Terms & Conditions
AB AGRI TERMS AND CONDITIONS
Can be viewed here
Web Portal & App – Terms of Use
1. Introduction
1.1 This web portal http://app.feedlync.com (“Web Portal”) and the ancillary mobile application (“App”) are provided to you by CowConnect ApS, a company incorporated and registered in Denmark with company number 38546635 (“Us”, “We” or “Our”).
1.2 These Terms of Use (“Terms”) set out the terms and conditions for use of this Web Portal, the App and any of the services available via this Web Portal (the “Services”). By using this Web Portal, the App or any of the Services (whether as a result of your subscription to the Services or because you are a Designated User as defined in Condition 2.8), You indicate that You accept these Terms and that You agree to be legally bound by them. If You do not agree to these Terms, please do not access or use this Web Portal or the App.
1.3 We may change these terms at any time by posting changes online at www.feedlync.com. Please review these Terms regularly to ensure You are aware of any changes made by Us. Your continued use of this Web Portal or the App after changes are posted means You agree to be legally bound by these terms as updated and/or amended.
1.4 We only use any personal data we collect through your use of this Web Portal, the App and the Services in the ways set out in our privacy policy (the current version of which is available online on this portal).
2. Accessing and Using this Web Portal and the App
2.1 In consideration of you agreeing to abide by these Terms and payment of the subscription fee (as detailed in Condition 7 below) by you or your employer (as applicable), We hereby grant to you a non-exclusive, non-transferable, non-sublicensable licence to use the Web Portal and the App in the territory in which your address (as stated in the order form) is located for the subscription period (as detailed in Condition 7 below) on the terms and conditions set out herein (the “Licence”). The Licence allows you to install the App onto one or more devices.
2.2 You must treat your username and password as confidential and You must not disclose them to any third party. We have the right to disable any username or password at any time if in Our opinion You have failed to comply with any of the provisions of these Terms.
2.3 We will not be liable if for any reason this Web Portal or the App is unavailable at any time for any period.
2.4 From time to time, We may restrict access to some parts of this Web Portal or the App, or the entire Web Portal or App, to users who have registered with Us.
2.5 You shall not:
a) use the Web Portal or the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including without limitation viruses, or harmful data, into the App or any operating system;
b) except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of this Web Portal or the App in any form or media or by any means;
c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of this Web Portal or the App;
d) access all or any part ofthis Web Portal or the App in order to build a product or service which competes with this Web Portal or the App;
e) use this Web Portal or the App to provide services to third parties;
f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make this Web Portal or the App available to any third party; or
g) obtain, attempt to obtain, or assist any person in obtaining, access to this Web Portal or the App other than as permitted under these Terms.
2.6 Where we, or any third party acting on our behalf, have provided you with a mobile data connection, you shall not use any such mobile data connection for purposes other than your use of the Services nor use any such mobile data connection following expiry of the Licence.
2.7 You agree that you shall only use the results or information accessed or generated through use of the Web Portal or the App (the “Results”) for your internal business purposes and that, unless otherwise expressly agreed with Us in writing, you shall not commercialise the Results in any way nor share the Results with any third parties.
2.8 If you would like a vet, consultant or other third party (“Designated User”) to have access to your online account and edit rights in respect of the information on your account (including, without limitation, the ability to make changes to diets or update ingredients of blends), you should notify us of this and provide us with the Designated User’s email address. We will then provide you with an email containing a username and link to the Web Portal that you may pass on to the Designated User to enable them to register for access your account. You will be responsible for:
(a) ensuring that the details supplied to us in relation to the Designated User are accurate; and
(b) notifying us without delay using the information on the Contact section of the Web Portal or App if you want the Designated User’s access to your account to be terminated.
For the avoidance of doubt, if you are a Designated User you shall be subject to the terms and conditions of this Agreement in the same way as all customers except that you shall not benefit from the rights set out in this Condition 2.8.
2.9 We reserve the right charge a fee in respect of Designated Users. We will give you prior notice of any intention to charge such a fee.
2.10 We shall not be responsible for an individual retaining access to your online account if you have not informed us that you want their access to be terminated. You are aware and accept that upon receiving notice that you want the individual’s access to be terminated, we shall have five working days in which to implement such request.
2.11 Where your access to the Web Portal or the App is arranged by a person or entity who pays Us for the Service (“Organiser”), the Organiser will automatically have access to your account. If you want to terminate this arrangement you have the option of deactivating such access arrangement.
2.12 If you are an Organiser, any party for whom you arrange access may terminate your access to their account at any time.
2.13 If you breach any of these Terms We may, at Our discretion, immediately suspend or terminate your right to use this Web Portal and the App.
3. Uploading Content to this Web Portal and the App
3.1 If You input any information, data, commentary, materials or other content via this Web Portal or the App, whether directly or indirectly via linked platforms including, but not limited to, Dinamica Generale, Uniform Agri, Unitas (“User Content”), You warrant that You have the right to make it available to Us for all the purposes specified in these Terms and the Privacy Policy and that granting such access to Us (and the Designated User and/or Organiser as applicable) and our use as specified in these Terms and the Privacy Policy shall not infringe any third party’s intellectual property or other rights. Without prejudice to Condition 2.5, You agree not to upload any content or data which is or may be harmful or damaging to the Web Portal or the App or their underlying software.
3.2 Where You are not the Organiser, you agree that User Content will be made available to the Organiser in an identifiable format.
3.3 Some of the data available on this Portal and the App come from third party sources. We do not take any responsibility for any User Content nor for any data obtained through third party sources, whether with respect to their accuracy, reliability or otherwise.
3.3 We have the perpetual, irrevocable, transferable, sub-licensable right to collect, combine, store, use, transfer and/or sell User Content in a non-identifiable format as further detailed in the Privacy Policy.
4. Intellectual property rights
4.1 We are the owner or the licensee of all copyright and other intellectual property rights in this Web Portal and the App, and in the material published on them. We also own all copyright and other intellectual property rights in the Results and in all other information calculated or generated from User Content or information taken from User Content in the process of providing the Services. All such rights are reserved.
4.2 Save as expressly permitted, no part of this material may be reproduced in any form including, without limitation, storing it in any medium by electronic means whether or not temporary or incidental to some other use.
4.3 You must not use any part of the materials on this Web Portal or the App for commercial purposes without obtaining a licence to do so from Us or Our licensors.
4.4 You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way using this Web Portal or the App except as expressly permitted by Us. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.5 Our status (and that of any identified contributors) as the source of material on this Web Portal or the App (as applicable) must always be acknowledged.
4.6 If You print off, copy or download any part of this Web Portal or the App in breach of these terms of use, Your right to use this Web Portal and the App will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.
5. Disclaimers and Limitation of Liability
5.1 The material on this Web Portal and the App, including, without limitation, the information, names, images, pictures, logos and icons regarding or relating to Us and/or Our products and services (or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We may make changes to the material on this Web Portal, the App or to the products and prices described in them, at any time without notice. The material on this Web Portal or the App may be out of date, and We make no commitment to update such material.
5.2 Where this Web Portal or the App contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them.
5.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of this Web Portal or the App or to Your downloading of any material posted on it, or on any website linked to it.
5.4 We do not warrant that the operation of the Web Portal or the App will be uninterrupted or error free nor that the Results shall be completely accurate or reliable. You acknowledge that the Results are not intended to be relied upon, whether for making any decision relating to your business or farming policies or practices or otherwise, and are intended to be used as one of a number of considerations in relation to which you will make such decisions using your discretion and judgement. You accept that (to the extent permitted by law and subject to Condition 5.7) all use of and reliance on any Results shall be at your sole risk and that We shall not be liable, whether in contract, tort or otherwise, for the consequences of your use of or reliance on any Results.
5.5 Except as set out in these terms, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Web Portal, the App and the Results, their fitness for any particular purpose (even if that purpose is made known expressly or by implication to Us), their non-infringement are hereby expressly excluded to the fullest extent permitted by law.
5.6 The following provisions 5.6 to 5.8 set out Our entire liability (including, without limitation, any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: (a) any claim under or in connection with this agreement including without limitation use of the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us granting you the Licence and/or making available the Web Portal, the App and/or the Results.
5.7 Nothing in these terms and conditions excludes or limits Our liability: (a) for death or personal injury to humans caused by Our negligence; (b) for any matter which it would be illegal for Us to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
5.8 Subject to Condition 5.7, Our total aggregate liability for any claim (or series of connect claims) under or in connection with this agreement including, without limitation, (a) this Licence, the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us making available the Web Portal, the App and/or the Results, shall be limited to £1000. We shall not be liable to you (whether in contract, tort or otherwise) for any pure economic loss, loss of data, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect) or for any indirect or consequential loss whatsoever and howsoever caused.
6 App Specific Terms
6.1 The ways in which you can use the App may also be controlled by Apple’s or Google Play’s (as applicable) rules and policies available on the respective platform.
6.2 The App requires an Android device or Apple iOS (latest version or up to three versions prior) with a minimum of 1 gigabyte of memory.
6.3 We may update or require you to update the mobile application software at any time at no additional charge. For the avoidance of doubt, any new version which incorporates new functionality shall not count as an update for the purposes of this condition.
