Terms and Conditions

1 Interpretation

1.1 In these Conditions:

“Additional Products” means any additional products, services or features that are ancillary or related to the Micron Kit or Services including, without limitation, test slides.

“App” or “Micron Application” means the mobile application through which Services are provided.

“Conditions” means the terms and conditions as set out herein.

“Distributor” means any person or entity engaged by Micron to distribute the Micron Kit or other products and services.

“Intellectual Property” means all intellectual and industrial property rights including, without limitation, inventions, know-how, patents, utility models, proprietary information, confidential information, rights in technologies, brand names, logos, rights in designs, copyright, database rights and rights in computer software, domain names, business names, trademarks, service marks and any other intellectual property rights whether registered or unregistered and existing now or in the future.

“Micron Kit” means a testing kit used to prepare an ovine, equine or bovine fecal Sample for analysis.

“Reseller” means an entity that has been appointed to resell the Test Subscriptions, Test Credits or other products and services produced by Micron.

“Sample” means an ovine, equine or bovine fecal sample.

“Services” means the products and services provided by Micron including analyzing image Samples, testing, the provision of test results, recording of historic test results and any other services or Additional Products that Micron may provide from time to time.

“Subscriber” means a person or entity that has purchased a Micron Kit from Micron or uses the Services. A Subscriber may also be referred to as “You” in these Conditions.

“Test” means the tests which are performed by Micron on a Sample prepared using a Micron Kit.

“Test Credit” means a digital credit that gives a Subscriber access to a single Test.

“Test Subscription” means a subscription that gives access to a number of Tests.

“Website” means the website, www.micronagritech.com.

2. Introduction

2.1 Micron provides Services which give access to real-time testing and diagnostic services to detect the presence of parasites in animals. The Micron Kit is used to collect and prepare a Sample, that is photographed using a mobile device, which is submitted to the Micron Application to receive the Services.

3. Contracting Party

3.1 The Micron Kit and Services can be purchased directly from Micron or may be available from Distributors and/or Resellers. Where you purchase from a Distributor or Reseller, Your contract in respect of such is with the relevant Distributor and/or Reseller (and not with Micron), however, these Conditions will apply to your use of the App and Services unless otherwise noted below. Where You purchase from Micron, Your contract for such is with Micron.

3.2 These Conditions are the only terms in respect of which Micron does business with You and it does not create any third party beneficiary rights. Micron hereby excludes any terms or conditions that You may purport to apply whether on an invoice, purchase order or other document.

4. Changes to these Conditions

4.1 Please note that we may, at our discretion, modify these Conditions and the updated Conditions may be displayed on our Website and/or App. Your continued use of our products and services constitute your acceptance of any such modified terms and conditions.

5. Information about us

5.1 Micron Agritech Limited (company no: 646959) is a private limited company, registered in Ireland and having its registered address at GW117 Greenway Hub, TU Dublin, Grangegorman, Dublin 7, D07H6K8 (“Micron Agritech”, “Micron”, “we”, “us” and “our”). If you wish to contact us, please email: support@micronagritech.com

6. Accounts

6. 1 In order to access Services, Subscribers may be required to register for an account with Micron. By applying to register for an account, the Subscriber represents and warrants that all information it provides is accurate, complete and that it is responsible for all actions that occur on its account (e.g. in-App purchases of Test Subscriptions). Micron reserves the right, in its sole discretion, to refuse registration of an account for any reason.

7. Direct Sales

This Section applies where you purchase directly from Micron.

Direct Orders

7.1 Any order for a Micron Kit, any Additional Products or other products and services placed with Micron, whether through the Website, App or other channel, is an offer by You to purchase it for the price displayed to You at that time.

7.2 When You place an order online, Micron will send You an email confirming receipt of Your order and setting out details of the order (the “Order Acknowledgment Email”). The Order Acknowledgment Email is an acknowledgment that Micron has received Your order but it does not constitute acceptance of Your offer to purchase the Micron Kit, the Additional Products or other products or services.

7.3 Micron only accepts Your offer, howsoever it is placed, and enters into a binding contract with You once it has dispatched / provided the Micron Kit, Additional Products or given you the products or services ordered (as relevant).

7.4 If You would like to make changes to an order (address, quantity), please contact support@micronagritech.com and Micron will do its best to assist you. Changes to Your order can be made within three (3) business days of placing an order.

