Our Terms & Conditions

  1. About Us
    1. This AB Sustain site, absustain.com (the “Site”) is provided by AB Agri Limited with company number 193800 and whose registered office address is at Weston Centre, 10 Grosvenor Street, London W1K 4QY, United Kingdom (the “Company”). The Company is a part of the Associated British Foods plc group of companies and its main trading address is at 64 Innovation Way, Peterborough Business Park, Lynch Wood, Peterborough, PE2 6FL
  2. Access to the Site
    1. Access to and use of the Site is subject to the following terms. Please read them carefully before using the Site.
    2. By using the Site you confirm that you accept these terms, which shall take effect immediately on your first use of the Site. If you do not agree to the following terms you must not access and/or use the Site.
    3. Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw the service we provide without notice. We will not be liable if for any reason our site is unavailable at any time for any period.
  3. Changes to these terms
    1. The Company may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made by the Company. Your continued use of the Site after changes are posted means you agree to these terms as updated and/or amended.
  4. Use of the Site
    1. You are permitted to print and download extracts from the site for your own personal non-commercial use on the following basis:
      1. no documents or related graphics on the Site are modified in any way;
      2. no graphics on the Site are used separately from the corresponding text; and
      3. the Company's copyright and trade mark notices and these terms and conditions appear in all copies.
    2. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Site other than in accordance with clause 4.1 is prohibited.
    3. You agree to use the Site only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Site. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the Site.
    4. If you breach any of these terms, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.
  5. Viruses, Hacking and other Offences
    1. You must not misuse the site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the site, or the server on which the site is stored or any server, computer, or database connected to the site. You must not attack the site via a denial-of-service attack or a distributed denial-of service attack.
    2. By breaching clause 5.1, you may commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing Your identity to them. Such breach shall constitute a material breach incapable of remedy for the purposes of clause 13.1.
    3. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to Your use of the site or to your downloading of any material posted on it, or on any website linked to it.
  6. Disclaimers and Limitation of Liability
    1. The Site’s content, including the information, names, images, pictures, logos and icons regarding or relating to the Company and/or its products and services (or to third party products and services), is provided "AS IS" and on an "IS AVAILABLE" basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
    2. The Company may make changes to the material of the Site, or to the products described in it, at any time without notice. The material on the Site may be out of date, and the Company makes no commitment to update such material.
    3. The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
    4. Parts of our Site may contain links to other websites for your convenience and information. If you use these links, you leave the Site. When you access a website other than the Site, even one that may contain our logo or subsidiary or parent company logos, please understand that we do not control the content and are not responsible for the content or privacy practices of that site. We suggest that you carefully review the terms and conditions and privacy policies of each site you visit. These terms and conditions and our online Privacy Policy do not cover the information practices of those websites linked from our Site. These other sites may send their own cookies to users, collect data, or solicit personal information.
    5. Nothing in these terms excludes or limits liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law. Under no circumstances will the Company, or any of its group companies and the officers, directors, employees, shareholders or agents of any of them be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise):
      1. loss of data;
      2. loss of revenue or anticipated profits;
      3. loss of business;
      4. loss of opportunity;
      5. loss of goodwill or injury to reputation;
      6. losses suffered by third parties;
      7. loss or damage due to viruses, distributed denial-of-service attacks, or other technologically harmful material that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Site or your downloading of any material from the Site or any websites linked to the Site; or
      8. any indirect, consequential, special or exemplary damages arising from the use of or inability to use the Site regardless of the form of action (whether in contract, tort (including negligence), breach of statutory duty or otherwise).
    6. The Company does not warrant that functions contained in the Site content will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or bugs.
    7. If your use of the Site results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
  7. Intellectual Property
    1. The names, images and logos identifying the Company or third parties and their products and services are subject to copyright, design rights and trademarks of the Company and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of the Company or any other third party.
  8. General
    1. If there is any conflict between these terms and specific terms appearing elsewhere on the Site then the latter shall prevail.
    2. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
    3. These terms shall be governed by and construed exclusively in accordance with the laws of England and the parties agree to submit to the exclusive jurisdiction of the Courts of England, including the seeking of all injunctive or ancillary relief actions.

