Collectiv Food is the trading name of CAPRERA LIMITED, a company registered in England and Wales under company number 09410329, whose registered address is at Collectiv Food, Third Floor, 20 Old Bailey, London, United Kingdom, EC4M 7AN, hereinafter referred to as 'Collectiv Food' or 'We set out the following terms and conditions upon which Collectiv Food offers a Collectiv Food User (either a food supplier or a buyer as the case may be) herein referred to as 'You', 'Your' and 'Customer' a licence to use www.collectivfood.com ('Site').
These Terms shall remain in full force and effect to the extent that a Collectiv Food User makes use of the Site unless terminated by You or by Collectiv Food in accordance with the Terms herein.
Definitions
The definitions to be read with these Terms are set out in full at Clause 17.
1. General
1.1 By using the Site, You agree to be bound by these Terms and all applicable Legislation and Codes governing its use. These Terms form a legally binding agreement between You and Collectiv Food in relation thereto and apply to all Collectiv Food Users as applicable.
1.2 You should read these Terms carefully and ensure that You understand their effect before proceeding to use the Collectiv Food Site. If You disagree with any part of these Terms, do not use the Site for the purpose of accessing the Collectiv Food Services. If You violate these Terms, Collectiv Food may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You.
1.3 We reserve the right to make reasonable modifications to these Terms at any time without notice. Any material changes We may make to these Terms in the future will be posted on this page and, where appropriate, notified to You by e-mail or when You next start the Site to access the Collectiv Food Services, the new terms may be displayed on-screen and You may be required to read and accept them to continue. What constitutes a "material" change will be solely determined by Collectiv Food in good faith and using common sense and reasonable judgment. You agree that Collectiv Food will treat Your use of the Site to access the Collectiv Food Services as acceptance of the Terms herein including Your continued use subsequent to any changes.
2. Data protection and confidentiality
In respect of any Personal Data (as defined in the Data Protection Act 1998 ('1998 Act')) processed by Collectiv Food pursuant to the Collectiv Food Services, Collectiv Food warrants and undertakes that it complies, and will continue to comply with, all applicable Data Protection Law, including the 1998 Act, any regulations made thereunder and any guidance notes or guidelines issued by the Information Commissioner and, shall comply at all times with the terms and conditions of the Privacy Policy and the Cookie Policy which apply in full to Your use of the Site. Collectiv Food may release Collectiv Food Member information to Producers as well as a Logistics Partner in order to assist Producer or if required by law, or if the information is necessary or appropriate to release to stop or prevent the taking place of an unlawful or harmful activity.
3. Feedback and complaints
If You would like to provide us with useful feedback, please go to our 'Contact Us' page on the Site. Collectiv Food tries to meet the highest standards when providing the Collectiv Food Services via the Site. We take any Complaints We receive about this very seriously. We encourage Collectiv Food Users to bring any Complaints to our attention and We welcome any suggestions for improving our procedures. We will try to solve any disagreements quickly and efficiently. If You are not happy with the way Collectiv Food deals with any Complaint and You wish to take court proceedings, You must do this within England. Relevant English law will apply to these Terms in accordance with Clause 16.
4. Collectiv Food User obligations
You must use Your best endeavours to:
a. comply with all the Terms of the Collectiv Food Licence; and,
b. conduct all use of the Collectiv Food Services in compliance with the applicable Legislation and Codes.
5. Collectiv Food obligations
Collectiv Food agrees to:
a. maintain Collectiv Food Site in accordance with the applicable Legislation and Codes;
b. provide promptly and give to a Collectiv Food User all such information as they may reasonably require in connection with the use of the Collectiv Food Site; and,
c. provide a response in a timely manner to any requests for technical support (in relation to the use of the Site only).
6. Availability and security of the site
6.1 You acknowledge and agree that to improve the Collectiv Food information made available to You via the Site, Collectiv Food may, without liability to You, stop (permanently or temporarily) access to the Collectiv Food Site to You generally at Collectiv Food's sole discretion, without prior notice to You.
6.2 Collectiv Food shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours. Unscheduled emergency maintenance may be required at any time. Collectiv Food agrees however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.
