Terms & Conditions of Use

By selecting the “I accept” button, you agree to be bound by the following terms and conditions entered into between you the user and AgConsult Limited (AgConsult) governing the use of the Intefruit service and agree that these terms and conditions form an agreement (Agreement) between the parties.

1 . DEFINITIONS
Additional Fees means the fees payable by the Subscriber to AgConsult in respect of any support services, maintenance, updates, and upgrades to Intefruit from time to time.
Data means collectively, the numbers, statistics, facts, figures, details or other information including but not limited to geographical land details, regional growth averages, crop nutrition statistics, and crop management, harvesting and post-harvesting information provided by the Subscriber, Delegated Users, Information Providers, AgConsult, or any other third party licensed by AgConsult to use Intefruit.
Delegated User means an individual or entity nominated by the Subscriber or its nominated manager, and authorised by AgConsult to access and use Intefruit pursuant to this Agreement and the Operations Manual.
Fees means all fees payable as set out in the Operations Manual and/or as separately agreed between the parties in writing by the Subscriber to AgConsult for subscription and access to, and use of Intefruit by the Subscriber and its Delegated Users.
Information Provider means an individual or entity other than a User from which AgConsult may obtain Data or other information.
Intefruit means a web-based tool which allows users to store retrieve and analyse Data to assist users in making business decisions.
Intefruit Account means an individual User’s account enabling access to Intefruit.
Intellectual Property Rights means all intellectual and industrial property rights and interests (including common law rights and interests) including, without limitation: (a) trade marks, applications for trade marks, trade name(s) , symbols, logos, and packaging; (b) know-how, being technical and other information or experience or trade secrets; (c) designs, whether or not registered or protected by copyright; (d) patents and applications for patents; (e) copyright material; and (f) other intellectual property.
Operations Manual means the document containing operational information and rules regarding the access to and use of Intefruit by Users, as amended from time to time. Subscriber means the individual or entity licensed to access and use Intefruit pursuant to this Agreement.
Subscriber’s Data means the numbers, statistics, facts, figures, details or other information provided by the Subscriber and/or its Delegated Users to AgConsult via Intefruit under this Agreement.
User means collectively, the Subscriber and its Delegated User(s) of Intefruit.
Working Day means any day (other than a Saturday or Sunday) on which registered trading banks are open for business in Hamilton, New Zealand.

2. BACKGROUND
2.1 AgConsult has created a web-based tool named Intefruit which enables users to store, retrieve and analyse data to aid in making business decisions.
2.2 The Subscriber wishes to obtain a licence from AgConsult to use Intefruit for business purposes.
2.3 AgConsult grants and the Subscriber accepts a licence to access and use Intefruit on the terms and conditions contained in this Agreement.

3. GRANT OF LICENCE
3. 1 Licence: AgConsult grants to the Subscriber a non-exclusive licence to access and use Intefruit and the Operations Manual on the terms and conditions contained in this Agreement, and for a term to be determined between the parties.
3.2 Use: The Subscriber agrees and acknowledges that its use of Intefruit pursuant to this licence is solely for the purposes of: (a) Recording, storing and using the Subscriber’s Data; (b) Downloading the Data to its computer (in any format) ; (c) Sharing the Subscriber’s Data and the Data with its Delegated Users; (d) Aggregating the Data for its business purposes.
3.3 Delegated Users: Pursuant to the licence granted in clause 3.1 above, the Subscriber may nominate Delegated Users in accordance with the Operations Manual.

4. TERM AND TERMINATION
4. 1 Licence term: The term of the licence will become effective from the User’s first access of Intefruit via its Intefruit Account and continue until: (a) a User chooses to unsubscribe by providing notice to AgConsult pursuant to clause 1 5. The User shall not be entitled to unsubscribe prior to 6 months from the commencement of the licence; or (b) the licence subscription expires; or (c) the licence is otherwise terminated pursuant to this Agreement. .
4.2 Termination by AgConsult: AgConsult may terminate this Agreement immediately and without notice for any reason whatsoever.
4.3 No obligation: AgConsult is under no obligation to: (a) resurrect an Intefruit Account once terminated; or (b) grant a licence to Intefruit to any person or entity.
4.4 Rights and obligations: Termination of the licence shall be without prejudice to any rights and/or obligations of AgConsult existing at the time of termination.

