These terms and conditions ("Terms") apply to the access to and use of software services and related services (together the"Services") offered by Nutrai GmbH, Stüssistrasse 99, 8057 Zurich, Switzerland ("Nutrai").
In order to access or use the Services, you ("Customer") must agree to these Terms.
These Terms, together with all other referenced documents, form a legally binding agreement ("Agreement") between Nutrai and the Customer.
If the customer does not agree to these conditions, he may not use or access the services.
The services consist of the recording and analysis of meals, leftovers (Foodvision), receipts and invoices (Expensly) and similar items, which is carried out using software provided by Nutrai in combination with hardware provided by Nutrai or the customer.
The customer expressly acknowledges that all services offered by Nutrai do not constitute medical devices within the meaning of the Medical Devices Ordinance.
The customer must pay the agreed fees using the payment methods provided by Nutrai.
All fees are payable in advance and invoices are due within 30 days.
Unless expressly stated otherwise, all fees are in CHF and exclude VAT and other applicable taxes.
In the event that the Customer fails to pay the applicable fees as agreed between the parties, Nutrai reserves the right to restrict or suspend access to the Services after being notified of the non-payment. In the event of suspension, the Customer shall remain liable for all costs and fees incurred during the period of suspension.
Any rights of set-off, retention, deduction, counterclaim and/or withholding of payments due to Nutrai under the Agreement are hereby expressly waived and any such rights are expressly excluded.
To the extent permitted by law, all fees are non-refundable.
Nutrai shall provide the customer with the agreed services.
Nutrai shall exercise reasonable care and skill in providing the services in order to keep them free from viruses and other harmful software programs.
Nutrai may subcontract any of its obligations under this Agreement to third parties. Nutrai shall be liable to the customer for its subcontractors as if it were providing the services itself and shall ensure that the subcontractors are bound by appropriate confidentiality and data protection obligations.
Nutrai maintains and improves the Services on a regular basis, but does not guarantee that the Services will function without interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. To the extent reasonable and possible, Nutrai will notify the Customer in advance of any potential interruptions.
Nutrai develops and improves its services on an ongoing basis and may change or temporarily or permanently discontinue the services offered or parts thereof at its own discretion. In the event of material changes to the Services, i.e. changes that significantly alter the nature and scope of the Services provided to the Customer under this Agreement, Nutrai will notify the Customers directly affected by such changes to the extent reasonably possible.
If the customer does not agree with the material change to the services or the conditions (including the change to the respective fees), the customer may terminate the agreement within one month of any notification from Nutrai or the publication of the respective change. Such termination shall take effect from the date on which the changes enter into force, or from the date of delivery of the notice of termination if this occurs after the changes enter into force.
The Customer undertakes to use the Services in accordance with the Agreement and all legal and moral obligations applicable in the country in which they are located.
If the provision of the contractual services is delayed due to non-compliance with the customer's obligations to cooperate or due to other circumstances for which the customer is responsible, the customer shall bear the resulting disadvantages and additional costs.
The customer is obliged to inform Nutrai immediately of any circumstances within its sphere of influence that could jeopardize the provision of the services or be of significance to it, as well as of any misuse or suspicion of misuse of the services.
The customer may not:
- circumvent or attempt to circumvent the security measures of the services;
- use the Services in an unlawful or fraudulent manner or for any unlawful or fraudulent purpose or effect;
- access the Services through an automated system or take any action that could impose an unreasonable burden on Nutrai's infrastructure;
- circumvent the measures taken by Nutrai to prevent or restrict access to or use of the Services.
The Customer agrees that it will not do the following without Nutrai's prior written authorization:
- attempt to decompile or reverse engineer the Services or any part thereof or derive the source code;
- copy, modify, distribute, reproduce, translate, disassemble or otherwise use any information, text, graphics, images, software obtained from the Services or any other part of the Services;
- create derivative works based on all or part of the Services or on the content available as part of the Services.
The customer may neither sell the services or parts thereof to third parties, nor sublicense them, nor provide access to them to third parties or otherwise make them available to third parties.
Each party retains all right, title and interest in its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("IP Rights"). All IP Rights in the Services or any part thereof shall remain with Nutrai.
Nutrai acquires all rights to the work products of customer data generated through the use of artificial intelligence (AI) and machine learning (ML), provided that these work products differ sufficiently from the original customer data.
