Terms and Conditions
Terms & Conditions: Version Date: 26 August 2020.
- ABOUT THESE TERMS & CONDITIONS
Before using any of our Products, please take a few minutes to carefully review:
- these Terms & Conditions;
- our privacy notice at (“Privacy Notice”) – this sets out more information on how we process personal data as a data controller and the rights which you have; and
- any Product specific terms.
These Terms & Conditions and any Product specific terms together constitute a legal binding agreement between you and us, regarding the use of our services. We refer to this throughout as the “Agreement”.
In order to use any of the Products, you must first: (i) create or hold an Account; and (ii) read and agree to this Agreement.
This Agreement makes use of certain defined terms (which we have capitalized). These terms are defined throughout, or in section 20 (Defined Terms).
- WHO WE ARE
We are “Syngenta” - Syngenta UK Limited (registered company no. 00849037, registered office address Cpc4, Capital Park, Fulbourn, Cambridge, CB21 5XE). In this Agreement we use the terms “we”, “us” and “our” to refer to Syngenta and our group companies.
- WHO YOU ARE
You are either:
- a grower who wishes to make use of the Products as an employee, owner, worker or other representative of an agricultural business; or
- an agronomic advisor (“Advisor”) who wishes to make use of the Products as part of a service you provide to your End Customers.
We do not offer our Products to consumers and so by using them and accepting these Terms & Conditions, you agree that you are a business user, acting on behalf of your business which is either a company, a sole trader or any other form of business entity (your “Business”);
Unless the context otherwise requires, in this Agreement, “you” and “your” means both the person (user) who has set up an Account to use the Products and the Business on behalf of which the Account has been set up.
Please note that the Business will be the data controller in respect of the personal data disclosed to us when using the Products – please see section 16.
- TYPES OF USER
The user who first creates an Account on behalf of a Business will be the “Master User”. If you are the Master User, you must be an authorized representative of your Business, with the authority to bind your Business to this Agreement.
The Master User may add another user (a “Secondary User”) to their Account, in two ways:
- by sharing access to the data in the Master User’s Account with a Secondary User of the Product; and/or
- by creating Secondary Users who are representatives of the Master User’s Business who are authorised to perform specific tasks through the Product.
If you are a Secondary User, you should be aware that the Master User may limit or otherwise restrict your ability to use the data in the Master User’s Account.
Irrespective of whether you are a Master User or Secondary User, you must comply with the terms of this Agreement.
Where you are an Advisor, you also undertake to ensure that, to the extent relevant, your End Customers comply with this Agreement.
- CHANGES TO THIS AGREEMENT
We reserve the right to make changes to this Agreement or any part of it (including these Terms & Conditions) at any time, including when we issue an updated version of a Product or release new Products.
If you do not agree to any such updates, you must not continue to use the Products and further access to the Products may be denied.
The Products use Your Inputs (as defined below in section 20) and process these, including through the use of extrapolation, combination with data and insights from other sources and the use of algorithms and statistical models developed by Syngenta, in order to produce the Outputs.
The Outputs are intended to be used to support and inform agronomic decisions taken independently by you, or, where you are an Advisor, by you and your End Customers. The Products, including the Outputs, should not be used for any other purpose. In particular, you undertake not to use the Products (and the capturing of GPS or other location data enabled by the Products) for the purposes of monitoring the behavior or location of other users within your Business.
PLEASE NOTE – The Outputs provided by the Products are dependent upon some factors that we cannot control:
- Algorithms - Agronomic decision support guidance is generated by highly complex algorithms which cannot represent every peculiarity of the individual case. We seek to constantly improve our approach to decision support. This is why it is essential that you use your professional judgment as to the safety and suitability of any of the Outputs.
- Your Inputs - The quality, accuracy and timeliness of the data you input will affect the Outputs.
- Third party data - although Syngenta takes reasonable care to ensure the quality and accuracy of third party partner data, some third party data is made available for use without any warranty that it is correct or error free.
- Real-world conditions - you may not achieve the desired results (for example, drift reduction, yield, pest control) predicted by the Products because real-world conditions such as the weather are variable and may be different to the conditions under which equipment was tested or for which algorithms and statistical models were developed.
- The weather – due to the nature of weather forecasting, forecasts provided by our weather forecasting partners will not be entirely accurate.
- The customizable profiles or settings which you have specified within the Products (or which have been specified for you by a Master User), for example risk thresholds.
PLEASE NOTE THAT Syngenta does not provide any guarantee that use of the Products will produce the desired agricultural results.
The Outputs should not be used as the sole basis for making agronomic decisions.
In particular, you agree that you are responsible for inspecting the fields and exercising your judgment in deciding whether to follow the agronomic decision support guidance or other Outputs, and for implementing agronomic practices in accordance with good agricultural practice, stewardship guidance and any applicable local laws and regulations.
We draw your attention to sections 17 (“Disclaimer”) and 18 (“Limitation of Liability”) below.
