Nutreco Digital Services: App

These Access Conditions (“Conditions”) govern the use of – or inability to make use of – the platform, software, tools and data relating to: “App” (“the Service”). They are agreed between (i) Nutreco Nederland BV. (“Service Provider”) and (ii) the business (entity) for which You are using the Service and to whom the credentials are provided (“User”). “User” can be one named person, or a collection of individuals with a user account on behalf of a (legal) entity (“Unit”) You – as the person accessing the Service and accepting these Access Conditions – represent and warrant that you are authorised to represent and bind User to these Conditions and can accept the Access Conditions on User’s behalf. These Access Conditions apply to User. You are not permitted to use the Service for purposes unrelated to your position with User, but in the event of any use by you for such purposes, these Access Conditions will also apply to you directly, whereby the User’s obligations will be interpreted as obligations also applicable to you.

By clicking the ‘I Agree’ button, User agrees to these Access Conditions. In case User does not accept the Access Conditions, User is not authorised to access or use the Service.

Service Provider can amend these Access Conditions from time to time and they were last updated in April 2021. The most current version of these Access Conditions governs your use of the Services. We will notify you of material changes to these Access Conditions by presenting a pop-up notification within the Service. By continuing to use or access the App after those changes become effective, you agree to be bound by the revised Access Conditions. These Access Conditions are effective between Service Provider and User as of the date of acceptance thereof.

1. User Access Right

1.1          Service Provider hereby grants User a non-exclusive, non-sublicensable, non-transferable, non-assignable right and license, for the term of these Conditions, to use the Service and the information and data provided through the Service (“Output”) in accordance with these Conditions.

1.2          User will only use the Service and the Output for the purpose for which Service Provider has provided access to the Service. Service Provider may adjust the scope of the Services that the User has access to and implement usage restrictions.

1.3          User shall not use the Service, Output or any other data contained in the Service:

a.         for the benefit of another party, not being the User; or

b.         for any purpose not expressly permitted by these Conditions; or

c.         for any purpose that could be considered outside User’s normal and reasonable scope of business; or

d.         for any purpose contrary to any law or regulation or any (self) regulatory code or any guidance or request from Service Provider;

e.         if the license is limited to use by a Unit, other than by that Unit;

f.          to take any action that imposes, or may impose in Service Provider’s sole discretion an unreasonable or disproportionately large load on the Service or related infrastructure, or interfere with the proper working of the Service or any activities conducted on or through the Service; or

g.         to violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property or other legal rights.

1.4          User shall not scrape, copy, modify, decompile, reverse engineer or create derivative works from the Service, Output or any other data contained in the Service.

1.5          User shall not bypass any measures Service Provider may use to prevent or restrict access to the Services or any part of the Services including creating multiple [Service Provider] Accounts or screen names for an individual Services User.

1.6          User shall not reproduce, distribute, publicly display or perform, modify, make derivative works of, redistribute, sublicense, rent, publish, sell, assign, lease, market, transfer, or otherwise create the Service, Output, or any Service content, code or program, or make them available to others without authorization, in whole or part.

1.7          User shall not interfere with security features of the Service, including without limitation, by: (i) disabling or circumventing features that prevent or limit use or copying of content, or which violate copyrighted or otherwise legally protected software; or (ii) reverse engineering or otherwise attempting to extract the source code of the Service or any part thereof, except to the extent that such activity is expressly permitted by applicable law.

1.8          User shall not perform, attempt to perform or assist a third party to perform any fraudulent activity using or in connection with the Service, including impersonating any person or entity, claiming false affiliations, accessing the accounts or passwords of others without permission, or falsifying your age, date of birth, or contact information).

1.9          User shall not attempt to do any of the foregoing in this Section, or assist or permit any persons in engaging in any of the activities described in this Section.

