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TERMS AND CONDITIONS OF USE
The following terms and conditions outline the obligations between Vinsight
Software ( Us ) and you the customer ( You ), that is to say Our obligations to
You and Your obligations to Us. These terms form the legal agreement between You
and Us, so please read them carefully.
By registering to and/or using the Service:
You agree to be bound by the terms and conditions in this agreement;
You acknowledge that You are authorized to act on behalf of any entity which you
claim to represent or on whose behalf you are using the Service.
If you do not understand these terms or do not agree with them then do not use
Vinsight Software supplies a service to You that allows planning, recording, and
reporting on wine business activities including but not limited to activities
from the vineyard into the winery, and through to the despatch of packaged or
bulk wine from the winery.
means the licence to use the Service commencing on the Subscription Date and
expiring after a specified Subscription Period.
means the date which You created Your Service subscription with Us.
means the length period after the Subscription Date for which the licence is
means the licence fee paid for the duration of the Subscription.
means any business management or related service(s) made available to You by Us
at Our Website.
means the software and modules developed by Us providing the Service.
means enhancements and new versions of the Service released by the Us after the
commencement of the Subscription. Upgrades may include new features and/or
services which provide new or additional functionality as enhancements to
existing services or replacement services designed to operate with new
technology. Upgrades also do not include third-party software such as “Operating
Systems”, “Database Management Systems”, and other third-party products with
which the Service has been written to make use of.
means a schedule notified to You by Us from time to time which specifies the
Support Services provided by Us in terms of this agreement and the fees to be
charged for those Support Services.
means the services, described in the Support Schedule relating to the Service,
to be performed by Us under this agreement.
We agree to license, maintain and support the Service and any addendum thereto
according to the terms and conditions of this Agreement.
GUARANTEES AND WARRANTIES
We grant You a non-transferable and non-exclusive Licence to use the Service for
Your own operational purposes:
For the Subscription Period;
Not exceeding the number of concurrent users for the Service paid for with the
You may not use the Service for commercial time-sharing, rental or service
bureau use without prior written agreement from Us.
We may configure the Service to prevent use if the number of licensed concurrent
users is exceeded.
You shall pay the Subscription Fee in one sum on the Subscription Date or by
prior arrangement with Us using an agreed payment plan.
Duration of Licence
The Licence will commence on the Subscription Date and will continue until the
end of the Subscription Period or until this Agreement is otherwise terminated.
The licence will expire at the end of the Subscription Period unless otherwise
renewed by payment of another Subscription Fee or unless otherwise terminated.
Copyright and other intellectual property in the Service and all associated
documentation shall remain the property of Us.
Any software, know how, techniques or ideas which may be developed by Us at the
request of You during the term of this Agreement, will belong to Us.
Copying and Modifications
You will not permit the Software providing the Service (in whole or in part) to
be copied except as reasonably required for backup purposes.
You will ensure that the Service or the Software providing the Service is
protected at all times from unauthorised access or use by a third party.
You may not modify or attempt to modify the Service or the Software providing
the Service or cause or permit the disassembly, or decompilation of the Software
or any part thereof.
You will not try to circumvent any security of the Service or the infrastructure
and systems the service is based or hosted on.
You will not try to access any services or data that you not expressly entitled
to under Your Subscription.
MAINTENANCE AND SUPPORT SERVICES
We provide a service where Your data is stored on secure servers and those
servers are backed up to prevent data loss, However we do NOT warrant that there
will be no data loss. You must maintain copies of the data and source
information used to create the data stored in the Service.
We do not warrant that the Service will be free of disruptions. There may be
planned outages for maintenance and upgrades of the Service. While we make best
endeavours, there may also be unexpected outages.
You represent to the Us that You are using the Service for the purposes of a
business and that You have not relied on any representation made by Us which has
not been stated expressly in this agreement.
The guarantees, warranties and conditions implied on the part of Us or any other
supplier or sub-contractor, to the fullest extent permitted by law, do not
include any legislation or statutory consumer guarantees or protection of
Subject only to the express warranties contained in this agreement, the Service
and the Support Services are supplied “as is”. We do not warrant that the
Service will meet Your expectations or requirements or that its operation will
be uninterrupted or error free.
Limitation of Liability
We will not be liable for indirect or consequential damage or for any loss of
business, property, profit or data, however caused, which may be suffered or
incurred or which may arise directly or indirectly in respect of the Service,
the Support Services or the failure or omission on the part of Us to comply with
its obligations under this agreement, even if We had been advised of the
possibility of such damages or loss, and whether such claim is made in contract,
negligence or under any other legal claim.
