This Agreement sets out the terms and conditions on which a person, business, Company or organisation may become a member (a 'Member') of FarmWizard, operated by Intellync Technology Limited, a company registered in Ireland (company number 658628) ('the Company'). The Company is a part of the Associated British Foods plc group of companies and its main trading addresses are 64 Innovation Way, Lynch Wood, Peterborough, PE2 6FL, United Kingdom and Unit 5, Hebron House, MacDonagh Junction, Kilkenny, R95 T91Y. The different categories of members/users are explained at Schedule One to this Agreement.
Use by a Member or website visitor of the website and other functions on FarmWizard, according to the category of Membership, is subject to the FarmWizard Website User Terms in force from time to time. Each Member agrees to be bound by those terms and conditions set out herein. In the event of any inconsistency, the terms of this Agreement shall prevail.
Members agree to regularly visit and use FarmWizard to keep themselves abreast of any procedural change and/or development of FarmWizard.
Members agree that access to content, trading, record keeping facilities and business tools in FarmWizard is for internal bona fide commercial purposes for their business or company.
The application to become a Member is made by completing the on-line application for the particular category of membership sought for the applicable country of registration of the business. The Company reserves the right, in its absolute discretion and without giving reasons, to reject any application. If the Company accepts an application, the applicant shall upon acceptance and, if applicable, on payment of the appropriate subscription, become a Member of FarmWizard for the period specified by the Company.
MEMBERSHIP AND ACCESS
A Full or Associate Member is entitled to an entry in the business directory section of FarmWizard. Such an entry (a 'Members Page') comprises of one web page of information about the Member, and/or may link to the Member's own website, and other information concerning the Members, for example a profile page.
The information on such a Members Page will be derived from information provided by the Member on application and it is therefore the Member's responsibility to ensure that the information contained on the application is accurate. The format, content and copyright of the Members Page belongs to the Company.
A Member shall not have and the Company shall not be required to include on any Members Page any matter which in the Company's sole opinion is or may be of an illegal, defamatory, distasteful, offensive or unacceptable nature or which the Company considers may infringe third party rights or otherwise give rise to any liability on its part. The Company reserves the right to remove or block without compensation or refund of fees any Members Page which contains any such matter, or which links directly or indirectly to any website which in the Company's sole opinion contains any such matter.
The Company will make one amendment to a Members Page free of charge in any one year, but further amendments will incur a charge per amendment.
Where an amendment to a Members Page is requested, the Company shall take such steps as it in its absolute discretion considers appropriate to verify the authenticity of the request and the identity of the person making it, but if, despite such steps, an amendment is made without a Member's proper authority, the Company shall have no liability to the Member for any loss or damage arising as a result of such amendment, but shall use reasonable endeavours to correct the Members Page as soon as possible after being notified by the Member that the amendment was unauthorised.
Unless otherwise agreed, any material supplied by or on behalf of a Member in order for the Company to design its Members Page will not be returned to the Member and may be disposed of by the Company at its sole discretion.
Members will obtain access to FarmWizard, in accordance with the access described from time to time on the web site Joining and membership information, upon payment of the relevant subscription. The Company reserves the right at any time without prior notice and without giving any reason to remove any Member's Page, and/or access, from FarmWizard, and will return any subscription fees on a time-apportioned basis, upon which, the Member's membership shall cease. However, no refund of fees or other compensation will be payable to the Member if either the Member concerned has not made bona fide use of the web site as described in paras 5 & 16, or where FarmWizard is suspended or interrupted or discontinued for all Users or a proportion of Users due to technical breakdown or for any reason beyond the control of the Company.
The Company reserves the right to discontinue FarmWizard at any time without notice and for any reason. The Company shall have no liability to any User or any other person for any loss arising out of suspension or discontinuance of FarmWizard. In the event of insolvency of the Company, all Members agree that no claim for outstanding subscriptions on a time-apportioned basis can be made by the Member, and that they waive all rights to notification of statutory meetings and may not prove as a creditor in any subsequent liquidation of the Company.
The Company may from time to time operate a ‘Managed Service’ as an agent for members. The Company accepts no responsibility in contract to any third parties whatsoever as a result of acting as an agent, and whilst it will diligently perform the requested operations for members, it is the responsibility of members to check postings made on its behalf. The Company will not make offers that can be accepted or accept offers that have been received by members. Members must conclude contracts directly.
The Company may, at a Member's request, arrange for the registration of a domain name (e.g. .co.uk or .com) for the Member, as agent for the Member. Any such registration lasts for a period, typically two years from the date of registration and it is the sole responsibility of the Member to renew the registration with the relevant registration authority. The Company accepts no responsibility for and shall have no liability for any loss arising as a result of any failure to renew such a registration. The Company may charge a fee for this service.
USE OF SITE CONTENT
A Member whose membership category so entitles it may have access to certain added value information and functionality available on FarmWizard which is not generally available to other Users. Each such Member undertakes to use such features only for its own bona fide internal business purposes and not to make them available for use by any User who is not so entitled or by any other third party either directly by distributing the ID and Passwords or passing information which would otherwise require a separate membership subscription. A Member is not permitted to plagiarise website content of any kind for republication to a third party, nor are they permitted to use FarmWizard copyright material or FarmWizard trademarks without the prior approval of the Company. Members are not permitted to redistribute their username and password to third parties without prior approval of the Company.
SERVICES PROVIDED BY MEMBERS
Each Member warrants and represents to the Company and to all other Members and Users of FarmWizard from time to time that any services which it makes available on or via FarmWizard shall be provided by competent and appropriately trained staff with all reasonable care and skill to the highest professional standards and in accordance with all applicable laws and regulations. The Company reserves the right to remove or block without compensation or refund of fees access to any service which, in the Company's sole opinion, is being made available in breach of this provision. The Members agree to indemnify the Company for any consequential loss as a result of a breach of this condition by the Members, including all legal fees.
