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AgriNous Terms of Service

Terms

These terms of service (“Terms”) set out the terms and conditions for your use of the AgriNous Products offered by AgriNous Pty Ltd (“AgriNous”). In using the AgriNous products, you acknowledge that you have read and understood these Terms, and are deemed to have agreed to these Terms on behalf of any person or entity for whom you are using the AgriNous Products. If you do not agree to any of these Terms, then you should not use the AgriNous Products. All rights not expressly granted to Users in these Terms are reserved by AgriNous. We may change these Terms from time to time and will endeavor to notify you of such changes via email or by displaying a message when you next use the AgriNous Products. If you continue to use the AgriNous Products, your use will be governed by the updated Terms.

Definitions

To help you read and understand these Terms, we’ve set out definitions of some key terms below:
“AgriNous Product” means AgriNous’ Livestock point of sale, Customer/Client Management and inventory management products and services, and any features, technologies or functionality provided by those products or services, offered by us from time to time, including the Apps and Website. 

“Apps” means the AgriNous applications.

“Authorised User” means any person or entity that a Customer authorises to use the AgriNous Product on its behalf. This includes the Primary Admin (as nominated by the Customer) and other employees and personnel of the Customer who are authorised to use the AgriNous Products on the Customer’s behalf, but also includes support partners and other third parties with whom a Customer shares its AgriNous account details (and for whose conduct the Customer is responsible).

“Commencement Date” means the commencement date specified at the time of purchase of a licence to use the Agrinous Product or if none then the date of the purchase of the licence (if the purchase is made through the Website) or as otherwise specified in the product chosen. 

“Confidential Information” includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including the AgriNous Products but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

“Customer” means the person or entity who registers to use the AgriNous Products by creating an AgriNous account. If an individual creates an account on behalf of their employer, then the employer will be deemed to be the Customer and will be bound by these Terms.

“Customer Data” means the content you provide, store and process through AgriNous Products.

“Force Majeure” means delay or inability to perform or breach of these Terms or Loss suffered by the Client which is directly or indirectly caused by circumstances outside of AgriNous’ reasonable control, including but not limited to the following: war, whether declared or not, insurrections, strikes, lockouts or other industrial disturbance, inability to obtain materials, unavailability of equipment, fire, storm or other severe action of the elements, accidents, government or statutory restrictions, inability to access the internet, electricity outage, or any online accounts/platforms which AgriNous uses to provide the AgriNous Products is banned, hacked/stolen, blocked or barred from trading or otherwise becomes inaccessible or unusable for any reason.

“Insolvency Event” means:

  1. a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they fall due;
  2. a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation;
  3. an application or order is made for the winding up or dissolution or a resolution is passed, or any steps are taken to pass a resolution for the winding up or dissolution of a corporation;
  4. an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within seven days;
  5. a controller is appointed in respect of any property of a corporation;
  6. a corporation is deregistered or notice of its proposed deregistration is given to the corporation;
  7. a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person’s creditors or members or a moratorium involving any of them;
  8. a petition for the making of a sequestration order against the estate of a person is presented and the petition is not stayed, withdrawn or dismissed within seven days or a person presents a petition against himself or herself.

“Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).

“Term” means the term of these Terms, commencing on the Commencement Date and continuing until the date it is terminated in accordance with its terms.

“Third Party Service Provider” means the entity or individual that licences the AgriNous Product to AgriNous.

“Third Party Service Provider Intellectual Property” means all intellectual property rights, including patents, copyright, trade marks and any application or right to apply for registration of any of these rights, and includes the following:

  1. the AgriNous Products;
  2. any strategy AgriNous develops in connection with the AgriNous Products; 
  3. content created by AgriNous in connection with the AgriNous Products; 
  4. presentations, information or data and other information technology relating to or connected with the AgriNous Products;
  5. advices (including without limitation verbal advices) relating to or connected with the AgriNous Products; 
  6. ideas relating to the AgriNous Products. 

