Farming Online (FOL) Terms and Conditions
1 Definitions

"Act of Insolvency" means the appointment of a receiver or administrative receiver; or an order being made on an effective resolution passed for the winding up of the party in question; or ceasing to carry on business or suspending payment of debts or failing to pay, upon execution being levied therefore, any judgement debt in full; or any act of the same character in any other jurisdiction; or in the case of an individual, the committing of an act of bankruptcy.

"Customer" means the subscriber to the Service (or freeFOL user) and licensee of the Software who has access to the Service and has been granted access to the Service and has not been disbarred by reason of non-payment of fees and is bound in such usage by the terms and conditions herein set out.

"User Guide" means the instruction manual produced by FOL (as amended from time to time) which is issued to the Customer in connection with the Software.

"Service" means FOL's on-line agricultural information service and the provision by FOL for on-line shopping.

"Software" means software owned by or licensed to FOL which enables the Customer to access the Service.

"freeFOL" means the service referred to in clause 5.2

2 Use of the Licence
2.1 Subject to the terms of this Agreement, FOL grants to the Customer a personal, non-exclusive, non-assignable and non-transferable licence to use and display the Software for the purpose of accessing the Service.
2.2 The Customer may do any of the following:
(a) use the Software on a single computer or local area network for its own internal business purposes only. The Customer shall not permit any third party to use the Software on behalf of or for the benefit of any third party in any way whatsoever;
(b) transfer the Software from one computer to another provided that the Software is used on only one computer at a time and that copies of the Software are removed from the computer from which the Software is being transferred;
(c) make copies of the Software solely for the purpose of back up in which case, the copyright notice must be reproduced and included on the label on any backup copy.
2.3 The Customer may not without the express prior written consent of FOL:
(a) allow copies of the Software, User Guide, or other documentation to come into the possession of others by any means whatsoever;
(b) grant any rights to the Software to any other party;
(c) make any alteration to the Software or the User Guide except to the extent that the restriction is prohibited by any law which may be applicable from time to time.
3 Customer's Obligations

The Customer may only use the Service and the Software for lawful purposes.

