Proven Marketing Support for Sandwich Shops from Lunchmate

Minds Eye Interactive Limited – Terms and Conditions of Service

 

1. Definitions

 

• Minds Eye Interactive: Minds Eye Interactive Limited trading as Tasty Apps, registered in England and Wales 4565651 of Winchester Business Centre, 10 Parchment Street, Winchester, Hampshire, SO23 8AT;

 

• Vendor: the catering outlet or other organisation or person who purchases the Services from Minds Eye Interactive as specified in the Contract Specification;

 

• Goods: the receipt printer and any other products or merchandise supplied by Minds Eye Interactive to the Vendor and detailed in the Contract Specification;

 

• Services: the provision of the Application to the Vendor to be provided by Minds Eye Interactive to the Vendor;

 

• Application: the LunchMate Smartphone Application which is developed and made available for use by Minds Eye Interactive Limited;

 

• User: the person or organisation making use of the Application for its intended purpose;

 

• Purpose: the intended functionality provided by the Application, which is to facilitate the remote making of an order and payment of that order to a Vendor;

 

• Produce: the food, drink and associated items supplied by the Vendor;

 

• Order: the process of submitting and making payment of an order for Produce to the Vendor using the Application;

 

• EULA: the End User Licence Agreement which exists between Minds Eye Interactive and a User in relation to the use of the Application;

 

• Contract Specification: means the document giving specific details of the Goods and or Services to be provided by Minds Eye Interactive; and

 

• Agreement: these Terms and Conditions together with any terms contained within any Contract Specification.

 

2. General and Interpretation

 

• These Terms and Conditions shall apply to all and any contracts for the supply of Goods and or Services by Minds Eye Interactive to the Vendor and to the exclusion of all other terms and conditions, including any terms and conditions the Customer may purport to apply under any purchase order, confirmation of order or similar documents.

 

• Any variation to these conditions (including any special terms or conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of Minds Eye Interactive.

 

• In the Agreement any references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

 

• In these Conditions headings will not affect the construction of these Conditions.

 

3. Charges, invoicing and payment

• A contract for the supply of Goods and or Services will only be formed when Minds Eye Interactive confirms acceptance of the Vendor’s order. A purchase order or letter of intent will not form a binding contract until such acceptance has been communicated by Minds Eye Interactive.

 

• Minds Eye Interactive’s fees for the supply of Goods and or Services will be detailed in the Contract Specification.

 

• Invoiced amounts shall be payable within the period specified on the invoice or in the Contract Specification.

 

• Minds Eye Interactive is entitled to charge interest on overdue invoices from the day after the final date on which payment was due until the date on which payment was made. The rate of interest charged shall be 8.00% per annum above the official dealing rate of the Bank England currently in force.

 

• Minds Eye Interactive shall also be entitled to recover any reasonable charges incurred in the process of obtaining late payment owed by the Vendor to Minds Eye Interactive, unless such costs are incorporated in a fixed cost agreed in settlement of the late payment owed by the Vendor to Minds Eye Interactive. Such costs may include, but are not limited to, the fees paid to any third party debt collecting agency instructed to collect the late payment from the Vendor.

 

4. Vendor Responsibilities

• The Vendor shall co-operate with Minds Eye Interactive in order to enable Minds Eye Interactive to perform its obligations under this Agreement and in particular shall:

 

• Obtain all necessary permissions and consents that may be required for the performance of the Services;
• Ensure that accurate information, such as the delivery address for Goods, is supplied to Minds Eye Interactive and supply any further information reasonably required by Minds Eye Interactive;
• Ensure that up to date information and prices is available on the Application;
• Ensure that all information placed within the Application complies with all relevant laws and regulations including but not limited to the Food Information Regulations 2014;
• Not use the personal data of a User supplied through the Application for any purpose other than the fulfilling of an Order;
• Not cause by any act or omission anything which would cause Minds Eye Interactive to be in breach of its obligations under the EULA;
• Comply with such other requirements as may be set out in the Contract Specification or otherwise agreed between the parties;
• Not promote or make available for purchase on the Application any Produce or other goods which the Vendor is not legally permitted to sell or provide;
• Not publish any content, media or wording which could reasonably be considered to be defamatory, unlawful under the Equality Act 2010 or pornographic or immoral.

