Terms and Conditions

ACKNOWLEDGEMENT AND ACCEPTANCE:
1. The following records the terms and conditions under which Next Farm engages with the Customer in connection with any product and/or service offered by Next Farm for the duration of the provision of the product and/or service.
2. These terms and conditions as well as all annexes and including any purchase orders referencing these terms and conditions make up the entire agreement between Next Farm and the Customer and Next Farm cannot be held accountable for any conditions, agreements, or representations not expressly stated by this contract.
3. By using the products and/or services provided by Next Farm, the Customer agrees that they have read, understood and agreed to these terms and conditions
PRODUCTS AND SERVICES:
1. The use of the terms “products” and “services” shall refer where relevant to both individual products and/or services purchased from Next Farm by the Customer and the whole product and/or service purchased from Next Farm by the Customer.
2. The product and/or service shall refer to whichever variation of such is available at the time of enquiry by the Customer.
3. In the event that Next Farm develops any update, upgrade or other enhancement to any product or service (Enhancement), then Next Farm reserves the right to decide (at its sole discretion):
  1. whether to make that Enhancement available to the Customer at no additional charge or as a separately priced item or related service; and
  2. whether the Customer is required to accept the Enhancement as a condition of further access to the products and/or services.
4. If the Customer does not wish to accept, or pay for, the Enhancement, the Customer may terminate this agreement on no less than one (1) month’s written notice. Such notice must be received by Next Farm before the Enhancement is made available to the Customer.
5. The Customer will be deemed to have accepted the Enhancement (and any associated fees), if the Customer does not terminate this agreement in accordance with clause 2.4.
PRICING AND PAYMENTS:
1. Prices for the products and/or services offered by Next Farm are subject to change without prior notice. All invoices to the Customer will be for the current price of the products and/or services on the date of invoicing.
2. Where any service provided by Next Farm comprises a subscription service then the Customer is required to pay the regular subscription fees in order to access that service.
3. All prices are in New Zealand Dollars (unless expressly stated otherwise on a Next Farm purchase order) and exclude GST and delivery costs. Costs that are additional to the purchase price will be included in the invoice to the Customer.
4. Payment hereby refers to the full invoice price, including GST and delivery costs, and will only be complete upon clearance by Next Farm.
5. Payments from the Customer must be paid in full to Next Farm by the 20^th of the month following the invoice date. Next Farm reserves the right to cancel the contract (or cancel or suspend access to any subscription service, where applicable) if the Customer does not pay within the stated time frame.
6. Where Next Farm provides any subscription service, Next Farm reserves the right to increase the fee for that service from time to time, by providing not less than one (1) months prior written notice to the Customer.
7. All payments to be made by the Customer under this Agreement shall be made in full and shall be paid free and clear of, and shall not be reduced by, any withholding tax or any other similar taxes. To the extent that the Customer is required under any applicable law to withhold or deduct such taxes from fees, the amount of such payment shall be increased by the paid or deducted amount so that Next Farm receives the amount which would otherwise have been payable if such taxes had not been required to be withheld or deducted.
DELIVERY:
1. Next Farm reserves the right to wait until the full payment has been received before commencing delivery to the Customer.
2. Next Farm shall endeavour to meet the delivery date of the products and/or services to the Customer, however, unless prior written agreement is reached regarding the delivery date, any indicated date is an estimate only and non-binding. Should a delay or failure to deliver occur, Next Farm cannot in any way be held accountable.
3. Delivery is deemed to be complete when the products and/or services arrive at the location specified by the Customer.
4. Notwithstanding any of the other terms and conditions in this agreement, the risk of the products and/or services passes to that of the Customer upon dispatch from Next Farm to the Customer’s designated delivery address.
RETURNS:
1. The customer is responsible for the inspection of the products and/or services upon their delivery and, unless written contact is made with Next Farm within seven (7) days after the delivery date, the customer is deemed to have accepted that they are of a reasonable standard so cannot return the products and/or services to Next Farm.
WARRANTY:
1. Next Farm will provide the services using suitably skilled personnel and by exercising reasonable care, skill and diligence.