“We” or “AgriNous” means AgriNous Pty Ltd ACN 613 439 937 and any of our related companies.“Website” means the website accessible at https://www.agrinous.com.au
“You” means the Customer and (where the context permits) includes any Authorised Users.

AgriNous Products

AgriNous Products are provided only to those persons who are able to form binding contracts. If you do not qualify, please do not use AgriNous Products.Subject to payment of any fees charged by AgriNous and compliance with these Terms, AgriNous grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable licence to use the AgriNous Products (subject to your account type) for the sole purpose of using it within your business during the Term, in accordance with these Terms. Your use of the AgriNous Products will also be subject to any allowances and/or limits that apply to the AgriNous plan which you’ve purchased as specified at the time of sign up or via upgrade options chosen. Your access to the AgriNous Products will continue on a month-to-month or year-to-year basis (as specified at the time of sign up) that renews automatically during the term (for the same amount of time as the previous period) (“Further Term”) until terminated in accordance with these Terms, unless otherwise agreed. Either party may terminate these Terms without reason by giving the other party at least 14 days written notice prior to the commencement of a Further Term or using the Unsubscribe options with the “App”.  AgriNous will make commercially reasonable efforts to maintain the availability of the AgriNous Products, except during planned downtime for upgrades and maintenance to the AgriNous Products or Force Majeure, however, does not guarantee 100% availability.

Account information

You will be given or be required to create an Account to access and use the AgriNous Products.You agree to provide true, accurate, current and complete account information, and to maintain and promptly update your account information in order to ensure that it remains true, accurate, current and complete. We will use that information to contact you from time to time (including by sending you notices as required by these Terms relating to, for example, suspension of your account or changes to your plan), so it’s important that you keep all of your contact details, and those of your Primary Admin and other Authorised Users, up to date.

Use of your account

You are responsible for the confidentiality of your account including your password and any conduct or activity undertaken in your account (whether online or by calling our contact centre), including any changes made, and the input or modification of or access to any data or information in your account, by any of your Authorised Users or any other person that obtains your login details. In particular, our primary point of contact with you will be your nominated Primary Admin, who will be considered as authorised by you to make changes, give instructions and receive notices on your behalf.
If:

 
  1. you are an Authorised User using or accessing the AgriNous Products for the benefit of a Customer, then you are responsible for ensuring you have the right to do so from the relevant Customer (including all necessary authorisations to access, amend or remove data, or make changes to the Customer’s account); or
 
  1. you are a Customer, then you are responsible for authorising use or access of the AgriNous Products by any Authorised User and will indemnify AgriNous against any claims or loss relating to any Authorised User’s use of or access to your account.

We will have no responsibility to anyone other than the Customer, and the AgriNous Products and these Terms are intended solely for the benefit of the Customer and not for any Authorised User(s). 

Cancellation of accounts

We can cancel or suspend your account at any time on written notice to you. Such termination will be effective at the end of your then-current paid-up subscription period. We may also cancel or suspend your account immediately without notice if, in our sole discretion:

  • you have failed to pay any Fees on time;
  • you have committed a breach of these Terms or any other terms applying to your use of the AgriNous Products and failed to rectify that breach upon being given 7 days written notice to do so;
  • you have breached these Terms more than twice in any given month, regardless of whether the breaches have been rectified within the required timeframes;
  • you suffer an Insolvency Event;
  • we believe that your use of the AgriNous Products may cause legal liability for us or other customers of ours;
  • in our sole opinion, we believe that your conduct, acts or omissions threaten, interfere or impact upon the integrity or credibility of AgriNous Products or AgriNous;
  • we consider that provision of the AgriNous Products, or use of them, in your territory or jurisdiction will or is likely to breach any applicable law (in which case we will give you written notice prior to termination);
  • we decide to withdraw the AgriNous Products from your territory or jurisdiction altogether (in which case we will give you written notice prior to termination); or
  • you fail to comply with any limits or restrictions (eg, on the number of users, registers or transactions) applicable to your AgriNous plan.