6.4 You will, at your own cost, be responsible for:
a) providing and maintaining the operational and environmental conditions necessary for the proper functioning of the mobile application software;
b) internet connections and communications links involving the mobile application software (and any data derived from its operation); and
c) ensuring that the mobile application software is operated in a proper manner by competent trained employees
7 Subscription
7.1 The subscription period will start on the date specified on the invoice for the subscription and will continue unless terminated earlier under Condition 7.5 and provided that you pay the subscription fee in accordance with Condition 7.2 below.
7.2 Unless otherwise agreed with Us in writing or where an Organiser is purchasing a subscription on Your behalf, You agree to pay the applicable subscription fee as detailed on the Web Portal.
7.3 The subscription period will automatically be renewed for a subsequent twelve month upon your payment of the renewal of your subscription fee as detailed on the Web Portal.
7.4 We may terminate your Licence immediately by written notice to you if you commit a material or persistent breach of any term of this Licence which you fail to remedy (if capable of remedy) within 14 days after the service of written notice requiring you to do so.
7.5 Either party may terminate this Licence at any time on at least one month’s written notice to the other party. For the avoidance of doubt, in the event of termination by Us pursuant to this Condition 7.5, you shall be entitled to a refund of fees paid in advance calculated on a pro rata basis for the period for which you will not have the benefit of the Licence. In the event of termination by You, no refund shall be payable in respect of any prepaid fees.
7.6 Upon termination for any reason:
all rights granted to you under this Licence shall cease;
you must cease all activities authorised by this Licence; and
you must immediately delete or remove the App from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
8 Support
We shall provide high-level support with your set-up and use of the Web Portal and the App via our email and telephone support service. We will use reasonable endeavours to respond to any support query within a reasonable time. 9. General
9.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing
9.2 If any of these Terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
9.3 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
9.4 These terms are governed by English law and are subject to the exclusive jurisdiction of the English courts.
September 2024 version
TERMS AND CONDITIONS OF SALE UK & EUROPE
These Terms and Conditions of Sale (the “terms and conditions”) are effective from September 2024.
1. Definitions
1.1 In these Terms and Conditions:
Application means the Supplier’s real time nutritional analysis app(s) which have been installed on the Product and the Web Portal, as updated from time to time;
Buyer means the company, partnership or person placing an order for the Product. In these terms and conditions, a person includes a natural person, corporate or unincorporated body (whether or not a separate legal entity);
Contract means an individual contract between the Supplier and the Buyer for the sale and purchase of the Product on these Terms and Conditions;
Event of Force Majeure means (i) any circumstances beyond the control of the Supplier (including, but not limited to, acts of God, governmental actions, strikes or other labour disputes (whether or not relating to the Supplier’s workforce), lock-outs, accidents, war or national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, adverse weather conditions, epidemic, fire, reduction in or unavailability of power at manufacturing plant, breakdown, stoppage, slow working or reduced efficiency of plant or machinery, restraints or delays affecting carriers, shortage or unavailability of raw materials from normal sources of supply), unexpected cost increases (including in the cost of manufacture and processing or obtaining raw materials from alternative sources of supply) caused by unexpected events such as severe weather, or (ii) the amendment or coming into force of any legal provision adversely affecting the Supplier in relation to the production, import, export or sale of the Product or any element thereof or materials for production of the Product;
Hardware means gateway, terminal, connection cable or such other devices as may be set out in the relevant order;
Insolvency Event occurs when (i) the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver and/or manager, administrator or administrative receiver appointed of the Buyer’s undertaking or any part thereof, or the Buyer’s credit-worthiness materially deteriorates; or documents are filed with the court for the appointment of an administrator of the Buyer’s undertaking or notice of intention to appoint an administrator is given by the Buyer or the Buyer’s directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer’s undertaking or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the Buyer’s insolvency or possible insolvency; or (ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on the Buyer’s property or to be obtained by the Buyer, or the Buyer fails to observe or perform any of the Buyer’s obligations under the Contract or any other contract between the Supplier and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or (iii) analogous proceedings or events to those specified above are instituted or occur in relation to the Buyer elsewhere than in England and Wales.
Loss(es) means any loss, claim, liability, expenses or damages suffered or payable whether arising directly or indirectly;
Operating Guidelines means the guidelines and instructions for use of the Product available on the Web Portal, as updated from time to time;
Portal Terms means the agreement between Cowconnect ApS and the Buyer governing the Buyer’s use of the Software, as set out in Appendix A to these terms and conditions;
Product means the Supplier product consisting of the Hardware and, where Software is also being licensed, the Subscription;
Software means such Supplier software as may be set out in the relevant order or any software pre-installed on the Hardware;
Specification means the specification of the Product set out on the Web Portal;
Subscription means subscription to the Software for the duration set out in the relevant order, subject to the relevant terms of these Terms and Conditions and the Portal Terms;
Supplier means either: Cowconnect ApS, a Danish company registered under company number 38546635 with registered address at Middelfartvej 77, 5466 Asperup, Denmark where the Buyer is located in Europe; or AB Agri Limited, trading as “Feedlync”, an English company registered under company number 193800 with registered address at Weston Centre, 10 Grosvenor Street, London W1K 4QY where the Buyer is located in the United Kingdom;
Support Services means the support services provided by the Supplier in relation to the Software for the term of the Subscription;
Update means an update to the Software, including improvements, extensions, code corrections and other changes;
Web Portal means the website where the Buyer may view the results generated by the Product (with the applicable web address set out on the following webpage: https://app.feedlync.com);
Working Day means Monday to Friday (except Bank Holidays in England or Denmark);
1.2 Words used in these Terms and Conditions in the singular tense are to be read to include the plural and references to a person are to be read to include companies, partnerships and other similar undertakings.
2. Application of these Terms and Conditions
2.1 Unless otherwise agreed in writing, these terms and conditions are the only terms and conditions upon which the Supplier is prepared to deal with the Buyer and they shall govern and are incorporated into every contract for the sale of a Product (to the extent described in Condition 2.2 and without prejudice to Condition 2.3) made by or on behalf of the Supplier. They apply to the entire exclusion of and prevail over all other terms or conditions (whether or not in conflict or inconsistent with these terms and conditions), including those of the Buyer or which are implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by an authorised representative of the Supplier and any purported provisions to the contrary are hereby excluded or extinguished.
2.2 The only provisions of these terms and conditions applicable to sales of Subscriptions are Conditions 1-6. In all other respects a Subscription shall be subject to the Portal Terms.
2.3 Acceptance by the Buyer of delivery of the Product is (without prejudice to any other manner in which acceptance of these terms and conditions may be evidenced) deemed to constitute unqualified acceptance of these terms and conditions and the Portal Terms.
2.4 Where the Buyer has been authorized to distribute the Product, the Buyer shall ensure that: (i) its customers are made aware that the Subscription is subject to the Portal Terms; (ii) it promptly provides the Supplier with the customer’s name and such contact details as may be reasonably required in order for the Supplier to be able to provide support to the customer in accordance with the support obligations set out in the Portal Terms and the Buyer shall comply with all data protection and other applicable laws in the course of dealing with such information, including, without limitation, by obtaining the customer’s consent to sharing their personal data with the Supplier.
2.5 If, subsequent to any Contract, a contract of sale is made between the Supplier and the Buyer in respect of a Product without reference to any conditions of sale or purchase, such contract however made is deemed to be subject to these terms and conditions.
2.6 The Supplier reserves the right to replace or amend these terms and conditions and any such replacement or amendment shall apply to the exclusion of these terms and conditions with effect from the date of written notice by Supplier of its revised terms and conditions. For these purposes it shall be sufficient for the Supplier to notify the Buyer that it has revised its terms and conditions and that such revised terms and conditions are accessible on the Supplier’s website or via any other medium accessible to the Buyer.
3. Orders
3.1 Each order or acceptance of a quotation for the Product by the Buyer from the Supplier shall be deemed to be an offer by the Buyer to buy the Product subject to these terms and conditions and is subject to acceptance by the Supplier. Each acceptance of an order by the Supplier shall give rise to a separate Contract. The Buyer is responsible to the Supplier for ensuring the accuracy and completeness of the terms of any order and any applicable specification submitted by the Buyer.
3.2 No order shall be binding on the Supplier unless and until it has been accepted in writing or performed by the Supplier. The Supplier shall use its reasonable endeavours to meet the Buyer’s requested delivery timings but reserves the right to vary delivery deadlines where operationally necessary. Subject to Conditions 4.3 and 11, once the Supplier has accepted an order, the Buyer may not cancel the order except with the prior written agreement of the Supplier and on terms that the Buyer must indemnify the Supplier in full against all Losses to the extent such Losses cannot reasonably be mitigated by the Supplier, (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses reasonably and properly incurred by the Supplier as a result of the cancellation.
3.3 The Buyer may request a cancellation of their order by notifying the Supplier within 30 days of the Buyer’s first use of the Product, such date to be as determined by the Supplier, and the Supplier will arrange for collection the Product from the Buyer. If the Product is damaged in any way, the Buyer shall be liable for such damage.
4. Prices
4.1 Unless otherwise agreed by the Supplier in writing and subject to these terms and conditions:
(a) the price payable for the Product shall be the price quoted by the Supplier or any of its authorised agents or, if no price is quoted, as set out in the Supplier’s current list price in Euros or the Buyer’s local currency, as applicable;
(b) the price for the Product shall be exclusive of all costs and charges in relation to carriage, insurance, installation, transport and duties all of which amounts the Buyer shall pay in addition when it is due to pay for the Product.
