Farm Focus End User Agreement
A. You must accept this End User Agreement before accessingand using the Services provided by us.
B. By accessing the Services, you agree to the terms of, and are deemed tobe a party to this, End User Agreement. If you do not agree to the terms ofthis End User Agreement, do not access the Services.
C. You enter into this End User Agreement as end user of theServices. In doing so, you confirm that:
· where you are using the Services on behalf of an entity, that you havethe authority to act on behalf of that entity; and/or
· excludingWorkspace Service, an accountant, rural professional, financial adviser or someother service provider to the Service user cannot be the subscriber for theServices. If your accountant, rural professional, or service provider hasentered into this End User Agreement on your behalf, they simply do so as youragent only.
D. We reserve the right to make changes to this End UserAgreement. We will notify you of anychanges to this End User Agreement and by accessing or using the Services afterthat notification you agree to be bound by those changed terms.
1. Defined terms and interpretation
1.1 In this End User Agreement unless the context otherwise requires:
Aggregate Data has the meaning given to it inclause 0.
Anonymous Data has the meaning given to it inclause 0.
Authorised Users means:
· the employees or other personnel of your organisation that access anduse the Services; and
· those third parties authorised by you,
in each instance, who access the Services on your behalf purely for yourinternal business needs. For clarity, a subscriber who authorises a WorkspaceSubscriber to access and modify its Data is not an Authorised User of the WorkspaceSubscriber for the purposes of this End User Agreement.
Applications mean any FarmFocus Applications, Focus Connect Applications or Third Party Applications owned or licensed by Farm Focus Ltd.
Beta Services means any of our services generally not publicly available to customers(and which may or may not subsequently become generally available).
Consumer Laws includes the Consumer Guarantees Act and the Fair Trading Act (NZ).
Contracted Services means any services provided byus to assist you in implementing or using the Services, including any Datamigration, Data restoration or support services (outside of the Support Terms).
Data means any data inputted by you(or on your behalf or on behalf of your client) or for which you grant accessto (or, as applicable, for which your clients grant you access to) through theServices (including via Applications or Third Party Data Feeds) but forclarity, does not include any Subscription Data, Anonymous Data or Aggregate Data.
Demo Farm means any demo farm that youare provided with access to when you subscribe for the Services, and as furtherdescribed in clause 0.
Documentation means any documentation orinformation we make available to you through the Website in and around accessto and use of the Services (but does not include any marketing or promotionalmaterial).
End User Agreement means this end user agreement, the Support Terms and our Privacy Policy (as amended by us from timeto time).
Farm Focus Applications means any “Farm Focus”software applications owned by us that we make available to you to installwhether through the Website or otherwise, and includes any releases or updatesto them (but, for clarity, excludes any Focus Connect Applications).
Focus Connect Applications means the “Focus Connect”software applications (that electronicallysupplies transaction data to accounting and other financial advisory practicesvia a Third Party Data Feed) ownedby us that we make available to you whether through the Website or otherwise,and includes any releases or updates to them.
GST has the meaning given to it inthe New Zealand, the Goods and Services Tax Act 1985.
IRD means the New Zealand InlandRevenue Department.
Privacy Policy means our privacy policy in place from time to time and contained on our Website at www.farmfocus.co.nz/privacy.
Scheduled Maintenance means routine maintenance that is carried out at set intervals for the purpose of releasing or updating versions of the Software (or Applications) or undertaking work to the Website and/or Applications.
Services means the services offered inNew Zealand (to users based in New Zealand and Australia) that you have subscribed for via the Website or requested directly from us, and that are delivered through the Website, Farm Focus Applications (or, as applicable, Focus ConnectApplications), including, as applicable, access to and use of the Software,Documentation, Subscription Data, Support Services and the Applications, and any Contracted Services.
Software means the financial managementsoftware (and any related software) that enables Service users to manage their (or, in the case of a Workspace Serviceuser, their clients’) cashflow, financial performance and forward planning and to collaborateon financial matters with their stakeholders and that is owned (or licensed) byus and made available through the Website and/or Applications.
Software Options means additional features offunctions of the Software that are made availablefrom time to time as optional extras for additional fees.
Subscription Data means all data created as aresult of the provision of the Services to you, and as applicable, othersubscribers of the Services.
