AusScan Terms & Conditions
AusScan Online Terms & Conditions
This page tells you the terms and conditions on which we, Aunir, provide the AusScan Online Service described below. Please read these terms and conditions carefully before requesting the services offered on our website. By registering on the Aunir Website to use the AusScan Online Service, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference. Please understand that if you do not accept these terms and conditions, you are not entitled to obtain any service using our website.
1.1 In these Conditions (unless the context otherwise requires):
AB Agri means AB Agri Limited (company number 193800, whose registered office is at Weston Centre, 10 Grosvenor Street, London, W1K 4QY);
Agreement means the agreement between the User and Aunir for the provision of the AusScan Online Service and/or access to the AusScan Website (which incorporates these Conditions);
APRIL means the Australasian Pork Research Institute Limited;
Aunir means Aunir, a trading division of AB Agri;
Aunir Website means www.aunir.com;
AusScan Online Results means the results generated using the AusScan Online Service, as described in Condition 3.1 below;
AusScan Online Service means the service described in Condition 3 below and any other services supplied or to be supplied by Aunir via the AusScan Website;
AusScan Website means www.ausscanonline.com;
Business Hours mean Monday-Friday 9am-5pm UK time;
Conditions means these terms and conditions;
NIR means Near Infra-Red Reflectance;
NIR Calibrations means the NIR calibrations developed by APRIL and/or Aunir and/or either of their licensors;
Samples means the physical samples including feed & feed ingredients;
Unique Account means the personal account that a User shall be required to set up in order to use the AusScan Online Service, as further described in Condition 4 below;
User means any user of the AusScan Website and/or the AusScan Online Service, which may be an individual or company, as applicable;
You means the User or any individual or company wishing to register to use the AusScan Online Service (andYour shall take its meaning accordingly).
2. Formation of Agreement
2.1 Aunir provides the AusScan Online Service subject to these Conditions which shall govern and be deemed to be incorporated into the Agreement between Aunir and the User to the exclusion of all other terms and conditions. Any other terms and conditions referred to in any letter, form of agreement or other communication sent by the User to Aunir shall not be binding on Aunir. The acceptance or use of the AusScan Online Service by the User shall indicate unqualified acceptance of these Conditions and the User’s agreement to be bound by these Conditions.
2.2 No variation, amendment or waiver of these Conditions shall be valid unless expressly accepted in writing by a director of Aunir.
2.3 Aunir reserves the right to amend these Conditions at any time by amending this page. Users are expected to check this page from time to time to take notice of any changes made. Any changes are binding on Users.
3. The AusScan Online Service
3.1 The AusScan Online Service consists of an on-line facility made available by Aunir to provide Users with predicted nutrient parameter values in respect of uploaded NIR spectra (the “AusScan Online Results”), such results being generated using the NIR Calibrations.
3.2 Aunir shall use its reasonable endeavours to respond to all enquiries surrounding the AusScan Online Service but has the right to refuse provision of the AusScan Online Service to a User at any time without cause.
3.3 Users shall be responsible for (i) running NIR analysis on their Samples, thereby generating NIR spectra and (ii) uploading the NIR spectra they have generated onto the AusScan Website through their Unique Account. AusScan Online Results will be generated and will be sent back to the User within 24 Business Hours of the time of upload.
3.4 If a Sample or the NIR spectra in respect of any Sample does not fit within the NIR Calibrations, the relevant User will be notified and prompted to send the Sample to Aunir for analysis. Aunir will investigate the results of the analysis in conjunction with the NIR spectra uploaded. Aunir will report back the findings to the User.
3.5 In order to validate the results of the AusScan Online Service, Aunir will randomly check certain samples. When Aunir notifies the User that a Sample is required for analysis, that User shall be responsible for sending the Sample to Aunir.
3.6 Users shall retain Samples for a period of 28 days after running NIR analysis. This is in case the Sample does not fit within the NIR calibrations or is randomly selected for analysis.
