TERMS AND CONDITIONS OF SUPPLY V7 26.8.22

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE AGREEING TO PURCHASE OUR PRODUCTS AND OR SERVICES

1. INTRODUCTION.
2. DEFINITIONS.
3. SERVICE.
4. ACCESS.
5. LICENSING.
6. UTILISATION.
7. SUBSCRIPTION PERIOD.
8. SUPPORT.
9. REFERRALS & LINKS.
10. CUSTOMER RESPONSIBILITIES.
11. VINESCAPES RESPONSIBILITIES.
12. LIABILITY.
13. PAYMENT.
14. CANCELLATION
15. INFORMATION EXCHANGE.
16. REMEDIES.
17. DATA PROTECTION
18. ENTIRE AGREEMENT.
19. GOVERNING LAW.
20. VINE SALES
21. SIKA TRELLIS POSTS
22. SOILSCAPES LICENCING – SOIL DATA (as relates to VineMAP)

1. INTRODUCTION

1.1       COMPANY: Vinescapes Ltd previously Climate Wine Consulting Ltd (hereafter Vinescapes) is a company providing land and environmental services based upon its research and available information.

1.2       SERVICES: You can benefit from Vinescapes services, products and data through our website, messages, and by contacting us.

1.3       TERMS: By using our services, products and data you enter an AGREEMENT with VINESCAPES as a CUSTOMER and accept the SERVICE TERMS as set out in these Terms & Conditions.

1.4       VALIDITY: VINESCAPES has the right to amend, change or revoke the SERVICE TERMS, unless otherwise agreed with the CUSTOMER. Changes will be announced on the SERVICE WEBSITE. Terms not consistent with the SERVICE TERMS must be agreed in writing in advance with VINESCAPES.

1.5       NON-COMMERCIAL UTILISATION: you may use any VINESCAPES SERVICES for NON-COMMERCIAL UTILISATION without intention of generating income or profits, subject to the conditions below. NON-COMMERCIAL UTILISATION includes private, research, welfare and disaster relief purposes.

1.6       COMMERCIAL UTILISATION: VINESCAPES provides specific GOODS and SERVICES for CUSTOMERS for use to generate revenue. VINESCAPES offers specific contractual terms for these needs. Terms differing from the SERVICE terms must be agreed in writing.

1.7       RESPONSIBILITIES: Unless otherwise agreed in writing by VINESCAPES, the CUSTOMER is responsible for ensuring the services are used according to local legislation and according to the SERVICE TERMS.

1.8       WARRANTIES: VINESCAPES offers its SERVICES as is, without further warranties, express or implied, unless otherwise specified in a separate AGREEMENT between CUSTOMER and VINESCAPES and takes no liability whatsoever for any claims resulting from the provision of the services, other than those terms (if any) which may be agreed between VINESCAPES and you the CUSTOMER in a separate written agreement between us.

1.9       LIABILITY: VINESCAPES takes no liability whatsoever for any direct or indirect or consequential claims resulting from the provision of the services, other than those specifically agreed in a separate contractual arrangement, or as prescribed by law. In so far as there may be a liability claimed upon Vinescapes, this shall not in any event exceed the agreed fee for the service which may be specifically agreed.

1.10     SUMMARY: this constitutes a short summary of the VINESCAPES SERVICE TERMS. For further details, consult sections 2 to 17. Vinescapes products and services are as set out, but not limited to, the list below:

• VineMAP – maps & reports setting out the viticultural suitability & variables of land within the UK.
• Frost Protection equipment
• Vineyard and Winery project management
• Vineyard and Winery equipment and materials
• Viticulture consultancy

2. DEFINITIONS

2.1       VINESCAPES means VINESCAPES CONSULTING LIMITED, and any subsidiary or affiliated business entity which is controlled by, or is under simple majority control of, VINESCAPES – a Company incorporated in England and Wales, trading as Vinescapes.

2.2       DATA is a set of electronically stored information, formatted as, but not limited to, data tables, graphics, pictures, movies, SMS messages, XML data feeds and other re-producible formats.

2.3       PRODUCT is a defined data output produced by VINESCAPES, in the form of, but not limited to data in electronic form transmitted through internet web sites, FTP sites, WAP, SMS or other related technologies. PRODUCT also includes the supply of goods by VINESCAPES in line with the provided invoice.

2.4       SERVICE is the supply of a PRODUCT to a CLIENT under agreed SERVICE TERMS.

2.5       SERVICE TERMS is the set of terms and conditions agreed between the CUSTOMER and VINESCAPES for the UTILISATION of VINESCAPES SERVICE.

2.6       AGREEMENT is the acceptance by the customer of the SERVICE TERMS, supplemented where appropriate, by more detailed definitions of deliverables, specifications, licenses and other terms. Acceptance of service terms can be received electronically, by email, SMS or in writing. SERVICE TERMS different from the general Terms and conditions require written confirmation by VINESCAPES.

2.7       LICENSE is the definition of the CUSTOMER’S rights to use the SERVICES, PRODUCTS, DATA and trademarks of VINESCAPES.

2.8       CUSTOMER is the legal entity or person responsible for acceptance and adherence to SERVICE TERMS.

2.9       USER is the person or system accessing the SERVICE, on behalf of CUSTOMER and from whom personal data may be collected. For automated services, the USER is defined as the person in charge of the automated access device.

2.10     PERSONAL DATA means information relating to an identified or identifiable natural or legal person, for example, the name, age, e-mail address or mailing address of the individual, or also demographic data (post code, gender, interests, etc.) and other information associated to a natural or legal person.

2.11     WEBSITE refers to any electronic data transmitting device which can be accessed or viewed by USER.

2.12     SERVICE SITE refers to any Website operated by or on behalf of VINESCAPES. A site can be accessible at www.vinescapes.com and other domains, or at data transfer sites indicated to customers by VINESCAPES, or accessible through CUSTOMER networks, through which VINESCAPES DATA is displayed.