You are entitled to cancel your account with AgriNous at any time. You may cancel your account by following the prompts when you are logged into your account through the Apps or the Website. In the event of early cancellation of your account before the end of your current paid up month or year, your cancellation will take effect immediately and you will not be entitled to any refund of Fees paid whatsoever, including for Fees paid in advance  (unless we agree otherwise).If your account is cancelled, your account will be deactivated, and all of your rights granted under these Terms will immediately come to an end (except to the extent that it is necessary for them to continue in respect of our ongoing storage of your data up to the date of permanent deletion). We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is exported, backed-up or replicated before cancellation as you will no longer have access to any such data following cancellation.Cancellation of your account shall be without prejudice to the rights and liabilities of the parties which arose prior to the cancellation. Our failure to act with respect to a breach by you does not constitute a waiver of that breach or waiver of the right to act with respect to that breach or subsequent or similar breaches. Upon cancellation any Fees which would have otherwise been payable to us but for the cancellation become immediately due and payable. 

Fees and taxes

The fees charged for use of the AgriNous Products are set out on the Website (or as otherwise negotiated) (“Fees”) and are subject to change. We can change the Fees, and/or introduce new pricing packages and terms, at any time by giving you 30 days’ prior notice (by email to your Primary Admin or by displaying a message the next time you use the AgriNous Products). The new Fees or pricing/package terms will apply to you from expiry of that notice, unless you choose to cancel your account before the changes take effect. Also, the new Fees will apply to you immediately if you choose to change your plan/package (or if you reactivate your plan after cancellation). Fees are charged in advance on a monthly or annual basis and are non-refundable, including if you only use part of a month or year’s subscription for the AgriNous Products. Unless required by law, we will not provide refunds in connection with the AgriNous Products. A valid credit card number is required for paying all Fees. To use the AgriNous Products you must provide one or more payment methods that we accept. If payment is to be made by direct debit, you authorise us to debit the Fee monthly/annually (depending on your plan cycle) in advance during the term from your nominated account. Following any update to your payment method you authorise us to continue to make charges of the Fee to that payment method on a monthly/annual basis. You remain responsible to ensure that there is a valid credit/debit card on file that we can debit Fees and charges from and that there are sufficient funds in your account. We reserve the right to charge a small processing fee. If you are late in paying any Fees, we may charge a late fee of the greater of AUD$20 (excluding GST, if any) or up to 1.5% of the unpaid Fees and we may in our discretion and without notice suspend your account until we have received payment in full of all outstanding Fees (including late payment fees). You must make payment of the Fee without set-off or claim under any circumstances, including if a dispute exists between us.If you are carrying out a free trial of the AgriNous Products (as offered on the Website or the Apps), the free trial will begin on the day that your account is opened and end of the published trial period. If you wish to continue to use the AgriNous Products at the end of the free trial period, you will need to provide valid credit card details (unless you choose to use any free AgriNous Products which we may offer from time to time). If you choose not to continue with the AgriNous Products, then your account (and all data associated with it) will be deleted after the end of your free trial and you are unable to access it. As such, it is your responsibility to download all of your data prior to the expiry of your free trial. Free trial eligibility is determined by AgriNous in it discretion, and AgriNous may limit your eligibility or duration of a free trial to prevent free trial abuse. Previous users of any AgriNous Product are not eligible for a free trial. AgriNous may use information such as device ID or email address used with an existing account to determine eligibility.All Fees are exclusive of all taxes (other than GST, where relevant), and you are responsible for any taxes that may arise. You indemnify and hold AgriNous harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest. If you are required to withhold or deduct tax from the Fees, you will pay AgriNous such additional amounts as are necessary to ensure receipt of the full amount which would have been received but for the deduction. If you are located outside of Australia, then payment of your Fees could incur additional bank fees at the discretion of your bank. Bank fees may be charged for currency conversion and international settlement; and your charge may still be subject to additional fees even if you are being charged by AgriNous in your local currency. If your credit card statement charge differs from your AgriNous invoice, please contact your bank in the first instance. AgriNous is not liable for any additional bank transaction fees that may be charged.

