General Terms

1. INTERPRETATION

1.1. Definitions: In the Agreement, the following terms have the stated meaning:

Agreement: Section A (Agreement and Key Details, including the cover page and signature clauses) and Section B (General Terms).

Confidential Information: the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. The Supplier’s Confidential Information includes Intellectual Property owned by the Supplier.

Fees: the fees set out in the Key Details.

Force Majeure: an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.

Intellectual Property Rights: includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trade marks and designs, circuit layouts, data and databases (including project data), client information, reports, new methodologies, confidential information, know-how, and all other rights resulting from intellectual activity.

Intellectual Property has a consistent meaning.

Key Details: the agreement specific details set out in Section A of the Agreement.

Services: the services set out in the Key Details.

1.2. Interpretation: In the Agreement:

a. clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
b. words in the singular include the plural and vice versa; and
c. a reference to:
i. a party to this Agreement includes that party’s permitted assigns; and
ii. including and similar words do not imply any limit.

2. OBLIGATIONS

2.1. General: In addition to the other obligations of the Agreement:

a. the Supplier must provide the Services:
i. in accordance with the Agreement, including any requirement set out in the Key Details, and all applicable laws;
ii. exercising reasonable care, skill and diligence; and
iii. using suitably skilled, experienced and qualified staff; and

b. the Client must promptly make decisions (including approvals) and provide the Supplier with all information reasonably required to provide the Services.

3. WARRANTIES

3.1. General: The Supplier warrants that the Services will, at the time they are provided, materially conform to any requirement set out in the Key Details.

3.2. Compliance: The Supplier warrants that the Services will, at the time they are provided, not constitute or give rise to a breach of:
a. the rights of any person (including any Intellectual Property Rights); and
b. any law with which the Supplier is required to comply.

3.3. Breach of warranty: If the Services do not meet a warranty, at the Client’s request and at the Supplier’s cost, the Supplier must reperform the Services so that they meet or satisfy that warranty. The Supplier’s obligation under this clause 3.2 is the Client’s sole remedy against the Supplier for breach of warranty.

3.4. Exclusions:
a. To the maximum extent permitted by law, the Supplier’s warranties are limited to those stated in clause 3.1. Any implied condition or warranty (including any warranty under Part 3 of the New Zealand Contract and Commercial Law Act 2017) is excluded.
‍
b. The Client agrees and represents that it is acquiring the Services for the purposes of trade. The parties agree that:
i. to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and
ii. it is fair and reasonable that the parties are bound by this Agreement, including this clause 3.4.

4. INTELLECTUAL PROPERTY

4.1. Retained Intellectual Property: The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Services:

a. Intellectual Property that existed prior to the date of the Agreement; and
b. Intellectual Property that was developed independently of the Agreement,(Retained Intellectual Property).

4.2. Ownership going forward:
a. Subject to clause 4.1 all new Intellectual Property created or developed by the Supplier in providing the Services, or in any way related to the Agreement and including any such rights whether created or generated outside of usual business hours, using in whole or in part the Supplier’s materials, equipment, software or otherwise (New Intellectual Property) is owned by the Client immediately upon creation.

b. If New Intellectual Property described in clause 4.2a incorporates Retained Intellectual Property of the Supplier or any third party material, the Supplier grants or must obtain for the Client an irrevocable, perpetual, non-transferable and fully paid licence to use that Retained Intellectual Property or third party material for the Client’s internal business purposes.

4.3.Third Party Intellectual Property Indemnity: The Supplier indemnifies the Client and holds the Client harmless against all liabilities, damages, costs, expenses and losses (including legal costs) arising as a result of any allegation that the Client’s use of any information, rights, material or services supplied by the Supplier under the Agreement, infringes the Intellectual Property Rights and/or other rights of a third party or the law.

