Terms and Conditions of Sales and Service

FTP Solutions NZ Ltd — Terms & Conditions of Sale and Service

 

1. Confidentiality & Use of Proposal

Any FTP Solutions NZ Ltd (“FTP”) quotation or proposal is provided solely to enable the client to assess FTP’s capacity to perform the described services and works. All information (including prices and rate cards) is confidential and must not be disclosed except to the client’s employees and advisers for the purpose of evaluating the proposal.

2. Fees & Currency

Quoted fees are in the currency stated on the quotation or a proposal backed by a quotation, exclusive of taxes, and represent the net amount payable to FTP. Prices are based on information supplied by the client and assumptions stated in the proposal. FTP may adjust prices if information or assumptions are incomplete/incorrect or if the client requests changes to scope or products.

3. Contract Formation

If a proposal is accepted, the parties will enter into a written agreement (the “Agreement”) often in the form of a quotation where these terms and conditions of sale and service are stipulated as implicit. The Agreement constitutes the entire agreement, superseding prior discussions and correspondence unless expressly incorporated. Signing of the quotation is acceptance of these terms and conditions of sale and service.

4. Definitions 

- Agreement: the signed order, quotation acceptance, or master agreement between the parties.

- Order: the client’s accepted quotation or purchase order referencing these Terms.

- IMS: FTP’s Integrated Management System cloud platform.

- Yarn Mesh: FTP’s mesh network service, comprising hardware, firmware, software and operational services.

- Connected Device: a device approved for operation on Yarn Mesh (e.g., TrapNode, AI TrailCam, Relay, LevelSensor, WeatherStation, PLM and/or compatible third-party sensors).

- Core Network Infrastructure: Yarn Mesh Gateways, Relays and related hosted and/or managed network services.

- Backhaul: the IP uplink from a Gateway to Yarn Mesh/IMS Cloud (e.g., LTE, ethernet, satellite).

- CDS: Connected Device Subscription (defined in Section 5).

- Purpose of Use: the intended application as described in the Order/quotation.

5. Connected Device Subscription (CDS)

5.1 Scope

CDS is a managed service that provides, for each Connected Device:

1. a) access to the Yarn Mesh network (IPv6 self-healing mesh);
2. b) access to IMS (dashboards, alerts, charts, automated reporting, APIs);
3. c) over-the-air (OTA) firmware, configuration and (where applicable) AI model updates;
4. d) device/network monitoring, alerts and remote diagnostics; and
5. e) standard support per FTP’s Support Policy/SLA. 

5.2 Network Requirements & Backhaul (updated)

Yarn Mesh devices communicate over the Yarn Mesh network to a Yarn Mesh Gateway. Relays are used to extend mesh coverage; they do not provide an IP break-out. When device data reaches the Gateway, the Gateway’s IP backhaul interface transfers the data to Yarn Mesh and IMS Cloud Services for processing and storage.

- The Gateway backhaul IP service is included in the Gateway subscription.

- The default backhaul is an LTE cellular data service provided by a third-party carrier and managed by FTP.

- Non-standard backhaul options (e.g., satellite, private APN, ethernet/customer WAN, long-range Wi-Fi) are available by agreement and increase the Gateway subscription cost and may require additional power and installation infrastructure, which are at the customer’s cost and/or responsibility or with negotiation for provision of such services with FTP at the customer’s cost.

- Satellite backhaul is only required at very remote sites where no terrestrial LTE coverage is available.

- Backhaul availability and performance depend on third-party networks, terrain, power and installation quality.

5.3 Activation & Start Date (updated)

To provide a practical grace period for ordering, delivery and deployment:

- Start Date: Unless otherwise stated, this is the quotation expiry date, which is 30 days after the quotation is issued.

- CDS Start: CDS for each Yarn Mesh device commences 8 weeks after the Quotation Start Date. This gives the customer up to 12 weeks from issuance of the quotation to deploy devices before the subscription billing period begins.

- Customers may request earlier activation (e.g., aligned to commissioning) by agreement at the time of order. If an order is amended or re‑issued, the latest quotation controls the applicable dates. Staged activations for large multi-batch deployments can be agreed in writing prior to issue of quotation.

Billing cadence. Unless otherwise agreed, CDS is billed annually in advance for a 12‑month term. For alternative terms or billing arrangements, ask at the time of quotation.

5.4 Term & Renewal

CDS is sold per device with a minimum initial term of 12 months (unless another term is stated in the Order) and is billed annually in advance by default. After the initial term, CDS renews annually unless otherwise agreed or terminated under 5.11.

5.5 Fees & Billing

Fees are charged per device, per month (annually in advance by default) and exclude taxes. Add-ons (e.g., premium SLA, extended data retention, custom AI, non-standard backhaul) are billed separately. Default cadence: CDS is billed annually in advance for a 12-month term; other arrangements may be agreed at quotation time. FTP may adjust fees with 30 days’ notice, effective from the next renewal.

5.6 Service Components & Fair Use

- Connectivity: managed IPv6 mesh access with routing, roaming and network health metrics.

- IMS Access: live dashboards, management-by-exception alerts, automated reporting, exports and APIs/webhooks.

- OTA Updates: firmware/configuration; AI model updates as available for supported devices.

