daXos Fresh Sales Terms.

1 · Who this is between

These terms are between daXos LLC, a North Carolina limited liability company (“daXos”, “we”, “us”), and the business named on the order (“you”). They apply to daXos Fresh orders placed on this site by businesses in the United States that carry temperature-controlled or temperature-sensitive goods — food and grocery, flowers and plants, pharmaceutical and medical products, catering and bakery, and similar loads.

daXos sells to businesses, not to consumers. A daXos Fresh order placed on this site covers at least five packages — Van & Truck packages and Reefer Trailer packages counted together. By accepting these terms you confirm you are ordering for a business and are authorised to bind it.

This is the whole agreement for daXos Fresh orders placed by card on this site. It replaces any earlier proposal or quotation, except where you and daXos have signed a separate written agreement, which prevails to the extent the two differ. Orders placed on daxosdigit.com are governed by the daXos Sales Terms published there, and daXos Move orders by the daXos Move Sales Terms, not by these terms.

The daXos Data Processing Agreement forms part of these terms and is incorporated by reference. Location data tied to a vehicle or a driver is personal data in most regimes, so a subscription cannot sensibly exist without it. The tick that accepts these terms accepts the DPA with them, and daXos records which version you accepted, and when, against your subscription. Where the DPA and these terms differ about the processing of personal data, the DPA governs.

2 · What you are buying

You are buying data, on subscription. daXos captures measurements from your vehicles, your reefer trailers and the space your goods travel in, and gives you access to that data. You are not buying equipment.

The subscription is made of two packages and one add-on, each billed monthly:

• Van & Truck package — per van or truck: one logger (GPS and motion), one sensor placed in the cargo space (temperature, humidity, door opening), and the Fresh dashboard — Cold Chain Report, Daily Activity Sheet, live map, limits and alerts — with API and MCP access, at no extra charge.
• Reefer Trailer package — per trailer: one battery-powered logger that reports while the trailer is parked (position, geofence, movement and impact alerts, idle time), one sensor in the cargo space (temperature, humidity, door opening), and the Fresh dashboard with API and MCP access.
• Additional sensor — optional, beyond the one included in each package, billed per sensor.

Telecom connectivity is included in the monthly rate. Installation is charged once per package and is waived on a twelve-month commitment.

3 · The devices stay ours

This section matters, so it is written plainly.

daXos owns every logger and sensor at all times. They are placed with you so that we can capture the data you are subscribing to. Title never passes to you, however long the subscription runs. They are not an asset on your books and there is nothing to depreciate.

While the devices are with you, you agree to:

• keep them installed on the vehicle or trailer they were assigned to, and tell us before that vehicle or trailer is sold, leased out, scrapped or leaves your fleet;
• keep each sensor where it was placed, clear of the reefer unit's air outlet and of anything that would stop it measuring the cargo space;
• not open, modify, repair, reverse-engineer or relabel them, and not remove or replace the battery of a logger or sensor yourself;
• not sell, lend, sublease, pledge or otherwise encumber them, and not let anyone else claim a right over them;
• take reasonable care of them, as you would your own equipment, including when cleaning or washing out the cargo space.

Replacement, batteries and refresh. A device that fails in normal use is replaced at no charge. Batteries are serviced or replaced by daXos at no charge when they run low. The whole installed base is refreshed at year four at no charge.

When the subscription ends, the devices come back to us. We arrange and pay for collection, and you have thirty days from the end of the subscription to make them available. Devices not returned within that window, or returned damaged beyond normal wear, are invoiced at their replacement value:

• Logger (vehicle or trailer) — $100 each
• Sensor — $50 each

Normal wear from use on a working vehicle or trailer, including cold, condensation and routine cleaning, is expected and is not charged for.

4 · What daXos Fresh is — and is not

daXos Fresh tells you what its sensors measured: the temperature and humidity where each sensor is placed, when a door opened, where a vehicle or trailer is, that a parked trailer moved or left a geofence. The sensors measure from −4 °F to 140 °F (−20 °C to +60 °C); readings outside that range, or from a sensor placed next to a door, an evaporator or an air outlet, may not represent the load. A sensor measures the air around it, not the core temperature of the product.

You set the limits and choose who receives alerts. daXos does not watch those alerts for you, does not contact you, your staff, your customers or anyone else, and does not dispatch anyone. Acting on an alert is your decision. daXos Fresh does not control, repair or monitor the reefer unit itself.

Readings and alerts are sent on a schedule and when an event wakes the unit, and can be delayed or missed where there is no cellular or satellite coverage, inside buildings and cold rooms, when a battery is low, or when a device has been damaged, moved or removed. We do not promise that every excursion or event will be detected or delivered.

Consequently, daXos is not liable for spoiled, damaged, rejected, recalled or destroyed goods, or for their replacement, disposal or re-delivery, or for theft of or damage to a vehicle, trailer or its contents — whether or not an alert was sent, delayed or missed. daXos Fresh does not replace your reefer unit's controls, your own temperature checks, the procedures and records you are required to keep, or your cargo insurance.

5 · Reports, your customers and your obligations

You may share the Cold Chain Report, temperature readings and other reports with your customers, their insurers, your auditors and your own. They are records of what the sensors measured.

