AgriWiz User Licence Agreement
- “AgriWiz” means the software program to be used by the User, as amended or updated by the Licensor from time to time, and of which the key elements are contained in the User Manual;
- “Device” means the computer device utilised by the User;
- “Documentation” means the User Manual and any Recommendation provided to the User by AgriWiz;
- “Intellectual Property Rights” mean all present and future intellectual property rights in connection with AgriWiz, the Documentation and any other rights which may in the future be based thereon;
- Licence Fee” means the charge payable by the User to cover the use of AgriWiz and the Documentation;
- “Licensor” means AgriWiz Limited, Registration Number 175090;
- “User” means the person or entity licensed to use AgriWiz and the Documentation;
- “User Manual” means the manual containing all essential information for the User to make full use of AgriWiz, and includes a description of the program, system functions, capabilities and step-by-step procedures for access and use;
- “Recommendation” means the report issued to the User that recommends best practice in respect of irrigation and fertigation with the goal of improved yield and profitability for the User. The Use to ensure that their recommendation is reviewed by a suitably qualified and experienced expert.
- This agreement sets out the basis upon which the Licensor licences the User to use AgriWiz and the Documentation. Such use is subject to the User’s compliance with the terms and conditions set out herein.
Introduction to AgriWiz
- Agriwiz is an agricultural database which converts measurable and modulated agricultural related data to provide the User with a Recommendation.
- The data utilised by AgriWiz to provide the Recommendation is collected from the User, from probes and third party providers.
- As a result, the functionality of AgriWiz and the Documentation is entirely dependent on:
- the User providing the Licensor with accurate and correct information and data of the User; and
- the correct use, interpretation and application by the User, and reviewed by a suitably qualified and experienced specialist.
Licence to use
- Subject to the User’s compliance with this agreement, the User is hereby granted a non-exclusive, non-transferable licence to use AgriWiz and the Documentation on the Device.
- The User is responsible for the correct use, maintenance, regular security and integrity of the Device. The Licensor takes no responsibility for the effects of misuse or the malfunctioning of the Device or misuse by the User. The Licensor shall not be liable for any loss or damage whether direct or consequential arising from misuse or the malfunction of the Device
- The User acknowledges that it is only licensed to use AgriWiz and the Documentation in accordance with the express terms of this agreement and not further or otherwise
Fees and payment
- The User shall pay to the Licensor the Licence Fee.
- All fees and other charges are given exclusive of any value added tax imposed by law which shall be added thereto and paid by the User at the rate and in the manner prescribed for the time being by law.
- Payments shall be made by electronic funds transfer and free of bank charges. The User shall not have access to AgriWiz or the Documentation until payment has been made in full.
Intellectual Property Rights
The User acknowledges that all of the Intellectual Property Rights used or embodied in or in connection with AgriWiz and the Documentation are and will remain the sole property of the Licensor. The User shall not question or dispute the ownership of such rights at any time during the continuation in force of the agreement or thereafter.
The User’s Obligations
The User at all times during the period of this agreement agrees:
- to keep the Documentation and its knowledge of the operation or design of AgriWiz confidential;
- to study the User Manual and only select suitable staff to use AgriWiz;
- to allow the technical staff of the Licensor or any authorised representative access to the Device should this be necessary;
- to manage permission (i.e. read, write, insert and delete) rights of all other users that have access to the User’s account;
- to institute any new releases or error fixes and versions of AgriWiz in line with the Licensor’s instructions, and to keep machine-operating software up-to-date, and to pay all costs associated therewith; and
- to report all potential malfunctions in writing on the report forms provided by the Licensor in the User Manual.
- The Licensor agrees to support AgriWiz on a reasonable endeavours basis as herein set out for the currency of this agreement, subject always to the User complying with all the terms of this agreement.
- The Licensor will provide telephone support for AgriWiz during working hours. The Licensor will use all reasonable endeavours to respond to any email request by the User within a reasonable period of receiving notification of such need from the User. The purpose of the support shall be to endeavour to provide corrections for any errors found in either AgriWiz or the Documentation. Error correction is provided on a reasonable effort basis, and the Licensor cannot guarantee to correct any error within any given timeframe. The User shall endeavour to provide written notification and appropriate examples supporting any error found. This is subject to working times in South Africa, according to the UTC/GMT timeline.
- As part of the support service, the Licensor may provide updates and releases from time to time to AgriWiz. It is the User’s responsibility to install corrections, updates and releases to AgriWiz and for ensuring that its staff have the capability of doing so. The Licensor shall have the right to make additional charges for services which are required due to the User failing to install such items correctly or at all in accordance with Licensor’s instructions. The User to ensure that the web browser is kept up to date and it be recommended that the User uses Google Chrome or MS Edge browsers for a more reliable performance.
