Terms and Conditions

Farmdeck by Outcomex

1. About the application

1.1.        Welcome to Farmdeck (the ‘Application’). The Application provides farm management services (the ‘Services’).

1.2.        The Application is operated by Outcomex PTY LTD (ABN 73 614 725 736). Access to and use of the Application, or any of its associated Products or Services, is provided by Outcomex. Please read these terms and conditions (the ‘Terms’) carefully. By registering on the Application, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Application, or any of its Services, immediately.

1.3.        Outcomex reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Outcomex updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication.

 

2.   Acceptance of the Terms

2.1.        You accept the Terms by registering on the Application . You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Outcomex in the user interface.

 

3.   Subscription to use the Services

3.1.        In order to access the Services, you must first register for a free trial or purchase a subscription through the Application (the ‘Subscription’) and pay the applicable fee for the selected Subscription (the ‘Subscription Fee’).

3.2.           In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.

3.3.           Once you have registered for a free trial or purchased the Subscription, you will then be required to register for an account through the Application before you can access the Services (the ‘Account’).

3.4.           As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:

(a)                Email address

(b)                Preferred username

(c)                Mailing address

(d)                Telephone number

(e)                Password

(f)                 Farm details

3.5.       You warrant that any information you give to Outcomex in the course of completing the registration process will always be accurate, correct and up to date.

3.6.           Once you have completed the registration process, you will be a registered member of the Application (‘Member ‘) and agree to be bound by the Terms. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the ‘Subscription Period’).

3.7.           You may not use the Services and may not accept the Terms if:

(a)                you are not of legal age to form a binding contract with Outcomex; or

(b)                you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.

 

4.   Free Trial.

4.1.        For the period of any free trial, the Application is provided “as is” and excludes all warranties, indemnities, obligations and liabilities under the Agreement for the duration of the free trial.

4.2.        Upon the expiry of any free trial, the Member’s access and use of the Application and the Agreement will be automatically terminated, with immediate effect, unless the Member purchases a subscription to the Application.

4.3.        Any free trials, promotional pricing and other Farmdeck offers have a limited availability, are subject to change, and may not be combined.

 

5. Purchasing ‘Add-ons’ with Subscriptions.

5.1.        Members can choose Add-ons (Custom Products and Services) to elevate the Application. These Custom Products and Services include, but are not limited to:

(a)         Sensors

(b)         Networking hardware and software

(c)          Engineering professional services

5.2.        Add-ons are quoted separately from Subscriptions. To have access to Add-ons, the Member must contact Farmdeck directly. These quotations are valid for acceptance only for 45 days from their issue date, unless stated otherwise on the quotation.

5.3.           In purchasing the Add-ons, you acknowledge and agree that it is your responsibility to ensure that the Add-ons you elect to purchase is suitable for your use.

 

4.    Your obligations as a Member

4.1.          As a Member, you agree to comply with the following:

(a)                you will use the Products and Services only for purposes that are permitted by:

(i)                 the Terms; and

(ii)                any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

(b)                you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

(c)                any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Outcomex of any unauthorised use of your password or email address or any breach of security of which you have become aware;

(d)                access and use of the Application is limited, non-transferable and allows for the sole use of the Application by you for the purposes of Outcomex providing the Services;

(e)                you will not use the Products and Services or the Application in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Outcomex;

 

5.  Payment

5.1.           Where the option is given to you, you may make payment of the Subscription Fee or of any Additional Products and Services by way of:

(a)                Electronic funds transfer(‘EFT ‘) into our nominated bank account

(b)                Credit Card Payment (‘Credit Card’)

5.2.          All payments made in the course of your use of the Subscriptions are made using Stripe. In using the Application, you warrant that you have read, understood and agreed to be bound by the Stripe terms and conditions which are available on their Application.

5.3.        Payments made for Add-ons and Custom Product and Services may be made using a different payment processing platform.

5.4.           You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.

5.5.           You agree and acknowledge that Outcomex can vary the Subscription Fee at any time and that the new price will come into effect following the conclusion of the existing Subscription Period.