4. On-line Accounts and Access to and Use of the AusScan Website
4.1 You may request to sign up to use the AusScan Online Service on the Aunir Website by creating a user name and password, in which case (and provided your request has been approved by a duly authorised representative of Aunir), the requested credentials can be used to access Your Unique Account and You can start using the AusScan Online Service. The User is responsible for maintaining the confidentiality of their account and password and changing if appropriate.
4.2 Access to the AusScan Website is permitted on a temporary basis, and Aunir reserves the right to withdraw or amend the AusScan Online Service at any time without notice. Aunir will not be liable if for any reason the AusScan Website or the AusScan Online Service is unavailable at any time or for any period and does not warrant that the operation of the AusScan Website will be uninterrupted or error free. From time to time, Aunir may restrict access to some parts of the AusScan Website, or the entire AusScan Website, to Users.
4.3 Aunir has the right to terminate a User’s Unique Account at any time without cause.
4.4 It is not permitted to establish a link to the AusScan Website from another site in such a way as to suggest any form of association, approval or endorsement. It is not permitted to frame the AusScan Website on any other site or to create a link to any part of the AusScan Website.
4.5 Commentary and other materials posted on the AusScan Website are not intended to amount to advice on which reliance should be placed. Aunir therefore disclaims all liability and responsibility arising from any reliance placed on such materials by any User or by anyone who may be informed of any of its contents.
4.6 Users must not misuse the AusScan Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. Users must not attempt to gain unauthorised access to the AusScan Website, the server on which the AusScan Website is stored or any server, computer or database connected to the AusScan Website.
5. Service Standards
5.1 Aunir shall provide the AusScan Online Service with all reasonable care and skill and in accordance with good industry practice.
5.2 The User accepts that the AusScan Online Results are confined to the actual Samples analysed and that Aunir does not give any assurances that the bulk from which those Samples were taken would yield the same results if analysed or be of the same quality or composition.
5.3 Each party shall comply with all legislation, statutes, regulations and other enactments having the force of law from time to time that is applicable to it in respect of the provision and commissioning of the AusScan Online Service.
5.4 Aunir reserves the right to withhold any information resulting from calculations based on a User’s NIR spectra.
6.1 Unless Aunir otherwise agrees, a User who has been prompted to send their Sample to Aunir for the purpose of analysis shall be responsible for arranging the delivery of Samples to Aunir. The User shall bear the risk of loss, damage to or deterioration of Samples whilst in transit. The User is responsible for any costs incurred in connection with the delivery of Samples to Aunir.
6.2 If Aunir agrees to arrange the collection or delivery of Samples in doing so it is acting as the agent of the User.
6.3 The User warrants and undertakes that, as regards any Samples that Aunir agrees to handle in accordance with Condition 6.2 above:
- it is the owner of all such Samples or where it is not the owner it has the consent of the owner for Aunir to handle the Samples; and
- the Samples are safe for handling and are not of a nature that is likely to cause injury or harm to persons handling them or damage to the equipment or vehicles used to handle them.
6.4 The User shall ensure that all Samples to be handled by Aunir in accordance with Condition 6.2 above are supplied in appropriate packaging and that this packaging and the Samples contained in it are labelled with and accompanied by appropriate safety labelling and handling precautions and the correct address label.
6.5 In any event, the User shall, without prejudice to its other obligations, inform Aunir in writing before despatching Samples to Aunir of any special precautions to be taken by Aunir in the handling or care of the Samples and any suspected health and safety risks associated with such Samples. Aunir reserves the right to refuse to provide the AusScan Online Service, without liability to the User, in relation to any Samples which Aunir reasonably considers may pose a threat to the health and safety of Aunir staff. In these circumstances, the User shall not despatch the Samples before Aunir has given consent.
6.6 In sending Samples to Aunir for analysis the User is thereby licensing Aunir to handle, process and deal with such Samples and to carry out the analysis on them as it thinks fit in its absolute discretion.
