MartBids Terms of Service (“TOS”)

1.             Parties

1.1          The Services are provided by MartBids to you and/or your company.

2.             Acceptance

2.1          BY CLICKING THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TOS. If you are signing up to use the Services on behalf of a company or other entity, you must have the authority to bind that company or other entity to these TOS. If you are not willing to be bound by these TOS, you should not complete the registration process and should not use the Services.

3.             Modification

3.1          These TOS may be updated and modified at any time in our sole discretion. Acceptance of updates and modifications will be confirmed by (i) continued use of any part of the Services thirty (30) days after the modified TOS have been posted to Martbids App or (ii) your indication of agreement to the updated terms by email or otherwise. In accepting this Agreement, you confirm that you have the authority to bind your company to these TOS.

4.             The Services

4.1          Martbids has developed Martbids Application which it makes available to certain persons or entities via the internet for pre-sale advertising, viewing catalogues relating to livestock sales and bidding on livestock auctions (the “Services”).

4.2          Martbids shall, during the Term, provide the Services to you on and subject to the terms of this Agreement.

5.             Registration

5.1          Subject to completion of your registration via the App, Martbids shall, for the Term, provide you with the ability to review the catalogue through Martbids App subject to the terms of this Agreement.

5.2          In completing the Registration, you authorise Martbids to provide the registration information to your chosen Mart(s) through the App;

5.3          Following completed registration and approval of your application to bid by a Mart, which shall be communicated to you by notification sent via the app], you will be permitted to make bids to your chosen Mart(s) through Martbids App subject to the terms of this Agreement.

5.4          A Mart may rescind its approval for you to bid at that Mart at any time. Any query or concern relating to failure to obtain approval to bid from a Mart or relating to a rescinded approval should be directed directly to the Mart in question.

6.             Auctions And Bids

6.1          Martbids acts only as a subcontractor of Marts. The relevant Mart acts as agent of the seller. No warranty or condition as to the title, description or quality of any lot sold is provided by the Mart or by Martbids. Neither the Mart nor Martbids and its or their employees, agents or subcontractors shall be liable to you for defect in title, error of description or imperfection or for any announcement or statement concerning any lot offered for sale, whether given orally, in writing or via the App and whether given before, during or after the auction. In the event of a dispute between the seller and you, neither Martbids, the relevant Mart nor any of its or their employees, agents and subcontractors shall be liable in any respect relating to the dispute.  

6.2          All bids processed via the App are subject to the Mart’s general conditions of sale. You are responsible for familiarising yourself and complying with these conditions.

6.3          No bid processed via the App may be retracted.

6.4          Where you have succeeded in placing the winning bid, your details will be recorded against the lot number together with the winning bid price for the records of the Mart.

6.5          Neither Martbids nor the Mart is liable to you for errors or malfunctions in the App which result in a failure of the processing of a bid or late processing of a bid. The auctioneer conducting the Auction at the sale premises has sole discretion on the conduct of bidding and any amend to the bidding process and action such as removing lots from the auction and refusing to accept bids, are entirely at the discretion of the auctioneer. Auctioneers do not always proceed with auctions in the catalogue listed order and neither Martbids nor the Mart is responsible for any change to the lot order or the consequences of this for you. Decisions of the auctioneer are final.

6.6          You must be on the relevant sale premises and connected to the Mart’s intranet to make a bid. Martbids App does not currently facilitate off-premises bidding. The Marts have reserved the right to remove or exclude persons from the sale premises. Martbids has no liability to you in the event you are removed or excluded from the sale premises.  In line with traditional bidding procedure, all bids processed via the app are fully binding and each sale is final. It is your responsibility to ensure that you are satisfied with the lot in advance of the sale. All purchases are made on an ‘as-is’ basis. You shall take delivery of each lot with all its imperfections, faults and errors of description.

6.7          Once your bid has been accepted as the winning bid, you must pay to the seller the full price of the lot as bid in accordance with the Mart’s general conditions of sale and within the time period specified within those condition. Where a period is not specified, the full price must be paid to the Mart as soon as possible and no later than on the same day as the winning bid is made. No title, charge, encumbrance or lien of any kind in the lot passes to you until you have paid the full price of the lot to the Mart as required. Full risk in the lot transfers to you once you have succeeded in making a winning bid. Neither Martbids nor the Mart has liability or obligation for the safe custody of any lot after sale.

