Terms & Conditions

The Terms and Conditions set out below govern your use of Nutritics Group softwares, Nutritics Group is comprised of Nutritics Limited, Ten Kites Limited and Nutritics Australia Pty Ltd (“Nutritics”). By continuing to use the software, you are deemed to have agreed to these terms. In the event that you do not agree, please do not proceed with using the software and contact  support@nutritics.com.

Terms and Conditions
Data Processing Agreement
Foodprint Terms and Conditions
Privacy Policy – Nutritics Software
Libro Privacy Policy
Modern Slavery and Human Trafficking Statement

TERMS AND CONDITIONS

Please read this Agreement carefully. We will ask for the Customer’s acceptance of this Agreement before providing any Services; the acceptance may take the form of the Customer paying our invoice or a Customer user logging in, for the first time, to the Subscription Services.

1. Interpretation
   1. In this Agreement, the following words and phrases have the specified meanings:

1. Agreement: this software services agreement including these terms and conditions, any signature page and all Orders, as amended from time to time in accordance with its terms.
2. Agreement Term: the term of this Agreement.
3. Application: the Supplier’s proprietary software as identified in an Order, including any error corrections, updates, upgrades, modifications and enhancements applied to it by or on behalf of the Supplier.
4. Authorised Users: those employees and contractors of the Customer who have been authorised by the Customer to use the Subscription Services.
5. Confidential Information: the Customer Confidential Information and/or the Supplier Confidential Information.
6. Customer Confidential Information: 

1. the Customer Personal Data; and
2. any other information disclosed by or on behalf of the Customer to the Supplier at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been understood by the Supplier (acting reasonably) to be confidential.

7. Customer Data: all data uploaded to, collected using, stored on, processed by or transmitted via the Subscription Services by the Customer or any Authorised User, but excluding log files and analytics data generated by or as a consequence of the use of the Subscription Services; and all data provided by the Customer to the Supplier for uploading to the Subscription Services.
8. Customer Personal Data: any personal data (within the meaning of such term in all or any of the Data Protection Laws) processed by the Supplier on behalf of the Customer under this Agreement.
9. Data Protection Laws: the General Data Protection Regulation (Regulation (EU) 2016/679), that EU Regulation as transposed into UK law, and all other applicable laws regulating the processing of personal data.
10. Data Retention Period: the period of 90 days following the end of a Subscription Term.
11. Fees: the fees, charges and other amounts payable by the Customer to the Supplier under this Agreement, as described in an Order or elsewhere in this Agreement.
12. Order: any order for Services agreed by the parties in writing; at the Supplier’s discretion, an Order document may constitute the initial invoice with respect to a Subscription.
13. Platform: the software and hardware platform managed by the Supplier and used by the Supplier to provide the Subscription Services, including an Application.
14. Services: Subscription Services, any related support and any other services provided or to be provided by the Supplier to the Customer under this Agreement.
15. Subscription: an identified subscription made under an Order through which the Customer agrees to purchase and the Supplier agrees to provide one or more Subscription Services. 
16. Subscription Services: the provision of an Application as a service to the Customer via the internet under a Subscription.
17. Subscription Start Date: the relevant date specified as such in the applicable Order.
18. Subscription Term: the term of a particular Subscription.
19. Subscription Year: a period of 12 months beginning on the Subscription Start Date or at the end of a preceding Subscription Year.
20. Supplier Confidential Information: 

1. the financial terms of this Agreement and each Order; and
2. any other information disclosed by or on behalf of the Supplier to the Customer at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential.
3. Agreement, Orders and Subscriptions
   1. This Agreement shall commence on the date of its acceptance by the Customer following the issue by the Supplier of a signature page, quotation, proposal or initial invoice referencing these terms and conditions; and this Agreement shall continue for an indefinite period, unless and until terminated in accordance with its express terms. 
   2. By entering into this Agreement, the parties have agreed an initial Order. From time to time during the Agreement Term, the parties may agree to additional Orders.
   3. Unless terminated by either party in accordance with the terms of this Agreement, each Subscription will automatically renew at the end of its current term, subject to the agreed renewal pricing and terms, until either party provides written notice of termination.
   4. Either party may terminate:
      1. this Agreement (including all Orders and Subscriptions);
      2. any Order (including all Subscriptions under the Order); or
      3. any Subscription,

by giving to the other party at least 30 days prior written notice of such termination.

