Terms and Conditions

 

Welcome to www.eagronom.com. These Terms and Conditions together with our Privacy Policy contain the terms that govern all use of our web site and services and all content and services available on or through the Platform (collectively, the “eAgronom Services” or “Service”).

OÜ E-Agronom is an Estonian entity (hereinafter together with affiliates “eAgronom”), with reg. code 14092394, which operates the Platform for helping farming businesses manage their farms, i.e. keep records of historical farming data and activities, plan new activities, administer resources, order products, get information on climate conditions, calculate costs and use other services made available via the Platform.

We know that terms and conditions can be a long and dull read and important information often gets lost in legal jargon. So, here is a short overview of what we think interests you the most.

What are you agreeing to?

–       Your Data. eAgronom is committed to act in the best interests of our Clients. Therefore, we want to assure you that without your explicit permission, we do not share your data, (this includes business data and personal data) for any other reason than to make eAgronom Services better for you or to cooperate with other companies in order to offer new services to farming businesses.

–       Account. Account is created by completing the sign-up form https://farm.eagronom.com/users/new. Client may have multiple Users under the same Account by giving them Authorisation to act on Client’s behalf.

–       License. eAgronom grants Client and its Users a non-transferable right to use the eAgronom Services for one year (see more below Use of eAgronom Services).

–       Different Agreements. If you have concluded a separate agreement with us on terms different from these Terms, then that separate agreement takes preference (see Special Terms below).

–       Fee. Use of eAgronom Service is subject to a fee. Specific amount can be found here (link). Fee is invoiced from Client once a year in advance for the next licensing period. Licensing period is one calendar year. If the Client does not notify us before the end of the licensing period about his/her wish not to continue using our services and Platform, the license shall be automatically renewed for the next calendar year (for more details see Fee and Payment below).

–       Liability. eAgronom does not take responsibility for the performance of your farm or business decisions you make.

–       Termination. When You wish to end using our Service, You must let us know at least 3 months prior to the end of Your licensing period, otherwise You will be automatically invoiced for the next licensing period.

–       Data retention. Your account will be closed when terminating this Agreement, however, eAgronom retains Your data for additional 3 years in case you wish to access it later. If You do not wish that we retain Your data after closing of the account, then You have to let us know at the e-mail address [email protected] and we will erase all of Your data.

Please keep in mind that more detailed description of all your rights and obligations when using our Services is given below. We advise you to check upon it once in a while to be updated about changes we might make. By clicking on the box “I agree to the Terms and Privacy Policy.” or other similar button at the sign-up form you agree to be bound by these Terms and you acknowledge that You have read these Terms hereunder and understood it.

eAgronom owns and operates the mobile application (hereinafter “Application”) and website www.eagronom.com and its sub domains (hereinafter “ Web Site”), including the software, databases, interfaces, associated media, documentation, updates, new releases and other components or materials incorporated therein or integrated therewith (hereinafter collectively “Platform”).

The eAgronom Services and Platform are offered to you subject to your acceptance, without modification (other than Special Terms), of all of the terms and conditions contained herein and on our Web Site, all other policies (including our Privacy Policy at https://eagronom.com/lv/privacy-policy/ and price policy at link ) and any future modifications thereof that may be published from time to time on the Platform or made available to you on or through the eAgronom Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding Agreement between you and eAgronom. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

If you register for a free trial of the eAgronom Services, the applicable provisions of these Terms will govern that free trial.

  1. DEFINITIONS

Account – the primary means for accessing and using the eAgronom Services, subject to payment of a fee designated in the selected Plan;

Authorization – the set of rights and privileges on the Web Site assigned to a User by a Client;

Client – a natural or legal person who has accepted these Terms with the eAgronom;

Client Content – certain data and information concerning s specific Client, including texts, images, phonograms, videos, presentations, tables, schemes, comments, links, statistics and other materials added by the Client or by eAgronom on Client’s request;

Content – any data and information available through eAgronom Services or contained within the structure of the System, articles, documents, databases, presentations, pictures, images, audiovisual works, other informational materials and any comments which are not Client Content;

