1. Parties to Agreement
FarmSpeak Technology Ltd hereafter referred to as "company", "we", "us" and "our", AND CLIENT [User of FarmSpeak Solutions] hereafter referred to as "You"
2. Service
We are responsible for providing you with the Farm Management software & hardware solutions ("FarmSpeak") ("The Service"). Upon signing up, you agree to our terms and conditions. You agree to receive promotional and marketing material” upon registering on FarmSpeak.
We hereby introduce to you our product. FarmSpeak consist of an IoT powered hardware device that works with a web and mobile application using Artificial Intelligence(AI) to diagnose poultry diseases, monitor, regulate the poultry environment and manage farm operations. FarmSpeak solutions is used (among others) by Livestock Farmers, Farm Investors or other Farmers Association to help them manage their operations, vaccination alert, weather forecast, combat climate change and diagnose poultry diseases, basic farm management operations are made easier and automated, increase farm efficiency, productivity and profitability. We are responsible for the quality, delivery and maintenance of the Service in compliance with our Service Level Agreement.
3. Term
This Agreement shall take effect upon registering on FarmSpeak, and shall automatically roll over on each annual/year.
4. Payment and Taxes
4.1 The price at which we shall license the Service shall be based on our subscription plan. We may vary this rate but shall give you five (5) days written notice of such change. The rates can vary even during the term of this Agreement.
4.2 You may not by reason of any claim against us withhold payment of any invoice for the Service, or claim any right of set-off against any payment due to us under this Agreement.
4.4 All usage charges agreed and signed for are due regardless of whether usage is made of FarmSpeak, and subscription fees are not refundable.
5. Termination
5.1 Either you or we shall be entitled to terminate this Agreement forthwith by written notice to the other ( "the defaulting party" ) if ;
5.1.1 The defaulting party commits any continuing or material breach of this Agreement, but in the case of a breach which is capable of remedy, the defaulting party must have been given fourteen (14) days' notice to remedy the breach and have failed to do so;
5.1.2 The defaulting party ceases, or threatens to cease, to carry on business.
5.1.3 When the solution is not used by a financial service industry.
5.1.4 When the solution is being sold or presented without our consent
5.2 Upon termination any indebtedness by you to us shall become due and payable immediately and we shall be relieved of any further obligation to supply any Service pursuant to this Agreement. Upon termination, if requested, we will provide you with an electronic copy of your data stored on our servers and permanently delete your data from our servers.
5.3 FarmSpeak solutions is designed for farmers only and Upon agreement farms or any other industry must not redesign or use the design for any technical development without our knowledge such act will lead to suspension or termination of the Service and shall be held responsible for further legal actions.
6. Exclusion of Warranties and Liability
6.1 We make warranties on to our hardware, we make no warranties, express or implied, concerning our software Services or associated documentation including, but not limited to, warranties of merchant ability or fitness for a particular purpose. All warranties and conditions that might but for this clause have effect, either expressly or implicitly, between you and us are agreed to be excluded to the fullest extent permitted by law.
6.2 Neither party shall be liable to the other for any direct, indirect, incidental, special or consequential damages for loss of profits, contracts, revenue, potential or data, whether arising from negligence, breach of contract or otherwise.
6.3 You agree that your only and maximum remedy under this Agreement is limited to any fees paid to us in the previous month.
7. Indemnity
You hereby agree to defend, indemnify and hold us harmless and any of our companies, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable fees and costs, arising out of or in any way connected with your access to or use of the Service.
8. Service Consumption, Modifications, Maintenance and New Releases
8.1 You may make suggestions to us for modifications to the Service that we may, at our sole discretion, incorporate in future new releases of the Service. You agree to pay us the agreed fees, if any, for modifications made to the Service. Throughout the term of this Agreement we at our sole discretion may from time to time make maintenance releases or new releases of the Service. We will give you advance notice where possible of any modification, maintenance or new release of the Service.
8.2 The Service should be available 24 hours a day, seven days a week. It is possible that the Service may be unavailable for periods of time for example due to maintenance, hosting faults or mobile network faults. We will use reasonable endeavors to inform you in advance by email of schedules of any such activity.
9. Force Majeure
The performance of this Agreement is subject to variation or cancellation by us owing to: any Act of God, war, strike, fire, flood, drought, tempest or any other cause beyond our reasonable control; or any inability by us to procure materials, technical services, or articles required for the performance of this Agreement. We shall not be liable for any inability to deliver or to perform our obligations caused by any such event.
10. Intellectual Property and Third Party Rights
10.1 Under no conditions whatsoever do you have recall to any Intellectual Property or any ownership rights or claims, either ongoing or as a part of any sale of part or all of the Company.
10.2 Unless you have received prior written authorisation from us you must not:
(a) access or use the Service with any technology or means other than those recommended by the Company;
10.3 Any new features, services, sites, apps and/or products that you request, suggest or informs us of, and that we incorporate in our Service shall remain the sole, exclusive and absolute Intellectual Property of the Company regardless of the use or success (financial or technical) of such features, services, sites, apps and/or products.
10.4 You agree not to (or allow any third party to) copy, modify, create any derivative works of, reverse engineer or otherwise attempt to discover any source code, sell, assign, sub license, grant a security interest in or otherwise transfer any right in the Service or the software that operates the Site and the Service (the "Software"), in whole or in part. You may not copy any portion of the Site for the purpose of developing any similar websites.
10.5 Except as expressly stated in this Agreement, you are not given any right or license in or under any patent, trademark, copyright, or proprietary right of Smart Teller or any third party. Elements of FarmSpeak, including page headers, custom graphics, logos, sounds, images and button icons are protected by copyright, trademark, and other laws and may not be copied or imitated in whole or in part. You may not use, frame, or utilize framing techniques to enclose any FarmSpeak trademark, logo, or other proprietary information (including the images and photographs found at the Site, the content of any text and/or the layout or design of any page of the Site) without our express written consent.
11. Assignment
We may assign our rights and duties under this Agreement to any party at any time without notice to you. You acknowledge that the provisions, disclosures and disclaimers set forth above are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. Both parties agree that there are no representations, promises, warranties or undertakings by you or us contrary to those set above.
12. Data protection
12.1 The collection, use or storage of information about your employees involves the processing of personal data and, as such, data protection laws and regulations applies to such processing and thus it must be gathered fairly and legally. You bear sole responsibility for ensuring Data Protection laws and regulations are complied with.
12.2 Responsibilities
12.1.1 It is the Clients sole responsibility:
12.1.1.1 To use the service within the law, including all relevant privacy and data protection legislation.
12.1.1.2 For correctly and legally managing any location information that they use from the system (including handling and distribution).
12.1.1.3 Obtaining all information fairly and for only a specified purpose.
12.1.1.4 Keeping the information safe and secure, including username and passwords that can access it.
12.1.1.5 To retain the information obtained for only as long as is necessary for the specified purpose.
13. Notices
We or you may serve notice under this Agreement at either the registered office or nominated business address of the other party and notice will be deemed to have been served;
By post: two business days after posting;
By email: one business day after sending.
14. Miscellaneous
You understand and agree that this Agreement constitutes the entire agreement between you and us. This Agreement and the relationship between you and us will be governed by the laws of the Federal Republic of Nigeria. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect.
15. Signed by the Parties to the Agreement
By using FarmSpeak Service, you agree to be bound by all set out above and agree this represents the entire understanding between the two parties. All additional features shall be subject to the same Agreement. You agree that you have the authority to agree to these terms. This Agreement shall not be amended, modified, varied or supplemented except in writing signed by the parties.