Terms of service
TERMS OF SERVICE
This website is operated by Source Good Food Tech Pvt Ltd. Throughout the site, the terms “we”, “us” and “our” refer to SourceGoodFood.com. SourceGoodFood.com offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site, sharing our content and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
Products or services may require you to pay in advance prior to the delivery of goods. These products may or may not be in stock at our partner/vendors warehouse at the time of making advanced payments. Such products will be supplied on confirmation by the vendor of their availability. In case of the vendor's inability to supply the complete quantity of the product or products within 90 days from the date of receiving the payment, the amount paid in excess by the customer will be refunded to the customer, in lieu of any other alternate arrangement.
The images used on our website are purely for representational purposes. Often they may be pictures of the food and beverage application that the products are used in. We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate.
We reserve the right but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, central, federal , provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall SourceGoodFood.com, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless SourceGoodFood.com and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of India, under the jurisdiction of Mumbai Courts. Any disputes that may arise will be settled via arbitration in Mumbai Courts.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time on this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at email@example.com.
Section 21 - Additional Terms and Conditions
Effective Date: Date of Acceptance upon clicking “I agree” when signing up to our Account
This User Agreement (this "Agreement") is a contract between you ("you" or "User") and Source Good Food Tech Pvt Limited ("SourceGoodFood",”sourcegoodfood.com” "we", “our” or "us"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.sourcegoodfood.com, all affiliated websites owned and operated by us or our Affiliates (collectively, the "Site"), all processes, procedures, guidelines, services, applications and tools that are accessible through the Site and all SourceGoodFood mobile applications that link to or reference this Agreement ("Site Services"). To the extent permitted by applicable law, SourceGoodFood may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. This Agreement includes and hereby incorporates by reference the agreements and polices linked from https://www.sourcegoodfood.com or elsewhere on the Site, as such agreements and policies may be modified by SourceGoodFood from time to time in our sole discretion (collectively, the "Terms of Service"). YOU UNDERSTAND THAT THE SITE IS VENUE WHERE THE MEMBERS USE THE MARKETPLACE AND OUR PLATFORM FOR ONLINE SERVICES. THE USER BECOME MEMBER WHEN THEY OPEN AN ACCOUNT. AS MEMBERS, YOU MAY USE THE DIRECTORY AND OTHER SERVICES TO ADVERTISE, LOCATE, INTRODUCE THEMSELVES TO EACH OTHER, SCREEN AND SELECT EACH OTHER, NEGOTIATE THE TERMS OF ENGAGEMENT. ONCE THE TERMS OF ENGAGEMENT ARE FINLISED AND EXECUTED BETWEEN THE MEMBERS, THE MEMBERS USE THE SITE TO COLLABORATE, COMMUNICATE ABOUT AND INVOICE AND PAY FOR THE ENGAGEMENT. YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT ENTITY.
"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with SourceGoodFood.
"Client" means any authorized User utilizing the Site to request Consultancy Services to be performed by a Consultant (i.e., a User who is a client or potential client of Consultant Users). From time to time, SourceGoodFood may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to SourceGoodFood when SourceGoodFood acts in this way.
"Client Deliverables" means documents, instructions, requests, intellectual property, and any other information or materials that a Consultant receives from a Client for a particular Service Contract.
"Confidential Information" means Client Deliverables, Consultancy Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Consultant or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by User without use of another person's Confidential Information.
"Fixed-Price Contract" means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Consultant, prior to the commencement of a Service Contract, for the completion of all Consultancy Services requested by Client for such Service Contract.
"Consultant" means any authorized User utilizing the Site to offer Services to Clients. A Consultant User is also a customer of SourceGoodFood with respect to use of the Site and the limited Site services.
"Consultancy Deliverables" means documents, instructions, requests, intellectual property, and any other information or materials that a Client receives from a Consultant for a particular Service Contract.
"Consultant Fees" means: (a) for a Fixed-Price Contract, fixed fee agreed between a Client and a Consultant; and (b) any bonuses paid or other payments made by a Client for a Service Contract.
"Consultancy Services" means all services performed for or delivered to Clients by Consultants.
"Job" means Consultancy Services that a Consultant agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.
"Payment Method" means payment through a valid credit card issued by a bank acceptable to SourceGoodFood or direct bank transfer or such other method of payment as SourceGoodFood may accept from time to time in our sole discretion.
"Proprietary Rights" means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
"Service Contract" means the contractual provisions accepted by both a Client and a Consultant governing the Services to be performed by a Consultant for Client.
