IMPORTANT: These Terms and Conditions ("T&Cs"), located at https://culteva.pro/terms, apply to your use of the Culteva Platform. The Culteva Platform is owned and operated by Provarco Proprietary Limited trading as Provar (a company incorporated in South Africa with registration number 2015/358560/07) ("Provar", "us" or "we").
All persons who use the Culteva Platform ("you" or "End-User") are bound by these T&Cs. If you do not agree to these T&Cs, do not continue to use the Culteva Platform. Your continued use of the Culteva Platform will constitute acceptance of the T&Cs, unmodified by you.
These T&Cs together with the SaaS Agreement constitute the agreement between you and Provar. Your use and access of the Culteva Platform are subject to all of the terms and conditions as set out hereunder, and you shall not be authorised to use the Culteva Platform, store any Data or create any evaluation report on the Culteva Platform unless you have clicked on the button indicating "I HAVE FULLY ACCEPTED THE TERMS AND CONDITIONS OF USE", as an authorised End-User.
By entering any and all personal information onto the Culteva Platform in the creation of an End-User profile related to Account of a Subscriber, you consent to the processing of your personal information by Provar in terms of Data Protection Laws.
We may change the provisions of these T&Cs at any time by sending you an email with details of the change or notifying you of a change the next time you load or access the Culteva Platform. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Culteva Platform as provided in clause 11.5.
INTERPRETATION
The introduction to these T&C's shall form an integral part of this Agreement.
The following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings:
"Account" means a Provar-hosted profile that provides an End-User with access to the Culteva Platform;
"Agreement" means these T&C's and the SaaS Agreement;
"Compatible Web Browser" means the third-party browser software required for the Culteva Web Client to properly function and is limited to the latest versions of Google Chrome, Mozilla Firefox and Safari.
"Compatible Android Device" means a Device that is able to run apps written for the Android execution environment with the following minimum device specifications, namely -
cellphone or tablet device hardware with at least 4GB of RAM; and
Android Operating System version 5.0, code name ‘Lollipop’, which was released on 12 November 2014.
"Culteva Android Client" means the Android software with application ID pro.culteva.android owned by Provar and which is downloadable to Compatible Android Devices via the Google Play Store;
"Culteva Platform" means a web-based service that allows an End-User to manage cultivar evaluation data and compile reports. It provides tools to view, create, update and delete evaluation data via the Culteva Web Client and Culteva Android Client;
"Culteva Web Client" means the Software made available by Provar to the Subscriber at http://app.culteva.pro and https//culteva.pro from a Compatible Web Browser;
"Data" means any data supplied, generated, stored, collected, collated, accessed or processed by or for the benefit of the Subscriber, including Personal Information as defined in Data Protection Laws and any applicable legislation in South Africa and/or in any other jurisdiction where the Culteva Platform is made available;
"Data Protection Laws" means (i) the General Data Protection Regulation (Regulation (EU) 2016/679), the Protection of Personal Information Act, No. 4 of 2013, and all other applicable laws and regulations in any applicable jurisdiction, relating to the processing of personal information and privacy; and (ii) where applicable the guidance and codes of practice issued by a regulatory or relevant government department;
"Destructive Code" means any "viruses", "trojan horses", computer code, malware, instructions, devices or other materials designed to disrupt, disable, harm or otherwise impede in any manner the operation of any Device, Technology, services, data, storage media, programs, equipment or communications, or otherwise interfere with operations thereof;
"Device" means a mobile device which is capable of connecting to the Internet, and shall include mobile phones, tablets and other devices;
"ECT Act" means the Electronic Communications and Transactions Act 25 of 2002;
"Intellectual Property" means any know-how (not in the public domain), invention (whether patented or not), design, trade mark (whether or not registered), or copyright material (whether or not registered), processes, process methodology (whether patented or not), and all other identical or similar Intellectual Property as may exist anywhere in the world which is not in the public domain and any applications for registration of such Intellectual Property;
"Intellectual Property Rights" means, in relation to any Intellectual Property, all and any: (i) proprietary rights thereto; or (ii) any other right, title, authority or entitlement held by any party in respect thereof, whether under licence or otherwise;
"Internet" means the global electronic communications network providing a variety of information and communication facilities, consisting of interconnected networks using standard communication protocols;
"Provar" means Provarco Proprietary Limited trading as Provar, registration number 2015/358560/07, a private company duly incorporated in the Republic of South Africa;;
"SaaS Agreement" means the agreement that was entered between the Subscriber and Provar;
"Subscriber" means the party that entered into a SaaS Agreement with Provar;
"Technology" means any software, systems, applications, platforms, devices, technology and the like, of any kind and in whatever form; and
"Upgrades" means any change or improvement to the Culteva Platform or any component of the Culteva Platform that relates to or affects the operating performance, but does not change the basic operation or functionality of the Culteva Platform. Upgrades are usually identified by a change in the version number, for instance a change from version 1.1 to version 1.2;
Unless the context clearly indicates a contrary intention, any word or phrase defined in the body of these T&Cs as opposed to being defined in clause 2.2 (Interpretation) shall have the meaning assigned to it in such definition throughout these T&Cs.
