Terms and conditions
Version 25 September 2023
These terms and conditions (the "Terms") set out the agreements between Optiflux NV (see contact details below) and the Customer with regard to the sale of Products and the use of the Applications. These Terms include the following documents:
General Terms and Conditions and Order Confirmation;
Presentation of Products and Applications;
General terms and conditions
Article 1 - Scope
The Terms and Conditions determine the rights and obligations of the Customer and its users with regard to Optiflux's products and applications (the "Products" and the "Applications"). The Terms and Conditions are the only ones applicable and take precedence over all other conditions (including those of the Customer). Deviations from the General Terms and Conditions are only possible with the written agreement of Optiflux (including in the Order Confirmation). In that case, the other provisions of the General Terms and Conditions remain applicable.
Optiflux may amend the Terms and Conditions (with the exception of the Order Confirmation) at any time. The Customer is responsible for compliance with the Terms by its users. The Customer and the users will be informed in a timely manner of changes.
Article 2 - Products – DCA storage
The information about the Products (including associated services, such as the Applications) is not binding, unless expressly agreed otherwise. Plans and other information relating to the Products and Applications remain the property of Optiflux, which retains all rights (e.g. intellectual property rights) to them. The Customer may not copy, distribute or otherwise use these plans and information, unless this is necessary for the use of the Products or the Applications.
If the Customer opts for DCA storage ("Dynamic Controlled Atmopshere"), the following applies. The DCA storage takes place at very low oxygen values, and therefore requires very hermetic cold stores with a maximum leakage of 0.10 cm2 per 100 m3 gross cell volume. Hermetic cold stores are required with every DCA system. The product variation in a DCA cell is considered to be as minimal as possible, which is more generally true for any (d)ca system. The rule of thumb is a maximum of 4 batches in a cold store, of which each batch must represent at least 25% of the total tonnage. The lots must be comparable in terms of harvest time and ripeness. A lot is defined as a unit of product of one variety/mutant, of one production plot, of trees of an equivalent production year, picked within a maximum period of 1 week. It is out of the question to store different varieties in one cold store. Many very small batches give too great a risk of differences in the fermentation limit and therefore of unwanted alcohol formation in one of the batches. With DCA storage, a number of things are no longer possible, for example the use of lime for extra scrub activity and partially emptying a cell and then continuing DCA.
The Customer always remains responsible for the set storage conditions as well as the storage result. The Customer must therefore keep an eye on the calibration gases and order new bottles from Optiflux in time. The Customer must also observe the general safety regulations, emphasizing that low oxygen levels are lethal for humans and animals.
Article 3 - Conclusion of agreement
The sale of Products and access to the Applications are further specified in the Order Confirmation. The agreement only includes the Products and services that are explicitly mentioned, to the exclusion of all other (e.g. accessory) products and services.
Article 4 - Delivery – Transfer of risk and ownership – Retention of title
The delivery times are determined in the Order Confirmation. Unless otherwise agreed, the delivery periods are only an estimate and delay can never give rise to termination of the agreement nor to compensation. Unless otherwise agreed, Optiflux is not responsible for the transport or assembly of the Products.
If Optiflux is responsible for the installation of certain Products, the Customer ensures that at the start of the works the cold stores have not yet been brought to the normal operating temperature and that they are completely empty. The cold stores must be walkable at the top. The Customer must provide the necessary cable ducts, unless otherwise agreed.
The Customer must take the samples needed for StorageInsights and keeps the samples at the Customer's location. Standard, two samples of 60 fruit each per assessment period, per orchard are provided. In case of DCA storage, the Customer must additionally take 5 samples of 10 fruits per parcel and store them in the cold store for analysis for monitoring the DCA storage according to the DCA Monitoring service.
The risk passes at the time of delivery. Optiflux retains ownership of the Products until full payment of all sums due. Until the transfer of ownership, the Customer may not sell or transfer the Products to third parties. If the Customer does not comply with this prohibition, compensation of 50% of the selling price (as a supplement to the selling price and costs) is due.
Article 5 - Prices and payment
The prices for the Products and for the use of the Applications are determined in the Order Confirmation. All existing or future taxes are for the account of the Customer.
Payments must be made within 30 (thirty) calendar days after the invoice date, unless otherwise agreed. In the event of late payment, the Customer will owe both a compensation of 10% (ten percent) of the unpaid amounts (with a minimum of 150 EUR) and a default interest of 10% (ten percent) per year, even without prior notice of default.
In the event of late payment and if the Customer does not respond to a notice of default, Optiflux may suspend the performance of its obligations. This applies without prejudice to the termination options as provided for in Article 7 of these General Terms and Conditions.
