Please read the terms of this Agreement carefully. If you click on the ‘Accept’ button once when you create a Soil Benchmark account, you are agreeing to and accepting the terms of this Agreement. This means that the terms provided in this Agreement will be legally binding on you. If you do not agree to the terms of this Agreement, click on the ‘Reject’ button. This will mean that you will not be permitted to use the service.

‍

If you, or your organisation, have entered into a separate software as a service agreement with us (“SaaS Agreement”), in the event of any conflict between the terms of this Agreement and the terms of the SaaS Agreement (whilst the SaaS Agreement is binding), the terms of the SaaS Agreement shall take precedence over the terms of this Agreement.

‍

   1.      Who We Are

We are Soil Benchmark Limited ('we', 'us' or 'our'). These terms and conditions ("Agreement") constitute a legally binding agreement made between you and Soil Benchmark Limited and govern access to and the use of a free-to-use version of Soil Benchmark software ("Soil Benchmark Basic").

‍

At our sole discretion, we reserve the right to make changes or modifications to this Agreement at any time. If we make material changes or modifications that impact your obligations or liability we will issue a new version of the Agreement, which you will be required to accept before you can continue to use Soil Benchmark software (Soil Benchmark Basic or our paid-for services). If we make minor changes or modifications to the Agreement that do not impact your obligations or liability we will notify you that we have done so.

   ‍

   2.      Our Software

Soil Benchmark Basic does not include all the functions and services available to users of our paid-for services. Soil Benchmark Basic is only for use in the United Kingdom.

‍

   3.      Intellectual Property Rights

We are the owner or the licensee of all intellectual property rights in Soil Benchmark Basic, including source code, databases, functionality, software, website designs, audio, text, photographs and graphics in the Soil Benchmark Basic (collectively, the "Content"), as well as trademarks, service marks and logos contained therein (the "Marks").

‍

You acknowledge that rights in Soil Benchmark, the Content and the Marks are licensed (not sold) to you, and that you have no intellectual property rights in, or to, them other than the right to use Soil Benchmark Basic in accordance with the terms of this Agreement. The Content and Marks are licenced in or through Soil Benchmark Basic for your internal business purposes only.

‍

You acknowledge that you have no right to have access to Soil Benchmark Basic in source code form other than as expressly provided in this Agreement.

‍

You may provide suggestions, enhancement requests and other feedback concerning Soil Benchmark Basic (“Customer Feedback”). You hereby assign to us with full title guarantee, all of your right, title and interest in the Customer Feedback and agree that we are permitted to use the Customer Feedback as we choose and have no obligation to make any changes to Soil Benchmark Basic following such Customer Feedback.

‍

We shall be permitted to publish case studies (at our discretion) regarding your use of Soil Benchmark Basic.

‍

   4.      Your Use of Soil Benchmark Basic

Subject to your compliance with the terms of this Agreement, including clause 7 (Prohibited Activities), we grant you a non-exclusive, non-transferable, revocable licence to use Soil Benchmark Basic on the terms of this Agreement solely for your internal business purposes. The licence will continue until terminated in accordance with this Agreement or until you cancel your Soil Benchmark Basic account.

Except as set out in the terms of this Agreement or permitted by applicable law, you undertake:

• not to copy the whole or any part of Soil Benchmark Basic, the Content, or the Marks (except where such copying is incidental to normal use of the software or where it is necessary for the purpose of back-up or operational security);
• not to reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit for any commercial purpose whatsoever, Soil Benchmark Basic, the Content or Marks; and
• not to rent, lease, sub-license, loan, translate, merge, vary, alter or modify, the whole or any part of Soil Benchmark Basic nor permit Soil Benchmark Basic or any part of it to be combined with, or become incorporated in, any other programs;

     without our express written permission.

‍

We reserve all rights not expressly granted to you in Soil Benchmark Basic, the Content and the Marks.

‍

   5.      User Representations

By using Soil Benchmark Basic, you represent and warrant that: (1) you have the legal capacity to enter this Agreement, and you agree with the terms of this Agreement; (2) you will not use Soil Benchmark Basic for illegal or any unauthorised purpose; (3) you will not access Soil Benchmark Basic through automated or non-human means, whether through a bot, script or otherwise; and (4) your use of Soil Benchmark Basic will not violate any applicable law or regulation.

‍

   6.      User Registration

You are required to register for Soil Benchmark Basic. You agree to keep your password confidential for all use of your account and password.

‍

   7.      Prohibited Activities

You may not access or use Soil Benchmark Basic for any purpose other than that for which we make Soil Benchmark Basic available. Soil Benchmark Basic may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us.As a user of Soil Benchmark Basic, you undertake not to:

• Systematically retrieve data or other Content from Soil Benchmark Basic to create or compile, directly or indirectly, a collection, compilation, database, or directory without our written permission.
• Circumvent, disable, or otherwise interfere with security-related features of Soil Benchmark Basic, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of Soil Benchmark Basic and/or the Content contained therein (except as permitted by applicable law).
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or Soil Benchmark Basic.
• Use Soil Benchmark Basic in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorised framing of, or linking to, Soil Benchmark Basic.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of Soil Benchmark Basic.
• Engage in any automated use of Soil Benchmark Basic, such as using scripts to send comments or messages or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ('gifs'), 1x1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as 'spyware' or 'passive collection mechanisms' or 'pcms').
• Interfere with, disrupt, or create an undue burden on Soil Benchmark Basic or the networks or services connected to Soil Benchmark Basic.
• Attempt to bypass any measures of Soil Benchmark Basic designed to prevent or restrict access to any paid-for features of Soil Benchmark software.
• Copy or adapt Soil Benchmark Basic, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Soil Benchmark Basic.
• Except as may be the result of a standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses Soil Benchmark Basic, or use or launch any unauthorised script or other software.  
• Make any unauthorised use of Soil Benchmark Basic, including collecting users' usernames and/or email addresses by electronic or other means to send unsolicited emails, or create user accounts by automated means or under false pretences.
• Use Soil Benchmark Basic as part of any effort to compete with us or otherwise use Soil Benchmark Basic and/or the Content for any revenue-generating endeavour or commercial enterprise.
• Use Soil Benchmark Basic to advertise or offer to sell goods and services.
• Sell or otherwise transfer your profile.

