HILTI JAIBOT SYSTEM TERMS & CONDITIONS

1. CONTRACTUAL PRODUCT

The Jaibot System (“Jaibot System”) consists of the main drilling robot and the standard Hilti tools & accessories listed in Appendix 1 (“Accessories”), all packed in a transportation box. Standard Hilti Accessories are for the most part serial number tracked and shall be used exclusively with the Jaibot.

2. SERVICES

a. Usage Time

• Hilti shall rent out the Jaibot System to Customer for the defined usage time, i.e. time period that Jaibot System shall be rented by the Customer (“Initial Usage Time”) as stated in the respective Order Form.
• An extension of the Initial Usage Time is subject to mutual agreement between Customer and Hilti, whereas Customer shall notify Hilti with at least five days’ notice before the end of the Initial Usage Time if an extension is requested and such extension shall only become valid and legally binding upon written confirmation (e-mail) by Hilti. If an extension has been agreed, the terms of the Order Form shall also apply to the extended term.
• If not otherwise agreed in the Order Form, the minimum usage time is one month (20 working days). Maximum usage time is 8 hours per day (operating time). Customer must inform Hilti in case the Jaibot is used in multiple shift operation.

b. Repair and Maintenance
Repairs to Jaibot System may only be performed by Hilti. Only repair and maintenance of Jaibot and Accessories as detailed in Appendix 1 in case of product defects are provided free of charge. Any other repairs such as repair of wear and tear parts as detailed in Appendix 2 as well as supply of Accessories, inserts and consumables are charged additionally as detailed in Appendix 2 - Order Form.

c. On-Site Logistics & Returns
Delivery and pick up of Jaibot System to and from the jobsite are carried out by Hilti or by an authorized Hilti external provider and are charged as indicated in the Order Form. The Customer is responsible for safely moving Jaibot on the respective jobsite area (incl. moving between floors if necessary) in compliance with the operating instructions and other instructions issued by Hilti. Customer is obliged to safely secure the Jaibot inside the transportation box with the provided tension belts when lifting it or preparing it for pick up.

d. User Training
Hilti provides operator training on site and will be charged as indicated in the Order Form. Jaibot shall only be operated by Hilti-trained operator(s). If Customer has to change operators during the rental duration, Customer is obliged to contact Hilti for additional training.

e. Data Connectivity
The Jaibot System includes an internet connection for the purpose of drilling data up- and download and other Jaibot System support functions. Hilti does not guarantee uninterrupted availability or minimum speed for the internet connection.

3. CUSTOMER COOPERATION DUTIES

• Customer must provide Hilti with the relevant coordinates for drilling and referencing prior to start of the project. Hilti will provide Customer with a detailed checklist and overview of required data that must be provided by Customer which is generally described in Appendix 3. Customer and Hilti will mutually agree for the project trial which party is responsible for providing the necessary data to use the Jaibot. The data accuracy and completeness are in Customer’s responsibility; Hilti will not verify whether the provided data is accurate and complete and whether it corresponds to the design plans or actual building.
• The Customer is obliged to replace the Accessories, inserts or consumables if prompted by Jaibot System and/or if required as part of the standard maintenance routines, in strict compliance with the operating instructions and other instructions issued by Hilti. This is in particular related to the TE 6A-22V hammer drill, VC 75 Vacuum cleaner, batteries, drill-bit inserts, vacuum bags and vacuum filters, paint, prism. In case any Accessory breaks down, Customer is obliged to immediately send in the affected device for replenishment to avoid any business interruption. The replacement of Accessories inserts or consumables due to wear and tear are on customer’s expense.
  
• It is in Customer’s responsibility to order Accessories, inserts or consumables for replacement or replenishment timely enough to ensure no business interruption.
  
• The Customer is obliged to keep the Jaibot System clean from dust and dirt to maintain proper functionality. If system components break down because of lack of maintenance, misuse or drop, then replacement of those parts are on Customer’s expense.
  