"Site Services" means all services that are accessible through the site.
"Work Product" means any tangible or intangible results or deliverables that Consultant agrees to create for, or actually delivers to, Client as a result of performing the Consultancy Services on a particular Service Contract, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
"User Content" means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.
- DIGITAL SIGNATURE
2.1 Your Consent and Your Right to Withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. To facilitate better use of the Site, you give us permission to provide these records to you either electronically and/or instead of in paper form. However, we reserve the right, in our sole discretion, to communicate with you via postal service, fax and other third-party mail services using the address under which your account is registered. You should retain a copy of all of the records and notices we send to you electronically.
2.2 You Must Keep Your Email Address Current With Us
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
2.3 Hardware and Software You Will Need
To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat
Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By "Current Version," we mean a version of the software that is currently being supported by its publisher.
3.1 Account Eligibility
To use certain Site Services, you must register for an Account. SourceGoodFood offers the Site Services for your business purposes, and not for personal, household, or consumer use. If you accept and/or bid on any independent contractor work, you must have, and represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity). To register for an Account, you must be and represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. In the event you are an individual below 18 years, you should be accompanied by an adult who is 18 years or over and for the purposes of this Agreement, such adult shall be construed as party to this Agreement on your behalf until you attain 18 years of age. By registering for an Account, you agree to: (a) be financially responsible for your use of the Site and the purchase and/or delivery of Consultancy Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. SourceGoodFood reserves the right, in our sole discretion, to refuse, suspend, or terminate your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in SourceGoodFood's sole discretion.
You agree that you are not a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act.
3.2 Account Registration
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide misleading information about your location. You must not register for more than one Client Account and one Consultant Account without express written permission from us. Solely for purposes of the foregoing sentence, "You" means you, any member of your immediate family, and any entity directly or indirectly controlled by you or any member of your immediate family.
3.3 Identity Verification
When you register for an Account and from time to time thereafter, your Account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity. You authorize SourceGoodFood, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide us information about you and your business when requested is a violation of this Agreement.
3.4 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize SourceGoodFood to assume that any person using the Site with your username and password
either is you or is authorized to act for you. You agree to notify us immediately by contacting Customer Support if you suspect or become aware of any unauthorized use of your Account.
3.5 Feedback and Ratings
SourceGoodFood encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that the Site contains public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that SourceGoodFood may calculate a composite feedback number based on these individual ratings. Consultants and clients agree to be rated by each other along with several criteria, as determined by SourceGoodFood. SourceGoodFood provides its feedback and rating system as a means through which Users can express their opinions publicly, and SourceGoodFood does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to SourceGoodFood's attention. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. By law, SourceGoodFood is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable.
- PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Consultants can identify each other and buy and sell Consultancy Services online. Subject to the terms of this Agreement, SourceGoodFood provides the Site Services to Clients and Consultants, including hosting and maintaining the Site, enabling the formation of Service Contracts, and managing disputes related to those Service Contracts. If a Client and Consultant agree on terms of the Consultancy Services, a Service Contract is formed directly between such Client and Consultant, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Consultant). When a Client and a Consultant enter a Service Contract, they use the Site to hire, manage, and pay online.
A separate account will be created to receive money from clients and the funds paid by the client will be held in this account, and the funds will be remitted to the Consultant upon successful completion of the assignment to clients’ satisfaction. The funds payable to the Consultant will be net of the commission due to SourceGoodFood (Refer clause 6.1).
- CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CONSULTANT
5.1 Service Contracts
Client and Consultant acknowledge and agree that when Consultant accepts a Job awarded by Client, Client and Consultant will be deemed to have entered into a "Service Contract" with each other that is comprised of the following agreements (as applicable): (1) The Fixed Price Contract; (2) the Job terms awarded and accepted on the Site to the extent that the terms do not purport to expand SourceGoodFood's obligations or restrict SourceGoodFood's rights under this Agreement; and (3) any other contractual provisions accepted by both Client and Consultant, to the extent that the provisions do not purport to expand SourceGoodFood's obligations or restrict SourceGoodFood's rights under this Agreement. You acknowledge and agree that the formation of a Service Contract between Client and Consultant does not, under any circumstance, create an employment relationship between SourceGoodFood and the Consultant or a principal-agent relationship between the Client and SourceGoodFood.
