Terms and Conditions

These Terms and Conditions (“Terms”) set out the terms and conditions on which Nutonia World Limited (“Nutonia”, “We”, “Us”) with company number 09426865, having its registered address at 45 Church Road, Hove, BN3 2PB shall offer access to its Mobile Application (“THE STREET”) to you the User (“You”, “User”, “Seller”) who owns or represent a registered business orgnization who are looking to offer product or services to THE STREET customers (“Buyers”) who are seeking to connect with Sellers to obtain such products or services.

1. NUTONIA AND THE STREET

1.1. THE STREET is owned and managed, operated and maintained by Nutonia World Limited.

1.2. Nutonia may be contacted at 45 Church Road, Hove, BN3 2PB, United Kingdom or by email street@nutonia.com

1.3. THE STREET is a meetup and experience sharing application. It provides a convenient way to the users to invite each other to meet-up, create a timeline of the meet-up and also create independent stories that eventually can be shared. The features and functionality of this marketplace are as set out on THE STREET and subject to these Terms, but include the following (collectively, “Services”):

2. PRELIMINARY INFORMATION

2.1. By creating a profile, you warrant that:

2.1.1. you are legally capable of entering into binding contracts on behalf of yourself

2.1.2. you are not in any way prohibited by the applicable law in the jurisdiction in which you are currently located to enter into these Terms; and

3. REGISTRATION

3.1. In order to access and participate in the Services on THE STREET, you will first be required to register yourself to register at the application.

3.2. You hereby warrant that the information (“User Registration Submissions”), you provide to Nutonia is true, accurate and correct. You further warrant that you shall promptly notify Nutonia in the event of any changes to such information.

3.3. You warrant that you will co-operate with any reasonable security or other checks or requests for information made by Nutonia from time to time; and

3.4. You may request to cancel your registration with Nutonia at any time during the registration process.

4. YOUR OBLIGATIONS

4.1. You must comply with all applicable law in respect of the information you post on THE STREET including, without limitation, compliance with all applicable legal directives, minorityand disable protection legislation and data protection and privacy directives.

4.2. You shall not submit to appear on THE STREET or otherwise through your use of the Services any information, comments, images, third party URL links or other material whatsoever in any format that may reasonably be deemed to:

4.2.1. be offensive, illegal, inappropriate or in any way;

4.2.2. promote racism, bigotry, hatred or physical harm of any kind against any group or individual;

4.2.3. harass or advocate harassment of another person;

4.2.4. display pornographic or sexually explicit material;

4.2.5. promote any conduct that is abusive, threatening, obscene, defamatory or libellous; 4.2.6.

4.2.6. provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;

4.2.7. promote or contain information that you know or believe to be inaccurate, false or misleading;

4.2.8. engage in or promote commercial activities and/or sales not related to the Seller Services, including but not limited to contests, sweepstakes, barter, advertising and pyramid schemes, without the prior written consent of Nutonia; or infringe any rights of any third party;

and YOU HEREBY INDEMNIFY NUTONIA FOR ANY BREACH BY YOU OF THIS CLAUSE

4.3. Unless otherwise explicitly stated by us, Nutonia does not vet, verify the accuracy, correctness and completeness, edit or modify any other information, data and materials created, used and/or published by you to determine whether they may result in any liability to any third party. You hereby warrant that you have the rights to use all such information, data and material in the manner set out in these Terms. WE EXPRESSLY EXCLUDE OUR LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM THE USE OF OUR SERVICE BY A USER IN CONTRAVENTION OF THIS CLAUSE 4.

4.4. Regardless of clause 4.3 above, you acknowledge that making a submitting materials does not guarantee that such User Submission, or any part thereof, shall appear on THE STREET, whether or not the submission of such User’s Materials is part of the Services. You agree that Nutonia may, at its sole discretion, choose to display any Seller Submission or Seller Material or any part of the same that you make on THE STREET, or to remove them as we deem necessary or appropriate.

4.5. If you have reason to believe that another User has not followed or complied with their obligations in these Terms, or you have a complaint to make, please e-mail us at: street@nutonia.com or write to: NUTONIA WORLD LIMITED, 45 CHURCH ROAD, HOVE BN3 2PB, UNITED KINGDOM. Please provide full details of the nature of your complaint and the materials to which the complaint relates. We will use our reasonable endeavours to respond to all complaints within a reasonable time and to take reasonable action which we deem appropriate to resolve or rectify the subject matter of such complaints.

4.6. In the event that Nutonia, in its sole and absolute discretion, considers that there has been a breach or threatened breach of any of the terms set out in this clause 4, Nutonia reserves the right to take any action that it deems to be necessary, including without limitation, temporary suspension, or termination forthwith and without notice of your use of and access to the Services and the Website; and in the case of illegal use, the instigation of legal proceedings as appropriate.

