General terms and conditions
1.1 Grossr (hereinafter referred to as "Grossr", "we", "us" or "our") operates a software platform that helps people create, list, discover, and subscribe to food clubs ("Clubs") that contain recipes and/or meal plans through our website ("Platform"). Grossr refers to Grossr Limited (a New Zealand Registered Business).
1.2 These general terms and conditions ("Terms and Conditions") will apply to anyone who views or uses the Platform ("you") and to all services provided, arranged or managed by Grossr to or for you when using the Platform ("Services").
1.4 If you wish to subscribe to a food club through the Platform you will also need to enter into a Food Club Subscription Agreement with the food club partner (for whom we act as an Agent) and you will be bound by our Subscriber Agreement.
1.5 If you are a recipe creator and you wish to list your recipes or meal plans with us you will be bound by the Food Club Subscription Agreement and our Partner Agreement.
1.6 These Terms and Conditions, the Food Club Subscription Agreement, Subscriber Agreement, and Partner Agreement may be amended from time to time. Notification of any changes will be made by posting new terms onto the Grossr website. In continuing to use the Platform you confirm that you accept the Terms and Conditions and any relevant agreements in full at the time you use the Platform.
2.1 You may not have more than one registration and we reserve the right at our discretion to delete or cancel the membership of any person who in our opinion possesses more than one registration at any time.
2.2 You are not entitled to allow any other person to use your registration. You may not impersonate any other person in any registration whether or not that other person is a user of the Platform.
2.3 You will be asked to create a password when registering a new account, although this is not compulsory. We recommend that you keep your password confidential and do not disclose it to any third party. We will not be held responsible for any action taken by any third party to whom you have shared your password. If you believe a third party has become aware of your password and is using your account without authorisation, notify us immediately and we will suspend or close the Account at our discretion.
2.4 You may terminate your account at any time via the Platform.
2.5 We reserve the right to terminate your registration immediately without notice if in our opinion you have breached these Terms and Conditions or any agreement with Grossr.
3. Use and abuse of the platform
3.1 You agree that any information you supply will be true and accurate and will be kept up to date at all times.
3.2 You may not use the Platform or our Services for any unlawful purpose.
3.3 You may not use the Platform to publish any offensive, inaccurate, misleading, defamatory, fraudulent, or illegal information or content.
3.4 We reserve the right at our discretion to remove any content from the Grossr Platform, terminate your registration or membership and restrict your access to our Services at any time for any reason.
3.5 We grant you a limited licence to access and make personal use of the Grossr Platform, but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent.
3.6 If we tell you that you are no longer entitled to access the Services you will not be entitled to register again and you will no longer have permission to use the Platform.
3.7 Without limiting any other right or remedy available to us, we may restrict or suspend your access to the Services where you undermine or attempt to undermine the security or integrity of the service of Platform.
3.8 When accessing the Services, you must:
a) not impersonate another person or misrepresent authorisation to act on behalf of others or Grossr;
b) correctly identify the sender of all electronic transmissions;
c) not use, or misuse, the Services in any way which may impair the functionality of the Platform or impair the ability of any other user to use the Service;
d) not attempt to view or access any material or data other than that to which the you are authorised to access;
e) neither use the Service in a manner, nor transmit, input or store any data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect or misleading; and
f) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer program used to deliver the Service except as is strictly necessary to use it for normal operation.
4. Account termination and suspension
4.1 We may suspend your account at any time should you be in breach of these Terms and Conditions or any agreement with Grossr. 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.
4.2 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 any new account you may have created.
4.3 We may terminate any agreement you have with Grossr and your account at any time if:
a) you are in breach of these Terms and Conditions or any agreement with Grossr; or
b) we suspect that you are about to commit a breach of these Terms and Conditions or any agreement with Grossr; or
c) you become or we suspect that you are about to become insolvent.
4.4 Upon termination you will no longer be able to use our Platform or Services or make subscriptions through us. If when we terminate your agreement with Grossr 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.
4.5 In the event of termination, these Terms and Conditions or any agreement with Grossr will continue in full force, so far as such terms relate to existing subscriptions or the consequences of any previous subscription (including terms relating to fees, disclaimers, liability and damage).
5. Advertising and commercial use
5.1 Users of the Platform are not authorised to directly advertise to or solicit the custom of other users without our express written consent.
5.2 You are not entitled to resell or commercially exploit the Platform's contents other than content you have posted. You are not entitled to use any data mining, robots, or similar data gathering and extraction tools to collect usernames, email addresses or any other data for the purposes of sending unsolicited email or for any other use.
