TERMS AND CONDITIONS FOR USE


 
1. Definitions and Interpretations
In this Agreement the following definitions shall apply (unless the context otherwise provides):
Agreement means this agreement;
Authorised User means the Subscriber;
Content means the content (and includes but is not limited to data, output, commentary, products and information) provided on the AgriHQ Finisher Tool;
Employee means an employee (as defined under the Employment Relations Act 2000) of the Subscriber;
Fees mean the fees set from time to time by NZX Agri for the access and use of the Content;
Licence has the meaning set out in clause 4.1 of this Agreement;
Site means the AgriHQ Finisher Tool; 
Subscriber means that person or entity that has completed the registration process in order to be able to access and use the Content which has been approved by NZX Agri;
NZX Agri means NZX Rural Limited;
Unauthorised Recipient has the meaning set out in clause 8.1 of this Agreement; and
Sponsor means any sponsor of the Site as identified on the Site from time to time, and its related companies.
 
2. Term
2.1    This Agreement will come into force on the date that the Subscriber completes any subscription process on the Site or such other date as agreed between the parties and will continue until terminated in accordance with this Agreement.
 
3       Ownership of Content
3.1    The Content provided to the Subscriber by NZX Agri, including without limitation, all information, text, materials, graphics, tools, results, advertisements, names, logos and trade marks used in the Content is protected by copyright, trade mark and other intellectual property laws unless expressly indicated otherwise.  All rights, title and interest in and to the Content is owned, licensed or controlled by NZX Agri or the other party accredited as the owner of the Content.
 
3.2    The Subscriber acknowledges and agrees that NZX Agri retains all rights, title and interest in the Content.  The Subscriber obtains no right, title and/or interest in the
Content other than as expressly set out in this Agreement. The Subscriber agrees not to claim rights in or to the Content.
 
4. Permitted use of Content
4.1    Subject to the terms and conditions of this Agreement, NZX Agri grants the Subscriber, and any Authorised User of the Subscriber, a non-exclusive and non-
transferable licence (Licence) for the term of this Agreement to:
(a)         access, store and process the Content in the Subscriber’s computer system;
(b)         use  and  reproduce the  Content  for  internal  business  purposes  consistent  with  this  Agreement  including  interrogation, retrieval,  analysis,  manipulation, recompilation and report preparation;
(c)         use and reproduce the Content for the Subscriber’s own internal business applications and information including reports, presentations, analytics, formulae, graphs, algorithms and other uses and publications which incorporate, utilise or display the Content; and
(d)         subject to NZX Agri’s copyright, provide excerpts from the Content in any medium or format (including orally, in writing, electronically or otherwise) to the
Subscriber’s clients and/or external parties as part of a report, provided the Subscriber has obtained the prior written consent of NZX Agri to such publication and has paid the applicable fee to NZX Agri. Where there is any doubt as to whether NZX Agri’s permission is required for distribution of the Content, NZX Agri should be contacted to provide clarification.
 
4.2    Except as specifically permitted by this Agreement, the Subscriber, and any Authorised User of the Subscriber, may not:
(a)         reproduce or redistribute unprocessed/raw Content to any third party, or otherwise engage in the systematic retransmission or commercialisation of the Content; (b)         distribute the Content in any form of service for which the end users pay periodic or usage based fees for access to the Content;
(c)         authorise end users to do anything that the Subscriber is not permitted to do under this Agreement;
(d)         use the Content for an illegal purpose or otherwise in breach of any applicable laws in the jurisdiction in which the Subscriber operates; or
(e)         use the Content in any manner other than as expressly permitted by this Agreement.
 
5. Use of Content in Reports
5.1    In using the Content in reports pursuant to clause 4.1(d), the Subscriber shall cause each screen display (if the report is in electronic form) and each copy transferred to a
client to bear NZX Agri’s proprietary and copyright notice, with the appropriate year, as set forth below: Source: AgriHQ © Copyright 2016 NZX Agri. All Rights Reserved.
 
6. Fees
6.1    The Subscriber shall pay NZX Agri the fees as set by NZX Agri and advised to the Subscriber from time to time.
 
7. Reporting
7.1    The use of the Content is limited to the Subscriber. The Subscriber must obtain the prior written consent of NZX Agri to provide the Subscriber’s clients and/or external parties with the Content. Upon obtaining such consent, the Subscriber is liable for any applicable fees payable to NZX Agri.
 
8. Security
8.1   The Subscriber must ensure that its processing, transmission and communications equipment and software are arranged and protected so that, as far as reasonably possible, no person or entity other than the Subscriber and the Authorised Users (Unauthorised Recipient) can obtain access to the Content.
 
8.2   If, in NZX Agri’s sole discretion, NZX Agri determines that an Unauthorised Recipient has access to the Content, the Subscriber shall take all steps necessary, and must provide such evidence to NZX Agri as NZX Agri determines, to alter the manner of receipt and use of the Content.  If NZX Agri determines that any action taken by the Subscriber to preclude access by such Unauthorised Recipient to the Content is not adequate, the Subscriber shall immediately comply with any written instructions from NZX Agri to discontinue using the Content by the inadequately secured means.  The remedy available to NZX Agri under this clause 8.2 is without prejudice to any other right or remedy NZX Agri may have at law, in equity or otherwise.
 
