Terms and conditions

TERMS AND CONDITIONS OF USAGE FOR REGENAGRI®

1. Thank you for choosing REGENAGRI®(hereinafter defined). Unless specifically agreed to in writing to the contrary, access to REGENAGRI® is provided in accordance with these general terms and conditions (hereinafter “T&C”). By registering, using or opening content or material made available through REGENAGRI® YOU enter into a binding contract with Control Union (UK) Limited (“Company”). All resulting contracts, agreements or other arrangement in relation to the REGENAGRI® will, in all respects be governed by these T&C (unless expressly stipulated to the contrary), except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude such T&C and in such a case, local law(s) shall prevail wherever, but only to the extent that, it is at variance with these T&C.

2. REGENAGRI® is provided “As Is” without warranties of any kind. We do not warrant that access to REGENAGRI® shall be continuous or uninterrupted. In the event of any disruption in the access to REGENAGRI®, we shall as soon as reasonably practicable, notify you of the same. However, you agree that we shall not be held liable or responsible for any loss or damage which YOU or any other third party may suffer in the event that access to REGENAGRI® becomes disrupted or unavailable for any reason whatsoever, including but not limited to computer down time attributable to malfunction, upgrades or preventive or remedial activities. We hereby urge the YOU to read these T&C carefully at it also handles important information about the service, as well as Data Protection, Intellectual Property and Confidentiality.

3. Service Level: While we cannot guarantee the continuous and uninterrupted availability of REGENAGRI®, we warrant that we shall use our best efforts in ensuring that any interruption to REGENAGRI® or your access be kept to a minimum. The Company shall provide service level (“Service Level”) as set forth in these T&C. In the event that we discover an interruption to REGENAGRI®, for whatever reason, we shall, as soon as practicable notify you via electronic mail or telephone of the same. For this purpose, you agree to notify us immediately in the event that you discover an interruption to REGENAGRI®. You agree and acknowledge that your delay or failure in bringing the same to our immediate attention may ultimately delay the recovery or repair of REGENAGRI® and your access to the same, for which we shall not be held liable or responsible.

4. Obligations of USER: Shall comply with all directions pertaining to access and use of REGENAGRI® which the Company may issue or instruct in accordance with these T&C. Further, the USER acknowledges and undertakes the following (where applicable):

4.1. Warrants that all material, data or information provided or transmitted to the Company are not in breach of any copyright or any intellectual property or proprietary right and shall guarantee accuracy of the same (where applicable). Further thereto, USER agrees and acknowledges that the Company are under no obligation to ensure that USER in providing such material, data or information is not in breach of copyright or any other intellectual property or proprietary right. Accordingly, the Company shall not be held liable or responsible in respect of the same.

4.2. The USER agrees and acknowledges that the Company is under no obligation to supervise, monitor, edit or control the content and form of any information or data, transmitted, or stored through REGENAGRI®, and accordingly, the Company shall not be held liable or responsible in any way whatsoever for any such content or information.

4.3. The Company disclaims any and all liability for any content or information made available through or from the use of REGENAGRI® which the USER or any other person or persons may find offensive, upsetting, defamatory, illegal, or generally against public morals.

4.4. The USER warrants not to use, attempt to use or assist any other person or persons in using REGENAGRI® for any unlawful or illegal purpose which is prohibited under these T&C. This shall include but is not limited to the act of posting, transmitting, disseminating or otherwise uploading:

(i) materials or communications which are harassing, libelous, tortuous, abusive, threatening or obscene, materials which infringe or violate any third party’s intellectual property rights or that may constitute a criminal offence, give rise to civil liability, violate any applicable laws or regulations or that is otherwise objectionable such as content which contains bigotry, racism, hatred or promotes illegal activities, harm or damage.

(ii) Viruses, Trojan horses, worms, time bombs, cancel bots or any other harmful, disruptive or deleterious files or programs.

(iii) Multi-level marketing messages or offers.

4.5. The USER also warrants:

(i) Not to disrupt or interfere with another person’s use or enjoyment of REGENAGRI®;

(ii) Not make any bulk transmission of unsolicited emails.

(iii) Not to create a false identity, use of false email address or provide false or fraudulent information about itself for the purposes of misleading the Company or any person or persons and/or third parties, as to your identity.

(iv) Not to attempt to hack into gain unauthorized access to the Company’s servers, including but not limited to dedicated server hosting, as well as REGENAGRI®.