Unless expressly agreed otherwise, the prices of all Optiflux services, products and/or licenses are revised each year on January 1, based on the following formulaP = Po x (0.2 + 0.8 (S/So))
P = revised price
Po = base price
So = reference wage cost for companies in the digital sector, recognized by the Federal Public Service Economy, SMEs, Self-employed and Energy and published by Agoria on the date of the agreement.
S = the same reference wage cost on the date of the price review.
Article 6 - Applications – Data
The data generated, collected and/or stored by the Applications and/or the Products become the property of Optiflux. Insofar as this data does not constitute personal data, Optiflux is entitled to use and exploit this data without restrictions. If Optiflux does not become the owner of this data, the Customer grants Optiflux a right of use. This right of use applies without limitations in terms of applications or territories, nor in time, and is granted free of charge.
Article 7 - Term and Termination
This agreement is valid for 1 (one) year from signing. It is automatically and tacitly renewed for 1 (one) year at a time after the expiration of that term or each renewal term unless a party waives the renewal and registers this in writing at the latest 3 months before the end of the current term.
Both the Customer and Optiflux have the right to terminate this agreement prematurely, based on written notice and with immediate effect, in the following cases:
The other party commits a material breach of the agreement and does not remedy this violation within a reasonable period after receipt of a notice of default from the terminating party (period of at least 1 month);
Bankruptcy (or application) of the other party;
The other party ceases its activities; and/or
The execution of the Terms and Conditions is suspended due to force majeure for more than 3 (three) months.
The provisions which, by their nature, are intended to remain in force after the end of an agreement shall remain in force.
Article 8 - Guarantees
Optiflux bears the legal warranty obligations as seller, in particular for hidden defects in the Products themselves that are not due to force majeure or any other cause that is foreign to Optiflux or its products. This only applies to hidden defects that become apparent during one year after recruitment. If necessary, Optiflux will remedy the hidden defect by replacing or repairing it. Optiflux becomes the owner of replaced parts, which the Customer will return at his own expense. Optiflux bears no further warranty obligations, unless otherwise agreed in writing.
Article 9 - Liability and force majeure
Unless expressly agreed otherwise, Optiflux's obligations constitute obligations of means. Optiflux is only liable for intentional and serious errors. Optiflux is never liable for consequential damage, for claims of third parties, nor in the event of force majeure (being external circumstances that occur independently of its will and that make the performance of its obligations impossible or unreasonably onerous). Under no circumstances will Optiflux's liability exceed the amount of the contract value per year. The Customer shall take all reasonable measures to limit any damage.
In the case of DCA storage, the Customer will also store a batch of fruit or vegetables under normal circumstances (ULO storage). The Customer acknowledges the importance of this control party to provide evidence of alleged errors in the service or Products of Optiflux, in comparison with the parties under DCA custody.
Article 10 - Disternal provisions
Optiflux may transfer all or part of its rights and/or obligations to third parties. The Customer is not permitted to transfer all or part of his rights to third parties without the prior written consent of Optiflux.
Any complaints can only be made in writing and this within 30 (thirty) calendar days after the date on which the cause of the complaint arose. The complaint must contain a clear, accurate and substantiated description of the alleged non-compliance.
Changes to or deviations from the Terms and Conditions are only possible with the written approval of Optiflux. If any provision of the Terms is found to be invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions.
In the event of conflicting provisions in the Terms and Conditions, the following order of precedence shall apply:
General Terms and Conditions;
Presentation of the Products and Applications;
The Terms and Conditions and, in general, any (contractual) relationship and/or claim relating to the Products and the Applications is subject to Belgian law. Any dispute between Optiflux and the Customer is subject to the exclusive jurisdiction of the courts of the jurisdiction in which Optiflux's registered office is located.
Article 1 - Scope
Article 2 - Applications
The Applications include the following:
WatchDog: Web application for collecting and user-friendly display of the measurement data and machine times in a clear dashboard based on lists and graphs. Possibility to set alarm thresholds and notifications in case of deviation via email & SMS. Possibility to efficiently enter manual control measurements on gas composition and temperature. Possibility of flexible export of data in the form of tables and graphs for reporting and reports.
Storage Insights: This module uses mathematical models that can describe the change in the quality of fruit and vegetables based on the initial quality of the batch at deployment and the measured gas composition and temperature. On the basis of this module, it can be determined which batches are suitable for short, medium and long storage and allows you to make informed decisions about when to open which cold store. Measurements and graphs related to the quality prediction of fruit and vegetables are also displayed in the dashboard of the web application and it is possible to set alarms and be informed when a batch reaches the set quality limit.
