General Terms and Conditions Cropland Seeds

version: 201906

About Cropland Seeds

Cropland Seeds is an online data science toolkit and training platform (the “Services”) operated by Cropland BVBA, a company with limited liability under Belgian law, with registered offices at 2600 Berchem (BELGIUM), Willem van Laarstraat 86 box 002 (hereinafter referred to as "Cropland", "we" or "us”).

The Services enable our Members to, among other things, consolidate data sources, run data science analytics, visualize and distribute reports.  We also provide other related services, such as hands-on data science training.  You can find out more on our Services on the website www.croplandseeds.be.

Article 1. Scope

1.1. Only these General Terms and Conditions apply to the Services provided by Cropland BVBA. All other terms and conditions are excluded. Acceptance of these general terms and conditions entails the renunciation of any own general purchasing terms and conditions of the Member. These general terms and conditions are the only applicable ones and replace all other terms and conditions, except in the case of explicit and written changes.

1.2. These General Terms and Conditions (“Terms,” including our Privacy PolicyCookie Statement, and Data Processing Agreement) define the terms and conditions under which Members allowed to use the Cropland Seeds Services (“Service”) in accordance with the Agreement, and how we will treat Member’s accounts for the duration of their membership. If you are unwilling or unable to agree to these Terms, you must immediately discontinue your use of the Service.

1.3. When you sign up for an account and agree to these Terms, the Agreement between you and Cropland Seeds is formed, and the Terms of the Agreement will begin. The Terms will continue for as long as you have a Cropland Seeds account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

Article 2. Eligibility

In order to use the Service, you must:

·       be at least eighteen (18) years old and able to enter into contracts;

·       complete the account registration process;

·       agree to these Terms;

·       provide true, complete, and up-to-date contact and billing information;

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you will not use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Cropland may refuse service, close accounts of any Members, and change eligibility requirements at any time.

 Article 3. Closing your account

You or Cropland Seeds may terminate the Agreement at any time and for any reason by terminating your Cropland Seeds account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your account without cause, and your account is a paid account, we’ll refund a prorated portion of your monthly or yearly prepayment. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 24 or more months, we may terminate the account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it.

Article 4. Backups

To guarantee the continuation of our Services to our Members in case of calamity without loss of proprietary data, code, or any other types of work produced by our members on the Cropland Seeds platform, we perform weekly backups of the entire platform on Saturday. These backups are stored in a secure cloud storage facility located in the European Union. Backups are stored for a fixed period of 90 days after creation, after which they are automatically removed. Cropland is unable to remove any of these backup copies manually before their expiration date. By subscribing to our services you agree that we may continue to archive backup copies of your data for a maximum of 90 days after you discontinue your subscription to Cropland Seeds.

Article 5. Changes to these Terms

We may change any of the Terms by posting revised Terms on our Website; we will also communicate this change by email to the main email address used when subscribing as a Member. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.

Article 6. Account and password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Cropland Seeds is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

Article 7. Billing changes

We may change our fees, including our charges for the monthly and yearly plans (for all three subscription options: Barley, Oats, and Rye) at any time by posting a new pricing structure to our Website or in your account and/or sending you a notification by email.  Quoted fees don’t include taxes of any kind.

Article 8. Invoice conditions

8.1. Cropland will issue an invoice to the Member upon registration for an account.  The Member can choose to sign-up for a monthly billing or yearly billing; in both situations, the invoice will be created at the start of the period (i.e. month or year). 

8.2. For the Services that are not related to the usage of the Cropland Seeds Websites (e.g. training, consultancy, services etc.) the invoicing will take place at the end of the month. 

8.3. If the invoice needs to refer to a Purchase Order Number, it is the sole responsibility of the Member to provide this number when enrolling for the Cropland Seeds account.

8.4. In the absence of written and motivated protest within 10 days after receipt of the invoice, the invoice will be deemed to have been accepted by the Member.

8.5. The invoices are payable within 30 days on the account number of Cropland BVBA as stated on the invoice.

8.6. In the absence of payment of the invoice on the due date, the Member will owe by law and without prior notice a default interest of 10% per annum on the unpaid amount, as well as a fixed compensation of 10% on the unpaid amount with a minimum of EUR 75.00, without prejudice to the right to claim a higher compensation provided proof of higher actual damage suffered. An equivalent increase will be owed by Cropland to the Member if Cropland is proven to be in default and compensation is due.

