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Terms & Conditions: Version Date: October 1, 2024
1. ABOUT THESE TERMS & CONDITIONS
Before using any of our Products, please take a few minutes to carefully review:
(i) these Terms & Conditions;
(ii) our privacy notice at https://accounts.cropwise.com/app/legaldocs/CA (“Privacy Notice”) –
this sets out more information on how we process personal data as a data controller and the rights
which you have; and
(iii) any Commercial Offer Terms.
These Terms & Conditions and any Commercial Offer 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 a particular set of
Commercial Offer Terms, then these Terms & Conditions will prevail except to the extent expressly set
out in the Commercial Offer Terms. This order of precedence will apply only in relation to the particular
Commercial Offer.
Each set of Commercial Offer Terms is applicable only to the associated offer and does not affect other
Commercial Offers or these Terms & Conditions.
In order to use any of the Products, you must first read and agree to this Agreement.
Our Products may include third party offers which are subject to the third party`s terms and conditions.
Please make sure to read them.
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. Please contact your
Syngenta representative if you have any questions.
This Agreement makes use of certain defined terms (which we have capitalized). These terms are
defined throughout, or in section 19 (Defined Terms).
2. WHO WE ARE
We are “Syngenta” – Syngenta Canada, Inc., Research Lane 140, Research Park, Guelph, Ontario,
N1G 4Z3 Canada. In this Agreement we use the terms “we”, “us” and “our” to refer to Syngenta and
our group companies.
3. WHO YOU ARE
Unless the context otherwise requires, in this Agreement, “you” and “your” means both:
(i) the business which has accepted these Terms & Conditions (“Business”); and
(ii) the individual person who has access to the Products (“User”).
We do not offer our Products to consumers.
Business: By using our Products and accepting these Terms & Conditions on behalf of your Business,
you confirm that:
(i) you are a Business user;
(ii) you are authorised to act on behalf of, and for the purposes of your Business; and
(iii) your Business is a company, a sole trader or another form of business entity.
Individuals: By using our Products as a User, you agree to comply with:
(i) these Terms & Conditions; and
(ii) the authorisations (if any) granted to you by the Account Holder.
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4. TYPES OF USER, ACCESS AND RESPONSBILITIES
Please familiarize yourself with the following table which gives an overview of key defined terms, types
of Users and User permissions on Accounts.
Defined
Term
Definition
Access rights / Responsibilities
Account
An account which enables Users to
access Products.
An Account must be set up to allow Users
to access Products (as set out in the
Agreement).
Account
Holder
The Business which is registered as the
owner of the Account.
The Account Holder is responsible for
authorizing Users and Master Users on the
Account, setting permissions and keeping
Account information up to date.
Advisor
A Business using one or more of the
Products to provide services to its
customers, who may be either Account
Holders or End Customers.
Advisors will not have access to the
Accounts of their customers unless
authorised by the relevant customer (as
the Account Holder).
Advisors may be authorized by a customer
to set up Accounts and administer them on
behalf of that customer.
End
Customer
A Business which is not an Account
Holder receiving a service from an
Advisor using one or more of the
Products.
To access Products via the Advisor’s
Account, End Customers will need to
accept this Agreement and the Advisor (as
Account Holder) will need to grant User
permissions.
Master User
A User to whom the Account Holder has
granted administration permission on
the Account.
Master Users will be able to administer the
Account, add and remove Users and set
User permissions.
User
An individual person who has access to
Products
Users will only be able to access an
Account (or certain Products or Features
within an Account) if they have accepted
this Agreement and the Account Holder
has granted access permission.
The Master User may limit or otherwise
restrict a User’s ability to access or perform
tasks within the Account.
5. CHANGES TO THIS AGREEMENT AND THE PRODUCTS
We reserve the right to make changes to this Agreement or any part of it (including these Terms &
Conditions and any Commercial Offer Terms). We will notify you if we make any such changes. Should
you object or not agree to changes to this Agreement, Syngenta shall have the right to terminate this
Agreement.