5. FEES AND PAYMENT
5. 1 Fees: In consideration for AgConsult granting the licence pursuant to clause 3, and otherwise entering into this Agreement, the Subscriber shall pay the Fees to AgConsult in accordance with the provisions of this Agreement.
5.2 Payment: The Subscriber shall pay the Fees to AgConsult in the manner instructed by AgConsult, prior to the Subscriber's first access of its Intefruit Account.
5.3 Non-refundable: The Subscriber agrees and acknowledges that: (a) the Fees are non-refundable, except to the extent required by law; and (b) AgConsult reserves the right to amend the Fees and any Additional Fees from time to time.
5.4 Additional Fees: The Subscriber shall pay to AgConsult any Additional Fees from time to time pursuant to this Agreement.

6. INTEREST AND COSTS ON OVERDUE ACCOUNTS
6. 1 If the Subscriber fails to pay the Fees or any Additional Fees owing under this Agreement, AgConsult may (at AgConsult’s sole discretion) : (a) Charge interest on all overdue amounts at a rate of 1 .5 % per month calculated on a daily basis until payment is received in full by AgConsult but without prejudice to all or any of AgConsult’s rights and remedies under the Agreement. Any payments received will be applied firstly against costs and expenses and then against such interest; (b) Obtain reimbursement for any legal costs (including all costs between solicitor and client) , and any other costs incurred in the recovery of an overdue debt; and (c) Suspend or terminate the Intefruit Accounts of the Subscriber and its Delegated Users.

7. INFORMATION HANDLING AUTHORISATIONS
7. 1 The User authorises AgConsult to:
7.1.1 Collect and receive information about the User from other Users and/or an Information Provider, and authorises the other Users and/or Information Providers to provide such information to AgConsult.
7.1.2 Use the Subscriber’s Data, or other data and/or information it has uploaded or will upload to Intefruit or otherwise provide to AgConsult, and any information AgConsult obtains or receives from another User and/or Information Provider to provide the Intefruit service.
7.1.3 Use the Subscriber’s Data, or other data and/or information it has uploaded or will upload to Intefruit or otherwise provide to AgConsult, and any information AgConsult obtains or receives from another User and/or Information Provider to obtain or otherwise create generic, non-identifying information (Information) and use that Information for internal business purposes including but not limited to: (i) Storing, copying, deleting, amending, manipulating, distributing, displaying, publishing and otherwise modifying or using the Information; (ii) Disclosing and allowing other Users access to and use of the Information via Intefruit; (iii) Allowing any third party appointed by Intefruit access to and use of the Information to operate and/or maintain the Intefruit system. (iv) Providing the Intefruit service; (v) Developing aggregated data sets; (vi) Developing and/or providing any new product or service or enhancing any existing services provided via Intefruit; (vii) Using for research and development of AgConsult; (viii) Using otherwise in accordance with AgConsult’s commercial operations.
7.2 Privacy Act 1 993: If the User is an individual, the User has rights under the Privacy Act 1 993 to access information held by AgConsult on the individual and to request the correction of such personal information. In respect of such personal information, the User:
7.2.1 Authorises AgConsult to obtain personal information about the User, from the User or from any other person in the course of AgConsult’s business, including for the purpose of credit assessment, debt collection and direct marketing activities, and consents to any person providing AgConsult with such information.
7.2 .2 Agrees that further notification to the User of the purpose of the collection and the intended recipients for the User’s personal information is unnecessary and non-compliance with the requirements of Principle 3 of the Privacy Act 1 993 is authorised. 7.2 .3 Agrees that its authorisations contained in clause 7, extend to and include the User’s personal information.
7.3 AgConsult removal: AgConsult reserves the right to monitor the Data and may refuse to accept, and may remove from Intefruit at any time and without notice, any Data which in its reasonable opinion: (a) is unlawful or in breach of the terms and conditions contained in this Agreement; (b) jeopardises Intefruit and/or AgConsult; (c) is incorrect, corrupt, or otherwise not subject to this Agreement.
7.4 Linked websites: Intefruit may contain links to other websites operated by third parties. AgConsult shall not be liable to the Subscriber, Delegated Users or any other third party for any content or functioning of such websites.