5. RELATIONSHIPOF NUTONIA WITH SELLER AND BUYERS

IMPORTANT NOTICE: For the actual provision of goods or services advertised on THE STREET by a Seller, Buyers will enter into a contract directly with the Seller. Nutonia is not a party to that contract, and Buyers and Sellers will be separately responsible and liable to one another under the terms of that contract. Nutonia simply showcase Sellers products and services through THE STREET to Buyers, and provides this service against payment governed under a separate agreement.

6. ADDITIONAL ACKNOWLEDGEMENTS, WARRANTIES & INDEMNITY

6.1 Nutonia does not warrant, represent or guarantee the quality and suitability of the Buyers, or that through the delivery of the Services you will:

6.1.1 obtain any Orders from Buyers; or

6.1.2 achieve any specific results whatsoever.

6.2 You further agree that Nutonia does not vet or verify the identity of the Users on THE STREET.

6.3 You are solely responsible for the use of the Service and ascertaining the identity of the other User(s) and verifying the information provided by other User(s);

6.4 You agree and acknowledge that Buyers are entitled to assign ratings and reviews to your STREET Store Front to indicate your suitability for providing Seller Services, and we will make such ratings available to all users of the Website. We do not control or otherwise contribute to such ratings or reviews.

6.5 YOU FURTHER ACKNOWLEDGE THAT NUTONIA HAS NO CONTROL OF AND THEREFORE HAS NO LIABILITY WHATSOEVER IN RESPECT OF THE BEHAVIOUR, RESPONSE, CONDUCT AND QUALITY OF THE MEET-UPS CREATED, INCLUDING BUT NOT LIMITED TO THE CONDUCT OF ALL USERS. SPECIFICALLY, WE DO NOT CONTROL ANY OBJECTION TO CONDUCT THAT THE USERS MAY RAISE

6.6 NUTONIA PROVIDES THE SERVICES SOLELY TO CONNECT YOU, WHO MAY BE SEEKING TO MAKE FRIENDS, ARRANGE MEET-UP EVENTS AND SHARE EVENT DETAILS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL COMMUNICATION WITH, AND ANY SUBSEQUENT DEALINGS WITH, OTHER USERS. YOU, HEREBY INDEMNIFY NUTONIA IN FULL AND ON DEMAND AGAINST ALL LOSSES, DAMAGES, COSTS, CLAIMS AND EXPENSES ARISING OUT OF OR IN CONNECTION WITH ANY OF YOUR DEALINGS WITH OTHER USERS ON THE STREET APP..

7. CANCELLATION

7.1 You may delete your account on THE STREET anytime.

7.2 You further acknowledge and agree that Nutonia may, at its sole discretion, remove your STREET profile Front from THE STREET and/or terminate these Terms where it reasonably considers that you have failed to comply with the terms and conditions listed here.

8. DISPUTES

8.1 In the event there is a dispute between you and the Buyer, or the Buyer refuses to agree to Completion, you must clear the dispute directly with the Buyer. Any issues or disputes arising before or after the date of Completion should be resolved directly with the Buyer

8.2 In the event there is a dispute between you, other users or the Buyer, you agree Nutonia is not liable for any loss or damage suffered by you in the course of your engagement with them. YOU HEREBY RELEASE AND HOLD HARMLESS NUTONIA FROM ANY SUCH LOSS OR DAMAGE OR ANY LIABILITY IN RELATION TO SUCH DISPUTE.

9. TERMINATION

9.1. You may terminate these Terms by giving Nutonia not less than thirty (30) days’ notice in writing.

9.2. Nutonia may terminate these Terms at any time and for any reason whatsoever by giving you not less than fourteen (14) days’ notice in writing.

9.3. Notwithstanding the provisions of this clause 12, these Terms may be terminated by either you or us immediately, on written notice to the other party:

9.3.1. if the other party is in material breach of its contractual obligations and has not remedied such breach within fourteen (14) days after receipt of a written notice of default from the other party. For the avoidance of doubt, and without limitation, breach of any provision under clause 4 is a material breach for these purposes; or

9.3.2. by either party if the other is declared bankrupt, or if a body corporate, has a liquidator, receiver or administrator appointed or enters into any form of arrangement with its creditors, or is otherwise insolvent.

10. EXCLUSION OF WARRANTIES & LIABILITY

10.1. All warranties, representations, guarantees, conditions and terms, other than those expressly set out in these Terms whether express or implied by statute, common law, trade usage or otherwise and whether written or oral are hereby expressly excluded to the fullest extent permissible by law.

10.2. Nutonia shall bear no responsibility or liability for inspecting or verifying any material posted in any Seller Material or User Submission. Consequently, Nutonia does not warrant or guarantee the accuracy, correctness, reliability, suitability or at all in respect of any such User Submission or Seller Materials. Commentary and other materials posted on THE STREET 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 our site, or by anyone who may be informed of any of its contents.