6.7 When Aunir has completed its analysis on Samples it is free to dispose of them as it chooses.
7.1 If the User believes that Aunir has provided the AusScan Online Service in a defective manner it will immediately inform Aunir explaining why it considers the Service to be defective, and if Aunir considers the User’s concerns to be legitimate, it will investigate, and may at its discretion repeat the relevant analyses to ascertain whether the AusScan Online Service is defective.
7.2 Except as set out in these Conditions, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise) are hereby expressly excluded to the fullest extent permitted by law. In particular, but without prejudice to the above, Aunir expressly does not warrant that the AusScan Online Results shall be completely accurate or reliable and Aunir takes no responsibility whatsoever for the way in which the User uses the AusScan Online Results nor the consequences of the User’s use of or reliance on any of the AusScan Online Results, that being entirely a matter for the User and not something that Aunir has influence over or, in many cases, awareness of. The AusScan Online Results are not intended to be relied upon in isolation when the User is making any decision relating to its policies or practices and are intended to be used as one of a number of considerations in relation to which the User will make such decisions. The User accepts that all use of and reliance on any AusScan Online Results shall be at the User’s sole risk and that Aunir shall not be liable, whether in contract, tort or otherwise, for the consequences of the User’s use of or reliance on any AusScan Online Results.
7.3 To the extent permitted by law, Aunir hereby expressly excludes:
- liability for any indirect or consequential loss or damage incurred by any User in connection with (i) the AusScan Website; (ii) the use or inability to use the AusScan Online Service; or (iii) the AusScan Online Results; and
- any of the following types of losses incurred by any User in connection with (i) the AusScan Website; (ii) the use or inability to use the AusScan Online Service; or (iii) the AusScan Online Results (whether direct, indirect or consequential):
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this Condition shall not prevent claims for loss of or damage to the User’s tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above in respect of which Aunir’s liability shall be limited to the total amount payable by the User to Aunir under this Agreement in the calendar month in which the occurrence of the event giving rise to the claim arose.
7.4 Condition 7.3 does not affect Aunir’s liability for death or personal injury arising from Aunir’s negligence, nor Aunir’s liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
7.5 Aunir shall not be liable for any failure to provide the AusScan Online Service or make the AusScan Website available as a result of circumstances beyond its reasonable control (including, without limitation, the amendment or coming into force of any legal provision adversely affecting Aunir in relation to the performance of the AusScan Online Service, including any Economic Sanctions Law).
8. Intellectual Property
8.1 All material published on the AusScan Website (including all copyright, trademarks, database rights and other intellectual property rights contained therein) and all information calculated or generated from uploaded spectra or information taken from that spectra in the process of providing the AusScan Online Service (including, without limitation, all AusScan Online Results), is the property of Aunir. Aunir agrees not to identify the source of any uploaded spectra to any third party outside AB Agri. Aunir grants Users a non-exclusive licence to use AusScan Online Results for their internal purposes.
9.1 The price payable for each Sample whose NIR spectra have been uploaded onto the AusScan Website is the price listed on the following page of the AusScan Website (as updated from time to time):http://www.aunir.co.uk/products/ausscan-online/products-and-price-list
9.2 If the User has completed a credit application form which has been approved by Aunir, the User will be invoiced monthly in arrears in respect of all use of the AusScan Online Service in the previous calendar month and payment shall be made within 30 days of the invoice date. In all other cases, payment shall be made in advance of using the AusScan Online Service.
9.3 If any sum payable to Aunir is not paid within seven days of its due date then (without prejudice to our other rights) Aunir may:
- Charge interest on such sum on a day to day basis (before as well as after any judgement) at the rate of two percent above the UK base rate of Barclays Bank plc from time to time in force; and
- Suspend your rights to use the AusScan Website until payment has been made in full.
Our current rates are exclusive of VAT or other sales tax, for which you will be responsible if payable.
