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Terms and conditions

Contents

Updated December 13, 2018

1. The Contract

1.1 FieldSense A / S, CVR no. 36393025, Agro Food Park 13, 8200 Aarhus N (hereinafter “FieldSense”) makes a number of software services (hereinafter collectively “the Application”) available to customers (the “Customer”) who wish to use the software. The application consists of a number of products (or packages) which are selected individually. Some products have an associated physical product (hereinafter collectively “Hardware”) which is included in the total product. A subscription is taken out for each product, which is prepaid for a period (hereinafter “Subscription period”), which appears when ordering the product.

1.2 These terms and conditions (hereinafter “the Terms and Conditions”) apply between FieldSense and the Customer.

1.3 The terms are accepted by (i) use of the Application on www.fieldsense.dk, smartphone or tablet, or by (ii) consent in connection with creation as a user or (iii) otherwise express acceptance thereof. If you do not accept the Terms, you must immediately stop using the Application.

2. Duration

2.1 The subscription takes effect from order – or at the later date agreed in writing – and runs until terminated in accordance with the Terms. If the product contains Hardware, the subscription will take effect when the Hardware is delivered.

2.2 If the subscription is terminated or ceases in some other manner, the Customer shall return the Hardware to FieldSense in accordance with 10.2.

3. Prices and Changes

3.1 The current subscription prices for the products will appear when ordering and will be available at www.fieldsense.dk. For some products, there may be a start-up fee. All prices quoted are excl. VAT.

3.2 FieldSense can revise prices and other terms and conditions of subscription upon giving 1 month’s notice to the start of a calendar month, including content, number of hectares included, number of users/devices, functionality etc.

3.3 FieldSense is constantly working to improve the Application and the services made available to the Customer. It is therefore necessary that the Application is continuously updated or changed. Such updates or changes may be made without prior notice.

3.4 Continued use of the Application after the Terms and Conditions have been revised represents acceptance of such revisions. The Customer is obliged to keep updated in relation to revised Terms and Conditions, which are regularly made available on FieldSense’s website.

3.5 In the event of updates to the Application or revisions of the Terms and Conditions that significantly affect the functionality of the Application, or a change of subscription prices, the Customer can terminate the Subscription up to the beginning of a new Subscription Period with a shorter notice period of one month to the start of a calendar month.

4. Payment Terms

4.1 Invoices and other communications with the Customer will be sent to the email address registered by the Customer. The Customer is responsible for updating its own contact details, and ensuring they are correct at all times.

4.2 Payment terms are 30 days. In the event of late payment, a reminder will be sent, and interest will be charged in accordance with the rules of the Danish Interest Act and a reminder fee of DKK 100.

4.3 If payment is still not received within 14 days of the first reminder, the Customer’s access to the Application and all services will be cut off. Access to the Application will not be re-established until all overdue payments (including interest and costs) are paid. FieldSense reserves the right to demand payment in advance after access to the Application has been cut off.

5. Subscription

5.1 According to the Terms and Conditions, FieldSense will grant the Customer non-exclusive and limited period access to use the Application, made available online as software-as-a-service. Access to the Application and the product is contingent on the Customer’s regular payment of the subscription. The Customer is granted no rights to the Application or parts thereof, and use of the Application is strictly limited to the Customer’s own business.

5.2 The Customer’s subscription gives the Customer access to use one or more products in the Application for the number of users, hectares, monitoring analyzes, etc. that appear in the selected subscription solutions.

5.3 The customer can purchase additional subscription solutions. Some solutions / services may be subject to individual terms that must be accepted when purchasing such services. These separate terms take precedence over these Terms.

5.4 When the product contains Hardware, FieldSense will provide the Hardware to the Customer during the Subscription Period as part of the subscription. The Customer has an exclusive right to use the specific Hardware as part of the subscription. The Hardware belongs to FieldSense, and the Customer is only granted the right to use it as part of the subscription.

6. The Customer’s Use of the Application

6.1 The Customer is not entitled to give any third party access to the Application, if such a third party is not part of the Customer’s business operations. The Customer is responsible for any use or abuse of its login details. The customer guarantees and is responsible for any (mis)use of his login information.

6.2 If the Subscription is for a number of different accounts, the Customer is exclusively entitled to set up accounts for third parties working directly with the Customer’s business operations.

6.3 The Customer can give its Consultants access to its data through the Application. Such access is contingent on such Consultants having their own FieldSense account. It is a prerequisite that the Advisor has his own FieldSense account.

