General Terms & Conditions

Introduction

Welcome and thank you for signing up with Adagin Technologies. We are excited to provide you with the latest agricultural technologies to help you farm more efficiently and effectively. To ensure that we have a good and long-lasting relationship, we need to ensure that all parties involved understand the terms and conditions. We’ve done our best to simplify it to make it understandable so that it is clear what we expect from you and what can be expected from us.

You’ll find summary paragraphs at the top of each section to give you a heads up on what’s coming up. These are your legal rights and obligations, so please do read everything. By subscribing, you accept our terms and conditions. If you don’t agree to our terms and conditions, then we will not be able to provide you with our services.

If there are any questions or comments after you’ve read these terms and conditions, please contact us at Adagin Technologies. We’d love to help and to welcome you on board, wherever you are!

Content

Joining and using Adagin Technologies’ products, services and support

Pricing

Data use and privacy

Confidential information

Security

Apps and third-party products

Maintenance, downtime and data loss

Do’s and don’ts

Termination

Liability and indemnity

Disputes

Important housekeeping

Joining and using Adagin Technologies’ products, services and support

In this section we explain how to subscribe to Adagin Technologies and use our services. When you see a word in bold, it will have the same corresponding meaning every time it’s used within these terms and conditions.

1. You and Adagin Technologies:
   When we say you or your, we mean both you and any entity or firm you’re authorised to represent.
   When we say Adagin, we, our or us, we’re talking about Adagin Technologies (Pty) Ltd, and/or Adagin Technologies Holdings BV (Netherlands), Adagin Operations BV (Netherlands) or any other entity associated with the aforementioned you contract with and pay fees to, based on the combination of Adagin services you’re using.
2. Our services: When we refer to our services, we refer to all the services, service level support and hardware products we provide now or in the future, including our RFID-enabled smartphone devices, scales and other hardware devices, precision costing services, integration of payroll services and associated support services. For a complete menu of these services and hardware products, please visit our webpage at www.adagintech.com
3. Creating a subscription: By the time you are ready to commit to these terms and conditions through subscribing to our services we would have had long conversations and you would have had the benefit of a trial phase and a formal quotation which we can still more discuss. So, when you create a subscription to use our services and accept these terms and conditions, you resolved to proceed with this relationship, you accepted the quotation and now become a subscriber. For clarity, subscription carries a fee as agreed, and you’re responsible for paying for your subscription.
4. People invited to use Adagin Technologies: An invited user is a person other than the subscriber who has been invited by the subscriber to use our services through a subscription. If you’re an invited user, you must also accept these terms and conditions to use our services.
5. User roles and access: As a subscriber inviting others into a subscription paid by yourself, you should understand the implications thereof, and in particular that such a subscription and use of our services and hardware products by such an invited user still renders you liable for all the rights and duties accompanied by your own subscription.
6. The right to use our services: Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated by Adagin or – if you’re an invited user – until your access is revoked by Adagin.
7. Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. This is very important. For example:
   a. You can transfer a subscription.
   b. You control access to a subscription. You decide who’s invited to use our services you’ve subscribed to and what kind of access the invited user has. You can change or stop that access at any time.
   c. You’re responsible for resolving any disputes with any invited users over access to your subscription.
   d. You’re responsible for all your invited users’ activity and fees.
8. Rules: Whatever your role, when you use Adagin’s services and hardware products you agree to follow the rules outlined here. Please read them and make sure you understand what you may and may not do.
9. Your responsibilities: You promise that you’ll keep your information (including a current email address) up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations. You’re also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards, but you will ensure that passwords are very strong and not easily guessable. The stronger the password the better!
10. When we introduce new or revised services: Since we’re always thinking about how to make Adagin Technologies the best it can be, we regularly refine our services. For new or updated services, there might be additional terms and conditions. We’ll let you know what those terms and conditions are before you start using those services.
11. What we own: We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us through prior written authorization.
12. Jurisdictions: Subscribing to our services means that any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall, except to the extent that a court of another country has jurisdiction that will override this clause, be governed exclusively by the High Court of South Africa (Western Cape Division, Cape Town) and shall be construed in accordance with the laws of South Africa.

