Effective date: 19/01/2023
Article 1 - Purpose
ALVIE 1 (hereinafter “ALVIE”) operates a solution called HYGO (hereinafter the “Solution”), which is made available to farmers (hereinafter the “Customers”) under a licence accessible in “Software as a Service” (SaaS) mode, in order to access and manage their use of inputs with the help of sensors made available to them by ALVIE (hereinafter the “Sensors”).
ALVIE's services are offered through various subscription plans (hereinafter the “Subscription”).
The Sensors collect geolocated weather data during agricultural spraying operations and record the operations together with their exact external conditions. They must be used in conjunction with the Solution.
The Solution consists of:
- a web application (hereinafter the “Webapp”), enabling (i) the configuration of the Customer's Account and (ii) the consultation and export of traceability records,
- and a mobile application (hereinafter the “Application”), designed to help the Customer optimise spraying and save time in organising their work. The features covered by the Application depend on the Subscription taken out by the Customer.
The use of the Sensors and of the Solution constitute the services offered by ALVIE (hereinafter the “Services”).
One of the Subscription offers, called Agrométéo +, is provided without a Sensor. For that offer, none of the provisions herein relating to the Sensors apply.
Article 2 - Operator of the Services, contact
The Services are operated by ALVIE 1, a SAS registered with the Orléans Trade and Companies Register (RCS) under number 884 552 902, whose registered office is located at Immeuble Val de Loire, 4 passage de la Râpe, CS31635, 45000 Orléans.
ALVIE can be contacted at the following address: Immeuble Val de Loire, 4 passage de la Râpe, CS31635, 45000 Orléans - info@alvie.fr
Article 3 - Contractual documents
The contractual relationship between the Customer and ALVIE is governed by:
- The quotation (the “Quotation”): It is drawn up on the basis of the Customer's needs. The Quotation sets out in particular the price, the order of Sensors and the place of delivery and the expected delivery times. Unless otherwise stated, the Customer must accept it in writing within 30 days. This acceptance constitutes acceptance of the General Terms and Conditions. In the event of any conflict, the Quotation prevails.
- The general terms and conditions (the “General Terms and Conditions”): They define the terms of use of the Services and the respective obligations of the parties.
The General Terms and Conditions form, together with the Quotation, an indivisible contractual whole (hereinafter the “Contract”).
Article 4 - Access to the Services
4.1 Legal capacity
The Services are available to any natural person with full legal capacity and to any legal entity acting through a duly authorised natural person.
4.2 Services intended for professionals
The Services are intended exclusively for professionals.
Article 5 - Registration on the Solution
5.1
Use requires registration on the Webapp portal. The Customer must provide their surname, first name, email address and password. Registration results in the opening of an Account and access to a Personal Area.
5.2
The Customer must configure their Personal Area with the location of their fields and the association of the Sensor with the Account (the “Configuration”).
5.3
The Customer guarantees the accuracy of the information.
5.4
The Customer is responsible for keeping their login details confidential.
Article 6 - Duration of the Services and unsubscription
The Customer may benefit from a free trial period (the “Trial Period”). At the end of it, they may continue or terminate the Services. If they continue, they must take out a Subscription for 1 year (the “Initial Period”). The Subscription renews automatically unless terminated 1 month before its end. Termination is notified by email.
Article 7 - Licence to use the Solution
7.1 Scope
Non-exclusive, personal and non-transferable licence, worldwide, in SaaS mode.
7.2 Conditions
The Customer shall not reproduce, commercially exploit, assign, integrate or distribute the Solution.
Article 8 - Maintenance, hosting and technical support
8.1 Corrective maintenance
ALVIE undertakes to correct malfunctions.
8.2 Evolutionary maintenance
Updates and New Versions.
8.3 Hosting
Obligation of means, data security.
8.4 Technical support
“Help” button in the Webapp or the Application.
8.5 Other Services
ALVIE reserves the right to offer other services.
Article 9 - Ordering, delivery and installation of the Sensors
9.1 Ordering
Depends on the Subscription taken out.
9.2 Delivery
To the address in the Quotation, indicative lead time, inspection within 2 days.
9.3 Installation
Carried out by the Customer.
Article 10 - Ownership and maintenance of the Sensors
10.1 During the Trial Period
The Sensors are the property of ALVIE (rental). ALVIE is responsible for their maintenance. The Customer has a duty of custody and safekeeping.
10.2 At the end of the Trial Period
Subscription = ownership transferred to the Customer. No subscription = return within 2 months or a flat fee of €80 excl. VAT per Sensor.
Article 11 - Warranties
24-month commercial warranty. Exclusions: force majeure, fault of the Customer, theft, dropping, modification. First breakage covered if the warranty has not been invoked during the 24 months.
Article 12 - Financial terms
12.1 Prices
Stated in the Quotation, in euros excl. VAT.
12.2 Annual review
With 2 months' notice.
12.3 Payment
Annual invoice, by bank transfer.
12.4 Late payment
Acceleration of all sums due, suspension, late-payment interest (3x the statutory rate), fixed compensation of €40.
Article 13 - Evidence agreement
The data in the Solution is authoritative.
Article 14 - Obligations and warranty of the Customer
14.1 Cooperation
The Customer undertakes to cooperate actively with ALVIE.
14.2 Information
The Customer provides accurate and up-to-date information.
14.3 Compliance with laws
The Customer undertakes to comply with the laws and regulations in force.
14.4 Responsibility for use
The Customer is solely responsible for the use they make of the Services.
14.5 Knowledge of the Solution
The Customer declares that they are aware of the characteristics and constraints of the Solution.
14.6 Own use
The Customer uses the Services solely for their own needs.
14.7 Indemnity against claims
The Customer indemnifies ALVIE against any third-party claim.
14.8 Backup
The Customer is responsible for backing up their data.
Article 15 - Obligations and liability of ALVIE
15.1 Obligation of means
ALVIE is bound by an obligation of means in providing the Services.
15.2 Provision of the Services
ALVIE undertakes to provide the Services in accordance with the General Terms and Conditions.
15.3 Advice
ALVIE provides the Customer with the advice necessary to use the Services.
15.4 Regular checks
ALVIE carries out regular checks to verify that the Solution is working properly.
15.5 No guarantee of perfection
ALVIE does not guarantee that the Solution will be free of errors or malfunctions.
15.6 Limitation to direct damage
ALVIE's liability is limited to direct damage suffered by the Customer.
15.7 Liability cap
ALVIE's liability is capped at the amount paid by the Customer over the last 12 months.
15.8 Exclusion of indirect damage
ALVIE shall under no circumstances be held liable for indirect damage.
Article 16 - Prohibited conduct
16.1 Illegal activities
Using the Services for illegal purposes is prohibited.
16.2 Copying
Copying or reproducing all or part of the Solution is prohibited.
16.3 Intrusions
Attempting to gain unauthorised access to ALVIE's systems is prohibited.
16.4 Resale of access
Selling access to the Services to third parties is prohibited.
Article 17 - Penalties for breaches
If the Customer breaches any of their obligations, ALVIE may take the following measures:
- Suspension of access to the Services
- Deletion of the Account
- Legal action
- Immediate termination of the Contract
Article 18 - Confidentiality
Confidentiality obligation for 5 years after the end of the Services.
Exceptions:
- Prior knowledge
- Information that has become public
- Information lawfully obtained from a third party
- Disclosure to judicial authorities
Article 19 - Personal data
Personal data collected in connection with the Services is processed in accordance with ALVIE's Privacy Policy.
Article 20 - Intellectual property
The Solution remains the exclusive property of ALVIE. The Customer is granted only a licence to use it.
Article 21 - Force majeure
In accordance with Article 1218 of the French Civil Code (Code civil). Termination possible after 1 month of force majeure.
Article 22 - Social legislation
ALVIE declares that it complies with tax and social security legislation.
Article 23 - Commercial references
The Customer authorises ALVIE to cite them as a reference for the duration of the Contract and for 5 years after it ends.
Article 24 - Miscellaneous
If any clause of the General Terms and Conditions is declared null and void, the other clauses remain in force (severability clause).
Article 25 - Amendments
ALVIE may amend the General Terms and Conditions with 2 months' notice. The new terms apply upon renewal of the Subscription.
Article 26 - Governing law and jurisdiction
These General Terms and Conditions are governed by French law. Any dispute shall be submitted to the Paris Commercial Court (Tribunal de Commerce de Paris).