TERMS AND CONDITIONS

Welcome to the terms and conditions (the "Terms") on which StrongBo Agritech Limited ("we", "our", "us", "StrongBo") will supply software services (“Services”) for the Auto Weigher “Hardware”, whether via our web and/or mobile application (the "App").

By accessing or using the Services, you agree to be bound by these Terms (including any of our policies or other terms as stated in these Terms).

1.0 Our Agreement

1.1 By accepting these Terms or by using the Services, you are agreeing to receive our Services for an ongoing period until cancelled by you or by us as set out in these Terms.

2.0 Your Obligations

2.1 You agree that you will use the Services in accordance with these Terms, all applicable laws, and solely in relation to the operation of the Hardware.

2.2 You acknowledge and warrant that you:

Are over the age of 18 and have the power to enter into a binding contract with us;
Are the owner of the relevant Hardware using the Services (or otherwise have the authorisation and consent of the owner of the Hardware to use the Services for that Hardware).

2.3 To use and receive the Services, you must (at your cost):

Have registered for an account on the StrongBo Agritech website at https://www.strongbo-app.com or via the StrongBo Mobile App.

To receive the most up-to-date information, have a stable internet or cellular connection.
Ensure that you have procured any licences, authorisations, and consents required.
Have purchased and installed the relevant Hardware.

2.4 You must comply with our policies relating to the Services, including our password policy (if any).

2.5 You will be responsible for all use and activities that occur on the App under your registered account, regardless of whether such activities are authorised or otherwise actioned by you or other third-party users. You must notify us immediately if you become aware of any unauthorised use of any password or account or any other known or suspected breach of security regarding the use of any App.

2.6 You acknowledge that your use of the Services is conditional on the correct installation and operation of the Hardware. If any Hardware is lost, destroyed or damaged, the Services may cease. Please note that all Hardware is covered by the relevant distributor’s Customer Warranty Policy and no representation or warranty is made in relation to the Hardware in these Terms.

3.0 Your Fees and Payment

3.1 A valid subscription is required for operation of the Hardware.You must pay a Subscription Fee in advance on an annual basis (the "Subscription Fee").

3.2 The first year subscription is invoiced with the Hardware purchased through our distributor or a dealer of their choosing.

3.3 Subscription services for year 2 onwards will be provided by an online service and will require you to subscribe prior to the end of your first year’s subscription.

4.0 Our Services

4.1 We will provide you with access to the Services as set out in these Terms. The Services to be provided by us are those selected by you as set out in the App.

4.2 We may vary the scope of the Services and will provide you with at least 30 days’ notice of any material changes. Please note that we will not notify you of performance fixes, the addition of some new features, or user interface and experience updates, unless these are material changes to the functionality of the App.

4.3 We may offer you upgrades, enhancements, new services or other options relating to our Services from time to time. An additional charge may apply.

4.4 You acknowledge that we will not be required to provide the Services to you during the time and to the extent that our performance is prevented due to:

Scheduled maintenance, testing or upgrades undertaken by us in relation to the App and/or Services.
Problems with any third-party equipment, software or material used in the provision of the App and/or Cloud Services.
Other products licensed to, or managed or owned by you (including the Hardware, except where due to a breach of our product warranty set out in these Terms).
Acts or omissions of you, or a failure by you to comply with these Terms.
Technical or operational reasons.
Any event otherwise outside of the reasonable control of StrongBo.

5.0 Use of Information

5.1 We will collect, use, disclose and store your Personal Information in accordance with our privacy policy (available here). You acknowledge that we may collect, use, and store certain Personal Information about you in order to provide the Services and for our marketing and promotional purposes.

5.2 You may upload content to the App ("User Data"). You are responsible to ensure that any User Data provided is owned by you and does not breach any agreements or rights of other third parties.

5.3 The Hardware will provide information to the App from time to time ("Hardware Data"). On and from its creation in the App, the Hardware Data will be owned by you.

5.4 You agree that we may aggregate and anonymise the User Data and Hardware Data and may use such data for the purposes of training, product development and enhancement, add-on services, benchmarking, and other related similar uses. You grant us a worldwide, non-exclusive, irrevocable, perpetual, sub-licensable, royalty-free licence to use your User Data and Hardware Data to do so. For the avoidance of doubt, you will retain ownership of all rights, including intellectual property rights, in your User Data and the Hardware Data.

6.0 Third Party Applications

6.1 Our Services may be integrated to interface with other third-party applications or websites. Please be aware that these other third-party applications or websites may have their own terms and conditions of use and privacy policies.

6.2 StrongBo will not be responsible or liable for any features, content or services provided through any third-party applications or website. We do not provide any warranty regarding the compatibility or continued compatibility of third-party applications or websites with the Services. In addition, we make no representation or warranty, endorsement or guarantee for any third-party applications or any content on those applications.

7.0 Intellectual Property Rights

7.1 As between StrongBo and you, StrongBo is the owner or the licensee of all intellectual property rights relating to the App and the Services, including any content provided as part of the Services (other than as set out in clause 5).

