COOK SERVICES TERMS AND CONDITIONS
Last Updated: 20/10/ 2022
Hey! Food is Ready Ltd, a limited liability company incorporated and registered in England and Wales (registration number: 13596304), whose registered office address is at City quadrant, 11 waterloo square, Newcastle upon Tyne, England, NE1 4DP (“Hey! Food is Ready”, “we”, “us”) hereby confirm the terms and conditions on which Hey! Food is Ready may appoint you (“Cook”, “you”) to offer, prepare and provide Food (as defined below) to customers (“Customers”) via Hey! Food is Ready’s website available at www.heyfoodisready.co.uk (the “Site”) and the related services offered by Hey! Food is Ready (collectively, such Site and services, being the “Platform”).
These terms and conditions (“Cook Terms and Conditions”) set out the terms and conditions on which you, in your capacity as a Cook, agree to offer, prepare and provide food items (“Food”) to Customers. These Cook Terms and Conditions set out your obligations including your responsibilities regarding food safety, compliance with laws, confidentiality and data. These Cook Terms and Conditions also explain that you must maintain insurance and that Hey! Food is Ready is solely a platform provider and all liability for the preparation, consumption and delivery of all Food you provide rests with you, the Cook. Please read these Cook Terms and Conditions carefully and then select ‘Accept’ if you agree.
Your appointment as a Cook to provide Food via the Platform (if accepted by Hey! Food is Ready) will be governed by these terms and conditions (the “Cook Terms and Conditions”). You should pay particular attention to the section called "Indemnities and Liability", as this excludes or limits our legal liability in connection with these Cook Terms and Conditions, your access to and use of the Platform, your provision of the Food and your interactions with Customers. If you do not agree to these Cook Terms and Conditions, you will not be permitted to access or use the Platform or to offer or provide Food to Customers via the Platform.
1. CHANGES TO COOK TERMS AND CONDITIONS AND PLATFORM
Changes to Cook Terms and Conditions: Hey! Food is Ready may vary these Cook Terms and Conditions, or any of the documents referred to in them, at any time in our discretion. If Hey! Food is Ready does this, Hey! Food is Ready will post the changes on this page and will indicate at the top of this page the date these Cook Terms and Conditions were last revised. If you continue to access and use of the Platform, and/or offer or provide Food after the date any such changes become effective, such actions will constitute your acceptance of the new Cook Terms and Conditions. Certain provisions of these Cook Terms and Conditions may be amended or superseded by legal notices or terms located on particular pages of the Platform or on materials that are downloadable from the Platform.
Changes to Platform: We reserve the right to make changes or corrections to, or alter, suspend or discontinue any aspect of the Platform, including your access to the Platform, with or without notice to you. Unless explicitly stated to the contrary, any new features including new content, will be subject to these Cook Terms and Conditions. To the extent permitted by law, we will not be liable to you or any third party for any changes to or permanent or temporary withdrawal of the Platform.
2. REGISTRATION AND USE OF PLATFORM
2.1 Registration Request: You may request to register to provide Food via the Platform (a “Registration Request”) by clicking the ‘Accept’ (or similar) button to agree to these Cook Terms and Conditions and the Website Terms (available here), and providing information in relation to your certifications and credentials, and the hours during which you are willing to provide food to Customers (“Operation Times”), when prompted by the Platform. Before submitting a Registration Request, you must also:
(AA) (a) register as a home cook with your local counsel;
(BB) (b) obtain a [Level 2] certificate in Food Safety and Hygiene;
(CC) (c) obtain a Food Safety and hygiene rating of at least 4*,
(together, the “Food Safety Requirements”) and provide evidence to us that you have done each of the above things. If you need any assistance, please feel free to get in touch and we will try our best to help. Submitting a Registration Request constitutes an offer to register as a Cook to offer and provide Food to Customers in accordance with and subject to these Cook Terms and Conditions. You are solely responsible for ensuring that your Registration Request is complete and accurate before submitting it and you warrant that all information provided by you (including in relation to your certifications and credentials) to Hey! Food is Ready as part of your Registration Request or otherwise is provided in good faith and is complete, truthful, accurate, up-to-date and not misleading.