2.13     USE is defined as USER accessing a website, data feed or any other information source produced by directly or indirectly using a VINESCAPES SERVICE.

2.14     UTILISATION is the USE of a VINESCAPES SERVICE for a particular purpose (see Section 6.)

2.15     SUBSCRIPTION PERIOD is the time during which a CUSTOMER has agreed to the USE of a VINESCAPES SERVICE and ends with any CHANGES made by VINESCAPES unless otherwise agreed.

2.16     ACCESS LEVELS defines the type of qualification required for a USER to access a VINESCAPES SERVICE.

2.17     VINESCAPES DATA is any DATA generated by VINESCAPES.

2.18     VINESCAPES PRODUCT is any PRODUCT provided by VINESCAPES.

2.19     VINESCAPES SERVICE is any SERVICE provided by VINESCAPES.

2.20     POINT OF RETRIEVAL is the point of transfer of DATA, PRODUCT and SERVICE where responsibility shifts from VINESCAPES to the CUSTOMER. It is usually the SERVICE SITE unless otherwise agreed.

2.21     ACCEPTANCE is the individual confirmation by CUSTOMER of a proposed SERVICE TERMS.

2.22     DELIVERY is the provision of the SERVICE as per AGREEMENT.

2.23     POINT OF CONTACT is an address or equivalent provided to VINESCAPES where information is deemed to be received.

2.24     PARTY is one of the participants to the AGREEMENT, either VINESCAPES or the CUSTOMER.

2.25     DOWNLOAD is the transfer of DATA from a SERVICE SITE, and can be counted. Each transfer of DATA performed from a SERVICE SITE is counted as 1 (one) DOWNLOAD.

2.26     QUOTE can be an online price provided to the customer prior to SERVICE acceptance.

3. SERVICE.

3.1       SPECIFICATION: is the set of definitions which describe the PRODUCTS, DATA and Trademarks provided within a SERVICE, and laid out on a VINESCAPES SERVICE SITE, in a specification document, or another appropriate type of record.

3.2       CATEGORY: a SERVICE is provided in different forms, with defined SERVICE TERMS for each category, with defined specifications, licences and deliverables.

3.3       SUBSCRIPTION is the agreement of the CUSTOMER to use the SERVICE under the SERVICE TERMS.

3.4       SPECIFIC SERVICE TERMS will be stated on the specific SERVICE SITE.

3.5       SUPPORT: each SERVICE has a defined level of assistance provided, according to the SERVICE TERMS, unless unspecified.

3.6       COMPENSATION: a COMMERCIAL SERVICE provided on behalf of specific CUSTOMER is subject to compensation agreed in the SERVICE TERMS as specified under PAYMENT.

3.7       SERVICE USE requires prior AGREEMENT to the SERVICE TERMS by the CUSTOMER.

3.8       CHANGES: VINESCAPES has the right to amend, change or revoke the SERVICE TERMS at any time upon reasonable notice, unless otherwise agreed with CUSTOMER.

4. ACCESS.

4.1       OPEN ACCESS is granted for VINESCAPES SERVICE SITE publicly available to CUSTOMERS without any prior qualification and payment.

4.2       REGISTRATION ACCESS defines VINESCAPES SERVICE SITE publicly available to CUSTOMERS after registering for the use by providing required information, such as PERSONAL DATA, without being subject to payment. Information provided is handled according to our Privacy statement.

4.3       SELECTION ACCESS implies that USERS have to pass through a selection process to gain access to VINESCAPES SERVICE SITE.

4.4       TARIFF ACCESS is granted for VINESCAPES SERVICE SITE available to CUSTOMERS with prior qualification and for a defined COMPENSATION.

4.5       QUALIFIED ACCESS is granted to a WEBSITE made using a VINESCAPES SERVICE and managed by CUSTOMER after an agreed qualification process.

4.6       NETWORK ACCESS is granted only to CUSTOMERS of a specific system of and with access permissions defined by a CUSTOMER. Access is subject to specified terms and conditions, agreed between VINESCAPES & CUSTOMER, and enforced by CUSTOMER.

4.7       A CUSTOMER ACCOUNT is set up for each customer automatically when a VineMAP report is purchased online, this is to allow the customer to download the report at a later date. If you would like your account to be closed please email info@vinescapes.com. Your data will be retained in accordance with our Privacy Policy.

5. LICENSING.

5.1       LICENSE: All SERVICES, PRODUCTS, DATA and Trademarks provided by VINESCAPES and accessed by CUSTOMERS & USERS under a LICENSE.

5.2       LICENSE TERMS are provided on the SERVICE SITE or in a SERVICE TERMS document.

5.3       PROPERTY: all SERVICES, PRODUCTS, DATA and Trademarks provided remain the PROPERTY of VINESCAPES, unless otherwise agreed in written.

5.5       COMMERCIAL LICENSE is a specific set of SERVICE TERMS agreed between CUSTOMER and VINESCAPES. VINESCAPES offers specific contractual terms for business based on their needs. Terms differing from the general terms must be agreed in written.

5.6       VALIDITY: In the absence of specific LICENSE TERMS, the GENERAL LICENSE TERMS of VINESCAPES in the actualized version contained on this TERMS page apply.

5.7       USER CONTRIBUTIONS: For public contributions (e.g. comments, photos. etc.), USERS and CUSTOMERS grant VINESCAPES a lifetime, irrevocable license right to use their copyrights on these contributions, which will terminate only upon the termination of the copyright, unless otherwise agreed in advance in writing with VINESCAPES. However, such contribution does not create an obligation for its use by VINESCAPES.

5.8       Under our licence terms a maximum of 10 copies of any report can be printed.

6. UTILISATION

6.1       PUBLIC UTILISATION: Any use of VINESCAPES SERVICES with no access control by VINESCAPES. These include all VINESCAPES SERVICES with OPEN and REGISTRATION ACCESS.

6.2       NON-COMMERCIAL UTILISATION is any USE of VINESCAPES SERVICES for personal, research, disaster relief or welfare purposes, and without any purpose to generate a direct or indirect income.