3.1 In particular, the Customer warrants and agrees that:
(a) it will not knowingly use the Service to receive or transmit material which is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of intellectual property rights or which is otherwise unlawful, or the use, processing, transmission or publication of which is otherwise unlawful, or which attempts to encourage conduct from third parties which constitutes a criminal offence, gives rise to a civil liability or otherwise inviolates any applicable local, national or international law or regulation, or any other material which the recipient is reasonably likely to regard as unwelcome or inappropriate;
(b) it will not use the Service to transmit or post any chain letters, pyramid selling schemes, or any other unsolicited commercial e-mail of any quantity, nor collect, use or reply to any response from any chain letter, pyramid selling scheme or other unsolicited commercial e-mail;
(c) it will not use the Service to transmit or post any junk-mail, bulk mail or mail bombs;
(d) it will not attempt to gain access to unauthorised parts or components of FOL, the Services or the computer systems of FOL members and any other third parties;
(e) it will not transmit post or distribute by any means computer viruses, worms or any other material which is intended to interrupt, damage, render less efficient or in any way impair the Services or Software of FOL, its members or any third party;
(f) except as expressly permitted in this Agreement, neither the Customer nor its designated authorised users may reproduce, re-distribute, re-transmit, publish or otherwise transfer, or commercially exploit, any information, software or other content which they receive through the Service;
(g) unless anything to the contrary is agreed between the parties, the Customer's account is to be used by the Customer or the Customer's authorised users only and it will not allow simultaneous access using the same login and the Customer shall be responsible for all use of the Service accessed through its password;
(h) it will keep the user name and password strictly confidential and secure and not allow them to become public knowledge or otherwise available to any person other than its authorised users and the Customer will not store the password anywhere on or in a computer in plain text;
(i) it will inform FOL in the event of the password becoming known to any unauthorised person.
3.2 The Customer is responsible for ensuring the accuracy of all facts and information it may supply when using the Service.
3.3 The Customer is responsible for ensuring that any information or advertising which it makes available through use of the Service complies with all relevant statutes, regulations, statutory instruments or other law applicable to the jurisdiction in which any of the information or advertising will be received.
3.4 Should the Customer have any cause for complaint in connection with any goods or services bought through FOL’s on line shopping service, the Customer shall bring the matters to FOL’s attention as soon as practicable and shall provide full particulars.
3.5 The Customer is responsible for ensuring that any information or advertising which it makes available through use of the Service complies with all relevant statutes, regulations, statutory instruments or other law applicable to the jurisdiction in which any of the information or advertising will be received.
3.6 The Customer shall also adhere to the standards of institutions of which it is a member and shall comply with all relevant guidelines and codes of practice including without limitation the British Code of Advertising Practice, the British Code of Sales Promotions Practice and other guidelines or codes of practice which relate more specifically to the business of the Customer, or the nature of the produce or the nature of the material.
3.7 It is acknowledged by the parties that FOL cannot control material sent over the Service and therefore FOL shall have no liability whatsoever in the event of the Customer receiving material which may be misleading, inaccurate, defamatory, offensive, threatening or obscene. The Customer further acknowledges that the consequences of any decision taken by it in relation to its business based on such material and any other use of or reliance on such material is solely its responsibility and FOL can accept no liability whatsoever for any loss or damage which may be suffered as a result.
3.8 The Customer agrees to take appropriate action to protect its computer and its network from viruses.
4 Suspension of the Service
4.1 FOL may suspend the Service immediately in the event of any breach of any terms and conditions of this Agreement including (without limitation) late or non-payment of sums due.
4.2 From time to time the Service in whole or in part may be closed down for routine repair or maintenance work. FOL will give as much notice as in the circumstances may be reasonable and shall as far as possible endeavour to carry out such work during the scheduled maintenance periods which will be notified to the Customer from time to time.
4.3 FOL may deny access to all or any part of the Services if the telephone calling line identification is blocked from the telephone line with which the Customer uses to access the Services.
4.4 FOL may close access to any feature of the Services or to discontinue the Services temporarily if the Customer remains on-line during a significant period of inactivity.
4.5 FOL may similarly close access to any feature of the Services or to discontinue the Services temporarily if any Customer or Customers using free calls to access the Service is in FOL’s reasonable opinion likely to cause disruption or delays for other Customers by virtue of unusually high levels of usage of server capacity.
5 Charges and Payments
5.1 All charges, charge rates and applicable terms of payment shall be as listed in the current price list for the Software and the Service and shall be subject to change by FOL upon giving the Customer not less than 30 (thirty) days prior notice. All charges and charge rates expressed are exclusive of any taxes which are or may be applicable. User Guide and Software will be provided on receipt of payment in respect of the Customer's first order. Thereafter any payments become payable 30 (thirty) days after invoice.
5.2 FOL reserves the right to make selected pages available free of charge as a means of advertising and allowing users to sample FOL's service.
6 Warranty
6.1 FOL will use its reasonable skill and care in providing the Service and will use reasonable endeavours to provide a prompt and continuing service but will have no liability whatsoever for direct or consequential loss arising from any delay or failure to provide or for any loss of data which may result from delays, failure of deliveries or Service interruptions outside the control of FOL including (but without limitation) to those arising from errors or omissions on the part of the Customer or from levels of usage which are unusually large and which have the effect of causing disruption or delays in the Services.
6.2 FOL warrants that the Software will be free from defects in materials and workmanship.
6.3 FOL does not warrant that the Software is error free or operates without interruption or is compatible with all equipment and software configurations. The security mechanism implemented by the Software has inherent limitations and the Customer should satisfy itself that the Software sufficiently meets its requirements. FOL gives no warranty whatsoever as to the quality of information received through the Service.
6.4 Unless death or personal injury is caused by the negligence of FOL, the warranties contained in clauses 6.1 and 6.2 shall be the full extent of FOL's liability in respect of the Software and the provision of the Service and all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise are hereby excluded to the fullest extent permitted by law.
6.5 If FOL receives written notice from the Customer after the date of this Agreement of any breach of clause 6.2 then FOL shall at its own expense and within reasonable time after receiving notice remedy the defect or error in question, or provide a suitable work around.
6.6 FOL shall have no liability or obligations under clause 6.2 unless it shall have received written notice of the defect or error in question within 90 (ninety) days from the date of the Customer's subscription to the Software and the Service.
6.7 The warranties contained in clauses 6.1 and 6.2 shall be subject to the Customer complying with its obligations under this Agreement and to there having been made no alterations to the Software by any person other than FOL and to the Customer having used the Software and the Service strictly in accordance with the instructions of FOL. Further, this warranty will not apply if repair is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electric power, air conditioning, humidity control or other environmental conditions or if the problem is caused by computer hardware, computer operating systems or the use of the Software in conjunction with software other than the Software. When notifying a defect or error the Customer shall (so far as it is able) provide FOL with a documented replicatable example of such defect or error.
6.8 The Customer acknowledges that the Software has not been prepared to meet the Customer's individual requirements and that it is therefore the responsibility of the Customer to ensure that the facilities and functions of the Software meet its requirements.
6.9 FOL in providing facilities to enable goods and/or services to be bought and sold on line does not act as principal, not does it make any representation express or implied about the quality or suitability of the goods and/or services or the good standing or creditworthiness of the relevant buyer or seller. Such activities are carried on at the Customer’s own risk. Customers should exercise extreme caution before paying for goods in advance of delivery.
7 Limitation of Liability
7.1 FOL will not be liable for any of the following losses which may arise by reason of any breach of the express terms of this Agreement or (to the extent that they have not been excluded by clause 6.4) any implied warranty, condition or other term, any representation or any duty of any kind imposed on FOL by operation of law:
(a) indirect;
(b) incidental;
(c) consequential damages;
(d) income;
(e) data;
(f) use; or
(g) information
with the exception of death or personal injury caused by FOL's negligence.
7.2 Customers making use of FOL’s on line shopping facilities do so at their own risk. FOL does not buy or sell as principal and accepts no responsibility for the quality or suitability of any goods or services, the timely arrival or condition of goods or the creditworthiness or good standing of any supplier or Customer, although FOL will act upon any complaint it does receive.
7.3 Unless otherwise provided in this Agreement the liability of FOL in respect of a breach of any express or implied term of this Agreement shall be limited to the reasonable cost of remedying any defect in the Software or the Service or matter constituting such breach and in no circumstances shall FOL's liability exceed the total amount paid by the Customer to FOL in the immediately preceding period of 12 (twelve) months in connection with the Software and the Service.
7.4 FOL advises that experience has shown that computer software such as the Software may contain "bugs" or errors, no matter what standard or care is used in designing or programming, and that testing will not always reveal "bugs" or errors. The Customer acknowledges and undertakes that it shall be solely responsible for any use made by it of the Software and any results derived from or product of the Software or the Customer's use of the Service.
7.5 FOL has not vetted and nor does it accept responsibility for the contents of any of the sites accessible via hyperlinks from the Service and does not accept any duty of care in respect of and nor does it make any representation express or implied in relation to the accuracy or reliability of the contents of any link site; nor does the existence of any link constitute any implied endorsement of any site, its sponsor, its products or its services nor should any views expressed on that site be taken to reflect the views of FOL
8 Non-Assignment Etc
8.1 This Agreement is personal to the Customer and the Customer may not without prior written consent of FOL assign or dispose of it, part with any interest in it or grant any lease or licence or delegate any of the rights conferred by it. FOL shall be entitled to assign this Agreement in whole or in part.
8.2 The Customer may use the Service to link into other networks worldwide and in that event the Customer agrees to conform to such acceptable use policies of such networks as may be disseminated from time to time.
8.3 The Customer accepts that information supplied by it on the on-line registration document will be available to users of the Service.
9 Indemnity