You may upgrade or downgrade your account at any time

You may upgrade or downgrade your account (for example, from AgriNous to AgriNous Pro) at any time by following the prompts when you are logged into your account.
The upgrade or downgrade will become effective immediately. If you downgrade your account, no refunds will be paid in respect of any unused portion of any higher account offering. If you upgrade your account, the balance already paid for the rest of the term will be credited to your account. We will then immediately charge your credit card for any net amount due as a result of the upgrade and your account renewal date will be reset to the next available billing day.Downgrading your account may cause the loss of content, features, or capacity of your account, and reduce the number of locations, saleyards, users and/or transactions you can use or process. If you choose to downgrade your account, you acknowledge and agree that such losses may occur and AgriNous does not accept any liability for the resulting loss of data, content, features or capacity.

Plan Limits and reasonable use

The AgriNous Product is available in a range of packages/plans, giving you options including in relation to the number of locations, saleyards, users you can have on the AgriNous Product and the features and services you have access to, and the Fee you pay, as described on our Website from time to time (or as notified to you, in the case of some exclusive plans, or as negotiated). Your use of the AgriNous Products may be subject to these limits. Any such limitation will be as advised at the time of sign up or as specified in the plan chosen.We may update those plan limits at any time (eg, by increasing, reducing or removing limits) by updating the plan descriptions on our Website (or as notified to you, in the case of some exclusive plans). You’ll be expected to comply with the updated plan limits from the next time you use the AgriNous Products. You agree that we may use information generated by your use of the AgriNous Products (eg, transaction volume and revenue) for the purposes of determining the most appropriate plan and pricing for you.We may ask you to upgrade your AgriNous account to a new plan if you exceed the limits that apply to your plan at any time.You agree to use the AgriNous Products in a reasonable way (including, to avoid doubt, if you have subscribed for an ‘unlimited’ account). If we determine that your use of the AgriNous Products is not reasonable or that your use is causing degraded performance of the AgriNous Products for you or for other Users, we may impose limits on your use of the AgriNous Products. Where possible, we will endeavour to give you at least 24 hours prior notice and request that your usage is reduced before imposing any limits.Limits on your use of the AgriNous Products may include (but are not limited to) the quantities and volumes of the following parameters, per retailer: (a) storage required to host and backup retailer data; (b) sales transactions per calendar month; (c) API (application programming interface) calls per five (5) minute period; (d) page views per five (5) minute period; (e) bandwidth usage per twenty four (24) hour period; (f) support tickets opened per calendar month; or (g) outlets, registers, users, products and customers.We also reserve the right to suspend or restrict your account or your use of the AgriNous Product, or disable any third party integrations you have, where we believe that your use isn’t fair or reasonable or that it may cause degradation of the AgriNous Products to other users. This includes circumstances where your use (or integration of your account with a third party) is creating a security or availability risk for AgriNous or our other customers, is impacting (or may impact) the stability or performance of our systems, or is requiring disproportionate resource to deliver (eg, in terms of storage or processing requirements, support requests or helpdesk queries).If you’re using a free plan, then in addition to the other terms and conditions set out in these Terms, there are some other conditions that apply to you:

  • Free plans are subject to published maximum usage period (which may change from time to time). After the published maximum usage period, you may be asked if you want to cancel your account or upgrade to a paid plan.
  • If you don’t use or log in to your AgriNous account for six (6) months, then we may treat your account as “inactive” and permanently delete your account (and all data associated with it) on 30 days’ notice to you.

