General Terms and Conditions

Simplified summary Terms and Conditions

Version: May 2023

We understand that you don't have the time (or inclination) to read through our Terms and Conditions in detail. But you do want to know that all is well. That we treat your data decently and do everything we can to protect it. Therefore, we have briefly explained the main points of our General Terms and Conditions in "plain" language below. Not as a replacement for the official legal section, but to give you a brief idea of what you can expect from us in general. If this raises any questions or concerns, please feel free to contact us.

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• Your data belongs to you and you are responsible for it. We only facilitate the careful processing of your data into valuable analyses for you. We are responsible for this. Together we ensure that we comply with all relevant privacy legislation (including GDPR). 

• Your data will not be resold and/or will not be made available to third parties through us. 

• Of course, we all have to comply with legal regulations. 

• Use of our software is at your own risk. If you are not satisfied, we will refund your money. We accept no liability if, despite all precautions taken, things go wrong.

• The most important thing we ask of you is not to misuse our software. Damages resulting from misuse will be recovered by the responsible person.

Read the full version of our Terms and Conditions below. Do you want to know more about how we act with respect to your privacy? Read our privacy statement here.

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Full Terms and Conditions

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1. Definitions

1. Supplier: JDse B.V., also trading under the name "SoilBeat", established at Weinterp 45, Wijnjewoude, and registered with the Chamber of Commerce under number 80806937.

2. Client: the natural or legal person who has concluded an Agreement with Supplier.

3. General Terms and Conditions: this document, including any annexes.

4. Service: the delivery of software by Supplier, suitable for performing automated data analysis on the Client's data, whereby the Client is obliged to pay the agreed compensation to Supplier.

5. Agreement: the agreement between Supplier and Client pursuant to which Supplier will perform the Service. This agreement arises as soon as the Client agrees via the Website to the provision of software by Supplier to the Client.

6. Website: the website of Supplier, accessible via https://soilbeat.com/.

7. Annexes: the annex(es) that may be attached to the General Terms and Conditions and are therefore inseparably connected to them.

2. Quotation, Offer, and Acceptance

1. The Client can use the electronic ordering process on the Website to purchase the Service. The description and price of the Service indicated on the Website are binding.

2. The Client is responsible for the accuracy of its data when ordering. During the term of the Agreement, it is also the Client's responsibility to keep business and contact information up to date.

3. These General Terms and Conditions (including the provisions of any Annex(es) attached to these General Terms and Conditions) always apply to the Agreement. Provisions or conditions set by the Client are only binding on Supplier if and insofar as they have been expressly accepted in writing by Supplier.

4. If any provision forming part of these general terms and conditions or of the Agreement were to be void or annulled, the agreement (including the other provisions of these General Terms and Conditions) will remain in force and the provision in question will be replaced immediately by a provision that approximates the purpose of the original provision as much as possible.

3. Execution of the Service

1. After the Agreement has been concluded, Supplier will execute the Service as soon as possible in accordance with the electronic order.

2. If and to the extent that proper execution of the Service requires it, Supplier is entitled to have certain work performed by third parties. Except where stipulated otherwise in these General Terms and Conditions, Supplier accepts no liability for services provided by third parties.

3. The Client is obliged to do and refrain from doing all that is reasonably necessary and desirable to enable a timely and correct execution of the Service. In particular, the Client shall ensure that all data, which Supplier indicates are necessary or which the Client should reasonably understand are necessary for the performance of the Service, are provided to Supplier in a timely and careful manner.

4. Supplier is allowed to make changes to the data provided by the Client without prior permission of the Client. Supplier will not have access to specific company-related data; these are only accessible to the Client.

5. If this is part of the Service, the Supplier will provide the Client with an administrative username and password. With these details, the Client can access an administrative account and management environment to manage the delivery of the Service at its discretion, within the limits specified in the Agreement.

6. The Supplier has the right to temporarily suspend or limit the use of the supplied products and services or not to deliver them, if the Client fails to fulfill its obligations towards the Supplier with respect to the Agreement or violates these terms and conditions.

7. The Supplier is not obliged to refund any fees already paid after such intervention as referred to in clause 6.

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4. Prices

1. All prices are exclusive of value-added tax (VAT), unless otherwise indicated on the Website.

2. All prices on the Supplier's website are subject to programming and typing errors. No liability is accepted for the consequences of such errors.