6.3 Collectiv Food does not warrant the validity and accuracy of information on the Site or that the Site is kept up-to-date. The Site and its content are delivered on an "as-is" and "as-available" basis. Collectiv Food shall use reasonable endeavours to ensure that the Site and any information it holds on You are kept secure. However, due to the nature of the internet, Collectiv Food does not represent or warrant to You that:
a. Your use of the Site will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;
b. Your use of the Site will meet Your requirements;
c. any information obtained or downloaded by You as a result of Your use of the Site will be accurate, reliable or free of viruses or contamination or destructive features;
d. those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
7. General restrictions on use
Subject to the following express restrictions, Collectiv Food grants You permission to access and use the Site. You may view Site pages, download Site pages (for caching purposes only) and print Site pages (excluding Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:
a. not to copy the Site except where such copying is incidental to normal use of the Site, or where it is necessary for the purpose of back-up or operational security;
b. not to sell, lease, sub-license, rent, loan, translate, merge, adapt, vary, modify, distribute or otherwise exploit the Site or any Collectiv Food Content for any other purposes without the prior written consent of Collectiv Food or the respective licensors of the Collectiv Food Content;
c. not to, reverse-engineer or create derivative works based on the whole or any part of the Site including but not limited to any Collectiv Food Content;
d. to include our copyright notice on all entire and partial copies You make on any medium subject to express Collectiv Food consent;
e. not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
f. not to access Collectiv Food Content through any technology or means other than the Site itself or such other means as Collectiv Food may explicitly designate for this purpose;
g. not use the Site in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms herein to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
h. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or features that (i) prevent or restrict use or copying of Collectiv Food Content; or, (ii) enforce limitations on the use of the accessible Collectiv Food Content; or, (iii) damage, disable, overburden, impair or compromise our systems or security or interfere with other Collectiv Food Members;
i. not to infringe our Intellectual Property Rights or those of any third party in relation to Your use of the Site including the submission of any material (to the extent that such use is not licensed herein);
j. not to attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;
k. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any Collectiv Food Member of the Site, or attempt to decipher any transmissions to or from the servers running the Site; and,
l. not to attack our Site via a denial-of-service attack or a distributed denial-of service attack.
8. Warranties and indemnities
8.1 For the avoidance of doubt, Collectiv Food:
a. has no control over the quality, morality, safety or legality of a Product;
b. does not take ownership of any Products promoted on the Site;
c. does not guarantee on behalf of Producer that the Product Details or Marketing Materials published in respect of the Products are valid and accurate and will not be responsible for any misrepresentation or inaccuracy therein;
d. does not guarantee that interruptions of service on the Site or throughout the worldwide web will not occur during the Collectiv Food User's use of the Site at any time.
8.2 As a Collectiv Food User, You warrant, represent and undertake to Collectiv Food that:
a. You will keep Your Collectiv Food Login details (as applicable), secure and confidential;
b. You will comply at all times with Your obligations set out at Clause 5;
c. all information submitted to the Site in respect of Your identity is true, accurate and complete in all respects;
d. You have and shall continue to have all necessary licences, rights, consents, and permissions which are required to enable Collectiv Food to use or display Your user-generated-content (' UGC') in the manner contemplated by these Terms; and,
e. You are solely responsible for any breach of Your obligations under these Terms due to Your act, omission, default or Your failure to comply with any of Your obligations under these Terms and for the consequences of any such breach or failure.
8.3 We make no warranty, and hereby further expressly disclaim any liability to You and You agree that You have no claim against Collectiv Food in connection with any Claims asserted against, or Losses suffered by You:
a. due to any breach by You of these Terms or breach of warranty by You;
b. due to any errors or omissions on our Site in relation to any reliance placed by You on any mis-descriptions, misrepresentations, inaccuracy or incompleteness in respect of the Product Details, Marketing Materials or other Collectiv Food Content (whether innocent, negligent or fraudulent);
c. due to Your failure or inability to use any Site functionality at any point in time, or, where the Site is unavailable at any time for any period;
d. connected to any linked third party website or any statements, information, content, products that are published on, or may be accessible from, any linked third party website including any associated third party customer/ client facing policies/ contractual terms;
e. the deletion of, corruption of, or failure to store, any communications data maintained or transmitted by or through Your use of the Site;
i. due to any unauthorised access or loss of Personal Data that is beyond our control.
8.4 Subject to Clause 9.5, We shall in no circumstances be liable to You in contract, tort (including negligence), breach of statutory duty or otherwise for any and all Losses suffered by You or Claims asserted against You including consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site.
