For the use of Agro Office® software and hardware products and services
Yara Bulgaria Ltd., seat and registered address: Bulgaria, town of Varna, 115 Osmi primorski polk Blvd., company, registered at Commercial Registry of Republic of Bulgaria with Unified Identification Code (UIC): 204081311, VAT identification No: BG204081311 (hereinafter referred to as “Supplier”) is part of the group of Yara International ASA and is entitled to render “Agro Office” ® software and hardware products and services of end clients (hereinafter referred to as “Clients”) on the terms, described in this document (hereinafter referred to as “Terms”).
1.1. Those General Terms and Conditions are designated to regulate the relations between Yara Bulgaria Ltd., seat and registered address: town of Varna,115 Osmi primorski polk Blvd., company, registered in Commercial Registry of Republic of Bulgaria with UIC: 204081311, VAT identification No: BG204081311, hereinafter referred to as SUPPLIER and the users, hereinafter referred to as CLIENTS of the services it renders, hereinafter referred to as Services.
1.2. The General Terms and Conditions are valid for all clients of Yara Bulgaria Ltd.
1.3. This document has the General Terms and Conditions, under the previous points, and settles the method, terms and conditions according to which Yara Bulgaria Ltd. provides non-transferable and limited rights to use products and services offered by the company for a certain period of time by the Client.
1.4. The products and services, as well as their specifications, number and duration, rendered to the Client in the specific case, are defined by specific conditions in the document(s) for sale, issued by the Supplier to the Client. By paying fully or partially the product or the services’ price, including subscription, the Client agrees with these General Terms and Conditions.
2. Based on those conditions the Supplier shall:
2.1. Render non-exclusive, non-transferable and limited rights for use of Agro Office software for a certain period of time; to introduce the software Agro Office and provide training for its use;
2.2 To deliver and install hardware
2.3 Provide technical support, update of the software and / or the GPS tracking service in real time;
2.4. Render guarantee and post-guarantee services.
3. Changes in those General Terms and Conditions are mandatory for the Clients if they submit a written disagreement with regards to changes to be published at www.agro-office.com. The deadline for submitting the disagreement by the Client is 10 days after the notice sent via the email registered in the system of Agro Office.
3.1. In case some of the clients do not agree with the changes made in the General Terms and Conditions, each party is entitled to terminate the contractual relations with a one-month notice.
4. These General Terms and Conditions are effective as of the date of accepting the offer by each Client and apply until the Client uses the products and services rendered by Yara Bulgaria Ltd. – subject of these General Terms and Conditions.
5.1 „Agro Office“ ® software and hardware products and services are:
5.1.1 Agro Office“ ® software products:
· Agro Office® Maps;
· Agro Office® Contracts;
· Agro Office® Agronomist;
· Agro Office® Warehouse;
· Other software products published on www.yara.bg.
5.1.2 Agro Office“ ® software and hardware:
· Agro Office® GPS –equipment for monitoring, reporting and identification of equipment, operators and inventory;
· Ag Leader – equipment for precise agriculture;
· Other products published on www.yara.bg
5.2. Client means every client of Yara Bulgaria Ltd. to which Yara Bulgaria Ltd. provides non-transferable and limited rights for use of products offered by the company for a certain time.
5.3. As introduction and training fee understood is introduction of the products of Yara Bulgaria Ltd. at the Clients and performing training for operating with the products. In the introduction and training fee included is creating a user, systems adjustments, primary structure of nomenclatures, cooperation when creating specific for the client nomenclatures and primary training of users.
5.4. As “Subscription service” for the purpose of these General Terms and Conditions understood will be:
· Google or Bing card base;
· Update (new versions of the software)
· System assistance when recovering damaged databases, damaged not due to client’s fault;
· Maintenance access – provided by the client with the purpose of detailed analysis of an issue;
· Primary and further training;
Standard working time, when the training takes place: 09.00 – 18.00h.
· Consultation over the phone or chat through Team Viewer remote access.
5.5. Training for the purposes of these General Terms and Conditions is the full presentation and functioning of the respective module of the software purchased by the client and how work with it is performed.
5.6. Training has the following option:
5.6.1. Primary training including 5 hours for every purchased software module as it may be performed as follows:
– Remote training when the consultant of Yara Bulgaria Ltd. performs the training through remote computer connection.