OptiControl: In order to offer an alternative to organic growers and conventionally grown fruits and vegetables if SmartFresh (1-MCP) should become undesirable/prohibited in the future, Optiflux offers a patented DCA technology. With DCA, the O2 level in the cold store is gradually lowered, until it is detected on the basis of the fruit breathing that the fruit or vegetables experience low oxygen stress. Then the O2 level is slightly increased until this low O2 stress disappears. In this way, fruits and vegetables are stored at the lowest possible O2 level, which leads to maximum preservation of quality, without inducing taste or storage deviations. This technology is very durable, as it limits post-harvest losses and saves up to 20% on cooling energy by reducing the respiration of the fruit and vegetables in storage.
Intake: Mobile and webb application to assess intake quality.
The Applications may not be available in case of updates, malfunctions, maintenance, etc. This is limited as much as possible, without the right to compensation. Maintenance is possible at any time and without prior notice. Optiflux can always make changes to the Applications and correct errors. Optiflux reserves the right to refuse access to and/or use of the Applications, temporarily or permanently.
Article 3 - Access & Accounts
In order to access the Applications, users must create an account by means of an online registration via the Optiflux web application. In doing so, they must provide (at least) the following information: organization, name, e-mail address and mobile phone number. All other information is not mandatory, although Optiflux may recommend or require this in function of specific functionalities. The user provides complete, up-to-date and correct information and will always update it.
If the user has an account, he/she can log in with his/her login name and password. Each account is unique and each user may only have 1 (one) account. The Customer shall ensure that:
Each user chooses a password that is sufficiently complex and long;
The login details and passwords of the users remain secure and confidential; and
The passwords of the users are changed if there is a suspicion that someone else has taken note of them.
Article 4 - Use of the Applications
The Applications may only be used for legitimate purposes and for the functionalities provided. The Customer and its users are prohibited from (attempting to) violate the security and operation of the Applications.
In particular (without limitation), neither the Customer nor the users may use the Applications:
to violate the rights of third parties, such as intellectual property rights and privacy;
for the benefit of third parties, as the use of the Applications is personal;
by selling, sublicensing or otherwise distributing the Applications or any content thereof to third parties;
by means of external applications that automatically download information from the Applications (e.g. scraping);
to attempt to gain or disrupt unauthorized access to any information, service, device, data, account or network;
in a way that may damage the Applications, cause technical malfunctions or hinder their use by others (e.g. viruses, flooding)
in a way that Optiflux finds objectively unacceptable.
If the Customer or a user becomes aware of such activities, he/she shall immediately inform Optiflux thereof and shall take all other appropriate measures to cease these activities and limit the damage.
Article 5 - Liability and force majeure
Unless expressly agreed otherwise, Optiflux's obligations constitute obligations of means. Optiflux does not guarantee that the use of the Applications will be uninterrupted and error-free, nor that the content of the Applications or the results will be accurate and reliable.
Optiflux is only liable for intentional and serious errors. Optiflux is never liable for consequential damage, for claims of third parties, nor in the event of force majeure (being external circumstances that occur independently of its will and that make the performance of its obligations impossible or unreasonably onerous). Under no circumstances will Optiflux's liability exceed the amount of the contract value per year, regardless of whether the claim is brought on a contractual or non-contractual basis. The Customer and the users must take all reasonable measures to limit any damage.
Article 6 - Diverse provisions
Optiflux NV (hereinafter ‘we’, ‘us’ and ‘our’) understands the importance of the privacy of its customers and users of its website visitors and the protection of their personal data. This policy sets out how we handle and process your personal data.
Optiflux NV, with its registered office at Centrum-Zuid 1111,3530 Houthalen-Helchteren, KBO (Crossroads Bank for Enterprises) number BE0763.806.605 manages this website. We act as the data controller when we process our customers’ and website users’ personal data.
We believe it is important to create and maintain an environment where our customers can be confident that their data will not be misused. We comply with the regulations applicable to data protection such as the Regulation (EU) 2016/679 (also referred to as the General Data Protection Regulation, hereinafter “GDPR”) and the Belgian Data Protection Act. The aforementioned regulations concern the protection of personal data and provide you with rights over the said personal data.
The objective of this policy is to indicate what personal data we collect, how we use your data after you have visited our website and to assure you that we process your data appropriately.
2 - What type of personal data do we collect?
It is not necessary to provide personal data to use most of our website.
We collect and process the following categories of personal data for the purposes stated below:
Contact details (email, telephone number);
Additional or optional data are provided by filling out forms on our website or when we contact you (by telephone, email or at trade fairs or events).