Support Services means all access, support and maintenance services provided by us in connection with the Services.
Third PartyApplications meansany software applications owned by a third party but made available to you foruse in conjunction with the Services and installed through the Website orelsewhere (and includes any releases or updates to them).
Third Party Data Feeds means any of your dataprovided by a third party for use in the Services.
We means Farm Focus Limited and us and our have a corresponding meaning.
Website means www.farmfocus.co.nz or such other site as notifiedby us from time to time.
Workspace Service means the Farm Focus Service that enables an organisation that has subscribed for the Service to access and modify the Data of its clients via the Software, where the relevant client has authorised such access rights.
Workspace Subscriber means an organisation that has subscribed for the Workspace Service.
You means the End User of the subscriber for the Services and, as the context permits, includes the Authorised Users, and your has a corresponding meaning.
1.2 If there is any inconsistency between this agreement and the Support Terms and/or the PrivacyPolicy, the terms of this End UserAgreement will apply.
1.3 Where the word “including” (or an expression with a similar intention)is used in this Agreement, it willbe deemed to be followed by the words “withoutlimitation”.
2.1 Subject to your compliance with this End User Agreement:
· you are an end user of the Services, and either subscribe for theServices or you are an employee, contractor, or authorised user of a Subscriberto the Services, as selected on the Website or requested directly from us; and
· we grant you a non-exclusive, non-transferable and non-assignable rightto access and use the Services for your own, or your employer’s, internalbusiness purposes. Internal business purposes specifically excludes anycommercialisation or exploitation of information technology products orservices.
2.2 Where applicable, you will grant us appropriate access and usage rightsin respect of the relevant Third Party Applications and Third Party Data Feedsto enable us to properly provide the Services to you and comply with anyagreement entered into between us and the relevant third party provider.
2.3 During the term of this End User Agreement, we will provide you with theSupport Services over chat, email and phone during normal business hours. Wewill provide you with a maximum of 6 hours of Support Services each year of theterm of this End User Agreement. If you exceed the maximum amount of SupportServices as detailed in this clause, we will charge you by the hour at ourthen-current rates for any Support Services utilised by you over and above themaximum allocation. We make no warranty as to the timeliness of resolution ofany issue that may arise in the Services.
3.1 You may not subscribe for the Farm Focus Applications if you are anaccountant, rural professional, financial adviser or other service provider, unless you are entering into this End User Agreement (for access to the FarmFocus Applications) solely on behalf of your client. Any such purported subscription shall be void.
3.2 If you are entering into this End User Agreement on behalf of yourclient, you acknowledge and agree that any Data you input for or on behalf ofyour client will, as between you and your client, be owned by your client.
3.3 This clause 3 only applies to you if you have subscribed for the FarmFocus Applications.
4.1 The Focus Connect Application is designed only for use by accountants, rural professionals, financial advisers or other service providers. For this reason, you may only subscribe for the Focus Connect Application if you are an accountant, rural professional, financial adviser or other service provider and are using the Focus ConnectApplications for the purpose of performing professional services for your clients.
4.2 If you have subscribed for the Focus Connect Applications, you must:
2.1 ensure that only your personnel (and not your clients) access and use the Focus Connect Applications as your Authorised Users.
2.2 not, either directly or indirectly, solicit or entice any of our existing customers to end their full Service subscriptions with us;
2.3 ensure that you obtain and maintain all consents and authority necessary for us to (and warrant that you have done so):
2.4 Communicate directly with yourAuthorised Users and your clients whose transaction data you are accessing via the Focus Connect Applications.
2.5 Collect, store and use the contact information of your clients (whose transaction data you are accessing via the Focus Connect Applications) for our internal business purposes(including to inform such clients of any of our products, software, services or information that we believe they may be interested in), and to comply with the law or legal proceedings served on us (including any notification and reporting obligations and any access directions, imposed on us by any Government agency).
4.3 This clause 4 only applies to you if you have subscribed for the FocusConnect Applications.
5.1 Where we provide Contracted Services, we will do with the care, experience and skill as would reasonably be expected from a suitably skilled, trained and experienced person. All Contracted Services will be charged at the rates provided at the time of agreeing the Contracted Services, and as otherwise varied from time to time in accordance with the terms of this End User Agreement.
