Subscription

DAIRY MANAGER SUBSCRIPTION TERMS

Definitions:

Authorised Users: those employees and advisors of the Customer who are authorised to use the Services.

Customer: the business or individual paying the Subscription Fees and detailed on the Order Form

Customer Data: the data inputted by the Customer, Authorised Users, or Kingshay on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Subscription Term: the term of this agreement as set out in the Order Form.

Order Form: the Order Form detailing the services ordered and to be provided.

Services: the online subscription services provided by Kingshay to the Customer under this agreement via www.dairymanager.net or any other website notified to the Customer by Kingshay from time to time.

Subscription Fees: the subscription fees which may be payable by the Customer to Kingshay for the User Subscriptions, as set out in the Order Form.

User Subscriptions: the user subscriptions purchased by or granted to the Customer as detailed in the Order Form which entitle Authorised Users to access and use the Services in accordance with this agreement.

1. How the contract for services is formed between you and us

Kingshay shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.

2. User Subscriptions

2.1 Our subscriber pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

2.2 Subject to you purchasing or being granted User Subscriptions and the other terms set out in this agreement, Kingshay hereby grants you a non-exclusive, non-transferable right to permit Authorised Users to use the website and Services during the Subscription Term.

2.3 In relation to the Authorised Users, you undertake that the maximum number of Authorised Users who access the Services shall not exceed the number of User Subscriptions you have purchased or been granted by us.

3. Our acceptance of your Order

3.1 After you place an order for access to our Services, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. We will confirm our acceptance to you by sending you an e-mail which provides you access to the services you have purchased. The Contract between us will only be formed when we send you this confirmation.

3.2 For paid for services, you must pay Subscription Fees in advance, in cleared funds, in accordance with the instructions on our website.

3.3 If we are unable to supply you with a service or process your order we will endeavour to contact you by telephone or otherwise inform you of this by e-mail (to the contact details you have provided us with) and we will not process your order. If you have already paid for the services, we will refund you the full amount paid as soon as possible.

4. How to pay if Subscription Fees apply - Charges and payment

4.1 The Customer shall pay any Subscription Fees to Kingshay for the User Subscriptions in accordance with this clause and your Order Form. Where the costings service is provided via a third party, the Subscription Fees will be paid by the third party.

4.2 The Customer shall provide to Kingshay valid, up-to-date and complete bank credit card details or approved purchase order information acceptable to Kingshay and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

a) its credit card details to Kingshay, the Customer hereby authorises Kingshay to bill such credit card:
- i. for the Subscription Fees payable in respect of the Subscription Term; and
b) its approved purchase order information to Kingshay, Kingshay shall invoice the Customer
- iii. on the Effective Date for the Subscription Fees payable in respect of the Subscription Term; and
- iv. at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

4.3 Where Subscription Fees are charged, if Kingshay has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Kingshay:

a) Kingshay may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Kingshay shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Kingshay’ invoice(s) at the appropriate rate.

4.5 Kingshay shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions at the start of each Renewal Period upon 90 days' prior notice to the Customer.

5. Customer Warranties

You warrant that you shall:

a) comply with all applicable laws and regulations with respect to its activities under this agreement;
b) ensure that the Authorised Users use the Services and website in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
c) ensure that your network and systems comply with the relevant specifications provided by Kingshay from time to time; and
d) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to Kingshay's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

6. Acceptable Use of the Services and website

6.1 You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services or website that:

a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive;
b) facilitates illegal activity;
c) depicts sexually explicit images;
d) promotes unlawful violence;
e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
f) in a manner that is otherwise illegal or causes damage or injury to any person or property;

6.2 Kingshay reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

6.3 In your use of this service, you must not;

a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or website in any form or media or b) by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Services or website in order to build a product or service which competes with the Services and/or website; or
c) unless otherwise agreed, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or website or any content available to any third party except the Authorised Users, or
d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or website other than as permitted in writing.
e) allow any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Kingshay.
f) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
g) use data collected from our website or our directory to contact individuals or companies or other organisations (for any reason).
h) use data collected from our website or our directory for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

7. Suspension and Termination

7.1 Without prejudice to our other rights under these terms, if you breach these terms of use in any way, or if we reasonably suspect that you have breached these terms of use in any way, we may:

a) send you one or more formal warnings;
b) temporarily suspend your access to the website;
c) permanently prohibit you from accessing the website;
d) block computers using your IP address from accessing the website;
e) contact your internet services provider and request that they block your access to the website;
f) bring court proceedings against you for breach of contract or otherwise;
g) delete and/or edit any or all of your directory or website submissions; and/or
h) suspend and/or delete your account with the website.

