Agrecalc Software Access and Use
1. TERMS AND CONDITIONS
1.1. These are the Terms and Conditions for Agrecalc Limited, a company incorporated in Scotland (registered number SC739008), with registered office at Peter Wilson Building, King’s Buildings, West Mains Road, Edinburgh, Scotland, EH9 3JG (the “Company”; “We“) in relation to the service provided to the Customer (“You“) through the Platform (“Service”).
1.2. These Terms and Conditions together with the Services Confirmation form the agreement between the Company and the Customer for the Services (“Agreement“). They apply to the exclusion of any other terms or conditions any party may seek to impose or incorporate.
2. DEFINITIONS
2.1. Definitions used in the Services Confirmation will have the same meaning when used in these Terms and Conditions.
2.2. The following definitions apply to these Terms and Conditions.
Business Day: any day which is not a Saturday, Sunday or public holiday in Scotland.
Company: Agrecalc Ltd, and may be referred to as “our”, “us” or “we” in these Terms and Conditions and the adjoining proposal, agreement or contract.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential.
Contract: means any written agreement between the Company and the Customer.
Customer: means the customer who subscribes to the Services as specified in the Services, including an Online Customer, and may be referred to as “you” and “your” in these Terms and Conditions and the adjoining proposal, agreement or contract.
Online Customer: means a customer who registers directly for use of Agrecalc software via https://www.agrecalc.com or connected sites.
Customer Data: the data inputted by the Customer or the End-User for the purpose of using the Services Confirmation including the Customer Personal Data.
Customer Personal Data: means any personal data (as defined in the GDPR) which will be processed (subject to the Data Protection Legislation) by the Company on behalf of the Customer in connection with this Agreement.
Data Protection Legislation: means unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation, as amended or updated from time to time, and then any successor legislation in the UK to the GDPR.
Effective Date: the date on which the Customer accepts these Terms and Conditions via the Services Confirmation.
End-User: means third parties to whom the Customer makes the Services available through the Platform.
Free Trial User: means the user who has subscribed to the Service via the Free Trial option on www.agrecalc.com, for the duration of three (3) months (92 days) from the date of purchase. The user acknowledges that this use of the Service is for non-commercial purposes only and accepts all limitations outlined in the description of the Service. The user’s data will be deleted upon the termination of the Free Trial period of three (3) months (92 days), unless the user subscribes to the paid version of the Service. All the Terms and Conditions outlined on this page are applicable to any and all users of the Service (the Platform), regardless of whether they’re using the Service via a Free Trial or a paid subscription.
GDPR: General Data Protection Regulation ((EU) 2016/679).
IPR (Intellectual Property Rights): means all software, patents, resulting results, data, calculations, models, rights to inventions, copyright and related rights, trademarks, service marks, trade business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights to confidential information (including know-how and trade secrets) and other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.
Normal Business Hours: 9am to 5pm local UK time, each Business Day.
Platform: Agrecalc Software Platform means the web-based portal and platform that hosts the Software and all Customer-specific data. The Customer is only able to utilise the Software through this Software Platform. It is defined as the current version of the software solution developed and hosted by Company for use by Customer, along with any updates, upgrades, modifications, or improvements made available thereto.
Payment Terms: means the payment terms set out in the Services Confirmation with respect to payment of the Subscription Fees.
Project: means the job specification to be undertaken by Agrecalc as set out in any services agreement.
Proposal: means an offer that is capable of acceptance. An offer must be specific, complete, capable of acceptance and intention to bound.
Results: means the results and data produced from the Customer’s or End-User’s use of the Services.
Services: the https://www.agrecalc.com, https://app.agrecalc.com, and https://agrecalc.cloud and any products and services provided by the Company to the Customer under this Agreement via the Website and Platform.
Services Confirmation means the services confirmation provided at https://www.agrecalc.com, https://app.agrecalc.com, and https://agrecalc.cloud, on the Payment Confirmation Page, or via email, containing details of the Subscription Term, Subscription Fees and Payment Terms and where these Terms and Conditions are accepted.
Software: the online software applications (including all source code and content therein) provided by the Company as part of the Services.
Subscription Fees: the monthly or annual subscription fees, or one-off payments, payable by the Customer to the Company in accordance with the Payment Terms.
Subscription Term: means the term of this Agreement as set out in the Services Confirmation.