4.2 All prices are exclusive of any applicable value added tax (or any similar or equivalent sales taxes or duties), which the Buyer is additionally liable to pay to the Supplier.
4.3 Notwithstanding Condition 4.1 and without prejudice to Condition 11, the Supplier reserves the right at its sole election, at any time before delivery, to increase the price of the Product, and notwithstanding anything contained in the Contract to pass on to the Buyer any increase in the costs to the Supplier of producing and/or supplying the relevant product including any such increases which are due to any factor beyond the control of the Supplier (such as, without limitation, a significant increase in the costs of, or shortages or the unavailability of, labour or materials, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, any change of delivery dates). The Supplier shall notify the Buyer of any such price increases and the Buyer shall have the right to refuse to pay such additional costs by notice in writing to the Supplier, within two (2) Working Days of receipt of notice from the Supplier of the relevant price increase under this Condition 4.3, in which case the Buyer shall be deemed to have cancelled its order for the Product, without liability to either party. The rights of the Supplier under this Condition 4.3 are in addition to any other rights the Supplier may have.
5. Terms of payment
5.1 The Supplier or its authorised agent shall be entitled to invoice the Buyer on or at any time after it has accepted the Buyer’s order for the Product.
5.2 Unless otherwise agreed in advance in writing, signed by a director within the Supplier, the Buyer shall pay for the Product in the currency specified in the relevant invoice in cleared funds within the number of days stipulated in the invoice and, unless otherwise agreed in writing, prior to despatch or installation of the relevant product (as applicable), notwithstanding that property in the Product has not passed to the Buyer. Time for payment shall be of the essence.
5.3 The Buyer shall make all payments due under the Contract in full to the Supplier to the bank account as stipulated on the invoice the Supplier and without any deduction whether by way of set-off, counterclaim, discount, or abatement.
5.4 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available, the Supplier shall be entitled to: (i) suspend any further deliveries to the Buyer (without prejudice to the Supplier’s right subsequently to terminate the Contract for the same cause should it so decide) until any default by the Buyer be remedied and if the Product has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; (ii) by notice in writing terminate wholly or in part any and every order or Contract between the parties; and (iii) (both before and after any judgment), in respect of any unpaid amounts, charge interest at a rate equal to the higher of the interest rate payable on court judgments or 4% above the base rate from time to time of Barclay’s Bank plc accruing on a daily basis from the due date until payment is made.
6. Delivery
6.1 Delivery shall be made in accordance with the Incoterms stipulated in the order confirmation or as otherwise agreed. All times, dates or periods given for delivery are estimates given in good faith but without any responsibility on the Supplier’s part. The Buyer is required to accept delivery of Product within 7 days of the Supplier giving the Buyer notice that the Product is ready for delivery. The Product may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Unless otherwise agreed by the Supplier in writing the Product will be delivered by a Supplier representative on site at the Buyer’s premises or by courier or registered post (at the Buyer’s cost). If the Buyer requests delivery in any other manner and the Supplier has agreed to such changes in writing, any difference in price shall be charged to the Buyer’s account.
6.3 In respect of a Subscription purchased subsequent to the Buyer’s purchase of the Product, the relevant Software may be installed on the Product remotely or by such other means as shall be notified to the Buyer.
6.4 The Buyer shall provide at the delivery point and at its own expense, adequate equipment and labour for taking delivery of the Product.
6.5 The Supplier shall not be liable (whether in contract or for negligence or otherwise howsoever arising) for: (i) loss of or damage to the Product occurring prior to delivery; or (ii) non-delivery of the relevant product, unless claims to that effect are notified in writing by the Buyer to the Supplier within five days of the quoted delivery date.
6.6 If the Buyer shall fail to give notice in accordance with Condition 6.5 above the relevant product shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery or loss shall thereafter be wholly barred.
7. Passing of title and risk
7.1 Risk of any loss or damage to the Product shall pass to the Buyer on delivery or, if the Buyer wrongfully fails to take delivery of the Product, the time when the Supplier has tendered delivery of the Product. Notwithstanding delivery and the passing of risk in the Product, or any other provision of these terms and conditions, ownership of the Product shall only pass when the Supplier has received in cash or cleared funds payment in full of the price of the Product.
7.2 Until title to the Product has passed to the Buyer, the Buyer shall: (a) hold the Product on a fiduciary basis as the Supplier’s bailee; (b) store the Product separately from all other goods held by the Buyer so that they remain readily identifiable as the the Supplier’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Product; (d) maintain the Product in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; (e) notify the Supplier immediately if the Buyer becomes subject to an Insolvency Event; and (f) give the Supplier such information relating to the Product as the Supplier may require from time to time. Notwithstanding the foregoing, the Buyer may resell or use the Product in the ordinary course of its business, provided that: (i) the proceeds of any such resale are received and held by the Buyer in a separate bank account as identifiable funds on trust for the Supplier; (ii) as between the Buyer and its customer(s) the Buyer shall sell the Products (at its own cost and expense) as principal and the Buyer shall not commit the Supplier to any contract with or liability to the Buyer or any other person; and (iii) as between the Supplier and the Buyer, the Buyer shall sell the Products in a fiduciary capacity as agent for the Supplier.
7.3 Until title passes, the Buyer shall insure and keep insured the Product for its full price against all risks to the reasonable satisfaction of the Supplier. Until property in the Product passes to the Buyer, the Buyer shall hold the proceeds of any claim on such insurance policy on trust for the Supplier and shall forthwith account to the Supplier for such proceeds.
7.4 If before title to the Product passes to the Buyer the Buyer becomes subject to an Insolvency Event or the Supplier reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Buyer to deliver up the Product and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Product is stored in order to recover it.
7.5 Where the Supplier is unable to determine whether any Products are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Supplier to the Buyer in the order in which they were invoiced to the Buyer.
7.6 Notwithstanding the provisions of this Condition 7, the Supplier shall be entitled to bring an action against the Buyer for the price of the Product in the event of non-payment by the Buyer by the due date even though property in the Product has not passed to the Buyer and/or has the right by notice to the Buyer at any time after delivery to pass property in the Product to the Buyer as from the date of such notice.
8. Conditions, warranties and representations
8.1 Subject to the remainder of this Condition, the Supplier agrees that the Hardware will meet the Specification in all material respects for a period of 12 months from delivery to the Buyer.
8.2 The Supplier shall promptly replace any Product (or part thereof) which has been returned to the Supplier and which in the reasonable opinion of the Supplier breaches the warranty contained in Condition 8.1. The decision to carry out repairs or provide replacements where the relevant claim is not covered by the warranty shall at the Supplier’s full discretion and the Supplier shall have the right to charge for any such replacement or repair. The Supplier shall be responsible for costs involved in returning a Product which breaches the warranty in Condition 8.1.
8.3 Except as set out in these terms and conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Product, its fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Supplier), the accuracy or reliability of any results or information generated through use of the Product, its non-infringement or as to the correspondence of the Product with any description or sample are hereby expressly excluded to the fullest extent permitted by law.
8.4 The Buyer acknowledges and agrees that it has not entered into any contract or placed any order in reliance on any statement or representation of any person (whether a party to this Contract or not) other than as expressly set out in these Terms and Conditions or the relevant Contract.
8.5 Without limiting the generality of the foregoing, the Buyer irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind any Contract or cancel any order by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to the Contract or not) and upon which it has relied in entering into any Contract or placing any order.
8.6 If the Supplier breaches any of the warranties in Condition 8, the Buyer shall promptly notify the Supplier and will allow the Supplier a reasonable opportunity to correct the breach. This Condition states the Buyer’s sole remedy and the Supplier’s sole liability for any breach of the warranty in Condition 8.1. However, if the Supplier fails to remedy a breach in the manner set out in this Condition 8.6, the Supplier’s liability for such failure will be limited to a sum equal to the amount paid by the Buyer for the Product.
8.7 The Buyer has no rights under the warranty contained in Condition 8.1 with respect to defects or non-conformities caused by (i) the Buyer’s failure to follow the Operating Guidelines or the Buyer’s use of the Product where the Buyer has failed to take proper care of it, damaged it or used it in a harsh environment (including, without limitation, by exposing the Product to any of the following conditions: rain or water, high humidity, excessive cold, extreme temperature changes, or restricted ventilation); (ii) any failure to comply with any restrictions or update requirements as set out in the Portal Terms (iii) acts or omissions of persons other than the Supplier or its authorised representatives in contravention of anything contained in the Operating Guidelines; (iv) the Product being accidentally damaged, disassembled, modified, or repaired, in each case by any party other than the Supplier or its authorised agents; or (v) the Buyer’s breach of any of these terms and conditions.
Cancellation Rights for Consumers purchasing online or via telephone
8.9 If the Buyer is contracting as a consumer and has purchased the Product online or over the phone, the Buyer shall have the right to cancel their order within 14 days of the date on which the Buyer receives the Product. The Buyer may cancel their order within such period by emailing the Supplier at [email protected]. The Buyer is not required to return the Product in its original packaging but must ensure that the Product is packaged in a way that will prevent it from getting damaged. The Buyer shall bear the costs for returning the Product to the Supplier. The Supplier shall issue a refund within 28 days of receiving the Product from the Buyer.
9. Restrictions on Use
9.1 The Buyer is responsible for complying with all manufacturer’s recommendations regarding the use of any third party products used in connection with the Product and, if in doubt, must contact that manufacturer or check their website. The Supplier accepts no liability for any Losses arising from a failure by the Buyer or any end user of the Product to follow the relevant manufacturer’s recommendations.