7.5 Micron Kits and Additional Products are generally in stock and ready to be sent or otherwise provided to you. However, Micron reserves the right to reject an order, without liability, including for the following reasons:

(a) the Micron Kits, Additional Products or other products ordered are out of stock;

(b) Your billing information is not correct or not verifiable;

(d) Micron is unable to deliver to the address provided by you or supply them at the co-op or other place agreed;

(e) there is an error in the price or product description displayed;

(f) Your order is flagged up by our security protocols as an unusual order or an order susceptible to fraud;

(g) due to circumstances beyond our reasonable control; or

(h) Micron Agritech believes that to do so is otherwise necessary.

Payments

7.6 The price of a Micron Kit, Additional Products and/or other products and services includes Value Added Tax (VAT). Prices may change from time to time but changes will not affect any order which Micron has accepted.

7.7 Where the Micron Kit or other Additional Products are to be delivered, the price of such does not include delivery charges, which will be advised to you during the checkout process or otherwise at point of sale and added to the total amount due.

7.8 Payment is to be made in euro and at the time of placing an order. Payment shall not be deemed to be made until Micron receives the full amount payable for your order. Micron accepts the following payment methods listed below and all payments are subject to validation and authorisation by the issuer:

(a) MasterCard;

(b) Visa;

7.9 It is always possible that, despite our best efforts, the prices displayed or notified to you are incorrect. If Micron discovers an error in the price displayed for which an Order Acknowledgment Email or other confirmation has issued, we will contact you with the option to continue with your order at the correct price or to cancel your order. If we do not receive your instructions, we will cancel the order. If Micron Agritech mistakenly accepts and processes your order where a pricing error is obvious and could reasonably have been recognised by you as incorrect, Micron Agritech will cancel your order and refund any sums paid.

Delivery

7.10 Please note that any delivery dates given to you are estimates. While we use our best efforts to meet all delivery dates, there are at times delays (e.g. carrier delays, logistics, bad weather etc.) and so Micron cannot guarantee any delivery dates indicated to you and will not be liable for any loss or damage arising from failing to meet any indicated delivery dates.

7.11 Title and risk of loss in the Micron Kit, Additional Products or other products sold to you by Micron will pass to You once such been dispatched or otherwise made available to You.

Returns

7. 12 If the Micron Kit, Additional Products or any other products received from Micron are damaged, faulty, malfunctioning or otherwise becomes such within 30 days of You receiving it other than through Your acts, omissions or misuse, please notify us at support@micronagritech.com and provide us with full details of the issue. You shall promptly return the affected product to us and we shall replace or repair any such product free of charge.

8. Use of the Micron Application and Services

This Section applies where You use the Services and App (regardless of whether you purchased products from Micron directly or through a Distributor or Reseller)

8.1 In relation to Your use of the Services and the App, You represent and warrant that:

(a) unless otherwise agreed with Micron, You are a vet (or otherwise receiving the Services under the supervision of a vet);

(b) You are dealing with Micron in a business capacity and thus do not act as a consumer for the purposes of these Conditions;

(c) if You are a vet, You are using the Services solely for your own veterinary practice or that in respect of which You are an employee (unless otherwise agreed with Micron) and that You will not use the Services for any other purpose or for the purposes of providing our Services to others;

(d) You shall follow any instructions and user guides given to You in connection with Your use of the Micron Kit and preparing Samples;

(e) not provide false Samples or other false data in connection with the Services;

(f) You shall only collect and prepare Samples using the Micron Kit and strictly in accordance with the instructions provided by Micron;

(g) You shall use the Services for lawful purposes only and consistent with any regulatory or guidance from professional bodies that applies to You;

(h) You understand that Micron is not responsible for collection and preparation of the Samples and that the quality of the Sample may impact on or affect the Test results received. You understand that if an adequate Sample is not prepared (whether because too much or too little matter is provided, the Sample is old, intra-Sample variations, the Sample is not photographed in accordance with the instructions given or for other reasons), Micron may not be able to provide you with a reliable Test result or any Test result; and

(I) the information you have provided to Micron is accurate, complete and up-to-date to the best of your knowledge.