5.2 Consultant Representations and Warranties
For the purposes of the Service Contract, Consultant hereby represents and warrants that (a) the Work Product will be an original work of Consultant; (b) the Work Product will fully conform to the requirements and terms set forth
in the Service Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Proprietary Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Consultant will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to the third parties; (f) Consultant has full right and power to enter into and perform the Service Contract without the consent of any third party or under applicable law; (g) Consultant has an unqualified right to grant the license to all Background Technology as set forth in the section titled “License to Background Technology”; and (h) Consultant will comply with all laws and regulations applicable to Consultant’s obligations under the Service Contract.
- PAYMENT TERMS
6.1 Service Fee
Consultant agrees that when a Client pays a Consultant or funds related to a Job are otherwise released to a Consultant, SourceGoodFood will first deduct up to 20% of service fee for creating, hosting, maintaining, and providing the Site Services and then credit the balance into the Consultant’s Account. Client and a Consultant are obligated to use the Site to pay and receive payment for Consultancy Services if they identified each other through the Site, as detailed in Section 7 titled "Exclusivity and Non-Circumvention," below.
6.2 Membership Fees
SourceGoodFood reserves the right to introduce a new component in, or convert any present component of, the Site Service into a paid service and introduce a subscription-based mechanism. SourceGoodFood shall ensure that before implementing the subscription-based services, the existing Users shall be notified in advance.
6.3 Disbursements to Consultants
SourceGoodFood disburses funds that are payable to Consultant under the Service Contract for the Job (less any applicable service fees) in accordance with the Consultant's payment instructions provided to SourceGoodFood within ninety days after the Consultant Fees are due and payable from Client. Consultant agrees that it will not receive interest or other earnings on the funds held by SourceGoodFood prior to disbursement to Consultant. Consultant acknowledges that Payment Gateway may deduct some nominal fees according to applicable rates for remitting the money to the Consultants Account as per the payment method chosen by the Consultant.
Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, we hold the disbursement of the Consultant Fees. Additionally, we may hold the disbursement of the Consultant Fees if: (a) we or our payment gateways require additional information, such as Consultant's passport, government-issued identification, address, or date of birth, (b) we have reason to believe the Consultant Fees may be subject to dispute or chargeback, (c) we suspect fraud, (d) we believe there are reasonable grounds for insecurity with respect to the performance of Consultant's obligations under a Service Contract, this Agreement, or other Terms of Service, or (e) we deem necessary in connection with any investigation; or (f) required by applicable law.
If Client fails to pay the Consultant Fees or any other amounts due under this Agreement, whether by cancelling Client's credit or debit card, initiating an improper chargeback, or any other means, SourceGoodFood may suspend or terminate Client's Account, the processing of any additional payments, and any Consultancy Services in progress.
Without limiting other available remedies, Client must pay SourceGoodFood upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, SourceGoodFood, at our discretion, may set off amounts due against other amounts received from or held by SourceGoodFood, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.5 No Return / Partial refund of Funds
The client acknowledges and agrees that SourceGoodFood will charge Client's designated Payment Method for the Consultant Fees for Fixed-Price Contracts, upon Client’s acceptance of the Consultancy Services. Therefore, and in consideration of the Site Services provided by SourceGoodFood, Client agrees that once SourceGoodFood charges Client's designated Payment Method for the Consultant Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law or the Consultant terminates the Service Contract. The client, therefore, agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Consultant Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that SourceGoodFood shall be entitled to the full amount that has been improperly charged back plus interest on the outstanding amount at the lesser of one and one-half per cent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law. It is hereby clarified that only in the event the Consultant terminates the Service Contract before completing the Job, the Client shall be entitled to a refund of a pro-rata share of Consultant Fees which shall include, but not limited to, fees for the portion of the work not done and proportionate share of SourceGoodFood’s service fees.
6.6 Formal Invoices and Taxes
SourceGoodFood shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Consultant Fees. Consultant shall be solely responsible for determining whether it is required by the applicable law to issue any formal invoices for the Consultant Fees.
6.7 Payment Methods
In order to use certain Site Services, the Client must provide account information for at least one valid Payment Method.
Client hereby authorizes SourceGoodFood to run necessary authorizations on the Payment Method provided by Client, to store such details as Client's method of payment for Services, and to charge such Payment Method in accordance with the terms of this Agreement.
By providing Payment Method information through the Site, Client represents, warrants and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s), and (c) such action does not violate the terms and conditions applicable to Client's use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client's Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without
limiting any of our other rights or remedies, we may also charge interest as per Clause 6.6 and/or terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.
- EXCLUSIVITY AND NON-CIRCUMVENTION
You acknowledge and agree that a substantial portion of the compensation SourceGoodFood receives for making the Site available to you is collected as a Service Fee described in the foregoing subsection titled "Service Fee." SourceGoodFood only deducts this Service Fee when a Client pays and a Consultant receives payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the "Exclusivity Period"), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the "SourceGoodFood Relationship").