Our total liability for damages under this agreement whether in contract,
negligence or under any other legal claim shall be limited at Our option to any
one or more of the following, as may be appropriate.
Rectification or replacement of the Service;
Supply of Support Services again;
Refund of all or part of money paid by You to Us within the 12 months preceding
notification of the claim.
Any claim for damages under this agreement must be notified to Us within 12
months of the cause of action arising.
We may out our discretion, provide additional Support Services outside the
outside the scope of our normal support for an additional charge, but subject to
availability of personnel and resources.
Support services do not include:
Correction of errors caused by alterations, modifications or use of the Software
not authorised by Us.
Correction of errors caused by use of the Service other than in an operating
environment recommended by Us.
Correction of errors caused by any defects in the product which was used to
create or run the Service.
Support in respect of issues where You are not using an up-to-date internet
browser as deemed by Us.
Correction of errors which are not reproducible.
Fees and Charges
We may make an additional charges for Support Services requested by You which
are not required to be performed by Us under this agreement. Any such additional
charge may be deducted by the Us from any support time purchased by You in
advance according to the terms of this agreement or may be separately billed by
Us and payable under the same payment terms as Your Subscription. We will inform
You before hand if the Support Services You are requesting are billable.
All fees and charges appearing in this agreement or quoted by Us are exclusive
of any applicable sales or other taxes in any relevant jurisdiction.
You shall pay interest at two (2%) percent above the Our bank overdraft rate on
all overdue amounts from the due date until payment is made.
If any payment owing to Us is not made on or before the due date, We may
withhold or suspend access to the Service(s) without further notice to You. You
shall have no right to set-off payment of any money due under this agreement
against any other claim or matter, whether related or not.
Confidentiality and Privacy
You shall treat as confidential Our intellectual and industrial property rights
in the Service. We shall treat as confidential, information relating to You and
Your business which comes into Our possession in the performance of this
Neither party, without the consent of the other party, shall disclose the
other’s confidential information to a third party.
The operation of this clause shall survive the termination of this agreement.
The provisions of 14.a and 14.b shall not apply if the information becomes
public knowledge without a breach of this clause, or the receiving party is
already in possession of the information prior to the disclosure, or if the
information was developed without access to the confidential information.
You can find this at http://www.vinsight.net/about/privacy.
We may terminate this agreement immediately by notice in writing if You breach
any clause of this agreement and such breach is not remedied within thirty (30)
days of written notice by Us.
On termination of the Subscription granted by this agreement, You shall cease
using the Service and We may prevent You accessing the Service and Your Data.
Termination of the Licence granted by this agreement shall not affect Your
obligation to pay all fees and charges which became payable under this agreement
before such termination and shall not affect any right at law or equity relating
to any obligation under this agreement and which accrued to either party before
If you have prepaid for a service, no refund is payable to you on termination unless
we agree otherwise.
Neither party will be liable for any delay or failure to perform its obligations
under this agreement if such failure or delay is due to an event or events over
which that party could not reasonably have exercised control.
You may not assign or otherwise dispose of the Subscription or the benefit of
this agreement without Our prior written consent.
No right under this agreement shall be deemed to be waived except by written
notice. A waiver by either party in any instance will not prejudice its rights
in respect of any subsequent breach of this agreement by the other party.
If this agreement is entered into in respect of a Service already by Us to You
and You have paid the Subscription fee stipulated by Us, then this agreement
shall apply to such Service with effect from the Subscription Date, but with the
You shall not be required to pay any further Subscription fee in respect of such
Service (but may be required to pay for Service to be brought up to the
appropriate Subscription Level);
This clause shall take priority over any other conflicting clause in this
Except as provided herein this agreement constitutes the entire agreement
between the parties for the subject matter referred to herein. Any prior
arrangements, agreements, representations or undertakings are superseded.
The terms of this agreement shall include any addendum to this Agreement and any
Support Schedule notified to You by Us from time to time.
If any clause in this agreement is for whatever reason held to be unenforceable,
illegal or invalid then this shall not affect any other clauses in this
Extension of Agreement
The terms of this agreement shall include any addendum to this agreement
consented to in writing by both parties. Terms defined in this agreement shall
have the same meaning in any addendum to this agreement and in any Support
Schedule notified to You by Us from time to time.