Agricademy, we, us and our means Agricademy New Zealand Limited (operating as Agricademy), a company incorporated in Martinborough, New Zealand (the provider of the Service), and
Customer, you or your means the person who uses the Service and/or the Website and is the holder of an Account.
All other capitalised terms not otherwise defined have the meaning given to them in clause 19.
- If you wish to access and use the Service, you must become a registered user and activate an Account.
- Only your Authorised Users may access the Service using your Account. You may only authorise your Students to be your Authorised Users.
- You will be prompted, within the Service to make payment of the relevant Fees. All Fees are as detailed on the Website, unless otherwise expressly agreed in writing between you and us.
- Agricademy New Zealand Limited will appear on cardholder statements for any credit card transactions made through Website.
- All prices on the Website are in New Zealand dollars and include goods and services tax (currently at 15%).
- You agree:
- to provide an appropriate and safe place to work for all Accredited Trainers providing on-farm Services to you and your Authorised Users, and any other representatives of Agricademy (or its partners) who visit your property in connection with the Service;
- to ensure on-time attendance at, and active engagement with, all on-farm Services by your Authorised Users;
- not to (and to ensure that your Authorised Users do not) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the Service or its Content;
- not to use (and to ensure that your Authorised Users do not use) the Service for any illegal purpose;
- not to (and to ensure that your Authorised Users do not) distribute through the Service or the Website any attachments, documents, data or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law (including any Data Privacy Law), statute, ordinance or regulation; or (iii) are defamatory, libellous or obscene;
- to ensure that any information you (and your Authorised Users) provide in connection with your Account and use of the Service is accurate and current, and that you will promptly notify us of any change in such information;
- to keep (and ensure your Authorised Users keep) your Account details and passwords strictly confidential and not share your Account password with any other person;
- to use (and ensure your Authorised Users use) the Service in a way that does not damage, disable, overburden, or impair the Service;
- not to attempt to modify, translate, adapt, edit, decompile, disassemble, reverse engineer or undermine the security or integrity of any software programs used by us in connection with the Service or the Website.
- You may not access the Service if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
- The Content may include technical, typographical, or photographic errors. We not warrant that any of the Content is accurate, complete, or current.
- We may make changes to the Content contained on the Website or otherwise made available via the Service at any time without notice.
- You accept that the Service and Website may evolve and change over time. We reserve the right at any time to modify, adapt, suspend or discontinue, whether temporarily or permanently, the Service (or any part of it) and/or the Website with or without notice to you. To the extent permissible at law, we will not be liable to you or to any third party for any modification, adaptation, suspension or discontinuance of the Website or Service.
- Disruption of Service
- or repair of the Website or Service or for any other reason within or outside our control.
- To the extent permissible at law, we shall not be liable for any loss or damage caused or suffered (by you, your Authorised Users) as a result of any partial or total breakdown of, or inability to use, the Website or the Service. We will use reasonable endeavours to promptly address (during normal business hours) technical issues that arise in relation to the Website or the Service.
- We use commercially available anti-virus software in the provision of the Service, but we cannot guarantee that the Service or Website will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
- You agree the Service is acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 (and/or any other applicable consumer legislation in the jurisdiction in which the Service is being accessed) do not apply.
- Customer Data
- You also grant to us a non-exclusive irrevocable license to copy, anonymize, aggregate, process and display Customer Data to derive anonymous statistical and usage data, and data about the functionality of the Service and Website, provided such data cannot be used to identify you or your Authorised Users (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data). We will own all right, title and interest in Aggregate Data.
- You warrant and represent that:
- You are solely responsible for maintaining a copy of all of your Customer Data. We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but does not make any guarantee around loss of Customer Data and, as such, we expressly exclude any liability (to you or your Authorised Users) for any loss or corruption of Customer Data.
- You acknowledge that the operation of the Service depends on the supply by you and your Authorised Users of accurate and up to date Customer Data.
- Title, copyright and all other proprietary rights in the Website, the Service, the Content any software or intellectual property used by us to develop and provide the Service, and any associated updates or documentation (and all parts and copies thereof) will remain with us.
- If you provide us with ideas, comments or suggestions relating to the Website or the Service (together feedback):
- we may use or disclose the feedback for any purpose; and
- all rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us.
- We will make every reasonable effort to keep your Customer Data secure. We will not disclose your confidential information, except:
- to our personnel and any service providers that we work with where necessary to operate the Website and/or the Service;
- if required or permitted by law; or
- where you (or your Authorised Users) otherwise give us permission to do so.
- Nevertheless, because internet transmissions cannot be guaranteed to be 100% secure in all aspects (including in relation to unauthorised use and disclosure of Personal Information), you acknowledge and agree that you use the Website and the Service at your own risk, and you should only proceed to use the Website and/or the Service if you accept this condition.
