These General Terms and Conditions of Service (“the T&Cs”) define the conditions for subscribing to the BRAD service, a system for monitoring and analyzing data from agricultural crops (“the Service”) offered by BRAD TECHNOLOGY.
BRAD TECHNOLOGY is a simplified joint-stock company with a capital of €70,000 whose registered office is 20 Avenue des Erables 84000 AVIGNON, registered under number 850 947 300 00016 RCS AVIGNON (“BRAD TECHNOLOGY”). p>
These T&Cs apply to the Service provided by BRAD TECHNOLOGY to the Subscriber and Users. They constitute the basis of the commercial negotiation, in accordance with article L. 441-6 of the Commercial Code, between BRAD TECHNOLOGY and the Subscriber. The Subscriber declares to have read the T&Cs and to have accepted them without reservation before placing an order by signing the quote or the order form. Consequently, the fact of placing an order implies the Subscriber’s full and unreserved acceptance of these T&Cs, to the exclusion of all other documents such as prospectuses, catalogs, issued by BRAD TECHNOLOGY. These last documents having only an indicative value. No particular condition can, except formal and written acceptance of BRAD TECHNOLOGY, prevail over the present CGS.
” Subscriber ” designates the natural or legal person who subscribes to the subscription and who acts for purposes that fall within the scope of his commercial, industrial or liberal activity.
“Application” means the interface made available to the Subscriber by BRAD TECHNOLOGY to access the Service.
“ Order Form » : refers to the Service subscription application form signed by the Subscriber.
“Contract” refers to the whole consisting of the order form and these T&Cs.
“ Personal Data” means any Data relating to an identified or identifiable natural person. An “identifiable natural person” is deemed to be 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 to one or more specific elements specific to its physical, physiological, genetic, psychic, economic, cultural or social identity.
« Intellectual Property Rights » means any intellectual property right, including in particular patents, trademarks, copyrights, designs and models, know-how, rights to databases, etc. exclusively owned by BRAD TECHNOLOGY.
Confidential Information » means the Order Form, subscription, confirmation, information contained therein, information and alerts provided by BRAD TECHNOLOGY to Subscriber and Users, including weather records.
” 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 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 authorized to benefit from the Service and designated as such by the Subscriber.
3. Subscription to the Service
The Subscriber may subscribe to the Service with BRAD TECHNOLOGY by signing an Order Form to which are attached these T&Cs.
BRAD TECHNOLOGY reserves the right to accept or refuse any subscription if one of the prerequisites of article 5 is not fulfilled.
Any subscription to the Service is accepted by BRAD TECHNOLOGY intuitu personae, and the benefit of the Agreement may not be assigned or otherwise transferred by the Subscriber to anyone without the prior written consent of BRAD TECHNOLOGY.
BRAD TECHNOLOGY is authorized 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.< /p>
4. Service provided by BRAD TECHNOLOGY
Subject to the specific conditions set out in the order form, the “Service” consists of:
- The rental of one or more connected beacons consisting of a box and two interchangeable stainless steel probe feet with quick connector (one 60 cm root probe and the other 30 cm litter probe) of manufacture French. This beacon has two batteries.
- The provision of one or more subscriptions to the services listed exhaustively below:
- The statement of environmental data:
- Temperature and humidity of soil and air
- Ambient luminosity (visible spectrum, infrared spectrum, ultraviolet spectrum)
- Access to the BRAD Application offering:
- Visualization of data in real time (via curves and graphs/maps)
- Statistical analysis and consolidation
- Definition of thresholds
- Alert notification
- The installation of the beacon(s) as well as their material maintenance
The rental of the beacon(s) and the subscription to the subscription are inseparable services.
5. Essential prerequisites for subscribing to the Service
In order to qualify for subscription to the Service provided by BRAD TECHNOLOGY, certain prerequisites are essential. The Subscriber thus declares that, prior to the signing of these T&Cs, he/she has all of the following prerequisites:
- internet access,
- computer terminal running Android or iOS,
- network coverage LoRaWan,
- insurance covering material damage and theft of the tag. 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 he has designated in the Order Form. Only the Subscriber and these Users can benefit from the Service, to the exclusion of any other person.
The Service will be put into service within the period indicated on the Order Form.
BRAD TECHNOLOGY will be on site for the installation of the beacon. Once it is installed and ready to work, the Subscriber will receive a confirmation email which will contain a link for activating the Service.
