Ingredifind Restaurant Account Terms and Conditions
We are Ingredifind Ltd, a company registered in England and Wales under company number 13780661, with its registered office at 12 New Fetter Lane, London, United Kingdom, EC4A 1JP (the "Company"). The Company operates the website www.ingredifind.com, and our service is also made available through our mobile application both of which allow end users to view current ingredient information as uploaded by participating restaurants in respect of dishes that they offer to their customers (together the "Platform").
By: registering or continuing to use an Account; and/or agreeing a Services Order Form, these Ingredifind Restaurant Account Terms and Conditions ("Terms") will apply to you and any business which you represent as our Customer and you agree to these Terms as well as to Orders described in a Services Order Form. You should read the Terms carefully before registering an Account or agreeing to a Services Order Form. You indicate your agreement to a Service Order Form by signing or click accepting it or by continuing to use (or allowing continued use of) the Platform in respect of your Restaurant after presentation of a Services Order Form by us to you or your staff.
References in these Terms to “you”, “your” or “Customer” mean the legal entity or person identified as Customer in a Services Order Form and any person or legal entity on whose behalf an Account is registered and used. If Restaurants are operated on your behalf by a third party you are responsible for ensuring that these Terms are fully complied with by that third party and its staff and subcontractors and agree that you will be liable to the Company for any breach of these Terms caused by such third parties or their staff and subcontractors. References to "we", "us" or "our" mean the Company.
1. UNDERSTANDING THESE TERMS
1.1 These Terms are divided into two parts:
1.1.1 Part 1: Definitions and Rules of Interpretation. These contain certain words and phrases that are used throughout these Terms (and in our Services Order Forms) and which have specific meanings (these are known as defined terms). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used anywhere in these Terms, it has the meaning given to it in Part 1. As well as defined terms, Part 1 also contains some further rules of interpretation to help with understanding these Terms.
1.1.2 Part 2: General Terms and Conditions. These set out the Terms applicable to Accounts on the Platform and describe how you may upload ingredient and allergen information to the Platform if you register an Account.
1.2 If you are acting on behalf of your employer or a business when you register an Account, you represent and warrant that:
1.2.1 you have full legal authority to bind your employer or that business;
1.2.2 you agree to these Terms on behalf of the business that you represent; and
1.2.3 you will ensure that all staff and sub-contractors engaged in connection with the operation of the Restaurant(s) in relation to which an Account is operated fully comply with the obligations agreed to by you pursuant to these Terms.
1.3 Please note that use of our Platform is also governed by our User Account Terms and Conditions (Ingredifind User Account Terms and Conditions). You agree to comply with these terms and conditions when using the Platform.
PART 1: DEFINITIONS AND RULES OF INTERPRETATION
2.1 In these Terms and our Services Order Forms:
"Account" means a registered account used to access certain features of the Platform;
"Active" means a Restaurant is shown on the Platform and is visible to End Users;
"Confidential Information” means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of one party to another in writing, orally, through visual means and shall include: trade secrets, knowhow, designs, specifications, present or future products or services (including in connection with the provision of the Platform), inventions, prototypes, algorithms, software code of any kind or nature, including confidential recipes, information or data revealed in the provision of the Platform or disclosed by other means, technology, engineering, architectures, hardware configuration information, business activities and operations, customer lists, reports, studies and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed;
"Content" means any ingredient information or allergen information or other information uploaded, supplied and/or provided by a Registered User on or via the Platform or which is otherwise made available to End Users including information marked as reviewed and information marked as unreviewed;
“Customer” means the legal entity or person identified as customer in a Services Order Form or as part of the Account registration process;
"Days" means calendar days;
“End User” means an end user of the Company or a member of its group’s services;
"Fee(s)" means the fees payable from time to time per location and subscription period as are detailed in a Services Order Form and/or on our Platform;
"Intellectual Property Rights" means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world and related goodwill;
“Order” means each order made using a Services Order Form;
"Party" means each of you and us;
"Registered User" means a person or business who has registered an Account on the Platform;
"Restaurant(s)" or “Location(s)” means each restaurant location in respect of which you submit Content or in respect of which Content is published on the Platform including those restaurants / locations identified in a Services Order Form;
“Services Order Form” means any Ingredifind Services order form(s) agreed between Customer and the Company;
“Services” the services detailed in a Service Order Form;
"VAT" means value added tax or similar sales taxes.
