Kitchain – Terms of Service and Subscription

Last updated: 01 August 2024
Company: KITCHAIN LTD (company no. 16563531), registered in England & Wales. Registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.
Contact: info@kitchain.co

Kitchain — Terms of Service and Subscription

Governing Law and Forum: England and Wales law; exclusive jurisdiction of the courts of England and Wales.

Supplier. Kitchain Ltd, a company registered in England and Wales (No. 16563531) (the Company). The contracting customer is the Client. These Terms govern access to and use of the Service.

Order of Contracting. By completing a subscription in the Company interface, paying an invoice, completing a Stripe checkout/payment for the Service, clicking “I agree”, or by accessing or using the Service after being notified of these Terms or of an update to them, the Client accepts and is bound by these Terms. If the Client does not agree, it must not access or use the Service.

1. Definitions
   (1) Service – a paid subscription granting access to periodic analytical Reports about the food‑delivery market and related indicators.
   (2) Report – materials prepared by the Company containing findings, indices, metrics, charts, and explanatory text.
   (3) Public Sources – openly accessible web pages, mobile app views, publications, and other materials available without login, paywall, geo‑circumvention, or special credentials.
   (4) Aggregators – third‑party food‑delivery services and marketplaces.
   (5) Client Materials – any data, content, logos, trade dress, brand assets, or access the Client provides to the Company.
   (6) Plan – the subscription tier describing scope and indicative periodicity of Reports.
   (7) Effective Date – the earlier of (i) the date the Client first gains access to the Service, or (ii) the payment date.
   (8) Confidential Information – all non‑public information disclosed by a party that is marked or should reasonably be considered confidential.
   
   
2. Nature and Scope of the Service
   (1) The Service consists of preparation and delivery of Reports derived from Public Sources and the Company’s proprietary analysis. The Company does not automate, scrape, or circumvent technical measures and accesses Public Sources only in an ordinary user manner.
   (2) The Service is analytical and editorial in nature. Reports transform Public Sources into new, independent informational works; the Company does not redistribute Aggregators’ content as such and does not provide any affiliation, endorsement, partnership, or approval by Aggregators.
   (3) Unless explicitly stated in an Order Form or the Plan, the Company does not accept the Client’s raw data; any Client Materials provided are optional and at the Client’s risk, and will be used solely to tailor analysis.
   (4) The Company controls cadence and scope within the Plan (e.g., weekly, twice‑weekly, monthly). Delivery dates are indicative.
   
   
3. Licence and Use
   (1) Subject to timely payment, the Company grants the Client a non‑exclusive, non‑transferable, revocable licence to access the Service and use Reports internally solely for the Client’s B2B decisions.
   (2) Except as allowed by mandatory law, the Client must not copy, extract, reproduce, republish, frame, mirror, train models on, or distribute Reports; build a database “substantially similar” to Reports; or use Reports to offer competing analytics services.
   (3) The Client must implement reasonable internal controls to prevent unauthorised access and copying, including access logging for distributed teams.
   (4) No External Publication. Reports are licensed only for internal use. Without the Company’s prior written consent, the Client must not publicly disclose, publish, quote, market with, file, present, or otherwise make available any part of a Report (including screenshots, charts, metrics, or extracts) to any third party (including regulators, investors, media, or social networks), nor allow any Affiliate, consultant, or vendor to do so.
   (5) Material Breach and Takedown. Any external publication or disclosure in breach of clause 3(4) is a material breach. The Company may immediately suspend or disable access and require the Client to remove or procure removal of any public use of the Report. The Client shall comply with any reasonable takedown request within 24 hours.
   (6) Liquidated Damages Cross‑Reference. Breach of clause 3(4) also constitutes a breach under clause 12 (Non‑circumvention and No Reverse Engineering) and triggers the liquidated damages mechanism in clause 12(2), in addition to injunctive relief and any other remedies.
   
   
4. Non‑Reliance and Entire Agreement
   (1) The Client acknowledges and agrees that it has not relied on any statement, promise, representation, forecast, or warranty made or given by or on behalf of the Company that is not expressly set out in these Terms. The Client irrevocably waives any claim for innocent or negligent misrepresentation or misstatement based on pre‑contract materials (presentations, emails, demos), except for fraud.
   (2) These Terms (together with any Order Form and incorporated schedules) constitute the entire agreement, superseding all prior proposals and understandings. No terms of the Client (including purchase orders) apply.
   