5.3 If we believe that you are sending unsolicited emails to our users then we reserve the right to immediately terminate your use of the Platform without limiting any other rights and remedies we may have.
6. Our liability
6.1 The material displayed on our website is provided without any guarantees, conditions or warranties as to its accuracy and is provided on an "as is" basis. To the fullest extent permitted by law, we hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity and to the extent we are not able to, our liability is limited to, at our option, supplying the services again, or paying the costs of having the services supplied again.
6.2 If you are using the Platform for the purposes of a business, you agree that the Consumer Guarantees Act 1993 will not apply.
6.3 We will not be responsible for any breach of these Terms and Conditions caused by circumstances beyond our reasonable control.
6.4 Although we aim to offer you the best service possible, we make no promise that the Services on the Platform will meet your requirements. We cannot guarantee that the Services will be fault-free. We cannot guarantee the functionality of, or continued integration with, third party websites or partners.
6.5 From time to time it may be necessary to restrict or suspend access to the Platform for a period of time and any such interruptions shall not constitute a breach by us of these Terms and Conditions. We will attempt to restore the Platform as soon as we reasonably can.
6.6 We will not be liable for any business, financial, or economic loss nor for any consequential or indirect loss (such as lost reputation, lost profit or lost opportunity) arising as a result of your use of the Platform whether such loss is incurred or suffered as a result of our negligence or otherwise.
6.7 Grossr may amend or terminate the Platform or Services from time to time for any reason, without notice, with no liability to you as the user or any other user or any third party.
7.1 All notices sent to you will be sent to the email address provided to us (as updated by you). By accepting these Terms and Conditions you give your consent to receive communications from us by email and you agree that all agreements, notices, disclosures and other communications that we provide to you by email satisfy any legal requirement that such communications be in writing.
8. Other sites and linking
8.1 The Platform may include links to other websites or material which are beyond our control. We are not responsible for content on any site outside the Platform, or the functionality of these websites.
8.2 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
8.3 You must not establish a link from any website that is not owned by you.
8.4 Our Platform must not be framed on any other site, nor may you create a link to any part of our Platform other than the home page of grossr.com. We reserve the right to withdraw linking permission without notice.
9. Intellectual property
9.1 All intellectual property rights (including copyright and all worldwide rights conferred under statute, common law or equity relating to inventions, registered and unregistered trade marks and designs, data, databases, confidential information, know how and all other rights resulting from intellectual property) in the Platform and Services provided by Grossr is and remains the property of Grossr (and its licensors). You will not dispute ownership.
9.2 By displaying user-generated content on the Platform you expressly assign all copyright and other rights to such content to us (and you agree to waive all moral rights in relation to such content) for the avoidance of doubt we are permitted to use any user-generated content for any of our other business purposes, even following termination of your registration or membership.
9.3 We do not screen all user-generated content (including recipe and meal plan content) or information on the Platform and we cannot give any assurance as to its accuracy or completeness. Users of this Platform are expressly asked not to publish any defamatory, misleading or offensive content or any content which infringes any other persons intellectual property rights (e.g. copyright). Any such content is contrary to our policy and we do not accept liability in respect of such content, and the user responsible will be personally liable for any damages or other liability arising and you agree to indemnify us in relation to any liability we may suffer as a result of any such content.
9.4 This website or any portion of this website or Platform may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not systematically extract and/or re-utilise parts of the contents of the Platform without our express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this Platform without our express written consent.
10. Dispute resolution
10.1 Regardless of where you are domiciled any claims brought against Grossr must be filed in a New Zealand court. Any arbitration, mediation or other conciliatory process must be initiated and carried out in New Zealand. You agree to submit to the exclusive jurisdiction of the courts of New Zealand.
10.2 Notwithstanding the parties' decision to resolve any and all disputes arising under these terms and conditions through arbitration, Grossr may bring an action to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable relief from a court to enforce the provisions of these terms and conditions or to enforce the decision of the arbitrator.
10.3 The arbitrator shall apply the substantive laws in accordance with clause 11 (General), shall issue a written decision, and shall have the power to award any legal remedies consistent with these terms and conditions except for punitive, exemplary or special damages.
10.4 The parties will split the arbitrator's fee.
10.5 Disputes will be resolved only on an individual basis and will not be consolidated with any other claims, suits or other proceedings that involve any claim or controversy of any other party.
