter at any time.

(b) Halter may agree, by way of an SSA Variation, to provide or make available these Additional Features, Hardware or Services for additional Fees. Any Fee Lock Period will not apply to the new Hardware.

13.2 Changes to deployment location

The Customer may request Subscription Services at a different deployment location (whether in respect of the same or different animals). That deployment location may be in addition to the original deployment location, a temporary or seasonal replacement for the original deployment location, or a permanent change to the deployment location. Halter may, but is not required to, accept the Customer’s request. If accepted, then:

(a) Notice:

(i) The Customer will use all reasonable endeavours to give Halter as much advance notice of such a request and the change of deployment location as reasonably practicable.

(b) Deinstallation and reinstallation:

(i) Halter will cease providing or making available the Subscription Services during the transfer of the Collars to the new deployment location by the Customer;

(ii) Unless agreed otherwise (e.g. because the Subscription Services are continuing at the original deployment location), the Customer is responsible for deinstalling and removing all Collars no longer required for the Subscription Services at that deployment location, and for transferring the Collars to the new deployment location; and

(iii) The Customer must, at its cost, follow all instructions from Halter for deinstallation and removal of the Towers, including by procuring a third party to undertake the deinstallation. The Customer must not deinstall Towers itself without Halter’s written approval.

(i) Halter may advise that additional Deployment Services are required in respect of the new deployment location, and the Customer must not install Collars at the new deployment location until Halter has completed any Deployment Services for the new deployment location as required;

(ii) The Subscription Services will not be available at the new deployment location until any Deployment Services required have been completed;

(iii) Halter is not required to undertake the Deployment Services for the new deployment location unless the Deployment Fees are agreed; and

(iv) The timing of the Deployment Services in respect of the new deployment location is at Halter’s discretion. Subscription Fees will continue to be payable.

13.3 Damage, interruption, or loss

(a) The Customer is solely responsible for any damage, loss, or expense of any kind to property arising from any act or omission of the Customer (or any employee of the Customer or any person authorised by the Customer) in connection with:

(i) the removal or de-installation from the original deployment location of all Hardware, including Collars; and

(ii) any movement of the animals to a location other than the deployment location for the Services, such as a grazier (Third Party Location).

(b) Where the Customer moves animals to a Third Party Location, Halter will not be liable to the Customer or any third party for any damage, loss, or expense of any kind arising from or in connection with the presence, management, welfare or supervision of those animals.

(c) Halter is not liable to the Customer for any loss or damage suffered by the Customer arising from or in connection with any delay in the performance of the Deployment Services or the commencement of Subscription Services at the new deployment location.

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14. Limitation of liability

The short of it:

This clause limits what Halter has to pay you if something goes wrong. In summary: you are responsible for how you use the Services and for the results; the Services are provided “as is”; we are not liable for indirect losses (such as lost profits or lost data); our total liability is capped at the Subscription Fees you paid in the 12 months before the claim arose; and we are not liable for certain things at all, such as animals leaving your property, issues outside our control, or physical damage caused by the Services or Collars (unless caused by our people while on your property).

These limits do not apply to fraud, or to any liability the law does not allow us to limit. The Local Terms (clause 4.4) explain how consumer laws apply in your country (and how, in certain cases, they may be excluded). You agree that these limitations and exclusions are fair and reasonable in the context of our commercial relationship.

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14.1 Subject to the provisions of clause 16 and to the maximum extent permitted by relevant laws, this clause 14 sets out the entire financial liability of Halter (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

(a) any breach of this Agreement;

(b) any use by the Customer of the Services, Collars, Documentation, or any part of them; and

(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

14.2 Except as expressly provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, including any conclusions drawn or action taken following such use or access;

(b) Halter shall have no liability for any damage caused by errors or omissions in any information, or any actions taken by Halter at the Customer’s direction;

(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

(d) the Services and the Documentation are provided or made available to the Customer on an “as is” basis.

14.3 Nothing in this Agreement excludes or limits the liability of Halter in connection with fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

14.4 Subject to clause 14.2 and clause 14.3:

(a) Halter shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, statutory penalties or enforcement remedies, loss or corruption of data or information, depletion of goodwill and/or similar losses, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement; and

(b) Halter’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this Agreement is limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose.

14.5 Subject to clause 14.3, in no event shall Halter, its employees, agents and sub-contractors be liable to the Customer to the extent that liability arises from, or in connection with:

(a) a modification of the Services, Collars or Documentation by anyone other than Halter or a member of the Halter Group;

(b) the Customer’s use or accessing of the Services, Collars or Documentation in a manner contrary to the instructions given to the Customer by Halter or Halter USA LLC;

(c) the Customer’s use or accessing of the Services, Collars or Documentation in a way contrary to any notice or instructions from Halter or Halter USA LLC or any appropriate authority;

(d) any of the Customer’s animals leaving the legal boundaries of the deployment location (regardless of whether the animals were required by an applicable law or permit to be contained by a physical boundary fence);

(e) any issues outside Halter’s control (e.g. telecommunications outages, bad weather or unauthorised access to data such as hacking); or

(f) any physical damage suffered by the Customer or any other person due to the operation of the Services or Collars, except where that physical damage is caused by Halter personnel while on Customer property.

14.6 To the maximum extent permitted by relevant laws, the parties acknowledge and agree that they are contracting for business purposes and that this clause 14 is fair and reasonable in the context of their commercial relationship (see the Local Terms).

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15. No claims against third parties

The short of it:

We rely on other companies (such as network and infrastructure providers) to deliver the Services. You can’t bring a claim against those suppliers, or against Halter Group companies or their people, because one of those suppliers failed to deliver to us.

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15.1 The Customer must not make any Claims against any Third Party Supplier or any member of the Halter Group, or their employees, contractors, representatives, and agents, arising from or in connection with:

(a) any failure of a Third Party Supplier to supply network services, network infrastructure, or any other goods, services or facilities to any member of the Halter Group under a contract between any member of the Halter Group and that Third Party Supplier; or

(b) any act or omission of any member of the Halter Group referred to in clause 15.1(a) in connection with any contract referred to in that same clause 15.1(a).

