Terms & Conditions

These General Terms and Conditions (the “Terms”) govern the offers, quotations, orders, subscriptions, leases, supplies and other agreements for products and services provided by Neoperk Technologies Private Limited, having its registered office at 211, 2nd Floor, Shubhshri Arcade, Haji Zakeria Road, Malad West, Mumbai, Maharashtra 400064, India (“Neoperk”), to any person or organisation accepting such products or services (the “Customer”). Neoperk and the Customer may each be referred to as a “Party” and together as the “Parties”.

The Terms apply to the Neoperk website, to the extent relevant, and to commercial transactions involving its portable testing devices; applications, dashboards, APIs and other software; soil, plant tissue, spice and agricultural or food-quality testing; recommendations, reports, installation, support, maintenance and training. Any individual using Neoperk’s software on behalf of a Customer is an “Authorised User”.

An order form, signed proposal, statement of work, subscription confirmation, lease document or other written document accepted by both Parties is an “Order”. If a specific Order expressly conflicts with these Terms, the Order prevails only in relation to that conflict. Other purchasing conditions proposed by a Customer do not apply unless expressly accepted in writing by Neoperk. These Terms may be revised prospectively by posting an updated version on www.neoperk.co; material changes affecting ongoing Orders will be communicated as required by law or the applicable Order.

These Terms consist of three chapters. Chapter 1 applies generally. Chapter 2 applies when Products or Software are provided. Chapter 3 applies when Services are supplied. Additional written schedules may apply to particular deployments, API integrations, pilots, professional services and leased Equipment.

The provisions of this Chapter 1 apply to all Agreements, Products, Software and Services, except where a written Order and Applicable Law require otherwise.

1.1 Customer shall provide complete and accurate information needed to assess its requirements, prepare a quotation, establish an account, arrange deployment and deliver Services. Estimates dependent on incomplete or inaccurate information may be corrected or withdrawn before acceptance.

1.2 Brochures, website descriptions, demonstrations and non-binding quotations are invitations to enquire and do not constitute an acceptance of an order. An Order becomes binding when Neoperk confirms it in writing, enables the agreed paid service or begins the agreed performance.

1.3 Each Order should specify, as relevant, the solution, location, supported parameters, number of devices, term, users, sample volumes, prices, data or API scope, deployment obligations and service levels. No feature, functionality, third-party compatibility, certification or performance commitment is included unless expressly stated in the accepted Order.

1.4 Neoperk may decline or defer an Order where required information is unavailable, requested work is unlawful or unsafe, supported geographies or calibrations are unsuitable, or capacity is unavailable. Neoperk shall notify the Customer and address any advance payments in accordance with the applicable Order and Applicable Law.

1.5 Changes to scope, deployment site, calibration requirements, volumes, implementation assumptions or deliverables require written agreement and may affect fees, timing and support arrangements. The Customer may not cancel an accepted Order unilaterally except under its express cancellation terms or Applicable Law.

1.6 Where Neoperk operates a programme for an agribusiness, institution, NGO, distributor or other partner, the Order shall identify the contracting Customer and allocation of responsibilities toward farmers and end users. A separate agreement between that Customer and its end users shall not by itself amend Neoperk’s obligations.

2.1 Fees, device prices, lease rentals, deposits, access charges, testing credits, per-sample charges, professional-services fees and expenses shall be as stated in the applicable Order or other written commercial confirmation. Published illustrative prices do not replace agreed contract pricing.

2.2 Unless expressly stated otherwise, quoted amounts exclude applicable goods and services tax (GST), duties, bank charges, transport, insurance, installation travel and other statutory or out-of-pocket charges. Charges shall be invoiced and taxed as required by Applicable Law.

2.3 Payment milestones and due dates shall follow the Order or invoice accepted under the Agreement. Where no due date is specified, an undisputed invoice is payable within thirty (30) calendar days of invoice date. Advance payments, deposits or credit limits apply only when agreed.

2.4 Neoperk may change prices for future Orders. Changes in an ongoing fixed-term Order require the process stated in that Order or, if none, written agreement of the Parties; renewal pricing may be notified before the next renewal term.

