General Terms
Version 1.1 — Last updated 21 April 2026
These General Terms (the "Terms") are issued by Stellai AS, company number 925 053 066, Tordenskjolds gate 9, 4612 Kristiansand, Norway ("Stellai"), and govern the delivery and use of the IdentifAI service (the "Services") by customers (each a "Customer") under an Order Form or framework agreement that incorporates these Terms by reference.
These Terms are designed to be read together with the Service Level Agreement at stell.ai/legal/sla (the "SLA"), the Data Processing Agreement at stell.ai/legal/dpa (the "DPA"), and the applicable Order Form. Together, these documents constitute the complete contractual framework between the Parties. The order of precedence in the event of conflict is set out in Section 16.
Contents
- Scope and Applicability
- Definitions
- Services and Licence
- Customer Obligations
- Fees, Invoicing and Payment
- Data Rights and Service Improvement
- Intellectual Property
- Confidentiality
- Warranties and Disclaimers
- Limitation of Liability
- Indemnification
- Term, Renewal and Termination
- Force Majeure
- Assignment and Subcontracting
- Changes to these Terms
- Order of Precedence and Governing Law
1. Scope and Applicability
1.1 These Terms apply to the production use of the Services by the Customer during an active subscription term under an Order Form or other applicable agreements that references these Terms. They do not apply to trial accounts, pilot deployments, or features expressly designated as "beta" or "preview", which are provided on an "as is" basis.
1.2 These Terms form part of a layered contractual framework consisting of the Order Form, customer agreement, or any signed framework agreement, these Terms, the SLA and the DPA. The Customer acknowledges that by executing an agreement that references these Terms, the Customer accepts these Terms, the SLA and the DPA as in effect on the Effective Date of that agreement.
2. Definitions
- "Applicable Law" — any law, regulation, rule or binding order applicable to a Party's performance under these Terms.
- "Business Day" — any day other than Saturday, Sunday, or a public holiday observed in Norway.
- "Customer Data" — any data or content submitted to, or processed by, the Services on behalf of the Customer.
- "Effective Date" — the date on which the Agreement is executed by the Parties, or such later date as specified in said Agreement.
- "Fees" — the subscription fees and any other charges payable under the Agreement.
- "IdentifAI" — the Stellai hardware-integrated artificial intelligence solution for real-time detection of hazardous or non-compliant objects in material handling and waste sorting, including all associated hardware, software, AI models and services.
- "IdentifAI Unit" — one complete deployment of hardware, software, AI models, monitoring and standard support, installed at a single Installation Site under an Agreement.
- "Installation Site" — a physical location at which an IdentifAI Unit is installed, as identified in the Agreement.
- "Intellectual Property Rights" — all intellectual property rights, including patents, copyrights, database rights, trademarks, trade secrets, know-how and any other proprietary rights, whether registered or unregistered.
- "Order Form or Agreement" — the commercial ordering document executed between the Parties that references these Terms.
- "Subscription Term" — the initial period and any renewal periods during which the Services are provided under an Order Form or Agreement, as set out in Section 12.
3. Services and Licence
3.1 Stellai shall provide the Services as described in the Agreement, these Terms and the SLA, as a subscription-based Hardware-as-a-Service (HaaS) and Software-as-a-Service (SaaS) solution.
3.2 Subject to the Customer's continued compliance with these Terms and payment of applicable Fees, Stellai grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services for the Customer's internal business purposes during the Subscription Term.
3.3 The Customer shall not, and shall not permit any third party to: (i) copy, modify or create derivative works of the Services; (ii) reverse engineer or decompile the Services; (iii) remove proprietary notices; (iv) use the Services to develop a competing product; (v) sublicense, rent, sell or otherwise commercially exploit the Services; or (vi) use the Services in breach of Applicable Law or these Terms.
3.4 Ownership of Hardware remains with Stellai. Hardware is provided on a lease basis for the duration of the Subscription Term. Risk of loss or damage to Hardware transfers to the Customer upon installation and remains with the Customer during the Subscription Term, subject to normal wear and tear.
4. Customer Obligations
4.1 The Customer shall use the Services only for its internal business purposes and in accordance with these Terms, the Order Form, the SLA, the DPA and all Applicable Law.
4.2 The Customer shall: (i) comply with Stellai's technical, operational and safety requirements for the Installation Sites; (ii) provide adequate power supply, network connectivity and environmental conditions; (iii) not modify, relocate or tamper with IdentifAI Units without prior written consent; (iv) maintain appropriate access controls and promptly notify Stellai of any suspected security incident; and (v) be responsible for the acts and omissions of its personnel and any third party accessing the Services through the Customer's credentials.
4.3 The Customer shall ensure it has established a lawful basis for the processing of Personal Data by the Services, as further described in the DPA.