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16. Indemnity

The short of it:

An indemnity is a promise to cover someone else’s losses. Under this clause, you must cover Halter Group companies and their people for claims, losses and costs arising from your actions (without regard to fault). This doesn’t apply to the extent the claim arises from gross negligence, wilful misconduct or fraud by a Halter Group company.

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16.1 This clause 16 does not apply to any claims to the extent arising from gross negligence, wilful misconduct or fraud by any member of the Halter Group.

16.2 The Customer shall indemnify and hold harmless Indemnified Parties against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s use or accessing of the Services, Hardware, Documentation or internet connectivity procured by Halter, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) Halter provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(c) the Customer is given sole authority to defend or settle the claim (provided that the Customer may not settle any claim or admit any fault or liability on behalf of any Halter Group member without Halter’s prior written consent).

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17. Termination

The short of it:

Given the upfront investment we make into the equipment deployed onto your farm, you can’t cancel the Agreement just for convenience. Apart from opting out of renewal under clause 2.1 (and some rights in the Local Terms, clause 4.5), either of us can end the Agreement early if the other seriously breaches it (and doesn’t fix the breach within 30 days of written notice, if it can be fixed) or becomes insolvent. We can suspend or restrict the Services if we reasonably think you have seriously breached (or are likely to seriously breach) the Agreement or the Software Policy, and we can let third parties know where we think they will be affected (such as a grazier).

When the Agreement ends, we will restrict access to the Services on your Hardware, and you can dispose of the Hardware (or return it to us, where we offer this). Halter may keep Customer Data so that it is easier for you to re-subscribe, you can ask within 30 days for access to back up or export your Customer Data, and each of us must stop using, and return or destroy, the other’s Confidential Information (clause 17.5).

If the Agreement is terminated early (other than opting out of a renewal or by mutual agreement), Halter may recover the Fees payable for the remainder of the then-current Term.

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17.1 This Agreement cannot be cancelled for convenience except in accordance with clause 2.1.

17.2 Halter may suspend, deactivate or restrict access to the Services at any time if Halter considers, acting reasonably, that the Customer has committed, or is likely to commit, a material breach of any of the terms of this Agreement or the Software Policy. In such event, Halter USA LLC may also suspend, deactivate or restrict access to the Software Services.

17.3 If a Halter Group member suspends, deactivates or restricts access to the Services under clause 17.2, or this Agreement is terminated, Halter will promptly notify any third parties that Halter considers may be affected (such as where the Customer has animals at a Third Party Location).

17.4 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:

(a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) the other party becomes subject to an Insolvency Event.

17.5 On termination of this Agreement for any reason:

(a) members of the Halter Group may, in their sole discretion and in accordance with the Privacy Policy, retain and not destroy or otherwise dispose of any of the Customer Data or Personal Information in their possession after the effective date of the termination of this Agreement, in order to facilitate the Customer’s ability to re-subscribe. Clauses 9.1 and 9.2 continue to apply to any such data retained under this clause 17.5(a);

(b) Halter USA LLC will no longer make the Software Services available, and Halter will restrict the provision of all other Services to the Hardware owned by the Customer;

(c) the Customer shall have no right to access the Services after the effective date of the termination of this Agreement, except that the Customer may make a request within 30 days of termination (and Halter may, at its discretion, grant or make available) access to the Services for a limited time for the purpose of backing up or exporting the Customer Data;

(d) the Customer must cease using the Services and may:

(i) dispose of the Hardware if it considers appropriate (Halter recommends that this is done in a manner that is consistent with applicable laws and disposal guidelines); or

(ii) if agreeable to the Customer, return the Hardware to Halter for disposal and recycling where Halter offers this option (with delivery, recycling and handling fees being paid by Halter), and

(e) either party must (and must procure that any employees, agents and independent contractors to whom any Confidential Information was disclosed):

(i) cease to use or make any further permitted disclosure of the Confidential Information; and

(ii) destroy or return to the other party all Confidential Information obtained directly or indirectly (including any copies and any material containing or otherwise relating to any Confidential Information).

(f) the accrued rights of the parties as at termination shall not be affected or prejudiced.

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18. Force majeure

The short of it:

We are not liable if something beyond our reasonable control (like adverse weather conditions, a pandemic, a network failure or a supplier failing to deliver) stops or delays us from doing what we have promised. If this happens, we will tell you and give you an estimate of how long it will last.

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18.1 Halter shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including any Force Majeure Event.

18.2 Where a Force Majeure Event occurs that prevents Halter from performing one or more of its obligations under this Agreement, Halter will notify the Customer and provide an estimated duration until Halter will be able to continue performance of its obligations.

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19. Changes

The short of it:

We can change this Agreement at any time by giving you written notice, but we can’t increase your Fees during a Fee Lock Period or without telling you directly. We can update these terms by publishing an updated version on our website (in addition to telling you directly about any Fee increase). If you keep using the Services after we publish changes, you are treated as accepting them. If you don’t accept the updated terms, you can’t keep using the Services, and you may have a right to opt out or terminate under the Local Terms.

Extra rules apply in some countries, such as a notice period or a right to object (see the Local Terms, clause 4.5). Changes to your Sales and Services Agreement can also be agreed by both of us signing an SSA Variation.

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19.1 Halter may change this Agreement (including the amount of any Fee) on immediate written notice at any time, except that Halter may not increase the Fees during a Fee Lock Period. That written notice may be made by publishing the updated version of this Agreement on Halter’s website, except that any Fee increase will be communicated directly to the Customer.

19.2 Subject to clause 4.5 of the Local Terms, if Halter publishes any changes to this Agreement and the Customer continues to use the Services, that will be deemed acceptance of those changes. Without limiting the Customer’s right to terminate this Agreement under clause 2.1 or clause 17, where the Customer does not accept the updated Agreement, the Customer may not use the Services.

