Thank you for using Foods Connected. Our aim is to provide a website and software app to connect people working in the food industry, to enable them to exchange ideas, form networks, and make deals, to help them be more productive and successful. The following terms govern the User’s use of and access to the Foods Connected services, so we would ask that each User reads them carefully. If the User has any questions in relation to the terms, please contact us at firstname.lastname@example.org.
1. THE USER TERMS
1.1. www.foodsconnected.com is a website operated by Foods Connected Ltd (we, us). We are registered in Northern Ireland under company number NI614697 and have our registered office at 12 - 16 Castle Lane, Belfast, BT1 5DA.
1.2. These terms (User Terms) are entered into by and between:
1.2.1. us and one of our client users (or its employees) (Client User) which has a contractual arrangement with us for the provision of certain services (Client User Contract), including access to and use of the Site (as defined below) for users nominated by it; and
1.2.2. us and an individual or entity who is an authorised user nominated by a Client User and is identified by a Client User in the online registration process (Supplier User),
(each Client User or Supplier User (as applicable) being the User).
1.3. These User Terms relate to how the User may use our site and any software application (App) that we may from time to time provide through our site (together the Site).
1.4. References to clauses (unless otherwise provided) are references to the clauses of these User Terms. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.
1.5. We recommend that the User prints a copy of these User Terms for future reference.
2. SERVICE ELIGIBILITY
2.1. To be eligible to use the Site, the User must meet the following criteria and represent and warrant that:
2.1.1. The User is 18 years of age or older;
2.1.2. The User will only maintain one User Account at any given time;
2.1.3. The User has full power and authority to enter into these User Terms; and
2.1.4. The User is authorised by his/her employer to use the Site on its behalf.
3. ACCEPTING THE USER TERMS
3.1. In order to use the Site, the User must first agree to these User Terms. The User can accept the User Terms by clicking to accept or agree to the User Terms, where this option is made available to the User in the user interface provided; or
3.2. If the User does not agree with or accept these User Terms, the User should stop using the Site immediately.
4. OTHER TERMS THAT APPLY TO THE USER
4.1. These User Terms refer to the following additional terms, which also apply to the User’s use of the Site:
4.4. We maintain the security of the Site in accordance with our System Security Policy, a copy of which is available on request.
4.5. CHANGES TO USER TERMS
4.6. We may amend these User Terms from time to time without notice. If changes are made to the User Terms, all Users will be notified of the updated terms by email and will be notified upon login to the Site.
4.7. If the User is unhappy with changes made to these User Terms, it can notify us via email at email@example.com and have its’ information removed and fully deleted from the Site immediately. In these circumstances, clause 14.2 below shall not apply.
5. USE OF THE SITE BY THE USER
5.1. In consideration of the User agreeing fully to comply with and be bound by these User Terms, we hereby grant the User a revocable, non-exclusive, non-assignable, non-transferable, non-sub-licensable licence for the duration of the Agreement to access and use the Site (including to submit, post and display User Content (as defined below) on and to the Site) solely and strictly in relation to the User’s position as a tradesperson or business within the food industry or, where prior consent has been sought from the User and given by us in writing, for an alternative use.
5.2. We may elect to update and change the Site from time to time to reflect changes to our products, our Users' needs and our business priorities. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Site. In the event that the User has downloaded the App, the User agrees that we may automatically deliver such updates to the User as part of the App and the User shall be entitled to receive and install them as required. If the User chooses not to install any update, the User acknowledges that the performance of the App may be affected.
5.3. We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Site for business and operational reasons. We will try to give the User reasonable notice of any suspension or withdrawal.
6. ACCOUNT SECURITY
6.1. In order to use particular services of the Site, the User will be required to create an account (User Account). The User represents and warrants to us that any and all information provided by them is true, accurate and complete. The User undertakes to notify us promptly of any changes to such information. The User agrees not to impersonate any other person or entity or to use a false name or a name that they are not authorised to use. If the User is registering with the Site on behalf of a business, the User represents that they have the authority to legally bind that entity.