– Training at client’s office – the client pays the travel expenses, business trip expenses in accordance with the Ordinance on the business trips and in case of need the overnight stay for the consultant in the settlement where the training has been performed.
– Training at the office of Yara Bulgaria Ltd., town of Varna.
5.6.2. Subscription service training, including 10 hours of free consultation within a one-year subscription via remote computer connection. Every client has the right to order training in their office as they pay the travel expenses, business trips according to the Ordinance on business trips and, if necessary, the overnight stay of the consultant in the settlement where the training took place.
5.6.3. Pre-order training, entitling each client to order training besides the primary one and extra to the subscription service. Upon requesting the training, the client pays the current fee for a training session, which can be done via a remote computer connection or by visiting a client’s office, where the latter pays the travel expenses, business trips according to the Ordinance on business trips and, if necessary, the overnight stay of the consultant in the settlement where the training took place.
IV. CHARACTERISTICS AND RENDERING THE SERVICE
6. Services rendered by the Supplier to the Client include one or several of the following:
6.1. Installation of GPS devices:
6.1.1. Installation of GPS device with SIM card of Yara Bulgaria Ltd;
6.1.2. Installation of GPS device with SIM card of the client as necessary is provided to be active DATA SIM card by the client, prior to starting the installation;
6.1.3. Transfer of GPS device to a server of the Supplier (reconfiguration of the device and eventual replacement of the SIM card)
6.2. Following the fuel level:
6.2.1. Installation of fuel gauge (fuel drill);
6.2.2. Connection to factory fuel gauge;
6.2.3. Gauging of a tank (emptying the tank and its filling through certain intervals) as necessary is assuring a work terrain, fuel, auxiliary fuel container and 220V electricity by the client;
6.2.4. Connection to CAN BUS splint;
6.2.5. Installation of ALLCAN300 module.
6.3. Installation of additional devices:
6.3.1. iButton reader for identification of mechanizer or invent;
6.3.2. Installation of identification jack socket of inventory of the machine;
6.3.3. Installation of identification jack socket of inventory of the inventory.
6.4. Installation of equipment by Ag Leader.
6.5. Other conditions besides the aforementioned, adopted by the parties.
7. The Supplier renders the Service within the reasonable and generally accepted in the practice and customs use and in accordance with the conditions in the offer accepted by the Client.
8. In the event of a disclaimer under these Terms and Conditions, the Supplier has the right to temporarily or permanently restrict or discontinue the provision of the Service, including removal from its own technical devices of the information of a disloyal Client.
V. SERVICE ORDER
9. The supplier will provide to the Client written or oral offer which includes:
9.1. Product (software AO product, device) with description of version/model;
9.2. Subscription (none in some cases), version;
9.4. Delivery term;
9.5. Term of validity of the offer.
10. If the Client accepts the offer after the expiration of the term of validity specified therein, the Supplier does not guarantee the specified parameters in the same manner as there may be a change in the price and delivery conditions.
11. An offer to grant the right to use the Agro Office software may be given to a client only by persons authorized by the Supplier (commercial agents). The offer may be in written or oral form and, simultaneously with its submission, the sales representative shall provide the Client with information about these Terms and the site on which they are available. The Supplier is not responsible for offers made by unauthorized persons.
12. The offer is considered accepted by the Client with confirmation – verbally or in writing, sent to the following e-mail: firstname.lastname@example.org
13. Upon payment by the Client of the service provided by the Supplier, the latter shall issue an original invoice, which shall be sent to the Client at the registered email address.
15.1. After payment by the Client of the service rendered by the Supplier, within 24 hours the user is activated, being:
15.1.1. Registration of new user;
15.1.2. granting rights for the respective module/s;
15.1.3. change of version of a module;
15.1.4. granting rights for new module of already existing user;
15.1.5. appointing training.
15.2. In case of paid training (AO GPS, AgLeader) organized is installation in accordance with the up-to-date schedule and engagements organized so far (installations/ services).
15.3. After updating the schedule, the Client will be informed when the installation and training will be carried out, as well as what needs to be done on his part: computer equipment, responsible staff (to be trained), resting machine on which the installation will be performed, other equipment or conditions – fuel tank, power supply, hall in very hot or cold weather.