2. Security and Integrity of the Service

2.1          User may only use the credentials to the Service for accessing the Service itself and for its own benefit, in order to use this Service in the regular course of business and within the limits of the license granted under clause 1. The credentials must be kept confidential at all times. Service Provider may at all times and at its sole discretion limit access to the Service or (temporarily) disable the credentials.

2.2          User will at all times safeguard and maintain the security and integrity of the Service and the data contained therein and User represents, warrants and covenants that:

a.         the hardware, software and third party (network) services used by User to access and use the Service are and will be kept up-to-date, fit for the purpose, virus-, trojan horse- and malware-free and secure from unauthorized access; and

b.         the data submitted to the Service is fact-based, correct, comprehensible, free from third party rights and claims, and virus-, trojan horse- and malware-free.

2.3          User will explicitly designate and record which persons are entitled to use the credentials to access the Service. User will inform such persons of User’s obligations and limitations under these Conditions and User will be responsible for compliance therewith. Upon becoming aware of any (potential) improper access to or use of the Service or the Output, User will immediately notify Service Provider and User will immediately terminate such person’s access to and use of the Service and Output.

2.4          User will follow any and all instructions regarding the use of the Service and Output, including any updates thereof, from Service Provider and its affiliates.

2.5          User will keep the contact information registered with the Service accurate and up-to-date.

2.6          Service Provider is entitled to audit User’s records and systems to verify any potential breach of the Service’s security and integrity suspected to have occurred or occur in relation to User’s credentials or any breach of User’s license as granted under clause 1, insofar Service Provider has reasonable suspicions of such past or future breach. User will permit and fully cooperate with such audit or any other reasonable Service security or integrity investigation by or on behalf of Service Provider.

2.7          Service Provider will comply with applicable data protection law when processing  any personal data in relation to the Service in accordance with the privacy statement that can be found at https://www.nutreco.com/en/legal-information/privacy-statements/

3. Intellectual Property and Confidentiality

3.1          All rights to the Service and the data contained therein are controlled by Service Provider and/or will be vested in Service Provider or its relevant affiliate.

3.2          User acknowledges and confirms that it will not have any rights to the Service and the data contained therein (other than the license as specified in clause 1). User further acknowledges and confirms that Service Provider and its affiliates have or have made and will continue to make substantial investments in the obtaining, verification, selection, coordination, development, presentation and supply of the data contained in the Service and the Output.

3.3          Notwithstanding clause 3.1 and 3.2, User hereby grants to Service Provider a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sub-licensable license to use any data submitted to the Service for any (commercial) purpose which license Service Provider hereby accepts. Service Provider shall be free to use (including modification) such data  without crediting the User. User represents, warrants and covenants that User has all necessary rights, licenses and permissions to grant the rights in this clause 3.3. User further explicitly waives any moral rights, and any entitlement to (monetary) compensation for Services Provider’s use of such data.

3.4          User will treat as confidential all information regarding the business operations of Service Provider and its affiliates, these Conditions, the Output and all further information obtained in relation to the Service that can reasonably be understood to be confidential. User will only use such information if necessary for the purpose as specified in clause 1.2. This confidentiality obligation and use limitation will not apply in the event such information is required to be disclosed by law, by any governmental authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, User gives Service Provider as much notice of this disclosure as possible and limits disclosure to the extent possible.

3.5          User shall promptly return or securely destroy (as directed in writing by Service Provider) all documents and materials in its possession provided in relation to the Service and the Output upon Service Provider’s first request.

3.6          User will at all times explicitly and immediately credit the Service” as source of the Output in any authorized representation of such Output used by User.

3.7          User will not make any sort of registration (including intellectual property registrations and domain name registrations) in its own name or in the name of a third party which relates to Service Provider, any of Service Provider’s affiliates or the Service. User shall abstain from any act or omission that may harm or devaluate the Service or any other intellectual property, know-how or materials of Service Provider or its affiliates.

