WEBSITE TERMS AND CONDITIONS OF SALE

1.   THESE TERMS

1.1    What these terms cover. These are the terms and conditions on which we supply Services to you.   You should understand that by subscribing to any of the Services, you agree to be bound by these terms (as varied from time to time pursuant to clause 19 of these terms).

1.2    Why you should read them. Please read these terms carefully before you subscribe to the Services. These terms tell you who we are, how we will provide the Services to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3    Services to businesses only. By placing an order for the Services, you warrant that:

(a) you are legally capable of entering into a legally binding contract for the Customer (defined below);

(b) you are at least 18 years old; and

(c) you are entering into this Contract on the basis of a business to business supply of the Services by us to you. 

1.4    Definitions.  The definitions in this clause shall apply in these terms.

Authorised Users: those of your employees, agents and independent contractors who are authorised by you to use the Services and the Documentation, as further described in clause 4.

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

Contract: the contract between you and us for the supply of the Services in accordance with these terms. 

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 13.

Customer or you or your: you, being the person or company that has subscribed to the Services.

Customer Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.

Documentation: the documents made available by us to you online via the Website, any videos, webinars, or any other documentation, which sets out a description of the Services and the user instructions for the Services.

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

Services: the subscription services provided by us to you under these terms via the Website, as more particularly described in the Documentation.

Site: the property of the Customer to which the Services relate.  

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

Subscription Fees: the subscription fees and other charges payable by you to us for the Services, as set out on our Website.

Support Services Policy: our policy for providing support in relation to the Services as made available on the Website.

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.

We or us or our: Kitchen Cut Limited (CRN: 07757271) whose registered office is at The Hub, 14 Station Road, Henley-On-Thames, Oxon, England, RG9 1AY.

Website: https://www.kitchencut.com/ or such other web address notified by us to you from time to time.



2.   INFORMATION ABOUT US AND HOW TO CONTACT US

2.1    Who we are. We are Kitchen Cut Limited a company registered in England and Wales. Our company registration number is 07757271  and our registered office is at The Hub, 14 Station Road, Henley-On-Thames, Oxon, England, RG9 1AY. Our registered VAT number is 131255941.

2.2    How to contact us. You can contact us by telephoning our customer service team at +44 (0) 330 113 0050 (or if from the United States, toll free on 888-967-2692) or by writing to us at The Hub, 14 Station Road, Henley-On-Thames, Oxon, England, RG9 1AY or info@kitchencut.com.

2.3    How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4    “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3.   OUR CONTRACT WITH YOU

3.1    Free trial offer. You may sign up to one 14 day free trial of the Services through the Website by completing the free trial registration form and by ticking a box to acknowledge that you accept these terms – which will apply to the free trial period. We will then send you an email confirming that you have a trial account with a user name and password. 

3.2    Free trial process.  During the 14 day trial period, you will receive information about how to set up/use/make the most of your free trial.  During the initial 14 day trial period, you can choose to upgrade to a paid subscription membership forming part of the Services via your online account by completing the applicable form and payment details for the applicable Subscription Fee.  We may contact you using your sign up information following the end of the free trial, but any such use will be in accordance with our Privacy Policy

3.3    Suspension of free trial and deletion of your data. If by the end of the free trial you have not updated to a paying membership, the trial account will be suspended for three months.  After three months your trial account and any related Customer Data will be deleted.  Once your account is deleted, you can use your email address to subscribe to the Services on a paid basis, but you will not have access to the Customer Data previously deleted. 

3.4    Student memberships.  These terms (other than payment of the Subscription Fees) will apply to any student subscribing to the Services via a unique code provided by us.  We reserve the right to terminate any student subscription to the Services at any time by written notice to you. 

3.5    How we will accept your order for the Services. Our acceptance of your order for the Services placed via the Website (whether than be a free trial or a full paying subscription) will take place when we email you to accept it, at which point a Contract will come into existence between you and us.

3.6    Website Terms of Use, Acceptable Use, and Privacy Policy.  These terms should be read in conjunction with our Website Terms of Use, Acceptable Use, and Privacy Policy, all of which are incorporated in the Contract. 

3.7    Upgrading, downgrading and purchasing add-ons. You can (where applicable and shown on the Website and Documentation) upgrade, downgrade or purchase add-ons to the Services you have subscribed to through your online account following the applicable procedure.  The applicable Subscription Fees shown on the Website will be payable for the relevant upgrade or add-on purchased, but no refunds or credits will be given for any partial used months in connection with any downgrade to the Services or removal of add-ons.