9.2 The Buyer shall use the Product in compliance with all applicable laws.
9.3 The Buyer shall not use the Product for purposes other than those for which it is intended. For the avoidance of doubt, and without prejudice to the foregoing restriction, under no circumstances should the Buyer use the Product to access any third party websites.
10. Limitation of Liability
10.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of a Contract; including wilful breach; (b) any claim in connection with the Product, supply of any of the foregoing by the Supplier, or the use of any of the foregoing by the Buyer or end user; or (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in these terms and conditions excludes or limits the liability of the Supplier: (a) for death or personal injury to humans caused by the Supplier ‘s negligence; (b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
10.3 Subject to Condition 10.2, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total price paid or payable for the Product or, if the relevant claim relates to an identifiable component of the Product, the cost ascertained by Supplier as being attributable to that component.
10.4 Subject to Condition 10.2, the Supplier shall not be liable to the Buyer (whether in contract, tort or otherwise) for any pure economic loss, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect), for any indirect or consequential loss whatsoever and howsoever caused which arise out of or in connection with the Contract or for any losses which the Buyer suffers through the use of or reliance on any results or information generated through use of the Product.
10.5 The Buyer is responsible for making its own arrangements for the insurance of the Product and for insuring itself against all risks associated with its use of the Product.
11. Force Majeure
11.1 If by reason of an Event of Force Majeure the Supplier is prevented from or hindered in or delayed in manufacturing, obtaining or delivering (by normal route or means of delivery) the Product, or if by reason of such an event the Supplier can only manufacture, obtain or deliver (by normal routes or means of delivery) the Product at an increased cost which is unacceptable to the Supplier, the Supplier shall: (a) not be liable to the Buyer or deemed to be in breach of the Contract by reason of any resulting delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Product; and (b) be entitled (without liability to the Buyer) to cancel any order or to delay delivery. Where any such Event of Force Majeure continues for a period of more than 14 days, the Supplier shall be entitled to terminate the Contract on notice in writing to the Buyer.
12. Disposal of the Product – Compliance with WEEE Regulations
12.1 The Product consists of Electronic and Electrical Equipment (“EEE”) for the purposes of the WEEE Regulations 2013. The Buyer must dispose of the Product in compliance with all laws and regulations that may apply in the jurisdiction in which the Buyer is located. Please note that for the purposes of the WEEE Regulations, the battery must also be disposed of separately from regular waste. c
13. Intellectual Property Rights
13.1 All Intellectual Property Rights in and to the Product belong to and will remain vested in the Supplier, its licensors or the manufacturers of any third party component (as applicable) at all times. You shall not obscure, remove or alter any trade marks, patent numbers, labels, serial numbers, product identification, copyright or other notices affixed to the Product or any part thereof or to any related documentation or packaging.
13.2 The Supplier may refer to the Buyer in marketing and promotional materials as being a user of the Product.
14. General
14.1 A waiver of any right or remedy under the Contract is only effective if given in writing. Any waiver by the Supplier of any breach, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Contract.
14.2 Subject to Condition 2.6, this Contract may only be varied by the written agreement of both parties and (in the case of the Supplier) must be signed by a duly authorised representative of the Supplier.
14.3 If, in any particular case, any provision of these terms and conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Contract, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these terms and conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
14.4 The Supplier may assign the Contract or sub-contract the whole or any part thereof. The Buyer shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Supplier.
14.5 The rights and remedies of the Supplier under these terms and conditions shall be cumulative and no right or remedy of the Supplier set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.
14.6 Nothing in these terms and conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
14.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
14.8 The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts, including (without limitation) in respect of any application for injunctive or ancillary relief.
APPENDIX A
PORTAL TERMS
Web Portal & App – Terms of Use
1. Introduction
1.1 This web portal http://app.feedlync.com (“Web Portal”) and the ancillary mobile application (“App”) are provided to you by CowConnect ApS, a company incorporated and registered in Denmark with company number 38546635 (“Us”, “We” or “Our”).
1.2 These Terms of Use (“Terms”) set out the terms and conditions for use of this Web Portal, the App and any of the services available via this Web Portal (the “Services”). By using this Web Portal, the App or any of the Services (whether as a result of your subscription to the Services or because you are a Designated User as defined in Condition 2.8), You indicate that You accept these Terms and that You agree to be legally bound by them. If You do not agree to these Terms, please do not access or use this Web Portal or the App.
1.3 We may change these terms at any time by posting changes online at www.feedlync.com. Please review these Terms regularly to ensure You are aware of any changes made by Us. Your continued use of this Web Portal or the App after changes are posted means You agree to be legally bound by these terms as updated and/or amended.
1.4 We only use any personal data we collect through your use of this Web Portal, the App and the Services in the ways set out in our privacy policy (the current version of which is available online on this portal).
2. Accessing and Using this Web Portal and the App
2.6 In consideration of you agreeing to abide by these Terms and payment of the subscription fee (as detailed in Condition 7 below) by you or your employer (as applicable), We hereby grant to you a non-exclusive, non-transferable, non-sublicensable licence to use the Web Portal and the App in the territory in which your address (as stated in the order form) is located for the subscription period (as detailed in Condition 7 below) on the terms and conditions set out herein (the “Licence”). The Licence allows you to install the App onto one or more devices.
2.7 You must treat your username and password as confidential and You must not disclose them to any third party. We have the right to disable any username or password at any time if in Our opinion You have failed to comply with any of the provisions of these Terms.
2.8 We will not be liable if for any reason this Web Portal or the App is unavailable at any time for any period.
2.9 From time to time, We may restrict access to some parts of this Web Portal or the App, or the entire Web Portal or App, to users who have registered with Us.
2.10 You shall not:
h) use the Web Portal or the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including without limitation viruses, or harmful data, into the App or any operating system;
i) except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of this Web Portal or the App in any form or media or by any means;
j) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of this Web Portal or the App;
k) access all or any part ofthis Web Portal or the App in order to build a product or service which competes with this Web Portal or the App;
l) use this Web Portal or the App to provide services to third parties;
m) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make this Web Portal or the App available to any third party; or
n) obtain, attempt to obtain, or assist any person in obtaining, access to this Web Portal or the App other than as permitted under these Terms.
2.6 Where we, or any third party acting on our behalf, have provided you with a mobile data connection, you shall not use any such mobile data connection for purposes other than your use of the Services nor use any such mobile data connection following expiry of the Licence.
2.7 You agree that you shall only use the results or information accessed or generated through use of the Web Portal or the App (the “Results”) for your internal business purposes and that, unless otherwise expressly agreed with Us in writing, you shall not commercialise the Results in any way nor share the Results with any third parties.
2.8 If you would like a vet, consultant or other third party (“Designated User”) to have access to your online account and edit rights in respect of the information on your account (including, without limitation, the ability to make changes to diets or update ingredients of blends), you should notify us of this and provide us with the Designated User’s email address. We will then provide you with an email containing a username and link to the Web Portal that you may pass on to the Designated User to enable them to register for access your account. You will be responsible for:
(a) ensuring that the details supplied to us in relation to the Designated User are accurate; and
(b) notifying us without delay using the information on the Contact section of the Web Portal or App if you want the Designated User’s access to your account to be terminated.
For the avoidance of doubt, if you are a Designated User you shall be subject to the terms and conditions of this Agreement in the same way as all customers except that you shall not benefit from the rights set out in this Condition 2.8.
2.9 We reserve the right charge a fee in respect of Designated Users. We will give you prior notice of any intention to charge such a fee.
2.10 We shall not be responsible for an individual retaining access to your online account if you have not informed us that you want their access to be terminated. You are aware and accept that upon receiving notice that you want the individual’s access to be terminated, we shall have five working days in which to implement such request.
2.11 Where your access to the Web Portal or the App is arranged by a person or entity who pays Us for the Service (“Organiser”), the Organiser will automatically have access to your account. If you want to terminate this arrangement you have the option of deactivating such access arrangement.
2.12 If you are an Organiser, any party for whom you arrange access may terminate your access to their account at any time.
2.13 If you breach any of these Terms We may, at Our discretion, immediately suspend or terminate your right to use this Web Portal and the App.
3. Uploading Content to this Web Portal and the App
3.1 If You input any information, data, commentary, materials or other content via this Web Portal or the App, whether directly or indirectly via linked platforms including, but not limited to, Dinamica Generale, Uniform Agri, Unitas (“User Content”), You warrant that You have the right to make it available to Us for all the purposes specified in these Terms and the Privacy Policy and that granting such access to Us (and the Designated User and/or Organiser as applicable) and our use as specified in these Terms and the Privacy Policy shall not infringe any third party’s intellectual property or other rights. Without prejudice to Condition 2.5, You agree not to upload any content or data which is or may be harmful or damaging to the Web Portal or the App or their underlying software.
3.2 Where You are not the Organiser, you agree that User Content will be made available to the Organiser in an identifiable format.
3.3 Some of the data available on this Portal and the App come from third party sources. We do not take any responsibility for any User Content nor for any data obtained through third party sources, whether with respect to their accuracy, reliability or otherwise.
3.3 We have the perpetual, irrevocable, transferable, sub-licensable right to collect, combine, store, use, transfer and/or sell User Content in a non-identifiable format as further detailed in the Privacy Policy.
