Updated
December 1, 2020

Welcome to Agrello OÜ (register code 14230235, registered seat at Tina tn 9, 10126 Tallinn, Estonia) (referred to as “Agrello”, “we”, “us” or “our”) mobile application and website at www.agrello.id (together referred the „Site“) and all related websites, downloadable software and other services provided by us and on which link to these Terms and Conditions (the „Terms“) is displayed (collectively together with the Site, our „Services“).

By visiting the Site, or using our Services, you accept these Terms and our Privacy Policy.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Services for your own purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Services for any illegal purpose or in any manner inconsistent with the provisions of these Terms.

Creating Agrello .ID

You can browse the Site without signing up. However, certain Services require you to create an account with us (“Agrello .ID”) by entering your email address and creating authentication credentials. Your Agrello.ID will be associated with the email you provide during sign up.  

You are responsible for all the activity related to you Agrello .ID, and for keeping your authentication credentials confidential. If you find out that someone has used your Agrello ID without your permission, you should report it to support@agrello.io 

If the email address associated with Agrello ID is opened for business purposes and you are assigned as an employee, contractor or member of the company you warrant that you have all the rights to represent the company and sign the electronic documents on behalf of the company. Agrello accepts no liability over such representation and is not responsible to control or ensure that such representation right is valid and effective.

To create an Agrello .ID and use the Services, you need to be at least 18 years old, or old enough to form a binding contract where you live. If necessary, we may ask for proof of your age.

Agrello Services 

Agrello provides digital identity and electronic signature service enabling you to authenticate yourself using digital identity, sign electronic documents and with Agrello. 

Agrello is not responsible or liable to determine whether any particular electronic document can be legally formed by electronic signatures.

We do not determine whether any particular transaction requires a specific consent from any person concerned before using our Services nor do we control whether such consents have been withdrawn. It is your responsibility to determine whether specific consents are required to use electronic signatures.

Nothing in our Services may be construed to make Agrello a party to any electronic document processed through the Services and Agrello makes no representation or warranty regarding the transactions sought to be affected by any electronic document.

Agrello may from time to time and without notice change Services in whatsoever manner, among others restrict the access to the Services, change the content and scope of Services or stop providing the Services altogether.

While Agrello attempts to make the Services available and usable at any time, Agrello shall not be responsible for whatsoever interruptions in the provisions of the Services or for damage incurred as a result of such interruptions. 

When using our Services, you agree to use the Services only in conformity with these Terms and shall not violate any laws, contracts, intellectual property or third-party rights. You shall be solely responsible for your conduct while using the Services. Among others you undertake to refrain from the following actions:

  • Providing false or misleading information to Agrello;
  • Use or attempt to use another Agrello client’s account or identity;
  • Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other person from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
  • Develop, utilize, or disseminate any software, or interact with Agrello API in any manner, that could damage, harm, or impair the Services;
  • Reverse engineer any aspect of the Services or software used for providing the Services, or do anything that might discover the source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Services;
  • Attempt to circumvent any content-filtering techniques employed or attempt to access any feature or area of the Services that you are not authorised to access;
  • Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorised by Agrello to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
  • Use any data collected from the Services for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing, and direct marketing) or
  • Use the Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Agrello shall not be responsible for any data or documents entered by you while using the Services. You are solely responsible for data or electronic documents entered and for their correctness and legality. You can enter only data or electronic documents that are correct and do not infringe the rights or interests of Agrello or any third party.

Agrello shall have the right to remove from the Services without notice any data or documents infringing the rights or interests of Agrello or third parties or which are incompatible with public order or public morals. If Agrello has removed data or documents from the Services, you shall not have the right to re-enter the same data or documents in the Services, unless Agrello explicitly grants consent to do so.

When using our Services, you represent and warrant to Agrello that: 

  • you use our Services for lawful purposes only and in compliance with these Terms;
  • You have all requisite rights and authority to use our Services, including when representing a company;
  • You are fully responsible for your use of our Services and your Agrello .ID; 
  • You are solely responsible for maintaining the confidentiality of your Agrello .ID, names and password(s) and other data covered with confidentiality obligation;
  • you agree to immediately notify us of any unauthorized use or loss of control of your Agrello .ID;
  • you acknowledge that we will not be liable for any losses incurred as a result of a third party's use of your Agrello .ID. 
  • you are not and will not when using the Services be located in a territory where using the Services is prohibited.


Your personal data

Your personal data will be processed by Agrello as described in our Privacy Policy.

Storing electronic document and other data

Agrello stores the electronic documents and other relevant data within its system until providing the Services to you.

Payment terms

Our Services are subject to prices set out on our Site (“Subscription Plan”) meaning that the prices, features, and options of the Services depend on the Subscription Plan you have selected.

We do not warrant that a particular Subscription Plan will be offered indefinitely, and we reserve the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.

Subscription Plans will be billed using third party payment service providers, e.g. Stripe. Before initiating a payment, you are expected to read and accept the payment service provider’s terms and conditions.

By completing registration for a Subscription Plan, you explicitly authorise us and our third-party payment service provider(s) to charge on a recurring (e.g. monthly or yearly) basis for the applicable Subscription Plan charges and any and all applicable taxes, as the case may be. The authorization continues until you cancel your Subscription Plan or your Agrello. ID is terminated under these Terms. 

You may receive or be eligible for certain discounts, features, promotions, and other benefits from time to time. Any and all such benefits subject to specific terms and conditions and will be separately agreed.

We may also accept other payment methods disclosed on our Site. Specific terms and conditions may apply to these payment methods and you are expected to read and agree with those before completing the payment.