8.3   The Subscriber must use all reasonable endeavours to ensure that no Unauthorised Recipient obtains the Content from the Subscriber or from equipment or software used by the Subscriber. If an Unauthorised Recipient does so obtain the Content, the Subscriber must use its best endeavours to ascertain the source and manner of acquisition or access to the Content.
 
9. Indemnity
9.1  The Subscriber shall indemnify and hold harmless and defend NZX Agri, its parent and related companies and their directors, officers, employees and agents against
all loss, actions, proceedings, costs, expenses (including legal fees), claims and damages incurred or suffered by any of them arising from: (a)         any breach by the Subscriber of this Agreement;
(b)         reliance upon, or use by, the Subscriber of the Content;
(c)         reliance upon, or use by, any person accessing the Content from the Subscriber of the Content; and
(d)         reliance upon any advice given by the Subscriber derived in whole or in part from the Content.
 
10. Termination
10.1  Either party may terminate this Agreement by providing 30 calendar days written notice to the other party at their nominated address. For the avoidance of doubt, if the subscriber terminates this Agreement under this clause 10.1 any fees paid or payable up to the date of termination shall be non-refundable.
 
10.2  NZX Agri may terminate this Agreement immediately, if the Subscriber:
(a)         fails to pay any fees due to NZX Agri on the due date for such payment and has not remedied that failure after receiving 7 calendar days written notice from NZX Agri requesting remedy of that failure;
(b)         breaches any other clause of this Agreement and has not remedied that breach after receiving 7 calendar days written notice from NZX Agri requesting the remedy of that breach; and/or
(c)         is adjudged bankrupt, enters into liquidation or any arrangement or composition with its creditors or if a receiver is appointed to any part of the Subscriber’s assets and not discharged within 14 calendar days or if any judgement against the Subscriber remains, in the opinion of NZX Agri, unsatisfied for more than 7 calendar days.
 
10.3  Upon termination of this Agreement, the Subscriber’s right to receive and use the Content will cease.
 
10.4  The remedies set out in clauses 10.1 and 10.2 do not prejudice NZX Agri’s rights to seek all other remedies available to it in law, equity or otherwise.
 
11. Force Majeure
11.1  Neither NZX Agri nor the Subscriber shall be liable for delay or failure in performance resulting from causes beyond either parties’ reasonable control, including but not limited to Acts of God, acts of war, fire, flood, or other disaster, act of government, strike, lockout, communications line or power failures.
 
12. Disclaimer
12.1  The Content is based on assumptions and historical relationships, including because the calculator uses implied slaughter prices which are generated by analysts. Therefore, if in the future these relationships change or the assumptions do not hold, the output will not be accurate. Given these inaccuracies may occur at any time, NZX Rural and the Sponsor cannot guarantee the accuracy of any output.
 
12.2  Neither NZX Agri, its parent or related companies, nor their officers, employees and agents shall under any circumstances be liable in any way for any loss of direct, consequential, incidental, indirect or special damages of any kind or any other damages howsoever arising (whether in negligence or otherwise) out of or in connection with the Content and/or any omission from the Content, including, without limitation those arising from:
(a)         any decision made or action taken by the Subscriber in reliance upon the Content;
(b)         loss of use, data or profits whether arising from use of or inability to use any Content;
(c)         contingencies outside the control of NZX Agri, its subsidiaries, their officers, employees or agents; or
(d)         any other cause.
 
except where liability is made non-excludable by legislation.   Any clause, or part thereof, declared invalid shall be deemed severable and not affect the validity or enforceability of the remainder.
 
12.3 In the case of goods or services supplied or offered by NZX Agri, its parent or related companies and their officers, employees and agents, liability for breach of any implied warranty or condition which cannot be excluded is limited at NZX Agri’s option to either:
(a)         the supply of the goods (or equivalent goods) or services again; or
(b)         the payment of the cost of having the goods (or equivalent goods) or services supplied again.
 
13. General
13.1  The Subscriber may not assign any of its rights under this Agreement without the prior written consent of NZX Agri.  NZX Agri may assign its rights under this Agreement.
 
13.2  Except as provided in this Agreement, no variation of this Agreement shall be binding on NZX Agri unless it is in writing and signed by a duly authorised representative of NZX Agri.
 
14. No advice given
14.1   The Content and any and all output and information provided by the Site is provided for general information purposes only and they do not constitute advice under any law, statute or regulation to any person.           
 
