Privacy policy Farmina Vet App

Version February 2025

PREAMBLE
Farmina Pet Foods Holding B.V. (VAT no. NL859267131B01), a company established under the laws of the Netherlands, with registered office at Johan Huizingalaan 400, 1066 JS in Amsterdam, the Netherlands (“Farmina”) offers pet parents services dedicated to the nutrition, care, and well-being of their pets and accompanying pet food Products, wet, dry food and treats from the Farmina VetLife or N&D Lines.
These Farmina Product lines can also be recommended and sold to clients by veterinarians. In that context, Farmina has developed a Vet Loyalty Program (the "Program"), the terms and conditions of which are described below.

ART. 1 - ELIGIBILITY
1.1. The Program is open for Veterinarians and Veterinarian Technicians, to the extent that they are members of the Farmina Vet Portal (the “Member”). Farmina makes the Farmina Vet Portal available to the Member, providing adequate training in its use and registration to the Farmina system. The use of the Farmina Vet Portal by a Member is voluntary and free of charge.
1.2. These terms and conditions, which will be accepted by the Member and be binding upon the latter, by using the Farmina Vet Portal.
1.3. These terms and conditions shall not be deemed exclusive of any obligations to which a Member is at any time subject under the laws, professional statutes and deontological codes and norms applicable to the veterinarian profession, or incumbent to the Member in accordance with the honest practices and the general principle of good faith. Therefore, each Member undertakes and remains bound cumulatively, and in addition, to these terms and conditions by every obligation and deontological conduct rules now or hereafter existing under the laws, professional statutes and deontological codes and norms applicable to the veterinarian profession in the territory in which the Member is professionally active (the “Territory”). Member agrees to not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of Farmina, its operations or business, or of any product in existence or under development by Farmina from the range of VetLife or N&D Products (the “Products”).
1.4. The Member acknowledges that these terms & conditions do not impose on the Member the obligation to professionally endorse and promote exclusively the Products and the Member is and remains after accepting these terms and conditions free to professionally endorse and promote similar, equal or like products manufactured or distributed by any other entities or commercial platforms and distribution channels in the Territory.
1.5. Nothing in this Agreement shall prevent or limit the Member's enrolment, continuing or future participation in any contract or plan, program, policy or practice similar to the Program, provided by any competitor of Farmina in the Territory, nor shall anything herein limit or otherwise affect any rights as the Member may have under any contract or plan, program, policy or practice similar to the Program with the competitors of Farmina in the Territory.
1.6. The Farmina Vet Portal is only available to persons over the age of 18 years. You may not register as a Member if you do not fulfill this requirement.
1.7. Farmina may engage its subsidiaries and/or affiliates to perform tasks and fulfill obligations relevant for this Program. Farmina shall remain fully responsible and liable for all actions and omissions of such subsidiaries and affiliates as if performed by Farmina itself.

ART. 2 - DURATION
2.1. The contract has an initial duration of one year from the signing.
2.2. Upon expiration, the contract will renew under the same terms and conditions from year to year, unless terminated by either of the Parties serving at least 30 days’ prior written notice.
2.3. Either party may withdraw from this contract at any time, after the first renewal, with 30 days’ notice.
2.4. Violation by Member of one or more of the obligations referred to in Article 3 will entitle Farmina to terminate the Agreement with the Member with immediate effect.

ART. 3 - MEMBER OBLIGATIONS
Each Member must ensure that it meets all legal requirements for professional practice. The Member, in recommending Farmina Products to its clients, undertakes to:

• Follow the Farmina product training program offered by Farmina.
• Use the Farmina Vet Portal to make recommendations for Farmina Products to its clients.
• Explain to its clients the free consultancy service that Farmina offers through its consultants.
• Explain the benefits of Farmina Products to pet owners, and through the recommendation issued via the Farmina Vet Portal
• Obtain the customer’s consent for the collection of their personal data and inserting their personal data in the Farmina Vet Portal, only and exclusively in the event that the customer has provided consent in accordance with applicable data privacy legislation and applicable terms and conditions.
• Comply with all applicable laws and regulations, including but not limited to all applicable state, federal and foreign privacy and data protection laws, consumer protection laws and advertising guidelines, false advertising and unfair commercial practices laws and regulations.
• Ensure that all representations made about the Company, and its products and services are truthful, accurate, and comply with consumer protection laws.
• Not take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of Farmina, its operations or business, or of the Products.

