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Terms & Conditions.

AgriSmart SaaS Terms and Conditions of Use

1. Agreement Overview

These Terms and Conditions (“Terms”) govern the use of AgriSmart’s Software-as-a-Service (SaaS) platform (“Platform”), provided by AgriSmart, also referred to as TimeSmart Limited trading as AgriSmart (“we,” “us,” or “our”), to users (“you” or “Client”). By using the Platform, you agree to abide by these Terms.

2. Definitions

  • App: The AgriSmart mobile application.
  • Authorised User: A member of your personnel authorised to use the Services on your behalf.
  • Data: Any data inputted into the Platform by you or on your behalf, including Personal Information and payroll data.
  • Fees: The fees payable for using the Services, as set out on the App and Website.
  • Services: The online workforce management and payroll modules provided by AgriSmart.
  • Underlying Systems: The networks, systems, software, and hardware that AgriSmart uses to provide the Services.
  • Website: AgriSmart’s website at www.agrismart.com.

3. Application and Acceptance of Terms

  • These Terms apply to your and Authorised Users’ use of the Platform. By accessing and using the Platform, you and each Authorised User agree to the Terms.
  • If you do not agree to the Terms, you and your Authorised Users are not authorised to use the Platform and must stop immediately.
  • AgriSmart reserves the right to update the Terms at any time, with changes taking effect immediately upon publication. Continued use of the Platform constitutes acceptance of the updated Terms.

4. Access and Use of the Platform

  • 4.1 License Grant: You are granted a non-exclusive, non-transferable, limited license to access and use the Platform.
  • 4.2 Restrictions: You may not modify, reverse engineer, decompile, disassemble, or reproduce the Platform. The Services must be used solely for internal business purposes and lawful purposes.
  • 4.3 User Accounts: You are responsible for maintaining the security of your account credentials. AgriSmart is not responsible for unauthorised access or actions within your account.
  • 4.4 Data Access: AgriSmart may access your Data as needed to provide the Services, and you grant AgriSmart a license to use, copy, modify, and store Data for these purposes

5. Client Obligations

  • You and Authorised Users must comply with these Terms, maintain your own internet connection, and complete necessary third-party forms or authorisations.
  • You must not resell, transfer, or otherwise commercially exploit the Services without written consent.
  • You are responsible for the acts and omissions of your personnel and Authorised Users and are liable for any breaches of these Terms by them.

6. Fees and Payment Terms

  • 6.1 Fees: Fees are charged per active user on a monthly or annual basis. Charges may fluctuate based on the number of active users.
  • 6.2 Payment Terms: All fees are payable in arrears. In the event of a late payment, AgriSmart reserves the right to charge interest at 2% per month on the overdue balance.
  • 6.3 Fee Adjustments: AgriSmart may adjust fees upon notice. If you do not accept the increase, you may terminate the Terms with one month’s notice.
  • 6.4 Authority to Direct Debit: AgriSmart may debit your account based on previously agreed-upon direct debit instructions.

7. Data Privacy and Security

  • 7.1 Privacy Policy: AgriSmart collects, processes, and stores Data in compliance with its Privacy Policy and applicable laws.
  • 7.2 Data Backup: AgriSmart will take reasonable industry-standard measures to back up all Data but is not liable for data loss. We advise keeping independent backups of critical information.
  • 7.3 Anonymised Data Use: AgriSmart may use anonymised, aggregated data for reporting and analysis.

8. Confidentiality

  • 8.1 Confidential Information: Both parties agree to keep Confidential Information private, with limited exceptions (e.g., required by law or to enforce rights).
  • 8.2 Return of Information: Upon termination, Confidential Information must be returned or destroyed, unless otherwise required by law.

9. Intellectual Property

  • 9.1 Ownership: AgriSmart retains all rights, title, and interest in the Platform, including all Underlying Systems and associated intellectual property.
  • 9.2 License to Use Data: You grant AgriSmart a license to use, copy, modify, and communicate Data as needed to fulfill obligations under these Terms.
  • 9.3 Feedback: Any feedback provided by you may be used by AgriSmart without obligation.

10. Service Level Agreement (SLA)

  • 10.1 Maintenance: Planned maintenance will be scheduled outside business hours when possible. You will be notified in advance.
  • 10.2 Support: Support is available from 8:30 AM to 5:00 PM NZT, Monday through Friday, with response times based on issue severity.

11. Limitation of Liability

  • 11.1 Disclaimer: The Platform is provided “as is” without warranties of any kind. AgriSmart does not guarantee uninterrupted or error-free services.
  • 11.2 Limitation of Liability: AgriSmart is not liable for indirect or consequential damages, including loss of profits, data, or business. Total liability for claims is capped at the fees paid in the last three months.
  • 11.3 Indemnification: You agree to indemnify AgriSmart from any third-party claims arising from your use of the Platform.

12. Termination and Suspension

  • 12.1 Termination by Client: You may terminate the subscription with one month’s written notice.
  • 12.2 Termination by AgriSmart: AgriSmart may suspend or terminate access for violations of these Terms or legal requirements.
  • 12.3 Effects of Termination: Upon termination, your access to the Platform ends immediately. AgriSmart will retain Data for a limited period as specified in its data retention policy. Requests for Data export must be made within one month following termination.

13. General Provisions

  • 13.1 Notices: AgriSmart may communicate with you via email or notices on the App or Website.
  • 13.2 Force Majeure: AgriSmart is not liable for service interruptions due to unforeseen circumstances beyond its control.
  • 13.3 Governing Law: These Terms are governed by the laws of New Zealand.
  • 13.4 Severability: If any provision is deemed invalid or unenforceable, the remaining provisions remain in effect.

14. Acceptance of Terms

  • By using the AgriSmart Platform, you acknowledge that you have read, understood, and agree to abide by these Terms. These Terms, along with AgriSmart’s Privacy Policy, constitute the entire agreement between you and AgriSmart.