Terms and conditions

Terms and conditions
Version number: 1.0
Effective date: 01/07/2020

1. Introduction

1.1 We are 100Nuts Ltd. Our company information is at the end of this document.
2. Some definitions

2.1 Here are some definitions which are used in this document (all capitalised):
a) "App" – the Smach mobile application and any related services supplied by us.
b) "Extension" – the Smach browser extension.
c) "Website" – the official Smach website which address is www.smach.ai
d) "Consumer" - an individual acting for purposes which are wholly or mainly outside that person's trade, business, craft or profession.
e) "Content" - all information of whatever kind (including reviews / ratings, comments, images, photos, audio, video, etc.), uploaded to our Service (including messages sent via our Service).
f) "Service" – our App, our Extension, our Website and any related services.
g) "Store" – the app distributor from which you download the App (e.g. Apple App Store, Google Play App Store), or the extension distributor from which you download the Extension (e.g. Chrome Web Store, Firefox Browser Addons)
h) "Store Rules" – any applicable rules, policies or terms of the relevant Store.
i) "User" - persons or organisations using our Service (whether or not registered with us).
3. What this is all about – introduction to our terms and conditions

3.1 These are our terms and conditions which apply to our Service. We've tried to make them user-friendly. Please read them carefully and save a copy as we don't file a copy specifically for the transaction with you. They're available in English only.

3.2 These terms and conditions are an "end user licence agreement" between you and us (not the Store) in relation to our Service (i.e. setting out how we allow you to use our Service). You also agree to be legally bound by the Store Rules.

4. Changing our terms and conditions

4.1 We may change these terms and conditions by giving you notice by email, SMS and/or in-app message and/or by posting the new version on our website. Please check our website from time to time. You shall be bound by the revised agreement if you continue to use our Service following the effective date shown.

4.2 If you are a Consumer with a subscription to our Service and you don't agree to the changes (provided that they are neither minor nor required by applicable law or regulations), you can end your subscription by giving us notice by email to our email address shown below before the effective date of the revised terms and conditions. If so, we will refund any advance payments referable to the period after your termination.
5. Forming a contract with us

5.1 By downloading our App or our Extension, you enter into a legal contract with us.
6. Consumer right to cancel ("cooling off")

6.1 If you are a Consumer living in the "European Economic Area", you have the right to cancel this contract subject to the provisions set out below.

6.2 You lose the right to cancel contracts for the supply of services which have been fully performed, i.e. completed.

6.3 Please note that you will also lose the right to cancel where the supply of digital content began before the end of cancellation period with your specific agreement and you acknowledged that your right to cancel would be lost in such case.

6.4 If you do have the right to cancel, please see the instructions at the end of this document.
7. Your right to use our Service

7.1 We grant you a limited personal non-transferable right to use our Service on any applicable device owned or controlled by you (only Apple-branded where Apple Inc is the Store) subject to these terms and conditions and, where applicable, in accordance with the Store Rules.
8. Who can use our Service?

8.1 You must not use, or attempt to register on, our Service if you are below 18 years of age.
9. Acceptable use of our Service

9.1 You undertake not to do any of the following in connection with the Service:
a) breach any applicable law, regulation or code of conduct;
b) upload any Content (including links or references to other content), or otherwise behave in a manner, which:
• is defamatory, threatening, harassing, invasive of privacy, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, promoting of self-harm, misleading, abusive or deceptive;
• infringes any intellectual property or other rights of others;
• involves phishing or scamming or similar; or
• we otherwise reasonably consider to be inappropriate;
c) upload any Content which includes someone else's personal information unless that person is 18 years or over and you have obtained that person's explicit written consent or you are the parent/guardian of such person;
d) impersonate any person or entity in order to mislead others;
e) upload any Content which links to any third-party websites which are unlawful or contain inappropriate Content;
f) use the Service to provide a similar service to third parties or otherwise with a view to competing with us;
g) use the Service for junk mail, spam, pyramid or similar or fraudulent schemes;
h) do anything which may have the effect of disrupting the Service including denial of service attacks, worms, viruses, software bombs or mass mailings;
i) do anything which may negatively affect other Users' enjoyment of the Service;
j) gain unauthorised access to any part of the Service or equipment used to provide the Service;
k) use any automated means to interact with our systems excluding public search engines; or
l) attempt, encourage or assist any of the above.

