Terms and conditions

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1. SCOPE AND PURPOSE

These general terms and conditions shall apply to the user’s (“User”) creation and use of a user profile for the Service (as defined below) provided and owned by Agreena ApS, Corporate registration no. 39467275 (“Agreena”).

Agreena’s corporate name, address and general contact information are:

Agreena ApS
Langebrogade 1
1411 København K
Corporate registration no.: 39467275
Phone: +45 78 71 75 15
E-mail: info@agreena.com

These general terms and conditions (“the Agreement”) is a binding legal document between the User and Agreena. The User must accept these general terms and conditions before creation of a user profile, unless otherwise explicitly agreed in writing, between the User and Agreena.

2. BACKGROUND

Agreena makes a platform available to the User, from which the User can trade agricultural commodities directly with other Users through the platform (peer to peer), and utilize the AgreenaCarbon Services, cf. below.

The User is an enterprise, who desires to sell agricultural commodities through listings on the platform, and/or wants to buy agricultural commodities from other Users.

The User is only entitled to use the Services for business purposes, and do not act under this Agreement as a consumer or for other non-business purposes.

3. SERVICE

Agreena’s service (“the Service”): • AgreenaTrader Service: A web app that makes a platform available for the User and facilitates online trades with agricultural commodities directly between the seller and the potential buyers. The service is a peer-to-peer service, and Agreena is through the service acting as an intermediary only.

  • AgreenaCarbon Service: A web app where Users can upload information about its current and planned agricul tural practices and receive a calculation of anticipated reductions in greenhouse gas emissions caused by the implementation of such practices in the form of a AgreenaCarbon report.

The Service is provided from the website www.app.agreena.com (“Website”). Agreena shall use commercial reasonable efforts to make the Service available at all time.

4. CREATION OF A USER PROFILE

The User profile can be created through Agreena’s Website by entering information, such as company name, address, e-mail, phone number and information about company registration and tonnage turnover, and by creating a username and password.

The User accepts the creation of a user profile and this Agreement, when pressing the button “Create User Profile”.

Agreena’s general terms and conditions as applicable from time to time is always available in the application and on the Website. The general terms and conditions are available in English.

Creation of a user profile is free of charge.

The user profile is personal and may only be used by the User.

5. THE USER’S DELETION OF THE USER PROFILE

The User is entitled to delete his/her user profile. Deletion requests can be made to info@agreena.com. The profile will be deleted, within 3 working days.

6. USING THE SERVICES

Buyer listing – AgreenaTrader

To buy agricultural commodities from other users, the User can create a buyer listing (the “Buying User”).

Once having filed a buyer listing the Buying User may receive bids to sell agricultural commodities from other users through the Service (the “Selling User”).

The Buying User’s request is an invitation to make offers. Therefore, the request is not binding for the Buying User, until the Buying User accepts a bid from a Selling User.

Seller listing – AgreenaTrader

To sell agricultural commodities through the Service, the User can create a sales listing (the “Selling User”).
Once having filed a sales listing the Selling User may receive bids to buy agricultural commodities from other users through the Service (the “Buying User”).

The Selling User’s request is an invitation to make offers. Therefore, the request is not binding for the Selling User, until the Selling User accepts a bid from a Buying User.

Both the Buying User and the Selling User will Receive confirmation through the Service, when a bid is accepted.
The Buying User shall pay the Selling User directly, as per the contract between the two parties, depending on payment terms.

Agreena does not warrant or represent that any bids to sell or buy agricultural commodities will be made to the User.

AgreenaCarbon

Users can receive calculations for reductions in emissions of greenhouse gasses to the atmosphere from changing certain agricultural practices by entering certain information on current and planned agricultural practices on the platform.

The measurement and calculation are carried out by Agreena solely based on the information provided by the User on the Website. The calculated reductions are delivered to the User in the form of a AgreenaCarbon report.

The preparation of the AgreenaCarbon report may involve an on-farm verification of the application data. However, the User is solely responsible for the information and data provided to Agreena, and Agreena assumes no responsibility or liability for the completeness, correctness or application of the calculated reductions of greenhouse gas emissions.

7. LOGISTICS AND TRANSPORT

Agreena will through the Website facilitate contact to an independent logistics provider who can execute the pickup and delivery of the commodities traded through the AgreenaTrader Service.

Agreena is not a party to any agreements between the User and the logistics provider, and whether the User chooses to use the logistics provider or not, Agreena shall have no liability for the transport and delivery of the agricultural commodities, or the agreement hereof between the User and the logistics provider.