6.1 The Services (and each part of them) are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors or suppliers, as applicable). We (or our third party licensors or suppliers, as applicable) will retain all rights, title and interest in and to the Services(and each part of them), including all intellectual property rights.
6.2 Beyond the rights expressly granted to you, nothing contained in thisEnd User Agreement grants you any right or interest in, or licence to use, any of the intellectual property rights in the Services (or any part of them) or any other intellectual property rights owned by us or any of our third party licensors or suppliers.
6.3 You acknowledge and agree that, despite any other term of this End UserAgreement:
· no warranty or promise made by us in this End User Agreement applies in respect of any third party software (including Third Party Applications) and/or any Third Party Data Feeds accessed and used by you (or us for the purposes of fulfilling our obligations under this End User Agreement); and
· you will comply (in all respects) with any restrictions of use in this agreement or any other agreement entered into in respect of any third party software (including Third Party Applications) and/or any Third Party Data Feeds used in connection with (or incorporated into) the Services.
7.1 You may not transfer or share any of your rights under this End User Agreement in relation to the Services or any part of them.
7.2 Except as expressly permitted by relevant copyright laws, no copying, redistribution, displaying, performing, reproducing, licensing, transferring or publication of the Services (or any part of them) is permitted without our express written permission (which may be withheld at our sole discretion). Any copy made remains subject to the provisions of this End User Agreement, and all titles, trademarks, copyright notices and other legends shall be reproduced on such copy.
7.3 You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to:
· circumvent any software protection mechanisms in the Services (or any part of them), including, any such mechanism (including the Website and/or FarmFocus Application) used to restrict or control the functionality of theServices (or any part of them); or
· derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them).
7.4 We may modify, amend or cease to offer the Services (or any part of them) upon providing you with five (5) days’ prior written notice (or, in the case a Service incorporating Third Party Data Feeds, with immediate effect upon notice in writing to you).
7.5 In connection with the Services, you agree:
· you will comply (and will ensure each of your Authorised Users comply) with all applicable laws and regulations in relation to your access to and use of the Services, as well as all guidelines, procedures and policies notified by us from time to time.
· only your Authorised Users may access and use the Services;
· you will notify each Authorised User of the terms of this End UserAgreement and ensure that each of them strictly comply with the terms, and you will be responsible and liable for any breach by your Authorised Users of this End User Agreement;
· you will at all times, including after the term of this End UserAgreement, keep the Services, and the content associated with them, together with all access details, including passwords and codes, confidential;
· you are solely responsible for the Data, the contents of your e-mail messages, attachments and stored files and we reserve the right to remove from our servers any content that may expose us to potential liability (but for the avoidance of doubt a failure by us to do so does not relieve you from responsibility);
· you may not distribute through the Services any attachments, documents or files that do or may:
§ infringe any third party proprietary rights;
§ violate any law or regulation; and
§ contain viruses, trojan horses, worms, time bombs, or similar harmful programming routines;
· you may not use the Services in a manner that may damage, disable, overburden or impair either the Services or the networks connected to theServices;
· you may not attempt to gain unauthorised access to the Services, including but without limitation, through hacking or password mining; and
· you may not use the Services to collect personal information about third parties.
7.6 We may use technology (including digital rights management protocols) or other means to protect the Services, protect our customers, or to prevent you from breaching this Agreement.
7.7 If you area direct competitor of ours, or an employee, agent, contractor or related entity (located in or based in Australia or New Zealand):
• You must not access the Services except with our prior written consent.
• If you are not sure if you are a direct competitor then you must ask us in writing before accessing the Services.
• You must not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
• You must not screen shot or otherwise make any record of theServices or its interface.
8.1 You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting this requirement, you agree:
· not to allow any person other than Authorised Users to access and use the Services;
· to ensure that Authorised Users do not permit any other person to use their user name or log-on credentials;
· not to disclose, or permit any Authorised User to disclose, log-on credentials or any other information (such as security tokens or codes) that may allow any person (other than an Authorised User) to gain access to theServices;
· to inform us immediately of any known or suspected unauthorised access to or use of the Services; and
· you have sole responsibility for setting the administration privileges of each Authorised User and for monitoring whether those privileges are being adhered to.
We may assist you with administrative privileges as part of our SupportServices but will only do so if asked by you and will only access your information for these purposes if requested by you.
