Varstvo podatkov in pogoji uporabe Interra Scan

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1. ABOUT THESE TERMS & CONDITIONS 

Before using any of our Products, please take a few minutes to carefully review: 

1. these “Terms & Conditions”; 

our privacy notice at https://www.syngenta.si/izjava-o-zasebnosti

1. (“Privacy Notice”) – this sets out more information on how we process personal data as a data controller and the rights which you have; and 

2. the Commercial Offer Terms. 

These terms together constitute a legal binding agreement between you and us, regarding the use of our services. We refer to these throughout as this “Agreement”. If there is any conflict or inconsistency between these Terms & Conditions and any Commercial Offer Terms then, unless otherwise specified in writing, these Terms & Conditions will prevail. 

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. 

Some Products (or Features within them) may not be available in your country, may only be available to some users, may only be available for a limited period of time, or may be subject to additional terms, as set out in any applicable Commercial Offer Terms.

This Agreement makes use of certain defined terms (which we have capitalized). These terms are defined throughout, or in section 21 (Defined Terms). 

2. WHO WE ARE 

We are “Syngenta” - Syngenta Agro d.o.o., Kržičeva ulica 3, 1000 Ljubljana, Slovenia registered company no. 5524032. In this Agreement we use the terms “we”, “us” and “our” to refer to Syngenta and our affiliated companies (being any company ultimately owned or controlled, directly or indirectly, by the Swiss entity ‘Syngenta AG’). 

3. WHO YOU ARE 

You are either:

1. a grower who wishes to make use of the Products as a representative of an agricultural business based in Slovenia  (collectively referred to as the “Territory”); or 

2. an agronomic advisor (“Advisor”) who wishes to make use of the Products as part of a service you provide to your End Customers based in the Territory. 

We do not offer our Products to consumers. Nor do we offer our Products under the Agreement to businesses based outside the Territory. By using our Products 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 based in the Territory (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.

4. SUBSCRIPTION AND FEES

This Agreement shall commence on the Services Start Date and shall continue for the Subscription Period unless and until it is terminated in accordance with clause 18.

The fee for the Products is payable in accordance with the Commercial Offer Terms. If we do not receive payment of the fee within the term specified in the Commercial Offer Terms, and without prejudice to any other rights and remedies, we may disable your access to the Product after we have informed you. 

All payments and fees are non-refundable unless a part of the service can no longer be provided. In this case, a proportional refund may be considered, which will be reviewed on a case-by-case basis.

5. 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 Product may include as a Feature the possibility for the Master User to add another user/s ( “Secondary User/s”) to their Account, in two ways: 

1. by sharing access to the data in the Master User’s Account with a Secondary User of the Product; and/or 

2. 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.

6. CHANGES TO THIS AGREEMENT 

We reserve the right to make minor changes to this Agreement or any part of it (including these Terms & Conditions and any Commercial Offer Terms) at any time due to technical requirements or changes due to legal reasons, oror when we release new or updated Products. Minor changes are those that only insignificantly change the balance of performance and counterperformance of the contracting parties. 

Unless you object to such changes within thirty (30) days after receipt of the relevant notice in writing, the changes shall be deemed accepted by you. In the event of changes to the Terms & Conditions you shall also be entitled to terminate the Agreement by giving us written notice.. If you do not agree to the new terms, you shall stop using the Product, and further access to the Products may be denied.  We shall have 

the right to assign and transfer any of the rights or obligations, wholly or partially, to any third party You shall have no right to assign or transfer any of your rights or obligations, wholly or partially to a third party without our prior written consent.

7. HOW THE PRODUCTS WORK 

The Products use data collected by our data collection units and by samples of the soil (“Raw Data”) combined with Your Inputs (as defined below in section 21) 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, in order to produce the Outputs. 

To ensure proper collection of Raw Data, you shall secure appropriate access to the fields and assistance, in accordance with the Commercial Offer Terms, and as otherwise agreed separately. You shall inform us of any potential hazard on the fields and surroundings that we might incur during the collection of the Raw Data, such as, but not limited to, the presence of power lines, wells, ditches, unexploded ordnance, etc.  You acknowledge that we might take samples of the soil necessary to provide you with the Outputs. You acknowledge that certain conditions outside our control (e.g. weather, wet soil, etc.) may affect the possibility of an appropriate collection of the Raw Data. In such instances, the collection of the Raw Data may be postponed.  However, if the failure to collect the Raw Data is attributable to you, you shall be liable to reimburse additional costs we might incur due to such failure. 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 for the purposes of monitoring the behavior or location of any person. In any case, you shall be responsible to use the Output in compliance with any applicable law and regulation.

As part of the Outputs, we (or any third party to whom we may assign such rights) may provide you with agronomic decision support guidance and proposals for commercial solutions and marketing material during the Subscription Period. 

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. 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 we take 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 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, for example, data layers available to users. 

Due to these uncontrollable circumstances we can only ensure 95% availability of the Products and cannot assure that there are no errors or incompleteness in the Product and Outputs. Syngenta does not provide any guarantee that the use of the Products will produce the desired agricultural results. 

The Outputs should not be used as the sole basis for making agronomic decisions. 