 

Issue date: 07/03/2016

 

AB SUSTAIN, a division of AB AGRI LIMITED

TERMS AND CONDITIONS OF BUSINESS FOR THE SUPPLY OF FARM SUPPORT SERVICES

1              INTERPRETATION

1.1          In these Conditions the following words have the following meanings:                       

“Conditions”

these terms of business;

“Contract”

the contract between the Supplier and the Customer for the supply of the Services in accordance with these Conditions;

“Customer” 

the person, firm or company with whom the Supplier contracts to provide the Services;

“Materials” 

any documents, materials, data or information in any form (including computer programs, data, reports, specifications and drafts) provided by the Supplier in connection with the Contract;

“Order” 

the Customer's order for Services as set out in the farm support services order form completed by the Customer and sent to the Supplier;
“Services” the farm support services provided or to be provided by the Supplier to the Customer, being the provision of regular news bulletins and technical updates by email, and the provision of one or more other services as chosen by the Customer from the list of services set out in the order form supplied to the Customer by the Supplier or on the Supplier’s behalf and specified by the Customer in their Order;

“Supplier”

AB Sustain, a division of AB Agri Limited, a company registered in England and Wales with registered number 00193800, and with registered office address at Weston Centre, 10 Grosvenor Street, London W1K 4QY.


1.2                 In these Conditions references to the singular include the plural and vice versa and headings will not affect the interpretation of these Conditions.

2              INCORPORATION

2.1          These Conditions shall apply to the Contract and to the Services to the exclusion of all other terms and conditions and shall prevail over all inconsistent terms that the Customer seeks to apply to the Contract, or which are implied by trade, custom, practice or course of dealing.

2.2          The Supplier may update these Conditions from time to time for legal or regulatory reasons or to allow the proper provision of the Services.  Any changes will be notified to the Customer so that it can choose whether or not to cancel the Contract. The changes will apply to the Contract from the Customer’s next payment date after the Supplier notifies the Customer of such changes.  If the Customer does not cancel the Contract this will indicate the Customer’s agreement to be bound by the new terms and conditions.

2.3          Any variations to these Conditions, other than those outlined in Condition 2.2, shall have no effect unless approved in writing by a director of the Supplier.

2.4          The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.  The Order shall only be deemed to be accepted when the Supplier notifies the Customer that it has accepted the Order (by issuing an invoice to the Customer or by contacting the Customer to arrange provision of the Services) at which point and on which date the Contract shall come into existence (“Commencement Date”).  Once the Supplier has accepted an Order, the Contract will continue unless and until it is ended by either party in accordance with the provisions of Condition 12 below.

2.5          All samples, drawings, descriptive matter, and advertising issued by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures and websites are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the Contract.

2.6          The Contract constitutes the entire agreement and understanding between the parties.

2.7          The Customer acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, promise, warranty or representation (whether made innocently or negligently) made or given by or on behalf of the Supplier which is not expressly set out in the Contract. An action for breach of contract is the only remedy for any statement, promise, warranty or representation set out in the Contract (whether made innocently or negligently). Nothing in this Condition 2.7 shall limit or exclude liability for fraud.  

3              TIME OF PERFORMANCE

3.1          Any dates given for performance of the Services are estimates given with due care and in good faith but time for performance of the Services shall not be of the essence.

3.2          The Supplier will not be liable for any loss (including loss of profit, loss of business or depletion of goodwill), costs, damages, charges or expenses caused directly or indirectly by any delay in performing the Services (even if caused by the Supplier’s negligence), nor will any delay entitle the Customer to terminate or rescind the Contract.

4              CHARGES

4.1          The Supplier’s charges for the Services (the “Charges”) are as set out in the order form provided to the Customer by the Supplier or on the Supplier’s behalf.

4.2          The Supplier will not increase the Charges before April 2020.  If after this date the Supplier changes the price of the Services, the provisions of Condition 11 below will apply.  

4.3          The Charges are exclusive of any applicable VAT which the Customer will pay in addition.

5              PAYMENT

5.1          Payment of the Charges must be made by direct debit, annually in advance.  Payment is on a rolling basis and the Contract will automatically continue unless and until terminated in accordance with Condition 11 or 12 below.

5.2          No payment shall be deemed to have been received until the Supplier has received it in fully cleared funds.

5.3          All sums payable to the Supplier under the Contract shall become due immediately on its termination, without prejudice to any right to claim for interest under the law, or any such right under the Contract.