8.5 Nothing in these Terms is intended nor shall it be construed as an attempt to exclude or limit any liability for:
a. fraudulent misrepresentations;
b. any liability where the law does not permit such exclusion of liability; and,
c. death or personal injury arising from negligence.
8.6 Subject to Clause 9.5 and except as expressly set out in these Terms, Collectiv Food gives no warranties and excludes all other express or implied terms, conditions and warranties.
9. Collectiv Food Content
With the exception of content submitted to the Site by You, all other content and the selection and arrangement of such content on the Site constitutes 'Collectiv Food Content' and is either owned by, or licensed to, Collectiv Food and is subject to copyright, trade mark rights, and other Intellectual Property Rights of Collectiv Food and licensors of Collectiv Food. Such Collectiv Food Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on Collectiv Food Content not uploaded or posted by You are trade or service marks of their respective owners including Producers. Such Collectiv Food Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Collectiv Food or, where applicable, the licensors of Collectiv Food. Collectiv Food and/or its licensors reserve all rights not expressly granted in and to their Collectiv Food Content.
10. Entire terms / severability
These Terms, in addition to our Cookie Policy and Privacy Policy, which together constitute the entire agreement between You and Collectiv Food in relation to Your use of the Site and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of these Terms, the remaining Terms shall remain valid and in force.
11. Assignment
These Terms shall be personal to You and You may not assign, transfer or delegate all or any of Your rights and obligations, without Collectiv Food's prior written consent. Collectiv Food reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as Collectiv Food or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.
12. No waiver
Failure by either Collectiv Food or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
13. Third party rights
You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 ('Act'). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but do not affect any right or remedy that a third party has which exists or is available apart from that Act.
14. Force Majeure
Neither You or Collectiv Food shall be liable for any delay in performing any of its obligations hereunder if such a delay due to circumstances beyond its reasonable control including, without limitation, any strike, lock-out or other industrial action, fire, explosion, flood, loss of power or telecommunications systems or computer failure or breakdown.
15. Law and jurisdiction
All of these Terms are governed by the laws of England and Wales and any disputes arising in relation to these Terms and/or the Site are subject to the exclusive jurisdiction of the English Courts.
16. Definitions
In these Terms (except where the context otherwise requires) the following words shall have the following meanings:
Collectiv Food Content: refers to content owned by or licensed to Collectiv Food as per Clause 9.
Collectiv Food User: refers to a Collectiv Food Visitor and/ or a registered Collectiv Food Member.
Collectiv Food Visitor(s): refers to the person who visits the Site but does not undergo Sign-Up.
Claims: means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all Losses including any other expenses of any nature whatsoever.
Codes: refers to all codes governing standards (including for these purposes ancillary guidance notes and advice) published by regulatory authorities or other industry professional bodies and to be construed so as to include any and all references to any amendments, modifications or consolidations constituting the most up-to-date versions thereof.
Data Protection Law: means all applicable data protection law, regulations, legislative and regulatory requirements and codes of practice.
Force Majeure Event: any happening or event beyond the reasonable control of the party concerned including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Collectiv Food, Producer, Logistics Partner or any other party), failure of a utility service or transport or telecommunications network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery (including vehicles), fire, flood, storm or default of suppliers or sub-contractors, any act of God including fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; fire, explosion or accidental damage; extreme adverse weather conditions; mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law) which results in a failure or delay in the performance of that party's obligations under this Agreement.
Intellectual Property Rights: refers to all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Legislation: includes all applicable laws, Acts of Parliament (including the Acts) and Treaties as well as Data Protection Law and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law including references to any amendment, modification, consolidation or re-enactment for the time being in force.
Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
Marketing Materials: materials or content relating to the Products or Producer including Product Details (including but not limited to images (audio and/or visual, text, music, Marks).
Personal Data: refers to all personal data generated in relation to this Agreement pertaining to a Customer and as defined within the Data Protection Law.
Site: refers to www.collectivfood.com
Terms: these terms and conditions applicable to the use of the Site.
17. How to contact us
Requests for information about our Terms or 'subject access requests' can be emailed to legal@collectivfood.com or by writing to:
Collectiv Food
Legal Team
The MediaWorks
191 Wood Lane
London, W12 7FP