Syngenta Product information. Any information contained or referenced in the Products relating to Syngenta and its seed or crop protection products and services is provided to support and inform your independent agronomic decisions. For additional information or queries about our seed varieties, crop protection products or services, please contact us directly. 

If you intend to use a crop protection or seed product (whether Syngenta’s or a third party’s) you must read and follow the label accompanying that product and comply with all applicable laws and regulations in your country relating to the use of that product. Before using any product, be sure that it is registered for use in your country. 

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. 

8. CHANGES TO THE PRODUCTS 

We reserve the right to make minor changes to any of the Products (including their Features and other content and functionality) due to technical requirements or changes due to legal reasons from time to time, or migrate the platform where the Product is provided from. In such a case, we might request you to register and access a different platform to be able to access the Outputs and data. 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 this Agreement. In any case, during the Subscription Period, you can request an extract of the Output by reaching out via e-mail to our customer support team. The extract will be delivered to you in a structured, commonly used, and machine-readable format that ensures portability to another third-party platform for further storage and/or processing.

9. 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. 

10. PROPRIETARY RIGHTS AND LICENSE

The Products contain Trademarks and Contents which are proprietary to Syngenta, its licensors, or other third-party’s which are protected by intellectual property and other rights and laws.  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. 

11. 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. 

12. YOUR OBLIGATIONS TO SYNGENTA 

You represent and warrant that: 

1. Your Inputs (as defined below in section 21) 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 (“Ownership of Outputs and Your License Grant to Syngenta”); 

2. Where Your Inputs include personal data relating to an individual other than yourself (for example, name, email address, device geolocation data, imagery), 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; 

3. 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; and 

4. You will keep your Account information (including Business details and details of authorised Master and Secondary Users) up to date at all times. 

13. OWNERSHIP OF OUTPUTS AND YOUR LICENSE GRANT TO SYNGENTA 

Provided that your obligations under this Agreement are duly fulfilled by you, you shall own the Output and you may use it with the limitations under Section 10.

You hereby grant us a non-exclusive, worldwide, transferable, royalty-free, sub-licensable and perpetual right to use the Outputs and Your Inputs for our use in improving the Products, developing new products, data analytics, R&D, and any other legitimate purpose. 

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. 

14. OUR USE OF ANONYMIZED DATA

To the extent that Outputs and 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 the Outputs and 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. 

15. 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. 

16. DATA PROCESSING TERMS 

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 the the Slovenian Data Protection Act and other applicable local laws as well as 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. 

17. DISCLAIMER

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. We will try to minimize disruption and inform you in advance of planned shutdowns. 

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, malware 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. 

Our Products may contain hyperlinks to websites that are not operated by us or other Syngenta group companies. These hyperlinks are provided for your reference and convenience only, and do not imply any endorsement of the material on these third-party websites or any association with their operators. Syngenta does not control these websites and is not responsible for their content. Your access and use these websites solely at your own risk.

18. LIMITATION OF LIABILITY 

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; or (c) the Account information which you provide to us being incorrect, incomplete or out of date. 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. 

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 during the Subscription Period; or (ii) one hundred Euros (€100.00). 

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. 

19. TERMINATION

Without affecting any other right or remedy available to it, we may terminate this Agreement with immediate effect by giving you written notice if: (i) you fail to pay any amount due under this Agreement within the term specified in the Commercial Offer Terms; (ii) you are in breach of any of your obligations under this Agreement and fail to remedy that breach within fourteen (14) days after being notified in writing to do so; (iii) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of its business or; (iv) any proceedings in relation to insolvency are commenced against you including but not limited to winding up and the appointment of an administrator or receiver.

On termination of this Agreement for any reason, we may disable your access to the Product. The termination of this Agreement shall not affect or operate to terminate the license granted in clause 13 of this Agreement which shall continue, and neither shall it affect any accrued rights of either party.

20. GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by the laws of Slovenia without regard to conflict of law principles and the competent Court in Ljubljana shall have exclusive jurisdiction for any claims relating to this Agreement. 

21. DEFINED TERMS 

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. 

“Feature” means a functional element within a Product. 

“Feedback” means ratings, comments, criticism, suggested improvements, opinions and ideas submitted by you or other users through the Products. 

“Outputs” means agronomic decision support guidance, farm input recommendations any other outputs which you obtain via the Products. 

“Product” means a web module, smartphone app or other service, including mobile apps for farm data scouting, analytics, spray decision support, product selection support etc which are made available by us to users. Products may contain one or more Features and, unless otherwise specified, the term “Product” includes its Features. 

“Commercial Offer Terms” means any terms and conditions that apply to your use of a Product or any Feature(s) within a Product. 

“Services Start Date”: As per the Commercial Offer Terms.

“Subscription Period”: The period indicated in the Commercial Offer Terms starting from the Services Start Date, until either expiry or termination.

“Trademarks” means trademarks, service marks and logos. 

“Your Inputs” means the information and data which you upload, input, transmit, store or otherwise make available to us through the Products, or alternative channels, such as, but not limited to, information about a farm business, field location, maps, access points, boundaries, hazard points of the field, etc..