5.6.        You agree and acknowledge that Outcomex reserves the right to increase the cost of data storage at their discretion.

5.7.        You agree and acknowledge that for any Add-ons or Custom Products and Services quoted separately from the Member’s Subscription, Payment terms are strictly 30 days from the date of invoice.

5.8.        Products related to Add-ons will be invoiced on delivery.

5.9.        All Support and Hardware Maintenance agreements made between the Member and Outcomex will be invoiced at the commencement of each Support agreement. All Engineering Services will be invoiced at the end of each month and on completion or as otherwise prescribed in the documents describing the Services to be supplied.

5.10.     You agree and acknowledge that all Add-ons and Custom quotes based on a stated exchange rate will be adjusted on invoicing to take account of any exchange rate fluctuations. Adjustments will be based on the exchange rate quoted by the ANZ Bank at the close of business on the day before the date of invoice.

5.11.     You agree and acknowledge that any discount which Outcomex may have granted to the Member for Add-ons and Custom Products and Services is forfeited by Outcomex if payment is not made to Outcomex by the due date. Payment must not be withheld pending the settlement of any claims or disputes late payment. The Member will incur a late payment admin fee of $50.00 AUD and interest at the rate of 2.5% per month calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by Outcomex.

5.12.     In the event that any payment becomes overdue for equipment or services ordered or if the Member becomes unable to meet its payments as they fall due, Outcomex shall be entitled to cancel all or any part of any order of the Member that remains unperformed.

5.13.     Until the Add-ons or Custom Products and Services have been paid for in full, the Products remain the property of Outcomex. If the Customer fails to make payment to Outcomex when due, Outcomex may immediately and without notice request the Products back from the Member.

 

6.   Acceptance of Add-ons and Custom Products and Services.

6.1.        Unless the Customer gives Farmdeck written notice of any aspect of a deliverable which is alleged by the Customer to be otherwise than in accordance with these Terms or any applicable specifications, within 7 days of the date of delivery of that deliverable, the Customer is deemed to have accepted that deliverable on delivery. Where the Customer puts a deliverable to use, it is deemed to have accepted that deliverable on the first day of such use, whether or not a notice of the kind contemplated by this clause is given to Farmdeck as required.

 

7. Purchase Orders.

7.1.        Purchase orders for Add-ons or Custom Products or Services constitute an offer by the Member and may only be accepted by Outcomex in writing. Any amendments to purchase orders for Add-ons and/or Custom Products or Services must be approved by Outcomex in writing to be effective. Only these Terms (no other terms and conditions which may be attached to or incorporated in a purchase order) form part of the agreement between the parties. Acceptance of a purchase order will not be acceptance of any such terms or conditions.

 

8. Delivery.

8.1.        Outcomex will use its reasonable endeavours to deliver Products or Services to the Customer by the date agreed, but will not be liable for any delays in delivery caused by matters beyond its control. Freight charges incurred by Outcomex in delivering Products to the Customer will be invoiced to the Customer at cost unless quoted otherwise.

 

9. Taxes and GST.

9.1.        The amount payable to Outcomex (“the Price”) is inclusive of existing taxes, duties and government charges imposed or levied in Australia in connection with the supply of the Products and Services. The Customer is liable for any new or varied taxes, duties or charges imposed subsequent to Farmdeck quotation or proposal by Outcomex or to this agreement in respect of the supply of the Products and Services. Outcomex will issue a valid tax invoice where GST is to be recovered.

 

10. Warranty.

10.1.     Outcomex makes no warranty in relation to the Products or Services other than as contained in these Terms or as prescribed by a law which cannot be excluded or in the case of Products, as provided by the Products’ respective manufacturers as made known to the Member in the documents supplied by Outcomex or the manufacturer or as otherwise published or made known to the Member.