9.2 You undertake to:
a) comply with any rules or requirements on our Service;
b) promptly comply with any reasonable request or instruction by us in connection with the Service; and
c) ensure that any contact or other information which you supply to us is accurate and not misleading and you will update it so that it remains so.
10. If you upload Content to our Service (e.g. reviews, ratings or photos…)

10.1 You are responsible for your Content.

10.2 You guarantee you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by the Service and these terms and conditions.

10.3 If you post a review or a rating, you guarantee that you have no personal or business relationship with the entity, product or service being reviewed, that you are not a competitor of that entity, that you have not been offered any incentive to write the review and that the review is your independent, honest, genuine opinion.

10.4 If you use any features on our Service which enable you to share your Content with third party sites, we are not responsible for use of your Content on those third-party sites. We are entitled to add to such Content a "powered by Smach" notice or any alternative attribution that we wish and with such prominence as we consider appropriate.

10.5 We reserve the right without notice or refund to reject, suspend, alter, remove or delete Content or to disclose to the police or other relevant authorities or to a complainant any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal offence may have been committed, or where required by law or where requested by the police or other appropriate authorities, or if we consider that Content does not meet our quality standards. If so, you must not attempt to re-publish or re-send the relevant Content.

10.6 It is your responsibility to decide which Content to upload (subject to these terms and conditions). We do not accept responsibility if your Content is misused by others as this is outside our reasonable control. Don't upload any Content if you are concerned that it may be misused.

10.7 We may place advertisements near or within your Content. If so, we retain all revenue from such advertisements.

10.8 It is your responsibility to make your own backup of Content to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.

10.9 We may irretrievably delete your Content without telling you after this agreement ends or if your account has been inactive for six months.

10.10 Uninstalling the Service may result in deletion of all Content on your device.
11. Important facts about Content on our Service (Please read)

11.1 The Service is solely designed for informational purpose. It is intended to help users access and understand information about food products made available in
supermarkets, stores or on online grocery websites. The Service makes it possible, now or in the future, to compare various food products, based upon rating and
ranking methodologies developed by us. These methodologies rely to a large extent on publicly available and commonly accepted guidance, such as, for example, the NOVA food classification system or recommendations published by the NHS (www.nhs.uk) or the British Nutrition Foundation (www.nutrition.org.uk). As we are
not a food business operator, please rely on all other information directly available on food products' packages in supermarkets and stores or on online grocery websites.

11.2 The Service does not provide any medical or health advice. It is not intended to be used as a substitute for medical or nutritional advice and we make no promise that any food products, dishes, recipes or diets available on the Service are suitable for you whether in relation to allergies, intolerances or otherwise. Please consult your doctor if you have or think you may have a medical condition. Please consult with your nutritionist before adopting any diet or meal plan for health problems or dietary restrictions.

11.3 We put a lot of care in delivering our Service but we do not guarantee that the Content on our Service is complete, accurate or up to date and we do not accept legal responsibility for it. You rely on such information at your own risk. For example, nutritional information (e.g., calories, vitamins, proteins, carbohydrates, etc..), ingredients and allergens displayed on our Service rely on information available from online grocery websites and from food producers. In spite of all our efforts, inaccuracies and mistakes may happen so we recommend that you perform your own check on food products' packages or on online grocery websites before placing your purchase order.

11.4 We do not guarantee that any reviews or ratings shown on our Service are accurate or that they will reflect your own experience with any product. Our ratings are based on proprietary methodology and on aggregated information taken from a range of sources.

