General Terms and Conditions Supercrop

Version 1.0 — effective from 2026-05-21. Supercrop B.V., Lingeweg 29, 4003 CH Tiel, the Netherlands, registered with the Dutch Trade Register (KvK) under number 98121308.

These terms were drawn up in Dutch; in the event of any discrepancy the Dutch version prevails (article 20.4). The authoritative text is the Dutch version.

Article 1. Definitions

1.1 Supercrop: Supercrop B.V., established at Lingeweg 29, 4003 CH Tiel, the Netherlands, registered with the Trade Register under number 98121308.

1.2 Service: Supercrop's Software-as-a-Service platform that automatically processes plant sap analysis results (in particular those of NovaCropControl) and, on the basis of a linear-programming algorithm, generates advice for foliar applications, tank-mix compositions and kg/ha recommendations for specific nutrients and products, as well as all related functionality.

1.3 Advice: any recommendation result generated by the Service, in any form whatsoever (screen, PDF, API output, e-mail).

1.4 User: the natural or legal person who uses the Service, whether as a Farmer or as an Advisor.

1.5 Farmer: a User who uses the Service for the benefit of its own agricultural business.

1.6 Advisor: a User (agronomist, crop consultant, distributor) who uses the Service to formulate or pass on advice to third parties, in particular to farmers or agricultural businesses.

1.7 End User: the party that applies the Advice in practice, being the Farmer itself or the client of the Advisor.

1.8 Subscription: the subscription agreement concluded between Supercrop and the User for the provision of access to the Service.

1.9 Terms: these General Terms and Conditions.

1.10 Confidential Information: all information designated as such or whose confidential nature must reasonably be understood, including algorithms, source code, pricing and non-anonymised user data.

Article 2. Applicability and acceptance

2.1 These Terms apply to every offer, quotation, agreement and actual provision of services between Supercrop and the User.

2.2 The Terms are accepted by means of an active, explicit clickwrap action during onboarding (ticking the acceptance box and confirming). By this action the User declares (i) to have read and accepted these Terms, (ii) to be authorised to bind the organisation on whose behalf it acts, and (iii) to be a business user within the meaning of article 3.

2.3 Any general purchasing or other terms of the User are expressly rejected.

2.4 Upon each acceptance, Supercrop records the user ID, the time and the accepted version of the Terms as evidence of formation.

2.5 In the event of a material amendment to the Terms, Supercrop will request renewed acceptance. In the event of non-acceptance, the User has the right to terminate the Subscription with immediate effect. Non-material amendments (including: typographical corrections, address changes, clarifications) will be announced 30 days before they take effect; continued use constitutes acceptance.

Article 3. Target group: business use only

3.1 The Service is intended exclusively for business (professional) use by agricultural entrepreneurs, crop advisors, agronomists, distributors and affiliated professional parties. The Service is not intended for consumers within the meaning of article 6:230g of the Dutch Civil Code or article 2 of Directive (EU) 2019/770.

3.2 The User warrants that it uses the Service exclusively in the course of its profession or business. If a User must nevertheless be regarded as a consumer under mandatory law in its jurisdiction, the consumer protection rights provided thereunder remain unaffected and the other provisions apply to the extent permitted by law.

3.3 The User must be at least 18 years of age and legally competent.

Article 4. Nature of the Service — decision support, not an obligation of result

4.1 The Service is a decision-support instrument. The Advice is an algorithmically calculated suggestion based on the plant sap data and additional parameters supplied by the User; it is not individual agronomic advice from a certified advisor, and not a guarantee of any result in the crop or in the business operations.

4.2 Supercrop undertakes a best-efforts obligation, not an obligation of result. Supercrop expressly does not guarantee: (a) that the Advice leads to higher yield, better crop quality, lower costs or any other commercial or agronomic result; (b) that the Advice is free of errors, inaccuracies or imperfections; (c) that the plant sap data from NovaCropControl or a third-party laboratory is correct, complete, timely or reliable; (d) that the recommended products are available, authorised or suitable in the User's specific jurisdiction or for the User's specific crop or cultivation system.

4.3 The Service is not a substitute for agronomic expertise, local cultivation knowledge, field observation, scouting or applicable crop protection advice from a certified advisor. The Advice must always be assessed by the User against the specific circumstances, the label instructions of the products used, weather conditions, soil conditions, applicable regulations and local agronomic practice.

4.4 By using the Service, the User expressly declares to accept that it is itself ultimately responsible for every decision to apply the Advice and for all consequences thereof.

