FRS HERDWATCH LIMITED (TRADING AS HERDWATCH) – TERMS AND CONDITIONS OF SERVICE
PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE FRS HERDWATCH LIMITED (“FRS”) SOFTWARE APPLICATION KNOWN AS “HERDWATCH”. BY ACCESSING THE APPLICATION AND USING THE SERVICES ON IT YOU (“YOU”), ARE FORMING A CONTRACT AND AGREEING TO THE TERMS AND CONDITIONS THAT APPEAR BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS THEN PLEASE DO NOT USE THE APPLICATION.
1. Provision of the Service and How to Contact us
FRS provides expert farm services to farmers throughout Ireland – such services include the provision of a mobile herd manager application named “herdwatch” (the “Application”) which allows users to upload digital content concerning their livestock and herd records (the “Content”) to the cloud using their smartphone or computer or other such device (the “Service”).
Full contact details for FRS are as follows:
2. Licences Granted
FRS hereby grants You a non-exclusive, revocable, non sub-licensable, non-transferable license to use the Application. You hereby acknowledge that all copyright, database rights, website design, trade and service marks, logos and/or names, design rights, know-how and all other intellectual property rights (including any material used on the Application’s website situated at www.herdwatch.ie (“Site”)) (“Intellectual Property”) in each case whether registered or not belong to FRS (or applicable licensors) and may not be used in any way whatsoever without the prior and written consent of FRS.
You hereby grant to FRS a non-exclusive, transferable, revocable, sub-licensable, royalty-free worldwide licence to use the Content subject to the terms and conditions of this Agreement.
FRS fully respects your right to privacy and has a strict policy of complying with the terms of the Data Protection Acts 1988 and 2003. As referred to under clause 2 above, at certain times, and as a result of your interaction with the Application, FRS may hold and process personal information obtained about You for the purposes providing You with the Service. By registering with and/or using the Application You consent to this collection and use of your information. In addition, you grant FRS the right to use information gathered via the Application for internal purposes and to permit FRS to disclose such information to certain third parties provided that such information will not include personally identifying information, except as, a) authorised by You, b) to comply with applicable laws or this Agreement.
Please note that we may also use this information to send You information about our products and/or services – if at any time You do not wish to receive such information please contact us at: firstname.lastname@example.org or by post and we shall immediately cease such communication.
4. Warranties and Indemnity
FRS warrants that it will use all reasonable skill and care in the provision of the Service but makes no warranty that the Application and/or the Site is free from viruses or anything else that has contaminating and/or destructive properties. It is always your responsibility to adopt appropriate back-up, firewall and other precautionary security measures. You warrant and represent that You are the owner or licensee of any Content that You upload, record or otherwise transmit through the Service. You warrant and represent that You shall not publish, post, upload, record or otherwise transmit anything that: (i) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violates any law or statute, (iii) is defamatory, unlawfully threatening or unlawfully harassing; (iv) is profane, indecent, obscene, harmful to minors or pornographic; (v) contains any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false, misleading or inaccurate.
You agree not to: (1) use the Service in connection with chain letters, junk mail, pyramid schemes, spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person; (2) harvest or otherwise collect information about others; (3) knowingly interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks; (4) attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (5) use the Service for any illegal purposes whatsoever.
You agree to fully indemnify FRS from and against all claims, liabilities, costs and expenses (including but not limited to legal fees) arising out of your use of the Service or related to any breach of this Agreement.
5. Service Availability and Limitation of liability
The Service is provided on an “as is” basis and all conditions and warranties or representations whether express or implied are fully excluded from this Agreement to the extent that they can be excluded as a matter of applicable law. FRS fully reserves the right to modify, withdraw, suspend or restrict the availability of the Service or any part of it and without notice to You. FRS cannot be held responsible nor be liable to You in the event that an internet connection is broken for any reason and Your Content is not uploaded or is corrupted in any way. It is Your sole responsibility to ensure that any Content You upload using the Application is later checked and verified, particularly if you are in an area that is known or suspected of having intermittent internet access. If You are unsure if Your Content has been properly uploaded or not then please contact us and will use all reasonable endeavours to assist You.
Information provided via the Application is intended for the purposes of helping farmers better understand their business and animal health and viability and is not intended to be a complete substitute for professional advice and assistance and should be used in the same way as any reference tool and it is not be used as a stand-alone system. FRS shall not be under any obligation to provide You with any maintenance or support relating to the provision of the Service.
