Terms and Conditions - Farmina Digital Services

Version February 2025

This document constitutes a legal agreement between you, as the user (hereinafter "User"), 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 the terms and conditions as described herein, which will be accepted by the User, and will be binding upon the latter, by making use of the Platform.

The User and the Company hereinafter also collectively referred to as the “Parties” and each a “Party”.

PREAMBLE

1. Farmina operates in the production and marketing sector of complete and complementary food for cats and dogs.
2. Farmina has an interest in seeking commercial partners in order to provide nutrition consultancy services and offer a range of pet nutrition to end customers.
3. The User declares its willingness to enter into this Agreement for the purposes indicated above for one or more of its points of sale of pet food and accessories of which it is the owner.
4. The terms and conditions as described in this Agreement, will be accepted by the User, and will be binding for the latter, by use of the Farmina Genius Pet Center.

Given the above, the Parties hereby agree as follows:

Article 1 – Obligations Farmina
Farmina - in order to build customer loyalty and offering customers (i) nutrition consultancy for the use of pet food, (ii) pre and post sales services and/or (iii) utility for pet care - is committed to:

a. Provide the User with training for the User’s personnel (in all Genius Pet Center Prime stores) through:
i. A 4-hour technical/scientific training with a veterinarian;
ii. A 4-hour operational training session with a Farmina nutrition consultant;
iii. A 3-day in-store coaching session with a Farmina nutrition consultant;
iv. Access to the Farmina Academy E-Learning Platform.

b. Grant, on a free loan for use basis, for the entire duration of this contract, the following assets to the User:
i. Farmina branded totem signage;
ii. professional pet weighing scales;
iii. smartphones with SIM cards;

c. Provide the User with access to Farmina’s IT systems and applications (the “Platform”) for the purpose of creating nutrition plans for the customer’s pet(s);
d. Assign a zip code to the User so that if a customer lands in that zip code it can be directed to the Platform account of the Farmina Genius Pet Center of the User; and
e. Conduct promotional initiatives and activities (both physical and online) in order to direct customers to the point of sale covered by this Agreement.

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.

Article 2 – Obligations User
The User undertakes, towards Farmina and for each point of sale indicated in the preamble, to:

a) Place Farmina Genius Pet Center branding materials in its points of sale as indicated in the preamble, and to proactively use the Farmina Platform to provide nutrition consultancy advice to its customers;

b) Guarantee that all employees that are entitled to provide the consultancy services to its customers will perform the training above mentioned and complete the assigned Farmina academy courses and updates; 

c) Constantly guarantee the in-store presence of all the Farmina N&D food lines and at least 70% of the VetLife lines, wet, dry and treats, for both cats and dogs;

d) Manage a customer’s contact that has been directed by Farmina to the Farmina Genius Pet Center of the User based on the customer’s zip code within 3 business days, including contacting the customer, providing the required consultancy service and managing the customer in the Farmina Pro App in accordance with the procedure explained in the training;

e) Ensure that at all times during the opening hours of the stores, there are sufficient qualified and experienced staff members present for the Farmina after-sales service in the store.

f) Grant Farmina free use of adequate space (minimum 2sqm) for the installation of the Farmina Genius Pet Center;

g) Allow the use of Farmina branded materials in order to enhance the services provided;

h) Obtain the customer’s consent for the collection of their personal data and inserting their personal data in the Platform, only and exclusively in the event that the customer has provided consent in accordance with applicable data privacy legislation.

i) 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.

j) Ensure that any representations made about the Farmina products are truthful, accurate, and comply with consumer protection laws.

Article 3 Term and termination  
3.1.- This contract has an initial term of 1 year starting on the date that the User starts using the Platform in accordance with this Agreement.

3.2.- Upon expiration, the Agreement 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 nice by registered letter with return receipt and/or email with read receipt.

3.3.- 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 certified email with read receipt.

3.4.- Violation of one or more of the obligations referred to in Article 2 will entitle Farmina to either take over the management of the customer contact to guarantee the service to the final customer, to change the Farmina Genius Pet Center status of the User and/or to terminate the Agreement with the User with immediate effect.

3.5.- Upon expiry of the Agreement, the User must, within 10 days, return to Farmina the materials received on loan for free use as indicated in Article 1.b in perfect condition, except for deterioration caused by normal use.

3.6.- In case of delayed return delivery of the materials, the User will be required to pay €20 for each day of delay.

3.7.- In the event of non-delivery and/or return of damaged goods and/or in a non-adequate state, the User will be required to pay the following penalties:

1. € 450,00 for each Farmina branded totem signage item;
2. € 150,00 for each professional pet weighing scales;
3. € 150,00 for each smartphone with SIM card.    

Article 4 - Data privacy
4.1.- The User guarantees, for itself and for its staff, that the activity regarding the collection and use of customer personal data via the Farmina Platform will comply with current data privacy legislation and expressly agrees not to use the aforementioned data for other purposes than described in this Agreement.

4.2.- The User 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 User and/or its employees.

4.3.- In the event of a personal data breach, the User 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 User 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.