2.2 Acceptance of Registration Request: When you click “Accept” (or similar) to agree to these Cook Terms and Conditions, or submit a Registration Request through the Platform, that does not mean the your request has been accepted or that you will be engaged as a Cook to offer and provide Food via the Platform. [Hey! Food is Ready will advise you via email as to whether your Registration Request has been accepted.] Hey! Food is Ready reserves the right to accept or reject, or request a revision of or further information in relation to, any Registration Request in our sole discretion. If Hey! Food is Ready notifies you that we have accepted a Registration Request, a contract will be formed at that time between you and Hey! Food is Ready in relation to the offering and supply of Food, in accordance with and subject to these Cook Terms and Conditions. You acknowledge and agree that Hey! Food is Ready may verify your identity, registrations and credentials and consent to Hey! Food is Ready conducting any such verification, including via third party services.
2.3 Setting up Cook Profile: Once your Registration Request has been accepted, you will need to provide some further information to maximise your chances of making sales of Food to Customers via the Platform. This will include:
(a) setting up your Cook profile, including a description of yourself and the Food you will cook;
(b) taking some photos of your Food (we can help with this if you need, for an additional fee); and
(c) creating a listing for each item of Food you plan to make available, including without limitation the price, ingredient lists, nutritional information, allergen information and preparation, consumption and storage instructions (collectively, the “Food Information”).
3. COOK OBLIGATIONS
3.1 General: You agree to access offer, prepare and provide Food to Customers in accordance with these Cook Terms and Conditions. You acknowledge and agree that you do not have the exclusive right to provide the Food or any similar services to Hey! Food is Ready or any Customer(s) and that Hey! Food is Ready may engage third parties to provide the same or similar Food and/or services.
3.2 Conduct: Whenever you use the Platform, including without limitation whenever you communicate with or liaise with Customers (whether via the Platform or in-person on collection of an order), you must not: (i) act in a manner which may be construed as violent or threatening; (ii) verbally or physically abuse or harass any Customer or related parties, or any person associated with or representing Hey! Food is Ready; (iii) make obscene gestures or comments to any Customer or related parties, or any person associated with or representing Hey! Food is Ready; or (v) otherwise behave in an unsuitable manner towards any Customer or related parties, or any person associated with or representing Hey! Food is Ready. Where it is determined that you have breached this provision of these Cook Terms and Conditions, we reserve the right to permanently ban your account and your access to the Platform. You agree that you are solely responsible for your interactions with any other users of the Platform, including Customers, and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Platform.
3.3 Accepting Orders: You must: (a) accept or reject all orders for Food within [24 hours], and notify the Customer of the time at which the Food will be ready (“Collection Time”) and the postcode at which the Food must be collected (“Collection Location”); (b) obey all lawful instructions given by or on behalf of Hey! Food is Ready in relation to these Cook Terms and Conditions or the preparation, packaging and provision to Customers of any Food; (c) procure and maintain in force all necessary registrations, qualifications, certifications, regulatory approvals, consents, permits, licenses and authorisations to enable performance of your obligations under these Cook Terms and Conditions, including without limitation the preparation, packaging and provision to Customers of Food in accordance with all applicable laws, regulations and safety requirements, including without limitation the Food Safety Requirements, and promptly supply Hey! Food is Ready with evidence of the foregoing on request, and comply with all applicable laws and regulations in carrying out your obligations under these Cook Terms and Conditions, and with the the Food Standards Agency ‘Safe for Business’ guidance found at: https://www.food.gov.uk/business-guidance/safer-food-better-business; (d) notify Hey! Food is Ready immediately on receipt of any notice or communication from any public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body in respect of the Food or the matters listed in paragraph (c) above; (e) cooperate with Hey! Food is Ready if Hey! Food is Ready is subject to any investigation, enquiry or similar relating to the Food or any other matter relating to you or your Food, or if Hey! Food is Ready receives any complaint from a Customer or any other person; (f) not infringe any third party’s rights in preparing, packaging and providing the Food; (g) act reasonably and in good faith and cooperate with Hey! Food is Ready in all matters relating to the Food, the Platform and these Cook Terms and Conditions; (h) promptly provide any assistance and information Hey! Food is Ready may reasonably require, and ensure all such information is complete and accurate and not misleading; (i) comply with any policies or reasonable directions of Hey! Food is Ready that are notified to you from time to time; (j) not, without the prior written consent of Hey! Food is Ready, offer or provide to Customers any age-restricted products or products which are otherwise subject to specific licensing or compliance requirements (including without limitation alcohol, tobacco, medicinal products or nutritional supplements) via the Platform; (k) provide Hey! Food is Ready with complete and accurate descriptions of and information in relation to all Food offered or provided to Customers, including without limitation all Food Information; (l) ensure all Food prepared and provided to Customers corresponds with the descriptions on the Platform (including indications that particular Food items are free of particular allergens or are suitable for vegetarians and/or vegans); (m) give Hey! Food is Ready at least [2 weeks’] notice of any changes to the Cook’s Operating Hours and/or any Food offered or provided by the Cook (including without limitation any changes to descriptions of food, ingredient lists, and storage, consumption, nutrient, allergen and regulatory information); (n) ensure that Food is available to be ordered and collected by Customers during the Cook’s Operating Hours; and (o) minimise the number of orders for Food that you refuse, reject, or substitute.