2.5 If payment is overdue, Neoperk may, after reasonable written notice and a further opportunity to cure, suspend access to affected paid Services to the extent lawful, without erasing Customer Data contrary to Applicable Law or an agreed data-handling schedule. Late-payment interest, if any, shall be limited to the rate set out in the Order and permitted by law.

2.6 The Customer shall raise good-faith invoice disputes promptly, identifying the amount and reason. The Parties shall seek to resolve disputed sums without withholding undisputed amounts. Each Party remains responsible for taxes imposed on it by law, including any required withholding and supporting certificates.

2.7 A credit, prepayment or unused testing allocation is refundable or transferable only where the Order expressly provides or Applicable Law requires. Neoperk will not impose an undisclosed automatic renewal or fee merely because a trial or demonstration was requested.

3.1 Neoperk or its licensors retain all Intellectual Property Rights in its Equipment design, Software, algorithms, calibration models, methodologies, user interfaces, trademarks, website, databases, know-how, Materials and improvements. An Agreement transfers no ownership in these items unless it expressly says otherwise.

3.2 Subject to payment and compliance with the Agreement, the Customer receives only the express right to use the ordered Products, Software and Materials for its internal agricultural, quality-assurance or agreed service-delivery purposes. The Customer shall not represent itself as owning or being accredited by Neoperk or any validation institution.

3.3 As between the Parties, the Customer retains its rights in Customer Data and is responsible for the authority to submit it. The Customer grants Neoperk a limited licence to receive, host, process, analyse and display Customer Data as necessary to perform the Agreement and satisfy lawful obligations.

3.4 The Customer may use and share delivered Reports for the purposes permitted by its Order, including communicating results to the relevant farmer, grower or commercial partner. It may not remove attribution, materially misrepresent results or claim that a Report is an official regulatory certificate when it is not.

3.5 Ideas and general feedback voluntarily supplied about product functionality may be used to improve Neoperk products without additional payment, provided this does not disclose Customer Confidential Information or authorise use of personal data beyond the Agreement, the Privacy Policy and Applicable Law.

3.6 Neoperk may use de-identified or aggregated analytical information only to the extent permitted by the applicable Order, applicable privacy notices, lawful processing grounds and any agreed data-processing terms. This clause does not grant an unrestricted right to train AI models on identifiable Customer or farmer data.

4.1 Neoperk shall provide Services with reasonable care and skill, using procedures appropriate to the agreed solution and the information available. Specific specifications, acceptance standards, turnaround commitments and warranties exist only where expressly recorded in an Order or required by Applicable Law.

4.2 Spectral measurements and AI/ML-based predictions depend on the quality and representativeness of Samples, preparation methods, calibration coverage, device condition, operator technique, environmental conditions and supplied contextual data. Results may differ from conventional laboratory measurements and may vary between crops, regions, soils and batches.

4.3 Reports and fertiliser, crop-nutrition, input or produce-quality guidance are decision-support information, not a promise of yield, profit, regulatory compliance, export acceptance or fitness for a particular farm or lot. The Customer and relevant grower must evaluate the output with local conditions, professional judgement, label instructions and Applicable Law before acting.

4.4 Unless explicitly offered as such under the Order and relevant accreditation, a Neoperk Report is not a statutory compliance certificate, certified laboratory report or replacement for testing prescribed by a regulator, buyer or export authority. When a certified method is mandatory, the Customer shall obtain the required independent analysis.

4.5 Descriptions such as “instant”, “near lab-grade”, benchmark results or numerical accuracy and capacity claims on the website are general product information and may reflect particular study conditions. They do not create independent guarantees for every Sample, location, nutrient or operating condition.

4.6 Neoperk does not warrant uninterrupted Software availability or defect-free Equipment, but will use commercially reasonable efforts to correct verified issues within the support and warranty scope of the Order. No provision excludes mandatory rights or remedies under Applicable Law.