“We”/“us”/“our”: means or refers to Agrecalc Limited or connected partners outlined in the proposal, agreement or contract;
Website: the website at http://www.agrecalc.com, or connected sites, or any other website notified to the Customer by the Company from time to time.
“You”/“your”: means or refers to the person(s) other than us who is or are party to the proposal, agreement or contract.
3. ENTIRE AGREEMENT
3.1. This Agreement is the entire agreement between the Company and the Customer. The Customer acknowledges that they have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Agreement.
3.2. By using the Service, the Customer confirms that they accept the Terms and that they agree to comply with them.
3.3. The Company advises that the Customer prints off a copy of these Terms and Conditions or save them on their computers for future reference.
4. BASIS OF AGREEMENT
4.1 The Company shall (subject to these Conditions) undertake the Project in exchange for payment of the Contract price. The Conditions shall be deemed incorporated into the Contract and shall govern the Contract to the exclusion of any other terms and conditions. The Contract constitutes the entire agreement between The Customer and The Company in respect of the Project.
4.2 In the event of any conflict between any provision of these Terms & Conditions and any other provision of the Contract, these Terms & Conditions, and its clauses, either wholly or severally, shall prevail.
4.3 No variation to these Conditions shall be binding on the Company. The Company’s employees or agents are not authorised to make any representations concerning the Project unless confirmed by the Company in Writing. In entering into the Contract, the Customer acknowledges that they are not relying on (and that they shall waive any claim for breach of) any representation which is not set out in the Contract. Please also see clause 19.1.
4.4 Where Agrecalc Limited is party to the Contract, outside of its software provision, it may sub-contract to partners at its sole discretion such of its obligations as it thinks fit.
5. RIGHT OF USE
5.1. The Company grants to the Customer from the Effective Date a non-exclusive, non-transferable right to use the Services and the pertaining documentation during the Subscription Term in accordance with this Agreement.
5.2. The Customer shall not (except to the extent expressly permitted under this Agreement), attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
- 5.2.1. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- 5.2.2. access all or any part of the Services in order to build a product or service which competes with the Services; or
- 5.2.3. do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Services or the Company’s Platform or Website generally, or which is likely to interfere with any other party’s use or enjoyment of the Services;
- 5.2.4. except as otherwise stated in this Agreement, use the Services to provide services to third parties; or
- 5.2.5. except as otherwise stated in this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or
- 5.2.6. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Agreement.
- 5.2.7. use or attempt to use any Artificial Intelligence (AI) technology to the detriment of the Platform, Website or the Company.
5.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.
- 5.3.1. If the Company’s ability to perform the Services is prevented or delayed by any failure by the Customer to fulfill any obligation listed in clause 5, hereinafter is defined as “The Customer’s Default”:
- 5.3.2. The Company will be entitled to suspend performance of the Services until the Customer remedies their Default, and to rely on the Customer’s Default to relieve the Company from the performance of the Services, in each case to the extent the Customer’s Default prevents or delays performance of the Services. In certain circumstances the Customer’s Default may entitle the Company to terminate the Contract under clause 16 (Termination);
- 5.3.3. The Company will not be responsible for any costs or losses the Customer sustains or incurs arising directly or indirectly from the Company’s failure or delay to perform the Services, as outlined in Clause 5.
5.4. The Customer agrees that they are responsible for all users who access the Services through their Account.
6. REGISTRATION
6.1. The Customer (you) can follow the Registration process by following the onscreen prompts as directed on https://www.agrecalc.com website, and on the https://agrecalc.cloud platform.
6.2. The Customer is responsible for ensuring that their information is complete and accurate. By entering the information to register for an Account, the Customer confirms that they have the authority to enter into the Agreement on behalf of your business where your business is a partnership, a company or an unincorporated entity.
6.3. Online Customers will submit their information in accordance with clause 6.1.; the Company then enters into a process of accepting their registration. Once the Account is created, the Company will send the Customer an email asking them to accept the Terms and Conditions of Service. At the point of acceptance, the Agreement between the Company and the Customer comes into existence.
7. SERVICES
7.1. The Company shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement. The Services Confirmation shall specify the Subscription Fees in accordance with the licence package the Customer has subscribed to.
7.2. The Company shall provide notice on the log-in page of the Platform for any upcoming planned outages due to maintenance. The Company is excluded from any and all liability for business interruption resulting from the Services being unavailable for whatever reason.