10. Ethical Trading, Anti-Bribery and Sanctions Compliance
10.1 In accordance with Aunir’s commitment to sustainable and ethical business practices the User warrants and represents that in connection with any matter arising under or pursuant to the Agreement it shall (i) protect its workers' rights, including by ensuring: safe and hygienic working conditions, freedom of association, living wages are paid, working hours are not excessive, no discrimination is practised, no harsh or inhumane treatment is allowed and no child labour is used; (ii) ensure environmental management programmes are in place (iii) (without prejudice to Condition 10.2) not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier; and (iv) not make or offer, directly or indirectly, any payment, gift or other advantage to a public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business
10.2 In addition, the User:
(a) shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (all of the aforesaid being “Relevant Requirements”);
(b) shall have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
(c) shall on request by Aunir certify to Aunir in writing signed by an officer of the User, compliance with this Condition 10.2 by the User and all persons associated with it. The User shall provide such supporting evidence of compliance as the Company may reasonably request;
(d) warrants that neither it nor, to its knowledge, its officers, employees, nor any person involved by or for it in the performance of the Agreement, is a Sanctioned Person; and
(e) shall comply with Economic Sanctions Law in all respects related to the performance of this Contract and shall not have any dealings or transactions with any Sanctioned Person (including in respect of any further performance of the services under this Agreement) if such dealings or transactions would cause Aunir to be in violation, or to be subject to a risk of punitive measures being imposed pursuant to, any Economic Sanctions Law.
10.3 For the purposes of this Agreement,
“Sanctioned Person” means any person, organisation or vessel
(i) designated on the United Nations Consolidated Lists, the Consolidated List of Financial Sanctions Targets maintained by the UK HM Treasury, the Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, [the US Government's Denied Persons List, Entities List, Debarred Parties List and Terrorism Exclusion List] or an any list of targeted persons issued under the Economic Sanctions Law of any other country (including the European Union);
(ii) that is, or is part of, a government of a Sanctioned Territory;
(iii) owned or controlled, directly or indirectly, by, or acting on behalf of, any of the foregoing; or
(iv) incorporated within, located within or operating from a Sanctioned Territory and subject to any Economic Sanctions Law; or
(v) otherwise targeted under any Economic Sanctions Law.
“Economic Sanctions Law” means any laws, regulations, or other binding measures of the European Union, any EU member state, the United Nations, the United States of America or any other jurisdiction applicable to the Parties which relates to economic or trade sanctions, export controls, non-proliferation, anti-terrorism or similar restrictions.
“Sanctioned Territory” means any country or other territory subject to a general export, import, financial or investment embargo under Economic Sanctions Law from time to time, including without limitation Iran, Myanmar, Sudan, Syria, North Korea and Russia/Ukraine.
11.1 A waiver of any right or remedy under the Agreement is only effective if given in writing. Any waiver by Aunir of any breach, or any default under, any provision of Agreement by the User shall not be deemed a waiver of any subsequent breach or default and shall not affect the other terms of the Agreement.
11.2 Subject to Condition 2.3, the Agreement may only be varied by the written agreement of both parties, and in the case of Aunir must be signed by a duly authorised representative of Aunir.
11.3 If, in any particular case, any provision of these Conditions (or any part of any provision) shall be held to be invalid, illegal or unenforceable by any court or competent authority, or shall not apply to the Agreement, that provision or part-provision shall, to the extent required, be deemed to be deleted and the other terms and conditions shall continue in full force and effect and will not in any way be impaired. If any provision of these Conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
11.4 Aunir may assign the Agreement or sub-contract the whole or any part thereof. The User shall not attempt to assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of Aunir.
11.5 The rights and remedies of Aunir under these Conditions shall be cumulative and no right or remedy of Aunir set out in these terms and conditions shall be deemed to be in lieu of any other right or remedy.
11.6 Nothing in these Conditions shall create or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties and no employee of one party shall be deemed to be or become an employee of the other party.
11.7 Any notice or communication with Aunir shall be delivered to the address set out below:
Addressee: Chris Piotrowski
The Dovecote, Pury Hill Business Park, Alderton, Towcester, Northamptonshire, NN12 7LS, UK
Fax number: +44 (0) 1327 810911
11.8 The parties to the Agreement do not intend that any term of the Contract shall be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.
11.9 These Conditions and any dispute or claim arising out of or in connection with them or their 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.