5.1 Neither Party shall be liable to the other for indirect or consequential loss, including lost profits, loss of expected crop yield, anticipated savings, business opportunity or goodwill, except to the extent that a particular exclusion is not permitted by Applicable Law.

5.2 Neoperk is not responsible for loss to the extent caused by inaccurate or incomplete Customer Data, non-representative or contaminated Samples, unauthorised device modification, failure to follow written operating instructions, unsupported calibrations disclosed to the Customer, interrupted connectivity outside Neoperk’s control or independent agronomic decisions.

5.3 Subject to clause 5.4, Neoperk’s aggregate liability arising from an affected Order, in contract, negligence or otherwise, shall not exceed the fees paid or payable by the Customer under that Order during the twelve (12) months immediately preceding the event giving rise to liability; for a one-time Equipment sale, the amount paid or payable for that affected Equipment shall be included in the cap.

5.4 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence where such exclusion is prohibited, breach of confidentiality or data-protection obligations to the extent liability cannot lawfully be limited, death or personal injury caused by negligence where applicable, or any other liability that cannot be excluded by law.

5.5 The Parties shall give prompt written notice of claims, cooperate in reasonable investigation and take reasonable steps to mitigate avoidable loss. An Agreement does not prevent a consumer or other protected person from exercising statutory remedies.

6.1 Neither Party is responsible for delay or failure of non-monetary performance caused by events beyond its reasonable control, including natural disasters, flood, epidemic, war, governmental restrictions, major power or telecom failure, widespread cloud outage, transport disruption or supply interruption not reasonably preventable by the affected Party (“Force Majeure”). Lack of funds alone is not Force Majeure.

6.2 The affected Party shall notify the other as soon as reasonably practicable, describe expected effects, use reasonable efforts to mitigate the disruption and resume performance. Delivery dates shall be extended to the extent reasonably attributable to the event.

6.3 If Force Majeure substantially prevents performance for more than sixty (60) consecutive days, either Party may terminate the affected unperformed portion by written notice. Fees due for Products or Services already properly supplied remain payable, subject to mandatory law and the Order.

7.1 Each Party shall protect the other Party’s Confidential Information using at least reasonable care, limit access to personnel and advisers with a legitimate need to know, and use the information only for Agreement-related purposes.

7.2 Confidentiality obligations do not apply to information independently developed without misuse, publicly known through no breach, lawfully received from another source without restriction or already lawfully known before disclosure.

7.3 Disclosure required by law or competent authority is permitted to the necessary extent, with advance notice where lawful and practical. A Party may share Confidential Information with its contractors and service providers who are bound by appropriate confidentiality duties.

7.4 On written request or termination, a receiving Party shall return or securely delete the other Party’s Confidential Information, except records required by law or retained in routine protected backups subject to continued confidentiality and scheduled deletion.

7.5 The obligations in this section continue for three (3) years following termination, or longer for trade secrets and personal data for so long as their protection is required by Applicable Law.

8.1 Each Party shall comply with the Data Protection Law that is in force and applicable to its activities. Neoperk’s public Privacy Policy, available at https://www.neoperk.co/privacy-policy, describes its stated practices regarding website enquiries and related personal information; any additional personal-data processing for field operations or customer deployments must also be covered by appropriate notices and, where required, a separate written data-processing arrangement.

8.2 Where a Customer determines the purpose of processing farmer or employee personal data and Neoperk processes that data on the Customer’s documented behalf, the Parties shall establish their respective legal roles and any required instructions or data-processing agreement. These Terms alone do not determine the legal role for every programme or dataset.

8.3 The Customer represents that it has lawful authority to collect and share the Customer Data it submits, and that it will provide legally required notices to farmers, growers, field operators or other data subjects and obtain valid consent where required. The Customer shall limit collection to information reasonably needed for the agreed Services.

8.4 Neoperk shall implement reasonable technical and organisational safeguards appropriate to the processing risk and shall restrict personnel and contractor access to authorised business purposes. No specific data-residency location, security certification, retention duration or security architecture is promised unless stated in a signed Agreement or required by law.