7.3. The Company will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Company’s standard customer support services during Normal Business Hours. This includes support provided by email.
7.4. The Customer may upgrade at any time to a more expensive licence package, but this will be subject to a new Agreement between the parties incorporating these Terms and Conditions. For Term and Termination, please see clause 16 of this Agreement.
7.5. The standard of Services is provided on an “as is” basis. The Company makes no guarantees that the Services will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access the Services.
7.6. The Service Confirmation form shall confirm all the details of the Service relevant to the Customer, unless otherwise stated.
8. CUSTOMER DATA AND RESULTS
8.1. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer and the Company are each a controller (where controller has the meaning defined in the Data Protection Legislation).
8.2. The Customer shall own all right, title and interest in and to all of the Customer Data. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Subject to clause 8.3, the Company does not monitor any Customer Data posted or provided by the Customer as part of the Services. The Company shall only process Customer Personal Data in accordance with this Agreement and as set out in the Company’s privacy policy (as amended from time to time).
8.3. Notwithstanding clause 8.2 above, the Company shall have the right to perform statistical analysis of the Customer Data and Results for the creation of aggregated and anonymised statistical data. Such anonymised data shall belong to the Company and may be licensed to third parties.
- 8.3.1. Commercial Sharing: The Company shall have the right to share the Customer’s data with third parties, following an agreement with the data controller. In the case of the data controller wishing to share their data with third parties, the data controller will confirm in writing and their data will be made available via a group portal with the third party for a set duration agreed with the data controller.
- 8.3.2. Deletion of Data: The Customer’s data is held by the Company and only accessed and managed by the Company, the Customer, or their nominated third party. This data will be held by the Company indefinitely and only used to support benchmarking data anonymously. The Customer can request the deletion of their account and subsequent identifiable data by writing to the Company, at which point all account and relevant data will be removed and permanently deleted, following the end of their subscription.
8.4. The Company shall have the right to share the Customer Data and Results with its affiliated companies for research purposes, but always subject to the obligations of confidentiality at clause 13 below.
8.5. The Company may use personal identifiable data of the Customer to provide the Services, and process the Payment for the Services. The Company may also inform the Customer about the similar Products or Services the Company provides. The Customer can choose to stop receiving these in accordance with the Company’s Privacy Policy, as amended from time to time.
8.6. The parties shall comply at all times with the Data Protection Legislation and shall not perform their obligations under this Agreement in such a way as to cause either party to breach any of its obligations under the Data Protection Legislation.
9. CUSTOMER OBLIGATIONS
9.1. The Customer shall provide the Company with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Company in order to provide the Services, including but not limited to Customer Data, security access information and configuration services.
9.2. The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and shall carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.
9.3. The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from the Company.
9.4. The Customer shall ensure that its network and systems comply with any relevant specifications provided by the Company from time to time and be solely responsible for procuring and maintaining its network and internet connections.
9.5. The Customer shall not, during the course of their use of the Services, access, store, distribute or transmit any material that:
- 9.5.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- 9.5.2. facilitates illegal activity;
- 9.5.3. introduces viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
- 9.5.4. infringes the intellectual property rights or data protection rights of any third party;
- 9.5.5. depicts sexually explicit images;
- 9.5.6. promotes unlawful violence;
- 9.5.7. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- 9.5.8. is otherwise illegal or causes damage or injury to any person or property.
10. THE COMPANY OBLIGATIONS
10.1. The Company undertakes that the Services will be performed with reasonable skill and care.
10.2. The undertaking at clause 10.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents. If the Services do not conform with this undertaking, the Company will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 10.1. Notwithstanding this, the Company:
- 10.2.1. does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and
- 10.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.3. This Agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
10.4. The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
11. RIGHTS IN THE SERVICES
11.1. All intellectual property rights in the Services are owned by or validly licensed to the Company.
11.2. Any IPR in any data, information or materials supplied to the Customer by the Company shall not pass to the Customer, but shall remain vested in the Company (or in any third party who may have such rights in goods supplied to the Company) and, unless expressly authorised to do so in terms of the Contract, the Customer may not alter or interfere with the same.
11.3. Software provided in relation to the Services are provided solely in relation to the Customer’s use of the Services in accordance with this Agreement and are not provided, or to be used, for any other purpose.
