API Service Terms & Conditions

1.1 Before using our API Services, please take a few minutes to carefully review the following:

1.2 In order to use API Services, you must enter into a Commercial Developer Agreement.

1.3 The Commercial Developer Agreement, these API Terms & Conditions and API Documentation together constitute a binding legal agreement between you and us regarding the use of our API Services. We refer to these collectively as this "Agreement".

1.4 If more than one Commercial Developer Agreement is in force, each Commercial Developer Agreement applies only to the API Services specified therein and does not affect other Commercial Developer Agreements or these API Terms & Conditions.

1.5 The following order of precedence will apply if there is any conflict or inconsistency in the Agreement, with document (i) prevailing over (ii) and (iii):

If more than one Commercial Developer Agreement is in force, this order of precedence will apply in relation to each Commercial Developer Agreement individually.

1.6 Defined terms (which we have capitalized) are defined throughout these API Terms & Conditions, or in section 4 (Defined Terms). The singular will include the plural and vice versa.

2.1 We are Syngenta Agro AG, a company duly organized and existing under the laws of Switzerland with registered seat at Schaffhauserstrasse 101, 4332 Stein, Switzerland and in these API Terms & Conditions, we use the terms "Syngenta", "we", "us" and "our" to refer to Syngenta Agro AG and our group companies.

3.1 Unless the context otherwise requires, in this Agreement, "you", "your" and "Developer" means the business entity ("Business") which has entered into the applicable Commercial Developer Agreement.

3.2 We do not offer our API Services to consumers. By using our API Services on behalf of your Business, you confirm that:

4.1 The following capitalised terms will have the following meanings:

5.1 In consideration of the Fees paid by the Developer, Syngenta grants to the Developer a non-exclusive licence ("API Licence") during the Subscription Term:

5.2 In relation to the scope of use of the API Licence set out in this section 5, the Developer will not (and will ensure End Users do not):

5.3 Except as expressly stated in this section 5, the Developer has no right (and will not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API.

5.4 Should the Developer use the API or API Data other than as specified in this section 5 without the prior written consent of Syngenta, Syngenta may, in its sole discretion:

6.1 If a Service Level Agreement applies, Syngenta will use reasonable endeavours to meet the stated Service Levels. Service Levels will be measured using Syngenta's standard monitoring tools unless the Service Level Agreement states otherwise.

6.2 Where a Service Level is not met, the Developer's sole and exclusive remedy is the service credits or other remedy (if any) expressly set out in the Service Levels Document. If the Service Level Agreement specifies no credits or remedies, then, to the extent that the Service provided has fallen below eighty per cent for a continuous period of at least thirty days, a service credit would be awarded, PROVIDED THAT the Developer submits a written claim to Syngenta with reasonable details within 30 days of the end of the continuous period of failure to meet the Service Level. Any credits will be applied against future invoices (or refunded if no further invoices are due). The maximum total service credit is 15% of the subscription Fees for the affected API Service. Service Credits are the sole and exclusive remedy for failure to meet the Service Levels.

6.3 Service Credits do not apply to downtime or failures caused by exclusions set out in the Service Level Agreement and are subject to section 18 (Limitation of Liability).

7.1 "Your Inputs" means the information and data which you, or your End Users, upload, input, transmit, store or otherwise make available through Cropwise Products via the API.

7.2 Cropwise Products may use Your Inputs and other types of data directly or indirectly available to Syngenta. Such data is processed, including through the use of extrapolation, combination with data and insights from other sources, the use of algorithms and statistical models developed by Syngenta or third parties or the use of artificial intelligence models in order to produce the Outputs.

7.3 "Outputs" means outputs which you, or your End Users, obtain via the API from Cropwise Products, including (for example and without limitation) weather forecasts, historic weather and farm data, satellite imagery, sensor data, agronomic decision support guidance, reports and recommendations.

7.4 The Outputs are intended:

7.5 The Outputs should not be relied upon by you or your End Users as the sole basis for making agronomic, business or commercial decisions.

7.6 Cropwise Products, including the Outputs, should not be used for any purpose for which they are not intended, as described within the Cropwise Product. In particular, you and your End Users undertake not to use Cropwise Products (and the capturing of personal data, device location or other location data enabled by Cropwise Products) for the purposes of monitoring the behavior or location of any person.

