Terms & Conditions

The Terms and Conditions set out below govern your use of Nutritics’ software. By continuing with installation of the software, you are deemed to have agreed to these terms. In the event that you do not agree, please do not proceed with installation of the software and contact support@nutritics.com.

Terms and Conditions and Parties

The Terms and Conditions set out below are issued by Nutritics Limited (“Nutritics”). For the purposes of these Terms and Conditions, the “Client” shall mean any individual or group that uses Nutritics’ software for professional or personal purposes.

The Client represents and warrants that it has the power and authority to execute these Terms and Conditions

These Terms and Conditions are between the Client and Nutritics. The Client’s relationship is solely with Nutritics as the entity providing the software platform (“the Software”).

Payment Information

The Client will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Nutritics portal or by contacting sales@nutritics.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 Client agrees to pay any taxes applicable to use of the Software. The Client shall have no liability for any taxes based upon our gross revenues or net income. If the Client is located in the European Union, all fees are exclusive of any VAT and the Client represents that they are registered for VAT purposes in your member state. At our request, the Client can provide us with the VAT registration number under which you are registered in your member state. If the Client is subject to GST, all fees are exclusive of GST.  If the Client is required to deduct or withhold any tax, the Client 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.


Without limiting its other rights or remedies, Nutritics 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. The Client 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.


Responsibilities of the Client

The Client shall ensure that each member of the Client Group cooperates with Nutritics in connection with the performance of the Software

The Client shall be responsible for the performance of the personnel and agents of the Client Group, for the timeliness, accuracy and completeness of all data and information inputted into the Software.

Nutritics may use and rely on information and data furnished by the Client Group or others without verification. Nutritics will not be responsible for the consequences of this data or information not being complete, accurate or current.

Except as otherwise stated, the Client shall be solely responsible for, among other things: (A) making all decisions and performing all functions; (B) evaluating the adequacy and results of the Software; (C) accepting responsibility for the results of the Software; and (D) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.


Term

(a) These Terms and Conditions may be terminated by Nutritics at any time, with or without cause, by giving written notice to the Client 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.

(b) These Terms and Conditions may be terminated by either party by written notice with immediate effect if any of the following events occur:

(i) 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;

(ii) 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;

(iii) 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

(iv) any event analogous to those set out in paragraphs (i) to (iii) in any relevant jurisdiction.

(c) Nutritics may terminate these Terms and Conditions with immediate effect upon written notice to the Client if Nutritics determines that (a) 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 Nutritics’ performance of any part of the Terms and Conditions illegal or otherwise unlawful or in conflict with independence or professional rules, or (b) circumstances change (including, without limitation, changes in ownership of the Client or any of its affiliates) such that Nutritics’ performance of any part of the Terms and Conditions would be illegal or otherwise unlawful or in conflict with independence or professional rules or Nutritics policy.

(d) Upon termination of the Terms and Conditions, the Client will compensate Nutritics for the Software provided and expenses incurred up to the effective date of termination.

Ownership of Nutritics Property and Work Products

To the extent that a Client utilises or develops any property (whether tangible or intangible), such property, including work papers, shall remain the property of the Nutritics. On payment of Nutritics fees due, each Beneficiary shall only obtain a non-exclusive license to use within the Client Group, subject to the other provisions of these Terms and Conditions. Nutritics shall have ownership (including, without limitation, copyright and other intellectual property ownership) of any data input into the Software and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that the Client Group does not assert or cause to be asserted against Nutritics or its personnel any prohibition or restraint from so doing.

Limitation on Damages

(a) Nutritics shall not be liable, whether in contract, tort, including negligence, or otherwise to the Client Group for any claims, liabilities, losses, damages, costs or expenses (“Claims”) relating to or arising out of or in connection with these Terms and Conditions or the Software for an aggregate amount in excess of the fees invoiced and received by Nutritics (net of VAT and expenses) for the Software which are the subject of Claims, except to the extent finally judicially determined to have resulted primarily from the fraud of Nutritics.