- CHANGES TO THE PRODUCTS
We reserve the right to change any of the Products (including their content and functionality) from time to time, and in turn this may necessitate making changes to this Agreement, following the process set out above. Except to the extent expressly set out in this Agreement, Syngenta will not be liable to you in any way for possible consequences of changes to the Products or the Agreement.
- PASSWORD SECURITY
It is your responsibility to keep your Account password secure. This includes choosing a complex password that is not used for other accounts, and not sharing your password with, or otherwise providing access to your Account to, any other person. If you forget your password, you can reset it.
- PROPRIETARY RIGHTS
The Products contain Trademarks and Contents which are proprietary to Syngenta or its licensors and which are protected by intellectual property and other rights and laws. Syngenta and its licensors retain exclusive ownership of the Products, their Contents and Trademarks. You may not reproduce, display or otherwise use any Trademark except as set out below. Where you are an Advisor, you must not hold yourself out as the owner or exclusive licensor of the Products, their Contents and Trademarks, or otherwise pass these off as your own when dealing with your End Customers.
- YOUR LICENSE TO USE THE PRODUCTS
You are granted a non-exclusive, non-transferable and non-sublicensable right to use the Products and to download, run, store, print, copy and share Outputs from the Products for the duration that this Agreement applies to you, provided that you only use the Outputs within your Business (or, where you are an Advisor, within the businesses of your End Customers) in a manner that complies with this Agreement (in particular section 6) and you do not modify the Outputs in any way (for example, by deleting or modifying any Trademarks or other notices).
You may not sell, rent, license or otherwise transfer Outputs to third parties or generate Outputs for third parties (except, where you are an Advisor, for End Customers). Any third party wishing to make use of the Products must create their own Account.
Except as stated above, no other rights to the Outputs or Products or any of their Contents are transferred to you. For example (without limitation) you may not do the following without first obtaining written permission from Syngenta: publish, display or transfer the Products or link to them from any other publicly available site.
- LIMITED WARRANTY
We warrant that, when used properly and in accordance with this Agreement and any other instructions issued alongside or as part of the Products, the Products will substantially function in accordance with this Agreement. Where you are an Advisor, you acknowledge that this warranty is provided to your Business only and may not be relied upon by any End Customer.
- YOUR OBLIGATIONS TO SYNGENTA
You represent and warrant that:
- Your Inputs (as defined below in section 20) were obtained in accordance with, and continue to comply with, all applicable laws and you have the rights required to input or upload Your Inputs to the Products and to grant the license set out below under section 13 (“Your License Grant to Syngenta”);
- Where Your Inputs include personal data relating to an individual other than yourself (for example, name, email address, device geolocation data), you (as the relevant Business) have established a valid lawful basis under applicable data protection laws to process that personal data, and will otherwise comply with your obligations as a data controller (see section 16), including in relation to transparency; and
- Your Inputs do not infringe any third party’s intellectual property, privacy or other rights and Syngenta will not need to obtain licenses from, or pay royalties to, any third party.
The Products may require Your Inputs (as defined below in section 20). You hereby grant us a non-exclusive, transferable, royalty-free, sub-licensable and perpetual right to use Your Inputs for the purposes of producing the Outputs and otherwise making possible your use of the Products, as well as for our use in improving our Products, developing new products and any other purposes determined by us, subject always to the terms of this Agreement. You may not be able to use certain features of the Products if you do not provide the required information. As between you and Syngenta, you own Your Inputs.
Where you are an Advisor, you acknowledge that it is your responsibility to obtain any rights, permissions or licenses from your End Customers that are necessary to grant us the license anticipated by this section 13.
- OUR USE OF ANONYMIZED DATA
To the extent that Your Inputs include personal data, we will only use such personal data in accordance with our Privacy Notice and section 16. Notwithstanding the foregoing, you acknowledge that we may aggregate or otherwise anonymise any personal data comprised in Your Inputs so that they no longer constitute personal data (“Anonymised Data”), and that our use of Anonymised Data is not constrained by our Privacy Notice.
- RESTRICTIONS ON YOUR USE OF THE PRODUCTS
You agree to comply with applicable law when using the Products. You agree not to use an automated system to access the Products, facilitate any person’s unauthorized access to the Products, or alter the Products’ functionality or availability. You agree not to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products or their Contents or attempt to derive the source code or create derivative works.
You understand that any personal data comprised in Your Inputs that we use in order to produce the Outputs is processed by us as a data processor, on behalf of you (as the relevant Business) as the data controller. With respect to any such personal data, we shall, as a data processor, comply with the provisions of Article 28(3) of the General Data Protection Regulation (“GDPR”), which are hereby incorporated by reference into this Agreement. For the purposes of Article 28(2) of the GDPR, we shall be generally authorized to appoint sub-processors, provided those appointments comply with the provisions of Article 28(4) of the GDPR. For the purposes of Article 28(3)(h) of the GDPR, you acknowledge that your right to an audit or inspection shall in the first instance be satisfied by sight of an internal audit report. Where such a report does not address your concerns, you shall, at your own expense, have the right to conduct no more than one audit (by yourself or a mandated auditor) per calendar year.
