Important – Please carefully read this Terms and Conditions (“Agreement”) for MyPlateSpace services before continuing with your registration. By clicking the “I accept” button or otherwise accepting this Agreement through an ordering document, quote, or invoice that incorporates or refers to this Agreement, you agree to follow and be bound by the terms and conditions of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions of this Agreement, and in such event.
Capitalised words are defined in the relevant dedicated section of this document.
This Website is provided by:
Cluiid LTD
20-22 Wenlock Road, London, England, N1 7GU
Owner contact email: info@cluiid.com
- Definitions
- Customer – the individual or entity that has ordered software as a service from Cluiid LTD (“Cluiid”) or an authorised distributor by executing the ordering document that accompanies and incorporates this Cluiid software as a service agreement
- MPS Portal or Software – the software which is core of the product
- Subscription Term
- Users – those individuals authorised by you or on your behalf to use the services, as defined in the ordering document.
- Business day – any day which is not a Saturday, Sunday or public Holiday
- Normal Business Hours – 9:00 am to 5:00 pm CET, every business day
- Payment
- The Customer will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made within your MPS Portal or by contacting info@cluiid.com.
- All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
- All fees are due and payable in advance throughout the Subscription Term.
- All fees are exclusive of taxes, which we will charge as applicable. The Customer agrees to pay any taxes applicable to use of the software. The Customer shall have no liability for any taxes based upon our gross revenues or net income. If the Customer is located in the European Union, all fees are exclusive of any VAT and the Customer represents that they are registered for VAT purposes in your member state. At our request, the Customer can provide us with the VAT registration number under which you are registered in your member state. If the Customer is subject to GST, all fees are exclusive of GST. If the Customer is required to deduct or withhold any tax, the Customer must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
- The Customer shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Software.
- Without limiting its other rights or remedies, Cluiid shall have the right to suspend or terminate the Software entirely or in part if payment is not received within thirty (30) days of the fee note date.
- Methods of payment
- Information related to accepted payment methods are made available during the purchasing process.
- All payments are independently processed through third-party services. Therefore, this Software does not collect any payment information – such as credit card details – but only receives a notification once the payment has been successfully completed.
- If a payment through the available methods fails or is refused by the payment service provider, Cluiid shall be under no obligation to fulfil the purchase order. If a payment fails or is refused, Cluiid reserves the right to claim any related expenses or damages from the Customer.
- Delivery
- The delivery date will be stipulated on the ordering document.
- Term of the service
- Cluiid under agreement shall be provided for the period defined in the ordering document unless earlier terminated in accordance with the agreement. All contracts are automatically renewed according to the renewal terms defined in the contract. Either party will have the right to terminate the renewal of a contract by giving at least 90 days’ notice in writing to the other party to expire at the end of the initial period.
- Re-sale of the licence
- The Customer agrees that he will not re-sell nor transfer the subscription to a third party.
- Ownership of data
- You retain the right to your images and this unconditionally and at any time. Elements stored by you in the online database, for example, but not exclusively, images, recipes, annotations, dishes, etc. remain your property at any time and unconditionally, unless: (1) when expressly described that the information will be public or (2) if the Customer decides to make the data public himself through the public area.
- The Customer can make all images, and other data public, except when the use of the images by the customer brings damage to the Cluiid, in whichever way.
- The Customer recognizes the right of the Cluiid that the Cluiid subsequently can utilize the images from the archive made public by the Customer, in whichever way, unconditionally and in the manner chosen by the Cluiid, without any compensation to the Customer.
- Marketing Material
- Cluiid is permitted to use the Customer’s service marks, logos, and/or branding in external publicity material without such other party’s prior written consent as and when reasonably required unless specifically requested by the Customer to refrain from using marks logos, and/or branding in external publicity material or to adhere to the Customer policy for such marketing.
- Notwithstanding anything herein to the contrary, Cluiid may use the name of the Customer and their use of the Software in marketing and publicity materials, as an indication of its experience, and in internal data systems.