5. Fees, Invoicing and Payment
5.1 Fees are set out in the Order Forms and Agreements. All Fees are stated exclusive of VAT and any other applicable taxes or duties, which shall be payable by the Customer in addition to the Fees.
5.2 Fees are invoiced quarterly in advance as standard, or annually in advance upon the Customer's written request. Payment term is fourteen (14) days net from invoice date, unless a different term is specified in the Order Form.
5.3 Overdue amounts shall bear interest at the rate set out in the Norwegian Late Payment Interest Act (forsinkelsesrenteloven) from the due date until paid. Reasonable costs of recovery shall be payable by the Customer.
5.4 Stellai may adjust Fees annually in accordance with changes in the Norwegian Consumer Price Index (CPI), limited to the percentage change in CPI during the preceding twelve (12) months. Such adjustment takes effect no earlier than twelve (12) months after the Subscription Term start date for the affected Unit and does not apply retroactively.
5.5 If the Customer fails to pay any undisputed amount when due and does not remedy the default within fifteen (15) days of written notice, Stellai may suspend the Services until the overdue amount is paid. Suspension does not relieve the Customer of its obligation to pay Fees accrued during the Subscription Term.
6. Data Rights and Service Improvement
6.1 Stellai may process, retain, aggregate and anonymise any data generated through use of IdentifAI — including detection metadata, anonymised event images, system logs and operational data — for the purpose of: (i) delivering, maintaining and supporting the Services; (ii) training, evaluating and developing AI models and products; (iii) generating aggregated insights and benchmarks; and (iv) internal research and development.
6.2 Once data has been anonymised such that no individual Data Subject and no specific Customer or Installation Site can be identified, such data shall be deemed Stellai's data and may be used, retained and disclosed by Stellai without restriction, including after termination of the Services.
6.3 Stellai shall not disclose any identifiable Customer Personal Data or Customer-specific operational data to third parties, except as permitted under the DPA or as required by Applicable Law.
7. Intellectual Property
7.1 All Intellectual Property Rights in and to the Services — including Hardware design, Software, AI models, algorithms, model weights, documentation and any derivatives — are and shall remain the exclusive property of Stellai or its licensors. No rights are granted to the Customer except as expressly set out in these Terms.
7.2 If the Customer provides any suggestions, comments or feedback relating to the Services, the Customer grants Stellai a perpetual, worldwide, royalty-free, irrevocable licence to use and incorporate such feedback into the Services and any other Stellai products, without restriction.
7.3 The Customer shall not use Stellai's trade marks, logos or brand names without prior written consent, except to identify Stellai as the provider of the Services in the ordinary course of business.
8. Confidentiality
8.1 Each Party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other Party (the "Disclosing Party") that is marked as confidential or that would reasonably be understood to be confidential given its nature ("Confidential Information").
8.2 The Receiving Party shall: (i) use Confidential Information solely for the purpose of performing its obligations under these Terms; (ii) protect it using at least the same degree of care as its own confidential information, and in no event less than reasonable care; and (iii) not disclose it to any third party except to its employees, contractors and advisors who have a need to know and are bound by equivalent confidentiality obligations.
8.3 Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach of these Terms; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to the Disclosing Party's Confidential Information. Disclosure required by Applicable Law is permitted with prompt notice where lawful.
8.4 These confidentiality obligations survive termination or expiry of these Terms for five (5) years.
9. Warranties and Disclaimers
9.1 Each Party warrants that it has the legal capacity and authority to enter into and perform its obligations under these Terms.
9.2 The Services are provided "as is" and "as available". Stellai does not warrant that the Services will be uninterrupted, error-free, or will meet any specific performance or accuracy thresholds.
9.3 IdentifAI is a decision-support tool intended to supplement, not replace, the Customer's own safety procedures, personnel and operational responsibility. Stellai makes no warranty regarding the specific detection rate, false-positive rate, or accuracy of the AI models, and the Customer acknowledges that AI-based detection is inherently probabilistic. The Customer remains solely responsible for operational decisions taken in reliance on outputs generated by the Services.
9.4 To the maximum extent permitted by Applicable Law, Stellai disclaims all other warranties, whether express, implied, statutory or otherwise, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.
10. Limitation of Liability
10.1 To the maximum extent permitted by Applicable Law, each Party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort or otherwise, shall not exceed the total Fees paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the liability.
10.2 To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, or for any loss of profits, revenue, anticipated savings, business opportunities, goodwill, reputation, or data, whether or not foreseeable.
10.3 The limitations in this Section 10 do not apply to: (i) obligations to pay Fees; (ii) liability for fraud, wilful misconduct or gross negligence; (iii) liability for death or personal injury caused by negligence; (iv) indemnification obligations under Section 11; or (v) any liability that cannot be limited under Applicable Law.