Article 5. Linear-programming algorithm; not an "AI system" within the meaning of the AI Regulation

5.1 The Advice is generated by a deterministic linear-programming algorithm that uses parameters and business rules defined by the natural persons of Supercrop.

5.2 The parties assume that the algorithm falls under the exception in recital 12 of Regulation (EU) 2024/1689 (AI Regulation) and paragraph 42 of the Commission Guidelines C(2025) 924 final of 6 February 2025, and therefore is not an "AI system" within the meaning of article 3(1) of that Regulation. If and to the extent that the Service is nevertheless qualified as an AI system, it concerns a minimal-risk system that is not listed in Annex III nor falls under Annex I of the AI Regulation.

5.3 Supercrop will nevertheless take reasonable measures to promote the AI literacy referred to in article 4 of the AI Regulation among its staff and Users by means of explanatory material, tooltips and these Terms.

5.4 At first use and with each Advice, the User is clearly informed that the Advice is machine-generated. This satisfies the transparency obligation of article 50(1) of the AI Regulation to the extent it would be applicable.

Article 6. Account, access and proper use

6.1 The User creates a personal account and is responsible for keeping login credentials confidential and for all activities that take place through its account.

6.2 The User shall not use (or allow the use of) the Service for purposes that conflict with these Terms, applicable law or reasonableness and fairness, expressly including: (a) reverse engineering, decompilation or attempting to discover the source code or algorithm of the Service, except insofar as permitted by mandatory law; (b) the use of automated means (bots, scrapers) outside an API provided by Supercrop; (c) providing Advice to third parties under another label without express written permission, subject to the provisions of article 7 for Advisors; (d) uploading data of which the User is not the lawful source or for which an insufficient processing basis exists; (e) entering incorrect, fraudulent or manipulative data with a view to obtaining a deviating Advice; (f) use that threatens the stability, security or integrity of the Service.

6.3 Supercrop is entitled to restrict, suspend or terminate access to the Service in whole or in part in the event of a breach of this article, without any obligation to compensate the User.

Article 7. Special provisions for Advisors

7.1 An Advisor who uses the Service to advise third parties (including farmers or businesses) does so entirely under its own responsibility and in its own name. Supercrop has no contractual or non-contractual relationship whatsoever with the Advisor's End User.

7.2 The Advisor warrants that it: (a) clearly and demonstrably informs its End Users that the Advice is an automated decision-support result generated by Supercrop; (b) applies its own professional assessment to the Advice before passing it on and bears full professional responsibility for it; (c) holds appropriate professional liability insurance or comparable cover; (d) informs its End Users, contractually or in fact, of the content of the in-app disclaimer and does not remove or conceal it in the event of any onward supply.

7.3 The Advisor fully indemnifies Supercrop against all claims of End Users or other third parties arising from or relating to the manner in which the Advisor has interpreted, adapted or passed on the Advice, including reasonable costs of legal assistance.

Article 8. Phytotoxicity, tank-mix compatibility and application risk

8.1 The User expressly acknowledges and accepts that: (a) tank mixes of fertilisers, biostimulants and/or crop protection products may, under certain conditions, exhibit chemical or physical incompatibilities leading to phytotoxicity, reduced efficacy, precipitation, crop damage or environmental effects; (b) these risks depend, among other things, on water quality, temperature, pH, mixing order, dosages, crop stage, weather conditions, formulation type (EC, WG, SC, etc.), and interactions that cannot always be predicted in the Advice; (c) the label instructions of the individual products always take precedence over the Advice, and that it may be legally prohibited in any jurisdiction to deviate from the label; (d) a jar test (small-scale compatibility test) must be carried out by the User before a tank mix proposed by the Advice is applied on a larger scale.

8.2 All risks of phytotoxicity, crop damage, yield loss, quality loss, residue exceedances, environmental damage and regulatory breaches arising from the actual application of an Advice are borne solely by the User and/or, where applicable, its End User.

8.3 Supercrop bears no responsibility for the authorisation, availability or legality of any product mentioned in the Advice in the User's jurisdiction. The User must itself verify that products are authorised for the relevant crop in its jurisdiction.

Article 9. Liability; exclusions and limitations

9.1 Supercrop is liable only for direct damage that is the direct result of an attributable failure by Supercrop in the performance of this agreement. Direct damage means exclusively: (a) reasonable costs to determine the cause and extent of the damage; (b) reasonable costs to prevent or limit the damage; (c) reasonable costs to obtain a replacement service.

