Terms and Conditions for use of foodspecifications.com
website
Please read these terms and conditions carefully, as they contain important
information about the Customer’s rights and obligations. In particular, We draw
the Customer’s attention to clause 13 (Customer’s Obligations) and clause 17
(Liability).
0.1 Summary
Subject to the following Terms and Conditions, foodspecifications.com provides
our customers with a service for collecting, managing and distributing food specification and nutritional information.
We provide your suppliers with a means of providing you with that information for the products they supply to you, a set of tools via your desktop that allows you to see which suppliers are providing you with the information you request, and a means of providing that information via customisable fact sheets for all of your customers, and full technical specifications for those customers to whom you give authorisation.
We will answer any questions your suppliers or customers may have regarding their use of the service as soon as is practicable.
We do not, and cannot enforce completion of that information by your suppliers as we do not have your customer/supplier relationship
1. Definitions and Interpretation
1.1 In these terms and conditions the following words and phrases shall have the
following meanings unless the context otherwise requires:
"Brochure" means the catalogue of food products and the technical information
associated with each product as created by the Customer to be displayed on the
Website.
"Confirmation" means the confirmation of acceptance of the Customer’s order as
set out in clause 5.2.
"Contract" means these terms and conditions and the completed registration form
on the Website.
"Customer" means the company or business in the food industry named on the
registration form on the Website.
"Error" means a User Error and/or a Service Error.
"FS" means Food Specifications Ltd, a company registered in England with company
number 6593704 whose registered office is at 2 Coxley Dell, Horbury, West
Yorkshire, WF4 5LF.
"Intellectual Property" means all intellectual property rights anywhere in the
world (including present and future intellectual property rights) relating to
any confidential information, business names, copyright, database rights,
patents, trade or service marks, designs, software, software programs and
source code and all variations, modifications or enhancements to each of them
together with any application or right to apply for registration of these
rights.
"Maintenance Update" means a modification or addition to the Service that
resolves a Service Error.
"Monthly Charge" means the charge for a Subscription to the Service for a
calendar month as set out on the Website.
"Service" means the service provided by Us on the Website.
"Service Error" means any material error in the operation of or functionality of
the Service which is reported to FS in accordance with clause 9.
"Subscription" means the Customer’s subscription to use the Service and
the Website.
"Supplier" means a supplier of the Customer who is invited by the Customer to
access the Website to create a Brochure for the Supplier’s products.
"the Website" means the FS website at www.foodspecifications.com or such other
website address as We may notify to the Customer from time to time.
"User Error" means any problem which the Customer has using the Service that is
reported to FS in accordance with clause 9.
"We" or "Us" means FS.
"Working Days" means Monday to Friday excluding bank and public holidays in
England.
"Working Hours" means from 09.00 to 17.00 on a Business Day.
"You" or "yours" means the Customer.
2. The Duration of this Contract
2.1 FS grants the Customer a non-exclusive, non-transferable licence to use the
Service and make the Service available to Suppliers during the continuation of
this Contract. This Contract shall commence on the date on which the Customer
pays the initial Monthly Charge and continue for consecutive periods of one
month subject to FS receiving payment of the Monthly Charge in advance unless
this Contract is terminated in accordance with clause 18.
3. Provision of the Service
3.1 No order placed by the Customer shall be deemed to be accepted by
Us until the Confirmation is issued by Us.
3.2 We warrant that:
(a) We have a right to license the Service to the Customer;
(b) We will provide the Service with reasonable skill and care;
(c) We will take appropriate measures to back up the Service and the
Brochures; and
(d) We will keep confidential any information that the Customer has
notified Us in writing or by completing the relevant fields on the Website to
be confidential.
3.3 We do Our best to ensure all information on the Website is
displayed accurately. If You find any information on the Website that is
displayed inaccurately let Us know by email to info@foodspecifications.com and
We will use Our reasonable endeavours to correct it, where We agree, as soon as
practicable.
4. Charges
4.1 The Monthly Charge will be as agreed between the Customer and FS.
The Monthly Charge is payable immediately on completion of the registration
form on the Website and monthly in advance thereafter.
4.2 The Monthly Charge is non refundable. The Monthly Charge is
exclusive of VAT.
4.3 The Monthly Charge is payable monthly in advance. The Service
shall not be provided and the Website may not be made available to the Customer
until such time as the Monthly Charge has been paid.
5. Payment
5.1 The initial Monthly Charge may be paid by cheque or Google
Checkout and all subsequent payments of the Monthly Charge shall be made by
standing order or direct debit to our bank account, the details of which shall
be notified to you in writing.