6.3       PRIVATE UTILISATION is the USE of VINESCAPES SERVICES for personal purpose only, without any commercial purpose.

6.4       COMMERCIAL UTILISATION is the USE of VINESCAPES SERVICES for the purpose of generating direct or indirect revenues from the services displayed.

6.5       ASSIGNMENT: For VINESCAPES OPEN ACCESS SERVICES provided to the public, USERS automatically become CUSTOMERS of VINESCAPES.

6.6       EVIDENCE: CUSTOMERS of VINESCAPES SERVICES are expected to provide suitable evidence of their qualification for such UTILISATION upon request of VINESCAPES, unless otherwise specified.

7. SUBSCRIPTION PERIOD.

7.1       DURATION is the time from SUBSCRIPTION START to END DATE.

7.2       SUBSCRIPTION START DATE is the date for which SUBSCRIPTION START has been agreed. For PUBLIC, NON-COMMERCIAL or PRIVATE UTILISATION, this starts with first date of USE.

7.3       SUBSCRIPTION END DATE is the date on which the right for USE of SERVICES ends.

7.4       STANDARD DURATION: A SUBSCRIPTION PERIOD starts with first USE and ends with CHANGES made to SERVICE TERMS. A new SUBSCRIPTION PERIOD starts with next USE, unless otherwise agreed.

7.5       TERMINATION: Subject to clause 14 below, either party may terminate this agreement prior to performance, upon giving each to the other not less than 28 days notice in writing. In the case of an agreement between us involving the sale of goods, if it be the case that Vinescapes has, by the time of a customer’s termination notice, committed itself to the purchase of goods for delivery to the customer, and Vinescapes are required to pay for those goods, then you the customer will still be liable to pay for the same notwithstanding that delivery may be beyond the stated termination notice period

7.6       EARLY TERMINATION is possible with immediate effect if a NON-PERFORMING PARTY has failed to perform SERVICE RESTORATION within more than 30 days, unless otherwise agreed in written.

7.7       PERENNIAL CLAUSE: all VINESCAPES RESPONSIBILITIES regarding PRIVACY STATEMENT & CONFIDENTIALITY survive the TERMINATION of this AGREEMENT by at least 5 years.

7.8       COMMERCIAL SUBSCRIPTION PERIOD: Standard period for COMMERCIAL SUBSCRIPTION  is 1 (one) year from SUBSCRIPTION START DATE.

7.9       SUBSCRIPTION PERIOD INTEGRITY: the subscription is provided integrally for the period specified by VINESCAPES and acquired by the CUSTOMER at time of ORDER. It can not be changed subsequently, unless expressly agreed. Refunds of payments made are subject to such specific prior agreements, or consent by VINESCAPES.

8. SUPPORT

8.1       LEVEL: VINESCAPES provides standard SUPPORT LEVEL to all VINESCAPES SERVICES. SUPPORT information is provided on website www.vinescapes.com.

8.2       RESPONSE is the reply to an inquiry received through a POINT OF CONTACT.

8.3       RESPONSE TIME is the time between reception of the inquiry at the POINT OF CONTACT and the RESPONSE.

8.4       COMPLAINT is the notification of one PARTY to the other that the RESPONSIBILITIES of the other PARTY are not being met.

8.5       RESTORATION occurs in response to a COMPLAINT and means putting the RESPONSIBILITIES back according to the SERVICE TERMS.

8.6       RESTORATION PERIOD is the time between COMPLAINT reception and RESTORATION. It is 5 business days for COMMERCIAL SERVICES, unless otherwise agreed under SPECIFIC SERVICE TERMS.

8.7       COMPLAINTS: Full details of our complaints procedure are available on our website www.vinescapes.comor you can ask for a copy by emailing info@vinescapes.com or phoning 0044 7939900203.

9. REFERRALS & LINKS

9.1       REFERRALS means the display of VINESCAPES SERVICES on a CUSTOMER WEBSITE.

9.2       NON-COMMERCIAL REFERRALS: CUSTOMERS can reference any VINESCAPES OPEN & REGISTRATION ACCESS WEBSITE on their own NON-COMMERCIAL WEBSITE, provided that the CUSTOMER (1) displays the VINESCAPES logo on their WEBSITE, (2) sets a direct, functioning link to the VINESCAPES WEBSITE (www.VINESCAPES.com or a suitable sub domain) on their WEBSITE, (3) inform VINESCAPES about the link (see section 9.06.), and (4) thereby accept these terms and conditions.

9.3       COMMERCIAL REFERRALS: VINESCAPES SERVICES can be referenced by a COMMERCIAL WEBSITE only with prior permission from VINESCAPES. Specific TERMS are provided on request.

9.4       GENERAL REFERRALS: VINESCAPES SERVICES other than NON-COMMERCIAL REFERRALS can be referenced by a WEBSITE only with prior permission from VINESCAPES.

9.5       CREDENTIALS: If VINESCAPES SERVICES are referenced on any WEBSITE a clearly visible reference to VINESCAPES has to be displayed close to the VINESCAPES DATA.

9.6       PERMISSION FOR REFERRALS: If VINESCAPES SERVICES are downloaded from a VINESCAPES SERVICE SITE, the CUSTOMER must inform VINESCAPES by message sent to a POINT OF CONTACT, containing information about the SERVICES, frequency of DOWNLOAD, the WEBSITE on which VINESCAPES DATA will be displayed and the type of UTILISATION. VINESCAPES will confirm reception of the message, if the information is sufficient for PERMISSION. The responsibility of confirming message reception lays with the CUSTOMER.

9.7       PROPER USE FOR REFERRALS: VINESCAPES SERVICES may only be displayed on websites with no illegal, racist, discriminatory or X-rated content (offensive to youths).

9.8       SCIENTIFIC USE: USERS of free-of-charge data and services from VINESCAPES for scientific purposes agree to properly quote VINESCAPES as a source according to scientific standards. Minimal reference quotation will be “Data provided by www.VINESCAPES.com”, associated with a technically sound description of the data type and use in the research, research results will be sent to VINESCAPES in appropriate format and data will be deleted after conclusion of the research, unless otherwise agreed in written.

