Terms of Use

Customer Portal

 

These Terms of Use govern the relationship between Corbion and Data Recipient pertaining to the use of the Customer Portal and Product Data.

 

Table of Content:

1. Definitions

2. General Provisions

3. Access to and Use of Customer Portal

4. License Grant Product Data

5. Disclaimer of Warranties

6. Limitation of Liability

7. Indemnity

8. Intellectual Property and Confidentiality

9. Suspension and Termination

10. Miscellaneous

11. Governing Law and Jurisdiction

 

 

1.    Definitions

 

In these Terms of Use, capitalised terms have the following meaning:

  • “Affiliate” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.
  • “Corbion” means Corbion N.V. a public company with limited liability with registered office at Piet Heinkade 127, 1019GM, Amsterdam, The Netherlands.
  • “Corbion Products” means products purchased by Data Recipient from Corbion or its Affiliates (or from a Distributor) from time to time.
  • “Customer” means a Data Recipient that purchases certain Corbion Products for its own use.
  • “Customer Portal” means Corbion's online self-service platform for Product Data, as operated by Corbion from time to time and as made available via https://customerportal.corbion.com/.
  • “Data Recipient” means the legal entity agreeing to these Terms of Use.
  • “Distributor” means a Data Recipient that purchases certain Corbion Products for resale to end users.
  • “Eligible Product Data” means
    1. Product Data pertaining to the Corbion Products purchased by Data Recipient, if Data Recipient is a Customer; and
    2. Product Data pertaining to the Corbion Products purchased by Distributor for distribution to end users, if Data Recipient is a Distributor.
  • “Party” means Corbion or Data Recipient.
  • “Product Data” means any product related data (whether in the form of text, images or otherwise) as Corbion may publish on the Customer Portal from time to time, including
    1. Datasheets, among which product datasheets, technical datasheets, safety datasheets and nutritional datasheets;
    2. Statements and declarations, among which allergens statements, ingredients statements, declarations of (Country of) Origin, Non-GMO declarations;
    3. Certificates, among which Halal certificates and Kosher certificates
    4. Questionnaires/miscellaneous.
  • “Terms of Use” means these Terms of Use for the Customer Portal, as amended from time to time in accordance with its terms.
  • “User” means any individual who has registered at the Customer Portal by using Data Recipient's corporate email address.
  • “Website” means www.corbion.com

 

 

2.    General Provisions

 

Any access to or use of the Customer Portal or Product Data is subject to these Terms of Use, including those additional terms and conditions and policies referenced herein or published on the Customer Portal. The Privacy Policy hereby incorporated by reference into these Terms of Use.

 

Corbion may amend these Terms of Use at any time and the amended Terms of Use will become effective immediately upon posting thereof on the Customer Portal or Website. Data Recipient’s continued access to or use of the Customer Portal or Product Data after such posting will constitute its acceptance of the amended Terms of Use.

 

 

3.    Access to and Use of Customer Portal

To access and use the Customer Portal, Data Recipient must register at the portal with Data Recipient's corporate email address. Upon registration, Data Recipient will receive login details and an account which will be linked to Data Recipient's customer number. Data Recipient will maintain the confidentiality of its login details and notify Corbion immediately of any unauthorised use thereof.

 

Data Recipient is responsible and liable for all access to and use of the Customer Portal and Product Data by any of its Users or otherwise through the account of its Users as well as for the Users’ compliance with these Terms of Use.

 

Data Recipient represents and warrants that any information provided to Corbion, whether submitted during the registration process or thereafter, is accurate, complete and current at all times.

 

 

4.    License Grant Product Data

4.1 Subject to Data Recipient's compliance with these Terms of Use and particularly the restrictions set out in clause 4.2 below, Corbion grants Data Recipient a non-exclusive, non-transferable, non-sublicensable, royalty-free, right and license to access and use the Eligible Product Data, provided that such use will be limited as follows: If Data Recipient is a Customer, Data Recipient may solely use the Eligible Product Data for its own business purposes. If Data Recipient is a Distributor, Distributor may solely use the Eligible Product Data for redistribution to end users who purchased the Corbion Products that the Eligible Product Data relate to and only for such end user's own business purposes.

 

4.2 Data Recipient may not:

 

  • use, sell, sublicense, distribute, or otherwise make available Product Data to anyone, except strictly in accordance with these Terms of Use;
  • disclose Product Data to anyone other than, on a 'need to know-basis', to its officers, directors, employees and agents (including those of its Affiliates);
  • present, publish or use Product Data in a manner that is false or misleading;
  • use Product Data in any way which infringes Corbion’s or any third party’s rights, or violates any applicable laws or regulations;
  • modify the content of Product Data in publishing or disseminating such Product Data;
  • publish or use Product Data in a manner that implies any endorsement by Corbion;
  • claim any copyright or other ownership rights to Product Data;
  • act or attempt to act in any way that interferes with the proper working of, or places an unreasonable burden on the infrastructure of the Customer Portal, or that would damage, compromise the security of, or disrupt the Customer Portal.

