SmartRural Standard Terms and Conditions of Business
Version 2.2 — Effective 24-OCT-2025
These Standard Terms and Conditions of Business (“Terms”) set out the basis on which SmartRural Operations Limited (SC637449), trading as SmartRural, supplies Goods or Services to any Buyer. They apply to all transactions, arrangements and dealings between SmartRural and the Buyer, whether or not a separate written contract exists, unless otherwise agreed in writing. By placing an order with SmartRural or accepting delivery or installation of Goods or performance of Services, the Buyer is deemed to accept and be bound by these Terms.
1. Definitions
In these Terms and Conditions:
1.1 “Account Credentials” means any usernames, passwords, API keys or other login details provided to the Buyer or its Authorised Users to access the Software or Platform.
1.2 “Authorised Users” means the Buyer’s employees, contractors, or agents who are permitted by the Buyer to use the Software or Platform in accordance with these Terms.
1.3 “Business Day” means any day (other than a Saturday or Sunday) on which banks are open in Aberdeen for normal banking business.
1.4 “Buyer” means the person, business or organisation purchasing or otherwise receiving Goods or Services from SmartRural under a Contract. For the avoidance of doubt, any person, business or organisation that receives Goods or Services free of charge, on trial, pilot, promotional or demonstration basis, or under any other arrangement where no payment is made, shall also be deemed a Buyer and shall be subject to these Terms.
1.5 “Contract” means the agreement formed between Buyer and SmartRural comprising these Terms and any order confirmation.
1.6 “Data” means any information collected, transmitted or generated by IoT devices or otherwise provided in connection with the Contract.
1.7 “Goods” means any physical items supplied, including, but not limited to, IoT devices, sensors, parts and packaging.
1.8 “Installation Site” means the land, buildings or property where Goods are to be delivered, installed or maintained.
1.9 “Legitimate Interests” means the interests of SmartRural, SAOS Ltd (SP0325RS), and its subsidiary companies in conducting and managing their business, including (a) delivering and improving Goods or Services; (b) ensuring network and information security; (c) developing and testing products and services; and (d) enabling collaboration and efficiency within the SAOS group of companies of which SmartRural forms part.
1.10 “Output Data” means any reports, results, calculations, visualisations, alerts, analytics, or other outputs generated by the Software or Platform from Data.
1.11 “Platform” means any cloud service, hosted environment, web portal, analytics system, application or software-as-a-service (SaaS) solution operated or provided by SmartRural that enables the Buyer to access or use Data, reports, or related services.
1.12 “SAOS” means Scottish Agricultural Organisation Society Limited (company number SP0325RS) and its subsidiary group of companies.
1.13 “Services” means installation, support, monitoring, data analysis or other services provided by SmartRural under the contract.
1.14 “SmartRural” means SmartRural Operations Limited (company number SC637449), trading as SmartRural.
1.15 “Software” means any software programs, applications, code, tools, algorithms or any such other form of software provided or made available by SmartRural under the Contract, whether installed on Goods, accessed via the internet, or otherwise supplied.
2. General
2.1 These Terms apply to all Contracts for the sale of Goods and/or supply of Services by SmartRural.
2.2 Any other terms proposed by the Buyer shall not apply unless expressly agreed in writing by SmartRural.
2.3 The placing of an order and/or acceptance of delivery or installation shall be deemed acceptance of these Terms.
2.4 SmartRural may amend or update these Terms from time to time as it considers necessary to reflect changes in law, regulation, best practice, or its business operations. Updated Terms shall apply automatically to all new Contracts entered into after the date of publication on SmartRural’s website or other notification to the Buyer. For ongoing Contracts, SmartRural will provide at least thirty (30) days’ notice of any material change. If such material change has an adverse effect on the rights and obligations of the Buyer under these Terms and the Buyer does not accept the updated Terms, they may terminate the Contract on written notice by giving at least 14 days’ written notice within that period, without liability other than to pay for Goods or Services supplied up to the termination date.
3. Orders
3.1 Orders are subject to written confirmation by SmartRural and will only be regarded as binding on SmartRural subject to such written confirmation which confirms the goods and/or services to be provided, the price and the place of delivery/installation (if appropriate).