3.4 Without limiting clause 3.3 above, the Cook shall: (a) prepare and package all Food using reasonable skill, care and diligence and in accordance with good industry practice, all Food Safety Requirements, and any packaging instructions issued by Hey! Food is Ready from time to time; (b) ensure all Food provided to Customers is safe for consumption, at a safe and appropriate temperature for consumption, meets all legal, regulatory and safety requirements (including without limitation all Food Safety Requirements), matches the descriptions of the Food made available on the Platform (including without limitation with regards to ingredients lists, allergen information or suitability for dietary requirements), and has been properly cooked or otherwise prepared, and safely and securely packaged. You will need to provide the packaging for your Food, however we will provide you with branded labels, including allergen labels, which it is your responsibility to affix to all packaging before providing any Food to a Customer.
3.5 The Cook shall be responsible for obtaining and maintaining all equipment, hardware and network infrastructure required to access and use the Platform and to prepare, package and provide the Food to Customers.
3.6 Hey! Food is Ready does not provide any collection or delivery services in connection with the Food, and the Cook acknowledges and agrees that it is their responsibility to package and provide the Food to Customers at the Collection Location provided by the Cook in its Registration Request, or subsequently notified to Hey! Food is Ready. The collection process shall work as follows: (a) the Customer
3.7 shall be notified of the Cook’s postcode (“Collection Location”), and will be responsible for traveling to the Collection Location to collect the Food, at the time designated by the Cook when the order was placed by the Customer (“Collection Time”); (b) the Cook will ensure the Food is prepared, packaged and ready for consumption in a professional manner, with all due skill and care and in accordance with good industry practice, and all applicable laws, regulations and safety requirements (including without limitation the Food Safety Requirements) and will meet the Customer at the Collection Location, at the Collection Time. [The Cook and the Customer may communicate via the secure messaging functionality on the Platform, however the Cook must not give the Customer its full address or other contact information (including telephone or email).] The Cook must at all times treat Customers in a professional, polite and respectful manner. Hey! Food is Ready will not tolerate abuse of any kind. When preparing and providing Food to Customers, you must always take into account any information relating to Customer allergies submitted with the Customer’s order.
3.8 You agree that we may edit descriptions of Food as we deem reasonable (including where required by applicable laws or regulations), for display on the Platform.
3.9 You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly reset your password.
4. TERM AND TERMINATION
4.1 The Agreement will come into force on the Commencement Date and, unless terminated earlier in accordance with its terms, will continue in force until it is terminated by either party giving no less than [10 Business Days’] notice in writing to the other party (“Term”).
4.2 Either party may terminate the Agreement immediately by written notice if the other party commits any material breach of its obligations under these Cook Terms and Conditions which is incapable of remedy or, if capable of remedy, is not remedied within 20 Business Days’ following receipt of a notice requiring it to be remedied.
4.3 Hey! Food is Ready may terminate these Cook Terms and Conditions or suspend the Cook’s ability to offer, prepare or provide the Food via the Platform if: (a) the Cook is no longer permitted to offer, prepare or provide the Food under any applicable laws or regulations; (b) Hey! Food is Ready is subject to a regulatory obligation or Applicable Law which requires it to terminate the Agreement; (c) the Cook has not obtained or maintained in force such permits, certificates, registrations, licences and approvals as are required for the Cook to perform its obligations under these Cook Terms and Conditions (including without limitation any Food Safety Requirements); or (d) if, in Hey! Food is Ready’s opinion, Hey! Food is Ready otherwise has reasonable grounds for doing so.
