Welcome to CalcMenu Cloud!

Thank you for your interest in our Services. The Services are provided by EGS Enggist & Grandjean Software SA (“EGS SA”), located at Rue des Usines 17, 2000 Neuchâtel, Switzerland.


Definition of Terms

Account refers to a core group of a single user or multiple users who wish to work on the same set of data. An Account is managed by a Super Admin. For an account with multiple users, the users of the account are called Members

The Company refers to EGS SA, the developers of the Software (CalcMenu Cloud).

License refers to what the Company grants the user access to the Services, and it is subject to these Terms and our Policies. The license is limited, non-exclusive, non-transferable and revocable. Each user needs a license.

Paid Subscription means a paid subscription plan for the Software or additional service.

Region means a database of recipes and products for a specific country and in a specific language. Each account of the Software is connected to a Region. If there is no Region matching your location, you cannot use the Software as we will not be able to provide Products for you.

The Services refers to all EGS SA products and services related to the Software. This includes our web applications (the Software), payment portal, admin console, social media platforms, website, and tutorial pages.

The Software refers to CalcMenu Cloud Web Application.

Super Admin refers to a User who has the ability to manage the access and level of responsibility of all users in the Account and access billing, payments, and account management.

Terms or Terms of Service refers to the provisions outlined in this document and other terms or conditions that may be presented by the Company and accepted by the User from time to time in connection with specific Service offerings.

User refers to you, the other party who is entering into this agreement.

User Content means the text, images, and other data you choose to input, upload, or store in the Software, is collectively known as User Content and your personal information in accordance with our Privacy Policy.

I. GENERAL

These Terms of Service govern your access to and use of our Services, as well as the Software.

By accessing or using our Services, you agree to be bound by these Terms and by our Privacy Policy.

Please read these Terms of Service carefully. The following are the Terms of use for the Software. By using the Software, you accept these Terms. These Terms are not assignable by you to anyone else.

a. Entire Agreement / Severability
These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with the Company in connection with our Services, shall constitute the entire agreement between you and the Company concerning our Services.

If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

b. Changes and Updates to the Terms of Service
These Terms, including the price we charge for the Services may be amended as new features, technology, or as legal requirements arise. We encourage our Users to check back from time to time, to keep updated. If we make a significant change, we will notify users and, where required, seek your consent.

If the Company does update these Terms, you are free to decide whether to accept the updated terms or to stop using our Services. Your continued use of the Services after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new Terms.

Except for changes made by the Company as described here, no other amendment or modification of these Terms shall be made.

Users
The Terms of Service constitute a contract between the developers of the Software, the Company, and you, the “User”. The Terms include the provisions outlined in this documentand other terms or conditions that may be presented by the Company and accepted by you from time to time in connection with specific Service offerings.

i. Business Accounts

If you open an account on behalf of a company, organization, or other entity, then (1) “You”, the Super Admin, includes you and that entity; and (2) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the behalf of the entity. More details on user defined roles under Accounts and User Roles.

ii. Assignment

These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by the Company without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

If you’re a consumer in the EEA(European Economic Area), in compliance with the GDPR regulationsthe Company may assign this agreement, and any rights and licenses granted under it, to a third party. In case of such an assignment, you are entitled to terminate the agreement with immediate effect by deactivating your account. The Company will provide you with reasonable notice of any such assignment.

iii. Age of Use

Any use or access by anyone under the age of 18 is not permitted. In compliance with the GDRP regulations, if you are based in the European Economic Area (EEA), you may only use the Software if you are of legal age at which you can provide consent to data processing under the laws of your country.

If you do not agree to these Terms, you do not have the right to access or use the Services. If you do register for, or otherwise use the Services, you shall be deemed to confirm your acceptance of the Terms and your agreement to be a party to this binding contract.

By using the Services, you acknowledge, accept, and agree with all provisions of our Privacy Policy, including, without limitation, the use and treatment of the text, images, and other data you choose to input, upload, or store in the Software, collectively, “User Content” and your personal information in accordance with our Privacy Policy.

c. Company Overview

The Company, EGS SA, has over 30 years of combined technological and culinary expertise, developing innovative products and services for the food service industry.

d. The Software Overview

In exchange for being able to use the Services, you hereby agree to abide by the following Terms.

