Terms & Conditions
Welcome to eAgronom, where you will receive economic benefits for applying sustainable agriculture! We are a company that is spread out in many countries across the world. If You are reading this document and are looking to sign up in Estonia, Latvia, or Lithuania then by “We” the company is eAgronom OÜ. If You are however in Poland (or Czechia), then the company is eAgronom Spółka z.o.o. All together these companies shall be referred to as “We”.
We are committed to make your journey with us as easy and transparent as possible and these Terms and Conditions (“Terms”) are the rules of our journey and are non-negotiable. As such, these Terms form the basis of Our contractual relationship in respect to using Our Farm Management Software, and Us providing You with the Baseline Consultation for participation in the Carbon Program and General Consultation. If you feel like any of these Terms are unclear, let Us know. We are always interested in understanding Your concerns and improving the transparency of the Terms.
If We make changes to these Terms, We will update them here, so everyone benefits from the change. We will also send an email outlining the changes to the address provided by You on the Farm Management Software. It is important that You review the Terms whenever modified, because Your continued use of the Platform or Services for 30 days after notification is Your indication that You agree to be bound by the modified Terms. If You do not agree to be bound by the modified Terms, then You must notify Us in writing of Your concerns and together we will work out the concerns and decide on our further relationship together.
If you are a first-time reader or see a new capitalized term then please make yourself familiar with the Definitions we use in our documents. You can find the Definitions up next.
‘Affected Party’ has the meaning ascribed to it in Section 9.2.2.
‘Billing Period’ means a period of time during which You are using our services and for which we will charge You a predetermined Fee;
‘Baseline Consultation’ has the meaning ascribed to it in Section 3.3;
‘Carbon Program’ means the voluntary program developed by eAgronom, which encourages farmers to implement certain agronomic practices designed to improve soil health, reduce GHG emissions and/or enhance soil carbon sequestration, which is validated by an independent and competent validation body and registered with a internationally recognised platform and expected to run for 30 years.
‘Carbon Project’ means an individual series of activities carried out by the Farmer in any field under the eAgronom Carbon Terms and the Carbon Program, following the Program Principles , with the aim of improving soil health, reducing GHG emissions and/or enhancing soil carbon sequestration and subsequently generating carbon credits.
‘Consultation’ means Baseline Consultation or General Consultation.
‘Event of Default’ means the occurrence at any time with respect to a Party of any of the following events or circumstances constitutes an Event of Default with respect to such Party:
dissolution, liquidation or bankruptcy of the Party or commencement of such proceedings;
any representation or warranty made or deemed to have been made by the Party in the eAgronom Terms proves to have been false, incorrect, inaccurate, incomplete or misleading in any material respect at the time it was made or was deemed to have been made;
the Party intentionally provides the other Party with information that is false, incorrect, inaccurate, incomplete or misleading in any material respect;
any other material breach by the Party of any obligation of the Party set out in the eAgronom Terms on in any other agreement You have entered into with Us.
‘Force Majeure Notice’ has the meaning ascribed to it in Section 9.2.1.
‘Farm Management Software’ means the software developed by eAgronom for farmers with tools for managing activities on the farmers’ farms;
‘Fee Quote’ means the price We offer You for the respective Service;
‘General Consultation’ has the meaning ascribed to it in Section 3.2;
‘Non-Affected Party’ has the meaning ascribed to it in Section 9.2.2.
‘Platform’ means the Farm Management mobile or web application;
‘Subscription Fee’ means the predetermined amount of money corresponding to a predetermined Billing Period.
‘Services’ means the Farm Management Software, Baseline Consultation or General Consultation;
‘Trial Period’ means a period of 14 days during which You can use the Farm Management Software without paying a Subscription Fee
THE LEGAL CORNERSTONE WHICH IS IMPORTANT
2.1. This is a binding contract.
WHAT DO OUR SERVICES INCLUDE?