9.2 Any liability of Supercrop for indirect damage is excluded. Indirect damage means, among other things — not exhaustively: (a) crop loss, yield loss, failed harvest or reduced crop quality; (b) lost profit, lost savings, lost turnover or lost contracts; (c) reputational damage, non-material damage, loss of goodwill; (d) business stagnation, production loss, damage due to delay; (e) damage from liability towards third parties, including End Users; (f) loss, corruption or damage of data, insofar as not caused by intent or deliberate recklessness of Supercrop's management; (g) environmental damage and damage from phytotoxicity as described in article 8.

9.3 Supercrop's total liability under or in connection with this agreement — on any ground whatsoever, contractual or non-contractual — is, per damage-causing event and per calendar year jointly, limited to the higher of: (a) the total of the subscription fees actually paid by the User to Supercrop in the twelve (12) months immediately preceding the damage-causing event; or (b) an amount of EUR 5,000. A series of related events counts as one event.

9.4 The exclusions and limitations in this article do not apply to damage caused by intent or deliberate recklessness of Supercrop's management, insofar as such exclusion is not permitted under mandatory law, and insofar as mandatory law (including Directive (EU) 2024/2853 on product liability) prescribes more extensive liability.

9.5 A condition for the arising of any right to compensation is that the User reports the damage to Supercrop in writing as soon as possible, but no later than within 30 days of discovery. Any right of claim against Supercrop lapses upon the expiry of twelve (12) months after the damage-causing event, on the understanding that the statutory limitation period is not shortened if mandatory law opposes this.

9.6 For Users outside the Netherlands, the following applies insofar as applicable: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERCROP DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE".

Article 10. Indemnification

10.1 The User indemnifies Supercrop, its directors, employees, affiliated companies and suppliers against all claims of third parties — expressly including End Users — arising from or relating to: (a) the application or execution of an Advice; (b) breach of these Terms by the User; (c) breach by the User of applicable laws or regulations, including crop protection, fertiliser, environmental and labour law; (d) incorrect, incomplete or fraudulent data provided by the User; (e) infringement by the User of third-party rights, including intellectual property rights.

10.2 The indemnification covers all costs of defence reasonably incurred by Supercrop and any damages awarded.

Article 11. Intellectual property

11.1 All intellectual property rights in the Service, the algorithm, the source code, the databases, the models, the templates, the Advice (as an algorithmic result), the user interface, documentation and all associated materials rest exclusively with Supercrop or its licensors.

11.2 Supercrop grants the User a personal, non-exclusive, non-transferable, non-sublicensable right to use the Service for the duration of the Subscription, solely for the purposes described in article 3.

11.3 The User retains ownership of the raw plant sap data, field data, location data and business data it uploads ("User Data"). The User grants Supercrop a worldwide, royalty-free, sublicensable licence to use User Data for: (a) providing the Service; (b) improving the algorithm, building reference databases and conducting agronomic research on an anonymised and/or aggregated basis; (c) developing new Services and functionalities.

11.4 Advice may be used by the User within its own business operations or, for Advisors, in the advisory relationship with its own clients. Reproduction, onward supply to third parties, republication or integration into other commercial products without Supercrop's express written permission is prohibited.

11.5 Suggestions, feedback or ideas that the User provides to Supercrop may be freely used by Supercrop without any obligation to pay compensation.

Article 12. Personal data and privacy

12.1 Supercrop processes personal data in accordance with Regulation (EU) 2016/679 (GDPR), the Dutch GDPR Implementation Act and the Privacy Policy published on the website, which forms an integral part of these Terms.

12.2 Insofar as the User processes third-party personal data (for example employees, or End Users of an Advisor) via the Service, the User acts as an independent controller and — insofar as the processing is carried out by Supercrop on behalf of the User — the parties conclude a data processing agreement in accordance with article 28 GDPR.

12.3 Anonymised and/or aggregated data is not personal data and may be freely used as described in article 11.3.

12.4 Transfers of personal data to countries outside the EEA take place exclusively on the basis of an appropriate safeguard (adequacy decision, Standard Contractual Clauses, BCR).

Article 13. Availability and maintenance

13.1 Supercrop endeavours to ensure high availability of the Service but does not guarantee uninterrupted, error-free or secure availability. The Service is provided "as is" and "as available".

13.2 Supercrop is entitled to carry out maintenance, updates and changes. For planned maintenance, Supercrop will endeavour to announce this.

13.3 Supercrop is entitled to add, change or remove functionality, provided this does not materially impair the core functionality of the Subscription.

Article 14. Payment, subscription and price changes

14.1 The subscription price and payment frequency are stated in the ordering process or in a quotation. All prices are exclusive of VAT, unless stated otherwise.

