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 GlobalHQ Limited 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 GlobalHQ Limited;
AgriHQ means GlobalHQ 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.
2.1 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 AgriHQ, 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 AgriHQ or the other party accredited as the owner of the Content.
3.2 The Subscriber acknowledges and agrees that AgriHQ 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, AgriHQ 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 AgriHQ’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 AgriHQ to such publication and has paid the applicable fee to NZX Agri. Where there is any doubt as to whether AgriHQ’s permission is required for distribution of the Content, AgriHQ 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 AgriHQ’s proprietary and copyright notice, with the appropriate year, as set forth below: Source: AgriHQ © Copyright 2018 GlobalHQ Limited. All Rights Reserved.
6.1 The Subscriber shall pay AgriHQ the fees as set by AgriHQ and advised to the Subscriber from time to time.
7.1 The use of the Content is limited to the Subscriber. The Subscriber must obtain the prior written consent of AgriHQ 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 AgriHQ.
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 AgriHQ’s sole discretion, AgriHQ determines that an Unauthorised Recipient has access to the Content, the Subscriber shall take all steps necessary, and must provide such evidence to AgriHQ as AgriHQ determines, to alter the manner of receipt and use of the Content. If AgriHQ 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 AgriHQ to discontinue using the Content by the inadequately secured means. The remedy available to AgriHQ under this clause 8.2 is without prejudice to any other right or remedy AgriHQ 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.
9.1 The Subscriber shall indemnify and hold harmless and defend AgriHQ, 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.
10.1 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 AgriHQ may terminate this Agreement immediately, if the Subscriber:
(a) fails to pay any fees due to AgriHQ on the due date for such payment and has not remedied that failure after receiving 7 calendar days written notice from AgriHQ 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 AgriHQ 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 AgriHQ, 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 AgriHQ’s rights to seek all other remedies available to it in law, equity or otherwise.
11. Force Majeure
11.1 Neither AgriHQ 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.
12.1 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, GlobalHQ Limited and the Sponsor cannot guarantee the accuracy of any output.
12.2 Neither AgriHQ, 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 AgriHQ, 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 AgriHQ, 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 AgriHQ’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.
13.1 The Subscriber may not assign any of its rights under this Agreement without the prior written consent of AgriHQ. AgriHQ may assign its rights under this Agreement.
13.2 Except as provided in this Agreement, no variation of this Agreement shall be binding on AgriHQ unless it is in writing and signed by a duly authorised representative of AgriHQ.
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.
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, AgriHQ 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.
AgriHQ 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. AgriHQ may in these circumstances identify your IP address to enable AgriHQ to contact you.
AgriHQ 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.
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. AgriHQ will not be able to provide you these services if you do not provide these details.
Subscription emails: By providing AgriHQ with your email address, contact number and password you consent to receive emails from AgriHQ 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, AgriHQ 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 AgriHQ and/or the Sponsor, please unsubscribe using the link in the email.
4. Personal Information
AgriHQ 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.
AgriHQ does not collect sensitive information such as your racial or ethnic origin, political opinions or religious beliefs.
AgriHQ 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 AgriHQ and the Sponsor to match your needs and improving the Site generally. The personal information collected by AgriHQ for itself and for the Sponsor will be held in third party data centres.
AgriHQ and/or the Sponsor will only use such personal information for the purpose for which you have provided it, unless you consent otherwise or AgriHQ and/or the Sponsor is required by law to disclose it or AgriHQ and/or the Sponsor is otherwise permitted to use it under the Privacy Act 1993.
You can access or request a correction to your personal information by writing to AgriHQ at PO Box 529, Feilding, or by sending an email to email@example.com. AgriHQ 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 AgriHQ on 0800 85 25 80 or email AgriHQ at firstname.lastname@example.org.