Agreena is not responsible for any price indications, delivery terms or execution management facilitated through the AgreenaTrader Ser vice. Any logistics prices displayed through the
AgreenaTrader Service are estimates and the final logistics price and delivery terms shall be negotiated directly between the logistics provider and the User.

8. INSURANCE

Agreena is registered with the Danish Financial Supervisory Authority (in Danish “Finanstilsynet”) as an ancillary insurance intermediary. This can be controlled by the Users via the Danish Financial Supervisory Authority’s electronic database, which contains a record of companies registered as ancillary insurance intermediaries in Den mark.

Agreena will through the Website facilitate an offer on credit insurance from Credable, a brand of Euler Hermes, Cour-bevoyer, France, an insurance company who can insure the purchase of agricultural commodities through the Com modiTrader Service (“Credable”).

As an ancillary insurance intermediary Agreena receives from Credable a share of the revenue generated for each credit insurance sold through Agreena’s platform.

Agreena is not a party to agreements between the User and Credable, and irrespective of whether the User chooses to accept the insurance offer or not, Agreena is not liable for the services in connection to the insurance of the agricultural commodities. Agreena shall not be responsible for the forwarding of any payment to Credable, or payment hereof.

Agreena does not provide any consultancy regarding the credit insurance.

General information regarding the credit insurance is available here.

Claims regarding Agreena in their capacity of ancillary insurance intermediary shall be directed to Agreena by using the following e mail address: support@agreena.com. Any other claims regarding the credit insurance shall be directed to Credable by using the following e mail address: support@credable.com.

9. CREDIT RATING

By using the Service, the User accepts that a credit rating of the User can be made by a third party in accordance with applicable law. The credit rating is based on the User’s registered company number. The User also accepts that the credit rating is made available to other Users on the Website or through the Service.

Agreena shall not be liable for the content, accuracy, quality etc. of the credit rating, and assumes no liability hereof.

10. USER RATING

By using the Service, the User accepts that other Users may carry out a user rating of the User based on their experience with the User as a trading partner.

The user rating will be made available to other Users of the Service and is deleted solely at Agreena’s discretion.

11. USER’S OBLIGATIONS AND REPRESENTATIVES

When using the Service, the User shall be liable in accordance with general applicable law.

The User is not entitled to disclose the password to third parties and no other than the User may get access to the User’s account. Suspicion of exploitation shall immediately be reported to Agreena and the password must be changed.

The information given through the Service must be correct and the User is responsible for providing such information as required under applicable law. Agreena shall undertake no liability for the information given by Users through the Service, but Agreena will hold a copy of all
information exchanged and any agreements entered into between the Buying User and the Selling User.

The User warrants and represents that the User is entitled to sell the agricultural commodity offered through the platform. The User warrants and represents that the User is entitled to enter information and data in the AgreenaCarbon Service, and that Agreena may receive, process, use and store such information and data.

Any offer to sell, or accept of an offer to sell, is binding on the User in accordance with applicable law.

12. AGREENATRADERS DELETION OF USER PROFILE

Agreena is entitled to suspend or delete a user profile, if the user profile, at Agreena’s reasonable discretion, is used for illegal purposes, activities which are detrimental to Agreena, activities which are morally or ethically offensive, other activities which are offending or insulting, or if the profile in any other way is used in a way, that in Agreena’s opinion is harmful to their business, including competing business to Agreena. The User is in this respect subject to liability in accordance with Danish law.

If Agreena deletes a user profile, Agreena will cancel the User’s listings and bids, if Agreena finds it necessary.

13. PERSONAL DATA

The User accepts that Agreena collects and processes personal data about the User. The processing of personal data is carried out in accordance with Agreena’s privacy policy available on the Website.

This includes that the User’s data as registered in the Service, including the User’s registered personal data (e-mail, address etc.), will be made available to other Users to improve the facilitation of trades through the Service.

14. INTELLECTUAL PROPERTY RIGHTS

The User recognizes that Agreena holds all copyrights and any other intellectual property or industry rights in and to the Service, including but not limited to the code to the software, the Agreena, AgreenaTrader and AgreenaCarbon names and trademarks and the AgreenaCarbon reports. This also applies to any changes, adjustments etc. to the Service. The User shall respect Agreena’s rights and shall be responsible for any breach of such rights, including unauthorized passing-on of the Service to a third party.

The User shall not reverse engineer, disassemble or decompile the Service, except where and only to the extent that such operations are permitted according to the applicable mandatory, statutory legislation and the User shall comply with that legislation in all respects.