3. The Supplier is free to adjust the rates used at any time at its own discretion.

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5. Abuse

1. The Client refrains from using the Service to initiate, execute, use, process, promote, transmit, publish or offer processes, programs, data or materials that the Client knows or reasonably suspects that the Supplier has not made available the Service for those purposes, including in particular, but not limited to:

a. Harmful scripts or processes that the Client knows or reasonably suspects can interfere with or damage the Supplier or other Clients of the Supplier.

b. Hacking, hacking tools, or other materials with the aim of accessing systems, networks, or services of the Client or third parties without the owner's permission, whether or not with the intention of causing damage.

2. Without the Supplier's permission, the Client is prohibited from transferring the username or usernames and password or passwords provided by the Supplier to third parties.

3. The Client is not permitted to resell, sublease or otherwise make the Service available to third parties (with or without consideration), unless otherwise agreed.

4. If, in the Supplier's opinion, there is excessive use of the Service that may create a risk to the continuity of service to other Clients of the Supplier, the Supplier is entitled to limit or suspend the use of the Service without prior notice, without incurring any liability.

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6. Confidentiality

The Supplier is obliged to maintain the confidentiality of all information and data of the Client, as well as the results of the Service, towards third parties. The Supplier will take all possible precautions in the context of the Agreement, as far as reasonable, to protect the interests of the Client.

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7. Availability of the Service

1. The Supplier will make every effort to achieve uninterrupted availability of its Service, but does not provide any guarantees in this regard.

2. The Supplier will make every effort to keep the software used up-to-date. The Supplier is entitled to install certain updates or patches if it believes that this will benefit the correct delivery of the Service. Conversely, the Supplier is also entitled not to install certain updates or patches if it believes that this will not benefit the correct delivery of the Service.

3. The Supplier does not provide backups to the Client.

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8. Liability

1. The liability of the Supplier for direct damage suffered by the Client as a result of a breach of its obligations under the Agreement is limited to the amount paid out by the liability insurance taken out by the Supplier.

2. Under no circumstances shall the total compensation for damages, of any kind, from Supplier exceed EUR. 5,000,- (excluding VAT).

3. Supplier's liability for indirect damages, including consequential damages, lost profits, missed savings, loss of (business) data and damage due to business interruption, is excluded.

4. Except as mentioned in paragraph 1, Supplier shall not be liable for any compensation for damages, regardless of the grounds on which an action for damages would be based.

5. Supplier's liability for attributable failure to perform the Agreement arises only if the Client promptly and properly notifies the Supplier in writing of the default, setting a reasonable period for remedying the default, and the Supplier continues to fail to perform its obligations attributable to the default after that period. The notice of default must contain as detailed a description of the default as possible so that the Supplier can respond appropriately.

6. Supplier is never liable for damages caused by force majeure.

7. The condition for any right to compensation is that the Client reports the damage to the Supplier in writing and by registered mail within 30 days of its occurrence.

8. To the extent that the Client acts in the course of his profession or business, he indemnifies the Supplier against all claims by third parties for liability resulting from a defect in the Service.

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9. Malfunctions and force majeure

1. The Supplier has the right to temporarily take its systems, including the Website, or parts thereof out of use for maintenance, adaptation or improvement thereof. The Supplier will try to do this outside office hours as much as possible and will make every effort to inform the Client in a timely manner of the planned outage. However, the Supplier is never liable for compensation for damage in connection with such a shutdown.

2. The Supplier has the right to adapt its systems, including the Website, or parts thereof from time to time to improve functionality and to correct errors. If an adaptation leads to a significant change in functionality, the Supplier will make every effort to inform the Client of this. The Supplier is not obliged to compensate for any damage caused by such an adaptation.

3. The Supplier will make every effort to inform the Client of the nature and expected duration of any interruption in the event that the Service is unavailable due to malfunctions, maintenance or other causes.