5. The Supplier may terminate an Order or Subscription with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the corresponding Order on the due date for payment or commits a breach of any term of the Order (or any provision of this Agreement relating to the Order).
6. The termination of an Order will not affect the subsistence of this Agreement or any other Order; and the termination of a Subscription will not affect the subsistence of this Agreement, any Order or any other Subscription.

3. Subscription Services
   1. With respect to each Subscription, the Supplier hereby grants to the Customer on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence to allow the Authorised Users to access and use the Subscription Services in accordance with any documentation made available by the Supplier during the applicable Subscription Term for the Customer’s internal business use, subject to clauses 3.2 and 3.3.
   2. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, the Customer shall not (and shall procure that the Authorised Users do not):
      1. attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform or Subscription Services;
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform or Subscription Services;
      3. access all or any part of the Platform or Subscription Services in order to build a product or service which competes with the Subscription Services;
      4. use the Platform or Subscription Services to provide services or distribute software to third parties;
      5. transfer, temporarily or permanently, any of its rights under this Agreement; or
      6. attempt to obtain, or assist third parties in obtaining, access to the Platform or Subscription Services, other than as provided under this clause 3.
   3. The Customer must (and must ensure that the Authorised Users):
      1. not use the Platform or Subscription Services in any way that causes, or may cause, damage to the Platform or Subscription Services or impairment of the availability or accessibility of the Platform or Subscription Services;
      2. not use the Platform or Subscription Services in any way that is unlawful, illegal, fraudulent, deceptive or harmful or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; and
      3. only use the Platform and Subscription Services strictly in accordance with any acceptable use policy published via the Subscription Services from time to time.
   4. The Supplier shall use reasonable endeavours to maintain the availability of the Subscription Services during the relevant Subscription Term but does not guarantee 100% availability.
   5. The Customer acknowledges that the Platform and Subscription Services will be updated by the Supplier from time to time and, in particular, that the Supplier may add new features to the Subscription Services, alter existing features of the Subscription Services and/or remove features from the Subscription Services.
   6. The Supplier may provide support with respect to the Subscription Services during the applicable Subscription Term. Any such support shall be provided with reasonable skill and care, but the Supplier gives no other warranties, representations of guarantees in relation to such support.
4. Customer obligations 
   1. The Customer grants to the Supplier a non-exclusive licence to store, copy and otherwise use Customer Data on and in relation to the Platform for the purposes of operating the Platform, providing the Subscription Services and other Services, fulfilling the Supplier’s obligations under this Agreement and exercising the Supplier’s rights under this Agreement. The Customer also grants to the Supplier the right to sub-license these rights insofar as reasonably required for these purposes.
   2. The Customer shall:
      1. provide the Supplier with all such co-operation and access to information as is reasonably requested by the Supplier; 
      2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under or relating to this Agreement; and
      3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. 
5. Fees
   1. All Fees and other amounts are stated exclusive of value added tax.
6. Data protection
   1. The details of the Supplier’s processing of Customer Personal Data shall be set out in the relevant Order.
   2. The Supplier shall only process the Customer Personal Data for the purposes of providing the Services, performing its other obligations under this Agreement and exercising its rights under this Agreement.
   3. The Supplier shall only process the Customer Personal Data during the Agreement Term and the relevant period following the Agreement Term specified an Order, subject to the other provisions of this clause 6.
   4. The Supplier shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to international transfers of the Customer Personal Data that are restricted under the Data Protection Laws), as set out in this Agreement or any other document agreed by the parties in writing.
   5. The Supplier shall promptly inform the Customer if, in the opinion of the Supplier, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
   6. Notwithstanding any other provision of this Agreement, the Supplier may process the Customer Personal Data if and to the extent that the Supplier is required to do so by applicable law. In such a case, the Supplier shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
   7. The Supplier shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
   8. The Supplier shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
   9. The Supplier must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Supplier shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate this Agreement on 7 days’ written notice to the Supplier, providing that such notice must be given within the period of 7 days following the date that the Supplier informed the Customer of the intended changes. The Supplier shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Supplier by this clause 7.
   10. With respect to Customer Personal Data processed by the Supplier under an Order, the Supplier is hereby generally authorised by the Customer to engage, as sub-processors of that Customer Personal Data, third parties within the categories identified in the applicable Order.
   11. The Supplier shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
   12. The Supplier shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. 
   13. The Supplier must notify the Customer of any breach affecting the Customer Personal Data without undue delay and, in any case, not later than 36 hours after the Supplier becomes aware of the breach.
   14. The Supplier shall make available to the Customer all information necessary to demonstrate the compliance of the Supplier with its obligations under this clause 7.