8.2 If you have subscribed for the Workspace Service and are accessing Data via the Workspace Service, you must:
8.2.1 ensure that your Authorised Users are all currentemployees, contractors, associates, or partners; and
8.2.2 remove access rights of any Authorised User immediatelyupon that user ending their relationship with your organisation, or uponrequest by any subscriber whose Data you (and your Authorised Users) areaccessing.
9.1 You acknowledge and agree that we are not responsible for, and have no liability in respect of,the Data or how you (or anyperson you have authorised to access your Data via the Services, including anyWorkspace Subscriber) use the Services. For the avoidance of doubt this includes the accuracy, completeness or quality of Data,the way in which you choose to input or code the Data, how you configure theServices to obtain Data and how you extract, use, store and access Data(including in meeting your statutory obligations).
9.2 You acknowledge and agree that you have read and acceptthe terms of our Privacy Policy from time to time. In particular, you agreethat we may carry out the matters set out in the Privacy Policy. 8.2If you enable Third Party Data Feeds or ThirdParty Applications in using the Services, you acknowledge that we may allowthose third party providers access to your Data to the extent needed to makethem work. We are not responsiblefor any disclosure, modification or deletion of your Data resulting from anysuch access by third party providers.
9.3 In order to provide you with the Services (and improve on them), we mayalso collect certain information about the performance of the Services and youruse of the Services. . as set out in the Privacy Policy.
9.4 We utilise third party analytics software on our Website,including use of cookies and beacons as set out in our Privacy Policy.
10 Ownership and management of data.
10.1 Subject to 00, the remainder of this clause 10, title andassociated intellectual property rights in the Data remain your property. Access to and use by you of yourData is subject to you not being in breach of this End User Agreement. To the extent necessary to perform theServices you grant a non- exclusive licence to us in respect of your Data. This licence extends to allowing us access to the Data to any Third Party Applicationsthat you may enable for use in conjunction with the Services, however we shallnot be responsible for any such access or use of the Data by any such ThirdParty Application provider.
10.2 You are solely responsible formaintaining a copy of all Data. We havein place for our own purposes policies and procedures to intend to prevent dataloss (and recovery) but we do not make any promises, warranties, or guarantees that there will not be loss of your Data. Weexpressly exclude any liability for any lossof Data whatsoever.
10.3 Following the expiration ortermination of this End User Agreement, we will retain your Data for a periodof 8 years should you need to access it (for example, for compliance with yourlegal, tax or accounting obligations). If you do need to access your Dataduring this period, we will renew your ability to access such Data for a fee(notified to you at the relevant time). After that period,, your Data will bedeleted from our systems (or anonymised) from theearlier of the date on which you request that we delete your Data, or a datethat is 8 years after the expiry or termination of this End User Agreement,subject to our legal or governance obligations to retain any Data or where Datahas been archived on our back-up systems (which are protected from any furtherprocessing). Despite the above, any of your Data from Services that we offeredprior to the Farm Focus Application (for example, Cash Manager Rural) will onlybe retained (and can only be made available) in CSV format and, if you wish toaccess such Data, and we hold that Data, then additional fees will be payableby the subscriber (as notified to you atthe relevant time).
10.4 You grant to us a non-exclusiveroyalty-free worldwide and irrevocable license permitting us to copy, anonymize, aggregate, process anddisplay Data to derive anonymous statistical and usage data, and data about thefunctionality of the Service, provided such data cannot be used to identify you or Authorised Users (Anonymous Data).
10.5 We may adapt or modify Anonymous Data or combine Anonymous Data with orinto other similar data andinformation available, derived or obtained from other clients, licensees,users, or otherwise (when so adapted, modified, combined or incorporated,referred to as Aggregate Data).
10.6 We may use Anonymous Data and/orAggregate Data to provide services including the copying, publication,distribution, display, licensing orsale of Anonymous Data or Aggregate Data and related or similar otherstatistics or data to third parties (and to you, should you elect to subscribe for same) pursuant to a separatelicensing or services arrangement or agreement. We will be the owners of all right, title and interest in and tothe Anonymous Data and Aggregate Data.
10.7 We may also use Anonymous Dataand Aggregate Data to enable us to inform you of any products, software, servicesor information that we believeyou may be interested in.
