Software as a Service - "the app" - T&Cs
Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).
1. About us
1.1 Company details
Agrecalc Limited (we and us) is a Limited company registered in Scotland Company number SCXXXXX) with its registered office at [insert NewCo address here] Edinburgh, EH9 3JG.
1.2 Contacting us
To contact us please e-mail [email protected] If you wish to give us formal notice on any matter under this Contract, please refer to clause 2.
2. Our contract with you
2. 1 Our contract
These terms and conditions (Terms) apply to the supply of the Agricultural Resource Efficiency Calculator services (Services) via our website at https://www.agrecalc.com/ (app.agrecalc.com (Platform) (Website) and forms the contract between us and your use of these Services (Contract). They apply to the exclusion of any other terms or conditions that you may seek to impose or incorporate.
2.2 Entire agreement
This Contract is the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in this Contract.
By using our Services, you confirm that you accept the Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use the Services.
2.3 Your copy
You should print off a copy of these Terms or save them to your computer for future reference.
2.4 Changes to the Contract
We reserve the right to change these Terms from time to time and therefore we may present new, revised or different Terms that determine your continued use of the Services. Any revised or additional Terms will be posted here on the Website and will be effective immediately on your acceptance of any new or revised Terms.
3. Registering for an account with us
3.1 Providing your information
Please follow the onscreen prompts at ‘Register’ on our Website to provide your information so we may create your account for your use of our Services (Account). You are responsible
for ensuring that your information is complete and accurate. By entering your information to register for an Account you confirm you have the authority to enter into the Contract on behalf of your business where your business is a partnership, a company or an unincorporated entity[?]
3.2 Account Registration
After you submit your information in accordance with clause 1, our procedures to accept of your registration to create an Account will occur. Once we create an Account for you, we will send you an email asking you to accept our Terms and Conditions of service. Once
this is done by you the Contract between you and us will come into existence.
If for any reason we cannot accept your registration, we will inform you of this by email.
4. Ordering Services
4.1 Placing your order for Services
Please follow the onscreen prompts to order the Services.
4.2 Accepting your order for Services
Our acceptance of your order takes place when we send an email to you to accept it. If we are unable to accept your order for any reason, we will inform you of this by email.
5. Our Services
5.1 Right to use the Services
Subject to the terms of the Contract, we grant you a worldwide, non-exclusive, non-transferable right, without the right to grant sublicenses, to use:
- the Services; and
- the documentation and supporting materials we provide, or you download in connection with the Services (Documentation)
are solely for your internal business operations connected with carbon and resource use efficiency auditing.
5.2 Reasonable care and skill
We warrant to you that the Services will be provided using reasonable care and skill.
5.3 Service Standard
Our Services are provided “as is”. We make no guarantee that the Services will be suitable for your intended use, neither do we guarantee that it will be error-free, timely, reliable, entirely secure, virus-free or available, especially since we are dependent on the reliability of the Internet and your use of your own computer to access the Services.
6. Provision of the Services
6.1 Free use of the Services
Depending on the size and nature of your business / organisation and the scale of your carbon emissions you may be entitled to use the Services free of charge once in any twelve-month period starting on the date you use the Services. Any further use of the Services
within this 12-month period must be paid for in accordance with clause 9. Please see https://www.agrecalc.com/ for more information.
6.2 Service disruption
We will try and keep disruptions to our Services to a minimum, but the Services may be unavailable from time to time to allow us to carry out maintenance and support work. We exclude all liability for business interruption resulting from the Services being unavailable for
7. Cancelling the Services and obtaining a refund
You may cancel the Services if you notify us as set out in clause 2. You cannot cancel the Services once we have accessed and used the Services.
To cancel the Services, you can email us at [email protected] and provide us with at least a 30 days’ notice in order to process your request for cancelling your Subscription. It should normally take up to 60 days to cancel our Services. If you are emailing us, please include
details of your Account to help us to identify it.
If you cancel the Services prior to accessing them and you are entitled to a refund, then we will refund you by the method you used for payment. We will deduct from any refund an amount for the supply of the Services provided for the period up to the time when you gave notice of cancellation in accordance with clause 2. The amount we deduct will reflect the amount that has been supplied as a proportion of the entirety of the contracted Services
you originally purchased from us.
8. Your obligations
8.1 It is your responsibility to ensure that:
- the information in your Account is complete and accurate;
- you co-operate with us in all matters relating to the Services;
- any passwords provided by us to you are kept secure;
- you provide us with such information we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
- you comply with all applicable laws.
8.2 You shall not access, store, distribute or transmit any material during the course of its use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- introduces viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
- infringes the intellectual property rights or data protection rights of any third party;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property.