5. FEES

5.1. Fees: The Client must pay the Fees to the Supplier for providing the Services.

5.2. Invoicing:
a. The Supplier must provide the Client with valid GST tax invoices on the dates set out in the Key Details, or if there are none, monthly for Services undertaken in the previous month.
b. The Fees exclude GST, which the Client must pay on taxable supplies under the Agreement.
c. The Client must pay the Supplier’s undisputed invoice:
i. by the 20th of the month following the date of invoice; and
ii. electronically in cleared funds without any set off or deduction.

5.3. Disputed Invoices
a. If the Client has a bona fide dispute about any amount set out in an invoice, the Client will advise the Supplier in writing of the amount in dispute and the reason for the dispute before the due date for payment. The Client will pay any undisputed amount in accordance with the Agreement. In the event of a dispute, the parties will follow the disputes procedure at clause 9.

6. CONFIDENTIALITY

6.1. Security: Each party agrees that, unless it has the prior written consent of the other party, it will:
a. keep confidential at all times the Confidential Information of the other party; and
b. ensure that any personnel or professional advisor to whom a party discloses the other party’s Confidential Information is aware of, and complies with, this clause 6.1.

6.2. Disclosure required: The obligations of confidentiality in clause 6.1 do not apply to any disclosure:
a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b. required by law (including under the rules of any stock exchange);
c. of Confidential Information which:
i. is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
ii. was rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

6.3. Return of information: Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following the expiry or termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.

7. LIABILITY

7.1. Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the Fees paid and/or payable by the Client under the Agreement for Services properly provided in accordance with the Agreement.

7.2. Unrecoverable loss: Except for the Client’s liability to pay the Fees, neither party is liable to the other under or in connection with the Agreement for any loss of profit, data, savings, business, revenue, and/or goodwill, or any indirect, consequential, incidental or special loss or damage of any kind.

7.3. Unlimited liability:
a. Clauses 7.1 and 7.2 do not apply to limit the Supplier’s liability for:
i. personal injury or death;
ii. fraud or wilful misconduct;
iii. breach of clause 6; or
iv. under clause 3.2 or 4.3.

b. Clause 7.2 does not apply to limit the Client’s liability for those matters stated in clauses 7.3ai to 7.3aiv.

7.4. No liability for the other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.

7.5. Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

8. TERM AND TERMINATION

8.1. Duration: Unless terminated under this clause 8, the Agreement starts and ends on the dates set out in the Key Details.

8.2. Termination rights: Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
a. breaches any material provision of the Agreement and the breach is not:
i. remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied;

b. has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or

c. is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.

8.3. Consequences of expiry or termination:
a. Expiry or termination of the Agreement does not affect each party’s rights and obligations accrued before the expiry or termination date.

b. The Client must pay for Services provided before the expiry or termination date.

8.4. Obligations continuing: Clauses which, by their nature are intended to survive expiry or termination, including clauses 4, 6, 7 and 8, continue in force.

9. DISPUTES

9.1. Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

9.2. Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

9.3. Right to seek relief: This clause 9 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

10. GENERAL PROVISIONS

10.1. Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
a. immediately notifies the other party and provides full information about the Force Majeure;
b. uses best endeavours to overcome the Force Majeure; and
c. continues to perform its obligations as far as practicable.

10.2. Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

10.3. Independent contractor: The Supplier is an independent contractor of the Client. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

10.4. Notices: A notice given by a party under the Agreement must be delivered via email to an email address notified by the other party for this purpose. If the notice is given under clause 8, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.

10.5. Severability: Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.

10.6. Variation: Any variation to the Agreement must be in writing and signed by both parties.

10.7. Entire Agreement: The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged or agreed prior to the Agreement’s start. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A, and 13 of the Fair Trading Act 1986, and it is fair and reasonable that the parties are bound by this clause 10.7.

10.8. Subcontracting and assignment: Neither party may assign, subcontract or transfer any right or obligation under the Agreement without the prior written approval of the other (not to be unreasonably withheld). The first party remains liable for its obligations under the Agreement despite any approved assignment, subcontracting, or transfer.

10.9. Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.

10.10. Counterparts: The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and sending (including by email) a counterpart copy to the other party.

