Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Terms of Website Use
of this for future reference.
must not use our site.
Other applicable terms
collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
Changes to these terms
are binding on you.
Accessing our site
You are responsible for making all arrangements necessary for you to have access to our site.
applicable terms and conditions, and that they comply with them.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and
facilities, including the internet, and you acknowledge that the Services and website may be subject to limitations, delays and other problems inherent in
the use of such communications facilities.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all
or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
Kingshay does not warrant that your use of the website or Services will be uninterrupted or error-free; or that the Services and/or the information
obtained by you through the website or Services will meet your requirements.
You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, reproduce, adapt, publish, store and
copy that content and to distribute and make it available to third parties.
You are responsible for the content and accuracy of all content you upload to our website or services.
We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you.
Your 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.
You own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity,
accuracy and quality of the Customer Data.
Kingshay shall follow its archiving procedures for Customer Data as set out in our Back-Up Policy. In the event of any loss or damage to Customer Data, the
Customer's sole and exclusive remedy shall be for Kingshay to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the
latest back-up of such Customer Data maintained by Kingshay in accordance with the archiving procedure described in its Back-Up Policy. Kingshay shall not
be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by
Kingshay to perform services related to Customer Data maintenance and back-up).
You agree to: (a) maintain at least one additional current copy of your Customer Data stored on the Services somewhere other than on the Services; (b) use
reasonable security precautions in connection with your use of the Services. Kingshay does not have knowledge of the data you store within the Services,
including the quantity, value or use of such data. You are therefore responsible to take all reasonable steps to mitigate the risks inherent in the
provision of the Services, including data loss. The Services that Kingshay has agreed to provide to you to mitigate such loss are set out in the Service
Order Form and our Back up Policy, which may include backup services and geographically redundant servers. We do not promise to back up your data except to
the extent you have purchased backup services detailed in your Back Up policy and we do not promise to retain any data backup(s). In all events you release
Kingshay from liability for loss of data to the extent that the data has changed since the time that Kingshay were last required by the Agreement to
perform a backup.
DAIRY MANAGER SUBSCRIPTION TERMS
: those employees and advisors of the Customer who are authorised to use the Services.
the business or individual paying the Subscription Fees and detailed on the Order Form
: 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.
: the term of this agreement as set out in the Order Form.
: the order form detailing the services ordered and to be provided.
: 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.
: the subscription fees payable by the Customer to Kingshay for the User Subscriptions, as set out in the Order Form.
: the user subscriptions purchased by 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
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.
Subject to you purchasing 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.
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.
3. Our acceptance of your Order
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.
For paid for services, you must pay Subscription Fees in advance, in cleared funds, in accordance with the instructions on our website.
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
- Charges and payment
The Customer shall pay the 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.
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
(ii) on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) its approved purchase order information to Kingshay, Kingshay shall invoice the Customer
(i) on the Effective Date for the Subscription Fees payable in respect of the Subscription Term; and
(ii) at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
and the Customer shall pay each invoice within 30 days after the date of such invoice.
If Kingshay has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Kingshay:
(i) 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
(ii) 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.
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's invoice(s) at the appropriate rate.
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 its network connections and telecommunications links from its 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
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:
1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
6. in a manner that is otherwise illegal or causes damage or injury to any person or property;
and 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.
You shall not:
1. 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 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
2. 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
3. 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
4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or website other than as permitted in writing.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or
use, promptly notify Kingshay.
You must not 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.
You must not use data collected from our website or our directory to contact individuals or companies or other organisations (for any reason).
You must not 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
- send you one or more formal warnings;
- temporarily suspend your access to the website;
- permanently prohibit you from accessing the website;
- block computers using your IP address from accessing the website;
- contact your internet services provider and request that they block your access to the website;
- bring court proceedings against you for breach of contract or otherwise;
- delete and/or edit any or all of your directory or website submissions; and/or
- suspend and/or delete your account with the website.
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 shall constitute the Subscription Term.
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;
suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is
deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986
; or otherwise suffer any event or proceeding that has, in Kingshay's 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.
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.
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.
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.
9. Cancelling your account with us
You may cancel your account with us by following the instructions detailed above.
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).
10. Limitation of our liability
misrepresentation, or any other liability that cannot be excluded or limited by English law.
10.2 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.
10.3 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:
use of, or inability to use, our site / Services;
use of or reliance on any content displayed on our site / Services;
loss of profits, sales, business, or revenue;
loss of anticipated savings;
loss or corruption of data, information or software;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any special, indirect or consequential loss, costs, charges, expenses or damage.
10.4 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.
10.5 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.
10.6 Except to the extent not excludable by law,
Kingshay's 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.
10.7 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.
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
12. 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's or sub-contractors, provided that the Customer is
notified of such an event and its expected duration.
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.
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
14. 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.
15. Other important terms
All Intellectual Property Rights in or arising out of or in connection with this agreement or any other agreement with you shall be owned by us. All
Kingshay materials are the exclusive property of Kingshay.
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.
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
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.
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.
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.
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.
Kingshay Farming and Conservation Limited
Registered in England No. 2596568
Registered office: Dawes Farm, Bognor Road, Horsham, West Sussex, RH12 3SH
VAT No GB 181 8536 85
These terms were updated - 1/04/2016