End User Licence Agreement

Effective Date: 29/11/2016

1.    Introduction
1.1    We are Nootric SL trading as “Nootric”, incorporated in Spain. Our company information is at the end of this document.

1.2    Please read these terms and conditions carefully. They cancel and replace any previous versions. By downloading or using our Service you agree to be bound by these terms and conditions. Please save these terms for future use as we will not keep a file copy specifically for the transaction with you and we cannot guarantee that they will remain accessible in this format. These terms and conditions are available in the English language only.

1.3    These terms and conditions apply to all Users.  These terms and conditions constitute an end user licence agreement between you and us (not the Appstore) in relation to our Service and, in addition, you agree to be bound by the Appstore Rules.

2.    Definitions
2.1    Capitalised terms have the following meanings in these terms and conditions:
a)    “App” – the “Nootric” application distributed by us.
b)    “Appstore” – the app store from which you download the App.
c)    “Appstore Rules” – any applicable rules, policies or terms of the relevant Appstore.
d)    “Data” - all information of whatever kind inputted into our Service.
e)    “Service” – our App and related services including those offered via our App and our website
f)    “User” - a person who downloads or otherwise uses our Service.

3.    Changes to the terms and conditions
3.1    We may change these terms and conditions by giving at least 14 days’ notice by email, SMS, in-app message and/or by publishing the revised version on the Appstore and/or on our website. You will be bound by the revised agreement if you continue to use our Service following the effective date shown. You should cancel your subscription if you don’t accept the changes.

4.    Your contract with us
4.1    We enter into a legally binding contract with you:
a)    if you order via the website – when we send you a confirmation email confirming your order; or
b)    if you don’t order via the website – when you download the App.
5.    Right to cancel
5.1    If you are a consumer located within the European Economic Area, you have the right to cancel this contract subject to the provisions set out below.  

5.2    You lose the right to cancel contracts for the supply of services which have been fully performed, i.e. completed.

5.3    You lose the right to cancel contracts for digital downloads where the supply began before the end of cancellation period with your express consent and you acknowledged that your right to cancel would be lost in such case.

5.4    If you do have the right to cancel, the following apply:

Right to cancel
5.5    You have the right to cancel this contract within 14 days without giving any reason.

5.6    The cancellation period will expire after 14 days from the day of the conclusion of the contract.

5.7    To exercise the right to cancel, you must inform us, Nootric SL, Príncipe de Vergara 57, A, 1ºB, 28006 Madrid, Spain. support@nootric.co.uk of your decision to cancel this contract by a clear statement (e.g. a letter sent by post or e-mail). You may use the model cancellation form at the end of this document but it is not obligatory.
5.8    To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of cancellation
5.9    If you cancel this contract, we will reimburse to you all payments received from you.

5.10    We will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this contract.

5.11    We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

5.12    If you requested to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

6.    Use of our Service
6.1    We grant Users a limited, personal, non-transferable right to use our Service on any applicable device owned or controlled by you in accordance with the Appstore Rules and subject to these terms and conditions.

6.2    You are not eligible for, and must not download or use, our Service if you are under 18 years of age.

6.3    You agree that you will not in connection with the Service:
a)    breach any applicable law, regulation or code of conduct;
b)    send any Data which we reasonably consider to be inappropriate;
c)    communicate with us in a discourteous, offensive or otherwise inappropriate manner;
d)    use the Service for any commercial purpose;
e)    gain unauthorised access to any part of the Service or equipment used to provide the Service; or
f)    attempt, encourage or assist any of the above.

6.4    You must ensure that any contact or other information which you supply us is accurate and not misleading and you will update it so that it remains so. For example, you must give us full details of any allergies or medical conditions which may be relevant to your diet.

6.5    It is your responsibility to comply with the diets we provide and to provide prompt and appropriate feedback.  

6.6    Unless we agree otherwise, communications with nutritionists must be made via the App. Our nutritionists will use reasonable endeavours to respond promptly to any communications but we cannot guarantee that they will respond within any timescale. You acknowledge that responses may be delayed in exceptional circumstances such as illness.

6.7    You acknowledge that we may replace your allotted nutritionist at any time in our discretion.   

6.8    You acknowledge that the Appstore has no obligation to supply any maintenance and support services in relation to the Service.

6.9    The App is compatible with applicable devices and associated operating systems (OS’s) which have been released as at the date we launched the App (or as at the most recent app update). We do not guarantee that the App is or will be compatible with any other devices or OS’s. We may issue App updates through the Appstore; if so, you may not be able to use our App properly or at all until you have downloaded the update, which may be subject to the agreement of new terms and conditions. It is your responsibility to frequently monitor for App updates and to install them as soon as they become available.

7.1    Our diets are intended for “wellness” and are not intended to treat health problems. Our Service is not a substitute for medical advice from your doctor. Please consult your doctor if have any medical issue.

7.2    While we will of course take reasonable care in preparing any diets for you, we cannot guarantee that they will achieve any particular outcome.

7.3    Any content which we make available on our Service is intended as very general guidance information but we cannot guarantee that it is accurate or suitable for your particular circumstances. You rely on such information at your own risk.

8.    Your Data
8.1    It is your responsibility to make your own backup of any Data inputted to the Service in order to protect you in case of loss or damage to such material. We are not responsible for loss or damage to Data.

9.    Your account
9.1    If we enable to create an account in connection with our Service, this is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).

10.    Payment
10.1    While certain features and parts of our Service are available to Users free of charge, full use of our Service is available only to Users who take out subscription or or buy a pack covering a specified number of weeks. Prices, periods and payment methods are as specified on our Service

10.2    Prices shown include VAT unless we say otherwise.

10.3    You are legally committed to pay once we confirm your order subject to any trial period.

10.4    If you are on a subscription (not a pack), this will continue to be auto-renewed for the same subscription period which you signed up to unless you cancel before the renewal date by following the instructions on our Service. You authorise us and our third party payment provider to charge your payment card or otherwise take payments for the relevant amounts when payments are due in accordance with this agreement.