6.2. We reserve the right to decline any application from the User to open a User Account in our sole discretion and/or to terminate the User’s use of the Site in accordance with the terms of clause 14.1 where we, in our sole discretion, believe that the User is in breach of any provision of these User Terms.
6.3. The User agrees and understands that they are responsible for maintaining the confidentiality of passwords associated with their User Account used by them to access the Site. Accordingly, the User agrees that they will be solely responsible to us for all activities that occur under their account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.
6.4. If the User knows or suspects that any other person knows their user identification code or password, the User must promptly notify us at firstname.lastname@example.org.
7. FEES AND SERVICES
7.1. Agreeing to and accepting these User Terms will not result in any fees or charges being payable for accessing and using the Site to respond to information requests from other users of the Site.
7.2. If the User has agreed to purchase specific products and/or services from us for the User’s own business purposes, we will agree the applicable fees/charges and additional terms with the User.
7.3. The fees/charges for a Client User will be set out in the Client User Contract.
8. USER CONTENT
8.1. The Site may provide an opportunity for the User to submit and post media files, metadata, graphics, images, trademark and/or logos, photographs, videos and other like materials that the User may choose to upload, download, transmit, email or display while using the Site (any and all such content, User Content)
8.2. The User agrees that they are solely responsible for (and that we have no responsibility to the User or to any third party for) User Content and for the consequences of the User’s actions (including any loss or damage which we may suffer) by so doing. We do not control any User Content used on the Site, nor do we guarantee the accuracy, integrity or quality of such User Content.
8.3. By submitting, posting or displaying any User Content, the User’s employer grants a worldwide, royalty-free, non-exclusive licence to reproduce, translate, publish, publicly perform, publicly display and distribute any such the User Content in accordance with this clause
This licence only allows us to provide access to the User Content:
8.3.1. in the case of the User, to other Users in the User’s company/employer who are permitted to view the User Content based on the access rights the User’s company has set in the Site;
8.3.2. in the case of a Client User, to its Supplier Users to view the User Content the Client User has uploaded/created on the Site (provided the Client User has authorised the Supplier User to view the User Content); and
8.3.3. in the case of a Supplier User, to the relevant Client User to view the User Content the Supplier User has uploaded/created on the Site (provided the Supplier User has authorised the Client User to view the User Content).
For the avoidance of doubt, we will not share any User Content other than in accordance with clauses 8.3.1 to 8.3.3 unless the User has provided prior approval in writing. The User represents and warrants that the User has the rights, power and authority necessary to grant the licence in accordance with this clause 8.3.
8.4. We acknowledge that all intellectual property rights in the User Content belong to and remain vested in the User or the User's employer (as the case may be).
8.5. The User acknowledges and agrees that we are not responsible or liable in any way for any User Content provided by the User or others and have no duty to moderate such User Content; this includes any listings or requests uploaded by the User or third parties on to the Site. If the User wishes to complain about information and materials uploaded by other users please contact us on email@example.com.
8.6. Any transactions that may arise between the User and any third party on the basis of content on the Site are carried out at the User’s own risk. To the extent that any contract is formed by the User with any other party through the User’s use of the Site, the User acknowledges and agrees that we are not party to such contract nor liable in any way whatsoever for the performance and/or failure to perform such contract.
8.7. By uploading User Content, the User represents and warrants that:
8.7.1. The User has the lawful right to upload, reproduce and distribute such User Content;
8.7.2. the uploading, downloading, emailing, transmission or any other use made of any User Content in or by us on the Site will not constitute or encourage a criminal offence, violate the rights of any party or otherwise create liability or violate any local state, national or international law;
8.7.3. any User Content posted by the User will be accurate (where facts are stated), be genuinely held (where opinions are stated) and comply with applicable data protection laws in the country from which they are posted;
8.7.4. any User Content posted by the User will not infringe any copyright, database right or trademark of any other person;
8.7.5. any User Content posted by the User shall not give the impression that it emanates from Foods Connected Limited if this is not the case;
8.7.6. any User Content posted by the User shall not be likely to deceive any person nor misrepresent the User’s identity or affiliation with any other User;
8.7.7. any User Content posted by the User will not be unlawful, harmful, threatening, abusive, vulgar, violent, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; and
8.7.8. the User Content posted by the User will not breach national or international intellectual property laws, nor infringe the intellectual property rights of any third party.