8.5 Neoperk may use competent service providers for hosting, communications, logistics, maintenance or analytics where permitted by the Agreement and Applicable Law. Disclosures for third-party marketing are not authorised by these Terms. Any cross-border transfers of personal data shall comply with applicable legal restrictions and the agreed processing terms.

8.6 A Party discovering an actual personal-data breach affecting data processed for the other Party shall notify that other Party without undue delay after becoming aware, where legally and contractually required, and shall reasonably cooperate with lawful reporting, containment and remediation obligations.

8.7 Requests for access, correction or deletion shall be handled in accordance with the Privacy Policy, any customer-specific data-processing agreement and Applicable Law. General privacy enquiries may be submitted through the contact channel specified in the published Privacy Policy.

8.8 Upon termination, Customer Data shall be returned, exported, retained or deleted as agreed in the Order or data-processing terms and required by law, subject to legitimate retention needs and reasonable technical limitations. Neoperk shall not retain identifiable operational data indefinitely solely by virtue of these Terms.

9.1 A delay or failure by either Party to enforce a provision of these Terms shall not amount to waiver of that provision or of any other right.

9.2 A waiver is effective only when recorded in writing by an authorised representative of the waiving Party, and shall apply only to the circumstances for which it is granted.

10.1 An Agreement begins on the commencement date stated in the Order or, if none, when the Order is accepted. The term, renewal, expiry and any minimum commitment follow that Order. No paid subscription automatically renews unless the renewal arrangement has been disclosed and agreed.

10.2 Either Party may terminate for a material breach not remedied within thirty (30) days after written notice describing the breach, unless the breach is incapable of remedy or Applicable Law permits immediate termination. Neoperk may suspend an account promptly where necessary to prevent unlawful activity, material security risk or misuse, with notice when reasonably practicable.

10.3 Either Party may terminate immediately upon the other Party’s unlawful or permanently impossible performance, insolvency-related event recognised by Applicable Law, or serious misconduct affecting the Agreement, subject to statutory restrictions.

10.4 Where an Order is terminable for convenience, the notice period and any committed charges will be as stated in that Order. In the absence of such a right in the Order, a fixed-term commitment does not become freely cancellable solely under these Terms.

10.5 Following termination or expiry, the Customer shall stop using terminated licences and Services, pay undisputed accrued fees, and return any leased or loaned Equipment in accordance with the Order. Ownership of fully purchased Equipment remains subject to the transfer-of-title provisions and Applicable Law.

10.6 Rights and liabilities accrued before termination are unaffected. Provisions intended by their nature to survive, including confidentiality, intellectual property, payment obligations, legitimate data-retention duties, liability limitations and dispute resolution, will survive as applicable.

11.1 These Terms and Agreements shall be governed by the laws of India, without prejudice to mandatory consumer rights or other overriding legal protections that apply to the relevant Customer or transaction.

11.2 The Parties shall first attempt in good faith to resolve any dispute through written notice to their authorised business representatives and discussions for at least thirty (30) days, unless urgent protective relief is required.

11.3 Subject to any mandatory statutory forum or expressly agreed arbitration provision in an Order, courts of competent jurisdiction at Mumbai, Maharashtra, India shall have jurisdiction over disputes arising out of these Terms and Agreements.

12.1 If any provision is invalid or unenforceable, it shall be limited or severed to the minimum extent necessary and the remaining provisions shall remain effective.

12.2 Neither Party may assign its material rights or obligations without the other Party’s prior written consent, not to be unreasonably withheld, except a transfer to an affiliate or successor in connection with a bona fide business reorganisation that preserves the other Party’s substantive protections.

12.3 Notices under an Agreement shall be in writing to the contact details stated in the Order or subsequently designated in writing. General enquiries may be sent to info@neoperk.co; notices of breach or termination should identify the applicable Order and be sent to the authorised commercial or legal contact.

12.4 The Parties are independent contractors; nothing creates a partnership, employment, franchise, agency or joint venture. No Party may bind the other without express written authority.

12.5 Each Party shall comply with Applicable Law, including anti-bribery, export and safety requirements, and shall not use Products or Services for unlawful or misleading purposes.

