GENERAL TERMS AND CONDITIONS

Version: June 2025

 

Article 1 – DEFINITIONS


“2Grow” means 2Grow BV, a Belgian company with company number BE0674.596.297, having its registered office at Krevelstraat 18/102, 9000 Gent, Belgium.

“Agreement” means the agreement between 2Grow and the Customer, including these General Terms and Conditions and any attachments thereto.

“Cloud Services” means the online services, software applications, and data analytics platforms provided by 2Grow via its websites, mobile applications, or APIs.

“Customer” means the legal entity or business that enters into an Agreement with 2Grow.

“Confidential Information” means all information disclosed by either party that is marked as confidential or would reasonably be considered confidential, including business, financial, technical, and operational information.

“Data Processing Agreement” means the agreement governing the processing of personal data as set out in Annex 1.

“Effective Date” means the date on which the Agreement comes into force.

“Hardware Products” means the plant sensors, monitoring devices, and related physical equipment supplied by 2Grow.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

“Professional Services” means consulting, advisory, installation, training, and support services provided by 2Grow.

“Services” means the Cloud Services and Professional Services collectively.


Article 2 – APPLICABILITY


2.1 These General Terms and Conditions apply to all quotations, offers, orders, agreements, and deliveries between 2Grow and the Customer.

2.2 Deviations from these terms are only valid if explicitly agreed to in writing by 2Grow.

2.3 The Customer’s general terms and conditions are expressly excluded.

2.4 If any provision of these terms is invalid or unenforceable, the remaining provisions shall continue in full force and effect.


Article 3 – CLOUD SERVICES


3.1 Grant of Rights
2Grow grants the Customer a non-exclusive, non-transferable right to use the Cloud Services for the duration of the Agreement, solely for the Customer’s internal business purposes.

3.2 Service Availability

  • 2Grow shall use commercially reasonable efforts to maintain the Cloud Services with a target availability of 99% during business hours (CET/CEST).
  • Scheduled maintenance will be announced at least 48 hours in advance.
  • 2Grow reserves the right to modify, update, or discontinue features with 30 days’ notice.

3.3 Customer Responsibilities
The Customer shall:

  • Ensure adequate internet connectivity and compatible hardware/software
  • Maintain the security of access credentials
  • Use the Services in compliance with applicable laws
  • Not reverse engineer, decompile, or attempt to access source code
  • Not resell or sublicense the Services without written consent

3.4 Data Ownership

  • The Customer retains all rights to data uploaded to the Cloud Services
  • 2Grow may use aggregated, anonymized data for service improvement and analytics
  • Upon termination, Customer data will be available for export for 30 days

Article 4 – HARDWARE PRODUCTS


4.1 Product Specifications
Hardware Products shall conform to the specifications provided at the time of order. 2Grow reserves the right to make improvements that do not materially affect functionality.


4.2 Delivery and Risk

  • Delivery terms: EXW (Ex Works) Gent, Belgium (Incoterms 2020) unless otherwise agreed
  • Risk passes to the Customer upon delivery
  • Title remains with 2Grow until full payment is received

4.3 Installation
Unless otherwise agreed, the Customer is responsible for installation according to 2Grow’s documentation. Professional installation services are available upon request.

4.4 Warranty

  • Hardware Products are warranted for 24 months from delivery
  • Warranty covers defects in materials and workmanship
  • Warranty excludes damage from misuse, unauthorized repairs, or normal wear.

Article 5 – PROFESSIONAL SERVICES


5.1 Scope of Services
Professional Services shall be performed as described in the applicable statement of work or order.

5.2 Service Standards
2Grow shall provide Services:

  • With reasonable skill and care
  • In accordance with industry standards
  • By appropriately qualified personnel

5.3 Customer Cooperation
The Customer shall provide timely access to:

  • Relevant information and documentation
  • Appropriate personnel
  • Facilities and systems as required

Article 6 – PRICING AND PAYMENT


6.1 Prices

  • All prices are in EUR unless otherwise specified
  • Prices exclude VAT and other applicable taxes
  • Travel expenses are charged separately for on-site services

6.2 Payment Terms

  • Cloud Services: Annual payment in advance
  • Hardware Products: 100% before delivery
  • Professional Services: Annual payment upon start service
  •  Payment due within 30 days of invoice date

6.3 Late Payment

  • Interest: 12% per annum on overdue amounts
  • Fixed administrative fee for overdue amount of 250 euros exceeding 21 days
  • 2Grow may suspend Services for overdue payments exceeding 15 days
  • Customer remains liable for fees during suspension

Article 7 – INTELLECTUAL PROPERTY


7.1 2Grow IP
All Intellectual Property Rights in the Services and Products remain with 2Grow or its licensors.

7.2 Customer IP
The Customer retains all rights to its data and pre-existing intellectual property.

7.3 Feedback
Any suggestions or feedback provided by the Customer may be used by 2Grow without restriction.

Article 8 – CONFIDENTIALITY

8.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose it to third parties without prior written consent.

