Terms and Conditions - Farmina Digital Services

Version January 2026

This document constitutes a legal Agreement between you, as the user (hereinafter also simply referred to as "Opinion Leader"), and the company Farmina Pet Foods Holding B.V. (VAT no. NL859267131B01), located at Johan Huizingalaan 400, 1066 JS in Amsterdam, the Netherlands (hereinafter also simply referred to as "Company" or “Farmina”). 

 "Agreement" means that the terms and conditions as described herein, which are accepted by the Opinion Leader, and will be binding upon the latter, by making use of the Farmina Pro Portal Opinion Leader.

PREAMBLE

  • The Company is active in the business of pet nutrition and pet food production.
  • The Company operates through its website "farmina.com" including its mobile applications, including the Farmina Pro application (the “Farmina Pro Portal Opinion Leader”).
  • The Company operates and manages the website as a service provider with the aim of offering pet parents a series of services dedicated to the nutrition, care, and well-being of their pets.

ART. 1 - PURPOSE OF THESE TERMS AND CONDITIONS 

1.1.- The preamble forms an integral part of this Agreement.

1.2.- The Company undertakes to make the Farmina Pro Portal Opinion Leader, indicated in the preamble, available to the Opinion Leader, so that the latter can refer its customers to the Company for pet food nutrition advice and products.

ART. 2 - DURATION 

2.1.- The contract has an initial duration of one year starting on the date that the Opinion Leader starts using the Farmina Pro Portal Opinion Leader in accordance with this Agreement.

2.2.- Upon expiration, the contract will be tacitly renewed under the same conditions from year to year, unless terminated by one of the Parties serving at least 30 days’ prior written notice by registered letter with return receipt and/or email with read receipt.

2.3.- Either party may withdraw from the contract at any time, after the first renewal, with 30 days’ notice to be sent by registered letter with return receipt and/or email with read receipt.

2.4.- Violation of one or more of the obligations referred to in Article 4 will entitle Farmina to either take over the management of the customer contact to guarantee the service to the final customer and/or to terminate the Agreement with the Opinion Leader with immediate effect.

ART 3 - OBLIGATIONS OF THE COMPANY 

3.1.- The Company makes the Farmina Pro Portal Opinion Leader available to the Opinion Leader, providing adequate training to the Opinion Leader how to use and make registrations in the Farmina Pro Portal Opinion Leader
. 
3.2.- The Company undertakes to ensure that the Farmina Pro Portal Opinion Leader works correctly with the express exclusion of any liability of the Company for malfunctions.

3.3.- The Company undertakes to grant the Opinion Leader 250 Blue Points - corresponding to a coupon in the value of €25.00 (twenty-five/00)- for each confirmed recommendation of Farmina products made by the Opinion Leader to a new customer (i.e. a customer whose email enters the Farmina systems for the first time, and said customer confirms said recommendation) through the Farmina Pro Portal Opinion Leader. 

3.4.- For the same Opinion Leader, the Company undertakes to grant an additional 50 Blue Points to the Opinion Leader - corresponding to a coupon in the value of €5.00 (five/00 euro) - – for each subsequent purchase of Farmina products by the pet parent, up to a maximum of the next 5 purchases per pet parent (six purchases in total, initial purchase + 5 following purchases).

3.5.- The Blue Points mentioned in clause 3.4. can only be earned by the Opinion Leader if:
  • The new customer purchases the Farmina products by validating the unique coupon code, as featured in the recommendation email from the Opinion Leader or in a nutritional plan received from Farmina based on follow up by a nutrition consultant.
  • The first purchase by the new customer starts within 30 days from receiving the unique coupon code.
  • The purchases are validated by the customer at any of the points of sale adhering to the Farmina validation program or on the farmina.com e-shop;
  • The recommendation and product purchases are realized in the same country.
3.6.- The minimum threshold to use the credits earned based on clauses 3.3-3.4 is 250 Blue Points, corresponding to a coupon of €25.00 (twenty-five/00 euro). 

