These Terms are binding on any use of the Service and apply to You from the time that Apps On Farm (AOF) provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
“Access Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which AOF may change from time to time). AOF will notify you by email of any change to the fee schedule 60 days before the changes come into effect.
“Agents” means the sales, distribution or support agents appointed by AOF from time to time, including Gallagher Group Limited, Gallagher Europe B.V., Wynnstay Group PLC and Rezare Systems Limited.
“Aggregate Data” means data combined from several sources to provide summaries, trends, benchmarks, or other information to You and other parties, and which is not personally identifiable.
“Apps On Farm” and “AOF” means Apps On Farm Limited.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data inputted by You or with Your authority into the Website, and includes any data that you have authorised retrieval of from other sources.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Derived Data” means data or information generated from the processing, adaptation or modification of the Data by any means including, without limitation, through the application of AOF’s intellectual property.
“Service” means the online livestock tracing and farm management services made available (as may be changed or updated from time to time by AOF) via the Website.
“Website” means the Internet site at the domain purefarming.com, purefarming.co.nz, appsonfarm.com, appsonfarm.co, appsonfarm.co.nz, appsonfarm.nz, appsonfarm.co.uk, appsonfarm.com.au, or appsonfarm.ca.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
2. USE OF SOFTWARE
AOF grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any Data or the Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS
1. Payment obligations
Where AOF provides a “Free Trial” period, the Subscriber may utilise the service without payment for a single farm for the length of the advertised Free Trial period.
At completion of the Free Trial period, or from the first day of Service where a Free Trial period is not offered, AOF will invoice you for the Access Fee for the period from and including that date and ending on the same day or a corresponding day in the following month. AOF will invoice you monthly in advance until this Agreement is terminated in accordance with clause 8.
All AOF invoices will be sent to You, or to another person whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice on the date of the invoice. Payment must be made by way of a Direct Debit or Credit Card processing service unless AOF agrees otherwise. You are responsible for payment of all taxes and duties in addition to the Access Fee.
2. General obligations:
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by AOF or condition posted on the Website.
3. Access conditions:
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify AOF of any unauthorised use of Your passwords or any other breach of security and AOF will reset Your password and You must take all other actions that AOF reasonably deems necessary to maintain or enhance the security of AOF’s computing systems and networks and Your access to the Service.
As a condition of these Terms, when accessing and using the Service, You must:
- not attempt to undermine the security or integrity of AOF’s computing systems or networks or, where the Service is hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
- not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
4. Usage Limitations
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against AOF’s application programming interface. Any such limitations will be advised on the fee schedule published on the Website.
You indemnify AOF and its Agents against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to AOF or its Agents, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
AOF will comply with the Privacy Act 1993. You are entitled to access the personal information we hold about You, and request that AOF amend it if it is incorrect.
During the course of dealing with You, AOF and its Agents may generally collect basic personal information about you, such as Your name, address and contact details. AOF may also request other specific information from you relating to the Service.
- To third parties or Agents where AOF has retained those third parties to assist in the provision of the Service;
- For purposes of advising you of products or services integrated to or related to the Service; or
- Where otherwise legally permitted.
By providing AOF with Your email address You consent to receiving emails from AOF advising of updates, and products and services available. You may unsubscribe from AOF’s email database at any time.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of AOF (or its licensors). Unless it otherwise agrees in writing with You, AOF will also own any new Intellectual Property that it develops in the course of providing the Service.
2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Access Fee when due. AOF will provide a way for You to retrieve a copy of your data upon request if you decide to terminate your use of the service.
You grant AOF a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service, and for AOF and its Agents to develop and improve the Service.
You agree that AOF may create Derived Data and Aggregate Data from Your data and other sources of data, and that AOF retains Intellectual Property Rights in Derived Data and Aggregate Data.
AOF grants you a licence to use, copy, transmit, store, and back-up Derived Data relevant to your business for the purposes of carrying out Your business activities, but requires that You attribute AOF if you publish such data.