7.2 We grant you a royalty-free, non-exclusive, non-transferable, revocable licence to use the intellectual property rights solely to the extent required for you to receive the Services during the term in accordance with these Terms. For the avoidance of doubt, the Apps are not sold or transferred to you, and StrongBo retains ownership of all copies of the Apps at all times.

7.3 You must not at any time:

Attempt to copy, alter, modify, replicate, decompile, disassemble or reverse engineer or enhance associated products and/or services or any software used for the Services.
Alter, remove or tamper with any trademark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to the intellectual property rights.
Register or apply to register any intellectual property the same, or similar to our intellectual property rights.
Make any of our intellectual property rights available to any third party (other than your personnel or contractors required to use it for the purposes of receiving the Services).
Do any act or allow any act to be done that would or might invalidate or be inconsistent with our rights or title in and to the Intellectual Property Rights.

7.4 You grant us the right to use all general ideas, concepts, know- how or techniques that are generated in the course of your use of the App or the Services.

8.0 Indemnity

8.1 You will indemnify us, and our employees, agents and contractors in respect of all liabilities, costs and expenses (including full costs between solicitor and client), claims or demands incurred by us or any third party arising from any of your acts or omissions, your negligence, your breach of these Terms, or arising out of or incidental to your use of the App or the other Services.

9.0 Limitation of liability

9.1 You acknowledge and agree that the App and the other Services are provided on an ‘as is’ basis, without any express or implied warranty, representation or condition. No advice or information provided as part of the App or other Services will create any warranty or representation on behalf of StrongBo and you must make your own assessment of the suitability and appropriateness of the information for your farm.

9.2 Subject to claims available under consumer protection laws and to the extent permitted by law, we are not liable, whether in contract, tort or otherwise, for any loss or damage arising out of or in connection with the use of (or inability to use) our Apps or Services. Any liability will be limited to re-performance of the Services or, where a Subscription Fee applies, a refund of the Subscription Fee. To the extent permitted by law, under no circumstances will we be liable for any indirect, incidental, special, punitive or consequential damages, including any loss of revenue or profits, data, or data use regardless of whether we may have been warned of the possibility of those damages.

9.3 We will not be liable to you unless we receive notice in writing of any claim within 1 year of the occurrence of the event giving rise to the claim.

10.0 Suspension or Cancellation

10.1 We may suspend or cancel the provision of Services to you at any time or may restrict or block your access to our App if we consider that you may have breached any of these Terms or if we cease to provide the Services.

10.2 You may cancel your use of the Services at any time by notifying our distributor at support@am.gallagher.com or StrongBo directly at info@strongbo.ie

10.3 You agree that if we exercise our rights under this clause, we will not have any liability or responsibility to you and we will not refund any amounts that you have already paid (to the fullest extent permitted by applicable law).

10.4 The cancellation of these Terms for any reason will not affect any rights which accrued before cancellation or which otherwise relate to or may arise at any future time from any breach under these Terms prior to cancellation.

11.0 Confidentiality

11.1 You must not use, disclose or reproduce these Terms or any of our confidential information provided to you as part of the Services, except as required to receive the Services or with our prior written consent.

11.2 On our request, you must immediately, to the extent reasonably practicable, destroy or delete all materials containing or referring to our confidential information which are in your possession, power or control.

12.0 General

12.1 Our business is located at McInerney 61 Tom St Hamilton, Ontario, L8R1X2, Canada. Please contact our distributor in the first instance, they are located at 181 Kahikatea Drive, Melville, Hamilton 3204, New Zealand. Our distributor’s contact details are 0800 731 500 or you may find contact details for their regional offices here.

12.2 You may not assign, novate, subcontract, transfer or otherwise dispose of any of your rights and obligations under these Terms without our prior written consent (at our sole discretion). We may assign, novate, subcontract, transfer or otherwise dispose of any of our rights and obligations under these Terms without your prior consent.

12.3 We may update these Terms and our applicable policies from time to time. If we make material changes to these Terms, we will provide you with written notice of the update to these Terms (which may include notification through the App) and, if you do not agree to the update, you may elect to cancel your use of the App or Services.

12.4 You agree that no part of the Hardware or Services (or information obtained through the use of the Hardware or Services) is being acquired for, shipped, transferred or re-exported, directly or indirectly, to any other country.

12.5 Our failure to enforce any provision of these Terms will not waive our right thereafter to enforce any such provision.

12.6 The provisions of these Terms are severable and if any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining terms or provisions of these Terms will not in any way be affected or impaired and will remain in full force and effect. If any provision of these Terms is so determined to be unenforceable, then that provision will be severed from these Terms and immediately replaced with a valid, enforceable provision as similar as possible to the severed provision.

12.7 Nothing in these Terms will evidence, be construed or deemed to constitute partnership or a joint venture between the parties. No party will have the authority to act for, or to incur any obligation on behalf of the other party.

12.8 Clauses 5.4, 6.2, 7 to 9, 10, 11 and 12 will remain in full force and effect and survive the termination of these Terms.

12.9 These Terms contain the full and complete agreement of the parties with respect to the subject matter and, except as otherwise provided, supersedes all prior negotiations, commitments, writings, agreements, and understandings between the parties.

12.10 These Terms will be governed by the laws of Canada and the parties submit to the exclusive jurisdiction of the courts of Canada.