Terms & Conditions
Version 1.0 – February 11, 2022
Welcome to the Terms and Conditions (these “Terms”) for the website, https://www.spatulafoods.com/ (the “Website”), operated on behalf of SPATULA Foods Inc. (“Company”, “Spatula”, “we” or “us”), and together with any content, tools, features and functionality and other services offered on or through our Website, including but not limited to the purchase of prepared frozen meals or a the purchase of a subscription plan for preprepared frozen meals (the “Services”).
By visiting our Website and/or purchasing a subscription from us, you engage in our “Service” or “Services” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Website, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read these Terms of Service carefully before accessing or using our Website. By accessing or using any part of the Website, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
1. WHO MAY USE THE SERVICES
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your province of residence, or that you are the age of majority in your province of residence and you have given us your consent to allow any of your minor dependents to use this Website.
You may not use our Services for any illegal, commercial use or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services by us.
2. SERVICES, SUBSCRIPTION SERVICE
2.1 Services. The Service permits you to view our inventory of freshly made, frozen food prepared by our chefs (“Frozen Meals”), purchase Frozen Meals for the applicable prices as listed on our Website or purchase gift cards for use on our Website. The Service also includes our Frozen Meal Subscription Plan (“Subscription Plan”) that allows you to subscribe to the delivery of boxes of eight (8), twelve (12) or sixteen (16) Frozen Meals on regular basis at pre-determined intervals, including but not limited to: weekly, biweekly, or every third week.
2.2 Service Availability. We only accept orders from individuals for delivery to locations within the Toronto area that can be serviced by our couriers, as described below (“Delivery Zone”). You will be able to use our Website to confirm whether or not your location is within our Delivery Zone.
2.3 Subscription Plan. You will be able to make modifications to your Subscription Plan, including the number of Frozen Meals delivered, the frequency of delivery of Frozen Meals, pausing your Subscription Plan for a certain interval of time and canceling your Subscription Plan at any time through the Website.
3. ORDERS, PAYMENT, PRICING
3.1 Order Confirmation. Upon receiving your payment, we will email you an order confirmation describing the Frozen Meals, gift card or Subscription Plan you selected. Following checkout (including during the period between checkout of your selected Frozen Meals on the Website) all or some of your selected Frozen Meals may no longer be available. Furthermore, any delivery dates requested are not guaranteed. If any such Frozen Meals are not available, someone from our team will contact you to discuss alternative options, including but not limited to substituting such Frozen Meals for other Frozen Meals or a cancellation of the purchase of such Frozen Meals with a full refund to you.
3.2 All Payments. You agree to pay us all applicable fees and taxes in Canadian Dollars. Payment can be made by credit card, debit visa or other means that we may make available. If complete payment for your order is not received and verified by us, your order will not be processed. You agree that (a) we may store your payment method (e.g. credit card), and (b) we may calculate taxes payable by you based on the delivery address that you provide us at the time of checkout, and you authorize us to charge your payment method for all applicable fees, including but not limited to amounts for your Subscription Plan, Frozen Meals or gift cards and applicable taxes. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
3.3 Subscriber Payment. If you register for our Subscription Plan you will be charged for the initial amount at checkout, followed by recurring weekly, biweekly or every third week based on your selected Subscription Plan, unless otherwise paused by You, as further detailed in our Subscription Terms available here: [link]. By entering into this Agreement, you acknowledge that your subscription to our Subscription Plans has an initial fee along with a recurring payment feature and you accept responsibility for all recurring charges until you provide advanced notice that you wish to pause or terminate this authorization. Where you have subscribed to our Subscription Plan, you have the option to pause your Subscription Plan delivery until 11:59 PM EST two (2) days before the scheduled delivery. If you do so, your Frozen Meals will not be delivered for that date; however, you will continue to be sent and billed for future Frozen Meals in accordance with your Subscription Plan (unless you pause or cancel your Subscription Plan). To terminate your authorization or change your payment method, or to terminate your Subscription Plan altogether, log on to your Account on our Website or email email@example.com.
3.4 Delivery. We currently support delivery of Frozen Meals to in the Delivery Zone. You must live in a residential apartment or home, or receive permission from employer or business owner to receive shipments from a business address. You are responsible for securing such permission. Terms of delivery are as follows:
Spatula’s designated authorized third party courier will deliver the Frozen Meals you have purchased to the address you provide us during the checkout process. The estimated delivery time and delivery status of your order will be specified on the Website. Additionally, you may receive status updates on the delivery of your Frozen Meals from our third party couriers,. We do not guarantee that the status updates made available on our Website are reliable, current or error-free Please note that we use a third party courier to deliver the Frozen Meals and we cannot guarantee the delivery time. It is possible that your Frozen Meals will arrive before or after the estimated delivery time on our Website. Typically, deliveries take place between 8:00 am and 10:00pm ET on the delivery date. We are not be responsible for any delays in delivery which are beyond our control, including but not limited to inclement weather or unforeseen delivery complications.