Any reference to any statute in these T&Cs shall be a reference to that statute as at the signature date, and as amended or re-enacted from time to time thereafter.
When any number of days is prescribed in these T&Cs, such number shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a business day, in which case the last day shall be the next succeeding business day.
The use of the word "including" followed by a specific example/s in these T&Cs shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s.
Any reference to the singular includes the plural and vice versa.
Any reference to a gender includes the other genders.
The clause headings in these T&Cs have been inserted for convenience only and shall not be taken into account in its interpretation.
CULTEVA PLATFORM
In order to use the Culteva Platform, either by means of the Culteva Web Client or the Culteva Android Client, you must be (i) a natural person of at least 18 years of age and (ii) you must be authorised by the Subscriber.
The subscription fees associated with your registration as an End-User or with your use of the Culteva Platform are as provided for in the SaaS Agreement.
You may NOT use the Culteva Platform if you are not authorised by the Subscriber as an End-User.
The Culteva Platform shall be made available in accordance with these T&Cs.
ACCESS TO THE ACCOUNT
After the registration process of an Account for a Subscriber has been completed, Provar will create a profile for you as End-User linking your email address to the Account of the Subscriber.
You will need to use your email address and password to access the Account and use the Culteva Platform.
Keeping the Account secure and your password secret
You must keep your password secret.
You are responsible for all use of the Account and your password.
If you forget your password, or you want to change your password, you can do so by logging on to the Culteva Platform and selecting the "forgot password" button.
Whenever a person uses the Culteva Platform, or performs any other act, with your password or through the Account, we will treat this as if it was done by you and with your approval.
You must take all reasonable and appropriate measures not to share, display in public, or make your password and details available to any person who is not authorised to access the Account.
You must notify us immediately by sending us an email at support@culteva.pro. if you suspect that another person has obtained unauthorised access to the Account, or password, or if you are aware of any unauthorised use of the Account or password. You will be responsible for changing your privacy settings on the Account as soon as you become aware of any unauthorised access or use.
As far as the law allows, we will not be responsible for any loss or damage which you may suffer if any other person uses your password or accesses the Account or the Culteva Platform using the Account, without your approval and consent.
GRANT AND SCOPE OF RIGHTS TO USE THE CULTEVA PLATFORM
Licence
We grant you a non-transferable, non-exclusive, non-sublicensable revocable license to access and use the Culteva Platform by means of:
the Culteva Web Client; and
Culteva Android Client, which may be downloaded, installed and used on the Devices subject to these T&Cs and the Google Play Store rules.
The licence to use the Culteva Platform is for commercial usage as an End-User of the Subscriber.
Upgrades pertaining to the Culteva Platform
We may make Upgrades to the Culteva Platform available from time to time.
You will be required to download the Upgrades from the Google Play Store in order to continue to use the Culteva Android Client and no further steps are required to access the Culteva Web Client following any Upgrades.
Depending on the nature of the Upgrade you may not be able the use the Culteva Android Client until you have downloaded the latest version of the Culteva Android Client.
The Upgrades will be subject to the same terms and conditions as contained in these T&Cs, unless we specify otherwise.