12.6 These Terms and the Agreement comprise the entire agreement on the subject, replacing previous discussions to that extent. Amendments to an accepted Order must be in writing or otherwise accepted through a mutually agreed electronic contracting process.

12.7 Third-Party Services are governed by the relevant provider terms where separately applicable. A link or integration does not make Neoperk responsible for a third party’s independent acts outside Neoperk’s agreed scope.

12.8 Neoperk may subcontract parts of performance while remaining responsible for its contracted obligations, subject to data-protection, confidentiality and any subcontractor restrictions in the Order.

The provisions of this Chapter 2 apply in addition to Chapter 1 when Equipment or Software is sold, licensed, leased, loaned or otherwise made available.

13.1 This Chapter applies where a Customer buys, leases, borrows or is otherwise provided Equipment or licensed Software. The applicable Order shall specify the transaction type and any security deposit, installation, return, replacement or usage conditions.

13.2 The Customer shall provide a correct delivery address, accessible site, authorised receiving person, power and connectivity arrangements, and any needed permissions. Delivery periods are estimates unless expressly guaranteed in writing.

13.3 For Equipment sold to the Customer, title passes in accordance with the Order and, unless otherwise stated, following receipt of the full purchase price. Risk of accidental loss passes on physical delivery to the Customer or its nominated carrier, except to the extent a different arrangement is agreed or required by law.

13.4 For leased, hired or loaned Equipment, ownership remains with Neoperk or the identified owner. The Customer shall keep the Equipment secure, identifiable and in good working condition, permit reasonable inspection on notice, refrain from pledging or transferring it, and return it at the end of the applicable term, fair wear and tear excepted.

13.5 Freight, packing, transit insurance, installation, field travel and applicable duties are allocated under the Order. Where the Customer arranges transport, the Customer is responsible for compliant handling and packaging after risk passes. Neither Party shall use hazardous or non-compliant shipping methods.

13.6 For a leased device damaged, lost or not returned, financial responsibility and replacement charges must be proportionate, documented and governed by the Order and Applicable Law, taking into account ordinary wear and fault attributable to Neoperk.

13.7 The Customer shall follow installation, calibration, environmental and handling instructions. Commissioning or unpacking by a Neoperk technician is mandatory only where the written device instructions or Order expressly require it.

14.1 The Customer shall inspect Equipment reasonably promptly after delivery and report visible transit damage, missing components or material non-conformity with reasonable supporting details. Concealed or later-discovered defects may be reported when found, subject to the warranty and Applicable Law.

14.2 Neoperk shall investigate a notified defect and, where a valid contractual or statutory remedy applies, may repair, replace, correct or refund as appropriate to the Order and Applicable Law. It may reasonably request diagnostics, images or return of the device before deciding the remedy.

14.3 Acceptance tests, commissioning criteria, site sign-off and deemed acceptance periods apply only where expressly specified in the Order. Continued use alone does not waive a consumer’s statutory rights or a valid hidden-defect claim.

14.4 Returns for convenience, cancellations of delivered hardware and return-shipping responsibilities shall follow the agreed written return policy and mandatory legal rights. Unauthorised repair or alteration may affect coverage only to the extent the resulting defect is attributable to that act.

15.1 Subject to the Agreement and payment of applicable charges, Neoperk grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable licence to use the ordered Software for the authorised business or testing operations during the agreed subscription or licence term.

15.2 Access may include the Neoperk Operator App (NOA), Scanner App (NSA), NeoInsight Dashboard (NID), API endpoints, report tools and related services, as expressly enabled under the Order. Features, supported devices, integrations, storage limits, API rates and user entitlements may differ by plan.

15.3 The Customer is responsible for assigning access only to Authorised Users, maintaining accurate account details, protecting passwords or access tokens and promptly reporting suspected unauthorised use. Neoperk may require reasonable authentication and security controls.

15.4 Software activation, credit validity, subscription commencement, renewal and expiration shall be determined by the accepted Order or relevant clear in-product commercial terms. No automatic licence activation after a fixed period is created by these Terms unless separately and expressly agreed.