4. Intellectual property rights
4.1 We are the owner or the licensee of all copyright and other intellectual property rights in this Web Portal and the App, and in the material published on them. We also own all copyright and other intellectual property rights in the Results and in all other information calculated or generated from User Content or information taken from User Content in the process of providing the Services. All such rights are reserved.
4.2 Save as expressly permitted, no part of this material may be reproduced in any form including, without limitation, storing it in any medium by electronic means whether or not temporary or incidental to some other use.
4.3 You must not use any part of the materials on this Web Portal or the App for commercial purposes without obtaining a licence to do so from Us or Our licensors.
4.4 You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way using this Web Portal or the App except as expressly permitted by Us. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.5 Our status (and that of any identified contributors) as the source of material on this Web Portal or the App (as applicable) must always be acknowledged.
4.6 If You print off, copy or download any part of this Web Portal or the App in breach of these terms of use, Your right to use this Web Portal and the App will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.
5. Disclaimers and Limitation of Liability
5.1 The material on this Web Portal and the App, including, without limitation, the information, names, images, pictures, logos and icons regarding or relating to Us and/or Our products and services (or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We may make changes to the material on this Web Portal, the App or to the products and prices described in them, at any time without notice. The material on this Web Portal or the App may be out of date, and We make no commitment to update such material.
5.9 Where this Web Portal or the App contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them.
5.10 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of this Web Portal or the App or to Your downloading of any material posted on it, or on any website linked to it.
5.11 We do not warrant that the operation of the Web Portal or the App will be uninterrupted or error free nor that the Results shall be completely accurate or reliable. You acknowledge that the Results are not intended to be relied upon, whether for making any decision relating to your business or farming policies or practices or otherwise, and are intended to be used as one of a number of considerations in relation to which you will make such decisions using your discretion and judgement. You accept that (to the extent permitted by law and subject to Condition 5.7) all use of and reliance on any Results shall be at your sole risk and that We shall not be liable, whether in contract, tort or otherwise, for the consequences of your use of or reliance on any Results.
5.12 Except as set out in these terms, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Web Portal, the App and the Results, their fitness for any particular purpose (even if that purpose is made known expressly or by implication to Us), their non-infringement are hereby expressly excluded to the fullest extent permitted by law.
5.13 The following provisions 5.6 to 5.8 set out Our entire liability (including, without limitation, any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: (a) any claim under or in connection with this agreement including without limitation use of the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us granting you the Licence and/or making available the Web Portal, the App and/or the Results.
5.14 Nothing in these terms and conditions excludes or limits Our liability: (a) for death or personal injury to humans caused by Our negligence; (b) for any matter which it would be illegal for Us to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
5.15 Subject to Condition 5.7, Our total aggregate liability for any claim (or series of connect claims) under or in connection with this agreement including, without limitation, (a) this Licence, the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us making available the Web Portal, the App and/or the Results, shall be limited to £1000. We shall not be liable to you (whether in contract, tort or otherwise) for any pure economic loss, loss of data, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect) or for any indirect or consequential loss whatsoever and howsoever caused.
6 App Specific Terms
8.1 The ways in which you can use the App may also be controlled by Apple’s or Google Play’s (as applicable) rules and policies available on the respective platform.
8.2 The App requires an Android device or Apple iOS (latest version or up to three versions prior) with a minimum of 1 gigabyte of memory.
8.3 We may update or require you to update the mobile application software at any time at no additional charge. For the avoidance of doubt, any new version which incorporates new functionality shall not count as an update for the purposes of this condition.
8.4 You will, at your own cost, be responsible for:
d) providing and maintaining the operational and environmental conditions necessary for the proper functioning of the mobile application software;
e) internet connections and communications links involving the mobile application software (and any data derived from its operation); and
f) ensuring that the mobile application software is operated in a proper manner by competent trained employees
9 Subscription
9.1 The subscription period will start on the date specified on the invoice for the subscription and will continue unless terminated earlier under Condition 7.5 and provided that you pay the subscription fee in accordance with Condition 7.2 below.
9.2 Unless otherwise agreed with Us in writing or where an Organiser is purchasing a subscription on Your behalf, You agree to pay the applicable subscription fee as detailed on the Web Portal.
9.3 The subscription period will automatically be renewed for a subsequent twelve month upon your payment of the renewal of your subscription fee as detailed on the Web Portal.
9.4 We may terminate your Licence immediately by written notice to you if you commit a material or persistent breach of any term of this Licence which you fail to remedy (if capable of remedy) within 14 days after the service of written notice requiring you to do so.
9.5 Either party may terminate this Licence at any time on at least one month’s written notice to the other party. For the avoidance of doubt, in the event of termination by Us pursuant to this Condition 7.5, you shall be entitled to a refund of fees paid in advance calculated on a pro rata basis for the period for which you will not have the benefit of the Licence. In the event of termination by You, no refund shall be payable in respect of any prepaid fees.
9.6 Upon termination for any reason: (a) all rights granted to you under this Licence shall cease; (b) you must cease all activities authorised by this Licence; and (c) you must immediately delete or remove the App from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
10 Support
We shall provide high-level support with your set-up and use of the Web Portal and the App via our email and telephone support service. We will use reasonable endeavours to respond to any support query within a reasonable time.
9. General
9.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing
9.2 If any of these Terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
9.3 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
9.4 These terms are governed by English law and are subject to the exclusive jurisdiction of the English courts.
TERMS AND CONDITIONS OF SALE USA
These Terms and Conditions of Sale (the “terms and conditions”) are effective from September 2024.
1. Definitions
1.1 In these Terms and Conditions:
Application means the Supplier’s real time nutritional analysis app(s) which have been installed on the Product and the Web Portal, as updated from time to time;
Buyer means the company, partnership or person placing an order for the Product. In these terms and conditions, a person includes a natural person, corporate or unincorporated body (whether or not a separate legal entity);
Contract means an individual contract between the Supplier and the Buyer for the sale and purchase of the Product on these Terms and Conditions;
Event of Force Majeure means (i) any circumstances beyond the control of the Supplier (including, but not limited to, acts of God, governmental actions, strikes or other labor disputes (whether or not relating to the Supplier’s workforce), lock-outs, accidents, war or national emergency, acts of terrorism, protests, riot, civil commotion, explosion, flood, adverse weather conditions, epidemic, fire, reduction in or unavailability of power at manufacturing plant, breakdown, stoppage, slow working or reduced efficiency of plant or machinery, restraints or delays affecting carriers, shortage or unavailability of raw materials from normal sources of supply), unexpected cost increases (including in the cost of manufacture and processing or obtaining raw materials from alternative sources of supply) caused by unexpected events such as severe weather, or (ii) the amendment or coming into force of any legal provision adversely affecting the Supplier in relation to the production, import, export or sale of the Product or any element thereof or materials for production of the Product;
Hardware means gateway, terminal, connection cable or such other devices as may be set out in the relevant order;
Insolvency Event means the presentation of a petition for an administration order, or becoming subject to an administration order, or the convening of a meeting of or making or proposing to make any arrangement or composition with its creditors, or going into liquidation or a petition being presented for its winding up (save for the purposes of amalgamation or reconstruction of a solvent company where the new company agrees to enter into a binding obligation to comply with the terms of this Agreement), an encumbrance taking possession of or a receiver and/or manager, liquidator, administrator, trustee or similar officer being appointed over all or any part of a Party’s property, undertaking or assets, any distress or execution being levied or the entering into of any negotiations for any arrangement or composition with its creditors or being unable to pay its debts as and when they fall due including in all cases (a) the doing of any act or thing preparatory to or anticipatory of any of these matters and (b) the doing or suffering under any jurisdiction anything equivalent to any of these matters and “Insolvent” shall be construed accordingly.
Loss(es) means any loss, claim, liability, expenses or damages suffered or payable whether arising directly or indirectly;
Operating Guidelines means the guidelines and instructions for use of the Product available on the Web Portal, as updated from time to time;
Portal Terms means the agreement between Cowconnect ApS and the Buyer governing the Buyer’s use of the Software, as set out in Appendix A to these terms and conditions;
Product means the Supplier product consisting of the Hardware and, where Software is also being licensed, the Subscription;
Software means such Supplier software as may be set out in the relevant order or any software pre-installed on the Hardware;
Specification means the specification of the Product set out on the Web Portal;
Subscription means subscription to the Software for the duration set out in the relevant order, subject to the relevant terms of these Terms and Conditions and the Portal Terms;
Supplier means AB Agri US, Inc. a Delaware corporation with a registered address at One Parkview Plaza Suite 500, Oakbrook Terrace IL 60181;
Support Services means the support services provided by the Supplier in relation to the Software for the term of the Subscription;
Update means an update to the Software, including improvements, extensions, code corrections and other changes;
Web Portal means the website where the Buyer may view the results generated by the Product (with the applicable web address set out on the following webpage: https://app.feedlync.com);
Working Day means Monday to Friday (except National Holidays in the US).
1.2 Words used in these Terms and Conditions in the singular tense are to be read to include the plural and references to a person are to be read to include companies, partnerships and other similar undertakings.
2. Application of these Terms and Conditions
2.1 Unless otherwise agreed in writing, these terms and conditions are the only terms and conditions upon which the Supplier is prepared to deal with the Buyer and they shall govern and are incorporated into every contract for the sale of a Product (to the extent described in Condition 2.2 and without prejudice to Condition 2.3) made by or on behalf of the Supplier. They apply to the entire exclusion of and prevail over all other terms or conditions (whether or not in conflict or inconsistent with these terms and conditions), including those of the Buyer or which are implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by an authorized representative of the Supplier and any purported provisions to the contrary are hereby excluded or extinguished.