7.             Catalogue

Errors and inconsistencies may exist in Formal Catalogue Data. Formal Catalogue Data is provided as an information guide only and is not a representation, statement or warranty as to the characteristics of the lots listed. Neither Martbids nor Mart take any responsibility for any errors or omissions in the Formal Catalogue Data nor for the consequences of such errors or omissions.

8.             Where you provide content for the Mart catalogue, you represent and warrant that the content you provide is true, accurate and not misleading. Content for the catalogue may be approved or rejected by the Mart in the Mart’s sole discretion and Martbids has no responsibility for decisions of the Mart in respect to the inclusion or exclusion of your content from the Catalogue.Authorised Use

8.1          Subject to the restrictions set out in this clause 8 and the other terms and conditions of this Agreement, Martbids hereby grants you a non-exclusive, non-transferable right to use the Services during the Term solely to provide content relating to your lots for Mart catalogues, review Mart catalogues and bid on Mart livestock or machinery auctions, as applicable.

8.2          You shall keep a secure password for your use of the Services.  You must keep your password confidential;

8.3          You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

(a)        is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)        facilitates illegal activity;

(c)        is misleading, inaccurate or untrue;

(d)        is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(e)        in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Martbids reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause. In line with the above, you shall permit Martbids to monitor the Services to identify unusual or unpermitted behaviour on Martbids App;

8.4          You shall not:

(a)        except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i)         and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of Martbids App and/or Software (as applicable) in any form or media or by any means; or

(ii)        attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(b)        access all or any part of the Services and App to build a product or service which competes with the Services and/or the App; or

(c)        use the Services and/or App to provide services to third parties; or

(d)        subject to clause 27.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, sub-license, loan, translate, merge, adapt, vary, modify or otherwise commercially exploit, or otherwise make the Services and/or App available to any third party except the Authorised Users, or

(e)        attempt to obtain, or assist third parties in obtaining, access to the Services and/or App, other than as provided under this clause 8.

(f)         make, nor to permit any party to make, any use of the Software other than to avail of the Services;

(g)        make alterations to, or permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(h)        create Derivative Works based on the whole or any part of the Software;

(i)         provide or otherwise make available the Software in whole or in part (including object and source code), in any form to any person without Martbids’ prior written consent;

(j)         use the Software in any unlawful manner, for any unlawful purpose; or

(k)        infringe Martbids’ or its licensor’s Intellectual Property Rights or those of any third party in relation to their use of the Software or App.

8.5          You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the App and, in the event of any such unauthorised access or use, promptly notify Martbids.

8.6          The rights provided under this clause 8 are granted to you only, and shall not be considered granted to any subsidiary or holding company of the Farmer.

9.             Service Updates

9.1          Martbids will update the Services and add new or different features and functionality on a regular basis. Provided you have complied with this Agreement, you will be granted access to the updated versions of features to which you have subscribed. Optional or new features and functions may be subject to fees. Martbids may also adjust or delete certain features from time to time.

9.2          You acknowledge that compatibility of updates of Martbids App could be affected by Martbids’ incorporation of new versions of operating systems or other third-party software or technology such as new versions of internet browsers and that you are obligated to provide an adequate and compatible operating environment.

9.3          Martbids reserves the right to commence charging for the Services at a future date.

10.          Mart Data and Farmer Data

10.1        Mart Data, data which has been submitted to Martbids by the Mart or Mart Information Providers, is owned or licensed by and controlled by the Mart. Farmer Data, which relates to your data which you have submitted to the Mart, is owned and controlled by You. You may modify, delete or remove Farmer Data, excepting with respect to completed bids, Mart approved catalogue content and related necessary information to process bids, at any time. Please contact the Mart if you have a query relating to Mart Data.

10.2        In the event of any loss or damage to Farmer Data or Mart Data, your sole and exclusive remedy shall be for Martbids to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by Martbids. Martbids shall not be responsible for any loss, destruction, alteration or disclosure of data caused by any third party.