The Software is an advanced culinary management software designed to simplify kitchen operations and optimize business processes. It provides access to thousands of food products from a generic product database with ready to use information that may include nutrients, allergens, composition, and specific determination, depending on the Region.

You can choose to endorse the Company to your suppliers to collect data on your behalf. The collected data is encoded on the system by the Company without any additional charges. This data is also maintained and updated in the system by the Company.

The Software also comes with a powerful recipe management feature that helps you create, edit and store your recipes. For the Executive plan, it also includes a menu management feature and an ordering feature.

II AGREEMENT

a. Software and Support
Using The Software may include accessing the software through an Internet browser from a desktop computer, laptop, tablet, smartphone, or other devices.

i. Licensing
Subject to these Terms and our Policies, we granted you a limited, non-exclusive, non-transferable, and revocable license to use the Services.

ii. Subscription Plans and Limitations
The Software is available in three (3), both Non-Paid and Paid Subscription Plans options:

CalcMenu Cloud Starter

• Limited to a single user per account
• Access to over 5,000 generic and branded products within the software; these are called public products
• Add and manage unlimited Recipes
• Access to Basic Recipe Information
• No access to Costing, Nutrients, Allergens and Extra Attributes
• Add and manage up to five (5) private products; private products are defined as products you add and manage yourself
• Create shopping lists
• No access to products from suppliers
• Print up to ten (10) recipes at a time
• No access to the Menu Module, Ordering Module, API, and some premium features

Users on the Starter Plan need to access their account at least once a year, otherwise the account and data will be deleted permanently. The Company will send 3 automated reminders prior to account deletion:

• 30 days before account deletion
• 7 days before account deletion
• 24 hours before account deletion

CalcMenu Cloud Pro

• Limited to a single user per account
• Access to over 5,000 generic and branded products within the software; these are called public products
• Add and manage unlimited Recipes
• Access to Basic Recipe Information, Costing, Nutrient Basic (4), and Allergens lang=EN-US
• Add and manage up to ten (10) private products; private products are defined as products you add and manage yourself
• Add up to three (3) suppliers with no price update
• Print unlimited** recipes at a time
• Create shopping lists
• No access to the Menu Module, Ordering Module, API, and some premium features

CalcMenu Cloud Executive

• For one (1) to unlimited users
• Access to over 5,000 generic and branded products within the software these are called public products
• Add and manage unlimited Recipes
• Access to Costing, nine (9) Basic Nutrients, Allergens, Extra Attributes, Diet, CO₂, Nutri-score, Data Export and other premium features
• Add and manage up to twenty (20) private products; private products are defined as products you add and manage yourself
• Add unlimited suppliers with price updates*
• Print unlimited** recipes at a time
• Create shopping lists
• Access to the Menu Module, Ordering Module, API, and some premium features

* Relevant for suppliers providing automatic updates through API such as Pistor, Saviva, and Transgourmet.

** The number of recipes that can be printed at a time is subject by the memory of your device.

iii. Account and User Roles

One License is assigned to only one User.

Multiple Users can be assigned under one Account, known collectively as “ Members” of the said Account. Members under an Account will have defined roles.

Super Admin
There will only be one Super Admin per Account. Only this role will have access to the Admin Console that can authorize the following tasks:

• Manage billing and payments
• Add and remove Licenses
• Invite new Members
• Cancel the Account
• Access Reward Information and ask for Reward amount

Administrator
An Account can have multiple Administrators. This role can perform any tasks within the Software, including configuration changes.

Editor
An Editor can edit and view Recipes within the Account.

Viewer
A Viewer can only view Recipes within the Account.


iv. Payment Terms

In order to keep using the full paid version of the Software, either CalcMenu Cloud Pro or CalcMenu Cloud Executive, a monthly or yearly subscription is required. Prices vary by Region due to the different cost of providing the Services. Pricing and Plans may be updated in the future without prior notice.

Subscription Plans will be charged to your credit card or through your preferred payment mode available.

User accounts will be charged for renewal on the day of renewal at 02:00 HRS (GMT+2), Switzerland local time. User subscription will automatically renew unless cancelled or the User chooses to downgrade the existing Subscription Plan.