3.7.- The Opinion Leader can earn a maximum monthly credit of 5,000 Blue Points, corresponding to a coupon of €500 (five hundred/00 euro). The maximum amount that an Opinion Leader can earn per each new customer is 500 blue points or €50.00 (fifty/00 euro) – based on 5 purchases times €5, plus €25 for the initial recommendation.
 
3.8.- The Farmina Pro Portal Opinion Leader is only available to people over the age of 18 years. Opinion Leaders may only be registered if they fulfill this requirement.

3.9.- The Company reserves the right to verify the validity of telephone and email contacts to which the recommendation has been transmitted to. A unique phone/email contact cannot be used for more than one recommendation. The Company reserves the right to cancel any assigned credits if it detects any abuse, or suspects or detects that credits have been granted on incorrect grounds, for example, and not limited to situations where a shared contact is not authentic or if the same contact is used more than once. In such cases, the Company shall invoice the amount that was used as a credit.

3.10.- The credit accrued by the Opinion Leader will be paid upon presentation of an invoice dedicated to the activity, based on the mode of remuneration to be agreed upon between Parties.

3.11. Upon termination of the Agreement all rights accrued by the Opinion Leader in accordance with clause 3.2.-3.4. will expire and no new entitlements will accrue to the Opinion Leader.

3.12.- Farmina may engage its subsidiaries and/or affiliates to perform tasks and fulfill obligations under this Agreement. Farmina shall remain fully responsible and liable for all actions and omissions of such subsidiaries and affiliates as if performed by Farmina itself.

ART. 4 – OPINION LEADER OBLIGATIONS 

The Opinion Leader, in promoting and carrying out his/her activities, undertakes to:
  • Use the Farmina Pro Portal Opinion Leader.
  • Present the "free consultancy service" that Farmina offers through its personal Genius nutrition consultants, to its customers.
  • Propose the purchase of Farmina products to pet owners through the recommendation via the Farmina Pro Portal Opinion Leader and through advertising the validation of the discount code presented in the recommendation email and/or the nutritional plan that the pet owner will receive. 
  • Obtain the customer’s consent for the collection of their personal data and inserting their personal data in the Farmina Pro Portal Opinion Leader, only and exclusively in the event that the customer has provided consent in accordance with applicable data privacy legislation.
  • Comply with all applicable laws and regulations, including but not limited to:
    • GDPR and other privacy and data protection laws for handling any personal data;
    • Directive 2005/29/EC on Unfair Commercial Practices and relevant local advertising laws;
    • Clearly disclosing the sponsored nature of any promotional posts in accordance with consumer protection and advertising guidelines.
  • Ensure that any representations made about the products are truthful, accurate, and comply with consumer protection laws.
ART. 5 - EXCLUSIVE RIGHTS 

5.1.- To the extent permitted by applicable law, the Opinion Leader for the entire duration of the Agreement undertakes not to use other systems and/or digital devices that provide the same telematic services covered by this Agreement or to promote products that are competitive with the Farmina brand.

5.2.- In the event of a breach of the exclusivity obligations set forth in 5.1., Farmina shall have the right to terminate this Agreement with immediate effect by providing written notice to the Opinion Leader. Such termination shall not prejudice Farmina’s right to claim compensation for any damages incurred as a result of the breach, including but not limited to loss of revenue, reputational harm, or other consequential damages. The Opinion Leader acknowledges that compliance with the exclusivity obligations is a material condition of this Agreement.

ART. 6 - CONFIDENTIALITY 

6.1.- Each party undertakes to guarantee the confidentiality of the protected and confidential information communicated to it by the other party and related to the scope of this Agreement; "confidential" refers to all information communicated and/or received in any written, verbal, electronic form, by direct vision or any other intelligible form, including those that pass through the data processing and transmission equipment, consequently and as a result of this Agreement. More specifically, these must be understood, albeit by way of example, as information regarding the organization of the Company; the services offered by the Company; commercial information and customer management policy; the management and performance of the Company; the Company's relations with third parties, financial and marketing data, software programs, etc. 