Your Obligations

You acknowledge and agree:

  1. to pay any Fees or other money payable pursuant to these Terms when due;
  2. that the AgriNous Products provide a platform to enable Customers to monitor livestock, provide saleyard functionality, accounting functionality and client management, and as such:
    1. AgriNous is not a party to any transactions entered into as a result of your use of the AgriNous Products;
    2. AgriNous does not guarantee the completeness, accuracy or reliability of any Customer Data;
    3. You are solely responsible for ensuring that you comply with all applicable laws and regulations;
    4. You are solely responsible for ensuring that livestock is correctly identified and scanned for NLIS compliance, including but not limited to tagging requirements, and acknowledge and agree that failure to do so may result in the AgriNous Products not functioning properly;
    5. You are solely responsible for the Customer Data;
  3. to monitor all Authorised Users of the AgriNous Products;
  4. that the Third Party Service Provider may, during the term contact you;
  5. to obtain and maintain public risk insurance for a minimum amount of ten million dollars ($10,000,000.00) for any single occurrence, together with product liability insurance and professional indemnity insurance to a value deemed appropriate by AgriNous. Upon the request of AgriNous, you must deliver to AgriNous a copy of the certificate of currency for any insurances required by this clause with AgriNous noted on the policy as an interested party.

You must not:

  1. Make the AgriNous Products available to anyone else (except Authorised Users);
  2. Allow users above the permitted number of Authorised Users or do any other act that would breach any other scope of use restrictions designated by AgriNous;
  3. Sell, resell, rent, lease or otherwise commercially exploit or make the AgriNous Products available to any third party (except Authorised Users);

Your use of the AgriNous Products and any information you provide to us must not:

  1. be false, inaccurate or misleading; 
  2. be fraudulent or deceptive;
  3. infringe any third party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;
  4. violate any applicable law;
  5. create liability for us or cause us to lose (in whole or in part) the services or custom of our internet service provider, other users or other suppliers;
  6. breach or violate any of our policies;
  7. transmit any material that is defamatory, offensive or otherwise objectionable;
  8. contain any viruses, trojan horses, worms, time bombs, trap doors, back doors, easter eggs, spiders, robots, screen scrapers, data aggregation tools or other devices or other computer programming routines that may or are intended to damage, modify, delete, interfere with, surreptitious intercept, access without authority or expropriate any system, data or personal information or otherwise affect the integrity, operation or security of the AgriNous Products;
  9. damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
  10. collect, store, input, upload, post, disclose or transmit personal information or data about others, including, without limitation email addresses;
  11. attempt to gain unauthorised access to the AgriNous Products or computer systems or networks connected to the AgriNous Products through any means;
  12. collect or harvest any information or data from the AgriNous Products or our systems or attempt to decipher any transmissions to or from the servers running any AgriNous Products;
  13. reverse engineer, decompile or disassemble the AgriNous Products or the Website or any part thereof;
  14. tamper with, hinder the operation of or make unauthorised modifications to the Website or any part thereof;
  15. interfere with or disrupt the AgriNous Products or servers or networks connected to the AgriNous Products, or disobey any requirements, procedures, policies or regulations of networks connected to the AgriNous Products;
  16. be for any purpose that is inconsistent with the permitted purposes set out herein or the purpose of the AgriNous Products.

AgriNous Products are provided “as is”