4. In the event of force majeure, including but not limited to internet failures or outages, telecommunication infrastructure failures or outages, synflood, network attacks, DoS or DDoS attacks, power failures, domestic disturbances, mobilization, war, transport blockages, strikes, exclusions, business disruptions, supply chain disruptions, fire, flooding, import and export restrictions and in the event that the Supplier's own Suppliers, for whatever reason, are unable to deliver, making it unreasonable to demand performance of the Agreement from the Supplier, the execution of the Agreement shall be suspended or the Agreement shall be terminated if the force majeure situation has lasted for more than ninety days, all without any obligation to pay compensation for damages.

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10. Duration, termination and extension

1. The Service Agreement is entered into for an indefinite period, and termination can take place in writing/electronically with a notice period of 1 month. If the Client takes a new Service within this period, the aforementioned period of 1 month starts running again.

2. Upon termination, discontinuation, or dissolution for any reason whatsoever, Supplier is entitled to immediately erase or make inaccessible all stored data and delete any accounts of Client. Supplier is not obliged to provide a copy of this data to the Client. To the extent that this concerns Personal Data, a different arrangement may apply, based on the legal rules, notwithstanding the foregoing.

3. Unless explicitly stated otherwise in writing that it is an ultimate term, delivery periods specified by Supplier always have an indicative meaning. Supplier is only in default after the Client has sent a written notice of default, even in the case of an agreed-upon ultimate term.

4. Exceeding agreed-upon delivery times for any reason whatsoever does not entitle the Client to compensation, unless agreed otherwise in writing.

5. If Client fails to meet any obligation incumbent on them under the Agreement, Supplier has the right to terminate all Agreements concluded with the relevant Client without any default notice or judicial intervention being required, and without prejudice to the right of Supplier to claim compensation for damages, loss of profit, and interest.

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11. Payment Conditions

1. If the Service is not paid for directly by the Client (for example, by means of an iDEAL payment), Supplier will send an invoice or pro forma invoice to the Client for the amount owed by the Client. The payment term of an invoice is 14 days after the date of the invoice, unless stated otherwise on the invoice or agreed upon otherwise in the Agreement.

2. If Supplier has prepared a pro forma invoice, after processing the payment, Supplier will send a definitive invoice to the Client.

3. Supplier is allowed to send (pro forma) invoices electronically.

4. After the expiration of 21 days after the payment term of an invoice, the Client who fails to pay on time is automatically in default, without any default notice being required. If a payable amount is not paid within the payment term, the legal interest is owed on the outstanding amount without further default notice by Supplier.

5. In the event of non-timely payment, in addition to the amount owed and the accrued interest, the Client is liable for full compensation for both extrajudicial and judicial collection costs, including the costs of attorneys, bailiffs, and collection agencies.

6. The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a moratorium on payments, or if an attachment is levied on any of the Client's assets, in the event of the Client's death, and, furthermore, if the Client is liquidated or dissolved.

7. In the above cases, Supplier also has the right to terminate or suspend the execution of the Agreement or any unexecuted part thereof without a default notice or judicial intervention, without any entitlement to compensation for any damage caused to the Client as a result thereof.

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12. Intellectual Property Rights

1. All intellectual property rights to all materials, software, analyses, designs, documentation, advice, reports, quotations, as well as preparatory materials developed or made available in connection with the Service, belong exclusively to the Supplier or its licensors.

2. The Client only obtains the rights of use and powers arising from the scope of the Agreement or those that are assigned in writing, and in all other respects, the Client may not reproduce or disclose the software or other materials.

3. The Client is not permitted to remove or modify any indication of copyrights, trademarks, trade names or other intellectual property rights from the materials, including indications concerning the confidential nature and confidentiality of the materials.

4. The Supplier is allowed to take technical measures to protect the materials. If the Supplier has secured the materials by means of technical protection, the Client is not permitted to remove or circumvent this protection.

5. Any use, reproduction or disclosure of the materials that falls outside the scope of the Agreement or granted usage rights is considered a violation of copyright. The Client will pay an immediately enforceable and non-judicially mitigated fine of 10,000 euros per infringing action to the Supplier, without prejudice to the right of the Supplier to recover its damages caused by the infringement or to take other legal measures to terminate the infringement.

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13. Processing of Personal Data

1. The Client has obligations to third parties under legislation concerning the processing of Personal Data (such as the General Data Protection Regulation), including the obligation to provide information, provide access, and limit, rectify, and delete Personal Data of Data Subjects, as well as transferring this Personal Data to another data controller.

2. The parties agree that the Supplier is a 'processor' within the meaning of the General Data Protection Regulation with respect to the processing of Personal Data and that the responsibility for compliance with those obligations in connection with the processing of Personal Data through the Service or otherwise lies exclusively with the Client. In this regard, the provisions in the Appendix apply to the processing of Personal Data.

3. The Client warrants to the Supplier that the processing of Personal Data is lawful and that no infringement is made on the rights of third parties. The Client indemnifies the Supplier against any legal claim by third parties, regardless of the reason, if the claim relates to the processing of Personal Data, as well as against any fines imposed on the Client by the Dutch Data Protection Authority or other competent supervisory authorities that are attributable to the Client.

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14. Refund

1. If the Client is not satisfied with the services provided by the Supplier, the Supplier will refund to the Client the most recent amount paid by the Client to the Supplier upon request by the Client.

2. The payment and any other costs made by the Supplier (such as fees to third parties) will be deducted from the refund amount referred to in paragraph 1.

3. Refund to the Client indemnifies the Supplier from any other refund to the Supplier for services provided in the past.

4. Furthermore, restitution to the Client relieves the Supplier of any other compensation for services provided in the past.

5. The obligation to restitute lapses if, in the Supplier's opinion, the Client is abusing the arrangement referred to in this article.

6. Applicable Law and Changes to General Terms and Conditions

7. This agreement is governed exclusively by Dutch law.

8. The Supplier reserves the right to amend or supplement these General Terms and Conditions.

9. Amendments also apply to previously concluded agreements, subject to a period of 30 days after the announcement of the amendment on the Supplier's website or by electronic notification. Minor changes may be made at any time.

10. If the Client does not wish to accept a change to these General Terms and Conditions, they may terminate the Agreement up until the date on which the new conditions come into effect.

APPENDIX 1: PROCESSING OF PERSONAL DATA

In addition to the General Terms and Conditions, the following conditions also apply. This Annex qualifies as a data processing agreement as referred to in Article 28 of the GDPR. The applicability of Client's data processing agreements is expressly rejected.

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1. General

1. The terms defined in the General Data Protection Regulation (hereinafter: "GDPR") have the meaning ascribed to them in the GDPR in this Annex.

2. Supplier offers Client the option of purchasing the Service, whereby Supplier may Process Personal Data for and on behalf of Client in the provision of the Service. Client may be designated as a Data Controller in the Processing of Personal Data, or as a Data Processor if Client Processes the Personal Data on behalf of a third party. Depending on the capacity in which Client Processes Personal Data, Supplier acts as a Data Processor or Sub-Processor.

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2. Purposes of Processing

1. Supplier undertakes to Process Personal Data on behalf of Client under the terms of the Agreement. Processing will only take place in the context of the execution of the Agreement and for the duration thereof, as well as for those purposes that are reasonably related thereto or that are determined with further consent.

2. Supplier will not Process Personal Data for any other purpose than that determined by Client. Determination of this purpose by Client will consist of the choices made by Client via the interface of https://soilbeat.com/. By making these choices, Client indicates how the Personal Data should be analyzed by Supplier.

3. The provisions of paragraph 2 of this article do not affect the fact that Supplier may use data from Client that cannot be traced back to an individual or to Client (thereby not being Personal Data) at its own discretion for benchmarking purposes, machine learning, or other derivatives that cannot be traced back to an individual or to Client. Supplier does not have access to specific business-related data; these are only accessible to Client and therefore cannot be made available to third parties by Supplier.

4. Supplier has no control over the purpose and means of Processing Personal Data. Supplier does not make independent decisions about the receipt and use of Personal Data.

5. Supplier Processes Personal Data on behalf of Client, provided that they do not concern special Personal Data, citizen service numbers, or data concerning criminal convictions or offences, such as, but not limited to, the following standard categories:

• contact information (name, address, phone number, email address);

• bank account numbers;

• and other possible categories of non-sensitive Personal Data.​

6. Client ensures that the data provided to Supplier does not contain special Personal Data and/or citizen service numbers.