8.8. We do not control or endorse any User Content provided by the User or others, nor do we guarantee the accuracy, integrity or quality of any such User Content. However, we reserve the right at all times to determine whether User Content is appropriate and in compliance with these User Terms, and may modify and/or remove User Content at any time, without prior notice and at our sole discretion, if we determine that any User Content is non-compliant with these User Terms or notified to us as objectionable by a third party.
8.9. The User shall indemnify us and hold us harmless, without limitation and upon demand, against any claims proceedings, actions, costs, damages, expenses, liability, losses and demands (including reasonable legal expenses) that may be incurred by us, whether arising directly or indirectly from: (a) any User Content submitted by the User, post, transmit or otherwise make available through the User’s use of the Site; (b) any unauthorised use of the Site; (c) any breach by the User of these User Terms; or (d) infringement by the User or the User Content of third party intellectual property rights.
8.10. We also have the right to disclose the User’s identity to any third party who is claiming that any User Content posted or uploaded by the User to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.
8.11. The User must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The User must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. The User must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the User would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing the User’s identity to them. In the event of such a breach, the User’s right to use our site will cease immediately.
9. PROHIBITED USES
9.1. The User may use the Site only for lawful purposes. The User may not use the Site:
18.104.22.168. in any way that breaches any applicable local, national or international law or regulation;
22.214.171.124. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
126.96.36.199. for the purpose of harming or attempting to harm minors in any way;
188.8.131.52. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards at clause Error! Reference source not found. below; or
184.108.40.206. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
9.2. The User agrees:
220.127.116.11. Not to reproduce, duplicate, copy rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of the Site without prior written consent from us.
18.104.22.168. Not to access (or attempt to access) without authority, interfere with, damage or disrupt:
22.214.171.124. any part of the Site by any other means other than through the interface that is provided by us;
126.96.36.199. any equipment or network on which our site is stored;
188.8.131.52. any software used in the provision of our site;
184.108.40.206. the proper working of the Site or any activities conducted via the Site; or
220.127.116.11. any equipment or network or software owned or used by any third party.
18.104.22.168. Not to engage in any activity that interferes with or disrupts the Site, or the servers and networks which are connected to the Site.
22.214.171.124. Not to:
126.96.36.199. take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
188.8.131.52. bypass any measures we may use to prevent or restrict access to the Site; and
184.108.40.206. attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in the Site.
10.1. Once the User has created a User Account, the User will be able to enter information to create a profile which can be viewed by other users of the Site (Profile). The User’s Profile will be deemed to be part of the User’s User Content for the purposes of these User Terms.
10.2. By uploading a profile, the User represents and warrants that the profile information is accurate and up to date and remains up to date for as long as the User’s Profile is posted on the Site. For the avoidance of doubt, this includes the User’s employment status where posted, and any affiliation or contractual relationship with any company or business entity. It is the User’s responsibility to keep their Profile accurate and up to date, and any failure to do so will constitute a breach of these User Terms.
10.3. While we have no duty to modify any information posted on the User’s Profile, we reserve the right at all times to determine whether any information provided in the User’s Profile is up to date and accurate, and may modify and/or remove any such information with the User’s prior written consent (such consent not to unreasonably withheld or delayed), if we determine that the information provided by the User is not in compliance with these User Terms or is notified to us as objectionable by a third party.
