IMPORTANT LEGAL NOTICE


WWW.ERUDUS.COM


TERMS AND CONDITIONS OF ACCESS AND USE OF THE WEBSITE AND ERUDUS SYSTEM

This page (together with the documents referred to on it) tells you the terms of use on which you may make use of our website www.erudus.com ("our Website") and the database contained on it (together with the relevant website pages "the Erudus System"), whether as a guest or a registered user. Please read these terms of use carefully before you start to use the Website. By using our Website, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our Website.

1.   Information about us

www.Erudus.com is a website operated by Erudus Limited ("We"). We are registered in England and Wales under company number 06315071 and have our registered office at Amisfield House, Amisfield Road, Hipperholme, Halifax, West Yorkshire, HX3 8NE, which is also our main trading address. Our VAT number is 917332138 . We are a company limited by shares.

2. Accessing our website and Availability


2.1 General


2.1.1   You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.

2.1.2   Access to the pages of our Website which do not form part of the Erudus System ("the General Pages") is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the General Pages without notice (see below). We will not be liable if for any reason the General Pages are unavailable at any time or for any period.

2.2 The Erudus System


2.2.1 Acceptable Users


2.2.1   You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.

The Erudus System is designed to facilitate sales of food products between Suppliers and Subscribers.

Access to the Erudus System is limited to use by us and our authorised agents and other users who have registered with us and have been issued with a user identification code and password and any use by any other person is unauthorised and strictly prohibited.

Users who register for use of the Erudus System must be either individual wholesalers or other suppliers whose business primarily involves the supply of food products to catering businesses who have paid an annual subscription for use of the service ("Subscribers") or are viewing the Erudus System on a temporary two week licence to determine whether they wish to become Subscribers ("Temporary Users") or food product manufacturers and suppliers inputting data onto the Erudus System in respect of their products ("Suppliers"). For the avoidance of doubt The Erudus System is not designed for use by consumers or end user caterers.

Notwithstanding the above criteria required to become a registered user, we reserve the right to refuse to accept any person (including, without limitation, any business entity) as a registered user.

2.2.2 Access Rights


Each Subscriber, Temporary User and Supplier will be given access only to those pages relevant to their particular access rights ("the Access Rights") and for such period as specified below. Such Access Rights will be confirmed by us by e-mail which will be final and binding.

For example information about products manufactured and/or supplied by certain Suppliers may only be accessed by certain Subscribers to whom the Suppliers have agreed with us should be granted such Access Rights.

We shall be entitled to change your Access Rights at any time without notice, provided that we confirm such changes within a reasonable time by e-mail.

Temporary Users will have a temporary two week royalty free non-exclusive licence (subject to compliance with these terms and conditions) to access the Erudus System in accordance with your Access Rights, in order to assess whether you would like to enter into a one year licence to use the Erudus System. Unless you sign up to be a Subscriber your Access Rights will automatically expire at the end of such two week period.

Subscribers will each be charged an annual licence fee of £500 plus VAT ("Annual Licence Fee") per annum payable in advance, in consideration of the grant of a non-exclusive licence to use the Erudus System in accordance with their Access Rights subject to compliance with these terms and conditions.

The licence granted to Subscribers in accordance with these terms and conditions will commence from the time of receipt of the Annual Licence Fee in full by Erudus Limited and shall continue until the expiry of the licence period on the first anniversary of the date of commencement unless:

We reserve the right to increase the Annual Licence Fee in advance of any extended year of the licence.

In consideration of the data submitted by the relevant Supplier, Suppliers are granted a royalty free licence to access and use the Erudus System until such licence is terminated by either you or us in accordance with these terms and conditions.

Any business, falling within the relevant criteria, wishing to be a Temporary User and/or Subscriber or a Supplier should contact Kate Timewell on telephone number 01422 319100 or by e-mail.

2.2.3 Security


If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party or allow or permit it to fall into the hands of a third party, including (but not limited to) any of your customers or other businesses with which you are affiliated, unless otherwise expressly agreed with us in writing. It is your responsibility to ensure that your password is kept secure and confidential. You shall notify us immediately if you become aware of any unauthorised use.

You are strictly forbidden from providing hyperlinks to allow any third party access to the Erudus System.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use and/or if you are a Temporary User and your Access Rights have expired in accordance with condition 2.2.2 above and/or, in respect of any other user, we have terminated your licence under clause 3.5.1.