5.2 We are entitled to refuse any Subscription request placed by the
Customer. If the Customer’s Subscription request is accepted, We will issue the
Confirmation to the email address given to Us by the Customer on the online
registration form. We will provide a user IDs and unique password to the
Customer on Confirmation. An invoice will be sent to the Customer with the
Confirmation.
5.3 The Customer undertakes that all details it provides to Us for the
purpose of subscribing to the Service will be correct including the information
in the online registration form, that the payment of the Monthly Charge has
been authorised by the Customer. We reserve the right to obtain payment in
advance or validation of the Customer’s credit status before providing the
Confirmation.
5.4 No payment shall be deemed to have been received until We have
received cleared funds. All payments shall be made in pounds sterling.
5.5 The Customer shall make all payments due under the Contract in
full without any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise.
5.6 We reserve the right to suspend access to the Service and the
Website from the date on which the Customer’s Subscription for the preceding
month expires until such time as We receive payment of the Monthly Charge to
renew the Customer’s Subscription to the Service.
5.7 If the Customer fails to pay FS any sum due pursuant to this
Contract by 7 days after the due date for payment the Customer shall be liable
to pay interest to FS on such sum from the due date for payment at the annual
rate of 4% above the base lending rate from time to time of Lloyds TSB Bank
PLC, accruing on a daily basis until payment is made, whether before or after
any judgment.
6. Security of the Service
6.1 In order to access the Service the Customer will be issued a
unique password and user IDs on Confirmation. The Customer is responsible for
the security and proper use of all user IDs and passwords used in connection
with the Service (including changing passwords on a regular basis) and must
take all necessary steps to ensure that they are kept confidential, secure,
used properly and not disclosed to unauthorised persons.
6.2 The Customer must IMMEDIATELY inform Us if there is any reason to
believe that a user ID or password has or is likely to become known to someone
not authorised to use it or is being or is likely to be used in an unauthorised
way.
6.3 We reserve the right to suspend user ID and password access to the
Service if at any time We consider that there has been, is or is likely to be a
breach of security.
6.4 We reserve the right (at Our sole discretion) to require the
Customer to change any or all of the passwords used by the Customer in
connection with the Service.
7. Use of the Service
7.1 The Service is provided solely for the Customer's own use and use
by Suppliers and the Customer will not share or resell or attempt to resell the
Service or materials or allow access to the Service (or any part or facility of
it) to any third party .
7.2 The Customer’s access to the Service is subject to the following
restrictions:
(a) the Customer must not commercially exploit the Service in whole or
in part; and
(b) the Customer must not:
(i) download and store electronically, reproduce, transmit, display,
copy, or distribute any materials contained in the Service except where
downloading and storing Brochures and other information is expressly permitted;
(ii) sub-license, rent, lease, transfer or attempt to assign the
rights in the Service to any other person and any dealing in contravention of
this sub-clause 7.2(b) (ii) shall be ineffective;
(iii) use the Service except as permitted by this Contract; or
(iv) allow any person other than an employee, agent or consultant of
the Customer to use the Service.
7.3 The Customer understands that We do not control or endorse the
contents of any Brochure in any way. All Brochures are published in good faith
but We do not (to the extent permitted by applicable law) accept responsibility
for the accuracy or otherwise of Brochures and the use of Brochures.
7.4 The Service must not be used:
(a) fraudulently or in connection with a criminal offence or giving
rise to any civil liability;
(b) in breach of any reasonable instructions We have given.
7.5 If the Customer or anyone else, with or without the Customer's
knowledge or approval, uses the Service in contravention of clauses 7.1, 7.2 or
7.4, FS may treat the contravention as a material breach of this Contract which
cannot be remedied for the purposes of clause 18. 7.6 We reserve the right to
suspend your access to the Service if at any time We reasonably consider that
there has been or is likely to be a breach of any of the terms of this
Contract.
8. Creating a Brochure
8.1 By adding a Brochure to the Website the Customer grants FS an
exclusive, royalty free and perpetual licence to publish the Brochure on the
Website. Copyright in the Brochure will be owned by the Customer. The Customer
warrants to FS that any of its employees, agents or sub-contractors who have
contributed to the Brochure have waived their moral rights to be identified as
the author of the Brochure.
8.2 The Customer warrants to FS that the Brochure is not defamatory,
does not infringe any UK laws, does not infringe the intellectual property of
any third party, and that the Customer has the right to give FS permission to
publish the Brochure on the Website. You must make sure there is no legal
obligation, contract or other restriction which prevents you from making the
Brochure available on the Website.