19.3 Without limiting clauses 19.1 or 19.2, changes in respect of the components of this Agreement set out in the Sales and Services Agreement may be mutually agreed by signing an amended version of the Sales and Services Agreement (SSA Variation). Any such SSA Variation will have effect from the last date of signature of the SSA Variation.

19.4 Further terms may govern changes to the Agreement depending on the Halter Contracting Entity, see further details in the Local Terms.

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20. General terms

The short of it:

This clause covers standard legal matters, including: which clauses continue after the Agreement ends; how disputes are resolved (talk first, then senior management, then binding arbitration rather than court in most cases); that Halter can transfer the Agreement, but you need our consent to do so; that we are not partners; that Halter USA LLC can enforce some clauses even though it isn’t a party to this Agreement and has no liability to you; how notices are given (by email); and which document takes priority if documents conflict.

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20.1 Survivability

Clauses 9.1, 9.2, 9.4, 10, 14, 15, 17.5, 20, and 21 survive termination of this Agreement together with any other term which by its nature is intended to do so.

20.2 Waiver

A waiver of any right under this Agreement is only effective if it is in writing. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

20.3 Severability

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If that provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20.4 Entire agreement

This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the Services. The parties do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement.

20.5 Assignment

The Customer shall not, without the prior written consent of Halter, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Halter may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

20.6Dispute resolution

(a) Most concerns can be quickly resolved to all parties’ satisfaction by contacting Halter’s support team at support@halterhq.com. This clause 20.6 applies to any dispute or disagreement involving Halter and the Customer which arises out of or relates to this Agreement (Dispute).

(b) Any Dispute shall initially be subject to informal dispute resolution between Halter and the Customer through their respective ordinary business contacts. If the Dispute has not been resolved within 30 days, then either party may require that the other make available senior management to attempt a resolution.

(c) If the Dispute remains unresolved for a further 30 days from senior management’s first meeting, then either party may refer the Dispute to binding arbitration under the relevant legislation (see the Local Terms).

(d) No party may commence any court proceedings, except to seek urgent injunctive relief (which may be sought in any court of competent jurisdiction, notwithstanding clause 3.2 of the Local Terms) or (in the case of Halter) to seek enforcement of any unpaid debt or any security interest. In respect of any court proceedings commenced by a party to this Agreement, if it is allowed by the relevant laws in the country where Halter provides or makes available the Services to the Customer, then any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

(e) The governing law and venue for any Dispute is specified in the Sales and Services Agreement for the relevant Halter Contracting Entity.

20.7 No partnership

(a) Nothing in this Agreement is intended to or shall operate to create an employment, representation, agency, partnership, joint venture or similar relationship between Halter and Halter USA LLC and the Customer (or any Authorised Users, Rural Professionals, or employees, contractors, representatives or service providers of the Customer), or authorise any of them to act as agent for the other, and none of them (except as between Halter and Halter USA LLC) shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

(b) The Customer acknowledges and agrees that its Authorised Users, Rural Professionals, employees, contractors, representatives and service providers are not employees, representatives or agents of Halter or Halter USA LLC solely by virtue of their access to or use of the Services.

20.8 Third party rights

(a) The provisions contained in clauses 8.3, 8.4, 16.2, 17.2, 17.5, 20.6(d) and this clause 20.8 confer a benefit on Halter USA LLC. To the maximum extent permitted by law, these benefits may be enforced by Halter USA LLC as if Halter USA LLC were a party to this Agreement.

(b) Except as set out in clause 20.8(a), this Agreement is not intended to create any obligation enforceable by any person who is not a party to this Agreement.

(c) Except as set out in clause 20.8(a), no person who is not a party to this Agreement shall have any rights to enforce any term of this Agreement.

(d) Halter USA LLC is not a party to this Agreement and has no liability to the Customer under or in connection with the Services, the Hardware or this Agreement. Halter USA LLC’s only liability in connection with the Services or Hardware will be to the Authorised Users under the Software Policy, and to the Rural Professionals (if any) under the Rural Professionals Software Policy.

(e) Clauses 20.8(a) to 20.8(d) are subject to clause 4.7(d) of the Local Terms.

20.9 Notices

Except as provided under clause 19.1, any notice required to be given under this Agreement must be in writing by e-mail and will be deemed to have been given on transmission. Notices to Halter must be sent to the applicable email address specified in the Sales and Services Agreement for the relevant Halter Contracting Entity, or to any other email address notified from Halter to the Customer for that purpose. Notices to the Customer will be sent to the email address the Customer provided when setting up access to the Services.

20.10 Governing law and jurisdiction

The governing law and jurisdiction applicable to this Agreement are set out in the Local Terms and form part of this Agreement.

20.11 Order of precedence

This Agreement comprises terms that are set out in a number of different documents. If there is any inconsistency between any of these different terms, then that inconsistency will be resolved by giving precedence to them in the following order:

(i) Sales and Services Agreement;

(ii) Terms of Service (as modified by any relevant Local Terms);

(iii) Hardware Warranty Policy; and

(iv) a copy of the Software Policy.

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21. Definitions and interpretation

The short of it:

This clause sets out the legal meaning of the words in these terms that start with a capital letter. This clause also includes some standard rules for reading the Agreement.

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21.1 In this Agreement:

Activation means the installation and calibration of a Collar, such that the Subscription Services are able to be provided or made available by Halter via the Collar. Activation will, unless otherwise agreed, be done by the Customer.

Additional Features means any features or Services that do not form part of the Package, whether released before or after the Effective Date of the Sales and Services Agreement.

Advanced Replacement Collars means the additional Collars provided for replacing defective Collars.

Animal Location Data means the latitude and longitude of a Collar, and the date and time of each position, captured while the Collar is fitted to an animal during the Term.

Authorised Users means those employees, agents and independent contractors of the Customer (excluding Rural Professionals) who are authorised by the Customer to use or access the Services, Hardware and the Documentation. If the Customer is an individual or sole trader, the Customer will also be an Authorised User.

