Nutrien Ag Solutions Limited (ABN 73 008 743 217)
Updated: September 2023
Welcome to the Nutrien Ag Solutions websites and/or mobile apps and online platforms or services operated or provided by Nutrien Ag Solutions including payment facilities provided, managed or operated by Third Party Processors engaged by Nutrien Ag Solutions(collectively “online services”).
Access to online services is available to current and prospective customers of Nutrien Ag Solutions and their associated parties.
Account means the online services user account established by you in accordance with clause 6;
Associated Entities has the meaning given to that term in the Corporations Act 2001 (Cth);
Content means the information made available to you through the online services and/or a service;
Customer means the applicant, being the legal entity, under the relevant Trading Account application;
Data has the meaning set out in clause 14.1;
Nutrien Ag Solutions means Nutrien Ag Solutions Limited (ABN 73 008 743 217), the primary operating company of the Nutrien Ag Solutions Group and its Associated Entities;
Nutrien Ag Solutions Group means Nutrien Ag Solutions’ parent company, Nutrien Inc (TSX:NTR, NYSE:NTR) and its Associated Entities;
Material means Data, text, illustrations, photos, audio, video, any combination of these or other material;
Non-secured Areas means all areas of the online services other than the Secure Areas;
Secure Areas means any areas of the online services to which access is authenticated;
Trading Account means the Customer’s trading account with Nutrien Ag Solutions; and
3. BASIS OF PROVISION
3.1 The online services rely in part on factors outside Nutrien Ag Solutions’ control and Nutrien Ag Solutions does not provide any guarantee that the online services are fault-free.
3.2 Without liability to you, Nutrien Ag Solutions may at any time and without notice to you:
3.2.1 shut down or suspend all or part of the online services or disconnect or deny you access to all or part of the online services; and
3.2.2 make improvements and/or changes to the online services or the Content.
4. PERSONAL INFORMATION YOU PROVIDE
4.1 Where you provide personal information to Nutrien Ag Solutions electronically through the online services, you must provide accurate, complete and current information. You agree to update this information to maintain its accuracy, completeness and currency.
5. YOUR OBLIGATIONS
5.1 In using the online services, you agree:
5.1.1 to maintain the confidentiality of all your online services identification and log-in information;
5.1.2 that you are responsible for any disclosure or loss of any online services identification or log-in information;
5.1.3 to notify Nutrien Ag Solutions immediately if you lose your online services identification or log-in information;
5.1.4 to comply with all directions of Nutrien Ag Solutions relating to the use of the online services;
5.1.5 that you are responsible and liable for all activities that occur on or using any online services account you open, whether or not such activities are initiated by you, your authorised users or by any other party to whom you may have provided access, or by anyone else who may have gained access to your online services account;
5.1.6 that you will immediately notify Nutrien Ag Solutions of any unauthorised use of the online services account or other breach of security of which you are aware or of any suspicion of unauthorised use of the online services account;
5.1.7 that the Content is valuable information and belongs exclusively to the originator of that content which could be Nutrien Ag Solutions, an individual or a third party;
5.1.8 not to alter the Content or develop any derivative works from the online services accessible to you; and
5.1.9 that any electronic communications or other means used in accessing or undertaking any transactions with Nutrien Ag Solutions, electronic transactions that bear your name or part of it or in respect of which you (or a person that you have authorised or has access to your online services account) has clicked ‘I Agree’ or ‘I Accept’ on the signing page, ordering or authorisation screen constitute your signature, acceptance and agreement to those transactions and underlying terms and conditions as if actually signed by you in writing, even if the transaction or communication is undertaken by you, or a person that you have authorised or has access to your online services account.
6. USING THE ONLINE SERVICES
6.1 To access the online services, you will be required to register and create a user account.
6.2 If you have created an Account, you will be required to create a user ID for each individual you have authorised to access your Account. A user ID identifies and associates a user with the Account and is required before the user can use the online services.
6.4 You are responsible for ensuring that only persons or entities that have been properly authorised by you have access to the online services.
6.5 Some part of the online services may be provided by third parties and are subject to the terms and conditions of those third parties (“Third Party Terms”). By using such online services, you agree that your relationship with such third party shall be governed by the applicable Third Party Terms.
6.6 The online services work best with modern web browsers. Some features are also only available on mobile device applications and browsers. An active internet connection is required for access. A valid email address is required to register and for receiving communications and reports.
6.7 You agree that the online services may include certain communications from Nutrien Ag Solutions such as service announcements and/or administrative messages and that these communications are considered part of the online services.