10.6 You agree that the provisions in this clause will survive any termination of the Terms and Conditions.
11. General terms
11.1 Each of the parties warrants its power to enter into these Terms and Conditions, the Food Club Subscription Agreement, Subscriber Agreement, and/or the Partner Agreement ("Agreement"), as applicable, and has obtained all necessary approvals to do so.
11.2 The parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties renders the performance of these terms and conditions impossible.
11.3 You agree that these terms are fair and reasonable in all the circumstances. However, if any provision of these Terms and Conditions or any Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Terms and Conditions or any Agreement (as applicable) and rendered ineffective as far as possible without modifying the remaining provisions of the Terms and Conditions or any Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Terms and Conditions or any Agreement.
11.4 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition shall either be or be deemed to be a waiver or in any way prejudice any right of that party under these Terms and Conditions. No right, power or remedy in these Terms and Conditions conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
11.5 We may make changes to the format of the Platform, services provided or to the Platform's content at any time without notice.
11.6 Grossr may charge interest on overdue amounts owed to us. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by Grossr's primary trading bank as at the due date (or, if Grossr's primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
12. Governing law
12.1 For users domiciled in New Zealand, these Terms and Conditions are governed by the laws of New Zealand and are made between Grossr Ltd (trading as Grossr) and you.
12.2 For users domiciled outside New Zealand, these Terms and Conditions are governed by the laws of New Zealand without reference to its principles of conflicts of laws and are made between Grossr Limited and you.
13. Further questions
13.1 If at any time you would like to contact us with your views about our terms and conditions, you can do so by emailing us at email@example.com.
1. These terms
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
- 2.1.1 If you wish to use a food club on the Platform you will be able to commence your subscription for that food club immediately upon signing up, subscribing, and adding accurate payment details. If you subscribe to a food club in this manner via the Platform, you are governed by this Agreement and the Food Club Subscription Agreement, irrespective of whether you then use Grossr's functionality surrounding the food club.
- 2.1.2 The agreement relating to the use of the food club is between you and the partner and will be governed by the Food Club Subscription Agreement. You should read the Food Club Subscription Agreement carefully. We act as the partner's agent for the purposes of forming binding agreements between you and the partner but have no liability to you in relation to the food club or the subscription other than as set out in this Agreement. We have no control over the conduct of subscribers or partners and disclaim all liability in this regard to the fullest extent permissible by law.
2.2 How to subscribe:
- 2.2.1 You will find food club listings on the Platform and can view details of each food club and subscribe. If you have not already registered with the platform and added payment details, you will be asked to do so at this point.
- 2.2.2 Once you have a registered account, your subscription will be confirmed and you will have entered a binding agreement with the partner for the use of their food club. We will send you a confirmation via your email and in the Platform you will be able to view and utilise the content in the food club.
2.3 Payment in full:
- 2.3.1 When you subscribe to a food club, you will be charged the full amount for your first term (week, month, etc.) of the subscription immediately.
- 2.3.2 You will henceforth be required to make a weekly, monthly, or annual payment (the "Weekly Payment Amount" and "Monthly Payment Amount") to retain your subscription, unless stated otherwise within the payment page on the platform.
- 2.3.3 The subscriber acknowledges 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. Food clubs
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. Partner responsibility
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. Cancellation and termination
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. Your obligations
7.1 You must:
- 7.1.1 agree to observe and act in accordance with the Food Club Subscription Agreement;
- 7.1.2 not use the food clubs, meal plans, or recipes, or deal with the partner in any way, which could be deemed to be harmful to the business or reputation of Grossr or do anything which might adversely affect our relationship with a partner;
- 7.1.3 not attempt to contact a partner directly;
- 7.1.4 not attempt to use any food club, meal plan, or recipe advertised on our Platform other than in accordance with this Agreement or with our consent;
- 7.1.5 provide us with accurate information and ensure that all details that we hold about you (including your email address) are up to date and valid;
- 7.1.6 not use the Platform in any way which may detrimentally affect the reputation of Grossr or the use and enjoyment of the Platform or our Services by any other users or third parties;
- 7.1.7 where applicable, only provide us with credit or debit card details for which you are the sole account holder, or which you are authorised to do so by the card issuer.
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. Account termination and suspension
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:
- 8.3.1 you are in breach of any term of this Agreement;
- 8.3.2 we suspect that you are about to commit a breach of this Agreement;
- 8.3.3 you become, or we suspect that you are about to become, insolvent.
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. Your liability and indemnity
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. Limitation of liability
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.