11. INTELLECTUAL PROPERTY
11.1. We are the owner or the licensee of all legal rights, intellectual property rights, title and interest in and to the Site, and, subject to clause 9.3, in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
11.2. Nothing in these User Terms grants the User any legal rights in the Site other than as necessary to enable the User to access the Site. The User agrees not to use any of the trademarks, trade names, services marks, copyrights, logos, domain names and other distinctive brand features belonging to the Site or any third party unless the User has valid written permission to do so. The User agrees not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within the Site.
11.3. In the event that the User’s use of the Site, if used in accordance with the User Terms, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify the Site so that it is no longer infringing, or obtain the right for the User to continue using the Site. This therefore constitutes the User’s sole remedy against us in relation to any such infringement.
11.4. The User must not modify the paper or digital copies of any materials the User has printed off or downloaded in any way, and the User must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
11.5. Our status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged.
11.6. The User must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
11.7. If the User prints off, copies or downloads any part of the Site in breach of these User Terms, the User’s right to use the Site will cease immediately and the User must, at our option, return or destroy any copies of the materials the User has made.
12. THE USER’S PERSONAL DATA
12.1. The User’s use of the Site, including any registration process, may involve the User’s disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data and data subjects each as defined by the General Data Protection Regulation and the Data Protection Act 2018). In the event that the User does so disclose such personal data, the User shall:
12.2. Given the nature of the Site and the fact that it connect users worldwide, the data that we collect from the User may be accessed at a destination outside the European Economic Area (“EEA”) by virtue of users’ use of the Site. It may also be processed by staff operating outside the EEA, who work for us or for one of our suppliers.
12.3. The User should not use the Site if they do not explicitly consent to their data being accessed by Users outside of the EEA. By using our site the User agrees that they have understood and consented to the access of their data by other Users of the Site. If the User wishes to withdraw consent, they can do so by emailing us at firstname.lastname@example.org.
13.1. Except as permitted under these User Terms or as otherwise required by law, neither us nor the User shall use, disclose to any third party or otherwise make publicly available any of the other party's identifiable know-how, experience, data, reports, tables or other material produced in relation to these User Terms and any other information of whatever kind (whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party including its business, products, suppliers and customers (Confidential Information) and, unless the context otherwise requires, the expression Confidential Information shall also include any modification (whether authorised or otherwise) made to any of the above-mentioned information by the party receiving it or any person to whom it has disclosed that information.
13.2. Notwithstanding paragraph 13.1, nothing in these User Terms shall prevent the party receiving the other party’s Confidential Information (Receiving Party) from disclosing the Confidential Information of the disclosing party (Disclosing Party) upon the Receiving Party establishing that the Disclosing Party’s Confidential Information: (a) has become part of the public domain other than by acts or omissions of the Receiving Party; (b) was lawfully in the possession of the Receiving Party at the time of disclosure to it and was not acquired by it directly or indirectly from the Disclosing Party; (c) was received by the Receiving Party after disclosure to it by a third party who had a lawful right to disclose such information to it; (d) was independently developed by the Receiving Party without knowledge or use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law or in response to the binding order or direction of a court, governmental authority or other regulatory authority.
13.3. In the event of the unauthorised disclosure of the Disclosing Party’s Confidential Information by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies for a breach, in addition to any other rights or remedies to which it may be entitled.
14. TERMINATION AND SUSPENSION
14.1. We may terminate this Agreement with the User and the supply of the Site immediately if:
14.1.1. The User has materially breached any provision of the User Terms (or have acted in a manner which clearly shows that the User does not intend to, or is unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that the User has not so remedied within seven days of notification;
14.1.2. we are required to do so by law (for example, where the provision of the Site to the User is, or becomes, unlawful);
14.1.3. the User’s employer ceases to trade; or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole part of the User’s employer’s business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or the ability of the User’s employer’s creditors to take any action to enforce the User’s employer’s debts is suspended, restricted or prevented or some or all of its creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to the User’s employer being dissolved and the User’s employer’s assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction);
14.1.4. the Client User Contract is terminated; or
14.1.5. the provision of the Site is, in our opinion, no longer commercially viable.