(b) In no event shall Nutritics be liable, whether in contract, tort, including negligence, or otherwise for any losses resulting from third party claims, claims for loss of use, contracts, data, goodwill, revenues or profits, (whether or not deemed to constitute direct losses) or wasted management or staff time or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to or arising out of or in connection with these Terms and Conditions or the Software (including the performance, non-performance or delayed performance by Nutritics of any obligations under or in connection with the Software) which may have been or may be suffered by any person howsoever caused and whether or not this could have been reasonably foreseen by Nutritics.

(c) Nor shall Nutritics be liable, whether in contract, tort, including negligence, or otherwise, for any Claims arising out of the use of the Software for a purpose other than the purpose for which they were provided by Nutritics;

(d) The Client agrees that any liability which Nutritics may have to the Client Group under or in connection with these Terms and Conditions for any losses suffered by the Client Group shall (so far as permitted by law) be limited to such an amount as is finally determined to be just and equitable, having regard to the extent of responsibility of Nutritics, the Client Group (including the Client Group’s directors, officers, employees or agents), and any person other than Nutritics who is jointly or severally liable to the Client for all or part of the said losses suffered by the Client Group. Any limitation or exclusion or restriction on the liability of any such other person under any jurisdiction, whether arising under statute or contract or tort or resulting from death, bankruptcy or insolvency, or any settlement of such liability agreed with the Client Group, shall be ignored for the purposes of determining whether that other person is liable to the Client and the extent of responsibility of that other person to the Client in assessing any liability of Nutritics.

(e) In circumstances where all or any portion of the provisions of this Clause are finally judicially determined to be unavailable, the aggregate liability of Nutritics and their respective personnel for any Claims shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claims.

(f) Nutritics accepts no responsibility for any database errors, omissions or inaccuracies and accept no responsibility if the Client relies on such information. It is the responsibility of the Client to verify the accuracy of all information provided by the software.

(g) Nothing in these Terms and Conditions shall exclude, restrict (or prevent a claim being brought in respect of) any liability of a party for (i) death or personal injury caused by the negligence of that party; (ii) any fraudulent pre-contractual misrepresentations on which either party can be shown to have relied; or (iii) any other liability which by the governing law of these Terms and Conditions cannot be excluded or limited.

Force Majeure

Neither party shall be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

Limitation on Actions

No action, regardless of form, relating to these Terms and Conditions or the Software, may be brought by either party more than two years after the cause of action has accrued under the applicable law.

Confidentiality

(a) To the extent that, in connection with these Terms and Conditions, Nutritics comes into possession of any information, trade secrets or other proprietary information relating to the Client Group which is either designated by the disclosing party as confidential or is by its nature clearly confidential (the “Confidential Information”), Nutritics shall not disclose such Confidential Information to any third party without the Client’s consent. The Client hereby consents to Nutritics 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 (A) 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 Nutritics in breach hereof, (B) becomes available to Nutritics on a non-confidential basis from a source other than the Client which Nutritics believes is not prohibited from disclosing such information by a confidentiality obligation to the Client Group, (C) is known by Nutritics prior to its receipt from the Client Group without any obligation of confidentiality with respect thereto, or (D) is developed by Nutritics independently of any disclosures made by the Client Group to Nutritics of such information.

 (b) The Client shall keep confidential any methodologies and technology used by Nutritics in connection with the Software.

Assignment

Neither party may assign or otherwise transfer these Terms and Conditions without the prior express written consent of the other. Neither party will directly or indirectly agree to assign or transfer to a third party any claim against the other party arising out of these Terms and Conditions.

Indemnification

(a) The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Nutritics against all Claims incurred in connection with any third party claim, except to the extent finally and judicially determined to have resulted directly from the fraud of Nutritics. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Nutritics for Claims shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claims.

Marketing Material

Nutritics is permitted to use the Client’s service marks, logos, and/or branding in external publicity material without such other party’s prior written consent as and when reasonably required.

Use of Client Name

Notwithstanding anything herein to the contrary, Nutritics may use the name of the Client and their use of the Software in marketing and publicity materials, as an indication of its experience, and in internal data systems.