10.3        Martbids may use data generated through use of the app for its business purposes such as testing, optimisation, support, trend analysis and diagnostics. Martbids may also use aggregated statistics derived from your data for its external business purposes such as in the preparation of livestock price information for publication. Martbids will never disclose or publish statistics relating to an individual.

10.4        You hereby grant to Martbids a perpetual, irrevocable, royalty-free, fully paid, fully transferrable, worldwide license during the Term and after termination for the period that that records are required by law to be retained to permit Martbids to process and provide Farmer Data to the Mart with respect to completed bids.

10.5        You hereby grant to Martbids a perpetual, irrevocable, royalty-free, fully paid, fully transferrable, worldwide license during the Term and after termination to permit Martbids to maintain, use, reproduce, modify, create derivative works of, distribute, display and publish anonymised and/or aggregated data for Martbids’ business purposes, business intelligence, trend identification, report generation, diagnostics and support.

11.          Personal Data

11.1        By agreeing to these terms, you also agree to our Privacy Statement and Cookie Policy available through the App. Your employees and third-party service providers must be informed of and give their consent to the processing of data contemplated under this Agreement, the Privacy Statement and Cookie Policy, where relevant.

11.2        SECURITY OF PROCESSING

Martbids agrees to take measures required pursuant to applicable data protection legislation, including the General Data Protection Regulation (GDPR), where applicable, relating to security of processing – taking into account the state of the art, costs of implementation, and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for rights and freedoms of natural persons, appropriate technical and organisational measures to ensure a level of security appropriate to the risk (e.g. pseudonymisation, encryption, ongoing confidentiality, ability to restore availability and access to personal data and processes for regular testing of the security measures). In assessing the level of security, Martbids agrees to take account of the risks presented by the processing, from accidental or unlawful destruction, adherence to approved codes of conduct or certification mechanisms and steps taken to ensure that persons processing the personal data do not process except on the instructions of the controller (unless required to do so by law).

11.3        PERSONAL DATA

(a)        With respect to the Mart Data and personal data processed with respect to a completed bid, the parties record their intention that the Mart, shall be the ‘data controller’ and Martbids shall be a ‘data processor’ as such terms are defined under EU data protection legislation including the GDPR, where applicable.

(b)        With respect to Farmer Data the parties record their intention that you shall be the ‘data controller’ and Martbids shall be a ‘data processor’ as such terms are defined under EU data protection legislation including the GDPR, where applicable

(c)        Where Martbids processes personal data when performing its obligations under this Agreement:

(i)         Martbids reserves the right that the data that we collect from you may be transferred to, and stored at, The United States outside the European Economic Area (“EEA”) for which there is an adequacy decision relating to the safeguards for personal data from the European Commission.

(ii)        You hereby consent to Martbids’ transfer of relevant Personal Data to Martbids’ subcontractors, third party providers, relevant Marts and agree that Martbids may lawfully use, process and transfer your personal data in accordance with this Agreement on your behalf;

(iii)       You shall ensure that any relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer contemplated under this Agreement and as required by all applicable data protection legislation, including the GDPR, where applicable and you must provide appropriate and sufficiently prominent notice to, and obtain the appropriate consent from any relevant third parties regarding the collection, use and disclosure of their personal data, including, at a minimum, through your privacy policies. 

(d)        Data processed outside the App (e.g. where you contact Martbids by phone or email) may be transferred outside the EEA and in contacting Martbids outside the App you agree to this transfer. Where you do not wish to transfer Personal Data outside the EEA, you must not include Personal Data in communications to Martbids made outside the App.

11.4        Martbids reserves the right to transfer information (including your personal data) to a third party in the event of a sale, merger, liquidation, receivership or transfer of all or part of the assets of Martbids’ business provided that the third party agrees to adhere to Martbids’ terms relating to personal data and provided that the third party only uses your personal data for the purposes that it has been provided to Martbids. You will be notified in the event of any such transfer and will be afforded an opportunity to opt-out. 

11.5        Marts may wish to contact you to let you know about upcoming sales or to release new catalogues. You will be given the opportunity to object to such contact through the app or you may contact the Mart directly to inform the Mart of your contact preferences.