The commissioning time indicated in the Order form is indicative and does not constitute a strict deadline. In particular, BRAD TECHNOLOGY cannot be held liable with regard to the Subscriber in the event of a delay not exceeding twenty (20) Business Days from the delivery time indicated in the Order Form. BRAD TECHNOLOGY will notify Subscriber of any delays. In the event of a delay exceeding the aforementioned period, the Subscriber may request the termination of the Contract. Payments already made will then be returned to him. This refund will be a fixed and liberating nature and the Subscriber may not claim any compensation in this respect.
BRAD TECHNOLOGY cannot be held liable in the event of delay or suspension of commissioning attributable to the Subscriber or in the event of force majeure.
The commissioning of the Service will be confirmed by the activation of the Subscription by the Subscriber.
8. Interruption of Service
Except in cases of force majeure, in the event of an interruption of the Service, BRAD TECHNOLOGY undertakes to make every effort to restore the Service as soon as possible. Under no circumstances can BRAD TECHNOLOGY be held responsible for the unavailability of internet service providers, which are the sole responsibility of the Subscriber.
9. Financial conditions
The financial conditions for the provision of the Service are mentioned in the Order Form.
The prices indicated are indicated in euros and excluding taxes.
9.2 Price change
BRAD TECHNOLOGY reserves the right to unilaterally modify the prices of the Service at any time, in particular in the event of an increase in costs, it being understood that, in the event of an increase in prices subsequent to the order, only the price fixed at date of this order will be applicable to the Subscriber.
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 of the implementation of the Service, a payment in proportion to the quarter elapsed between the date of commissioning 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 made, BRAD TECHNOLOGY will immediately inform the Subscriber, asking him to proceed to payment without delay.
If this delay in payment persists beyond 10 days from receipt of the email, BRAD TECHNOLOGY reserves the right to suspend the performance of its obligations under the Contract or to automatically terminate the Contract in accordance with Article 16 hereof. In addition, BRAD TECHNOLOGY will be entitled to demand the return of the beacon in perfect condition at the exclusive expense of the Subscriber, any deterioration resulting in a refund of a unit amount of €300 excluding tax corresponding to the price of the beacon. p>
In addition, late payment penalties calculated at the semi-annual key rate (refinancing rate or Refi) of the European Central Bank (ECB), in force on January 1 or July 1, plus 10 points, may be required.
And this, without prejudice to any other action that BRAD TECHNOLOGY would be entitled to bring to obtain compensation for its damage.
10. Responsibility of BRAD TECHNOLOGY
These T&Cs describe all of BRAD TECHNOLOGY’s obligations and responsibilities regarding the provision of the Service. The only obligations and warranties incumbent on BRAD TECHNOLOGY are those expressly stipulated in these T&Cs, to the exclusion of any other.
It is reminded in particular that weather events of an unstable nature are analyzed so that no guarantee can be given as to the accuracy of the forecasts of the Service. The Service is therefore above all a tool to help with anticipation and decision-making, but can in no way replace insurance against weather phenomena. BRAD TECHNOLOGY shall not be liable for any loss, damage, incidental or consequential damages of any kind caused by a defect in the Service.
BRAD TECHNOLOGY will endeavor to maintain access to the Service 24 hours a day, every day of the year, except disruption of networks 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 interventions. The Subscriber will be informed prior to any in interruption of a planned duration of more than two (2) hours by e-mail 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.
As the Subscriber is not a consumer within the meaning of applicable laws (in particular, without limitation, Directive 2011/83/EU of October 25, 2011 and the Consumer Code), any obligation and/or warranty that could be the responsibility of BRAD TECHNOLOGY under a legal provision of consumer law is excluded.
11. Subscriber Commitments
11.1 Using the Service
Use of the Service is the sole responsibility of the Subscriber. The Subscriber must ensure that the confidentiality of login credentials and passwords is respected by its Users. Identifiers and passwords can only be used to allow access to the Service for Users authorized by BRAD TECHNOLOGY, in order to guarantee the security of the Subscriber’s data. In the event of a security failure related in particular to the voluntary communication or misuse of identifiers and passwords, the Subscriber must inform BRAD TECHNOLOGY without delay so that the latter can take any appropriate measure to remedy the security breach.