Business Day means any day other than a Saturday, Sunday, or day on which banks are generally closed for business in the place where the Services are provided to the Customer.

Claim means any and all claims, alleged claims, actions, suits or proceedings by any person of any nature or kind, whether in contract, tort (including negligence) at common law, in equity, under statute or otherwise however arising.

Collars means the collars supplied under this Agreement for use on the Customer’s animals.

Confidential Information means information that is proprietary or confidential, including the following:

(a) Customer Data;

(b) Identifiable Data;

(d) the results of any performance tests of the Services; and

(e) in Halter’s case: its technology, software, algorithms, machine learning models, data models, technical specifications, source code, product roadmaps, pricing and any information relating to Halter's business, operations, finances or intellectual property.

Connectivity Fee means the subscription fees payable for internet connectivity, as set out in the Sales and Services Agreement (if applicable).

Content means the information and content that Halter provides or makes available via the Software Services.

Contracted Collars means the Collars as specified in the Sales and Services Agreement, excluding Advanced Replacement Collars (but including Advanced Replacement Collars used to replace a Contracted Collar).

Customer, “you”, “your” or similar terms means the person or organisation named as such in the Sales and Services Agreement.

Customer Data means data inputted into the Services by or for the Customer, such as farm and paddock maps, mob and animal records, grazing boundaries (such as virtual fences and breaks), notes, photos, and (subject to clause 4.4) feedback. It also includes Animal Location Data.

Deployment Fees means, in respect of a deployment location, the total deployment fees payable by the Customer to Halter for the Deployment Services at that deployment location, as set out in the Sales and Services Agreement or otherwise agreed in accordance with clause 13.2(c)(iii).

Deployment Services means the services described as such in the Sales and Services Agreement.

Deposit has the meaning given in clause 12.2.

Dispute has the meaning given in clause 20.6.

Documentation means the documents which may be made available to the Customer by Halter from time to time, which sets out a description of the Services and the user instructions for the Services.

Effective Date has the meaning given in the Sales and Services Agreement.

Fees means all fees payable by the Customer to Halter under this Agreement, as varied by Halter in accordance with the terms of this Agreement or by agreement of the parties from time to time.

Force Majeure Event means an event or circumstance which is beyond the reasonable control of Halter, including any strikes, lock-outs or other industrial disputes (whether involving the workforce of Halter or any other party), failure of a utility service or transport or telecommunications network, delay, pandemic, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, adverse weather conditions, or default of suppliers or sub-contractors, or any inability to obtain supplies or labour.

Halter, “we”, “our”, “us” or similar terms means the Halter Contracting Entity specified in the Sales and Services Agreement.

Halter Contracting Entity means the member of the Halter Group specified as such in the Sales and Services Agreement.

Halter Group means Halter and any other entity within the Halter group of companies.

Halter USA LLC means Halter USA LLC., a Delaware limited liability corporation, having its principal place of business in San Francisco, United States of America.

Hardware means Collars, Towers, and any other equipment, including future generations, replacements, or upgrades of such equipment, provided by Halter to the Customer under or in connection with this Agreement.

Hardware Warranty Policy means the warranty in Schedule 1.

Indemnified Parties means each member of the Halter Group and its employees, contractors, representatives, and agents.

Identifiable Data has the meaning given in clause 9.8.

Initial Term means the period specified as such in the Sales and Services Agreement.

Insolvency Event means any of the following:

(a) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party;

(b) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors;

(c) a receiver is appointed of any of the other party’s assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets;

(d) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;

(e) the other party ceases, or threatens to cease, to trade; or

(f) any event analogous in nature to those listed in (a) to (e) that occurs under the laws of any relevant jurisdiction.

Installation Plan means the plan which Halter will provide to the Customer for the installation of the Hardware following the signing of this Agreement.

Intellectual Property Rights means all industrial and intellectual property rights (including applications for such rights) whether conferred by statute, at common law or in equity, including all copyrights and similar rights that may subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), rights in relation to trade secrets and confidential information, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks and business names, rights in relation to circuit layouts, and other rights as defined by Article 2 of the Convention of July 1967 establishing the World Intellectual Property Organisation as may exist anywhere in the world.

Invoicing Period means the number of months for which Halter will invoice the Customer for the Subscription Fees, as specified in the Sales and Services Agreement.

Local Terms means the terms in Schedule 2.

Minimum Device Specifications means the minimum software and hardware specifications specified in clause 3.5 or as notified by Halter from time to time.

Package means the Services within the package specified in the Sales and Services Agreement as being applicable to the Customer, where the Services within each package are listed on Halter’s website or are otherwise notified by Halter from time to time.

Personal Information has the meaning given to that term, or a similar term, in the relevant privacy legislation specified in the Local Terms.

Privacy Policy means, in respect of an individual, Halter’s privacy policy that applies to that individual, as published on Halter’s website and updated from time to time.

Renewal Term has the meaning given in clause 2.2(a).

Rural Professional means a person in the business of providing agriculture-related services to rural clients, such as agricultural consultancy services, professional or financial services, or animal health or veterinary services.

Rural Professionals Software Policy has the meaning given in clause 8.3(e).

Sales and Services Agreement means the document of that name that forms part of this Agreement.

Services means:

(a) the Deployment Services;

(b) the Subscription Services;

(d) any associated services such as training and technical assistance which Halter elects to provide.

Severe Weather Conditions means severe and extraordinary weather conditions that were not reasonably foreseeable for that time of year for the deployment location (based on historical data, publicly available forecasts, warnings from recognised meteorological agencies, declared states of emergency or other objective measures). This includes events such as cyclones, hurricanes, tornadoes, named storms, flooding, large hail, lightning, weather-driven wildfires, blizzards, ice storms and extreme winds. It does not include ordinary or seasonal weather conditions such as rain, snow, wind, heat, cold, or the general climate of the deployment location within historical norms, even where these are unpleasant or cause inconvenience.

Software Policy means the terms and conditions, as updated from time to time, on which Halter USA LLC makes available the Software Services to Authorised Users.