3.2 SmartRural may refuse or cancel an order without liability where Goods are unavailable, or the Buyer is in breach of these Terms.
4. Prices and Payment
4.1 The price for the Goods and/or Services shall be set out in the order confirmation.
4.2 Prices for items which are of a recurring nature are subject to alteration without notice. VAT will be charged at the rate ruling at the date of dispatch.
4.3 Payment is due in accordance with the payment terms stated on the invoice. Where no such terms are stated, payment shall be due within fourteen (14) days of the Buyer’s receipt of the invoice, unless otherwise agreed in writing.
4.4 Interest at 4% above the Bank of England base rate may be charged on any overdue sums from the date payment was due under Clause 4.2 until payment is received in full.
4.5 If the Buyer fails to make payment when due, SmartRural may, without limiting any other rights or remedies, suspend the supply of Goods or Services under this Contract or any other contract with the Buyer until all overdue amounts are paid in full.
5. Delivery, Installation and Returns
5.1 Delivery or installation dates are estimates only and may vary depending on circumstances and external factors.
5.2 Where SmartRural undertakes installation, the Buyer must provide SmartRural with safe and reasonable access to the Installation Site, including necessary permissions, consents and health and safety information. SmartRural is not liable for delay or failure caused by the Buyer not providing such access.
5.3 Where the Buyer undertakes, directly or indirectly, installation or deployment of Goods, the Buyer must follow all written instructions and guidance provided by SmartRural. SmartRural shall have no liability for any defect, failure or damage to the Goods, or resulting from their use, where the Buyer has not followed such instructions or guidance.
5.4 The Buyer is responsible for ensuring that the Installation Site is suitable for installation and operation of IoT devices, including adequate protection against livestock and environmental factors.
5.5 Risk in the Goods passes to the Buyer on delivery or installation, whichever is earlier.
5.6 The Buyer shall inspect Goods on delivery. The Buyer must not accept, and shall promptly notify SmartRural of, any Goods that are clearly damaged on delivery. Any other defects, shortages, or non-conformities must be notified to SmartRural in writing within seven (7) days of receipt of the Goods. If the Buyer fails to provide such notice, the Goods shall be deemed accepted, subject only to the warranties in Clause 8.
5.7 Goods may only be returned with SmartRural’s prior written consent.
5.8 Returns will not be accepted unless the Buyer has complied with the inspection and notification requirements in Clause 5.6.
6. Title and Device Ownership
6.1 Title to Goods passes to the Buyer only when payment in full has been received by SmartRural.
6.2 Where Goods are supplied on a loan, lease, trial, pilot, demonstration, promotional, or free-of-charge basis, ownership of those Goods shall at all times remain with SmartRural, unless expressly agreed otherwise in writing.
6.3 The Buyer shall take reasonable care of any Goods supplied on a loan, lease, trial, pilot, demonstration, promotional or free-of-charge and if requested, shall return them to SmartRural at the end of the agreed period.
6.4 Where Goods have reached the end of their useful life and remain in the Buyer’s possession, the Buyer is responsible for their removal and safe disposal in accordance with all applicable laws and regulations, unless otherwise agreed in writing with SmartRural.
7. Data Protection, Privacy and Security
7.1 SmartRural will comply with the UK General Data Protection Regulation (GDPR) and Data Protection Act 2018 when processing personal data.
7.1.1 For the purposes of applicable Data Protection Laws, the parties acknowledge that SmartRural may act either as a Controller (for example, where it determines how environmental or operational Data is used for research and development, or where it shares Data within the SAOS group on the basis of its Legitimate Interests) or as a Processor on behalf of the Buyer (for example, where it processes personal data solely to provide the Services). Where SmartRural acts as a Processor, the mandatory provisions of Article 28 UK GDPR shall apply, including obligations regarding sub-processing, audits, assistance with data subject rights, and deletion or return of personal data on request or termination.
7.1.2 SmartRural will balance its Legitimate Interests against the rights and freedoms of Data Subjects and will not rely on this basis where those rights and freedoms override such interests.