Non-Circumvention. You agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
ii. Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
iii. Invoice or report on the Site an amount lower than that actually agreed between Client and Consultant.
You agree to notify SourceGoodFood immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to SourceGoodFood by sending an email message to us at Customer Support on firstname.lastname@example.org.
- SERVICE CONTRACT TERMS BETWEEN CLIENT AND CONSULTANT
Unless otherwise agreed to in a writing signed by both Client and Consultant and except for Service Contracts classified as employment relationships, the terms and conditions of the Service Contract that a Consultant enters directly with a Client when the Consultant agrees to provide Services to the Client are as set forth in this Section. Client and Consultant may not agree to any other terms and conditions that affect the rights or responsibilities of SourceGoodFood. SourceGoodFood is not a party to any Service Contract between Users, except as a Third-Party Beneficiary as described further below.
Consultant shall perform the Consultancy Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product. The manner and means of performing the Consultancy Services shall be determined and controlled by the Consultant.
If Consultant wishes to subcontract with third parties to perform Consultancy Services on behalf of Consultant, Consultant represents and warrants that it does so as a legally recognized entity with the ability to hire and/or contract employees and/or independent contractors (an "Independent Contractor"). Consultant and Independent Contractor agree and acknowledge that Independent Contractor’s employees and subcontractors are not employees of SourceGoodFood or Client. As between SourceGoodFood and Consultant, Consultant agrees that SourceGoodFood has no
responsibility for any wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and that SourceGoodFood has no obligation to supervise and control them. Consultant represents, warrants, and covenants that Independent Contractor acknowledges and agrees that: (a) Independent Contractor is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Independent Contractor’s employees and subcontractors and has the sole and exclusive right to supervise and control them, and (b) neither Independent Contractor, nor any of its employees, subcontractors, or agents, shall have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from SourceGoodFood or Client.
8.3 Termination of a Service Contract
For Fixed-Price Contracts, Client may terminate at any time but may not recover any payments already made or due, and Consultant may terminate at any time before SourceGoodFood charges Client's Payment Method for any Consultant Fees. If SourceGoodFood has charged Client's Payment Method, Consultant may terminate the Fixed-Price Contract only with Client's consent. In cases where a partial payment is made to the Consultant, SourceGoodFood shall be eligible for its share of fees proportionate to such payment.
8.4 Intellectual Property Rights
8.4.1 Background Technology
The Consultant will disclose in the Job terms any Background Technology which Consultant proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Consultant discloses no Background Technology, Consultant warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. The consultant will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provide, for each item of Background Technology identified,
(a)the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Consultant, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Job terms, Consultant agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
8.4.2 License to Background Technology
Upon Consultant's receipt of payment from Client, Consultant hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.
8.4.3 Client Materials
Client grants Consultant a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Materials as necessary solely for the performance of the Consultancy Services under the applicable Service Contract. Client reserves all other rights and interests, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client's written request, Consultant shall immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Consultant's premises, systems, or any other equipment or location otherwise under Consultant's control. Within ten days of such request from Client, Consultant agrees to provide written certification to Client that Consultant has returned or destroyed all Client Materials and Work Product as provided in this subsection.
8.4.4 Ownership of Work Product and Intellectual Property
Upon Consultant's receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Consultant has any Intellectual Property Rights to the Work Product that are not owned by Client upon Consultant's receipt of payment from Client, Consultant hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Consultant retains no rights to use, and will not challenge the validity of Client's ownership in, such Intellectual Property Rights. Consultant hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
8.4.5 License to or Waiver of Other Rights
If Consultant has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Consultant, Consultant hereby automatically, upon Consultant's receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Consultant, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Consultant has any rights to such Work Product that cannot be assigned or licensed, Consultant hereby automatically, upon Consultant's receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client's customers, with respect to such rights, and will, at Client's request and expense, consent to and join in any action to enforce such rights.
The consultant will assist the Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Consultant's signature on any document needed in connection with the foregoing, Consultant hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney, in fact, to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Consultant.
8.5 Worker Classification
Client assumes all liability for determining whether Consultants are independent contractors or employees; SourceGoodFood disclaims any liability for such determination. This Agreement does not create a partnership or agency or employment relationship between Client and Consultant. A consultant does not have the authority to enter into written or oral (whether implied or express) contracts on behalf of the Client. Service Contracts are classified as independent contractor relationships, and hence Client may not require an exclusive relationship between Client and
Consultant. A Consultant classified as an independent contractor is free at all times to provide Consultancy Services to persons or businesses other than the Client, including any competitor of the Client.