6.2.- Confidential does not include information which, at the time of their disclosure: (i) was published or generally known to the public; (ii) Information which, after being disclosed by the Disclosing Party to the Receiving Party, gets published or become generally known to the public in any other way except by making a breach of the provisions of this Agreement; (iii) Information which was in the possession of  the Receiving Party at the time of disclosure by the Disclosing Party (as shown by written records) and which were not acquired, either directly or indirectly, from the Disclosing Party; (iv) Information obtained from any third party which they acquired legally, and not by making a breach of any contractual or legal obligation referring to the information.  

6.3.- Each party undertakes, therefore, not to disclose the aforementioned confidential information in any way or in any form and not to use it for any purpose other than those strictly necessary for the execution of this Agreement. 

6.4.- Each party is responsible for the exact observance by its employees, consultants, and associates of the aforementioned confidentiality obligations.

ART. 7 - COMMUNICATIONS 

All communications between the parties relating to this Agreement must be made through the Farmina Pro Portal Groomer or via email; the parties undertake to promptly notify any changes in email addresses.

ART. 8 - INTELLECTUAL PROPERTY RIGHTS

8.1.- All Intellectual Property Rights in or related to the Farmina Pro Portal Opinion Leader and/or website and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of the Company and/or its affiliates, subcontractors or licensors. “Intellectual Property Rights” shall mean copyrights and related rights (including database, catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.

8.2.- This Agreement does not grant the Opinion Leader any Intellectual Property Rights in the Farmina Pro Portal Opinion Leader and/or website and all rights not expressly granted hereunder are reserved by Company and/or its affiliates, subcontractors or licensors. This Agreement grants the Opinion Leader a limited, non-exclusive, non-transferable, and revocable license to use Farmina’s Intellectual Property Rights solely for the purposes of fulfilling its obligations under this Agreement, including but not limited to providing nutrition consultancy services, using the Farmina Pro Portal Opinion Leader. All rights not expressly granted hereunder are reserved by Farmina and/or its affiliates, subcontractors, or licensors. The Opinion Leader shall not use Farmina’s Intellectual Property Rights for any other purpose without prior written consent from Farmina.

8.3.- The Opinion Leader is not permitted to use the Farmina Pro Portal Opinion Leader and/or website or any content thereof for purposes other than described in this Agreement. The use of any kind of systematic retrieval, such as use of any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy and/or monitor any portion of the Farmina Pro Portal Opinion Leader is strictly forbidden. 

8.4.- The Company is entitled to remove an Opinion Leader from the Farmina Pro Portal Opinion Leader with immediate effect and/or refuse or cancel any Orders from an Opinion Leader if: (i) the Opinion Leader abuses the Farmina Pro Portal Opinion Leader service or causes any harm or detriment to the use of the Farmina Pro Portal Opinion Leader, the Company, its employees or partners, (ii) Company has reasonable belief of fraudulent acts by the Opinion Leader when using the Farmina Pro Portal Opinion Leader, (iii) the Opinion Leader places a false order or otherwise fails to comply with its obligations arising from this Agreement; (iv) there is reasonable doubt about the correctness or authenticity of the order.

8.5.- In the event of unauthorized use, reproduction, distribution, or any other infringement of Farmina’s Intellectual Property Rights by the Opinion Leader, Farmina reserves the right to seek compensation for all damages incurred as a result of such infringement. The damages shall include, but are not limited to, direct losses, loss of profits, reputational harm, and legal costs incurred in enforcing Farmina’s rights. The determination and quantification of damages shall be at Farmina’s sole discretion and subject to applicable laws.

ART. 9 – AMENDMENTS

9.1.- Farmina reserves the right to amend, modify, or update the terms and conditions of this Agreement at its sole discretion. Any such amendments shall become effective upon written notification to the Opinion Leader via email or the Farmina Pro Portal Opinion Leader, specifying the changes and their effective date, which shall be no less than 30 days from the date of such notification.