Software Services means the online services made available by Halter USA LLC as part of the Package and which Authorised Users and Rural Professionals can access on behalf of that Customer via web applications, technically capable mobile devices, or other means as Halter may determine from time to time.

SSA Variation has the meaning given in clause 19.3.

Subscription Fee means the subscription fees payable for the Subscription Services, as set out in the Sales and Services Agreement.

Subscription Services means:

(a) the Software Services; and

(b) the other services described in the Sales and Services Agreement, other than Deployment Services.

System Data means all data collected, generated or derived by or in connection with the Services, including by any Hardware, firmware, software, systems, algorithms or models, other than Customer Data. System Data includes any new data that the Halter Group creates or derives by combining, aggregating or de-identifying Customer Data, and any insights or model outputs generated using Customer Data, but does not include the Customer Data itself or any copy or reformatted version of it.

Term means the Initial Term and any Renewal Term.

Terms of Service means this document.

Third Party Location has the meaning given in clause 13.3(a)(ii).

Third Party Supplier means any entity that supplies network services, network infrastructure, or any other goods, services or facilities to any member of the Halter Group under a contract between any member of the Halter Group and that third party entity.

Towers means the LoRa gateways that may be supplied by Halter for use at the Customer’s deployment location.

Warranty Period has the meaning given to that term in the Hardware Warranty Policy.

21.2 The "Important" section (on the cover page), each clause overview (marked "THE SHORT OF IT") and any other notes marked as such, are summaries for convenience only. They do not form part of this Agreement, are not a representation or warranty, are not to be relied on, and are to be disregarded in interpreting it.

21.3 Clause and schedule headings shall not affect the interpretation of this Agreement.

21.4 References to clauses and schedules are to the clauses and schedules of this Agreement.

21.5 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

21.6 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

21.7 Words in the singular shall include the plural and vice versa.

21.8 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

21.9 A reference to writing or written includes emails.

21.10 References to “include”, “including”, “for example” or “such as” or similar are not words of limitation.

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Schedule 1 - Hardware Warranty Policy

The short of it:

Halter’s Hardware warranty lasts for as long as you keep paying all Fees. It covers faults caused by defects in materials or workmanship in ordinary use. It is not insurance: it doesn’t cover things like Severe Weather Conditions, accidents, loss or theft, misuse, or normal wear and tear. If we approve a claim, we will repair or replace the Hardware (or give a refund, if repair or replacement isn’t commercially reasonable). If Hardware stops working because of something the warranty doesn’t cover, you keep paying the Subscription Fee and can buy replacement Hardware.

Data stored on Hardware you return under a claim may be deleted, so please back it up first (clause 3.3).

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1. Introduction

1.1 The Hardware Warranty Policy is set out below and is subject to the Terms of Service. All capitalised terms not defined in this Hardware Warranty Policy have the meaning set out in the Terms of Service.

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2. Scope of the Hardware Warranty Policy

2.1 Halter stands behind its Hardware. Hardware for which title has been transferred to the Customer under clause 4.2 has a warranty that lasts for as long as the Customer continues to pay all Fees under the Agreement (Warranty Period).

2.2 Halter warrants that, during the Warranty Period, eligible Hardware will not malfunction due to a defect in Hardware materials or workmanship in relation to ordinary use under intended conditions in accordance with the Documentation, subject to the limitations and conditions set forth in the Terms of Service and this Hardware Warranty Policy (Hardware Warranty).

2.3 Halter does not provide insurance or cover for, among other things, damage that may result from Severe Weather Conditions or storms, accidental damage, or theft and loss. For peace of mind, Halter recommends that the Customer contact a suitable insurance broker for cover related to these events.

2.4 Upon Halter’s approval of a claim provided in accordance with this Hardware Warranty Policy, Halter will, at its sole discretion, do one of the following:

(a) repair the Hardware free of charge;

(b) replace the Hardware (with the same Hardware or that of substantially similar functionality) free of charge; or

(c) to the extent repairing or replacing the Hardware proves commercially unreasonable, provide a refund for such products,

and to the maximum extent permitted by applicable law, this is the Customer’s sole and exclusive remedy and Halter’s sole and exclusive obligation for any breach of this Hardware Warranty Policy.

2.5 This Hardware Warranty Policy does not apply:

(a) to non-Halter branded products or services, even if sold with Halter Hardware;

(b) to consumable parts, cosmetic damage (i.e. scuffing, scratching, or discolouration), and normal wear and tear (such as damage that does not impact the performance of the Hardware);

(d) to circumstances such as accidental or incidental damage, indirect damage, loss, theft, abuse, misuse, misapplication or unauthorised disassembly of or to the Hardware;

(e) if the Hardware has been defaced (e.g. the serial number has been removed);

(f) if the Hardware is installed, maintained, operated, stored or used in a way that does not comply with the Agreement, Documentation or other written instructions provided by Halter;

(g) if the defect or damage is caused by an improper power supply or the use of third party components, materials, accessories, products or software that are not expressly approved or supplied by Halter;

(h) if the defect or damage is caused by any attempt to service the Hardware other than by Halter or its representatives;

(i) if the defect or damage is caused by the Customer’s or its representative’s negligence, misuse, neglect, intentional acts or omissions, or breach of its obligations under the Agreement (such as this Hardware Warranty Policy);

(j) if the Hardware, its functionalities or its capabilities have been altered, modified, repaired or tested by a party other than Halter or its representatives or without advance written permission of Halter; and

(k) if the Hardware is tampered with or otherwise damaged in a way or by events outside of Halter’s control, such as in the event of a fire, car crash, liquid contact, contact with wildlife, natural disaster or other external causes.

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3. How to submit a claim

3.1 To make a claim under this Hardware Warranty Policy, please contact Halter Customer Support or submit the claim through the Hosted Software dashboard. When submitting a claim, you will need to provide the following information:

(a) Make and model;

(b) Serial number;

(d) Shipping addressee contact details.