3.5 Refunds: If you would like a refund for your Frozen Meal, or request a refund following a modified, skipped or cancelled order, you must provide us with notice of your refund within thirty (30) days to firstname.lastname@example.org. We may provide you with a refund at our sole discretion. Where we have approved your refund request, we will refund you using your original method of payment amount equivalent to the value of the refunded item towards a future purchase. You will be able to see any refunded amounts by logging into your account on our Website.
3.6 Changes and Pricing. We reserve the right to change our subscription plans or adjust pricing for Frozen Meals and the Subscription Plans in any manner and at any time as we may determine in our sole and absolute discretion. We may, at any time, revise or change the pricing, availability, specifications, content, descriptions or features of any Frozen Meals. While we attempt to be as accurate as we can in our descriptions for the Frozen Meals, we do not warrant the descriptions of Frozen Meals are accurate, complete, reliable, current, or error-free. We reserve the right to discontinue, modify or limit the available quantity of any Frozen Meals and the Subscription Plans. We reserve the right to change prices for Frozen Meals displayed on the Services at any time, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Frozen Meals prices to the Website.
3.7 Right to Refusal. Without limiting the generality of any other section of these Terms, we reserve the right to limit or refuse any order you place with us. Further, we reserve the right to verify the validity of all orders and/or cancel any order if we find evidence of fraud, tampering and/or any other violation of these Terms. We may, in our sole and absolute discretion, limit or cancel quantities purchased per person, per household or per order with or without notice. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. We also reserve the right, in our sole and absolute discretion, not to ship items ordered or purchased through the Website to certain addresses. In the event that we are unable to or choose not to ship an item, you will be notified accordingly and the amount of that item charged in relation to your order will be reduced accordingly. Spatula also reserves the right at its sole discretion, to prohibit sales to distributors or resellers.
5. RIGHTS WE GRANT YOU
5.1 License Grant. Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the Website provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
5.2 Restrictions On Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
- download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
- duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
- use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
- use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
- exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
- access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; use the Services for illegal, harassing, unethical, or disruptive purposes; or
- violate any applicable law, rule or regulation in connection with your access to or use of the Services; or access or use the Services in any way not expressly permitted by these Terms.
6. OWNERSHIP AND CONTENT
6.1 Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.
6.2 Ownership of Trademarks. The Company’s name, the Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
6.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right, including waiver of moral rights) that you may have in and to any and all Feedback.
6.4 Posted Content. In connection with your use of the Services, you may be able to post, upload, or submit reviews, comments, photos, videos, and other content to be made available through the Services (“Posted Content”). By using the Service and posting Posted Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, perform, translate, create derivative works of, distribute, adapt and modify Posted Content. You agree that these rights and licenses are royalty free, perpetual, transferable, sub-licensable, worldwide and irrevocable. You grant the Company and its sublicensees the right to use the name that you submit in connection with Posted Content. By posting or submitting Posted Content through the Services, you represent and warrant that (a) you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Posted Content, (b) Posted Content is accurate, and (c) Posted Content and the use of Posted Content does not violate these Terms.
7. THIRD PARTY SERVICES AND MATERIALS
7.1 Use of Third Party Materials in the Services. Certain elements of the Service may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
8. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
8.1 Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
8.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law, rule or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Posted Content, or (e) your negligence or wilful misconduct.
9. ADDITIONAL PROVISIONS
9.1 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
9.2 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms, including but not limited to Section 9, shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
9.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
9.4 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in Canada. Those who choose to access the Services from locations outside Canada do so at their own initiative and are responsible for compliance with applicable local laws. These Terms and any dispute arising out of or relating to the Services or these Terms are governed by and will be construed in accordance with the laws of the Province of Ontario and federal laws of Canada, without regard to conflict or choice of law provisions. Other than proceedings in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis, you and the Company agree the provincial courts of Ontario will be the jurisdiction and legal venue for any court proceedings arising out of or relating to the Services or these Terms. Arbitration awards may be entered in any court of competent jurisdiction.
9.6 How to Contact Us. For more information about our terms and conditions, if you have questions, or if you would like to make a complaint, please contact us by e-mail at email@example.com.