2.2 The only provisions of these terms and conditions applicable to sales of Subscriptions are Conditions 1-6. In all other respects a Subscription shall be subject to the Portal Terms.
2.3 Acceptance by the Buyer of delivery of the Product is (without prejudice to any other manner in which acceptance of these terms and conditions may be evidenced) deemed to constitute unqualified acceptance of these terms and conditions and the Portal Terms.
2.4 Where the Buyer has been authorized to distribute the Product, the Buyer shall ensure that: (i) its customers are made aware that the Subscription is subject to the Portal Terms; (ii) it promptly provides the Supplier with the customer’s name and such contact details as may be reasonably required in order for the Supplier to be able to provide support to the customer in accordance with the support obligations set out in the Portal Terms and the Buyer shall comply with all data protection and other applicable laws in the course of dealing with such information, including, without limitation, by obtaining the customer’s consent to sharing their personal data with the Supplier.
2.5 If, subsequent to any Contract, a contract of sale is made between the Supplier and the Buyer in respect of a Product without reference to any conditions of sale or purchase, such contract however made is deemed to be subject to these terms and conditions.
2.6 The Supplier reserves the right to replace or amend these terms and conditions and any such replacement or amendment shall apply to the exclusion of these terms and conditions with effect from the date of written notice by Supplier of its revised terms and conditions. For these purposes it shall be sufficient for the Supplier to notify the Buyer that it has revised its terms and conditions and that such revised terms and conditions are accessible on the Supplier’s website or via any other medium accessible to the Buyer.
3. Orders
3.1 Each order or acceptance of a quotation for the Product by the Buyer from the Supplier shall be deemed to be an offer by the Buyer to buy the Product subject to these terms and conditions and is subject to acceptance by the Supplier. Each acceptance of an order by the Supplier shall give rise to a separate Contract. The Buyer is responsible to the Supplier for ensuring the accuracy and completeness of the terms of any order and any applicable specification submitted by the Buyer.
3.2 No order shall be binding on the Supplier unless and until it has been accepted in writing or performed by the Supplier. The Supplier shall use its reasonable endeavors to meet the Buyer’s requested delivery timings but reserves the right to vary delivery deadlines where operationally necessary. Subject to Conditions 4.3 and 11, once the Supplier has accepted an order, the Buyer may not cancel the order except with the prior written agreement of the Supplier and on terms that the Buyer must indemnify the Supplier in full against all Losses to the extent such Losses cannot reasonably be mitigated by the Supplier, (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses reasonably and properly incurred by the Supplier as a result of the cancellation.
3.3 The Buyer may request a cancellation of their order by notifying the Supplier within 30 days of the Buyer’s first use of the Product, such date to be as determined by the Supplier, and the Supplier will arrange for collection the Product from the Buyer. If the Product is damaged in any way, the Buyer shall be liable for such damage.
4. Prices
4.1 Unless otherwise agreed by the Supplier in writing and subject to these terms and conditions:
(a) the price payable for the Product shall be the price quoted by the Supplier or any of its authorized agents or, if no price is quoted, as set out in the Supplier’s current list price in USD;
(b) the price for the Product shall be exclusive of all costs and charges in relation to carriage, insurance, installation, transport and duties all of which amounts the Buyer shall pay in addition when it is due to pay for the Product.
4.2 All prices are exclusive of any applicable value added tax (or any similar or equivalent sales taxes or duties), which the Buyer is additionally liable to pay to the Supplier.
4.3 Notwithstanding Condition 4.1 and without prejudice to Condition 11, the Supplier reserves the right at its sole election, at any time before delivery, to increase the price of the Product, and notwithstanding anything contained in the Contract to pass on to the Buyer any increase in the costs to the Supplier of producing and/or supplying the relevant product including any such increases which are due to any factor beyond the control of the Supplier (such as, without limitation, a significant increase in the costs of, or shortages or the unavailability of, labor or materials, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, any change of delivery dates). The Supplier shall notify the Buyer of any such price increases and the Buyer shall have the right to refuse to pay such additional costs by notice in writing to the Supplier, within two (2) Working Days of receipt of notice from the Supplier of the relevant price increase under this Condition 4.3, in which case the Buyer shall be deemed to have cancelled its order for the Product, without liability to either party. The rights of the Supplier under this Condition 4.3 are in addition to any other rights the Supplier may have.
5. Terms of payment
5.1 The Supplier or its authorized agent shall be entitled to invoice the Buyer on or at any time after it has accepted the Buyer’s order for the Product.
5.2 Unless otherwise agreed in advance in writing, signed by a director within the Supplier, the Buyer shall pay for the Product in the currency specified in the relevant invoice in cleared funds within the number of days stipulated in the invoice and, unless otherwise agreed in writing, prior to dispatch or installation of the relevant product (as applicable), notwithstanding that property in the Product has not passed to the Buyer. Time for payment shall be of the essence.
5.3 The Buyer shall make all payments due under the Contract in full to the Supplier to the bank account as stipulated on the invoice the Supplier and without any deduction whether by way of set-off, counterclaim, discount, or abatement.
5.4 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available, the Supplier shall be entitled to: (i) suspend any further deliveries to the Buyer (without prejudice to the Supplier’s right subsequently to terminate the Contract for the same cause should it so decide) until any default by the Buyer be remedied and if the Product has been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; (ii) by notice in writing terminate wholly or in part any and every order or Contract between the parties; and (iii) (both before and after any judgment), in respect of any unpaid amounts, charge interest at a rate equal to the higher of the interest rate payable on court judgments or 4% above the base rate from time to time of Barclay’s Bank plc accruing on a daily basis from the due date until payment is made.
6. Delivery
6.1 Delivery shall be made in accordance with the Incoterms stipulated in the order confirmation or as otherwise agreed. All times, dates or periods given for delivery are estimates given in good faith but without any responsibility on the Supplier’s part. The Buyer is required to accept delivery of Product within 7 days of the Supplier giving the Buyer notice that the Product is ready for delivery. The Product may be delivered by the Supplier in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Unless otherwise agreed by the Supplier in writing the Product will be delivered by a Supplier representative on site at the Buyer’s premises or by courier or registered post (at the Buyer’s cost). If the Buyer requests delivery in any other manner and the Supplier has agreed to such changes in writing, any difference in price shall be charged to the Buyer’s account.
6.3 In respect of a Subscription purchased subsequent to the Buyer’s purchase of the Product, the relevant Software may be installed on the Product remotely or by such other means as shall be notified to the Buyer.
6.4 The Buyer shall provide at the delivery point and at its own expense, adequate equipment and labor for taking delivery of the Product.
6.5 The Supplier shall not be liable (whether in contract or for negligence or otherwise howsoever arising) for: (i) loss of or damage to the Product occurring prior to delivery; or (ii) non-delivery of the relevant product, unless claims to that effect are notified in writing by the Buyer to the Supplier within five days of the quoted delivery date.
6.6 If the Buyer shall fail to give notice in accordance with Condition 6.5 above the relevant product shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly and all claims in respect of non-delivery or loss shall thereafter be wholly barred.
7. Passing of title and risk
7.1 Risk of any loss or damage to the Product shall pass to the Buyer on delivery or, if the Buyer wrongfully fails to take delivery of the Product, the time when the Supplier has tendered delivery of the Product. Notwithstanding delivery and the passing of risk in the Product, or any other provision of these terms and conditions, ownership of the Product shall only pass when the Supplier has received in cash or cleared funds payment in full of the price of the Product.
7.7 Until title to the Product has passed to the Buyer, the Buyer shall: (a) hold the Product on a fiduciary basis as the Supplier’s bailee; (b) store the Product separately from all other goods held by the Buyer so that they remain readily identifiable as the the Supplier’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Product; (d) maintain the Product in satisfactory condition and keep it insured against all risks for its full price from the date of delivery; (e) notify the Supplier immediately if the Buyer becomes subject to an Insolvency Event; and (f) give the Supplier such information relating to the Product as the Supplier may require from time to time. Notwithstanding the foregoing, the Buyer may resell or use the Product in the ordinary course of its business, provided that: (i) the proceeds of any such resale are received and held by the Buyer in a separate bank account as identifiable funds on trust for the Supplier; (ii) as between the Buyer and its customer(s) the Buyer shall sell the Products (at its own cost and expense) as principal and the Buyer shall not commit the Supplier to any contract with or liability to the Buyer or any other person; and (iii) as between the Supplier and the Buyer, the Buyer shall sell the Products in a fiduciary capacity as agent for the Supplier.
7.8 Until title passes, the Buyer shall insure and keep insured the Product for its full price against all risks to the reasonable satisfaction of the Supplier. Until property in the Product passes to the Buyer, the Buyer shall hold the proceeds of any claim on such insurance policy on trust for the Supplier and shall forthwith account to the Supplier for such proceeds.
7.9 If before title to the Product passes to the Buyer the Buyer becomes subject to an Insolvency Event or the Supplier reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Buyer to deliver up the Product and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Product is stored in order to recover it.
7.10 Where the Supplier is unable to determine whether any Products are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Supplier to the Buyer in the order in which they were invoiced to the Buyer.