3.2 If your claim is approved by Halter, Halter will provide you with a claim number and further information. Where the claim is covered by this Hardware Warranty Policy the Customer may:

(a) dispose of the defective Hardware if it considers appropriate (Halter recommends that this is done in a manner that is consistent with applicable laws and disposal guidelines); or

(b) if agreeable to the Customer, return the defective Hardware to Halter for disposal and recycling where Halter offers this option (with delivery, recycling and handling fees being paid by Halter).

3.3 Upon return of any Hardware under a claim, Halter may delete all data stored on the Hardware. Before submitting your claim and returning your Hardware to us, we therefore recommend that you make a backup copy of the content stored on the device by using the tools available on your Hosted Software dashboard or otherwise. Halter disclaims all liability relating to Customer’s loss of Customer Data or other data in connection with the return of Hardware under this Hardware Warranty Policy.

3.4 If you make a claim and Halter considers, at its sole discretion, that there is no material defect with your Hardware unit, or the defect is found not to be covered by this Hardware Warranty Policy, Halter reserves the right to charge you, and you agree to pay the fees and costs associated with providing the replacement Hardware unit, and a reasonable service fee.

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4. Replacement Hardware fees

4.1 This Hardware Warranty Policy does not cover damage resulting from, among other things, Severe Weather Conditions or storms, accidental damage, or theft and loss. If any Hardware is rendered non-functional for any of these reasons, Halter will continue to invoice the full amount of the Subscription Fee under the Sales and Services Agreement.

4.2 The Customer may replace any non-functional Hardware at any time by submitting a request to Halter. The fees for any replacement Hardware may be determined by Halter from time to time and are exclusive of any dispatch and shipping costs.

4.3 Halter, at its sole discretion, may dispatch replacement Hardware to the Customer before receiving payment.

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Schedule 2 - Local Terms

The short of it:

Halter operates in several countries. The Local Terms adjust the Terms of Service so that they work with the laws of each country, and they take priority over the rest of the Agreement if there is a conflict. They cover: governing law and courts; the laws you must comply with in each country; which privacy law defines Personal Information; currency and tax rules; whether consumer laws apply; extra rules about changes to the Agreement; arbitration rules; third-party rights; and some country-specific terms (for example, for Argentina, Brazil and Uruguay).

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Defined terms in this Schedule take their meaning as defined in the Terms of Service (unless otherwise specified).

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1. Introduction

1.1 This Attachment supplements and is incorporated into the Agreement to enable Halter and the Customer to comply with relevant legislative and regulatory obligations, and provide certain benefits to each party where available under relevant law.

1.2 In the event that any of the terms in this Attachment are inconsistent or conflict with the terms of the Agreement, the terms of this Attachment take precedence.

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2. Definitions

2.1 For the purposes of this Attachment, the following terms have the following meanings:

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Brazilian Consumer Law means Federal Law No. 8,078 of 11 September 1990 together with any related regulations, administrative guidance and mandatory consumer protection rules applicable under Brazilian law.

Law means any principle in common law, customary law or equity and any requirement under any legislation, order, regulation, statute, treaty, rule, instrument, code of practice, ordinance or other legislative measure, present or future, in each case of any jurisdiction and includes any Legal Requirement to which you are subject.

Legal Requirement means writs, orders, injunctions, judgments, contracts, agreements, deeds, mandatory codes of conduct and rules of any industry body which any Halter Group member is a member of, or has obligations to, from time to time.

Regulatory Authority means any body having regulatory or supervisory authority over any part of the business or affairs of any Halter Group member.

Regulatory Requirement means:

(a) any Law; and

(b) any regulation, policy, class order, prudential or other standards, rules, guidelines, requirements, conditions or standards placed on you by any government or any Regulatory Authority.

State Animal Welfare Acts means the relevant state laws and regulations in force that relate to the promotion and protection of animal welfare in Australia.

State Impounding Acts means the relevant state laws and regulations in force that relate to the impounding of livestock in Australia.

State Privity Acts means the relevant state laws in force that relate to, replace or amend the contractual doctrine of privity, including the Property Law Act 1974 (QLD), Property Act 2000 (NT) and Property Law Act 1969 (WA).

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3. Governing law and jurisdiction

3.1 This Agreement and any Disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law relevant to this Agreement as specified in the Sales and Services Agreement for the relevant Halter Contracting Entity.

3.2 Subject to the dispute resolution requirements under clause 20.6, the parties irrevocably agree that the courts applicable to the relevant Halter Contracting Entity under the Sales and Services Agreement will be the appropriate venue for any Dispute or claim to be brought and that they have the exclusive jurisdiction to settle any Dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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4. Regulatory Requirements

4.1 Customer’s obligations

Further to clause 7.6 of the Terms of Service, the Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement in the relevant jurisdiction, including but not limited to (where applicable):

(a) in Argentina, Law No. 14,346 (animal welfare and protection against cruelty), Law No. 25,675 (general environmental protection framework), Law No. 19,587 and its regulatory Decree No. 351/1979 (occupational health and safety), Law No. 24,557 (workplace risk insurance), Law No. 26,727 (Agricultural Labor Regime) and any other similar national or provincial laws, regulations or codes;

(b) in Australia, the Environment Protection and Biodiversity Conservation Act 1999, the State Impounding Acts, the State Animal Welfare Acts, the Work Health and Safety Act 2011, and any other similar federal, state, or territory laws, regulations or codes;

(c) in Brazil, Law No. 9,605/1998 (Environmental Crimes Act), Law No. 12,846/2013 (Brazilian Anti-Corruption Act) (and any breach of this law is a material breach under clause 17.4(a)), applicable animal health, sanitary defence and animal welfare laws and regulations, rules and regulations issued by the Ministry of Agriculture and Livestock (MAPA), applicable occupational health and safety requirements, and any other similar federal, state or municipal laws, regulations, ordinances, normative instructions, resolutions or codes;