6.4 The Customer is not entitled to assign its rights according to the Terms and Conditions to a third party in whole or part.

6.5 The Application can only be used for its intended purpose, and no automated extraction of data can be made from the Application, nor other online access given to the Application and the data it contains. The Customer cannot disclose or publish large amounts of data from the Application to a third party, unless for the sole purpose of internal use for the Customer’s own business operations.

7. Data

7.1 The Customer owns and has the unlimited right of disposition to its own data entered into the Application. FieldSense cannot guarantee that the Customer can export its data at the end of the subscription.

7.2 Analyses, maps, data gathered by the Hardware etc. provided to the Customer via the Application are owned by FieldSense and are provided to the Customer for use of the Application. Some of the maps and other data can originate from external sources, where FieldSense has the rights to provide such data to the Customer via the Application.

7.3 FieldSense undertakes no obligation to store or secure the Customer’s data after the termination of the subscription. FieldSense will, however, strive for the Customer’s data to be stored for up to 30 days after the termination of the subscription. It is the Customer’s responsibility to make the necessary extracts of the Customer’s own data before the termination of the subscription.

7.4 FieldSense is at all times entitled to use the Customer’s data in anonymised form for the purpose of improving the Application and the products, as well as to use the data for statistics and analysis purposes, including when selling anonymised statistics and data to third parties.

7.5 FieldSense is entitled to use subcontractors for running, developing and updating the Application, including storage of the Customer’s data.

8. Data Security

8.1 FieldSense has taken reasonable and normal technical and organisational security precautions against the deliberate or illegal destruction, loss or degrading of the Customer’s data in the Application, and against being disclosed to any unauthorised third party or abused in any other manner.

9. Uptime

9.1 FieldSense aims for an uptime of the application of at least 98%, but does not guarantee this. The application is delivered as is and exists, and FieldSense disclaims any responsibility for the operational stability of the Application. Reservations are also made for lost or slow data connection to Hardware, as damage or defects may occur to the Hardware or the connection itself may be unstable or disconnected.

9.2 Planned disruptions, including maintenance and updates, will primarily be placed between the hours of 00.00-04.00 CET. FieldSense will endeavor to give at least 24-hours prior notice of any disruptions outside this period. In the event of interruptions outside this period, FieldSense strives to give prior notice with at least 24 hours notice.

9.3. Regardless of 9.2, FieldSense can with a very short deadline, e.g. for security reasons, may be forced to suspend access to the Application or certain features due to required updates, etc. of the Application and / or FieldSense’s operating environment to avoid loss and damage. FieldSense will as far as possible inform about this per email, including the expected duration of the obstacle.

10. Hardware

10.1 FieldSense owns all Hardware included in the Products.

10.2 Hardware is delivered to the Customer at the agreed address. Expenses for transportation to the Customer are borne by FieldSense. Expenses for any transport of Hardware from the Customer to FieldSense e.g. in connection with updating, repairing or replacing Hardware is held by the Customer regardless of the reason for the return. Unless otherwise agreed in writing, Hardware will be sent to the FieldSense Headquarters address. The return of the Hardware is at the Customer’s risk and the Hardware must be packed properly.

10.3 Some types of Hardware, such as batteries and special sensors, have a limited life. FieldSense is responsible for determining when Hardware needs service or updating to ensure the desired functionality. FieldSense sends a message to the Customer either by email or in the Application when the Hardware that the Customer has in connection with the Application is to be serviced or updated. The Customer is responsible for sending the Hardware to FieldSense within 45 days of this notice. Once FieldSense has received the Hardware, FieldSense sends the Hardware for replacement. Shipping takes place in accordance with 10.2.

10.4 In the event that Hardware is damaged during normal use, Customer must report this to FieldSense support. Customers must then return the Hardware to FieldSense for replacement in accordance with 10.3.

10.5 In the event that the Hardware is damaged by sudden damage, e.g. weather, vandalism or theft, the Customer is required to pay a new start-up fee as well as a one-year subscription for the product related to the Hardware in accordance with the prices in force at the time. In the event of repeated instances, FieldSense reserves the right to terminate the subscription without notice. In the event of damage due to the Customer’s circumstances, e.g. Customer’s collision or non-compliance with the maintenance guidelines, FieldSense is entitled to invoice a new start-up fee as well as a one-year subscription for the product related to the Hardware. FieldSense then sends new Hardware to the Customer.