Our third-party online payment processing platform, Stripe, will manage and save payment details for recurring Subscription Plan payments.

You may upgrade your Subscription Plan at any time. When you upgrade your plan, we will prorate the fee for the current month or year and bill you immediately for it, then adjust the fee for succeeding months or years.

You may downgrade your plan at any time. If you downgrade your plan, you will remain at the current plan until the expiration of the paid period. The actual downgrade of your plan and the adjustment of the fee, will be implemented at the next renewal period (month or year).

You may change the billing period from monthly to yearly, or from yearly to monthly, at any time. The adjustment/s will be made immediately:

     • Monthly to Yearly: the calculation of the Yearly fee will consider the amount already paid for the current month (pro-rated).

     • Yearly to Monthly: the Remaining Balance, which is the unused amount at the time of change request, will be used to pay for the Monthly fees each month until the Remaining Balance runs out. The Remaining Balance cannot be reimbursed.

The Company does not provide refunds and does not provide adjustments if you make the wrong selection of plan, or billing period. We display information as clearly and detailed as possible, and ask for confirmation before proceeding, to make sure mistakes are not made.

If you change the billing period from monthly to yearly, the calculation of the yearly fee will consider the amount already paid for the current month (pro-rated). If you change the billing period from yearly to monthly, the change of billing period will take effect at the end of the current billing period.

The Company does not provide refunds for any case or situation. The Company also does not provide plan, module, billing period or other adjustments if you make the wrong selection of plan, modules, billing period, etc. We display information as clearly and detailed as possible, and ask for confirmation before proceeding, to make sure mistakes are not made.


v. Voucher Codes

The Company may, from time to time, provide trial access and pricing promotions through Voucher Codes.

• Vouchers can be used at checkout to apply a discount on standard pricing.
• Vouchers may have an expiration date. The voucher can only be used in the system before the expiration date.
• The Super Admin/User can change the Voucher/s at any time, if there is a new Voucher issued. Changing the Voucher will postpone the date of renewal and may require payment
• Only one Voucher can be used at a time.
• Some Vouchers are only valid for a specific email address, a specific Region, and/or a specific Plan.
• The Company is not responsible if a Referrer shares a Voucher, and that person chooses not to use the Voucher.
• Transaction fees imposed by your bank or Stripe, if any, will be deducted from the Rewards balance upon crediting to the Referrer’s registered credit card.
• If for any reason, the Company must reimburse payment for a registration that used a Voucher, the Reward equivalent will be deducted from the Referrer.

Voucher for Trial

If you are using a Voucher that gives you free access to the paid version of the Software for a limited time, you may be charged at the end of the trial period unless you cancel your account or downgrade your account to Starter Plan before its expiration.

You will receive an email notification three (3) days before the renewal. The Company is not responsible if you miss the window for downgrading or deletion of your account at the end of the trial period.


Voucher for Promotion

Vouchers for Promotion are usually limited in time and may be limited to a region, a Plan, or even an email address. You may choose to use the promotional voucher over other vouchers you may already have.

For example:

You receive a Voucher for Promotion for 20% discount on a paid Subscription Plan for a limited period. You also have an existing Voucher that gives you 10% discount with no expiration date.

You can choose to use the one-time use 20% discount voucher by replacing the existing 10% discount voucher. Once the 20% discount voucher expires, you may replace it with your previous 10% discount voucher.

You can update the vouchers via the Admin Console. Changing the Voucher will extend the date of renewal and therefore may require additional payment.