7.7 PLEASE NOTE THAT the Outputs provided by Cropwise Products are dependent upon some factors that we cannot control and therefore we cannot warrant that the Outputs are complete or free from errors:

• Algorithms: Agronomic decision support guidance is generated by highly complex algorithms which cannot represent every peculiarity of the individual case. We seek to constantly improve our approach to decision support. This is why it is essential that you and your End Users use your professional judgment as to the safety and suitability of any of the Outputs.
• Your Inputs: The quality, accuracy and timeliness of the data that you or your End Users input will affect the Outputs.
• Third party data: although we take reasonable care to ensure the quality and accuracy of third-party data, some third-party data is made available for use with limited or no warranties that the data is correct or error free.
• Third party APIs: With your consent, we may import data via APIs from third parties whose products or services you use. The third party's terms will govern our use of the third party's API and any data exchanged through it. Such use may be with limited or have no warranties that the data is correct or that use of the third party's API will be error free.
• Agricultural product data may not be fully up to date: we take reasonable care to ensure data on agricultural products (for example information on Syngenta's and third party's seed varieties, crop protection products and agricultural equipment) is up to date when we release a Cropwise Product. New or updated agricultural product data may be released from time to time but will only be incorporated into our Cropwise Products periodically when we release an update. Therefore, you and your End Users should not rely on Cropwise Products as being an authoritative and up to date source of agricultural product data.
• Real-world conditions: you and your End Users may not achieve the desired results predicted by Cropwise Products because real-world conditions such as the weather or soil are variable and may be different to the conditions under which algorithms and statistical models were developed.
• The weather: due to the nature of weather forecasting, forecasts provided by our weather forecasting partners will not be entirely accurate.
• Customizable profiles: The customizable profiles or settings which you or your End Users have specified within Cropwise Products, for example risk thresholds, may affect the Outputs.
• AI-generated Outputs: Outputs labelled as "Generated by Cropwise AI" or similar are created wholly or partly by automated artificial intelligence models and, as a result, may contain errors, omissions or biases. Therefore, you and your End Users should not rely on such Outputs as the sole basis for any agronomic, commercial or business decision.

7.8 PLEASE NOTE THAT Syngenta does not provide any guarantee that use of Cropwise Products will produce the desired agricultural or other results.

7.9 Cropwise Product information. Any information contained or referenced in Cropwise Products relating to Syngenta and its seed, crop protection and other products and services is provided to support and inform independent agronomic, commercial or business decisions. For additional information or queries about our seed varieties, crop protection products or services, please contact Syngenta directly.

7.10 All users of crop protection, seed or other products must read and follow the label accompanying that product and comply with all applicable laws and regulations in the user's country relating to the use of that product. Before using any product, the user is responsible for verifying that it is registered for use in that country.

7.11 In particular, you and your End Users are responsible for compliance with applicable law, inspecting fields and crops and exercising your own judgment in deciding whether to follow the agronomic decision support guidance, recommendations or other content within the Outputs, and for implementing agronomic practices in accordance with good agricultural practice, stewardship guidance and any applicable local laws and regulations.

7.12 You agree that you are liable to your End Users for any advice or service which you provide by using Cropwise Products or Outputs via the API. We draw your attention to sections 18 ("Disclaimer") and 18 ("Limitation of Liability") below.

8.1 Cropwise Products contain Trademarks and Contents which are proprietary to Syngenta or its licensors and which are protected by intellectual property and other rights and laws. Syngenta and its licensors retain exclusive ownership of Cropwise Products, their Contents and Trademarks. You may not reproduce, display or otherwise use any Trademark except as set out below.

8.2 Where you use Cropwise Products as part of a service you provide to your End Users, you must not:

8.3 Syngenta remains the sole owner or licensee of all intellectual property rights in Cropwise Products, including intellectual property rights in: (a) underlying software programs, systems, databases, tools, runtimes, graphics, icons and sound recordings; (b) Syngenta's trademarks, logos, logotypes and work titles; and (c) tables and graphics within the underlying software.

8.4 As between you and Syngenta, Syngenta and its licensors also retain all rights in the API, the API Data and any feedback from you about the API. You may display Syngenta trademarks solely to identify the use of the API or API Data within your Application, subject to any of Syngenta's brand usage guidelines communicated to you. All goodwill associated with use of Syngenta's trademarks accrues to Syngenta.

9.1 The Developer must obtain an API Key to use and access the API. The Developer may not share the API Key with any third party other than Authorised Users, must keep the API Key and all log-in information secure, and must use the API Key as the Developer's sole means of accessing the API. The API Key may be replaced at any time by Syngenta on notice to the Developer.