7. WHAT YOU MUST NOT DO
7.1 In using the online services, you agree that you must not, whether directly or indirectly:
7.1.1 carry out activities, or post or transmit any information or Material, which infringes or may infringe a third party’s rights, are contrary to any relevant standards or codes or breach any laws or regulations;
7.1.2 interfere with another individual’s or entity’s use and enjoyment of the online services or similar services;
7.1.3 conduct or send surveys, contests, pyramid schemes, chain letters, junk email, spamming or other duplicative or unsolicited messages (whether commercial or otherwise);
7.1.4 defame, harass, stalk or threaten any person;
7.1.5 publish or distribute any defamatory, obscene, indecent or unlawful Material or information that could otherwise give rise to civil or criminal proceedings;
7.1.6 use the online services to advertise or offer to sell or buy any goods or services other than in the manner provided by Nutrien Ag Solutions;
7.1.7 collect information about others, including email addresses;
7.1.8 create a false identity for the purpose of misleading others as to the identity of the sender or the origin of any message;
7.1.9 transmit or upload any computer programs or other Material in breach of any intellectual property laws, rights of privacy or any other applicable laws;
7.1.10 interfere with or disrupt networks connected to the online services or violate the regulations, policies or procedures of such networks; or
7.1.11 attempt to gain unauthorised access to the online services, other accounts, computer systems or other networks connected to the online services, through password mining or any other means. This includes, without limitation:
18.104.22.168 attempting to access information or data for which the user has no authorisation;
22.214.171.124 attempting any breach of system or network security;
126.96.36.199 attempting to introduce a virus to Nutrien Ag Solutions’ computer system or network;
188.8.131.52 sending unsolicited e-mails through Nutrien Ag Solutions’ computer system or network.
7.2 Any violations of the online services or any Nutrien Ag Solutions system or network security may result in civil or criminal liability.
8. NUTRIEN AG SOLUTIONS MAY MONITOR THE ONLINE SERVICES
10. PERSONAL RIGHT
Unless otherwise agreed by Nutrien Ag Solutions, your right to use any of the online services that require authentication is personal to you. You cannot give this personal right to someone else and you must not allow any other person to access or use the relevant online service using your password or any other methods of user authentication.
11. ONLINE SERVICES ARE PROTECTED BY INTELLECTUAL PROPERTY LAWS
11.2 You acknowledge that:
11.2.1 You must not use any copyright material or trademarks referred to above except in the manner described below.
11.2.2 You may:
184.108.40.206 make temporary copies to the extent necessary to browse the online services on screen; and
220.127.116.11 unless otherwise stated, download or print a single copy of such copyright material and/or trademarks for personal, private or research use provided that, in doing so, you must not make any alterations to the copyright material or trademarks (including to any applicable copyright or trademark notice or disclaimer).
12. LINKS ARE NOT ENDORSEMENTS
12.1 Any links or frames connecting the online services with other websites or third-party applications or services are for convenience only and do not mean that Nutrien Ag Solutions endorses or approves those responsible for those other websites applications or services or the information accessible from them.
12.2 Any links to or frames of the online services are permitted, but Nutrien Ag Solutions reserves the right to prevent linking or framing immediately by giving notice.
13.2 Nutrien Ag Solutions has a number of security practices in place to protect the personal information of users of the online services. Nutrien Ag Solutions agrees to use industry recognised encryption algorithms and encryption strengths consistent with the classification and sensitivity of information received from users of the online services and any transaction instructions.
13.3 When accessing Secure Areas, you should use secure passwords that:
13.3.1 cannot be easily guessed;
13.3.2 are not in written form; and
13.3.3 are not disclosed to any third party.
13.4 Where you have registered for a function or service accessible via the online services which is password controlled, you should note that Nutrien Ag Solutions employees and agents will never contact you requesting your password. If you are contacted by an individual asking for your password, please notify Nutrien Ag Solutions at email@example.com of the request. Do not disclose your password to anyone.
13.5 In Non-secure Areas, any information supplied by you to Nutrien Ag Solutions will not be in an encrypted form, and you should be aware that there is a risk that a third party may attempt to intercept and/or read the information that you supply. Nutrien Ag Solutions will take all reasonable steps available to it to ensure the security of your information but accepts no responsibility for any loss or damage to you as a result of such interception.