General Terms

Welcome to Integrape and Vure, web-based and app tools that enable users to store, retrieve and analyse their vineyard data. Integrape and Vure are owned and operated by Intecrop Limited. These Terms of Use (“Terms”) explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that Intecrop provides You with access to the Service.

The Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service.

Intecrop may change these Terms at any time and the changes will come into effect at least one month after the posting of modified Terms on the Website by Intecrop. Intecrop will make every effort to communicate these changes to You via email or notification via the Website. If You reasonably consider a material change to these Terms will have a material effect on You, then You may advise us of this in writing before the new Terms come into effect. In this case, we may allow You to terminate the Agreement without becoming subject to the payment of outstanding Subscription Charges under clause 10 and we will provide you with a pro-rata refund of any pre- paid Fees.

It is Your obligation to ensure that You have read and understood the most recent Terms available on the Website.

By subscribing for an Account You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.

These Terms were last updated on 17 April 2023.

DEFINITIONS

Unless the context requires otherwise, capitalised words shall have these meanings:
- Account means a current Subscription Plan(s) to the Service.
- Account Owner means the person who registers to use the Service or the bill payer or credit card holder responsible for paying for the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
- Account User means any individual or entity nominated by the Account Owner or its nominated manager, and authorised by Intecrop and/or the Account Owner, to access and use the Service pursuant to this Agreement.
- Additional Fees means the fees payable by You to Intecrop in respect of any support services, maintenance, updates, and upgrades to features or functionality of Integrape and Vure from time to time (in addition to any Setup Fees and/or Subscription Charges) that You choose to opt in to during the term of this Agreement.
- Agreement means the agreement between You and us as set out in these Terms.
- App means the Vure application available on Android and iOS.
- Confidential Information includes all information directly or indirectly made available or exchanged between the parties to this Agreement, whether in writing, electronically or orally, including through use of the Service.
- Data means collectively the numbers, statistics, facts, figures, details or other information including but not limited to geographical land details, regional growth averages, crop nutrition statistics, crop management, yield estimation, harvesting and post-harvesting information, location information and timestamps inputted by You or with Your authority into the Website or App.
- Fees means the Subscription Charges, Additional Fees, and Setup Fees and any other fees notified by Intecrop to You from time to time.
- Information Provider means an individual or entity other than an Account Owner or Account User from which Intecrop may obtain Data or other information.
- Intecrop, we, us or our means Intecrop Limited, which is a limited liability company incorporated in New Zealand, and all current and future subsidiaries.
- Intellectual Property Rights means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:
  1. Patents, trademarks, service marks, copyright, registered designs, trade names, symbols and logos;
  2. Patent applications and applications to register trademarks, service marks and designs; and
  3. Formulae, methods, workflows, plans, data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, knowhow, experience, software products, trade secrets, price lists, costing and other information.
- Service means the online web tool services which enables You to collect, store, retrieve, monitor and analyse Your vineyard Data provided under Your Subscription Plan(s) accessed and used using Your login name and password. These services may be changed or updated from time to time by Intecrop via the Website or App. As at the date of these Terms, the Services include Integrape and Vure.
- Setup Fee means the one-off setup fee charged by Intecrop at the commencement of the Services as notified to You by Intecrop (in addition to any Subscription Charges and/or Additional Fees).
- Subscription Plan means the modules selected by an Account Owner which determines the extent and type of Service provided and the Subscription Charges.
- Subscription Charges means the fees (excluding any taxes and duties) payable by You for the Services and Your Subscription Plan as notified to You by Intecrop (which Intecrop may change from time to time by giving You at least 20 business days’ notice) (in addition to any Setup Fee and/or Additional Fees). For the avoidance of doubt, any such notice will replace any prior pricing arrangements You may have had with Intecrop. If You do not agree to any change to the Subscription Charges by Intecrop, you may terminate the Agreement by giving written notice to Intecrop before the new Subscription Charges take effect and Intecrop will provide you with a pro-rata refund of any pre-paid Fees.
- Website means the internet site at the domain app.integrape.co.nz, integrape.com, vurehub.com, or any other site operated by Intecrop.
- You and Your means the Account Owner, and where the context permits, an Account User.

