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Key characteristics of the data provider agreement

This section walks through what the Data Provider Agreement (DPA) requires of both parties. If you are preparing to brief your institution's legal counsel, this is the section you will want to read closely.

It covers the obligations of the Crop Trust, your obligations as a Data Provider, intellectual property, warranties and liability, withdrawal and termination, and the governing law of the DPA.

DPA

The DPA's full legal text takes precedence over any summary: this is an explanatory guide, not a substitute for reading the agreement itself.

What the Crop Trust commits to​

Under the DPA, the Crop Trust agrees to do eight specific things for you:

  • Display and enforce the Terms and Conditions of Use. The Crop Trust commits to displaying the Terms and Conditions and the relevant copyright notifications alongside any data made available for download.
  • License end users responsibly. End users get a revocable, worldwide, royalty-free, non-exclusive, non-transferable license to access and use your data and metadata under the Terms and Conditions. "Non-transferable" means a user cannot pass the data along to a third party; they must refer new users back to Genesys.
  • Not alter your data. The Crop Trust will not modify or change your data or metadata in any way.
  • Not redistribute your data outside Genesys. The Crop Trust commits not to copy your data outside the portal and not to transfer it to other organizations for further distribution, except where the Terms and Conditions of Use permit it.
  • Not opine on your data. The Crop Trust will not express opinions about your data when making it publicly available.
  • Acknowledge you as the source. The Crop Trust formally acknowledges that you are the source of the data and the owner of any copyright or related rights in it.
  • Require citation from end users. The Crop Trust commits to displaying citation guidelines requiring end users to acknowledge the source of any data they use.
  • Seek your permission before re-publishing. If the Crop Trust wishes to disclose or publish your data in any other form or medium beyond Genesys itself, it must first seek your written permission. The Crop Trust cannot, for example, include your data in a printed catalog, a separate analytical product or a third-party portal without coming back to you.

What you commit to as a data provider​

Under the DPA, you agree to six specific obligations:

  • Manage your data on Genesys. You upload, control, and manage your data and metadata on the portal, including the timing, content, and versioning of what is published. When you publish a new version, it replaces the previous one.
  • Make reasonable efforts to ensure accuracy. The DPA doesn't require perfection; it requires reasonable effort. This is important because it explicitly supports the "publish what you have, improve it over time" approach (see data curation and validation and frequency of data updates).
  • Obtain necessary third-party permissions. If any of your data is subject to third-party copyright or database rights, you are responsible for clearing those rights before publication. This commonly applies to characterization or evaluation data collected under partnerships.
  • Publish only non-confidential data. You commit to providing only data that is not subject to confidentiality restrictions. You are responsible for any liability that arises from a breach of confidentiality, whether or not you were aware of the restriction at the time of upload.
  • Help defend against third-party claims. If a third party makes a claim against the Crop Trust based on the data you provided (for example, a copyright infringement claim), you commit to providing the documents and assistance reasonably needed to resolve the matter and to indemnify the Crop Trust against losses.
  • License the Crop Trust to operate Genesys. You grant the Crop Trust a perpetual, worldwide, royalty-free, non-exclusive license to use your data for the specific purpose of building and operating Genesys.

The license to the Crop Trust is perpetual in the sense that it does not expire on a fixed date, but it is also revocable: you can withdraw your data at any time using the withdrawal mechanism described below.

Intellectual property: you keep ownership​

Three short clauses in the DPA establish that you remain the owner of your data:

  • The Crop Trust acknowledges that its permission to use your data is limited to the rights expressly granted by the DPA, no more.
  • The Crop Trust agrees that it will not claim any copyright or other intellectual property rights or proprietary interest in your data.
  • When making your data available to any third party, the Crop Trust must include the same condition (no IP claims) in that downstream arrangement.

This is the legal heart of the agreement: signing it does not transfer ownership to the Crop Trust.

Warranties and liability: data is "as is"​

The DPA takes a pragmatic, low-friction approach to warranties:

  • You commit to making reasonable efforts to ensure data quality, but make no warranty of accuracy, completeness, usefulness or currency. The data is published on an "as is" basis.
  • The Crop Trust similarly disclaims liability for any loss or damage you may suffer as a result of the Crop Trust's operation of Genesys.
  • Neither you nor the Crop Trust provides warranties to end users about the data's content or accuracy.

For genebank curators, this is a reasonable position: it would be impossible for any genebank to guarantee the complete accuracy of decades of accumulated records and the DPA acknowledges this.

Right of withdrawal​

You can withdraw your data from Genesys at any time, with no penalty. The mechanism is set out in the DPA:

  • Send a formal written request to the Crop Trust by special delivery letter, addressed to the Executive Secretary
  • The Crop Trust will remove your data and metadata within three calendar months of receiving your request

The request must be formal; an email exchange does not constitute withdrawal under the DPA. The three-month window allows for an orderly removal: communications with end users who may have come to rely on the data, removal from cached copies, notification of partners and so on.

Termination​

Either party may terminate the entire DPA with six months' written notice. On termination, your data is removed from Genesys following the same three-month withdrawal procedure described above.

Two points worth knowing:

  • Existing end-user licenses are not affected. Anyone who has already downloaded data from Genesys under the Terms and Conditions of Use continues to have a license to use that downloaded data, provided they comply with the terms. Termination of your DPA does not retroactively cancel those licenses.
  • If the Crop Trust discontinues Genesys entirely, the Crop Trust commits to removing all data and deleting any copies it holds by the date of discontinuation.

Governing law and language​

Two final points often raised by institutional legal reviewers:

  • Governing law. The DPA is governed by general principles of international law, not by any single national legal system. Disputes are resolved first by conciliation; failing that, by arbitration under the rules of the United Nations Commission on International Trade Law (UNCITRAL). This is standard for international not-for-profit agreements and reflects the Crop Trust's status as an international body.
  • Language. The DPA is drafted in English and the English version is the authoritative legal text. Translations may be available for convenience, but the English version prevails in any interpretive dispute.
The Pass or Fail Check

  1. When I share data in Genesys, I hand over the ownership of the data.
    No. Under the DPA, the Crop Trust acknowledges in writing that it will not claim copyright, intellectual property or any proprietary interest in your data. You grant the Crop Trust a license to use the data specifically for operating Genesys; that license does not transfer ownership. You can also revoke the license at any time by submitting a formal withdrawal request, after which your data is removed from Genesys within three calendar months.

  2. If I sign the DPA, am I locked in?
    No. Either party can terminate the agreement with six months' written notice and at any time you can request the removal of all your data on three months' notice via a formal letter. End users who downloaded your data before termination keep the rights to the data they already have, but no new downloads occur after removal.

  3. Do I have to guarantee that my data is completely accurate?
    No. The DPA requires "reasonable efforts" to ensure data is correct. It explicitly states that data is provided on an "as is" basis, with no warranty of accuracy, completeness or currency. This means you can publish data that is good enough to be useful while continuing to improve it over time.