1.The Parties

These terms of service (“Terms”), along with the privacy policy (available here https://www.fieldbee.com/docs/privacy-policy/) (the “Privacy Policy”) is entered into between eFarmer B.V., a private limited liability company incorporated and registered in the Netherlands, under Chamber of Commerce number 61120901, with its principal place of business at Laan van Kronenburg 14, 1183 AS, Amstelveen, the Netherlands, referred to as: “FieldBee”, and any natural or legal person, that uses, or intends to use applications (including both the mobile and web versions), as well as all content and Software-as-a-Service (SaaS) solution associated with the Service (as defined below), hereinafter referred to as: the “Customer”.

By agreeing to these Terms, the Customer is also agreeing to the Privacy Policy.

These Terms and the Privacy Policy (together, the “Agreement”) constitute a legally binding agreement between the Customer and FieldBee.

2. Definitions

2.1. Minimum System Requirements – For the optimal functionality of the Service please refer to https://www.fieldbee.com/ for detailed information on supported browsers, devices, peripherals, and hardware settings.

2.2. Customer’s data – Customer’s data encompasses information generated or handled by FieldBee on behalf of the Customer and stored by FieldBee. This data can consist of digital information, such as farm data, numbers, text, graphics, photos, audio, video, software, or other information.

2.3. The Service – the Service, referred to as the "FieldBee" service, is a Software-as-a-Service (SaaS) solution designed for mobile and web platforms, aimed at facilitating farm machinery management and field job data recording for farmers. It encompasses the FieldBee app, which includes automatic updates and upgrades, and can be accessed through smartphones, tablets, and web browsers. The FieldBee app is hosted on servers maintained by Google Cloud’s data centre in Belgium, ensuring secure data transmission from the Customer. The service employs Strong 256-bit encryption and industry-standard WildCard SSL to secure data during transmission. It is exclusively accessible via the internet and the mobile app and is provided solely to Customers.

3. Registration

Registration for the Service can be completed on the website https://www.fieldbee.com/ or through Google Play Store. By using the Service the Customer agrees to the terms and conditions pursuant to the Agreement and the term of this Agreement starts on the first day the Customer uses the Service.

Once registered, a Customer’s status remains in effect until they decide to unregister on the website or as of the date the Agreement terminates. A Customer is responsible and is charged for data charges incurred by the Service for processing data sent to FieldBee.

Customer guarantees that the information provided at registration is and will be kept accurate, complete, and up to date. Customer agrees that the information provided may be used by FieldBee in accordance with the Privacy Policy.

Each account is intended for a single Customer. Sharing an account by multiple Customers is prohibited.

4. Data

4.1. Data analysis and statistical information generated by the Service are based on:

1. Usage information received from FieldBee.
2. Custom information that the Customer sends or that is automatically generated through the use of FieldBee.

4.2. Customer’s data:

1. Customer retains full ownership of their data at all times.
2. Customer gives consent to FieldBee to store or process their data on FieldBee’s servers during the term of the Agreement. Non-personal identification information may be stored on FieldBee’s servers for an indefinite period, in accordance with the Privacy Policy.
3. Customer grants FieldBee the right to use Customer’s data for providing the Service and for improving the Service for an indefinite period.
4. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all Customer’s data.
5. Customer is responsible for maintaining an archive or backup copy of all Customer’s data. Storage of Customer data is on a best effort basis.
6. Customer data may be stored using third-party service providers and third-party servers.
7. FieldBee is not liable for any loss of Customer’s data, whether caused by FieldBee or any third-party service provider.
8. FieldBee is not responsible or liable for the deletion, correction, destruction, loss, infringement, or failure of the Service to store any of Customer’s data.
9. FieldBee will not disclose Customer’s data unless required by law or court order.
10. FieldBee may access Customer’s data to address service or technical problems or to improve the Service.
11. FieldBee reserves the right to establish maximum bandwidth, storage, and data transmission limits.

4.3. Access

1. Subject to compliance with provisions of this Agreement, FieldBee grants the Customer a limited, personal, non-exclusive, non-sublicensable, fully recoverable and non-transferable license to download and use the Service for lawful, authorised, and permissible purposes. This license will terminate by operation of law at the end of the Agreement.
2. Modifying, distributing to unauthorised parties, reverse engineering, or otherwise using the Service in any way not expressly authorized by FieldBee in these Terms is strictly prohibited.
3. Access to the Service may vary in speed and quality and is subject to factors beyond FieldBee's control, including force majeure events. Force majeure means, among other things: failure of the internal IT infrastructure and internet connection of the Customer, a government-controlled internet or website ban(s) or censorship, emergencies, third-party service failures, transmission problems, equipment or network problems or limitations, and signal interference or signal strength.
4. FieldBee is not liable for loss of access or restricted access to the Service.
5. Either of the parties shall have the right to rescind the Agreement in writing if a situation of force majeure persists for more than 60 days. In such an event, that which has already been performed under the Agreement shall be paid for on a proportional basis without the parties owing each other anything else.
6. Customer is responsible to prevent any unauthorized access to the Service and promptly report any unauthorized access to FieldBee.