12.          Martbids’ obligations

12.1        Martbids is not responsible for any failure of the Services which is caused by use of the Services contrary to Martbids’ instructions, or modification or alteration of the Services by any party other than Martbids or Martbids’ duly authorised contractors or agents.

12.2        Martbids:

(a)        does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and

(b)        is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.3        This Agreement shall not prevent Martbids from entering similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

12.4        Martbids warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

13.          Your Obligations

You shall:

(a)        provide Martbids with:

(i)         all necessary co-operation in relation to this Agreement; and

(ii)        all necessary access to such information as may be required by Martbids;

to provide the Services, including but not limited to registration data;

(b)        comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c)        carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;

(d)        obtain and shall maintain all necessary licences, consents, and permissions necessary for Martbids, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(e)        ensure that its network and systems comply with the relevant specifications provided by Martbids from time to time; and

(f)         be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Martbids’ data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

14.          Proprietary rights

14.1        You acknowledge and agree that Martbids and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

14.2        You acknowledge Martbids’ licensor’s ownership of relevant trademarks or other rights and will take no action which would infringe such trademarks.

14.3        Unsolicited ideas or product feedback will automatically become the property of Martbids, without any compensation to you and Martbids may use or distribute submissions and their contents for any purpose and in any way without any obligations of confidentiality or otherwise.

14.4        Martbids confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

15.          Confidentiality

15.1        Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.  A party's Confidential Information shall not be deemed to include information that:

(a)        is or becomes publicly known other than through any act or omission of the receiving party;

(b)        was in the other party's lawful possession before the disclosure;

(c)        is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d)        is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)        is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

15.2        Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

15.3        Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

15.4        You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Martbids’ Confidential Information.

15.5        This clause 16 shall survive termination of this Agreement, however arising.

15.6        No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16.          Indemnity

16.1        You shall defend, indemnify and hold harmless Martbids and its successors, parents, subsidiaries, affiliates, officers, directors, employees and legal representatives (collectively the “Indemnified Parties”) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (a) your breach of this Agreement; (b) the unauthorized use of Martbids App or Software by you; or (c) any claim that Martbids App or Software or the use thereof infringes upon, misappropriates or violates any IPR of any third party, provided that such claim results from or related to (i) an unauthorized modification of Martbids App or Software; (ii) the combination of Martbids App or Software with software, hardware or equipment not provided by Martbids if Martbids App or Software alone would not be subject of such claim; or (iii) the unauthorized use of Martbids App or Software by you, provided that:

(a)        You are given prompt notice of any such claim;

(b)        Martbids provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and

(c)        You are given sole authority to defend or settle the claim.

16.2        The foregoing and clause 18.4(b) state your sole and exclusive rights and remedies, and Martbids’ (including Martbids’ employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

17.          Limitation of liability

17.1        This clause 18 sets out the entire financial liability of Martbids (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:

(a)        arising under or in connection with this Agreement;

(b)        in respect of any use made by you of the Services and Documentation or any part of them; and

(c)        in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

17.2        Except as expressly and specifically provided in this Agreement:

(a)        you assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. Martbids shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Martbids by you in connection with the Services, or any actions taken by Martbids at your direction;

(b)        all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and

(c)        the Services are provided to you on an "as is" basis.

17.3        Nothing in this Agreement excludes the liability of Martbids in any way which may not be excluded by law.

17.4        Subject to clause 18.2 and clause 18.3:

(a)        Martbids shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b)        Martbids’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to €100.

17.5        Neither Martbids nor the Mart shall be liable to you in any way for any accident, loss or injury to any person, property or goods which occurs on the premises at which the auction is held.

18.          Term and termination

(a)        This Agreement shall commence on the Effective Date and shall continue unless Martbids notifies you of termination or you delete the app; or

(b)        otherwise terminated in accordance with the provisions of this Agreement;

and the period from the Effective Date until the date of termination as described above shall constitute the Term.

18.2        On termination of this Agreement for any reason:

(a)        all licences granted under this Agreement shall immediately terminate;

(b)        each party shall return and make no further use of any equipment, property, Martbids App, Software, Documentation and other items (and all copies of them) belonging to the other party.