Minor 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 due to legal reasons, such as changes in the law, or when we release new or
updated Products. Minor changes are those that only insignificantly change the balance of performance
and counter performance of the contracting parties. Unless you object to such minor changes, the
changes shall be deemed accepted by you.
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Non-Minor Changes to the Terms & Conditions: In the event of non-minor changes to the Terms &
Conditions, we will seek your consent and you shall be entitled to terminate the Agreement by giving us
written notice. If you do not agree to any such non-minor changes, you shall stop using the Product, and
further access to the Products may be denied.
Changes to the Products: We reserve the right to change any of the Products (including their Features
and other content and functionality) from time to time and will notify you of any changes that would
significantly change the functionality of the Products. 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.
Assignment: We shall have the right to assign or transfer any of our 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.
6. HOW THE PRODUCTS WORK AND YOUR USE OF THE PRODUCTS
“Your Inputs” means the information and data which you (or your Advisor on your behalf) uploads,
inputs, transmits, stores or otherwise makes available through the Products. This information and data
may include 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 and your selected thresholds (e.g. for pest, disease or weed pressure).
The Products may use Your Inputs and other types of data directly or indirectly available to Syngenta.
Such data is processed, 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, or third
parties, in order to produce the Outputs.
“Outputs” means weather forecasts, historic weather data, satellite imagery, agronomic decision
support guidance, recommendations for farm inputs, recommendations for other products or services
and any other outputs which you obtain via the Products.
The Outputs are intended:
(i) to be used by you to help manage and run your Business;
(ii) to support and inform agronomic decisions taken independently by you on behalf of your
Business;
(iii) to be used by Advisors as part of a service you provide to your End Customers.
The Products, including the Outputs, should not be used for any purpose for which they are not intended,
as described within the Product. In particular, you undertake not to use the Products (and the
capturing of personal data, device location or other location data enabled by the Products) for
the purposes of monitoring the behavior or location of any person.
PLEASE NOTE – The Outputs provided by the Products are dependent upon some factors that we
cannot control and therefore we cannot warrant that the Outputs are complete or free from errors:
•
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 that you or your Advisors input will
affect the Outputs.
•
Third party data – although we take reasonable care to ensure the quality and accuracy of third-
party data, some third-party data is made available for use with limited or no warranties that the data
is correct or error free.
•
APIs – With your consent, we may import data via APIs from third parties whose products or services
you use. The third party’s terms will govern our use of the API and any data exchanged through it.
Such use may be with limited or have no warranties that the data is correct or that use of the API will
be error free.
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•
Agricultural product data may not be fully up to date – we take reasonable care to ensure data
on agricultural products (for example information on Syngenta’s and third party’s seed varieties, crop
protection products and agricultural equipment) is up to date when we release a Product. New or
updated agricultural product data may be released from time to time but will only be incorporated into
our Products periodically when we release an update. Therefore, you should not rely on the Products
as being an authoritative and up to date source of agricultural product data.
• 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 or soil 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, may affect the Outputs.
Availability. Given the inherent complexity and uncontrollable factors related to the provision of our
Products, we strive to maintain a target availability of the Products at a level of 95 %.
PLEASE NOTE THAT Syngenta does not provide any guarantee that use of the Products will
produce the desired agricultural or other results.
The Outputs should not be used as the sole basis for making agronomic or business 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 or business 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 compliance with applicable law relating to
your Business, inspecting fields and crops 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. Where you are an Advisor, you agree that you are
liable to your End Customers for any advice or service which you provide by using the Products
or Outputs. We draw your attention to sections 16 (“Disclaimer”) and 17 (“Limitation of Liability”)
below.
7. 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.
8. 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 using the
Products as part of a service you provide to your End Customers, 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.
Syngenta remains the sole owner or licensee of all intellectual property rights in the Products, including
intellectual property rights in: (a) underlying software programs, systems, databases, tools, runtimes,
graphics, icons and sound recordings; (b) Syngenta's trademarks, logos, logotypes and work titles; and
(c) tables and graphics within the underlying software.