7.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

8. Subscription Term and Termination

Your agreement for subscriber services shall, unless otherwise terminated earlier in accordance with this agreement, commence on the date Services are first made available to you from access and shall continue for the Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 30 days or as otherwise detailed in your Order Form), unless:

a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or
b) otherwise terminated in accordance with the provisions of this agreement; and the Subscription Term together with any subsequent Renewal Periods.

9. Subscription Term

9.3 Without affecting any other right or remedy available to it, Kingshay may terminate this agreement with immediate effect by giving written notice if:

a) You fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
b) you commit a breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of 15 days after being notified in writing to do so;
c) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 ; or otherwise suffer any event or proceeding that has, in Kingshay' opinion an effect equivalent to insolvency or you suspend or ceases, or threatens to suspend or cease, carrying on all or a substantial part of your business; or there is a change of control of your business or the Customer.

9.4 On termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate; (ii) Kingshay may destroy or otherwise dispose of any of the Customer Data in its possession unless Kingshay receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Kingshay shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Kingshay in returning or disposing of Customer Data.

9.5 Provided that, to the extent to which Customer Data is not personal data and provided that such data is entirely anonymised, Kingshay may retain a copy of the Customer Data for data aggregation and business intelligence purposes.

9.6 On termination of this agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

10. Cancelling your account with us

10.1 You may cancel your account with us by following the instructions detailed above.

10.2 We may cancel your account with us without cause by giving you at least 30 days' written notice of cancellation. Where we cancel your account on this basis, you will be entitled to a (pro-rated) refund of any element(s) of the charges paid to us in respect of the provision of services during any period after the date of effective cancellation of your account (and we will calculate the amount of such refund using any reasonable methodology).

11. Limitation of our liability

11.1 Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

11.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.

11.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, howsoever arising under or in connection with:

a) use of, or inability to use, our site / Services;
b) use of or reliance on any content displayed on our site / Services;
c) loss of profits, sales, business, or revenue;
d) business interruption;
e) loss of anticipated savings;
f) loss or corruption of data, information or software;
g) loss of anticipated savings;
h) loss of business opportunity, goodwill or reputation; or
i) any special, indirect or consequential loss, costs, charges, expenses or damage.

11.4 To the extent that the website and information and services on our website are provided free-of-charge, we will not be liable to you for any loss or damage of any nature.

11.5 Except as expressly and specifically provided in this agreement:

a) the Customer assumes sole responsibility for results obtained from the use of the Services and the website, and for conclusions drawn from such use. Kingshay shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Kingshay by the Customer in connection with the Services, or any actions taken by Kingshay at the Customer's direction;
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c) the Services and the website are provided to the Customer on an "as is" basis.

11.6 Except to the extent not excludable by law, Kingshay' total aggregate liability in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.

11.7 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

11.8 We are not liable for any delays, delivery failures, or any other loss or damage suffered by you as a result of your use of the Services provided by Kingshay, and you acknowledge that this service may be subject to limitations, delays and other problems inherent in the use of such services.

12. Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

13. Force majeure

Kingshay shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Kingshay or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Kingshay' or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

14. Assignment

14.1 You shall not, without the prior written consent of Kingshay, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

14.2 Kingshay may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

15. Communications between us

When we refer, in these Terms, to "in writing", this will include e-mail. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order. Please note that any notice given by you to us, or by us to you, will be deemed received and properly served, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. 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 e-mail that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16. Other important terms

16.1 All Intellectual Property Rights in or arising out of or in connection with this agreement or any other agreement we have with you shall be owned by us. All Kingshay materials are the exclusive property of Kingshay.

16.2 We may transfer our rights and obligations under any agreement with you to another organisation, but this will not affect your rights or our obligations under this agreement. We will always notify you in writing, by e-mail or by posting on our website if this happens.

16.3 You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

16.4 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

16.5 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.6 If we fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

17. Jurisdiction

These terms are governed by English law. This means that a contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

These terms and conditions supersede any previously issued terms and conditions for this website. These may be revised without notice.