- Brand accreditation logos issued by independent bodies can be accessed from MPS Portal to support users in their dissemination of various standards that are of interest to their business. It is the user’s responsibility to ensure that they comply with accreditation scheme regulations and have the proper authorization to use and display brand accreditation logos. By using MPS Portal to display accreditation logos, the user accepts that they have the legal right to do so and accepts the responsibility to comply with conditions of use issued by the relevant authorising body. Cluiid shall not be liable for any damages resulting from any unauthorised use of the logos or any other harm arising from a user’s use of the online system.
- Confidentiality
- To the extent that, in connection with these Terms and Conditions, Cluiid comes into possession of any information, trade secrets or other proprietary information relating to the Customer which is either designated by the disclosing party as confidential or is by its nature clearly confidential (the “Confidential Information”), Cluiid shall not disclose such Confidential Information to any third party without the Customer’s consent.
- The Customer hereby consents to Cluiid disclosing such Confidential Information (i) to legal advisors, auditors, insurers or as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential litigation; or (ii) to any person to the extent such Confidential Information
- shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Cluiid in breach hereof,
- becomes available to Cluiid on a non-confidential basis from a source other than the Customer which Cluiid believes is not prohibited from disclosing such information by a confidentiality obligation to the Customer,
- is known by Cluiid prior to its receipt from the Customer without any obligation of confidentiality with respect thereto, or
- is developed by Cluiid independently of any disclosures made by the Customer to Cluiid of such information.
- The Customer shall keep confidential any methodologies and technology used by Cluiid in connection with the Software.
- Limitation of Liability
- These terms set forth the extent of limitation of liability associated with the provided services and software. It’s important to note that certain rights and protections arising from applicable laws cannot be excluded, limited, or altered. This limitation is subject to such legal requirements.
- Nothing in these Terms excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy which the User may have under the Competition and Consumer Act 2010 (Cth) or any similar State and Territory legislation and which cannot be excluded, restricted, or modified (non-excludable right). To the fullest extent permitted by law, our liability to the User, including liability for a breach of a non-excludable right and liability not otherwise excluded under these Terms of Use, is limited, at the Owner’s sole discretion, to the re-performance of the services or the payment of the cost of having the services supplied again.
- Cluiid shall not be liable for various losses, including but not limited to: (i) loss of income; (ii) loss of business profits or contracts; (iii) business interruption; (iv) loss of the use of money or anticipated savings; (v) loss of information; (vi) loss of opportunity, goodwill, or reputation; (vii) loss of, damage to, or corruption of data; or (viii) any indirect or consequential loss or damage.
- Cluiid’s maximum liability, whether in contract or tort, shall not exceed the total amounts paid for the services under the relevant order in the twelve-month period before the event giving rise to the claim. Any awarded damages against Cluiid shall be reduced by refunds or credits received under the agreement.
- Cluiid’s liability to the Customer is limited to the invoiced fees net of VAT and expenses for the software that’s the subject of the claims, except for claims primarily resulting from fraud.
- Cluiid is not liable for losses related to third-party claims, loss of use, contracts, data, goodwill, revenues, profits, or other consequential or indirect losses arising from the software or agreement.
- The Customer agrees that any liability of Cluiid will be limited to an amount that is determined to be just and fair, considering various factors, including responsibility, and is unaffected by limitations on liability of other parties.
- In case of unavailable provisions, Cluiid’s aggregate liability is proportional to conduct’s fault.
- Cluiid is not responsible for database errors or inaccuracies; the responsibility to verify information lies with the Customer.
- The labels printing provided by Cluiid are generated through calculations utilizing diverse information sources. Although we strive to offer precise and dependable data drawn from scientific sources, we cannot assure the absolute accuracy or comprehensiveness of these estimations. We strongly urge you to exercise your own discernment and careful consideration when assessing the environmental impact of products. It is recommended to make informed decisions based on your personal research and analysis. By utilizing labels, you acknowledge and consent that their purpose is solely to provide information at the food or recipe level. They should not be relied upon as a substitute for your independent research and analysis. Cluiid disclaims any accountability for errors or omissions in the information provided.
- Certain liabilities, such as those for death or injury due to negligence, fraudulent pre-contractual misrepresentations, or liabilities that cannot be excluded under governing law, remain unaffected.