The Customer acknowledges and agrees that, unless expressly stated in this Agreement, the Services are provided on a best efforts basis and without guarantee of result or specific outcome.
Each party shall be fully liable to the other party for losses and damages caused by willful misconduct or gross negligence. In the case of non-intentional or negligent acts and omissions, the liability of the parties is excluded to the maximum extent permitted by applicable law.
Neither party may claim from the other, regardless of the legal cause, any amount for loss of profits, loss of data or goodwill, or for consequential, incidental, indirect, punitive or special damages in connection with any claim arising out of this Agreement or otherwise in connection with the Services, whether or not the likelihood of such loss or damage has been considered. Nutrai shall not be liable for the inaccuracy or incompleteness of the Services or the incompatibility of the Services with the specific objectives that the Customer seeks to achieve.
The parties agree that any liability arising from the qualification of the services as medical devices within the meaning of the Medical Devices Ordinance lies exclusively with the customer and that Nutrai is exempt from any liability. The customer shall be liable to Nutrai in particular for any damage caused by the use of the services as medical devices.
The parties may disclose confidential information ("Confidential Information") to each other and to all persons involved in the performance of the Agreement (including subcontractors). Confidential Information includes, without limitation, any information that is marked as confidential, such as organizational information, customer databases, functionalities and features of the Services, or information that is otherwise marked as confidential or could reasonably be considered confidential and attributable to Customer or Nutrai.
Publicly available or accessible information and information that the receiving party has lawfully and without restriction obtained or independently developed shall not be considered confidential.
Each party undertakes to protect all confidential information that becomes accessible or known on the basis of the Terms of Use. This obligation of confidentiality shall remain in force even after termination of the agreement.
Nutrai collects and processes personal data as described in its Privacy Policy, which is available at [https://www.nutrai.ch/datenschutz]. Nutrai protects the personal data collected through appropriate technical and organizational measures and in accordance with the data protection laws applicable in Switzerland and the European Union.
The customer authorizes Nutrai to use, process and store the relevant data for the performance of the agreement and to use anonymized data to improve its services or for analysis purposes.
These terms shall enter into force upon approval of this Agreement and shall remain in force until the Services are terminated or canceled by either party.
The service is concluded for a specific period ("term"). The initial term is 1 year, unless another term has been agreed. The agreement is automatically renewed for further terms of the same duration unless it is terminated in accordance with the provisions of this section.
Either party may terminate the agreement at any time with immediate effect if the other party materially breaches the agreement and does not remedy this breach within 10 days of being notified to do so. This applies in particular if the customer fails to pay on time or if bankruptcy proceedings are initiated against the other party.
In all other cases, either party may terminate the contract in writing at any time with a notice period of 30 days to the end of a term.
Termination shall not affect the rights, obligations or liabilities of either party which arose prior to termination or which are intended to continue beyond termination.
Both parties may use the name, logo and a brief description of the services provided by the other party for advertising purposes both online and offline. All other advertising measures in connection with the other party require the prior consent of the other party.
Entire Agreement: The Agreement constitutes the entire agreement between Nutrai and the Customer and supersedes all prior agreements between the parties relating to the subject matter of the Agreement. General terms and conditions of the customer are excluded.
Changes: Nutrai may amend these terms and conditions from time to time. Nutrai will notify the customer at least 14 days before such changes apply to the customer. The customer has the right to reject such changes within 7 days of notification. If the customer rejects the change, the change will take effect upon renewal of the term.
Notifications: Notifications must be made in writing (including electronic text) and must be transmitted:
- To Nutrai: by e-mail to: [info@nutrai.ch];
- To the customer: by publication in the service or by e-mail to the last e-mail address provided by the customer for this purpose. It is the customer's responsibility to keep the contact information provided up to date.
No assignment: The customer may not assign its rights, obligations or claims under the agreement without Nutrai's prior consent.
Severability Clause: If any provision of this Agreement is found to be illegal, invalid or otherwise unenforceable (in whole or in part), the other provisions shall remain in full force and effect mutatis mutandis.
References: The Services may contain third party content or links to third party websites. Nutrai assumes no responsibility for third party content or websites and makes no warranties or representations about them, including but not limited to their accuracy, subject matter, quality or timeliness.
Applicable law and place of jurisdiction: This agreement is subject to Swiss law and the exclusive jurisdiction of the ordinary courts at Nutrai's registered office.