For Service Contracts classified as employment relationships, Consultant and Client will participate in the payroll program made available by a third-party provider and will enter into appropriate employment-related agreements as requested by the third-party provider or Client. For employment services and all applicable legal purposes, the employer of the Consultant will be the third-party provider and not SourceGoodFood under any circumstances. Consultant hereby waives any right to recover damages from SourceGoodFood for any unpaid wages, including but not limited to overtime wages, or other employment benefits accrued from the Client but remains unpaid.
- RECORDS OF COMPLIANCE
Client and Consultant will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to SourceGoodFood upon request. Nothing in this subsection shall be construed as requiring SourceGoodFood to supervise or monitor Consultancy Services or a User's compliance with this Agreement, the other Terms of Service, or a Service Contract.
- RELATIONSHIP WITH SOURCEGOODFOOD
SourceGoodFood shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users. SourceGoodFood is not a party to the dealings between Client and Consultant, including posts, proposals, screening selection, contracting, and performance of Consultancy Services. SourceGoodFood does not introduce Consultants to Clients or help Consultants find jobs. SourceGoodFood merely makes the Site Services available to enable Consultants to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Consultants for themselves. SourceGoodFood does not, in any way, supervise, direct, or control Consultant or Consultant's work. SourceGoodFood does not set the Consultant's work hours, work schedules, or location of work. SourceGoodFood will not provide the Consultant with training or any equipment, labour, or materials needed for a particular Service Contract. SourceGoodFood does not provide the premises at which the Consultant will perform the work. SourceGoodFood makes no representations about and does not guarantee the quality, safety, or legality of, the Consultancy Services; the truth or accuracy of Consultant's listings on the Site; the qualifications, background, or identities of Users; the ability of Consultants to deliver the Consultancy Services; the ability of Clients to pay for the Consultancy Services; or that a Client or Consultant can or will actually complete a transaction.
SourceGoodFood is not required to and may not verify any feedback or information given to us by Consultants or Clients, nor does SourceGoodFood perform background checks on Consultants or Clients.
You hereby acknowledge and agree that SourceGoodFood may provide information about a Consultant or Client, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Consultant or Client submits to SourceGoodFood, and SourceGoodFood provides such information solely for the convenience of Users and is not an introduction, endorsement, or recommendation by SourceGoodFood.
- THIRD-PARTY BENEFICIARY
Client and Consultant acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Service Contract. Client and Consultant, therefore, appoint SourceGoodFood as a third-party beneficiary of their Service Contracts for purposes of enforcing the obligations owed to, and the benefits conferred on, SourceGoodFood by the Service Contracts. Client and Consultant further agree that SourceGoodFood has the right to take such actions with respect to the Service Contracts or their Accounts, including,
without limitation, suspension, termination, or legal actions, as SourceGoodFood, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Service Contract.
Service Contracts shall be governed by Sections 14 (Confidential Information), 19 (Disputes), 20 (General), and (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
- LICENSES AND THIRD-PARTY CONTENT
13.1 Site License and Proprietary Rights
Subject to and conditioned on your compliance with this Agreement and Terms of Service, SourceGoodFood grants you a limited license to access and, if you have created an account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Consultancy Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without SourceGoodFood's prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site or Site Services except as permitted in writing by SourceGoodFood. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by us. You shall not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. SourceGoodFood and our licensors retain all right, title, and interest in and to all Proprietary Rights related in and to the Site and the Site Services. SourceGoodFood logos and name are trademarks of SourceGoodFood and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of SourceGoodFood's or any third party's Proprietary Rights, whether by estoppel, implication, or otherwise.
13.2 User Content License
When you post User Content on the Site or through the Site Services, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Proprietary Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that SourceGoodFood may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
You retain all ownership rights in any User Content you post on SourceGoodFood. To the extent permitted by applicable law, you also grant to SourceGoodFood and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant SourceGoodFood and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, "Ideas"). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place SourceGoodFood under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, SourceGoodFood does not waive any rights to use similar or related ideas known or developed by SourceGoodFood or obtained from sources other than you.
13.3 Unauthorized Access and Use; Site Interference; Malicious Software
The Site contains robot exclusion headers. You will not access the Site for any illegal purpose including, without limitation,: (a) not take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site's infrastructure; (b) not copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, without the prior express written permission of SourceGoodFood and/or the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) transmit spam, chain letters, or other unsolicited communications; (f) collect or harvest any personally identifiable information, including Account names, from the Site; (g) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of SourceGoodFood or any third party.