10. CUSTOMER RESPONSIBILITIES.

10.1     GRANT OF RIGHTS: CUSTOMERS of VINESCAPES SERVICES receive rights to use the service, according to the LICENSE TERMS.

10.2     EVIDENCE: CUSTOMERS are expected to provide suitable evidence of their qualification for such UTILISATION upon request of VINESCAPES, unless otherwise specified.

10.3     REPRODUCTION: VINESCAPES DATA, PRODUCTS or SERVICES may not be stored, reproduced, printed or sent to any other person company or body, without prior consent of VINESCAPES, except for NON-COMMERCIAL UTILISATION.

10.4     RE-ENGINEERING: it is expressly not permitted to use VINESCAPES DATA, PRODUCTS or SERVICES to re-engineer, copy or derive service components, unless permitted in writing by VINESCAPES.

10.5     CUSTOMER RIGHTS: CUSTOMERS acquire no rights to any part of the VINESCAPES SERVICES whatsoever, unless expressly granted.

10.6     REPRESENTATION: VINESCAPES CUSTOMERS are responsible for the adherence of their USERS to the LICENSE TERMS, and for the execution of their duties according to SERVICE TERMS.

10.7     CUSTOMERS agree to not use any of the services for any illegal, non-ethical, racist, defamatory or abusive purposes, and will not engage in any such activity on our website.

11. VINESCAPES RESPONSIBILITIES.

11.1     VINESCAPES RESPONSIBILITIES: VINESCAPES is responsible for SERVICE DELIVERY according to SERVICE TERMS until the POINT OF RETRIEVAL as well as the adherence to the PRIVACY STATEMENT and all legal requirements.

11.2     PRIVACY STATEMENT : VINESCAPES treats PERSONAL DATA according to the PRIVACY STATEMENT in the current version on www.vinescapes.com, unless otherwise agreed in written.

11.3     CONFIDENTIALITY: VINESCAPES & CUSTOMERS agree to maintain confidential mutually exchange business data, which is not expressly foreseen for publication.

11.4     VINESCAPES LIMTATION OF RIGHTS: VINESCAPES acquires no rights to any part of the CUSTOMER & USER information whatsoever, unless expressly granted to VINESCAPES by CUSTOMER.

11.5     WARRANTIES: VINESCAPES provides the VINESCAPES DATA, PRODUCTS or SERVICES “as-is”, with no warranties, express or implied. Specific arrangements require separate SERVICE TERMS and AGREEMENT.

11.6     DELAY: if  PAYMENT is delayed beyond  INVOICE DUE DATE, VINESCAPES has the right to stop SERVICE DELIVERY forthwith.

12. LIABILITY.

12.1     VINESCAPES aims to provide a high quality service and to make sure that the matters we handle for you are dealt with as smoothly as possible. VINESCAPES utilises scientific and legal best practice to generate information and services. However, VINESCAPES assumes no liability for the accuracy and/or completeness of the information provided.

12.2     Our service, whether given in writing or verbally, only applies to the particular matter it relates to and you may not rely upon it in any other matter. You must not pass on the advice or information we supply to you to another person or body without first getting our permission in writing. If Vinescapes gives permission, it will be on the basis that no one other than you may rely on the said advice or information. Nothing in this agreement will entitle any third party to rely on or enforce any term of this agreement whether under the Contract (Rights of Third Parties) Act 1999 or otherwise.

VINESCAPES products provide information in relation to the general suitability of viticulture. However, they should not be used & relied upon to solely determine suitability for the customer’s use and expert opinions should be sought. Whilst every care is taken to ensure that historical meteorological and other information is correct at the time of supply, such information is not necessarily a guide to future climactic conditions. VINESCAPES assumes no liability for the suitability for viticulture from the information provided.

12.3     VINESCAPES takes no responsibility for claims resulting from the provision of the services, other than for acts of gross negligence.

12.4     NOTICE: To make a warranty claim, you must make written notice to VINESCAPES within less than 30 days of occurrence and prove the substantially defect in detail.

12.5     ADHERENCE TO STANDARDS AND NORMS: Considering the complexity of the information offered by VINESCAPES, it is the responsibility of our USERS or CUSTOMERS to bring to the attention of VINESCAPES any errors of the information provided, which violate laws, norms, agreement or ethical standards, and to support the search for reasonable solutions to remove such errors. If USERS or CUSTOMERS fail to make reasonable efforts to bring corrections, USERS or CUSTOMERS must accept such errors or otherwise refrain from using VINESCAPES services.

12.6     To keep our services at high standard, we ask our customers and users to inform us of any case of non-compliance with local legal, scientific, ethical or technical standards. We appreciate your support!

13. PAYMENT.

13.1     PAYMENT: Payment will be required to access a VINESCAPES SERVICE provided to CUSTOMER as COMMERCIAL SERVICE.

13.2     QUOTE: is proposed to CUSTOMER, online, prior to SERVICE AGREEMENT and contains PRICE, AMOUNT, CURRENCY, time of validity, TAX RATES and other relevant information for the respective VINESCAPES SERVICE.

13.3     ORDER: is the confirmation by the CUSTOMER to the SERVICE TERMS of the QUOTE, within time of validity stated in the QUOTE. The order can be made on the VINESCAPES CONSULTING website via the ORDER/CONFIRMATION button.

13.4     INVOICE: is sent to CUSTOMER according to QUOTE and ORDER and contains the PRICE, AMOUNT, CURRENCY, DUE DATE OR PAID, TAX RATES and payment and /or deposit details for the VINESCAPES SERVICE.

13.5     INVOICE ACCEPTANCE: is reached when CUSTOMER does not raise objections in writing within INVOICE DUE DATE based on non- DELIVERY of SERVICES.