   15. Subject to clause 12.2, the Supplier shall following the completion of the Services delete all copies of the Customer Personal Data in its possession or control, save to the extent that applicable law requires storage of that Customer Personal Data.
   16. The Supplier shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Supplier’s processing of Customer Personal Data with the Data Protection Laws and this clause 7.
7. Confidentiality
   1. Each party must keep the Confidential Information of the other party strictly confidential. 
   2. Notwithstanding clause 8.1, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a reasonable need to access the Confidential Information that is disclosed and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
   3. No obligations are imposed by this clause 8 with respect to a party’s Confidential Information if that Confidential Information:
      1. is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
      2. is or becomes publicly known through no act or default of the other party (including, in the case of Customer Confidential Information, the publication of that Customer Confidential Information by the Customer using the Subscription Services); or
      3. is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
8. Warranties and indemnity
   1. The Customer warrants to the Supplier that:
      1. all the information that the Customer supplies to the Supplier in relation to this Agreement is true, non-misleading, up to date and reasonably complete; and
      2. without prejudice to the generality of the foregoing, all nutritional and allergen data included in the Customer Data is correct and will be kept up to date by the Customer.
   2. If the Supplier reasonably suspects that there has been a breach by the Customer of clause 3.3 or 9.1, the Supplier may unpublish relevant elements of Customer Data and/or suspend any of or all the Services and/or the Customer’s access to the Platform while the Supplier investigates the matter.
   3. The Customer acknowledges that:
      1. complex software is never wholly free from defects, errors and bugs, and the Supplier gives no warranty or representation that the Platform or Subscription Services will be wholly free from such defects, errors and bugs;
      2. complex software is never wholly free from security vulnerabilities, and the Supplier gives no warranty or representation that the Platform or Subscription Services will be wholly free from such vulnerabilities; 
      3. the Customer assumes sole responsibility for results obtained from the use of the Subscription Services by the Customer, and for conclusions drawn by or on behalf of the Customer from such use; and
      4. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
   4. The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Customer’s or any Authorised User’s use of the Subscription Services otherwise than in accordance with this Agreement. 
9. Limitation of liability
   1. This 9 sets out the entire financial liability of each party to the other party for any breach of contract, representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence and breaches of statutory duty) arising under or in connection with this Agreement.
   2. Nothing in this Agreement limits or excludes the liability of a party:
      1. for death or personal injury caused by negligence;
      2. for fraud or fraudulent misrepresentation; or
      3. in any way that is not permissible under applicable law. 
   3. The Supplier shall not be in breach of this Agreement or liable to the Customer due to any event beyond its reasonable control.
   4. The Supplier shall not be liable to the Customer for any loss of profits, loss of business, loss of contracts or commercial opportunities, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss or damage.
   5. The Supplier shall not be liable for any loss or corruption of data or information, providing that this clause 9.5 shall not apply to any liability of the Supplier arising out of the breach by the Supplier of clause 6 or 7.
   6. The Supplier will not be liable to the Customer in respect of any loss or damage arising out of a denial of service attack, a computer virus or other malicious software attack or infection, or the interruption to a business process due to the temporary unavailability of the Subscription Services and/or suspension of the Subscription Services.
   7. The Supplier’s total aggregate liability arising in connection with the performance or contemplated performance of this Agreement shall be limited to the fees paid by the Customer in the past 12 months.
10. Termination of Agreement
    1. A party may terminate this Agreement (including all Orders and Subscriptions) with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of this Agreement; or
       2. the other party is or becomes bankrupt or insolvent, or enters into any bankruptcy or insolvency procedure or proceedings in any jurisdiction, or is unable to pay its debts as they fall due (subject to applicable law).
    2. The Supplier may terminate this Agreement (including all Orders and Subscriptions) with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement by the due date for payment.
11. Effects of termination
    1. On termination of an Order or Subscription for any reason all licences granted under the Order or Subscription shall immediately terminate.
    2. Upon and following the termination of an Order or Subscription, the Customer Data processed and stored under that Order or Subscription shall be subject to the following provisions:
       1. provided that the Customer has paid all Fees and other amounts outstanding at and resulting from termination, the Supplier shall deliver a back-up copy of the Customer Data (in its raw format or another format determined by the Supplier acting reasonably) to the Customer before the end of the Data Retention Period; and
       2. the Supplier shall promptly following the end of the Data Retention Period delete all copies of the Customer Data in its possession or control.
    3. Upon termination of this Agreement for any reason, all the provisions of this Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): clauses 1, 4.1, 6, 7, 8.4, 19, 11 and 12.
12. General
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
    2. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    3. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement. 
    4. This Agreement may not be varied except:
       1. by the written agreement of the parties;
       2. from the start of a Subscription Year, by the Supplier giving to the Customer at least 14 days’ prior written notice of the variation; and 
       3. where reasonably necessary to ensure that the parties comply with changes to applicable law, by the Supplier giving to the Customer prior written notice of the variation,

