Effective from 4 September 2020

These Terms are between you and us

These nProve terms of use (Terms) govern your use of nProve, an online tool that makes available information to help commercial farmers find sheep based on genetic attributes meeting their needs. By accessing and using nProve you agree to these Terms, making a contract between you (the person using nProve) and us (Beef + Lamb New Zealand Limited).

We can update these Terms

We may change these Terms from time to time by posting an update on nProve, and you agree you will be bound by each updated version of these Terms. You are responsible for ensuring that you are familiar with and comply with the most current version of these Terms.

You can use nProve for particular purposes

We give you permission to use nProve in accordance with these Terms.  In particular, you are permitted to use nProve to the extent this is for the purpose of helping commercial farmers find and contact Breeders who are able to supply them with sheep with genetic attributes meeting their needs. However, you must not without our permission:

• resell or resupply nProve or the nProve Data to any person for commercial purposes, although this does not restrict you in dealing with any data that is included in the nProve Data but that has also been acquired by you from a source other than nProve;
• use a robot, spider, scraper or other unauthorised automated means to access nProve or the nProve data for any purpose, or manually scrape, harvest or otherwise extract data from nProve;
• in relation to your use of nProve or the nProve data, do anything that violates or which could cause us to violate any applicable law; or
• otherwise misuse any Breeder Details.

We limit our responsibility for the accuracy or reliability of nProve Data

You acknowledge that we source nProve Data from Breeders, SIL bureaus (being independent businesses which gather sheep genetic and performance data from Breeders) and/or other third parties. You agree that to the maximum extent permitted by law:

• we do not guarantee the reliability or accuracy of the nProve Data or its fitness for any particular purpose, and
• we exclude all representations and warranties in respect of the nProve Data except as expressly provided for in any separate agreement with you.

We can collect information as you use nProve

We may automatically gather information about you when you use nProve, such as your IP address, browser type, the date and time you access nProve, information about how you navigate around nProve, and the data you input into nProve (if any).  We may use this information for the purpose of improving nProve and related services, including by creating anonymised insights and analytics, and may use third party providers to help us with this.

To the extent any information we collect from you is your “personal information” for the purpose of the Privacy Act, you may request access or correction of that information from us. If you have any concerns about our treatment of your personal information, you may contact the Privacy Commissioner.

We have all rights in nProve

Except for the limited permissions granted to you under these Terms, we and/or our third party licensors reserve all rights in nProve and its components.  You must not alter, copy, modify, adapt, re-arrange, reverse engineer, decompile, disassemble, reproduce, distribute or republish any part of nProve.

We do not guarantee nProve will always be available or error-free

Like any online service, we cannot guarantee that nProve will be uninterrupted or error free. nProve is made available to you without charge, and it is up to you to take any precautions necessary to ensure you do not incur losses or costs in the event that nProve is affected by an interruption or error. To the maximum extent permitted by law, we will not be liable to you for any losses you may incur arising under or in connection with your inability to access nProve or use nProve without error. 

We may contract out of the Fair Trading Act and Consumer Guarantees Act

To the extent that you are in trade, and are using nProve in trade, you agree that the Consumer Guarantees Act 1993 does not apply.  We do not provide any express guarantees in relation to nProve, other than as expressly set out in these Terms. 

To the extent that you are in trade, and are using nProve in trade, you agree that:

• in accepting these Terms you have not relied on any representations or other conduct by us;
• these Terms are the entire agreement between you and us regarding your use of nProve; and
• to the extent necessary to give effect to the two points above, you agree to contract out of section 9, 12A, and 13 of the Fair Trading Act 1986.

The terms under this heading will apply only if and to the extent that it is legally permitted to contract out of the Consumer Guarantees Act 1993 or Fair Trading Act 1986, as applicable.  In all other respects, your rights under those Acts remain unchanged. For this purpose, “in trade” has the same meaning as in those Acts.

We limit our liability under these Terms

Without limiting any disclaimers, exclusions or limitations of liability elsewhere in these Terms, to the maximum extent permitted by law we will not be liable to you for any loss, damage, costs, expenses or claims that may arise under or in connection with your use of nProve or nProve Data, or from any reliance by you or any third party on the same (including any consequential or indirect loss, such as loss of business profits or opportunity), and in any case, our total liability for any loss, damage or liability you suffer or incur under or in connection with your use of nProve or the nProve Data will not in any circumstances exceed $50.

The limitations and exclusions in these Terms apply to all liability (including for negligence), regardless of the legal basis of the claim, except in the case of fraud or malicious conduct.

You accept that we would not make nProve available free of charge or in its current form if we could not rely on the disclaimers and exclusions and limitations of liability set out in these Terms.

We may limit your access to nProve

If you are in breach of these Terms or we otherwise consider it reasonable in our discretion, we may restrict your access to or use of nProve at any time without notice to you. We may also modify, suspend or discontinue all or part of nProve at any time, with or without notice to you.

We can contact you by email

nProve notifications will be sent to the email address associated with your nProve account.

We may also need to contact you about nProve updates and availability. The email address associated with your nProve account will be used to contact you for these purposes.

You may have to indemnify us from third party claims

As far as permitted by law, and without limiting any other rights we may have, you agree to indemnify us against all costs, losses, expenses and liabilities that we suffer or reasonably incur under or in connection with any third party claim made or brought against us, where the claim is wholly or partly attributable to your use or reliance on nProve or nProve Data.  However, you will not be liable to the extent that we have caused or contributed to such losses through our own negligence, breach of these Terms or unlawful conduct.

General

If at any time we don’t enforce a provision of these Terms, or give you extra time or other leeway to comply, this doesn’t mean that we have waived that provision or given up our rights to enforce that provision, or any other provision.

If a provision of these Terms is found to be invalid, unenforceable or in conflict with the law, that part is replaced with a provision which, as far as legally possible, accomplishes the original purpose of that part.  The remaining terms will continue to be binding.

These Terms are governed by New Zealand law and you agree to submit to the non-exclusive jurisdiction of the New Zealand courts in relation to all disputes with us arising out of or in connection with these Terms or your use of nProve or the Breed Data. 

Definitions and interpretation

In these Terms, unless the context requires otherwise:

 

• Breed means a particular breed of sheep as indicated in nProve;
• Breeder means a sheep breeder;
• Breeder Details means any information about a sheep breeder that is accessible via nProve, including any name, address or contact details;
• Flock means a particular flock of sheep as indicated in nProve;
• nProve Data means the Breeder Details, Trait Data, Rankings, Breed and Flock information, and any other information accessible via nProve;
• Trait Data means data collected concerning any of the following sheep traits: pedigree, DNA parentage, reproduction, survival, lamb growth, adult size, wool, meat, hogget reproduction, wool quality, body condition, facial eczema, worm FEC, bareness and dags;  
• Rankings means information that ranks Trait Data according to any relevant index;
• a requirement not to do something includes a requirement not to encourage, authorise or cause that thing to be done;
• the fact that we have written these terms of use does not mean that ambiguity will automatically be interpreted against us;
• a reference to a party to these Terms of use or any other document includes that party’s personal representatives/successors and permitted assigns; and
• a reference to an enactment or any regulations is a reference to that enactment or those regulations as amended, or to any enactment or regulations substituted for that enactment or those regulations.