3.1. What is the Farm Management Software?
The Farm Management Software (or as we like to simply call it, the “FMS”) is a collection of online and mobile farming and carbon tools which are designed to support Your farm management efforts and record-keeping needs. Through the FMS we may also submit to You certain communications, such as announcements and administrative messages. These communications are considered as a part of the FMS.
3.2. What is the General Consultation?
Sometimes new agriculture trends can be overwhelming or We all just hit a wall with ideas on how to improve our soils. In this case it is always a good idea to consult with the experts, the agronomical advisors. For this We will be offering You Our General Consultation. Through this General Consultation We will provide You with Our best advice on how to implement the changes in your farm and maximize its benefits to You. By being Our client, You can request for agronomic guidance (General Consultation) whenever You feel necessary. This will be subject to a request by You to Us and we provide you with a separate quote for this.
3.3. What is the Baseline Consultation?
Should You as a Farmer be interested in joining Our Carbon Program then You first have to undertake the Baseline Consultation. During the Baseline Consultation it will be determined whether a field is suitable to participate in the Carbon Program. For the successful undertaking of this service, We will request and You will present Us with all existing data on and access to the relevant Fields. If your fields are suitable to participate in the Carbon Program then you are welcomed to join our Carbon Program. You can find our Carbon Program terms and conditions from here [link].
HOW MUCH DOES IT COST AND HOW DO I PAY?
4.1. Do I get to try out the FMS before I subscribe?
Yes, We offer a Trial Period of 14 days during which You can try out the functions of the FMS and decide whether You want to use Our Service. The Trial Period is in no way binding for You to make a subscription, however We must emphasize that You can only use the Trial Period once. If You decide to use the Trial Period and terminate it before the 14 days are over then the left-over days cannot be used in the future.
4.2. How much do I have to pay to use the FMS?
We do not have a specific price for using the FMS for all Farmers. The final price for using the FMS is dependent on Your needs regarding the functions of the FMS. You are able to choose between the premium, standard or Your region specific Service Packages. To obtain a fee quote please contact Our team via the contact information on Our website.
4.3. Do I have time to think about the Fee Quote?
Of course, asking for a Fee Quote from Us does not automatically mean that You have to accept it and start using Our FMS. Any fee quote We provide You with shall be valid for 30 days from the date We provide You with the fee quote. Here We must emphasize that should You not accept the Fee Quote or fail to do so within the given timeframe We shall not have an obligation to make You another offer in the same amount.
Should You acquire a Fee Quote during the Trial Period and accept it then accepting the Fee Quote terminates the Trial Period and starts the Billing Period effective immediately.
4.4. How often do I have to pay the Subscription Fee for the FMS?
The Fee quote We provide You with shall include the fee payable for a subscription of one year (or depending on Your region it might be one month) (“Billing Period”). Once You accept the fee quote You shall have 7 days to pay us the Subscription Fee. 10 days before the end of the Billing Period You will receive an invoice for the new Billing Period, which must be paid by the date indicated on the Invoice in order to continue using our Services.
Billing for the Service Package to which You have subscribed will continue unless and until You cancel Your Subscription, or Your account is terminated by Us. You must cancel Your subscription before it renews each year in order to avoid invoicing of the next charge. Subscription fees are fully earned upon payment, and We reserve the right to decline issuing refunds for partial periods.
4.5. Is it possible that my Subscription Fee changes?
Yes, We shall have the right to increase the Subscription Fee from time to time. In case the Subscription Fee is subject to a change We will provide You with ample notice regarding the details of that change. In any case the already paid Subscription Fee shall not change, i.e. the changed fee shall not be payable by You until the next Billing Period.
4.6. What happens when I forget to pay on time?
Should You forget to pay the Subscription Fee on time then We will issue a notification that there is an unpaid Subscription Fee outstanding. Should You fail to pay the Subscription Fee after the receipt of the notification then We reserve the right to suspend the provision of the Service. Overdue amounts are subject to a late charge of 5.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection.
4.7. How much do I have to pay for the Baseline Consultation and General Consultation?
The same principle applies here – the Fee for the Consultation Services are subject to a Fee Quote from Us. The Quote shall be valid and binding for Us for 30 days from the date the Quote was made.