11.1. The Customer on a paid licence may print off their report generated as part of the Services for their own business use only.
11.5. The Customer may not modify the paper or digital copies of the Documentation or any other materials they have printed off or downloaded in any way from our Platform or through use of our Services.
11.6. Any use of data, information, reporting, results, estimates, calculations, outputs, and extrapolations generated through Agrecalc platform must credit Agrecalc as the source.
11.7. The Company reserves the right to change the access to, or the duration of the free licence status, according to the Company’s commercial interests and strategy.
12. PAYMENT
12.1. The Customer shall pay the Subscription Fees and / or service agreement fees to the Company in accordance with the Payment Terms and this clause 12.
- 12.1.1. The Subscription Fees are for one year of Services, and one year only. Upon expiry, the Customer must renew the subscription if they wish to continue using the Services unless otherwise specified in the agreement. The Company reserves the right to send notifications in order to remind the Customer about the expiry date.
- 12.1.2. Charges are outlined in the service agreement or for online customers displayed on our Website at https://www.agrecalc.com/home/pricing/. We reserve the right to change the Subscription Fees from time to time, but such increases will not affect the Subscription Fees for Services the Customer has already purchased. Every time the Customers wish to purchase Services, they are advised to check the Subscription Fees.
- 12.1.3. The Company may require the Customer to pay further Subscription Fees if their usage rises above the threshold level defined on our Website, or require additional services or modules as set out at https://www.agrecalc.com/home/pricing/. Customer will be notified of these changes, giving them the option to upgrade.
- 12.1.4. The Customer shall pay each invoice issued by the Company in accordance with the Payment Terms within 30 days after the date of such invoice. If the Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Company:
- 12.1.5. The Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- 12.1.6. Interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Royal Bank of Scotland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment, based on the Late Payment of Commercial Debts (Interest) Act 1998.
- 12.1.7. All amounts and fees stated or referred to in this Agreement shall be payable in pounds sterling, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate (where applicable).
- 12.1.8. Online Customers shall provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details.
- 12.1.9. Any Online Subscription Fees due for the Services are taken in advance. See Clause 12.1. and the Website at https://www.agrecalc.com/home/pricing/. We accept most major credit and debit cards. Please also see clause 16.5.
13. CONFIDENTIALITY
13.1. Each party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain.
13.2. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Agreement indefinitely.
13.3. Notwithstanding the terms of clause 13.1 and 13.2 above, the Company shall be entitled to reference the Customer as being a customer of the Company in relation to its marketing activities.
14. INDEMNITY
14.1. The Customer shall defend, indemnify and hold harmless the Company against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services including but not limited to the Customer’s breach of the Data Protection Legislation.
14.2. The Company shall defend the Customer, its officers, directors and employees against any claim that the Services infringes any copyright, trademark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- 14.2.1. The Company is given prompt notice of any such claim;
- 14.2.2. The Customer provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and
- 14.2.3. The Company is given sole authority to defend or settle the claim.
14.3. In the defence or settlement of any claim, the Company may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 (two) Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
14.4. In no event shall the Company, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- 14.4.1. a modification of the Services by anyone other than the Company; or
- 14.4.2. the Customer’s use of the Services in a manner contrary to the instructions given to the Customer by the Company; or
- 14.4.3. the Customer’s use of the Services after notice of the alleged or actual infringement from the Company or any appropriate authority.
14.5. The foregoing and clause 15 state the Customer’s sole and exclusive rights and remedies, and the Company’s entire obligations and liability, for infringement of any copyright, trademark, database right or right of confidentiality.
15. LIABILITY
15.1. This clause 15 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:
- 15.1.1. any breach of the Agreement however arising;
- 15.1.2. any use made by the Customer of the Services; and
- 15.1.3. any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement.
- 15.2.4 except as expressly and specifically provided in this Agreement:
- 15.2.4.1. the Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer’s direction;
- 15.2.4.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
- 15.2.4.3. the Services are provided to the Customer on an “as is” basis.
15.2. The Services are not intended to replace direct consultative advice as provided by a specialist in the Customer’s sector, and all Results are for the Customer’s information and guidance only. The Customer acknowledges that any Results are reliant on the Customer Data used to provide the Services. The Company shall not be liable for any loss, claim or damage, whether in contract, negligence, for breach of statutory duty, or otherwise, arising out of any reliance placed on any Results.
