1.1 This agreement together with the General Terms and Conditions apply to all services ("Services") provided or arranged by Grossr to or for you, the recipient of the Services ("Subscriber" or "you") (“Agreement”) when using the Platform. Unless specified otherwise, the definitions in the General Terms and Conditions have the same meaning in this agreement.
1.2 This Agreement applies only to the provision of Services directly by us to you, namely the service we offer allowing you to subscribe to food clubs from our registered food club providers ("Partners").
1.3 The Food Club Subscription Agreement and any additional restrictions included in a partner’s listing are a contract between you and the partner. We are not a party to that agreement and we will not be liable to you, the partner or any third party for any breach of the Food Club Subscription Agreement or otherwise in relation to the food club.
2. Subscriptions and payment
2.1 General:
2.2 How to subscribe:
2.3 Payment in full:
3.1 You agree that Grossr is a platform for managing food clubs and recipes controlled by partners and we have no responsibility for the food clubs other than to provide the Services under this Agreement which includes administering and confirming subscriptions and collecting payment on behalf of the partners. The exception to this is when Grossr is the creator of food clubs.
3.2 Whilst we endeavour to ensure the food clubs advertised on the Platform are of a satisfactory quality we offer no warranty as to a food club’s suitability for your requirements. Similarly, we will have relied on the partner for details about a food club given on the Platform and whilst we use reasonable efforts to verify the accuracy of such information we offer no warranty in relation to these details.
4.1 We are not responsible for the quality of food clubs, recipes, or meal plans, their availability, or the conduct of partners in providing their content. We act as an agent for the partner and by making a subscription you are entering an agreement with the partner under which the partner is bound to provide you with the food club, subject always to the Food Club Subscription Agreement.
4.2 Unless stated otherwise in this Agreement, once we have confirmed your subscription we have no further obligation to you in relation to the food club or your subscription and all responsibility lies with the partner.
4.3 We make great efforts to ensure that our partners offer a good service and provide their food club in accordance with your expectations but we accept no responsibility and will have no liability to you if the food club or the recipes do not meet your requirements or you find them unsatisfactory in any way. Your right of action or claim in such circumstances will be against the partner but we may assist (at our discretion) in seeking to resolve a dispute between you and the partner in accordance with clause 7.
5. Concerns or complaints
5.1 During your Subscription Period, if you have any concerns or queries about the food club you may contact Grossr via the platform or using the details we provide.
5.2 If we determine that a partner should make a refund or other payment to you and if we are holding funds on behalf of the partner we may make the refund on the partner’s behalf (but we are not under an obligation to do so). You must raise any dispute with us as soon as possible.
5.3 If we determine that you should pay an additional amount to a partner (e.g. if there is a breach) then you authorise us to deduct payment from the debit or credit card details you have supplied (up to a maximum of $500 (NZD) per claim or dispute if you are domiciled in New Zealand or $325 (USD) per claim or dispute if you are domiciled outside of New Zealand).
6.1 You agree to abide by the cancellation policy in the Food Club Subscription Agreement ("Cancellation Policy").
6.2 You agree that if a partner wishes to remove their food club from the Platform they may do so. If we are required to process a cancellation, we will do so in accordance with the Cancellation Policy.
7.1 You must:
7.2 You agree that you will not create any false account with Grossr or use your account for any immoral or illegal activity or purpose including (without limit) malicious or fraudulent subscriptions or money laundering.
7.3 You warrant that you have the power and authority to enter into this Agreement and any agreement with a partner for the use of a food club.
8.1 We may suspend your account at any time should you be in breach of this Agreement. Furthermore, if you have not registered with us we may suspend your access to the Platform or the Services if we believe you to be in breach of this Agreement.
8.2 If we suspend your account or access to the Platform for any reason, we may refuse to provide you with any Services including the right to make any further subscriptions. If you attempt to circumvent this clause by attempting to create a new account, we reserve the right to terminate this Agreement and any new account you may have created.
8.3 We may terminate this Agreement and your Account at any time if:
8.4 Upon termination you will no longer be able to use our Services or create subscriptions through us. If when we terminate this agreement you have any outstanding subscriptions for which you have made pre-payment we may refund you accordingly. Any such refund is at our absolute discretion.
8.5 In the event of termination, this Agreement will continue in full force, so far as such terms relate to existing subscriptions or the consequences of any previous subscriptions (including terms relating to fees, disclaimers, liability and damage).
9.1 You shall not attempt to solicit or perform services for or induce or attempt to induce, any customer, supplier, licensee or business relation of Grossr or any subscriber or other partner through any communication including written and oral communication made by yourself or a third party to transact outside of the Platform.
10.1 If you choose to use the Platform and Services, you do so at your sole risk. You acknowledge and agree that Grossr does not have an obligation to conduct background checks on any partner. The Platform and Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, Grossr explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Grossr makes no warranty that the Platform or Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Grossr makes no warranty regarding the quality of the Services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Platform or Services.
10.2 No advice or information, whether oral or written, obtained from Grossr or through the Platform or Services will create any warranty not expressly made herein.
10.3 You are solely responsible for all of your communications and interactions with other users of the Platform or Services and with other persons with whom you communicate or interact as a result of your use of the Platform or Services, including, but not limited to, any partners. Grossr makes no representations or warranties as to the conduct of users of the Platform or Services or their compatibility with any current or future users of the Platform, or Services. You agree to take reasonable precautions in all communications and interactions with other users of the Platform or Services and with other persons with whom you communicate or interact as a result of your use of the Platform or Services, including, but not limited to, partners.
11.1 You agree to defend, indemnify and hold harmless Grossr, its affiliates, and their respective officers, directors, managers, employees and agents ("Grossr Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's and accountant's fees) arising from: (i) your actions or omissions in relation to the Services, the Platform, the food club or the subscription; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; (iv) any claim that any content uploaded by you to the Platform caused damage to a third party; (v) your violation of any law; or (vi) your breach of the Food Club Subscription Agreement. This defence and indemnification obligation will survive this Agreement and your use of the Platform. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Grossr Indemnitees.
12.1 Grossr will not be liable for any lost profits, loss of data, or costs of procurement of substitute goods or services or for any claim or demand against you by any other party. In no event will Grossr be liable for any consequential, special, indirect, or exemplary damages whatsoever arising out of (i) errors, mistakes, or inaccuracies of the Platform or Services, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Platform or Services or any subscription with a partner to the fullest extent permissible by law, (iii) any unauthorised access to or use of our secure servers and/or any and all personal, institutional, technical or other information stored therein, (iv) any interruption or cessation of transmission to or from the Platform, (v) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Platform by any third party, or for any loss or damage of any kind incurred as a result of your use of the Platform or Services, however caused and under any theory of liability (including negligence), even if advised of the possibility of such damages. You acknowledge that the amounts payable under this Agreement are based in part on these limitations, and you further agree that these limitations will apply notwithstanding any failure of essential purpose of any limited remedy. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
12.2 Our liability to you for all losses under this Agreement is limited to the total amount paid by you to us (as agent for the partner) under this Agreement.
12.3 No claim may be brought against us in relation to this Agreement more than 12 months following the subscription to which the claim relates.
12.4 You agree that the above exclusions of liability are reasonable in all the circumstances, especially in light of the fact that our Services include only the provision of the Platform and Services and responsibility for the food club and fulfilment of a subscription lies solely with the partner for whom we act only as an agent in a limited capacity.