WHAT ARE OUR AND YOUR OBLIGATIONS?
5.1. What do We have to do for You?
Now, once You have become Our client and plan to start using the FMS or request Consultation, even without using the FMS or joining our Carbon Program, We will undertake to:
provide You with access to the FMS software via the account You have created;
provide You with a limited non-exclusive, non-transferable, non-sublicensable, revocable right to access and make internal business use of the FMS in accordance with these Terms and Conditions;
investigate any stoppages to the FMS and make efforts to resolve the stoppages;
make necessary updates to the software from time to time;
notify You of any substantial changes to the FMS or billing in a timely manner;
carry out the Consultations in a timely manner and to the best of Our abilities;
act towards You in good faith.
5.2. What Do You have to do for Us?
By using Our Services, You undertake to:
provide us with accurate information;
pay the Subscription Fee in a timely manner;
use the FMS only according in accordance with these Terms and Conditions;
cooperate with Us when the Consultations are carried out;
be loyal and act in good faith.
HOW CAN I USE SOMETHING THAT DOES NOT BELONG TO ME?
6.1. What gives Me the right?
Under the Agreement to use the FMS, We will grant You a limited non-exclusive, non-transferable, non-sublicensable, revocable right to access and make internal business use of the FMS in accordance with these Terms and Conditions.
We, on the other hand, reserve the right to deactivate accounts that violate our Terms. You further acknowledge that We reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice. Certain areas of this website, web app, or the mobile app may be restricted from access by you (for example modules for eAgronom carbon program if you are not part of it), and We may further restrict access by you to any areas of this website, web app, and/or the mobile app at any time in its sole and absolute discretion.
6.2. What Can I do with the FMS?
We will allow You to use the FMS in accordance with the purpose of the software. We will reserve the right to establish general practices and limits concerning use of the website, web app, and the mobile app. You agree that we have no responsibility or liability for the deletion or failure to store any messages, other communications, data, or other content maintained or transmitted by or to the FMS.
6.3. What happens when I do not comply with these Terms and Conditions?
We reserve all rights to terminate accounts, edit or remove content, and cancel the FMS in our sole discretion or end the Consultation. You agree that We may, in our sole discretion, terminate Your password, account (or any part thereof), or use of the FMS and may remove and discard any data or content within the FMS for any reason, including, without limitation, if We have a reasonable doubt that You have violated these Terms and Conditions. You agree that any termination of Your access to the FMS under any provision of these Terms and Conditions may occur without prior notice to You, and you acknowledge and agree that We may immediately deactivate or freeze Your account and all related information and files in your account and may bar any further access to such files and information. Once the account is frozen the data on that account is preserved for 3 years.
You agree and acknowledge that We will not be liable towards You or any third party for any termination of the access to the FMS or ending the Consultation.
TERM AND TERMINATION
7.1. How long does the contract remain in force?
Our relationship under the Terms remains in force for the duration of the Billing Period from the moment the invoice for using the FMS is sent to You and extends automatically for an additional Billing Period, if You wish to continue with using the FMS.
7.2. Will I be bound by the Agreement forever?
No, of course not. You will have the right to terminate the Agreement by giving us 14 days written notice prior to the beginning of the next Billing Period. The Agreement shall then terminate after the then current Billing Period ends.
7.3. What happens if an Event of Default happens?
If either Party becomes aware that an Event of Default has occurred with respect to the other Party, it must promptly notify the other Party in writing thereof. The defaulting Party may cure an Event of Default within 10 days of delivery of the notice.
In the case of an Event of Default with respect to You and You fail to cure the Event of Default, We may terminate the contractual relationship immediately.
In case of an Event of Default with respect to Us, and We are not capable of curing the Event of Default within 10 days of delivery of the notice, the You may terminate the contractual relationship with Us.