We also collect and process data obtained via our website or the devices you use. The collected data may be:
Login details (username and password) for the section of the website reserved for customers;
Location data (collected via social media or the IP address of your device; GPS signals sent by your mobile device);
Login details for the OPTIFLUX cloud platform, such as your name, e-mail address, and password (encrypted). The OPTIFLUX application consists out of an industrial computer (as part of a measuring device) which collects machine data and which transmits a set of these machine data to the OPTIFLUX cloud platform where the user can have access to the data collected by the device.
The device processes personal data of the operators of the machines equipped with the measuring device via activity and event logs and data uploads in order to trace malfunctions and defects and to follow up for maintenance.
Data we obtain from other websites, for example if you ask us to link to your Facebook account
We may also collect data from the public domain to check data previously collected or to manage or broaden our activities.
3 - Why do we collect these data and on what legal basis?
4 - How will your data be used and shared?
We can share your personal data with:
We share the information regarding the use of the machines of our customers and of our products with that customer, which may be your employer or . We do not share this data with other customers.
Based on our legitimate interest, we may also share your personal data with third parties that assist us with our products and services. Some examples of third-party activities include the hosting of web servers, data analysis, marketing support providers and customer service. These companies have access to your personal data but only when this is required to perform their activities. They are not permitted to use your data for any other purposes.
Your personal data may not be sold or leased to third parties.
We may publish your personal data to enforce our policy, to comply with our legal obligations or in the interest of safety, in the public interest or for the purposes of legal enforcement in any country where we have entities or subsidiaries. We may follow up a request from a law enforcement agency, regulatory authority or government agency. We may also publish data for the purposes of current or scheduled court cases or to protect our property, safety, people or other rights and interests.
Should Optiflux be sold or merges with another company, your data will be accessible to the advisor of the potential buyer and transferred to the new company owners. In that case, we will take the appropriate measures to guarantee the integrity and confidentiality of your personal data. The use of your personal data will always be subject to this policy.
5 - Transfer of your personal data outside the European Economic Area
We do not transfer your personal data to third parties outside the European Economic Area.
6 - Rights of the data subject
Data protection legislation provides various rights for the data subject with regard to the processing of personal data to ensure the data subject has sufficient control over the processing of their personal data.
You are entitled to:
a. Right of access/inspection
You are entitled to receive confirmation from us of whether your personal data is processed by us. If we due process your personal data, you are entitled to request to view your personal data.
Should it not be included in this policy, we will provide you with information on:
the purposes of the processing;
the categories of personal data concerned;
the recipients or categories of recipient to whom the personal data have been or will be disclosed;
the transfer thereof to recipients in third countries or international organisations;
where possible, the intended period for which the personal data will be retained, or if this is not possible, the criteria used to determine that period;
your entitlement with regard to your personal data as listed in this section;
where the personal data are not collected from you, all the information available regarding the source of the data;
the existence of automated decision-making, including profiling, and meaningful information about the logic involved, as well as the significance and the intended consequences of the said processing for the data subject.
We will produce a copy of the personal data relating to you in our records upon request. Should you make repeated and disproportionate requests for copies of the said data, we reserve the right to charge you a reasonable fee.
b. Right to rectification
Should you determine that the personal data on our records is incomplete or incorrect, you are entitled to notify us in order for the necessary steps to be taken to rectify or add to the said data.
c. Right to be forgotten
You are entitled to request we delete your personal data should the processing not be in accordance with the data protection legislation or should the said processing not fall within the limitations laid down by law.
d. Right to restriction of processing
You are entitled to request we limit the processing of your personal data if:
the accuracy of the personal data has been called into question during the period required to check the accuracy thereof
the processing is unlawful and you do not wish the data to be deleted;
we no longer require the data but you do not request we delete the data because the data is required for the pursuance or defence of legal claims
an objection is made to the processing pending an explanation of the legitimate interests that outweigh your interests.
e. Right to data portability
You are entitled to receive the data you have provided to us in a structured, standard and machine-readable format. You are entitled to request we transfer the personal data to another data controller (directly from us). This is an option when the processing is based on your consent and processing via an automated procedure.
f. Right to object
Where your personal data is processed for direct marketing purposes (including profiling), you remain entitled to object to the said processing.
You are entitled to object to the processing based on a specific situation related to the data subject. The organisation will no longer process the personal data unless the organisation demonstrates compelling legitimate grounds for the processing which outweigh your interests or the interests of the pursuance or defence of legal claims.
g. Automated individual decision-making
The data subject is entitled not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her or similarly significantly affects him or her, such as the evaluation of personal aspects related to performance at work, reliability, creditworthiness, etc.
The said right not to be subjected to such automated decision-making processes does not apply where the process is allowed on the basis of a mandatory legal provision.