FRS will not be responsible for maintaining or providing any equipment or ancillary services needed to connect to or access the Service, including, without limitation, hardware devices, software, internet connection etc. You will be fully responsible for ensuring that all equipment or ancillary services are compatible with the Application and will be responsible for all charges in connection with the same. FRS would recommend never using the Application whilst driving equipment or where there is any risk of personal injury or accident and You hereby warrant and represent that You will not do so.
The Application is intended for the use of farmers within the Republic of Ireland only. If you access the Application from outside the Republic of Ireland you do so at your own risk and are responsible for compliance with the laws of your own jurisdiction.
To the maximum extent permitted by law, FRS shall not be liable to You for the use or inability to use the Service, whether in contract, tort (including negligence) or otherwise for:
6. Storage of Content
Although FRS does use a third party cloud storage provider that employs the latest in secure technology for back up of all Content please note that FRS will not be held solely responsible for the storage and/or back up of Content that You upload using the Service. It is highly recommended that You make your own independent arrangements for the storage and/or back-up of Your Content using standard best practice with respect to the same.
All notices shall be given to FRS via e-mail at: email@example.com or by post to FRS’s land address as set out under clause 1 of this Agreement.
The Service may contain links to websites and other resources however FRS is not responsible and shall not be held liable for the availability or content of these resources. No endorsement or approval of any such third party websites, their advice, opinions, information, products or services is expressed or implied by any information on the Site or elsewhere via the provision of the Service and where we provide links to other websites it is done for your convenience only and shall be at your own risk and we shall not be liable for any damages arising in connection therewith.
9. Term, Termination and Methods of Payment
The initial term of this Agreement shall be any free trial period (“Free Trial Term”) if offered, plus the 12 month period (“Standard Term”) following any Free Trial Term and initial payment, plus any extra period as offered by FRS from time to time for qualifying sign ups (“Term Extension”). During the Free Trial Term, this Agreement can be terminated at any time without notice or charge by either party. If before the expiry of the Standard Term plus any Term Extension (“Initial Term”), or any subsequent Term, you do not provide at least 30 days notice of termination of the Agreement then the Agreement shall automatically renew for a subsequent Term equal to the Standard Term from the date the previous Term expires. This Agreement and your access to the Service may be terminated by FRS at any time or by written notice if (in the sole and reasonable opinion of FRS) You are in breach of this Agreement and the breach is not properly remedied (which shall also be decided in the sole discretion of FRS) within the period of 7 days after written notice of the breach has been given to You.
Payment for the Application may only be made via debit card or credit card over the telephone or the internet – no cash or cheques will be accepted.
10. Dispute Resolution
Should there be any dispute arising out of this Agreement the parties shall use every effort to agree it informally, however, if that fails to resolve the matter then on the written request of any party it can be referred to an independent mediator, the identity of whom shall be agreed between the parties. In the event the mediator cannot be agreed by the parties within 14 days of one party’s written request to appoint a mediator, the Dublin office of the International Centre for Dispute (“ICDR”) Resolution shall appoint a single independent mediator in accordance with the rules of the ICDR. The costs of the mediation shall be shared equally and the place of conduct of the mediation shall be Dublin, Ireland. In the event that within a period of 30 days of the appointment of a mediator, the mediator is unable to resolve the dispute, the parties may submit the matter to the exclusive jurisdiction of the Irish Courts.
11. General and Applicable Law and Jurisdiction
No failure or delay on the part of FRS relating to the exercise of any right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any proceeding or succeeding breach by the other party to this Agreement.
FRS shall be under no liability to You in respect of anything, which notwithstanding this provision, may constitute a breach of this Agreement arising by reason of force majeure which includes Act of God and failure of third party delivery agents.
This Agreement (which shall incorporate the FRS privacy and other policies and/or procedures as applicable) contains the full and complete understanding between the parties and supersedes and replaces all prior arrangements, terms, representations and understandings whether written or oral relating to the subject matter of this Agreement and neither You nor FRS shall be bound by any variation or addition to this Agreement unless agreed in writing and signed by duly authorised representatives from both sides. If any parts of this Agreement are held to be invalid, the remaining parts of the Agreement will continue to be valid and enforceable. In the event of any inconsistency between the terms of this Agreement and/or any other third party terms and conditions the terms of this Agreement shall prevail.
This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.