Last Updated: 30 September 2024

This page sets out the terms and conditions (the “Conditions”) under which ADF Farm Solutions Limited t/a Senus, its employees, agents and sub-contractors (“Senus”) provide the Services to you.

1. Interpretation

1.1 In these conditions, the following definitions apply:

“Contract”: the contract between Senus and you for the supply of Services in accordance with these conditions.

“Order”: the Customer’s request for Service, including, but not limited to the Senus Platform, field services and other associated services.

“Services” the services supplied by Senus to you.

2. Basis of Contract

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Senus begins to perform the Services or at the point of Purchase order creation at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement promise, representation, assurance or warranty made or given by or on behalf of Senus which is not set out in the Contract.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1 Senus shall supply the Services to you in accordance with agreed schedules laid out in writing by Senus to you.

3.2 Senus shall use all reasonable endeavors to meet any performance dates agreed between the parties but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Senus shall have the right to make any changes to or withdraw any part of the Services which are necessary to comply with any applicable law, change in any governmental or European Union policy or safety requirements or which do not materially affect the nature or quality of the Services, and Senus shall notify you in such an event.

3.4 Senus shall use all reasonable skill and care when providing the Services.

4. Your Obligations

4.1 You shall:

(a) Ensure that the Order and any information provided by you to Senus is complete and accurate

(b) Co-operate with Senus in all matters relating to the Services to allow Senus to provide the Services within any agreed timescales

(c) Provide Senus, its employees, agents, consultants and sub-contractors, with all information and materials as reasonably required in a timely fashion and in a manner which meets the requirements as notified to you and ensure that such information is accurate and complete in all respects

4.2 If performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation Senus shall have the right to suspend or delay the performance of the Services and shall not be liable to you for any costs or losses sustained or incurred by you arising directly or indirectly from  failure or delay to perform any of its obligations under the Contract.

5. Fees and Payment

5.1 The fees shall be calculated in accordance with the Sensus’ financial policies.

5.2 Senus reserves the right to increase its fees, provided that such fees cannot be increased more than once in any 12 month period. Senus will give you written notice of such an increase 30 days before the proposed date of increase. If such an increase is not acceptable to you, you must notify Senus in writing within 30 days of the date of notice and Senus shall have the right to terminate the contract immediately.

5.3 Senus shall invoice you on a monthly basis in advance and all invoices must be paid within 30 calendar days and prior to the provision of any Services.

5.4 Where any invoice is not paid by the due date as set out in condition 5.3 above. Senus reserves the right to cease or suspend the provision of Services to you and to terminate the Contract with immediate effect.

6. Intellectual Property Rights

6.1 All intellectual property rights in or arising out of or in connection with the Services shall be owned by Senus

6.2 All materials used by Senus in connection with the supply of the Services shall be the exclusive property of Senus and you shall not provide a copy of any such material to any third party without the prior written consent of Senus.

7. Limitation of Liability

7.1 Nothing in these Conditions shall limit or exclude Senus liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors

(b) Fraud or fraudulent misrepresentation

7.2 Subject to clause 7.2

(a) Senus shall under no circumstances whatsoever be liable to you, whether in contract, (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) Senus total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, (including negligence) breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid by you to Senus under this Contract.

8. Termination

8.1 Without limiting any other right or remedy Senus has the right to terminate the Contract by giving you 30 days written notice.

8.2 Without limiting any other right or remedy Senus may terminate the Contract with immediate effect if you:

(a) Commit a breach of any term of the Contract and (if such a breach is capable of remedy) fail to remedy that breach within 14 days of being notified in writing to do so.

(b) If you fail to pay any amount due by the due date for payment

(c) If Senus is incapable of performing the Services as a result of any change in governmental or European Union policy

(d) Being a company you have a liquidator, receiver or examiner appointed to you or being an individual you are the subject of a bankruptcy petition, or are unable to pay your debts as they fall due.

8.3 Upon termination you shall:

(a) immediately pay to Senus all of Senus outstanding invoices and interest and in respect of Services supplied but for which no invoice has been submitted, Senus shall submit an invoice, which shall be payable by you immediately on receipt

(b) Return to Senus all materials owned or supplied to you by Senus

9. Force Majeure

9.1 Senus shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of Force Majeure Event.

9.2 If the Force Majeure Event prevents Senus from providing any of the Services for more than 4 weeks, Senus shall, without limiting any other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

10. Confidentiality and Conflicts

10.1 Senus will not share your information, without your consent, with any third party unless required by law to do so.

10.2 Notwithstanding condition 10.1, Senus may share your information in an anonymous and pooled format

10.3 Senus reserves the right to terminate the Contract and/or cease or suspend the provision of the Services where a conflict arises between you and another client of Senus. Senus accepts no liability for any losses arising to you as a result of condition 10.3.

10.4 Senus may communicate with you electronically and you accept the risks associated with such communications. Senus shall have no liability to you arising out of any accidental or deliberate interception or corruption that may occur in the transmission of any electronic message to you.

11. Complaints and Dispute Resolution

11.1 In the event that you have a complaint regarding the Services, you must first refer that complaint to the Senus key account manager. In the event that the Senus key account manager does not resolve the complaint to your satisfaction within 30 days of receiving notice of it, you can then refer your complaint to the Senus CEO.

11.2 In the event that your complaint is not resolved to your satisfaction having followed the procedure in conditions 11.1 above or if any dispute arises out of our in connection with this agreement or the performance, validity or enforceability of it (the Dispute) then the parties shall refer the dispute to arbitration conducted in accordance with the rules of the Chartered Institute of Arbitrators.

12. General

12.1 You shall not, without the prior written consent of Senus, assign, transfer, subcontract any or all of your rights or obligations under the Contract.

12.2 Senus may at any time assign, transfer, subcontract, or deal in any other manner with all or any of its rights under the Contract. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.3 This contract is governed by the laws of Ireland and the parties shall submit to the exclusive jurisdiction of the Irish Courts.