USE OF INTECROP

Intecrop grants You the right to access and use the Service via the Website and App through Your Account according to Your Subscription Plan. This right of use is non- exclusive, subject to these Terms and any applicable written agreement between the Account Owner and Intecrop, and any other applicable laws.

YOUR OBLIGATIONS
1. General obligations: You must only use the Service, Website and App for Your own lawful internal business purposes in accordance with these Terms and any changes to the Terms made by Intecrop from time to time (which may include changes sent to you as a notice by Intecrop or posted by Intecrop on the Website). Any changes to the Terms will come into effect at least one month after Intecrop posts the modified Terms on the Website or sends any notice to you. Intecrop will make every effort to communicate these changes to You via email or by notification on the Website. If You reasonably consider a change to these Terms will have a material effect on You, then You may advise us of this in writing before the new Terms come into effect. In this case, we may allow You to terminate the Agreement without becoming subject to the payment of outstanding Subscription Charges under clause 10 and we will provide you with a pro-rata refund of any pre-paid Fees.
2. Account Owner obligations:
  1. The Account Owner may nominate Account Users.
  2. The Account Owner is responsible for determining who can be an Account User.
  3. The Account Owner must manage its Account Users in accordance with this Agreement.
  4. The Account Owner is responsible for all Account Users’ use of the Service, and Intecrop has no responsibility or liability for the actions of any Account User.
  5. Intecrop will not be a party to any dispute between an Account Owner and any Account User for any reason.
3. Access conditions:
  
  Intecrop will provide You with an electronic password. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Intecrop of any unauthorised use of Your passwords or any other breach of security and Intecrop will reset Your password and You must take all other actions that Intecrop reasonably deems necessary.
4. When accessing and using the Services, You must ensure that each Account User log in is allocated to and used by only one person at any time.
5. When accessing and using the Services, You must not:
  1. use the Services in any way that violates any applicable law or causes Intecrop to violate any applicable laws;
  2. attempt to undermine the security or integrity of Intecrop's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
  3. rent, timeshare, sub-licence, use for a subscription or bureau service, host, assign, transfer or novate the benefit or burden of any part of this Agreement, including the Services and any access to the Website and App;
  4. use, or misuse, the Services in any way which may impair the functionality of the Services, Website or App, or other systems used to deliver the Services or impair the ability of any other Account User to use the Services, Website or App;
  5. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access by Intecrop or to access the computer system on which the Services are hosted;
  6. transmit, or input into the Website or App, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law;
  7. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website or App except as permitted by law.
6. Configuration: You acknowledge and agree that:
  1. You are solely responsible for Your configuration of the Services and any required hardware, IT systems licences, data systems as well as related services used or required in connection with the Services.
  2. the operation and availability of the systems used to provide access to the Services do not include public telephone services, computer networks and internet which can be unpredictable and may from time to time prevent Your access to the Services.
  3. Intecrop will provide support assistance as set out in these Terms, but Intecrop is not responsible for any required configuration.
  4. Paying for the Service:
    1. Your Subscription Plan commences when You set up Your Account and submit Your billing details. Your first year’s Subscription Charges and the Setup Fee are due in full upon commencement of the Subscription Plan.
    2. You authorise Intecrop to invoice and receive payment from You in advance for the Subscription Charges on an annual basis and all subscriptions will automatically renew for additional periods of one year, unless either party terminates these Terms and Your Account in accordance with clause 10
    3. You agree to pay any Subscription Charges incurred during the time that the Service is used or subscribed to. This obligation to pay the Subscription Charges incurred by You survives the termination of Your use of the Service.
    4. You may also be liable to pay any Additional Fees from time to time for support services, maintenance, updates, and upgrades to features or functionality of Integrape or Vure that you choose to opt in to during the term of this Agreement.
    5. If You are using the Services outside New Zealand, You agree to pay all fees and currency charges incurred or associated with completing payments so that Intecrop receives the full amount invoiced.
    6. We will send the Account Owner a receipt each time we receive payment of the any of the Fees.
    7. All Fees are payable in New Zealand dollars and are exclusive of all goods and services taxes, levies, duties or similar governmental assessments of any nature.
7. Failure to pay: If You fail to pay any of the Fees other than Fees subject to a bona fide dispute, Intecrop may:
  1. charge interest on all overdue amounts at a rate of 1.5% per month calculated on a daily basis until payment is received in full by Intecrop but without prejudice to all or any of Intecrop’s rights and remedies under the Agreement. Any payments received will be applied firstly against costs and expenses and then against such interest;
  2. obtain reimbursement for any reasonable legal costs (including all costs between solicitor and client) and any other reasonable costs incurred in the recovery of an overdue debt; and
  3. if You fail to pay any of the Fees other than Fees subject to a bona fide dispute within 20 business days of receiving a reminder to pay those Fees by Intecrop, suspend or terminate Your Account
8. Refunds: Except where specified in these Terms, no refunds or credits for Your Subscription Charge will be provided if You elect to downgrade or terminate Your Subscription Plan during the year. In the case of a downgrade, the new Subscription Charge for the downgraded Subscription Plan will apply from the following calendar year in which the Subscription Plan was downgraded.
9. Usage Limitations: Use of the Service may be subject to limitations, such as data limits. Any such limitations will be advised.

