Terms and Conditions
Südzucker Group Open Innovation Platform theBarn.io
The following terms and conditions shall be applicable to your submission of ideas, developments, innovations, proposals and other information (collectively “Idea”) through the Open Innovation Platform of Südzucker AG (“Südzucker”) on www.thebarn.io (“Südzucker Group Open Innovation”).
Please understand that we can only allow the filing of Ideas if you expressly agree to accept the following Südzucker Open Innovation Terms and Conditions (“OITC”) after you have carefully read the OITC.
The OITC shall only govern the filing and the handling of your Idea for the first screening. The first screening covers an initial review of your Idea and may involve testing or other evaluation measures (“Screening Phase”). Südzucker may involve its affiliates according to Section 15 et seq. of the German Corporation Act (“Affiliates”) or consultants (jointly referred to as “Südzucker Partners”) if the expertise of such Südzucker Partners is helpful for Südzucker the conduct the Screening Phase. If Südzucker is interested in further discussing your Idea, we will contact you and will discuss with you your Idea and the possible next steps to evaluate your Idea (“Evaluation Phase”). Before we enter in the Evaluation Phase we will discuss with you the individual conditions which shall govern the Evaluation Phase. After a successful Evaluation Phase we will mutually agree on the next steps depending on your Idea and agreed concepts for a further cooperation. The aforementioned step-by-step procedure shall allow you and Südzucker to decide whether we can become partners for the realization of your Idea. The details are described on the page “www.thebarn.io/how-to-collaborate”. Therefore, by confirming the OITC neither you nor Südzucker accept a binding obligation to conduct specific activities in the Screening Phase or to enter in the Evaluation Phase or any other activities relating to your Idea. You also should not be concerned that you will give up rights concerning your Idea by confirming the OITC because the OITC will cover the Screening Phase and no commercialization activities. However, you will also understand that we cannot acknowledge alleged rights concerning Ideas and have to be careful concerning the Ideas provided because we receive various Ideas via the Südzucker Open Innovation platform. We are always enthusiastic concerning new Ideas and are looking forward to review your Idea in the Screening Phase if we can agree on the following OITCs:
- You confirm that you are the owner of the Idea and all rights relating thereto and that you are entitled to submit the Idea to Südzucker via the Südzucker Open Innovation platform for the Screening Phase.
- You confirm that you are not an employee of Südzucker. As an employee of Südzucker please use the Südzucker systems for the notification of inventions, suggestions for technical improvements or other suggestions according to the applicable Südzucker Guidelines.
- You confirm that your information provided for the registration at the Südzucker Open Innovation platform and the submission form are correct. The please note that the information will be used to contact you, if Südzucker intends to enter into the Evaluation Phase. For the registration you will need to carefully review our Data Protection Guidelines and to grant the necessary consents.
- You confirm that
- Südzucker is not obligated provide comments regarding your Idea or to further review, evaluate, license, commercialize or otherwise use your Idea. Südzucker decides in its sole discretion whether and which screening and evaluations activities concerning your Idea are conducted and whether Südzucker pursues with an Idea.
- Südzucker is not obligated to accept, save or store your Idea and reserves the right to block or delete any information and materials, in particular for data management purposes or for safety purposes. Südzucker can take such measures in its sole discretion and without further notice;
- Südzucker is not obligated to protect your Ideas or to implement confidentiality or other measures to ensure protection or confidentiality of your Idea in its internal use or in its relation to Südzucker Partners involved in the screening or evaluation of your Ideas. You expressly acknowledge that your Ideas are treated as non-confidential information in the Südzucker Open Innovation system. Your Ideas will visible to employees and representatives of Südzucker, Südzucker Partners or third parties. If you intend to file intellectual property rights or other rights which might be affected by disclosures in the Südzucker Open Innovations platform, please take the necessary steps before you submit your Idea to Südzucker;
- Südzucker does not acknowledge the protectability of your Idea. Acceptance of your Idea or a reply from Südzucker does not imply any acknowledgement of proprietary rights. Südzucker furthermore does not accept confidentiality obligations or other obligations relating to your Idea.
- Submission and use of the Idea in the Südzucker Open Innovation platform is made on a fully free basis. The submission or use does not result in any payment obligations of Südzucker.
- You warrant that the submission of the Idea and its use does not breach any contract or obligation between you and a third party and that, to the best of your knowledge, the possession or use of the Idea by Südzucker does not misappropriate or infringe any rights of others. Südzucker in particular reminds you to carefully review whether the Idea might be subject of potential rights of your employer, University, business partner, fellow scientist or others. You confirm that you are not aware of rights of third parties, in particular in intellectual property rights, copyrights, know-how protection, contractual rights or other rights, which hinder the use of the Idea. You furthermore will not submit Ideas to the Südzucker Open Innovation platform that violate or conflict with applicable laws or regulations, including Antitrust Law, Competition Law, antidiscrimination laws or similar standards. If you identify such conflicting rights with respect to your Idea submitted to Südzucker, you will immediately inform Südzucker thereof in writing.
- By submitting your Idea to Südzucker, you grant Südzucker and the Südzucker Partner the non-exclusive and royalty free right to use the Idea for the screening, evaluation, testing and other activities to identify a potential use for Südzucker or its Affiliates. The scope of the use is further specified in the Südzucker Open Innovation Guidelines.
- Südzucker will respect your valid pre-existing intellectual property rights concerning your Idea, however, the submission of the Idea, its use or the OITC will not limit Südzucker’s right to conduct development, production, distribution or other activities concerning products, services or applications that are substantially similar to, or that compete with your Idea.
- The submission of the Idea or the use in the Südzucker Open Innovation Platform does not result in the obligation to enter in a business relationship, cooperation or other agreement. If Südzucker decides to cooperate with you concerning the exploitation of the Idea, Südzucker will contact you to negotiate a separate agreement.
- You will not submit data, software, materials, devices, software or other items that could or are intended to damage or affect the Südzucker Open Innovation platform, Südzucker’s data or IT infrastructure, laboratories or other facilities. You will also not take any actions which may undermine the integrity, reputation or good will associated with the Südzucker Open Innovation platform. All logos, trademarks and materials relating to the Südzucker Open Innovation platform are owned by Südzucker and all uses requires a prior written approval of Südzucker.
- Südzucker reserves the right to amend or modify the Südzucker Open Innovation Guidelines or the OITCs or to change or close the Südzucker Open Innovation platform, without prior notice.
- Südzucker accepts no warranties or liabilities and hereby disclaims any and all liability related to or caused by any error or omission of the Südzucker Open Innovation Platform or its use. Südzucker is not responsible or liable for the unavailability of the Südzucker Open Innovation platform or for the loss of data or information.
- For notifications or questions relating to the Südzucker Open Innovation Platform please contact Florian Weber, Südzucker AG, Maximilianstr. 10, 68165 Mannheim/Germany, firstname.lastname@example.org.
- The OITCs are exclusively governed by German Law.
Before submitting an Idea via the platform you have to actively agree to Südzucker Open Innovation Terms and Conditions on the submission page www.thebarn.io/submit-idea.