TRANSLATIONS AND NON ENGLISH LANGUAGE
The base language of the website is in English. The use of other languages is encouraged and permitted on the website. However, where a Member chooses to use a language other than English, a Member warrants and represents that they will use appropriate, non-offensive terms and act in accordance with the terms of FarmWizard Membership agreement. The Company reserves the right to delete any non-English content, without any reason, without any liability to the Members. If a Member requires any part of its Members Page or any other material to be posted on FarmWizard to be translated into a foreign language, the Company will recommend or sub-contract translation, but in no way can it warrant the accuracy of any translated material. The Member should take whatever steps it considers appropriate to satisfy itself on the accuracy of any such translation or whether the content of any foreign language page of its Members Page contravenes any laws in the relevant legal jurisdiction or these terms and conditions. The Member agrees to indemnify the Company and its agents and subcontractors against any claims arising out of such translations. The Company may charge a fee where it undertakes or arranges for any translation. Any such fee will be agreed with the Member prior to it being incurred.
The Company may at any time require a Member to provide a verified English translation of any material published on any part of FarmWizard by a Member at the Member's cost and any such translation will belong solely to the Company.
The subscription fees for the different categories of membership of FarmWizard are as stated on the website. The Company may from time to time increase such fees and/or introduce fees for categories that were previously free by posting the revised fee rates on FarmWizard.
Payment of any applicable fees for the first period of membership shall be due upon making the application and shall be payable by Bank Transfer, cheque or credit card or such other means as the Company may approve from time to time as published on the website.
If any fees or other sums payable hereunder are overdue at any time, the Company may charge interest on the amount outstanding at the rate of 5% above the base lending rate of the Bank of England from time to time, compounded monthly, and the Company may also remove or block the Member Page or access (if any) from FarmWizard and restrict or suspend access to the added value information and functionality available on FarmWizard until all outstanding sums are paid.
Prior to expiry of the initial membership period, the Company will invite the Member to renew its membership for a further specified period upon payment of the applicable fees in force at the time. If the Member notifies the Company that it does not wish to renew its membership or if it fails to pay any applicable fees in accordance with the said invitation, the Member's membership shall terminate and the Company will remove the Members Page and/or access from FarmWizard.
The Member agrees that the Company may retain the details of the Member on its Contacts Database, and other areas of the site, and the Company may charge a removal fee, to be agreed and paid in advance, if the Member expressly requests that its details be removed from FarmWizard.
Except in the circumstances described in paragraph 12, the Company shall make no refunds of subscription fees and, in particular, no Member shall be entitled to a refund where it requests the Company to cancel its membership, once its application for membership has been accepted.
Subscription fees quoted on FarmWizard are exclusive of any applicable Value Added Tax (VAT) or local taxes.
Where a Member wishes to upgrade membership from one category to another category, a new membership must be purchased for one year which will be added to the expiry date of the current membership in force for that Member. The upgraded benefits will take effect immediately upon receipt of payment from the Member.
The Member agrees to submit to instructions from the Company with regard to use of the website in order to retain orderly conduct within FarmWizard. A Member who fails to comply with instructions concerning their use of FarmWizard may be suspended or removed from FarmWizard without refund of any subscription fees paid.
The Company may by notice terminate the membership of any Member if the Member is in breach of any provision of these terms and conditions (including the User Terms).
Any notice or other information to be given by the Company to a Member may, without limitation, be given by email, to the email address on the Member's Page or the records provided upon application and shall be deemed duly given when sent, provided no delivery error message is received by the Company within 24 hours after the email was sent.
The Company may in its sole discretion from time to time change these terms and conditions by posting new terms and conditions on FarmWizard. The new terms and conditions shall apply automatically immediately after they are posted, and a Member's continued use of FarmWizard after such posting shall be taken to mean that it acknowledges and agrees to be bound by the new terms and conditions.
These terms and conditions (including the User Terms and any other terms for special services of FarmWizard where applicable) set out the entire agreement between a Member and the Company with respect to their subject matter and any terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
In countries where FarmWizard offers to carry out the service of registering animals/actions with a third party, it is the sole responsibility of the user to verify, through the functionality offered by FarmWizard, and comparison with the user's own and official records, that the registration/action has taken place successfully. The User or Member must regularly verify with any third party involved that the registration has taken place. Where FarmWizard registers an animal with a third party, FarmWizard will endeavour to complete the registration within one working day, although this can in no way be guaranteed, users should take this into account therefore when registering an animal that is required to be registered with the third party, particularly where an animal must be registered within a specific timeframe.
In countries where FarmWizard has obtained approval for a government accepted computerised herd register it is the responsibility of the user to ensure that the information in the register is accurate and that animals are entered in the correct order.
Whilst FarmWizard will be designed to afford protection of data and records and registrations, the User and Members accept that FarmWizard will not be liable for any financial loss caused by animals failing to be registered, whether these failings have been caused by User/Member error or by FarmWizard or its officers. The responsibility for checking and back up rest completely with the User/Member and this goes to the root of the agreement between the User/Member and FarmWizard
Schedule 1: FarmWizard User Class of Memberships
Members of FarmWizard will given one of three possible class of memberships. "Community" membership will entitle that Member to access the Message board, Personal Organiser and Trading Area. "Herd Manager" membership will entitle that Member to have additional access to a range of herd management record keeping facilities. "Dairy Herd Management" membership will entitle the User to access the Breed Cycle Management tool along with the functionality included with the other 2 packages. Additional package enhancements to each class of membership will be made available in the future.
These terms shall be governed by and construed exclusively in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the Courts of England, including the seeking of all injunctive or ancillary relief actions.