The Customer will indemnify and keep indemnified FOL from and against all losses, actions, costs, claims, demands and proceedings and all expenses including reasonable legal expenses incurred by FOL as a result of the Customer's breach and non-observance of these terms and conditions or arising out of any action which may be brought as a result of any failure to perform any obligations under any contract for the sale or purchase of goods.

10 Termination
10.1 The Licence granted to the Customer hereunder will remain in force until terminated. The Customer shall be entitled to terminate the licence granted by this Agreement immediately at any time by giving notice in writing, although any outstanding contractual period must still be paid for.
10.2 If either party commits any material breach of this Agreement and fails to remedy the same (if remediable) within 30 (thirty) days of notice to do so from the other or if any Act of Insolvency (as defined) in relation to either party shall occur, the other shall be entitled to terminate this Agreement forthwith.
10.3 FOL may at its sole discretion immediately terminate this agreement without prior warning if FOL has reasonable grounds to believe that the services are being used in breach of sub-clause 3.1
10.4 On any termination of this Agreement the Customer shall promptly return to FOL the Software and any copies of the Software and irretrievably delete all the same in any of its equipment or on any storage media in its possession or control, and shall within 7 (seven) days of such termination certify that it has done so, and shall make no further use whatsoever of the Software.
10.5 Any termination shall be without prejudice to any liability of either party which has already accrued.
10.6 The waiver of any right contained in this Agreement by either party shall not be construed as a waiver of the same right at a future date or as a waiver of any other right contained in this Agreement.
11 Notices

Any notice or other communication required to be given hereunder shall be given by post or facsimile copy addressed to the party to receive such notice at its address contained in the Agreement or such other address as shall have been notified to the other for the purposes of the Agreement. Any notice so given by post shall unless the contrary is proved, be deemed served at the expiry of three days after it is posted and in proving such posting it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted as a first class pre-paid letter. Any notice given by facsimile copy shall, unless the contrary is shown, be deemed to have been served when in the ordinary course of transmission it would first be received by the addressee in normal business hours.

12 Force Majeure

FOL shall not be liable for any delay in or failure to perform its obligations if that delay or failure is caused by circumstances beyond its control, including without limitation fires, strikes, insurrection, riots, embargoes, inability to obtain supplies, refusal or revocation of licence or regulations of any civil or military authority. Where any such circumstances continue for a period of 3 (three) months FOL may by notice to the Customer terminate this Agreement whereupon the Customer shall forthwith cease to use the Software.

13 Supervening Illegality and Severance

If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

14 Publicity

The Customer acknowledges that FOL may from time to time send communications to the Customer via email advising the Customer of further goods and services offered by or through FOL.

15 Governing Law

This Agreement shall be governed and construed in accordance with the laws of England and Wales.

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