   8.      Term and Termination

These terms shall remain in full force and effect while you use any Soil Benchmark software (Soil Benchmark Basic or our paid-for services) and until you cancel your Soil Benchmark account unless otherwise terminated in accordance with the terms of the Agreement or as otherwise detailed in the SaaS Agreement.

‍

Without limiting any provision of these terms, we reserve the right to, at our sole discretion and without notice or liability, deny access to and use of Soil Benchmark Basic (including blocking certain IP addresses), to any person for any reason, including without limitation, for the breach of any representation, warranty, or covenant contained in these terms or any applicable law or regulation. We may terminate this Agreement and your use of Soil Benchmark Basic or delete your account and any of your content or information without warning, at our sole discretion.

‍

Upon termination for any reason, or if you cancel your Soil Benchmark account:

• all rights granted to you under this Agreement shall cease;
• you must cease all activities authorised by this Agreement;
• to the extent applicable, you must immediately delete or remove the Soil Benchmark Basic from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so; and
• if you request in writing, we will delete the User Data (as defined in clause 10 of this Agreement) that does not form part of the Derived Data from our systems within a reasonable timeframe.

‍

   9.      Modifications and Interruptions

We reserve the right to change, modify, or remove the Content of Soil Benchmark Basic at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on Soil Benchmark Basic. We will not be liable to you or any third party for any modification, suspension or discontinuance of Soil Benchmark Basic.

‍

We cannot guarantee Soil Benchmark Basic will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to Soil Benchmark Basic, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify Soil Benchmark Basic at any time or for any reason without notice to you.

‍

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to use Soil Benchmark Basic during downtime or discontinuance of Soil Benchmark Basic. Nothing in these terms will be construed to obligate us to maintain and support Soil Benchmark Basic or to supply any corrections, updates or releases in connection therewith.

‍

   10.      User Data

You warrant and undertake that you own all right, title and interest in or have the right to provide, all of the data you upload or provide to us for use on Soil Benchmark Basic (the "User Data") and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.

‍

You warrant and undertake that you are entitled to transfer the User Data to us so that we may lawfully use, process and transfer the User Data in accordance with the terms of this Agreement and you shall indemnify us against any claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with a breach of this warranty.

‍

To the extent permitted by law, we shall not have any liability to you for any loss, destruction, alteration or disclosure of the User Data.

‍

You grant to us a non-exclusive transferable, perpetual and revocable licence to:

• Access and view the User Data; and
• Process, combine or aggregate non-personal User Data (wholly or in part) with other data or information, and this shall be "Derived Data".

If this licence is revoked, the Agreement will be terminated in line with clause 8 above and the User Data deleted.

‍

Any Derived Data used externally shall be anonymised.

‍

We make no claim to the Intellectual Property Rights in the User Data.

The Derived Data and all intellectual property rights in such Derived Data shall belong solely to us.  Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in the Derived Data. To the extent the Derived Data (or any part of it) vests in you, you hereby assign to us (with full title guarantee) all of your rights, title and interests in such Derived Data.

‍

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Policy and it is important that you read that information.

‍

   11.      Limitations of Liability (Our responsibility for loss or damage suffered by you)

In no event will we, our directors, employees or contractors be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, lost revenue, loss of data or other damages arising from your use of Soil Benchmark Basic, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to £100.

‍

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

‍

You acknowledge that Soil Benchmark Basic has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Soil Benchmark Basic meet your requirements.

‍

   12.      Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of Soil Benchmark Basic; (2) any material breach of these terms; (3) any breach of your representations and warranties set forth in these terms; or (4) your violation of the rights of a third party, including but not limited to intellectual property rights.

‍

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

‍

   13.      Communications

If you wish to contact us in writing, you can send this to us by email to Soil Benchmark Limited at tom@soilbenchmark.com.

‍

If we have to contact you, we will do so by email to the email address you provide or confirm to us.

‍

   14.      Other Important Terms

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.

‍

You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.

‍

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

‍

Each of the conditions of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining conditions will remain in full force and effect.

‍

If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

‍

   15.      Governing Law

These terms and any dispute or claim arising out of or in connection with it or its subject matter shall be governed in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any dispute of the same.

If you are a consumer and you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

‍

   16.      Disclaimer

Soil Benchmark Basic is provided on an as-is basis and as-available basis. You agree that your use of Soil Benchmark Basic will be at your sole risk.

To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with Soil Benchmark Basic and your use thereof, including, without limitation, fitness for a particular purpose and non-infringement.

This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of Soil Benchmark Basic. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of Soil Benchmark Basic which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. In particular, but without prejudice to the generality of the foregoing, we make no warranties or representations about the accuracy or completeness of the Content and we will assume no liability or responsibility for (1) any errors, mistakes or inaccuracies of Content or materials or (2) any interruption or cessation of transmission to or from Soil Benchmark Basic.

‍