VI. CLIENT’S RESPONSIBILITIES
16.1. The Client shall provide the necessary information, resources, equipment and infrastructure for the normal functioning of the products and services and the normal work of the Supplier;
16.2. The Client shall inform the Supplier for issues incurred when working with the products and services;
16.3. The Client shall observe the work guidance, described in the respective User Guide and the instructions provided by the Supplier’s officials;
16.4. The Client shall pay remuneration for the products and/or services rendered by the Supplier in accordance with the conditions stated in the document(s) for sale;
16.5. The Client shall immediately inform the Supplier in case of change of the IP address as the Client understands that change of the IP address is related to loss of information of the software and its inaccurate work for which the Supplier does not bear any responsibility.
16.6. The Client shall not allow anybody besides the Supplier or authorized by the Supplier service center to carry out maintenance of whichever software and/or hardware – subject of Subscription maintenance.
16.7. The Client shall maintain and operate with the Software in an accurate way in accordance with the instructions obtained by the Supplier and shall allow its use only by competent and authorized personnel.
16.8. The Client is not responsible for all products and services assured by third parties regardless whether recommended by the Supplier or not, whether the Supplier has assisted upon their assessment, selection and monitoring. Failure of the products or services to satisfy the Client’s requirements does not reflect on the obligations of the Client to the Supplier, described in these General Terms and Conditions.
16.9. When appointing new employee to work with the software, the Client shall appoint a date with the Supplier for his/her training.
16.10. Upon primary use of some of the services rendered by the Supplier, the Client shall register his own email in the Supplier’s system with which logs in the system of the latter. With the registration of the email in the Supplier’s system, the Client gives explicit consent to receive all messages in relation to the contractual relations between the parties and services rendered by the Supplier.
VII. SUPPLIER’S RESPONSIBILITIES
17.1. The Supplier is obliged to provide the Client with User Account (s) with access to the Agro Office software with features described on www.agro-office.com, to provide five initial trainings per purchased module after payment and date confirmation by the Client, and store the Client’s data on a server of the Supplier for a period of six months after termination of the contract. The Supplier waives the obligation to provide 5 hours of initial training for each module purchased if the Client does not arrange for it to be completed within 2 months of the purchase of the module.
17.2. After the installation of the device, the supplier undertakes to make an operational test in the presence of the Client or his authorized representative. During this test, the Client must confirm that the hardware is working properly and check for malfunctions such as:
17.2.1. If the Client does not explicitly state that the hardware is not working properly or does not check for malfunctions or faults, the hardware is considered approved and accepted except for hidden defects;
17.2.2. If the Client finds any malfunctions that are not due to Client’s intentional or gross negligence, the Supplier must remedy them at their own expense not later than 10 working days after the installation of the device, or provide replacement hardware.
18.104.22.168. The Supplier provides ongoing technical support, advice and training via telephone, e-mail, remote access program over the Internet, on-line chat or on-site at the Client’s Office – from 8:30 to 18:30 on Business Days (Eastern European Time -EET) from 1 March to 31 October and from 8:30 to 18:00 for the period from 1 November to 1 March when consultants work with winter working time. If technical support, consultations and training are held on site, the costs associated with the visit are paid by the Client. These costs include transport, overnight and daily allowances and are calculated in accordance with paragraph 5.6.
17.2.3. The Supplier shall update the software with new functionalities and remedy errors, if any. The update of the software is included in the negotiated annual and monthly subscription.
17.2.4. The supplier assures access to the Agro Office software at the server of the Supplier with accessibility at least 99% of the time. The maintenance cost of Agro Officer Server of the Supplier is included in the respective annual or monthly subscription;
17.2.5. The Supplier renders the service of GPS tracking of machinery or equipment of the Client with SIM cards for data provided by the Supplier or the Client. For GPS tracking the Client pays the annual or monthly subscription.
17.2.6. The Supplier renders services by third parties as satellite photographs from Google/Microsoft, integration with equipment by Ag Leader, John Deere, Trimble, Topcon, Raven, Mueller Elektronik, Tee Jet, Leica and others, including with equipment of mobile operators. Services by third parties are rendered in accordance with the conditions of the respective third party. The Supplier is not responsible for availability or the accurate work of services by third parties. The cost of services by third parties is included in the respective annual or monthly subscription;
17.2.7. The Supplier performs remote consultations and training via remote access program Team Viewer, after submitted request by the Client over the phone, via chat or email.