Voucher for Member Get Member (MGM) For CalcMenu Cloud Users

• A CalcMenu Cloud User, the “Referrer”, can send invitations with a unique referral voucher to colleagues and friends, the “Referee”, via the Admin Console. This MGM voucher can also be “copy-pasted” and shared with anyone.
• The MGM voucher is equivalent to a 10% discount for Referees and 10% reward for the Referrers. The discount and reward percentage is based on each payment amount made by the Referee.
• When the MGM Voucher is used, Referrers and Referees will receive the corresponding reward and discount for as long as the subscription is active.
• If the Referee registers for the Starter Plan, which is a free account, no discount is applied and no reward is given to the Referrer, until the Referee upgrades to a paid subscription plan using the MGM Voucher.
• The Company will only transfer the Rewards payment to the Referrer when the amount reaches the minimum amount of CHF100.00, or your local currency equivalent, or if the Referrer is in the process of cancelling their Account.
• The Rewards amount can only be credited to the Referrer’s registered credit card.
• Once the Referrer’s account has been cancelled, all Rewards earned via MGM Vouchers will cease.
• The Referrer should request for the Rewards balance to be credited prior to Account Cancellation. Once an account is closed, it is no longer possible to claim the Rewards balance and will be considered as forfeited. A notification will remind you of any existing reward balance at the time of cancellation.

Industry Vouchers

If you are an existing or potential Dealer of the Company, a blogger, vlogger, or an active referrer, the “Referrer”, you may contact the Company to get an exclusive Industry Voucher, unique to the Referrer, for the promotion of CalcMenu Cloud.

• If a Referee uses the Referrer’s Industry Voucher, the Referee will receive a discount for a limited or unlimited period depending on the Industry Voucher’s Terms and Conditions.
• The Industry Voucher’s Terms and Conditions will depend on the agreement negotiated and agreed on by the Referrer and the Company. The Industry Voucher’s Terms and Conditions can be renegotiated from time to time based on performance, the Company’s business strategies, or other reasons.
• If the Referee registers for CalcMenu Cloud Starter, which is a free account, no discount is applied and no reward is given to the Referrer, until the Referee upgrades to a paid Subscription Plan using the Industry Voucher.
• The Referrer must create a CalcMenu Cloud account, even if it is just a free account, CalcMenu Cloud Starter, to have access to the Referral Management Tool.
• The Referral Management tool will display a complete list of all referral transactions. Here, the Referrer can monitor all invitations, rewards, and views:

        - The Total Rewards Amount Earned (To Date)
        - The Total Rewards Amount Already Paid (To Date)
        - The Total Rewards Balance (To Date)


• The Company will not provide a Statement of Account (SOA) other than what is already provided in the Referral Management Tool.
• The Company will only transfer the Rewards payment when it reaches the minimum amount negotiated with each Referrer.
• The Rewards amount can only be credited to the Referrer’s registered credit card.
• Once the Referrer’s account has been cancelled, all Rewards earned via Industry Vouchers will cease.
• The Referrer should request for the Rewards balance to be credited prior to Account Cancellation. Once an account is closed, it is no longer possible to claim the Rewards balance.
• The Company reserves the right to cancel an Industry Voucher at any time and for any reason. This includes, but is not limited to, inactivity, underperformance, and change in business strategy.
• If an Industry Voucher is cancelled, it will not be valid for new registrations, but existing Referee’s discounts remain for as long as they do not remove and/or reapply it.

vi. Right To Modify The Services

We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Services, including changes that may affect the previous mode of operation of the Services or the Software.

We expect that any such modifications will enhance the overall service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transactions, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your User Content and other data, and impose other limitations at any time, with or without notice.

You agree that we will automatically update the Software whenever necessary to improve the Software or fix issues, with or without prior advanced notice. These Terms will apply to any updates.

Such updates shall be performed outside of working hours* whenever possible and if not urgent. Prior notice will be provided, if possible, at least twelve (12) hours before the update.

02:00 HRS onwards	Switzerland, Italy and Germany (Local Time)
22:00 HRS onwards	Philippines (Local Time)

You also acknowledge that a variety of the Company’s actions may impair or prevent you from accessing your User Content or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that the Company has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any content.

You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service. However, if you are a subscriber for the Software of the Services (each a “Paid Subscription”) and find that any such modifications or interruption of the Paid Subscription adversely affects you, you may notify our Customer Support team, explain the adverse impact the modification has created and, if you desire, cancel your Paid Subscription.

In all cases, you, the User, agree to permit the Company to deliver these updates to you, and you to receive them, as part of these Terms of the Service.


vii. Data Ownership

When you cancel your account or your account is automatically cancelled due to no activity for one (1) year, your recipes, and other associated data, may be either deleted or kept in the system.

You may opt to delete your data or save it in the system. We strongly recommend keeping your recipes in the system as you may have previously shared your recipes with other users through a Group or Groups. Deleting your data will mean your shared recipes will no longer be visible to other users.