8.7. In the absence of payment of an invoice on the due date, the outstanding balance of the non-expired invoices also becomes immediately claimable, unless the customer regularizes the unpaid invoices within a period of 15 days after receiving a written reminder from Cropland. The services that have already been performed but not yet invoiced will also be invoiced immediately and immediately due and payable.

8.8. Cropland has the right to suspend the execution of anticipated services, as long as the Member fails to pay the invoices due.

8.9. The Member has the right to suspend the payment of invoices, as long as Cropland proves to be in default of performing the agreed performance.

Article 9. Subcontracting

9.1. Cropland has the right to entrust the activity, in whole or in part, to a third party as a subcontractor, insofar as it is ensured that the third party fulfills the obligations under the present Agreement. In the event of subcontracting, Cropland is only obliged to conclude agreements that correspond to the relevant provisions of this Agreement and any Annexes.

Article 10. Liabilities

10.1. The commitment that Cropland undertakes is a best efforts obligation and is related to the correctness of the information supplied by the Member.

10.2. Cropland is at most liable for damage caused by error (s) or negligence committed in the performance of the Agreement or as a result thereof, violation of the provisions of this Agreement or of any legal or regulatory provision. Cropland can never be approached for any consequential damage.

10.3. To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Website; (ii) we won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement will be no more than what you paid us for the Service the preceding month.

For the avoidance of doubt, in no instance will we be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

Article 11. Indemnity

You agree to indemnify and hold us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.

Article 12. Usage of data - security

12.1. The data of the Member may only be processed by Cropland for the strict purpose of the Agreement between Cropland and the Member.

12.2. Each Party undertakes to comply with the applicable legislation and regulations (including those provided for in the General Data Protection Regulation 2016/679 ("GDPR")) in the implementation of the Agreement and the use of personal data. Cropland commits to take the appropriate technical and organizational measures to secure the personal data in accordance with the GDPR regulation 2016/679.

12.3. In particular, according to the state of the art, Cropland protects the data against destruction, whether accidentally or unlawfully, against loss, forgery, unauthorized distribution or access and any other form of unlawful processing.

12.4. The Member confirms further to have taken note of the Privacy Policy and Data Processing Agreement of Cropland.

Article 13. Intellectual property

13.1. We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service.

13.2. RStudio Connect and RStudio Server Professional, as well as the RStudio Trademark are registered trademarks of RStudio, Inc. RStudio Connect, RStudio Server Professional, all documentation of these software programs, and all derivative works thereof, as well as all Intellectual Property Rights therein, are property of RStudio, Inc. You will respect RStudio’s proprietary rights.

You represent and warrant that you either own or have permission to use all of the data (including your personal information and the personal information of others) you submit to Cropland Seeds in the course of using the Service (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms, our Privacy Policy and Cookie Statement, and, our Data Processing Agreement.

Article 14. Confidentiality

14.1. The parties agree that the agreements between the parties in accordance with the Agreement, as well as the information to which they have access in the context of the exercise of their respective rights and obligations under the Agreement, are confidential. ("Confidential information").

With regard to all Confidential Information, the receiving Party undertakes to keep the Confidential Information, which it has received from the communicating Party pursuant to the Agreement, strictly confidential and not to disclose or disclose it to third parties or through public communication without the prior clear and explicit written consent of a legally authorized representative of that communicating Party. Cropland undertakes not to use the Confidential Information for a Finality other than that specified in the Agreement. The Confidential Information will always remain the property of the communicating Party and will not be copied or otherwise reproduced for any purpose other than the creation of backup copies to guarantee the continuation of the Service in case of calamity without the prior written consent of the communicating Party[JC2] [GV3] .

14.2. The Parties agree, except when required by executable laws or regulations or the rules of a stock exchange or securities commission:

  • to keep all Confidential Information confidential and to limit access to the employees and accepted subcontractors of the Parties who have a need to become acquainted with the Confidential Information for the Finality stipulated in the Agreement and who themselves are bound by Corresponding confidentiality obligations regarding the Confidential information;

  • not to dispute the validity of the ownership rights with regard to the Confidential Information or the right of the other Party to use or license the Confidential Information;

  • at the request of the other Party, to return all documents or materials (whether in writing, on disk, electronically or otherwise) that the Party has in its possession or which the Party has (including all copies) and on which Confidential Information is stored or delete it and submit proof of this to the other Party; and

  • make the Agreement neither partially nor fully public to third parties.

