SCALLIX INC. – GENERAL TERMS AND CONDITIONS
Effective: December, 2025
These General Terms and Conditions (“Terms”) govern all sales, rentals, leases, subscriptions, services, professional activities, and any other commercial engagement between Scallix Inc. (“Scallix”) and any purchaser, operator, distributor, or end user of its systems (“Client”). By entering into any Sales Agreement, Service Commitment, Purchase Order, or by accessing or using any Scallix system, the Client agrees to be bound by these Terms.
1. DEFINITIONS
1.1 “Scallix Automation System” means the integrated suite of Scallix-provided technologies and services, including but not limited to: (a) Scallix Stations (smart vending units, coolers, fridges, and related hardware); (b) Shekel Management Console (powered by Shekel); (c) Scallix SaaS platforms, dashboards, portals, and cloud services; (d) Professional Services such as installation, onboarding, marketing support, technical assistance, and training.
1.2 “Service Commitment” means any written Sales Agreement, Subscription Plan, Lease Agreement, Service Order, Statement of Work, or other executed document referencing these Terms.
1.3 “Equipment” means any hardware provided by Scallix, including smart coolers, shelving systems, sensors, routers, or accessories.
2. AGREEMENT SCOPE
2.1 These Terms together with any applicable Service Commitment constitute the entire agreement between Scallix and the Client (“Agreement”).
2.2 Any conflicting or additional terms proposed by the Client are rejected unless expressly accepted in writing by an authorized officer of Scallix.
2.3 No verbal representations, marketing materials, or unsigned documents modify these Terms.
3. EQUIPMENT SALES, TITLE & RISK OF LOSS
3.1 Title & Ownership. Title to Equipment transfers to the Client only upon Scallix’s receipt of full payment. Until such payment is received, all Equipment shall remain the sole property of Scallix.
3.2 Restrictions. Until ownership transfers, the Client shall not resell, transfer, pledge, lease, or encumber the Equipment.
3.3 Delivery Terms (EXW – Incoterms® 2020). All deliveries are Ex Works (EXW) at Scallix’s designated facility, unless otherwise agreed in a signed writing.
3.4 Transfer of Risk. Risk of loss, damage, theft, or deterioration transfers to the Client immediately once Products are made available for pickup at Scallix’s facility.
3.5 Client Responsibilities. The Client is solely responsible for: (a) selecting and contracting with a carrier; (b) loading, securing, and transporting the Equipment; (c) obtaining all insurance; (d) all carrier surcharges, fees, and logistics costs.
3.6 Detention of Vehicles. Delays in unloading beyond thirty (30) minutes of free time shall incur detention charges of $200.00 CAD per hour, billable to the Client.
4. FEES, BILLING & PAYMENT TERMS
4.1 Fees and charges are outlined in the applicable Service Commitment.
4.2 All fees are exclusive of taxes unless stated otherwise.
4.3 Payments not received by their due date accrue interest at the rate of 10% per annum or the highest rate permitted by law.
4.4 Scallix may suspend services or withhold proceeds if the Client is in default.
4.5 Scallix may update recurring service pricing with 30 days’ prior written notice.
5. PAYMENT PROCESSING
5.1 Unless otherwise stated, the minimum processing fee is 4.2% + $0.10 per transaction.
5.2 The Client is responsible for remitting processing fees to Scallix.
5.3 The Client assumes all liability for refunds, disputes, chargebacks, and penalties associated with its transactions.
5.4 Violations of payment processor rules are the Client’s responsibility.
6. SUBSCRIPTIONS, CONNECTIVITY & SERVICE PLANS
6.1 All Scallix Stations require an active service subscription.
6.2 Monthly plans may include: (a) connectivity (router, SIM, multi-carrier coverage); (b) cloud dashboards and analytics; (c) remote diagnostics, monitoring, and updates; (d) API and device management tools; (e) customer success support and help desk access.
6.3 Lapsed subscriptions may restrict or disable system functionality.
7. LIMITED WARRANTY
7.1 Warranty Periods. (a) Coolers: Three (3) years from delivery on parts and labor, plus an additional two (2) years on the compressor only. (b) Other Components: One (1) year from delivery.