7.2 The Buyer acknowledges and consents to SmartRural collecting, processing and using Data from IoT devices for the purposes of providing Services, improving performance, and for research and reporting.
7.3 SmartRural will implement reasonable technical and organisational measures to safeguard personal data and other Data but does not guarantee uninterrupted service or error-free outputs.
7.4 The Buyer is responsible for obtaining all necessary consents and lawful grounds to permit collection and processing of Data from its land, properties, operations, tenants or employees.
7.5 SmartRural shall implement and maintain reasonable technical and organisational measures designed to protect Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. However, the Buyer acknowledges that no system is entirely secure, and SmartRural shall not be liable for any loss or damage arising from cyber-attacks, hacking, malware, denial of service attacks, or other unauthorised access to systems or Data, except to the extent such loss or damage is caused by SmartRural’s failure to implement and maintain such reasonable measures.
7.6 In the event of a personal data breach (as defined by applicable Data Protection Laws) or other significant security incident, SmartRural shall:
7.6.1 notify the Buyer without undue delay once aware of the breach;
7.6.2 provide reasonable information and cooperation to the Buyer in managing the breach; and
7.6.3 take reasonable steps to mitigate its effects and prevent recurrence.
8. Quality of Goods or Services
8.1 SmartRural warrants that:
- (a) Goods will materially conform to (i) any specification agreed in writing with the Buyer; and (ii) where Goods are manufactured by a third party, the manufacturer’s published specification and intended use; and
- (b) Services will be carried out with reasonable care and skill.
8.2 SmartRural does not warrant that IoT data outputs will be uninterrupted, error-free, or fit for any particular purpose beyond those expressly stated in writing.
8.3 Except as set out in these Terms, and to the fullest extent permitted by law, all other warranties, conditions or terms implied by statute, common law or otherwise are excluded. This includes, without limitation, any implied terms as to satisfactory quality or fitness for purpose under the Sale of Goods Act 1979 or the Supply of Goods or Services Act 1982.
8.4 Nothing in these Terms shall affect statutory consumer rights under the Consumer Rights Act 2015.
8.5 The warranties in this Clause 8 do not apply, and SmartRural shall have no liability, in respect of any defect, damage or failure of the Goods arising from:
8.5.1 misuse, neglect, accident or failure to follow the manufacturer’s specifications, intended use or instructions;
8.5.2 installation, siting or maintenance carried out other than in accordance with SmartRural’s written instructions or guidance, including where the Buyer undertakes its own deployment;
8.5.3 installation, alteration or maintenance carried out by any person other than SmartRural or its authorised representatives (unless expressly permitted in writing);
8.5.4 normal wear and tear, or environmental conditions outside the Goods’ design parameters; or
8.5.5 damage caused by animals, including livestock, where the Goods have not been properly protected, sited or safeguarded in line with SmartRural’s instructions.
8.6 Nothing in this Clause 8 limits or excludes any liability which cannot be lawfully limited or excluded, including liability for death or personal injury caused by negligence or for fraud.
9. Liability
9.1 SmartRural shall maintain reasonable public liability and product liability insurance with a reputable insurer and provide evidence of cover upon request.
9.2 SmartRural’s total liability under any Contract, whether in contract, delict (including negligence) or otherwise, shall not exceed the lower of: (a) the total price paid or payable by the Buyer under that Contract; or (b) £25,000. Different monetary caps may apply where expressly agreed in writing.
9.3 SmartRural shall not be liable for indirect or consequential loss, including loss of profits, stock, data, goodwill or business interruption of the Buyer.
9.4 SmartRural accepts no liability for the disposal, recycling or end-of-life management of IoT devices or hardware.
9.5 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any matter which cannot be lawfully limited.
10. Force Majeure
10.1 SmartRural shall not be liable to the Buyer for any breach or non-performance of its obligations under this Contract resulting from causes beyond its reasonable control (an “Event of Force Majeure”), including, but not limited to, Acts of God, governmental act, war, fire, drought, flood, epidemic, pandemic, failure of power supply, lock out, strike, explosion, accident, civil commotion, refusal or withdrawal of any licence by any telecommunications body, or impossibility or delay in obtaining materials, services, or telecommunications lines.