9.2 The Developer will:

9.3 The Developer is responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data.

9.4 Syngenta, or its representative, may physically or remotely monitor and audit the Developer's use of the API and the API Data to ensure compliance with the terms of this Agreement.

10.1 You represent and warrant that:

10.2 Compliance with Laws. When accessing or using Syngenta's API Services, the Developer must comply with all applicable laws. This includes all applicable economic sanctions, export controls, embargoes and trade restrictions that apply to the Developer, Syngenta or the API Services. The Developer must not access or use the API Services (or allow any third party to do so) in a way that would breach those laws, including (without limitation) by making the API Services available: (i) to, or for the benefit of, any person or entity that is subject to sanctions ("Sanctioned Person"); or (ii) in, or for use in, any country or territory subject to sanctions or embargoes ("Sanctioned Territory"). The Developer must obtain any required licences and authorisations.

10.3 If any breach of clause 10.2 occurs, the Developer will immediately notify Syngenta, who may suspend or terminate the API Services immediately.

10.4 The Developer will indemnify and hold harmless Syngenta (and its affiliates, directors, officers, employees and agents) from and against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal and professional fees) arising out of or in connection with: (a) any breach by the Developer (or its personnel, contractors or End Users) of the requirements of clause 10.2; and/or (b) any claim, investigation, enforcement action or proceeding by any authority relating to that breach. This indemnity is in addition to, and does not limit, any other rights or remedies Syngenta may have, and survives termination.

11.1 Changes to API Services: We reserve the right to change API Services (including features and other content and functionality) from time to time and will notify you of any changes that would significantly change the functionality of the API Services. In turn, this may necessitate making changes to this Agreement following the process set out below. Except to the extent expressly set out in this Agreement, Syngenta will not be liable to you for possible consequences of changes to the API Services or this Agreement.

11.2 Changes to any API, API Documentation, API Limits or Service Levels may be published in API Documentation and/or notified to you. We may deprecate or modify API endpoints, issue maintenance releases from time to time or update the API, API Documentation or these API Terms & Conditions to reflect improvements, security updates, legal or regulatory requirements, or changes to the API Services. You must update your Applications to remain compatible.

11.3 Amendments - Syngenta may amend this Agreement from time to time. Minor amendments that do not materially affect the rights or obligations of either party ("Minor Changes") may be made without your consent. Syngenta will notify you of any Minor Changes and, unless you object in writing within the period stated in the notice, such changes will be deemed accepted.

11.4 Any amendment that materially affects the rights or obligations of either party ("Non‑Minor Change") will require your written consent. Syngenta will provide at least thirty (30) days' prior written notice of any Non‑Minor Change. If you do not consent, you may terminate this Agreement before the effective date of the change by giving written notice. Upon termination, Syngenta will refund, on a pro‑rata basis, any Fees paid in advance for services beyond the termination date. If you do not consent and do not terminate, you must cease use of the API Services as of the effective date, and Syngenta may suspend or deny further access.

12.1 The Developer will pay the Fees set out in the Commercial Developer Agreement. All Fees are exclusive of VAT, sales tax or similar taxes.

12.2 If the Developer is required to make any deduction for or on account of tax from any payment due under this Agreement, ("Tax Deduction"):

12.3 If the Developer fails to make any payment due to Syngenta under this Agreement by the due date for payment, then, without limiting Syngenta's remedies under this Agreement, the Developer will pay interest on the overdue amount at the rate of 5% per annum above the base rate of Barclays Bank PLC from time to time from the due date until actual payment.

13.1 Each party must keep the other's confidential information private and use it only to carry out this Agreement, unless the information is already public, lawfully obtained from another source, or disclosure is required by law or a regulator. Syngenta's confidential information includes the API, API Data and underlying software code and API Keys. Syngenta's confidential information may be shared with third parties only if expressly allowed under the Release Purpose and subject to its restrictions.

13.2 Syngenta may publicly identify the Developer, including its name, trade names, and trademarks, as a user of the API and API Data in marketing materials and online. Syngenta will not disclose the Developer's confidential information in exercising the foregoing right. No other public announcements about this agreement may be made without the other party's written consent, unless required by law or a competent authority.

14.1 Cropwise Products may require Your Inputs (as defined in section 7.1). You hereby grant us a non-exclusive, worldwide, transferable, royalty-free, sub-licensable and perpetual right to use Your Inputs for the purposes of producing the Outputs and otherwise making possible your use of Cropwise Products, as well as for our use in improving our APIs, API Services and Cropwise Products, developing new products and any other legitimate purposes determined by us, subject always to the terms of this Agreement. As between you and Syngenta, you own Your Inputs.