(d) in Canada, the Animal Protection Act (RSA 2000, c A-41), the Animal Protection Regulation, Alta Reg 203/2005, the Animal Protection Act, 2018, SS 2018, c A-21.2, the Animal Protection Regulations, 2018, RRS c A-21.2 Reg 1, the Animal Health Act, SS 2019, c A-20.01, the Animal Health Regulations, RRS c A-20.01 Reg 1, the Occupational Health and Safety Act, Occupational Health and Safety Code and any other similar federal or provincial laws, regulations or codes;

(e) in New Zealand, the Resource Management Act 1991, the Impounding Act 1955, the Animal Welfare Act 1999, the Health and Safety at Work Act 2015, and any other similar laws, regulations or codes;

(f) in the United States of America, the Clean Water Act, the Clean Air Act, any applicable state animal welfare laws, the Occupational Safety and Health Act and any other similar federal, state, or territory laws, regulations or codes; and

(g) in Uruguay, Law No. 18,471 (animal welfare), Law No. 17,283 (environmental protection) and the occupational health and safety regulations (Law No. 5,032 and Decree No. 406/988), and any other similar national or departmental laws, regulations or codes.

4.2 Customer Data

Further to clause 9.9 of the Terms of Service, the term Personal Information, or similar terms, has the meaning given:

(a) in Argentina, under Law No. 25,326 (data protection law) and its regulatory Decree No. 1558/2001 (as overseen by the Agencia de Acceso a la Información Pública, AAIP);

(b) in Australia, under the Privacy Act 1988;

(c) in Brazil, under Federal Law No. 13,709/2018 (LGPD), its implementing regulations, and any other applicable Brazilian data protection and privacy laws;

(d) in Canada, under the applicable Canadian federal or provincial (as applicable) privacy laws;

(e) in New Zealand, under the Privacy Act 2020;

(f) in the United States of America, under the applicable U.S. federal and state privacy laws (including but not limited to the California Consumer Privacy Act); and

(g) in Uruguay, under Law No. 18,331 on the Protection of Personal Data and its regulatory Decree No. 414/009 (as overseen by the Regulatory and Personal Data Control Unit, URCDP).

4.3 Charges and payment

Further to clause 12 of the Terms of Service:

(a) For the purposes of clause 12.8(a) of the Terms of Service:

(i) in Argentina, the Customer must pay each invoice either in USD or in ARS using the USD amount converted into ARS at the selling exchange rate (tipo de cambio vendedor) published by Banco de la Nación Argentina (the "Banco Nación Rate"), at the close of the Business Day immediately preceding the payment date;

(ii) in Brazil, Halter will provide a foreign exchange rate on each invoice between USD and BRL and the Customer must pay the invoice either in USD or in BRL using the rate on the invoice;

(iii) in Uruguay, Halter will provide a foreign exchange rate on each invoice between USD and UYU, being the interbank buying rate for US dollars published by the Banco Central del Uruguay at the close of the Business Day immediately preceding the invoice date, and the Customer must pay the invoice either in USD or in UYU using the rate on the invoice; and

(iv) where Halter provides a foreign exchange rate, and a conversion mechanism is not prescribed by law, Halter may use an exchange rate and conversion date reasonably determined by Halter.

(b) All amounts and fees stated or referred to in this Agreement are exclusive of any applicable taxes, duties, levies, withholdings, assessments or governmental charges of any kind, and in Brazil, as a result of tax reform which will substantially affect the tax burden on service revenue by the introduction of Tax on Goods and Services (Imposto sobre Bens e Serviços) (IBS) and Contribution on Goods and Services (Contribuição sobre Bens e Serviços) (CBS) taxes, the following applies:

(i) during the 7-year transition phase (2026 to 2032), there will be an overlap of the two tax systems, the old and the new;

(ii) to ensure transparency in price formation, our proposals present separately the amount of our fees and the amount of taxes passed on in accordance with the legislation; and

(iii) considering the dynamics of the transition phase, in which rates will progress each year, we will fully and automatically pass on changes in legislation to properly reflect our costs,

therefore, the amounts indicated in this Agreement are subject to change throughout the Term to reflect this dynamic and the amount of any invoiced fees may be adjusted in order to maintain the economic and financial balance and ensure the feasibility of the Agreement, in cases of variation, creation of allowances, taxes, charges, or any circumstance that influences the provision of Services.

4.4 Limitation of liability

Further to clause 14 of the Terms of Service, the parties acknowledge and agree that they are contracting for business purposes, that clause 14 is fair and reasonable in the context of their commercial relationship, and:

(a) in Argentina, Law No. 24,240 on Consumer Protection does not apply since the parties are contracting for business purposes and the goods and/or services acquired under this Agreement are to be incorporated into a productive or commercial process;

(b) in Australia, that nothing in clause 14 limits or contracts out of the Australian Consumer Law;

(c) in Brazil, that nothing in clause 14 excludes or limits any liability that cannot be excluded or limited under Brazilian Consumer Law. The parties acknowledge and agree that this Agreement:

(i) is entered into for business and commercial purposes and that the limitations and exclusions of liability set out in clause 14 constitute a reasonable allocation of risk between parties in an equal bargaining position, taking into account the commercial nature of the contractual relationship; and

(ii) is a paritary (contrato paritario) and symmetric contract, entered into between businesses in the exercise of their economic activity and not as a consumer relationship. Where any provision is nonetheless treated as an adhesion clause, the clauses limiting Halter’s liability or restricting the Customer’s rights observe Brazilian Consumer Law;

(d) in New Zealand, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply in connection with this Agreement; and

(e) in Uruguay, Law No. 17,250 on Consumer Relations does not apply since this is an acquisition and/or service to be incorporated to a productive process.

4.5 Changes

Further to clause 19 of the Terms of Service:

(a) If this Agreement is considered the following:

(i) in Australia, a ”standard form contract” under the Australian Consumer Law; or

(ii) in New Zealand, a “small trade contract” under the Fair Trading Act 1986,

then, the Customer may, within 10 Business Days’ notice of the modification, give notice to Halter that it does not agree to such modification. Following such a notice from the Customer, Halter may elect to either retract the modification (in which case this Agreement will continue in force without amendment), propose an alternative modification (which will restart the 10 Business Day timeframe under this clause) or terminate this Agreement without any liability on the Customer to pay any Fee as a consequence of that termination.