3. RULES OF INTERPRETATION
3.1 In these Terms:
3.1.1 use of the singular includes the plural and vice versa;
3.1.2 any references to a "person" or "entity" shall be construed so as to include any individual, firm, company or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
3.1.3 any reference to a statute, statutory provision, subordinate legislation, code or guideline ("legislation") is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
3.1.4 any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
3.1.5 in writing includes by email unless otherwise indicated.
PART 2: GENERAL TERMS AND CONDITIONS
4. YOUR ACCOUNT
4.1 In order for you to add or for us to make available your Content you will need to register an Account with us and create a profile on the Platform. When you register an Account, you will be asked to provide certain information (such as your email address) and to create a password, as part of our security procedures. You warrant that you will ensure that all such information is full and accurate. You must also pay the required Fee before a Restaurant is Active and continue to comply with these Terms to remain Active. You must treat such password as confidential and you must not disclose it to any third party. You should use a password unique to the Platform to reduce the risk of unauthorised access to your Account. Please note that you can only register one Account per email address.
4.2 You must be aged 18 or over to register an Account with us.
4.3 If you are registering an Account on behalf of a business, we will ask you to confirm this during the registration process.
4.4 We have the right to disable any Accounts and/or passwords, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
4.5 If you know or suspect that anyone other than you knows your Account login details, you should change your password and must immediately notify us at email@example.com
4.6 You are responsible for any unauthorised use of your Account.
5. USING THE PLATFORM
5.1 You will not:
5.1.1 use the Platform in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms or any direction given by or on behalf of the Company;
5.1.2 infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform (to the extent that such use is not licensed under these Terms);
5.1.3 provide or allow the continued use of any false or misleading information in your Account details;
5.1.4 post any Content on the Platform; make it available via the Platform or our service; or allow the continued publication of Content that is false, inaccurate, misleading, defamatory, offensive or otherwise objectionable;
5.1.5 use the Platform by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Platform for use within a third party Platform or application;
5.1.6 collect or harvest any information or data from our systems or attempt to decipher any transmission to or from the servers running the Platform;
5.1.7 by any act or omission bring the Platform and/or the Company and/or any of our affiliates into disrepute;
5.1.8 copy, or otherwise reproduce or re-sell any part of the Platform unless expressly permitted to do so in these Terms;
5.1.9 access, query or search the Platform with any automated system, other than through our published interfaces;
5.1.10 circumvent any technical measures we use to provide and/or secure the Platform; and
5.1.11 create multiple accounts to evade punishment or avoid restrictions.
5.2 If you are a Registered User, you agree:
5.2.1 that all information related to your Account, including your email address and postal address, will be kept accurate and up to date at all times; and
5.2.2 to comply with these Terms at all times.
5.3 As per clause 6 in these Terms, you are responsible for ensuring at all times that the Content in respect of your Restaurants is full and accurate. If at any time you become aware of any Content or information regarding your Restaurant or Account that breaches these Terms and/or is in any way incomplete or inaccurate, you must contact us immediately on firstname.lastname@example.org providing details of: (i) the date on which the Content in question was originally posted and where it can be found on the Platform; (ii) the name of the person or business who posted it; (iii) reasons why the Content should be deleted, updated and/or corrected; (iv) confirmation that you have made all necessary deletions, updates and/or corrections and full details of all changes made and (v) copies of any communication with the person who posted it (if any).
6.1 Content regarding a Restaurant can be Active on the Platform provided that all Fees due have been paid.
6.2 When posting and/or in respect of any Content which is made available via the Platform in respect of your Restaurant(s) you agree (and undertake and warrant that at all times you will ensure full compliance with the following) both in respect of Content which is marked reviewed and that which is marked unreviewed on the Platform:
6.2.1 that you are responsible for ensuring at all times that all the ingredients and allergens described in the Content as published at any time on or made available via the Platform (and likewise as published by you or on your behalf in respect of your restaurant(s)) are full, accurate and record everything included in dishes served by your Restaurants. Also, for providing full clear descriptions of each ingredient and allergen in English (and any other language requested by the Platform), including, without limitation, by reference to the definitions referenced at clause 6.3 below. For the avoidance of doubt, these obligations also apply in respect of all ingredients and allergens contained in third party products which your Restaurant(s) use;
6.2.2 that you will maintain the list of ingredients and allergens in the Content to ensure it is always up to date for consumers to view and that you and your agents promptly and accurately answer any questions which are asked regarding the same;
6.2.3 that any photos you upload or make available as part of the Content are accurate and representative of the relevant meal; and
6.2.4 to ensure that you and your staff ensure that only ingredients listed in the Contents are included in dishes which are served by you or on your behalf.