You shall be liable to us and shall indemnify us and hold us harmless against all losses arising as a consequence of (a) any use of your password by a third party, which does not arise through our own fault or the fault of our authorised agents; and (b) hyperlinks created by you and/or your agents in breach of these terms and conditions.

2.2.4 Availability


While we endeavour to ensure that the Erudus System is normally available 24 hours a day, we shall not be liable to you in any way (subject only to any repayment you may be entitled to under these terms and conditions as a Subscriber) if for any reason the Erudus System is unavailable at any time for any period.

Access to the Erudus System may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

Without limitation to the above, the Erudus System shall be closed down for pre-notified maintenance days of up to six (6) days per annum ("Maintenance Days").

Without prejudice to and notwithstanding the above, in the event that the Erudus System is unavailable for the use by a Subscriber (who has paid the Annual Licence Fee in full for such period and is not in any way in breach of these terms and conditions) through the fault of us or our suppliers for a consecutive period exceeding twenty four (24) hours at any one time (excluding any Maintenance Days) then we shall reimburse such Subscriber with the pro rata amount of the Annual Licence Fee calculated on a daily rate for each full twenty four (24) hour period that the Erudus System is not so available and we shall make such repayment within a reasonable period of time. This is the full extent of our liability to you.

3. Intellectual Property Rights and Licence


3.1 Our Intellectual Property Rights


3.1.1 We are the owner or the licensee of all Intellectual Property Rights (which for the purposes of these terms and conditions means all intellectual property rights whether or not registered or registerable, including without limitation, copyright, design rights, trade marks, database rights) in our Website including, but not limited to, the Erudus System, its style, structure and in the materials, data and information published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

3.1.2 You acknowledge our ownership and proprietary rights in the Intellectual Property Rights and agree and acknowledge that you shall not obtain any rights in the Intellectual Property Rights, except the licences expressly granted in these terms and conditions.

If you are a Supplier you acknowledge that all database rights in the Erudus System belong to us and you acquire no rights to such database rights by inputting data to the Erudus System.

3.2 General Licence


3.2.1 Subject to any additional rights provided under this condition 3, you must not use copy or download any illustrations, photographs, video or audio sequences or any graphics from any pages from our Website.

3.2.2 You have a limited right to copy, print or download text from the General Pages for information purposes only. You must not use this information for commercial gain. Our status (and that of any identified contributors) as the authors of material on our Website must always be acknowledged.

3.2.3 If you print off, copy or download any part of our Website in breach of these terms of use and you are not a registered user, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

3.3 Temporary Users and Subscribers Licence


3.3.1 Temporary Users and Subscribers have the right to search the Erudus System by product characteristics, to view the results on screen and to print the results and/or download the results in the formats provided by the Erudus System ("the Approved Formats") as dated data files for use within your business and to supply those results to your customers verbally and/or in the Agreed Formats. You must not remove any names or logos from and/or add any other names or logos from and to the Approved Formats or reformat the Approved Formats in anyway.

3.3.2 The Erudus System is a live and dynamic system which is updated on a regular basis by Suppliers and as such the data contained on the Erudus System quickly becomes out of date. We therefore advise that you do not print or download data files to store for future reference.

3.3.3 Unauthorised distribution of data or manipulation of data is strictly prohibited.

3.4 Suppliers


3.4.1 Suppliers have the right to access the Erudus System for the purpose of inputting information about their own products, provided that such information is inputted in accordance with these terms and conditions.

3.5 Termination of Licence


3.5.1 We may terminate your licence and Access Rights at any time and for any reason, without further liability to you, subject only to condition 3.5.2.

3.5.2 In the event that we have not given you notice that you are in breach of any of these terms and conditions prior to upon or within a reasonable period after termination of your licence, you shall be entitled to a pro-rata daily rate of the Annual Licence Fee for those days that the licence would have left to run if we had not terminated your licence. We shall pay this amount within a reasonable period of time following termination.

3.5.3 You may terminate your licence for any reason at any time on the giving of no less than seven (7) days written notice, whereupon we shall disable all identification codes, passwords chosen by you or provided by us to enable you to access the Erudus System.

3.5.4 If you are a Subscriber and your licence is terminated by you or us (subject to clause 3.5.2) we will not be liable to repay to you any portion of the Annual Licence Fee for any period during the twelve month licence period which would have been available to the Subscriber had the licence not been terminated before it was due to expire.