4.4 On termination or expiry of the Agreement the Cook must immediately return or destroy all materials or documents belonging to Hey! Food is Ready, as instructed by Hey! Food is Ready. Termination or expiry of the Agreement will not affect the rights or liabilities of either party accrued prior to termination or expiry. The following Clauses will survive the termination or expiry of the Agreement: [4.4, 5, 8, 9, 10.1, 10.1, 11,] and any other terms intended expressly or by implication to survive termination or expiry.
4.5 On expiry or termination of this Agreement for any reason: (a) all references to the Cook and your Food will be immediately removed from the Platform; (b) unless expressly stated otherwise, all rights and licences granted under the Agreement shall automatically terminate; (c) all amounts due under the Agreement shall become immediately due and payable; and (d) the Cook shall immediately return to Hey! Food is Ready all Hey! Food is Ready IP and other goods or materials belonging to Hey! Food is Ready in the Cook’s possession or control, including without limitation all packaging and other materials bearing Hey! Food is Ready’s trade marks, trade names, service marks, logos or other branding.
4.6 Termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
5. RESTRICTIVE TERMS
5.1 In order to protect the Confidential Information and Hey! Food is Ready’s business connections to which the Cook will have access as a result of these Cook Terms and Conditions, the Cook covenants that it shall not: (a) during the Term and for twelve (12) months following termination of these Cook Terms and Conditions, offer or provide any Food to any Customer the Cook first identified or was introduced to via the Platform, otherwise than via the Platform and accordance with these Cook Terms and Conditions; and (b) at any time after termination of the Agreement, represent itself as connected with Hey! Food is Ready Group in any capacity, or use any business names or trading names associated with or colourably similar to any business names or trade names used by Hey! Food is Ready Group.
5.2 The Cook acknowledges that it has been separately legally advised in relation to the restrictions in this clause 5. Each of the restrictions in this clause 5 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
6. APPOINTMENT OF AGENT AND HEY! FOOD IS READY OBLIGATIONS
6.1 The Cook hereby appoints Hey! Food is Ready as its agent, and Hey! Food is Ready accepts the appointment, to: (a) solicit, promote and conclude contracts for the purchase of Food by Customers via the Platform, in the name of and on behalf of the Cook; and (b) to collect payments owed to the Cook by Customers. Hey! Food is Ready shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Cook.
6.2 The Cook acknowledges and agrees that all purchases of Food placed by Customers on the Platform shall: (a) be paid for by Customers via the Platform and the Cook shall not permit or require Customers to pay for Food by any other means, including without limitation payment on collection of the Food; and (b) be entered into between the Cook and the Customer, and the Cook shall be solely responsible for all aspects of the preparation, packaging, collection and consumption of Food, other than as expressly set out in these Cook Terms and Conditions.
6.3 Hey! Food is Ready will: (a) onboard the Cook onto the Platform and display the Cook and the Food on the Platform; (b) enable Customers to place orders for Food via the Platform; and (c) reasonably cooperate with the Cook in connection with the Platform and these Cook Terms and Conditions.
7. FEES AND PAYMENT
7.1 Cooks set price for food charged to Customers. Prices must be inclusive of VAT.
7.2 In consideration of the performance by the Cook of its obligations under this Agreement, Hey! Food is Ready shall remit to the Cook all amounts charged to Customers in respect of each item of Food provided to Customers by the Cook during each month of the Term, [within 20 Business Days] following the end of the month in which the Food was provided to the Customer, less: (a) a 10% commission on the price of each item of Food which will be retained by Hey! Food is ready; (b) any applicable third party payment processing fees; and (c) any refunds, credits or other amounts paid to a Customer in respect of any order or any Food offered or provided by the Cook. The amounts payable to the Cook pursuant to this clause 7.2 are the “Fees”. All Fees will be paid in British pounds sterling.
7.3 If the Cook has incurred any liability to Hey! Food is Ready, whether under these Cook Terms and Conditions or otherwise, Hey! Food is Ready will be entitled to set off the amount of such liability against any Fees or other sums that would otherwise be due by Hey! Food is Ready Group to the Cook, without prejudice to any other rights or remedies available to Hey! Food is Ready under these Cook Terms and Conditions or at law.