8.3 We reserve the right to refuse to publish any Brochure or remove
any Brochure if we reasonably believe that it is defamatory, infringes UK laws
or infringes the intellectual property of any third party. We will notify you
in writing and give you the opportunity to make changes to the Brochure to make
it suitable for publication on the Website.
9. Support Service
9.1 During the continuation of this Contract, FS shall provide the
Customer with all or any of the following Support Services:
(a) For an urgent Error, the Customer can telephone FS’s telephone
hotline which is available during Working Hours to log an Error.
(b) For an Error which is not urgent the Customer can e-mail FS to log
the Error.
(c) Outside of Working Hours the Customer can e-mail FS to log an
Error.
9.2 To log an Error the Customer must submit sufficient material and
information to enable FS support staff to duplicate the Error. On receipt of an
Error logged by email FS personnel may telephone the Customer to obtain further
information on the Error. FS will allocate a unique call reference number to
every Error. FS will respond to all Errors within 24 hours of the time when the
Error was received by FS. When an Error is logged outside of Working Hours the
response time shall be calculated from 9 am on the next Working Day.
9.3 When FS support staff accept a User Error they will use reasonable
endeavours to resolve it in a telephone call to the Customer or, if that is not
possible, to provide the Customer with an estimate of the time necessary to
resolve the User Error. Time estimates are not guaranteed and FS shall have no
liability for any loss, claim, cost, expense or damage suffered by the Customer
or End Users as a result of FS not resolving a User Error within the time
estimated.
10. Service Errors and Maintenance Updates
10.1 If the Customer discovers a Service Error, then the Customer
shall notify FS of the Service Error in question in accordance with the
provisions of clause 9 and provide FS (so far as the Customer is able) with a
documented example of such defect or error.
0.2 FS shall thereupon use its reasonable endeavours to correct such
Service Error. As soon as possible after a Maintenance Update has been
completed, FS shall apply the Maintenance Update to the Service and shall if
necessary notify the Customer of any unavailability of the Service in
accordance with clause 12.2.
10.3 FS reserves the right to correct Service Errors which in its
reasonable opinion are non-critical in a non-urgent Maintenance Update and
shall include them in the next Maintenance Update to be issued after the
Service Error has been notified to FS.
10.4 Subject to clause 10.3, when FS support staff accept a Service
Error which requires a fault in the Service to be fixed they will provide an
estimated fix time to the Customer which is the best estimate of the amount of
time necessary to fix the Service Error. No fix times are guaranteed and FS
shall have no liability for any loss, claim, cost, expense or damage suffered
by the Customer as a result of FS not fixing a Service Error within the
estimated time.
11. Excluded Support
11.1 FS shall be under no obligation to provide the Support Service in
respect of:
(a) incorrect or unauthorised use of the Service or operator error;
(b) use of the Service with computer equipment that does not meet any
relevant technical specification given by FS; or
(c) any User Error resulting from the Brochure or information
incorrectly inputted by the Customer or Supplier.
11.2 FS shall upon request by the Customer provide the Support Service
notwithstanding that the fault results from any of the circumstances described
in clause 11.1 above or does not constitute a Service Error. Any time spent by
FS investigating and resolving such faults will be chargeable at FS’s standard
hourly charge. FS shall invoice the Customer for such charges at its discretion
and such charges shall be paid in accordance with clause 5.
11.3 FS shall not be obliged to make modifications or provide support
in relation to the Customer’s computer hardware, internet connections,
operating system software, or third party application software.
12. Availability of the Service
12.1 We will try to make the Website and the Service available but
cannot guarantee that the Website and the Service will operate continuously or
without interruptions or be error free and can accept no liability for its
unavailability.
12.2 Occasionally We may:-
(a) for operational reasons change the technical specification of the
Service;
(b) temporarily suspend the Service for operational reasons such as
repair, maintenance or improvement of the Service or because of an emergency,
but before doing so We will use Our best endeavours to carry out non-emergency
maintenance work outside of Working Hours. If We have to carry out maintenance
work during Working Hours We will use Our best endeavours to give as much
online, written or oral notice as is reasonably practicable.
We will restore the Service as soon as We reasonably can after
temporary suspension.