Free Trial – temporary access for the purposes of trying out the Web Site and eAgronom Services in accordance with any selected payment plan without paying a fee;

eAgronom Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, organization, compilation of the content, databases, code, data, and all other elements of the eAgronom Services and the Platform;

eAgronom Services – the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform;

Plan – various criteria related to the use and functionality of the eAgronom Services and on which the fee is based;

Reseller – third party entity that (i) purchases eAgronom Services from eAgronom and resells such eAgronom Services to Clients and (ii) bills such Clients directly;

Special Terms – any particulars, specifications and conditions in writing by which the parties have agreed to deviate from these Terms;

System – the integrated cloud computing solution for providing the eAgronom Services, including applications, software, data bases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;

User – a natural person granted with the Authorization to use the Account on behalf of a Client;

Web Site – the compilation of all web documents (including images, php and html files) made available via www.eagronom.com or its sub domains or domains with identical names under other top domains and owned by eAgronom.

  1. AUTHORITY TO ENTER INTO THESE TERMS WITH EAGRONOM

2.1. The use of the eAgronom Services is subject to acceptance of these Terms. In order to conclude the agreement, you must be at least 18 years of age or have valid authorization from your legal representative or custodian. If you are a legal entity, you must be duly incorporated and have full legal capacity.

2.2. The Terms are accepted as soon as one of the following occurs first:

a. the person has received the confirmation of the creation of the Account and necessary credentials from eAgronom in order to log in to his/her/its Account; or

b. for those eAgronom Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

2.3. You may not, without eAgronom’s prior written consent, access the eAgronom Services (i) for production purposes, (ii) if you are a competitor of eAgronom or act on competitors behalf or, (iii) to monitor the availability, performance or functionality of the eAgronom Services or (iv) to use any Content available through the Account to strengthen a legal claim against eAgronom or (v) for other benchmarking or competitive purposes.

  1. ACCOUNT

3.1. Features, functions or elements of the eAgronom Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

a. complete the sign-up form on the Web Site; and

b. accept these Terms by clicking box for “I agree to the Terms and Privacy Policy.” or other similar button.

3.2. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

3.3. If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. eAgronom is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, eAgronom may, in its discretion, request additional information or proof of the person’s credentials. If eAgronom is not certain if a User has been granted Authorization, eAgronom may, in its sole discretion, prevent such User from accessing the eAgronom Services.

3.4. A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

  1. FEE

4.1. The use of an Account is subject to a fee. Fee is invoiced from the Client once a year in advance for the next licensing period of one calendar year. If the Client continues to use eAgronom Services after the licensing year has passed and the Client has not terminated this Service contract at least 3 months prior to the end of its licensing period, its license shall be automatically renewed and subject to fee.

4.2. Price calculation of the usage fee is based on the price specified by eAgronom at the time at which the Client registered to the eAgronom Service. The minimum fee varies according to market that is Client’s domicile. Price calculation policy according to Plans at any given time can be found here (link).

4.3. As long as the Client is using services for the same size of registered land, the usage fee remains unchanged for him/her unless eAgronom notifies him/her of fee adjustment. eAgronom is entitled to increase the Service fees for individual or all components at any time subject to a notice period of four weeks. Increase of price shall not exceed the limit indicated on the Plan if such limit is indicated on the Plan.

4.4. If there are Special Terms concluded with the Client then these Special Terms shall prevail in respect to parts that differ from these Terms, such as price calculation policy.

  1. PAYMENT

5.1. The Client shall be obliged to pay the fee based on invoice, depending on the payment method as  determined on the Client’s Account.

5.1.1.      Electronic Invoice. Before the end of each license period Client will be issued an electronic invoice for payment of the fee of the next license period. Client must pay the invoice by the due date indicated on the invoice.

5.1.2.      Credit card payments. Upon payment by credit card, eAgronom may seek pre-authorization of your credit card account prior to your purchase of the eAgronom Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Client authorizes such credit card account to pay any amounts described herein, and authorizes eAgronom to charge all sums described in the Terms to such credit card account. Credit card payments are made to eAgronom Estonian company OÜ E-Agronom. If the Client does not authorize the payment by credit card or if there are not enough funds available on the credit card or if there are other circumstances due to which the payment by credit card cannot be made, then the Client’s Account may be frozen.