13.6 Nutrien Ag Solutions and other third-party developers use reasonable means to protect the security of the online services, but you acknowledge that perfect security on the internet is impossible and you accept the risk that:
13.6.1 transmissions to or from the online services may be intercepted, used and modified by third parties; and
13.6.2 Material obtained from or through the online services may contain computer viruses and other defects.
13.7 To ensure your security you should always take your own precautions which include running reputable antivirus software on your computer.
14. CONTRIBUTING MATERIAL
14.1 You may upload or input, or permit your authorised users, Nutrien Ag Solutions or a third party, to upload or input certain data and your Materials onto the online services with respect to your Account or a project, your enterprise, a farm and/or land for or on your behalf including but not limited to: (a) data related to fuel use, location and field activity (“Machine Data”); (b) field boundaries, conservation and water rights and allocations (including purchase and sale), use, irrigation practices, weather, soil, tillage and agronomic reports, practices and insights, geospatial and environmental data, habitats, protected species and vegetation data (“Land Data”); (c) variety of seeds and other horticultural species planted, seeding rate, cultivation and pollination practices, disease and pest management practices, fertiliser and crop nutrition, rotation and farm practices, crop yield, crop loss, carbon, sustainability, biosecurity and other agronomy-related data (“Agronomic Data”); (d) business operations practices, financial and tax related information, transactional data for business inputs and outputs, productivity data, animal health and nutrition data, practices and insights, supply chain, transport, storage, pricing and market data, practices and insights and other reporting data; and all other data used to analyse business performance and to determine whether strategies should be adopted or adjusted (“Farm Management Data”), that is uploaded, inputted, transmitted, imported or stored by you or on your behalf using the online services including via third-party applications, collectively, referred to herein as “Data.”
14.4 You warrant and agree that:
14.4.1 you have the right to grant the abovementioned licences and rights;
14.4.2 you have all of the necessary rights, including copyright, in your Data you upload, contribute or otherwise publish using the online services and that your content is not defamatory and that it does not infringe any law or third party intellectual property rights; and
14.4.3 the Material does not breach the Conditions.
14.5 You agree that Nutrien Ag Solutions can use your Data in any way, now and in the future to provide services and goods to you including any marketing and promotional activities.
14.6 Nutrien Ag Solutions reserves the right to review, modify, reject or remove any of your Data that, in Nutrien Ag Solutions’ opinion, violates the Conditions or otherwise has the potential to harm, endanger or violate the rights of any person.
14.7 Nutrien Ag Solutions may combine your Data with the data from other users of the online services and create anonymised, aggregated data for the purposes of providing goods and services, including without limitation enhanced online services or third-party services for you, other users or other third-parties, including for such secondary purposes such as research, development and training. To the extent any such non-personally identifiable data or information is collected or generated by Nutrien Ag Solutions, the data and information will be solely owned by Nutrien Ag Solutions and may be used by Nutrien Ag Solutions for any lawful business purposes.
14.8 If you want to remove or export your Material, Nutrien Ag Solutions will provide the raw Data to you upon receiving a written request. The Material will be provided in a common electronic form as determined by Nutrien Ag Solutions. You will have no right to export processed data, anonymised data or data that Nutrien Ag Solutions has merged with other data or with which Nutrien Ag Solutions has created reports.
14.9 Nutrien Ag Solutions is not responsible for, and accepts no liability with respect to, any information, data or Material uploaded, posted, transmitted or otherwise made available on the online services by any person other than Nutrien Ag Solutions. Furthermore, Nutrien Ag Solutions does not endorse any opinion, advice or statement made by any person other than Nutrien Ag Solutions.
14.11 Nutrien Ag Solutions encourages you to let us know how we are doing or how you feel about the online services by providing feedback or suggestions (“Feedback”). Because Nutrien Ag Solutions may use your Feedback to improve the online services, you should not submit any information or ideas that you consider to be confidential or proprietary. You hereby assign to Nutrien Ag Solutions all rights in any Feedback and agree that Nutrien Ag Solutions may use your Feedback for any purpose without restriction.
15. DISCLAIMER AND LIMITATION OF LIABILITY
15.2 UNLESS OTHERWISE EXPRESSED FOR A PARTICULAR ITEM OF INFORMATION OR ADVICE, THE ONLINE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL, AGRICULTURAL, OR OTHER PROFESSIONAL ADVICE AND SUCH SERVICES ARE PROVIDED FOR INFORMATIONAL PURPOSES AND GENERAL GUIDANCE ONLY. RELIANCE ON ANY ONLINE SERVICES, CONTENT, OR YOUR DATA APPEARING ON THE ONLINE SERVICES IS TO BE USED SOLELY AT YOUR OWN RISK INCLUDING
(A) YOUR DATA UPLOADED TO OR MADE AVAILABLE ON THE ONLINE SERVICES AND (B) ANY CONTENT YOU DOWNLOAD. IF YOU PROVIDE THIRD PARTIES ACCESS TO YOUR DATA, YOU ARE SOLELY RESPONSIBLE FOR ANY USE OR DISCLOSURE OF YOUR DATA BY THOSE THIRD PARTIES. SIMILARLY, IF YOU USE THE ONLINE SERVICES, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF ANY DATA INCLUDING DATA.