7. These Personal Data relate to the categories of Data Subjects determined in this article. Data Subjects include:

• users of the Service;

• visitors to the website;

• persons who receive or send emails to Client;

• persons who fill in Personal Data in a contact form;

• persons who provide Personal Data for Processing to Client;

• persons whose Personal Data is included in a dataset offered to Supplier for the purpose of performing the Service

• and other possible categories of Data Subjects.

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3. Supplier's Obligations

1. With respect to the Processing referred to in Article 2 of this Appendix, the Supplier will ensure compliance with the conditions imposed on the Processing of Personal Data by the Supplier in its role, as required by the GDPR.

2. The Supplier will Process Personal Data and other data that will be provided to the Supplier by or on behalf of the Client, and based on the instructions of the Client. These instructions consist of the choices made by the Client through the interface of https://soilbeat.com/.

3. Upon request by the Client and within a reasonable period of time, the Supplier will inform the Client of the measures taken by the Supplier regarding its obligations under this Appendix.

4. The obligations of the Supplier arising from this Appendix also apply to those who Process Personal Data under the authority of the Supplier.

5. The Supplier will provide the Client with necessary assistance at the Client's request in fulfilling its obligations under the GDPR, including but not limited to its security obligations, data breach notification obligations, carrying out a data protection impact assessment, and prior consultation with the supervisory authority for Processing that presents a high risk. The costs reasonably incurred or to be incurred by the Supplier in connection with such assistance will be reimbursed by the Client.

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4. Transfer of Personal Data

1. The Supplier Processes Personal Data in countries within the European Union. In addition, the Client gives the Supplier permission to Process Personal Data in countries outside the European Union, in accordance with applicable laws and regulations.

2. Upon request by the Client, the Supplier will inform the Client of the countries involved.

5. Allocation of Responsibility

1. The parties will ensure compliance with applicable privacy laws and regulations. The authorized Processing will be carried out by the Supplier within a (semi-)automated environment.

2. The Supplier is solely responsible for the Processing of the Personal Data under this Appendix, in accordance with the Client's instructions and under the Client's (ultimate) responsibility.

3. For all other Processing of Personal Data, including but not limited to the collection of Personal Data by the Client, Processing for purposes not notified by the Client to the Supplier, Processing by third parties, and/or for other purposes, the Supplier is not responsible. The responsibility for these Processing activities rests solely with the Client. The Client is at all times responsible for the lawfulness of these Processing activities.

4. It is up to the Client to assess whether the Supplier provides adequate guarantees with respect to the application of appropriate technical and organizational measures to ensure that Processing complies with the requirements of the General Data Protection Regulation and/or any other applicable laws and regulations, and that the protection of the rights of Data Subjects is sufficiently ensured.

5. The Client guarantees at all times that the content, use, and instruction for the Processing of Personal Data, as referred to in this Annex, are not unlawful and do not infringe on any rights of third parties.

6. The Client guarantees at all times that no special Personal Data, citizen service numbers, or data concerning criminal convictions or offenses will be Processed when using the Services.

7. Without prejudice to the other rights of the Supplier, the Client indemnifies the Supplier against any damages, claims from third parties, and fines imposed by supervisory authorities, insofar as they arise as a result of the performance of this Agreement.

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6. Engagement of third parties or subcontractors

1. The Client hereby grants the Supplier general permission to engage third parties (subprocessors) in the Processing. Upon request by the Client, the Supplier shall inform the Client as soon as possible about the sub-processors engaged by it.

2. The Supplier has the right to make changes regarding the addition or replacement of subprocessors. The Supplier shall inform the Client about the intended changes regarding the addition or replacement of subprocessors, whereby the Client is given the opportunity to object to these changes. This objection must be submitted in writing, supported by arguments, within two weeks. If the Client does not object within the aforementioned period of two weeks, the Client shall be deemed to have consented.

3. If the Client objects within the period referred to in the previous article, both parties shall make every effort to reach a reasonable solution through consultation. If the parties are unable to reach agreement on the Supplier's intention, the Supplier shall be entitled to engage the new subprocessor concerned, and the Client shall be entitled to terminate the Agreement as of the date on which the new subprocessor is engaged.