ART. 4 - EARNING CREDIT
4.1. When using the Farmina Vet Portal, Members can earn points for recommendation of Farmina pet food Products, wet or dry food from the Farmina VetLife or N&D Lines to their clients.
4.2. Members will be awarded 20 credits for each recommendation of VetLife line Products and 10 credits for each recommendation of N&D line Products, made to a new customer of Farmina (i.e. a customer who enters the Farmina systems for the first time) or returning customer of Farmina (a customer who has not been commercially active within the Farmina systems for the last 12 months ) by using the Farmina Vet Portal.
4.3. When a recommendation has been issued via the Farmina Vet Portal, the client receives a discount voucher that can be used for the purchase of Farmina Products at any of the Farmina points of sale adhering to the validation program or on the farmina.com e-shop site.
4.4. For the same new or returning customer, Farmina undertakes to granting an additional 40 Blue Points to the Member for each subsequent purchase of Farmina Products by the or returning customer, up to a maximum of the first 12 purchases per customer.
4.5. The Blue Points mentioned in clause 4.4. can only be earned by the Member if:
•             The new or returning customer purchases the Farmina products by validating the unique discount voucher code, received by the customer in the recommendation email from the Member or in the nutritional plan received from Farmina based on follow up by a nutrition consultant;
•             The first purchase by the new or returning customer starts within 30 days from receiving the unique discount voucher 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.
4.6. The maximum number of credits that a Member can earn per new or returning customer is 490 blue points (for recommendation of N&D Products and 12 subsequent Product purchases) or 500 blue points (for recommendation of Vetlife Products and 12 subsequent Product purchases).
4.7. Farmina 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. Farmina 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. 
4.8. Upon termination of the Agreement, all rights accrued by the Member in accordance with clause 4.2.-4.4. will expire and no new entitlements will accrue to the Member.

ART. 5 - REDEMPTION OF CREDITS
5.1. Total credits accumulated by a Member can be seen through the Farmina Vet Portal. Credits accumulated are valid for 1 year from the time that they are acquired.
5.2. Credits accumulated in the Program may be redeemed for rewards, by subscriptions to national and/or international veterinarian congresses and/or events identified by Farmina.
5.3. A specific list of available congresses and events will be shared with the Members via the Farmina Vet Portal.  The maximum number of registrations available for each event/congress can be set by Farmina.
5.4. If a Member wants to join a congress or event, using the credits, he/she must contact the relevant Farmina Vet Representative, who will check the available balance of credits of the Member in the Farmina Vet Portal and available seats for the event or congress, and will issue the required congressional or event registration, cancelling the number of credits required to participate in the congress or event.  
5.5. The Farmina credits earned by a Member are not transferable and can only be used by the Member to whom the credit was issued within one year after accrual.
5.6. Farmina may ask the Member for an identity document or some other means of identification, to verify the identity of the individual using the credit.

ART. 6 - CONFIDENTIALITY
6.1. Both Farmina and each Member undertake to guarantee the confidentiality of the protected and confidential information communicated by the other party and related to the scope of the Program; "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 contract. More specifically, these must be understood, albeit by way of example, as information regarding the organization of Farmina; the services offered by Farmina; Farmina’s internal business, commercial and marketing information; Farmina’s customer and vendor management policies and procedures; the management and performance of Farmina; Farmina's relations with third parties, financial and marketing data, software programs, etc.; Farmina’s Intellectual Property Rights (as defined).  
6.2. Confidential does not include (i) information which, at the time of their disclosure, 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 these terms and conditions; (iii) 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 (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. Farmina and each Member undertake, 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 the Program.
6.4. Farmina and each Member are responsible for the exact observance by their employees, consultants, and associates of the aforementioned confidentiality obligations.

ART. 7 – NOTICES & COMMUNICATIONS
All communications and required notices between the parties relating to this Agreement must be made through the Farmina Vet Portal 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 Farmina, its brands and Products, the Farmina Vet Portal, and Farmina’s business, and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Farmina and/or its affiliates, subcontractors or licensors. “Intellectual Property Rights” includes, but is not limited to all copyrights and related rights (including database, catalogue rights, image and photography rights), patents, utility models, design rights, trademarks, tradenames, brands, trade secrets, ingredients, recipes, computer codes and processes; operating, R&D, testing, quality control, and marketing procedures and processes, know-how and any other form of registered or unregistered intellectual property rights.
8.2. These terms and conditions do not grant a Member any Intellectual Property Rights in the Farmina Vet Portal or website and all rights not expressly granted hereunder are reserved by Farmina and/or its affiliates, subcontractors or licensors. These terms and conditions grants the Member 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 these terms and conditions, including but not limited to providing nutrition consultancy services, using the Farmina Vet Portal. All rights not expressly granted hereunder are reserved by Farmina and/or its affiliates, subcontractors or licensors. The Member shall not use Farmina’s Intellectual Property Rights for any other purpose without prior written consent from Farmina.
8.3. Members are not permitted to use the Farmina Vet Portal or any content thereof for purposes other than as described in these terms and conditions. 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 Vet Portal is strictly forbidden.
8.4. Farmina is entitled to remove a Member from the Farmina Vet Portal with immediate effect and/or refuse or cancel any credits of a Member if: (i) the Member abuses the Farmina Vet Portal or causes any harm or detriment to the use of the Farmina Vet Portal or the partners of Farmina or Farmina’s employees, (ii) Farmina has reasonable belief of fraudulent acts by the Member when using the Farmina Vet Portal, (iii) the Member places a false prescription or otherwise fails to comply with its obligations arising from these terms and conditions; (iv) there is reasonable doubt about the correctness or authenticity of a prescription.
8.5. In the event of unauthorized use, reproduction, distribution, or any other infringement of Farmina’s Intellectual Property Rights and/or Confidential Information by the Member, Farmina reserves the right to seek injunctive relief (without posting a bond) in any court of competent jurisdiction, and compensation for all damages incurred. DAMAGES SHALL INCLUDE, BUT ARE NOT LIMITED TO, DIRECT LOSSES, LOSS OF PROFITS, REPUTATIONAL HARM, AND LEGAL COSTS AND ATTORNEYS’ FEES INCURRED IN ENFORCING FARMINA’S RIGHTS. The determination and quantification of damages sought shall be at Farmina’s sole discretion and subject to applicable laws.