15. Governing Law
15.1  The terms of this Agreement and the use of the Content by the Subscriber is governed by and shall be construed and enforced in accordance with the laws of New Zealand
without regard to the conflicts of law principles hereof.  Any dispute arising from or in connection with the terms of this Agreement shall be subject to the exclusive jurisdiction of the courts of New Zealand.
Privacy Policy
This Privacy Policy applies to your use of the AgriHQ Finisher Tool (“Site”). In this Policy, any references to “we”, “us” “our”, “AgriHQ”, “NZX Agri” and “NZX Agrifax” are to “NZX Rural Limited”, its parent and related companies, and all of their respective directors, officers, agents, employees or contractors. Any references to “Sponsor” are to any sponsor of the Site as identified on the Site from time to time, its related companies, and all of their respective directors, officers, agents, employees, or contractors.
 
1. Non-Personal Information
When you use the Site, our server, our agent's or contractor's server, and third parties in the internet infrastructure (“Servers”) log certain information, which is provided by your browser, such as:
         - your server's IP address (a number which is unique to the machine through which you are connected to the Internet) or your personal IP address;
         - the type of browser and operating system you are using; and
         - the domain name of the referring site (e.g. the previous AgriHQ website that you visited).
The Servers also log:
         - the date and time of your visit; and
         - the URL address of the pages accessed and the documents downloaded.
This information on its own does not personally identify you. Among other possible uses, NZX Agri and/or the Sponsor may use this non-personal information to analyse certain trends and statistics, such as which parts of the Site users are visiting and how long they spend there.
NZX Agri will not try to identify you or your browsing activities through the information set out above except, in the event of an investigation, where a law enforcement agency may exercise a warrant to inspect the logs or if your usage is causing technical issues for the Site that may need to be resolved. NZX Agri may in these circumstances identify your IP address to enable NZX Agri to contact you.
 
2. Cookies
The Site uses cookies. A cookie is a string of information that a website stores on a visitor’s computer, and that the visitor’s browser provides to the website each time the visitor returns. The Site uses cookies to help NZX Agri identify and track visitors, their usage of the Site, and their Site access preferences. Visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using the Site, with the drawback that certain features of the Site may not function properly without the aid of cookies.
NZX Agri uses Google Analytics to analyse the use of the Site. Google Analytics uses cookies to collect, store, and transmit information about your use of the Site to Google. Further information about how Google Analytics collects and processes data can be found at the following link: http://www.google.com/policies/privacy/partners/.
NZX Agri also uses the Google Analytics Display Advertising feature ‘Demographics and Interests Reporting’ which enables Google Analytics to collect data about the age, gender and interests of visitors to our Site via cookies and anonymous identifiers. Google will collect, store, and use this information to create statistical reports about the use of the Site.
Google’s privacy policy is available at: http://www.google.co.nz/policies/privacy/. Visitors can opt-out of the Google Analytics Advertising Features through their Ads Settings or any other available means. Google Analytics’ currently available opt outs can be found at: https://tools.google.com/dlpage/gaoptout/
 
3. Providing Personal Information
Providing Details: When you access the certain services, you will be asked to voluntarily provide your name, email address, and contact number. NZX Agri will not be able to provide you these services if you do not provide these details.
 
Subscription emails: By providing NZX Agri with your email address, contact number and password you consent to receive emails from NZX Agri and/or the Sponsor that relate to your subscription, and to any functions of the subscription you choose (whether by express or implied consent).
 
For the purposes of optimising the emails, and tailoring those emails to your interests, NZX Agri will also collect information about the Content you click on, read about or choose to receive information about, for itself and for the Sponsor.
 
If you no longer wish to receive correspondence from NZX Agri and/or the Sponsor, please unsubscribe using the link in the email.
 
4. Personal Information
NZX Agri collects and holds personal information about you through your use of the Site, including your registration details and information relating to your use of the Site and the content you access, for itself and for the Sponsor.
 
NZX Agri does not collect sensitive information such as your racial or ethnic origin, political opinions or religious beliefs.
 
NZX Agri collects this information for itself and for the Sponsor, for the purposes of conducting market research surveys, conducting statistical analysis, running competitions, determining advertising content, marketing, tailoring the services of NZX Agri and the Sponsor to match your needs and improving the Site generally. The personal information collected by NZX Agri for itself and for the Sponsor will be held in third party data centres.
 
NZX Agri and/or the Sponsor will only use such personal information for the purpose for which you have provided it, unless you consent otherwise or NZX Agri and/or the Sponsor is required by law to disclose it or NZX Agri and/or the Sponsor is otherwise permitted to use it under the Privacy Act 1993.
 
NZX Agri and the Sponsor will not sell your personal information to, or share it with, any other company outside of their respective corporate groups or third party agency other than as set out in this Privacy Policy, except as permitted by law. NZX Agri, its parent, its related companies, and the Sponsor, and its related companies will disclose such personal information about you only to their employees, on a need to know basis.
 
You can access or request a correction to your personal information by writing to NZX Agri at PO Box 529, Feilding, or by sending an email to finisher@agrihq.co.nz. NZX Agri will correct personal information if we are satisfied that it is incorrect and will otherwise comply with our obligations under the Privacy Act 1993.
 
For more information please phone NZX Agri on 0800 85 25 80 or email NZX Agri at finisher@agrihq.co.nz.
 
[October 2016]