10.5    If you are on a subscription (not a pack), you are entitled to freeze it at any time for certain specified periods by following the instructions on our Service. If so, we will stop supplying our Service during the freeze period. We will start taking payments once the freeze period has expired.

10.6    There will be no refunds if you cancel or freeze your subscription.

10.7    We may at any time change our subscription prices. The new rate takes effect if you apply for a new subscription after we post the new prices on our Service. For existing subscribers, we will give you notice by email at least one month before any price change takes effect. If you do not accept the new fee, you should cancel your subscription before the effective date. Otherwise the next renewal of your subscription after the one month’s notice will be at the new price.

10.8    You must contact us immediately with full details if you dispute any payment.

11.    Suspension / cancellation
11.1    You are entitled to cancel this agreement at any time email to support@nootric.co.uk. If so, there will be no refund.

11.2    We may cancel the contract at any time by email notice if in our discretion we consider that it is inappropriate for us to provide our Service, for example if we suspect that you have a relevant medical condition. If so, we will refund your most recent payment.

11.3    We are entitled at any time (with or without notice) to cancel this agreement or suspend part or all of our Service if we have reason to believe that you have breached our terms and conditions or if any fees due to us are unpaid / unjustifiably charged back or if it is necessary to protect us or others or if we are required to do so by law or appropriate authority. If so, and you are a subscriber, we will refund pro rata that part of your most recent subscription payment relating to the period after cancellation.

11.4    Following cancellation of this agreement: Your right to use our Service and all licences are terminated. Accrued rights and liabilities are unaffected. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You must not attempt to re-register for or continue to use our Service if we have given you notice of cancellation.

12.    Functioning of our Service
12.1    We do not guarantee that the Service will be uninterrupted or error-free and are not responsible for such interruptions or errors.

12.2    We are entitled, without notice and without liability, to suspend the Service for repair, maintenance, improvement or other technical reason.  

13.    Liability
13.1    Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraud or fraudulent misrepresentation or for anything which may not legally be excluded or limited. In this section, any reference to us includes our employees and agents.

13.2    You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.

13.3    Very important: We shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
a)    there is no breach of a legal duty of care owed to you by us or by any of our employees or agents;
b)    such loss or damage was not foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
c)    such loss or damage is caused by you, for example by not complying with this agreement; or
d)    such loss or damage relates to a business.

13.4    Very important: You will be liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Service (subject of course to our obligation to mitigate any losses).
13.5    The following applies where Apple Inc is the Appstore:
a)    In the event of any failure of the Service to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Service (if applicable). To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Service, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility subject to these terms and conditions.  

b)    We, not Apple, are responsible for addressing your claims or the claims of any third party relating to the Service or the end-user’s possession and/or use of that Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

14.    Intellectual property rights
14.1    All trade marks, logos, graphics, images, photographs, animation, videos, text and software used on the Service are our intellectual property or that of our partners. For the purposes of your personal use only, you may view such material on your device and print a single copy.  You may not otherwise use, sublicense, retrieve, display, modify, copy, print, sell, distribute, download, hire, reverse engineer (unless permitted by applicable law) or create extracts of, or derivative works from, such material without our specific prior written consent.

14.2    Just to be clear - you must not collect, scrape, harvest, frame or deep-link to any content on our Service without our specific prior written consent.

14.3    You must not reverse-engineer or decompile any of our software in any way (except to the extent allowed by applicable law). You must not create or use a modified or derivative version of our software or distribute or sublicense our software to third parties.  You must take reasonable steps to ensure that our software is not disclosed to any third party.

14.4    In the event of any third party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, we, not the Appstore, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

15.    Privacy
15.1    You acknowledge and agree that we may process your personal data in accordance with the terms of our privacy policy  which is subject to change from time to time.

16.    Legal compliance
16.1    You promise that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

17.    Events outside our control
17.1    We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.

18.    English law
18.1    These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of courts of the United Kingdom. You may be entitled to use an EU online dispute resolution service to assist with any contractual dispute you may have with us. This service can be found at http://ec.europa.eu/consumers/odr/. Our email address is support@nootric.co.uk.

19.    General
19.1    We may send all notices under this agreement by email to the most recent email address you have supplied to us or by SMS or in-app message. Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (i.e. that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of the agreement shall continue to apply. We may transfer this agreement to a third party but this will not affect your rights or obligations. A person who is not a party to this agreement shall have no rights to enforce this agreement except insofar as expressly stated otherwise. (Where Apple Inc is the Appstore, Apple and Apple’s subsidiaries are third party beneficiaries of this agreement, and, upon your acceptance of these terms and conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against you as a third party beneficiary thereof.) The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.

20.    Complaints
20.1    If you have any complaints, please contact us via the contact details shown below.

21.    Company information
21.1    Company name: Nootric SL
21.2    Country of incorporation: Spain
21.3    Registered number: B66690280
21.4    Registered office and trading address: Príncipe de Vergara 57, A, 1ºB, 28006 Madrid, Spain.
21.5    Other contact information: see our website at www.nootric.co.uk
21.6    VAT number: ESB66690280

Version 1.0

Complete and return this form only if you wish to cancel the contract:
— To , Nootric SL, Príncipe de Vergara 57, A, 1ºB, 28006 Madrid, Spain support@nootric.co.uk +44 (0)1183282489:
— I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the provision of the following service,
— Ordered on[*],
— Name of consumer(s),
— Address of consumer(s),
— Signature of consumer(s) [only if this form is notified on paper],
— Date

[*] Delete as appropriate