SUPPORT
1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Intecrop. If You still need technical help, please check the support provided by Intecrop in Your Account or email us at support@integrape.com or support@vurehub.com (as applicable). Subject to clause 5, Intecrop will use reasonable endeavours to repair a malfunction or other failure of the Services to comply with the specifications of the Services. If:
  1. the failure or malfunction is with the Services (not Your systems);
  2. Intecrop is unable to repair the malfunction or other failure of the Services; and
  3. as a result, You are unable to use the Services,
  then You may terminate the Services and Intecrop will refund to You any Subscription Charges paid in advance.
2. Service availability: Whilst Intecrop intends that the Services should be available with an uptime of 99% a month, 24 hours a day, 7 days a week, it is possible that on occasions the Services, Website or App may be unavailable. If for any reason Intecrop has to interrupt the Services for longer periods than Intecrop usually anticipates, Intecrop will use reasonable endeavours to publish in advance details of such activity on the Website. Intecrop will have no liability to You for unavailability of the Services unless the Services are not available for 24 consecutive hours in one month, in which case Intecrop will provide you a credit of 1% of Your monthly Fee, up to a total per year cap of 5% of Your annual Fee. If You are billed on an annual basis, Your monthly Fee is 1/12 of Your annual Fee.
3. Upgrades and new products: Intecrop reserves the right to make modifications to Intecrop at any time or introduce any new product or service in relation to Intecrop. In the absence of any new terms and conditions stipulated in respect of a new product or service, these Terms will apply. Intecrop is not required, but will endeavour to provide You with notice of such modifications or new products or services. However, if Intecrop makes a modification to Intecrop, or introduces a new product or service in relation to Intecrop, that is likely to have a material detrimental impact on You, Intecrop will give you notice of the modification, product or service and you may, within one month of receiving notice from Intecrop, terminate the Agreement by written notice to Intecrop without becoming subject to the payment of outstanding Subscription Charges under clause 10 and Intecrop will provide you with a pro-rata refund of any pre-paid Fees.
4. Security:Intecrop will use reasonable endeavours to maintain protection mechanisms to minimise the possibility of any virus, spyware or other malware being introduced to the Services. If any virus, spyware or other malware is introduced, Intecrop will use reasonable endeavours to remove the virus, spyware or other malware, provided that such virus, spyware or other malware is not a result of the Account Owner’s and/or Account User’s negligence.