5.1.3.      Direct Debit Payments. If Client elects, eAgronom may also use a direct debit payment.  In such cases eAgronom shall comply with all applicable national rules and regulations related to direct debit payments.

5.1.4.      Point of sale terminal.

5.2. Free Trial. A new Client may be entitled to a Free Trial. The Client is not required to provide any credit card or billing information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically downgraded to free version of the Platform. In order to prevent downgrading or to reactivate the Account, the Client is required to select a suitable payment Plan and pay the first license fee.

5.3. In addition to the current collection of payment Plans, eAgronom may offer special discounts and motivation schemes (for example referral fees, etc.).

5.4. eAgronom is entitled to freeze the Client’s or User’s Account of the Platform in case of payment arrears on the part of the Client. Freezing can have the effect that access to the whole Platform or to individual components is no longer possible or that certain functions cannot be used any more with the existing access. Freezing does not affect the obligation to pay the usage fees.

6.     USE OF EAGRONOM SERVICES

6.1. Subject to these Terms, and the payment of the applicable Service fee, eAgronom grants Client and its authorized Users a non-exclusive, non-transferable, non-sub-licensable license to use the eAgronom Services to:

a. collect, store and organize Client Content, such as add new Users and organizations, financial plans, state subsidies, activities on the fields, assign tasks for workers, monitor its workers and completed tasks, keep records of historical farming activities, monitor climate conditions, administer resources, calculate costs and use other services made available via the Platform;

b. modify and delete Client Content;

c. receive reasonable help and guidance from eAgronom regarding the use of the eAgronom Services, without fee.

6.2. Modifications to Service. eAgronom reserves the right to modify the eAgronom Services or any part or element thereof from time to time without prior notice, including, without limitation:

a. rebranding the eAgronom Services at its sole discretion;

b. ceasing providing or discontinuing the development of any particular function of eAgronom Service or part or element of the Platform temporarily or permanently;

c.at its sole discretion taking such action as is necessary to preserve eAgronom’s rights upon any use of the eAgronom Services that may be reasonably interpreted as violation of eAgronom’s intellectual property rights or illegal activity.

6.3. As applicable, Client may be notified of such modifications via e-mail or when logging in to the Account.

6.4. If the Client does not accept the modification, the Client shall notify eAgronom or Reseller before the effective date of the modification, and the Agreement shall terminate. The Client’s continued use of the eAgronom Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications.

  1. EAGRONOM OBLIGATIONS

7.1. For the provision of eAgronom Services, eAgronom will:

a. make the eAgronom Services, System, Content and Client Content available to a Client pursuant to these Terms;

b. provide applicable reasonable technical support for the eAgronom Services to Client and its Authorized User at no additional charge. eAgronom shall respond to enquiries of support from a Client in a reasonable time utilizing the contacts set forth in the System.

c. use commercially reasonable efforts to make the eAgronom Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which eAgronom shall give advance electronic notice) and (ii) any unavailability caused by circumstances beyond eAgronom’s reasonable control, including, for example, Internet service provider failure or delay, or denial of service attack.

7.2. In case of material changes to the Platform, eAgronom is obliged to make available to the Client video trainings and eAgronom offers seminars on Services at least twice a year.

7.3. Protection of Client Data. eAgronom will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client data. Those safeguards will include measures for preventing access, use, modification or disclosure of Client Data by eAgronom personnel except (i) to provide the eAgronom Services and prevent or address service or technical problems, (ii) as compelled by law, or (iii) as a Client or User expressly permit. For example customer support will see Your data if they need to offer You support or a developer, who is fixing a technical error on Your Account will see Your data. All our employees and sub-contractors have concluded confidentiality agreements. Also, all Client Content is held in an encrypted form on our system which means that these are not readable without an authorisation key.

7.4. By agreeing to these Terms, the Client grants eAgronom a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the eAgronom Services. Client has a right to request a list of processors from eAgronom at any time.