8. SECURITY
8. 1 Passwords: AgConsult shall provide electronic passwords to all Users, in accordance with the Operations Manual. The User shall keep the password confidential and maintain adequate security measures to safeguard the password from use by third parties.
8.2 Protection: AgConsult shall maintain protection mechanisms to minimise the possibility of any virus, spyware or other malware being introduced to Intefruit. If any virus, spyware or other malware is introduced, AgConsult shall, at its cost, do all things necessary to remove the virus, spyware or other malware; provided that such virus, spyware or other malware is not as a result of the User’s negligence.

9. OBLIGATIONS – AgConsult
9. 1 Access: AgConsult shall use its reasonable endeavours to provide Users continuous access to Intefruit via an Intefruit account.
9.2 Upgrades: AgConsult shall where possible, provide advance notification of any maintenance/updates to Intefruit which may disrupt or prevent the User’s access to Intefruit.
9.3 Malfunctions: Subject to clause 10, AgConsult shall use its reasonable endeavours to repair any malfunction or other failure of Intefruit.

10. NO WARRANTY
10.1 No warranty: The User agrees and acknowledges that:
10.1.1 Any information, results or outputs provided or produced by Intefruit or supplied by other Users or Information Providers on the Intefruit website is relied on by the User at its own risk.
10.1.2 AgConsult shall not be liable to any User for unsatisfactory results or outcomes in respect of its use of Intefruit.
10.1.3 Medium ranges or averages used in the Intefruit graphs are based on generic industry standards.
10.1.4 It uses Intefruit for a business purpose and that the statutory guarantees and implied terms, covenants and conditions contained in the Consumer Guarantees Act 1 993 are excluded and do not apply.
10.2 Disclaimer: AgConsult makes no representations and provides no warranty of any sort whether express or implied: (a) as to the results, outcomes or performance to be achieved or expected from using Intefruit; (b) that the Data and/or other information contained on Intefruit is accurate or otherwise error-free; (c) that the User will have continuous access to, and use of Intefruit; and (d) that Intefruit will be free from any errors, malfunctions or other failures.

11 . SUPPORT/MAINTENANCE
11.1 Modifications: AgConsult reserves the right to make modifications to Intefruit at any time and is not required, but will endeavour to provide notice of such modifications to the User.
11.2 New products or services: AgConsult reserves the right to introduce any new product or service in relation to Intefruit. In the absence of any new terms and conditions stipulated by AgConsult, the terms and conditions of this Agreement and the Operations Manual shall apply to any new products or services of Intefruit.
11.3 Support and upgrades: The User agrees and acknowledges that the licence granted to the Subscriber pursuant to clause 3 of this Agreement is a licence to use Intefruit on an as is basis, and AgConsult shall not be required to provide any support services and/or upgrades to Intefruit under this Agreement.