 

 

5.    Disclaimer of Warranties

The Customer Portal is made available on an ‘as is’, 'as available' basis, and Corbion makes no representation or warranty concerning the Customer Portal, and disclaims all warranties, including that the Customer Portal will be secure or free from error or interruption. Corbion may, at any time and without notice, discontinue the operation of or make modifications to the Customer Portal, including to its design, functionalities and appearance, or modify, add or remove Product Data. Corbion further makes the Product Data available on an “as is” basis, with no representations or warranties, express or implied, and disclaims all representations and warranties regarding Product Data. Corbion makes no representation that Product Data are accurate, complete, up-to-date, or do not infringe any third-party intellectual property rights, or that the Customer Portal will be secure or free from error or interruption. Any use of the Customer Portal or Product Data is at Data Recipient's sole risk.

 

 

6.    Limitation of Liability 

Corbion provides access to the Customer Portal and the Product Data as a free service to certain customers, customers of its Distributors, and other public and private enterprises it collaborates or otherwise does business with. Accordingly, Data Recipient agrees that in no event will Corbion be liable for any consequential, indirect, incidental or punitive damages, even if Corbion has been advised of the possibility of such damages.

Further, CORBION’S MAXIMUM LIABILITY FOR ANY DAMAGE OR LOSS ARISING FROM A DATA RECIPIENT’S USE OF THE CUSTOMER PORTAL OR PRODUCT DATA, OR FOR CORBION’S FAILURE OR REFUSAL TO GRANT DATA RECIPIENT ACCESS TO THE CUSTOMER PORTAL OR PRODUCT DATA, OR ANY HARM, EFFECTS OR DAMAGES SUFFERED BY DATA RECIPIENT AS A RESULT THEREOF, WILL IN NO EVENT EXCEED THE LESSER OF:

  1. ACTUAL, DIRECT DAMAGES, OR
  2. €100, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

 

7.    Indemnity 

Data Recipient will indemnify, hold harmless and defend Corbion, its Affiliates and, for each of them, its directors, officers, employees and agents from and against all third party claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and costs), which arise out of or relate to:

  1. Data Recipient's access to or use of the Customer Portal or Product Data, or
  2. any breach by Data Recipient of these Terms of Use. Notwithstanding the aforementioned, Corbion will retain the right to assume the defense and conduct of a third party claim in its sole discretion as well as the right to settle any such claim.

 

 

8.    Intellectual Property and Confidentiality 

All rights (including intellectual property rights), title and interest in and to the Customer Portal and Product Data are owned by Corbion or its licensors.

 

Data Recipient will keep the Product Data confidential and only use such information for the purpose of performing its obligations or exercising its rights pursuant to these Terms of Use. Data Recipient will protect all Product Data against unauthorized access, use or disclosure and will do so with at least the same degree of care used to protect its own data of a similar nature, but with no less than reasonable care.

 

 

9.    Suspension and Termination 

If Data Recipient, in Corbion's sole judgement, fails or is suspected to have failed to comply with these Terms of Use, Corbion may suspend or terminate Data Recipient's access to and use of the Customer Portal and Product Data with immediate effect and without notice.

 

Corbion may terminate Data Recipient’s access to and use of the Customer Portal and Product Data at any time for any reason.

 

Any terms which, by their nature, extend beyond termination of the Customer Portal and Product Data survive such termination.

 

 

10.  Miscellaneous

Corbion will handle any personal data regarding Data Recipient or its Users in accordance with Corbion's Privacy Policy, as published on the Website and as amended from time to time.

 

Data Recipient acknowledges that Corbion reserves the right to amend these Terms of Use from time to time.

 

If any provision of these Terms of Use is deemed to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect to the fullest extent permitted by law.

 

No waiver of any right set forth herein may be deemed effective unless given in writing and signed by Corbion. 

 

Data Recipient may not assign or otherwise transfer its rights or obligations under these Terms of Use in whole or in part without the prior written consent of Corbion. Corbion may assign its rights or obligations under these Terms of Use to an Affiliate without Data Recipient's consent.

 

 

11.  Governing Law and Jurisdiction 

These Terms of Use will be governed by and construed in accordance with the laws of the Netherlands, without regard to principles of conflict of laws.

 

Each of the Parties consents and agrees to submit itself to the exclusive jurisdiction of the court of Amsterdam (the Netherlands) for any actions, suits or proceedings arising out of or relating to these Terms of Use. Notwithstanding this, Data Recipient agrees that Corbion may apply for injunctive remedies or relief (or other equivalent types of urgent legal remedy) in any jurisdiction.