(b) If this Agreement is considered in Brazil, Canada, the United States of America or Uruguay, notwithstanding clause 19.1, Halter will provide the Customer with no less than 30 days’ prior written notice of any change to this Agreement that materially affects the Customer’s rights or obligations. If the Customer does not accept such a change, the Customer may terminate this Agreement by written notice to Halter within that 30-day period, without any liability on the Customer to pay any Fee as a consequence of that termination.

(c) Subject to the Fee Lock Period, upon written notice by Halter, the Customer agrees to enter into negotiations within 10 Business Days, acting reasonably and in good faith, to amend the Sales and Services Agreement if necessary to do so to:

(i) avoid prejudice to Halter’s good standing with a Regulatory Authority; or

(ii) ensure that Halter complies with any Regulatory Requirement or Legal Requirement.

4.6 Dispute resolution

Further to clause 20.6(c) of the Terms of Service, the relevant legislation for arbitral proceedings is as follows:

(a) in Argentina, the rules of the Centro Empresarial de Mediación y Arbitraje;

(b) in Australia, the International Arbitration Act 1974; and

(d) in Canada and the United States of America, the JAMS Streamlined Arbitration Rules and Procedures;

(e) in New Zealand, the Arbitration Act 1996; and

(f) in Uruguay, the rules of the Conciliation and Arbitration Center of the Uruguayan Stock Exchange (Centro de Conciliación y Arbitraje de la Bolsa de Comercio del Uruguay).

For the avoidance of doubt, this clause does not affect the governing law or/and venue of any Dispute as specified under the Sales and Services Agreement for the relevant Halter Contracting Entity.

4.7 Third party rights

Further to clause 20.8 of the Terms of Service:

(a) in Australia, clause 20.8 is governed by, and construed in accordance with, the relevant State Privity Act;

(b) in Brazil, the parties acknowledge and agree that clause 20.8 (and the clauses referred to therein) are intended to confer enforceable rights and benefits upon Halter USA LLC as a third-party beneficiary. To the fullest extent permitted by Brazilian law, Halter USA LLC shall be entitled to directly enforce such provisions in its own name, notwithstanding that it is not a party to this Agreement;

(c) in New Zealand, the parties acknowledge that clause 20.8 (and the clauses mentioned therein) confer a benefit on Halter USA LLC for the purposes of section 12 of Part 2 of the Contract and Commercial Law Act 2017; and

(d) in the United States of America, clauses 20.8(a) and 20.8(d) do not apply and clauses 20.8(b) and 20.8(c) are to be read with the reference to clause 20.8(a) removed.

4.8 Miscellaneous

Where this Agreement, and subsequent SSA Variations (as applicable), are entered:

(a) in any language other than English, the English version shall prevail for all purposes of interpretation and enforcement (to the extent permissible under local law);

(b) in Argentina, if on the date of invoicing, the CCL Rate exceeds Banco Nación Rate, by more than fifteen percent (15%) (that is, where (CCL Rate ÷ Banco Nación Rate) − 1 > 0.15), the amounts due shall be converted into Argentine Pesos at the CCL Rate; otherwise, they shall be converted at the Banco Nación Rate. For the purposes of this paragraph: “CCL Rate” means the Argentine Peso/US Dollar exchange rate implied by dividing:

(i) the closing price in Argentine Pesos of Argentine public bonds on Bolsas y Mercados Argentinos S.A. (BYMA) at the close of the Business Day immediately preceding the invoicing date; by

(ii) the closing price in US Dollars of the same Argentine public bond for settlement outside Argentina at the close of the Business Day immediately preceding the invoicing date, acting in good faith and in a commercially reasonable manner;

(i) the Customer will:

(A) be solely responsible for the hiring, engagement, supervision, compensation, direction, training, management and termination of the Customer’s employees, representatives, contractors, consultants, Rural Professionals and Authorised Users, as well as for compliance with all employment, labour, social security, tax, insurance and regulatory obligations relating to those persons. Halter and Halter USA LLC shall have no responsibility or liability whatsoever in respect of any such obligations; and

(B) defend, indemnify and hold harmless Halter and Halter USA LLC, and their respective officers, directors, employees, contractors and representatives from and against any and all claims, demands, investigations, assessments, fines, judgments, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any allegation of an employment relationship, joint employment, vicarious liability, secondary or subsidiary liability, labour succession, social security obligations, or any other employment, labour, payroll, social security, tax or similar obligations in connection with any Authorised Users, Rural Professionals or any other individuals engaged, retained, utilised or made available by the Customer;

(ii) without prejudice to any other remedy, each breach by the Customer or any Authorised User or Rural Professional of the provisions relating to Intellectual Property Rights, confidentiality, permitted use, or the prohibited-use, AI-training and data-extraction restrictions of this Agreement or the Software Policy subjects the Customer or any Authorised User or Rural Professional to a contractual penalty to be reasonably calculated by Halter, not requiring proof of loss and is without prejudice to Halter’s right to recover any additional damages actually incurred;

(iii) they are electronically signed by the parties in accordance with Article 4, II, of Law No. 14,063/2020 and constitutes an extrajudicial enforceable title under Article 784, III, of the Brazilian Code of Civil Procedure, and the Customer acknowledges the Fees, charges and other amounts due as certain, liquid and enforceable; and

(iv) the Halter Contracting Entity will not supply (and is not authorised to supply) Towers, and will not charge (and is not authorised to charge) a Connectivity Fee. Any reference to Towers or a Connectivity Fee in this Agreement should be disregarded. This clause prevails over any inconsistent provision of the Agreement in respect of deployments in Brazil; and

(d) in Uruguay, the parties agree that this Agreement may be executed by electronic signature, which shall have the same validity and enforceability as a handwritten signature to the extent recognised under Law No. 18,600 of Uruguay.

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