13. Customer’s Obligations
13.1 During the term of this Contract and while using the Service the
Customer shall:-
(a) issue a welcome letter (to be substantially in the format supplied
by FS) to all Suppliers and include in such welcome letter the access code
supplied by FS to allow the Supplier to access the Service;
(b) ensure that the Brochure and any other text, photographs,
graphics, logos, or other materials uploaded into the Service do not contain
any infection, viruses and/or other code that has contaminating or destructive
properties;
(c) not attempt to interfere with the proper working of the Service
and, in particular, the Customer must not attempt to circumvent security,
tamper with, hack into, or otherwise disrupt any computer system, server,
website, router or any other internet connected device;
(d) ensure that it notifies FS:-
(i) which of the other subscribers to the Website and Suppliers are to
be given access to the Brochure; and
(ii) if any information in the Brochure is to remain confidential;
(e) only use the Service and ensure that its employees,
sub-contractors and agents only use the Service in accordance with this
Contract; and
(f) ensure that its computer system meets all relevant technical
specifications necessary to use the Service and shall notify Suppliers of any
relevant technical specifications necessary to use the Service.
14. Intellectual Property Rights
14.1 The Customer acknowledges that any and all of the Intellectual
Property used and embodied in the Service is and shall remain the property of
FS and the Customer shall not during or at any time after the expiry of or
termination of this Contract in any way question or dispute the ownership or
any such rights by FS.
14.2 The Customer also acknowledges that the Intellectual Property
belonging to FS is only used by the Customer with the consent of FS and during
continuation of this Contract.
14.3 The Customer hereby grants to FS a licence for FS to use, display
and publish the Customer’s logo, trade marks, service marks and branding as
such are included in the Brochure during the continuation of this Contract.
15. Confidentiality
15.1 The parties will keep in confidence any information (whether
written or oral) of a confidential nature obtained under this Contract and will
not disclose that information to any person (other than their employees or
professional advisers, or in the case of FS, their sub-contractors, agents or
suppliers who need to know the information) without the written consent of the
other party.
15.2 This clause 15 will not apply to:
(a) any information which has been published other than through a
breach of this Contract;
(b) information lawfully in the possession of the recipient before the
disclosure under this Contract took place;
(c) information obtained from a third party who is free to disclose
it; and
(d) information which a party is requested to disclose and if it did
not could be required by law to do so.
15.3 This clause 15 will remain in effect not withstanding any
termination of this Contract.
16. Linked Websites
We make no representations whatsoever about any other websites which
the Customer may access through the Website. When the Customer accesses any
other website the Customer understands that it is independent from FS and that
We have no control over the content or availability of that website. In
addition, a link to any other website does not mean that We endorse or accept
any responsibility for the content, or the use of, such a website and shall not
be liable for any loss or damage caused or alleged to be caused by or in
connection with use of or reliance on any content, goods or services available
on or through any other web or resource. Any concerns regarding any external
link should be directed to its website administrator or web master.
17. Limitation of liability
17.1 Except as set out in clause 3.2, We exclude all express or
implied terms, conditions, warranties, representations or endorsements
whatsoever with regard to the Service, the Website or any information or
service provided through the Website. We will do Our best to ensure that all
information and content in the Service are displayed accurately, but please
note that Brochures are provided by Customers and not verified by Us and all
other content and information contained in the Service are provided on an ‘as
is’ basis. The Customer assumes total responsibility and risk for the
Customer’s use of materials, content and information contained in the Service.
17.2 In circumstances where the Customer suffers loss or damage
arising out of or in connection with the viewing, use or performance of the
Service, We accept no liability for this loss or damage (except where We have
been negligent) whether due to inaccuracy, error, omission or any other cause
and whether on the part of FS or its servants, agents or any other person or
entity.
17.3 If FS are liable to the Customer for any reason, its liability
will be limited to:
(a) £5,000 for one event or series of connected events; and
(b) £10,000 for all events occurring during any twelve month period.
17.4 The limit set out in clause 17.3 does not apply to any liability
We may have for death or personal injury resulting from FS’s negligence or for
FS’s fraudulent misrepresentation.
17.5 The Customer is responsible for ensuring that its computer system
meets all relevant technical specifications necessary to use the Service and is
compatible with the Website. The Customer also understands that We cannot and
do not guarantee or warrant that the Service will be free from infection,
viruses and/or other code that has contaminating or destructive properties. The
Customer is responsible for implementing sufficient procedures and virus checks
(including anti-virus and other security checks) to satisfy its particular
requirements for the accuracy of data input and output.
18. Termination
18.1 Either party may terminate this Contract immediately on written
notice to the other if the other:
(a) commits a material breach of this Contract, which is capable of
remedy, and fails to remedy the breach within a reasonable time of a written
notice to do so; or
(b) commits a material breach of this Contract which cannot be
remedied; or
(c) is repeatedly in breach of this Contract; or
(d) is the subject of a bankruptcy order, or becomes insolvent, or
makes any arrangement or composition with or assignment for the benefit of its
creditors, or if it goes into voluntary (otherwise than for reconstruction or
amalgamation) or compulsory liquidation, or a receiver or administrator is
appointed over its assets (or any similar proceedings are brought against it in
any other jurisdiction).
