Smorg Service Terms and Conditions
By using the Smorg Studio platform and Smorg App Hosting and Support Services (collectively referred to as “the Services”) of Activaite Ltd (company number 09522467) trading as Meal IQ (“Meal IQ”), and Smorg (“Smorg”), the Customer agrees to be bound by the following terms and conditions (“Service Terms and Conditions”)
1.1. Smorg reserves the right to update and change the Service Terms and Conditions from time to time, and so you should review this page regularly. The Service Terms and Conditions are maintained on the Meal IQ website, with each material change updating the “last update” date at the bottom of the page. Any new features that augment or enhance the Services, including the release of new tools and resources, shall be subject to the Service Terms and Conditions.
1.2. Continued use of the Services after any such changes shall constitute the Customer’s consent to such changes. The most current version of the Service Terms and Conditions at any time is at: https://www.mealiq.io/smorg-service-terms-and-conditions
1.3. Violation of any of the Service Terms and Conditions below will result in the termination of your Account.
1.4. Notwithstanding Smorg prohibitions on certain conduct and content as specified within these Service Terms and Conditions, the Customer hereby acknowledges and agrees that Smorg shall not be responsible for the content posted on the Services (“Content”) and The Customer hereby agrees to use the Service its own your own risk.
2. Customer Obligations
2.1. The Customer hereby agrees to the following obligations as conditions of using the Services:
2.1.1. The Customer must be 18 years of age or older to use the Services.
2.1.2. The Customer must provide its legal full name, a valid email address, full billing information and any other information requested in order to complete the registrations process and advise Smorg as soon as possible as to any changes or updates to such information.
2.1.3. The Customer is responsible for maintaining the security of its account and password. Smorg shall not be liable for any loss or damage arising from the Customer’s failure to comply with such security obligations.
2.1.4. The Customer is responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have gained access to the Customer’s account).
2.1.5. The Customer must not modify, adapt or hack the Services or modify another website so as to falsely imply that it is associated with the Services, or any other Smorg service.
2.1.6. The Customer may not use the Services for any illegal or unauthorised purpose.
2.1.7. The Customer must not violate any laws in its jurisdiction (including but not limited to copyright and other intellectual property laws) in any way connected (whether directly or indirectly) to its use of the Services, including but not limited to those related to privacy and data security.
2.1.8. The Customer must not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Smorg.
2.1.9. The Customer must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
2.1.10. The Customer must not transmit any worms or viruses or any code of a destructive nature.
3. Payments and Refund Terms
3.1. The Customer shall pay Smorg the monthly fee for the Services via credit card, debit card or bank transfer, the first such payment is taken in advance of service commencement. Payments thereafter are due to be made on the same day of each month thereafter.
3.2. The monthly fee shall be determined by the package selected by the Customer at the time of subscription, subject to any price adjustment made by Smorg in accordance with clause 5.1.
3.3. The Customer shall not, in any circumstances, be entitled to any refunds or credits for setup fees, payments in lieu of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
3.4. All fees payable in respect of the Services are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3.5. Smorg will use commercially reasonable efforts to have the Customer’s application approved by the appropriate mobile platform provider. Smorg are not able to guarantee acceptance. If a Customer’s application is denied by the appropriate mobile platform provider the Customer shall be entitled to cancel its account, however any payments received by Smorg prior to notification of non-acceptance by a mobile platform provider shall be non-refundable in accordance with clause 3.1.
3.6. Payments that are taken on behalf of Customers to process end user payments will be processed using Stripe using their Connected Accounts feature, which will require the Customer to open a Stripe account. Processed end user payments will be deposited to the Customer’s Stripe account less any agreed application fees levied for use of the Services. Receiving payouts to your bank are subject to the standard Stripe terms.
4. Payment Default Terms
4.1. In the event a Customer fails to meet payment of the subscription fee due in respect of the Services, the Customer shall be treated as being in default.
4.2. In the event of the Customer’s default, any information or files on Smorg’ host space, may be removed by Smorg at its sole discretion. Smorg shall not be responsible for any loss of data incurred as a result of the removal of the service, nor shall it have any liability in respect of such removal.