(c)        Martbids may destroy or otherwise dispose of any of the Farmer Data in its possession unless Martbids receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to you of the then most recent back-up of the Farmer Data. Martbids shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Martbids in returning or disposing of Farmer Data;

(d)        each of the parties shall immediately return or destroy (at the other party’s option) all Confidential Information (excluding Mart Data) of the other party in its possession or control; and

(e)        any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.

19.          Force majeure

Martbids shall have no liability to the you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Martbids or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

20.          Conflict

If there is an inconsistency between any of the provisions in the TOS and the Privacy Statement and Cookie Policy, the provisions in the TOS shall prevail.

21.          Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

22.          Severance

22.1        If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

22.2        If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

23.          Entire agreement

23.1        This Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter it covers.

23.2        Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

24.          Assignment

24.1        You shall not, without the prior written consent of Martbids, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24.2        Martbids may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

25.          No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

26.          Notices

26.1        Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this Agreement.

26.2        A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

27.          Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

28.          Jurisdiction

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

29.          Interpretation

29.1        The definitions and rules of interpretation in this clause apply in this Agreement.

App: means the application provided by Martbids to you under this Agreement via the app store/google play store to you by Martbids from time to time and includes without limitation, access to the related tools and Documentation, Software and any fixes, updates and upgrades provided as more particularly described in the Documentation.

Applicable Law: any law, statute, by-law, regulation, order, regulatory policy, guidance or industry code of practice, rule of court or directives, delegated or subordinated legislation in force from time to time.

Authorised Users: those employees, agents and independent contractors of the Mart or the Farmer who are authorised by Mart or you to use the Services.

Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin, Ireland are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 16.4.

Derivative Works: any software programs, and copies thereof, which are based on or incorporate any part of the Software, including without limitation, any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which the Software may be recast, transformed or adapted.

Documentation: the documents made available to you by Martbids online via MartBids.ie or such other web address notified by Martbids to you from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: the date of this Agreement.

Farmer Data: the data you input to the Services, excluding the data that is required to process a bid through the App or Mart-approved catalogue content.

Formal Catalogue Data: The data relating to lots provided by the Mart Information Provider, the Mart, Martbids on behalf of the Mart, or content supplied by you for inclusion in the catalogue through the App.

Intellectual Property Rights or IPR: means all rights in intellectual property including, but not limited to, all such rights now existing or hereafter arising, filed or acquired patents or patent rights, rights associated with works of authorship including copyrights, trademark rights (and goodwill associated therewith), rights relating to the protection of trade secrets, moral rights, rights of publicity, authors’ rights, contract and licensing rights and any other intellectual property rights or proprietary rights of any kind throughout the world resulting from activity in the industrial, scientific, technological, scientific, literary or artistic fields, including any and all extensions, renewals or reissuances of same and shall include such rights as now exist or are subsequently acquired.

Mart: the auctioneer at the sales premises where livestock or machinery is bought or sold.

Mart Data: the data input to the Services by the Mart Information Provider, the Mart, the Supplier (at the Mart’s request) or you, excluding Farmer Data.

Mart Information Provider: a third party such as the Department of Agriculture, Bord Bia, Irish Cattle Breeders Association that provides information to the Mart. 

Mart Information Request: each request for information sent by the Mart to Mart Information Providers in accordance with this Agreement.

Normal Business Hours: 9.00 am to 5.00 pm local Irish time, each Business Day.

Personal Data: means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Software: the online software applications provided by Martbids as part of the Services.

Term: has the meaning given in clause 19.1.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

29.2        Clause and paragraph headings shall not affect the interpretation of this Agreement.

29.3        A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

29.4        A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

29.5        Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

29.6        Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

29.7        A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

29.8        A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

29.9        A reference to writing or written includes e-mail.

30.          Irish Farmers Journal Privacy Statement

30.1        Who Are We?

We are the Agricultural Trust, a company limited by guarantee under company number 22941. Our registered address is Irish Farm Centre, Bluebell, Dublin 12.

We publish the Irish Farmers Journal, the Irish Field and Irish Country magazine. We also publish one-off publications and supplements. We own and operate the software application known as “Mart Bids” ( the “App”)

This notice sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our practices regarding your personal data and how we will treat it.

For the purpose of the General Data Protection Regulation (the GDPR)

When providing services to customers or as an employer the data controller is the Agricultural Trust;

30.2        What Personal Information Do We Collect From You?

You may give us personal data by:

Corresponding with us by phone, e-mail or otherwise.