5.4          The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

5.5          Without prejudice to any other rights or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

5.5.1      suspend all services until payment has been made in full; and

5.5.2      charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, either before or after any judgment.

5.6          The Supplier may, without prejudice to any other right it may have, set-off any liability of the Customer to the Supplier against liability of the Supplier to the Customer.

6              QUALITY OF SERVICES

6.1          The Supplier shall perform the Services using reasonable care and skill.

6.2          The Supplier reserves the right to withdraw or amend any Services at any time. This will not affect any Services that the Customer has already paid for, unless for some reason the Supplier is withdrawing a Service due to its inability to fulfil that Service, in which case the provisions of Condition 12 below will apply.

6.3          The Customer acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) or any person (whether party to these terms and conditions or not) relating to the subject matter of this contract, other than expressly set out in the Contract.

6.4          If the Customer considers that the Supplier has provided sub-standard, defective or negligent Services it will immediately inform the Supplier, who will investigate, and, if the Customer is proven to be correct, the Supplier shall, as it determines, provide remedial services or shall issue a refund to the Customer for the Services concerned. This Condition 6.4 sets out the Supplier’s sole liability for defective services, subject to Condition 8.3 below.

6.5          If notification of a claim is not made within seven days of the date Services are completed, they shall be deemed to be in all respects in accordance with the Contract.  The Supplier shall, in any event be discharged from all liability unless proceedings are brought within twelve months of the date on which Services are provided.

7              CUSTOMER’S OBLIGATIONS

7.1          The Supplier’s obligation to provide the Services is conditional upon the Customer providing to the Supplier:

7.1.1      access to and copies of all documentation, information and materials which may at any time be necessary or desirable for the purpose of performing the Services (the Customer shall obtain and maintain any licences or consents required by the Supplier in relation to the use of such documentation, information and materials);

7.1.2      access to personnel and to premises in each case to such extent and at such time and for such purposes as the Supplier shall specify; and

7.1.3      generally such assistance and co-operation as shall be necessary or expedient for the proper performance of the Services. 

7.2          Where access to premises is provided by the Customer the Customer shall:

7.2.1      ensure that it provides a safe and suitable environment for the Supplier’s personnel and agents;

7.2.2      comply with all relevant laws and regulations from time to time (including, without limitation, health and safety laws) in relation to the use by the Supplier’s personnel and agents of the premises; and

7.2.3      inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply to the premises (or any part of it).

7.3          If the Supplier’s performance of its obligations under the Contract is prevented or delayed by an act or omission of the Customer, its agents, sub-contractors or employees the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer as a consequence and the Supplier shall still be allowed to be paid as though it were performing normally.

7.4          The Customer shall neither itself nor through any of its associates, solicit, directly or indirectly, any employee of the Supplier with whom it has had contact in connection with the Contract and if it does it shall indemnify the Supplier against any costs the Supplier incurs as a consequence.

8              LIMITATION OF LIABILITY

8.1          The following provisions of this Condition 8 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer for any breach of these Conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

8.2          All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.3          Nothing in these Conditions excludes or limits the liability of the Supplier for:

8.3.1      death or personal injury caused by the Supplier’s negligence, or the negligence of its employers, agents or sub-contractors;

8.3.2      fraud or fraudulent misrepresentation; or

8.3.3      any other liability which cannot be legally excluded or limited.

(The Customer’s attention is drawn to the provisions of Condition 8.4 below)

8.4          Subject to Condition 8.3 above:

8.4.1      the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Charges paid or payable under or in connection with the Contract in respect of the year in which the liability arises (each “year” being the 12 month period starting on the Commencement Date and each anniversary thereof); and

8.4.2      the Supplier shall not be liable to the Customer for any indirect, special or consequential loss or damage nor for any loss of profit, loss of business or depletion of goodwill howsoever caused which arises out of or in connection with the Contract.

9              INTELLECTUAL PROPERTY

9.1          For the purpose of this Condition 9, intellectual property rights include, without limitation, copyright, patent rights, utility models, rights to inventions, domain names, rights in computer software, service marks, trade marks, rights in goodwill or rights to sue for passing off, design rights, data base rights, know how, trade secrets, technical information, confidential process information, trade and business names, proprietary information and all similar rights whether registered or not and all rights to apply for such registrations which subsist now or in the future in any part of the world (“Intellectual Property Rights”).