11.5 You can use our Service to obtain suggestions for alternative products to any product of your choosing.
a) All suggestions generated via our Service will be based on our rating and ranking methodologies, which are based on objective parameters. All suggestions are independent of any influence by food companies, online grocery websites or food producers.
b) Since a large number of suggestions may satisfy your preferences, we reserve the right to display a limited number of suggestions. The choice of suggestions presented to you, and the order of presentation of these suggestions may depend on remuneration paid to us by online grocery websites or food producers.
c) We put a lot of care in delivering our Service but manifest errors are possible and some suggestions may not accurately reflect your preferences in terms of food types, allergens, intolerances, nutritional composition or otherwise. We will appreciate if you notify us on the App, or by email on our Contact email address below, of any piece of information, or suggestion, which you regard as wrong or inaccurate. This will help us improve our Service.

11.6 We are independent from food producers, food retailers and food groceries. Our Service has no affiliation, directly or indirectly, with food producer, food retailer or food grocery.
12. Dealing with other Users

12.1 You accept that we have no obligation to vet or monitor Users or their Content. You rely on such information and/or deal with other Users at your own risk. We accept no legal responsibility for the accuracy of, or otherwise in relation to, any such Content or in connection with any dealings between Users. It is your responsibility to carry out careful and detailed investigations before dealing with other Users including use of or reliance on their Content. You should not assume that any Content from another User is accurate and be aware that a person may not be who he or she claims to be.

12.2 You acknowledge that in using the Service you may encounter behaviour or Content which you consider inappropriate. If so, please email us to our email address shown below (including if you wish to give us notice of defamatory material). Please also use any available blocking mechanisms, seek relevant external help If appropriate (e.g. from law enforcement authorities) and/or stop using the Service.
13. Other peoples' services

13.1 We may display other peoples' services, advertising and /or links to their websites, when this is permitted by the Store Rules. We do not recommend or endorse, nor are we legally responsible for, any of these. You use them at your own risk.

13.2 When you place a food order with an online grocery website, your order is a contract with the online grocery website, not with us. Before you place your order, it is your responsibility to check their terms and conditions and their privacy policies.
14. Your account

14.1 Unless otherwise specifically stated on our Service, your account is for your personal use only and is non-transferable. You undertake not to allow any other person to use your account. You undertake to take reasonable care to keep your login information confidential and to notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).
15. Payment

15.1 While parts of our Service are available to Users free of charge, certain features may be available only to Users who subscribe. Subscriptions can be acquired at the prices, for the periods and by the payment methods specified on our Service. Payment is in advance.

15.2 The prices shown on our website or on our App include any applicable VAT unless we say otherwise.

15.3 You are legally committed to pay your subscription payment once we confirm your order.

15.4 If we have mis-priced any part of our Service, we are not obliged to supply the Service provided we notify you. If we do notify you, then you can decide if you want continue with the Service at the correct price but, if you do not, we will provide a full refund of any payments already made.

15.5 Where stated on our Service when you subscribed, your subscription will continue to be auto-renewed for the same subscription period which you signed up to unless you end your subscription before the renewal date by following the instructions on our Service. Ending your subscription does not entitle you to a refund. You authorise us and our payment provider to charge your payment card for the relevant amounts when payments are due in accordance with this agreement.

15.6 We may at any time change our subscription prices. The new rate takes effect if you apply for a new subscription after we post the new prices on our Service. For existing subscribers, we will give you notice by email at least one month before any price change takes effect. If you do not accept the new fee, you should end your subscription by following the instructions on our Service. Otherwise the next renewal of your subscription after the one month's notice will be at the new price.

15.7 You must contact us immediately with full details if you dispute any payment.
16. Discount codes

16.1 We may offer discount codes from time to time. Such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered and are not transferrable or redeemable for cash. Unless otherwise stated: codes (1) are only available for future new orders placed online; (2) cannot be used retrospectively; (3) can only be redeemed once per customer; and (4) expire after 12 months. You cannot use more than one discount code per transaction unless we state otherwise; if we do so, the order in which the codes are to be applied is in our sole discretion.