8.2 This obligation survives termination of the Agreement for 5 years.

8.3 Exceptions apply to information that:

  • Is or becomes publicly available
  • Was rightfully known before disclosure
  • Is required to be disclosed by law

Article 9 – DATA PROTECTION


9.1 Both parties shall comply with applicable data protection laws, including the GDPR.

9.2 To the extent 2Grow processes personal data on behalf of the Customer, the Data Processing Agreement in Annex 1 shall apply.

9.3 2Grow implements appropriate technical and organizational measures to protect personal data.

Article 10 – LIABILITY


10.1 Limitation of Liability
2Grow’s total liability shall not exceed:

  • For Cloud Services: Annual fees paid in the preceding 12 months
  • For Hardware Products: Purchase price of the affected products
  • For Professional Services: Fees for the specific services

10.2 Exclusions
Neither party shall be liable for indirect, consequential, or punitive damages, including lost profits or data loss.

10.3 Exceptions
Limitations do not apply to:

  • Willful misconduct or gross negligence
  • Death or personal injury
  • Breach of confidentiality
  • Infringement of intellectual property rights

Article 11 – TERM AND TERMINATION


11.1 Term

  • Cloud Services: Initial term as specified in the order, then annual renewal
  • Termination requires 3 months’ written notice before renewal date

11.2 Termination for Cause
Either party may terminate immediately for:

  • Material breach not cured within 30 days of notice
  • Insolvency or bankruptcy
  • Force majeure exceeding 60 days

11.3 Effects of Termination

  • Customer shall pay all outstanding fees
  • Each party shall return or destroy Confidential Information
  • Customer may export its data within 30 days

Article 12 – FORCE MAJEURE

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, pandemic, or government actions.

Article 13 – EXPORT CONTROL

13.1 The Customer shall comply with all applicable export control laws and regulations.

13.2 The Customer shall not export or re-export Products to embargoed countries or denied parties.

Article 14 – GENERAL PROVISIONS

14.1 Governing Law
This Agreement is governed by Belgian law, excluding conflict of laws principles.

14.2 Dispute Resolution

  • Parties shall attempt good faith negotiation
  • Disputes shall be submitted to the courts of Ghent, Belgium
  • For international customers outside the EU: ICC arbitration in Brussels

14.3 Assignment
Neither party may assign this Agreement without written consent, except 2Grow may assign to an affiliate or successor.

14.4 Notices
Written notices shall be sent to the addresses specified in the Agreement.

14.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties.



2Grow BV
Krevelstraat 18/102
9000 Gent, Belgium
BE0674.596.297
info@2grow.be

GENERAL TERMS AND CONDITIONS

2GROW BV

Version: June 2025

 

Article 1 – DEFINITIONS

 

“2Grow” means 2Grow BV, a Belgian company with company number BE0674.596.297, having its registered office at Krevelstraat 18/102, 9000 Gent, Belgium.

“Agreement” means the agreement between 2Grow and the Customer, including these General Terms and Conditions and any attachments thereto.

“Cloud Services” means the online services, software applications, and data analytics platforms provided by 2Grow via its websites, mobile applications, or APIs.

“Customer” means the legal entity or business that enters into an Agreement with 2Grow.

“Confidential Information” means all information disclosed by either party that is marked as confidential or would reasonably be considered confidential, including business, financial, technical, and operational information.

“Data Processing Agreement” means the agreement governing the processing of personal data as set out in Annex 1.

“Effective Date” means the date on which the Agreement comes into force.

“Hardware Products” means the plant sensors, monitoring devices, and related physical equipment supplied by 2Grow.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

“Professional Services” means consulting, advisory, installation, training, and support services provided by 2Grow.

“Services” means the Cloud Services and Professional Services collectively.

 

Article 2 – APPLICABILITY

 

2.1 These General Terms and Conditions apply to all quotations, offers, orders, agreements, and deliveries between 2Grow and the Customer.

2.2 Deviations from these terms are only valid if explicitly agreed to in writing by 2Grow.

2.3 The Customer’s general terms and conditions are expressly excluded.

2.4 If any provision of these terms is invalid or unenforceable, the remaining provisions shall continue in full force and effect.

 

Article 3 – CLOUD SERVICES

 

3.1 Grant of Rights
2Grow grants the Customer a non-exclusive, non-transferable right to use the Cloud Services for the duration of the Agreement, solely for the Customer’s internal business purposes.

3.2 Service Availability

  • 2Grow shall use commercially reasonable efforts to maintain the Cloud Services with a target availability of 99% during business hours (CET/CEST).
  • Scheduled maintenance will be announced at least 48 hours in advance.
  • 2Grow reserves the right to modify, update, or discontinue features with 30 days’ notice.

3.3 Customer Responsibilities
The Customer shall:

  • Ensure adequate internet connectivity and compatible hardware/software
  • Maintain the security of access credentials
  • Use the Services in compliance with applicable laws
  • Not reverse engineer, decompile, or attempt to access source code
  • Not resell or sublicense the Services without written consent

3.4 Data Ownership

  • The Customer retains all rights to data uploaded to the Cloud Services
  • 2Grow may use aggregated, anonymized data for service improvement and analytics
  • Upon termination, Customer data will be available for export for 30 days

Article 4 – HARDWARE PRODUCTS

 

4.1 Product Specifications
Hardware Products shall conform to the specifications provided at the time of order. 2Grow reserves the right to make improvements that do not materially affect functionality.