3.8          User acknowledges that the Service and any information contained therein, as well as the Output, qualify as “trade secrets” which are held by Service Provider and its affiliates. “Trade secrets” shall be defined as in Article 39 TRIPs and in Article 2 (1) of the Trade Secret Directive (EU) 2016/943, or if User is in the United States, as in the Defend Trade Secrets Act (DTSA), 18 U.S.C.§§1839 et seq.

4. Disclaimers and Limitation of Liability

4.1          USER ACCESSES THE SERVICE AT HIS OR HER OWN RISK. Service Provider offers the Service “as is” and “as available” without warranties of any kind WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COMPLETENESS OF ANY SERVICES PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES ARE HEREBY DISCLAIMED BY SERVICE PROVIDER. Service Provider expressly disclaims any representations or warranties of any kind whatsoever, including but not limited to representations or warranties in relation to availability, uptime, timeliness accuracy, usefulness or fitness for purpose of the Service and the Output. NEITHER SERVICE PROVIDER NOR ANY PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND NO WARRANTY IS MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF SERVICE PROVIDER, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. IN NO EVENT WILL SERVICE PROVIDER OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD-PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS, OR ILLEGAL CONDUCT OF USERS OF THE SERVICE.

4.2          Service Provider does not have any responsibility to verify, correct, complete, maintain or update the Service or any data contained therein or to supply any corrections, updates or releases in connection therewith.

4.3          The Service is an automated service based on diverse data. None of the information, interpretation or guidance provided by or obtained from the Service or the Output can be used as such but requires User’s additional, professional assessment under the specific circumstances at its location. User guarantees that it possesses the necessary skill and experience to make such assessment and User guarantees that the credentials shall not be put in control of and that the Service shall not be used by someone who lacks such skill and experience.

4.4          In light of clauses 4.1-4.3, User agrees that Service Provider and its affiliates shall at no time be liable and shall be released against any and all liabilities, demands, claims, actions, damages, losses, judgments and expenses, including without limitation, legal fees and disbursements, arising out of or in relation related to the use (or lack thereof) of the Service or the Output. Further, User indemnifies Service Provider and its affiliates, employees, directors, and officers and holds them all harmless from any and all liabilities, demands, claims, actions, damages, losses, judgments and expenses, including without limitation, legal fees and disbursements, liabilities, costs, and expenses suffered by any third party arising out of or in relation to the use of the Service or the Output, such as but not limited to damage caused to third parties through the use of Output or claims relating to data submitted to the Service to which a third party asserts certain rights. Service Provider shall not be liable, whether in contract or tort (including negligence) or otherwise for any:  loss of profit or anticipated profit; loss of revenue or income; diminution of goodwill; or any indirect or consequential loss of whatever nature.

4.5          Notwithstanding clause 4.4, Service Provider’s or its affiliates’ liability is in any event limited to the amounts paid by User to Service Provider, during the period which the damage arose, under the contract between User and Service Provider that is most related to the damage.

4.6          All limitations of liability as set forth in this clause 4 apply to the extent permitted by law.

5. Termination

5.1          These Conditions will continue until terminated in writing by either party in accordance with this clause 5.

5.2          User can terminate these Conditions by providing two months’ written notice to Service Provider.

5.3          Notwithstanding clause 2.1 (Service Provider’s right to disable User’s credentials), Service Provider can terminate these Conditions by providing at least one weeks’ written notice to User.

5.4          Service Provider can terminate these Conditions immediately upon written notice in case:

a.         User purports to breach or breaches any obligation, representation, warranty or covenant contained in these Conditions;

b.         User becomes unable to or does not pay its bills as they become due in the ordinary course or otherwise becomes insolvent;

c.         a trustee or receiver is appointed for User or all or a substantial portion of its property;

d.         User is the subject of a petition in bankruptcy, whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws;

e.         User makes an assignment for the benefit of creditors;

f.          User is dissolved or liquidated; or

g.         User acquires or is acquired (whether by a sale of stock, all or substantially all of its assets, merger, consolidation or otherwise) by, a direct or indirect competitor of Service Provider or its affiliates.