14.3. The provisions in Article 10.2 do not apply to Confidential Information:

  • that is generally available or becomes publicly available to third parties after disclosure in a manner other than through an act, negligence or neglect of the receiving Party;

  • who was lawfully in possession of the receiving Party prior to disclosure, as evidenced by the written documents of the receiving Party, and which was not obtained directly or indirectly from the communicating Party;

  • which has been independently developed by the receiving Party without using data received from the communicating Party;

  • which the receiving Party must legally communicate (in the case of oral questions, interrogations, requests for information or documents, civil or criminal investigations or similar processes), provided that the receiving Party immediately (and in any case before responding to a informed such a requirement) so that the notifying Party can request a precautionary order or invoke other remedies.

14.4. However, if only part of certain Confidential Information falls under one or more of the preceding exceptions, the remainder will remain subject to the prohibitions and limitations set forth in this Article 10.

14.5. This confidentiality obligation remains in force for three (3) years after the expiration or termination of the Agreement.

14.6. In the event of failure by one of the Parties to fulfill its obligations under the provisions of this Article, the offending Party shall owe the other Party a lump sum of EUR 5.000 and an additional lump [JC4] [GV5] sum per day that such infringement continues of EUR 500 (which amounts are only payable after prior written notice of default, which - insofar as the infringement was remediable - remained without appropriate consequence for a period of 15 days), without (i) the non-defaulting Party having any must prove damage resulting from such non-compliance, and (ii) without prejudice to the right of this Party to claim further damages from the offending Party for any damage that would exceed the aforementioned amounts.

Article 15. General terms

15.1. The Agreement comprises the total Agreement and agreements between the Parties; it destroys and replaces all prior written or oral Agreements or agreements concerning the same subjects as they are still in force between the Parties.[JC6] [GV7] 

15.2. Whenever possible, the provisions of the Agreement will be interpreted in such a way that they are valid and enforceable under applicable law. However, if one or more provisions of the Agreement prove to be wholly or partially invalid, unlawful or unenforceable, the other provisions of the Agreement will not be affected by this and they will remain fully in force and have effect as if the invalid, illegal or unlawful non-enforceable provisions have never been included. In addition, if the Parties decide to adjust the invalid, unlawful or unenforceable provision (s) or part thereof and / or agree on a new provision, they must ensure that the new or amended provision meets the objective of approaches the invalid, unlawful or unenforceable provision (s) as closely as possible.

15.3. Neither of the Parties will be held liable for the non-execution of the Agreement if this omission is due to causes that are unforeseeable and beyond its reasonable control ("force majeure / force majeure") and the omission makes the execution of the Agreement impossible as , but not limited to fire, flooding, collective strikes, - other industrial riots, (recognized or not) war, embargoes, blockades, disturbances of orders, uprisings, etc.

15.4. The non-performance or late exercise by a Party of a right from the Agreement, the exercise of a right in whole or in part from the Agreement or any reaction or absence of a reaction by a Party in the event of a violation of one or more provisions of the Agreement the other Party will not apply or be interpreted as a waiver (no explicit or implied, in whole or in part) of a right from the Agreement or of the aforementioned provision (s), nor will it exclude the further exercise of these rights . Any waiver of a right must be made explicitly and in writing.

If a Party following a specific negligence by the other Party has expressly renounced a right in writing, this waiver cannot be invoked by the latter for a new negligence similar to the previous one or for another negligence.

15.5. All notifications and other forms of communication that are required in execution of the Agreement must be made in writing by registered letter.  A notification is deemed to be delivered 3 business days after the dispatch date if sent by registered letter.  Either Party may change the address to which notifications must be made by giving written notice to the other Party as set forth herein.

15.6. Each Party shall bear its own costs (including attorneys' fees and other costs) during the preparation and for the negotiation of the Agreement.

15.7. The Agreement is drafted in separate copies and each copy is deemed to be an original and both / altogether make up the Agreement. Translations in a language other than English are for convenience only, even if they are performed by one or both Parties.

Article 16. Applicable law

16.1. All disputes, questions and disputes regarding the validity, interpretation, enforcement, implementation or termination of this Agreement will be settled and implemented in accordance with Belgian law. No effect will be assigned to any choice of law or rule in the event of a legal conflict or in provisions (Belgian, foreign or international) that would result in the application of a law of a country other than Belgium.

16.2. In the event of a dispute, the Commercial Courts of Antwerp, department Antwerp, have jurisdiction.