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Food club subscription agreement

1. This agreement

1.1 This agreement is between the subscriber ("subscriber") who has subscribed to a food club (“Club”) through Grossr.com (our “Platform”) and the owner or operator ("Partner") of the food club which has been subscribed to, and it applies together with the General Terms and Conditions (“Agreement”). Unless specified otherwise, the definitions in the General Terms and Conditions have the same meaning in this agreement.

1.2 The details of the food club and the proposed subscription period ("Subscription Period") are set out in the food club listing on the Platform and are accepted on confirmation of the subscription.

1.3 The partner grants a subscription to the subscriber to use the food club during the Subscription Period.

1.4 The partner represents and warrants that it is the owner of the food club or the person who is duly authorised to arrange subscriptions to the food club. If you, the partner, are an employee of the organisation which owns the recipe content it is your responsibility to ensure you have the content creator’s consent to list the recipes on the Platform.

1.5 Grossr is the partner’s agent for the purpose of this agreement but is not the club owner. This agreement is between the subscriber and the partner (for details of the terms which apply between the subscriber and Grossr, see the Subscriber Agreement and for the terms which apply between the partner and Grossr, see the Partner Agreement). Grossr is an intended third party beneficiary of this Agreement but it shall have no obligations or liability to the subscriber or the partner under this Agreement.

2. Subscription and payment

2.1 The subscriber and the partner agree with each other to make all subscriptions and payments for the food club through Grossr and acknowledge that Grossr will handle the subscription and payment process on the partner’s behalf.

2.2 All subscriptions and payments will be made in accordance with the ‘Subscriber Agreement’ and ‘Partner Agreement’.

2.3 The partner accepts that payment of the fees for the subscription to Grossr represents a full discharge of the subscriber’s fee payment obligations for that subscription.

2.4 The subscriber and the partner acknowledge that payments to the partner will be subject to deductions for charges and fees in relation to the processing of payments by banks and other merchants such as Stripe, as well as Grossr’s fee.

3. Cancellation by subscriber

3.1 All subscriptions are made subject to our cancellation policy set out below ("Cancellation Policy"). The subscriber and the partner each agree to comply with the Cancellation Policy, and authorise Grossr to administer the Cancellation Policy, if necessary, by making refunds.

3.2 The subscriber may cancel the subscription via the Platform.

3.3 If the subscriber fails to cancel the subscription using the Grossr cancellation procedure, they will be liable for the full amount of the fees payable to the partner and will not receive any refund whatsoever.

3.4 The subscriber can cancel a subscription at any time. They will have use of their subscription until the current term they have paid for ends, and they will not be refunded for any portion of their subscription which they do not use.

3.5 If the subscriber chooses to resume their subscription before their current subscription term ends, their subscription payments will be made on the same basis as prior to cancelling the subscription.

3.6 If there are exceptional circumstances beyond the reasonable control of the subscriber and the subscriber no longer requires use of the food club, the subscriber may contact Grossr and request an exceptional cancellation and may receive a refund. The subscriber must inform Grossr of the exceptional circumstances as soon as possible. The subscriber and the partner agree that whether or not a cancellation is due to exceptional circumstances and whether a refund is due will be at the sole discretion of Grossr who will decide on the amount of the refund (if any). Each party agrees that the decision of Grossr will be binding.

4. Termination of food club by partner

4.1 The partner may remove their food club from the Grossr platform, on the condition of providing due notice. If there are current subscriptions, the partner must provide due notice of at least 30 working days.

4.2 The partner agrees that if they remove their food club from the Platform without due notice, the subscriber will be entitled to a full refund (if a suitable food club alternative cannot be found).

4.4 The partner agrees that if they terminate their food club, a subscriber may retain access to any recipes accrued during their subscription to the food club.

5. Subscriber obligations

5.1 Only the subscriber named in the Grossr confirmation email is authorised to utilise the food club at any time during the Subscription Period. This Agreement is personal to the subscriber and the partner and may not be transferred to any other person. If anyone other than the subscriber named in the Grossr confirmation email attempts to use the food club during the subscription Period, Grossr may terminate the subscriber’s account.

5.2 The subscriber acknowledges that the food club, including recipes and photography, is someone else's property and agrees not to share or use this property other than as allowed by the subscription.

6. Partner obligations

6.1 The partner represents, warrants, and agrees that:

6.1.1 the recipes and photography in the food club is property over which the partner has legal control;

6.1.2 the food club listing is true, complete and accurate;

6.1.3 they will use all reasonable endeavours to ensure that the recipes included in the food club will successfully produce the meals advertised;

6.1.4 they will indemnify and hold harmless the subscriber against all loss, liability, damages, costs and expenses arising from the partner’s negligence in connection with the food club, except to the extent that such loss, liability, damages, costs or expenses are caused by the negligent acts or omissions of the subscriber.

7. Complaints, claims and liability

7.1 Each party agrees that if any dispute arises concerning the food club or otherwise during the Subscription Period each party will directly notify Grossr.

7.2 Both parties authorise Grossr to deal with the dispute or complaint as it sees fit and agree to abide by any decision made by Grossr including requiring refunds to be made or compensation to be paid (up to a maximum of $500 (NZD)).

7.3 Clauses 7.1 and 7.2 are without prejudice to either party's rights to bring or settle any claim against the other.

7.4 Neither party will be liable to the other for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any consequential, special, indirect, or exemplary damages whatsoever arising out of this agreement, the food club or the Subscription Period however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages.

7.5 The partner’s liability to the subscriber for all losses (with the exception of damage to property, fraud, or personal injury or death arising as a result of negligence) will be limited to a refund for the agreed Subscription Period.

7.6 The subscriber’s liability to the partner for all losses (with the exception of damage to property, fraud, or personal injury or death arising as a result of negligence) will be limited to the amount of the subscription fees plus $500 (NZD).

8. General release

8.1 Partner and subscriber each hereby fully and forever release Grossr and its partners, employees, attorneys, agents, successors, representatives, shareholders, parent companies, subsidiaries, affiliated companies and assigns, jointly and severally (collectively, the "Grossr Parties") from any and all claims and causes of action, in law or in equity, disputes, suits, debts, liens, rights, contracts, agreements, acts, promises, liabilities, obligations, demands, damages, losses, costs, fees (including, without limitation, those of attorneys) and expenses, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, which exist, may have existed or which may in the future exist between partner or subscriber on the one hand and the Grossr Parties, or any of them, on the other hand in connection with this Agreement.

8.2 The liability excluded under clause 8.1 excludes situations where fraud, wilful concealment, theft or negligence shall be shown to have taken place on our part and nothing in this agreement limits or excludes our liability for death or personal injury arising as a result of our negligence or the negligence of our employees, agents or self-employed contractors or for fraud or fraudulent misrepresentation.

9. General

9.1 Each party agrees that they have the power and authority to enter into this Agreement.

9.2 Neither party will be entitled to assign or subcontract their rights or obligations under this agreement (save for any duties which may be carried out by Grossr as agent for the partner as set out in this agreement, the Subscriber Agreement and the Partner Agreement).

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