General Terms and Conditions
Article 1 – General, Definitions and Applicability
1.1 These general terms and conditions apply to all quotations, assignments and contracts between the user of these general terms and conditions, Farm21 B.V. registered in the Netherlands with company number 73028711, and its contracting party.
1.2 In the context of these general terms and conditions, the following terms have the meanings given to them below:
- Customer: the contracting party of Farm21;
- Farm21: Farm21 B.V., having its registered address at Danzigerbocht 39G, 1013 AM Amsterdam, The Netherlands, with company number 73028711;
- Hardware: all equipment, including sensors;
- License: the right to use, install improved versions and repair the software, granted to the customer by Farm21;
- Services and advice: all information, advice and data related to the agricultural business operations and/or activities of the customer, made available by or on behalf of Farm21 to the customer by using the software and/or hardware mentioned in this article, the internet, a combination of these, or in any other way;
- Software: all computer programs and online advisory services or parts thereof, including updates, extensions, improvements and adaptations.
1.3 If the customer has previously entered into a contract with Farm21 on the basis of these general terms and conditions, these general terms and conditions will be deemed to have been accepted for any and all subsequent contracts.
1.4 If any provision or part-provision of these general terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this 1.4 shall not affect the validity and enforceability of the rest of these general terms and conditions.
Article 2 – Quotations and Agreements
2.1 All quotations provided by Farm21 shall be non-binding, unless explicitly agreed upon otherwise. If the quotation is based on information provided by the customer, Farm21 has the right to assume the accuracy and completeness of this information.
2.2 The contract is entered into upon Farm21’s acceptance of the quotation or an online license has been subscribed to. Unless otherwise agreed, the customer’s general terms and conditions shall not apply.
2.3 Changes to or deviations from the contract or these general terms and conditions can only be agreed upon in writing.
Article 3 – Prices and Payment
3.1 All prices are excluding VAT, unless stated otherwise.
3.2 For the purposes of online payment, credit card or payment details may be shared with an external payment processor.
3.3 If delivery takes place more than three months after the date of the order, Farm21 reserves the right to alter its prices.
3.4 All payments to be made hereunder shall be made in Euros and shall be paid in full and without deductions within 30 (thirty) days of the invoice date to the bank account designated by Farm21. In case of late or incomplete payment, the customer shall, without further notice being required, be in default. Farm21 is entitled to charge a monthly interest of 1% on the invoiced amount from the due date until full payment has taken place.
3.5 Invoices will be considered undisputed and accepted if the customer does not dispute the invoice within fourteen days of the invoice date.
Article 4 – Delivery
4.1 Delivery will take place to a location to be agreed upon with the customer. Delivery dates mentioned by Farm21 are not binding, unless explicitly agreed upon otherwise.
4.2 Title and risk in the items delivered shall pass to the customer upon delivery.
4.3 Any defects in the Hardware must be reported by the customer to Farm21 in writing within fourteen days after it has or could have reasonably discovered the defect.
Article 5 – Liability
5.1 Farm21 shall only be liable for direct damages suffered by the customer caused by wilful intent or gross negligence on the part of Farm21. Farm21’s total liability to the customer shall not exceed the amounts invoiced to customer under this contract for the last twelve (12) months, up to a maximum of €10,000. Any liability of Farm21 for indirect damage, including consequential loss, trading loss, lost data, lost profits, lost saving or business interruption loss, by any cause whatsoever, is excluded.
5.2 The customer indemnifies Farm21 for all third party claims arising from the performance of this agreement.
Article 6 – Data, Confidentiality and Processing of Personal Data
6.1 The parties are obliged to preserve the confidentiality of all business information they take note of in the performance of this contract in so far as this does not impede the proper performance of this contract. The parties must also impose this obligation on their staff members in full.
6.3 Farm21 is entitled to use all data, with the exception of personal data as defined in the General Data Protection Regulation, which Customer enters into the Farm21 dashboard, for improvement of Farm21’s software, hardware, services and advice, and to use the data for external analysis purposes, in which case Farm21 anonymises such data.
Article 7 – Software
7.1 Farm21 grants the customer a non-exclusive and non-transferable license to use the software. The customer accepts this license. The license is granted for a term of at least one year, commencing on the date it is provided and ending the same day of the next calendar year. The license is renewed tacitly for a term of one calendar year. Parties have at all times the right to cancel or change the license. When terminated within the first year, the license is cancelled after the remaining of the year. When terminated after the first year the license is cancelled after the remaining of the month of cancelation. Cancellations or changes can be done in writing, e-mail and for online licenses or via online notifications.
7.2 A sign up for an account is needed, before the software can be used. During the registration Farm21 asks for your personal details, telephone number and e-mail address. Farm21 shall also ask for additional details if necessary. When downloading the Farm21 mobile application we may collect additional information such as your Unique Device ID or IP address. Farm21 has the final authority in providing accounts and retain the right to decline users without further notice.
7.3 The software is considered as delivered as soon as the access rights are made available to the customer.
7.4 The customer does not have the right to (including free downloads): use the software other than for its own business purposes;
- transfer the software to third parties, share the software e.g. by sharing log-in codes, or make it available to third parties in any way whatsoever;
- to change, copy, reverse engineer, modify, extend or decompile the software.