You can update this setting in the Admin Console, so we will know what to do in case of automatic cancellation. You will be asked to confirm this option during the cancellation process, if done manually.

If the recipes are kept in the system, you may choose if they will remain under your name or the name of the user who encoded them, or if they remain anonymous.

We will not sell or make any direct profit from your recipes. The purpose of keeping your recipes in the system is solely to continue sharing them with other users if they are shared through Groups.

Even if you decide to keep your recipes, we may choose to delete them at some point for any reason.

You may not claim any compensation for the recipes that you leave in the system after cancellation.

If you restore your account at any point in time after cancellation, and use the same email address, you could get back access to your recipes, if they have been kept by us in the system.


viii. Account Termination and Cancellation

i. Account Expiration / Plan Change
Any accounts with paid subscriptions will be blocked and all its users restricted from accessing CalcMenu Cloud, in case of none payment, or failed payment processing at the time of renewal. The Super Admin of the account may choose to either settle the amount due through making sure the payment will succeed, or converted to CalcMenu Cloud Starter, our free subscription plan, to regain access to the account. If the latter option is chosen, the account may lose some information, modules, features, due to features differences between Executive, Pro, and Starter.

If a CalcMenu Cloud Starter account remains inactive for one (1) year, the account will be deleted. If the User accesses the account within one (1) year, the account will be extended on CalcMenu Cloud Starter for another one (1) year.

We reserve the right to refuse service to anyone.

ii. Account Cancellation
If the User chooses to cancel the paid subscription, the Company will delete all of the User Content. Once data has been deleted there will be no option to recover the data.

Only the Super Admin can delete the account. Simply proceed to the Admin Console, click the “Cancel Account” button and complete the cancellation process.

If you have multiple members under one account, only Super Admin is given access and authority to cancel the account thru the Admin Console.

We will only keep the following information about the account: the payments history, the purchases history, the rewards history, the name, address and email address of the users. This is mandatory for accounting and legal purpose. Those information will be deleted once the legal period for keeping such information has expired based on the country of the Region you have accessed. iii. Account Termination

The Company reserves the right to terminate an account if a User is abusing the Services.

“Abuse of Service” is when a User does not use the Services as it is intended to, resulting in creating excessive and unnecessary traffic for the purpose of disturbing the Services, or making excessive and unnecessary requests to add products to the Software.


ix. Communication and Notifications

The Company reserves the right to determine the form and means of providing notifications to you, the User, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is significant we will notify you via email. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please discontinue the use of the Services.

Communication and notifications, if the User has not “Opted Out”, will be sent to the email address associated with the account. The Company is not responsible if we are unable to communicate or notify the User if the email provided with the User Account is invalid, expired or unreachable.


x. Intellectual Property Rights

In agreeing to these Terms, you also agree that the rights in the Services and Software, including all intellectual property rights, such as trademarks, patents, designs, and copyrights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations, and treaties, in addition to these Terms and any Separate Agreement.

In particular, you agree to not modify, create derivative works of, decompile or otherwise attempt to extract source code from the Software unless you are expressly permitted to do so under an open source license, we give you express written permission or you are otherwise legally permitted to do so notwithstanding this prohibition.


xi. Support

The Company has a team of support technicians (“Support Team”) to manage technical and data issues.

The Support Team is only available to answer messages sent through the chat feature (“Help Center”) in the Software. The Support Team will not answer phone calls.

The qualified support tasks in this agreement include:

        - Diagnosis of problems or performance deficiencies of the Software;
        - Resolution of the problem or performance deficiencies of the Software;
        - Limited Assistance with regards to usability (explain to you how to do a certain operation using the Software, or why a function works the way it does, explain calculation or process, etc.), if not already provided in the CalcMenu Cloud FAQs;
        - And providing advice/assistance with regards to data issues.

The Support Team will answer any support request as soon as possible and update you through a Notification within 24 hours for requests sent between Monday 01:00 HRS and Saturday 01:00 HRS (GMT+2).