15.4 EXCEPT WHERE PROHIBITED BY LAW, NEITHER NUTRIEN AG SOLUTION NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS WILL BE LIABLE FOR (A) ANY CLAIM BY ANY THIRD PARTY OR (B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, NON-ECONOMIC, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF ACCESS TO OR USE OF THE ONLINE SERVICES, EVEN IF NUTRIEN AG SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OF, DAMAGE TO, OR ALTERATION TO YOUR DATA, CROPS, YIELD, OPPORTUNITIES, REVENUES, PROFITS, REPUTATION, OR COSTS OR LIABILITIES ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE SERVICES, PRODUCTS, OR DUE TO BUSINESS INTERRUPTION. IN JURISDICTIONS WHERE THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15.5 Where a term is implied by law and that law prohibits provisions in a contract excluding or modifying liability under that term, then Nutrien Ag Solutions agrees to observe and adhere to that term. However, Nutrien Ag Solutions’ liability for breach of such term will be limited, at Nutrien Ag Solutions’ option, to one or more of the following:
15.5.1 in relation to goods:
18.104.22.168 the replacement of the goods or the supply of equivalent goods;
22.214.171.124 the repair of such goods;
126.96.36.199 the payment of the cost of replacing the goods or acquiring equivalent goods; or
188.8.131.52 the payment of the cost of having the goods repaired; and
15.5.2 in relation to services:
184.108.40.206 the supply of the services again; or
220.127.116.11 the payment of the cost of having the services supplied again.
16.2 Notice will be deemed given 24 hours after sending via e-mail or posting on the online service. If Nutrien Ag Solutions sends a notice to an e-mail address you have provided us, and it is invalid, incorrect, out of date, blocked by your service provider, or if you are otherwise unable to receive the email, then (a) Nutrien Ag Solutions will be deemed to have provided the notice to you 24 hours after sending, and (b) Nutrien Ag Solutions may deem your Account to be inactive and suspend your access to the online services.
17. PAYMENT FACILITY
17.1 We may engage third-party payments processing service providers, (Third Party Processor) to facilitate and provide an online gateway (Payment Facility) for you to pay your Nutrien Ag Solutions invoices and charges.
17.2 Each time you submit a payment request using the Payment Facility, you authorise and instruct the Third Party Processor and us to arrange for a payment to be debited from your nominated bank account or credit/debit card (Bank Account) in accordance with your instructions and subject to the terms and conditions for the Payment Facility and those ofthe Third Party Processoridentified on the Payment Facility site.
17.3 By using the Payment Facility you agreethat it is your responsibility to ensure that:
17.3.1 sufficient funds are available in your Bank Account to meet the submitted payment request.You may incur a charge if there are insufficient funds to satisfy the request;
17.3.2 you are the person with the authority as per the Bank Account signing instruction held by the relevant financial institution;
17.3.3 suitable arrangements are made to effectthe payment to us if the submitted payment request is dishonoured, cancelled or terminatedby you;by your financial Institution; orfor any other reason.
17.4 The Bank Account details submitted pursuant to a submitted payment request are not retained by Nutrien Ag Solutions and we cannot monitor, see or access such details submitted by you via the Payment Facility.
19. FORCE MAJEURE
Nutrien Ag Solutions shall not be liable for any damages due to a failure, default, or delay in performance of the online services or loss of data for any cause beyond its reasonable control, including without limitation, fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications or transportation, power outages, governmental action or inaction, labor unrest, epidemics, terrorism, malicious interference, and failure of any information services shown to be a critical component of the online services.
20. SECURITY EMERGENCIES
If Nutrien Ag Solutions reasonably determines that the security of all or part of the online services or its infrastructure may be compromised due to hacking attempts, denial of service attacks or other malicious activities, Nutrien Ag Solutions may temporarily suspend the online services. Nutrien Ag Solutions has no obligation to provide prior notice of any suspension or other action taken for security reasons
25. APPLICABLE LAW