WARRANTIES AND ACKNOWLEDGEMENTS
1. Acknowledgement: You acknowledge that:
  1. You are authorised to create the Account (where applicable), to access and use the Services, the Website, and the App and to use the information and Data that You input into the Website and App, including any information or Data input into the Website and App by any person You have authorised to use the Service. You are also authorised to access the processed information and data that is made available to You through Your use of the Website, the Services and the App (whether that information and data is Your own Data or that of anyone else).
  2. Intecrop has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. You may not use the Services or access the Website or App on behalf of another person, except if You are an Authorised User of an Account, accessing the Account as permitted by the Account Owner. If You are an Authorised User, You warrant that You have the appropriate permissions from the Account Owner, and acknowledge that You must comply with these Terms, and that You are responsible for all Data You input into the Website and/or the App.
  3. You are responsible for authorising any person who is given access to information or Data, and You agree that Intecrop has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address.
  4. You rely on any information, results or outputs provided or produced by Intecrop or supplied by other Users or Information Providers at Your own risk.
  5. Intecrop does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Intecrop is not in any way responsible for any such interference or prevention of Your access or use of the Services.
  6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
  7. Intecrop may from time to time need to remove certain functionality that may be part of Your Subscription Plan. Intecrop will use reasonable endeavours to provide You with advance notice of any intention to remove functionality from the Service, but You acknowledge that Intecrop will not be responsible for any failure to do so, and Intecrop will not be responsible for any loss that You may suffer as a result of the removal of that module or that functionality. However, if Intecrop removes a functionality that is critical to You or is likely to have a material detrimental impact on You, Intecrop will give you notice of Intecrop’s intention to remove that functionality and you may, within one month of receiving notice from Intecrop, terminate the Agreement by written notice to Intecrop without becoming subject to the payment of outstanding Subscription Charges under clause 10 and Intecrop will provide you with a pro-rata refund of any pre-paid Fees.
  8. You warrant that, where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
  9. You acknowledge and agree that if You do not specify medium ranges or averages to be used in Your graphs or visualisations for Integrape then Intecrop will endeavour to:
    1. use medium ranges or averages based on industry standards; or
    2. prepare an estimate of medium ranges or averages based on the Account Owner’s available data, if no other data set or standard is available,
    however, Intecrop does not warrant that any such mediums or averages are accurate.
2. No warranty: Intecrop gives no warranty:
  - Intecrop does not warrant that the Services will meet Your requirements, that the Services and any data used are up-to-date, or that the Services will be suitable for any particular purpose (unless You have made Your requirements and particular purposes known to Intecrop and Intecrop has agreed, in writing, that the Services will be suitable for that purpose). To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by law, including (without limitation) warranties of merchantability, fitness for purpose and title. The parties acknowledge and agree that the Service is provided for the purpose of Your business and accordingly the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 will not apply to these Terms, the Website, the App or the supply of the Service.
  - about the operation, performance or functions of any third party services that Intecrop integrates into, nor for the performance of the integration.
  - that any customisation that may have been performed for You will be compatible with any updates to the Services, or that any such customisations will continue to work after any upgrade of the Services by Intecrop.

INDEMNITY
1. Subject to clause 7.3, You will indemnify and keep indemnified Intecrop against all expenses, fines, losses, damages and costs sustained or incurred by Intecrop arising directly relating to the recovery of any Subscription Charges that are due but have not been paid by You and against any claims or loss relating to:
  1. Intecrop's refusal to provide any person access to Your information or Data in accordance with these Terms
  2. Intecrop’s making available information or Data to any person in accordance with these terms or otherwise with Your authorisation;
  3. any claim by any third party that Intecrop’s access to and/or use of the Data provided or made available by or on behalf of You (including but without limitation to any council information, LINZ information, satellite maps or any lab results) infringes the third party’s Intellectual Property Rights; and
  4. any third party claim that You do not have the right to use any Data, or that Your use of any Data or our use in accordance with these Terms is a breach of a third party’s Intellectual Property Rights.