8.     PRIVACY

8.1. eAgronom takes the privacy of its Clients and Users very seriously. eAgronom’s Privacy Policy at https://eagronom.com/lv/privacy-policy/  is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs eAgronom’s collection, use, and disclosure of Client’s or User’s personal information. Please, also be aware that with these Terms you are entering into data processing contract with eAgronom as specified in section 11.

  1. CLIENT CONTENT

9.1. eAgronom is largely unaware of what data and information is actually being stored or made available by the Client on the Platform or to the eAgronom Services and does not directly access such information or data except as authorized by the Client or as necessary to provide Services to the Client. Except as provided in Section 10.3., eAgronom does not use, own or control any of the Client Content stored or processed by the Client on the Platform or via the eAgronom Services, i.e. only the Client or Users are entitled to access, retrieve and direct the use of such information.

9.2. If the Client adds Client Content to the Platform or eAgronom Services, then any kind of processing of such Client Content must be in compliance with the Terms, best practices at the Platform and applicable law. The Client must assure that:

9.2.1.      the Client Content is correct, accurate and relevant;

9.2.2.      the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Content that violates the rights of the eAgronom, other Clients or Users, or is harmful (for example viruses, worms and other destructive codes), offensive, threatening, invasive of another’s privacy or otherwise unlawful;

9.2.3.      the Client and all of the Users associated with the Account have the necessary rights to use the Client Content, including to add it to the Platform or eAgronom Services and process it by means of the Account;

9.2.4.      eAgronom is allowed to further process the Client Content in accordance with Section 10.3. or acting as an authorized processor of Client Content on behalf of Client for the purposes of performing under the Terms.

9.3. Client retains all its ownership rights in its Client Content. eAgronom does not guarantee any accuracy with respect to any information contained in any Client Content. Client understands that all information contained in Client Content is the sole responsibility of the person from whom such Client Content originated. This means that the Client, and not eAgronom, is entirely responsible for all Client Content that it uploads, posts, transmits, or otherwise makes available through the Platform or eAgronom Services, as well as for any actions taken by eAgronom or other Clients or Users as a result of such Client Content.

9.4. eAgronom is not obliged, in its own initiative, to pre-screenor filter any Client Content or acts of its processing by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Content or the action of its unlawful processing is discovered or brought to the attention of eAgronom, eAgronom has the right to (i) notify the Client of such unlawful Client Content; (ii) deny its insertion or publication on the Platform or eAgronom Services; (iii) demand that the Client brought the unlawful Client Content into compliance with the Terms, best practices or applicable law; (iv) temporarily or permanently remove the unlawful Client Content from the Platform or Account, restrict access to it or delete it.

9.5. If the Client has requested to terminate the Agreement, then eAgronom shall close the Account within 30 days of receipt of such request. Client Content shall be stored for 3 years and Client may request access to them after closing of the Account. Client may also ask for immediate erasure of its data in which case the Client Content that is not anonymous, shall be erased within reasonable time and Client shall be notified of data deletion.

9.6. After closing of the Account eAgronom enables Client to download Client Content for 3 years. Request for downloading data should be made [email protected] and eAgronom shall send the Client Content in reasonable time.

  1. INTELLECTUAL PROPERTY

10.1.    The Platform, eAgronom Services, eAgronom Material and Content (except Client Content) and any parts or elements thereof are solely and exclusively owned and operated by eAgronom and its third party vendors and partners. All intellectual property rights, including but not limited to trademarks, service marks, and trade names contained in the Content (except Client Content) are proprietary to eAgronom, its affiliates and/or third-party licensors. The Client’s use of the Platform or eAgronom Services does not grant it ownership of any Content or eAgronom Materials (except Client Content) it may access on or through the Platform or eAgronom Services. Any commercial or promotional distribution, publishing or exploitation of the Content or eAgronom Materials (except Client Content) is strictly prohibited unless with an express prior written permission from eAgronom or the otherwise applicable rights holder. eAgronom reserves all rights to the Content and eAgronom Materials (except Client Content) not expressly granted in the Terms. Fact that Client is using or has used eAgronom Services is not considered Client’s business secret.