13.4 Third-Party Verification and Monitoring
The Site makes available various services provided by third parties to verify a User's credentials, provide testing services and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of SourceGoodFood. SourceGoodFood
neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than SourceGoodFood's authorized employees acting in their official capacities.
13.5 Links and Applications
The Site may contain links to third-party websites. Such third-party websites are owned and operated by third parties and/or their licensors. Your access and use of third-party websites will be governed by the terms and policies of the applicable third-party websites. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an "as is" and "as available" basis without any warranty for any purpose.
13.6 Mobile and Other Devices
When using our mobile applications, please be aware that your carrier's normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. SourceGoodFood reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree SourceGoodFood will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
- CONFIDENTIAL INFORMATION
To the extent a Client or Consultant provides Confidential Information to the other, the recipient shall protect the secrecy of the discloser's Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and shall: (a) not disclose or permit others to disclose another's Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another's Confidential Information, except as necessary for the performance of Consultancy Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Consultant); and (c) limit access to another's Confidential Information to its personnel who need to know such information for the performance of Consultancy Services for the relevant Service Contract.
If and when Confidential Information is no longer needed for the performance of the Consultancy Services for a Services Contract or at Client's or Consultant's written request (which may be made at any time at Client's or Consultant's sole discretion), the party that received Confidential Information, shall, at its expense, promptly destroy or return the disclosing party's Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of
compliance with this subsection within ten days after the receipt of disclosing party's written request for such certification.
Without limiting subsection 14.1 (Confidentiality), Client, Consultant, and SourceGoodFood shall not publish, or cause to be published, any other party's Confidential Information or Work Product, except as may be necessary for the performance of Consultancy Services for a Services Contract.
- LIMITATION OF LIABILITY
SourceGoodFood is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- your use of or your inability to use our Site or Site Services;
- delays or disruptions in our Site or Site Services;
- viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
- damage to your hardware device from the use of the Site or Site Services;
- the content, actions, or inactions of third parties' use of the Site or Site Services;
- a suspension or other action is taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of Job postings, Consultant profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
- your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL SOURCEGOODFOOD, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF SOURCEGOODFOOD, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SERVICE FEES RETAINED BY SOURCEGOODFOOD UNDER THE SERVICE CONTRACTS DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
In addition to the recognition that SourceGoodFood is not a party to any Service Contract, you hereby release SourceGoodFood, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Consultancy Services provided to the Client by a Consultant and requests for refunds based upon disputes.
This release shall not apply to a claim that SourceGoodFood failed to meet our obligations under this Agreement.
You shall indemnify, defend, and hold harmless SourceGoodFood, our Affiliates, and our respective directors, officers, employees, representatives and agents (each an "Indemnified Party") from and against any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any cause of action, claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred or decision to supply credit or other information through use of the Site Services, including financial information; (b) decision to submit postings and accept offers from Users or Clients, any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Consultant as an independent contractor; the classification of SourceGoodFood as an employer or joint employer of Consultant; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents; (d) breach of any provision of this Agreement or the other Terms of Service; (e) dispute of or failure to pay any invoice of make any other payment; (f) obligations to a Consultant, including payment obligations; (g) any breach of contract or other claims made by Users with which you conducted business through the Site; (h) any liability arising from the tax treatment of payments made or received through the Site Services or any portion thereof; (i) failure to comply with applicable law by you or your agents; (j) negligence, willful misconduct, or fraud by you or your agents; and (k) defamation, libel, violation of privacy rights, unfair competition, or infringement of Proprietary Rights or allegations thereof to the extent caused by you or your agents, including any Work Product provided by you or your agents. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand or action arising out of the negligence or willful misconduct of an Indemnified Party.
- TERM, TERMINATION AND CONSEQUENCES
18.1 Term and Termination
This Agreement will become effective on the date first mentioned hereinabove and will remain in effect for the duration of your use of the Site. Unless both you and SourceGoodFood agree otherwise in writing, either of us may terminate the contract represented by this Agreement in our sole discretion, at any time, without explanation, upon written notice.
Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User's Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You, therefore, agree as follows: IF SOURCEGOODFOOD SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, SOURCEGOODFOOD HAS THE RIGHT
BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
18.2 Consequences of Termination
In the event you properly terminate this Agreement, your right to use the Site, Account and other privileges are automatically terminated; however, (i) if you have any open Jobs when you terminate this Agreement you will continue to be bound by this Agreement until all such Jobs have closed; (ii) SourceGoodFood will continue to perform those Services necessary to complete any open Job or related transaction between you and another User; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Jobs, whichever is later, to SourceGoodFood for any Site Services and to any Consultants for any Consultancy Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or SourceGoodFood from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those Site Policies necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting SourceGoodFood's other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed to SourceGoodFood or our Affiliates under this Agreement, you must pay SourceGoodFood for all fees owed to SourceGoodFood and our Affiliates and reimburse SourceGoodFood for all losses and costs (including any and all time of SourceGoodFood's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Those terms that by their nature are intended to survive this Agreement shall survive this Agreement.
19.1 Dispute Resolution Process
If a dispute arises between Client and Consultant under their respective Service Contract, Client and Consultant shall refer the dispute to SourceGoodFood for non-binding mediation. Client and Consultant agree to take best efforts to co-operate with SourceGoodFood and resolve the dispute within 15 days from the date the dispute is referred to SourceGoodFood. In the event of a dispute, the funds allocated towards the project are frozen till the time the dispute is not resolved. In the event, the Client or Consultant does not agree with the resolution provided by SourceGoodFood, they shall refer the dispute to be resolved by a binding arbitration. The arbitration shall be conducted by a sole arbitrator to be appointed by the High Court of Mumbai. The arbitration shall be conducted in Mumbai in accordance with the terms and rules laid out in the ARBITRATION AND CONCILIATION ACT 1996 read in conjunction with subsequent amendments
If a dispute arises between you and SourceGoodFood or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, SourceGoodFood, and our Affiliates agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Site Services (each, a "Claim") by referring the Claim to binding arbitration. The arbitration shall be conducted by a sole arbitrator to be appointed by the High Court of Mumbai. The arbitration shall be conducted in Mumbai in accordance with the terms of the rules laid out in the ARBITRATION AND CONCILIATION ACT 1996 read in conjunction with subsequent amendments
19.2 Choice of Law and Forum for Disputes
Subject to arbitration, this Agreement including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions and the Courts of Mumbai shall have the sole jurisdiction in this regard. Parties hereby agree to expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods hereby.
Economic and trade sanctions are administered by the Indian government from time to time. Certain sanction programs broadly prohibit most transactions with persons located in the embargoed countries.. Pursuant to these sanctions, SourceGoodFood does not work with any Client or Consultant from these sanctioned countries and reserves the right to refuse to provide Site Services to Clients and Consultants from such sanctioned countries.
20.1 Entire Agreement
This Agreement, together with the other Terms of Service, if any, and any other legal notices and agreements published by SourceGoodFood on the Site sets forth the entire agreement and understanding between you and SourceGoodFood relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though SourceGoodFood drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favouring or disfavoring you or SourceGoodFood because of the authorship of any provision of this Agreement.
20.2 Side Agreements
Notwithstanding subsection 20.1 (Entire Agreement), Clients and Consultants may enter into any supplemental or other written agreements or e-mail exchanges that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand SourceGoodFood's obligations or restrict SourceGoodFood's rights under this Agreement.
20.3Notwithstanding subsection 20.1 SourceGoodFood may enter into written agreements with Clients, the provisions of which shall supersede this user agreement except to the extent otherwise specified.
User shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, the User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties' Proprietary Rights.
No modification or amendment to this Agreement shall be binding upon SourceGoodFood unless in a written instrument signed by a duly authorized representative of SourceGoodFood. For the purposes of this subsection, a written instrument shall expressly exclude electronic communications, such as email and electronic notices, but shall include facsimiles.
20.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without SourceGoodFood's prior written consent in the form of a written instrument signed by a duly authorized representative of SourceGoodFood (and, for the purposes of this subsection, a written instrument shall expressly exclude electronic communications such as email and electronic notices, but shall include facsimiles). SourceGoodFood may freely assign this Agreement without User's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
20.8 Force Majeure
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labour disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for the performance of such a party will be extended by the period of such delay. Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If at the end of the 30 day period, the effect of the Force Majeure continues, the Contract shall terminate.
20.9 Prevailing Language and Location
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions if any.
20.10 Communications from you to SourceGoodFood
All notices to SourceGoodFood or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Source Good Food Tech Pvt 108,The Summit Business Bay, Near Cinemax Cinema, A.K. Road, Andheri (East) Mumbai Mumbai City MH 400093 IN; or (c) in writing via email to email@example.com. All such notices are deemed effective upon documented receipt by SourceGoodFood.