11.2 Responsibility for tags
The Subscriber is also responsible for the beacons placed in his custody as part of the execution of the Contract. In this case, the Subscriber will ensure to physically identify the tags as being the elusive property of BRAD TECHNOLOGY. Throughout the performance of the Contract, the Subscriber must provide for its conservation in the best conditions. The Subscriber must take out insurance in his capacity as guardian of the beacons, in particular against theft, loss, fire and water damage. Any deterioration will result in the full reimbursement of the beacon, the unit amount of which is at €300 excl. VAT
11.3 Changing the environment and connections
The Subscriber must inform BRAD TECHNOLOGY of any change in its environment or its connections likely to have an impact on 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 deems that the proposed modification is likely to interfere with the proper functioning of the Service, and if the Subscriber decides to override BRAD TECHNOLOGY’s recommendations, the latter will be released from all liability for the malfunctions of the Service finding their source in 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 weather alerts and archives to anyone other than the Users, not to communicate to anyone the identifiers and passwords to access the BRAD application, not to market the Services and more generally not to use them in any way that would be contrary to the Contract.
The Subscriber is responsible for the respect of the provisions of the Contract by the Users, in particular (without limitation), with regard to the provisions of Articles 6 (Beneficiaries of the Service), 11 (Commitments of Subscriber and Users), 13 (Property) and 14 (Confidentiality) of these T&Cs.
Compliance with these commitments is one of the essential conditions of BRAD TECHNOLOGY’s commitment. The Subscriber acknowledges that their non-compliance would cause significant damage to BRAD TECHNOLOGY, authorizing it in particular to terminate the Contract as of right, according to the terms of Article 15 (Termination) below.
12. Force majeure
BRAD TECHNOLOGY and the Subscriber will not be held responsible for the non-execution or delays in the execution of an obligation hereof which would be due to the occurrence of a case 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 which continues for more than one (1) month, the other Party may terminate the present, without formality or compensation on either side after sending a registered letter with acknowledgment of receipt to this effect.
13.1 Property of tags
BRAD TECHNOLOGY owns the beacons. At the end of the contract, the latter remains the sole owner. These do not operate any transfer of ownership.
13.2 Intellectual Property
BRAD TECHNOLOGY remains the owner of all the Intellectual Property Rights it holds on the Service and the equipment (including software and databases) that allow the provision of the Service. No right either to the brand, or to the software and/or databases, representation, reproduction, use or other, is granted to the Subscriber on these Intellectual Property Rights. BRAD TECHNOLOGY also holds all rights to the data generated and/or collected by the Service, including the weather archives, excluding the Personal Data of the Subscriber and Users. BRAD TECHNOLOGY only grants the Subscriber the sole right of reproduction and representation on a non-exclusive basis, non-transferable and non-assignable, of the Service during the term of the Contract.
Each Party is prohibited from using, allowing to be used or revealing to anyone, directly or indirectly, in any form whatsoever, the Confidential Information of the other Party.
15. Termination – End of 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 not become effective until 30 (thirty) days after the sending by the complaining Party of a registered letter with acknowledgment of receipt setting out the grounds for the complaint, unless, within this period, the defaulting Party does not has fulfilled its obligations or has provided proof of an impediment resulting from 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 effective date of the termination, and this, without prejudice to the payment of damages due by the defaulting Party in compensation for any damage 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 the two Parties have mutually consented thereto.
At the end of the Contract, whatever the cause, the Subscriber undertakes to return the beacons at his own expense within a maximum period of fifteen (15) days. Failing this, the Subscriber must pay the unit amount of €300 excluding VAT corresponding to the price of the beacon.
The Contract is concluded for an initial period of twenty-four (24) months from the date of commissioning of the Service.
Unless terminated by a party, by registered letter with acknowledgment of receipt and confirmation by e-mail 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 ) month.
17. Personal Data
An annex to this Agreement contains information relating to the Subscriber’s Personal Data. The latter is invited to refer to it.
18. Independence of Parties
BRAD TECHNOLOGY and the Subscriber are and will remain, for the duration of their contractual relationship, independent partners. As such, they are neither an agent nor an employee of the others and will not have the power to bind the others except in the case of an express mandate.
19. Applicable law – Mediation – Jurisdiction
The Contract is subject to French law in all its principal, accessory or related elements, both at the pre-contractual stage of its formation, for its interpretation, during its execution or at its end.
Any dispute that may arise between the Parties to this contract, regarding its validity, its interpretation, its execution or its non-execution, its interruption or its termination, will be, obligatorily and prior to any referral to the competent court to settle the dispute or to an arbitration body, subject 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 will refer to a mediation center of its choice provided that said center is member of the (French) National Federation of Mediation Centers.