3.8    Deletion of Customer Data where there is a downgrade.  All applicable Customer Data relating to the downgrade to the Services or removal of add-ons will be deleted and neither you nor we will be able to recover such deleted Customer Data.

4.   AUTHORISED USERS

4.1    Right to use the Services.  Subject to the payment of the Subscription Fees in accordance with these terms, the restrictions set out in this clause, and the other terms and conditions of these terms, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Contract whilst you are subscribing to the Services solely for your business operations and in respect of the Site only.

4.2    Authorised Users and single Site subscription. In relation to the Authorised Users and the Site:

(a) the Authorised User who will be your nominated administrator who you agree is responsible for the maintenance of the Authorised users on your account;

(b) the nominated administrator for each Site will be responsible for the permissions and access rights of the Authorised Users and to ensure appropriate access or restrictions on Confidential Information;

(c) the Services may only be used in relation to the Site and no other premises, and you will not allow any person to use the Services and/or the Documentation for any location or premises other than the Site;

(d) there are no limits on the number of Authorised Users that you can authorise to access and use the Services and the Documentation in respect of the Site (your nominated administrator (an Authorised User) can set up log in details for a new Authorised User through the system);

(e) when an Authorised User is added to your account, we will add the Authorised User’s details to our database and send them updates from time to time relating to our products and/or services in accordance with our Privacy Policy;

(f) you will ensure that each Authorised User shall keep a secure password for his use of the Services and Documentation, and that each Authorised User shall keep his password confidential;

(g) you will permit us to audit your use of the Services at any time in order to establish that the Services are being used for the Site only and, generally in accordance with these terms.  Such right shall be exercised with or without reasonable prior notice, in such a manner as not to substantially interfere with the normal conduct of your business; and

(h) if any of the audits referred to above reveal that you are in breach of these terms; then without prejudice to any other right or remedy available to us we reserve the right to:

(i)   suspend the Services; and/or

(ii) charge you additional Subscription Fees in accordance with the prices on the Website at the date of the relevant audit, which shall be paid by you to us within 5 Business Days of the end of the audit. 

4.3    Viruses or other material on any Message Board.  You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services (including, but without limitation, on any sharing platform such as “message board”) that:

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

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

(f) is otherwise illegal or causes damage or injury to any person or property;

and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.

4.4    No liability for content on the Message Board.  Some of the Services provide access to a sharing platform known as “Message Board”, which allows users to share content including documents, emails, videos and social media content.  The users and contributors to this section remain personally liable for their use and contributions of the “Message Board” and we accept no liability for the validity and legality of any such content.

4.5    Restrictions on your use of the Services/Software/Documentation.  You shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms:

(i)   attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, 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 Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

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

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except for the purposes of your business and to the Authorised Users; or

(e) use the Services to create or cost dishes for multiple clients’, as each client/company must have its own account with us; or

(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 4.

4.6    Unauthorised access.  You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.

4.7    Rights granted to you only – and not group companies/associated companies. The rights provided under this clause 4 are granted to you only and for the Site only, and shall not be considered granted to any subsidiary or holding company of yours, nor any other property/site of yours.

5. SERVICES

5.1    Provision of services.  We shall, during your subscription to the Services use reasonable commercial endeavours to provide the Services and make available the Documentation to you on and subject to the these terms.

5.2    Service availability. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 6am – 9am GMT; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.

5.3    Support Services. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with our Support Services Policy in effect at the time that the Services are provided.  We may amend the Support Services Policy  at our sole and absolute discretion from time to time. 

5.4    Allergens.  Some of the Services detail and identify allergens associated with any ingredients.  Our Software’s ability to track and tag allergens relies entirely on Customer Data (which may include, but without limitation, details of the ingredients and recipes that you, your Authorised Users and you suppliers provide).  We accept no liability as to the validity and details of the Customer Data (including ingredients and recipes) and for identifying the existence of any allergens within their own ingredients and recipes and for the response and reaction to any allergens which are identified.

5.5    Nutritional Values.  The nutritional values of dishes entered on the Software are compiled from third party databases supplied by the FSA and USDA.  These values are indicative only and we accept no liability for the analysis and users should rely on their own investigations and calculations.