In cases where the Help Center is unreachable, you may send your concerns to support@calcmenu.com


xii. Service Availability

The Software shall be accessible 99.5% of the time. Service Availability shall be calculated on a monthly basis, as follows: ((total number of minutes per month – total number of minutes when the Software is not accessible – excluded) / (total number of minutes per month – excluded)) > 99.5%.

“Excluded” means: Any planned downtime for which the Company provides advanced notice, or any unavailability caused by circumstances beyond the Company’s reasonable control and totally unforeseen, including, without limitation, acts of God, flood, fire, earthquakes, civil unrest, acts of terror or third-party Internet service provider failures or delays (“Force Majeure Event”).


xiii. Performance

The Software is designed to work efficiently on most devices and with average performing machines. We recommend an internet speed of at least 5Mbps.

The Company is actively monitoring the solution and will be able to act on most issues immediately even without receiving a report from a User.


xiv. Security

We care about the security of our Users. While we work to protect the security of your account and content, we ask that you help us keep your data protected. Safeguard your password to the Services and keep your account information current. Do not share your account credentials or give others access to your account.

When you register and sign in into your Software account we securely store the email address and password of your Software account and store a copy User Content on our servers in order to sync the data to your other devices. We use a double encryption system to secure your information.

Please notify us immediately at support@calcmenu.com of any compromise or unauthorized use of your account.

b. Content

i. Content Ownership
The Software is an advanced culinary management software to allow for a “one-stop -shop” foodservice solution. The Software holds no liability or responsibility with regards to the actual and specific content created and edited that Users decide to store using our service.

We do not share any personal information with the end user.

User owned data, herein referred to as “User Content”, is the data that the User has created, inputted and uploaded on the Software. Our users retain all rights and are solely responsible for the User Content uploaded to the Software.

The User may not claim ownership over data that the Company has made available on the Software and has no rights to the data the Company provides on the Services. The Company reserves the right to modify and/or remove data that the Company has originally provided, at any time, as deemed necessary.

You may use the Software only if you can legally form a binding contract with the Company and only in compliance with these Terms and all applicable laws. When you create your Software account, you must provide an active email address and create a username and password.

Other information such as full name and billing address are mandatory for billing purposes if you have selected CalcMenu Cloud Pro or CalcMenu Cloud Executive. Should you choose to provide inaccurate or incomplete information, it will be reflected as such on your invoices.

ii. Maintenance of User Content
The Company will retain your data for as long as you maintain an account or as otherwise necessary to provide you with access to our Services. We will also retain your data as necessary to comply with our legal obligations, resolve disputes and enforce our agreements.

iii. How Long We Keep Your Content

Following the cancellation of your account, or if you remove any User Content from The Software, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes.

Furthermore, the Software and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through the Software.

iv. Content Responsibilities and Restrictions
Your use of our Services must be in accordance with these Terms. When it comes to use of the Services, you agree that you are responsible for your own conduct and the conduct under your account.

This means that all User Content created, transmitted, stored or displayed in your account, is your sole responsibility as the person who created the Content or introduced it into the Service. This applies whether the User Content is kept private, shared or transmitted using the Service or any third-party application or services integrated with the Company’s Services.

If we find that any shared content in our users’ respective account violates our Terms of Service, sharing inappropriate content, such as but not limited to, indecent material including content using profanity, and/or violating another person’s intellectual property or privacy rights, we reserve the right to remove such content, and in extreme situations, we reserve the right to terminate said accounts.

If you experience or encounter an inappropriate or offensive content while using the Software, you may contact us immediately at support@calcmenu.com so we can investigate and remedy the situation.

The Company cannot guarantee the identity of any User/s with whom you interact with within the Service. You are responsible for all your activity in connection with the Software.

v. Rights
While our users own the User Content within their respective Software account, subject to third-party rights, you acknowledge and agree that the Company and our licensors, own(s) all legal rights, title and interest in and to the Services.

vi. Feedback You Provide
We value hearing from our Users and are always interested in learning about ways we can improve and enhance the Software. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, the Company does not waive any rights to use similar or related feedback previously known to the Company, or developed by its employees, or obtained from sources other than you.

vii. Ads
The content and information that we show you today are not promotions by advertisers; if this will ever change in the future, we will make sure you can identify promoted content because it will be labeled clearly.

c. Product Management
The User cannot add products directly in the Software. The User cannot revise, modify, or change product information within the Software, with the exception of the price of the Product and the possibility to provide an alternative product name.