- You shall be liable for all action taken by any person that has obtained access to your Account (whether they have authorised such access or otherwise) and agree to notify us immediately of any unauthorised use of your Account, or other breach of privacy or security.
- We collect and process your personal information and personal information of you Authorised Users when you (or your Authorised Users, as applicable) access or use the Website and/or the Service. In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your (and your Authorised Users’) use of the Services and Website.
- You must:
- comply (and ensure compliance by your Authorised Users) with all Data Privacy Laws in connection with the collection, use and disclosure of any Personal Information of any person;
- not (and will ensure your Authorised Users do not) use the Website or the Service in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them);
- not (and will ensure your Authorised Users do not) share another person’s Personal Information without that person’s explicit permission;
- notify us without undue delay if any Authorised User withdraws his or her consent, or any part of their consent, or objects to any processing of his or her Personal Information. This shall include any withdrawal of consent, or objection received by you (or any of your Authorised Users) from a person to whom the Personal Information relates;
- upon becoming aware of any unauthorised access, use or disclosure of Personal Information, or any other breach, or suspected breach, of your (or our) security safeguards, notify us without undue delay and provide timely information relating to the incident as it becomes known or as is reasonably requested by us; and
- not upload or transfer (or enable your Authorised Users to upload or transfer) “sensitive data” (as that term is defined in applicable Data Privacy Laws) to the Service or Website.
- You agree to indemnify, and keep indemnified, us and our affiliated companies against any and all liabilities, costs (including legal fees), claims, demands or damages incurred or suffered as a result of any:
- your (or any of your Authorised Users) use of the Website, the Service or any Content;
- violation of any privacy, intellectual property rights or other rights of a third party by you, your Authorised Users or any person using your Account.
- In no event or circumstance will either you or us be liable to the other, whether under contract, tort, strict liability, negligence or otherwise at law for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or for any loss of profit, use, content, data, opportunity, revenue or business, whether caused by either of us, our employees, agents or any other persons acting on our behalf.
- Cancellation and suspension
- You may cancel your Account at any time by following the prompts within the Website or the Service.
- we consider it necessary or desirable to do so to protect our interests or reputation or the interests of any other person.
- Upon termination of your Account (for any reason):
- you acknowledge and agree that no Fees (paid in advance and which relate to the period following termination) will be refunded to you;
- you must immediately cease (and ensure all your Authorised Users immediately cease) to access or use the Service, and destroy all access codes or passwords related to the Service and our Confidential Information in your possession or under your control;
- all of your Customer Data, other than Anonymous Data or Aggregate Data, shall be deleted from the Website;
- your Account shall be removed from the Website;
- We may suspend access to the Website and the Service at any time:
- for such time as is necessary to carry out maintenance we consider to be necessary or desirable;
- to reduce or prevent interference with the Website or the Service, or a breach of any applicable law; or
- if required to do so as a result of a direction by any Government, law enforcement or other authority.
- Use of third parties
- You agree that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Website, and the Service, and store and manage Content.
- The Website and Service may provide links to other sites or resources. Because we have no control over such sites and resources, you acknowledges and agree that we:
- are not responsible for the availability of such external sites or resources, and do not endorse and are not liable for any content, advertising, products or other materials on or available from such sites or resources; and
- will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
- Where any Dispute arises, you (or your representative) and Agricademy will negotiate in good faith in an attempt to resolve the Dispute amicably.
- Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate any dispute in terms of the New Zealand Resolution Institute standard mediation agreement.
- If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in New Zealand.
- Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
Account means an account within the Service registered by a Customer and enabling the Customer and its Authorised users to access and use the Service.
Accredited Trainers means any training personnel accredited by us to perform on-farm training services to you and your Authorised Users.
Authorised Users means any of your Students that you have authorised to access the Website and Services.
Content means all content, training materials, data or other information made available to you (or your Authorised Users) via the Service, but excludes any Customer Data.
Customer Data means any data or information that you (or any of your Authorised Users) upload into (or otherwise make available via) the Service and/or the Website, or any other interactions that you or any such person has with us or you in connection with the Service or your Account.
Data Privacy Laws means the data protection and privacy laws applicable to the processing of Personal Information that we are committed to comply with, including:
a. the Privacy Act 2020 (New Zealand); and
b. any other applicable privacy laws.
Fees means the fees payable by you to access and use the Service, as detailed on the Website.
Personal Information means information about an identifiable individual, or an individual whose identity can be reasonably ascertained, from that information.
Service means the:
a. online training modules made available to you and your Authorised Users via the Website, and
b. on-farm training services undertaken for you and your Authorised Users by us or any of our Accredited Trainers.
Students means, if applicable, any students authorised by you to access the Service using your Account.
Website means the website at https://agricademy.co.nz/ through which the Service may be accessed by you, including parts or features of that website that can be used or accessed without requiring registration or logging into.