• The Customer is obliged to return the Jaibot System in a good and clean condition (cleaned from dust and dirt, ordinary wear and tear allowed) otherwise an additional service charge will be due.
  
• The Customer is obliged to return the entire Jaibot System at the end of the (mutually extended) Initial Usage Time. All Jaibot System components must be safely secured in their defined position and the Jaibot must be strapped down by the provided tension belts according to the operating instructions. 
• Jaibot online connectivity must only be used for Jaibot related support functions and drilling data up/download. Data connectivity is restricted to the country where Hilti is situated. No personal internet access is allowed. In case of misuse, Hilti reserves the right to request additional charges or terminate the Jaibot hosting connectivity.

4. USE RESTRICTIONS

• Jaibot System has been designed for serial overhead drilling on ceiling heights ranging between 8.3 and 16.5 feet (2.65 to 5 meters). It shall be used for its intended purpose only, in strict compliance with the operating instructions and other instructions issued by Hilti.
• Jaibot shall only be used with the Accessories, inserts or consumables of Hilti. It is not permitted to use these items for other applications. Similarly, it is not permitted to use other Hilti and/or third-party tools and accessories with Jaibot.
  
• Jaibot has only been tested with specific Hilti Accessories, inserts and consumables and shall therefore only be used with these Hilti products.
  
• The Customer will not offer Jaibot for rental, in whole or in part or otherwise make it available to third parties for use.
  
• Jaibot shall only be operated by operator(s) who have been properly trained by Hilti.
  
• If the Jaibot System is not in use, it must be stored safely in the locked transport box provided by Hilti.
  
• If the Jaibot System is moved within the jobsite in its transportation box, then Jaibot will need to be safely secured and strapped down using tension belts. Lifting by crane need to follow the instructions provided in the operating instructions.
  
• Any damages, losses and/or costs of Customer and/or any third party caused by (i) improper use against the operating instructions or any other instructions from Hilti, (ii) use other than the intended purpose and/or (iii) operation by non-trained operators (“Misuse”) shall exclusively be borne by Customer.
  

5. USAGE FEES

a. The usage fees, payment terms and prices for potential additional Hilti products & services offered to the Customer are defined in the respective order form.
b. Accessories inserts and consumables that are used with Jaibot, such as drill bits, vacuum filters, vacuum bags, paint are billed with the next monthly invoice after original order or after each subsequent order.
c. The usage fees will be calculated from the next working day after Jaibot has been delivered to the Customer. Exact place, date and delivery time shall be specified in the respective Order Form. All workdays within the Initial Usage Time or respective total project trial phase will be charged and billed with the next monthly invoice. No usage fees are charged only for days when Jaibot is not operable due to a product defect due to circumstances which are not within the Customer’s responsibility and Hilti has been informed about this before 13:00 on that day.
d. The usage fees will accrue until the complete Jaibot System, with appropriate serial numbers have been returned to Hilti.

6. LOST, STOLEN, AND DAMAGED PRODUCTS

a. The Customer is required to restrict the access to the Jaibot System while in operation for all non-Jaibot operating personal on site and securely store the Jaibot System protected against theft when not in operation.
b. In case of theft, loss and/or damage of the Jaibot beyond repair due to Misuse or negligence, Customer shall be responsible for the replacement costs in the amount of $300,000. 
c. If any of the standard Hilti Accessories, such as layout tool, hammer drill, vacuum cleaner or any of the measuring tools are lost, stolen, damaged or dropped beyond repair due to Misuse or negligence, the Customer shall pay Hilti a fee of 40% of the Accessory’s list price.
d. If Jaibot, or any of the Accessories included into the system are damaged due to Misuse or negligence, Hilti will charge the Customer the respective repair costs.

7. OWNERSHIP

Jaibot System remain the property of Hilti. The Customer commits to keep them free from claims by third parties, not to pledge, encumber, or hypothecate them, or permit any lien to attach to them. The Customer further agrees to inform Hilti immediately of any claim made by any third party. The Customer shall be responsible for the cost of defense against any such claim by third parties.