7.4 The Fees shall be the Cook's total compensation under these Cook Terms and Conditions. The Cook shall make all necessary income tax, sales tax other taxes payable in connection with the Fees and the Food. The Cook shall be fully responsible for and indemnify Hey! Food is Ready against any liability, assessment or claim for taxation whatsoever arising from or made in connection with the performance of the Cook’s obligations under these Cook Terms and Conditions, where such recovery is not prohibited by law. To the extent that any applicable tax regulations require Hey! Food is Ready to deduct or withhold taxes from the payments due under these Cook Terms and Conditions to the Cook, then Hey! Food is Ready may deduct the relevant amounts from the amount otherwise payable.
7.5 If a party fails to pay any sum payable by it under these Cook Terms and Conditions on the due date for payment, it shall pay interest on such sum for the period from and including the due date up to the date of actual payment (after as well as before judgment) at the rate which is the aggregate of 2% per annum and the base rate from time to time of Barclays Bank plc. The interest will accrue from day to day on the basis.
8. INSURANCE
8.1 During the Term and for a period of seven years afterwards, the Cook shall maintain in force insurance policies with reputable insurance companies, against all risks that would normally be insured against by a prudent professional in connection with the risks associated with these Cook Terms and Conditions and the Food, including professional indemnity insurance with a limit of at least [2 million pounds Sterling (£2,000,000)] for claims arising from a single event or series of related events in a single calendar year, and such other insurances as are required by applicable laws and regulations. On Hey! Food is Ready’s written request, the Cook shall provide Hey! Food is Ready with evidence that it holds such insurances. The Cook’s liabilities under these Cook Terms and Conditions shall not be deemed to be released or limited by the Cook taking out the insurance policies referred to in this Clause 8.1.
9. LIABILITY AND INDEMNITIES
9.1 Indemnity: The Cook agrees to indemnify and keep indemnified Hey! Food is Ready and its employees, officers, contractors and representatives (“Indemnitee”), on demand from and against all losses, liabilities, damages, costs and expenses incurred or suffered by Hey! Food is Ready or an Indemnitee arising out of or in connection with: (a) any claim by a Customer or other third party in connection with the Food, the Food Information or the performance of the Cook’s obligations under these Cook Terms and Conditions; (b) any breach by the Cook or any person associated with the Cook of the terms of these Cook Terms and Conditions; (c) any breach of any applicable law or regulations (including without limitation the Food Safety Requirements) by the Cook or any person associated with the Cook; and (d) any negligent or other wrongful act or omission by the Cook or any person associated with the Cook.
9.2 Liability which we do not exclude or limit: Nothing in these Cook Terms and Conditions will limit or exclude our liability to you for death or personal injury caused by our negligence, fraudulent misrepresentation, or any other liability which cannot be limited or excluded by law.
9.3 Limitation of Liability: To the extent we are allowed under applicable law to limit our liability to you, then our liability to you arising under or in connection with the Platform and these Cook Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to £50.
9.4 Losses we are not liable for: We will not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise (to the maximum extent permitted by applicable law) for: (i) any direct or indirect economic losses (including without limitation loss of revenues, data, profits, contracts, use, opportunity, business or anticipated savings); (ii) loss of goodwill or reputation; or (iii) special, incidental or consequential loss or damage, suffered or incurred arising out of or in connection with your use of the Platform (which includes without limitation any errors or omissions contained in the Platform, if the Platform is unavailable, or if changes have made to the content of the Platform by unauthorised third parties).
9.5 Food and Food Information: We are solely a platform provider, and you bear all responsibility in connection with all Food and Food Information you offer, provide or make available via the Platform. The Food Information is not independently verified by Hey! Food is Ready.
9.6 Events Outside our Control: We will not be liable for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, pandemics, epidemics, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet disturbances.
9.7 Platform Availability: To the extent permitted by law, the Platform and any information, materials, content or advice given on or through the Platform, whether written, stated or implied, is for information purposes only and is provided “as is” and “as available” basis and without warranty of any kind by Hey! Food is Ready. While we do our best to avoid interruptions or unavailability of the Platform, we cannot guarantee that the Platform, or any content on or available through it will be available, uninterrupted or error free.
9.8 Viruses and Harmful Code: We do not guarantee that the Platform will be secure or free from harmful code, viruses, bugs, trojans, worms, logic bombs or other material which is malicious or technologically harmful (“Harmful Code”). We will not be liable for any loss or damage caused by a distributed denial-of-service attack or any Harmful Code that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading or accessing of any material posted on or linked to the Platform. You must not knowingly introduce to the Platform any Harmful Code. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is hosted, or any server, computer or database connected to the Platform. You must not attack the Platform via a denial of service attack or a distributed denial of service attack.
