Authorised Users: those employees and advisors of the Customer who are authorised to use the Services.
Customer: the business or individual paying the Subscription Fees and detailed on the Order Form
Customer Data: the data inputted by the Customer, Authorised Users, or Poultry Health Services on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Subscription Term: the term of this agreement as set out in the Order Form.
Order Form: the Order Form detailing the services ordered and to be provided.
Services: the online subscription services provided by Poultry Health Services to the Customer under this agreement via www.digiflock.co.uk or any other website notified to the Customer by Poultry Health Services from time to time.
Subscription Fees: the subscription fees which may be payable by the Customer to Poultry Health Services for the User Subscriptions, as set out in the Order Form.
User Subscriptions: the user subscriptions purchased by or granted to the Customer as detailed in the Order Form which entitle Authorised Users to access and use the Services in accordance with this agreement.
2.1 Our subscriber pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
2.2 Subject to you purchasing or being granted User Subscriptions and the other terms set out in this agreement, Poultry Health Services hereby grants you a non-exclusive, non-transferable right to permit Authorised Users to use the website and Services during the Subscription Term.
2.3 In relation to the Authorised Users, you undertake that the maximum number of Authorised Users who access the Services shall not exceed the number of User Subscriptions you have purchased or been granted by us.
3.1 After you place an order for access to our Services, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. We will confirm our acceptance to you by sending you an e-mail which provides you access to the services you have purchased. The Contract between us will only be formed when we send you this confirmation.
3.2 For paid for services, you must pay Subscription Fees in advance, in cleared funds, in accordance with the instructions on our website.
3.3 If we are unable to supply you with a service or process your order we will endeavour to contact you by telephone or otherwise inform you of this by e-mail (to the contact details you have provided us with) and we will not process your order. If you have already paid for the services, we will refund you the full amount paid as soon as possible.
4.1 The Customer shall pay any Subscription Fees to Poultry Health Services for the User Subscriptions in accordance with this clause and your Order Form. Where the costings service is provided via a third party, the Subscription Fees will be paid by the third party.
4.2 The Customer shall provide to Poultry Health Services valid, up-to-date and complete bank credit card details or approved purchase order information acceptable to Poultry Health Services and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
4.3 Where Subscription Fees are charged, if Poultry Health Services has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Poultry Health Services:
4.4 All amounts and fees stated or referred to in this agreement: (a) shall be payable in pounds sterling; (b) are non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to Poultry Health Services’ invoice(s) at the appropriate rate.
4.5 Poultry Health Services shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions at the start of each Renewal Period upon 90 days' prior notice to the Customer.
You warrant that you shall:
6.1 You shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services or website that:
6.2 Poultry Health Services reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
6.3 In your use of this service, you must not;
7.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
Your agreement for subscriber services shall, unless otherwise terminated earlier in accordance with this agreement, commence on the date Services are first made available to you from access and shall continue for the Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 30 days or as otherwise detailed in your Order Form), unless:
9.3 Without affecting any other right or remedy available to it, Poultry Health Services may terminate this agreement with immediate effect by giving written notice if:
9.4 On termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate; (ii) Poultry Health Services may destroy or otherwise dispose of any of the Customer Data in its possession unless Poultry Health Services receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Poultry Health Services shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer 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 Customer shall pay all reasonable expenses incurred by Poultry Health Services in returning or disposing of Customer Data.
9.5 Provided that, to the extent to which Customer Data is not personal data and provided that such data is entirely anonymised, Poultry Health Services may retain a copy of the Customer Data for data aggregation and business intelligence purposes.
9.6 On termination of this agreement for any reason, 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.
10.1 You may cancel your account with us by following the instructions detailed above.
10.2 We may cancel your account with us without cause by giving you at least 30 days' written notice of cancellation. Where we cancel your account on this basis, you will be entitled to a (pro-rated) refund of any element(s) of the charges paid to us in respect of the provision of services during any period after the date of effective cancellation of your account (and we will calculate the amount of such refund using any reasonable methodology).
11.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
11.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, howsoever arising under or in connection with:
11.4 To the extent that the website and information and services on our website are provided free-of-charge, we will not be liable to you for any loss or damage of any nature.
11.5 Except as expressly and specifically provided in this agreement:
11.6 Except to the extent not excludable by law, Poultry Health Services' 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 the total Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.
11.7 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
11.8 We are not liable for any delays, delivery failures, or any other loss or damage suffered by you as a result of your use of the Services provided by Poultry Health Services, and you acknowledge that this service may be subject to limitations, delays and other problems inherent in the use of such services.
11.9 You acknowledge that the flock health programs including vaccination alerts and other flock health reminders that are provided as part of these Services have been developed in consultation with and approved by the relevant regulatory bodies, including the details contained within the relevant Summaries of Product Characteristics (SPC’s), Pharmaceutical Companies and the Veterinary Medicines Directorate (VMD) and we are not liable for any loss or damage suffered by you as a result of adhering to these certified practices.
Poultry Health Services shall have no liability to the Customer 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 Poultry Health Services 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 Poultry Health Services' or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
14.1 You shall not, without the prior written consent of Poultry Health Services, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
14.2 Poultry Health Services 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.
When we refer, in these Terms, to "in writing", this will include e-mail. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order. Please note that any notice given by you to us, or by us to you, will be deemed received and properly served, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. 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. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.1 All Intellectual Property Rights in or arising out of or in connection with this agreement or any other agreement we have with you shall be owned by us. All Poultry Health Services materials are the exclusive property of Poultry Health Services.
16.2 We may transfer our rights and obligations under any agreement with you to another organisation, but this will not affect your rights or our obligations under this agreement. We will always notify you in writing, by e-mail or by posting on our website if this happens.
16.3 You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
16.4 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
16.5 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
These terms are governed by English law. This means that a contract, 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
These terms and conditions supersede any previously issued terms and conditions for this website. These may be revised without notice.