Pricing

Unless you’re in a free trial or other offer period, you’ll need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms and conditions of your subscription are explained when you select your plan.

13. Trial subscriptions: When you first sign up, you can opt for a free trial for our services, based on the terms and conditions specified at the time between us. Among others, there may be costs associated with travel and hardware products, and we will be upfront about these as soon as we start to talk about a trial. If you choose to continue using our services after the trial phase, you’ll be billed as agreed between us for the services you select to subscribe to. If you choose not to continue using our services following a trial, you may discontinue your subscription by informing Adagin of your decision. Upon receiving your decision Again will terminate your subscription and will inform you accordingly.

14. Subscription fee and pricing plans: Your use of our services generally requires you to pay a monthly subscription fee (the subscription fee) based on the services and products you choose to use from the menu of our services at our webpage. The pricing plan consists of the subscription combined with the subscription fees we offered you, including invoicing, payment, auto-renewal, and cancellation terms. It may also contain a selection of additional or optional services as you may choose from our menu of services.  We may update or amend the pricing plan from time to time. The terms and conditions of the pricing plan form part of these terms and conditions. As with any other changes to our terms and conditions, changes to the pricing plan won’t apply retrospectively. Should we make changes and you’re a subscriber, we’ll make every effort to let you know. Should we not hear from you within 14 days after sending you notice of change(s) to our terms and conditions, we will proceed as if you accepted such change(s). Should you want to change your pricing plan, please contact us.

15. Importance of timely payments: In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made.

Data use and privacy

Adagin Technologies uses your data to provide our services to you. Our privacy policy is an important part of these terms and describes in more detail how we deal with personal data. Data protection legislation allows us to process personal information when it is in both our interest and we have chosen the least invasive way to process the information. It is in both our interest to reply to, investigate, and resolve your queries, complaints, and requests.

16. Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms and conditions, our privacy policy sets out in detail which personal data we process about you and how we process such personal data that you share with Adagin Technologies, like your name and email address.  You always retain the right to ask free of charge us about the processing of your personal data, and we will do our best to respond fully to your request within a reasonable time.  Should we terminate our relationship, we will destroy your personal data to the extent that we don’t need such data for regulatory or any other legitimate purposes.

17. Use of personal data you enter about others: Depending on where your contacts are based, our data processing terms may also apply to the personal data of others (such as your customers, suppliers and employees) that you share with Adagin Technologies. While it is your responsibility to use data of others in compliance with privacy laws and regulations, we will treat every entry as equally important and deserving of protection.

18. Consent and use of data: When you enter or upload your data into our services, we don’t own that data but you agree that you have been informed about your rights in this regard, explicitly grant us permission, and agree that this serves as your declaration of consent, to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; and send you information we think may be of interest to you based on your customer profile. We won’t directly market to you without your consent.

19. Anonymous statistical data: When you use our services, we may remove your personal information from your data and usage of our services for statistical purposes. We may also use such anonymous data for purposes such as to provide and improve our services, to develop new product or service offerings, to identify business trends, or for other uses.

20. Data breach notifications: Where we think there has been unauthorised access to personal data through your subscription, we’ll let you know and give you information about what has happened as soon as we have the required information to do so. We will immediately take all reasonable steps to mitigate the effects and to minimize any damage resulting from such a security breach. In this regard, we will follow all the relevant regulatory prescriptions.

Confidential information

We take reasonable precautions to protect your confidential information and expect that you’ll do the same for ours.

21. Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may only share each other’s confidential information with legal or regulatory authorities if required to do so.

Security

We take security seriously and you should too! To help protect our services and your information, we offer added security features such as two-step authentication.

22. Security safeguards: We’ve invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure in full and complete compliance with South Africa’s data privacy laws, and in accordance with your reasonable expectations that your privacy, your intellectual property and your information assets remain protected as best as is reasonably possible. While we’ve taken steps to help protect your information, no method of electronic storage is completely secure and we cannot guarantee absolute security. We will notify you if there appears to be unauthorised access to your account and we may also restrict access to certain parts or all of our services until we have verified the cause and associated details of such security breachand until we have sanitized and secured the environment again. It goes without saying that if any issues occur, we will always endeavour to limit and minimize services disruptions.