9.2.- The Opinion Leader's continued use of the Farmina Pro Portal Opinion Leader services after the effective date of any amendments shall constitute acceptance of such amendments. If the Opinion Leader does not agree with the amendments, the Opinion Leader may terminate this Agreement in accordance with Article 2 by providing written notice within 15 days of receiving the amendment notification.

9.3.- Farmina shall not be liable for any damages or losses incurred by the Opinion Leader as a result of amendments made in accordance with this Article, provided such amendments are made in good faith and in compliance with applicable laws.

ART. 10 – FORCE MAJEURE

10.1.- Neither Party shall be held liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, labor disputes, strikes, interruptions or failures of utility services (including electricity, water, or internet), cyberattacks, hacking incidents, software or hardware failures, or other technological disruptions.

10.2.- The affected Party shall notify the other Party in writing within 5 business days of becoming aware of the force majeure event and shall take all reasonable measures to mitigate its effects. If the force majeure event continues for more than 30 days, Farmina reserves the right to terminate this Agreement without liability by providing written notice to the Opinion Leader.

ART. 11 – LIMITATION OF LIABILITY

Farmina’s total liability for any claims, losses, or damages arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to an amount equivalent to the total profit earned by Farmina from the Opinion Leader under this Agreement during the twelve (12) months immediately preceding the event giving rise to such claim. Under no circumstances shall Farmina be liable for any indirect, consequential, punitive, or incidental damages, including but not limited to loss of profits, business interruption, or reputational harm.

ART. 12 – DATA PRIVACY

12.1.- The Opinion Leader guarantees, for itself and for its staff, that the activity regarding the collection and use of customer personal data via the Farmina Pro Portal Opinion Leader will comply with current data privacy legislation and expressly agrees not to use the aforementioned data for other purposes than described in this Agreement.

12.2.- The Opinion Leader guarantees and indemnifies Farmina of any and all charges, including legal fees, in the event of claims or damages by customers, for the violation of the privacy legislation by the Opinion Leader and/or its employees.

12.3.- In the event of a personal data breach, the Opinion Leader shall notify Farmina in writing within 24 hours of discovering the breach. The notification must include all relevant details of the breach, including but not limited to: the nature of the breach, the categories and approximate number of data subjects affected, the categories and approximate number of data records concerned, and any measures taken or proposed to address the breach and mitigate its possible adverse effects. The Opinion Leader shall cooperate fully with Farmina in managing and resolving the breach, including providing any additional information requested by Farmina and assisting in any required notifications to data protection authorities or affected individuals.

12.4.- The Opinion Leader hereby explicitly consents to Farmina processing and/or storing personal data, collected through the Farmina Pro Portal Opinion Leader and the Farmina website (farmina.com), worldwide, exclusively within Farmina's entities and service providers necessary for the business. Farmina will implement appropriate safeguards to ensure the security and privacy of this data.

ART. 13 - JURISDICTION AND RELEVANT LAW 

13.1.- Any dispute relating to the execution of this Agreement shall be addressed to the exclusive jurisdiction of the court of the seat of the Company. Relevant law should be the law of the place where, at the time of acceptance of the Agreement, the seat of the Company was located. 

13.2.- The Opinion Leader declares to specifically accept the following paragraphs, article 2 (duration), 4 (Opinion Leader Obligations), 5 (exclusive rights), 6 (confidentiality), 7 (communication), 8 (intellectual property rights), 9 (amendments), 10 (force majeure), 11 (limitation of liability), 12 (data privacy), 13 (jurisdiction and relevant law), and 14 (assignment).

ART. 14 - ASSIGNMENT

14.1. The Company shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to a subsidiary, an affiliate or successor or to a purchaser or acquirer of its business assets relating to Farmina Pro Portal Opinion Leader, without the Opinion Leader's prior consent.

14.2. The Opinion Leader shall not be entitled to assign any of its rights or obligations here under in whole or part.