12. OBLIGATIONS – SUBSCRIBER
1 2. 1 Obligations: The Subscriber shall:
12.1.1 Comply with the Operations Manual.
12.1.2 Ensure that all data and/or information supplied by it or its Delegated Users is valid, up to date, accurate and complete.
12.1.3 Manage its Delegated Users in accordance with this Agreement and the Operations Manual.
12.1.4 Access and use Intefruit and the Data in accordance with this Agreement and the Operations Manual.
12.1.5 Not attempt, do or allow anything to be attempted or done which may disable, damage, provide unauthorised access or otherwise interfere with the proper functioning of Intefruit, or the use of Intefruit by third parties.
12.1.6 Not copy, reproduce, translate, adapt, vary, decompile, reverse engineer or modify Intefruit or the Operations Manual, nor communicate or make Intefruit and the Operations Manual available to any third party other than in accordance with this Agreement;
12.1.7 Inform AgConsult if it experiences any malfunction or other failure of Intefruit.
12.1.8 Maintain relevant security requirements including but not limited to maintaining the confidentiality of all passwords and/or access codes to Intefruit.
12.2 Uploaded data: The User warrants that any data uploaded to Intefruit does not breach the intellectual property rights of any third party.

13 LIMITATION OF LIABILITY

13.1 Restricted liability: Notwithstanding anything else in this Agreement, AgConsult will be under no liability whatsoever to any User or any third party for any loss of profit, loss of bargain, loss of business opportunity, loss of data, loss or damage to the User’s computer system or exemplary damages suffered by the User or any other person,flowing from any pre-contractual misrepresentation, forecast or breach of this Agreement, or in respect of any information supplied or the use or disclosure of any information which arises in connection with its use of Intefruit, whether contemplated by this Agreement or not, and whether actionable in contract, tort (including negligence) , equity or otherwise.
13.2 Maximum liability cap: In the event that, despite the proviso in the clause 13.1 , if AgConsult is found liable for any loss or damage, including the loss or damage set out in the preceding clause 13.1 , such liability will be limited to the Fees and is inclusive of all claims made against AgConsult.

14. INDEMNITY
14.1 Users: The User indemnifies AgConsult in respect of all liabilities, costs and expenses (including full costs between solicitor and client) , claims or demands incurred by AgConsult, or any third party, arising out of or incidental to this Agreement, and/or the User’s use of Intefruit.
14.2 Delegated Users: For the avoidance of doubt, the Subscriber indemnifies AgConsult for all liabilities, costs and expenses (including full costs between solicitor and client) , claims or demands incurred by AgConsult, or any third party, resulting from any acts or omissions of its Delegated Users.

15. INTELLECTUAL PROPERTY
15.1 AgConsult’s IP: The User agrees and acknowledges that AgConsult is the owner of all Intellectual Property Rights in Intefruit, the Intefruit website and the Operations Manual and that the User obtains no rights and/or interests in such intellectual property by virtue of its access to and use of Intefruit.
15.2 Operations Manual: For the avoidance of doubt, the User acknowledges that it may not copy or use the Operations Manual other than in accordance with the provisions of this Agreement.
15.3 Maintenance: The User agrees throughout the term of this Agreement: (a) Not to cause or permit anything that may damage or endanger AgConsult’s title or right to use any of its intellectual property; (b) To notify AgConsult of any suspected infringement of AgConsult’s intellectual property; (c) To compensate (including for costs on a client/solicitor basis) AgConsult for any use of AgConsult’s intellectual property otherwise than in accordance with this Agreement; (d) Not to use AgConsult’s intellectual property otherwise than as permitted by this Agreement; and (e) Not to use any name or mark similar to or capable of being confused with Intefruit or AgConsult without AgConsult’s prior written consent.
15.4 Improvements: The User agrees and acknowledges that any improvements, modifications or updates to Intefruit and the Operations Manual shall remain the property of AgConsult.

16. NOTICES
16.1 Notice for AgConsult: Any formal notice required to be made or served pursuant to or under this Agreement (Notice) , shall be provided to the User’s e-mail address connected with its Intefruit Account. Any Notice shall be deemed to be duly given and received on the transmission date of the e-mail unless the User proves to the contrary that the e-mail was not transmitted, or it was not transmitted in a complete and legible state.
16.2 Notice from User: Any notice from a User shall be sent electronically to support@intefruit. com. AgConsult shall notify the Users of any change to its notification address.
16.3 Notice on non-Working Days: Notwithstanding any other provision contained in this clause, any Notice transmitted on a day which is not a Working Day, or if transmitted after 5pm in the place where it is received, shall be deemed duly transmitted at 9am on the next Working Day.