7.11 Notwithstanding the provisions of this Condition 7, the Supplier shall be entitled to bring an action against the Buyer for the price of the Product in the event of non-payment by the Buyer by the due date even though property in the Product has not passed to the Buyer and/or has the right by notice to the Buyer at any time after delivery to pass property in the Product to the Buyer as from the date of such notice.
8. Conditions, warranties and representations
8.1 Subject to the remainder of this Condition, the Supplier agrees that the Hardware will meet the Specification in all material respects for a period of 12 months from delivery to the Buyer.
8.2 The Supplier shall promptly replace any Product (or part thereof) which has been returned to the Supplier and which in the reasonable opinion of the Supplier breaches the warranty contained in Condition 8.1. The decision to carry out repairs or provide replacements where the relevant claim is not covered by the warranty shall at the Supplier’s full discretion and the Supplier shall have the right to charge for any such replacement or repair. The Supplier shall be responsible for costs involved in returning a Product which breaches the warranty in Condition 8.1.
8.3 Except as set out in these terms and conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Product, its fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Supplier), the accuracy or reliability of any results or information generated through use of the Product, its non-infringement or as to the correspondence of the Product with any description or sample are hereby expressly excluded to the fullest extent permitted by law.
8.4 The Buyer acknowledges and agrees that it has not entered into any contract or placed any order in reliance on any statement or representation of any person (whether a party to this Contract or not) other than as expressly set out in these Terms and Conditions or the relevant Contract.
8.5 Without limiting the generality of the foregoing, the Buyer irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind any Contract or cancel any order by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to the Contract or not) and upon which it has relied in entering into any Contract or placing any order.
8.6 If the Supplier breaches any of the warranties in Condition 8, the Buyer shall promptly notify the Supplier and will allow the Supplier a reasonable opportunity to correct the breach. This Condition states the Buyer’s sole remedy and the Supplier’s sole liability for any breach of the warranty in Condition 8.1. However, if the Supplier fails to remedy a breach in the manner set out in this Condition 8.6, the Supplier’s liability for such failure will be limited to a sum equal to the amount paid by the Buyer for the Product.
8.7 The Buyer has no rights under the warranty contained in Condition 8.1 with respect to defects or non-conformities caused by (i) the Buyer’s failure to follow the Operating Guidelines or the Buyer’s use of the Product where the Buyer has failed to take proper care of it, damaged it or used it in a harsh environment (including, without limitation, by exposing the Product to any of the following conditions: rain or water, high humidity, excessive cold, extreme temperature changes, or restricted ventilation); (ii) any failure to comply with any restrictions or update requirements as set out in the Portal Terms (iii) acts or omissions of persons other than the Supplier or its authorized representatives in contravention of anything contained in the Operating Guidelines; (iv) the Product being accidentally damaged, disassembled, modified, or repaired, in each case by any party other than the Supplier or its authorized agents; or (v) the Buyer’s breach of any of these terms and conditions.
Cancellation Rights for Consumers purchasing online or via telephone
8.9 If the Buyer is contracting as a consumer and has purchased the Product online or over the phone, the Buyer shall have the right to cancel their order within 14 days of the date on which the Buyer receives the Product. The Buyer may cancel their order within such period by emailing the Supplier at [email protected]. The Buyer is not required to return the Product in its original packaging but must ensure that the Product is packaged in a way that will prevent it from getting damaged. The Buyer shall bear the costs for returning the Product to the Supplier. The Supplier shall issue a refund within 28 days of receiving the Product from the Buyer.
9. Restrictions on Use
9.1 The Buyer is responsible for complying with all manufacturer’s recommendations regarding the use of any third party products used in connection with the Product and, if in doubt, must contact that manufacturer or check their website. The Supplier accepts no liability for any Losses arising from a failure by the Buyer or any end user of the Product to follow the relevant manufacturer’s recommendations.
9.2 The Buyer shall use the Product in compliance with all applicable laws.
9.3 The Buyer shall not use the Product for purposes other than those for which it is intended. For the avoidance of doubt, and without prejudice to the foregoing restriction, under no circumstances should the Buyer use the Product to access any third party websites.
10. Limitation of Liability
10.1 The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a) any breach of a Contract; including wilful breach; (b) any claim in connection with the Product, supply of any of the foregoing by the Supplier, or the use of any of the foregoing by the Buyer or end user; or (c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 Nothing in these terms and conditions excludes or limits the liability of the Supplier: (a) for death or personal injury to humans caused by the Supplier ‘s negligence; (b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
10.3 Subject to Condition 10.2, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total price paid or payable for the Product or, if the relevant claim relates to an identifiable component of the Product, the cost ascertained by Supplier as being attributable to that component.
10.4 Subject to Condition 10.2, the Supplier shall not be liable to the Buyer (whether in contract, tort or otherwise) for any pure economic loss, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect), for any indirect or consequential loss whatsoever and howsoever caused which arise out of or in connection with the Contract or for any losses which the Buyer suffers through the use of or reliance on any results or information generated through use of the Product.
10.5 The Buyer is responsible for making its own arrangements for the insurance of the Product and for insuring itself against all risks associated with its use of the Product.
11. Force Majeure
11.1 If by reason of an Event of Force Majeure the Supplier is prevented from or hindered in or delayed in manufacturing, obtaining or delivering (by normal route or means of delivery) the Product, or if by reason of such an event the Supplier can only manufacture, obtain or deliver (by normal routes or means of delivery) the Product at an increased cost which is unacceptable to the Supplier, the Supplier shall: (a) not be liable to the Buyer or deemed to be in breach of the Contract by reason of any resulting delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Product; and (b) be entitled (without liability to the Buyer) to cancel any order or to delay delivery. Where any such Event of Force Majeure continues for a period of more than 14 days, the Supplier shall be entitled to terminate the Contract on notice in writing to the Buyer.
12. Disposal of the Product – Compliance with Regulations
12.1 The Product consists of electronic equipment. The Buyer must dispose of the Product in compliance with all laws and regulations that may apply in the jurisdiction in which the Buyer is located.
13. Intellectual Property Rights
13.1 All Intellectual Property Rights in and to the Product belong to and will remain vested in the Supplier, its licensors or the manufacturers of any third party component (as applicable) at all times. You shall not obscure, remove or alter any trade marks, patent numbers, labels, serial numbers, product identification, copyright or other notices affixed to the Product or any part thereof or to any related documentation or packaging.
13.2 The Supplier may refer to the Buyer in marketing and promotional materials as being a user of the Product.
14. General
14.1 A waiver of any right or remedy under the Contract is only effective if given in writing. Any waiver by the Supplier of any breach, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Contract.
14.2 Subject to Condition 2.6, this Contract may only be varied by the written agreement of both parties and (in the case of the Supplier) must be signed by a duly authorized representative of the Supplier.
14.3 If, in any particular case, any provision of these terms and conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Contract, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these terms and conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
14.4 The Supplier may assign the Contract or sub-contract the whole or any part thereof. The Buyer shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the Supplier.
14.5 The rights and remedies of the Supplier under these terms and conditions shall be cumulative and no right or remedy of the Supplier set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.
14.6 Nothing in these terms and conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
14.7 The Contract and any dispute or claim arising out of or in connection with it, or its subject matter or formation, whether of a contractual or non-contractual nature, shall in all respects be governed by and construed in accordance with law of the State of Delaware and the parties irrevocably submit to the exclusive jurisdiction of the State of Delaware, including, without limitation, in respect of any application for injunctive or ancillary relief.
APPENDIX A
PORTAL TERMS
Web Portal & App – Terms of Use
1. Introduction
1.1 This web portal http://app.feedlync.com (“Web Portal”) and the ancillary mobile application (“App”) are provided to you by CowConnect ApS, a company incorporated and registered in Denmark with company number 38546635 (“Us”, “We” or “Our”).
1.2 These Terms of Use (“Terms”) set out the terms and conditions for use of this Web Portal, the App and any of the services available via this Web Portal (the “Services”). By using this Web Portal, the App or any of the Services (whether as a result of your subscription to the Services or because you are a Designated User as defined in Condition 2.8), You indicate that You accept these Terms and that You agree to be legally bound by them. If You do not agree to these Terms, please do not access or use this Web Portal or the App.
1.3 We may change these terms at any time by posting changes online at www.feedlync.com. Please review these Terms regularly to ensure You are aware of any changes made by Us. Your continued use of this Web Portal or the App after changes are posted means You agree to be legally bound by these terms as updated and/or amended.
1.4 We only use any personal data we collect through your use of this Web Portal, the App and the Services in the ways set out in our privacy policy (the current version of which is available online on this portal).
2. Accessing and Using this Web Portal and the App
2.11 In consideration of you agreeing to abide by these Terms and payment of the subscription fee (as detailed in Condition 7 below) by you or your employer (as applicable), We hereby grant to you a non-exclusive, non-transferable, non-sublicensable licence to use the Web Portal and the App in the territory in which your address (as stated in the order form) is located for the subscription period (as detailed in Condition 7 below) on the terms and conditions set out herein (the “Licence”). The Licence allows you to install the App onto one or more devices.
2.12 You must treat your username and password as confidential and You must not disclose them to any third party. We have the right to disable any username or password at any time if in Our opinion You have failed to comply with any of the provisions of these Terms.
2.13 We will not be liable if for any reason this Web Portal or the App is unavailable at any time for any period.
2.14 From time to time, We may restrict access to some parts of this Web Portal or the App, or the entire Web Portal or App, to users who have registered with Us.