16.2 We reserve the right to reject any discount code if we consider that it is being used in breach of these terms. Discount codes are subject to any additional specific terms and conditions which are specified at the point of issue. We reserve the right to discontinue or otherwise modify any discount codes at any time without prior notice.
17. Support

17.1 We do not supply support except to the extent specifically stated on our Service, as may be varied from time to time. You acknowledge that the Store has no obligation to supply any maintenance and support services in relation to the App or to the Extension.
18. Compatibility of App

18.1 The App is compatible with recent mobile devices and associated operating systems (OS's) which have been released as at the date we launched the App (or as at the most recent App update). We do not guarantee that the App is or will be compatible with any other devices or OS's. We may issue App updates through the Store; if so, you may not be able to use our App properly or at all until you have downloaded the update, which may be subject to the agreement of new terms and conditions. It is your responsibility to frequently monitor for App updates and to install them as soon as they become available.
19. Functioning of our Service

19.1 We do not guarantee that the Service will be uninterrupted or error-free. We are entitled, without notice and without liability (a) to suspend the Service for repair, maintenance, improvement or other technical reason and (b) to make changes to the Service provided these don't have a seriously negative effect on the Service.
20. Ending or suspending this contract

20.1 This contract automatically ends if your subscription expires without renewal. [if no free service]

20.2 You may at any time end this contract by closing your account in accordance with the instructions on our Service and/or by uninstalling the App or the Extension from all of your devices. (This doesn't entitle you to a refund unless you have Consumer "cooling off" rights, explained above.)

20.3 We are entitled at any time (with or without notice) to end this contract or suspend part or all of our Service or impose restrictions on our Service if:
a) we have reason to believe that you have breached our terms and conditions;
b) any fees due to us are unpaid / unjustifiably charged back;
c) we think that it is necessary to protect us or others; or
d) we are required to do so by law or appropriate authority.
If we end the contract, we will refund subscription payments relating to the period after termination.

20.4 We are entitled at any time to end this contract without giving reasons by email notice and/or by SMS and/or in-app message. If so, we will refund in full any fees already paid which relate to the period after termination.

20.5 We are entitled at any time to end this contract by email notice and/or by SMS and/or in-app message without refund if we terminate our Service as a whole.

20.6 If either of us ends this contract:
a) Your right to use our Service and all licences are terminated.
b) Existing rights and liabilities are unaffected.
c) All clauses in this contract which are stated or intended to continue after termination will continue to apply.
d) You must not attempt to re-register for or continue to use our Service if we have given you notice of termination.
21. Liability – restrictions on our legal responsibility (IMPORTANT)

21.1 Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents.

21.2 Very important: If you are a Consumer, we shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
a) there is no breach of a legal duty owed to you by us or by any of our employees or agents;
b) such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the
time we entered into this contract);
c) such loss or damage is caused by you, for example by not complying with this agreement; or
d) such loss or damage relates to a business of yours.

21.3 Very important: If you are a Consumer, you will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).

21.4 The following clauses apply only if you are not a Consumer:
a) If you are or were a subscriber, our total aggregate liability of any kind (including our own negligence) is limited to the total fees paid by you to us in connection with our Service.
b) In no event (including our own negligence) will we be liable for any:
• economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
• loss of goodwill or reputation;
• special, indirect or consequential losses; or
• damage to or loss of data (even if we have been advised of the possibility of such losses).
c) You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.
d) To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.
e) This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.

21.5 The following applies where Apple Inc is the Store:
a) In the event of any failure of the App to conform to any applicable warranty,
you may notify Apple, and Apple will refund the purchase price for the App (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility subject to these terms and conditions.
b) We, not Apple, are responsible for addressing your claims or the claims of any third party relating to the App or the end-user's possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation including use of HealthKit and HomeKit frameworks.

