Terms & Conditions

1. About these Terms

1.1 This website (atopng.com) is operated by Agri-Tech Organics (PNG) Limited, a company incorporated in Papua New Guinea with its head office at P.O. Box 195, Gordons, Port Moresby, National Capital District (“Agri-Tech”, “we”, “us” or “our”).

1.2 These Terms apply to every visitor to our website and to every client who engages us. Where we agree a written proposal, quotation, statement of work, service order or contract with you (each a “Proposal”), that Proposal forms part of our agreement. If a Proposal conflicts with these Terms, the Proposal prevails to the extent of the conflict.

1.3 If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind that organisation, and “you” refers to that organisation.

2. Definitions

• Services — the services described in a Proposal or ordered from us, including software development, blockchain and distributed-ledger (DLT) solutions, AI and large language model (LLM) solutions, project management, web hosting and domain registration, ERP and portal services, and business development consulting.
• Deliverables — the software, documents, designs, reports and other materials we create specifically for you under a Proposal.
• Client Materials — data, content, trademarks, systems access and other materials you provide to us.
• Background IP — tools, code libraries, frameworks, templates, know-how and other materials we own or license independently of your engagement.
• Business Day — a day other than a Saturday, Sunday or public holiday in Port Moresby.

3. Using our website

3.1 Content on our website is provided for general information only. It does not constitute professional, legal, financial or investment advice, and you should not rely on it without first obtaining advice for your circumstances.

3.2 You must not:

• use the website unlawfully, fraudulently or in a way that infringes the rights of others;
• attempt to gain unauthorised access to the website, our servers, the Staff Portal or any connected system;
• introduce malware, scrape, overload or otherwise interfere with the website’s operation; or
• copy, reproduce or republish our content except as permitted by law or with our written consent.

3.3 We aim to keep the website available and accurate, but we do not guarantee that it will be uninterrupted, error-free or free from harmful components.

4. Our services and engagements

4.1 Proposals. Each engagement begins with a Proposal setting out the scope, Deliverables, timeline, fees and any assumptions. Unless stated otherwise, a Proposal is valid for 30 days and becomes binding when you accept it in writing (including by email), sign it, or pay a deposit.

4.2 Delivery. We will perform the Services with reasonable care and skill, using appropriately qualified personnel, and in accordance with good industry practice. Timelines are estimates and depend on you meeting your responsibilities under section 5.

4.3 Change requests. Any change to scope, timeline or Deliverables must be agreed in writing. We will tell you how a requested change affects fees and timelines before we proceed.

4.4 Acceptance. Where a Proposal includes acceptance testing, you must review each Deliverable within 10 Business Days of delivery and either accept it or give us written details of any material non-conformity. A Deliverable is deemed accepted if you do not respond within that period or if you use it in live operation.

4.5 Subcontractors. We may use carefully selected subcontractors and technology partners. We remain responsible for their work.

5. Your responsibilities

You agree to:

• provide accurate information, timely decisions and access to the people, premises, systems and Client Materials we reasonably need;
• nominate a representative with authority to make decisions about the engagement;
• ensure that you have all rights, licences and consents needed for us to use Client Materials, including any personal information they contain;
• keep your own backups of your data unless backup services are expressly included in a Proposal; and
• comply with all laws that apply to your use of the Services and Deliverables.

We are not responsible for delays or additional costs caused by your failure to meet these responsibilities, and we may charge reasonable additional fees where that occurs.

6. Fees, invoicing and payment

6.1 Fees are set out in the Proposal and are quoted in Papua New Guinea Kina (PGK) unless stated otherwise. Fees exclude Goods and Services Tax (GST) and other applicable taxes, which will be added at the prevailing rate.

6.2 Unless the Proposal says otherwise, we may require a deposit before work begins and will invoice remaining fees at the milestones stated in the Proposal, or monthly in arrears for time-and-materials work. Invoices are payable within 14 days of the invoice date.

6.3 Pre-approved expenses (such as travel outside Port Moresby, third-party licences, hardware or cloud usage) are payable in addition to fees.