4.4.- The User hereby explicitly consents to Farmina processing and/or storing personal data, collected through the Farmina Pro App 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.

Article 5 - Exclusivity
To the extent permitted by applicable law, the User, for the entire duration of this Agreement, agrees not to enter into commercial agreements of similar nature with competitors of Farmina. In case of violation of this requirement, the contract will be considered terminated automatically by law.

Article 6 – Right to Audit    
6.1.- The User undertakes to allow access to the premises of the points of sale, indicated in the preamble, to Farmina employees during opening hours, in order to verify the quality of the service to be provided by the User to customers by using the Farmina Genius Pet Center, including the use of the materials granted on loan.

6.2.- In the event that the service is not deemed sufficient, Farmina may, at its sole discretion, challenge this circumstance to the User and invite it to take the most appropriate measures to improve the service.

6.3.- The Agreement can be terminated by Farmina, in case it is of the opinion that the quality of the service provided by the User remains unsatisfactory.

Article 7 – Intellectual Property Rights
7.1.- All Intellectual Property Rights in or related to Farmina, its brands and products, the Farmina Genius Pet Center and documentation related thereto, 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.

7.2.- This Agreement does not grant the User any Intellectual Property Rights in the Farmina Genius Pet Center, and all rights not expressly granted hereunder are reserved by Farmina and/or its affiliates, its subcontractors or licensors. This Agreement grants the User 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 Platform, and displaying branding materials at the points of sale indicated in the preamble. All rights not expressly granted hereunder are reserved by Farmina and/or its affiliates, subcontractors, or licensors. The User shall not use Farmina’s Intellectual Property Rights for any other purpose without prior written consent from Farmina.

7.3.- The User is not permitted to use the Farmina Platform or any content thereof for other purposes than described in this Agreement. 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 Platform is strictly forbidden.

7.4.- Farmina is entitled to remove a User from the Farmina Platform with immediate effect and/or refuse or cancel any orders from a User if: (i) the User abuses the Farmina Genius Pet Center service or causes any harm or detriment to the use of the Farmina Genius Pet Center or Platform or the Company, its affiliates or their employees, (ii) Company has reasonable belief of fraudulent acts by the User when using the Farmina Genius Pet Center or Platform, or (iii) if the User otherwise fails to comply with its obligations arising from this Agreement.

7.5.- In the event of unauthorized use, reproduction, distribution, or any other infringement of Farmina’s Intellectual Property Rights by the User, 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.

Article 8 - Confidentiality
8.1.- Each Party undertakes to guarantee the confidentiality of the protected and confidential information communicated 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.

8.2.- Confidential does not include:

• information which, at the time of their disclosure, was published or generally known to the public;
• 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;
• Information which was in the possession of the Receiving Party at the time of their disclosure by the Disclosing Party (as shown by written records) and which were not acquired, either directly or indirectly, from the Disclosing Party; and
• 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. 

8.3.- 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.

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

8.5.- This confidentiality obligation shall survive the termination of this Agreement.

Article 9 – Targets and Bonus
9.1.- Parties will separately agree in writing on sales and marketing targets for the User to be achieved during the term of the Agreements, on an annual basis.

9.2.- In case the User achieves the annual sales and marketing targets, referred to under 9.1 above, the User will be entitled to a gross bonus of up to 5% of the annual sell in of Farmina products by the User, during the annual term that the bonus relates to.

9.3.- The bonus achieved will be paid to the User within one month after expiry of the annual term that the bonus relates to. 

Article 10 - Communication
All communications between the Parties relating to this Agreement must be made through the platform or via email; the Parties undertake to promptly notify any changes in email addresses.

Article 11 – Amendments
11.1.- 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 User via email or the Platform, specifying the changes and their effective date, which shall be no less than 30 days from the date of such notification.

11.2.- The User's continued use of the Farmina Genius Pet Center services or Platform after the effective date of any amendments shall constitute acceptance of such amendments. If the User does not agree with the amendments, the User may terminate this Agreement in accordance with Article 3 by providing written notice within 15 days of receiving the amendment notification.

11.3.- Farmina shall not be liable for any damages or losses incurred by the User 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.

Article 12 – Force Majeure
12.1.- 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.

12.2.- 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 User.

Article 13 – 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 User 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.

Article 14 – Applicable law
14.1.- Any dispute relating to the execution of this Agreement shall be addressed to the exclusive jurisdiction of the court of Amsterdam, the Netherlands. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.

14.2.- The User declares to specifically accept the following paragraphs: 2 (User obligations), 3 (term and termination), 4 (data privacy), 5 (exclusivity), 6 (right to audit), 7 (intellectual property rights), 8 (confidentiality), 10 (communications), 11 (amendments), 12 (force majeure), 13 (limitation of liability), 14 (applicable law) and 15 (assignment).

Article 15 - Assignment
15.1. 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 the Farmina Genius Pet Center and/or Farmina Platform, without the User’s prior consent.

15.2. The User shall not be entitled to assign any of its rights or obligations hereunder in whole or part.