- The Licensor reserves the right not to deal with errors in AgriWiz which:
- are the result of failure of equipment or other software either of which are not covered by this agreement, faults in main electrical supplies or operator error;
- are the result of loss of connectivity;
- are, or could be reasonably construed as, a lack of knowledge of AgriWiz or the Documentation;
- are reported as errors which prove not to be so;
- re caused by the accident, neglect, misuse or default of the User or any third party;
- are due to acts of God, war, acts of violence or any similar occurrence;
- results from any attempt by any person, other than the Licensor, to modify or maintain AgriWiz otherwise than in the case of only trained User staff carrying out normal system functions;
- are caused by failure of fixed or removable storage media;
- are caused by capable or connector malfunction or breaks.
- The Licensor hereby indemnifies the User against any claim that the normal use or possession of AgriWiz and the Documentation infringes the copyright of any third party provided the Licensor is given immediate and complete control of any such claim, and that the User gives the Licensor or its licensors such assistance as they may reasonably require to settle or oppose any such claim provided that it shall meet the User’s reasonable cost of so doing.
- The Licensor reserves the right to replace or change all or any part of AgriWiz in order to avoid infringement or alleged infringement of any third party.
- The User indemnifies the Licensor against any claims of infringement of any intellectual property right of any third party by AgriWiz to the extent that such infringement or alleged infringement is the result if misuse by the User of AgriWiz contrary to this agreement including but not limited to the licence to use granted hereunder.
- The Licensor will not be responsible if the data systems or controllers of 3rd party service provider go down or cease to exist, or any changes made by a 3rd party.
- The User agrees and understands that AgriWiz will retain data of the User for the purpose of operating and upgrading AgriWiz, as well as data relating to the User’s use of AgriWiz.
- AgriWiz shall have no liability to the User for any loss or corruption of any such data, and the User hereby waives any right of action against AgriWiz arising from any such loss or corruption of such data.
- The User warrants and undertakes that:
- it has read and studied the User Manual and understands its contents and the application of AgriWiz;
- it is responsible for the training and general suitability of the individual members of staff operating AgriWiz and implementing the Recommendation; and
- all information and data provided to the Licensor in respect of AgriWiz is correct and up to date, and the Licensor is not responsible for the registration or entry of invalid or incorrect information and data.
- The Licensor provides all services relating to AgriWiz and the Documentation on an “as is” and “as available” basis, and does not warrant or guarantee that any services provided to the User in this regard:
- are free of errors or interruptions;
- will conform to the User’s requirements;
- will be made available to the User within any delivery timelines; or
- will meet the User’s requirements in terms of quality, performance, delivery and pricing.
- The Licensor makes no warranty and expressly excludes all warranties in respect of the contents of any information supplied by the User and any database supplied by third parties.
- The User warrants and undertakes that:
- The Licensor warrants that AgriWiz will conform generally in accordance with its specification as set out in the Documentation. The Licensor does not guarantee that AgriWiz is fit for the purpose of its purchase or that it is free from defects, as the program will always have a component of research and development and due to the nature of the programme and the various scenarios that may arise in the future.
- Except as expressly provided for in this agreement, no warranty, condition, undertaking or term, express or implied, as to the condition, quality, performance, merchantability or fitness for purpose of AgriWiz, the Documentation or support service or any part thereof shall be assumed by the Licensor, and except as expressly provided for in this agreement all such warranties, conditions, undertakings and terms are hereby excluded.
- Notwithstanding any other provision of this agreement in no event shall the Licensor be liable to the User for any direct, incidental, special, indirect or consequential loss of whatever nature, including but not limited to loss of use and/or loss of profits and/or loss or spoiling of data, howsoever cause, whether occurring in contract, delict, negligence or otherwise suffered as a result of the use of AgriWiz and/or the Documentation.
Term and Termination
- This agreement shall endure until the end of period of the last paid for season.
- The Licensor may terminate this agreement forthwith if:
- the User breaches any term of this agreement; and/or
- the User fails to pay the Licence Fee in accordance with this agreement; and/or
- the User does or allows to be done anything which may reasonably be considered by the Licensor to jeopardise any right of the Licensor in respect of AgriWiz and the Documentation or any part thereof.
This agreement constitutes the entire agreement between the Licensor and the User and supersedes all prior communications, representations and agreements relating to the subject matter hereof, whether written or oral.
Any amendment to this agreement must be in writing, referenced hereto and signed by the duly authorised representatives of both parties.
Mauritian Law shall be the governing law of the present agreement and Mauritian Courts shall have exclusive jurisdiction to hear any dispute arising therefrom.