LIMITATION OF LIABILITY
1. A party (the Liable Party) will be liable to the other party under this Agreement only for the other party’s losses, costs, expenses and damages (Loss) caused as a direct result of the Liable Party’s breach of this Agreement, regardless of whether such claim for Loss arose in tort (including negligence), equity, or otherwise and regardless of whether the Liable Party was or ought to have foreseen that Loss.
2. Neither party shall be liable to the other party for any loss of profits, revenue, loss of business opportunity, loss of contract, or any consequential or indirect losses or damage arising out of or in connection with this Agreement, howsoever caused. In addition, Intecrop shall not be liable to You for any loss or corruption of Data, howsoever caused.
3. Subject to clause 7.4, each party’s maximum aggregate liability (and indemnity pursuant to clause 6) arising out of or in connection with this Agreement, however such liability may arise (including without limitation under tort, equity or otherwise and whether arising out of that party’s negligence or the negligence of any of that party’s affiliates, officers, directors, employees, agents, successors or assigns) in respect of all events occurring in any Agreement Year shall be limited to the Subscription Charges paid by You in the 12 months prior to the occurrence of the first incident.
4. Nothing in this clause 7 or this agreement limits a party’s liability under or in relation to this Agreement:
  1. for any Fees due and owing by You under and in accordance with this Agreement;
  2. for any breach of a party’s intellectual property rights; or
  3. for fraud, or the wilful breach or misconduct of this agreement by that party.

INFORMATION AND PRIVACY
1. Confidential Information: Each party (Receiving Party) shall keep the other party’s (Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information that:
  1. is required to be disclosed by law; or
  2. the Providing Party agrees to in writing before the disclosure is made; or
  3. is or becomes publicly available through no fault of the Receiving Party; or
  4. is independently acquired or developed by the Receiving Party without breaching any of its obligations under this Agreement or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party; or
  5. is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party; or
  6. is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
2. Data: You authorise Intecrop to:
  1. Collect and receive information about Account Owner’s vineyard(s) from other Account Owners, Account Users and/or Information Providers on Your behalf, including but without limitation, to any council information, LINZ information, satellite maps or any lab results and You confirm that You have the right to access this information. You also authorise other Account Users and/or Information Providers to provide such information to Intecrop;
  2. Use Your Data or other data and/or information Intecrop has uploaded or will upload to the Website, App, or data Intecrop has otherwise received from other Account Owners, Account Users and/or Information Providers to provide the Services;
  3. Anonymise Your Data or other data and/or information Intecrop has uploaded or will upload to the Website, App or data Intecrop has otherwise received from other Account Owners, Account Users and/or Information Providers, for the purposes of obtaining or otherwise creating generic, non- identifying information (“Information”) and otherwise use that Information for Intecrop’s business purposes including but not limited to:
    1. storing, copying, deleting, amending, manipulating, distributing, displaying, publishing and otherwise modifying or using the Information;
    2. disclosing and allowing other Account Users access to and use of the Information via the Services;
    3. allowing any third party appointed by Intecrop access to and use of the Information to operate and/or maintain the Services;
    4. providing the Services;
    5. developing aggregated data sets;
    6. developing and/or providing any new product or service or enhancing the existing Services; and
    7. researching and developing Intecrop..
3. Privacy: Intecrop will comply with the Privacy Act 2020 in relation to any personal information we collect about You in connection with the Services. For more information please see our Privacy Policy.

INTELLECTUAL PROPERTY
1. Existing intellectual property: Except as expressly set out in this Agreement, nothing in this Agreement will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party’s materials (including any modification to that material) existing at the date of this Agreement or which is developed independently of the other party’s materials.
2. Your Data: Intecrop has no Intellectual Property Rights in Your Data other than to hold, use and make it available for the purposes contemplated by these Terms or for the purposes which it was provided.
3. Backup of Data: You must maintain copies of all Data inputted into the Service. Intecrop endeavours to adhere to best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss or corruption of Data. Intecrop expressly excludes liability for any loss or corruption of Data, no matter how caused. At Your reasonable request, Intecrop will provide reasonable information, instructions and/or training about how to maintain copies of all Data imputed into the Service.
4. Termination of Service: Following the termination of Your Subscription Plan, we reserve the right to delete all Your Data in the normal course of operation. You acknowledge and confirm that Your Data cannot be recovered once it is deleted and Intecrop will have no liability for any deleted Data.
5. Termination of Service: Intecrop warrants that Your use of the Services in accordance with these Terms will not infringe any third party’s Intellectual Property Rights.