WARRANTY AND DISCLAIMERS
8.1. Mutual representations and warranties. Each Party represents and warrants: (a) that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation or organisation and they have the power and authority to enter into and to perform the obligations under the Terms; (b) that the execution and performance of the Terms will not conflict with or breach any other agreement to which it is a party or by which it is bound, or any order, judgement, decree or other restriction applicable to it; and (c) that the Terms will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
8.2. Farmer’s representations and warranties. You represent and warrant to us that:
all of Your documents and data supplied to Us in connection with the Terms are true, accurate, complete and not misleading in all material respects;
You comply with all laws, regulations, permits, and licenses (including without limitation laws pertaining to the protection of the environment) that apply to or govern the carrying out of the performance of the Terms and there are no current, pending or threatened court or other legal or regulatory proceedings against You;
there are no facts or circumstances relating to Your business which have not been expressly disclosed by You to Us and which, if disclosed, might reasonably have been expected to influence Our decision to enter into the agreement with You.
You have not participated, and will not during the duration of this agreement participate in fraud, bribery, corruption, a criminal organisation, money laundering, terrorist financing, terrorist-related offences or offences linked to terrorist activities, child labour or other forms of trafficking in human beings and has complied with applicable international and national laws, regulations (including local) and conventions.
WHEN THINGS GO WRONG
In addition to Event of Default which is covered under the Term and Termination
9.1. Limitation of Liability
9.1.1. Indemnification. You will indemnify and hold harmless eAgronom and the personnel of eAgronom (including but not limited to distributors and representatives), from any and all actions, including reasonable attorney’s fees, arising from or relating to your access and/or use of, the Services, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any Applicable Law.
9.1.2. Monetary Cap. Our aggregate monetary liability under or in connection with the Terms is limited to and, to the fullest extent permitted by law, under no circumstances exceeds the total value of compensation payable to the You under the Terms, if nothing was paid, EUR 100.
9.1.3. No Indirect Damage. Under no circumstances are We liable for any indirect or consequential damage or loss of profit of You in relation to a breach of the Terms.
9.1.4. Unlimited Liability. No limitation of liability agreed in the Terms applies in the case of an intentional breach of obligations.
9.1.5. Acknowledgment. You also agree and acknowledge that our ability to provide the Services through the FMS is dependent on third parties continuing to provide their services in an available and uninterrupted manner. In the event that there is an interruption in their services, we may be unable to carry out our Services through the FMS. We shall not be responsible, and shall accept no liability, for any disruption to the services that we provide under this Agreement that are caused due to the unavailability of the services provided by such third parties.
9.2. Force Majeure
9.2.1. What is Force Majeure? Circumstances which are beyond the control of the Party (without limitation) fire, flood, pandemic, explosion and accident, war, strike, embargo, governmental requirements, civil and military authority, civil unrest, data trespass, inability to secure materials or labour, termination of vital agreements by third parties or any other cause beyond Party’s reasonable control. Reasonable steps must be taken by the Party to avoid or mitigate the intervening events and its consequences.
9.2.2. How to act if Force Majeure happens? If a Party (the “Affected Party”) is, or anticipates that it will be, unable to perform an obligation under the Terms due to the occurrence of a Force Majeure event, it must give the other Party (the “Non-Affected Party”) a written notice via email providing details of the Force Majeure event (“Force Majeure Notice”) within 3 days of becoming aware of such Force Majeure event.
9.2.3. If the Affected Party is unable to perform an obligation under the Terms due to the occurrence of a Force Majeure event, such non-performance: (i) is permitted during the time and to the extent that performance is prevented by the Force Majeure event, but only during that time and to that extent; and (ii) does not give rise to any liability to the Non-Affected Party for any loss or damage arising out of or in any way connected with such non-performance during the occurrence of the Force Majeure event.
9.2.4. The Affected Party makes every reasonable effort to remove or mitigate the relevant effects of the Force Majeure event.
9.2.5. No Party is relieved by a Force Majeure event from any obligation under the Terms which it remains able to perform notwithstanding the occurrence of the Force Majeure event, including any obligation to provide any notice under the Terms.