9.9 Third Party Websites: The Platform may provide links or other access to other sites and resources on the Internet. Hey! Food is Ready has no control over such sites and resources and we are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that Hey! Food is Ready will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Platform (including Customers) are between you and the third party, and you agree that Hey! Food is Ready is not liable for any loss or claim that you may have against any such third party.
9.10 Content: The Platform contains content generated by Hey! Food is Ready (or on behalf of Hey! Food is Ready), Cooks and other Platform users, including Customers. To the extent permitted by law, your use of the Platform is at your sole risk. All content, materials and information on the Platform are provided on an “as is” basis and “as available” basis, for general information purposes only and without any promises, conditions, warranties or other terms of any kind. The Platform and the content are not intended to provide specific advice to any user, as such you should not rely on the information provided. We do not endorse any advice provided on the Platform, nor any specific products, processes, service providers, dietary or allergen information, or other information that may be mentioned on or made available through the Platform. We also do not warrant or represent that the information or materials available through the Platform will meet your particular requirements or needs. The information contained in the Platform, including Feedback and content in any discussion forum, may contain inaccuracies or errors. We are not required to update the Platform or to correct any inaccuracies which may become apparent, but will be entitled to do so is we wish without notice to you.
9.11 Feedback: After placing an order for and receiving any Food, Customers will have the opportunity to leave a review in relation to the Cook, and the Food provided (“Feedback”). We may publish the Feedback on the Platform, however we are not required to moderate it. Feedback expressed by other users of the Platform is not representative of our opinion. We will not be responsible, or liable to any third party, for the content or accuracy of any Feedback posted by any user of the Platform. If you have any concerns with respect to Feedback posted by a Customer in relation to you your Food, however, please contact us and we will use commercially reasonable efforts to resolve your concern.
9.12 User Disputes: You agree that you are solely responsible for your interactions with any other users of the Platform, including Customers, and we will have no liability or responsibility with respect thereto. We reserve the right, but have no obligation, to become involved in any way with disputes between you and any other user of the Platform.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Background IPR. Nothing in these Cook Terms and Conditions shall affect either party’s ownership of any intellectual property rights created by such party separately from the performance these Cook Terms and Conditions (“Background IPR”). All right, title and interest, including Intellectual Property Rights, in and to the Platform and all content appearing on or available through it (“Hey! Food is Ready IP”) will remain in, or will vest in, Hey! Food is Ready or its licensors, and each party will retain ownership of all of its Background IP. To the extent that Hey! Food is Ready IP is acquired by or otherwise vests in the Cook as a result of these Cook Terms and Conditions or the performance of the parties’ obligations under these Cook Terms and Conditions, the Cook hereby assigns all of its right, title, and interest in any and all of the Hey! Food is Ready IP to the extent that such right, title and interest are capable of a present assignment of future rights; and agrees to assign all of its right, title, and interest in any and all of the Hey! Food is Ready IP or Content to the extent such right, title, and interest is not capable of a present assignment of future rights.
10.2 Platform Licence: The contents of the Platform are protected by international copyright laws and other intellectual property rights. All intellectual property rights in the contents of the Platform (including all text, graphics, logos, names, artwork, photographs and videos) are owned by us or our licensors. All product and company names and logos mentioned on the Platform are the trade marks, service marks or trading names of their respective owners. All rights are reserved. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded via the Platform. Unless otherwise specified, all content and materials published on the Platform are presented solely for your private, personal and non-commercial use. The information and products shown on the Platform are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. If accessing the Platform or using of any material or content on the Platform infringes any applicable law in your jurisdiction(s), you are not authorised to access or use the Platform and you must cease use immediately. We grant you a non-exclusive, non-transferable, non-sublicensable licence for the Term to access and use the Platform for the sole purpose of creating and managing your account as a Cook, subject to and in accordance with these Cook Terms and Conditions.