17. CONSEQUENCES OF TERMINATION
17.1 No access: Upon termination of this Agreement by either party, AgConsult shall immediately close the User’s Intefruit Account. For the avoidance of doubt, the User acknowledges that where a Subscriber’s Intefruit Account is closed, the Intefruit Accounts of all its Delegated Users are immediately closed.
17.2 Subscriber’s Data: The Subscriber agrees and acknowledges that upon termination of this Agreement, the Subscriber’s Data will remain with and continue to be used by AgConsult and other Users, unless the Subscriber and/or Delegated Users request in writing for the removal and return of the Data.

18. WAIVER
18.1 No waiver: No delay, neglect or forbearance by AgConsult in enforcing against a User any provision of this Agreement will be a waiver, or in any way prejudice any right, of AgConsult.
18.2 Only authorised person may waive: None of the provisions of this Agreement will be considered to be waived by AgConsult except when such waiver is given in writing and signed by AgConsult.
18.3 Continuing breach: No waiver by AgConsult of any breach shall be deemed a waiver of any continuing or recurring breach unless it is expressly agreed to be so in writing by AgConsult.

19. SEVERANCE
19. 1 If any provision of this Agreement is found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation or partial character. If any provision cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.

20. GOVERNING LAW
20.1 Applicable law: This Agreement shall be subject to and must be interpreted in accordance with the laws of New Zealand but on points of patent, trade mark or copyright law or procedure is to be governed by the law of the country granting the patent or trade mark registration or copyright protection.
20.2 Jurisdiction: With respect to any legal action or proceedings which may be brought at any time in respect of this Agreement (other than the points of patent, trade mark or copyright law or procedure excepted in clause 20.1) each of the parties: (a) submits to and accepts, for itself and in respect of its assets, generally and unconditionally the non-exclusive jurisdiction of any of the courts of New Zealand; and (b) waives any objection it may have now or in the future to the venue of such action or proceedings and any claim it may have now or in the future that any such action or proceedings has been brought in an inconvenient forum.
20.3 Language: This Agreement may be translated into languages other than English for the convenience of the parties provided however that the English language version of this Agreement shall be the governing version and shall not be affected by the interpretation of any other language versions.

21. MISCELLANEOUS
21.1 Variation: A User’s continued use of Intefruit shall constitute acceptance of any amendment to or variation of this Agreement and/or the Operations Manual. AgConsult reserves the right to amend or vary the terms and conditions contained in this Agreement and the Operations Manual from time to time. Should the User disagree with any amendments made to this Agreement and/or the Operations Manual, the User may unsubscribe from Intefruit pursuant to clause Error: Reference source not found.
21.2 Assignment: AgConsult may assign all or any of its rights or interests in this Agreement at any time without notice. Subject for the ability for a Subscriber select Delegated Users under this Agreement, a User may not assign or purport to assign any of their rights or obligations under this Agreement without the prior written consent of AgConsult.
21.3 Non-circumvent: The User will not circumvent or attempt to circumvent the provisions and/or intent of this Agreement.
21.4 Survivorship: Termination of this Agreement for any reason (including in the event of misrepresentation) will not affect the rights and obligations of AgConsult intended to survive the termination, including without limitation the rights and obligations of AgConsult pursuant to clause(s) 6,7,8,10,13,14,15,and 17.
21.5 Force majeure: No failure or omission by AgConsult to carry out or observe any of the terms or conditions of this Agreement will give rise to any claim against AgConsult or be deemed a breach of this Agreement if such failure or omission arises from any cause reasonably beyond the control of AgConsult.
21. 6 Entire agreement: This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior discussions and/or agreements covering the subject matter of this Agreement.