10.2.     Defects in Services reported to Outcomex within 14 days of delivery of the Service will be rectified by Outcomex at no charge to the Customer. Outcomex will not provide claimed warranty services for defects or deficiencies in Products or Services which are caused by:

(a)         external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike except if the specific purpose of the Products or Services sold is to work in the above environments;

(b)         the use of a Product for other than its intended purpose;

(c)          the use with or connection of a Product to items not approved by Outcomex;

(d)         the performance of maintenance or attempted repair by persons other than Outcomex or as authorised by Outcomex;

(e)         changes made to the deliverables created by performance of the Services or to the operating environment;

(f)          the relocation of Products by the Customer;

or

(g)          any configuration or reconfiguration by the Customer of the Products or other equipment with which the Products interface.

 

11.    Refund Policy.

11.1.     Outcomex will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if an Outcomex representative makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee or the Add-ons or Customer Products and Services that remains unused by the Member (the ‘Refund’).

 

12. Returns.

12.1.     Products returned will only be credited to the Customer’s account if the return is authorised by Farmdeck and the Products are in the same condition as delivered by Outcomex and only if received by Outcomex within 14 days of delivery. Outcomex reserves the right to charge the Member for any costs or losses incurred by Outcomex if the Products which are not faulty are returned or returned without authorisation, returned later than 14 days from delivery or in a different condition to the condition the Products were in when delivered by Outcomex. Outcomex will use its best endeavours to minimise such costs and losses.

 

13.   Copyright and Intellectual Property

13.1.           The Application, the Add-ons, Custom Products and Services and all of the related products of Outcomex and Farmdeck are subject to copyright. The material on the Application is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, Application, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Outcomex or its contributors.

13.2.          All trademarks, service marks and trade names are owned, registered and/or licensed by Outcomex, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Member to:

(a)                use the Application pursuant to the Terms;

(b)                copy and store the Application and the material contained in the Application in your device’s cache memory; and

(c)                print pages from the Application for your own personal and non- commercial use.

Outcomex does not grant you any other rights whatsoever in relation to the Application or the Services. All other rights are expressly reserved by Outcomex.

13.3.           Outcomex retains all rights, title and interest in and to the Application and all related Services. Nothing you do on or in relation to the Application will transfer any:

(a)                business name, trading name, domain name, trademark, industrial design, patent, registered design or copyright, or

(b)                a right to use or exploit a business name, trading name, domain name, trademark or industrial design, or

(c)                a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

13.4.           You may not, without the prior written permission of Outcomex and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Application, which are freely available for re-use or are in the public domain.

 

14.    Privacy

Outcomex takes your privacy seriously and any information provided through your use of the Application and/or Add-ons and Custom Products and Services are subject to Outcomex and Farmdeck’s Privacy Policy, which is available on the Application and at www.farmdeck.com.

15. Confidentiality.

15.1.           Farmdeck and the Customer agree that they will keep at all times as strictly confidential any Confidential Information that is disclosed or provided by one party to the other. In this clause, ‘Confidential Information’ means information in any form. It does not include information that is already public at the time that it is disclosed or becomes part of the public domain otherwise than as a result of an unauthorised disclosure by Farmdeck or the Customer.

 

16.    General Disclaimer

16.1.           Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law,  including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

16.2.           Subject to this clause, and to the extent permitted by law:

(a)                all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

(b)                Outcomex will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet any applicable  Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

16.3.           Use of the Application and the Add-ons and Custom Products and Services is at your own risk. Everything on the Application and the Services is provided to you “as is”  and  “as  available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Outcomex make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Outcomex) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

(a)                downtime or inaccuracy reported by sensors, failure of performance, error, omission,  interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;

(b)                the accuracy, suitability or currency of any information on the Application, the Services, or any of its Services related products (including third party material);

(c)                costs incurred as a result of you using the Application, the Services or any of the products of Outcomex and Farmdeck; and

(d)                the Services or operation in respect to links which are provided for your convenience.

 

17.   Competitors

17.1.     If you are in the business of providing similar Services for the purpose of providing them to users for a commercial gain, whether business users or domestic users, then you are a competitor of Outcomex. Competitors are not permitted to use or access any information or content on our Application. If you breach this provision, Outcomex will hold you fully responsible for any loss that we may sustain and hold you accountable for all profits that you might make from such a breach.