10.2.    Client expressly acknowledges that it does not acquire any ownership or intellectual property rights by downloading any Content or eAgronom Materials (except Client Content) from or through the Platform or the Services. Client shall not copy, distribute or publish any Content, eAgronom Materials or any information obtained or derived there from except as permitted by eAgronom or as otherwise permitted by applicable law.

10.3.    Client retains all ownership and intellectual property rights in Client Content. By submitting Client Content to eAgronom through the Platform or eAgronom Services, Client hereby grants eAgronom and its affiliates, sub-licensees, partners, designees, and assignees of the eAgronom Services a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, modify, prepare derivative works of, and otherwise exploit your Client Content and derivatives thereof for improving eAgronom Services or to cooperate with other companies for joint ventures or product development. including, without limitation, for (i) providing you with the services you have chosen (ii) generating statistics concerning the use of the Platform and Services, the characteristics of farms managed by different types of Clients and the farming activities conducted by such types of Clients, (iii) analyzing and sharing Client Content  with other entities for carrying out cooperation projects and (iv) in an anonymised form marketing and/or promotingpart or all of eAgronom Services (and derivative works thereof) in any media formats.

10.4.    Client is solely responsible for its own Client Content and the consequences of publishing it. In connection with Client Content, Client represents and warrants that: (i) Client either owns Client Content or has the necessary licenses, rights, consents, and permissions to use and authorize eAgronom to display or otherwise use Client Content under all patent, trademark, copyright, or other proprietary rights in and to Client Content in a manner consistent with the intended features of the Platform or eAgronom Services and these Terms Client represents that it can  grant the rights and license set forth in Section 10.3, and (ii) eAgronom’s or its licensee’s use of such Client Content pursuant to the Terms, andteAgronom’s or any of its licensee’s exercise of the license rights set forth in Section 10.3, do not and will not: (a) infringe or violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) infringe applicable law: (c) require obtaining a license from or paying any fees and/or royalties by eAgronom or for the exercise of any rights granted in the Terms.

10.5.    Feedback. If Client or a User provides eAgronom with any comments, bug reports, feedback, or modifications for the eAgronom Services (“Feedback”), eAgronom shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the eAgronom Services. Client or User (as applicable) hereby grants eAgronom a perpetual, irrevocable, nonexclusive, royalty free license to incorporate, reproduce, modify, distribute, prepare derivative works of and use your Feedback for any purpose. eAgronom asks Client’s consent for publicly displaying or publishing Feedback in an non-anonymised form.

11.  DATA PROCESSING CONTRACT

11.1.    For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and eAgronom as the data processor. The Client hereby instructs eAgronom to process the data as described in these Terms. eAgronom also enables the exchange of signed copies of data processing contract.

11.2.    Nature of processing. eAgronom provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client. The types of data processed by eAgronom are listed in the Privacy Policy, including processing the location data of Client’s employees. The Platform has been designed to work as a farm management tool but, to the extent not regulated by these Terms, the Client decides how they use the Platform.

11.3.    Duration. eAgronom will process data on behalf of the Client until the termination of the eAgronom Services in accordance with these Terms. Upon termination, eAgronom will store the Client’s data for a period of 3 years, should the Client wish to reopen the Account to resume the use of the eAgronom Services or to export data, unless instructed otherwise by the Client. eAgronom deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Member State law requires storage of the personal data.

11.4.    Parties’ rights and obligations. The Client’s rights and obligations regarding Client Content are provided in sections 4 through 10 of these Terms. eAgronom ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. eAgronom takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. eAgronom undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.

  1. LIABILITY

12.1.   eAgronom shall not be liable to the Client or User for any consequences resulting from:

a. any modifications in these Terms, the eAgronom Services or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the eAgronom Services;

b. upgrading or downgrading the current Plan;

c. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;

d. the manner in which the Client or any User collects, handles, discloses, distributes or otherwise processes the Client Content, including the personal data therein;

e. the application of any remedies against the Client or authorized Users by eAgronom, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the eAgronom Services or any part or element thereof or infringed the intellectual property rights of eAgronom;

f. the incompatibility of technologies used for accessing the Platform and eAgronom Services, for example if certain features, functions, parts or elements of the eAgronom Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet.

g. Sub-licensing Client Data if it were anonymous data and the consequences are only remotely related to sub-licensing.