Data Protection

In providing the Software to the Client, Nutritics may process personal data within the meaning of the Data Protection Acts 1988 and 2003 (the “Data Protection Acts”). Nutritics complies with the Data Protection Acts and nothing in these terms will create a duty, warranty or obligation in relation to compliance with the Data Protection Acts, nor shall they create any liabilities for Nutritics in the event of non-compliance by Nutritics with any term or provision of the Data Protection Acts in connection with Software provided to the Client.

Notice

Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by facsimile or by electronic mail and shall be deemed to have been received by the addressee within 3 business days of posting or 1 business day of transmission if sent by facsimile or by electronic mail to the correct facsimile number (with correct answerback) or correct electronic mail address.

Miscellaneous Fees

If Nutritics personnel are present on the Client's premises, the Client will provide without charge suitable office accommodation with use of telephone, fax, telecommunication facilities and secretarial services.

Clients shall reimburse all out-of-pocket expenses that may be incurred in connection with providing the Software, including travel and subsistence and the cost of providing the services of specialist support staff unless otherwise agreed in writing. Expenses, including travel and subsistence, and goods and services purchased on the Client's behalf, are charged at cost. For travel, Nutritics’ standard policies apply which are to use first class rail and economy class air travel within Ireland and business class or equivalent for overseas travel.

Governing Law and Submission to Jurisdiction

These Terms and Conditions, including exhibits and all matters relating to it, shall be governed by, and construed in accordance with, the laws of Ireland (without giving effect to choice of law principles). Any action or proceeding arising out of or relating to these Terms and Conditions or the Software shall be brought and maintained exclusively in the Courts of Ireland. The parties hereby expressly and irrevocably (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defence of inconvenient forum to the venue and maintenance of such action in any such courts.

Electronic Communications

(a) Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed facsimile, email (including email exchanged via Internet media) and voicemail communication of both sensitive and non-sensitive documents and other communications concerning these Terms and Conditions, as well as other means of communication used or accepted by the other.

(b) It is recognised that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of the Internet or from access by Nutritics personnel to networks, applications, electronic data or other systems of the Client Group.

Entire agreement, Modification and Effectiveness

(a) These Terms and Conditions supersede any previous agreement, understanding or communication, written or oral, relating to its subject matter.

(b) No variation to these Terms and Conditions shall be effective unless it is documented in writing and signed by authorised representatives of both parties.

Limitation on Warranties

Nutritics warrants that the Software will be provided with reasonable skill and in good faith. The express representations, warranties and obligations of Nutritics in these Terms and Conditions are made expressly in place of and to the exclusion (to the fullest extent permitted by law) of all other representations, terms and conditions, express or implied, statutory or otherwise, relating to anything supplied or to be supplied and services provided or to be provided by or on behalf of Nutritics under or in connection with these Terms and Conditions, including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the Software or any part.

Other Clients

Nothing in these Terms and Conditions will prevent or restrict Nutritics, from providing the Software to other clients, subject to the obligations of confidentiality set out above even if those other clients’ interests are in competition with the Client Group.

Staff

(a) The Client will not offer employment to any Nutritics staff member or induce or solicit any such person to take up employment with the Client Group; nor will the Client Group use the services of any such person, either independently or via a third party, for a period of six months following the end of any involvement by that person with any engagement for the Client. Breach of this condition will render the Client liable to pay Nutritics liquidated damages, the rate of which will be determined by the Nutritics Board and at a minimum be equal to the three times the existing salary of the individual concerned.

By installing Nutritics, you are agreeing to the terms and conditions listed above.


Privacy Policy

Last Revised: 10th December 2015

 

This document sets out the Privacy Policy of NUTRITICS LIMITED, a company incorporated under the laws of Ireland having its registered office at 22C Town Centre Plaza, Main St, Swords, Co. Dublin, Ireland, trading as Nutritics (“Nutritics”)

 

1. Overview

Nutritics is committed to the highest standards of privacy and data protection compliance and expects all its employees and management to adhere to these standards.

Nutritics operates an online dietary analysis platform which enables professionals to nutritionally analyse diet logs, meal plans, recipes and activity (the “Service”).

We understand that privacy is important to our clients. We respect your privacy and will take all reasonable steps to safeguard and protect your information as if it was our own.