6.4 If an invoice is overdue, we may, after giving you 7 days’ written notice, suspend the Services until payment is received. You are responsible for reasonable costs we incur in recovering overdue amounts.

6.5 If you dispute an invoice in good faith, you must tell us in writing within 7 days of receiving it and pay any undisputed portion by the due date.

7. Hosting, domains and subscription services

7.1 Term and renewal. Hosting, email, domain, support and other subscription services run for the term stated in the Proposal and renew automatically for the same period unless either party gives at least 30 days’ written notice before the renewal date. Renewal fees may be adjusted to reflect changes in supplier pricing; we will give you notice of any change before it applies.

7.2 Domain names. Domains are registered in your name (or your organisation’s name) wherever the registry allows, and remain subject to the rules of the relevant registry, including the .pg registry. You are responsible for the accuracy of registrant details. We are not liable for the loss of a domain if renewal fees are unpaid or if we cannot reach you before expiry.

7.3 Acceptable use. You must not use our hosting or email services to store or send unlawful, infringing, defamatory or harmful content, to send unsolicited bulk email (spam), to distribute malware, or to attack or probe other systems. We may suspend or remove content that breaches this clause or that poses a security risk, and will notify you as soon as practicable.

7.4 Availability and backups. We will use reasonable efforts to meet any service levels stated in the Proposal. Scheduled maintenance will, where possible, be carried out outside business hours with prior notice. Any backups we make are a precaution and do not replace your own backup arrangements.

7.5 End of service. When a hosting service ends, we will make your data available for export for 30 days, after which it may be permanently deleted.

8. Intellectual property

8.1 Your materials. You retain ownership of all Client Materials. You grant us a non-exclusive licence to use them only as needed to perform the Services.

8.2 Deliverables. Once you have paid all fees due for a Deliverable, ownership of the intellectual property in that Deliverable (excluding Background IP and third-party materials) transfers to you, unless the Proposal states otherwise.

8.3 Background IP. We retain ownership of our Background IP. To the extent Background IP is incorporated into a Deliverable, we grant you a non-exclusive, perpetual, royalty-free licence to use it as part of that Deliverable for your internal business purposes.

8.4 Third-party and open-source components. Deliverables may include third-party or open-source software, which is licensed to you under its own licence terms. We will identify significant components on request.

8.5 Website content. All content on this website, including text, graphics, logos and code, is owned by or licensed to Agri-Tech and is protected by intellectual property laws.

9. Confidentiality

Each party will keep confidential all non-public business, technical and financial information received from the other and will use it only for the purposes of the engagement. This obligation does not apply to information that is already public through no fault of the receiving party, was lawfully obtained from a third party, or must be disclosed by law, court order or a regulator (in which case the disclosing party will, where permitted, give prompt notice). These obligations continue for three years after the engagement ends, and indefinitely for trade secrets and personal information.

10. Data protection

10.1 We handle personal information in accordance with our Privacy Policy.

10.2 Where we process personal information on your behalf as part of the Services, we will do so only on your documented instructions, keep it confidential and secure, assist you with reasonable requests from individuals, notify you without undue delay of any data breach affecting it, and return or delete it when the Services end.

11. AI, blockchain and emerging technologies

11.1 AI and LLM solutions. AI systems produce outputs based on probabilities and may generate inaccurate, incomplete or biased results. You are responsible for reviewing AI outputs before relying on them, for maintaining appropriate human oversight, and for ensuring your use of AI complies with applicable law. Where third-party AI models or APIs are used, their providers’ terms also apply.

11.2 Blockchain and DLT. Transactions recorded on a blockchain may be irreversible and publicly visible. We are not responsible for losses arising from lost private keys, network failures, forks, smart-contract behaviour on third-party networks, or changes in law or regulation. Our blockchain services are technology services only; we do not provide financial, investment or legal advice, issue or deal in digital assets, or hold funds on your behalf.