TERMINATION
1. Termination for convenience: These Terms will continue for the period that You hold an Account and pay the Subscription Charges, unless either party terminates these Terms and Your Account by giving at least 20 business days’ written notice to the other party. If Intecrop terminates for convenience, Intecrop will provide You with a pro-rata refund of any pre-paid Fees. You may not terminate these Terms or Your Account for convenience within six months of subscribing to the Services. If You terminate these Terms for convenience, You will be liable to pay all relevant Subscription Charges up to and including the end of the calendar year in which You gave the notice of termination.
2. Intecrop’s termination for breach: If a Breach Event (as defined below) occurs for You, Intecrop may at its sole discretion and without notice to You, take any or all of the following actions:
  1. Terminate this Agreement and Your use of the Services, the Website and the App;
  2. Suspend for any definite or indefinite period of time, Your use of the Services, the Website and the App;
  3. Suspend or terminate Your access to all or any Data; and/or
  4. take any of the actions in sub-clauses (a), (b) and (c) of this clause 10.2 in respect of any or all other persons whom You have authorised to have access to Your information or Data.
3. Your termination for breach: If a Breach Event (as defined below) occurs for Intecrop, You may terminate this Agreement by giving 7 days written notice to Intecrop, and Intecrop will provide you with a pro-rata refund of any pre-paid Fees.
4. Breach Event: A “Breach Event” occurs if:
  1. either party:
    1. materially breaches any of these Terms and fails to remedy the breach within seven business days after receiving notice requiring it to do so;
    2. materially breaches any of these Terms where that breach is not capable of remedy;
    3. is, becomes, or is deemed to be, insolvent or bankrupt;
    4. makes an assignment for the benefit of, or enters into or makes any arrangement or composition with its creditors;
    5. goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or
  2. any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of the other party (other than for the purposes of a solvent reconstruction).
5. Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
  1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  2. immediately cease to use the Services, the Website and the App.
6. Consequence of termination: Upon termination by either party, Intecrop shall immediately close Your Account. For the avoidance of doubt, You acknowledge that where Your Account is closed, the Accounts of all Account Users will be immediately closed. You acknowledge that upon termination of this Agreement, Your Data will remain with and continue to be used by Intecrop and other third parties, unless You and/or other Account Users request in writing for the removal and return of Your Data.
7. Survival: Clauses 3, 5, 6, 7, 8, 9, 10 and 11 survive the expiry or termination of these Terms.

GENERAL
1. Entire agreement: These Terms, together with the terms of any other notices or instructions given to You under these Terms, constitute the entire agreement between the parties except for any rights that cannot be excluded by law and supersede all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of these Terms.F
2. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
3. Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under this Agreement (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission to the other party).
4. No Assignment: You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of Intecrop. Intecrop may assign all or any of its rights or interests in these Terms at any time without notice. However, if You reasonably consider that any assignment by Intecrop under this clause is materially detrimental to You, You may terminate the Agreement by giving written notice to Intecrop without becoming subject to the payment of outstanding Subscription Charges under clause 10 and You will be entitled to receive a pro-rata refund of any pre-paid Fees.
5. Waiver: No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under this Agreement. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. No waiver of any breach by Intecrop will be deemed a waiver of any continuing or recurring breach unless expressly agreed to be so in writing by Intecrop.
6. Severability: If any provision of this Agreement is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from this Agreement, without affecting the enforceability, legality or validity of any other provision of this Agreement.
7. Governing law and jurisdiction: These Terms shall be governed and construed in accordance with the laws of New Zealand, and unless specifically stated otherwise, You and Intecrop Limited submit to the non-exclusive jurisdiction of the Courts of New Zealand.
8. Notices: All notices given by a party under this Agreement must be in writing and delivered by e-mail. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day. Notices to Intecrop must be sent to support@integrape.com or to any other email address notified by email to You by Intecrop. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.