14.1.6. Either party may terminate this Agreement by giving 28 days’ written notice to the other party.
14.1.7. We may suspend any or all of the User’s access to and use of the Site without liability in any circumstances where we are entitled to do so under a Client User Contract.
15. EFFECT OF TERMINATION
15.1. On termination the following clauses shall apply:
15.1.1. The User’s employer must pay any outstanding sums due to use under the terms of this Agreement immediately on termination;
15.1.2. the licence granted to the User pursuant to clause 5.1 of these User Terms and the licence granted to us pursuant to clause 8.3 shall terminate;
15.1.3. all of the legal rights, obligations and liabilities that the User and us have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of clauses 11, 13 16, 17 shall survive termination of the Agreement.
15.2. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or User Content but only as is necessary to comply with our legal obligations, resolve disputes and enforce agreements.
16. DISCLAIMER AND LIMITATION OF LIABILITY
16.1. Nothing in these User Terms, including this clause 16 shall exclude or limit any warranty or liability where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
16.2. There are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these User Terms (including implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other terms concerning the use of the Site which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
16.3. We will not be liable to the User for any loss, damage or expense whether direct or indirect, including loss of profits, loss of revenue, business interruption, loss of opportunity, loss of goodwill, loss due to damage to data, loss of (or injury to) reputation or any indirect or consequential loss or punitive damages, whether in contract, tort (including negligence), or otherwise, even if foreseeable, arising under or in connection with:
16.3.1. use of, or inability to use, the Site; or
16.3.2. use of or reliance on any content displayed on the Site.
16.4. In particular, we do not represent or warrant to the User that:
16.4.1. The User’s use of the Site (including its use in conjunction with any other software) will meet the User’s requirements, or that the User’s use of the Site will be uninterrupted, timely, secure or free from error defects in the operation or functionality of the Site;
16.4.2. The Site will be secure or free from bugs or viruses. The User is responsible for configuring information technology, computer programmes and platform to access the Site. The User’s employer should use their own virus protection software;
16.4.3. any information obtained by the User as a result of the User’s use of the Site will be accurate or reliable; and
16.4.4. that defects in the operation or functionality of the Site will be corrected, rectified or remedied.
16.5. Any material downloaded or otherwise obtained or accessed through the User’s use of the Site is done so at the User’s own discretion and risk, and the User will be solely responsible for any damage, loss or prejudice to the User’s employer’s computer system or other device or loss of data that result from the download or access of any such material.
16.6. In order for the User to make full use of the Site, it may be necessary for the User to use particular computer equipment or to download or install certain pieces of software. If the User is unable to access all or part of the Site because the User does not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from the User’s inability to access the Site.
16.7. No information, whether oral or written, obtained by the User from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from the Site shall create any warranty not expressly stated in these User Terms. All such liability is excluded to the fullest extent permitted by the law.
16.8. The Supplier User acknowledges that we have a contractual relationship with the Client User through the Client User Contract and the limitations and exclusions of liability set out in this Agreement reflect the fact that we and the Client User intend that our contractual responsibilities and liabilities should be to the Client User and not the Supplier User.
16.9. The User agrees and acknowledges that they are in a better position than us to foresee and evaluate any potential damage or loss which the User may suffer in connection with their use of the Site; that we cannot adequately insure its potential liability to the User; and that, accordingly, the exclusions and limitations contained in this clause 16 are reasonable. The User also undertakes at all times to mitigate any such damage or loss.
17.1. The User shall not assign, transfer or sub-license any rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms provided that the party to which we assign agrees in writing to continue to be bound by the terms of this Agreement.
17.2. Failure or neglect by us to enforce any of these provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.
17.3. If any part of any provisions of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
17.4. These User Terms (and any documents referred to in it including the Client User Contract) represent the entire agreement between the parties in relation to the subject matter supersede any previous arrangement, understanding or agreement between them in relation to the Site. Neither of the User nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.
18. LAW AND JURISDICTION
18.1. These User Terms 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 laws of Northern Ireland.
18.2. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).