8.2 In connection with the Services, the Subscriber acknowledges and confirms that:

(a) the Tests do not constitute a definitive diagnosis. In some cases, parasites may be undetectable or there may be incidences of false negatives, false positives, intra-Sample variations or the Test may not produce a result for various reasons including the quality of the Sample, incubation period or the Sample is too old and thus repeat testing may be required. Therefore, Micron accept no liability for any test results, recommendations or advice provided as part of the Services or the need for repeat testing. Results given are intended as a guide to aid with case management and should be interpreted in context of clinical signs or on an individual case basis. Treatment decisions are the direct responsibility of the veterinary surgeon in charge of the case;

(b) Micron Agritech shall have no obligation or role in ensuring the suitability or otherwise of the Tests performed and that this is the responsibility of the vet;

(c) the quality of test results provided as part of the Services depends upon the Samples and Micron Agritech has no role whatsoever in the collection, preparation or imaging of Samples. It is the responsibility of the vet (or anyone else collecting a Sample, where this has been authorised by Micron) to ensure that the Samples are fit for purpose, complete and meet testing criteria;

(d) any test results, recommendations or advice provided as part of the Services are not to be relied upon in isolation and should be interpreted in context by a veterinary practitioner. Micron accepts no liability for any actions taken (e.g. medications prescribed) or not taken following receipt of the Services;

(e) receipt of the Services should be only supplemental to any care, advice or other services received from veterinary practitioners and is not intended to replace such; and

(f) Micron is not responsible for any interpretation or conclusions drawn from the test results, recommendations or advice and for any action taken or not taken.

8.3 While Micron Agritech uses its best efforts to deliver the Services within a reasonable period of being requested, delays (e.g. technology failures or delays with diagnostic services) may arise from time to time and therefore Micron Agritech cannot guarantee the timeliness of results or other Services and will not be liable for any loss or damage arising from any failure to meet timelines indicated.

8.4 While Micron may carry out quality checks from time to time in respect of the Services, whether through manual or other means, this does not guarantee the accuracy of the Test results.

9. End User Licence Terms

Intellectual Property and Authorised Use

9.1 All Intellectual Property in the Micron Kit, Additional Products, Services, Micron Application and the Website are the valuable and exclusive property of Micron Agritech (or its licensors, where applicable).

9.2 You agree that You shall:

(a) not access or use the Micron Application, Website or the Services to create a competitor product or service;

(b) not attempt to reverse engineer, modify, make derivative works of or disassemble the Micron Kit, Micron Application or the Website;

(c) not use the App, Website or the Services in any manner that would damage the reputation of Micron Agritech or bring it into disrepute or conflict;

(d) not misuse the Micron Application or the Website by knowingly or recklessly introducing viruses, trojans, worms, logic bombs or other material which is malicious or harmful;

(e) not carry out any form of network monitoring or intercept any communications transmitted in connection with the Micron Application or the Website;

(f) not attack the Micron Application or the Website via a denial-of-service attack or a distributed denial-of-service attack;

(g) display and retain all copyright and other proprietary notices displayed on any test results or other work product arising from the Services;

(h) not use the Services in a manner that infringes the rights of others, including Intellectual Property and privacy rights;

(i) not use the Micron Application or the Website to harvest or otherwise collect by any means data, program material or any other information whatsoever (including without limitation, email addresses and personal data of users); and

(j )not access, screen scrape or index any portion of the Micron Application or the Website or reframe or reformat any of the content thereon.

Errors, changes and unavailability

9.3 The Micron Application, the Website or any other materials provided by Micron may contain errors, inaccuracies and omissions. Micron Agritech does not guarantee the accuracy, completeness, reliability or currency of the content and information published thereon or otherwise provided. Micron Agritech reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without notice but does not accept any liability for any failure to do so.

9.4 Micron Agritech (and/or its respective suppliers) may, without notice to you, make improvements and/or changes to the Services, Micron Application, the Website or any materials provided. This means that we may add or remove temporarily or permanently certain Services, materials or any content, feature, component or other functionality of the Micron Application, the Website or the Services. Micron Agritech shall not be liable to you or any third party for any changes. Any changes shall also be subject to these Conditions. If you are not happy with such changes, you can cease using the Services.

9.5 The Micron Application and the Website may be temporarily unavailable from time to time for various reasons including, without limitation, due to required maintenance, telecommunications interruptions, or other disruptions. As such, access to the Micron Application and the Website is provided on an “as is” and “as available” basis and without warranties of any kind whatsoever. Micron will not be liable if for any reason the Services, Micron Application, the Website or any part thereof is unavailable or delayed at any time.

Security of communications over the Internet

9.6 Whilst Micron Agritech have taken all reasonable security precautions, the nature of communication via the internet and other electronic means is such that we cannot guarantee the privacy or confidentiality of any information relating to you passing by such methods. In accessing the Micron Application and using it to communicate with us, you accept that communications may not be free from interference by third parties and may not remain confidential.