7.5 In the case of breach of any stipulation in this article, the customer incurs a penalty not subject to mitigation of EUR 1,000.00 per breach or per day that this breach continues.
7.6 All copyrights and intellectual and industrial property rights relating to the software made available by Farm21 rest with Farm21 exclusively and will continue to rest with Farm21. The software remains the property of Farm21.
7.7 Farm21 undertakes to the customer, to whom a license has been granted, to make an effort to repair any defects in the software, provided that such defects are reported to Farm21 immediately. Repair does not include the recovery of any data lost. Defects that are the result of improper use, misuse or changes made to the software by the customer will not be repaired. Under the license agreement, the customer will be entitled to improved versions of the software, if and as soon as these are available. The right to repairs and improved versions exists only in so far as the customer has met its obligations arising from this and other contracts with Farm21.
7.8 If Farm21 fails to repair the defects within a reasonable term, the customer has the right to terminate the license agreement.
7.9 Farm21 retains the right to terminate or suspend an account at any time without explanation.
Article 8 – Hardware
8.1 Farm21 will supply the hardware to the customer as specified in the contract. The hardware will be supplied to the location indicated by the customer. The risk of loss or damage of hardware is transferred to the customer at the time of delivery.
8.2 In so far as installation and/or assembly by Farm21 has been agreed upon, the customer will make sure this can be done in a suitable environment, that all necessary measures have been taken and that all facilities are available to make installation and assembly possible. Failure to do so will not make Farm21 liable for any delay in installation or assembly.
8.3 The installation and/or assembly will be considered as finished and delivered as soon as the hardware is put into operation, or as soon as it has been demonstrated to the customer that the hardware is working.
Article 9 – Warranty
9.1 The warranty period is 12 months after delivery of the hardware. Farm21 retains the right to inspect all goods offered under warranty for damage or other defects. The rights under the warranty lapse if the defects or damage are wholly or in part caused by improper use or incorrect treatment, or if they are in any other way attributable to the customer. In all other cases Farm21 will repair or replace the product free of charge. For products not manufactured by Farm21 itself, the warranty conditions and warranty period of the manufacturer apply. All parts that are being replaced will become property of Farm21. Recovery of lost data is not covered under the warranty. The Return procedure (Article 11) will determine if warranty for the product is applicable.
Article 10 – Return
10.1 Warranty handling: applicable to defective products within the warranty period and offered to Farm21. Farm21 retains the right to inspect all goods offered under warranty for damage or other defects. After receipt of the product Farm21 will determine soonest if warranty is applicable and how it can be repaired. The rights under the warranty lapse if the defects or damage are wholly or in part caused by improper use or incorrect treatment, or if they are in any other way attributable to the customer. If in case of inspection the product appears to have no defect at all and no problem is found, the customer will be charged € 75 for research and transportation costs.
10.2 Defective products can be returned to Farm21. Defective products sent without copy of the packing list or invoice will be treated as products which do not comply with the warranty. No rights can be derived from the warranty procedure as mentioned on the return form.
10.3 Products are returned at risk of the customer and must be transported in proper packaging. The customer is responsible and liable for costs of shipping, damage and/or loss during transportation to Farm21.
10.4 Returns can be shipped to: Farm21 B.V., Danzigerbocht 39G, 1013AM Amsterdam, The Netherlands.
Article 11 – Services and Advice
11.1 The services and advice provided by Farm21 to the customer are meant to support the (agricultural) activities of the customer. These services and advice depend on many calculation models and prognoses. Farm21 will make an effort to provide these adequately and with the greatest care. Farm21 cannot guarantee the correctness of its services and advice and is not liable for any damage, neither direct nor indirect, that may arise from these services and advice.
11.2 The services and advice apply at the time these are provided and for the duration stated only. In so far as services and advice are based on data provided or to be provided by the customer, the correctness and completeness of these data may be assumed. Farm21 is not liable for any miscalculations that result from data provided by the customer.
Article 12 – Termination
12.1 The contract and the license agreement and maintenance agreement ensuing from it, if any, can be terminated by Farm21 by means of a written statement and without juridical intervention if the customer is declared bankrupt or has itself filed for bankruptcy, has applied for a (preliminary) suspension of payments order, if an application for a debt restructuring scheme is filed or allowed by the Court, if the customer loses full or partial power of disposition of its assets due to an attachment, a curatorship order or in any other way, or if the customer dies, is dissolved or wound up.
12.2 The customer is liable for any damage suffered by Farm21 as a result of dissolution, including but not limited to loss of profits and costs incurred in relation to the dissolution.
Article 13 - Force majeur:
13.1 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 13.1 shall not affect the validity and enforceability of the rest of the Contract.
13.2 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
Article 14 – Applicable Law and Disputes
14.1 This contract is subject to Dutch law. The Vienna Sales Convention dated 11 April 1980 does not apply to this contract.
14.2 All disputes that may arise between the parties, that may ensue from this or any other contract or that are related to such will be resolved exclusively by the District Court of Amsterdam, the Netherlands, unless binding jurisdiction rules are in conflict with this choice. There is question of a dispute when either of the parties so declares.
Last amended: 06 May 2019