6.3 Definitions of allergens used on or made available via the Platform are available [ingredifind.com/definitions]. It is your responsibility to check these definitions and to confirm that the Content that is posted in respect of your Restaurant(s) assumes the meanings given to allergens which are set out in these definitions. End Users of the Ingredifind service will make their decisions based on these definitions.
7.1 The Fees and payment terms are set out in our Services Order Forms and/or on the Platform. Fees will not be charged for periods where you deactivate a Restaurant using the deactivation function on the Platform. You agree to pay all Fees before Content in respect of a Restaurant to which the Fees relate is displayed on the Platform. The Fee is shown exclusive of VAT and other taxes and duties (as may be applicable from time to time) which you also agree to pay at the same time as the Ingredifind Fee is due.
7.2 We have the right to make changes to any Fee from time to time, although we shall provide you with at least thirty (30) days' notice of such a change.
8. SUSPENSION AND TERMINATION
Suspension and Termination by you
8.1 If you deactivate a Restaurant, the Restaurant will not be Active and the Content relevant to that Restaurant will only remain accessible to your Account and the Company. You can deactivate your Restaurant by signing in and clicking “deactivate” under “Account”.
8.2 You may cancel your agreement to these Terms by cancelling your Account on the Platform or by providing at least thirty (30) days written notice by email to email@example.com. You can cancel your Account by signing in and clicking “delete account” under “Account” and will be cancelled immediately. There are no refunds upon cancelation.
Suspension and Termination by us
8.3 If you breach any of these Terms, we may immediately do any or all of the following (without limitation and/or prejudice to our rights and remedies):
8.3.1 issue a warning to you;
8.3.2 temporarily or permanently remove any Content uploaded by you to the Platform;
8.3.3 temporarily or permanently withdraw your right to use the Platform and the Services;
8.3.4 suspend or terminate your Account;
8.3.5 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
8.3.6 take further legal action against you; and/or
8.3.7 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so.
Consequences of termination
8.4 On termination of your Account for any reason:
8.4.1 Your Account will be deleted;
8.4.2 If applicable you shall immediately pay all outstanding unpaid Fees and other charges and fees due under these Terms;
8.4.3 your access to the Platform and right to receive the Services will be revoked; and
8.4.4 the licence granted in clause 9.1 will cease.
8.5 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
9. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
9.1 We grant to you a non-transferable, non-exclusive, revocable licence to use the Platform to receive the benefit of the Services provided that you and your staff comply with these Terms and the documents referred to in it. We reserve all other rights.
9.2 Save for your Content (referred to in clause 9.3), we are the owner or licensee of all Intellectual Property Rights in the Platform and its content and the Ingredifind name and mark. These works are protected by intellectual property laws and treaties around the world. All such rights are reserved.
9.3 You will retain ownership of your Content, subject to any pre-existing rights that third parties may have in such Content. If your Content contains material and/or content owned or generated by a third party, you shall ensure that you have permission from that third party to use such material and/or before posting your Content on the Platform.
9.4 You hereby grant us, to the greatest extent permissible by applicable law, a perpetual, irrevocable, sub-licensable, worldwide, royalty-free transferable licence to use your Content for the purposes of operating the Platform and our Services for End Users (and in particular ensuring that your Content is available), and for the purposes of advertising and promoting the Platform and our services in any and all media.