9.2.6. If, by reason of a Force Majeure event, the Affected Party is unable to perform an obligation under the Terms and that non-performance continues for a period of 6 months after the date that a Force Majeure Notice is received by the Non-Affected Party without the Parties being able to negotiate a mutually acceptable alternative means of carrying out the intention of the eAgaronom Terms by the end of such period, the Non-Affected Party may terminate the contractual relationship by giving a written notice to the Affected Party.
9.3. Dispute Resolution
9.3.1. If you become aware of any claim and are seeking indemnification or we have any dispute needed to be resolved, promptly notify Us about your concerns in writing and we will do the same for You. We will first try to solve any dispute between us by amicable negotiations within 60 days and if the negotiations are unsuccessful, then any dispute, controversy or claim arising out of or related to the Terms or a breach, termination or invalidity thereof is finally settled in Harju County Court (in Estonian, Harju Maakohus) as the court of first instance.
9.3.2. The Terms and any non-contractual obligation arising out of or in connection with the Terms is governed by the laws of the Republic of Estonia. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to Our terms or agreements.
9.4. Severability. If any part of Terms is held to be invalid or unenforceable such determination shall not invalidate any other provision of the Terms, however, the Parties shall attempt, through negotiations in good faith, to replace any part of the Terms so held to be invalid or unenforceable in order to give effect to the commercial intentions of the Parties when signing the Terms. The failure of the Parties to reach an agreement on a replacement provision shall not affect the validity of the remaining parts of the Terms.
9.5. No Waiver. Failure by any Party at any time to require performance of any provisions of the Terms shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of the Terms shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
OTHER IMPORTANT RULES
10.1. Electronic Acceptance of Terms. These Terms, and any amendments thereto, by whatever means accepted, will be treated in all manner and respects as an original contract and will be considered to have the same binding legal effect as if it were an original signed version thereof, delivered in person or signed digitally or electronically. Neither Party hereto will argue that a contract was not formed hereunder based on either (i) the use of electronic means to indicate acceptance of the Terms; or (ii) the fact that any signature or acceptance of these Terms was transmitted or communicated through electronic means; and each Party irrevocably and indefinitely waives any related claim.
10.2. Electronic Notification. Any notices or other communications provided by Us, including those regarding modifications to these Terms, will be given via email. Notice provided by e-mail will be deemed received on the following date such email is sent and the modifications will be applicable from the date indicated in the email, but no earlier than 14 days from receiving the email.
10.3. Assignment. The Farmer may not assign or transfer to any person any of their rights or obligations in respect of the Terms without the written consent of eAgronom (which consent should not be unreasonably withheld or delayed). For these purposes, it is unreasonable to withhold consent to an assignment or transfer of all of the Farmer’s rights and obligations in the case of an assignee or transferee that (i) is demonstrably capable of performing the obligations of the assignor or transferor under the Agreement; (ii) has a financial standing no worse than that of the assignor or transferor at the date such person becomes a party to the Terms; (iii) is demonstrably capable of continuing to provide security and/or performance assurance at least equal to that provided (or required to be provided) by the assignor or transferor; and (iv) has its registered office in the same jurisdiction as that of the assignor or transferor.
eAgronom may assign or transfer to any of its group companies any of their rights or obligations in respect of the Terms without the consent of the Farmer.
10.4. Independent Contractors. The Parties to the Terms are and remain independent parties, and nothing in the Terms or any circumstances associated with its performance shall give rise to any partnership or joint venture between the Parties or constitute one Party the agent of another. Neither Party shall have, or represent that it has, any power, right or authority to bind the other Party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other Party, except as specifically provided in Terms.
10.5. Legislation. The Services under this Agreement and the Agreement itself shall be governed by the laws of the Republic of Estonia.
10.6. Language. These Terms may be available on our Platform in English as well as other languages. If there is a dispute over the meaning of a clause of Terms, then the English version of the Terms available on the Platform shall take precedence over the version in other languages.
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