You further understand that the above obligations apply only in respect of personal data that we process on your behalf as a processor, and not to personal data that we process for our own purposes as a data controller. Please refer to our Privacy Notice for more information about our processing of personal data as a data controller. Where you are an Advisor, you must ensure that each End Customer, as well as each data subject associated with an End Customer whose personal data is provided to us, has been directed to our Privacy Notice.
As a data controller, you acknowledge that you are responsible for ensuring the lawfulness of the processing of personal data, which includes an obligation to provide a data privacy notice to data subjects whose personal data is processed in the context of producing the Outputs.
The Products and their Contents are provided on an "as is, "as available" basis.
We do not guarantee that the Products will always be available. Although we will try to minimize disruption and inform you in advance of planned shut downs, we reserve the right to shut down the Products without prior notice.
To the fullest extent permitted under applicable law, and other than as expressly set out in this Agreement, Syngenta and our respective service providers and licensors disclaim all representations and warranties of any kind including: (a) all warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to the Products and their Contents; (b) all warranties relating to delays, interruptions, errors, or omissions in the operation of the Products or any part of the Products; (c) all warranties relating to the transmission or delivery of the Products or their availability at any particular time or location; (d) all warranties that Your Inputs will be available - you must keep copies of these and not rely on our Products as a primary means of storing them (e) all warranties relating to the security of the Products or that the Contents are free of viruses, worms or other code that may manifest contaminating or destructive properties; and (f) all warranties relating to the use, validity, accuracy, currency, completeness, suitability, reliability of the Products and the Contents.
Your use of the Products and their Contents is at your sole risk. To the fullest extent permitted by applicable law, Syngenta and our respective service providers and licensors shall not be liable to you (whether in contract, negligence, tort, strict liability, breach of statutory duty or otherwise) for any losses or damages arising out of or in connection with: (a) your access to, use of, or inability to use, the Products or their Contents or for your reliance on the Contents; (b) for possible errors or omissions in the Contents. This exclusion of liability applies to all losses and damages of any kind, whether direct or indirect, including without limitation, interruption of business, loss of or damage to data, crops or goodwill, and loss of revenue or profits even if Syngenta knew or should have known of the possibility of such loss.
You acknowledge and agree that Syngenta could not make the Products and their Contents available to you at no charge if liability were not limited as above.
Other than the losses set out above (for which we are not liable), the aggregate liability of Syngenta and our respective service providers and licensors shall not exceed the greater of (i) what you paid for the applicable Product in the twelve months immediately prior to the event giving rise to any claim; or (ii) one hundred pounds (£100.00) or an equivalent amount in Euros.
Where you are an Advisor, you expressly acknowledge that: (i) you are directly liable to us for the acts and omissions of your End Customers (including any representatives of your End Customers who use the Products); and (ii) Syngenta shall have no liability to your End Customers for any breach by us or you of this Agreement. We advise you to put in place a robust agreement with each End Customer that covers, as a minimum, the subject matter of this Agreement.
Nothing in this Agreement shall exclude or limit our liability for: (i) fraud or fraudulent misrepresentation by us; (ii) death or personal injury caused by our negligence; or (iii) any other liability for which we cannot exclude or limit or liability under applicable law.
- GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of England and Wales without regard to conflict of law principles and the ordinary courts of England and Wales shall have exclusive jurisdiction for any claims relating to this Agreement.
In this Agreement, the following terms will have the following definitions:
“Account” means a user account which a Master User creates and may give Secondary Users access to.
“Contents” means the following and all intellectual property rights therein: (i) the Outputs; (ii) the design, features, functionality, navigation and look and feel of the Products; and (iii) Feedback.
“End Customer” means an agricultural business to whom an Advisor provides a service using one or more of the Products.
“Feedback” means ratings, comments, criticism, suggested improvements, opinions and ideas submitted by you or other users through the Products.
“Outputs” means weather forecasts, historic weather data, satellite imagery, agronomic decision support guidance, farm input recommendations any other outputs which you obtain via the Products.
“Product” means a web module or smartphone app or other service, including the mobile app for farm data scouting and mobile app for analytics, which are made available by us to users.
“Your Inputs” means the information and data which you upload, input, transmit, store or otherwise make available through the Products such as information about a farm business, field location, maps, boundaries, information about local weather or climatic conditions, drill date, emergence date, field-specific application times, last treatment date, field zone-specific application scripts for crop protection products, agronomic practices, crop losses, crop yields, in-field observations, photos, field-specific growth stages, previous applications of crop protection products, your selected thresholds (e.g. for pest, disease or weed pressure).
“Trademarks” means trademarks, service marks and logos.