The AgriNous Products are provided on an “as is” and “as available” basis, and your use of them is at your sole risk. In particular, it is your sole responsibility to ensure that your use of the AgriNous Products complies with any laws or regulations applicable to you and your business and allows you to meet any legal obligations you might have. Such laws might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records. We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the AgriNous Product. Any information provided by us is general in nature and does not constitute legal or any other type of advice. You warrant that you have no relied on any information provided by us in making any decision. We will try to promptly address (during normal business hours) all technical issues that arise in connection with the AgriNous Products. We do not warrant that: (a) the AgriNous Products will meet your specific requirements; (b) the AgriNous Products will be uninterrupted, timely, secure, or error-free; (c) the AgriNous Products will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the AgriNous Products will meet your expectations; or (e) any errors in the AgriNous Products will be corrected.
You acknowledge that AgriNous may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the AgriNous Products. The acts and omissions of those third party suppliers may be outside of AgriNous’ control, and AgriNous does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier, save as otherwise expressly set out in the Agreement or in writing between the parties.
On behalf of itself and such third party suppliers, AgriNous excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law. From time to time, we may add, make changes to or remove altogether features or functionality of the AgriNous Products. If you’re using an App, you may need to install a new or updated version before you can receive the benefit of those changes. We may also decide to cease providing all or some of the AgriNous Products at any time, and nothing in these Terms is to be taken as a guarantee that the Apps or any AgriNous Products will always be available, either in its current form or at all, or that we will support, maintain or continue to offer the AgriNous Products, or the Apps or any version of them.

Our liability is limited

Without limitation to the above, the maximum extent permitted by law, AgriNous shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, business, goodwill, use, data or other intangible losses (even if AgriNous has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the AgriNous Products (in whole or in part) or any technical malfunctions; (b) loss or inaccuracy or corruption of Customer Data (c) the cost of procurement of substitute goods and services; (d) unauthorised access to, or alteration of, your communications or data; (e) statements or conduct of any third party regarding the AgriNous Products; (f) any matter beyond our control or (g) any other matter relating to the AgriNous Products. In any case where AgriNous cannot exclude its liability completely, AgriNous’ maximum aggregate liability under or in connection with these Terms or your use of the AgriNous Products is limited to the amount of Fees paid by you to us in the 3 months prior to the event first giving rise to the liability.  You are responsible for your use of the AgriNous Product and you indemnify us
You are responsible for all activity that results from use of the AgriNous Products through your account. You are responsible for maintaining the security of your account and password. AgriNous will not be liable for any loss or damage that may result from any failure to keep Usernames and passwords secure. You indemnify AgriNous against all forms of liability, actions, proceedings, demands, costs, charges and expenses including legal fees (on a solicitor own client basis) which AgriNous may incur or suffer as a result of use of the AgriNous Products through your account or as a result of your failure to comply with these Terms.

Intellectual property

The parties acknowledge and agree that (a) all intellectual property owned by either party prior to the start of these Terms shall remain the property of that other party (b) the Third Party Service Provider retains full right title and interest in the AgriNous Products. You acknowledge the Third Party Service Provider’s title to the Third Party Service Provider Intellectual Property and agree not to: (a) invalidate or put in dispute any of the Third Party Service Provider’s title to the Third Party Service Provider Intellectual Property (b) oppose any application for registration or invalidate any registration for Third Party Service Provider Intellectual Property (c) copy, reproduce, alter, modify, create derivate works, or publicly display any of the Third Party Service Provider Intellectual Property except with our prior written permission (d) decompile, disassemble or otherwise reverse engineer the Third Party Service Provider Intellectual Property (e) modify or remove any copyright or proprietary notices on the Third Party Service Provider Intellectual Property. 
You own the intellectual property rights existing for the Customer Data and retain those rights. You grant AgriNous a royalty-free, irrevocable, perpetual licence to use the Customer Data for (a) business purposes (including for product improvement, research and development, data analytics and other legitimate commercial purposes) (b) preventing or addressing service or technical problems (c) as may be required under law (d) for purposes of providing the AgriNous Products. You otherwise permit us to use the Customer Data in accordance with our Privacy Policy. Where we use it for business purposes we will aggregate or anonymise any Customer Data. Other than this right, AgriNous claims no intellectual property rights in relation to the Customer Data. You warrant that the Customer Data you provide to us will not breach the provisions of any law, statute or regulation or infringe the intellectual property rights or other legal rights of any person. You may provide us with comments, feedback or suggestions on AgriNous Products, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you and you waive any moral rights that may exist. You agree that any works, items, materials or information of whatever nature produced or developed or discovered in connection with the AgriNous Products (except for the Customer Data) shall remain the sole and exclusive property of AgriNous and/or the Third Party Service Provider (as applicable), whether such property is tangible or is in the nature of industrial and intellectual property rights and you will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further property to AgriNous and/or the Third Party Service Provider (as applicable). AgriNous is entitled to take action against you for any breach by you of the Third Party Service Provider’s rights under these Terms.  You must ensure that your consultants, employees, agents, officers and advisers observe the covenants and obligations created under these Terms, and you are solely responsible for their acts.