10.3 Third Party Material: Under no circumstances will we be liable in any way for any content or materials of any third parties (including users of the Platform, Cooks and Customers), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that Hey! Food is Ready and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Platform. Without limiting the foregoing, Hey! Food is Ready and its designees will have the right to remove any content that violates these Cook Terms and Conditions or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
10.4 Content. Any Content which the Cook submits must not: (i) infringe the Intellectual Property Rights or other rights of any other person; (ii) be made in breach of any legal duty owed to a third party; (iii) be threatening, abusive or invade another’s privacy; (iv) be likely to harass, upset, embarrass, alarm or annoy any other person; or (v) encourage any act or activity that could be harmful to the health or well-being of anyone or which raises any clinical safety concerns. The Cook shall only contribute generic advice in the Content and shall ensure all Content complies with Applicable Laws. The Cook grants to Hey! Food is Ready a worldwide, royalty-free, perpetual, irrevocable, licence to use, display, sell, licence, sublicense, modify, adapt and otherwise exploit the Content in any medium and for any purpose.
10.5 Cook Trade Marks: The Cook grants to Hey! Food is Ready a non-exclusive, royalty-free, sublicensable and transferable licence for the term of the Agreement to use and display the Cook’s trade marks, service marks, trade names, logos and other branding in connection with the Platform and the exercise of Hey! Food is Ready’s rights and the performance of Hey! Food is Ready’s obligations under these Cook Terms and Conditions, including without limitation for the purposes of marketing and promoting the Platform and the Food. The Cook warrants and represents that any trade marks, service marks, trade names, logos and other branding provided or made available to Hey! Food is Ready will not infringe the rights, including Intellectual Property Rights, of any third party.
10.6 Hey! Food is Ready Trade Marks: from the Platform including but not limited to text, graphics, video, messages, code and/or software without our prior written consent. The Hey! Food is Ready name and logos are trademarks and service marks of Hey! Food is Ready (collectively the “Hey! Food is Ready Trademarks”). Other product, and service names and logos used and displayed via the Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Hey! Food is Ready. Nothing in this Cook Terms and Conditions or the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Hey! Food is Ready Trademarks displayed on the Platform, without our prior written permission in each instance. All goodwill generated from the use of Hey! Food is Ready Trademarks will inure to our exclusive benefit. Subject to obtaining Hey! Food is Ready’s prior written consent and compliance Hey! Food is Ready’s policies and directions, the Cook may use Hey! Food is Ready Trade Marks for the sole purpose of advertising that the Cook’s Food is available for purchase via the Platform.
10.7 Restrictions. You may use the Platform for lawful purposes only. You must not misuse the Platform for any unlawful or fraudulent purposes, including, without limitation, by introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. In particular, you must not access without authority, interfere with damage or disrupt the Platform or any part of it; any equipment or network on which the Platform is stored; any software used in connection with the provision of the Platform; or any equipment, software or website owned or used by a third party. You must not attack the Platform via a distributed denial-of-service attack. Without prejudice to our other rights or remedies, we reserve the right to take legal proceedings against you for reimbursement of all costs or losses (on an indemnity basis) resulting from your breach of this section of the Cook Terms and Conditions, and to disclose such information to law enforcement agencies as we reasonably believe is necessary.
11. CONFIDENTIALITY AND DATA PROTECTION
11.1 The Cook must hold Hey! Food is Ready’s and each Customers’ Confidential Information in strict confidence, and must not disclose such Confidential Information to any third party. The Cook may use each of Hey! Food is Ready’s and the Customers’ Confidential Information solely for the purposes of carrying out its obligations under these Cook Terms and Conditions. The obligations on the Cook set out in this Clause 10.1 will not apply to any Confidential Information of Hey! Food is Ready or a Customer which: (a) is publicly available or becomes publicly available other than through an act or omission of the Cook; (b) the Cook is required to disclose by order of a court of competent jurisdiction or by a regulator having jurisdiction over the Cook, provided that prior to such disclosure, the Cook must use reasonable endeavours to provide notice to the other party setting out the nature of the proposed disclosure; or (c) is already known to the Cook, as evidenced in written or machine readable form dated prior to the date of disclosure or is received from an unaffiliated third party without an obligation of non-disclosure or breach of an obligation of confidentiality to the other party.
10.2 [To the extent that, in the course of carrying its obligations under these Cook Terms and Conditions, the Cook processes any personal data in respect of which Hey! Food is Ready is the controller (“Hey! Food is Ready Personal Data”), the Cook shall comply with its obligations under Data Protection Law. For details on how Hey! Food is Ready processes Hey! Food is Ready Personal Data as a controller, see Hey! Food is Ready’s Privacy Policy, available here, as amended from time to time.]