8.3 You shall not (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Contract):
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- do anything which could reasonably be expected to damage, disable, overburden, or materially impair the Services or our Website generally or which is likely to interfere with any other party’s use or enjoyment of the Services;
- except as otherwise stated in this Contract, use the Services to provide services to third parties; or
- except as otherwise stated in this Contract, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or
- attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Contract.
8.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
- If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 8.1 hereinafter defined as “Your Default”:
- we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 16 (Termination);
- we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services.
8.5 You agree you are responsible for all users who access the Services through your Account.
9. Charges – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause. The charges are for one year of Services, and one year only. Upon expiry, you must renew the subscription if you wish to continue using the Services.
9.2 This clause 9 shall not apply where you qualify to use the Services in accordance with clause 6.1, but will apply in all other circumstances relating to your use of the Services.
9.3 The Charges are displayed on our Website at https://www.agrecalc.com/. We reserve the right to change the Charges from time to time, but such increases will not affect the Charges for Services you have already purchased. Every time you wish to purchase Services, please check the Charges.
9.4 We may require you to pay further Charges if your usage rises above the threshold level defined on our Website at https://www.agrecalc.com/ and during the Registration process, which determined the initial Charges you have paid. If you do not pay such further Charges, then you will not be able to make further use of the Services.
9.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
10. How to pay
10.1 Any Charges due for the Services are taken in advance. We usually charge for a year’s subscription for the Services. See Clause 9.1. and for more information regarding our Charges and subscription for the Services visit our Website at https://www.agrecalc.com/. You can pay for the Services using a debit card or credit card. We accept all major credit and debit cards
except for American Express (Amex).
11. Our intellectual property rights
11.1 Other than in relation to the data you upload to the Services (Your Data), we are the owner or the licensee of all intellectual property rights in our Services, the Website and Documentation. All such rights are reserved.
11.2 You may print off one copy, and may download extracts, of any page(s) from our Website. If you are paying for the Services, then you may print off your results generated as part of the Services for your own business use only.
11.3 You must not modify the paper or digital copies of the Documentation or any other materials you have printed off or downloaded in any way from our Website or through use of our Services, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
12. Your data and results
12.1 By uploading Your Data, you grant us an irrevocable, worldwide, royalty-free, non-exclusive licence to use Your Data:
- to provide the Services; and
- to anonymise and aggregate Your Data
12.2 Anonymised aggregated data generated using Your Data shall belong to us and may be licensed to third parties. We will never disclose your individual data except as required under clause 2 or, where such data is personal data, in accordance with our privacy notice (as amended from time to time). Anonymised data is defined as having all personally identifiable
information removed including precise spatial location.
12.3 You agree that you have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data. Subject to clause 2, we do not monitor Your Data. We shall only process Your Data in accordance with this Contract and as set out in our privacy notice (as amended from time to time).
13. How we may use your personal information
13.1 We will use any personal information you provide to us to:
- provide the Services;
- process your payment for the Services (where applicable); and
- inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
13.2 Our Privacy Notice with further details of how we will process personal information is set out in [insert link here].
14. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
14.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent misrepresentation.
14.2 Subject to clause 14.1, we will not be liable to you, whether in contract, negligence, for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
14.3 You agree that you use the Services and the Website entirely at your own risk. We exclude all other liability and responsibility for any amount or kind of loss or damage arising in connection with the Services or the Website generally (even if we have been advised of their possibility). You acknowledge that any output of the Services is reliant on Your Data and we are not responsible or liable for:
- any errors that may be contained in Your Data; or
- any loss, claim or damage arising out of any reliance placed on any output of the Services.
14.4 Subject to clause 14.1, our total liability to you arising under or in connection with the Contract, whether in contract, negligence, breach of statutory duty, or otherwise, will be limited to £10m in any one instance.
14.5 This clause 14 will survive termination of the Contract.
15.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 2.
15.2 We each may disclose the other’s confidential information:
- to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with
- this clause 15; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.4 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
16.1 We reserve the right to terminate the Contract and close your Account for any reason by giving you one weeks’ notice.
16.2 You may close your Account with us at any time by emailing us at [email protected] and providing us with at least 30 days’ notice.
16.3 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the Contract;
- you fail to pay any amount due under the Contract on the due date for payment;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
16.4 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
16.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
17. Events outside our control (Force Majeure)
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
17.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months
following termination of the Contract.
19. Communications between us
19. When we refer to “in writing” in these Terms, this includes email.
19.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or email.
19.3A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
19.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
20.1 Assignation and transfer
- We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
20.3 If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
20.4 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
21. Third party rights
21.1 The Contract is between you and us. No other person has any rights to enforce any of its terms.
22. Governing law and jurisdiction
22.1 The Contract is governed by the laws of Scotland and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.