Confidential Information

Other than where:

  1. disclosure is required to provide the AgriNous Products; 
  2. the Confidential Information is in the public domain, except as a consequence of a breach of this clause;
  3. expressly agreed by all parties in writing; or 
  4. required by law; 

the parties must at all times: 

  1. treat and keep the other party’s Confidential Information confidential; 
  2. not use, or allow the use, of the other party’s Confidential Information by any third party; and
  3. not disclose or allow the disclosure, of the other party’s Confidential Information or the fact of the disclosure of the other party’s Confidential Information to any third party. 

Where disclosure is made to a party’s respective accountant, auditor, lawyer or banker (the “Advisor”), Confidential Information may only be divulged where the parties have agreed terms not less protective of the Confidential Information as detailed in these Terms and the Confidential Information may only be used to the extent necessary for the Adviser to perform their duties.

Privacy

We maintain a Privacy Policy that sets out our obligations in respect of personal information (including the Customer Data). The Privacy Policy is accessible on the Website, and you will be taken to have agreed to the Privacy Policy when you accept these terms.

Data Storage

We store Client data in the cloud. We shall ensure that the Customer Data stored on the servers are accessible as far as technically possible for the performance of the AgriNous Products, however, we disclaim all other obligations with respect to data storage or delivery, including storage or delivery of raw data including in Customer Data.
Data storage is subject to limitations advised.

Data recovery

You are solely responsible for making copies and backing up Customer Data inputted into the AgriNous Products. Although we will implement best practice policies and procedures to prevent data loss including making commercially reasonable attempts to backup all Customer Data, we make no guarantees that (a) there will be no loss or corruption of Customer Data (b) backups will be made and (c) backups will be valid and not corrupt. For the avoidance of doubt AgriNous will not be liable to make any backups of any Customer Data and will not be liable for any loss of Customer Data under any circumstances, including without limitation loss caused by our negligence or recklessness, even if we are advised of the possibility of such loss.

Data deletion

On expiry or termination or expiry of these Terms, or upon cancellation of your account, the Customer Data submitted by you to the AgriNous Products will be deleted immediately, unless applicable laws or regulations require AgriNous to retain the data for a longer period. To the extent that we continue to hold the data, it shall be securely isolated and protected from further processing except to the extent required by applicable law. For the avoidance of doubt after the expiry or termination of these Terms we are not responsible for storing or retaining your Customer Data. It is solely your responsibility to copy and download any Customer Data you require before the expiry of these Terms as you will have no right to access it.

Data protection

We will maintain appropriate technical and organizational measures to protect the security of the Customer Data that you input into the AgriNous Products. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures to access your Customer Data for improper purposes. You acknowledge that there are risks inherent in internet connectivity that could result in the loss of your privacy, confidential information and Customer Data. Accordingly, any Customer Data that is transmitted by you is transmitted at your own risk. You are responsible for complying with all applicable data protection laws in respect of your use of the AgriNous Products and with regard to any instructions you issue to AgriNous with regard to the processing of Customer Data you provide to AgriNous through the Services. In particular, you must ensure you have properly informed and obtained all necessary rights, authorizations or consents from any end-users, consumers, personnel or other individuals to whom the data relates, to enable AgriNous to lawfully access their personal data under these Terms and to process their personal data outside of their country of residence. You shall not provide (nor permit any User to provide) any Sensitive Data to AgriNous. For the purpose of these Terms, “Sensitive Data” shall have the meaning provided for that term in the Privacy Act 1988 (Cth).