17.2.8. Consultation and Training may be performed through
22.214.171.124. On-site visit – in this case the business trip expenses are the Client’s expense. The Client is notified that will be issued an invoice for the respective activity in accordance with the pricing for business trips of Yara Bulgaria Ltd., as well as that the consultant will travel only of the respective invoice is paid prior to the day of the business trip.
126.96.36.199. Training at the office of Yara Bulgaria Ltd.
17.2.9. In case of inability to specify date and time for training at first call, the Supplier shall contact the Client again. If within 2 or 3 calls no training is appointed because of reasons on Client’s part, the task is closed and the Client shall look for the Supplier to appoint training.
VIII. PRICES AND PAYMENT
18. The prices for the services rendered by Yara Bulgaria Ltd. are individually negotiated with every Client in accordance with the selected types of services and products.
19. For services rendered during days off paid is additional charge of 50% over the prices negotiated with the Client. For services rendered in public holidays, paid is additional charge of 75% over the prices negotiated with the Client.
20. All prices in the Terms are with no VAT included.
21.1. “Yara Bulgaria” Ltd is entitled to update annually the prices of its services and products, which enter into force within two weeks of their notification to each Client or in another longer period determined by “Yara Bulgaria” Ltd.
21.2. For any change in the price of the respective service and/or product “Yara Bulgaria” Ltd should inform the respective Client, as the prices of the respective services and products are agreed individually with each Client.
IX. GUARANTEE MAINTENANCE
22. The Supplier provides warranty support for hardware. The delivered hardware should be newly-manufactured, fully functional and compliant with the technical specifications described at www.yara.bg. The warranty includes repair of faulty equipment and, where necessary, installation of replacement equipment for the duration of the repair – free of charge. The warranty covers only the uses described in the User’s Guide. The warranty does not cover any malfunctions arising from misuse, willful misconduct, or any other malfunction occurring as a result of Client’s fault.
23. Warranty maintenance requests should be sent to email@example.com. On-site warranty service visits are free of charge. If a defect that is not covered by the warranty is found during the on-site visit, the cost of the visit will be paid by the Client in accordance with the terms of these General Terms and Conditions. These costs include travel costs of 0.45 st / km in both directions, the current tax for each commenced hour of attendance and accommodation costs, if necessary.
24. The Supplier also provides out-of-warranty maintenance of hardware upon request of the Client, which is performed at the Client’s expense. It includes repairing faulty equipment and, where necessary, installing replacement equipment for the repair period. Requests for out-of-warranty support should be sent to firstname.lastname@example.org. The cost of on-site out-of-warranty visits is paid by the Client. These costs include transportation, overnight accommodation and daily expenses detailed in item 22 of these General Terms and Conditions;
25. When providing warranty and post-warranty support, the Client is obliged to provide suitable working conditions in accordance with Bulgarian labor legislation, and if the Supplier is not granted those, he is entitled to charge the Client for the off-hours according to the provisions of the previous item.
X. WARRANTIES AND LIMITATIONS OF LIABILITY
26. The Supplier will perform his duties in a spirit of professionalism. The liability of the Supplier towards the Client arising from the performance or non-performance of Subscription Support will be limited to the restoration of the Software subject to the relationship between the parties in good working order.
27. The Supplier does not enter into commitments or guarantees for products or services provided by third parties.
28. The Supplier shall not be liable for any costs or damages incurred for the Client personally or paid by the Client to a third party, which may arise from the non-tampering of the Software or as a result of damage to the equipment or the Software for any reason whatsoever. The Supplier shall not be liable for damages caused by the Client’s inability to perform his obligations. The Supplier shall not be liable for any loss of profits or trade tools, derived from or associated with any part of the Software.
XI. PERSONAL DATA
30. The Supplier undertakes to take care of the keeping of personal data and not to distribute, sell or provide to third parties the personal data of its Clients unless this is necessary for the performance of the Supplier’s activity or is not required by a competent authority, as required by law.
31. By filling in the personal data, the Client confirms that he has provided their personal data voluntarily and that they expressly authorize the collection, processing, storage and provision of such data in accordance with the Bulgarian legislation and the Reglament regarding data protection (EU) 2016 / 679 in force and when this is necessary to provide the offered accounting services, to contact the Client and to send notifications of services provided by the Supplier.
32. When filling in the data, the Client is required to provide full and accurate data about his / her identity and other required data. If the Client has provided incorrect or incomplete data, the Supplier shall not be held responsible for any breaches committed.
33. The Client bears responsibility for completing third parties’ personal data. In case of dispute who is bound by those General Terms and Conditions, as client considered is the person having paid the price for use of the service.
34. In cases of processing personal data for execution of certain task, the Supplier will process only such, only to the extent, necessary for meeting Supplier’s obligations, in compliance with the following General Terms and Conditions.
35. The Supplier is entitled to send unsolicited commercial messages for the Clients to inquire, conduct polls, or offer advertisements and information to theirs or other merchandise and services. Data can be used to send unsolicited commercial messages. By completing his or her data, the Client agrees the Supplier to collect other data about the Client and the end users, such as the IP address, visit time, site where the website is accessible, name and version of the web browser, operating system and other parameters provided by the web browser through which the website has been accessed and any other information. The collected data can be used by the Statistical and Marketing Research Supplier to improve the services provided to clients.
XII. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
36. The Agro Office Software and its components, trademark of Agro Office and the YARA logo are intellectual property of the Supplier and his Group.
37. The supplier reserves his right on the Agro Office Software, including the right to provide right of use of the software to other clients.
38. Neither the Client, nor any other person may change, dismantle, deconstruct, decompile, adapt or perform unauthorized access or modify the product and/or services granted by Yara Bulgaria Ltd.
39. In case the Client or related party violate the intellectual property rights of the Supplier or his Group, the Client shall pay a fine in the amount of five times the purchase cost of the respective product. This does not restrict the Supplier to seek additional compensation in case greater loses have incurred.
40. The parties agree not to disclose confidential information.
41. Confidential information is any information related to organization, business, financial and accounting information, clients, suppliers, equipment, personnel, inventory, source code, algorithms, infrastructure, technical specifications, architecture, databases, know-how, utility models, rights to semiconductor topography and rights in designs, drawings, diagrams, and other information relating to the intellectual property rights of the parties, except for information that one of the parties has explicitly defined non-confidential, generally known facts or information that has been made a public domain by a third party (for example, through advertising, press releases, printed or publications on the Internet, etc.)
42. Each party agrees not to disclose confidential information to third parties in any form and to ensure that its dealers, employees, subcontractors and associates are bound by the same obligations for a period of three years after termination of the contractual relations.
43. In the event of breach of confidentiality, the offending party owes the other party compensation for the losses suffered, together with a penalty of 10000 EUR.
XIV. DURATION AND TERMINATION
44. The subscription may be terminated under the following conditions:
43.1. with expiry of the Contract’s term, in accordance with the period of subscription selected by the Client;
43.2. upon termination and winding up or declaring insolvency by one of the contract’s parties;
43.3. by mutual consent of the parties in writing;
43.4 in case of objective inability of some party of the contact to perform his/her obligations;
45. In the cases of technical maintenance, software update and GPS tracking these General Terms and Conditions are valid for the period of the subscription.
46. In case of termination the clauses regarding the guarantee, intellectual property rights and confidentiality remains effective.
47. In cases when the Client wants to temporarily turn off the GPS tracking, he shall notify the Supplier via email at email@example.com with at least 30-day notice. For deactivation of the service the Client pays a charge in the amount of 5 BGN for every SIM card provided by the Supplier.
48. In cases when the Client want to permanently deactivate the GPS tracking, he shall notify the Supplier with email at firstname.lastname@example.org with 30-day notice and within period of time shall return to the Supplier at own expense the SIM card provided. With the expiry of the 30-day period of the SIM card’s return, the Client is free of paying any further charges.
49. The Client is able to recover the GPS tracking service with email at: email@example.com, 10 working days in advance and after paying 50 BGN for reinstallation of every SIM card as well as the charges related to the on-site procedure.
50. The Supplier may terminate the access to services used by the Client, respectively the license and right to use Agro Office software at all times, if the Client has failed to meet some of his obligations, foreseen in the General Terms and Conditions.
51. Upon termination of the subscription due to whatever reason the Client shall discontinue any use of the software and delete all of its copies. The Supplier may require written confirmation by the Client for dully execution of aforementioned obligations.
XV PENALTIES AND RESPONSIBILITY
52. In the event of any party defaults on any provision of these General Terms and Conditions, the defaulting party owes a penalty of 0.5% (zero point percent) of the due amount for each overdue day, but not more than 20% / twenty percent / in total. Where there is an established time limit for execution by the parties, default penalties are due after this period expires.
53. If either party does not fulfill one of its obligations, the other party is relieved of its respective obligations for the default period of the other party.
54. All cases of use for which Agro Office software and hardware are appropriate, are described in the User’s Guide provided to the Client.
55. To the extent permitted by law, and except as expressly provided in these terms, Supplier is exempt from any warranties and conditions expressly, implied, or lawful, including without limitation, subordinate warranties of title, non-infringement, fitness for sale and specific purpose. The Supplier does not guarantee that the products will operate safely or without interruption.
56. The Supplier shall not be liable for any direct, indirect, incidental or consequential damages, including, but not limited to loss of profits, goodwill, use or other intangible loss arising from: (i) use or inability to use the software; (ii) the inability to use the software to access content or data; (iii) the cost of purchasing substitute goods or services; (iv) unauthorized access to or modification of your messages or data; or (v) any other issues related to the software.
57. The limitations of liability do not apply in the event of intentional or gross negligence by the Supplier.
XVI. PROMOTIONAL USE
58. Yara Bulgaria Ltd is entitled for each of its products and / or services it offers, described in item 5.1. and 6 of the present General terms and conditions to offer to Clients promotional conditions for their free use for a certain period of time.
59. The period for free use of the respective products and / or services will be indicated for each individual product and / or service.
60. Yara Bulgaria Ltd reserves the right at any time to change the package of functionalities, products, services and rights that it provides for free use.
61. The term for free use of the products and / or services provided by Yara Bulgaria Ltd may be different in the different marketing campaigns.
62. The Client, who uses the products and / or the services of “Yara Bulgaria” Ltd free of charge, is not entitled to free subscription service, according to item 5.4. of these General terms and conditions, within the period of free use.
63. Within the term of the promotional conditions provided by Yara Bulgaria Ltd for free use of the respective products and / or services, the Client does not owe a fee for introduction and training, according to item 5.3. of these General terms and conditions.
64. With regard to the Client, that is provided with the promotional conditions for free use of the respective products and / or services, within the term of free use, Yara Bulgaria Ltd does not offer the training indicated in item 5.5. from the present General terms and conditions, presenting a full presentation of the functionalities of the respective software module and how the work with it is carried out.
65. Upon the expiration of the term for the promotional conditions for free use of the respective products and / or services provided by Yara Bulgaria Ltd, if the Client has not taken actions to switch to a paid version for use of the respective product and / or services, it will be automatically deactivated and the created database with all its data will be permanently deleted 30 days after deactivation.
66. In the event that after deleting the database created with data of the the Client, the latter wishes to switch to a paid version of the respective product and / or services, it will be necessary to create a new database without the possibility to restore the data from the previously created one
XVII. GENERAL PROVISIONS
67. None of the parties bears responsibility for failure to meet its obligations due to extraordinary circumstances; military actions or civil riots; epidemics; government action or inaction; earthquakes; fires; shortage of labor, materials, electricity, or communications; or for reasons other beyond reasonable control, except for the Client’s obligation to pay for the services performed.
68. The Supplier does not bear responsibility for failure to meet his obligations if it is caused due to security measures or other measures impeding the access to the software.
69. All notices will be made in writing and will be delivered personally or sent via mail, including email, to the stated correspondence addresses.
70. Eventual invalidity of some of the provisions of these general terms and conditions will not lead to invalidity of the entire contract.
71. All disputes incurred by those general terms and conditions or regarding them, if not settled amicably between the Supplier and Client through negotiation, will be referred to the Arbitration Court at the Bulgarian Chamber of Commerce and Industry in accordance with its Rules for cases based on arbitration agreements, as applicable will be the Bulgarian law.
72. For issues unsettled in this contract, related to the execution and interpretation of those General Terms and Conditions, applied will be the laws of Republic of Bulgaria.