- Intellectual property rights
- Subject to no prejudice toward any more distinct stipulation within these Terms, any rights connected to intellectual property, such as authorship rights, emblem privileges, patent entitlements, and form entitlements linked to this Solution are the sole ownership of the Cluiid or its licensors and are under the guard extended by relevant regulations or worldwide agreements related to intellectual property.
- All brand names — whether actual or symbolic — and all alternative indicators, commercial titles, service indicators, term indicators, depictions, visuals, or emblems emerging in relation to this Solution are, and will persist to be, the exclusive ownership of the Cluiid or its licensors and are dependent on the defense granted by relevant regulations or worldwide agreements connected to intellectual property.
- Force majeure
- Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other licence); other event outside the reasonable control of the obligated party.
- We both will use reasonable efforts to mitigate the effect of a force majeure event.
- If such an event continues for more than 30 days, either of us may cancel unperformed services upon written notice.
- This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the services.
- Data Retention
- Personal data on record will be retained for 6 years unless requested to be destroyed by the Client. Data will be permanently destroyed after 6 years unless the Provider is requested to retain it for a longer period.
- Privacy policy
- To learn more about the use of their Personal Data, Customer may refer to the privacy policy.
- Service interruption
- To ensure the best possible service level, the Owner reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately.
- Support Services
- If agreed upon in the ordering document, Cluiid shall provide a telephone based Help-Desk for technical support for users of the Services, which shall be available during Normal Business Hours.
- Support on site during office hours charged on a per visit basis at standard daily rates plus expenses, as defined in the ordering document.
- Termination
- These Terms and Conditions may be terminated by Cluiid at any time, with or without cause, by giving written notice to the Customer not less than 30 days before the effective date of termination, provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period if the breach is capable of remedy.
- These Terms and Conditions may be terminated by either party by written notice with immediate effect if any of the following events occur:
- the other party passing a resolution for its winding-up or a court of competent jurisdiction making an order for the other party’s winding-up or dissolution;
- the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party;
- the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
- any event analogous to those set out in paragraphs (i) to (iii) in any relevant jurisdiction.
- Cluiid may terminate these Terms and Conditions with immediate effect upon written notice to the Customer if Cluiid determines that
- a governmental, regulatory, or professional entity, or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Cluiid’s performance of any part of the Terms and Conditions illegal or otherwise unlawful or in conflict with independence or professional rules, or
- circumstances change (including, without limitation, changes in ownership of the Customer or any of its affiliates) such that Cluiid’s’ performance of any part of the Terms and Conditions would be illegal or otherwise unlawful or in conflict with independence or professional rules or Cluiid policy.
- Upon termination of the Terms and Conditions, the Customer will compensate Cluiid for the Software provided and expenses incurred up to the effective date of termination.
- In addition, Cluiid may immediately suspend your password, account, and access to or use of the services if you fail to pay Cluiid as required under the agreement and do not cure within the first thirty days of the 30 day cure period. Cluiid may terminate the services hereunder if any of the foregoing is not cured within 30 days after Cluiid initial notice thereof. Any suspension by Cluiid of the services under this paragraph shall not excuse you from your obligation to make payment(s) under the agreement.
- At your request, and for a period of up to 90 days after the termination of the applicable ordering document, Cluiid may permit you to access the services solely to the extent necessary for you to retrieve a file of your data in the services environment.
You agree and acknowledge that Cluiid has no obligation to retain your data and that your data may be irretrievably deleted after 90 days following the termination of the ordering document. - Provisions that survive termination or expiration of the agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.
- Changes to these Terms
- Cluiid reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Cluiid will appropriately inform the Customer of these changes.
- Such changes will only affect the relationship with Customer from the date communicated to Customer onwards.
- The continued use of the Service will signify the Customer’s acceptance of the revised Terms. If Customers do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement.
- The applicable previous version will govern the relationship prior to the Customer’s acceptance. The Customer can obtain any previous version from the Cluiid.
- If legally required, the Cluiid will notify Customer in advance of when the modified Terms will take effect.