Third Party Integration Partners

You acknowledge that in the provision of certain optional features and services, AgriNous, on receipt of instructions from you, may be required to transfer certain data held in your AgriNous account to, and otherwise interact with, third party partners who provide services that you have elected to integrate with the AgriNous Product (“Third Party Integration Partners”). For a current list of our Third Party Integration Partners, see hereYou agree that if and to the extent such data transfer occurs, it is on your express election and instruction by virtue of you agreeing to use the Third Party Integration Partner’s services. You are solely responsible for compliance with all applicable laws (including applicable data protection laws) in respect of the transfer of the data by AgriNous to the Third Party Integration Partner, and for entering into separate contractual agreements with the Third Party Integration Partner. AgriNous is in no way liable for the provision of the services or the handling and processing of any data by the Third Party Integration Partner. For the avoidance of doubt, such third parties are not AgriNous’ sub processors for data protection purposes. These optional features and services in AgriNous Products may be dependent on you maintaining accounts on third party platforms. Failure on your behalf to maintain these accounts may delay performance of the AgriNous Products and we accept no responsibility for any Losses or notification in this regard.

Events outside of control

If we are rendered unable, wholly or in part, by Force Majeure to carry out or observe any of its obligations under these Terms, we shall give you prompt written notice providing full details of the Force Majeure. Our obligations under these Terms, to the extent affected by Force Majeure, will be suspended and no claim by you will avail by reason of such Force Majeure provided that we, to the extent practicable, take all reasonable steps to remove the Force Majeure as soon as possible. We may require assistance to overcome the Force Majeure and you must provide all reasonable assistance promptly.  For the avoidance of doubt, we shall not be liable for any Loss suffered by you as a result of Force Majeure.

General

We work with a number of partners, value added resellers and other third parties to promote, market and integrate other products and services with the AgriNous Products. In some cases, we may receive a commission from those partners and third parties for referring our customers to them, or we may pay a commission to third parties where customers are referred to us. If we don’t insist that you perform any of your obligations under these Terms, or if we do not immediately enforce our rights against you, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. AgriNous offers additional onsite support / training, these requests may incur additional charges.  The AgriNous Products are provided for use in business, so you are not a consumer. To the maximum extent permitted by law, any statutory or other consumer protection provisions do not apply to the AgriNous Products, these Terms or our relationship with you. Each clause in these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
You are not permitted to assign, sub-licence, novate or transfer these Terms or any of the rights licensed under them. These Terms shall be governed by Australian law, and (subject to the ‘Disputes’ section above) you submit to the exclusive jurisdiction of the Australian courts for any matter or dispute arising in relation to these Terms.

Additional Terms for Apple App/ Google Play Store downloads

If you have downloaded an App from the Apple App or Google Play Stores, the following additional terms and conditions apply:

  • These Terms are solely between you and AgriNous, and not with Apple or Google. We (and not Apple or Google) are solely responsible for the App and its content (subject to these Terms). You acknowledge that Apple or Google has no obligation to furnish any maintenance or support services to you in connection with the App.
  • In the event of any failure of the App to conform to any warranty that might be contained or implied into these Terms, you may notify Apple or Google, and Apple or Google will refund the purchase price (if any) for the App. Except for the foregoing, to the maximum extent permitted by applicable law, Apple or Google will have no other warranty obligation whatsoever with respect to the App.
  • Any claim in connection with the App related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation or intellectual property infringement are governed by these Terms, and Apple is not responsible for such claims.
  • You must comply with the App/Play Store Terms of use, including the Usage Rules.
  • Apple / Google and their subsidiaries are third party beneficiaries to these Terms and, upon your acceptance of them, Apple or Google will have the right to enforce these Terms against you.
  • All other terms and conditions of these Terms apply to your use of the App.