15.5 Neoperk may deploy security patches, bug fixes and product updates. Material removal of an expressly contracted feature during a prepaid term shall be addressed through a reasonable alternative, contractual remedy or lawful refund where applicable.

15.6 Software, API keys, licence files and access credentials remain proprietary and must not be resold, redistributed, shared outside the authorised scope or transferred to a competing service without written permission.

16.1 The Customer and its Authorised Users shall use Products only for lawful testing, research, quality-assurance, advisory or other approved functions and in accordance with operating documentation and applicable permissions.

16.2 Except as expressly permitted by law or written agreement, the Customer shall not reverse engineer, decompile, copy, alter, bypass licence controls, scrape protected databases, extract calibration models, tamper with sensors or create competing derivative technology from the Software or Equipment.

16.3 The Customer shall not remove proprietary notices, represent unsupported measurements as certified results, manipulate Reports, upload malicious code, misuse APIs, attempt unauthorised system access, overwhelm services through excessive requests or compromise another customer’s data.

16.4 The Customer shall use approved chargers, accessories and sample-handling procedures, maintain appropriate environmental conditions and avoid use in hazardous settings for which Equipment is not certified.

16.5 Neoperk may reasonably restrict or suspend harmful or unauthorised activity after notice where practicable, and may cooperate with lawful investigations, subject to privacy and confidentiality obligations.

17.1 Any limited hardware warranty, its duration, start date, eligible parts, exclusions and service arrangements shall be those stated in the accepted Order or accompanying written warranty card. If no express warranty term is provided, the Parties’ rights and duties are determined by the agreed specifications and Applicable Law; these Terms do not invent a universal twelve-month guarantee.

17.2 During an applicable warranty period, Neoperk shall assess reported manufacturing defects and provide repair, replacement or another available remedy as specified in the warranty and Applicable Law. Repairs and replacements may use equivalent-function components where agreed and lawful.

17.3 Damage arising from negligence, misuse, unauthorised modification, liquid exposure, improper electrical conditions, failure to follow documented instructions or ordinary consumable wear may fall outside an express limited warranty to the extent causally relevant and legally permitted.

17.4 To request service, the Customer should contact support@neoperk.co with device identification, issue description, relevant logs or photographs and proof of the applicable Order. Neoperk may attempt remote diagnostics before arranging inspection or return.

17.5 If a device must be returned, the Parties shall agree appropriate packaging, carrier, site, shipping costs and handling of stored data. Out-of-warranty repairs or replacements requiring payment will be undertaken only after a quotation is communicated and approved by the Customer.

17.6 Availability of loaner devices, onsite repairs, preventive maintenance, calibration support and response times shall be as stated in the Order or support plan. Mandatory statutory warranties and remedies are not reduced by these Terms.

The provisions of this Chapter 3 apply in addition to Chapter 1 when Neoperk supplies testing, analysis, reporting, field operations, support or training Services.

18.1 This Chapter applies when Neoperk provides sample intake, field testing, analysis, reporting, agronomic advisory, deployment, partner programme, maintenance, training, API integration or other Services.

18.2 Neoperk shall use reasonable care and skill and the methods, scope, locations and deliverables agreed in the Order. The Customer shall provide timely cooperation, safe site access, trained operators where required, relevant Sample information and reasonably necessary permissions.

18.3 Operational metrics and indicative turnaround times on Neoperk’s website are contextual descriptions; binding service levels, sample commitments or report deadlines must be expressly agreed. Delays due to Sample volume, poor preparation, connectivity, re-testing, calibration suitability or incomplete information may require an agreed revised schedule.

18.4 Unless otherwise stated in the Order, professional Services may be priced per Sample, per deployment, fixed fee, recurring service charge or time and materials, with reasonably documented chargeable expenses.

18.5 Neoperk may use qualified personnel or appropriate subcontractors for agreed parts of Services while remaining responsible for contracted performance, confidentiality and applicable data protection.

