Last Updated: August 2026

These General Terms and Conditions apply to the use of the Application and all services offered by FruitForecast B.V. By using the Application, you agree to the applicability of these General Terms and Conditions.

‍1. Definitions ‍Derived Data

‍All data, analyses, forecasts, models, statistics, benchmarks, algorithms, insights, recommendations and other results generated or derived by FruitForecast B.V. through the processing of Customer Data, whether or not combined with data from third parties.

‍Application
‍The software solution offered by FruitForecast, consisting of a forecasting application for professional fruit growers.

‍FruitForecast
‍FruitForecast B.V., having its registered office at Meidoorn 40, (4841 LT) Prinsenbeek, the Netherlands.

‍Aggregated
‍Data Data that has been combined, anonymized and/or stripped of identifying characteristics in such a manner that it can no longer reasonably be directly or indirectly traced back to an individual customer.

‍Customer
‍The natural person or legal entity that enters into an Agreement with FruitForecast for the use of the Application.
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‍Customer Data
‍All data, files, video recordings, images, measurement data, input, registrations, documents and other information that is made available to FruitForecast B.V. by or on behalf of the Customer through the Application, or that is collected by the Application in connection with the use of the services.

‍Agreement
‍The agreement between FruitForecast and the Customer concerning the provision of the Application, consisting in any event of these General Terms and Conditions and any confirmation email and/or order confirmation.
‍Service Data
‍Technical data and usage data generated through the use of the Application, including log files, metadata, quality measurements, system information, usage statistics and performance data.

‍2. Applicability
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‍2.1 These General Terms and Conditions apply to all offers, agreements and services of FruitForecast.

2.2 Any deviations from these General Terms and Conditions shall only be valid if expressly agreed in writing.

2.3 The applicability of the Customer's general (purchase) terms and conditions is expressly excluded.

‍3. Term, Renewal and Termination

‍3.1 FruitForecast grants the Customer a right to use the Application under the conditions set out in the Agreement. The initial term of the Agreement is stated on the Customer's first invoice. If no specific term is specified, the initial term shall be twelve (12) months from the date on which FruitForecast first makes the Application available to the Customer. Thereafter, the Agreement shall automatically renew for successive periods of twelve (12) months, unless either Party terminates the Agreement in writing no later than one (1) month before the end of the then-current term.

3.2 If the Customer terminates the Agreement prematurely pursuant to a statutory right of termination granted to the Customer under applicable law, the Customer shall owe FruitForecast an early termination fee equal to the subscription fees and any other agreed recurring fees that would have become due during the remaining term of the Agreement until the next regular termination date (the "Remaining Contract Value").If, according to the standards of reasonableness and fairness, the Remaining Contract Value cannot be charged in full, the early termination fee shall amount to seventy percent (70%) of the Remaining Contract Value.Furthermore, in the event of premature termination as referred to in this clause, all discounts and price reductions granted to the Customer shall lapse retroactively to the extent that they were granted in connection with the agreed minimum contract term or agreed purchase volume. The Customer shall pay the difference between the amounts actually invoiced and the fees that would have applied without such discounts during the elapsed contract period.Nothing in this clause shall prejudice FruitForecast's right to claim compensation for any additional damages suffered as a result of the premature termination, insofar as such damages exceed the early termination fee.If and to the extent mandatory law applicable to such termination limits the amount of the early termination fee or subjects it to standards of reasonableness, such mandatory statutory provisions shall prevail over the provisions of this clause.

3.3 Either Party may terminate the Agreement, in whole or in part, by written notice if the other Party materially breaches one of its essential obligations under the Agreement and fails to remedy such breach, in whole or in part, within a reasonable period of at least thirty (30) days after receiving written notice of default. The obligation to pay invoices on time shall be regarded as an essential obligation under the Agreement.

3.4 Either Party may terminate the Agreement with immediate effect by written notice, without prior notice of default, if the other Party applies for (provisional) suspension of payments, is declared bankrupt, ceases its business operations and/or is dissolved. Once the Customer has irrevocably been declared bankrupt, the Customer's right to use the Application shall automatically terminate without any notice of termination from FruitForecast being required.

3.5 If, at the time the Agreement is terminated, the Customer has already received performance under the Agreement (including where FruitForecast has already granted the Customer access to the Application), such performance and the related payment obligations shall not be subject to reversal, unless the Customer proves that FruitForecast is in default with respect to a substantial part of such performance.Amounts invoiced by FruitForecast prior to termination in connection with work already performed or services already delivered under the Agreement shall remain fully payable, subject to the foregoing sentence, and shall become immediately due and payable upon termination.