9. YOUR LICENSE TO USE THE PRODUCTS
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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 in the territory (if any) specified in this Agreement. This right is subject to the
condition that you only use the Outputs within your Business (or, where you are an Advisor, as part of a
service you provide to your End Customers in a manner that complies with this Agreement and you do
not modify the Outputs in any way (for example, by deleting or modifying any Trademarks or other
notices) unless this is permitted by law. Modifications shall only be permitted if the information required
for such modification were not made available at your request by Syngenta. You may not sell, rent,
license or share Outputs in a way that would constitute a transfer to third parties or generate Outputs for
third parties except where you are an Advisor using the Products as part of a service you provide to your
End Customers. Any third party wishing to make use of the Products should enter into an Agreement
with us.
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), unless the Product or Output is specifically described
as being for the purpose of publication or transfer, you may not do the following without first obtaining
written permission from Syngenta unless required by law: publish, display or transfer the Products or
link to them from any other publicly available site.
10. 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 use the Products as part of a service you provide to your End Customers,
you acknowledge that this warranty is provided to your Business only and may not be relied upon by
any End Customer.
11. YOUR OBLIGATIONS TO SYNGENTA
You represent and warrant that:
(i) Your Inputs (as defined in section 6) 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 12 (“Your License Grant to
Syngenta”);
(ii) 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 15), including in
relation to transparency;
(iii) 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
(iv) You will keep your Account information (including Business details and details of authorised Master
and Secondary Users) up to date at all times.
12. YOUR LICENSE GRANT TO SYNGENTA
The Products may require Your Inputs (as defined in section 6). You hereby grant us a non-exclusive,
worldwide, 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 legitimate purposes
determined by us, subject always to the terms of this Agreement. As between you and Syngenta, you
own Your Inputs.
Where you use the Products as part of a service you provide to your End Customers, 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 set out in this section 12.
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 15. Notwithstanding the foregoing, you acknowledge that we may
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aggregate or otherwise anonymize any personal data comprised in Your Inputs so that they no longer
constitute personal data (“Anonymized Data”), and that our use of Anonymized Data is not constrained
by our Privacy Notice. Anonymized Data are not accessible to other Product Users. Syngenta does not
sell Anonymized Data to third parties.
14. 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.
15. 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 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 use the Products as part of a service you provide to your End Customers,
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.
16. 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 shut-downs, we reserve the right to shut down the Products. In such
case, a proportional refund may be considered, which will be reviewed on a case-by-case basis.
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 which Syngenta may have previously stated, 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 and
availability of the Products and the Contents.
Our Products may contain hyperlinks to web sites 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 web sites or any association with their operators.
Syngenta does not control these web sites and is not responsible for their contents. You access and
use these web sites solely at your own risk.
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Our Products may have integrated APIs, which are provided “as is” and “as available”. Syngenta hereby
expressly disclaims any express or implied warranties or representations including those set out above.
17. 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 Syngenta 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 and your End Customers are
jointly and severally 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.
18. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the country in which Syngenta has its registered seat,
without regard to conflict of law principles and the (ordinary) courts at the place of Syngenta’s registered
seat shall have exclusive jurisdiction for any claims relating to this Agreement.
19. DEFINED TERMS
In this Agreement, the following terms will have the following definitions:
“Account” is defined in section 4.
“Account Holder” is defined in section 4.
“Advisor” is defined in section 4.
“API” or “Application Programming Interface” means an intermediary software mechanism which
enables software components to communicate.
“Commercial Offer Terms” means terms and conditions (other than these Terms & Conditions) that
apply to your use of a Product or Feature(s) within a Product.
“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” is defined in section 4.
“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.
“Master User” is defined in section 4.
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“Outputs” is defined in section 6.
“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.
“Trademarks” means trademarks, service marks and logos.
“User” is defined in section 4.
“Your Inputs” is defined in section 6.