   
5. Intellectual Property; Aggregator‑Risk Allocation; Indemnities
   (1) Ownership. As between the parties, all IP in the Service and Reports is owned by the Company. No rights are granted except the limited licence in clause 3.
   (2) No Aggregator Affiliation. Aggregators are independent third parties. The Company disclaims any affiliation or endorsement. The Client is solely responsible for compliance with any terms that may govern the Client’s own use of Aggregators.
   (3) IP and Third‑Party Claims. To the maximum extent permitted by law, the Company provides the Service and Reports “as is” and does not indemnify the Client against third‑party claims related to the Client’s use of Reports, except to the limited extent set out in clause 5(5).
   (4) Client Indemnity (Primary). The Client shall defend, indemnify, and hold harmless the Company and its officers, employees, and contractors from and against any and all claims, demands, actions, regulatory notices, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal and expert fees) arising out of or in connection with: (a) Client Materials; (b) the Client’s use, combination, disclosure, publication, or further distribution of Reports; (c) any allegation by an Aggregator or other third party that the Client’s use of Reports breached their terms of service, acceptable‑use policies, or intellectual‑property rights; or (d) processing of any personal data provided by the Client contrary to clause 9. This indemnity is primary, applies regardless of concurrent causes, and is not subject to the liability cap in clause 13(2).
   (5) Company Indemnity (Narrow). The Company will defend the Client against a third‑party claim alleging that a Report, as provided in unmodified form, directly infringes a UK copyright held by such third party; provided that the Client: (i) promptly notifies the Company; (ii) grants the Company sole control of defence and settlement; (iii) does not admit liability; and (iv) provides reasonable cooperation. Remedies: the Company may (A) modify the Report to avoid infringement without materially degrading it, or (B) replace it with a non‑infringing equivalent. If neither is commercially reasonable, the Company may refund the fee allocable to the affected Report and terminate the impacted portion of the Service. This clause is the Client’s exclusive remedy for the specified claim types.
   (6) Exclusions. The Company has no liability or obligation under 5(5) to the extent a claim arises from: (i) Client Materials; (ii) the Client’s combination or use with other data, tools, or outputs; (iii) non‑current versions; or (iv) use beyond licence scope.
   (7) Notice and Cooperation. The Client will promptly notify the Company of any third‑party notice relating to Reports and will provide copies on request. Where a claim appears connected to the Client’s publication or use of Reports, the Client will, at its cost, assume and diligently conduct the defence, keep the Company reasonably informed, and reimburse on first written demand the Company’s reasonable costs incurred to protect its interests.
   (8) Mitigation. Without prejudice to other rights, the Company may edit, delay, or withhold content reasonably necessary to mitigate legal risk, and such mitigation will not constitute a breach of the Service, with credits (if any) governed exclusively by clause 11.
   (9) Survival. The Client indemnity in 5(4) survives termination.
   
   
6. Fees, Taxes, and Suspension
   (1) Fees are payable in advance per billing cycle. All amounts are exclusive of VAT and similar taxes. The Client shall not withhold or set off payments.
   (2) Late amounts bear interest at 1.5% per month (or the maximum rate permitted), plus reasonable collection costs.
   (3) Suspension. The Company may suspend access immediately for non‑payment, suspected licence breach, data‑security risk, or legal/third‑party notice, until resolved.
   
   
7. Audit, Enforcement, and Equitable Relief
   (1) Evidence of Compliance. Upon reasonable written notice, the Client will provide certifications, access logs, and screenshots sufficient to verify compliance.
   (2) Remote Verification. The Company may perform remote audits of usage (including seat counts and access patterns) using telemetry reasonably embedded in the Service.
   (3) Deactivation. The Company may remotely disable access to Reports or specific accounts that are, or are reasonably suspected to be, in breach.
   (4) Injunctive Relief. Unauthorised copying, distribution, or misuse of Reports and Confidential Information will cause irreparable harm; the Company is entitled to immediate injunctive and other equitable relief without posting a bond, in addition to all other remedies.
   
   
8. Warranties and Disclaimers
   (1) Each party warrants it has the power to enter into these Terms.
   (2) The Company warrants it will perform with reasonable professional skill and care. Disclaimer: Except as expressly stated, the Service and Reports are provided “as is” and “as available”, without warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non‑infringement, and without implied warranties arising from trade usage.
   
   
9. Data Protection; DPA Incorporated by Reference
   (1) Default Roles. The parties anticipate that the Company will not require personal data to provide the Service. For any personal data that the Client nonetheless provides within Client Materials: (a) the Company acts as processor solely to host, transform, and analyse such data as instructed by the Client; (b) the Client acts as controller and warrants it has a lawful basis and has provided all transparency notices.
   (2) Independent Controller. For business contact details of the Client’s staff and for data the Company collects from Public Sources to create Reports, the Company acts as an independent controller under UK GDPR.
   (3) DPA. The Data Processing Addendum (Schedule A) forms part of these Terms and applies only where the Company processes personal data as processor under 9(1). In the event of conflict, Schedule A prevails solely for such processing.
   (4) Security. The Company maintains appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, and unauthorised disclosure.
   
   
10. Confidentiality
    (1) Each party will protect the other’s Confidential Information using at least reasonable care and use it only for performing under these Terms.
    (2) Exclusions: information that is or becomes public without breach; already known; independently developed; or rightfully received from a third party.
    (3) Compelled Disclosure: permitted with prompt notice (unless prohibited) and limited to the required scope.
    
    
11. Safe‑Mode Credits (Simplified; Strengthened)
    (1) If, in any billing month, more than 50% of the pages or metrics of every scheduled Report delivered in that month must be materially redacted or withheld for legal/compliance reasons, the Client will be entitled to a service credit equal to 20% of that month’s fee.
    (2) Credits are the Client’s sole remedy for such unavailability and are applied to the next invoice; they are not refundable. Credits require written request within 30 days of month‑end. Redactions driven by Client Materials or the Client’s instructions do not qualify.
    