Failing to follow this process or in the event of persistent disagreement between the Parties on the designation of the mediation center, the most diligent party will seize, on request or by way of summary, the competent judge within the jurisdiction of the election of domicile below so that it designates a mediation centre. The Parties shall request from the Mediation Center designated either by the most diligent party or by the competent judge, the appointment of one or two mediators from the list of said center.
In the event of impediment or refusal of the mission by the appointed mediator(s), the President of the Mediation Center will appoint one or two other mediators, with identical qualifications, members of the same Mediation Center. The mediation costs and compensation will be borne equally by each of the Parties, unless otherwise agreed in writing during the mediation process.
Once his mission has been accepted, the mediator(s) will invite the Parties to mediation within fifteen (15) days of his referral. It is agreed that the duration of the mediation process may not exceed three (3) months from the deposit of the costs and compensation, unless expressly agreed by the Parties and the mediator.
It is reminded that the absence of implementation of the mandatory prerequisite of mediation makes it inadmissible to refer the matter to the judge competent to settle the dispute on the merits, and that this omission cannot be regularized during the proceedings. The mediation procedure, however, suspends the course of the prescription from the referral to the aforementioned Mediation Center until the drafting of an act noting the failure of the mediation emanating from the said Center.
In the absence of 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.>
Appendix relating to the protection of the subscriber’s personal data
BRAD TECHNOLOGY undertakes in its capacity as Data Controller 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 April 27, 2016 relating to the protection of natural persons with regard to the processing of personal data and to the free movement of such data (hereinafter referred to as the “GDPR”) and to Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms (hereinafter “Data Protection Act”).
1. Who collects and processes Subscriber Personal Data?
Subscriber Data is collected and processed by BRAD TECHNOLOGY SAS with a 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 quality Responsible for this treatment.
2. What types of Data?
Depending on the case, BRAD TECHNOLOGY processes the Subscriber’s personal data to enable him 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: name first name of the manager, last name first name of the contact
- Contact data: contact telephone number, email address
- Browsing and analytics data
The mandatory or optional nature of the Data is indicated to the Subscriber during 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 they are strictly necessary for the purpose pursued.
The information that the Subscriber provides is collected in particular when:
- The Subscriber places an order
- When creating the account
- When using the Service
Why does BRAD TECHNOLOGY collect this data?
BRAD TECHNOLOGY only processes Personal Data for specified, explicit and legitimate purposes.
As part of the execution of the contract, the processing of Personal Data is necessary for the execution of the contract which binds BRAD TECHNOLOGY to the Subscriber. The latter has consented to such processing for the proper execution and monitoring of the contract as well as to ensure a good contractual and commercial relationship.
Within the framework of the legitimate interest of BRAD TECHNOLOGY, processing may be carried out, for the proper functioning of the Services. In particular for a commercial or marketing interest which is justified and balanced and which does not infringe the privacy of the Subscriber.
BRAD TECHNOLOGY may also process this Personal Data for evidential purposes and in the context of compliance with its legal obligations.
The shelf life
The Subscriber’s Personal Data is kept for the time necessary to fulfill each of the purposes mentioned above. In any case, for the entire duration of the performance of the Contract.
These Data are then archived with restricted access for an additional period for limited reasons authorized by law (payment, warranty, disputes, etc.) After this period, they will be deleted.
Recipients of Personal Data
The Data collected is intended for the internal departments of BRAD TECHNOLOGY and its own subcontractors-technical service providers who process them on behalf of BRAD TECHNOLOGY, according to the instructions of the latter.
The Personal Data processed may finally be transmitted to the competent authorities, at their request, in the context of legal proceedings, in the context of legal research and requests for information from the authorities or in order to comply with other legal obligations.
Transfer outside the European Union
The Data is processed and hosted on servers located in the European Union. No transfer will be made outside the European Union.
Subscriber rights and how to exercise them
The Subscriber has a right of access, rectification, limitation and deletion, portability of personal information concerning him, as well as the possibility of opposing the processing of his data, which he can exercise at any time through this email address: <firstname.lastname@example.org.>
The Subscriber may also issue instructions on the retention, deletion or communication of his personal data after his death.
In order to allow a quick response, the Subscriber must indicate his customer reference, surname, first name, e-mail and address, specifying the means of contact to which the response should be sent (e-mail, postal address).
An answer 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 National Commission for Computing and Liberties (CNIL), the supervisory authority in charge of compliance with the obligations in personal data in France.
BRAD TECHNOLOGY undertakes to put in place the necessary protective measures to preserve the confidentiality and security of the personal data processed and to prevent them from being altered, damaged, destroyed or accessed by unauthorized third parties.