(v) Not to post, transmit, disseminate, upload (hereinafter referred to as “make available” any content and/or information including but not limited to data, text, photographs, graphics, logos, messages, video, news, music, sound, or other materials which you do not possess the right to make available under applicable laws or under contractual or fiduciary relationship; and

(vi) Comply with all laws and regulations which relate to and govern transmission, use, protection and privacy of such content and /or information.

4.6. The Parties agree and acknowledge not to disclose certain information, material(s) or data which are deemed sensitive/privileged/confidential/trade secret (“Prohibited Information”) (where applicable), and use its best efforts to ensure that their employees, officers, directors, agents, servants, sub-contractors and/or any other person authorized by them not to make public or disclose the Prohibited Information, without prior written consent. The Parties understand and agree that it is not allowed to sell, license, develop or otherwise exploit any parts, services, documents (if any) or information which embody in whole or in part any Prohibited Information, unless consented to the contrary in writing.

4.7. The User agree and acknowledge that the Company reserved the right and sole discretion to edit, delete and remove any content or information which appears to violate any of the T&C. In such a situation (without prejudice to our other rights and remedies, whether legal or otherwise), the Company also reserve the right to immediately limit, suspend or terminate your access to REGENAGRI® should the Company find the USER to be responsible for the same.

4.8. Both Parties shall solely be responsible for the security of its information, data, and material from any form of unauthorized interference, access, viruses and harmful acts.

4.9. The USER acknowledges that, unless and to the extent stipulated to the contrary, the Company remains the sole owner of REGENAGRI® (inclusive of its derivatives) and all Intellectual Property Rights associated with REGENAGRI® (“ITS IP”).

4.10. The USER is prohibited from undertaking any of the following:

(a) Copy, modify, duplicate, create derivative works form, frame, mirror, republish, download, transmit, or distribute all or any portion of REGENAGRI® and/or documentation (as applicable) in any form or media or by any mean inclusive but not limited to intellectual property rights subsisting in the layout, aesthetic design and “Look and Feel of the website, inclusive but not limited to all multimedia, audio-visual material, graphics and images, all documentation, flowcharts, drawings, specifications, customized designs, manuals and other data.

(b) Reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of REGENAGRI®;

(d) License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make REGENAGRI® and/or documentation and/ or data available to any third party except with the authorized written approval of the Company;

(e) Attempt to obtain, or assist third parties in obtaining, access to REGENAGRI® and/or documentation and/or data, other than as provided by these T&C.

4.11. The USER shall use all reasonable endeavors to prevent any unauthorized access to, or use of REGENAGRI® and/or documentation and/or data and, in the event of such authorized access or use, to promptly notify the Company.

4.12. The rights provided herein are granted to the USER only and shall not be considered granted to any subsidiary, associate company, affiliate or holding company of REGENAGRI_®.

4.13. The USER shall release and indemnify the Company, our employees, officers, directors, agents, servants, subcontractors and any other person authorized by the Company against all claims, actions, and demands (including the cost of defending or settling any claim, action or demand), which may be instituted against us arising out of the usage of REGENAGRI, as a result of the USER’s actions, inactions, or negligence, your employees, officers, directors, agents, servants, subcontractors and any other person authorized by the USER, if any, or any other person for whose acts or omissions you’re vicariously liable.

4.14. The granting of access to REGENAGRI shall not be construed as the granting of a license under any patent, patent application, copyright, copyright registration, trade mark law, trade secret or other proprietary right to any person or entity or implying any obligation other than is specifically stated herein.

4.15. The Company shall, in providing REGENAGRI® comply with its [Privacy and Security Policy] relating to the privacy and security as may be notified to the USER from time to time, as such document may be amended from time to time by the Company, in its sole discretion.

4.16. Further, the Parties agree that the EU Data Protection Directive 95/46/EC (the “Directive”) as of May 25^th 2018, hereinafter to as “Data Protection Law”, requires a written agreement between the Parties (“data controller” and “data processor” relationship). The Data Protection Law applies to the processing of all types of information that directly or indirectly may be attributed to a living physical person.

4.17. When the Company processes any personal data in relation to provision of REGENAGRI, the Parties record their intention that the USER shall be the data controller and the Company shall be the data processor.

4.18. In such a case

(a) Each Party shall comply with its obligation as either a data controller or data processor.

(b) The USER acknowledges and agrees that the personal data may be transferred or stored outside of the jurisdiction where the Company is located in order for the Company to carry out its obligation under these T&C;

(c) That the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provision of the applicable Data Protection Law.

(d) That after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of data to be protected having regard to the state of technology and the cost of implementation.