4.4. Retention and log keeping

1. FieldBee may monitor, review, retain and disclose information to comply with applicable laws, regulations, legal processes.
2. Customer’s personal registration data will be retained by FieldBee until the account is deleted. After deletion, FieldBee may delete all Customers’ data after fifteen (15) days without notice.Deleted data cannot be retrieved.
3. Customer’s (company) information, including name, address, email, location, VAT-number, and credit card information, or other payment methods, may be recorded during the term of the Agreement. Cookies are used for proper functioning of the Service. Customer acknowledges and agrees to the use of cookies in the Service. For details, refer to the Privacy Policy.

4.5. Appropriate Usage

1. Customer agrees to comply with all applicable laws and regulations when using the Service.
2. Customer agrees not to engage in any activities that could damage, disable, overburden, or impair the Service, FieldBee’s servers, or any third-party property.
3. Customer agrees not to collect, store, or use information about others for unsolicited or unauthoriseds communications;
4. Customer agrees not to gain unauthorized access to any of FieldBee’s servers, other customers, or computer systems or networks.
5. Customer agrees not to engage in defamatory, abusive, harassing, threatening, or unlawful behaviour;
6. Customer agrees not to publish, distribute, or disseminate inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful material or information.
7. Customer agrees not to scrape FieldBee’s content or infringe on any intellectual property rights.

5. Software

5.1. Price

1. Pricing details for FieldBee’s services can be found on https://www.fieldbee.com/.
2. FieldBee may increase prices at any time. Customers will be notified at least one month in advance, and they have the option to terminate the Service within one month of the price increase announcement.

5.2. Payment

All subscription fees are payable in advance. Payments shall be processed via FieldBee's designated payment gateway provider. Upon the conclusion of the agreed-upon term, the Agreement will not be automatically renewed; it will necessitate repurchase to extend the subscription. Customers receive a notification prior to the end of the subscription term reminding them of the repurchasing.

All applicable fees for the Services are in EURO and exclusive of sales tax. Customers are responsible for all subscription and other fees and taxes associated with the use of the Services. No refund or credit will be given for temporary non-use or unavailability of the Service or (early) termination of the Agreement.

The Customer who has placed an Order may receive an electronic invoice from FieldBee to the provided email address. By accepting the Agreement, the Buyer agrees that the Seller may issue and send a VAT invoice in electronic form.

5.3. Subscription period

The subscription period begins on the date of payment and continues for the specified duration based on the selected subscription plan.

5.4. Trial period

The trial period lasts for 14 days from the date of subscription activation.

During the trial period, subscribers have access to all features included in the selected subscription plan.

After finishing the trial period extended functionality will be automatically locked, the subscriber should activate the subscription by adding the license key.

Subscribers will receive a notification prior to the end of the trial period, reminding them of the impending start of billing.

5.4.1. Cancellation during trial period

Customers have the right to cancel the subscription at any time during the trial period without incurring any charges.

5.4.2. Continued use after trial period

If subscribers choose not to cancel their subscription before the end of the trial period, they will be automatically enrolled in the paid subscription plan, and billing will commence accordingly.

5.4.3. Billing Information

Customers are required to provide valid billing information during the trial period, which will be used to initiate billing upon the start of the paid subscription.

5.5. Restrictions

1. Use of unsupported hardware is at the Customer’s risk, and FieldBee is not liable for any damage resulting from using unsupported hardware.
2. Customer may not copy, modify, merge, sublicense, distribute, sell, resell, rent, lease, share, loan, create derivative works of, or exploit the Service.
3. Customer may not attempt to obtain or derive information from the Service through unauthorised means.

5.6. Intellectual property

1. Customer acknowledges that the Service and associated intellectual property rights, belong to FieldBee.
2. Usage of any material which is subject to FieldBee’s intellectual property rights is prohibited unless you have been provided with explicit written consent by FieldBee. Nothing contained within or related to the Service or in these Terms shall be construed as granting, by implication or otherwise, any license or right to any of FieldBee’s intellectual property rights.
3. FieldBee may use Customer’s trademark and/or trade name for promotional purposes, unless otherwise agreed.
4. All trademarks contained in the Service are trademarks or registered trademarks of FieldBee, unless stated otherwise.

5.7. Third-party software

1. Customer acknowledges that the operation of the Service may require the use of certain third-party software. Customer is responsible for obtaining valid licenses for such software at their own expense.
2. FieldBee may provide content belonging to third parties or links leading to third-party websites. FieldBee is not responsible for the availability of the content provided by third parties as they are not under the control or supervision of FieldBee, and they may have different terms of use and policies. Customer’s access through the Service to any website, service, or content provided by third parties does not indicate any relationship between FieldBee and such third parties.