6.   CUSTOMER DATA

6.1    Ownership of, and responsibility for Customer Data.  You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2    Reporting and analysis based on Customer Data.  The Services allow you to input and store details of your recipes and ingredients; and to access reports, data displays and information relating to your kitchen management and profitability.  All of the functions depend entirely on Customer Data (which includes, but without limitation, the information you, your Authorised Users, and your suppliers contribute and input).  We accept no liability for the information reports, data displays, recipes and ingredients compiled and displayed as part of the Services to the extent it is related to the Customer Data.  Without limiting any other provision of these terms, you are liable for the content of the Customer Data and for your use and interpretation of the results and reports produced by the Services as a result thereof.

6.3    Backup of Customer Data by us.  We shall use reasonable commercial endeavours to follow our archiving procedures for Customer Data as set out in our Data and Security Page, as such document may be amended by us in our sole discretion from time to time. 

6.4    Our liability for loss of Customer Data.  In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us in accordance with the archiving procedure described above. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

6.5    Privacy and Security Policy.  We shall, in providing the Services, comply with our Privacy and Security Policy relating to the privacy and security of the Customer Data available on the Website, as such document may be amended from time to time by us in our sole discretion.

6.6    We are a data processor. If we process any personal data on your behalf when performing our obligations under these terms, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:

(a) you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the Services and our other obligations under these terms;

(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these terms on your behalf;

(c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and

(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

7.   RECIPE CALCULATIONS, MENU MANAGEMENT AND REPORTING

7.1    Recipe Storage Tool and storage limit.  As part of our Services, you will have the option of uploading recipes and/or images to the recipe storage tool on our Website (Recipe Storage Tool).  The number of recipes and/or images that you are able to upload will depend on which membership package of the Services you subscribe to (details of which are set out on our Website from time to time and are also available to view in your account settings).  Any recipes and/or images which you upload will only be viewable by you, or any Authorised Users.

7.2    Loss of recipes and images you upload.  You should keep copies of all recipes and/or images that you upload to the Recipe Storage Tool.  We will have no liability to you for the loss of, or restricted access to, any recipes and/or images or if our Website is unavailable at any time or for any period.  Nor do we accept liability for any recipes deleted or amended by you or the Authorised Users.

7.3    Recipe Calculation Tool.  The recipe calculation tool aspect of the Services (Recipe Calculation Tool) will calculate dish costs based on your ingredient and price data that you put into the Software.  You can update your ingredients and prices as frequently as you like, your recipes will only be as accurate as the pricing you have in your system at that time.  The system will benefit from regular price updates to ensure it is up to date and reflective of the prices you pay to your suppliers.  When you update your pricing, this will migrate across all of your live recipes in the system and the dashboard will show alerts where relevant. 

7.4    Accuracy of ingredient and price information.  We also do not accept responsibility for the accuracy of any additional ingredients/prices entered in to the system by you, any Authorised Users, or your suppliers nor do we accept any responsibility for the performance of the system or the Recipe Storage Tool as a result of the use of the system on the Recipe Storage Tool by you, or your suppliers.

7.5    Articles published on the Website.  Articles published on our Website have been written by our team and/or third party contributors and relate to the Services and the operation of catering businesses in general.  We give no warranty as to the validity and contents of such articles and don’t accept any liability for your use or interpretation of those articles. 

7.6    Recipes and allergens.  Please read clause 5.4 in relation to allergens and recipes.  

8.   THIRD PARTY PROVIDERS

8.1    Third party providers (e.g. placing orders with third parties through our system).  You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk.   We have no liability for any act or omission of any such third party supplier, or any delays caused by failure of your supplier to receive any orders or message sent through the Services

8.2    We have no responsibility for third party providers you use. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party using our system or Services (including, that we have no liability for any reports and the content thereof generated by any electronic point of sale system connected to our system).  Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us.  We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website and/or services.   We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9.   OUR OBLIGATIONS

9.1    Reasonable care and skill. We undertake that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

9.2    Where we do not have any responsibility. The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents.  If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1.  Notwithstanding the foregoing, we:

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

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

10.   YOUR OBLIGATIONS

10.1 Your specific obligations.  You shall:

(a) provide us with:

(i)   all necessary co-operation in relation to these terms and the provision of the Services; and

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

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to your activities under the Contract;

(c) carry out all your responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in your provision of such assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with these terms, and you shall be responsible for any Authorised User’s breach of these terms;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for you, your contractors and agents to perform their obligations under these terms, including without limitation the Services;

(f) ensure that your network and systems comply with the relevant specifications provided by us from time to time;

(g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our 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; and

(h) be solely responsible for ensuring that any applicable third party provider can connect to our API and we shall have no liability in connection to you for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to any third party which connects or wishes to connect with our API. 