13.6     ONLINE PAYMENT: constitutes an ORDER AND INVOICE acceptance.

13.7     PRICE: Payment amount due for a VINESCAPES SERVICE and tax at the appropriate rate for the DATA and/or SUBSCRIPTION PERIOD and agreed through ORDER.

13.8     AMOUNT: amount of PAYMENT due for VINESCAPES SERVICE and tax.

13.9     CURRENCY: currency in which the QUOTE is valid and PAYMENT is to be made.

13.10    DUE DATE: date on which PAYMENT is to be received in the bank account specified by VINESCAPES. Payment is to be made online within 7 days of invoice or prior to delivery of the service if sooner. However, if otherwise agreed in writing, outside of the online payment system, payment is to be made upon the agreed date, or if later, the payment date shown on the invoice.

13.11    TAX RATES: are applicable rates for the specific VINESCAPES SERVICE in the respective country.

13.12    DELAY: if PAYMENT is delayed beyond INVOICE DUE DATE.

13.13    REMINDER: in case of PAYMENT DELAY, VINESCAPES will send 2 REMINDERS to CUSTOMER within 42 days. If reminders have to be sent because of non payment there will be an agreed extra charge equal to 1% of the gross invoice value subject to a minimum £50 per REMINDER. VINESCAPES reserves the right to seek Late Payment of Commercial Debt compensation according to law.

13.14    CLAIMS: if PAYMENT is delayed after 2 REMINDERS to CUSTOMER, VINESCAPES has the right to initiate legal steps for PAYMENT recovery. The customer agrees to pay VINESCAPESS costs of recovery on the indemnity basis should legal and or investigatory costs be incurred by VINESCAPESS in its absolute discretion.

13.15    RECEIPT is issued on demand for specific services.

13.16    We may ask you to pay money on account of our fees and expenses incurred on your behalf (particularly in relation to the provision by others whether directly to you, or as part of Vinescapess SERVICE). If this is the case, we will use these payments on account to reduce any unpaid bills you have. But it is important you understand that the total fees and expenses incurred on your behalf in the provision of the agreed SERVICE may be more than the payments made on account, but will not exceed any agreed fee.

13.17    Unless we agree otherwise in writing, you must pay all invoices when you receive them. Vinescapes bank account information identifying the account into which payment is to be made will appear on the face of Vinescapes invoices.

Our policy is not to accept cash from customers. if you pay cash into our account, we may charge you for any checks that are needed by CW and or the receiving bank or other body to find out where the money has come from. In certain circumstances, we may not be able to return the cash to you if for example it is retained by the receiving bank, or is otherwise beyond our lawful control.

13.18    LATE PAYMENT AND INTEREST:  We may charge interest on overdue invoices at 3% above HSBC base rate, and if so we will charge interest from the date the payment became due.

            We may take the amount of any overdue invoice from any money we hold to your credit. We may also exercise a lien over any property or papers in our possession of yours until all fees expenses and any other due sums have been paid

14. CANCELLATION

14.1     Vinescapes believes that it will frequently be the case that its agreement, with you the customer, will involve the sale of information and or goods to be provided there and then or within a matter of a few days. In such a case, where delivery has been completed or virtually completed, you agree there will be no right to cancel.

In other cases:

14.2     You have the right to withdraw from a VINESCAPES service within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day agreement is made. To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, statement made over the phone, fax or e-mail).

14.3     If you cancel the service you must return any downloaded information to VINESCAPES, via electronic means e.g. email and all copies must be permanently destroyed.

14.4     If it is deemed by VINESCAPES that the CUSTOMER has used the goods and therefore diminished the value of the goods by handling them beyond what is necessary to establish their nature, characteristics and function a refund will not be provided.

If you the CUSTOMER are a consumer the following paragraphs apply:

• The cancellation period will expire will expire 14 days from the date of our agreement. However, if you the customer have requested performance of the agreement by Vinescapes prior to the expiration of 14 days due to urgent circumstances or other overarching reason and Vinescapes have wholly or partly performed the agreement you will, to this extent have lost your right to cancel and clauses 14.3 and 14.4 above shall apply to any goods or information not paid for.

• To exercise the right to cancel, you must inform us, Vinescapes Consulting Limited, 1 The Grange, Frensham Road, Farnham, Surrey, GU10 3DS (telephone 0044 7939900203; email info@vinescapes.com) of your decision to cancel this contract by a clear statement e.g. a letter sent by post or email. You may use the attached model cancellation form, but it is not obligatory.

• To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation

• If you cancel this contract, we will reimburse to you all payments received from you. We may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of the unnecessary handling by you.

• We will make the reimbursement without undue delay and not later than:

• 14 days after the day we receive back from you any goods supplied,
• Or (if earlier) 14 days after the day you provide evidence that you have returned the goods,
• Or if there were no goods supplied, 14 days after the day on which we are informed about your decision to cancel this contract.

• We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

Model cancellation form:

To: Vinescapes Consulting Limited, trading as Vinescapes. 1 The Grange, Frensham Road, Farnham, Surrey, GU10 3DS. Email: Info@vinescapes.com; Tel: 00447939900203

We hereby give notice that we cancel our contract for the supply of the following service.

Ordered on: DD/MM/YYYY

Name of consumer(s)

Address of consumer(s)

Signature of consumer(s) (only if this form is by letter)

Date

(*) delete as appropriate

15. INFORMATION EXCHANGE.

15.1     BASE CONTACT: First point of contact for any electronic information is “info@ vinescapes.com unless otherwise specified.

15.2     OFFICE ADDRESS: First point of contact for posted information is the address displayed on www.vinescapes.com in the section CONTACT. Customers should note that the registered office of Vinescapes may be different to the trading address shown on Vinescapes’s invoices and letter heading.

15.3     INFORMATION EXCHANGE: for inquiries relating to a specific VINESCAPES SERVICE, information must be sent to the specified INFORMATION EXCHANGE.