(a) Both you and we (a “Recipient”) shall protect (and shall ensure that our staff and subcontractors protect) all Confidential Information which is disclosed or becomes available to us (whether orally, in writing or in any other form) in connection with this Agreement using the same standards as the Recipient applies to its own comparable Confidential Information but in no event less than reasonable measures. The Recipient may only use Confidential Information in connection with meeting its obligations under and in connection with these Terms. For the avoidance of doubt, Ingredifind, its staff and suppliers are permitted to use the Content in connection with the operation of the Platform and the provision of Ingredifind’s services
(b) The Recipient’s confidentiality obligations will not apply to information: (i) already known to it at the time of disclosure without restrictions on disclosure; (ii) in the public domain or publicly available other than as a result of a breach of this Agreement; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) evidenced by contemporaneous written records as independently developed by it. The Recipient may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements. If any court, regulatory authority or legal process requires the Recipient to disclose information covered by this confidentiality obligation, then the Recipient may make any such disclosure, provided that the Recipient will, to the extent permitted by law: (A) advise the party which disclosed the Confidential information to it (the “Discloser”) promptly of any such requirement; (B) cooperate with the Discloser, at the Discloser’s expense, in responding to the requirement; and (C) use all reasonable endeavours to consult with the Discloser with a view to agreeing the timing, manner and extent of the disclosure. If the Recipient is unable to inform the Discloser before the Confidential Information is disclosed, it shall (to the extent permitted by law) fully inform the Discloser immediately afterwards in writing of the disclosure and the Confidential Information that was disclosed.
9.6 You warrant that:
9.6.1 you own, or have a licence to use in accordance with these Terms, all rights (including Intellectual Property Rights) in your Content;
9.6.2 the use by us (including the inclusion on the Platform by us) of any Content in accordance with these Terms shall not infringe the rights, including the Intellectual Property Rights, of any third party;
9.6.3 and accept full responsibility for ensuring that:
(a) each Restaurant(s) and its/their staff will ensure at all times that best industry health and safety measures are adopted and maintained to ensure that no harm comes to those who attend or consume food or drink from those Restaurants;
(b) each Restaurant will be operated fully in compliance with applicable law, including without limitation that applying to health and safety, food safety and food information; and
(c) public liability insurance cover is in place and will at all times be maintained which provides you as well as any third party which operates each Restaurant with cover in respect of those who attend or consume food or drink from those Restaurants. You understand that this is a condition of the Company making the Platform available in respect of the Restaurants and you undertake to promptly provide full details of such cover to us at any time if requested to do so and will promptly notify your insurance provider in the instance of your becoming aware of the possibility that an customer of any of your Restaurants has suffered an allergic reaction to products served by you.
9.7 You shall indemnify and hold us, our group companies and our directors harmless against any losses, costs, liabilities and expenses suffered or incurred by us or our affiliates as a result of:
9.7.1 any claim that the use of your Content by us or our affiliates infringes the rights (including the Intellectual Property Rights) of any third party;
9.7.2 any use by you of our Intellectual Property Rights other than in accordance with these Terms;
9.7.3 claims brought following publication of inaccurate Contents including (without limitation) of the contents of your dishes; and/or
9.7.4 any other breach of these Terms or misleading Content uploaded, posted to or published on the Platform.
10. CHANGES TO THESE TERMS
10.1 We may need to amend or add to these Terms:
10.1.1 immediately on notice to you if there is a change in any applicable law or regulation or there are security reasons which mean that we need to change these Terms; or
10.1.2 on at least thirty (30) days' advance notice to you if we need to amend or add to these Terms for other reasons.
10.2 Subject to clause 8.1, if you do not wish to continue using the Platform following the changes to these Terms, you can cancel your agreement to these Terms by cancelling your Account.
11. OUR LIABILITY
11.1 Nothing in these Terms excludes or limits your or our liability for:
11.1.1 death or personal injury caused by negligence;
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any other liability which may not be limited or excluded under applicable law.
11.2 Subject to clause 11.1:
11.2.1 in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise;
11.2.2 in the event a consumer is harmed by their reliance on the Content, you shall assume full responsibility and liability for such claims and causes of action by such consumer. For the avoidance of doubt, (i) you shall not hold us liable for any harm caused by the Content and (i) you shall indemnify us for any such claims or causes of action resulting from any harm caused by your Content as set forth in Section 9 herein; and
11.2.3 our total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms and/or Services, whether in contract, tort (including negligence) or otherwise shall be limited to one thousand pounds sterling (£1000).
11.3 This clause 11 shall survive termination or expiry of these Terms.
12. OTHER IMPORTANT INFORMATION
12.1 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
12.2 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13. GOVERNING LAW AND JURISDICTION
13.1 These Terms are governed by English law. This means that your access to and use of your Account, the Platform and any dispute or claim arising out of or in connection with your Account, the Platform or these Terms (including non-contractual disputes or claims) will be governed by English law.
13.2 You and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
14. CONTACTING US
Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by using the following details:
Email address: firstname.lastname@example.org
Telephone number: +33 6 07 93 31 97
Terms and Conditions last updated 18 October 2023