 

4.2 Delivery and Risk

  • Delivery terms: EXW (Ex Works) Gent, Belgium (Incoterms 2020) unless otherwise agreed
  • Risk passes to the Customer upon delivery
  • Title remains with 2Grow until full payment is received

4.3 Installation
Unless otherwise agreed, the Customer is responsible for installation according to 2Grow’s documentation. Professional installation services are available upon request.

4.4 Warranty

  • Hardware Products are warranted for 24 months from delivery
  • Warranty covers defects in materials and workmanship
  • Warranty excludes damage from misuse, unauthorized repairs, or normal wear.

Article 5 – PROFESSIONAL SERVICES

 

5.1 Scope of Services
Professional Services shall be performed as described in the applicable statement of work or order.

5.2 Service Standards
2Grow shall provide Services:

  • With reasonable skill and care
  • In accordance with industry standards
  • By appropriately qualified personnel

5.3 Customer Cooperation
The Customer shall provide timely access to:

  • Relevant information and documentation
  • Appropriate personnel
  • Facilities and systems as required

Article 6 – PRICING AND PAYMENT

 

6.1 Prices

  • All prices are in EUR unless otherwise specified
  • Prices exclude VAT and other applicable taxes
  • Travel expenses are charged separately for on-site services

6.2 Payment Terms

  • Cloud Services: Annual payment in advance
  • Hardware Products: 50% upon order, 50% upon delivery
  • Professional Services: Monthly invoicing for time and materials
  • Payment due within 30 days of invoice date

6.3 Late Payment

  • Interest: 8% per annum on overdue amounts
  • 2Grow may suspend Services for overdue payments exceeding 15 days
  • Customer remains liable for fees during suspension

Article 7 – INTELLECTUAL PROPERTY

 

7.1 2Grow IP
All Intellectual Property Rights in the Services and Products remain with 2Grow or its licensors.

7.2 Customer IP
The Customer retains all rights to its data and pre-existing intellectual property.

7.3 Feedback
Any suggestions or feedback provided by the Customer may be used by 2Grow without restriction.

Article 8 – CONFIDENTIALITY

8.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not disclose it to third parties without prior written consent.

8.2 This obligation survives termination of the Agreement for 5 years.

8.3 Exceptions apply to information that:

  • Is or becomes publicly available
  • Was rightfully known before disclosure
  • Is required to be disclosed by law

Article 9 – DATA PROTECTION

 

9.1 Both parties shall comply with applicable data protection laws, including the GDPR.

9.2 To the extent 2Grow processes personal data on behalf of the Customer, the Data Processing Agreement in Annex 1 shall apply.

9.3 2Grow implements appropriate technical and organizational measures to protect personal data.

Article 10 – LIABILITY

 

10.1 Limitation of Liability
2Grow’s total liability shall not exceed:

  • For Cloud Services: Annual fees paid in the preceding 12 months
  • For Hardware Products: Purchase price of the affected products
  • For Professional Services: Fees for the specific services

10.2 Exclusions
Neither party shall be liable for indirect, consequential, or punitive damages, including lost profits or data loss.

10.3 Exceptions
Limitations do not apply to:

  • Willful misconduct or gross negligence
  • Death or personal injury
  • Breach of confidentiality
  • Infringement of intellectual property rights

Article 11 – TERM AND TERMINATION

 

11.1 Term

  • Cloud Services: Initial term as specified in the order, then annual renewal
  • Termination requires 3 months’ written notice before renewal date

11.2 Termination for Cause
Either party may terminate immediately for:

  • Material breach not cured within 30 days of notice
  • Insolvency or bankruptcy
  • Force majeure exceeding 60 days

11.3 Effects of Termination

  • Customer shall pay all outstanding fees
  • Each party shall return or destroy Confidential Information
  • Customer may export its data within 30 days

Article 12 – FORCE MAJEURE

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, pandemic, or government actions.

Article 13 – EXPORT CONTROL

13.1 The Customer shall comply with all applicable export control laws and regulations.

13.2 The Customer shall not export or re-export Products to embargoed countries or denied parties.

Article 14 – GENERAL PROVISIONS

14.1 Governing Law
This Agreement is governed by Belgian law, excluding conflict of laws principles.

14.2 Dispute Resolution

  • Parties shall attempt good faith negotiation
  • Disputes shall be submitted to the courts of Ghent, Belgium
  • For international customers outside the EU: ICC arbitration in Brussels

14.3 Assignment
Neither party may assign this Agreement without written consent, except 2Grow may assign to an affiliate or successor.

14.4 Notices
Written notices shall be sent to the addresses specified in the Agreement.

 


2Grow BV
Krevelstraat 18/102
9000 Gent, Belgium
BE0674.596.297
info@2grow.be