23. Account security features: We may introduce security features to make your account more secure, such as two-step authentication. Depending on where you are in the world or what services you’re using, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.

24. Playing your part to secure your information: You must ensure that you keep your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realise there’s been any unauthorised use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately. You also agree not to use free-form fields in any of Adagin Technologies’ systems or services to store personal data, (unless it’s a field explicitly asking for personal data - like a first name or last name) credit card details, tax identifiers or bank account details.

Apps and third-party products

To help make your Adagin Technologies experience even more beautiful, the Adagin Technologies ecosystem includes apps and other services and hardware products made available by trusted partners.

25. Third-party products: Along with the use of our services, you may use data, services and hardware products from other companies (third-party products), for example, those listed on our webpage at www.adagintech.com. Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.
26. Third-party terms and descriptions: Third-party services and products whether hardware devices or otherwise are subject to terms and conditions and privacy notices set by the providers of these third-party services and products. These include how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach on personal and non-personal data before you contract with them. The descriptions of third-party services and products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions. We don’t endorse or assume any responsibility for third-party products.
27. Payments to Adagin Technologies: Just so you know, some third-party providers may pay Adagin Technologies a fee that may be related to:

1. Referrals from Adagin Technologies.
2. Revenue made by the third-party provider.
3. Data that the providers access about you through our services with your consent.

Maintenance, downtime and data loss

We aim to minimise any downtime, but sometimes it’s necessary so we can keep our services updated and secure. It is possible that you may have occasional access issues and that you can experience data loss, so backing up your data is important.

28. Availability: We strive to maintain the availability of our services around the clock, and to provide the level of support to be reasonably expected in an agreement of this nature. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance. In case of unplanned downtime, we will attend to it with the necessary urgency but be assured that in all instances of an interruption in services we will do our best to limit such interruption and to fix the problem as speedily as possible, because we want you to have access to an uninterrupted service. For all of the above, following upon your subscription we could negotiate and conclude a Service Level Agreement (SLA) with you pertaining to your unique business requirements.

29. Access issues: You know how the Internet and the rest of our country’s infrastructure services work – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time and you will appreciate that we cannot accept responsibility for such service interruptions.

30. Data loss: Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data shared with us through this relationship. From our side, we continue to take all reasonable steps to protect ourselves and you against unforeseen disaster and loss, and to ensure business continuity.

31. Crisis management: Whatever the cause of any downtime, access issues or data loss, no party will act upon such an eventuality without following due process as set out in the SLA to be concluded with you.

32. Problems and support: In the unfortunate case that a problem with our services does arise, should you want to manage such a problem within agreed upon parameters, you may ask us to conclude a SLA with you, clearly stating the roles and responsibilities of each party in solving such a problem amicably. Should we find ourselves on different sides of a dispute, we agree to follow the dispute resolution steps listed in Clause 45 below.

33. Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, or within our services when you log in).

Do’s and don’ts

This section is super important because it outlines how you can (and can’t) use our services. Much of it will be common sense.

34. Feedback: We love your feedback and may use it without restriction to improve our services and hardware products. Unless you consent, we won’t share your feedback with the public.

35. Help using our services: We provide a lot of guidance and support to help you use our services. You agree to use our services only for lawful business purposes and in line with the instructions and guidance we provide.

36. No-charge or beta services: Occasionally we may offer a service at no charge or at a lower price – for example a beta service, or a time-limited trial account. Because of the nature of these services, you use them at your own risk.

37. While we can’t cover everything here, we do want to highlight a few more examples of things you must never do. Should you do any of these things, we reserve the right to cancel your subscription or worse, to claim damages from you. Our list of examples includes the following:

Termination

You can easily terminate your subscription with one month’s written notice. We may terminate your subscription as well with the same notice. If you violate these terms and conditions, we may terminate your subscription immediately.

38. Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms and conditions automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing one month’s written notice to us in advance. You’ll still need to pay all relevant subscription fees up to and including the day of termination. For more information, including on how to terminate your subscription, contact us at any time. Just don’t be unsure of a matter so important to both of us!