5.5          Upon any termination of these Conditions for whatever reason, User will as soon as reasonably possible return or securely destroy (as directed in writing by Service Provider) all data, information, record of credentials, software, and other materials in User’s custody or control provided in connection with these Conditions including all materials containing or based on Service Provider’s confidential information.

5.6          Termination of these Conditions will not relieve either party of any liability or obligation it may have to the other party arising out of or relating to acts or omissions occurring prior to such termination or expiration. Further, any clause that by its nature extends beyond termination of these Conditions, will survive termination thereof and will bind Parties, their successors and assignees. Such clauses include, but are not limited to clauses 2, 3, 4 and 7.

5.7          In the event of termination of these Conditions under clauses 5.2 and 5.3, User is entitled to request in writing that all data submitted by User to the Service are no longer stored in such way that they can be directly related to the User. Service Provider has in any event complied with this obligation if within one month after receipt of User’s request:

a.         User’s information as stored in the Service is anonymized; or

b.         the data submitted by User is stored in an aggregated form.

6. Paid-for Service

6.1          If the right and license to use the Service is granted to User by Service Provider on the condition of a payment obligation and such obligation is explicitly specified on the web portal (“Access Fee”), then the following applies:

a.         The right and license to use the Service as granted pursuant to clause 1.1 is conditional on the payment of the Access Fee. In the event of a recurring Access Fee, the right and license granted pursuant to clause 1.1 will automatically be suspended in the event User is in arrears.

b.         Service Provider’s right to (temporarily) disable the User’s credentials as provided in clause 2.1 applies in full. Nonetheless, any continuing obligation on User to pay a recurring Access Fee will be waived. User’s obligation to pay the recurring Access Fee will be reinstated if User’s credentials are re-enabled. In the event User has paid an Access Fee, including the last instalment of a recurring Access Fee, prior to the disabling of its credentials, then User will receive partial repayment of the Access Fee prorated for the applicable period for which User has paid the Access Fee and during which Service Provider disabled User’s credentials. The period of proration is in any event limited to the period between disabling and the earliest possible option for Service Provider to duly terminate these Conditions. Service Provider will not repay any Access Fee in the event the conditions listed in clause 5.4 apply.

c.         The disclaimers and limitation of liability as provided in clause 4 apply in full.

d.         Notwithstanding clause 5.4, but contrary to clause 5.3, Service Provider can only terminate these Conditions upon expiration of a period for which an Access Fee was due (regardless whether paid or unpaid) by providing at least one week’s written notice. If such period (for which an Access Fee was due) was not specified, then Service Provide can only terminate these Conditions six months after the Access Fee was due (regardless whether paid or unpaid) by providing one month’s written notice.

7. Miscellaneous

7.1          Nothing in these Conditions is intended to, or shall be deemed to, establish any employment, partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

7.2          User cannot assign, sub-license or sub-contract any of its rights or obligations under these Conditions. Service Provider can assign, sub-license and sub-contract its rights, including the license as granted in clause 3.3, and obligations to any third party (without notice or disclosure).

7.3          If any court or competent jurisdiction finds that any provision of these Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Conditions shall not be affected.

7.4          If any invalid, unenforceable or illegal provision of these Conditions would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

7.5          Failure to exercise, or any delay in exercising, any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, and shall not preclude or restrict any further exercise of that or any other right or remedy.

7.6          No single or partial exercise of any right or remedy provided under these Conditions or by law shall preclude or restrict the further exercise of that or any other right or remedy.

7.7          These Conditions are governed by the laws of the Netherlands, excluding its conflicts of laws principles. Any dispute in relation to these Conditions or the subsequent use of the Service shall be exclusively adjudicated by the competent courts of Amsterdam.