3. Backup of Data:
You must maintain copies of all Data inputted into the Service. AOF does not make any guarantee that there will be no loss of Data. AOF expressly excludes liability for any loss of Data no matter how caused.
Depending upon the country in which a Subscriber is located, the data is hosted and backed up in jurisdictions as follows:
|Subscriber location||Hosting jurisdiction|
|Australia or New Zealand||Australia or New Zealand|
|United Kingdom or Western Europe||European Union|
|United States, Canada, or Mexico||United States|
4. Third-party applications and your Data.
If You enable third-party applications for use in conjunction with the Service, You acknowledge that AOF may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. AOF shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
6. WARRANTIES AND ACKNOWLEDGEMENTS
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
- You are authorised to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
- AOF has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that AOF has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
- You will indemnify AOF and its Agents against any claims or loss relating to:
- AOF’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- AOF’s making available information or Data to any person with Your authorisation.
- The provision of, access to, and use of, the Service is on an “as is” basis and at Your own risk.
- AOF does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. AOF is not in any way responsible for any such interference or prevention of Your access or use of the Service.
- It is Your sole responsibility to determine that the Service meets your needs and/or the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
3. No warranties
AOF gives no warranty about the Service. Without limiting the foregoing, AOF does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title (apart from Your title in Your data) and non-infringement.
4. Consumer guarantees
You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction (including, without limitation, the Consumer Guarantees Act 1993) does not apply to the supply of the Service, the Website or these Terms.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, AOF excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. You and AOF contract out of sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986.
If You suffer loss or damage as a result of AOF’s negligence or failure to comply with these Terms, any claim by You against AOF arising from AOF’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 6 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. UNITED KINGDOM AND EUROPEAN TERMS
1. Business to Business Supply
You agree that the Service is provided as a “Business to Business” (B2B) service and is intended for use by business customers only. If required by AOF, You agree to provide AOF with evidence that You are carrying out a Business purpose, for instance by providing your VAT registration number or other evidence.
2. Liability for VAT
As AOF is based Outside of the UK and the EU, the normal VAT B2B supply rules would require that the Reverse Charge applies and therefore You must account for any VAT that would otherwise be payable on your VAT return. You agree that unless otherwise advised by the revenue service of your country or by AOF you will account for VAT in addition to the Access Fee invoiced to you by AOF. The Invoice provided by AOF is not a VAT invoice and is not inclusive of VAT.
1. Prepaid Subscriptions
AOF will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
2. No-fault termination
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 10 days before the end of the relevant payment period.
- do not pay any invoice for the Access Fee on due date;
- breach any of these Terms (other than a breach referred to in 1. above) and do not remedy the breach within 7 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any payment of Access Fees that are more than 7 days overdue); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
AOF may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Service and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Service and the Website;
- Suspend or terminate access to all or any Data
- Take either of the actions in sub-clauses 1, 2, and 3 of this clause 9.3 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due is not made in full by the relevant due date, AOF may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data
4. Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Service and the Website.
5. Expiry or termination
Clauses 3.1, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
10. HELP DESK
1. Technical Problems
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting AOF. If You still need technical help, please check the support provided online by AOF on the Website or failing that email us at email@example.com
2. Service availability
Whilst AOF intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason AOF has to interrupt the Service for longer periods than AOF would normally expect, AOF will use reasonable endeavours to publish in advance details of such activity on the Website and to notify you by email.
1. Entire agreement
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
No failure to enforce any provisions of these terms at any time by either you or us will in any way affect, limit or waive your or our right to subsequently require strict compliance with these terms.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
4. No Assignment
You may not assign or transfer any rights to any other person without AOF’s prior written consent. AOF may assign or transfer any or all of its rights under these terms at its sole discretion.
5. Governing law and jurisdiction
You accept these Terms are governed by New Zealand law and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to AOF must be sent to firstname.lastname@example.org or to any other email address notified by email to You by AOF. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
8. Rights of Third Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Copyright © 2016 Apps On Farm Limited. All rights reserved. “PureFarming” is a trademark of Apps On Farm Limited.