7.2 Warranty Exclusions. This warranty does not cover damage or failure resulting from: (a) misuse, abuse, improper handling, improper installation, or unauthorized modifications; (b) use of the Equipment in violation of the user manual, operating instructions, or these Terms; (c) operation outdoors or under direct sunlight; (d) vandalism, theft, physical damage, or unstable or improper electrical supply; (e) unauthorized repairs or servicing; (f) use of third-party accessories or components not approved by Scallix.
7.3 Operation After Exposure to Sub-Zero Temperatures. If the Equipment has been exposed to temperatures below 0°C (32°F), the following conditions must be met prior to initial power-up: (a) the unit must remain upright and unplugged at room temperature for a minimum of eighteen (18) hours, with twenty-four (24) hours strongly recommended; (b) the Client must inspect the unit for moisture and allow full drying if present; (c) the Client must confirm the unit remained upright and undamaged; (d) the unit must operate empty for four (4) to six (6) hours before loading products. Failure to comply voids warranty coverage.
7.4 Cooling Disclaimer. Scallix is not responsible for reduced cooling performance, water-related damage, or system failure caused by environmental exposure or improper use.
7.5 Operator Safety. Equipment may only be operated by trained individuals aged eighteen (18) or older.
7.6 Exclusive Remedy. Scallix’s sole obligation shall be repair or replacement at its discretion.
7.7 Limitation of Liability. Scallix’s total liability shall not exceed the original purchase price of the Equipment.
8. TECHNICAL SUPPORT
8.1 Support is available Monday–Friday, 8:30 AM–5:00 PM (EST). Support channels include email at helpdesk@scallix.ai and the Client Portal ticketing system.
9. INSURANCE OBLIGATIONS
9.1 Upon delivery, the Client must maintain insurance covering: (a) theft, vandalism, fire, and accidental damage; (b) liability for end-user harm; (c) business interruption (optional). Proof of insurance may be required.
10. DELIVERY, SHIPPING & TRANSFER OF RISK (EXW – Incoterms® 2020)
10.1 Delivery shall occur strictly on an EXW basis.
10.2 Risk transfers once Products are made available for pickup.
10.3 Scallix has no obligation to load, manage, or arrange freight.
10.4 Scallix provides no insurance.
10.5 Products are tested and commercially packaged prior to release.
10.6 Scallix is not liable for carrier delays or damage.
10.7 Freight claims must be filed by the Client.
10.8 Accepting delivery constitutes acceptance of these Terms.
11. INSTALLATION, TRAINING & PROFESSIONAL SERVICES
11.1 Unless stated in the Service Commitment, installation and onboarding are not included. Optional services include site readiness, installation, configuration, branding, and training.
12. COMPLIANCE & REGULATORY MATTERS
12.1 The Client is solely responsible for legal and regulatory compliance, including food handling, refrigeration standards, inspections, licensing, consumer protection, and payment compliance.
13. SOFTWARE LICENSE & IP RIGHTS
13.1 Scallix grants a revocable, non-exclusive license for the duration of the Service Commitment.
13.2 The Client shall not copy, reverse engineer, bypass, redistribute, or sublicense the software.
13.3 All intellectual property belongs exclusively to Scallix.
14. DATA & PRIVACY
14.1 Scallix may collect anonymized or aggregated usage data.
14.2 No personal data is collected unless authorized.
14.3 Scallix uses commercially reasonable efforts to secure data.
15. INDEMNIFICATION
15.1 The Client shall indemnify and hold harmless Scallix from claims arising from misuse, improper installation, end-user incidents, regulatory violations, negligence, environmental exposure, or third-party claims.
16. RETURNS & DEFECTIVE EQUIPMENT
16.1 All sales are final.
16.2 Defects must be reported within seven (7) business days.
16.3 Remedies are limited to repair or replacement.
17. FORCE MAJEURE
17.1 Scallix shall not be liable for delays or failures caused by events beyond its reasonable control.
18. DISPUTE RESOLUTION & ARBITRATION
18.1 Disputes shall be submitted to binding arbitration in Toronto, Ontario. Proceedings shall be in English.
19. GOVERNING LAW & JURISDICTION
19.1 These Terms are governed by the laws of the Province of Ontario, Canada.
20. AMENDMENTS & WAIVERS
20.1 Modifications must be in writing. Failure to enforce does not constitute waiver.
21. ENTIRE AGREEMENT
21.1 These Terms constitute the entire agreement and supersede all prior discussions.
Scallix Inc.
2025