Restrictions of the Culteva Platform
Except as expressly set out in these T&Cs or as permitted by law, you agree:
not to copy the Culteva Platform except where such copying is incidental to normal use of the Culteva Platform, or where it is necessary for the purpose of back-up or operational security;
not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Culteva Platform;
not to make alterations to, or modifications of, the whole or any part of the Culteva Platform, or permit the Culteva Platform or any part of it to be combined with or become incorporated in, any other software programs;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Culteva Platform, Technology forming part of the Culteva Platform or attempt to do any such thing;
to keep all copies of the Culteva Platform, with specific reference to the Culteva Android Client, secure and to maintain accurate and up-to-date records of the number and locations of all copies;
to provide or otherwise make available the Culteva Platform, in whole or in part (including any object code) in any form to any person without prior written consent from us;
to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Culteva Platform, (the "Licence Restrictions").
Acceptable Use Restrictions
You may not:
use the Culteva Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the T&Cs, or act fraudulently or maliciously, for example, by hacking into or inserting Destructive Code into the Culteva Platform or any operating system;
infringe our Intellectual Property Rights or those of any third party in relation to your use of the Culteva Platform;
transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Culteva Platform;
introduce any Destructive Code into the Technology used by us or any other person, including in the Culteva Platform;
use the Culteva Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
collect or harvest any information or Data for attempt to decipher any transmissions from the servers or systems which run the Culteva Platform.
CULTEVA ANDROID CLIENT AND DEVICES
To access the Culteva Android Client you must have a Device that is able to connect to the Internet.
The Device must meet the requirements of a Compatible Android Device to access and use the Culteva Android Client.
Certain Devices and operating software may not work with the Culteva Android Client due to limitations or constraints specific to the Device or the software. We will not be responsible for your inability to access the Culteva Android Client due to limitations specific to your Device.
You, at your own cost, are responsible for obtaining and maintaining:
the Devices,
adequate and reliable Internet access from a suitable service provider; and
all telecommunication facilities, services, products and other equipment needed to access the Internet or to download the Culteva Android Client.
If the Device does not belong to you, you hereby confirm and promise that you have obtained permission from the owners of the Device to download or install the Culteva Android Client onto the relevant Device and to use the Culteva Android Client subject to these T&Cs. You and/or they may be charged by the relevant service provider for Internet access on the Device.
You accept responsibility in accordance with these T&Cs for the use of the Culteva Android Client on or in relation to any Device, whether or not it is owned by you. We are not responsible for any Internet access charges, service provider charges and Data usage charges. These charges must be paid by you or the owner of the Device.
If you modify or attempt to modify your Device in any way or use software that is designed to modify your Device, override, or disable any security features on your Device or its operating system, you acknowledge that you do so at your own risk. There are security features included in the Culteva Platform which are designed to operate with the Device according to the manufacturer's specifications. Modifying the Device or its operating system may also result in the Culteva Platform not working at all.
INTELLECTUAL PROPERTY RIGHTS
You acknowledge that:
all Intellectual Property Rights in the Culteva Platform, the Technology and any trade marks and content used and/or displayed in connection with the Culteva Platform anywhere in the world belong to us or our licensors and all rights not expressly granted are reserved; and
all rights in the Culteva Platform are granted to you on a non-exclusive, non-transferable and limit basis, and you have no rights in, or to the Culteva Platform or the Technology other than the right to use each of them in accordance with these T&Cs.
You may only download, view and print content when accessing and using the Culteva Platform. All the content, trade marks and Data in respect of the Culteva Platform, including but not limited to, the software, databases, text, graphics, icons, hyperlinks, private information, designs and agreements, are the property of or licensed to us and as such are protected from infringement by local and international legislation and treaties. Any unauthorised use, reproduction, modification and/or distribution of any of the material contained in the Culteva Platform is strictly prohibited and constitutes an unlawful infringement of our rights, including but not limited to our Intellectual Property rights.
You also acknowledge that you have no right to have access to the Culteva Platform in source-code form.
COLLECTION OF DATA
Device Information
By using the Culteva Platform, you consent to us collecting and using technical information about the Devices and related software, operating system version, unique device identifiers, mobile network information including your phone number, hardware model and peripherals for the Culteva Platform that are internet-based or wireless to provide the Culteva Platform to you.
Provar may associate your device identifiers or phone number with your Account.