10.2 The party affected by an Event of Force Majeure shall promptly notify the other of the event and use reasonable endeavours to minimise its effects.
10.3 If performance is delayed or prevented by an Event of Force Majeure for more than thirty (30) consecutive days, either party may terminate the Contract immediately on written notice without liability.
11. Intellectual Property and Data Rights
11.1 Without prejudice to Clause 12, SmartRural retains ownership of all intellectual property in its Goods, Services, Software, Platform and know-how.
11.2 The Buyer may use outputs of Services and Data solely for internal business purposes.
11.3 Unless otherwise agreed, environmental and operational data generated by IoT devices may be used by SmartRural for analysis, product development and research.
11.4 Unless otherwise expressly agreed in writing, the Buyer acknowledges and agrees that SmartRural may share any Data collected, generated or processed under this Contract with its parent company, SAOS Ltd, and with any subsidiary companies of SAOS Ltd, for the purposes of service delivery, business operations, analysis, research, and product or service development or deployment. Such sharing shall be subject to compliance with applicable data protection laws, and any personal data shall only be shared where there is a lawful basis under those laws.
12. Software, Cloud Platform & Analytics Services
12.1 SmartRural grants the Buyer a non-exclusive, non-transferable, revocable licence to access and use the Software, Platform, applications and analytics services provided under the Contract, solely for its internal business purposes, subject to these Terms.
12.2 The Buyer shall comply with all documentation, instructions, usage limits and rules notified by SmartRural, and shall not (and shall not allow others to): modify, adapt, reverse-engineer, decompile or disassemble the Software or Platform; create derivative works; sublicense or share access; remove proprietary notices; or circumvent security measures.
12.3 All Account Credentials are for the Buyer’s use only. The Buyer is responsible for securing them and for all activity under its accounts.
12.4 SmartRural will use commercially reasonable efforts to make the Platform available but does not guarantee uninterrupted service. SmartRural may carry out maintenance, updates or security work and may suspend access temporarily for such purposes.
12.5 SmartRural shall maintain reasonable technical and organisational measures for the Platform in line with Clause 7 (Data Protection, Privacy and Security). In the event of a security incident, Clause 7.6 shall apply.
12.6 All intellectual property rights in the Software, Platform, algorithms, models, tools, improvements or modifications remain with SmartRural or its licensors. The Buyer acquires no ownership rights, and by using the Platform agrees to these Terms and acknowledges no licences are implied beyond those expressly granted.
12.7 SmartRural may suspend or terminate access to the Platform if the Buyer breaches these software-related obligations (including misuse, non-payment or security violations). Upon termination, the Buyer’s licence ends but obligations that survive (including data protection, payment and IP rights) continue.
12.8 The Platform is provided “as is” and “as available.” Except as expressly stated, SmartRural disclaims all warranties, express or implied, including satisfactory quality, fitness for purpose, accuracy or reliability. SmartRural does not warrant that the Platform will be error-free, uninterrupted, or produce accurate results. To the fullest extent permitted by law, SmartRural’s liability in respect of the Platform is subject to the limitation on liability in Clause 9 and excludes indirect, special or consequential losses arising from software failure, data inaccuracy, downtime or disruption.
13. Assignment and Subcontracting
13.1 The Buyer may not assign the Contract without SmartRural’s prior written consent.
13.2 SmartRural may assign and/or subcontract any part of its obligations.
14. Termination and Default
14.1 SmartRural may terminate the Contract immediately by written notice to the Buyer if:
14.1.1 the Buyer fails to pay any sum due on time;
14.1.2 the Buyer becomes insolvent, enters administration, receivership, liquidation or any similar process; or
14.1.3 the Buyer commits a material breach of these Terms which is not capable of remedy, or which is capable of remedy but is not remedied within thirty (30) days of written notice from SmartRural requiring it to do so. For the purposes of this Clause, repeated breaches by the Buyer which, taken together, substantially deprive SmartRural of the benefit of the Contract shall be deemed a material breach.