15.4     INFORMATION RECEIPT: information will be deemed received when it reaches the agreed INFORMATION EXCHANGE.

15.5     RESPONSE : VINESCAPES will answer to the inquiry according to SERVICE TERMS agreed with CUSTOMER.

15.6     CUSTOMER CONTACT: For special support levels VINESCAPES will provide CUSTOMER with a special personal contact for INFORMATION EXCHANGE.

15.7     WRITTEN INFORMATION: Any paper, email, SMS or equivalent is deemed as written confirmation if received at POINT OF CONTACT and properly acknowledged by recipient PARTY.

16. REMEDIES.

16.1     NON-PERFORMANCE: If either PARTY does not fulfil their RESPONSIBILITIES under the SERVICE TERMS AGREEMENT.

16.2     NON-PERFORMING PARTY: the PARTY which does not fulfil their RESPONSIBILITIES under the SERVICE TERMS AGREEMENT.

16.3     AFFECTED PARTY: The PARTY that did not receive the SERVICES of the NON-PERFORMING in agreement with the TERMS and CONDITIONS OF SERVICE.

16.4     CLAIM: in case of NON-PERFORMANCE by a PARTY, the AFFECTED PARTY will inform the NON-PERFORMING PARTY with a description of the NON-PERFORMANCE, and the NON-PERFORMING PARTY will respond in agreement with the TERMS and CONDITIONS OF SERVICE to guarantee RESTORATION.

16.5     CESSATION. If the NON-PERFORMING PARTY does not achieve RESTORATION in agreement with the TERMS and CONDITIONS, the AFFECTED PARTY has the right to terminate the subscription.

16.6     PAYMENT WITH CESSATION. in case of CESSATION, the payment will be made until the last date in which the SERVICE DELIVERY was in agreement with the TERMS and CONDITIONS OF SERVICE.

17. DATA PROTECTION.

17.1     We strictly follow our privacy policy when processing any personal information we receive from you in the course of our business. Our privacy policy is our website.

17.2      We will use all reasonable endeavours to keep your personal information secure. We may at Vinescapess discretion, keep your personal information whether in hard copy or electronic information, on our systems electronically, either within our own premises, or in external storage facilities. However, you recognise that information stored on your behalf, whether or not in electronic format, is not absolutely secure and in rare circumstances, may be subject to losses whether by corruption, physical or electronic theft or hacking or other abuse. Vinescapes will not be liable to the customer for any direct or indirect loss or damage to personal information caused or contributed to by third parties, or for the accidental loss of data caused by Vinescapes, otherwise than by gross negligence

18. ENTIRE AGREEMENT.

18.1     If any part of these terms and conditions become invalid, be it by changes in legislation or other means, all other terms remains in force.

18.2     If any of these terms and conditions is in conflict with local legislation, the closest interpretation of the term in question is valid.

19. GOVERNING LAW.

19.1     These terms and conditions are governed by the laws of England & Wales.

19.2     COSTUMER SUBMITS TO THE JURISDICTION OF THE ENGLISH & WELSH COURTS. THESE SHALL BE THE EXLUSIVE FORUM FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. HOWEVER, VINESCAPES SHALL ALSO BE ENTITLED TO BRING SUIT AGAINST COSTUMER AT CUSTOMERS DOMICILE.

19.3     If disagreement over agreement items cannot be solved by negotiation, VINESCAPES and the CUSTOMER AGREE that such conflict will in first instance be referred to mediation according to English Law to be conducted in English.

19.4     These Terms and Conditions were last revised on the date shown below.  Changes remain highlighted in bold text for at least 30 days after this change.

20. Vine Sales
    • Where vines are sold without a Vinescapes contract to install the vineyard. Vines are sold as seen and are non-refundable. No responsibility is taken by Vinescapes for vine success as this is determined by soil preparation and the selection of the correct rootstock, clone and variety for the site. Vinescapes therefore have no responsibility for the vines once delivered. Vines are issued with a UK vine passport.
    • Where vines are sold with a Vinescapes contract to install the vineyard. Vine losses of up to 2% can be expected, following planting, and Vinescapes are not responsible for these replacements, as vines are live plants and this is an expected maximum loss. Small vine nurseries are often included at the time of planting (where vines are available) to provide for future replacements. Vine issues experienced within 12 months following planting affecting >2% of vines will be fully investigated by Vinescapes and as necessary the vine nursery. Any issues with vine failure and/or disease will be investigated thoroughly. Losses of over 2% are uncommon, provided that vines are planted and cared for correctly. If customers experience losses greater than this, the supplier must be notified as soon as possible and allowed to inspect the vines. In the event that the failures can be attributed to a fault in the vines supplied, then free replacements will be offered. In any event, the supplier’s liability will be limited to the replacement cost of the vines.
    • Vines are provided with UK vine passports to guarantee vines are of the variety, variety clone and rootstock and rootstock clone stated. Plant passports should be retained by the buyer.

21. Sika Trellis Posts
    • Vinescapes Ltd are the UK Distributors for Sika trellis posts
    • The duration of the warranty is 30 years from the delivery date of the posts.
    • The posts shall be compliant with the description provided in the order confirmation.
    • Any non-compliance, defect or fault must be reported in writing and supported by appropriate technical and/or photographic documentation within the 30-year warranty period.
    • In the event of a valid complaint, Vinescapes and SIKA shall examine the poles in question and shall evaluate whether the issue falls under the coverage provided by the warranty.
    • Following examination of the product, if the complaint is deemed valid, Vinescapes and SIKA shall replace the poles within an appropriate timeframe, which shall be determined by SIKA in relation to the scale of the provision and the properties of the poles to be replaced, with an identical or comparable product on the basis of an agreement with the customer, in accordance with the applicable legislation.
    • In any case, the warranty shall provide coverage up to the value of the non-compliant provision; Vinescapes nor SIKA shall not cover the costs of replacement, including, for illustrative purposes only, labour and other costs associated with the installation of the poles.
    • The warranty shall not apply to those poles in relation to which the non-compliance is of minimal consequence or that have been stored in an inappropriate way, incorrectly installed or used, or damaged by machinery.
    • Equally, the warranty shall not cover normal wear-and-tear, or damage caused by collisions or accidents, or extraordinary events such as earthquakes, floods or hurricanes.
    • The warranty shall not apply if the poles have been installed in unsuitable terrain (for example, soil with a pH lower than 5,6), or installed without following the instructions provided by SIKA.
    • The warranty is applicable to the original client that purchases the poles, and is non-transferrable. It is valid exclusively for the first 30-year use.
    • In any case, Vinescapes nor SIKA accepts no liability for direct, indirect, accidental or consequential damage, or for any loss, cost or expense that may derive from the use of the poles.