2. Personal Data

The term “Personal Data”, as used in this Policy, refers to any data (whether by itself or when linked with other information in the possession of, or likely to come into the possession of, Nutritics) that can be used to identify a specific living person. Personal Data does not include information that has been aggregated or made anonymous such that it can no longer be reasonably associated with a specific person.

3. What does this Privacy Policy apply to?

This Policy applies to the Nutritics.com website, including all subpages and successor pages (collectively referred to as the “Website”), and also applies to all platform and software services (the “Services”) that we offer.

This Policy does not apply to any website, product or service of any third-party company even if the website links to (or from) our Website. Please always review the privacy practices of any third-party company before deciding whether to provide any information.

By using our Website or Services, you are accepting the practices described in this Policy. If you do not agree with this Policy, please delete all cookies from your browser cache after visiting our Website and do not visit or use our Website or Services. Your continued use of our Website or Services will signify your acceptance of this Policy.

4. Collection and Use of your Personal Data

We may collect Personal Data from our Clients in order to enable us to provide our Services.

Broadly speaking, we collect information in two ways: (1) when you provide it directly to us, and (2) passively through technology such as “cookies” (described below).

4.1 Cookies and Web Server Logs

“Cookies” are a feature of web browser software that allows web servers to recognise the computer used to access a website. Cookies can remember what information a computer accessed on one web page to streamline activities on related web pages and to make the online experience easier and more personalised. Log files are used to monitor, measure, analyse, improve, and troubleshoot our Services.

We utilise “cookies” and other technologies to collect non-personally-identifiable information from our Website and from other websites that use our Services. Information gathered through cookies and web-server log files may include information such as the date and time of visits, the pages viewed, IP addresses, links to/from any page, and time spent at our site.

We use cookie data to measure web traffic and usage activity on our Website for purposes of monitoring, troubleshooting and improving our Website and Services, to look for possible fraudulent activity, and to better understand the sources of traffic on our Website. Cookies also allow our servers to remember your account information for future visits and to provide personalised and streamlined information across related pages on our Website and also across other websites or applications that use our Services. You can choose to disable cookies for our Website but this may limit your ability to use our Website and Services.

4.2 Marketing and Cookies Opt-Out

We may occasionally email you with information about offers or new services. If you do not wish to receive this marketing material then please email admin@nutritics.com. You can also opt out of these email communications by replying with unsubscribe in the subject line, or via an unsubscribe link included in such communications. However, you will continue to receive crucial email communications related to your account and your billing with Nutritics while you have an active licence subscription.

If you wish to opt out of having cookies set on your browser, the only way to ensure that this happens is to manage the settings on your web browser to delete all cookies and disallow further acceptance of cookies. Note that disabling cookies on your browser prevents Nutritics from tracking your activities in relation to our Website and Services. However, it may also disable many of the features available through our Websites and Services and some aspects of our Services may not work properly if you do so. For more information, refer to your browser’s technical information. You may also consider visiting aboutcookies.org, which provides helpful information about cookies.

5. Website Visitors

To simply browse our Website, you are not required to provide any Personal Data. However, we may gather non-personally-identifiable information, as described directly above, solely for the purposes of monitoring and improving our Website and Services. We will not share this information with third parties or use it to target any advertisements to you.

Our Website and Services are directed to the general public. We do not knowingly collect information from children under 15 years of age or have any reasonable grounds for believing that children under the age of 15 are accessing our Website or using our Services. If we learn that we have inadvertently collected Personal Data from a child under age 15, we will delete that information as quickly as possible. If you believe that we might have any information from a child under age 15, please contact us at admin@nutritics.com.

6. Sharing and Disclosure of your Personal Data

Nutritics does not sell or rent your Personal Data to marketers or third parties. Nutritics may disclose Personal Data it collects about you to trusted third parties who are integral to the operation of our Website and Services for a variety of purposes in connection with providing our Services, operating our Website and special offers to you. These third parties may include our agents, related bodies corporate, contractors, financial institutions, payment processors, verification services and credit bureaus, as well as any third parties that you have directly authorised to receive your Personal Data.

We may store your Personal Data in locations outside the direct control of Nutritics, for instance, on servers or databases co-located with hosting providers. Some of our the related bodies corporate or third parties to whom we disclose your Personal Data are located outside of United Kingdom. These countries may include the United States of America and Ireland.