(e) The USER shall ensure that the USER is entitled to transfer the relevant personal data to the Company so that the Company may lawfully use, process and transfer the personal data in accordance with its obligations, in accordance with these T&C. If under the Data Protection Law, a USER Affiliate is considered as a data controller (either jointly or severally) with respect to certain USER personal data, USER represents and warrants to the Company that USER (i) authorized to give instructions to the Company and otherwise act on behalf of such USER Affiliate in relation to such USER personal data as described in these T&C (ii) bind USER Affiliate to these T&C.

(f) The USER shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

(g) The Company shall process the personal data only in accordance with these T&C and will not process USER Personal data for any other purpose.

(h) Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. REGENAGRI standard services may include all or any of the following:-

5.1. Business solutions, data services, advisory and verification services related to agricultural activities.

6. The USER will:

6.1. Adhere to the instructions given by the Company on the usage and when and where it is required, to provide sufficient information (in the specified form and manner) and documents are given in due time to enable REGENAGRI® to perform effectively. USER shall guarantee the correctness, completeness and reliability of any information provided to the Company;

7. The Company shall be entitled at its discretion to delegate the performance of the whole or any part of REGENAGRI®S to any agent or subcontractor.

8. Charges: The REGENAGRI® is provided in the following

Non-Member – is granted limited access to certain information, material or data and analytics functionality ONLY.

Member – is granted access to the REGENAGRI® on a member subscription basis and will enjoy access to additional functionalities, advisory and verification services, made available exclusively to Member.

For Member, the subscription fee will be provided by the Company based on Member’s application. The request for membership can be submitted by contactinginfo@regenagri.orgor +44 (0)20 7488 2210.

9. Termination and Withdrawal of Access: The Company reserves the right and sole discretion to terminate and withdraw access to REGENAGRI®, immediately in writing, if:

· The USER was found to be in breach of any term of these T&C and such breach was not remedied IMMEDIATELY upon the breach being brought to the attention of the USER; or

· The USER becomes, threatens or resolves to become or are in jeopardy of becoming insolvent; or

· The USER, being in a partnership, dissolves, threatens or resolves to dissolves or are in jeopardy of dissolving; or

· The USER, being a natural person, dies; or

· The USER ceased, or threaten to cease conducting business in the normal manner.

9.1. If notice of termination is given to the USER pursuant to this Section, the Company shall be entitled in addition of terminating access to REGENAGRI®:

(i) Retain any membership fees paid by the USER in advance of such termination;

(ii) To be discharged from any further obligations that the Company may have.

(iii) Pursue additional or alternative remedy provided by law.

9.2. The Company reserves the right and sole discretion to immediately and without notice to you withdraw access to REGENAGRI® if:

(i) The USER fails to comply with any of the provision of these T&C including but not limited to the payment membership fee.

(ii) The USER terminates its membership subscription.

(iii) The USER misuse or abuse REGENAGRI® or fail to comply with its obligations as to the use and access to REGENAGRI® as specified in these T&C.

10. Liability: The Company undertakes to exercise due care and skill in the performance of its services and accepts responsibility only where such skill and care is not exercised.

10.1. The liability of the Company in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising in respect of any breach of contract and/or any failure to exercise due skill and care by the Company shall in no circumstances exceed the annual membership fee charged or chargeable or the charges payable in respect of the specific services required under a particular contract with the Company which gives rise to such claims provided however that the Company shall have no liability in respect of any claims for indirect or consequential loss including loss of profit and/or loss of future business and/or loss of production and/or cancellation of contracts entered into by the USER. Where the fee or charges payable relates to a number of services and a claim arises in respect of one of those services the fee or charges shall be apportioned for the purposes of this paragraph by reference to the estimated time involved in the performance of each service.

10.2. However, the Company shall be discharged from all liability to the USER for all claims for loss, damage or expense unless suit is brought within six (6) months after the date of performance by the Company of the service which give rise to the claim or in the event of any alleged non-performance within six (6) months of the date of such service should have been completed.

10.3. Where legislation implies any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included. However, the liability of the Company shall be, to one or more of the following:

(a) If the breach relates to goods:-

(i) the replacement of the goods or the supply of equivalent goods

(ii) the repair of such goods

(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(iv) the payment of the goods repaired; and

(b) if breach relates to services:-

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

10.4. The Company is neither an insurer nor a guarantor and disclaims all liability in such capacity. The USER seeking a guarantee against loss or damage should obtain appropriate insurance.