14.2 Where you use Cropwise Products as part of a service you provide to your End Users, you acknowledge that it is your responsibility to obtain any rights, permissions or licenses from your End Users that are necessary to grant us the license set out in this section 14.

14.3 You acknowledge that Syngenta may also collect and process usage, diagnostic and telemetry data interaction with the API and Cropwise products (for example, call meta data, performance metrics and error logs) as a data controller for the purposes of operating, securing, improving and commercialising the API and Cropwise products in accordance with our Cropwise Open Privacy Notice. You will ensure that appropriate notices are provided to and any required consents obtained from your End Users in respect of such processing.

15.1 To the extent that Your Inputs include personal data, we will only use such personal data in accordance with our Cropwise Open Privacy Notice. Notwithstanding the foregoing, you acknowledge that we may aggregate or otherwise anonymize any personal data comprised in Your Inputs so that they no longer constitute personal data ("Anonymized Data"), and that our use of Anonymized Data is not constrained by our Cropwise Open Privacy Notice.

16.1 You understand that any personal data comprised in Your Inputs that we use in order to produce the Outputs is processed by us as a data processor, on behalf of you (as the relevant Business) as the data controller. With respect to any such personal data, we will, as a data processor, comply with the provisions of Article 28(3) of the General Data Protection Regulation ("GDPR"), which are hereby incorporated by reference into this Agreement. For the purposes of Article 28(2) of the GDPR, we will be generally authorized to appoint sub-processors, provided those appointments comply with the provisions of Article 28(4) of the GDPR. For the purposes of Article 28(3)(h) of the GDPR, you acknowledge that your right to an audit or inspection will in the first instance be satisfied by sight of an internal audit report. Where such a report does not address your concerns, you will, at your own expense, have the right to conduct no more than one audit (by yourself or a mandated auditor) per calendar year.

16.2 You further understand that the above obligations apply only in respect of personal data that we process on your behalf as a processor, and not to personal data that we process for our own purposes as a data controller. Please refer to our Cropwise Open Privacy Notice for more information about our processing of personal data as a data controller.

16.3 Where you use Cropwise Products as part of a service you provide to your End Users, you must ensure that each End User, as well as each data subject associated with an End User whose personal data is provided to us, has been directed to our Cropwise Open Privacy Notice.

16.4 As a data controller, you acknowledge that you are responsible for ensuring the lawfulness of the processing of personal data, which includes an obligation to provide a data privacy notice to data subjects whose personal data is processed in the context of producing the Outputs.

17.1 We warrant that, when used properly and in accordance with this Agreement and any other instructions issued alongside or as part of Cropwise Products, Cropwise Products will substantially function in accordance with this Agreement. Where you use Cropwise Products as part of a service you provide to your End Users, you acknowledge that this warranty is provided to your Business only and may not be relied upon by any End User.

18.1 Cropwise Products and their Contents are provided on an "as is", "as available" basis.

18.2 We do not guarantee that Cropwise Products will always be available. We will inform you in advance of planned shut-downs. We will try to minimise disruption and unplanned shut-downs. In such cases, a proportional refund of your Fees may be considered, which will be reviewed on a case-by-case basis.

18.3 To the fullest extent permitted under applicable law, and other than as expressly set out in this Agreement, Syngenta and our respective service providers and licensors disclaim all representations and warranties of any kind which Syngenta may have previously stated, including: (a) all warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to Cropwise Products and their Contents; (b) all warranties relating to delays, interruptions, errors, or omissions in the operation of Cropwise Products or any part of Cropwise Products; (c) all warranties relating to the transmission or delivery of Cropwise Products or their availability at any particular time or location; (d) all warranties that Your Inputs will be available - you must keep copies of these and not rely on our Cropwise Products as a primary means of storing them; (e) all warranties relating to the security of Cropwise Products or that the Contents are free of viruses, worms or other code that may manifest contaminating or destructive properties; and (f) all warranties relating to the use, validity, accuracy, currency, completeness, suitability, reliability and availability of Cropwise Products and the Contents.

18.4 Our Cropwise Products may contain hyperlinks to web sites that are not operated by us or other Syngenta group companies. These hyperlinks are provided for your reference and convenience only, and do not imply any endorsement of the material on these third-party web sites or any association with their operators. Syngenta does not control these web sites and is not responsible for their contents. You access and use these web sites solely at your own risk.