Location information:
The Culteva Platform will make use of location Data that is sent to us by your use of the Culteva Platform. We use various technologies to determine your location, including IP addresses, GPS, and other sensors that may provide Provar with information on nearby devices, Wi-Fi access points and telecommunications towers. You can turn off this functionality at any time by turning off the location services settings for the Culteva Platform. If you use the Culteva Platform, you consent to us and our affiliates' and licensees' transmission, collection, maintenance, processing and use of your actual location Data and queries to provide and improve location-based products and services. You may withdraw this consent at any time by turning off the location services settings on the Culteva Platform.
Log information
By using the Culteva Platform or view content provided on the Culteva Platform, we automatically collect and store certain information in server logs, including, details of how you used the Culteva Platform, such as search queries, IP address, device event information such as crashes, system activity, hardware settings, browser type, browser language, date and time of requests and referral URL cookies that may uniquely identify your browser or your Account.
Unique application numbers
Certain services of Provar include a unique application number. This number and information about your installation, for example, the operating system type and application version number, may be sent to Provar when you install or uninstall that service or when that service periodically contacts our servers, such as for automatic Upgrades.
Local storage
We may collect and store information, including personal information, locally on your device using mechanisms such as browser web storage, including HTML5 and application data caches.
Cookies and similar technologies
We and our partners use various technologies to collect and store information when you visit the Culteva Platform, and this may include using cookies or similar technologies to identify your browser or Device.
PERSONAL INFORMATION AND PRIVACY
We recognize the importance of protecting your privacy in respect of personal information collected by us when you use the Culteva Platform.
By agreeing to these T&Cs you consent to us collecting and using your personal information for the purposes set out in the T&Cs. If you do not agree to the collection and use of personal information, please do not continue to use the Culteva Platform.
The manner in which we use your personal information is regulated in more detail as described in this clause 9. Throughout this clause the term "personal information" means information that can be associated with a specific person and can be used to identify that person, NOT information that has been made anonymous so that it does not identify a specific user.
What information is collected and why:
Personal and Contact Details: During the use of the Culteva Platform we collect your full name ("Personal Details"), as well as your e-mail address, physical address and mobile number ("Contact Details") and where applicable your login code or name and password ("Culteva Account Details"). You enter your Personal Details, Contact Details and Culteva Account Details into the Culteva Platform. We use your Personal Details, Contact Details and Culteva Account Details to manage and administer the Account and to fulfil our contractual obligations, including to make proper delivery of the Culteva Platform to you, verify your identity, and to inform you of developments pertaining to the Culteva Platform.
We will:
treat your personal information as strictly confidential;
take appropriate technical and organisational measures to ensure that your personal information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;
promptly notify you if we become aware of any unauthorised use, disclosure or processing of your personal information;
provide you with reasonable evidence of our compliance with our obligations under this policy on reasonable notice and request; and
upon your request, promptly return or destroy any and all of your personal information in our possession or control.
We will not retain your personal information longer than the period for which it was originally needed, unless we are required by law to do so, or you consent to us retaining such information for a longer period.
Sharing information with others: We may share your information, as described in clause 9.4.1, with the following persons:
law enforcement, government officials, fraud detection agencies or other third parties when (a) we are compelled to do so by a subpoena, court order or similar legal procedure; or (b) we need to do so to comply with any law; or (c) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of our T&Cs;
our service providers under contract who help with parts of our business operations, including but not limited to our delivery service providers, fraud prevention, marketing, and technology services. However, our contracts dictate that these service providers only use your information in connection with the services they perform for us and not for their own benefit; and
other third parties, but only with your consent or direction to do so.
How you can change or access your information: You may request access to the personal information which we collect from you, including to rectify the information, or object to its processing by sending an email to us at support@culteva.pro.
Non-personal information: Notwithstanding anything contained in this clause 9 (Personal Information and Privacy clause), the following information is not regarded as personal information for purposes of these T&Cs:
permanently de-identified information that does not relate and/or cannot be traced back to you specifically. We may compile, use, share and otherwise process such information as we deem fit;
non-personal statistical information collected and compiled by us. We own and retain all rights in such information, except where specifically provided for in the SaaS Agreement; and
information which you have provided voluntarily in an open, public environment or forum. Because the information has been disclosed in a public forum, it is no longer confidential and does not constitute personal information subject to protection under this clause 9 (Personal Information and Privacy clause). Since such public environments are accessible by third parties, it is possible that third parties may collect and collate and use such information for their own purposes and you should accordingly be careful when deciding to share any of your personal information in such public environments.