11.3 Regulatory approvals. You are responsible for obtaining any licences or approvals your solution requires from regulators in Papua New Guinea or elsewhere.

12. Portals and user accounts

12.1 Access to the Staff Portal, ERP, WebMail, Agri-Drive and any client portal is limited to authorised users. You must keep your login details confidential, must not share accounts, and must tell us immediately if you suspect unauthorised access.

12.2 We may log access and activity for security and audit purposes, and may suspend any account that we reasonably believe is compromised or being misused.

13. Warranties and disclaimers

13.1 We warrant that the Services will be performed with reasonable care and skill and that, for 30 days after acceptance, software Deliverables will perform materially in accordance with their agreed specification. If they do not, we will correct the defect at no additional cost. This is your sole remedy for breach of this warranty.

13.2 The warranty in 13.1 does not apply to defects caused by modifications not made by us, misuse, third-party products, or your hosting environment where it is not managed by us.

13.3 Except as expressly stated in these Terms or a Proposal, and to the maximum extent permitted by law, the website and Services are provided without any other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose or uninterrupted operation.

14. Limitation of liability

14.1 To the maximum extent permitted by law, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business opportunity, goodwill or data, however caused.

14.2 Our total aggregate liability arising from or in connection with any engagement is limited to the fees you paid us under the relevant Proposal in the 12 months before the event giving rise to the claim.

14.3 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded or limited by law.

15. Indemnity

You agree to indemnify us against claims, losses and reasonable costs arising from Client Materials that infringe a third party’s rights, from content you host or send using our services in breach of section 7.3, or from your breach of law in using the Services. We agree to indemnify you against third-party claims that a Deliverable created by us (excluding Client Materials and third-party components) infringes that third party’s intellectual property rights.

16. Suspension and termination

16.1 Either party may terminate an engagement by written notice if the other party materially breaches these Terms or a Proposal and does not remedy the breach within 14 days of being notified, or if the other party becomes insolvent or enters liquidation, administration or receivership.

16.2 You may end an engagement for convenience by giving 30 days’ written notice, unless the Proposal states a minimum term.

16.3 On termination, you must pay for all Services performed and expenses incurred up to the termination date, together with any committed third-party costs that cannot be cancelled. Clauses that by their nature should survive (including sections 8, 9, 10, 14, 15 and 19) continue after termination.

17. Events beyond our control

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, power or telecommunications outages, internet or undersea cable failures, civil unrest, epidemics, government action, or failures of third-party cloud or network providers. The affected party will notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected Services by written notice.

18. Third-party products and links

Our website and Services may link to or integrate with third-party websites, software and platforms (for example, cloud providers, Google Workspace, payment gateways and AI model providers). We do not control them and are not responsible for their content, availability or practices. Your use of them is subject to their own terms.

19. Governing law and disputes

19.1 These Terms and any engagement are governed by the laws of the Independent State of Papua New Guinea.

19.2 If a dispute arises, the parties will first try in good faith to resolve it through discussions between senior representatives within 21 days of written notice of the dispute. If it is not resolved, either party may refer it to mediation in Port Moresby before starting court proceedings, except where urgent injunctive relief is required.

19.3 Subject to 19.2, the parties submit to the exclusive jurisdiction of the courts of Papua New Guinea.

20. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a new “Last updated” date. Changes do not affect a Proposal that has already been accepted unless both parties agree in writing.

21. General

• Entire agreement. These Terms and any Proposal form the entire agreement between the parties about their subject matter.
• Assignment. Neither party may assign its rights without the other’s written consent, which will not be unreasonably withheld.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Non-solicitation. During an engagement and for 12 months afterwards, neither party will directly solicit for employment any employee of the other who was involved in the engagement, without the other’s written consent.
• Severability. If any provision is held invalid, the rest of these Terms remains in effect.
• Waiver. A failure or delay in exercising a right is not a waiver of that right.
• Notices. Notices must be in writing and may be sent by email to the addresses the parties have nominated, or to us using the details below.

22. Contact us