39. Termination by Adagin Technologies: Equally, while we wish to build a long-term relationship with you, Adagin Technologies may choose to terminate your subscription at any time by providing you with one month’s written notice in advance. Pending the outcome of a preliminary assessment as to the facts of the case, Adagin Technologies may also suspend and reserve the right to terminate your subscription or access to all or any data immediately if:

a. You breach any of these terms and conditions, and do not remedy the breach within 7 days after receiving notice of the breach.
b. You breach any of these terms and conditions and the breach cannot be remedied.
c. You fail to pay subscription fees.
d. You or your business become insolvent, your business goes into liquidation or has a liquidator appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.

40. No refunds: No refund is due to you if you terminate your subscription or Adagin terminates it in accordance with these terms and conditions.

41. Attending to your data: Once a subscription is terminated by you or us, we will hand over all your information within our systems to you within 10 working days.

Liability and indemnity

This section is important as it outlines liability terms and conditions between us and both subscribers and invited users, so we urge you to read it closely and in full.

42. Ceding and delegations: You agree that we may cede and assign some or all rights and obligations in this agreement to any entity within the Adagin group which may include entities in other jurisdictions.

43. You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party services or hardware products (except as far as we’re at fault).

44. Disclaimer of warranties: Unless specified in this agreement, all express or implied conditions, representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement are disclaimed, except to the extent that these disclaimers are held to be legally invalid.
45. Limitation of liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms and conditions, in contract, misdemeanour (including negligence) or otherwise, is limited as follows:

1. We shall not be liable for any damage, loss or liability of whatsoever nature arising from your use, or inability to use, this website or the services or content provided from and through this website.
2. We shall not be liable for any damage you may suffer through a breach or an infringement of our guarantees to you insofar it concerns the protection of your personal data if it can be shown that we are no way responsible for such damage.
3. We have no liability arising from your use of our services and hardware products for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
4. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backup systems.
5. Even though Adagin accepts no liability, our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

Disputes

This section outlines how disputes may be resolved.

46. Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting us through the familiar channels we have shared with you. If we’re unable to informally resolve your complaint to your satisfaction, or if we haven’t been able to resolve a dispute after having met at least twice about your complaint with you, then we agree to resolve the dispute through alternative dispute resolution mechanisms. First in this sequence would be mediation, which should it fail will lead us first to arbitration before we opt for a High Court. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. We agree to allow a reasonable time for alternative dispute resolution mechanisms to solve any disputes which may arise between us, but that such a reasonable time period does not extend beyond six months from the date and time the dispute was risen by the aggrieved party.

Important housekeeping

Here we set out some additional terms and conditions. Take a read as they cover important issues.

47. No professional advice: Just to be clear, Adagin Technologies isn’t a professional services firm of any sort, and isn’t in the business of giving any kind of professional advice or consultation. We provide you with information necessary and useful in running our service, but this should not be seen as a substitute for professional advice and we aren’t liable for your use of the information in that way.

48. Events outside our control: We do our best to control the things we can control. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control. For those events impossible to avoid in spite of our reasonable, diligent, and faultless performance we will do our best to help you mitigate the negative impacts of such events.

49. Notices: Any notice you send to Adagin Technologies must be sent to info@adagintech.com. Any notices we send to you will be sent to the email address you’ve provided us through your subscription.

50. Consumer laws: Generally, we fully comply with consumer protection laws. In some countries, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights, you have that we cannot exclude, we’re bound only by the express promises made in these terms.

51. Blocking your access, disabling your subscription, or refusing to process a payment: As our duty is to comply with all statutory provisions, irrespective of the country or jurisdiction where we offer our services, we may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment.

Examples of where we might do this include transactions where the payment is from a person or country subject to sanction; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. We may take any of these actions without notice to you.

52. Relationship between the parties and assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user. You also cannot assign or cede your rights and duties as a subscriber to third parties. Adagin Technologies may assign these terms - or any of our rights or obligations in these terms - to another Adagin entity as it deems appropriate. 

53. Changes to these terms and conditions: We sometimes will decide to change these terms and conditions of use, and our latest terms and conditions will always be on our website. It is your duty to take note of them. Not to be concerned, though, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to Adagin Technologies.

54. Enforcement of terms and conditions: If there’s any part of these terms and conditions that is not valid or legally enforceable, we’ll ignore that part but everything else will remain enforceable.

55. Interpretation: Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion.