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PLEASE READ THE FOLLOWING TEXT CAREFULLY BEFORE
ACCESSING THIS WEBSITE AS NEW TERMS & CONDITIONS ARE
NOW APPLICABLE

This agreement (Agreement) is a legal agreement between you (Member or You) and WELSH LAMB & BEEF PRODUCERS LIMITED of PO Box 8, Gorseland, North Road, Aberystwyth, Ceredigion, SY23 2WB (WLBP or We).

IMPORTANT NOTICE TO ALL USERS:

1. BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU AND YOUR AUTHORISED USERS. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN clause 4, clause 5, clause 6 AND clause 10.
2. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT PERMIT YOU TO ACCESS THE SERVICES.

You should print a copy of this Agreement for future reference

BACKGROUND

1. WLBP has developed certain software applications and platforms which it makes available to its member subscribers via the internet as part of its membership package for the purpose of maintaining animal health and farm records.
2. The Member wishes to use WLBP’s service in his / its business operations.
3. WLBP has agreed to provide and the Member has agreed to take WLBP’s service subject to the terms and conditions of this agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Member who are authorised by the Member to use the Services and the Documentation

Business Day: a day other than a Saturday, Sunday or public holiday in Wales when the banks are open for business.

Documentation: the document made available to the Member by WLBP online via https://farmrecords.wlbp.co.uk/Docs/wlbp/UserGuide.pdf or such other web address notified by WLBP to the Member from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date on which You click the Accept Button to indicate your agreement to the terms and conditions of this Agreement.

Member Data: the data inputted by the Member, Authorised Users, or WLBP on the Member’s behalf for the purpose of using the Services or facilitating the Member’s use of the Services.

Membership Subscription: payment by the Member of his / its annual membership fee (as determined by WLBP from time to time) to WLBP so as to maintain his / its membership of the cooperative which entitles the Member and his / its Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Services: the membership subscription services provided by WLBP to the Member under this agreement via https://farmrecords.wlbp.co.uk or any other website notified to the Member by WLBP from time to time, as more particularly described in the Documentation.

Software: the online software applications provided by WLBP as part of the Services.

Subscription Term: the period during which the Member is a fully-paid up member of WLBP.

Support Services Policy: WLBP’s policy for providing support in relation to the Services as made available at http://www.wlbp.co.uk or such other website address as may be notified to the Member from time to time.

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause headings shall not affect the interpretation of this agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9 A reference to writing or written includes faxes and e-mail.

1.10 References to clauses are to the clauses of this agreement.

2. USER SUBSCRIPTIONS

2.1 Subject to the Member paying the Membership Subscription, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, WLBP hereby grants to the Member a non-exclusive, non-transferable right to permit the Member and his / its Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Member’s internal business operations.

2.2 In relation to the Authorised Users, the Member undertakes that he / it shall maintain a written, up to date list of current Authorised Users and provide such list to WLBP within 5 Business Days of WLBP’s written request at any time or times.

2.3 The Member shall not access, store, distribute or transmit any Viruses, or any material during the course of his / its use of the Services that:

1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2. facilitates illegal activity;
3. depicts sexually explicit images;
4. promotes unlawful violence;
5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, language; or
6. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and WLBP reserves the right, without liability or prejudice to its other rights to the Member, to disable the Member’s access to any material that breaches the provisions of this clause.

2.4 The Member shall not:

1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
1. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3. use the Services and/or Documentation to provide services to third parties; or
4. subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.5 The Member shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WLBP.

2.6 The rights provided under this clause 2 are granted to the Member only, and shall not be considered granted to any subsidiary or holding company of the Member

3. SERVICES

3.1 WLBP shall, during the Subscription Term, provide the Services and make available the Documentation to the Member on and subject to the terms of this agreement.

3.2 WLBP shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for when carrying out planned maintenance or unscheduled maintenance. For the avoidance of doubt there shall be no requirement for WLBP to inform the Member in advance of when such maintenance shall take place.

3.3 WLBP will, as part of the Services and at no additional cost to the Member, provide the Member with WLBP’s standard member support services during Normal Business Hours in accordance with WLBP’s Support Services Policy in effect at the time that the Services are provided. WLBP may amend the Support Services Policy in its sole and absolute discretion from time to time.

4. MEMBER DATA

4.1 The Member shall own all right, title and interest in and to all of the Member Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Member Data. For the avoidance of doubt and without prejudice to the generality of the foregoing, this means that WLBP shall not be responsible for any inaccuracy whatsoever in any Member Data.

4.2 WLBP shall follow its archiving procedures for Member Data as set out in its Back-Up Policy available at https://farmrecords.wlbp.co.uk/WLBP/DataSecurity.aspx or such other website address as may be notified to the Member from time to time, as such document may be amended by WLBP in its sole discretion from time to time. In the event of any loss or damage to Member Data, the Member’s sole and exclusive remedy shall be for WLBP to use reasonable commercial endeavours to restore the lost or damaged Member Data from the latest back-up of such Member Data maintained by WLBP in accordance with the archiving procedure described in its Back-Up Policy. WLBP shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party (except those third parties sub-contracted by WLBP to perform services related to Member Data maintenance and back-up).

4.3 WLBP shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Member Data available at https://farmrecords.wlbp.co.uk/WLBP/Privacy.aspx or such other website address as may be notified to the Member from time to time, as such document may be amended from time to time by WLBP in its sole discretion.

4.4 If WLBP processes any personal data on the Member’s behalf when performing its obligations under this agreement, the parties record their intention that the Member shall be the data controller and WLBP shall be a data processor and in any such case:

1. the Member acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Member and the Authorised Users are located in order to carry out the Services and WLBP’s other obligations under this agreement;
2. the Member shall ensure that the Member is entitled to transfer the relevant personal data to WLBP so that WLBP may lawfully use, process and transfer the personal data in accordance with this agreement on the Member’s behalf;
3. the Member shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
4. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. THIRD PARTY PROVIDERS

The Member acknowledges that the Services may enable or assist him / it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at his / its own risk. WLBP makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Member, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Member and the relevant third party, and not WLBP. WLBP recommends that the Member refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. WLBP does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

6. WLBP’S OBLIGATIONS

6.1 WLBP undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to WLBP’s instructions, or modification or alteration of the Services by any party other than WLBP or WLBP’s duly authorised contractors or agents. If the Services do not conform with the undertaking set out in clause 6.1, WLBP will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Member with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Member’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, WLBP:

1. does not warrant that the Member’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Member through the Services will meet the Member’s requirements; and
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Member acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3 This agreement shall not prevent WLBP from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.4 WLBP warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

7. MEMBER’S OBLIGATIONS

The Member shall:

1. provide WLBP with:
   1. all necessary co-operation in relation to this agreement; and
   2. all necessary access to such information as may be required by WLBP;
   in order to provide the Services, including but not limited to Member Data, security access information and configuration services;
2. comply with all applicable laws and regulations with respect to his / its activities under this agreement;
3. carry out all other Member responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Member’s provision of such assistance as agreed by the parties, WLBP may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
5. obtain and shall maintain all necessary licences, consents, and permissions necessary for WLBP, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
6. ensure that his / its network and systems comply with the relevant specifications provided by WLBP from time to time; and
7. be solely responsible for procuring and maintaining his / its network connections and telecommunications links from his / its systems to WLBP’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the WLBP’s network connections or telecommunications links or caused by the internet.

8. PROPRIETARY RIGHTS

8.1 The Member acknowledges and agrees that WLBP and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Member any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

8.2 WLBP confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9. INDEMNITY

The Member shall defend, indemnify and hold harmless WLBP against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Member’s use of the Services and/or Documentation.

10. LIMITATION OF LIABILITY

10.1 This clause 10 sets out the entire financial liability of WLBP (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Member:

1. arising under or in connection with this agreement;
2. in respect of any use made by the Member of the Services and Documentation or any part of them; and
3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

10.2 Except as expressly and specifically provided in this agreement:

1. the Member assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Member, and for conclusions drawn from such use. WLBP shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to WLBP by the Member in connection with the Services, or any actions taken by WLBP at the Member’s direction;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
3. the Services and the Documentation are provided to the Member on an "as is" basis.

10.3 Nothing in this agreement excludes the liability of WLBP:

1. for death or personal injury caused by WLBP’s negligence; or
2. for fraud or fraudulent misrepresentation.

10.4 Subject to clause 10.2 and clause 10.3:

1. WLBP shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. WLBP’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to £100.00.

11. TERM AND TERMINATION

11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Subscription Term.

11.2 Without affecting any other right or remedy available to it, WLBP may terminate this agreement with immediate effect by giving written notice to the Member if the Member fails to pay his / its Membership Subscription when due.

11.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

1. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

11.4 On termination of this agreement for any reason:

1. all licences granted under this agreement shall immediately terminate;
2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
3. WLBP may destroy or otherwise dispose of any of the Member Data in its possession unless WLBP receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Member of the then most recent back-up of the Member Data. WLBP shall use reasonable commercial endeavours to deliver the back-up to the Member within 30 days of its receipt of such a written request, provided that the Member has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Member shall pay all reasonable expenses incurred by WLBP in returning or disposing of Member Data; and
4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

12. FORCE MAJEURE

WLBP shall have no liability to the Member under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of WLBP or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Member is notified of such an event and its expected duration.

13. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16. SEVERANCE

16.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

16.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

17. ENTIRE AGREEMENT

17.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

17.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

18. ASSIGNMENT

18.1 The Member shall not, without the prior written consent of WLBP, assign, transfer, charge, sub-contract or deal in any other manner with all or any of his / its rights or obligations under this agreement.

18.2 WLBP may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. NOTICES

21.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first- class post or recorded delivery post or by email to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes.

21.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A correctly addressed email shall be deemed to have been received 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

22. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) save that:

23.1.1 either party shall have the right to sue to recover its fees in any jurisdiction in which the other is operating or has assets; and

23.1.2 either party shall have the right to sue for breach of its intellectual property rights and other proprietary information and trade secrets ("IPR") (whether in connection with this Agreement or otherwise) in any country where it believes that infringement or a breach of this Agreement relating to its IPR might be taking place