Content upload terms

Last updated: December 2024

Permitted uses and restrictions to uploading content

By uploading any content to the Software Service, you acknowledge and agree:

· You will upload your files in the correct file format as requested by us. Formats we accept include word, excel, powerpoint, PDF, JPEG and PNG files.

· You acknowledge that you have undergone all appropriate procedures to ensure that you have not infringed on any copyright or other Intellectual Property Rights.

· Content uploaded is professional and is intended to add value to the end user.

· Where applicable, content is based on credible scientific rationale.

· Where content expresses opinions of the contributor/author, this is to be clearly stated and they shall not be expressed or otherwise portrayed as opinions of SENPRO in any way.

· Content will not deliberately harass, cause upset to, harm, offend or demean end users of the Software Service.

· You will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the uploaded content.

· You will not upload illegal, offensive, inaccurate, misleading, defamatory or fraudulent content. If any such content is published by you or if in our opinion any content is published by you which damages our goodwill or the goodwill attaching to the Software Service we reserve the right at our discretion and without notice to take such action as we deem necessary including removing the content from the Software Service and terminating your registration.

Private upload

You acknowledge that uploading your content for private use means that your uploaded files can only be distributed to those Authorised End Users directly linked to your account.

Public upload

You acknowledge that uploading your content for public use, may result in public, worldwide distribution of your work. This has the potential to be viewed by anyone. In the case that you upload any content and mark this as public, we may allow users of the Software Service to post or share your content to social media sites to promote your work. SENPRO will not be held liable for any terms of use or rules that govern the use of any social media third party site, and shall not be held liable for the actions of any third party entity.

Monitoring of content

We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It is your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content. Please therefore consider carefully what content you choose to share or make public.

Termination or removal of your content

We may from time to time review content uploaded to the Software Service and reserve the right at our discretion and without notice to take such action as we deem necessary including removing the content from the Software Service and terminating your registration. You are responsible for ensuring your content has been backed up appropriately and we will not be liable for any loss of such data.

8. Limitation of Liability

8.1 SENPRO has the capacity to generate recipes and meal plans automatically, based on the Subscriber’s and Authorised End Users’ interaction with our Software Services and machine learning and whilst we used reasonable efforts to keep all nutritional facts, including nutrient data, allergens, recipe and diet information up to date and accurate, we will not be held liable for any reasonable errors or inaccuracies in its information output. As such, you are responsible for ensuring all ingredients and/or recipes used are free from the allergens of interest.

8.2 In addition, if a user (including a Subscriber or Authorised End User) generates any kind of nutrition-related item using the Software Service, including recipes, meal plans, nutrition analysis and other reports, Zereba Software Pty Ltd will not be responsible for and will not be liable for any consequences of implementing the suggestions in the given item(s) by any Subscriber, Authorised End User or other third party.

8.3 Except as expressly stated in this clause 8:

8.3.1 We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, and which fall within any of the following categories:

(a) loss of profits;

(b) loss of revenue;

(d) loss of business opportunity;

(e) loss of goodwill;

(f) loss or corruption of data; or

(g) indirect or consequential losses.

8.4 While we take reasonable technical steps to verify and authenticate Subscribers and Authorised End Users, we do not offer any guarantee they are the person they purport to be and we cannot guarantee that the Software Service will not be fraudulently used to potentially gain access to your systems or services. We will therefore not be liable for fraudulent use of the Software Service by any third party save in circumstances arising directly from our negligence.

8.5 We will use reasonable endeavours to ensure that the Software Service operates within applicable regulatory requirements as reported to us, but we will not otherwise be responsible for or liable for any regulatory requirements or obligations which apply to you or your business. We are not in a position to evaluate risks associated with your use of the Software Service for regulatory compliance. Accordingly, if you propose to use the Software Service to comply with your regulatory obligations it is your responsibility to ensure that the Software Service meets such requirements.

8.6 We will not be liable for any losses arising from the integration of the Software Service with any other software or systems used by you.

8.7 Our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Subscription Fees paid by you in the period leading up to the claim.