11. Indemnification
11.1 Stellai shall defend, indemnify and hold harmless the Customer from any third-party claim alleging that the Services infringe such third party's Intellectual Property Rights, and shall pay any damages finally awarded, provided that the Customer: (i) gives Stellai prompt written notice; (ii) grants Stellai sole control over the defence; and (iii) provides reasonable cooperation at Stellai's expense.
11.2 Stellai's indemnification obligation does not apply to claims from: (i) modifications by or on behalf of the Customer; (ii) combination with products not provided by Stellai; (iii) use in breach of these Terms; or (iv) use of a superseded version where the infringement would have been avoided by use of the current version.
11.3 If the Services become the subject of an infringement claim, Stellai may: (i) procure the right to continue using the Services; (ii) modify the Services to make them non-infringing; or (iii) terminate the affected Services and refund prepaid Fees. These remedies are the Customer's sole and exclusive remedies for any infringement claim.
11.4 The Customer shall defend, indemnify and hold harmless Stellai from any third-party claim arising from: (i) the Customer's breach of these Terms, the SLA or the DPA; (ii) use of the Services in breach of Applicable Law; (iii) the Customer's operational decisions; or (iv) Customer Data or Customer-provided content.
12. Term, Renewal and Termination
12.1 These Terms take effect on the Effective Date and remain in force for the duration of any Order Form that incorporates them.
12.2 Unless otherwise agreed, each IdentifAI Unit is subject to a minimum binding Subscription Term of thirty-six (36) months from the subscription start date.
12.3 Upon expiry of the initial Subscription Term, the subscription automatically renews for successive periods of twenty-four (24) months, unless either Party gives written notice of non-renewal no later than six (6) months prior to the expiry of the then-current Subscription Term.
12.4 Either Party may terminate immediately by written notice if the other Party: (i) commits a material breach and fails to cure within thirty (30) days of written notice; or (ii) becomes insolvent, enters liquidation, or is unable to pay its debts as they fall due.
12.5 Upon termination or expiry: (i) the Customer's right to use the Services shall cease; (ii) the Customer shall return Hardware per Stellai's instructions; (iii) each Party shall return or destroy the other's Confidential Information; and (iv) Personal Data shall be handled in accordance with the DPA. Sections 6.2, 7, 8, 10, 11, 16 and accrued payment obligations survive termination.
12.6 Early termination by the Customer of a binding Subscription Term other than under Section 12.4 shall entitle Stellai to payment of the remaining Fees for that Subscription Term as agreed compensation for Stellai's investment in Hardware and deployment.
13. Force Majeure
13.1 Neither Party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, epidemics, governmental action, or failures of third-party infrastructure ("Force Majeure Events"). Payment obligations for Services already delivered are not excused.
13.2 The affected Party shall promptly notify the other Party, use commercially reasonable efforts to mitigate the impact, and resume performance as soon as reasonably practicable.
13.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected Services by written notice without further liability.
14. Assignment and Subcontracting
14.1 The Customer may not assign, transfer or novate these Terms or any Agreements without Stellai's prior written consent, such consent not to be unreasonably withheld.
14.2 Stellai may assign, transfer or novate these Terms: (i) to an affiliate; or (ii) in connection with a merger, acquisition or sale of all or substantially all of its assets or business, in each case on written notice to the Customer.
14.3 Stellai may engage subcontractors to perform all or part of its obligations, provided that Stellai remains responsible for performance. Engagement of Sub-processors is governed exclusively by the DPA.
15. Changes to these Terms
15.1 Stellai may amend these Terms from time to time to reflect operational improvements, changes in service offerings, clarifications, or changes in Applicable Law, with at least fourteen (14) days' written notice before the effective date.
15.2 If the Customer does not object in writing within the notice period, the amendment shall be deemed accepted. The current version is maintained at stell.ai/legal/terms. If no agreement is reached within sixty (60) days of a written objection, the Customer may terminate the affected Services without further liability.
15.3 Amendments that materially reduce the Customer's rights or materially increase the Customer's obligations — including raising Fees beyond the CPI adjustment, lowering the limitation of liability in favour of Stellai, or narrowing the indemnification in Section 11.1 — require the Customer's express written agreement and are not subject to deemed acceptance.
16. Order of Precedence and Governing Law
16.1 In the event of conflict, the following order of precedence applies: (i) the Order Form or Agreement; (ii) any signed framework agreement; (iii) the DPA (on matters relating to processing of Personal Data); (iv) the SLA (on matters relating to service levels); and (v) these Terms.
16.2 The DPA shall prevail to the extent necessary to ensure compliance with Applicable Data Protection Law.
16.3 These Terms shall be governed by the laws of Norway, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
16.4 Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the ordinary courts of Norway, with Agder District Court as venue.