6. Termination and Refunds

6.1. Termination

1. The Customer is solely responsible for properly terminating the Agreement. Termination of the Agreement can be done at any time by contacting our support via the website.
2. The Customer may unregister at any time without any administrative charges, effectively terminating the Service and the Agreement.
3. FieldBee has the right at any time to suspend or terminate the Agreement or terminate the Customer's account and refuse all current and future use and provision of the Services for any reason. Termination of the Agreement may result in the deactivation or blocking of the Customer's account. Outstanding fees remain payable after termination.
4. A credit card chargeback does not terminate the Agreement or relieve the Customer of payment obligations.

6.2. No refunds

FieldBee maintains a no refund policy for its Service due to the nature of the Service. Customers are advised to ensure the Service meets their needs before registration. No refund or credit will be given for temporary non-use or unavailability of the Service or (early) termination of the Agreement.

The Company does not provide refunds for the remaining unused portion of the subscription period upon cancellation. However, content available through subscription is provided to the user until the end of this period.

7. Guarantee

7.1. Guarantee

1. FieldBee will use commercial reasonable efforts to keep the Service available for use as well as properly secured, however, the Service is provided "AS IS" and "AS AVAILABLE". The use of the Service is therefore at the Customer’s own expense and risk.
2. FieldBee cannot guarantee that (i) the Service will meet specific needs of any particular Customer, (ii) the Service will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from use of the Service will be accurate complete and reliable, (iv) the quality of the Service provided to the Customer by FieldBee or any other information or other material provided through the Service will meet the Customer’s expectations, and (v) any errors or defects in the Service will be corrected.

7.2. Indemnity

Customer will indemnify FieldBee, and, as an irrevocable third-party stipulation, its affiliates, directors, officers, and employees, and against all damages, liabilities, costs, and expenses (including reasonable legal fees), arising from Customer’s use of the Service.

7.3. Liability

1. FieldBee is not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenues, savings, or data (even if such losses and/or increases are foreseeable or it has been advised of the possibility of such damages).
2. Customer bears full liability for its use and reliance on the Service, even if it produces incorrect information or erroneous results.
3. FieldBee’s total liability due to an attributable failure in the performance of the Agreement or any other legal basis whatsoever shall be limited to: (i) to repair, upgrade, or otherwise enhance the performance of the Service to address the failure of performance or compensation for direct loss and such compensation shall not exceed the aggregate amount of the last annual fee (excluding VAT) actually paid by the Customer to FieldBee, preceding the damage incident, at the discretion of FieldBee.
4. In no event will FieldBee, its affiliates, directors, officers, and employees be liable for any direct, special, indirect, consequential, or incidental damages, or for any other loss or damages of any kind, even if they have been advised of the possibility thereof and this clause 7.1 constitutes an irrevocable third-party clause for the benefit of these parties.
5. The exclusions and limitations referred to in this paragraph or elsewhere in this Agreement shall cease to apply if and insofar as the damage is the result of deliberate intent or recklessness on the part of FieldBee’s management.

8. Service and Support

8.1. Service and support

1. During the term of the Agreement, service, and support are provided at no additional cost.
2. FieldBee strives to make the Service available 24/7, with exceptions for scheduled or unscheduled maintenance. Scheduled maintenance will be communicated at least 7 days in advance. As part of its services, FieldBee strives to correct defects and malfunctions and make improvements to the Service with the aim of maximising user satisfaction. This may result in temporary interruptions in which case FieldBee will not owe any responsibility to the Customer or third parties and FieldBee will not be liable for any damages resulting from temporary interruption.

8.2. Notifications

The Service may send alerts or notifications through a third-party service. Successful notification depends on factors such as third-party availability, connectivity, or network.

8.3. Feedback/feature requests

FieldBee may invite Customers to provide feedback or feature requests. All shared information should be owned by the Customer and not violate any third-party rights. Possible support questions and/or inquiries from Customer may be stored on third-party systems.

9. Security and Passwords

FieldBee strives to keep Customer data protected but is not liable for unauthorised access, breaches, or any lost data.

Customer must choose secure login credentials and promptly report any unauthorised access.

Customer is responsible for all activities occurring during the term of the Agreement.

10. Privacy Policy

The Privacy Policy describes its policies and what information it collects and processes from the Customer.

11. Assignment

In the event that FieldBee is acquired by, or merged with, a third-party entity, FieldBee may assign the Agreement and its rights and obligations hereunder to a new corporate entity, who shall be bound by these same rights and obligations and the Customer hereby gives its consent in advance for such assignment.

12. Miscellaneous

The Customer acknowledges that the Service, (including e.g., source code, mathematical algorithms, processing methods, design, benchmark results, or other performance-related measurements), constitutes valuable trade secrets of FieldBee. The Customer agrees to hold all this information and information shared during the Agreement in strict confidence and will not disclose the information, except if the information is in the public domain, or if the disclosure is mandatory by law.

In the case of a dispute, Dutch law applies, and the district court of Amsterdam, the Netherlands, is the competent court, unless another court has jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.