 

18.   Limitation of liability

18.1.       Outcomex’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.

18.2.       You expressly understand and agree that Outcomex, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

18.3.     You acknowledge that Outcomex has not made any warranty or representation, expressed or implied, in relation to the Products or the Services, including whether they are suitable for a particular purpose (whether such purpose was made known to Outcomex or not), unless provided in writing.

 

19.   Termination of Contract

19.1.        The Terms will continue to apply until terminated by either the Member or by Outcomex as set out below.

19.2.        If you want to terminate the Terms, you may do so by:

(a)                not renewing the Subscription prior to the end of the Subscription Period;

(b)                providing Outcomex with 1 days’ notice of your intention to terminate; and

(c)                closing your accounts for all of the services which you use, where Outcomex has made this option available to you.

19.3.        Outcomex may at any time, terminate the Terms with you if:

(a)                you do not renew the Subscription at the end of the Subscription Period;

(b)         you make default in any payment.

(c)                you have breached any provision of the Terms or intend to breach any provision;

(d)               Outcomex is required to do so by law;

(e)                the provision of the Services to you by Outcomex is, in the opinion of Outcomex, no longer commercially viable.

(f)          you commit an act of bankruptcy or, being a company, enters into liquidation or provisional liquidation whether compulsory or voluntary or compounds with its creditors generally or has a receiver or receiver-manager or administrator appointed over all or part of its assets or passes a resolution for winding-up or a petition is presented for its winding-up.

19.4.        Subject to local applicable laws, Outcomex reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Outcomex’s name or reputation or violates the rights of those of another party.

19.5.     Outcomex may without prejudice to any of its rights or remedies under these Terms or otherwise by notice to the Memberr:

(a)         suspend further supply and require payment in advance for future supply;

(b)         recover possession of any Product for which payment has not been made;

(c)          terminate all or any purchase orders for Products or Services which have been accepted by Outcomex;

(d)         claim immediate payment due by the Customer in respect of all Products and/or Services which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by Farmdeck; and/or

(e)         continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.

 

20.  Indemnity

20.1.        You agree to indemnify Outcomex, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

(a)                all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis)  incurred, suffered or arising out of or in connection with Your Content;

(b)                any direct or indirect consequences of you accessing, using or transacting on the Application or attempts to do so; and/or

(c)                any breach of the Terms.

 

21. System abuse

Any User in violation of our Services security is subject to criminal and civil liability, as well as immediate account termination. Examples include, but are not limited to the following:

(a)         Use or distribution of tools designed for compromising the security of the Services.

(b)         Intentionally or negligently transmitting files containing a computer virus or corrupted data.

(c)          Accessing another network without permission, including to probe or scan for vulnerabilities or breach security or authentication measures.

(d)         Unauthorized scanning or monitoring of data on any network or system without proper authorization of the owner of the system or network.

 

22. No Implied Terms.

To the fullest extent permitted by law, the parties agree to exclude any terms which would otherwise be implied into these Terms by any statute. The liability of Outcomex for a breach of a condition or warranty implied into these Terms by the Trade Practices Act, 1974 is limited at the option of Outcomex:

(a)         if the breach relates to goods, to the replacement of the goods or the supply of equivalent goods, or the repair of the goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; and

(b)         if the breach relates to services, the supplying of the services again or the payment of the cost of having the services supplied again.

 

23.   Dispute Resolution

23.1.        Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

23.2.        Notice: A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

23.3.        Resolution: On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

(a)                Within 14 days of the Notice endeavour in good faith to resolve  the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

(b)                If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed;

(c)                The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

(d)                The mediation will be held in Sydney, Australia.

23.4.        Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

 

24.   Venue and Jurisdiction

24.1.     The Services offered by Outcomex are intended to be viewed by residents of Australia and New Zealand. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

 

25.   Governing Law

25.1.     The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

 

26.   Independent Legal Advice

26.1.     Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties have taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.

 

27.   Severance

27.1.     If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.