    
12. Non‑Circumvention and No Reverse Engineering
    (1) The Client shall not, directly or indirectly, (a) circumvent the Company by using Reports to build, procure, or have a third party build a functionally similar analytics product for internal or external use; (b) solicit or engage the Company’s personnel, contractors, or suppliers for such purpose; or (c) reverse engineer or derive the proprietary indices, weights, scoring formulas, or methodologies underlying Reports, except to the extent permitted by mandatory law.
    (2) Liquidated Damages. For any breach of 12(1), the Client shall pay US$10,000 as liquidated damages per breach, or the total fees paid by the Client in the prior 12 months, whichever is higher, without prejudice to the Company’s right to seek injunctive relief and recover additional proven losses.
    (3) Survival. Clause 12 survives for 24 months after termination.
    
    
13. Liability
    (1) Exclusion of Indirect Loss. Neither party is liable for indirect, special, incidental, punitive, or consequential damages, loss of profits or revenue, loss of goodwill, loss of data, or business interruption, even if advised of the possibility.
    (2) Cap. The Company’s aggregate liability arising out of or related to these Terms shall not exceed the fees actually paid by the Client to the Company for the Service in the six (6) months immediately preceding the first event giving rise to liability. The cap does not apply to the Client’s payment obligations or to the Client’s indemnity under 5(4).
    
    
14. Term, Termination, and Effects
    (1) Term begins on the Effective Date and renews per the billing cadence until cancelled by the Client effective at the end of the then‑current cycle, or terminated as set out below.
    (2) The Company may terminate or suspend immediately for material breach, non‑payment persisting seven days after notice, or if continued provision would create legal risk.
    (3) Upon termination: (i) all licences immediately end; (ii) amounts due become payable; (iii) the Client must cease use and delete Reports, except that one archival copy may be retained for compliance.
    (4) Examples of Material Breach. Without limitation, the following constitute material breach: (a) any external publication or disclosure contrary to clause 3(4); (b) redistribution, training of models on, or commercial exploitation of Reports contrary to clause 3; (c) failure to comply with a takedown request under clause 3(5); or (d) failure to provide cooperation/evidence under clause 7.
    
    
15. Updates to Terms
    The Company may update these Terms by notice (email or in‑product). Continued access or use after the effective date of an update constitutes acceptance. If the Client does not agree, it must stop using the Service before the update takes effect.
    
    
16. General
    (1) Assignment. The Client may not assign without the Company’s written consent; the Company may assign to an affiliate or in connection with a reorganisation or sale.
    (2) Severability. If any provision is unlawful or unenforceable, it will be modified to achieve its intent and the remainder will remain in force.
    (3) No Waiver. Failure to enforce is not a waiver.
    (4) Notices. Formal notices must be sent by email to the contacts specified in the Order Form or account settings.
    (5) Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control.
    
    

Schedule A — Data Processing Addendum (DPA)
Incorporated into the Terms under clause 9. Applies only where the Company processes personal data as processor.

A1. Roles and Scope. The Client is controller and the Company is processor for personal data contained in Client Materials that the Client submits for hosting/transformation/analysis in connection with the Service. The subject‑matter is the provision of the Service; duration is the term of the agreement; nature/purpose is storage, transformation, and analysis; data subjects are Client personnel and end‑customers as determined by the Client; categories of data are business contact details and such other data as the Client elects to provide; no special categories are intended.
A2. Client Instructions. The Company will process only on documented instructions from the Client, including with respect to international transfers.
A3. Confidentiality. The Company ensures personnel are bound by confidentiality obligations.
A4. Security. The Company implements appropriate technical and organisational measures (access control, encryption in transit, vulnerability management, logical separation, backups, and incident response).
A5. Sub‑Processing. The Client authorises the Company to appoint sub‑processors for hosting, storage, collaboration, and security operations subject to substantially similar obligations. The Company will remain responsible for sub‑processors’ performance and will provide notice of any intended changes, allowing the Client to object on reasonable grounds.
A6. International Transfers. Where personal data is exported outside the UK/EEA, the Company will implement a valid transfer mechanism (e.g., UK IDTA or EU SCCs, as applicable).
A7. Assistance. The Company will reasonably assist the Client with data subject requests and with DPIA/consultations, taking into account the nature of processing and the information available to the Company.
A8. Audit. Upon reasonable notice and no more than annually, the Client may review summaries of relevant audits or certifications and may conduct a remote audit, subject to confidentiality and minimal disruption. On‑site audits are not required unless mandated by law or regulator.
A9. Deletion/Return. Upon termination, at the Client’s choice, the Company will delete or return personal data (unless retention is required by law).
A10. Breach Notification. The Company will notify the Client without undue delay after becoming aware of a personal data breach affecting Client Materials, providing information reasonably required for the Client to meet its obligations.
A11. Liability. Each party’s liability under this Schedule is subject to clause 13 of the Terms.
A12. Precedence. If this Schedule conflicts with the Terms, this Schedule prevails to the extent of the conflict for processing under A1.