3.5.5 Suppliers are responsible for removing all data inputted or uploaded by them onto the Erudus System within the period before the termination date calculated in accordance with condition 3.5.3.

4. Reliance on Information Posted


4.1 Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to or registered user of our Website, or by anyone who may be informed of any of its contents.

4.2 Subscribers and Temporary Users of the Erudus System acknowledge and accept that the information supplied on the Erudus System has been inputted or uploaded by the Suppliers and whilst we take steps to ensure that the information is regularly updated we give no warranty either actual or implied and not guarantee that the information is accurate.

5. Our Website Changes Regularly


5.1 We aim to update our Website regularly, and may change the content of the General Pages at any time.

5.2 If the need arises, we may suspend access to our Website, or close it indefinitely.

5.3 Any of the material on the General Pages of our Website may be out of date at any given time, and we are under no obligation to update such material.

5.4 The functionality and structure of the Erudus System will be reviewed and may be updated every six (6) months. All registered users will be advised of any updates within a reasonable period prior to their introduction.

6. Our Liability


6.1 The material displayed on our Website including, but not limited to, the data posted on the Erudus System, is provided without any guarantees, conditions or warranties as to its accuracy. To the fullest extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

6.1.1 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

6.1.2 Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our website or in connection with the use, inability to use, or results of the use of our Website (including, but not limited to, the Erudus System), any websites linked to it and any materials posted on it, including, without limitation any liability for:

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

6.2 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

7. Information About Your Visits To Our Website


7.1 We process information about you in accordance with our privacy policy. By using our website, you consent to such processing and you warrant that all data provided by you is accurate.

8. Uploading Material To Our Website


8.1 General Inputting/Uploading


8.1.1 Whenever you make use of a feature that allows you to upload or input material to our Website (including, without prejudice to the generality of the foregoing, the Erudus System), or to make contact with other users of our Website, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.

8.1.2 Unless otherwise agreed between us, any material you upload to our Website will be considered non-confidential and non-proprietary, and (subject to clause 8.2.2) we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our Website constitutes a violation of their intellectual property rights, or of their right to privacy.

8.1.3 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our Website.

8.1.4 We have the right to remove any material or posting you make on our Website if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.

8.2 Suppliers


8.2.1 Obligations On You

Without prejudice to the general conditions on uploading and inputting material to our Website above which also apply to you if you are a Supplier, if you are a Supplier you agree and accept the following:

By inputting information to the Erudus System you consent to the use of that information by Temporary Users and Subscribers for the benefit of promoting and selling your products to their customers and warrant that the information is accurate in all respects.

Any information inputted onto the Erudus System using your password (except through the fault of us and our agents) is deemed to have been inputted by you and you are therefore deemed to consent to the use of such information by us and our Temporary Users and Subscribers and you are deemed to warrant its accuracy.

We draw to your attention the fact that the information you submit to the Erudus Database may be used by Temporary Users and Subscribers for the following (but not exclusive) purposes:

8.2.2 Obligations On Us

We warrant that our system administrators with access to the Erudus System and the information inputted or uploaded by you in accordance with your rights and obligations under these terms and conditions will only give access to such information to those Temporary Users and/or Subscribers who we have agreed with you in advance may have Access Rights to such information

9. Viruses, hacking and other offences


9.1 You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our website. You must not attack our website via a denial-of-service attack or a distributed denial-of service attack.

9.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.

9.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.

10. Links From Our Website


Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

11. Jurisdiction and applicable law


The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Website and/or use of the Erudus System, although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country. These terms of use are governed by English law.

12. Trade Marks


"ERUDUS" is the trade mark of Erudus Limited.

13. Variations


We may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our Website.

14. General


14.1 If any of the above provisions are held by a court of other competent jurisdication to be invalid, unlawful or unenforceable for any reason then such provision (or the relevant part) shall be severed from the remainder, which will continue to be valid and enforceable to the fullest extent permitted by law.

14.2 No failure by us to exercise any remedy (in whole or in part) shall constitute a waiver of the right subsequently to exercise that or any other right.

14.3 These terms and conditions apply to the relationship between us and the persons accessing our Website. Nothing in these terms and conditions shall confer on any third party any benefit or the right to enforce any of these terms and conditions.

15. Your Concerns


15.1 If you have any concerns about material which appears on our Website, please contact kate@erudus.com.

Thank you for visiting our Website.