8.8 The exclusions in this clause 8 shall apply to the fullest extent permissible at law, but we do not exclude liability for:

8.8.1 death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;

8.8.2 fraud or fraudulent misrepresentation;

8.8.3 any other liability which may not be limited or excluded by law.

8.9 All dates supplied by us for delivery of any Software Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

9. Confidentiality

9.1 The Parties will keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:

9.1.1 trivial or obvious;

9.1.2 already in its possession other than as a result of a breach of this clause; or

9.1.3 already in or subsequently enters the public domain other than as a result of a breach of this clause.

9.2 You acknowledge and hereby grant consent to SENPRO to disclose such confidential information to its employees/staff, professional advisers, insurers, agents and subcontractors, as required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, as deemed appropriate.

9.3 Each of the Parties will take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employees/staff, professional advisers, insurers, agents and subcontractors (as the case may be). For the avoidance of doubt, these Terms apply throughout the Subscription Term and shall continue following termination of this Agreement. In addition, any information relating to the running of SENPRO, such as processes relating to technology, methodologies, machine learning and/or other items relating to our Software Service will also remain confidential beyond the Subscription Term.

10. Term, Renewals & Termination

10.1 The Agreement shall, unless otherwise terminated as provided in this clause, commence on the Start Date and shall continue for the minimum subscription term as specified in the Confirmation Email (“Initial Subscription Term”) and, thereafter this Agreement shall be automatically renewed for successive periods equivalent to the Initial Subscription Term (each a “Renewal Period”).

10.2 Notwithstanding the above or anything to the contrary in these terms, you are free to cancel your subscription at any time. Upon cancelling your subscription, you will have access to our Software Service for the remainder of the Subscription Term however all Fees will still be due and payable by the Subscriber for the full Initial Subscription Term or Renewal Period as the case may be and SENPRO reserves the right to collect all outstanding Fees from you, whether as one or several payments. At the end of the applicable Subscription Term, you will not be able to use our Software Service and access to your data or personal information will be denied.

10.3 For instance and in accordance with the clauses above:

10.3.1 Where the Subscription Term is 1 month, the Subscriber may cancel their subscription at any time via their account settings however if a Subscriber enters a new billing period, the Fees in respect of that month will still be payable by the Subscriber and will not be refunded.

10.3.2 Where the Subscription Term is 12 months, you will be provided with sixty (60) days’ notice prior to it automatically renewing for a further 12 months. Should the Subscriber not wish to renew their subscription they must provide at least thirty (30) days’ notice in writing by contacting us before the end of the Subscription Term, in which case this Agreement shall terminate upon the expiry of the Subscription Term. If the Subscriber does not cancel their subscription in time and they enter a new billing period, the Fees in respect of that 12 month period will still be payable by the Subscriber and will not be refunded.

10.4 In addition to, but without prejudice to the other rights and remedies of each Party under this Agreement, in the event that:

10.4.1 either Party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied within thirty (30) days of written notification;

10.4.2 either party commits a persistent breach of the terms of more than four (4) times during the relevant Subscription Term; or

10.4.3 either Party enters into insolvency.

Then the other Party may terminate this Agreement immediately by written notice.

10.5 For the purposes of clause 10.4, a Party shall be regarded as entering into insolvency if:

10.5.1 it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations;

10.5.2 a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent);

10.5.3 a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party’s satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation);

10.5.4 a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it;

10.5.5 a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days;

10.5.6 an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking;

10.5.7 it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or

10.5.8 if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.

11. Non-Solicitation

11.1 You undertake that during the term of this Agreement and for a period of six (6) months following termination or expiry of this Agreement neither you, nor any member of the Subscriber’s Group will, directly or indirectly (whether on your own account or on behalf of another) employ or engage; solicit or entice away from us; or endeavour to solicit or entice away from us any person who was employed or otherwise engaged by us in developing, supporting or maintaining the Software Service or delivering services to you or any member of the Subscriber’s Group.