The data subject is not entitled to invoke this right when the decision is required to enter into, or to execute, an agreement between the data subject and the organisation or is based on the explicit consent of the data subject. In the latter two cases, the data subject is entitled to human intervention by a member of the organisation staff and is entitled to notify the organisation of their position and to contest the automated decision.
h. Right to withdraw consent
If you have consented to the processing of your personal data for a specific purpose of processing, you are entitled to withdraw your consent by sending an email or via your account.
If you opted in to receiving [commercial email messages, newsletters, etc.] from us when you registered on the website, you can unsubscribe if you change your mind.
i. Procedure to exercise rights and other provisions
We can request you verify your identity to ensure your request is lawful and that we are sending the reply to a person entitled to make such a request and to receive the data.
Please note that we may refuse access to your personal data or may not be able to grant your request under specific circumstances when we are entitled to do so under the applicable data protection legislation.
For further information on the processing of your personal data or if you wish to exercise your rights, please contact us at firstname.lastname@example.org.
You are entitled to lodge a complaint with the competent supervising authority (for data protection). In Belgium, the Data Protection Authority, Drukpersstraat 35, 1000 Brussels (email@example.com).
We make every effort to guarantee the security of your data. We have implemented reasonable technical and organisational measures to guarantee your personal data against accidental or unlawful destruction, loss, modification, unauthorised disclosure and/or unauthorised access to the data transmitted, saved or otherwise processed. Please note that the internet is an open network; we cannot therefore guarantee that unauthorised third parties will not be able to circumvent these measures or use your personal data for inappropriate purposes.
This website may include links to third-party websites. We will not be held liable for the content of these websites, nor for the privacy standards and practices of the corresponding third party. You must read and understand the relevant third-party and website privacy policies before accepting cookies and visiting a website, to ensure your personal data is sufficiently protected.
7 - Terms and conditions of use and liability
a. Rights to the website and materials – Permitted usage
Our website and the materials available thereon (for example texts, images, videos, data, software, brands and trademarks and other data) are protected by intellectual property rights and other rights vested in us and/or licensors].
Visitors to the website and any other platforms (customer section) are permitted to consult the website, the platform and the material for their own purposes. This right of use is non-exclusive and non-transferable and we reserve the right to revoke this right at any time and without justification. Any other use of any element of the website and/or platform (i.e. reproduction, changes, publication or any other form of distribution) is prohibited, unless we and/or the licensors have provided advance express permission in writing.
b. Prohibited use of the website and material
You undertake as follows: not to use the website, the platform and the material (1) illegally and/or for illegal purposes; (2) not to damage, modify, interrupt, stop it or impair its efficiency; (3) to disseminate or install computer viruses nor to disseminate or install material that is insulting, obscene, threatening or otherwise not in accordance with the intended use of the website and the platform; (4) not to infringe third-party or our rights to privacy, protection of personal data or intellectual property; (5) to disseminate or install material for marketing or advertising purposes without requesting our prior approval and only insofar as the recipient has requested the said material.
We shall make every effort to ensure the information we add to our website and the platform is as complete, correct and current as possible, although we cannot guarantee that the information provided does not include any errors. The information contained therein is not aimed at specific people or organisations and may therefore not be complete, relevant or accurate.
The information must not be considered professional or legal advice (an expert should always be consulted for these purposes). The user is responsible for the use of the website, the platform and their data. We waive all liability for any damage caused by any errors on this website.
We make every reasonable effort to limit technical malfunctions. Errors and malfunctions may however occur when using the website or the platform, which may hinder the availability or operation thereof. The website, the platform and the content thereof is provided “as is” and we do not accept any liability for issues resulting from the use of our website, the platform or the content thereof.
The website pages or the platform may contain links to external websites for whose content we neither assume nor will assume any liability with regard thereto. We will not be held liable for material and information added by users to the website or platform. The user is obliged to indemnify or compensate us for all damage attributable to the material and information.
8 - Applicable legislation and jurisdiction
Belgian law is applicable to our website, this policy and disputes that may arise with regard to these. In the event of a dispute, only the courts Leuven shall have jurisdiction.
9 - Amendments to this policy
Optiflux may amend or update this policy to ensure the provision of information on how we process your personal data at that time. The updated version of this policy is available on the same website and will take effect upon publication. Please visit this webpage regularly to ensure you remain up-to-date on how we collect and process personal data, how and under what circumstances we use your personal data and when we share your personal data with third parties
Optiflux - Contact details
Address: Centrum-Zuid 1111 – 3530 Houthalen-Helchteren
Company VAT number: 0763.806.605