10.3. Subject to clause 10.5, liability of which shall remain unlimited, the maximum aggregate liability for Nutonia (including its respective agents and sub-contractors) under, arising from or in connection with these Terms, whether arising in contract, tort (including negligence) or otherwise, shall not exceed:

10.3.1. if you are a Seller, the higher amount of (i) the total Seller Fees received by us in relation to the Order (s) to which the claim relates, or (ii) £10 (whichever is greater). 13.4. We shall not be responsible for any:

10.4.1. losses, damages, costs and expenses which were not reasonably foreseeable to be incurred by you and could not have been reasonably foreseeable by you or us on entering these Terms; or

10.4.2. loss of profits, contracts or business, loss of an anticipated outcome or anticipated savings.

10.5. We accept and do not limit Our liability to you for the following categories: 13.5.1. death or personal injury;

10.5.2. negligent misrepresentation, fraud or fraudulent misrepresentation;

10.5.3. any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

11. SUSPENSION AND CHANGES TO TERMS & SERVICES

11.1. Nutonia shall be entitled at its own discretion and upon notice to you, to suspend the Services and/or THE STREET whether wholly or partly for any reason whatsoever including but not limited to repairs, planned maintenance or upgrades and shall not be liable to you for any such suspension or non-availability of the Services and/or THE STREET (whether wholly or partly).

11.2. Nutonia reserves the right to make any changes to the Services and/or THE STREET including any functionalities and content therein or to discontinue a specific feature from time to time subject always that

11.2.1. Nutonia notifies you in writing through a message displayed on THE STREET; and 14.2.2. such changes have no material adverse effects to you.

11.3. Nutonia may update or revise these Terms from time to time and shall notify you of any such updates and revisions through a registered mail to your business address stated in the Registration Form. Your continued use of the Services and/or THE STREET (whether wholly or partly) shall be deemed your acceptance of such change(s) in respect of the updated or revised Terms. If you do not agree with the changes to these Terms, you may terminate your Contract with us in accordance with clause 12.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. Nutonia and its licensors own all the intellectual property rights ( “Intellectual Property Rights”) relating to the Services and THE STREET, save for those that fall under clause 15.3 below. Nothing in these Terms shall serve to transfer from Nutonia to any user, Seller or Buyer any of the intellectual property rights in THE STREET.

12.2. You are expressly prohibited from:

12.2.1. reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of THE STREET; and

12.2.2. removing, modifying, altering or using any registered or unregistered marks/logos/designs owned by us or our licensors, and doing anything which may be seen to take unfair advantage of the reputation and goodwill of Nutonia or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Nutonia.

12.3. All rights, title and interest in any User Submissions and Seller Materials shall remain exclusively with the relevant user who posted such User Submission or Seller Material.

12.4. You hereby grant Nutonia a non-exclusive, perpetual, irrevocable, worldwide licence to make User Submissions and/or Seller Materials available on THE STREET, and to use such User Submissions and/or Seller Materials for our promotional and marketing purposes.

12.5. Where THE STREET 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.

13. CONFIDENTIALITY

13.1. You shall not, during the term in which these Terms apply or after such term has ended, (except as required by law), disclose to any person any confidential information or trade secrets relating to Nutonia’s business. Such matters include, without limitation, information or secrets relating to: corporate and marketing strategy, business development and plans, sales reports and research results, business methods and processes, technical information and know-how relating to Nutonia’s business and which is not in the public domain, including inventions, designs, programs, techniques, database systems, formulae and ideas, business contacts, lists of Buyers, customers and companies and details of contracts with them, and any document marked “confidential”. This restriction shall not apply during or after these Terms have terminated to information which has become available to the public generally otherwise than through unauthorised disclosure.

14. PRIVACY

14.1. Nutonia complies with the Data Protection Act 1998 and all other successor legislation and regulations in the performance of its obligations under these Terms. Nutonia’s Privacy Policy is provided to you with these Terms & Conditions. The terms of the Privacy Policy form part of these Terms and you agree to be bound by them.

15. GENERAL

15.1. If Nutonia fails at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations. No waiver by Nutonia of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15.2. Any requirement for written notice to be provided under these Terms may be satisfied by sending the notice by registered post or email to, in the case of Nutonia, the postal address or email address as provided in the Registration Form.

15.3. If any of these Terms is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

15.4. Nothing in these Terms shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Nutonia and such third parties shall not be entitled to enforce any of these Terms against Nutonia.

15.5. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control ( “Force Majeure Event”). We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

15.6. These Terms and any document expressly referred to in them represent the entire agreement between you and Nutonia in respect of your STREET Store Front, and shall supersede any prior agreement, understanding or arrangement between you and Nutonia, whether oral or in writing.

15.7. These Terms are governed by and construed in accordance with English law. The Courts of England and Wales shall have exclusive jurisdiction over any disputes arising out of these Terms.