19.1 Device-based Services may include NeoSoil chemical-free soil testing, NeoPlant petiole or plant-tissue analysis, and NeoSpice spice or produce-quality analysis, each using supported spectroscopy hardware and analytical models. The exact measurable parameters and permitted use cases are those specified for the relevant model, calibration, geography and Order.

19.2 The Customer shall follow the current procedures for Sample preparation, identity verification, scanner placement, device calibration, measurement sequence and digital records. For certain soil workflows, preparation may include air drying and sieving; for plant and spice workflows, preparation differs and shall follow the relevant protocol.

19.3 A measurement or prediction may be unavailable or less reliable outside validated soil types, crop or spice types, environmental conditions, parameter ranges or geographic calibration coverage. Neoperk may flag, reject or recommend referral for laboratory confirmation where a Sample or proposed use falls outside supported conditions.

19.4 Results may be delivered through authorised Neoperk apps, dashboards, downloads, integrated APIs or other agreed channels, subject to authentication, network availability, synchronisation and the applicable data terms.

19.5 The Customer shall keep its credentials secure, implement field-operator controls and review suspicious, incomplete or unexpected results before communicating advice or making consequential purchase, crop-input or procurement decisions.

19.6 If a customer programme requires independently accredited, legally prescribed or buyer-mandated testing, Neoperk shall provide or coordinate that service only when expressly agreed; use of a portable scanner alone does not establish legal compliance.

20.1 Before a sampling or analytical assignment begins, the Order shall identify the nature and estimated number of Samples, required outputs, coverage area, relevant crops or commodities, accepted methods, logistics arrangements and any agreed service levels.

20.2 The Customer is responsible for ensuring that Samples it or its representatives collect are reasonably representative of the field, plot, plant population or produce batch to which it wishes to apply the result. Neoperk can provide sampling instructions or operator training where agreed, but no single Sample can describe untested areas with certainty.

20.3 Each Sample shall be clearly identified with the fields reasonably required for the service, such as a unique Sample ID, date, location or lot, crop or commodity type and relevant farmer or operator reference, provided in compliance with data-minimisation obligations.

20.4 Samples shall be collected, labelled, dried, packed, preserved, transported and delivered according to the applicable documented protocol. The Customer shall disclose known contamination, hazardous material or other handling risks before acceptance of the Sample.

20.5 Neoperk may refuse, isolate, hold or request replacement of Samples that are unlabeled, damaged, contaminated, insufficient, improperly prepared, unsafe or otherwise unsuitable for valid analysis. Reasonable additional handling or re-sampling charges require prior communication and agreement where applicable.

20.6 Where Neoperk provides logistics, collection routes, pickup schedules, responsibility for transit damage and additional charges shall be stated in the Order. The Customer shall provide appropriate access and accurate pickup information.

20.7 Neoperk may carry out preliminary screening to establish suitability or request additional metadata before testing. If material assumptions change, the Parties shall agree a reasonable adjustment to timelines, methods or fees.

20.8 The testing method may include instrument-based spectral scanning, model-based estimation, third-party laboratory analysis or a combination expressly identified in the Order. Neoperk will not describe a spectral prediction as a laboratory wet-chemistry assay when it is not.

20.9 If the Customer requests a method that is unavailable or unsuitable for the intended measurement or regulatory purpose, Neoperk may explain the limitation and suggest an alternative, but changes to a specifically contracted method require the Customer’s agreement.

20.10 Reports may include predicted or measured soil nutrients, pH, organic carbon, plant nutritional status, spice-quality indicators, crop-specific input recommendations and aggregate trend visualisations, depending on the subscribed solution and available calibration.

20.11 Reports relate to the Sample and information actually analysed and should be interpreted in the context of the sampling procedure, analytical uncertainty, location, season, crop and management history. Values may not represent neighbouring land, a whole produce lot or future conditions.

20.12 Recommendations are informational and do not substitute for site-specific diagnosis by a qualified agronomist or binding instructions under pesticide, fertiliser, food-safety or export regulations. Customer shall verify legality and suitability before implementing advice or distributing it to third parties.

