Last updated: February 17, 2025
Contact: info@agurotech.com

1. Definitions

Agurotech: Agurotech B.V., registered in Amsterdam, Chamber of Commerce 81016816.
Customer: Any natural or legal person using or purchasing Agurotech products or services
System: The Agurotech Monitoring & Decision Support System, including sensors, weather stations, rain gauges, frost sensors, satellite integrations, the software platform, dashboards, indices, algorithms, alerts and decision support functionalities.
Hardware: All physical devices supplied by Agurotech.
Software: The Agurotech platform, mobile app, web application, algorithms, models and APIs.
Subscription: The periodic fee for access to Software, services and data processing.
Data: All data generated, collected or processed through the System.
Parties: Agurotech and Customer collectively.

2. Applicability

These Terms apply to all quotations, agreements, deliveries, subscriptions and all use of Agurotech products and services. Any general terms of the Customer are expressly excluded.

3. Acceptance of Terms

Access to and use of the System, the app or the web application is only permitted after the Customer has explicitly accepted these Terms.
By logging in, creating an account or using the System, the Customer agrees to these Terms and any future amendments.

4. Agreements & Subscriptions

Subscriptions are entered into for an indefinite period and renew automatically unless terminated with two (2) months’ written notice.

5. Prices

All prices exclude VAT and any additional costs.
Agurotech may adjust prices and will communicate such changes in advance.

6. Payments

Payment terms are strict deadlines.
In the event of late payment, Agurotech may immediately suspend Customer access to the System without further notice.

7. Delivery of Hardware

Hardware is delivered DAP (Incoterms 2020). Risk transfers to the Customer upon physical delivery.
Hardware provided for pilot or demonstration purposes remains the property of Agurotech.

8. Installation Responsibility

The Customer is fully responsible for the correct installation, placement, depth settings, configuration and maintenance of all Hardware.
Agurotech is not liable for inaccurate measurements or system outputs caused by:
– incorrect installation
– incorrect crop, soil or field data
– improper use or configuration

9. Warranty & Remedies

Agurotech provides a one-year warranty on manufacturing defects.
Warranty excludes damage resulting from improper use, agronomic conditions or modifications made by the Customer.
The Customer’s sole and exclusive remedy for defective Hardware is repair or replacement.
No additional compensation applies.

10. Use of the System

Use of the System is non-transferable. The Customer may not copy, modify, distribute, reverse engineer or create derivative works of the Software.
Agurotech may perform updates, upgrades or maintenance without prior approval.

11. Decision Support Functionalities & Data Accuracy Disclaimer

All outputs, alerts, indices, algorithms, models and visualisations generated by the System are decision support only and shall not be considered agronomic, irrigation or fertilisation advice.

Agurotech does not guarantee the accuracy, completeness or availability of:

• soil moisture or sensor data
• satellite or remote sensing data
• weather data or forecasts
• model outputs and indices

Environmental, agronomic and operational decisions remain solely the responsibility of the Customer.

12. Data Ownership & Usage

The Customer retains ownership of all data they provide.
Agurotech retains ownership of all sensor data, derived data, indices, algorithms, models and system-generated insights.
Agurotech may use anonymised and aggregated data for:
– product improvement
– scientific research
– commercial purposes

The Customer grants Agurotech a licence to process their data to deliver System functionality.

13. Third-Party Integrations

Agurotech is not liable for interruptions, inaccuracies or unavailability caused by third-party services such as:
– satellite providers
– weather data services
– telecom operators
– cloud or API providers

14. Availability

Services are provided on a best-effort basis.
Agurotech does not guarantee uninterrupted uptime or continuous availability.
Planned or unplanned downtime does not entitle the Customer to compensation.

15. Liability

Agurotech’s total liability is limited to the total amount paid by the Customer in the preceding twelve (12) months.

Agurotech is never liable for:

• crop damage, yield loss or quality loss
• indirect or consequential damages
• decisions made based on System outputs
• incorrect data input, installation or use by Customer

16. Indemnification

The Customer shall indemnify and hold Agurotech harmless from all third-party claims arising from:

• incorrect use of the System
• incorrect installation or data entry
• decisions taken by the Customer based on outputs of the System.
  The Customer’s operational or agricultural activities

17. Force Majeure

Events outside Agurotech’s reasonable control suspend all obligations without liability, including but not limited to: power outages, network failures, extreme weather, strikes, supplier failures and force majeure events.

18. Termination

Either Party may terminate with two months’ notice.
Agurotech may terminate the agreement immediately in case of non-payment, misuse or breach of contract.

19. Intellectual Property

All intellectual property rights related to Agurotech products, services, Software and data models remain the exclusive property of Agurotech.
Customer may not use intellectual property without written permission.

20. Confidentiality

The Customer shall keep all confidential information received from Agurotech confidential during the agreement and for three (3) years thereafter.

21. Governing Law

Dutch law applies exclusively.
The competent court is the court of Amsterdam, the Netherlands.