11.    CHARGES AND PAYMENT

11.1 Subscription Fees on Website.  The current monthly Subscription Fees for each of our membership packages and other add-ons forming part of the Services will be as quoted on our Website/sign up pages from time to time.

11.2 When do you have to pay the Subscription Fees?  The Subscription Fees shall be payable monthly or annually in advance (at your option).  Payment of the monthly Subscription Fees shall be taken once a month starting from the date you register to use the fee paying Services.  Payment of our annual Subscription Fees will be taken at the time you register for the fee paying Services.  We shall collect the Subscription Fees automatically from the payment method you have chosen on our Website.

11.3 Value added tax.  The Subscription Fees include VAT (where applicable).  However, if the rate of VAT changes, we reserve the right to adjust the Subscription Fees to take into account the change in VAT.  This will not affect the Subscription Fees for any month which you have already paid in full before the change in VAT takes effect.

11.4 Payment methods.  All payments must be made in pounds sterling or other currency specified on our Website, through one of the payment methods specified on our Website. 

11.5 Upgrades and payments.  Any upgrade to the Services will take effect immediately and your new monthly payment date will run from the date you upgrade. 

11.6 Alterations to the Subscription Fee.  We reserve the right to alter the Subscription Fees at any time.  We will notify you in advance by email of any increase in the Subscription Fees and you will have the option of cancelling your Subscription to the Services before the increase becomes effective.  If you do not cancel your subscription to the Services before the increase becomes effective we will collect the increased Subscription Fees from you in accordance with our usual procedures. 

11.7 Payment for additional add-ons.  Payment for any additional add-ons to the Services (which form part of the Services) purchased through your account settings will be deducted monthly in advance on the date you subscribed to the add-ons. 

11.8 Failed payments. If a payment fails when being processed through PayPal the Services will become inactive and the failed payment(s) will be reprocessed between 3-5 days after the initial payment attempt. If the failed payments run in to the following months, and the unpaid Subscription Fees will accrue and remain due and payable to us until they are processed successfully. The Services will remain inactive until the payment has successfully processed. If a payment fails, then the without prejudice to our rights or remedies, the Services will be suspended and the nominated administrator on your account holder will be notified.  If the lapsed payment exceeds three months, we reserve the right to delete your account. 

11.9 Dormant accounts and deletion of Customer Data. If your account is dormant or suspended (for example and without limitation, the Subscription Fees are not paid when due for whatever reason) for 3 months, we have the right to cancel your account and delete all associated Customer Data.   Within those 3 months you are able resubmit your payment details in order to restart/reactivate your account and to access the Customer Data you have stored. 

11.10   Checking that Subscription Fees are correct.  It is your responsibility to check that the Subscription Fees being charged are correct, and you are being charged the correct amount.  It does not fall under our support team’s time to check values and subscriptions as you can access your account to view historic charges and purchases.  Through the account settings you can view your payment history and make any adjustments as necessary.

11.11   Payments without any deductions.  All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12.   PROPRIETARY RIGHTS

12.1 We own all IPR in the Services and Documents.  You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Software, the Services and the Documentation. Except as expressly stated herein, these terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, the Services or the Documentation.

13.    CONFIDENTIALITY

13.1 What is confidential information? Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms.  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; or

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

13.2 Non-use and non-disclosure of Confidential Information.  Subject to clause 13.4, each party shall hold the other’s Confidential Information in confidence and 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 these terms (including performance of its obligations hereunder).

13.3 Reasonable steps. 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 these terms.

13.4 Permitted disclosure for legal purposes.  A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

13.5 Loss caused by a third party.   Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

13.6 Public announcements. No party shall make, or permit any person to make, any public announcement concerning these terms 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.

13.7 This clause survives termination. The above provisions of this clause 13 shall survive termination of this Contract, however arising.

14.   INDEMNITY

14.1 Indemnity by you. You shall defend us, indemnify us and hold us harmless 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 your use of the Services and/or Documentation.

15.    LIMITATION OF LIABILITY

15.1 No responsibility for the results of the Services, and the Services are provided on an “as is” basis. Except as expressly and specifically provided in these terms:

(a) you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you (or someone on your behalf) in connection with the Services (including but without limitation the Customer Data), or any actions taken by us at your direction or request;

(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 these terms; and

(c) the Services and the Documentation are provided to you on an “as is” basis.

