Terms & Conditions

1

THE APPLICATION

1.1  By installing the Application (defined below), you agree to be bound by these terms (“Terms“). Please review the Terms carefully before installing the Application.

 

 

In these Terms the following definitions will apply:

Activation Code“ means the code accessible via the Website (defined below).

Application“ means the software provided by us to offer Wine & Dine: the iMenu, to be used with the Software Requirements (defined below) and any upgrades from time to time and the Website and any other software or documentation which enables the use of the Application.

“Password”means the password required for accessing the Website.

“Restaurant Email Address” means the email address required for activating the Application and for accessing the Website

Subscription“ means the subscription to use the Application paid for by you in accordance with these Terms and any quotation provided by us..

Website“ means www.wine-and-dine.net where you can access the administration system and where you can upload and edit your menu for display on the Application.

We“, “us“ means D&H Systems Ltd, a company registered in England (company number 0690284) whose registered office is at 20-22 Wenlock Road, London, N1 7GU, England, UK..

1.3

YOUR OBLIGATIONS

 

Payment Terms

1.4

You will pay to us the subscription fee and the fees for any additional features (“Subscription Fee“) for the term as set out and amended from time to time at www.wine-and-dine.net/prices , or as advised in writing or via email by us, in accordance with this clause for each separate place or business where you require use of the Application.

1.5

The Subscription Fee is payable by bank transfer to the account notified by us in writing or by an alternative method if agreed by us in writing.

1.6

If payment in full for the relevant Subscription Fee is not received within 30 days after the due date, and without prejudice to any other of our rights and remedies:

 

1.6.1

we may, without liability to you, disable your account and access to all or part of the Subscription and we shall be under no obligation to provide any or all of the Subscription while the Subscription Fee(s) concerned remain unpaid; and

1.6.2

1.6.2 interest shall accrue on such due amounts at an annual rate equal to 8% commencing on the Subscription Fee due date and continuing until fully paid, whether before or after judgment.

1.7

All amounts and fees stated or referred to in these Terms:

 

1.7.1

are non-cancellable and non-refundable; and

1.7.2

are exclusive of value added tax, which shall be added at the appropriate rate unless stated otherwise.

 

Conditions of Use

1.8

You will not, nor allow third parties on your behalf to:

 

1.8.1

make and distribute copies of the Application and/or the Website;

1.8.2

attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Application and/or the Website; or

1.8.3

create derivative works of the Application and/or the Website of any kind whatsoever.

 

System Requirements

1.9

You acknowledge that the terms of agreement with your respective mobile network provider (“Mobile Provider“) will continue to apply when using the Application and/or the Website. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Application and/or the Website or any such third party charges as may arise. You accept responsibility for any such charges that arise.

1.10

In order to use the Application and/or the Website, you are required to have a compatible mobile telephone or handheld device, internet access, strong wifi service, relevant hardware (such as PC, iPad, iPod Touch as required) and the necessary minimum specifications (“Software Requirements“).

1.11

The Software Requirements are as follows: Apple iOS devices running iOS 6 or above. These Sofware Requirements may change from time to time.

1.12

1.12 The version of the Application software may be upgraded from time to time to add support for new functions and services.

 

Publicity

1.13

At any time you agree that we may:

 

1.13.1

use your name and/or trading name; and

1.13.2

ask you for a verbal or written quote endorsing the Application which we may use at our discretion in connection with any promotional material and/or and publicity we may issue.

1.13.3

OUR OBLIGATIONS

 

Activation Code

1.14

On receipt of the Subscription Fee we will provide you with the Restaurant Email Address and either or both of the Activation Code and the Password
 required to give functionality to the Application.

 

Availability

1.15

The Application is available to Apple iPads with the necessary Software Requirements. We will use reasonable efforts to make the Application and the Website available at all times. However you acknowledge the Application and the Website are provided over the internet and mobile networks and so the quality and availability of the Application and Website may be affected by factors outside our reasonable control.

1.16

We do not accept any responsibility whatsoever for unavailability of the Application and/or the Website, or any difficulty or inability to download or access content or any other communication system failure which may result in the Application and/or the Website being unavailable.

 

Warranties

1.17

To the maximum extent permitted by law, and for the avoidance of doubt, save for section 2 of the Supply of Goods and Services Act 1982, we hereby disclaims all implied warranties with regard to the Application and/or the Website. The Application and the Website are provided "as is" and "as available" without warranty of any kind.

 

Liability

1.18

In no event will we be liable for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of your use or access to the Application and/or Website, including loss of profit or the like whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise.

1.19

We are not liable to you for any damage or alteration to your equipment including but not limited to computer equipment, handheld device or mobile telephone as a result of the installation or use of the Application and/or Website.

1.20

Nothing in these Terms shall exclude or limit our liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.

 

1.21

YOUR RIGHTS

 

Website

1.22

By paying the Subscription Fee you will have access to the Restaurant Email Address and either or both of the Activation Code and the Password in accordance with these Terms.

 

Licence

1.23

We hereby grant to you a limited, non-exclusive, royalty-free revocable licence to use the Application for your business use in accordance with these Terms.

1.24

You will require a separate licence for each separate place of business where you require use of the Application.

 

Privacy

1.23

1.25 Any personal information you supply to us when using the Application will be used by us in accordance with our Privacy Policy which can be viewed via http://wine-and-dine.net/en/policy

2

OUR RIGHTS

2.1

All trade marks, copyright, database rights and other intellectual property rights of any nature in the Application and the Website together with the underlying software code are owned either directly by us or by our licensors.

2.2

Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Application and the Website.

 

2.3

TERM AND TERMINATION

2.4

These Terms shall continue to operate in full force for the duration of your Subscription.

2.5

We may terminate these Terms immediately at any time without prejudice to any other rights or remedies which we may have, without liability to you on giving you written notice if you:

 

2.5.1

fail to pay any Subscription Fee due on the due date for payment and remains in default at least 10 days after being notified in writing to make such payment; or

2.5.2

commit a breach of any of the material terms of these Terms and (if such a breach is remediable) fail to remedy that breach within 5 days of that party being notified in writing of the breach; or

2.5.3

suspend, or threaten to suspend, payment of your debts, are unable to pay you debts as they fall due, admit inability to pay you debts or, (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; or

2.5.4

suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of you business.

2.6

Upon any termination:

 

2.6.1

the rights and licenses granted to you in these Terms shall terminate; and

2.6.2

you must cease all use of the Application.

 

2.6.3

GENERAL

2.7

We will have no liability to you under these Terms if we are prevented from or delayed in performing any of our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.

2.8

A waiver of any of our rights under these Terms is only effective if it is in writing.

2.9

Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.

2.10

If any provision (or part of a provision) of these Terms are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

2.11

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

2.12

These Terms constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us relating to the subject matter they cover.

2.13

Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in these Terms.

2.14

You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

2.15

We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.

2.16

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

2.17

These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

Notices

2.18

Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its registered office address, or such other address as may have been notified by that party for such purposes.

2.19

These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

2.20

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).