11.1 You agree to pay us in advance theannual/monthly fee applicable to the Services option you have subscribed to, asnotified to you at the time of subscribing to the Services (as amended fromtime to time by notice to you), together with any other costs and expensespayable by you in respect of the Services (including any Implementation Services).
11.2 Where you have providedcredit or debit card details to us, we are authorised to deduct any fees from that card as and when dueunder this End User Agreement, including on an auto renewal basis as describedin clause 12.40
11.4 If you select to addSoftware Options specified you agree to pay to us fees based on your usage ofthe Software Options in advance at the beginning of the next month or billingperiod (at our election).
11.5 Except under clause 11.6,where you pay a fee in advance for Services, no refund shall be payable to youif this End User Agreement is terminated early (for any reason), unless arefund is expressly provided for in this End User Agreement.
11.6 Iffor any reason you wish to cancel your subscription to the Services during thefirst ninety days after the start of the term of this End User Agreement as setout in clause 12.1,, you may notify us of such cancellation (in accordance withthe process at www.farmfocus.co.nz/cancellation-process), and we will cancel yoursubscription and refund you any fees paid in advance by you for the Services.
12.1 The term of the End UserAgreement begins the first time you access the Services, and expires when this End User Agreement is terminated.
12.2Either party may terminate this End User Agreement by giving the other at least30 days’ written notice, however where a minimum term applies, you cannotexercise this right except as setout in clause 12.4 0
12.3Despite the application of any minimum term, you may terminate this End UserAgreement at any time during the first three months of the first subscriptionperiod that you pay for in accordance with clause 11.6
12.4 If you agree to a minimum term at the time of subscribing then youagree that, other than as expressly provided for in clause 011.6 you will not terminate under clause 12.20 until that minimum term hasexpired. You also agree that onexpiry of the minimum term, your subscription will be automatically renewed foranother period equal to the minimum term (and that this will occur on aperpetual basis) unless you exercise your rights to terminate under clause 12.20 within 30 days of the expiryof the minimum term or the renewed term (as applicable).
12.5 We may immediately by notice in writing to you, terminate this End User Agreement where:
· you fail to comply with any term of this End User Agreement, includingfailure to pay any applicable fees or charges or where your direct debit isdishonoured (as applicable);
· required by law;
· we consider it necessary or desirable to do so in the context ofcompliance with and/or the mitigation of liability under any agreement we havewith any provider of Third Party Applications or Third Party Data Feeds; or
· we consider it necessary or desirable to do so to protect our interestsor the interests of anyone else.
12.6 Upon expiration or terminationof this End User Agreement you agree to immediately cease to access or use the Services and to destroy all accesscodes or passwords related to the Services and Confidential Information in yourpossession or under your control. You alsoacknowledge and agree that, upon termination of this End User Agreement for anyreason, we will not be obliged to refund any amounts paid in advance by you for the Services.
12.7 You will be provided with free access to a Demo Farm when you commit to a 12month or more paid subscription for the Services. The Demo Farm will contain aset of pre-populated data that you may change and experiment with. However, allchanges made by you to the pre- populated data in a Demo Farm will be reset byus weekly. Your access to and use of a Demo Farm is subject to the terms ofthis End User Agreement, except that access is provided to Demo Farms on an “asis – where is” basis, and as such the warranties given by us in clause 0 do not apply.
12.8 To cancel a subscription visitwww.farmfocus.co.nz/cancellation-process.
13.1 We may provide updates to, or newversions of, the Services (or any part of it) and reserve the right to takedown applicable servers hosting the Website, Software and Applications, toconduct Scheduled Maintenance, or any other urgent maintenance. We will use commercially reasonableefforts to perform Scheduled Maintenance outside of standard business hours inNew Zealand and provide prior notification toyou.
13.2 You must comply with ourinstructions in relation to any update or new version and notify us of anymaterial defects in accordance with clause 0.
13.3 To the maximum extent allowed by applicablelaw including Consumer Laws we are not liable for any adverse effect to youruse of the Services as a result of an upgrade, update, or new version of theServices (or any part of them).
13.4 From time to time, we mayinvite you to try Beta Services at no charge. Youmay accept or decline any such trial in your sole discretion. BetaServices will be clearly designated as such, for example as beta, pilot,limited release, preview, evaluation release or similar description. BetaServices are:
· for evaluation purposes only;
· Must not be used for production purposes;
· not to be considered as Services; unsupported; and
· not guaranteed of ultimate release as Services, or if released, may besubject to additional terms.
