These terms and conditions (the "Agreement") constitute a legal agreement between you ("farmer," "you", or "yours") and TF Tech NV, with registered office at Antwerpse Steenweg 19, B-9080 Lochristi, Belgium, (company number KBO 0712.845.674) ("we" "our" or the "Company") regarding our delivery and installation of a ThreeFold Certified Farming Solution, concisting of hardware, software and services as described in the proposal.
The definitions which apply to this Agreement, unless stated otherwise herein, can be found at: https://library.threefold.me/info/legal/#/legal__definitions_legal, and are incorporated herein by reference.
## 1. SERVICES
### 1.1 ThreeFold Certified Farming Solution.
The different types of farming solution are described in [https://library.threefold.me/info/tfgrid/#/farming/farming_types](https://library.threefold.me/info/tfgrid/#/farming/farming_types).
The Farmer will receive a digital online certificate from the Company signifying his accomplishment and qualifying the Farmer as a Certified Farmer (the "Certification Service").
The Company shall (1) provide configuration services, (2) assist the Farmer in setting up all necessary ThreeFold software in order for the Hardware to connect to the ThreeFold Grid; and (3) register the TFNodes (together: the "Set-Up Services").
Subject to the payment of the applicable Services Fee (Monthly Fee), the Farmer shall receive following services:
| Service | Description |
|-|-|
| Monitoring | Monitoring of the hardware in the Farming environment. |
| Escalation | Escalation and possible identification of the potential hardware issue. |
| Defect Support | Defect support of all ThreeFold delivered software (the "Software"). Provide bugfixes and deliver upgrade paths. |
| Hardware Guarantee | Replacement of broken hardware when shipped back by Farmer to ThreeFold or ThreeFold Partner |
| Knowledge Base | Build out a knowledge base for farmers. Provide accessto the Company’s technical support databases regarding the function and operation of the ThreeFold Software; |
| Upgrades | Receive automatic upgrades of the Software |
| Market Place | ThreeFold will deliver a marketplace which will allow anyone to automatically buy capacity from the Farm capacity. |
| Minting = TFT Token Rewards| TFT (Tokens) are rewarded automatically if the minimal SLA's were achieved (more info on https://library.threefold.me) |
The Company shall have no obligation to provide support with respect to any software, programs or hardware that was not developed by the Company or that was not purchased from the Company.
The Farmer acknowledges and agrees that no on-site support shall be provided by the Company, everything will be done remote if any way possible.
#### Requirements by Farmer
In order to qualify as a Certified Farmer, the Farmer shall provide and deliver at least the following items (without being restrictive):
| Requirements | Description |
|-|-|
| Rackspace | If relevant, enough rackspace to host the equipment. |
| Internet Connection | Deliver routing equipment towards the internet. Make sure internet connection is active. |
| Power/Cooling | Make sure there is power & cooling to the rack. |
| Logistics | When broken hardware ship the hardware to ThreeFold or ThreeFold Partner. ThreeFold will do the escalation to the Farmer. |
| Legal/Tax/... | The Farmer shall comply with all financial, tax, legal and administrative requirements which may be applicable in the country where the hosting of the Farm happens. |
| SLA | The Farmer shall make sure that the uptime of the TFNodes is equal to or higher than what the Farmer promised towards the ThreeFold Grid Users in this respect.|
Finally, the Farmer may purchase certain other services, such as technical assistance, integration or other professional services as set out in the paragraph hereinafter (the "Professional Services"), against payment of certain supplemental fees as determined between the Farmer and the Company separately.
For the avoidance of doubt, Professional Services are not included in the Services Fee set out in section 1.2 below.
As a Certified Farmer, the Company may provide the following optional services upon request (and subject to the payment of the relevant supplemental fees as may be agreed between the Parties):
- SPT: Service Pack Tokens
- Whitelabel Marketplace Tool Access
- Custom Networking Architecture & Deployment
- Monitoring Integration
## 1.4 Fees
The Solution Price (the "Fee") shall include the fees for the Farming Solution, the Certification Servcies, the Set-up Services and Maintenance and Support Services.