15.2 Matters we do not exclude liability for.  Nothing in these terms excludes our liability:

(a) for death or personal injury caused by our negligence; or

(b) for fraud or fraudulent misrepresentation; or

(c) for any matter in respect of which we cannot exclude liability under any applicable law.

15.3 Categories of losses excluded and our maximum liability.  Subject to clause 15.1 and clause 15.2:

(a) we 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, loss of income or revenue, loss of anticipated savings, management of waste or staff time, 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 or in connection with the Contract; and

(b) our 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 under or in connection with the Contract shall be limited to the total Subscription Fees paid by you for the month during which the claim arose.

16.    CANCELLATION OF, OR AMENDMENTS TO YOUR SUBSCRIPTION TO THE SERVICES

16.1 How you can cancel your subscription. You can cancel your subscription to the Services at any time through the cancellation process via your online account.  We will not accept cancellations through any other method, unless there is a fault with your online account. No refunds or credits will be provided for any Subscription Fees paid in advance.

16.2 Subscription Fees will continue to be paid until cancellation.  Until your subscription to the Services in cancelled by you using the process set out above; we will continue to deduct the applicable Subscription Fees from the nominated payment method in accordance with our usual collection procedures. 

16.3 No refunds for payments made.  Subscription Fees are paid monthly in advance and there will be no refunds or credits for partial months of Services, upgrade/downgrade accounts, cancellations, or for months unused with an open account. 

16.4 Deletion of Customer Data during the cancellation process. All Customer Data related to your account will be deleted 3 months after the date of cancellation of your account.  Following such deletion neither you nor we will be able to recover the Customer Data (which includes, but without limitation, recipes, pricing, data and reports). You will have the option of printing off a copy of any recipes or images before your subscription to the Services is terminated. 

16.5 Our right to cancel your subscription.  We may terminate your subscription to the Services at any time by giving you not less than 14 days notice by email.  If we cancel pursuant to this clause, we will cease charging you for the Services from the date of cancellation, and will refund any Subscription Fees paid by you for any period after the date of cancellation. 

16.6 Our right to suspend or terminate your subscription to the Services for a breach by you of these terms. We reserve the right to suspend or terminate your subscription to the Services at any time by an email notice to you if you are in breach of any provision of these terms, our Website Terms of Use, Acceptable Use, and Privacy Policy.

16.7 Other consequences of termination of the Services. On termination of your subscription to the Services for any reason:

(a) all licences granted under these terms shall immediately terminate and you shall immediately cease all use of the Services and/or the Documentation;

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

(c) we will delete, destroy or otherwise dispose of any of the Customer Data in our possession 3 months after the date of termination of your subscription to the Services for whatever reason (although you may export certain Customer Data from the system prior to termination of your subscription to the Services); and

(d) 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 the agreement which existed at or before the date of termination shall not be affected or prejudiced.

17.    FORCE MAJEURE

17.1 No liability for events beyond our reasonable control. We shall have no liability to you under these terms and shall not be in breach of the Contract if we are prevented from or delayed in performing our obligations under the Contract, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of 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 within a reasonable time of such event coming to our attention.

18.    GENERAL

18.1 Inconsistency. If there is an inconsistency between any of the provisions in these terms and the Website, the provisions in these terms shall prevail.

18.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.

18.3 Rights and remedies. Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

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

18.5 Entire agreement. The Contract constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

18.6 No reliance.  Each party acknowledges that in subscribing to the Services it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.7 Assignment by the customer. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

18.8 Assignment by us. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under the Contract.

18.9 No partnership or agency. Nothing in the Contract 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).

18.10 Third party rights. The Contract does not confer any rights on any person or party (other than the parties to the Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.11   Rules of interpretation: In this Contract (a) clause headings shall not affect the interpretation of these terms; (b) a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality); (c) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established; (d) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; and (e) unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

18.12   Governing law.  The Contract 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 England and Wales.

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

19.    OUR RIGHT TO VARY THESE TERMS

19.1 Changes to these terms.  We reserve the right to revise and amend these terms at any time, for example (without limitation) to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

19.2 Notification of changes to the terms.  We will notify you of any change to these terms by email, and the varied terms will apply to the Contract with effect from the date we notify you.  Any change to the terms will not affect your right to cancel your subscription to the Services in accordance with these terms.