A report is evidence, not a verdict. It does not establish who is responsible for loss or damage, does not certify that goods were fit for sale or use, and does not change your obligations — including, where they apply to you, the FDA rule on the sanitary transportation of human and animal food, federal and state rules for pharmaceuticals, pharmacies and clinical specimens, and the terms your customers impose. daXos is not a party to any claim between you and your customer. Deciding whether daXos Fresh data is acceptable for a regulatory, audit or contractual purpose is yours.

No patient information. daXos Fresh is not designed to hold protected health information, and daXos does not act as a business associate. Do not enter patient names, prescription details or other health information into device names, notes, geofences or any other field.

You are responsible for telling your drivers and staff that your vehicles are tracked, and for any notice or consent the law requires of you as the employer or operator.

6 · Your data is yours

The measurements captured from your vehicles and trailers belong to you. daXos claims no ownership of them.

You reach your data through the dashboard, the API and MCP, on any software or agent you choose. We do not charge for access and we do not sell access to your data to anyone else.

We hold your data to run the service, and not indefinitely: raw measurements are deleted or de-identified three months after they are captured, on a rolling basis. Reports and summaries you have built inside the service outlive the readings behind them. If you must keep temperature records for longer, export them, or agree a longer window with us in writing — for example twelve months of transport temperature records.

When the subscription ends you have thirty days to export what is still held, and we then delete or return it at your choice, in any event within ninety days — apart from records the law requires us to keep, and routine backups, which are overwritten on their ordinary cycle. The daXos privacy policy sets this out in full.

We use the data to operate and support the service and to fix faults. We keep de-identified, aggregated data that cannot reasonably be linked back to you, your people, your customers or your vehicles, and we do not try to re-identify it. We will not use your data to train AI models you do not use without a separate signed addendum you are free to refuse. Section 5 of the DPA is the binding form of that promise.

7 · Prices and tax

Prices are those shown on this site at the time you order, in US dollars. They exclude sales tax and any other applicable tax, which is added at checkout or on the invoice.

We may change list prices with sixty days’ notice by email. A price change does not apply to a twelve-month commitment before it renews.

8 · Billing

The subscription is billed monthly in advance by card, through Stripe. daXos does not see or store your card number.

At checkout you pay the first month plus any one-time charge, such as installation. After that you are billed on the same day each month.

You can add packages or sensors at any time; the change is billed from the next month. Reducing quantities takes effect at the next billing month, the month in progress is not refunded, and the order must stay at five packages or more.

If a payment fails we will retry and write to you. If it is still unpaid fourteen days after the due date we may suspend the service until it is settled.

9 · Term and cancellation

The subscription runs month to month unless you took a twelve-month commitment.

To cancel, write to info@daxosdigit.com. That is all it takes — no form, no notice period beyond the current month. Cancellation takes effect at the end of the billing month in progress, which is not refunded. Section 3 then applies to the devices.

If you took a twelve-month commitment and cancel before it ends, the installation charge that was waived at the start becomes payable, at $20 per package. Nothing else is owed for the remaining months.

daXos may end the subscription on thirty days’ notice, or immediately if you breach these terms and do not fix it within fourteen days of being asked. If we end it for our own convenience, we refund the unused part of the month.

10 · The free trial

The four-week free trial is ordered on daxosdigit.com and is governed by the daXos Sales Terms published there. A daXos Fresh subscription ordered after a trial is governed by these terms.

11 · What daXos does and does not promise

We work to keep the platform available and the devices reporting, and we replace what fails. We do not promise uninterrupted service: vehicles and trailers move and park in places with no coverage, cold rooms and steel boxes block signals, and networks and satellites are outside our control.

daXos is a measurement service, not a compliance, food-safety, pharmacy, security or claims service. Deciding what the data means, and meeting your own legal and regulatory obligations, remains yours. We do not warrant that the data is fit for any particular legal or regulatory purpose.

Except as stated in these terms, the service is provided as is, and we disclaim all other warranties to the extent the law allows.

12 · Liability

Neither of us is liable to the other for indirect or consequential loss, loss of profit, loss of business, or loss of data beyond what section 6 requires of us. Section 4 sets out what daXos is not liable for in relation to the goods you carry, your vehicles and your trailers.

daXos’s total liability under these terms is capped at the fees you paid in the twelve months before the claim arose.

Nothing here limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.

13 · Confidentiality

Each of us will keep the other’s non-public information confidential and use it only to perform this agreement. Your data, and your customers' names, addresses and delivery details, are your confidential information. This obligation lasts three years after the subscription ends.

14 · Changes to these terms

We may change these terms with thirty days’ notice by email to the address on your account. Continuing to use the service after that means you accept the change. Changes do not apply retroactively, and do not apply to a twelve-month commitment before it renews.

Every version is dated and kept at its own permanent address. The version you accepted governs your order until you accept a newer one.

15 · Governing law

These terms are governed by the laws of the State of North Carolina, and the state and federal courts located in Guilford County, North Carolina have exclusive jurisdiction.

16 · Reaching us

daXos LLC, Greensboro, North Carolina, United States.
info@daxosdigit.com

Write to us before you accept these terms if anything in them does not work for your fleet — in particular if you need a certified recorder or a longer data window. Most of it can be discussed.