12. Customisation and White Label Solutions

12.1 Subject to the rest of the provisions in this clause 12, SENPRO may (at its discretion) offer the Software Service to you as a white label solution, thereby allowing for the customisation of the SENPRO website and/or app in accordance with your business’ “look and feel”, visual layout and design.

12.2 The customisation features shall be implemented by us, within the parameters as defined by us, and may be subject to change from time to time. For the avoidance of doubt, the core functionalities of the Software Service will not be affected by such customisation features. For more information on the different tiers available to you, customisation features and pricing in respect of the white label offering, please contact us.

12.3 The white label solution offering described above is subject to additional Subscriber Fees and a minimum twelve (12) month Subscription Term. Please note that you will not be entitled to use the customised website and/or app without a subscription to the Software Service.

12.4 Should you wish to subscribe to this white label solution offering, you will be required to enter into a separate order form, in addition to this Agreement, which shall set out the relevant details of the solution.

13. General

13.1 Entire Agreement: This Agreement constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.

13.2 No Waiver: The Parties agree that a failure by either Party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

13.3 Severance: If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

13.4 Variation: Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only in writing by both of the Parties. A reference to “writing” or “written” in this Agreement includes email.

13.5 Notices: All notices or communication given under this Agreement shall be in writing (a reference to writing or written includes email). Notices shall be deemed to have been duly given:

o when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;

o when sent, if transmitted e-mail and a successful transmission report or return receipt is generated;

o on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;

o on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

13.6 Assignment: You are not entitled to assign or otherwise transfer this agreement of any of your rights or obligations, nor are you permitted to sub‑license the use (in whole or in part) of the Software without our prior written consent. We may assign or transfer our rights and obligations under these Subscription Terms to another entity as part of a business restructuring, sale, or acquisition. In such cases, we will ensure that your rights under this agreement will not be materially affected, and you will be notified of such changes where applicable.

13.7 Force Majeure: Neither Party will be liable to the other for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Agreement as a result of any cause outside its reasonable control. Subject to the affected Party promptly notifying the other Party in writing of the cause and the likely duration of the delay or non-performance and provided that the affected Party shall use reasonable endeavours to limit the effect of such event on such other Party, such delay or failure, to the extent affected by the cause will not constitute a breach of the Agreement.

13.8 Rights & Remedies: except as otherwise expressly provided in this Agreement, all rights contained in this Agreement and all remedies available to either Party for breach of this Agreement are cumulative and may be exercised separately or concurrently. The exercise of any one right or remedy shall not be deemed an election of such right or remedy to the exclusion of other rights and remedies. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

13.9 Contracts (Rights of Third Parties) Act 1999: except as otherwise expressly provided in this Agreement, a person who is not a Party to this Agreement or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

13.10 Governing Law and Jurisdiction: 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) shall be governed by and construed in accordance with the law of England and Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.

SCHEDULE 1 – SOFTWARE SERVICE LEVEL AGREEMENT (“SLA”)

“Software Service Levels” shall mean the uptime levels and/or target response times that we will aim to deliver in supplying the Software Service support services.

“Normal Business Hours” shall mean 08.30 to 17.30 Monday to Friday, (excluding bank holidays in the UK).

Uptime

Subject to the exclusions below, the Software Service support services will be available for the amount of time during Normal Business Hours in each month outlined in the table below.

Uptime

Measure: Software Service available and operational

Target: >95%

Incidence response

Remote support will be available as follows:

· Email support: Operational during Normal Business Hours

· Web-chat: Operational during Normal Business Hours

· Telephone support: Operational during Normal Business Hours

We will endeavour to respond to incidents within the following target response times:

Priority level

Target response

P0 - Catastrophic

The Software Service is not operational

We will communicate with the reporter to establish the actions required to trigger the event. We will then attempt to replicate the issue internally and use reasonable efforts to resolve the issue within 72 hours.

P1 – Critical

Material functionality is not available and there is no temporary work around.

P2 – Serious

Important but non-material or non-critical functionality is unavailable and there is no temporary work around.

P3 – Normal