Except as provided explicitly stated otherwise in this Agreement, the Fee includes all costs and expenses incurred by the Company with respect to the delivery of the Services, such as but not limited to office and equipment costs, insurance charges, social security contributions and various taxes other than VAT.
As an exception, the Company is entitled to be reimbursed for special expenses (e.g. international travel expenses, hotels, etc) wholly, necessarily and reasonably incurred by the Company in the performance of the Services, and subject to the prior written approval of the Farmer.
The Fee will be invoiced to the Farmer within five (5) business days of the Signing Date.
Payment terms: 60% at invoicing, 40% at delivery and acceptance.
The Farmer undertakes to pay expenses within 30 days of receiving an invoice. The invoice shall be accompanied with a copy of the supporting receipts or invoices. The required equipment will only be ordered once the first 60% will be received.
## 2. OBLIGATIONS OF THE COMPANY
The Company must serve the Farmer in good faith and to the best of its ability and perform the Services in accordance with the highest industry quality standards.
The Company must devote sufficient time, attention, skill and expertise as may be necessary for the proper performance of the Services.
Through regular communication with the Farmer, the Company will ensure the delivered Services comply with the obligations of this Agreement.
## 3. OBLIGATIONS OF THE FARMER
The Farmer will provide to the Company all necessary information required to perform the Services. If necessary, the Farmer will give the Company access to the information required to perform the Services.
The Farmer will pay the Company the Service Fee for the Services as set out in this Agreement.
## 4. DURATION AND TERMINATION
**4.1** This Agreement is entered into for a definite period commencing on the execution date of this Agreement (the 'Effective Date') and ending after five years.
**4.2.** The Parties may terminate this Agreement immediately by giving written notice to the other Party in the event of:
a default or breach under this Agreement by the other Part capable of remedy, where the other Party fails to remedy that default or breach within 14 days of receiving notice in writing requiring it to do so; or
a bankruptcy petition being filed against the other Party, a petition being presented or meeting convened for the purpose of winding up the other Party.
**4.3.** The termination taking place in accordance with the article 4.2. will take place without the need for a court’s intervention and without any compensation for termination being due by the terminating Party.
## 5. ASSIGNMENT
The rights under this Agreement can not be assigned or transferred by either Party without the written consent of the other Party.
## 6. GOOD FAITH
During this Agreement, the Company will not accept any other assignments that might prejudice the correct performance of the Services.
## 7. INDEPENDENT ENTITIES
**7.1.** For the purpose of this Agreement, both Parties are independent entities, and neither the Farmer nor the Company will be or will be deemed to be an agent, partner or employee of the other Party to this Agreement, and they must not hold themselves out to third parties as being an agent, partner or employee of the other Party to this Agreement. This Agreement is an agreement for the supply of Services only as is reflected in the Service Fee.
**7.2.** The Company agrees and acknowledges that the Farmer has no obligation whatsoever to provide liability or health insurance, or any other benefits provided to the Farmer’s employees for the Company, and the Company will not claim benefits under unemployment or workers’ compensation laws from the Farmer. The Company specifically acknowledges that he is not entitled to sick pay, holiday pay, pension, or any other "employee" or "worker" benefits offered by the Farmer to its employees.
**7.3.** The Company agrees to bear sole and exclusive responsibility for:
(a) all direct and indirect tax obligations, whatsoever, and all labour and social security obligations, including – but not limited to- the payment of contributions, interest, penalties or costs arising in connection with the Services delivered by the Company under this Agreement; and
(b) all legally imposed formalities, registrations and affiliations for the obligations in this Agreement to be performed.
**7.4.** The Company will account to the appropriate authorities for its income tax, VAT, social security contributions and all other taxes, liabilities, charges and duties.
## 8. LIABILITY
Within the framework of the performance of this Agreement, the Company may only be held liable for gross negligence, excluding any responsibility for any form whatsoever of consequential damages (including lost profits or lost income) and for any action whatsoever that would be brought by third parties against the Farmer. In any case, the liability of the Company remains limited at most to 50% of the Fee effectively paid by the Farmer to the Company pursuant to this Agreement, regardless of whether the action was brought on a contractual or non-contractual basis. The Farmer shall safeguard the Company against any actions by third parties which would be based on or related to the performance of the Agreement.