3.6 Any provisions which, by their nature, are intended to survive termination of the Agreement, including provisions relating to confidentiality, intellectual property, liability, exit arrangements and applicable law, shall remain in full force and effect after termination of the Agreement.

‍4. Fees and Payment

‍4.1 The pricing arrangements are set out in an order confirmation and/or order form.

4.2 All prices are stated in euros and are exclusive of VAT and any other taxes, duties or levies imposed by governmental authorities.

4.3 Invoices must be paid within the agreed payment term. Unless the Parties have agreed otherwise in writing, all FruitForecast invoices shall be payable within fourteen (14) days.

4.4 The fee payable for the use of the Application shall be invoiced in advance and consists of: (a) a fixed fee; and (b) a variable fee.The variable fee depends on the number of plants used by the forecasting system, as specified by the Customer. The Customer warrants that the number of plants provided by the Customer for determining the variable fee is accurate.

4.5 If the Customer fails to pay the amounts due, or fails to do so on time, the Customer shall, without any reminder or notice of default being required, owe the statutory commercial interest on the outstanding amount.If payment is still not made after a reminder or notice of default, FruitForecast may refer the claim for collection. In that event, the Customer shall, in addition to the outstanding amount, reimburse all reasonable judicial and extrajudicial costs incurred by FruitForecast, including all costs charged by external experts.This is without prejudice to any other statutory or contractual rights available to FruitForecast.

4.6 If the Customer fails to make timely payment, FruitForecast shall be entitled to suspend or terminate the services, including access to the Application, in whole or in part, without being liable for any damage suffered by the Customer.

4.7 FruitForecast is entitled to adjust its fees annually.An adjustment based on the Producer Price Index for the Services Sector (PPI), as published by Statistics Netherlands (CBS), shall be regarded as a standard indexation and shall not entitle the Customer to terminate the Agreement.If FruitForecast increases its fees in any year by more than the applicable PPI percentage plus ten percent (10%), the Customer shall be entitled to terminate the Agreement.The Customer must exercise this right within thirty (30) days after FruitForecast has announced the fee adjustment, subject to a notice period of thirty (30) days.If the Customer does not terminate the Agreement within that period, the fee adjustment shall be deemed to have been accepted.

‍5. Conditions of Use

‍5.1 All services provided by FruitForecast are performed on a best-efforts basis.Forecasts, analyses and other output generated by the Application are based on data, data models, algorithms, practical experience and assumptions, and therefore constitute solely a best-efforts obligation.FruitForecast provides no warranties regarding the accuracy, completeness or suitability of any output generated by the Application or of any results that may be achieved through the use of such output.

5.2 The Customer is responsible for providing Customer Data in a timely, complete and accurate manner in accordance with FruitForecast's instructions, manuals and guidelines.Failure to provide Customer Data completely or in a timely manner may constitute grounds for FruitForecast to terminate the Agreement prematurely.

5.3 To enable the delivery of optimal-quality output, the Customer shall create and submit video recordings and other data correctly and in accordance with the instructions for use contained in the Application.FruitForecast is entitled to log, analyse and assess the quality of video recordings and other submitted data.

5.4 Work relating to assisting the Customer in correctly supplying data or video recordings may be invoiced separately if the number of hours exceeds the hours included in the basic package under the Agreement, provided that the Customer has been informed thereof in writing in advance.

5.5 The Customer remains fully responsible for all business decisions made on the basis of forecasts, analyses or other output generated by the Application.

5.6 The Customer shall not reverse engineer, decompile, analyse or otherwise attempt to determine the operation, source code or underlying models of the Application or any part thereof, except to the extent expressly permitted under mandatory law.

5.7 FruitForecast is entitled, from time to time, to conduct an audit of the number of plants specified by the Customer pursuant to Article 4.4.The Customer shall fully cooperate with such audit.

‍6. Services Provided by FruitForecast

‍6.1 FruitForecast reserves the right to modify the content and scope of the Application and related services.If such modifications are substantial and require changes to the Customer's operating procedures, FruitForecast shall notify the Customer as soon as reasonably possible.The costs arising from such changes shall be borne by the Customer.If such costs are significant, the Customer may terminate the Agreement in writing with effect from the date on which the modification takes effect, unless the modification results from changes in applicable legislation or other mandatory governmental requirements, or FruitForecast elects to bear the costs of the modification itself.

6.2 FruitForecast may modify the underlying software of the Application and/or introduce new or modified versions thereof, after which the amended version of the Application shall be made available to the Customer.FruitForecast is under no obligation to preserve, modify or add specific features or functionalities for the benefit of the Customer.

6.3 FruitForecast may temporarily suspend the Application, in whole or in part, for maintenance or other service activities.FruitForecast shall endeavour to keep any such suspension as short as possible and, where feasible, schedule it during periods when the Application is typically used least intensively.