We may also disclose your Personal Data to law enforcement, government officials, or other third parties if required by law or we believe in good faith that the disclosure is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of our Terms of Service.

In addition, in the event of a merger, acquisition, reorganisation, bankruptcy, or other similar events, certain information in our possession may be transferred to our successor or assign.

Any sharing or disclosure of your Personal Data will be in compliance with applicable data protection laws and regulations.

7. Retention of your Personal Data

Personal Data that we collect and use for any purpose or purposes shall not be retained for longer than is necessary for that purpose or those purposes. You may choose to delete your account and all information in its entirety and permanently from within your account, or by emailing our team.

8. Protection of Personal Data

Nutritics takes all reasonable steps to ensure that the Personal Data we collect, use or disclose is accurate, complete, up-to-date, relevant and stored securely.

We also take all reasonable steps to ensure that the Personal Data we hold is protected from misuse, interference, loss, unauthorised access, modification or disclosure by the use of various methods including access limitation, and 256 bit Secure Socket Layer (SSL) encryption technology to safeguard all information in transit to and from our server. Other security safeguards include, but are not limited to data encryption, firewalls, and physical access controls to building and files.

Nutritics maintains strict administrative, technical and physical procedures to protect information stored in our servers, which are located in the United Kingdom (Viatel, Inbucon House, Wick Rd, Egham TW20 0HR, United Kingdom). Access to information is strictly limited (through user/password credentials and software systems) to those employees who require it to perform their job functions.

9. Financial Information

All our website financial transactions are handled through our payment services provider, Stripe. You can review the provider's privacy policy at https://stripe.com/gb/privacy. We will share information with our payment services provider only to the extent necessary for the purposes of processing payments you make via our website, refunding such payments and dealing with complaints and queries relating to such payments and refunds.

10. Client Data Security Obligations

You are fully responsible for the security of any username or password information held, or otherwise in your possession. You shall keep confidential any methodologies and technology used by Nutritics in connection with the Services.

11. Security Controls

Nutritics is responsible for protecting the security of Personal Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification.

Nutritics hosting services are provided by Viatel (www.viatel.com) in the UK (Inbucon House, Wick Rd, Egham TW20 0HR, United Kingdom) and their Irish subsidiary Digiweb in Ireland (Ballycoolen, Dublin).

Nutritics has been advised by the office of the Data Protection Commissioner that the Services are exempt from registration as a Data Controller under section 3 (G) Statutory Instrument 657 of 2007.

Nutritics is fully compliant with HL7 Messaging Requirements. HL7 and its members provide a framework (and related standards) for the exchange, integration, sharing, and retrieval of electronic health information. These standards define how information is packaged and communicated from one party to another, setting the language, structure and data types required for seamless integration between systems. HL7 standards support clinical practice and the management, delivery, and evaluation of health services, and are recognised as the most commonly used in the world.

Nutritics will comply with the applicable data protection laws, including in particular, the adoption of laws consistent with the EU Directive 95/46/EC (“EU Data Directive”) binding in United Kingdom, as amended from time to time.

12. References to Our Relationship

You agree that, from the time you begin using Nutritics until you terminate your account with us, we may identify you as a customer of Nutritics. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Nutritics.

13. Force Majeure

No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control.

14. Disputes; Choice of Law; Jurisdiction and Venue

This Agreement is concluded in English.

This Agreement 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) (a “Dispute”) will be governed by and construed in accordance with the laws of the Republic of Ireland.

Any Dispute shall be finally resolved by arbitration under the LCIA Rules by a sole arbitrator appointed in accordance with the said Rules. It is agreed that the seat of the arbitration shall be Dublin and the language of the arbitration shall be English.

Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

15. Changes to this Policy

We reserve the right to make changes to this Policy from time to time. Please review this Policy periodically to check for updates. If any changes are material and/or retroactive, we may provide additional notice and/or an opportunity to “opt-in,” as appropriate under the circumstances. We may also advise you of changes to this policy by emailing and/or mailing the revised policy to any addresses you provide us.

If you require any more information or have any questions about our privacy policy, please contact us by email at support@nutritics.com.

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