 

• The Vendor shall be liable to compensate Minds Eye Interactive for any expenses incurred or losses suffered by Minds Eye Interactive as a result of a failure of the Vendor to comply with any part of clause 4.1.

 

• The Vendor shall be solely liable for any claim made by a User in respect of any failure of the Vendor to fulfil an Order or in respect of the supply of that Order including but not limited to food poisoning or misinformation in respect of the Produce.

 

5. Minds Eye Interactive Responsibilities

• Minds Eye Interactive will provide the Services and Goods with the skill and care expected of a professional and experienced web and software development business.

 

• Minds Eye Interactive shall endeavour to make the Application available to the Vendor and Users at all times.

 

• Minds Eye Interactive shall supply the Vendor with a copy of its current EULA and any subsequent versions of the EULA implemented from time to time.

 

• Minds Eye Interactive shall be permitted to include the name, any logo or trade mark and images of the Vendor’s Produce supplied by the Vendor within the Application and on any generated receipts.

6. Variations to the Services

• Variations to the Services and or Goods to be provided by Minds Eye Interactive under this Agreement must be agreed by an authorised representative of Minds Eye Interactive as specified in the Contract Specification. Any other variation will not be binding upon Minds Eye Interactive.

 

• All variations to the Services and or Goods must be confirmed in writing and signed by an authorised representative of Minds Eye Interactive and the Vendor no later than seven days after the date on which the variation became effective.

7. Warranty

• Any warranties and conditions provided in this Agreement shall be exclusive.

 

• All other warranties and conditions, whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the performance of the Services and or the supply of the Goods by Minds Eye Interactive.

8. Indemnity

 

• The Vendor shall indemnify Minds Eye Interactive in respect of any direct loss incurred by Minds Eye Interactive in the performance of the Services and or supply of the Goods in consequence of any negligent act or omission committed by any person or organisation acting on behalf of the Vendor.

 

• Minds Eye Interactive shall indemnify the Vendor in respect of any direct loss incurred by the Vendor in consequence of any negligent act or omission committed by any person or organisation acting on behalf of Minds Eye Interactive in the normal course of the performance of the Services or supply of the Goods.

9. Liability

• The liability of Minds Eye Interactive to the Vendor under this Agreement shall be limited to any direct loss suffered by the Vendor as result of the negligent performance of the Services or supply of the Goods and only where the Vendor notifies Minds Eye Interactive of the negligent act or omission in question within seven days of the date when the Vendor became, or should reasonably have been, aware of that act or omission.

 

• Any liability of Minds Eye Interactive pursuant to clause 9.1 in relation to an Order placed by a User shall be limited to the value of that Order.

 

• Any liability of Minds Eye Interactive pursuant to clause 9.1 in relation to any Goods supplied shall be limited to the value of those Goods.

 

• Minds Eye Interactive shall not be liable for any loss caused by any act or omission of an operative of Minds Eye Interactive where that operative was not acting in the normal course of performance of the Services or supply of the Goods.

 

• Minds Eye Interactive shall not be liable for any loss or damage arising from the performance of services that amount to a variation of the Services to be performed or Goods to be supplied agreed under this Agreement unless such variation has been agreed in compliance with clause 6 of this Agreement.

 

• Minds Eye Interactive shall not be liable for any indirect or consequential loss suffered by the Vendor due to a breach of this Agreement by the Vendor.

 

• Time shall not be of the essence in relation to performance of the Services or supply of the Goods unless expressly provided otherwise in the Contract Specification, and Minds Eye Interactive shall not be liable for any losses incurred by the Vendor as a result of a failure to perform the Services or supply of the Goods within the indicated time frames specified in the Contract Specification.