providing that, if any variation under clause 12.4(b) is notified to the Customer, and that variation has a material negative effect upon the position of the Customer and does not fall within clause 12.4(c), the Customer shall have the right to terminate this Agreement on written notice to the Supplier. Such notice must be given to the Supplier before the start of that Subscription Year and before the Customer has paid the Supplier any Fees with respect to that Subscription Year.

5. If the parties agree that the Supplier’s standard master services agreement or another agreement negotiated by the parties shall apply to any services, then from the date that that master services agreement or negotiated agreement comes into force, it shall apply in place of these terms and conditions.
6. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.
7. This Agreement shall be governed by, and construed in accordance with, the law of Ireland and the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises under or in connection with this Agreement.

DATA PROCESSING AGREEMENT 

1.               Definitions

1.1            In this Data Processing agreement (DPA), the following definitions apply.

                    DPA: this data processing agreement including the acknowledgement of this agreement via electronic confirmation of acceptance of terms & conditions, and any amendments to this DPA from time to time.

                    Customer Personal Data: any Personal Data that is processed by the Supplier on behalf of the Customer under or in relation to the Services Agreement.

                    Data Protection Laws: the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data.

                    EU GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.

                    Order: means a particular order for Services made within the framework of the Services Agreement.

                    Personal Data: personal data under any of the Data Protection Laws.

                    Services: services provided by the Supplier to the Customer under the Services Agreement.

                    Services Agreement: the contract identified as such on the Signature Page.

                    Signature Page: the page of this DPA to which these terms and conditions are attached setting out the parties’ details and executed by or on behalf of each party.

                    UK GDPR: the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time.

2.               Status of DPA

2.1            This DPA supplements and forms a part of the Services Agreement.

2.2            The provisions of this DPA shall come into force upon the coming into force of the Services Agreement; and the provisions of this DPA shall continue in force until the Services Agreement is terminated.

2.3            If there is a conflict between this DPA and any other part of the Services Agreement, then this DPA shall take precedence.

2.4            For the avoidance of doubt, any breach of the provisions of this DPA shall constitute a breach of the Services Agreement, and the limitations and exclusions of liability in the Services Agreement shall apply with respect to any liability of a party under the provisions of this DPA.

3.               Legal compliance

3.1            The Supplier shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

3.2            The Customer warrants to the Supplier that it has the legal right to disclose all Personal Data that it does in fact disclose to the Supplier under or in connection with the Services Agreement or this DPA.