Any Beta Services trialled may be withdrawn by us at any time. BetaServices are supplied on an “as is – where is” basis, and as such the warrantiesgiven by us in clause 0 do not apply.
14.1 We warrant the Services will beprovided in accordance with generally prevailing industry standards in NewZealand. You must report any materialdeficiencies in the Services to us in writing within thirty(30) days of discovery of that defect.
14.2 We warrant that the then current,unmodified version of the Software provided by us through the Services willoperate in all material respects in conformity with the specifications statedin the Documentation.
14.3In the event of any breach of the warranties in clauses 14.1 0 and 14.2 0 or any other defect ordeficiency in the Software or Services (including any Subscription Data), yoursole remedy will be (at our option) the repair or replacement of thenon-conforming Software (or re-performance of the non-conforming Service)within a commercially reasonable time or a refund of the fee paid by you forsuch non-conforming Software.
14.4In the event of any breach of clause 14.3 5.1, your remedies will belimited to us resupplying the relevant Contracted Services.
14.5 We use commercially availableanti-virus software in the provision of the Services, but we cannotguarantee that the Services will be free from viruses, trojan horses, worms, time bombs, or similar harmful programmingroutines.
14.6 If you are a Workspace Subscriber and areaccessing Data via the Workspace Service, you warrant that you have obtainedthe express authorisation of each subscriber whose Data you will access, modifyand modify in connection with your use of the Workspace Service, to undertakeall actions available to you as part of the Workspace Service.
15. Exclusion of warranties
15.10The Services are provided, tothe extent permitted by applicable lawincluding the Consumer Laws, on an “as is” basis without any warranty orcondition of any kind, either express or implied. Use of the Services (and anypart of them) is at your own risk.
15.2 We do not represent that theServices (or any part of them, including any Subscription Data) will be error-freeor will satisfy all of your requirements. Nor do we provide any warranties inrespect of the accuracy, completeness,timeliness or supply of information (including Subscription Data) via theWebsite (or data storage centres) and/or anyApplications.
15.3Without limitation, to the fullest extent allowable by applicable law, the disclaimers in this clause 105 extend to implied warranties or conditions of merchantable quality orfitness for a particular purpose or warranties arising by statute or otherwisein law or from a course of dealing or usage oftrade.
15.4 Without limiting clause 15.30, you agree that you are acquiring the Servicesfor the purposes of a business, and as such, the guarantees provided under theNew Zealand Consumer Guarantees Act 1993 and any other applicable consumer protectionlegislation do not apply
16.1 As partof the Services, certain pre-coded transactions may be made available to you.These transactions may not have been correctly coded and we are not liable inany way if that has happened. It is your sole responsibility to ensure that transactions are correctly coded.
16.2 We are not your accountant andthe Services and Applications are not a substitute for taking professional accounting advice. You release us from all liability in relation to anylosses you may incur from failure to obtain professional accounting advice.
16.3 We are not liable to you for anyunauthorised access or use of your Data by any Workspace Subscriber (or any ofits Authorised Users) that you have authorised to access and take any action inrespect of your Data.
16.4 Any indication ofpricing, estimates or comparable examples generated by using the Services areindicative only and not intended to be relied upon by you. You should make your own independentenquiries of any pricing, estimates or comparable information made availablethrough use of the Services.
16.5 We are not responsible for theaccuracy or adequacy of any third party information sourced by us in providingthe Services (including any Third Party Data Feeds), or for the availability (or unavailability) of, or any defects or errors in, any Third Party Application.
16.6 Where you access theService from New Zealand and elect to use the automated GST report filing withthe IRD as part of the Services (Automated Filing Service), in respectof this Automated Filing Service, you acknowledgeand agree that:
· by clicking “file now” within any GST report in Farm Focus, youauthorise the automated filing (by Farm Focus) of the applicable GST returnwith the IRD;
· it is your responsibility to complete your GST report and click “filenow” in Farm Focus prior to the date on which the applicable GST return is dueto be filed with the IRD;
· the information contained in the GST return automatically filed with theIRD will consist solely of the information you have inputted into Farm Focus asat the time that you click “file now” within the relevant GST report. Noupdates that you subsequently make to your information in Farm Focus after thattime will be reflected in your GST filings with IRD;
· the Automated Filing Service will only file your GST return with the IRDand does not affect, limit or remove any other legal or taxation relatedobligation that you are subject to. For the avoidance of doubt, you will stillbe required to make all GST payments to the IRD; and
· you acknowledge the we will not be responsible or liable to you for anydelay in the filing of your GST return, except to the extent that such delayresults solely from a breach by us of the warranty in clause 14.10in which case your sole remedy shall be there-performance of the relevant Service in accordance with clause 14.40.