2.15 You shall not:
o) use the Web Portal or the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including without limitation viruses, or harmful data, into the App or any operating system;
p) except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of this Web Portal or the App in any form or media or by any means;
q) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of this Web Portal or the App;
r) access all or any part ofthis Web Portal or the App in order to build a product or service which competes with this Web Portal or the App;
s) use this Web Portal or the App to provide services to third parties;
t) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make this Web Portal or the App available to any third party; or
u) obtain, attempt to obtain, or assist any person in obtaining, access to this Web Portal or the App other than as permitted under these Terms.
2.6 Where we, or any third party acting on our behalf, have provided you with a mobile data connection, you shall not use any such mobile data connection for purposes other than your use of the Services nor use any such mobile data connection following expiry of the Licence.
2.7 You agree that you shall only use the results or information accessed or generated through use of the Web Portal or the App (the “Results”) for your internal business purposes and that, unless otherwise expressly agreed with Us in writing, you shall not commercialise the Results in any way nor share the Results with any third parties.
2.8 If you would like a vet, consultant or other third party (“Designated User”) to have access to your online account and edit rights in respect of the information on your account (including, without limitation, the ability to make changes to diets or update ingredients of blends), you should notify us of this and provide us with the Designated User’s email address. We will then provide you with an email containing a username and link to the Web Portal that you may pass on to the Designated User to enable them to register for access your account. You will be responsible for:
(a) ensuring that the details supplied to us in relation to the Designated User are accurate; and
(b) notifying us without delay using the information on the Contact section of the Web Portal or App if you want the Designated User’s access to your account to be terminated.
For the avoidance of doubt, if you are a Designated User you shall be subject to the terms and conditions of this Agreement in the same way as all customers except that you shall not benefit from the rights set out in this Condition 2.8.
2.9 We reserve the right charge a fee in respect of Designated Users. We will give you prior notice of any intention to charge such a fee.
2.10 We shall not be responsible for an individual retaining access to your online account if you have not informed us that you want their access to be terminated. You are aware and accept that upon receiving notice that you want the individual’s access to be terminated, we shall have five working days in which to implement such request.
2.11 Where your access to the Web Portal or the App is arranged by a person or entity who pays Us for the Service (“Organiser”), the Organiser will automatically have access to your account. If you want to terminate this arrangement you have the option of deactivating such access arrangement.
2.12 If you are an Organiser, any party for whom you arrange access may terminate your access to their account at any time.
2.13 If you breach any of these Terms We may, at Our discretion, immediately suspend or terminate your right to use this Web Portal and the App.
3. Uploading Content to this Web Portal and the App
3.1 If You input any information, data, commentary, materials or other content via this Web Portal or the App, whether directly or indirectly via linked platforms including, but not limited to, Dinamica Generale, Uniform Agri, Unitas (“User Content”), You warrant that You have the right to make it available to Us for all the purposes specified in these Terms and the Privacy Policy and that granting such access to Us (and the Designated User and/or Organiser as applicable) and our use as specified in these Terms and the Privacy Policy shall not infringe any third party’s intellectual property or other rights. Without prejudice to Condition 2.5, You agree not to upload any content or data which is or may be harmful or damaging to the Web Portal or the App or their underlying software.
3.2 Where You are not the Organiser, you agree that User Content will be made available to the Organiser in an identifiable format.
3.3 Some of the data available on this Portal and the App come from third party sources. We do not take any responsibility for any User Content nor for any data obtained through third party sources, whether with respect to their accuracy, reliability or otherwise.
3.3 We have the perpetual, irrevocable, transferable, sub-licensable right to collect, combine, store, use, transfer and/or sell User Content in a non-identifiable format as further detailed in the Privacy Policy.
4. Intellectual property rights
4.1 We are the owner or the licensee of all copyright and other intellectual property rights in this Web Portal and the App, and in the material published on them. We also own all copyright and other intellectual property rights in the Results and in all other information calculated or generated from User Content or information taken from User Content in the process of providing the Services. All such rights are reserved.
4.2 Save as expressly permitted, no part of this material may be reproduced in any form including, without limitation, storing it in any medium by electronic means whether or not temporary or incidental to some other use.
4.3 You must not use any part of the materials on this Web Portal or the App for commercial purposes without obtaining a licence to do so from Us or Our licensors.
4.4 You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way using this Web Portal or the App except as expressly permitted by Us. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.5 Our status (and that of any identified contributors) as the source of material on this Web Portal or the App (as applicable) must always be acknowledged.
4.6 If You print off, copy or download any part of this Web Portal or the App in breach of these terms of use, Your right to use this Web Portal and the App will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.
5. Disclaimers and Limitation of Liability
5.1 The material on this Web Portal and the App, including, without limitation, the information, names, images, pictures, logos and icons regarding or relating to Us and/or Our products and services (or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. We may make changes to the material on this Web Portal, the App or to the products and prices described in them, at any time without notice. The material on this Web Portal or the App may be out of date, and We make no commitment to update such material.
5.16 Where this Web Portal or the App contains links to other sites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from Your use of them.
5.17 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other proprietary material due to Your use of this Web Portal or the App or to Your downloading of any material posted on it, or on any website linked to it.
5.18 We do not warrant that the operation of the Web Portal or the App will be uninterrupted or error free nor that the Results shall be completely accurate or reliable. You acknowledge that the Results are not intended to be relied upon, whether for making any decision relating to your business or farming policies or practices or otherwise, and are intended to be used as one of a number of considerations in relation to which you will make such decisions using your discretion and judgement. You accept that (to the extent permitted by law and subject to Condition 5.7) all use of and reliance on any Results shall be at your sole risk and that We shall not be liable, whether in contract, tort or otherwise, for the consequences of your use of or reliance on any Results.
5.19 Except as set out in these terms, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) or other terms as to the quality of the Web Portal, the App and the Results, their fitness for any particular purpose (even if that purpose is made known expressly or by implication to Us), their non-infringement are hereby expressly excluded to the fullest extent permitted by law.
5.20 The following provisions 5.6 to 5.8 set out Our entire liability (including, without limitation, any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: (a) any claim under or in connection with this agreement including without limitation use of the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us granting you the Licence and/or making available the Web Portal, the App and/or the Results.
5.21 Nothing in these terms and conditions excludes or limits Our liability: (a) for death or personal injury to humans caused by Our negligence; (b) for any matter which it would be illegal for Us to exclude or attempt to exclude its liability; or (c) for fraud or fraudulent misrepresentation.
5.22 Subject to Condition 5.7, Our total aggregate liability for any claim (or series of connect claims) under or in connection with this agreement including, without limitation, (a) this Licence, the Web Portal, the App and/or the Results; or (b) any representation, statement or tortious act or omission including, without limitation, negligence arising under or in connection with Us making available the Web Portal, the App and/or the Results, shall be limited to £1000. We shall not be liable to you (whether in contract, tort or otherwise) for any pure economic loss, loss of data, loss of profit, loss of anticipated savings or cost reductions, loss of business, depletion of goodwill (in each case whether direct or indirect) or for any indirect or consequential loss whatsoever and howsoever caused.
6 App Specific Terms
10.1 The ways in which you can use the App may also be controlled by Apple’s or Google Play’s (as applicable) rules and policies available on the respective platform.
10.2 The App requires an Android device or Apple iOS (latest version or up to three versions prior) with a minimum of 1 gigabyte of memory.
10.3 We may update or require you to update the mobile application software at any time at no additional charge. For the avoidance of doubt, any new version which incorporates new functionality shall not count as an update for the purposes of this condition.
10.4 You will, at your own cost, be responsible for:
g) providing and maintaining the operational and environmental conditions necessary for the proper functioning of the mobile application software;
h) internet connections and communications links involving the mobile application software (and any data derived from its operation); and
i) ensuring that the mobile application software is operated in a proper manner by competent trained employees
11 Subscription
11.1 The subscription period will start on the date specified on the invoice for the subscription and will continue unless terminated earlier under Condition 7.5 and provided that you pay the subscription fee in accordance with Condition 7.2 below.
11.2 Unless otherwise agreed with Us in writing or where an Organiser is purchasing a subscription on Your behalf, You agree to pay the applicable subscription fee as detailed on the Web Portal.
11.3 The subscription period will automatically be renewed for a subsequent twelve month upon your payment of the renewal of your subscription fee as detailed on the Web Portal.
11.4 We may terminate your Licence immediately by written notice to you if you commit a material or persistent breach of any term of this Licence which you fail to remedy (if capable of remedy) within 14 days after the service of written notice requiring you to do so.
11.5 Either party may terminate this Licence at any time on at least one month’s written notice to the other party. For the avoidance of doubt, in the event of termination by Us pursuant to this Condition 7.5, you shall be entitled to a refund of fees paid in advance calculated on a pro rata basis for the period for which you will not have the benefit of the Licence. In the event of termination by You, no refund shall be payable in respect of any prepaid fees.
11.6 Upon termination for any reason: (a) all rights granted to you under this Licence shall cease; (b) you must cease all activities authorised by this Licence; and (c) you must immediately delete or remove the App from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.
12 Support
We shall provide high-level support with your set-up and use of the Web Portal and the App via our email and telephone support service. We will use reasonable endeavours to respond to any support query within a reasonable time.
9. General
9.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing
9.2 If any of these Terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
9.3 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
9.4 These terms are governed by English law and are subject to the exclusive jurisdiction of the English courts.