2. Unless specified in writing before invoicing, Next Farm warrants that all products will be free from defects in materials and workmanship under normal use for a period of two (2) years from the day the full payment for that product has been received by Next Farm from the Customer (Warranty Period).
3. During the Warranty Period, if the product is found by Next Farm to be defective and covered under this warranty, Next Farm may, at its sole discretion:
  1. repair or replace any defective component of the product with a new or refurbished component or replace the defective product with a similar new or refurbished product at no cost to the Customer; or
  2. accept the return of the product and refund to the Customer the original purchase price.
4. The product warranty does not apply (in each case as determined by Next Farm, acting reasonably) to:
  1. normal wear and tear to the product;
  2. damage or defects to the product caused by:
    1. the operation or use of the product for purposes other than for which it was designed; or
    2. the Customer’s failure to follow any instructions from Next Farm or contained in any user documentation supplied with the product or published on Next Farm’s website (www.next-farm.co.nz) from time to time;
    3. damage or defects to the product caused by anything that is not the fault of the product itself, including any:
      1. accidents, misuse or mishandling;
      2. breakdowns or interruptions in electrical power or the telecommunications network;
      3. fraudulent, illegal or intentional acts; or
      4. consumable parts of the product (including batteries and seals), unless the damage was caused by a defect in materials or workmanship of the product;
      5. damage or loss while the product in transit; or
      6. damage or loss to the extent due to the product being opened, repaired, altered or modified by someone other than Next Farm personnel.
5. Should Next Farm inspect the products returned under warranty by the Customer and find that the products are not faulty, standard servicing costs will apply. These must be paid in full to Next Farm before the products are returned to the Customer.
6. All materials and labour are included in warranty but travel is charged at company rate.
NO OTHER WARRANTIES:
1. To the maximum extent permitted by law:
  1. Next Farm’s warranties are limited to those set out in this agreement, and Next Farm excludes all other conditions, guarantees or warranties, whether expressed or implied by statute or otherwise (including any warranty under the Contract and Commercial Law Act 2017); and
  2. Next Farm does not promise that the products or services will:
    1. meet the Customer’s requirements, or be suitable for a particular purpose, including that the use of the products or services will fulfil or meet any statutory role or responsibility of the Customer; or
    2. be secure, free of viruses or other harmful code, uninterrupted or error free.
2. The Customer acknowledges that certain services may interoperate with a range of third party service features. Next Farm does not make any warranty or representation on the availability of those features. To the maximum extent permitted by law, Next Farm excludes all responsibility or liability for those third party service features. If a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, Next Farm may cease to make available that feature to the Customer. If Next Farm exercises its right to cease the availability of a third party feature, the Customer is not entitled to any refund, discount or other compensation.
3. The Customer is acquiring the products and/or services under this agreement for business purposes and accordingly the Consumer Guarantees Act 1993 will not apply.
4. Where legislation or rule of law implies into this agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in this agreement. However, the liability of Next Farm for any breach of that condition or warranty is limited, at Next Farm’s option, to:
  1. supplying the product or services again; or
  2. paying the costs of having the product or services supplied again.
LIMITATION OF LIABILITY:
1. To the maximum extent permitted by law, the total aggregate liability of Next Farm under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) will be limited to the purchase price paid for the product or (where applicable) the amount of fees paid to Next Farm in the 12 months preceding the relevant claim. This limit of liability will not apply in respect of any fraud, wilful default/misconduct or illegal act by Next Farm.
2. To the maximum extent permitted by law, Next Farm excludes all liability to the Customer and any relevant third party for any:
  1. indirect, consequential or economic loss or damage;
  2. loss of profit, revenue, production, data, information or opportunity;
  3. cost of capital; or
  4. loss arising out of third party contracts.
OWNERSHIP OF THE PRODUCTS AND SERVICES AND DATA:
1. Ownership of the products and/or services shall remain with Next Farm until payment has been paid in full by the Customer and received in full by Next Farm. This clause constitutes a “purchase money security interest” for the purposes of the Personal Property Securities Act 1999.
2. Any data collected or generated by the Customer using the products and/or services is the exclusive property of Next Farm (Data). Next Farm grants the Customer a royalty-free licence to use the Data for the Customer’s business purposes for the term of this agreement.