## 9. NON-CANVASSING AND NON-SOLICITATION
During this Agreement and for a period of 12 months thereafter, the Farmer refrain from employing or soliciting, enticing away or endeavouring to do so, receiving or accepting the performance of services by any person employed or otherwise engaged by the Company at termination of the Agreement, irrespective of whether such person would commit a breach of his contract with the Company by being employed or by rendering services to the Company.
## 10. NOTICES AND SIGNATURES
Any invoices, notices or other communication required to be given under the terms of this Agreement:
- can be given in writing or by electronic means, it being understood that electronic records and signatures shall have the same legal standing as handwritten signatures and paper;
- must be sent by personal delivery or by post, facsimile or e-mail to the address of the other Party given above or at such other address as may be designated by either Party in writing for this purpose.
The parties understand and agree that they have the right to execute this Agreement through paper or through electronic signature technology, which is in compliance with the eIDAS Directive and other applicable EU law governing electronic signatures. The parties agree that to the extent they sign electronically, their electronic signature is the legally binding equivalent to their handwritten signature. They will not, at any time in the future, repudiate the meaning of my electronic signature or claim that their electronic signature is not legally binding. They agree not to object to the admissibility of this Agreement as an electronic record, or a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature, on the grounds that it is an electronic record or electronic signature or that it is not in its original form or is not an original.
## 11. PRIOR AGREEMENTS AND AMENDMENT
This Agreement supersedes all prior agreements, whether oral or in writing, between the Parties. It may not be amended except by the written agreement of the Parties.
## 12. SEVERABILITY
If any provision of this agreement is declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement will not be affected and the invalid or unenforceable part, term or provision will be deemed not to be a part of this Agreement.
## 13. GOVERNING LAW
This Agreement shall be governed by and construed in all respects in accordance with the laws of Belgium.
Each party agrees to the exclusive jurisdiction of the Courts of Gent.
## 14. SURVIVAL
The provisions of this Agreement which expressly or by implication are intended to survive the termination of expiry of this Agreement, such as but not limited to articles 8, 10, 11, 12, and 13 will survive and continue to bind the parties to this Agreement.
The authorised representatives of each Party acknowledge receipt of an original of this Agreement, executed by the authorised representatives of each Party.
## 15. REGULATORY COMPLIANCE
The Company will comply with all applicable laws and regulations in performing the Services, including all health, environmental, labour and social security regulations.
The Company will promptly provide the Farmerwith any reasonable information requested by the Farmer for the purpose of complying with any applicable legal and regulatory requirements.
## 16. CONFIDENTIALITY
**16.1.** The Company acknowledges and agrees that any information disclosed to the Company by the Farmer in relation with this Agreement and/or the Services is confidential. The Company also acknowledges and accepts that any such information will be treated and held in strict confidence and not used by the Company nor revealed in any way whatsoever, either directly or indirectly, to any third parties during the course of this Agreement or after a term of five years after the termination of this Agreement.
**16.2.** The Company acknowledges and agrees that any information the Company develops under or as a result of the Services delivered and that the Company provides to the Farmer is confidential and that any such information will be held in strict confidence and not revealed in any way whatsoever, either directly or indirectly, to any third parties.
**16.3** The confidentiality undertakings of articles 12.1 and 12.2 will take an end when the confidential information (i) is or becomes known in the public domain, (ii) is used or disclosed with prior written approval of the Farmer, (iii) is lawfully disclosed to the Company from a source other than the Farmer, without restriction on disclosure, or (iv) is made available by the Farmer to a third party on an unrestricted, non-confidential basis.
**16.4.** Neither Party will make or permit any person connected with it to make any announcement concerning this Agreement or refer to the other Party by name, during the course of this Agreement or after its termination, unless required by law or any competent regulatory body or with the prior written approval of the other Party, with such approval not to be unreasonably withheld or delayed.
The Company must not make any publicity or media releases in the framework of this Agreement, using the name of the Farmer, without its prior written consent.