21.6 Exclusion of liability for information:
a) Most of the information on our Service is sourced from third parties. We put a lot of care in delivering our Service but we do not guarantee that information is complete, up to date, or accurate. We exclude all liability in respect of the accuracy, completeness, fitness for purpose of any information accessed on the Service.
22. Intellectual property rights (e.g. copyright)

22.1 The intellectual property rights in all material used on or in connection with our Service are owned by us or by our partners or other Users. For your personal use only, you may view such material on your device. You must not otherwise use such material including copying, publishing, selling or adapting it or taking extracts from it without our specific prior written consent. You must not misrepresent the ownership or source of such material, for example by changing or removing any legal notices or author attributions.

22.2 Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any Content on our Service without our specific prior written consent.

22.3 You must not circumvent or otherwise interfere with any security related features of the Service or features that limit or prevent copying of Content or which restrict use of Content.

22.4 You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not create or use a modified or derivative version of our software or distribute or sublicense our software to third parties. You must take reasonable steps to ensure that our software is not disclosed to any third party.

22.5 If you upload any Content to our Service or provide us with any ideas or suggestions for our Service, you allow us at no cost, and forever, to use and adapt all or part of such material however we wish in any media formats, whether on our own Service or on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media, including for the purpose of redistribution or promotion of our Service. You waive your "moral rights" in relation to such Content to the extent legally allowed. You also allow each User to use your Content in accordance with these terms and conditions.

22.6 In the event of any third party claim that the Service or your possession and use of the Service infringes that third party's intellectual property rights, we, not the Store, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
23. Privacy

23.1 You acknowledge and agree that we may process your personal information in accordance with the terms of our privacy policy which is subject to change from time to time.
24. Events outside our control

24.1 We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.
25. Legal compliance

25.1 You promise that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. (This clause is required by Apple, Inc.)
26. Apple Inc is a "Third Party Beneficiary"
27. Where Apple Inc is the Store: you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third-party beneficiary thereof.
28. Transfer

28.1 We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
29. English law

29.1 This contract is under English law and any disputes will be decided only by the courts of the United Kingdom. If you are a Consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these terms and conditions affects your rights as a consumer to rely on such mandatory provisions of local law. You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/. Our email address is at the end of this document.
30. General but important stuff

30.1 We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated above). Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a "waiver" (i.e. that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as expressly stated otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.
31. Complaints

31.1 If you have any complaints, please contact us via the contact details shown below.
32. Company information

32.1 Company name: 100Nuts Ltd
32.2 Trading name: Smach.ai
32.3 Country of incorporation: England and Wales.
32.4 Registered number: 11084302
32.5 Registered office and trading address: Lower Ground Floor, One George Yard, London, United Kingdom, EC3V 9DF
32.6 Contact email address: info@Smach.ai
32.7 Other contact information: See our website.
32.8 VAT number: Not Applicable

The following applies if you have the right to cancel this contract (as explained above):

Right to cancel
1. You have the right to cancel this contract within 14 days without giving any reason.
2. The cancellation period will expire after 14 days from the day of the conclusion of the contract.
3. To exercise the right to cancel, you must inform us 100Nuts Ltd, Lower Ground Floor, One George Yard, London, United Kingdom, EC3V 9DF (email address above) of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or email). You may use the model cancellation form below but it is not obligatory.
4. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation
5. If you cancel this contract, we will reimburse to you all payments received from you.
6. We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.
7. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
8. If you requested us to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

Complete and return this form only if you wish to cancel the contract:
— To 100Nuts Ltd, Lower Ground Floor, One George Yard, London, United Kingdom, EC3V 9DF (email address above):
— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/ for the supply of the following service [*],
— Ordered on [*]/received on [*],
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) (only if this form is notified on paper),
— Date
[*] Delete as appropriate