ART. 9 – DATA PRIVACY
9.1. The Member guarantees, for itself and for its staff, that the activity regarding the collection and use of customer personal data via the Farmina Vet Portal will comply with current data privacy legislation and expressly agrees not to use the aforementioned data for other purposes than described in these terms and conditions.
9.2. Indemnity: The Member shall guarantee, defend, indemnify and hold harmless Farmina, its affiliates, successors and permitted assigns, and its and their officers, directors, shareholders, members, partners and employees from and against any and all damages, claims, fines, charges, including costs and reasonable legal fees occurred, in the event of claims or damages by customers, for the violation of any privacy legislation, laws and/or regulations, resulting from a breach of this Agreement by the Member and/or its agents or employees.
9.3. In the event of a personal data breach, the Member 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 Member 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.
9.4. The Member 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.

ART. 10 – NO WARRANTY
The Farmina Pro App and Website are provided by Farmina “as is” and Farmina makes no warranties of any kind, express or implied, relating to the use or performance thereof, including without limitation, with respect to merchantability and/or fitness for a particular purpose.

ART. 11 – INDEMNIFICATION
Member agrees to indemnify, defend and hold harmless Farmina, its affiliates, successors and permitted assigns, and its and their officers, directors, shareholders, members, partners and employees from and against any and all claims, actions, proceedings, judgments and other liabilities and expenses (including reasonable attorneys’ fees and costs) of any nature arising out of or relating to: breach of the Terms of this Agreement; misuse of Farmina’s marketing and promotional materials; false or deceptive claims regarding Farmina’s products or services; violation of privacy laws; the negligence or intentional misconduct by Member or its employees in connection with the performance of Member’s obligations under this Agreement.

ART. 12 – AMENDMENTS
12.1. Farmina reserves the right to amend, modify, or update the terms and conditions of these terms and conditions at its sole discretion. Any such amendments shall become effective upon written notification to the Member via email or the Farmina Vet Portal, specifying the changes and their effective date.
12.2. The Member’s continued use of the Farmina Vet Portal services after the effective date of any amendments shall constitute acceptance of such amendments. If the Member does not agree with the amendments, the Member may terminate his membership by providing written notice within 15 days of receiving the amendment notification.
12.3. Farmina shall not be liable for any damages or losses incurred by the Member 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. 13 – FORCE MAJEURE
13.1. Neither Party shall be held liable for any failure or delay in the performance of its obligations under these terms and conditions 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, legal or regulatory 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.
13.2. 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 Member.

ART. 14 – LIMITATION OF LIABILITY
FARMINA’S TOTAL LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUIVALENT TO THE TOTAL PROFIT EARNED BY FARMINA FROM THE MEMBER UNDER THESE TERMS AND CONDITIONS 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. 15 - JURISDICTION AND RELEVANT LAW
15.1.- ANY DISPUTE, CLAIM OR DEFENSE RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE,  SHALL BE RESOLVED BY AND ADDRESSED TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, AND THE MEMBER HEREBY CONSENTS TO JURISDICTION AND VENUE THEREIN, REGARDLESS OF CHOICE OF LAW. RELEVANT LAW SHALL BE THE LAWS OF THE STATE OF NEW YORK, INCLUDING ITS STATUTE OF LIMITATIONS, WITHOUT REFERENCE TO ITS CHOICE OF LAW RULES OR ANY PRINCIPLE CALLING FOR APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
15.2.- The Member specifically acknowledges and accepts the following paragraphs, article 2 (duration), 3 (Member Obligations), 6 (confidentiality), 7 (notices & communications), 8 (intellectual property rights), 9 (data privacy), 10 (no warranty), 11 (indemnification), 12 (amendments), 13 (force majeure), 14 (limitation of liability), 15 (jurisdiction and relevant law), and 16 (assignment), which shall survive termination of this Agreement.

ART. 16 – ASSIGNMENT
16.1. 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 Pro App, without the Member’s prior consent.
16.2. The Member shall not be entitled to assign any of its rights or obligations hereunder in whole or part.

ART. 17 – MISCELLANEOUS
If one or more of the provisions of these Terms are deemed to be unenforceable, then the remaining provisions shall remain in full force and effect. Farmina’s failure to enforce any term or condition of these Terms shall not be construed as a waiver of that term or condition or of Farmina’s rights to enforce such term or condition in the future. This Agreement shall bind and inure to the benefit of the parties and their successors and assigns. This Agreement may not be amended, or any obligation waived, except by a writing signed by both parties.

Latest update: February [*], 2025