10. Termination

• This Agreement shall continue indefinitely unless agreed otherwise by the parties or subject to clause 10.2 below.

 

• Either Party may terminate this Agreement by giving the other Party one month’s notice provided in writing and sent to the other Party by recorded delivery. In the event of postal disruption, or with the agreement of the other party, such notice may be delivered by hand or email transmission and duly acknowledged by the other party.

 

• Termination of this Agreement in accordance with clause 10.2 shall not prevent either party enforcing any rights it had accrued up to the date of termination.

 

• This Agreement may be terminated by either party immediately in writing where:

 

• The other Party becomes bankrupt or insolvent or enters a deed or arrangement with its creditors or goes into liquidation or has a receiver appointed of all or part of its undertaking, (except for the purposes of amalgamation or restructuring); or

 

• Acts in fundamental or repeated breach of a term or terms of this Agreement to an extent which permits the other party to consider this Agreement repudiated, unless such breach is in consequence of force majeure.

11. Force Majeure

• Neither party shall be entitled to damages from the other party, or to terminate this Agreement where the other party acts in default or material breach of this Agreement where that default or breach was caused by conditions or events beyond its control including, but not limited to:

 

• Strike, lockout or other labour dispute affecting the employees of Minds Eye Interactive or the Vendor where in the latter case the effect is to prevent or hinder Minds Eye Interactive’s operatives from performing its duties;

 

• Acts of God;

 

• Natural disasters;

• Acts of war or terrorism;

• Act or omission of government, highway authorities or telecommunications carrier, operator or administrator;

• Delay in manufacture, production or supply by third parties of equipment or services required for the performance of the Services or production and supply of the Goods;

• Any event preventing Minds Eye Interactive’s operatives from attending the Vendor’s premises to perform the Services including but not limited to adverse weather conditions, road closure or congestion and mechanical breakdown;

• Any hazard at the Vendor’s premises including but not limited to impeded access or exit routes, structural defects, presence of noxious, combustible, radioactive or toxic substance which, in the reasonable opinion of Minds Eye Interactive, comprises an unacceptable risk to the health and safety of its operatives;

• The Party in breach or default shall be entitled to a reasonable extension of time to perform its obligations under this Agreement after notifying the other party.

12. Independent Contractors

• Minds Eye Interactive and Vendor are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless expressly agreed to in writing by both parties.

13. Assignment

• Minds Eye Interactive may assign its obligations under this Agreement to a third party without the Vendor’s consent.

 

• Nothing in the preceding sub-clause shall however prevent the Vendor from enforcing its rights under this Agreement against Minds Eye Interactive.

 

• The Vendor may not assign any of its rights or obligations under this Agreement without the written consent of a Director of Minds Eye Interactive, which will not be unreasonably withheld.

14. Severability

• If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

15. Waiver

• The failure of any party at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect the right of that party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.

16. Notices

• All notices and other communications provided for in this Agreement and any associated document shall be in writing and shall be delivered by post, fax, email or hand to an authorised representative, to the address, fax or email specified in the Contracts Specification.

• Any notices served shall be deemed to be effective on actual receipt by the receiving Party, who shall acknowledge receipt within two working days of the date of receipt.

17. Entire Agreement

• This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

18. Third party rights

• Nothing in this Agreement is intended to, nor shall, confer any rights on a third party unless expressly provided otherwise

19. Jurisdiction

This Agreement shall be construed in accordance with English Law and the Courts of England and Wales shall have exclusive jurisdiction in so far as any matter arising from this Agreement is required to be referred to a court of law.

LunchMate & Tasty Apps are trading names of Minds Eye Interactive Limited.
Minds Eye Interactive Limited
10 Parchment Street,
Winchester,
SO21 3DE

Tel: 01962 774 972