6.4 FruitForecast is under no obligation to provide the Customer with a physical copy or downloadable version of the underlying software of the Application.

6.5 Unless otherwise agreed by the Parties, the Customer shall be responsible for configuring the Application, converting and uploading any data, creating backups and, where necessary, adapting and maintaining the relevant infrastructure, equipment, auxiliary software and operating environment required for the use of the Application.

6.6 FruitForecast does not warrant that the Application will operate without errors or interruptions.FruitForecast shall use commercially reasonable efforts to correct defects in the underlying software, insofar as such software has been developed by FruitForecast itself and the relevant defects have been reported to FruitForecast by the Customer in sufficient detail.Where appropriate, FruitForecast may postpone correcting a defect until a new version of the underlying software is released.

6.7 FruitForecast is not obliged to restore corrupted or lost data, except, where reasonably possible, by restoring the most recent available backup of the relevant data.If no data segmentation or other mechanism for separating customer data has been agreed, restoration of a customer-specific backup may not be possible.

‍7. Liability

‍7.1 The total liability of FruitForecast for any attributable failure in the performance of the Agreement, or on any other legal basis whatsoever, including any failure to comply with warranties or indemnities, shall be limited to compensation for damages as set out in this Article.

7.2 FruitForecast's total liability for direct damages shall be limited to a maximum of the total fees paid by the Customer during the twelve (12) months preceding the event giving rise to the damage.Under no circumstances shall FruitForecast's total liability towards the Customer for direct damages exceed EUR 25,000 (twenty-five thousand euros).

7.3 Liability for indirect or consequential damages is excluded, including, but not limited to:• loss of profits;• loss of revenue;• business interruption;• loss or corruption of data;• crop loss;• lost savings;• reputational damage; and• damage resulting from inaccurate forecasts.

7.4 The exclusions and limitations of liability contained in this Article shall cease to apply to the extent that the damage results from wilful misconduct or deliberate recklessness on the part of FruitForecast's senior management.

7.5 Unless performance by FruitForecast has become permanently impossible, FruitForecast shall only be liable for an attributable failure in the performance of its obligations if the Customer has first given FruitForecast written notice of default, granting a reasonable period in which to remedy the failure, and FruitForecast continues to fail to perform its obligations after the expiry of that period.

7.6 Any right to compensation shall always be subject to the condition that the Customer reports the damage to FruitForecast in writing as soon as reasonably possible after becoming aware of it.Any claim for damages shall lapse twenty-four (24) months after the claim arises, unless the Customer has commenced legal proceedings for compensation before the expiry of that period.

7.7 All exclusions and limitations of liability contained in the Agreement shall also apply for the benefit of all natural persons and legal entities engaged by FruitForecast and/or its suppliers in the performance of the Agreement.

‍8. Force Majeure

‍8.1 Neither Party shall be obliged to perform any obligation under the Agreement (including any warranty obligations) if such performance is prevented by force majeure within the meaning of Section 6:75 of the Dutch Civil Code.Force majeure on the part of FruitForecast includes, without limitation:
(i) force majeure affecting FruitForecast's suppliers;
(ii) failure by suppliers designated by the Customer to properly perform their obligations;
(iii) defects in goods, equipment, software or materials prescribed by the Customer for use by FruitForecast;
(iv) governmental measures, including import restrictions and trade restrictions;
(v) fire or power failures;
(vi) failures of digital infrastructure and/or telecommunications facilities;
(vii) strikes or pandemics;
(viii) cybercrime, cyber vandalism, war or terrorism; and
(ix) general transport disruptions.

8.2 If the force majeure situation continues for more than sixty (60) days, either Party shall be entitled to terminate the Agreement, in whole or in part, by written notice, without either Party being liable to pay damages to the other.Any performance already rendered under the Agreement shall be settled proportionately.

‍9. Intellectual Property

‍9.1 All intellectual property rights (including trade secrets and know-how) relating to the Application, software, algorithms, AI models, databases, forecasting systems, documentation, reports, working methods, know-how and all other materials of FruitForecast shall remain exclusively vested in FruitForecast or its licensors.

9.2 Nothing in the Agreement shall operate as a transfer of any intellectual property rights to the Customer.

9.3 For the duration of the Agreement, and provided that the Customer timely pays all fees due, FruitForecast grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Application solely for its own internal business purposes and for its intended use.The Customer may not use the Application or its output for the benefit of third parties or make them available to third parties.

9.4 FruitForecast's obligation to provide the Application, and the Customer's right of use, extend solely to the object code of the Application.The right of use does not include the source code.The source code and the technical documentation created during the development of the Application shall not be made available to the Customer.