4. The Supplier unconditionally ensures that these third parties undertake the same obligations in writing as agreed between the Client and the Supplier. The Supplier guarantees the correct compliance with these obligations by these third parties.

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7. Security

1. The Supplier shall make every effort to take appropriate technical and organizational measures with regard to the Processing of Personal Data to prevent the destruction, loss, alteration, or unauthorized disclosure or access to data transmitted, stored, or otherwise processed.

2. The Supplier shall take the technical and organizational security measures arising from the most recent version of the Information Security Policy, which can be requested by the Client.

3. The Supplier may make changes to the security measures taken if it deems this necessary to continue to provide an appropriate level of security.

4. The Supplier does not guarantee that the security is effective under all circumstances. The Supplier shall make every effort to ensure that the security meets a level that, in view of the state of the art, the implementation costs of the security measures, the nature, scope and context of the Processing, the purposes and intended use of the Service, the processing risks, and the different risks to the rights and freedoms of the Data Subjects that it could reasonably expect, given the intended use of the Service, is not unreasonable.

5. The described security measures provide, in the opinion of the Client, taking into account the risks described in paragraph 4 of this article, an appropriate level of security for the Processing of the Personal Data.

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8. Reporting obligation

1. In case of a security breach and/or a data breach (which means: a breach of security that accidentally or unlawfully leads to the destruction, loss, alteration or unauthorised provision of or unauthorised access to transmitted, stored or otherwise processed data), Supplier will use its best efforts to inform Client as soon as possible, following which Client will assess whether or not to inform the supervisory authorities and/or Data Subjects. Supplier will use its best efforts to make the provided information complete, correct and accurate.

2. If required by law and/or regulations, Supplier will cooperate in informing the relevant authorities and, if necessary, Data Subjects. Client is responsible for reporting to the relevant authorities.

3. The reporting obligation for Supplier includes at least reporting to Client that a breach has occurred, as well as:

• what the (presumed) cause of the breach is;

• what the (currently known and/or expected) consequences are;

• what the (proposed) solution is;

• what measures have already been taken;

• what the contact details for follow-up on the notification are;

• who has been informed (such as Data Subjects themselves, Client, supervisory authority).

9. Handling Data Subject requests

In the event that a Data Subject makes a request regarding their Personal Data to Supplier, Supplier will forward the request to Client, insofar as Client can still be reasonably traced and contacted by Supplier, and inform the Data Subject thereof. Client will then independently handle the request further. If it appears that Client needs assistance from Supplier in carrying out a Data Subject request, Supplier will cooperate and may charge fees for this.

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10. Confidentiality

1. All Personal Data that Supplier processes for Client pursuant to this Appendix is subject to a confidentiality obligation of Supplier towards third parties. Supplier will not use this information for any other purpose than that for which it was obtained, unless it has been brought into a form that cannot be traced back to Data Subjects or Client.

2. This confidentiality obligation does not apply:

• insofar as Client has expressly given permission to provide the information to third parties; or

• if providing the information to third parties is logically necessary for the performance of the Agreement or this Appendix; or

• if there is a legal obligation and/or court order to provide the information to a third party; or

• with regard to third parties to whom Personal Data is provided in their capacity as sub-processor, subject to the provisions of Article 6.

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11. Audit

1. The Supplier is not obliged to carry out periodic audits, as the Supplier and the Client expressly agree that the Supplier processes only Personal Data with a low risk, where a periodic audit is not mandatory.

2. The Client has the right to have audits carried out by an independent ICT expert bound by confidentiality to verify compliance with all points of this Appendix.

3. Such an audit shall only take place after the Client has requested and reviewed similar audit reports available to the Supplier, and has provided reasonable arguments justifying an audit initiated by the Client. Such an audit is justified when the similar audit reports available to the Supplier do not provide sufficient evidence of compliance with this Appendix by the Supplier.

4. The Supplier will cooperate with the audit and provide all reasonably relevant information, including supporting data such as system logs and staff, as soon as possible and within a reasonable period of time, with a maximum of four weeks, unless urgent circumstances prevent this.

5. The findings resulting from the audit will be reviewed by the Supplier and, based on them, implemented or not implemented by the Supplier.

6. All costs for the audit are borne by the Client.