15.3. Nothing in these Terms seeks to exclude either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. However, beyond that, the Company excludes all other liability to the extent permitted at law.
15.4. Subject to clause 15.3, in no event shall either party be liable for any loss of business, loss of profit, loss or corruption of data, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill or for any indirect or consequential loss, and the Company’s total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to £100,000.
15.5. This clause 15 will survive the termination of the Contract.
16. TERM AND TERMINATION
16.1. The Company reserves the right to terminate the Contract and close your Account for any reason by giving you 30 days’ notice.
16.2. The Agreement will continue for the Subscription Term or outlined arrangement term unless either party gives written notice to the other party to terminate the Agreement; or unless the Agreement is otherwise terminated under the remaining provisions of this clause 16. Any Subscription Fees that have been paid in advance by the Customer prior to the termination date of the Agreement will not be refunded under this Agreement. Customers may separately request the deletion of their data held by the company which will be stored for anonymised benchmarking purposes.
16.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may suspend or terminate this Agreement without liability to the other if:
- 16.3.1. The other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
- 16.3.2. The Customer fails to pay any amount due under the Contract on the due date of payment; or
- 16.3.3. The Customer takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with their creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of their assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- 16.3.4. The Customer’s financial position deteriorates to such an extent that in our opinion their capability to adequately fulfil their obligations under the Contract has been placed in jeopardy.
- 16.3.5. The other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or
- 16.3.6. The other party ceases, or threatens to cease, to trade.
16.4. On termination of this Agreement for any reason:
- 16.4.1. all licences granted under this Agreement shall immediately terminate;
- 16.4.2. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
- 16.4.3. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
16.5. For the Customers who have purchased Products and/or Services via the e-commerce facility on www.agrecalc.com , additional regulations as defined in our Cancellation Policy (as amended from time to time) apply.
17. DISPUTE RESOLUTION
17.1. In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place in Scotland. The mediation agreement referred to in the Model Procedure shall be governed by Scots Law.
17.2. If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 19.
18. GENERAL
18.1. The Company reserves the right to change the Terms and Conditions from time to time, and therefore may present new, revised, or different Terms and Conditions that determine your continued use of the Services. Any revised or additional Terms and Conditions will be posted on the Website Terms and Conditions page and inside the Platform, and will be effective immediately on your acceptance of any new or revised Terms and Conditions.
18.2. If either party chooses to waive any particular right it has under the Agreement on any occasion, this does not prevent it from exercising that right on another occasion.
18.3. Each party undertakes to ensure that it shall not reduce or diminish the reputation, image, and prestige of the other party through use or provision (as applicable) of the Services.
18.4. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.5. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.
18.6. The Company shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions, or accidents beyond its reasonable control (Force Majeure).
- 18.6.1. If a Force Majeure that affects the performance of the Company’s obligations under the Contract takes place:
- 18.6.1.1. The Company will contact the Customer as soon as reasonably possible; and
- 18.6.1.2. The Company’s obligations under the Contract will be suspended and the time for performance of The Company’s obligations will be extended for the duration of the Force Majeure.
18.7. The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else.
18.8. The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
18.9. Non-solicitation: the Customer must not attempt to procure services that are competitive with the Services from any of the Company’s directors, employees, or consultants, whether as an employee or on a freelance basis, during the period the Company is providing the Services to the Customer and for a period of twelve months following the termination of the Contract.
18.10. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.11. All notices required or permitted under the Agreement will be in writing which shall include email ([email protected]). Any notice shall be deemed to have been duly received:
- 18.11.1. if delivered personally, when left at the address and for the contact provided by the receiving party;
- 18.11.2. if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting;
- 18.11.3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; and
- 18.11.4. if sent by email, at the time of transmission if no failed delivery message is received by the sender, or by 9.00 am the next working day after transmission.
18.12. The provisions of clause 18.11 above shall not apply to the service of any proceedings or other documents in any legal action.
19. LAW AND JURISDICTION
19.1. The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and the Company regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal the Company may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.
19.2. If there are any disputes arising out of use of the Service or relating to the Agreement, then these will be governed by the laws of Scotland. If either party requires to raise court proceedings in relation to any such dispute, then the courts of Scotland shall have exclusive jurisdiction under this Agreement in relation to those proceedings.