The Company is fully in charge of the Product data such as name, units, ratio between units, description, category, nutrients, allergens, extra attributes, specific determination, nutri-score, storage information, supplier reference, etc.

i. Adding New Generic Products
Whenever a User wishes to add a generic product that cannot be found (“missing product”) to a recipe, the User can submit a request to add the missing product to the Company through the Product Request page in the Software.

The missing product will be temporarily added to the system while waiting the Company’s review and approval.

While submitting the missing product, the User may also provide data such as name, units, ratio between units description, category, nutrients, allergens, extra attributes, specific determination, nutri-score, storage information, supplier reference, etc. These information will be evaluated by our team of food experts and nutritionists and completed if incomplete.

The missing product will be added to our System if it is not yet existing. If we find an Equivalent Product in the system, we may replace the Missing Product with the Equivalent Product. In rare cases, we may deny the addition of the Missing Product. If the Missing Product is rejected, it will be deleted from the System after its review.

The Company will review the Product submission within 30 minutes to 24 hours on weekdays.

The User will receive a notification from within the Software with regards to the submission. The User may also receive a notification through email, depending if the User has accepted to receive emails about notifications (configurable under Settings).

If the User is on CalcMenu Cloud Pro or CalcMenu Cloud Executive, and has an extended list of products to be added to the Software, the User can submit that list to the Company by emailing data@calcmenu.com.

ii. Adding New Products From Suppliers
Whenever the User wishes to add a Product or Products from a supplier, the User will need to :

1. Email data@calcmenu.com to request for the supplier to be added to the system. We will inform you if we already have the data, or not.
2. If we do not have the data yet, the User must contact the supplier to inform the supplier that the product data is needed, and that the supplier should provide these data to the Company (we can provide you a template for this request, so it is clear what data is needed from the supplier).

Once we receive the data from the Supplier, we will encode it in the system for free if you have an CalcMenu Cloud Pro or CalcMenu Cloud Executive plan. We will inform you of the time needed to encode the data when we receive it from the supplier. The duration depends on the quality of the data, the ease of transfer of the data, and our availability at the time of the request. In most cases, it may take a few days to three (3) weeks.

The price of the Products may also be encoded initially but we will not maintain these prices for you, as you can do it through the Product page in the Software.

If the supplier changes the data, the supplier should inform the Company of such change, so we can update the data accordingly. We may ask the Supplier for new data from time to time, but the ability to update the data will depend on the Supplier’s willingness to update us.

If the Products have a GTIN reference number, the Company may update the data using the manufacturer data in some cases.

For most Products from Suppliers, the data may include nutrients, allergens, etc. but without extra attributes, such as “Vegetarian”, “No Pork”, etc., so these products may have partial information. In some cases, the Company will complete the information based on our own knowledge and indicate that the data came from the Company and not from the Supplier.

The Company has the right, to refuse to add a missing Product, and replace it with another, for any reason and without having to justify (although we may provide a brief explanation, when necessary).

iii. Submit Product for Review
If a Product that a User needs for a recipe does not have the complete information, the User may request for a review of the data through the “Product Review” feature found under the Product tab within the Software. The User will be able to submit their own data for the Product, to the Company’s team of food experts and nutritionists. We will accept, adjust or deny each change on the following data:

        1. Product Name
        2. Product Category
        3. Units and ratio
        4. Specific determination
        5. Description
        6. Storage information
        7. GTIN
        8. Nutrients
        9. Allergens
        10. Extra Attributes

The User may also provide a general comment.

The Company shall check the data immediately. We may accept some of the changes suggested immediately, and other suggestions may take more time for verification. If we had no data, and the User suggests some data, we may temporarily approve the suggested data. The Company may retract or adjust our approval at any time.

iv. Grouping

As a user of CalcMenu Cloud you may decide to share some of your recipes by creating a “Group”.

Other users of CalcMenu Cloud may decide to join your group. If they do so, they will be able to view the recipes shared through the Group. They will not be able to edit the recipe. They can make a copy of the recipe for themselves if they want and edit their own copies.