Protection and storage of information: We store your personal information on the servers of a third party and we control all such personal information.
We use computer safeguards such as firewalls and Data encryption, we enforce physical access controls to our buildings and files, and we authorise access to personal information only for those employees who require it to fulfil their job responsibilities.
We may, from time to time, transfer, store or host your personal information on servers outside of South Africa. We will at all times ensure that appropriate security safeguards are in place to secure and protect such personal information.
DISCLAIMER
Neither we nor any of our agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising from your use of the Culteva Platform or from the use or inability to use the Culteva Platform. Furthermore, we make no representations or warranties, implied or otherwise, that, amongst others, the operation of the Culteva Platform will be free from errors or omissions or that your use of the Culteva Platform will be 100% uninterrupted and error free.
We, our suppliers and contractors, assume no liability whatsoever for any direct or indirect loss or damage arising from electronic communications errors or failures, technical hardware and software failures, lost, unavailable or delayed network connections or failed or incomplete electronic transmissions which may limit an End-User's ability to use the Culteva Platform or any damage to an End-User's Device or such other platform resulting from downloading the Culteva Android Client or accessing the Culteva Web Client.
You further acknowledge and agree that you will not hold us liable if your network connection is slow and this impacts on the use of the Culteva Platform.
The Culteva Platform itself is supplied on an "as is" basis and has not been compiled or supplied to meet your individual requirements. It is your sole responsibility to satisfy yourself prior to accepting these T&Cs that the Culteva Platform will meet your individual requirements and be compatible with your hardware and/or software.
GENERAL
Governing Law and Jurisdiction: The Culteva Platform is controlled and operated from the Republic of South Africa and therefore governed by South African law and, subject to the 'Disputes' clause of these T&Cs, you submit to the non-exclusive jurisdiction of the South African courts.
Disputes: Save for urgent or interim relief which may be granted by a competent court, in the event of any dispute of any nature whatsoever arising between us on any matter provided for in, or arising out of these T&Cs, and not resolved through management, then such a dispute shall be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa.
Address for Notices: We choose as our address for all purposes under these T&Cs, whether in respect of court process, notice, or other documents or communication of whatsoever nature, the following address: 22 Walder Street, Paarl, South Africa, 7646 for attention: Iwan Labuschagne (the delivery of which copy shall be required in order for notice to be validly given).
Electronic Communications: When you use the Culteva Platform or communicate electronically with us, you consent to receiving communications from us electronically and agree that all agreements, notices, disclosures and other communications sent by us satisfy any legal requirements, including but not limited to the requirement that such communications should be "in writing".
Changes to T&Cs: We may, in our sole discretion, change these T&Cs or any part thereof at any time. It is your responsibility to ensure that you are satisfied with the amendments. Should you not be satisfied with the amendments, you must refrain from using the Culteva Platform.
Term and Termination: These T&Cs shall commence from the date on which they are published on the Culteva Platform and continue indefinitely, as amended by us from time to time (as described above), for so long as the Culteva Platform is operational, us being entitled to terminate these T&Cs and/or terminate our operation of the Culteva Platform at any time (subject to still processing and delivering any services then already placed and accepted by us).
Severability: All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. You and Provar declare that it is your intention that this Agreement would be executed without such unenforceable provision if you and Provar were aware of such unenforceability at the time of execution hereof.
Whole Agreement: This Agreement constitutes the whole of the agreement between you and Provar relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either you or Provar. This Agreement supersedes and replaces any and all agreements between you and Provar (and other persons, as may be applicable) and undertakings given to or on behalf of you and Provar (and other persons, as may be applicable) in relation to the subject matter hereof.
No Waiver or Suspension of Rights: No waiver, suspension or postponement by either you or Provar of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by you and Provar. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.
Contacting Us: If you have any questions about the Culteva Platform or these T&Cs or your dealings with us, you can contact us at support@culteva.pro.