14.2 Payment is made in advance, per the agreed period, via the offered payment methods. In the event of late payment, the User is in default without notice of default and owes statutory commercial interest (art. 6:119a of the Dutch Civil Code) as well as reasonable extrajudicial collection costs.

14.3 Supercrop is entitled to suspend access to the Service in the event of payment default exceeding 14 days after a second payment reminder.

14.4 Supercrop is entitled to adjust prices annually on 1 January on the basis of the CPI index or, provided at least 60 days' prior notice is given, on the basis of market developments. In the event of a price increase of more than 10% above CPI, the User has the right to terminate the Subscription free of charge before the effective date of the increase.

Article 15. Term, termination and consequences

15.1 The Subscription is entered into for the term agreed in the ordering process (12 months by default, unless stated otherwise) and is automatically renewed for equal periods, unless terminated in writing (including by e-mail) at least 30 days before the end of the current term.

15.2 Supercrop is entitled to terminate the Subscription with immediate effect if: (a) the User fails to perform a material obligation and does not remedy this failure within 14 days after notice of default; (b) the User files for or is declared subject to bankruptcy, suspension of payments or a WHOA procedure; (c) the User breaches article 6 or 11.

15.3 After termination, the User remains able to export its data in a common format for 30 days. Thereafter, Supercrop has the right (but not the obligation) to erase or anonymise User Data, subject to statutory retention periods.

15.4 Fees already paid are not refunded upon termination, subject to any mandatory-law claim or termination pursuant to article 14.4.

Article 16. Force majeure

16.1 Supercrop is not liable for failures in performance insofar as these are the result of force majeure. Force majeure includes, among other things: disruptions in internet, telecommunications or third-party hosting services, DDoS attacks, ransomware, cyber incidents, power failures, war, insurrection, terrorist attacks, pandemic, government measures, sanctions, export restrictions, extreme weather conditions and strikes.

16.2 If a force majeure situation lasts longer than 60 days, both parties have the right to terminate the Subscription in writing without any obligation to compensate.

Article 17. Confidentiality

17.1 Both parties undertake to keep the other party's Confidential Information secret and will not disclose it to third parties without prior written permission, except insofar as disclosure is required by law.

17.2 This obligation applies for the duration of the Subscription and for 3 years thereafter.

Article 18. Assignment; subcontractors

18.1 The User may not assign its rights and obligations under this agreement without Supercrop's prior written permission.

18.2 Supercrop is entitled to engage subcontractors for the performance of the Service (including hosting providers, payment service providers and analytics service providers), with due observance of the GDPR.

18.3 Supercrop is entitled to transfer its rights and obligations to a legal successor, merger partner or acquirer, provided the User is notified thereof.

Article 19. Dispute resolution and applicable law

19.1 Main rule — worldwide, subject to 19.2: These Terms and the Subscription are governed exclusively by Dutch law, to the exclusion of the Vienna Sales Convention (CISG). All disputes will be submitted exclusively to the Rotterdam District Court, subject to the mandatory jurisdiction of another court.

19.2 Special rule for Users established in the United States: If the User is established in the United States of America, then, by way of derogation from 19.1, any dispute shall be finally and exclusively resolved by binding, individual arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA), with the seat of arbitration in New York, NY, in the English language, by a single arbitrator. The parties expressly waive the right to (a) a jury trial and (b) participation in or representation in a class action, collective action, mass arbitration or representative action ("CLASS ACTION WAIVER"). To the extent that this waiver or arbitration clause is held to be wholly or partially unenforceable, the federal or state court in New York County, New York shall have exclusive jurisdiction, and the remaining provisions of these Terms shall remain in force.

19.3 Notwithstanding the foregoing, Supercrop is at all times entitled to seek provisional or protective measures before the competent court in any jurisdiction where this is necessary.

Article 20. Final provisions

20.1 If any provision of these Terms proves to be null and void or voidable, the remaining provisions remain in full force. The parties will replace the null or voided provision with a valid provision that approximates the purport of the original provision as closely as possible.

20.2 No waiver of rights by Supercrop may be inferred from the failure to exercise, or the non-immediate exercise of, a right.

20.3 Notices are deemed to have been given upon sending by e-mail to the User's e-mail address known to Supercrop and to support@supercrop.ag for Supercrop.

20.4 These Terms were drawn up in Dutch. If a translation is made available, the Dutch version prevails in the event of any discrepancy, subject to mandatory law in the User's jurisdiction.

20.5 Provisions that by their nature are intended to survive termination (including articles 8, 9, 10, 11, 12, 17, 19 and 20) remain in force after termination.

Questions about these Terms? support@supercrop.ag