Intellectual Property

As between Agrello and you, Agrello owns the Services, including the products provided by Agrello, the documentation, specifications, written instructions or explanatory material related to the installation, operation, use or maintenance of the Services and any subsequent versions thereof, available through the Site („Licensed Work“), and all improvements, modifications and derivative works thereof and all intellectual property rights therein or relating thereto are and shall remain the exclusive property of Agrello or its licensors (if applicable). Except as set forth in these Terms, Agrello does not grant any rights to the Services or Licensed Work to you. You further acknowledge that we retain all right, title and interest in the Licensed Work including all rights to patent, copyright, trade secret.

You acknowledge and agree that the Licensed Work constitutes and contains valuable proprietary products and trade secrets of Agrello, embodying confidential information, ideas, and expressions. 

You agree not to challenge, directly or indirectly, any right or interest of Agrello in the Services or Licensed Work nor the validity or enforceability of Agrello’s rights under applicable law. You agree not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Services or Licensed Work or to take any other action which may adversely affect Agrello’s rights or interest in the Services or Licensed Work in any jurisdiction.

Agrello ID, .ID or graphics used on our Site and within our Services to identify Agrello and/or .ID are registered trademarks of Agrello. The display of these trademarks does not imply that a license of any kind has been granted to you. Any downloading, re-transmission, other copying or modifications or use of the trademarks and other information contained in the Site may be a violation of applicable trademark and copyright laws.

Confidentiality

Confidential Information (“Confidential Information”) means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. 

Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.

Each party must protect Confidential Information from disclosure using the same care it uses to protect its own confidential information of like importance, but not less than reasonable care.  The party employing or engaging persons having access to the Confidential Information of the other party is responsible and liable for their compliance with such confidentiality obligations.  Notwithstanding the foregoing, if a party receiving Confidential Information becomes, under lawful process, subject to a demand for discovery or disclosure of such information, it must give the owner of the Confidential Information notice of the demand prior to furnishing the requested information and must, upon the request of and at the expense of the owner of the Confidential Information, cooperate with such party in seeking reasonable arrangements to protect the confidential nature of such information. Both parties acknowledge that, in the event of a breach of its obligations regarding the confidentiality obligation, the non-breaching party may bring an appropriate legal action against the other party.

Disclaimers and no warranty

Agrello Services and Site are provided “as is” and “as available.” 

Your use of the Services, documentation, and the Site shall be at your sole risk. Agrello and its respective officers, directors, employees, members, shareholders, agents, affiliates, subsidiaries, and licensors (“Parties”): (a) make no additional representation or warranty of any kind whether express, implied (either in fact or by operation of law), or statutory, as to any matter whatsoever; (b) expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, and title; and (c) do not warrant that the Services, documentation, or Site are or will be error-free, will meet your requirements, or be timely or secure. you will be solely responsible for any damage resulting from use of the Services, documentation, or Site.

Agrello makes no warranties or representations that the Services, documentation, and the Site has been and will be provided with due skill, care and diligence or about the accuracy or completeness of the Services, documentation, and Site content and assumes no responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage of any nature whatsoever resulting from your access to and use of the Services, documentation, and site; (iii) any unauthorized access to or use of our servers and/or any and all personal data and/or financial information stored therein, if applicable; (iv) any interruption or cessation of transmission to or from the site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the site through the actions of any third party; (vi) any loss of your data or content from the Site and Services; and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services, documentation, and Site. 

The Parties do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and the Parties will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Services.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

Liability

To the fullest extent permitted by applicable law, in no event shall Agrello or any of its employees or officers be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access or use of the Services or otherwise related to these Terms (including, but not limited to, any damages caused by or resulting from reliance by the client on any information obtained from Agrello or from mistakes, omissions, interruptions, deletions of files or emails, errors, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Agrello’s records, programs or systems), regardless of the form of action, whether based in contract, tort, strict product liability or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of Agrello arising out of or in any way related to these Terms, the access to and use of the Services and materials or any products or Services purchased from Agrello exceed the amount you have paid to Agrello in connection with the event giving rise to such liability or, if nothing was paid, EUR 100.

Termination 

These Terms shall remain in full force and effect unless terminated in accordance with the provisions of this section.

You may terminate the relationship with us by deleting your Agrello .ID at any time provided that all fees (whether or not earned, invoiced or due) have been paid in full.

Further, we have the right to immediately terminate the Services by deleting your Agrello .ID if the following circumstances occur:

  • you have violated these Terms;
  • you are declared or it is acknowledged that you are insolvent or otherwise unable to pay your invoices under the Subscription Plan or upon the filing of any proceeding (whether voluntary or involuntary) for bankruptcy, insolvency or relief from your creditors;
  • you have not used our Services for 365 days after last log-in. 

When Agrello .ID is deleted, the electronic documents, authentication credentials, device associations, identity certificates and Subscription Plan related to that Agrello .ID are deleted, except the data that is needed to provide Services to other Agrello clients, comply with the law and maintain the Service consistency until we have a purpose to do so. 

Terminating the relationship will not relieve you from any obligation to pay Agrello any amount contracted under the Subscription Plat prior to the termination date.

We may retain metadata associated with the Services for as long as we have a business purpose to do so.

General Provisions

These Terms are the entire agreement between you and Agrello supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

You may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void.

Agrello may freely assign its rights, duties, and obligations under these Terms.

Failure to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Services will be effective only if it is in writing and sent using via our Services, to our registered mail; or to support@agrello.io.

These Terms are subject to the legislation and jurisdiction of Estonia. If you are a consumer, you may also resort to the mandatory provisions of the law enforced state of your residence.

Best efforts shall be used to resolve any dispute, controversy or claim arising out of or relating to this Agreement, including breach, termination or invalidity, in amicable negotiations. In case the dispute cannot be solved the competent institution for settling the dispute shall be Harju County Court.

Contact

You can contact us by sending us an email to support@agrello.io.