Back to home

    Terms of Service

    Preamble

    These General Terms of Service (the "GTS") set out the conditions for subscribing to the BRAD service, a system for monitoring and analysing data from agricultural crops (the "Service") offered by BRAD TECHNOLOGY.

    BRAD TECHNOLOGY is a simplified joint-stock company with capital of €70,000, whose registered office is at 20 Avenue des Erables, 84000 AVIGNON, registered under number 850 947 300 00016 RCS AVIGNON ("BRAD TECHNOLOGY").

    1. Scope

    These GTS apply to the Service provided by BRAD TECHNOLOGY to the Subscriber and to Users. They form the basis of commercial negotiation, in accordance with Article L. 441-6 of the French Commercial Code, between BRAD TECHNOLOGY and the Subscriber. The Subscriber declares that they have read and accepted these GTS without reservation before placing an order by signing the quote or purchase order. Consequently, placing an order implies the Subscriber's entire and unreserved adherence to these GTS, to the exclusion of any other documents such as prospectuses or catalogues issued by BRAD TECHNOLOGY. These latter documents are for information purposes only. No specific condition may, unless formally accepted in writing by BRAD TECHNOLOGY, prevail over these GTS.

    2. Definitions

    "Subscriber" means the natural or legal person who subscribes to the subscription and who acts for purposes within the scope of their commercial, industrial or professional activity.

    "Application" means the interface made available to the Subscriber by BRAD TECHNOLOGY to access the Service.

    "Purchase Order" means the subscription request form for the Service signed by the Subscriber.

    "Contract" means the set consisting of the purchase order and these GTS.

    "Personal Data" means any Data relating to an identified or identifiable natural person. An "identifiable natural person" is a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more factors specific to their physical, physiological, genetic, mental, economic, cultural or social identity.

    "Intellectual Property Right" means any intellectual property right, including in particular patents, trademarks, copyrights, designs, know-how, database rights, etc., held exclusively by BRAD TECHNOLOGY.

    "Confidential Information" means the Purchase order, the subscription, the confirmation, the information they contain, the information and alerts provided by BRAD TECHNOLOGY to the Subscriber and Users, including weather archives.

    "Data Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing.

    "Service" means the service provided by BRAD TECHNOLOGY and described in Article 4 (Service Provided by BRAD TECHNOLOGY) below.

    "User" means a natural person authorised to benefit from the Service and designated as such by the Subscriber.

    3. Subscription to the Service

    The Subscriber may subscribe to the Service from BRAD TECHNOLOGY by signing a Purchase order to which these GTS are attached.

    BRAD TECHNOLOGY reserves the right to accept or refuse any subscription if one of the prerequisites in Article 5 is not met.

    Any subscription to the Service is accepted by BRAD TECHNOLOGY intuitu personae, and the benefit of the Contract may not be assigned or otherwise transferred by the Subscriber to anyone without the prior written consent of BRAD TECHNOLOGY.

    BRAD TECHNOLOGY is authorised to subcontract the Contract to any third party of its choice and may freely assign or otherwise transfer the Contract to any third party of its choice, subject to notifying the Subscriber within a reasonable time.

    4. Service provided by BRAD TECHNOLOGY

    Subject to the specific conditions set out in the purchase order, the "Service" consists of:

    • The rental of one or more connected beacons composed of a housing and two interchangeable stainless-steel probe stems with quick connectors (one 60 cm root probe and one 30 cm litter probe), manufactured in France. This beacon has two batteries.
    • The supply of one or more subscriptions to the services exhaustively listed below:
      • Recording of environmental data:
        • Soil and air temperature and humidity
        • Ambient light (visible spectrum, infrared spectrum, ultra-violet spectrum)
      • Access to the BRAD Application, offering:
        • Dashboard
        • Real-time data visualisation (curves and graphs / maps)
        • Statistical analysis and consolidation
        • Threshold definition
        • Alert notifications
    • Installation of the beacon(s) and their hardware maintenance

    The rental of the beacon(s) and the subscription are inseparable services.

    5. Prerequisites for subscribing to the Service

    In order to subscribe to the Service provided by BRAD TECHNOLOGY, certain prerequisites are essential. The Subscriber declares that, prior to signing these GTS, they have all the following prerequisites:

    • internet access,
    • an Android or iOS computing device,
    • coverage by the LoRaWan network,
    • insurance covering material damage and theft of the beacon. A certificate will also be required by BRAD TECHNOLOGY.

    6. Beneficiaries of the Service

    The Service is provided to the Subscriber and to the Users they have designated in the Purchase Order. Only the Subscriber and these Users may benefit from the Service, to the exclusion of any other person.

    7. Commissioning

    The Service will be commissioned within the period indicated on the Purchase order.

    BRAD TECHNOLOGY will travel on-site to install the beacon. Once it has been installed and is ready to operate, the Subscriber will receive a confirmation email containing a link to activate the Service.

    The commissioning lead time indicated in the Purchase order is indicative and is not a strict deadline. In particular, BRAD TECHNOLOGY cannot be held liable to the Subscriber for any delay not exceeding twenty (20) working days from the delivery date indicated in the Purchase Order. BRAD TECHNOLOGY will inform the Subscriber of any delay. In the event of a delay greater than this period, the Subscriber may request termination of the Contract. Payments already made will then be refunded. This refund will be flat-rate and in full discharge, and the Subscriber may not claim any compensation in this respect.

    BRAD TECHNOLOGY's liability cannot in any event be engaged in the event of delay or suspension of commissioning attributable to the Subscriber or in the event of force majeure.

    Commissioning of the Service will be evidenced by activation of the Subscription by the Subscriber.

    8. Interruption of the Service

    Except in cases of force majeure, in the event of interruption of the Service, BRAD TECHNOLOGY undertakes to do everything possible to restore the Service as soon as possible. In no event can BRAD TECHNOLOGY be held responsible for the unavailability of internet access providers, which are the sole responsibility of the Subscriber.

    9. Financial conditions

    9.1 Price determination

    The financial conditions for the provision of the Service are set out in the Purchase order.

    The prices indicated are stated in euros and exclusive of tax.

    9.2 Price modification

    BRAD TECHNOLOGY reserves the right to unilaterally modify the prices of the Service at any time, particularly in the event of cost increases, it being understood that, in the event of a price increase subsequent to the order, only the price set on the day of that order will be applicable to the Subscriber.

    9.3 Invoicing

    Payment for the subscription to the Service is quarterly and will be made by direct debit on the 1st working day of each calendar quarter.

    On the day the Service is set up, a payment pro-rated to the quarter elapsed between the commissioning date and the last day of the current quarter will be required.

    Invoices are sent quarterly by email and accessible online by the Subscriber on the Application throughout the duration of the Contract.

    9.4 Late payment

    If, on the 1st working day of the quarter, the direct debit could not be carried out, BRAD TECHNOLOGY will immediately inform the Subscriber and ask them to settle the payment without delay.

    If this late payment persists for more than 10 days from the receipt of the email, BRAD TECHNOLOGY reserves the right, on the one hand, to suspend the performance of its obligations under the Contract or to terminate the Contract by operation of law in accordance with Article 16 of these GTS. Furthermore, BRAD TECHNOLOGY will be entitled to require the return of the beacon in perfect condition at the Subscriber's sole expense; any damage will result in a reimbursement of a unit amount of €300 excl. VAT corresponding to the price of the beacon.

    In addition, late-payment penalties calculated at the half-yearly key rate (refinancing rate or Refi) of the European Central Bank (ECB), in force on 1 January or 1 July, plus 10 points, may be required.

    This is without prejudice to any other action that BRAD TECHNOLOGY would be entitled to bring to obtain compensation for its loss.

    10. Liability of BRAD TECHNOLOGY

    These GTS describe all of the obligations and responsibilities of BRAD TECHNOLOGY concerning the provision of the Service. The only obligations and warranties incumbent on BRAD TECHNOLOGY are those expressly stipulated in these GTS, to the exclusion of any others.

    It is in particular noted that meteorological events of an unstable nature are analysed, so that no guarantee can be given as to the accuracy of the Service's forecasts. The Service is therefore primarily a tool to assist anticipation and decision-making, but cannot under any circumstances replace insurance against meteorological phenomena. BRAD TECHNOLOGY cannot be held liable for losses, damages, indirect or consequential damages of any kind, caused by any defect of the Service.

    BRAD TECHNOLOGY will endeavour to maintain access to the Service 24 hours a day, every day of the year, except for network disruptions beyond its control.

    BRAD TECHNOLOGY reserves the right to interrupt access to the Service exceptionally and briefly in order to carry out any maintenance or security operations. The Subscriber will be informed prior to any interruption with an expected duration of more than two (2) hours by email sent at least twenty-four (24) hours before the start of the interruption period. Interruptions must not exceed a maximum of twelve (12) consecutive hours, except in cases of force majeure.

    Since the Subscriber is not a consumer within the meaning of applicable laws (in particular, without limitation, Directive 2011/83/EU of 25 October 2011 and the French Consumer Code), any obligation and/or warranty that could be borne by BRAD TECHNOLOGY under a legal provision of consumer law is excluded.

    11. Subscriber's commitments

    11.1 Use of the service

    Use of the Service is the sole responsibility of the Subscriber. The Subscriber must ensure that the confidentiality of login IDs and passwords is respected by their Users. Login IDs and passwords may only be used to allow Users authorised by BRAD TECHNOLOGY to access the Service, in order to guarantee the security of the Subscriber's data. In the event of a security breach related in particular to the voluntary disclosure or misappropriation of login IDs and passwords, the Subscriber must inform BRAD TECHNOLOGY without delay so that the latter can take any appropriate measures to remedy the security breach.

    11.2 Responsibility for the beacons

    The Subscriber is also responsible for the beacons placed in their custody as part of the performance of the Contract. In this case, the Subscriber will physically identify the beacons as the inalienable property of BRAD TECHNOLOGY. Throughout the performance of the Contract, the Subscriber must ensure their preservation in the best conditions. The Subscriber must take out insurance in their capacity as custodian of the beacons, in particular against theft, loss, fire and water damage. Any damage will result in full reimbursement of the beacon, with a unit price of €300 excl. VAT.

    11.3 Modification of environment and connections

    The Subscriber must inform BRAD TECHNOLOGY of any modification of their environment or connections likely to affect the provision of the Service by BRAD TECHNOLOGY. The Subscriber must inform BRAD TECHNOLOGY of the planned modifications prior to their implementation. If BRAD TECHNOLOGY considers that the planned modification is likely to hinder the proper operation of the Service, and if the Subscriber decides to ignore BRAD TECHNOLOGY's recommendations, BRAD TECHNOLOGY will be released from any liability for malfunctions of the Service originating from the modification made by the Subscriber.

    11.4 Beneficiaries of the service

    The Service is for the sole benefit of the Subscriber and Users. The Subscriber undertakes not to communicate the alerts and weather archives to anyone other than the Users, not to communicate to anyone the login IDs and passwords to access the BRAD application, not to commercialise the Services and, more generally, not to use them in any way contrary to the Contract.

    The Subscriber undertakes that the Users will comply with the provisions of the Contract, in particular (without limitation) the provisions of Articles 6 (Beneficiaries of the Service), 11 (Subscriber's and Users' commitments), 13 (Property) and 14 (Confidentiality) of these GTS.

    Compliance with these undertakings is one of the essential conditions of BRAD TECHNOLOGY's commitment. The Subscriber acknowledges that their non-compliance would cause significant harm to BRAD TECHNOLOGY, authorising it in particular to terminate the Contract by operation of law, under the terms of Article 15 (Termination) below.

    12. Force majeure

    BRAD TECHNOLOGY and the Subscriber will not be held liable for non-performance or delays in the performance of an obligation hereunder that are due to the occurrence of an event of force majeure, as defined by French law. In the event of the occurrence of such an event, the obligations provided for herein will be suspended. If a Party suffers an event of force majeure that continues for more than one (1) month, the other Party may terminate this agreement, without formality or compensation on either side, after sending a registered letter with acknowledgement of receipt to that effect.

    13. Property

    13.1 Ownership of the beacons

    BRAD TECHNOLOGY owns the beacons. At the end of the contract, it remains the sole owner. These GTS do not effect any transfer of ownership.

    13.2 Intellectual property

    BRAD TECHNOLOGY remains the holder of all Intellectual Property Rights it holds on the Service and the equipment (including software and databases) that enables the provision of the Service. No right on the trademark, the software and/or databases, of representation, reproduction, use or otherwise is granted to the Subscriber on these Intellectual Property Rights. BRAD TECHNOLOGY is also the holder of all rights to the data generated and/or collected by the Service, including weather archives, excluding the Personal Data of the Subscriber and Users. BRAD TECHNOLOGY only grants the Subscriber the right of reproduction and representation on a non-exclusive, non-transferable and non-assignable basis, of the Service during the term of the Contract.

    14. Confidentiality

    Each Party undertakes not to use, allow to be used, or disclose to anyone, directly or indirectly, in any form whatsoever, the Confidential Information of the other Party.

    15. Termination – End of the contract

    The Contract may be terminated by one of the parties in the event of non-performance by the other Party of one or more of its obligations (in particular those of Articles 5, 9 and 11).

    This termination will only become effective 30 (thirty) days after the sending by the complaining Party of a registered letter with acknowledgement of receipt setting out the grounds for the complaint, unless, within this period, the defaulting Party has fulfilled its obligations or has provided proof of an impediment due to a case of force majeure. The exercise of this right of termination does not exempt the defaulting Party from fulfilling the obligations contracted up to the date of effect of the termination, without prejudice to the payment of damages owed by the defaulting Party in compensation for any loss suffered by the complaining Party as a result of the early termination of the Contract.

    The Contract may also be terminated before its term, provided that both Parties have mutually consented.

    At the end of the Contract, whatever the cause, the Subscriber undertakes to return the beacons at their own expense within a maximum of fifteen (15) days. Failing this, the Subscriber must pay the unit amount of €300 excl. VAT corresponding to the price of the beacon.

    16. Duration

    The Contract is concluded for an initial period of twenty-four (24) months from the commissioning date of the Service.

    Unless terminated by a party, by registered letter with acknowledgement of receipt and confirmation by email or letter at least three (3) months before the end date of the Contract, it will be automatically renewed for successive periods of twelve (12) months.

    17. Personal Data

    An annex to this Contract contains the information relating to the Subscriber's Personal Data. The Subscriber is invited to refer to it.

    18. Independence of the Parties

    BRAD TECHNOLOGY and the Subscriber are and will remain, throughout the duration of their contractual relations, independent partners. As such, they are neither agents nor employees of each other and will not have the power to bind each other except in the case of an express mandate.

    19. Applicable law – Mediation – Jurisdiction

    The Contract is subject to French law in all its elements, principal, accessory or related, both at the pre-contractual stage of its formation, for its interpretation, during its performance or at its end.

    19.1 Mediation

    Any dispute that may arise between the Parties to this contract, concerning its validity, interpretation, performance or non-performance, interruption or termination, shall, mandatorily and prior to any referral to the court competent to settle the dispute or to an arbitration body, be submitted to a mediation procedure.

    From the date of receipt of the letter from one of the Parties notifying the other of the existence of a dispute, the most diligent Party shall refer the matter to a mediation centre of its choice, provided that the said centre is a member of the National (French) Federation of Mediation Centres.

    Failing to follow this process or in the event of persistent disagreement between the Parties on the designation of the mediation centre, the most diligent party shall refer the matter, by petition or summary proceedings, to the competent judge in the jurisdiction of the address designated below so that the judge designates a mediation centre. The Parties shall request from the Mediation centre designated either by the most diligent party or by the competent judge, the designation of one or two mediators from the list of the said centre.

    In the event of impediment or refusal of the assignment by the designated mediator(s), the President of the Mediation centre shall designate one or two other mediators, having identical qualifications, members of the same Mediation centre. Mediation fees and expenses will be borne in equal parts by each Party, unless otherwise agreed in writing during the mediation process.

    Once the assignment is accepted, the mediator(s) shall invite the Parties to mediation within fifteen (15) days of being seized. It is agreed that the duration of the mediation process may not exceed three (3) months from the deposit of fees and expenses, except with the express agreement of the Parties and the mediator.

    19.2 Jurisdiction

    It is recalled that failure to implement the mandatory mediation prerequisite renders the referral to the judge competent to decide the dispute on the merits inadmissible, and that this omission cannot be regularised during the proceedings. The mediation procedure does, however, suspend the running of the limitation period from the time the aforementioned Mediation Centre is seized until the drafting of an act by the said Centre noting the failure of the mediation.

    Failing agreement between the Parties within the aforementioned three (3) month period, the dispute will be brought by the most diligent Party before the Commercial Court of Avignon to which the Parties grant exclusive jurisdiction.

    Annex on the protection of the Subscriber's personal data

    BRAD TECHNOLOGY undertakes in its capacity as Data Controller to ensure that the collection and processing of the Subscriber's Personal Data complies with Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR") and the French Data Protection Act No. 78-17 of 6 January 1978 (hereinafter "Data Protection Act").

    1. Who collects and processes the Subscriber's Personal Data?

    The Subscriber's Data is collected and processed by BRAD TECHNOLOGY SAS with capital of €10,000, registered with the RCS of AVIGNON under number 850 947 300 00016, 20 Avenue des Érables 84000 AVIGNON, which has the status of Data Controller.

    2. What types of Data?

    As the case may be, BRAD TECHNOLOGY processes the Subscriber's personal data to allow them to subscribe to the Service, create an account, access it and use the Service offered.

    BRAD TECHNOLOGY is therefore likely to collect and process:

    • Identification data: first and last name of the manager, first and last name of the contact
    • Contact data: phone number of the contact, email address
    • Navigation and analytics data

    The mandatory or optional nature of the Data is indicated to the Subscriber at the time of collection by an asterisk. Some data is collected automatically as a result of the Subscriber's actions on the Application.

    The Data, or a category of Data, will only be processed if strictly necessary for the purpose pursued.

    3. When?

    The information provided by the Subscriber is collected in particular when:

    • The Subscriber places an order
    • When the account is created
    • When using the Service

    4. Why does BRAD TECHNOLOGY collect this data?

    BRAD TECHNOLOGY only processes Personal Data for specified, explicit and legitimate purposes.

    In the context of the performance of the contract, the processing of Personal Data is necessary for the performance of the contract that binds BRAD TECHNOLOGY to the Subscriber. The latter has consented to such processing for the proper performance and monitoring of the contract as well as to ensure a good contractual and commercial relationship.

    In the context of BRAD TECHNOLOGY's legitimate interest, processing may be carried out for the proper functioning of the Services. In particular for a commercial, marketing interest that is justified and balanced and that does not infringe the Subscriber's privacy.

    BRAD TECHNOLOGY may also process this Personal Data for evidentiary purposes and in compliance with its legal obligations.

    5. Retention period

    The Subscriber's Personal Data is kept for the time necessary to accomplish each of the purposes mentioned above. In any case, throughout the duration of the Contract.

    This Data is then archived with restricted access for an additional period for limited reasons authorised by law (payment, warranty, disputes, etc.). After this period, it will be deleted.

    6. Recipients of Personal Data

    The Data collected is intended for the internal services of BRAD TECHNOLOGY and for its own technical subcontractors-providers who process it on behalf of BRAD TECHNOLOGY, according to the latter's instructions.

    The Personal Data processed may also be transmitted to competent authorities, upon their request, in the context of judicial proceedings, judicial investigations, and authority information requests, or to comply with other legal obligations.

    7. Transfer outside the European Union

    Data is processed and hosted on servers located in the European Union. No transfer will be made outside the European Union.

    8. Subscriber's rights and how to exercise them

    The Subscriber has a right of access, rectification, restriction, deletion and portability of personal information concerning them, as well as the possibility of objecting to the processing of their data, which they may exercise at any time through this email address: data@brad.technology.

    The Subscriber may also issue directives on the retention, deletion or communication of their personal data after their death.

    In order to allow a quick response, the Subscriber must indicate their customer reference, name, first name, email and address, specifying the means of contact to which the response should be sent (email, postal address).

    A response will then be sent within one month of receipt of the request. However, this period may be extended by two (2) months, given the complexity of the request or the number of requests. In this case, BRAD TECHNOLOGY undertakes to inform the Subscriber of the reason for the postponement within one (1) month of receipt of the request.

    If these exchanges have not been satisfactory, the Subscriber has the possibility of lodging a complaint with the Commission Nationale de l'Informatique et des Libertés (CNIL), the supervisory authority in charge of compliance with obligations regarding personal data in France.

    9. Data security

    BRAD TECHNOLOGY undertakes to put in place the necessary protection measures to preserve the confidentiality and security of the personal data processed and to prevent it from being altered, damaged, destroyed, or accessed by unauthorised third parties.