Legal

1. Definitions

   1. “AgriWiz™” means the software program to be used by the User, as amended or updated by the Licensor from time to time, and of which the key elements are contained in the User Manual.
   2. “Applicable Privacy Laws” mean any statute, act, order, rule, ordinance, law, decision, code, legislation or regulation applicable to this agreement and/or to the protection and processing of personal information and data of the User.
   3. “Device” means the computer device utilised by the User.
   4. “Documentation” means the User Manual and any Recommendation provided to the User by AgriWiz™.
   5. “Intellectual Property Rights” mean all present and future intellectual property rights in connection with AgriWiz™, the Documentation and any other rights which may in the future be based thereon.
   6. “Licence Fee” means the charge payable by the User to cover the use of AgriWiz™ and the Documentation.
   7. “Licensor” means AgriWiz™ Limited, Registration Number 175090.
   8. “User” means the person or entity licensed to use AgriWiz™ and the Documentation.
   9. “User Manual” means the manual containing all essential information for the User to make full use of AgriWiz™, and includes a description of the program, system functions, capabilities, and step-by-step procedures for access and use.
   10. “Recommendation” means the report issued to the User that recommends best practices in respect of irrigation and fertigation with the goal of improved yield and profitability for the User.

2. Scope

   1. This agreement sets out the basis upon which the Licensor licences the User to use AgriWiz™ and the Documentation. Such use is subject to the User’s compliance with the terms and conditions set out herein.

3. Introduction to AgriWiz™

   1. AgriWiz™ is an agricultural database that converts measurable and modulated agricultural-related data to provide the User with a Recommendation.
   2. The data utilised by AgriWiz™ to provide the Recommendation is collected from the User, from probes, and third-party providers.
   3. As a result, the functionality of AgriWiz™ and the Documentation is entirely dependent on:
      1. The User providing the Licensor with accurate and correct information and data.
      2. The correct use, interpretation, and application by the User, and reviewed by a suitably qualified and experienced specialist.

4. Licence to Use

   1. Subject to the User’s compliance with this agreement, the User is hereby granted a non-exclusive, non-transferable licence to use AgriWiz™ and the Documentation on the Device.
   2. The User is responsible for the correct use, maintenance, regular security, and integrity of the Device. The Licensor takes no responsibility for the effects of misuse or malfunctioning of the Device or misuse by the User.
   3. The User acknowledges that it is only licensed to use AgriWiz™ and the Documentation in accordance with the express terms of this agreement and not further or otherwise.

5. Fees and Payment

   1. The User shall pay to the Licensor the Licence Fee on the due date.
   2. All fees and other charges are given exclusive of any value-added tax imposed by law, which shall be added thereto and paid by the User at the rate and in the manner prescribed.
   3. Payments shall be made by electronic funds transfer and free of bank charges. The User shall not have access to AgriWiz™ or the Documentation until payment has been made in full.

6. Intellectual Property Rights

   The User acknowledges that all Intellectual Property Rights used or embodied in or in connection with AgriWiz™ and the Documentation are and will remain the sole property of the Licensor.

7. The User’s Obligations

   The User agrees to:

   1. Keep the Documentation and its knowledge of the operation or design of AgriWiz™ confidential.
   2. Study the User Manual and only select suitable staff to use AgriWiz™.
   3. Allow the technical staff of the Licensor or any authorised representative access to the Device if necessary.
   4. Manage permission rights for all other users that have access to the User’s account.
   5. Institute any new releases or error fixes of AgriWiz™ in line with the Licensor’s instructions.
   6. Report all potential malfunctions in writing using the report forms provided by the Licensor in the User Manual.

8. Licensor’s Obligations

   1. The Licensor agrees to support AgriWiz™ on a reasonable endeavors basis during the currency of this agreement.
   2. The Licensor will provide telephone support for AgriWiz™ during working hours and respond to email requests promptly.
   3. The Licensor may provide updates and releases. The User must install these updates as instructed.

User Data Privacy and Processing

1. The User agrees that AgriWiz™ will retain and process personal information for operating and upgrading AgriWiz™ as well as generating recommendations.
2. The User consents to the processing of their personal data in accordance with Applicable Privacy Laws.
3. Processing of personal information will be for lawful purposes only and in compliance with privacy laws.
4. The User has the right to access, rectify, and delete their personal data by contacting AgriWiz™’s data protection officer at support@agriwiz.mu .
5. AgriWiz™ is not liable for any loss or corruption of personal information and data.

User Consent and Communication

1. The User consents to the collection and processing of agricultural data upon accepting this agreement.
2. AgriWiz™ commits to informing the User if additional processing activities are introduced.
3. The User can withdraw consent where applicable.

Data Storage, Security, and Retention

1. AgriWiz™ will take reasonable measures to protect data from unauthorized access, loss, and misuse.
2. Data will be stored as long as necessary for the effective operation of AgriWiz™.
3. Unnecessary personal data will be deleted, and anonymized data may be retained for analysis.
4. Users can request data deletion by contacting the data protection officer.

Third-Party Sharing and Processing

1. AgriWiz™ will share personal data with third parties only when necessary for service improvement and analysis.
2. Third-party processors must comply with data security requirements under Applicable Privacy Laws.
3. The User can request details of third-party providers with access to their data and may opt out where feasible.

Data Breach Notification

In the event of a data breach, AgriWiz™ will promptly inform the User and take appropriate steps to mitigate the impact.

Cross-Border Data Transfer

1. AgriWiz™ uses international servers for data storage and processing.
2. Data transferred across borders will be encrypted and handled in compliance with privacy laws.

Data Protection Officer

The AgriWiz™ Data Protection Officer ensures compliance with data protection obligations and can be contacted at support@agriwiz.mu .

Warranties

The User warrants that:

1. They have read and understood the User Manual.
2. They are responsible for training staff to operate AgriWiz™ and implement recommendations correctly.
3. All personal data provided is correct and up-to-date.

The Licensor provides AgriWiz™ and its services on an “as is” basis and does not guarantee error-free operation or conformity to specific requirements.

Liability

1. The Licensor warrants that AgriWiz™ will generally conform to its specifications as described in the documentation but does not guarantee it is free from defects.
2. The Licensor is not liable for any direct, incidental, or consequential loss resulting from the use of AgriWiz™.

Term and Termination

1. This agreement endures until the end of the last paid-for season.
2. The Licensor may terminate the agreement if the User:
   1. Breaches any term of this agreement.
   2. Fails to pay the Licence Fee.
   3. Jeopardizes the Licensor’s rights in AgriWiz™ or its documentation.

Whole Agreement

This agreement constitutes the entire agreement between the Licensor and the User and supersedes all prior communications.

Amendment

Any amendments must be in writing, referenced hereto, and signed by both parties.

Governing Law

Mauritian law governs this agreement, and Mauritian courts have exclusive jurisdiction over disputes.