18.2 On termination or expiry of this Contract:
(a) the licence to use the Services granted in clause 2.1 shall end
and FS shall cease to make the Service available to the Customer and any
non-subscribing suppliers that are unique to the customer;
(b) the Customer shall immediately notify any non-subscribing and
unique Suppliers that the Service is no longer available; and
(c) FS shall invoice the Customer for all outstanding charges due as
at the date of termination and if the Contract is terminated during a calendar
month then the Customer shall be liable to pay the Monthly Charge for the whole
of such calendar month unless there has been a material breach of the contract by FS.
18.3 Termination of this Contract shall be without prejudice to the
rights of the parties accrued before termination.
19. Assignment and sub-contracts
19.1 We will not assign or transfer in whole or in part any of FS’s
rights or obligations under this Contract without the Customer’s prior written
consent.
19.2 We reserve the right to sub-contract the performance of the
Services under this Contract. We shall not be relieved from any of FS’s
obligations under this Contract by entering into any sub-contract for the
performance of any part of this Contract, and if it is anticated that there will be a change in the Customer's experience of the service, FS agree to inform the Customer of the intended changes.
20. Force majeure
Neither party shall have any liability under or be deemed to be in
breach of this Contract for any delays or failures in performance of this
Contract that result from circumstances beyond the reasonable control of that
party including but not limited to act of God, fire, flood, war, acts of
violence, or any other similar occurrence. If such circumstances continue for a
continuous period of more than six (6) months, either party may terminate this
Contract by written notice to the other party.
21. Data Protection
In order to provide the Service to the Customer it may be necessary to
process personal data about the Customer and Suppliers (including names,
addresses and email addresses). Such data will be used by Us in accordance with
the Data Protection Act 1998.
22. General
22.1 This Contract shall not constitute or imply any partnership,
joint venture, agency, fiduciary relationship or other relationship between the
parties other than the contractual relationship expressly provided for in this
Contract.
22.2 Notwithstanding that the whole or any part of any provision of
this Contract may prove to be illegal or unenforceable the other provisions of
this Contract and the remainder of the provision in question shall remain in
full force and effect.
22.3 For the avoidance of doubt nothing in this Contract shall confer
on any third party any benefit or the right to enforce any term of this
Contract.
22.4 The failure on the part of either party to exercise or enforce
any right conferred by this Contract shall not be deemed to be a waiver of any
such right nor operate so as to bar the exercise or enforcement of such right
or of any other right on any later occasion.
22.5 This Contract may not be released, discharged, supplemented,
interpreted, amended, varied or modified in any manner except by an instrument
in writing signed by a duly authorised officer or representative of each of the
parties hereto.
22.6 This Contract shall be on these terms and conditions to the
exclusion of all other terms and conditions (including any terms or conditions
which the Customer purports to apply under any purchase order, confirmation of
order, specification or other document).
22.7 This Contract constitutes the whole Contract between the parties
and supersedes all previous Contracts between the parties relating to its
subject matter. Each party acknowledges that, in entering into this Contract,
it has not relied on, and shall have no right or remedy in respect of, any
statement, representation, assurance or warranty (whether made negligently or
innocently) other than as expressly set out in this Contract. Nothing in this
clause 22.7 shall limit or exclude any liability for fraud.
22.8 We may alter these terms and conditions from time to time and
post the new version on the Website, following which all subscriptions for the
Service will be governed by that version.
23. Communications
23.1 If the Customer wishes to contact Us with regard to this Contract
FS’s contact details are as follows:- Food Specifications Ltd 2 Coxley Dell,
Horbury West Yorkshire WF4 5LF M: 07917 718838 e:
info@foodspecifications.com
23.2 All communications to Us in relation to this Contract must be in
writing sent by post to the address set out above or by email to the address
set out above. We will contact the Customer at the address or email address set
out during the registration process unless the Customer has notified Us in
writing of an alternative address or email address.
23.3 All communications sent by post will be deemed to be received 48
hours after posting and all communications sent by email will be deemed to be
received at the time of transmission providing that a telephone call is made
warning the recipient that an email message has been sent to him and a hard
copy of such notice is also sent by first class recorded delivery post on the
same day as that on which the email is sent.
24. Proper law and jurisdiction
This Contract shall be governed by and construed in accordance with
the laws of England and Wales and each party hereby irrevocably submits to the
jurisdiction of the English Courts. The parties’ submission to this
jurisdiction does not limit FS’s rights to commence any proceedings arising out
of this Contract in any other jurisdiction We may consider appropriate.