20.13 Reasonable delivery timelines are to be agreed by the Parties. Any quoted turnaround may depend on sample readiness, instrument and service availability, batch size, manual checks and digital connectivity. Neoperk shall communicate material expected delay once identified.

20.14 Neoperk may correct an evident clerical, metadata, calculation or analytical error in a Report and shall identify material revisions to the Customer. The Customer should not knowingly rely on a superseded Report after receipt of a material correction.

20.15 If the Customer questions a result, it should provide the relevant Sample ID, Report, concern and any comparator method. Neoperk shall reasonably review reproducibility, sample history and calibration. Where a re-test is feasible, costs and method shall be agreed before work begins, except when a correction is Neoperk’s contractual responsibility.

20.16 Where laboratory confirmation is commissioned, the Parties shall identify the testing laboratory, applicable accredited scope if required, method, indicative timeline, fee and custody arrangements. Accreditation of a third-party laboratory shall not be represented as accreditation of every Neoperk service or device.

20.17 A retained physical Sample may be consumed, altered or destroyed by analysis, preservation requirements or lawful disposal. Return, retention periods, storage charges and custody of residual material shall be as stated in the Order or an agreed lab protocol, subject to Applicable Law; no fixed retention period is guaranteed by these Terms.

20.18 Customer Data and Reports may be stored and made accessible in customer-specific digital workspaces or agreed exports. Access after the Service term, historical reporting, export formats and deletion procedures follow the Order and any applicable data-processing agreement.

20.19 Unless separately authorised, the Customer shall not publish an individual farmer’s identifiable results, precise farm location or private commercial data merely because it has access to the dashboard or data export.

20.20 The Customer must review data feeds and reports before independently using them to advise a farmer, price a produce batch, adjust fertiliser application, assess carbon programmes or make procurement or financing decisions. Neoperk is responsible for the Services it has agreed to provide, not for independent downstream decisions outside that scope.

20.21 Where an institution or agribusiness requests customised packages of practices, logos, regional language, reports or APIs, responsibilities for the accuracy of client-provided content, translations, approval, branding and maintenance shall be allocated in the relevant Order.

20.22 Neither Party shall suppress known material limitations, fabricate Samples or results, misstate testing method, alter a Report misleadingly or use Reports to make unsubstantiated product or regulatory claims.

21.1 Neoperk shall provide the support expressly included in the Order or support plan. Support may be delivered by email, telephone, remote session, scheduled visit, patch or equipment service as appropriate.

21.2 The Customer shall report faults with sufficient details to reproduce the issue, including device identifier, software version, observed behaviour and relevant diagnostic information that it is authorised to share.

21.3 Neoperk may schedule maintenance, security patches or service improvements and will endeavour to provide reasonable notice of material planned interruption where practicable. Emergency maintenance may be performed without advance notice to address material security or operational risk.

21.4 The Customer shall maintain recommended power, connectivity, environmental protection and user access controls, keep local data backed up where appropriate, and reasonably assist with diagnostics or return of equipment.

21.5 Guaranteed support hours, response times, replacement units, field visits and uptime credits apply only if expressly specified in a written support schedule or Order.

22.1 When agreed, Neoperk may train the Customer’s employees, field operators, collection agents or authorised partners in sample collection, preparation, scanning, digital entry, safe device handling, result interpretation and general workflow operation.

22.2 The Order or training confirmation shall state programme scope, delivery mode, language, location, numbers of trainees, dates, materials and any applicable fees or expenses.

22.3 For training at a Customer location, the Customer shall arrange a safe venue, suitable facilities, access, power, connectivity and other agreed resources. Participants shall comply with safety and operating instructions.

22.4 Training material remains Neoperk’s or its licensors’ Intellectual Property. The Customer may use it internally for the agreed purpose but may not sell, publish or redistribute it as a separate training product without written consent.

22.5 Completion of training does not by itself certify an individual as an accredited laboratory analyst, agronomist or regulator-approved inspector and does not remove the Customer’s responsibility for competent field operation.