10.6 The Customer shall treat the Hardware with care, only use it for its intended purpose and with the Application, and shall maintain the Hardware in accordance with the description provided with the Hardware or that may have been sent later by FieldSense.

10.7 FieldSense does not provide any on-site service to the Customer. The customer is responsible for setup, disassembly and troubleshooting according to the descriptions that came with the Hardware or FieldSense’s later updates and guidelines. On-site troubleshooting is thus performed by the Customer, and if necessary, the Customer must remove, package and return the Hardware to FieldSense.

11. Intellectual Property Rights

11.1 The Application and the information, analyzes and map data that can be accessed via the Application, as well as all databases consisting of collected data, are protected under copyright law and other intellectual property rights and belong unrestricted to FieldSense or its partners, and the Customer acquires no intellectual property rights to the Application or underlying information, analyzes, map data, databases, etc., but only a time-limited right of use in accordance with these Terms.

11.2 The Customer shall inform FieldSense of any infringement of FieldSense’s intellectual property rights that the Customer becomes aware of.

12. Transfer of Rights and Undertakings

12.1 FieldSense can transfer its rights and undertakings in accordance with the Terms and Conditions to a third party without prior consent.

12.2 The Customer cannot transfer its subscription and/or rights and undertakings in accordance with the Terms and Conditions to a third party.

13. Disclaimer

13.1 FieldSense only sets the Application incl. Hardware and the services, analyzes and data contained therein are available as they are and exist and do not guarantee that the data is 100% accurate or correct. It is only a tool. The Customer is responsible for the conclusions and actions it takes on the basis of such data, as the data can only form the basis for conclusions or actions on the basis of the Customer’s own interpretation thereof. FieldSense assumes that Application data is used only by professional and competent persons. The application presents a number of indicative recommendations. The customer is responsible for the actions he takes on the basis of the guiding recommendations.

13.2 FieldSense disclaims any responsibility in connection with the use of the Application, including for operating losses, production losses, consequential damages or other indirect losses, loss of data, or other losses as a result of the Customer’s use of the available analyzes, recommendations and data.

13.3 FieldSense also disclaims any responsibility in relation to the use of the Application in connection with compensation and insurance cases, where the Application and the services and data contained therein are used as evidence.

13.3 Regardless of the type of loss or grounds for liability, FieldSense’s total liability in terms of an amount cannot exceed the Customer’s subscription payments to FieldSense for the 12 months prior to the occurrence of the liability-incurring event.

13.4 The above disclaimer and limitations also apply in the event of product liability, unless mandatory legal rules prevent such disclaimers and limitations. The limitations cannot apply when FieldSense has acted grossly negligent or intentionally. The restrictions do not apply to the extent that FieldSense may have acted with gross negligence or willful misconduct.

14. Duty of Confidentiality

14.1 FieldSense has a duty of confidentiality regarding any information which it may obtain about the Customer, unless such information is publicly available, or unless FieldSense is obliged to disclose the information in accordance with law or by order of a court.

15. Duration and Termination of Subscription

15.1 The subscription period is 12 months, and if the subscription has not been terminated beforehand, cf. 15.2, the subscription is automatically extended with a new subscription period. A longer subscription period or a longer binding period for the first period may have been agreed between the parties.

15.2 The Customer can contact Customer Service to terminate or change its subscription upon giving 1 months’ notice to the end of the Subscription Period. FieldSense can terminate the subscription upon giving 3 months’ notice to the end of a Subscription Period.

15.3 In the event of material breach of the Terms and Conditions by a Party, the other Party can cancel all subscriptions, providing the party in breach fails to remedy the situation within 14 days of a request to do so by the other Party.

15.4 In the event of premature termination by the Customer, ref. Clause 3, or the Customer’s termination of the subscription, FieldSense shall refund the prepaid element of the unused element of the subscription as soon as possible.

16. Jurisdiction and Court of Venue

16.1 The Terms and the parties ‚legal relationship in general are subject to Danish law, and any dispute arising from the parties‘ cooperation, including the Terms or use of the Applications, must be brought before the district court at FieldSense’s domicile.

17. Email Communication

17.1 FieldSense reserves the right to send news articles, blog updates and other marketing materials via email to the Customer, e.g. when there are updates to the Application, new product launches, etc.

The Terms and Conditions are version 3.1. and are valid from 15-08-2019 and replace previous terms and conditions.

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