12.2.    In addition, eAgronom and its affiliates shall not be liable to the Client for any claim by any User, organization or third persons against the Client arising out of the Client’s failure to:

a. provide eAgronom with accurate information about the Client, Users or Account;

b. notify eAgronom of any reasons due to which a User does not have the right to use the Account on behalf of the Client;

c. provide any products which it has agreed to provide to such a person or organization;

d. ensure the lawfulness of the Client Content;

e. abide by any of the restrictions described in these Terms.

12.3.    Limitation of Liability. In no event shall the aggregate liability of eAgronom and its affiliates arising out of or related to these Terms exceed the total amount paid by Client hereunder for the eAgronom Services.  The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

12.4.    Exclusion of Consequential and Related Damages. In no event will either party or its affiliates have any liability arising out of or related to these terms for any lost profits, revenues, goodwill, or indirect, special, incidental, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.

  1. RESELLERS

13.1.    eAgronom may use third person service providers to promote the Platform and eAgronom Services, collect the fees and facilitate communication between the Client and eAgronom (hereinafter “Reseller”).

13.2.    The Client has the right to choose a suitable Reseller available in the Client’s territory and pay the fee directly to the Reseller, who will then settle the payment with eAgronom. Any requests for refunds of payments made to Reseller shall be administered by the Reseller.

13.3.    The Reseller is not responsible or liable to the Client for the performance of any obligations attributable to eAgronom under the Terms, including making available the functionality of the Platform and eAgronom Services.

  1. TERMINATION OF THE AGREEMENT

14.1.    The Terms may be terminated for convenience by the Client any time by sending a respective notice to our customer support contacts. Upon termination of the Agreement, the Client does not get refunded for the calendar year license already paid. Client must terminate the Agreement 3 months before the end of licensing period if he/she does not wish to renew the license and the Agreement automatically for another year. The deadline for termination is found on the Plans page (link) or in the Special Terms concluded with the Client, in which case the Special Terms take preference.

14.2.    The Terms may be terminated (i) immediately by either Party if the other Party breaches its obligations, as applicable under Sections 2, 4 or 7-10 of the Terms; (ii) immediately by either Party, if proceedings are initiated for the other Party’s liquidation or insolvency or a negotiated settlement with the other Party’s creditors is concluded or an assignment is made on behalf of the other Party for the benefit of creditors. (iii) by the non-affected Party by notice in writing to the other Party if the Force Majeure continues for more than ninety (90) days.

  1. CHOICE OF LAW AND JURISDICTION

15.1.    Any questions relating to the Terms which are not expressly or implicitly settled by the provisions contained in the Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law.

15.2.    Any disputes arising from the Agreement shall be settled by negotiations or if it is not possible then in the Tartu County Court in the Republic of Estonia.

  1. MISCELLANEOUS

16.1.    Relationship of the Parties. eAgronom and Client will act solely as independent contractors. The Terms shall not be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Client and the eAgronom. The Terms are not for the benefit of any third parties.

16.2.    Severability. If any term, condition or provision of the Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

16.3.    eAgronom is entitled to unilaterally change and/or amend these Terms with effect for the future. Client may be notified of the changes electronically prior to the amendments coming into force.  If the Client does not oppose the new Terms within two weeks after notification (opposition period) in writing, the revised Terms shall be considered to have been accepted by the Client. In case of an objection the Client can continue the use in accordance with the previous version of the Terms, however, eAgronom is entitled to terminate the contractual relationship for an important reason at its own discretion.

17. WHO YOU ARE CONTRACTING WITH

17.1. The service provider with whom Client is contracting depends on the domicile of the Client. eAgronom determines the domicile of the Client based on the country indicated in the billing address or IP-address of the User who concludes these Terms on behalf of the Client. By accepting these Terms, the Client is contracting with the service provider or Reseller indicated on the Client’s invoice.