- CONTACTING US
If you have questions or need assistance, please contact Customer Support at firstname.lastname@example.org
- PROPRIETARY SERVICES
- Description:- SourceGoodFood Proprietary Services are those services provided directly by SourceGoodFood to the Client in the capacity of a Services Provider i.e. in such cases SourceGoodFood will not merely be a Marketplace Provider but it itself will be the Service Provider. SourceGoodFood may add various such proprietary services on the website from time to time.
- Charges:- With effect from the date of this amendment, SourceGoodFood may at its sole discretion, having regard to the tenure, nature and kind of association of Client with SourceGoodFood charge such fees as may have been mentioned in the quotation to the client prior to them availing such services. SourceGoodFood Proprietary Services may be taxable and wherever applicable, SourceGoodFood will issue a tax invoice after it receives the payment.
- Relationship:- To the limited extent of the proprietary services SourceGoodFood and client shall have a direct service relationship. All other deliverables shall be continued to be governed by the Service Contract, between the Consultant and the Client.
Additional Terms and Conditions
We reserve the right, at any time, to modify, alter, or update these terms and conditions of use. We will notify you of such changes by email at the address you registered with or by a prominent notice on the Site. Your continued usage of the Site following such notification shall constitute your acceptance of the changes. If you do not agree to any such changes you must immediately cease using the Site.
Use of SourceGoodFood.com Generally
- As a condition of your use of this Site, you warrant that (i) you are at least 18 years of age; (ii) you possess the legal authority to create a binding legal obligation; (iii) you will use this Site in accordance with this Agreement; (iv) you will only use this Site to make legitimate business transactions for you or for another person for whom you are legally authorized to act; (v) you will inform such other persons about the terms and conditions that apply to the transactions you have made on their behalf, including all rules and restrictions applicable thereto; and (vi) all information supplied by you on this Site is true, accurate, current and complete. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including, but not limited to, for violation of this Agreement.
- You may only register one SourceGoodFood VIP Rewards account on SourceGoodFood.com.
- You may join SourceGoodFood.com directly or through Facebook Connect. When you join SourceGoodFood.com directly as a new user, you will be required to provide a password for your account. Your email address will be used as your login identification. When you join through Facebook Connect, your Facebook login credentials will be used to open and access your account with SourceGoodFood.com.
- You are responsible for keeping your user ID and password confidential.
- We reserve the right to terminate and delete any accounts at our sole and absolute discretion at any time and without notice.
- We are entitled to act on all instructions received by anyone using your account and are not responsible for any transaction made without your authorization.
- You agree that we may transfer your personal data, or the personal data of others on whose behalf you are transacting, for the purposes of facilitating a transaction and providing sales support for a transaction.
- You consent to receive transactional, commercial and marketing communications both related to SourceGoodFood.com specifically, and to our other products and services generally (including 3rd party products or services related to www.SourceGoodFood.com), from us electronically, except in those jurisdictions where your express consent is required to receive commercial or marketing communications electronically. Commercial and marketing communications may include notifications about relevant special offers or opportunities available from our partners. In such event, we will send you commercial or marketing communications electronically only if you have provided your express consent by proactively opting-in to receive such communications from SourceGoodFood regarding its products and services.
- We will communicate with you by e-mail or by posting notices on SourceGoodFood.com. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- To the extent you transact on this Site through call centre agents, you agree that this Agreement shall apply to all such transactions.
- Please read the Agreement carefully. If you do not accept all of these terms and conditions, please do not use this Site.
The content and information on this Site, as well as the infrastructure used to provide such content and information, is proprietary to us, our suppliers and/or our VIP rewards program partners. You are licensed to use our Site solely for the purpose set out above. You are not permitted to copy our Site. While you may make limited copies of transaction-related documents for products or services purchased or exchanged through this Site, you agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:
- make any speculative, false, or fraudulent claims about your membership to any loyalty rewards program or make any speculative, false, or fraudulent purchases or any purchases in anticipation of demand;
- access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
- take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
- deep-link to any portion of this Site (including, without limitation, the purchase path for any transaction) for any purpose without our express written permission; or
- "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorization.
Tracking Your Balances
SourceGoodFood.com allows you to track the balances in the VIP Reward programs you belong to. In order for us to track your balances and display them to you, we need to know specific information regarding your VIP reward program accounts (such as your VIP reward program account number, user identification, personal identification number, password and/or access code). This information enables us to update your account balances on an ongoing basis. By providing this information to us you authorize us to use and disclose such