14.2 The Buyer may terminate the Contract immediately by written notice to SmartRural if SmartRural commits a material breach of these Terms which is not capable of remedy, or which is capable of remedy but is not remedied within thirty (30) days of written notice from the Buyer requiring it to do so. For the purposes of this Clause, repeated breaches by SmartRural which, taken together, substantially deprive the Buyer of the benefit of the Contract shall be deemed a material breach.
14.3 For the purposes of Clauses 14.1.3 and 14.2, a “material breach” means a breach that is serious in nature and substantially deprives the non-breaching party of the benefit of the Contract. Repeated minor breaches may together amount to a material breach.
14.4 Upon termination, SmartRural may recover any unpaid sums and remove any Goods owned by SmartRural from the Installation Site. The Buyer shall remain liable to pay for any Goods or Services supplied up to the date of termination.
14.5 SmartRural may, from time to time, withdraw or retire Goods or Services that are no longer supported or are being replaced by updated systems or services. Where such Goods or Services are still within their agreed contractual term, SmartRural shall provide the Buyer with no less than ninety (90) days’ written notice of the withdrawal. Where such Goods or Services are outwith their initial contractual term or a trial, pilot or demonstration period, SmartRural may withdraw or retire them at any time without notice. In all cases, the Buyer shall remain liable to pay for any Goods or Services supplied up to the date of withdrawal.
14.6 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of either party that have accrued up to the date of termination, nor shall it affect the continued operation of Clauses 6 (Title and Device Ownership), 7 (Data Protection, Privacy and Security), 8 (Quality of Goods or Services), 9 (Liability), 11 (Intellectual Property and Data Rights), and any obligation to pay sums due or return Goods.
15. Right to Cancel
15.1 If you are an individual instructing us outside of your trade, business craft or profession then under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you have the right to cancel this contract within 14 days without giving any reason.
15.2 The cancellation period will expire after 14 days from the day of receipt of the letter of engagement. To exercise the right to cancel, you must inform us, by contacting us as set out at the start of these Terms, of your decision to cancel this contract by a clear statement (for example a letter sent by post or e-mail).
15.3 If you cancel this contract in such a way, we will reimburse to you all payments received from you under this contract. However, if you requested us to begin the performance of services during the cancellation period, you shall pay us fees in respect of the services which have been performed until you communicated to us your decision to cancel the contract. You shall also pay us in respect of disbursements and expenses and VAT.
16. Health & Safety and Biosecurity
16.1 The Buyer must notify SmartRural of any hazards, biosecurity risks or restrictions at the Installation Site before delivery or installation.
16.2 SmartRural may refuse access or suspend work if health, safety or biosecurity cannot be assured.
17. Notices
17.1 Any notice or other communication given under or in connection with the Contract shall be in English and in writing and delivered by hand, sent by pre-paid first-class post, or by email to the recipient’s last known address. Notices shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by post, at 9.00 a.m. on the second Business Day after posting; and (c) if sent by email, at the time of transmission provided that no bounce-back or error message is received. This clause does not apply to the service of legal proceedings or other documents in any legal action.
18. Third-Party Rights
18.1 No person other than the Buyer and SmartRural has any rights to enforce the Contract under the Contracts (Third Party Rights) (Scotland) Act 2017.
19. Modern Slavery and Ethical Standards
19.1 The Buyer and SmartRural will comply with the Modern Slavery Act 2015 and maintain appropriate standards of ethics, human rights and fair treatment throughout their business and supply chains.
20. Entire Agreement and Precedence of Terms
20.1 These Terms, together with any order confirmation issued by SmartRural, constitute the entire agreement between SmartRural and the Buyer in relation to the supply of Goods and/or Services. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of SmartRural that is not set out in these Terms.
20.2 These Terms shall prevail over any terms or conditions contained in or referred to in the Buyer’s purchase order, confirmation of order, specification, or other document supplied by the Buyer, unless expressly agreed otherwise in writing by SmartRural.
21. Governing Law and Jurisdiction
21.1 The Contract is governed by the law of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.
Company Details
SmartRural Operations Limited (company number SC637449)Johnstone House
52-54 Rose Street
Aberdeen
AB10 1HA
United Kingdom
Trading as SmartRural