3. Any personal data collected by Next Farm pursuant to this Agreement shall be used and stored by Next Farm in accordance with Next Farm’s privacy policy (as may be displayed on Next Farm’s website (www.next-farm.co.nz) and updated from time to time).
INTELLECTUAL PROPERTY:
1. Intellectual Property includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity.
2. All Intellectual Property in the products and/or services is the sole and exclusive property of Next Farm. The Customer must treat Next Farm’s Intellectual Property as confidential information of Next Farm and must not:
  1. copy, reverse engineer or manufacture the products and/or services;
  2. use Next Farm’s Intellectual Property in a manner that would be detrimental to Next Farm’s business;
  3. infringe, or contest the validity of, any of Next Farm’s Intellectual Property; or
  4. use any or Next Farm’s Intellectual Property for any illegal or unethical purpose.
3. Next Farm encourages feedback on the products and the services. If the Customer provides Next Farm with ideas, comments or suggestions relating to the products, services or this agreement (Feedback):
  1. all Intellectual Property in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), will be property of Next Farm; and
  2. Next Farm may use or disclose the Feedback for any purpose.
ASSIGNMENT:
1. The use of Next Farm’s products and/or services does not give the Customer the right to assign these benefits to any other person without the prior written agreement by Next Farm, which may be given or withheld at their discretion.
TERMINATION:
1. Should the Customer fail to pay any amount due to Next Farm on the due date for payment and the Customer fails to remedy that breach within a further period of 7 calendar days of notice from Next Farm requiring payment, then Next Farm may terminate this agreement by giving written notice to the Customer.
2. Either party may terminate this agreement by notice in writing if the other party:
  1. is likely to be insolvent or unable to pay its debts as they fall due;
  2. enters liquidation, receivership or voluntary administration (or similar);
  3. commits, or allows to be committed, any material breach of this agreement and:
    1. the breach is incapable of remedy; or
    2. the breach is not remedied within 14 calendar days’ notice of the breach.
3. The Customer has the right to terminate any subscription service provided by Next Farm under this agreement by giving written notification to Next Farm thirty (30) calendar days prior to the termination date.
4. Should a termination occur all parties are obliged to complete any payments to the other that are due up until the termination date.
5. Termination of this agreement is without prejudice to any accrued rights of the parties.
6. In any circumstance where Next Farm is entitled to terminate this agreement Next Farm may (at its sole discretion) suspend any services until the relevant breach is remedied to Next Farm’s satisfaction.
FORCE MAJEURE:
1. Without prejudice to any other provision hereof, Next Farm shall not be liable for any failure to fulfil any terms of this agreement if such fulfilment has been delayed, hindered or prevented by any circumstances whatsoever not within Next Farm’s direct control. This includes but is not limited to: strikes or lock-outs, material shortages, Next Farm’s suppliers failure to supply, labour disputes, war, hostilities or the threat or apprehension thereof, or compliance with any order or request of any competent government authority or department.
2. If the effects of a Force Majeure Event have a duration longer than thirty (30) calendar days from the notification of a force majeure to the other party, the contract may be terminated automatically at the request of either party, without entitlement to compensation on both sides.
APPLICABLE LAW:
1. These terms and conditions are subject to the laws of New Zealand.
1. Should any disputes arise in the interpretation or implication of these terms and conditions Next Farm and the Customer agree to initially attempt to settle these outside of the Courts.
1. If the above attempts fail the Customer agrees to submit to the exclusive jurisdiction of the Courts of New Zealand and that any legal proceedings may be heard in these Courts.
USER INFORMATION:
1. Next Farm reserves the right to make any modifications to the provided user information as well as add new user information without notice. All contracts between Next Farm and the Customer are subject to the user information published or displayed by Next Farm on Next Farm’s website (www.next-farm.co.nz as updated from time to time) and it is the responsibility of the Customer to ensure they are aware of the current user information, whenever that may be.
2. Any errors or omissions to the user information provided are exempt and Next Farm reserves the right to correct these at any time without notifying the Customer.