4.               Details of processing

4.1            The Customer shall only supply to the Supplier, and the Supplier shall only process, in each case under or in relation to this DPA:

(a)         the Personal Data of data subjects falling within the categories specified on the Signature Page or in an Order (or such other categories as may be agreed by the parties in writing); and

(b)         Personal Data of the types specified on the Signature Page or in an Order (or such other types as may be agreed by the parties in writing).

4.2            The Supplier shall only process the Customer Personal Data for the purposes of providing the Services, performing its other obligations under the Services Agreement or this DPA and exercising its rights under the Services Agreement or this DPA.

4.3            The Supplier shall only process the Customer Personal Data during the term of the Services Agreement and the relevant period following the end of that term specified on the Signature Page or in an Order, subject to the other provisions of this DPA.

5.               Processing instructions

5.1            The Supplier shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in the Services Agreement or this DPA or any other document agreed by the parties in writing.

5.2            The Customer hereby authorises the Supplier to make the following transfers of Customer Personal Data:

(a)         the Supplier may transfer the Customer Personal Data to its third party processors in the jurisdictions identified on the Signature Page or in an Order and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(b)         the Supplier may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

5.3            The Supplier shall promptly inform the Customer if, in the opinion of the Supplier, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

5.4            Notwithstanding any other provision of this DPA, the Supplier may process the Customer Personal Data if and to the extent that the Supplier is required to do so by applicable law. In such a case, the Supplier shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

6.               Protection of Customer Personal Data

6.1            The Supplier shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6.2            The Supplier shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

7.               Third party processors

7.1            The Supplier must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Supplier shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Services Agreement on 7 days’ written notice to the Supplier, providing that such notice must be given within the period of 7 days following the date that the Supplier informed the Customer of the intended changes. The Supplier shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Supplier by this DPA.

7.2            The Supplier is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the categories identified on the Signature Page or in an Order.

8.               Assistance, notifications and information

8.1            The Supplier shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

8.2            The Supplier shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Supplier may charge the Customer at its standard time-based charging rates for any work performed by the Supplier at the request of the Customer pursuant to this clause 8.2.

8.3            The Supplier must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 36 hours after the Supplier becomes aware of the breach.

8.4            The Supplier shall make available to the Customer all information necessary to demonstrate the compliance of the Supplier with its obligations under this DPA. The Supplier may charge the Customer at its standard time-based charging rates for any work performed by the Supplier at the request of the Customer pursuant to this clause 8.4, providing that no such charges shall be levied with respect to the completion by the Supplier (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

8.5            The Supplier shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Supplier’s processing of Customer Personal Data with this DPA. The Supplier may charge the Customer at its standard time-based charging rates for any work performed by the Supplier at the request of the Customer pursuant to this clause 8.5, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Supplier of this DPA or any security breach affecting the systems of the Supplier.

9.               Deletion of Customer Personal Data

9.1            The Supplier shall following the end of the retention period specified on the Signature Page (or such other period as may be agreed in an Order) delete all copies of the Customer Personal Data in its possession or control, save to the extent that applicable law requires storage of that Customer Personal Data.

10.            Changes to Data Protection Laws

10.1        If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this DPA, then the parties shall use their best endeavours promptly to agree such variations to this DPA as may be necessary to remedy such non-compliance.

Foodprint Terms and Conditions

Nutritics Foodprint labels are based on calculations made using various sources of information. While we strive to provide accurate and reliable information from scientific sources, we cannot guarantee the accuracy or completeness of these estimates. We encourage you to exercise your own judgement and due diligence in evaluating the environmental impact of products and make your own decisions based on your own research and analysis. Please note that the use of Foodprint labels does not constitute an endorsement or certification of the environmental impact of products, and are not intended for comparison between products or suppliers. 

By using Foodprint labels, you acknowledge and agree that they are only intended to provide food or recipe level information and should not be relied upon as a substitute for your own independent research and analysis. It is the responsibility of the Requestor to provide comprehensive, relevant information that reflects their production practices. Food business operators, at all stages of the food chain, where their activities concern the provision of food information have an obligation to ensure the accuracy of provision of food information. Nutritics assumes no responsibility for any errors or omissions in the information provided.

