Terms of Engagement
ARL Terms of Engagement
1. Scope of these terms
1.1. Analytical Research Laboratories Limited (ARL) is a wholly-owned subsidiary of
Ravensdown Limited (Ravensdown). The customer named on this agreement or to
which these terms otherwise apply (the Customer or you, your) is the person, persons
or organisation that has engaged ARL to complete the Services. ARL does not owe any
obligation or liability to any person other than the Customer unless otherwise agreed
by ARL in writing.
1.2. These terms apply to all services, work and documentation provided to the Customer from time to time by or on behalf of ARL (in these terms, the Services). ARL may vary or replace these terms from time to time. Any varied or replacement terms will take effect 14 days after we publish them on the ARL website or any later date that we may specify. By continuing to obtain Services from ARL, you’ll be taken to have accepted the latest version of these terms, and it’s up to you to check for any changes.
1.3. Ravensdown’s standard terms of trade form part of this agreement. A copy of
Ravensdown’s standard terms of trade, as updated from time to time, is available on
Ravensdown’s website at www.ravensdown.co.nz. Where there is any conflict or
inconsistency between these terms of engagement and Ravensdown’s standard terms
of trade, these terms of engagement will prevail.
1.4. In these terms, a Ravensdown Customer means a customer who purchases goods and/or services directly from Ravensdown (and not solely from any other Ravensdown group company).
1.5. Where you are a Ravensdown Customer, you acknowledge that any data or information you provide to ARL for analysis may be provided to or used by HawkEye® and/or HawkEye Pro in which case the Hawkeye and Hawkeye Pro terms of use will also apply. A copy of Hawkeye’s terms of use, as updated from time to time, is available on Hawkeye’s website at www.hawkeye.farm.
1.6. By submitting samples to ARL for analysis you are deemed to have accepted these
terms in respect of all Services provided in connection with those samples.
2. Provision of services
2.1. ARL will use its reasonable skill, care and effort in supplying all Services to you, and will use its reasonable efforts to supply all Services by any delivery date(s) agreed in writing in a timely and efficient manner. However, ARL will not be liable for any delay or non-performance in supplying Services to you.
2.2. ARL is not liable for any loss, damage, claim, liability, expense or disadvantage of any form suffered by the Customer or any third party arising in any way from the Services,
whether in contract, tort including negligence, statute or otherwise. If, despite this
clause, ARL is found to be liable, ARL’s maximum aggregate liability in relation to all claims, damages, liabilities, losses or expenses in aggregate, whether in contract, tort including negligence, statute or otherwise, shall be a maximum of four times the fee paid by the Customer for the relevant Services.
2.3. ARL accepts no responsibility where any person alters, misuses or misrepresents any work or advice produced by ARL including as part of the Services.
2.4. Delivery of all Services is deemed to be completed when a final test report is issued via email, post or through Ravensdown online services.
2.5. Standard method of delivery for all test reports is via email or Ravensdown online services provided that the Customer has agreed to email communications from Ravensdown. Customers should contact ARL if they require a hard copy of test reports or wish to change their communication preferences.
2.6. Test reports will not automatically include the date and time testing was performed. If you require this information for your records, please notify ARL Customer Service.
2.7. In the process of undertaking a routine sample test, data about specific parameters in the sample may be collected which has not been requested by the Customer. This
information will not show on the test report but will be stored in ARL’s systems. ARL will keep this information confidential in accordance with clause 5 below.
2.8. Within 14 days of service delivery the Customer must advise ARL of any errors or
defects in the Services provided.
2.9. ARL takes no responsibility for the sampling conditions and storage of samples before they arrive at ARL’s laboratory. Customers are responsible for providing true and accurate information regarding sample times and storage (where applicable).
3. Price
3.1. The price of all Services will either be as quoted by ARL to the customer or at ARL’s
standard charges for Services at the time of completion of the relevant Services. Prices quoted on submissions forms are indicative only, and up to date pricing lists are
available at www.arllab.co.nz or by calling 0800 100 668.
3.2. All prices set out in quotes or on pricelists exclude GST, which is payable by the
Customer at the same time as the price for the Services.
3.3. A 10% discount is applied to ARL services for Ravensdown shareholders, and a further 1.5% discount is available to customers who pay by direct debit.
3.4. ARL may withdraw any quote before it is accepted by the Customer, and all quotes are valid only until the expiry date provided by ARL.
3.5. The Customer agrees to pay for the Services as requested on the submission form.
Once samples are received at ARL’s laboratory any cancellations/changes at therequest of the Customer will be at the discretion of ARL.
4. Payment
4.1. Payment for all Services is due on the 20th day of the month following the date of
ARL’s invoice, unless other payment terms have been arranged with ARL in writing.
4.2. Where the customer does not have a Ravensdown credit facility they are able to make payment through bank transfer. Payment must be made at the time samples are
submitted to the laboratory. ARL is not able to accept cash or eftpos payments.
4.3. ARL reserves the right to require that payment in full be made in advance for any
Services, or prior to the release of any results, and may refuse to undertake any
further Services without pre-payment and/or may require you to fill in a credit application prior to your results being released.
5. Confidentiality / use of data
5.1 Ownership: Test results will be the property of the Customer.
5.2 Disclosure: Test results will not be given to a third party outside of ARL or the
Ravensdown group without consent from the Customer or as set out in clauses 5.3 to
5.6 below. The following clauses are intended to distinguish Ravensdown Customers
from ARL-only customers.
5.3 For providing services: Data and information gathered by or on behalf of ARL, or
supplied by or on behalf of you to ARL, as part of the Services, as well as any outputs
from the Services, including results and reports from testing completed as part of the
Services (together the Data) may be stored, copied, modified, used and distributed by
ARL, other Ravensdown group companies and any other third parties to which you
have consented, to provide you with the Services or to improve or modify the services
provided by or on behalf of ARL from time to time.
5.4 For legal requirements: Data may be disclosed by ARL or other Ravensdown group
companies:
- where required under MPI regulations (MPI RLP samples only) or the regulations of any successor to MPI; or
- if required as part of a legal or regulatory investigation, or as otherwise required
by law.
5.5 In aggregated/depersonalised form: In addition to the rights set out above, the Data may be stored, used, copied, modified, disclosed and distributed by ARL and other Ravensdown group companies in an aggregated and depersonalised form:
- for providing other products, services and/or outputs to you and/or other third parties;
- to the Fertiliser Association of New Zealand or any successor body (FANZ) as
part of the Ravensdown group’s obligations to FANZ as a member; and/or - where you are a Ravensdown Customer:
- for developing, training and using any AI or machine learning model or
tool (or similar); - for any research and development activities which Ravensdown or other
Ravensdown group companies undertake (including any such activities
they procure a third party to undertake for them, and any activities they
undertake with others); and/or - for any other purpose connected with the business and activities of
Ravensdown or any other Ravensdown group company, including
commercialisation of technologies or products (including AI or machine
learning models or tools (or similar)).
- for developing, training and using any AI or machine learning model or
5.6 Other purposes: Where you are a Ravensdown Customer, in addition to the rights
set out above, the Data may be stored, used, copied, modified, disclosed and
distributed by ARL and other Ravensdown group companies to develop and grow their
businesses.
5.7 Authorisation: You authorise ARL to disclose such aggregated Data to other
Ravensdown group companies, and for ARL and each Ravensdown group company to
disclose such aggregated Data to other third parties assisting with any of the above
6. General
These terms of engagement and any other agreement we have with you are governed
by New Zealand law and are subject to the exclusive jurisdiction of the New Zealand
courts.