8. LIABILITY

a. Hilti shall in no event be liable for, and Customer hereby agrees to indemnify Hilti against, all claims related to special, direct, indirect, incidental, consequential, and any other damages arising out of or related to the sale, use, or inability to use the product, including costs and attorney’s fees, even if caused in whole or in part by the negligence of Hilti
b. Hilti shall not be responsible for any business interruption losses in case the Jaibot cannot be used for any reason.

9. TERM AND TERMINATION

a. This Agreement commences upon the Parties’ signatures (“Effective Date”) and shall be concluded for an indefinite period of time. This Agreement shall apply to all subsequent Order Forms, regardless of whether they specifically refer to this Agreement.
b. This Agreement may be terminated with immediate effect by a party at any time in writing, by registered letter to the other party, in the event of the following:

• a) the other party breaches a material term of this Agreement and fails to remedy such breach within 30 days of its notification by the other party, or without a 30-day remedy period upon the third such notification. Failure to make timely payments is considered a material breach;
• b) the other party becomes insolvent (bankrupt), seeks deferred payment authorization, commences liquidation or otherwise enters such proceedings with creditors in or out of court; or
  
• c) the ownership, control, or a significant part of the shareholder interests of the other party changes.
  

c. Upon termination of this Agreement for any reason whatsoever, Customer shall immediately return Jaibot System in good condition (cleaned from dust and dirt, ordinary wear and tear allowed), and immediately remit all then outstanding fees for the respective Order Form.
d. If this Agreement is terminated by Hilti pursuant to clause b a), b) or c) above, then in addition to the requirements of clause c, Customer shall immediately remit the outstanding fees for the respective Order Form.
e. Customer may terminate an Order Form providing 30 days’ notice. In case of early termination, Customer shall pay the fees stated in the Order Form pro rata temporis up to the day the termination takes effect.

10. ADDITIONAL PROVISIONS

a. Due to initial stage of the market introduction, Hilti reserves the right to recall Jaibot from use and terminate an Order Form at any time. If a termination with immediate effect would legally not be deemed appropriate, such termination shall be issued within an appropriate notice period according to Hilti’s judgement related to the specific circumstances.
b. These terms may be amended by Hilti effective 30-days after notice is provided to Customer. If Customer does not object in writing to such amended terms before their effective date, this Agreement shall be governed by such amended terms unless otherwise stated; In the event Customer objects as set forth above, Hilti may terminate this Agreement and all Order Forms with immediate effect, in which case clause 9.c shall apply.
c. Changes to this Agreement shall only be valid if agreed to by both parties in writing.
d. Where any provision of this Agreement now or later becomes invalid, it shall not affect the validity of the remainder of the Agreement; and the parties shall replace such invalid provision(s) with valid provisions, the content and effect of which shall be consistent with the intent of the invalid provision.
e. A party may not assign its rights and/or transfer its obligations under this Agreement without the other party’s prior written consent, except that Hilti may, without Customer’s consent, assign any receivables due under this Agreement and all security and ancillary rights relating hereto to any third party. 
f. Customer shall not offset any payment due under this Agreement by or with any potential claim it may have against any party. Customer may not apply any Hilti-issued “consumable credit” toward any payment due under this Agreement; although Hilti may, at its sole discretion and without notice, apply any Customer credit or refund (including “consumable credit(s)”) toward delinquent payments due under this Agreement.
g. Except as otherwise modified herein, Hilti’s terms and conditions of sale available atwww.hilti.com, current as of the Effective Date (“Hilti T&Cs”) apply to this Agreement, including any sales of inserts, consumables or other Hilti products mentioned in this Agreement. Governing law and venue is determined by the Hilti T&Cs. In case of discrepancies, the terms of this Agreement shall precede over the Hilti T&Cs.