It is the user’s responsibility to ensure that they comply with all relevant regulations and have the proper authorisation to use and display brand accreditation logos. By using the online system and displaying the logos, the user represents and warrants that they have the legal right to do so and will comply with all applicable laws and regulations from the relevant authorising body. Nutritics makes no representations or warranties regarding the accuracy or completeness of any accreditation logo or the legality of any user’s use of such logo. By using our system, you acknowledge and agree that in the event of a regulatory request for data related to brand use, we are obligated to provide such information to the requesting regulatory body. Nutritics 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.

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

Privacy Policy – Nutritics Software

Last Revised: January 2020

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, contracted resale partners and management to adhere to these standards.
Nutritics operates an online nutrition management platform which enables professionals to nutritionally analyse diet logs, meal plans, recipes, activity and manage menus (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.

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 contact you through email, phone or with notices posted on our websites or apps. We will send you messages about our products, security, or other service-related issues. We will also send messages about how to use the products, software updates, events, and promotional messages. You may change your communication preferences at any time. Please be aware that you cannot opt-out of receiving service messages from us, including security and legal notices, 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 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. 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. Customer Service Management 

We use HubSpot and Front to mange our customer services. This service provider will not contact any individual or company under our explicit instruction. Hubspot and Front act as a Subscription Service and Consulting Services to Nutritics as permitted by applicable law. You can review Hubspot’s privacy policy here and Front’s privacy policy here.

11. 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.

12. 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 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 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.

13. 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 Client of Nutritics. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Nutritics.

14. 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.

15. 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.

16. 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

Libro Privacy Policy / Terms of Service (Direct to Consumer)

This privacy statement explains how we collect, use, share and protect your personal information along with your personal health information when you log into our application (app) Libro. Please take the time to read the statement carefully and be aware that by using the app, you agree that you have read this privacy statement and are consenting to the privacy practices described here. We will not use or disclose your information without your consent, except as described in this privacy statement. 

Disclaimer / Your Health information 

You are responsible for your own health. The suggestions provided here are suggestions. There are many variables to consider and every individual is different. We recommend that you always consult a medical professional before making changes to diet or physical activity. We are not responsible for any personal injury or any damages that may have been the result, direct or indirect, of any use or misuse of the services.

The information we collect and how we collect it

Personal information: As part of the registration process for the app we will collect certain personal information including your email, date of birth and gender. At any stage you can decide not to provide us with certain details of your personal information. However if you do choose not to provide us with certain information it could affect our ability to provide you with certain aspects of our service. 
Personal health information: In order to offer you all aspects of our apps service we require you to provide information about your health, such as weight and other anthropometric measurements. Without this information we will be unable to offer you specific individualised advice. However all of this information is purely to deliver you the best possible advice. It will remain anonymous and will not be shared with any external / third parties. 

How we use your information 

In general personal or personal health information you share with us is used to:
Provide you with general advice / suggestions that are personalised to your diet and activity 

• To facilitate the creation of and secure your account on our network 
• To improve our service, including researching and developing new features as part of this service 
• To personalize the service to better meet your needs 
• To analyse performance and trends of our service 
• To investigate and help prevent security issues and abuse 

Data you have shared with us is never sold nor shared with 3rd parties. It is never used for advertising purposes. 
We may create anonymous data records from personal data by excluding information (such as your name, date of birth, email etc) that make the data personally identifiable to you. This anonymous data may be used to analyse your usage patterns and improve the content of our application. The anonymous data may also be used for health research purposes, including but not limited to research focused on improving our current knowledge around capturing habitual dietary intake data. 

Data retention policy

In relation to your personal data we will retain the data for the duration of a user’s active subscription with the app and for a reasonable time thereafter. If you would like us to delete your data you can contact us and we will respond within a reasonable time. 

Security of your personal data

We are committed to protecting the security of your personal data. We limit access of your personal data to employers and contractors who need to know that information in order to operate, develop or improve our application. We protect your personal information from loss or theft, as well as unauthorized access, disclosure, copying, use or modification. Please be aware that no security system can prevent all potential security breaches. While we will make every possible effort to do so we cannot guarantee absolute security. 