The User shall not be entitled to sell, lease, lend, permit the use of or in any other way assign or pass on the right of use of the Service to any third party, unless set out otherwise in this Agreement.

The User shall not break or change any codes. Nor shall the User change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Service or on the medium upon which the Service may have been delivered.
In the event that the User uses the Service contrary to the terms of this Agreement, Agreena may terminate the Agreement for a terial breach immediately and without notice.

15. LIMITATION OF LIABILITY

Agreena will strive to deliver a flawless Service to the User.
Agreena shall not be liable for content and statements expressed by the users, including, but is not limited to listings and bids.
All offers, statements and information given shall be at the User’s own risk and account.

The User is solely responsible for the information and data provided to Agreena, and Agreena assumes no responsibility or liability for the completeness, correctness or application of the calculated reductions of greenhouse gas emissions in the AgreenaCarbon Service.
Agreena is not a party to the agreements made between the users and will accordingly not be liable for the performance of such, including correct payment.

In no event shall Agreena have any liability for any indirect, incidental, special, or consequential damages, however caused and on any theory of liability, whether for breach of contract, tort (including negligence) or otherwise, arising out of or related to this Agreement and/or the Service, including but not limited to loss of anticipated profits or loss or interruption of use of any files, data or equipment, even if advised of the possibility of such damages.
In no event shall Agreena’s liability arising out of or related to this Agreement exceed the Subscription Fees paid for the Service for the 12- month period preceding the event(s) having given rise to the claim.

The User shall indemnify, defend and hold Agreena harmless from any claim, action, suit or proceeding made or brought against Agreena arising out of or related to the User’s breach of any term of this Agreement.
The Service may display, include or make available content, information or material from a third party or provide links to third-party websites. Agreena is not responsible for the content, accuracy, quality etc. of such third-party material, and assumes no liability hereof.

16. FORCE MAJEURE

Agreena is not liable, if circumstances occur that obstruct or delays Agreena’s performance of the Service. These circumstances
could be: war, mobilization, rebellion and riots, terror, natural disaster, strike, lockouts, virus, hacking, public injunction, or other circumstances of which Agreena has no control.

17. FEE AND PAYMENT

The User’s permitted use of the Service may be subject to payment of a fee per User per month (“Subscription Fee”).

The Subscription Fee will be quoted on the Web site from time to time, and before entering into this Agreement. All prices are exclusive of VAT.

Withholding taxes, costs relating hereto, and other taxes imposed on payments to Agreena under this Agreement (if any) shall be of no concern for Agreena and the User shall pay such taxes and indemnify Agreena for any such payments.

Payment of Subscription Fee shall be done monthly in advance through the Website by using a payment card.

If the User fails to pay the Subscription Fee prior to the beginning of a new month, Agreena is entitled to suspend a user profile until correct payment has been made.

In case of termination of the Agreement (for any reason), Agreena shall not be obligated to repay any part of the Subscription Fee (or any other charges pursuant to the Agreement) paid.

The Subscription Fee (and any other charges pursuant to the Agreement) shall be adjusted on a yearly basis with effect from each 1 January by the percentage change in the net price index published by Statistics Denmark. If such index ceases to be published, adjustments shall be made on the basis of a corresponding index.

Agreena’s fee for on-farm visits is not included in the Subscription Fee. Agreena may charge for such on-farm visits or similar ancillary services separately, always subject to a prior written agreement with the User.

18. SECURE MONEY TRANSFER

Agreena’s payment system uses the payment gateway Stripe. Data communication during a transaction, including User data, order data and payment data, will be strictly encrypted, which ensures that no third party shall be able to access or review any of the exchanged data.

Stripe is PCI certified and cooperates only with banks, which are certified and supervised by the Danish Supervisory Authority.

19. TAX

The User’s payment of taxes, VAT or other public charges is of no concern of Agreena, and Agreena shall in no event be liable for the fiscal situation of a User.

20. CHANGE OF GENERAL TERMS AND CONDITIONS

Agreena shall at any time be entitled to change Agreena’s general terms and conditions, with effect for the future.
Changed terms and conditions must be accepted, before the User can continue to use his/her profile and the Service.
If the User shall not accept the changed terms and conditions, or if the User withdraws his/her consent to data processing, the Services cannot work properly, and Agreena will be entitled and forced to delete the User’s profile.

21. GOVERNING LAW

This general terms and conditions are governed by and construed in accordance with Danish law.
Any dispute or contractual relationship between the Users is subject to the international rules on applicable law.
October 2020