22. SOILSCAPES LICENCING TERMS AND CONDITIONS FOR DATA PROVIDED

Standard Terms and Conditions of Licence so far as they relate to the SOIL Data provided.

1. Definition:

“Database” means a collection of data arranged in a systematic or methodical way as identified in the Schedule appended hereto.

“Intellectual Property Rights “ means all patents, rights to inventions utility models, copyright and related rights, trademarks, service marks trade, business and domain names , rights in goodwill or to sue for passing off, rights in design, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including knowhow and trade secrets) and other intellectual property rights in each case whether registered or unregistered and including all applications for renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world.

“Large Multi User” means more than 5 employees or contractors of the Licensee authorised as users.

“Licence” means this agreement which is a licence of rights such as copyright and database rights and includes the Schedule. “Licensor” means Cranfield Innovative Manufacturing Ltd of Wharley End, of Cranfield, Bedfordshire, MK43 0AL.

“ Licensee” means the legal person or a body of persons corporate or incorporated exercising the rights under the terms of this Licence as specified in the Schedule to this Licence .

“Manipulate(d)” means to combine or aggregate data content of the Database (wholly or in part) with other data and information or to adapt the data content of the Database (wholly or in part).

“Manipulated Data” means any data content of the Database which has been Manipulated.

“Permitted Purpose” means the internal administration and operation of the Licensee’s business .

“Schedule ” means the Schedule appended hereto “Single User” means one employee of the Licensee authorised as user .

“Small Multi User” means 2-5 employees of the Licensee authorised as users “Special Conditions” mean those terms which may be specified in the Schedule appended to this Licence

“System” means any information technology system owned or operated by the Licensee.

“Term” means a period for which this Licence is valid as specified in the Schedule appended to this Licence.

2. Licence

2.1 In consideration of the fee payment by the Licensee for the Database in the amount and frequencies indicated in the Schedule appended hereto including any Special Conditions specified therein, Licensor hereby grants to Licensee a non exclusive non- transferable revocable licence for the Permitted Purpose for the Term to: a) Access, view and store the Database; b) Manipulate the data content of the Database; c) Distribute the Database and any Manipulated Data on the Licensee’s System. 2.2. Except where authorised specifically under the terms of this Licence Licensee shall not and shall not have the right to sell, assign, transfer, rent, lease, sublicense, lend, give or make available to others or otherwise transfer or dispose of the Database or the Manipulated Data or make the Database available in any manner for use by any subsidiary of Licensee or by any other person, or firm, or customer or use for any purpose not expressly permitted by this Licence 2.3. The Licensee shall not use the Database, the data content or the Manipulated Data for any purpose contrary to any law regulation or any regulatory code, guidance or request. 2.4 Except where authorised specifically under the terms of this Licence the Licensee shall not copy, decompile, reverse engineer or create derivative works from the Database. 2.5 The Licensee shall not do anything which may damage the reputation of the Licensor.

3. Proprietary Rights and Confidentiality

3.1 The Intellectual Property Rights in the Database and the data content therein is the property of the Licensor (or its licensors as the case may be) and Licensor reserves all rights of ownership and copyright and all other Intellectual Property Rights in any version of the Database or Manipulated Data in any format or any medium. 3.2 Licensee agrees to assign to the Licensor with full title guarantee all Intellectual Property Rights in any Manipulated Data it may create by way of future assignment. 3.3 Licensee agrees that, during the Term of this Licence and thereafter, the Database including any versions modified by Licensor or Licensee for use by Licensee (including any Manipulated Data) and all other material, information and documentation made available to it by Licensor under this Licence which is not already in the public domain or already lawfully in Licensee’s possession are and shall remain the exclusive property of Licensor (or its licensors as the case may) and are proprietary, and Licensee further agrees during the Term of this Licence and thereafter to maintain in confidence and not to disclose to any person, firm or company. and to use its best efforts to prevent and protect the Database and all parts thereof and all such other material, know-how information and documentation from disclosure by its agents or employees to any person, firm or company.. 3.4 . The Licensee agrees to maintain records of the number and location of all copies of the Database, made by them and all copies shall bear or include the words ‘© This is copyright material and may not be copied in whole or in part without the express written permission of Licensor for and on behalf of the Controller of HMSO.’ 3.5 Should the Licensee produce any Manipulated Data from any whole or part use of the Database, the documentation must bear the words ‘Soils Data © Cranfield University and for the Controller of HMSO [Year]’.

4. Term

4.1 The duration of this Licence shall be for the Term unless sooner terminated in accordance with the provisions of this Licence

5. Termination

5.1 In the event that Licensee makes any use of the Database outside the rights granted hereunder or breaches any of the other terms contained herein, Licensor shall give written notice to Licensee and if such default has not been remedied within thirty (30) days after such notice, Licensor may thereafter terminate this Licence forthwith. 5.2 Licensor shall have the right to terminate this Licence forthwith without notice if Licensee becomes insolvent, compounds with its creditors, files a petition in bankruptcy, enters into liquidation, has a receiver appointed or has any distress or execution levied against it. 5.3 Upon expiration or termination of this Licence, the Database and any Manipulated Data shall promptly be deleted from any files of Licensee and the copies taken for back-up purposes promptly be destroyed, Licensee shall make no further use of the Database or Manipulated Data or any supporting documentation or information delivered to the Licensee. Licensee agrees to provide to Licensor written confirmation of the deletion and destruction of all copies. 5.4 If required by any law, regulation or government or regulatory body to retain any documents that it would otherwise be required to return or destroy under this Licence, the Licensee shall notify the Licensor in writing of that retention giving details of documents or materials that is required to retain.