Using our services 

Using our service requires you to follow some simple rules. Do not misuse the service so that anyone is harmed in any way. By using the service you agree that: All the personal information provided by you is accurate and up to date. You are solely responsible for all the activities on your account and all the content that is uploaded and / or created under your account. 
Your membership, under your email and password is personal and may not be transferred or used by someone else. You are responsible for storing your login details in a safe manner. We are not responsible for any loss or damage caused by unauthorized access to your account or use of your login details. If you learn of any unauthorised use of your account you must immediately inform us. 
The application is not intended for use by persons under the age of 18 years unless supervised by a healthcare professional using Nutritics. To use this application, you must be 18 years and over unless specifically invited by a healthcare professional using Nutritics who has sought appropriate permissions. 
Violation of any of these terms will lead to a direct termination of your user account. 
You may not engage in any commercial activities, advertise and/or provide links to where commercial activities are present through our services. 
You may not transmit and/or distribute files that may damage ours and others computers or property (e.g. viruses). 
You may not share others personal information without their approval. 

Your account 

You can also rectify, restrict, limit or delete much of your information by logging into your account. If you are unable to do this, please contact us. We will generally respond to your request as soon as possible. 
You can at any time choose to cancel/end your account at your convenience. 

Links to Third-Party Sites 

The app (Libro) may contain links or suggest referrals to other sites owned and operated by parties other than us. Such links are provided only for ready reference and ease of use. We do not control such websites and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. In the event the System provides links or referrals to websites or services that are not owned, operated or maintained by us, you acknowledge and agree that we are not responsible for and are not liable for the content, products, services or other materials on or available from such websites or services. We accept no liability for any information, products, advertisements, content, services or software accessible through these third parties or for any action you may take as a result of linking to any such third parties. Any such websites are likely to set forth specific terms of use and privacy policies that you should review. We are under no obligation to maintain any link on the System and may remove a link at any time in our sole discretion for any reason whatsoever. We shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website. We are not responsible for the privacy practices of any other websites or services. 

Intellectual property

With the exception of “Links to Third Parties”, any rights in and to the services, including any trademarks, service marks, trade names and copyrighted content (collectively “intellectual property”) presented within the service are the property of Nutritics. You agree not to use intellectual property for any other purposes except for the use of the service, unless required otherwise by applicable mandatory law. 

Changes to our Privacy Policy 

At our discretion, we may change our privacy policy from time to time. We will provide a prominent notice for any material changes to this Privacy Policy. Please contact us at any time at support@nutritics.com if you have any questions about this Privacy Policy. 

Modern Slavery and Human Trafficking Statement

This slavery and human trafficking statement is made by Nutritics pursuant to section 54 of the Modern Slavery Act 2015 (the “Act”) for the financial year ending on 30 June 2021. It sets out the steps taken by Nutritics to ensure that slavery and human trafficking are not present in our business or direct supply chain. 

About Nutritics 

Nutritics is the leading global provider of food information and nutrition management software. Headquartered in Dublin with 6 offices worldwide, Nutritics has a multidisciplinary team and serves a global clientele in the healthcare, elite sport, food services, food manufacturing, and education sectors. 

Our supply chain 

At Nutritics, we consider ourselves to be low risk in relation to modern slavery, given the services we provide and the type of suppliers we use. Our key supply chain comprises our global network of service and information providers, many of whom are highly skilled experts and industry specialists. We periodically review our use of suppliers and, as necessary, adapt our processes if we determine that our risk has changed. 

Our approach to combatting modern slavery 

Nutritics is committed to conducting business in a responsible and ethical manner. We have a zero tolerance approach to modern slavery and expect the same high standards and commitment from those we do business with. 
Nutritics’ internal policies and procedures aim to ensure that effective systems and controls are in place to prevent slavery and human trafficking from occurring in any part of our business. Nutritics’s Code of Conduct and Business Ethics promotes a culture of integrity by establishing principles for how we deal with our clients, employees and the public. Amongst other things, the values and rules set out in the Code encourage us to foster a safe, healthy and productive work environment.