9.2          All Intellectual Property Rights in the Services and the Materials belong to the Supplier.  The Supplier grants to the Customer a fully paid-up, non-exclusive, royalty-free, perpetual licence in the United Kingdom to copy and use the Materials (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Materials in its business.  The Customer shall not sub-license, assign or otherwise transfer the rights granted in this Condition 9.2.

9.3          The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, perpetual licence to copy, use and modify any materials, data or other information provided by the Customer to the Supplier in any form for the purpose of providing the Services to the Customer.

10           CONFIDENTIALITY

10.1        Each party shall, and shall procure that its employees shall, keep secret and confidential all business and trade secrets, know-how, specifications, processes, initiatives, methods of doing business, price lists and other confidential information and material disclosed by or obtained from the other (“Confidential Information”). Each party undertakes not to disclose the other’s Confidential Information to any third party other than its responsible employees to whom disclosure is in good faith necessary for the proper performance of their duties in connection with the Contract.

10.2        The obligations of confidentiality under Condition 10.1, above, shall not apply to any information or material which: (a) was known to the recipient before its receipt from the disclosing party; or (b) is lawfully in the public domain other than by reason of breach; or must be disclosed by law; or (c) the Supplier receives from the Customer, if the Supplier becomes entitled to terminate the Contract under Condition 12 below.

10.3        The obligations of confidentiality under Condition 10.1 above, shall not prevent the Supplier using, exchanging and commercially exploiting the data and results that it obtains in connection with its services to compile data bases of results for itself and third parties provided that in doing so it does not disclose the identity of the Customer.

11           RENEWAL OF THE CONTRACT

The Contract will automatically continue unless and until a party cancels it in accordance with either this Condition 11 or Condition 12 below.  The Supplier will continue to take payment by means of direct debit, annually in advance.  If the Supplier changes the Charges the Supplier will inform the Customer of this with at least 10 working days’ notice (or such other length of notice as is required by the Direct Debit guarantee from time to time) so that the Customer can choose whether or not to cancel their payment.  The Customer will continue to receive the Services until it cancels its direct debit.

12           CANCELLATION OF THE CONTRACT

12.1        Without prejudice to any other rights and remedies which the Supplier may have against the Customer, the Supplier may by notice in writing terminate the Contract wholly or in part or suspend the provision of the Services if the Customer is in breach of any of its obligations under the Contract or any other contract or account with the Supplier or if any distress or execution shall be levied on its property or assets or if it makes or offers to make any arrangement or composition with its creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against it or if any resolution or petition to wind it up is passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of its business, property or assets is appointed.

12.2        The Customer may cancel the Contract by giving the Supplier at least one month’s notice to expire on any anniversary of the Commencement Date.  The Customer may cancel the Contract by calling the Supplier on 01733 871001, or emailing the Supplier at: muller@abagri.com.  The Supplier will not refund payment of the Charges unless the Supplier is unable to fulfil the Services.  If this is the case, the Customer may obtain a proportionate refund for the Services paid for and not yet provided.

13           FORCE MAJEURE

The Supplier shall not be liable if it is delayed in or prevented from performing its obligations due to circumstances outside its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, failures in utility supply, supplier failures, systems interruption, power surges, network unavailability, equipment failures, virus attack and any comparable circumstances.

14           GENERAL

14.1        Except as provided under Condition 12.2, to give notice under the Contract a letter must be delivered personally or sent by pre-paid first class post to the registered office address and normal business address of the recipient. A notice delivered by hand is served when delivered; a notice sent by post is served once 2 business days after posting have elapsed.

14.2        Nothing in the Contract shall create an agency, partnership or employment relationship.

14.3        The Customer may not assign or sub-contract the Contract or any part of it without the prior written consent of the Supplier. The Supplier may assign and sub-contract its rights and obligations under the Contract or any part of it to any person, firm or company.

14.4        Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.

14.5        If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.6        Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

14.7        The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.8        The formation, existence, construction, performance, validity and all aspects of the Contract including the legal relationships established by the Contract shall be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

15           CUSTOMER SERVICES

15.1        If you have a query or complaint about the Services, please contact us using any of the contact details below:

15.1.1    Phone: 01733 871001

15.1.2     Address: 64 Innovation Way, Peterborough Business Park, Lynch Wood, Peterborough PE2 6FL

15.1.3    Email: muller@abagri.com.

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