6. Responsibility and Liability

6.1 Except where exercising its rights herein the Licensee shall not make nor permit to be made any publication involving use and development of the Database without the prior written consent of the Licensor. 6.2 Licensee agrees and acknowledges that it retains full control over the use of the Database and any Manipulated Data, and, accordingly, that Licensee shall be solely responsible for any designs, systems, products or any use made thereof. 6.3 Subject to Clause 6.5 Licensor shall not in any circumstances be liable whether in contract, tort (including negligence and breach of statutory duty howsoever arising) misrepresentation (whether innocent or negligent) or otherwise expressly excludes liability for: a) any loss (whether direct or indirect) of profits, business, business opportunities revenue, turnover loss of contracts, reputation or goodwill; b) any loss or corruption (whether direct or indirect) of data or information; c) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or d) any loss or liability (whether direct or indirect) under or in relation to any other contract. 6.4 Licensor accepts no liability for any design, system or use of any product resulting from the use of the Database. 6.5 Notwithstanding any provisions or terms contained in this Licence, nothing herein shall be deemed to restrict or exclude any liability of the Licensor: a) for death or personal injury caused by negligence; b) for fraud or fraudulent misrepresentation; c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. d) Any matter in respect of which it would be unlawful to exclude. 6.6 Subject to clause 6.5, the Licensor’s total liability whether in contract, tort (including negligence and breach of statutory duty howsoever arising) misrepresentation (whether innocent or negligent) or otherwise, arising in connection with this Licence shall be limited to £100,000 or 4 times the value of fees paid by the Licensee to the Licensor whichever is the higher. 6.7 Licensee shall protect, indemnify, save harmless and defend Licensor from and against any and all liabilities, claims, demands, loss, costs, damages or expenses including legal fees, arising from any claim asserted against the Licensor that is in any way associated with Licensee’s use of the Database and any Manipulated Data. 6.8 The Licensee shall be responsible for all acts or omissions of its contractors to whom it authorises access to the Database and Manipulated Data as though such acts or omissions were made by the Licensee and accordingly shall indemnify the Licensor in respect of all costs damages and expenses incurred by the Licensor as a result of the acts or omissions of such contractors. 6.9 Licensor gives no further warranty or representation as to the fitness of the Database or any part thereof nor as to its performance. Except as expressly stated in this Licence all warranties conditions, terms and representations whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

7. Warranty of Right to Licence

(a) Licensor hereby warrants that it has the right to license the Database to Licensee. To the best of the Licensor’s knowledge and belief the use of the Database and any other information provided to the Licensee does not infringe any third party copyright or any other intellectual property. Licensor agreed to defend the Licensee harmless from and against any claims that the provision of, receipt or use of the Database, the data content therein and any other materials provided to the Licensee by the Licensor infringes any UK Intellectual Property Rights of a third party (“IPR Claim”) and subject to clauses 6.3 and 6.6 shall be responsible for any losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Licensee as a result of or in connection with any such IPR Claim PROVIDED THAT in the event any such claim or right is asserted against Licensee, Licensee shall make no admissions without Licensor’s prior written consent, shall give Licensor written notice of such fact within ten (10) working days and shall at the Licensor’s expense co-operate and assist to a reasonable extent with the Licensor’s defence of the IPR Claim. Licensor shall then have the option, at its discretion, of taking over the defence of any such claim.  (b) Clause 7(a) shall not apply where the IPR Claim in question is attributable to the possession, use, development, modification of the Database (wholly or in part) other than in accordance with this Licence or where the IPR Claim is attributable to the use of any Manipulated Data. (c) If at any time the Licensor becomes aware that the Database and/or such other information provided hereunder or the use thereof infringes or is likely to infringe any third party right, Licensor shall at its discretion and expense modify, replace or withdraw all or part of the Database and/or such other information so as to avoid the infringement and Licensee shall forthwith correspondingly amend or withdraw any authorisation to others to use the Database and/or such other information or any part thereof.

8. Notice

Any notice or other communication given hereunder shall be in writing and mailed, to such other addressee as either party shall have previously designated by notice in writing as specified in the Schedule appended hereto Such notice or communication shall be deemed delivered a) if delivered by hand, on signature of a delivery receipt; b) if sent by pre-paid first class post or other next working day delivery service at 9.00 a.m. on the second business day after posting or at the time recorded by the delivery service.

9. Entire Agreement

This Licence represents the entire agreement between Licensor and Licensee and shall supersede all prior oral or written representations, agreements, statements and understandings with respect to the subject matter hereof.

10. Uncontrollable Circumstances

Licensor shall not be responsible for any failure on its part to fulfil any obligations to Licensee caused by events or circumstances or causes beyond the Licensor’s reasonable control.

11. Modifications of Licence

The terms and conditions of this Licence shall not be modified except in writing, signed by the parties, each by its duly authorised representatives.

12. Non – Assignment

This Licence is personal to the Licensee and the Licensee shall not assign this or any interest therein without the prior written consent of Licensor

13. Non – Waiver

Failure to terminate this Licence following a breach or other failure to comply shall not be deemed to be a waiver of a Party’s defences rights or causes of action arising from such or any future breach or non-compliance. Nor shall failure on the part of either Party at the time or from time to time to enforce or to require the strict adherence and performance of any of the terms and conditions affect or impair its right to enforce such terms or conditions in any way.

14. Headings and Severability

The clause headings are for convenience only and shall not affect their interpretation. If any part of this Licence shall be held to be unenforceable to any extent, the remainder of the Licence shall nevertheless remain in full force and effect.

15. Survival

The provision of the following clauses shall remain binding upon Licensee after the expiry or termination of this Licence :3.13.3, 6, 8, 13, 16

16. Governing Law

This Licence shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the courts of England.