17.1 If you suffer loss ordamage as a result of any act or omission by us, including negligence, arisingout of or in connection with this End User Agreement, then all claims by youagainst us whether in contract, equity, tort (including negligence),breach of statutory duty or otherwise) or any other theory of liability arelimited in aggregate to the fees paid by you in the minimum sign-on period, orif no minimum period applies, the fees paid or payable for the 12 monthsimmediately prior to the act oromission giving rise to such claim.
17.2 Under no circumstanceswill we, or our third party licensors, suppliers or resellers (or any of theirdirectors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breachof statutory duty or otherwise) or any other theory of liability for any loss,liability, cost, damage or claim suffered or incurred by you in connection withyour access to or use of any ThirdParty Data Feed or Third Party Application.
17.3 Under no circumstanceswill we, or our third party licensors, suppliers or resellers (or any oftheir directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breachof statutory duty or otherwise) or any other theory of liability for any director indirect loss of profits, loss of revenue, loss of data (including theData), breach of security or privacy, lossof anticipated savings; or for any indirect, special or consequential losswhatsoever.
18. Indemnity
18.1 You agree to indemnify and hold us, our third partylicensors, resellers, suppliers (and their directors, officers and employees), harmless from all claims,liabilities, damages, losses (including legal fees) and expenses, due to orarising out of your use of the Services and/or any Third Party Application,and/or any breach of this End User Agreement by you. Except as expresslyprovided for in this End User Agreement, we will not be liable to you or to anyother person for any claim liability, damage, loss or expense arising directlyor indirectly out of or in connection with the Services, the implementation,maintenance, operation or use of the Services,any Third Party Application or otherwise in connection with this End User Agreement.
19.1 This End User Agreementis personal to you and may not be assigned by you or otherwise dealt with byyou without our prior written consent (which may be withheld in our absolutediscretion). If you are not a natural person, any change of control in yourcorporate entity will be deemed an assignment.
19.2 We may assign this End User Agreement to a third party at any time afternotice in writing to you.
20.1 Neither party shall beliable for any delay or failure to fulfil its obligations under this End UserAgreement arising directly or indirectly from any circumstance beyond thereasonable control of the affected party (including acts of God, flood,earthquake, storm, fire, epidemic, pandemic, war,embargoes, riot or civil disturbance), provided that the affected partyshall:
· notify the other party as soon as practicable of the event causing thefailure; and
· use all reasonable endeavours to continue to perform its obligations andmitigate the effects of the event.
· If any such event occurs and continues for a period of more than 30 daysthen either party may terminate this agreement by notice in writing to theother party.
21.2 The provisions of clause 0 do not apply toany information which:
· is public knowledge other than breach of this clause 0;
· is received from a third party who is in lawful receipt of theinformation and is able to disclose it to the recipient without restriction;
· is required by applicable law to be disclosed; and
· a party designates (by prior written consent) is not subject to theserestrictions.
22.1 This End User Agreement and the provision of theServices will be governed by New Zealand law and you agree to submit to theexclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services.
22.2 If any of provision ofthis End User Agreement is determined to be illegal, invalid or otherwiseunenforceable, then to the extent necessary, it shall be severed and deletedfrom these terms and the remainingterms shall survive and continueto be binding and enforceable.
22.3 Any delay, or failure on the part of eitherparty in enforcing any term or condition of the End User Agreement against theother party shall is not a waiver of any right of that party under the End User Agreement.
22.4 This End User Agreement is the entire agreementbetween the parties with respect to the use of the Services and supersedes all prior understandings regarding such subject matter.
22.5 Any provision necessary for the interpretation orenforcement of this End User Agreement shall survive any expiry or termination.
Last updated: February 2025