18.5 Our Cropwise Products may have integrated third party APIs, which are provided "as is" and "as available". Syngenta hereby expressly disclaims any express or implied warranties or representations including those set out above.

19.1 Your use of the API Services, API Data, Cropwise Products and their Contents is at your sole risk. To the fullest extent permitted by applicable law, Syngenta and our respective service providers and licensors will not be liable to you (whether in contract, negligence, tort, strict liability, breach of statutory duty or otherwise) for any losses or damages arising out of or in connection with: (a) your access to, use of, or inability to use, the API Services, API Data Cropwise Products or their Contents or for your reliance thereon; (b) for possible errors or omissions in the API Data or Contents; or (c) the account information which you provide to us being incorrect, incomplete or out of date. This exclusion of liability applies to all losses and damages of any kind, whether direct or indirect, including without limitation, interruption of business, loss of or damage to data, crops or goodwill, and loss of revenue or profits even if Syngenta knew or should have known of the possibility of such loss.

19.2 Other than the losses set out above (for which we are not liable), the aggregate liability of Syngenta and our respective service providers and licensors will not exceed the greater of (i) a sum equivalent to the Fees payable under the Commercial Developer Agreement during the Subcription Term in which the event giving rise to the liability arises; or (ii) one hundred Euros (€100.00).

19.3 Where you provide services to your End Users, you expressly acknowledge that: (i) you and your End Users are jointly and severally liable to us for the acts and omissions of your End Users (including any representatives of your End Users who use API Data or Cropwise Products); and (ii) Syngenta will have no liability to your End Users for any breach by us or you of this Agreement. We advise you to put in place a robust agreement with each End User that covers, as a minimum, the subject matter of this Agreement.

19.4 Nothing in this Agreement will exclude or limit our liability for: (i) fraud or fraudulent misrepresentation by us; (ii) death or personal injury caused by our negligence; or (iii) any other liability for which we cannot exclude or limit or liability under applicable law.

20.1 To the extent the API Services constitute a data processing service within the scope of the EU Data Act (Regulation (EU) 2023/2854), the Developer may terminate the API Services at any time for the purpose of switching to another service, with effect upon completion of the applicable switching period, and Syngenta will provide switching assistance as required by law. Syngenta will not impose any fees, charges or contractual conditions in connection with termination or switching except to the extent expressly permitted by applicable law. Any notice periods applicable to termination or switching will not exceed those permitted by applicable law and will not prevent or unduly delay switching.

20.2 If you are located in the EU and use our connected products or digital services, you may have rights to access and share certain readily available data as well as the relevant metadata (whether non-personal or personal data) generated automatically through your use of our products or related services, in accordance with the EU Data Act (Regulation (EU) 2023/2854). These rights include the ability to access data and direct us to share it with third parties of your choice. For more information, please contact us at cwopenplatform.support@syngenta.com.

20.3 Without affecting any other right or remedy available to it, Syngenta may terminate this Agreement with immediate effect by giving written notice to the Developer if the Developer:

"Insolvency Event" means the Developer is unable or unwilling to pay its debts, admits financial inability, enters any insolvency, restructuring, or creditor arrangement, has a receiver, administrator, liquidator, or similar official appointed over it or its significant assets, is dissolved, wound up, bankrupt, or experiences any similar event under applicable law.

20.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

20.5 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement will remain in full force and effect.

20.6 Termination or expiry of this Agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

20.7 On termination for any reason:

21.1 This Agreement constitutes the entire agreement between the parties. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty that is not set out in this Agreement.

21.2 All notices in connection with this Agreement must be given by registered post to the party's office address set out in the Commercial Developer Agreement with a copy by electronic media to the Developer's Syngenta contact set out in the Commercial Developer Agreement. The notice is deemed given on the earlier of the day of delivery of the hard copy by registered post and the day the electronic copy is received by the recipient's email server in legible form.

21.3 Any purported assignment of this Agreement in whole or in part by either party to a third party will be void unless approved in writing by the other party, provided, however, that Syngenta is entitled to assign this Agreement to another legal entity of the Syngenta group.

22.1 This Agreement will be governed by the laws of the country in which the Syngenta legal entity that you have entered into the Commercial Developer Agreement with has its registered seat, without regard to conflict of law principles.

22.2 The ordinary courts at the place of Syngenta's registered seat will have exclusive jurisdiction for any claims relating to this Agreement.