10.3 [Hey! Food is Ready may process personal data concerning Customers on behalf of a Cook as a processor (as those terms are defined under Data Protection Law), including health data, and details provided during the registration process (“Cook Personal Data”). To the extent Hey! Food is Ready processes Cook Personal Data as a processor, Hey! Food is Ready shall: only process in accordance with the Cook’s instructions; ensure all authorised persons and subprocessors have committed themselves to confidentiality; implement appropriate technical and organisational measures to secure Cook Personal Data; make available to the Cook all information necessary to demonstrate compliance with Data Protection Law; without undue delay, notify the Cook of a personal data breach; provide reasonable assistance as the Cook reasonably requests in connection with its obligations under Articles 32-36 of the GDPR and the Cook’s obligations to respond to data subject’s requests under Chapter III of the GDPR; and, subject to the Cook’s discretion or Applicable Law, return or delete Cook Personal Data on expiry of the Agreement.]
12. WARRANTIES
12.1 The Cook hereby warrants to Hey! Food is Ready that: (a) it has all necessary registrations, qualifications, certifications, licences, permits, consents, or approvals (including without limitation all Food Safety Requirements) from and by, and has made all necessary notices to all governmental authorities having jurisdiction, to the extent required to offer, prepare, package and provide Food to Customers and otherwise perform its obligations under these Cook Terms and Conditions; (b) it is not, has never been, and is not expected to become, precluded by a decision of a regulatory or professional body, or by any act of a competent government authority under applicable laws or regulations, from carrying out the activities required to offer, prepare, package and provide Food to Customers and otherwise perform its obligations under these Cook Terms and Conditions; (c) it is not, has never been, and is not expected to become, the subject of any investigation or other relevant proceedings that could (in an adverse outcome), result in any of the events described in paragraph (b) occurring; (d) it is entitled to work in the UK without any additional approvals; (e) the execution, delivery and performance of these Cook Terms and Conditions by the Cook and all documents to be delivered by the Cook under these Cook Terms and Conditions to the best of the Cook’s knowledge and belief, will not violate any applicable laws or regulations or the rights of any person; and (f) these Cook Terms and Conditions has been duly executed and delivered by the Cook and constitutes its legal, valid and binding obligation, enforceable against the Cook in accordance with its terms.
12.2 The Cook shall immediately notify Hey! Food is Ready if any of the warranties in clause 12.1 becomes untrue or if there is any change in the Cook’s circumstances, including any expiration, revocation, change or otherwise to the Cook’s professional qualifications or certification, or if the Cook becomes subject to any investigation by any industry or regulatory body or any legal proceedings or any nature in the Cook’s professional capacity.
13. GENERAL
Use of Platform Outside the UK: The Platform has been approved for access in the United Kingdom. We cannot give any assurances that the Platform, use of the Platform or these terms (in whole or in part) are in compliance with laws or available for use in locations outside this territory. If you choose to access the Platform from locations outside this territory, you do so at your own initiative and are responsible for compliance with local laws.
Electronic Communications: You agree to receive electronically all communications and notices that we provide in connection with the Platform. We may be required to provide you with communications in written form, which you agree to receive electronically instead of in paper form, including by sending to the email address registered to your account, or by posting notice or communicating with you via our website. Communications include these Terms of Use and any and all other agreements or policies to which you must agree in order to use the Platform, including updates to those agreements and policies, payment authorisations and transaction receipts or confirmations and customer service matters.
General Terms: These Terms of Use contain the entire agreement between us and you with respect to their subject matter. A person who is not a party to these Terms of Use has no rights under them, whether under the Contracts (Rights of Third Parties) Act or otherwise. If either we or you have any right to enforce these Terms of Use against the other, that right will not be lost even if the person who has the right delays enforcing it, or waives their right to enforce it in any instance. If a court or other authority decides that any part of these Terms of Use is illegal or ineffective, the rest of the terms will be unaffected and will remain in force.
Applicable Law and Jurisdiction: These Terms of Use, and any disputes arising out of or in connection with them (including non-contractual disputes), are governed by English law and you can bring legal proceedings in relation to the Platform or these Terms of Use in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Platform or these Terms of Use in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of our the Platform or these Terms of Use in either the Northern Irish or the English courts.
Contact: If you have any questions, please contact us at hey(at)heyfoodisready.com