Links to third party websites

9.7 The App and Website may contain links to websites owned or operated by parties other than Micron Agritech. Such links are provided for your convenience only. Micron Agritech does not monitor or control outside websites and is not responsible for their content. The inclusion of links to an outside website does not imply any endorsement of the material on our App or Website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor.

10. Suspension and Termination

10.1 Micron Agritech reserves the right, in its sole discretion and for any reason, to suspend or terminate the Subscriber’s account and receipt of the Services with or without notice to the Subscriber. Without prejudice to the foregoing, the following may lead to suspension or termination of the Subscriber’s account:

(a) a material or persistent breach of these Conditions;

(b) any suspected or actual improper use of the Micron Kit, Additional Products, Services or other products or services provided by Micron;

(c) where the Subscriber’s actions bring Micron Agritech into disrepute, conflict or might otherwise damage its reputation;

(d) extended periods of inactivity; and

(e) a written request from the Subscriber to suspend or terminate its account.

11. Liability

Important – Please read this section carefully as it addresses our liability to you

11.1 To the fullest extent permitted by law, all warranties, conditions, representation and other terms implied by common law, statute or otherwise are hereby excluded and Micron makes no warranties about the Micron Kit, Additional Products, Services or any other products and services including about their quality, fitness for purpose, merchantability or that they are provided with due skill care and diligence or are free from defects.

Direct Sales

Clause 11.2 applies where you purchase directly from Micron

11.2 Without prejudice to clause 11.1, nothing in these Conditions excludes or limits Micron Agritech’s liability to you where it would be unlawful to do so. To the fullest extent permitted by applicable law, Micron Agritech’s total liability to a Subscriber shall in no case exceed the amounts paid by the Subscriber for the Micron Kit, Additional Products or other products and services purchased directly from Micron Agritech, provided always that Micron Agritech shall not in any event be liable for:

(a) any damage to property caused by a defective Micron Kit, Additional Products or other products;

(b) Your inability to use or access the Micron Kits, Additional Products, Services, App and/or Website;

(d) any Test results failures or the need for repeat testing;

(e) business losses including loss of profits or revenue or depletion of goodwill, reputation or business opportunities;

(f) any special, incidental, indirect or consequential damages including damages or costs incurred; and

(g) any delay or service interruption to the Services.

Sales via Distributor or Reseller

Clauses 11.3 and 11.4 apply where you purchase through a Reseller or Distributor

11. 3 Nothing in these Conditions excludes or limits Micron Agritech’s liability to You where it would be unlawful to do so. Where you purchase through a Distributor or Reseller, You acknowledge that the Micron Kit, Additional Products or other services or products bought from the Distributor or Reseller are sold by Distributors and/or Resellers and that Micron Agritech has no liability or responsibility for such. To the fullest extent permitted by applicable law, You agree that any claims or other issues (including in respect of payment or malfunctioning products or services) shall be made directly against the Distributor and/or Reseller and you shall not being any claim or proceedings against Micron Agritech.

11.4 Without prejudice to clause 11.1, nothing in these Conditions excludes or limits Micron Agritech’s liability to you where it would be unlawful to do so. If notwithstanding clause 11.3 you make any claim against Micron, to the fullest extent permitted by applicable law, Micron Agritech’s total liability to a Subscriber shall in no case exceed the amounts paid by the Subscriber for the Services, provided always that Micron Agritech shall not in any event be liable for:

(a) any damage to property;

(b) Your inability to access or use the the Micron Kit, Additional Product, Services, the App and/or the Website;

(d) any Test results failures or the need for repeat testing;

(e) business losses including loss of profits or revenue or depletion of goodwill, reputation or business opportunities;

(f) any special, incidental, indirect or consequential damages including damages or costs incurred; and

(g) any delay or service interruption to the Services.

12. General

12.1 These Conditions are the only terms and conditions on which Micron will provide the Micron Kit and Additional Products (where You buy directly from Micron) and the Services to You and they will apply to the exclusion of all other terms and conditions which You purport to apply.

12.2 The Subscriber may not assign, sub-contract or deal in any other manner with all or any of it rights or obligations hereunder without Micron Agritech’s prior written consent. Micron Agritech may assign and sub-contract its rights and obligations under these Conditions.

12.3 Micron Agritech may vary these Conditions from time to time.

12.4 No waiver by Micron Agritech of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.5 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12. 6 These Conditions shall be governed by the laws of Ireland. These Conditions shall be subject to the exclusive jurisdiction of the courts of Ireland.