You should not share a recipe with a Group if it is a recipe that you want to keep ownership of. By sharing a recipe with a Group, you are giving permission to use, reproduce, copy, and distribute the recipe with others.

When creating a Group, you may choose to keep the Group “secret” and only provide access to people you know. The Company is not responsible if you select the wrong option in sharing your recipes with others.

d. Copyright Policy

We respect others’ intellectual property rights and expect our Users to do the same. If you believe that your intellectual property rights have been violated in a way that constitutes copyright infringement, please notify our team at support@calcmenu.com and we will investigate accordingly.

Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and the Company does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.

We reserve the right to terminate access to Users who post material that infringes on the intellectual property rights of others.

e. Third Parties

i. Right to Engage Third Parties
The Company retains the right to engage certain affiliates or other third parties (“Service Providers”) to provide technical or other services relating to all or part of the Services, and you hereby agree that such involvement by these Service Providers is acceptable.

In addition, the Company may contract with third-party resellers of the Software, additional services, and payment processors to enable payments in your local currency and payment systems.

Please see our Privacy Policy to understand the extent to which any affiliate or third-party may have access to your account information or User Data and to understand our relationship with any reseller or payment processor.

ii. Third-Party Links, Sites and Services
Our Services may contain links to third-party websites, advertisers, services, exclusive offers, or other events or activities that are not owned or controlled by the Company.

We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services.

If you access any third-party website, service, or content from The Software, you do so at your own risk and you agree that the Company will have no liability arising from your use of or access to any third-party website, service, or content.

f. Other Terms

i. Indemnity
If you use our Services for commercial purposes without agreeing to our Business Terms, as determined in our sole and absolute discretion, you agree to indemnify and hold harmless the Company and its respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms. If we are sued because of something your business does on the Software, you must pay our costs.

ii. Disclaimers
The Services and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

THE COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR THE USAGE OF TRADE.

The Company takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts or transmits using our Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

If you are a consumer in the EEA(European Economic Area), in compliance with the GDPR regulationswe do not exclude or limit any liability for gross negligence, intent, or death or personal injury caused by our negligence or willful misconduct.

iii. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL EGS SA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS EXCEED SWISS FRANCS (CHF 50.00).

If we cause damage to you and you are a consumer in theEEA(European Economic Area), in compliance with the GDPR regulationsthe above does not apply. Instead, the Company’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical of this type of contract. The Company will not be liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability will not apply to any statutory liability that cannot be limited to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.

Simply put, we have developed the best product and services that we can for our users, but we cannot guarantee that it will be perfect. We are not liable for things that may go wrong.

iv. Arbitration
For any dispute you have with the Company, you agree to first contact us and attempt to resolve the dispute with us informally. If the Company has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the Swiss Chambers’ Arbitration Institution (SCAI). Unless you and the Company agree otherwise, the arbitration will be conducted in the city/country where the Software is incorporated, which is in Neuchâtel, Switzerland. Each party will be responsible for paying any SCAI filing, administrative and arbitrator fees in accordance with SCAI rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Service.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

To the extent, any claim, dispute or controversy regarding the Company or our Products & Service is not arbitrable under applicable laws or otherwise: you and the Company both agree that any claim or dispute regarding the Software will be resolved exclusively in accordance with the Sections of these Terms.

v. Governing Law and Jurisdiction

EGS SA, the Company, is a Swiss company, incorporated in Neuchâtel, Switzerland. These Terms shall be governed by the laws of Switzerland, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in Switzerland, for any actions not subject to Section II., f., iv. (Arbitration).

If you are a consumer in the EEA(European Economic Area), in compliance with the GDPR regulationsthis will not deprive you of any protection you have under the law of the country where you live and access to the courts in that country.

vi. No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

vii. Parties
EGS SA, the Company, is Swiss Company, and our reference includes the Software in these Terms. Wherever you live, these Terms are a contract between you, the User and the Company.

viii. Effectivity Date
The Terms of this Agreement is effective as soon as you “Agree to the Terms of Service” upon registration of the Software Account.

g. Questions
Questions regarding our Terms of Service, Privacy Policy, or other policy related material can be directed to our support team at support@calcmenu.com.