9.5 The Customer shall not:• modify the Application or any output generated by the Application;• use the Application or its output for AI training purposes; or• perform scraping, mining or comparable techniques.

‍10. Data and Output

‍10.1 Ownership of, and all rights relating to, the Customer Data shall remain vested in the Customer as between the Customer and FruitForecast.The Customer grants FruitForecast a worldwide, non-exclusive, transferable and royalty-free licence to use, process, store, reproduce, analyse and combine Customer Data during and after the term of the Agreement for the purposes of:• providing the agreed services;• maintaining, securing and improving the Application;• developing and training algorithms, AI models and predictive models;• quality control;• statistical analyses;• benchmarking;• product development; and• generating Derived Data and Aggregated Data.FruitForecast may sublicense the licence granted under this Article to affiliated entities.The licence granted under this Article does not entitle FruitForecast to sell a customer-specific dataset relating solely to the Customer where the Customer remains identifiable.Following termination of the Agreement, FruitForecast shall retain the right to use Customer Data only insofar as it has become integrated into training datasets, has been anonymised, or constitutes Aggregated Data or Service Data.Identifiable Customer Data shall be deleted within a reasonable period following termination of the Agreement in accordance with applicable law.

10.2 FruitForecast shall process Customer Data in accordance with applicable privacy legislation and the agreed confidentiality obligations.

10.3 All rights, including intellectual property rights, relating to Derived Data, Aggregated Data and Service Data shall vest exclusively in FruitForecast.FruitForecast may use, analyse, exploit, commercialise and share such data with third parties without restriction, provided that such data cannot reasonably be traced back directly to an individual Customer.10.4 FruitForecast may collect and use Service Data for, among other things:• monitoring;• security;• support;• quality improvement;• analysis of usage patterns; and• optimisation of the Application, algorithms and models.

10.5 The Output is intended solely for the Customer's internal business purposes.The Customer shall not:• provide, forward, publish or otherwise make the Output available to third parties;• sell, license, lease or otherwise commercially exploit the Output;• use the Output as the basis for a product or service that competes with or is comparable to the Application, or enables third parties to obtain comparable functionality without a separate licence for the Application; or• process, combine or distribute the Output in such a way that third parties can wholly or partly circumvent the need for their own subscription to the Application.

10.6 FruitForecast shall not sell, disclose or make customer-specific commercially sensitive information available to the Customer's direct competitors unless:• the Customer has given prior written consent;• FruitForecast is legally required to do so; or• the information forms part only of Aggregated Data or Derived Data that cannot reasonably be traced back to the Customer.

10.7 Commercially sensitive information includes, but is not limited to:• production volumes;• yields;• pricing information;• sales information;• cultivation strategies;• customer relationships;• locations; and• any other information that FruitForecast should reasonably understand would be commercially detrimental to the Customer if disclosed.

‍11. Confidentiality

‍11.1 The Parties shall ensure that each other's confidential business information remains confidential and shall not disclose such information to third parties unless:• disclosure is necessary for the performance of the Agreement;• disclosure is required by law, a court judgment or an order of a competent authority; or• the information forms part solely of Aggregated Data or Derived Data that cannot reasonably be traced back to the Customer.

‍12. Privacy and Data Protection

‍12.1 The Parties shall comply with all applicable laws and regulations concerning privacy and data protection, including the General Data Protection Regulation (GDPR).

12.2 To the extent that FruitForecast processes personal data on behalf of the Customer, the Parties shall, where necessary, enter into a separate Data Processing Agreement.

‍13. Assignment of Rights and Obligations

‍13.1 The Customer shall not sell, assign or pledge any rights or obligations arising under an Agreement with FruitForecast to any third party without the prior written consent of FruitForecast.

13.2 FruitForecast shall be entitled to sell, assign or pledge its claims for payment of fees to a third party.

‍14. Governing Law and Dispute Resolution

‍14.1 These Terms and Conditions are an English translation of the original Dutch-language version. They are provided for convenience only. In the event of any discrepancy, inconsistency, or dispute regarding the interpretation or content of these Terms and Conditions, the original Dutch-language version shall be binding and shall prevail over this translation and any other language version.

14.2 The Agreement, and all agreements and legal relationships between the Customer and FruitForecast, shall be governed exclusively by the laws of the Netherlands.

14.3 The applicability of international treaties, including the United Nations Convention on Contracts for the International Sale of Goods (CISG or Vienna Sales Convention), is expressly excluded.

14.4 All disputes shall be submitted exclusively to the competent court of the District Court of Zeeland–West Brabant, sitting in Breda, the Netherlands.