11. Indemnification

11.1. The USER shall guarantee, hold harmless and indemnify the Company and its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature and howsoever arising relating to the performance, purported performance or non-performance of REGENAGRI® to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned herein.

11.2. The indemnity set forth above, shall not apply to: (i) a claim of infringement resulting from the Company’s compliance with specific written instructions by the USER directing a change in the specifications to REGENAGRI®, including but not limited to methods or processes manner of performance of REGENAGRI® of the Contract or requiring the use of specifications not normally used by the Company (limited to methods or processes).

11.3. Every officer, employee, agent or subcontractor of the Company shall have the benefit of the limitation of compensation and the indemnity contained in these General Condition and so far as relates to such limitations any contract entered into by the Company is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.

12. No alteration, amendment or waiver of any of these T&C shall have any effect unless made in writing and signed by an officer of the Company.

13. Definitions:

(i) “Business Days”: means Monday through Friday, with the exception of United Kingdom public holidays.

(ii) “Confidential Information”: means any technical, financial or commercial information to a Party’s business, facilities, products, techniques, solutions or processes that is proprietary to a Party, which is disclosed or made available to one Party by the other Party, or its representatives, in any form whatsoever (including without limitation written or verbal disclosure, demonstration, sample, computer program, document, diagram, formula, function or drawing), irrespective of whether marked as “Confidential”. The content of these T&C and as well as any information that has been made available to either Party by a third party subject to an obligation of confidentiality, shall be deemed to be Confidential Information.

(iii) “REGENAGRI®”: means a business solution in the field of agriculture consisting of services, tools, applications, data and data analytics to help User and farms to assess and improve agriculture practices;

(iv) “REGENAGRI® Data”: means any and all data and information in any form or format that is accessible or made available via REGENAGRI®, including but not limited to data generated as a result of the system and/or solutions’ analytical, processing and/or data collecting capabilities (whether customized or otherwise).

(v) “USER”: means person authorized to access the system and provided with access credential.

(vi) “USER Data”: means data made available, including Personal Data, to Company by the USER in connection with the access given.

(vii)“CU/PETERSON/ORGANIZATION IP/ Intellectual Property Rights” means all intellectual property rights subsisting, forming part or arising from REGENAGRI® but not limited to the algorithms, APIs, apparatus, circuit designs and assemblies, concepts, data, databases and data collection, business analytics data, designs, diagrams, documentations, drawings, flow charts, formulae, gate arrays, ideas and inventions (whether or not patentable or reduced to practice) know-how, materials, marketing and development plans, marks (including registered and unregistered trademarks and services marks, brand names, product names, logos and slogans) methods, models, net lists, network configurations and architectures, photomasks, procedures, processes, protocols, schematics, semiconductor devices, software code (in any form including source code and executable or object code) specifications, subroutines, techniques, test vectors, tools, uniform resource identifiers, user interfaces, web sites, works of authorship, and other forms of technology and intellectual property that may be used or made available to the USER by the Company in connection with the provision of access to REGENAGRI®.

(viii)“Party or Parties” means Company and USER, individually or collectively, as the context requires.

14. Interpretation

(a) A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

(b) Words in the singular shall include the plural and vice versa.

(d) A reference to a statute or statutory provision is a reference to it as it is in force for the time being taking account any amendments, or extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

(e) A reference to writing or written includes faxes.

15. The Company may only use User Data for the sole purpose of providing the Services. The Company can use User Data as aggregate statistics, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify the User. The User’s non-aggregated User Data will not be used or disclosed to any third party by the Company without the User’s written consent.

16. All disputes existing between the parties shall be heard exclusively by a competent court in England.

17. All agreements between the Company and the USER are subject to the laws of England and Wales.

18. The Parties do not intend that any term of this Agreement should be enforceable, whether by virtue of contract or otherwise, by any person who is not a party to it.

19. All judicial and extra judicial costs incurred by the Company because of payment of an invoice was not made (in good time), shall be paid by the USER. The extra judicial costs are deemed to amount to at least 15% of the amount which is claimed.

20. Violation of terms of use: the Company may limit, suspend, or stop providing the Service if USER fails to comply with these T&C or breaches of the same.

21. Entire Agreement: This T&C supersedes any arrangements, understandings, promises or agreement made between the Parties and constitutes the entire understanding between the Parties hereto.

22. Variation: We may, at our sole discretion, vary the terms, conditions and provisions of these T&C. In the event of that we do so, such variation shall be notified to the USER in writing.