- Data Services: time-series and event/image storage with default retention.

- Fair Use: customers must use CDS reasonably and not overload the mesh with traffic atypical for the device class.

5.7 AI Features & Roadmap

AI capabilities (e.g., AI TrailCam auto-classification) are delivered according to the Service Description/roadmap. FTP may provide early-access features on a preview basis to select customers.

5.8 Customer Responsibilities

Install and maintain devices to training guidelines and specification; keep Yarn Mesh and IMS credentials secure; comply with laws and spectrum rules; promptly apply OTA updates.

5.9 Availability & Maintenance

FTP targets high availability for its cloud hosted services but does not guarantee uninterrupted service. Planned maintenance may occur with reasonable notice. Availability may be affected by third-party providers, telecommunications carriers, spectrum conditions, RF interference from 3rd party transmitting or electrical devices, environmental conditions, terrain, vegetation, available solar gain or weather. 

5.10 Data, Privacy & Security

The customer retains ownership of its data. The customer grants FTP a limited licence to process data to deliver the CDS, improve the service (including aggregated/anonymised analytics, AI classification pipeline and model improvement, building new products and services) and compliance with any applicable law. Data is handled per FTP’s Privacy Policy and any Data Processing Addendum. Encryption in transit/at rest and role-based access controls (read-only, read-write, manager) are provided.

5.11 Suspension & Termination

FTP may suspend CDS services for non-payment, security risks or misuse. Either party may terminate for material breach not cured within 30 days. The customer may terminate at the end of a committed term by giving 60 days’ written notice to commercial@ftpsolutions.co.nz. Early termination of a committed term may incur early-termination charges equal to the fees for the unexpired portion of the term.

5.12 Effect of Termination

Upon termination, device connectivity and OTA updates cease. The customer may export its data from IMS for 30 days after termination; thereafter standard deletion applies, except where retention is required by law.

6. Hardware & Network Ownership

FTP retains ownership of Core Network Infrastructure. Unless otherwise stated, Connected Devices are sold to the customer (title passes on payment). For Network-as-a-Service, Gateways/Relays are managed assets and remain FTP property.

7. Installation & Coverage

The customer is responsible for installing Relays and End-Devices unless suitable coverage already exists in the required area (and usage of this service is approved by FTP) or installation services are purchased by arrangement with FTP. FTP provides RF planning and installation guidance to support best-practice coverage and operation.

8. Access & Management

Yarn Mesh Gateways provide the IP backhaul for Yarn Mesh traffic and bridge the wireless mesh to the cloud services used for data ingress/egress, security, storage, access, analytics and condition monitoring. 

FTP manages the Yarn Mesh core network and related services from the Gateway back to the cloud backend. Customers are responsible for the installation and physical support of relays and end-devices attached to the network.

FTP manages the IMS platform, the cloud platform where data is stored, accessed and analysed, and where condition monitoring and alerts are configured. Customers are responsible for the configuration of IP devices, assets, map layers, zones, dashboards, charts, triggers (condition monitoring) alerts and reporting in IMS.

9. Warranty & Support

Hardware carries a 24-month warranty against manufacturing defects. Support is provided per the Support Policy/SLA applicable to the purchased service level. Remedies are repair, replace or credit at FTP’s option.

10. Quotation & Orders

Quotations are valid for 30 days. Subscription terms commence per Section 5.3. Undefined terms defer to the Software Licence and Service Licence agreements referenced herein.

11. Purpose of Use

Hardware, software and services must be used in accordance with the Purpose of Use defined in the Order/quotation.

12. Privacy & Confidentiality

Personal information is handled in accordance with the New Zealand Privacy Act 2020 and, where applicable, the Australian Privacy Act 1988. Commercial information exchanged is confidential.

13. Service Continuity (Sunset)

FTP intends to continue providing services. If FTP plans to discontinue a material service, it will provide at least 180 days’ notice and use reasonable efforts to assist with transition.

14. Compliance & Dispute Resolution

The Agreement is governed by New Zealand law, including consumer protection, privacy, fair trading and contract laws. Disputes will first be addressed by good-faith negotiation, then mediation, and failing that, arbitration or court.

15. Liability & Indemnity

To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit or loss of data. FTP’s aggregate liability is limited to the fees paid for the affected service in the 12 months preceding the claim. Each party indemnifies the other against third-party claims arising from its breach of law or misuse of the services. 

16. Export Control & Sanctions

Products and services may be subject to export control/sanctions laws. The customer will comply with applicable laws and not use the services contrary to export restrictions.

17. Service Changes & Variation of Terms

FTP may enhance or modify services. Material changes that reduce core functionality during a committed term will be notified in advance and FTP will discuss alternatives (e.g., substitution or pro-rata credit). FTP may update these Terms with 60 days’ notice.

18. Force Majeure

Neither party is liable for delays or failure caused by events beyond reasonable control (including acts of God, extreme weather, utility failure, strikes, war, governmental action).

19. Order of Precedence

If there is a conflict, the following apply in order: (1) the executed Order (including any SLA and Service Description), (2) these Terms & Conditions, (3) the Software Licence and Service Licence, (4) the Support Policy and Privacy Policy.