Completing registration when downloading the App

We ask you to disclose only as much information as is necessary to provide you with information relating to our products or services.

Advertising with us.

Subscribing to digital and paper copies of our publications.

30.3        What Information About You Do We Obtain From Others?

When you use our products, we may obtain the following categories of personal data from others:

Information you voluntarily provide:

You may give us information about you by filling in forms on the site, completing registration and downloading the App or mobile applications or by corresponding with us by email, phone or otherwise. This includes information you provide when you sign up to use services on our site, subscribe for other services, place an order through our site, participate in discussion boards or other social media functions on our site, enter a competition, promotion or survey and when you report a problem with our site. The information you give us may include your name, address, email address and phone number, financial and credit card information, personal description and photograph.

30.4        Why Do We Collect This Information?

We collect the information in order to provide you with our services, to market our services, to improve our site and to recruit staff.

We will use this information:

To administer and improve the App and our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes; As part of our efforts to keep our App and site safe and secure; To deliver information about our products, to include the App, where you have subscribed to receive same; To measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you; To make suggestions and recommendations to you and other users of our website about services that may interest you or them.

The legal bases for the processing of your data are:

Processing necessary for the performance of a contract which you have entered into with us or to take steps at your request prior to entering into a contract; That you have provided consent for the processing for marketing purposes;

30.5        Who Do We Share This Information With?

We may share your personal data with our selected business associates/ suppliers and contractors to provide you with our services/products. For example, these business partners may include our web-hosting provider and our IT service providers

In addition, we may disclose your personal information to third-parties:

In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;

If we or substantially all of our assets are acquired by a third-party, in which case information held by us about our customers will be one of the transferred assets; If we are under a duty to disclose or share your information in order to comply with any legal obligation, or in order to enforce or apply our terms of use and other agreements; or to protect our rights, property, or safety, our customers, or others.

This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction;

30.6        Disclosure of Your Information

We may also share your information with selected third-parties including:

Business partners, suppliers and sub-contractors for the performance of any contract we enter into with them or you.

We hold a list of all entities with whom your personal data is shared. This list is available on request.

30.7        How Long Do We Keep Hold of Your Information?

The time periods for which we retain your information depends on the type of information and the purposes for which we use it. We will keep your information for no longer than is required or permitted.

30.8        Do We Transfer Your Information Outside The European Union or European Economic Area?

You may give us personal data by:

Yes

The data that we collect from you may be transferred to, and stored at, The United States outside the European Economic Area (“EEA”) for which there is an adequacy decision relating to the safeguards for personal data from the European Commission.

30.9        What Are Your Rights with Respect To Your Personal Data?

You have the following rights:

The right to access the personal data we hold about you. The right to require us to rectify any inaccurate personal data about you without undue delay.

The right to have us erase any personal data we hold about you in circumstances such as where it is no longer necessary for us to hold the personal data or, in some circumstances, if you have withdrawn your consent to the processing. The right to object to us processing personal data about you such as processing for profiling or direct marketing. The right to opt out from receiving any marketing communications The right to ask us to provide your personal data to you in a portable format or, where technically feasible, for us to port that personal data to another provider, provided it does not result in a disclosure of personal data relating to other people. The right to request a restriction of the processing of your personal data. Where our processing of your personal data is based on your consent to that processing, you have the right to withdraw that consent at any time but any processing that we have carried out before you withdrew your consent remains lawful.

You may exercise any of the above rights by contacting legal@farmersjournal.ie

You may lodge a complaint with your local supervisory authority with respect to our processing of your personal data. The local Supervisory Authority in Ireland is the Data Protection Commissioner. The website is www.dataprotection.ie

30.10        What Will Happen If We Change Our Privacy Notice?

This notice may change from time to time, and any changes will be posted on our site and will be effective when posted. Please review this notice each time you use our site or our services. This notice was last updated on 25/05/2018.

30.11        How Can You Contact Us?

By phone: 01- 4199500

Address: Irish Farmers Journal, Irish Farm Centre, Bluebell, Dublin 12

Or by email: legal@farmersjournal.ie