4.3. Removal of the Customer’s material from Smorg host space does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer’s account.
4.4. Customers with accounts in default agree to pay Smorg’s reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Smorg in enforcing these Service Terms and Conditions.
5. Cancellation and Termination
5.1. Smorg shall be entitled to cancel provision of the Services, without notice and without any obligation to refund any amount paid in lieu of the month of termination, in the event that the Customer: 4.1. is in default in respect of payment of any invoices or subscription fees; or 4.2. is in breach of any of the conditions set out in clause 2.1 or clause 7.
5.2. The Customer shall be entitled to cancel the Services at any time. Their cancellation will take effect within 1 working day of request and the Customer shall not receive a refund for fees paid in lieu of service. To Cancel your app you need to email firstname.lastname@example.org, cancellation can only be requested by the account owner.
5.3. Upon cancellation of the Services, your right to use the Service will immediately cease.
5.4. If the Customer cancels the Services prior to the end of the period for which the Customer has paid for the Services, cancellation will take effect immediately and no further charge will be made to the Customer.
5.5. If the Customer is in default and submits a cancellation request, such cancellation will not be affected until all overdue amounts are received by Smorg in cleared funds. Until such time as Smorg has received all outstanding sums due, the monthly fee in respect of the Services will continue to accrue notwithstanding any cancellation request.
6. Modifications to the Services and Prices
6.1. Smorg reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) and to revise the monthly fees payable in respect of the Services, in all cases with or without notice.
6.2. Smorg shall not be liable to the Customer or to any third party for any modification, price change, suspension or discontinuance of the Services.
6.3. From time to time, Smorg may issue an update to the Smorg systems that may add, modify, and/or remove features from the application. These updates may be pushed out automatically with little or no notice, although Smorg will take all reasonable steps to notify the Customer in advance of an upcoming update, including details on what the update includes.
7. Severance from Hosting Platform
7.1. The Customer may elect to sever its Content from Smorg’s platform (“Severance”). provided their account is not in default and subject to the payment by the Customer of a resubmission fee.
7.2. In the event of Severance, Smorg shall cease to have any obligations under these Service Terms and Conditions, and the Customer’s Content and App shall cease receiving updates and improvements to the Services. Accordingly, in such circumstances, it is likely that the functionality and performance of the Customer’s Content and App shall deteriorate over time. Smorg shall have no liability in respect of any such deterioration or loss of performance nor in respect of any losses arising, directly or indirectly, out of such deterioration.
8. Intellectual Property Rights and Content
8.1. Smorg claims no intellectual property rights over the material the Customer provides to the Service including Content.
8.2. All intellectual property rights (including source code) arising out of the creation and development of the Services by Smorg shall be and shall remain the sole property of Smorg.
8.3. Smorg is under no obligation to screen Content, but Smorg has the right (but not the obligation) in its sole discretion to refuse or remove any Content that is provided by the Customer.
8.4. To publish and update apps to Google Play and the Apple App Store, it is required we provide proprietary information and files such as, but not limited to, APKs, IPAs, P12s, keystore certificates, push notification certificates, etc. These files and information are a proprietary part of our Service and will not provided to Customers
8.5. We value input from our Customers, and are always interested in learning ways we can make the Service better. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related Feedback previously known to us, or developed by our employees, or obtained from sources other than you.
8.6. You permit us to use your company and/or trade name and logo on our website and other promotional materials.
9. General Conditions
9.1. The Customer’s use of Smorg Studio is at the Customer’s sole risk. The service is provided on an “as is” and “as available” basis. Technical support is only available via email. The technical support email address is email@example.com.
9.2. The Customer hereby authorises Smorg to use, reuse, and to grant others the right to use and reuse, its Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after the Customer’s use of the Services, for any purposes related to the Services.
9.3. The Customer hereby acknowledges that Smorg uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services and that Smorg cannot be held liable for any failure or delay on the part of such third party vendors and hosting partners.
9.4. Smorg has the authority, but not the obligation, to remove Content and Customer accounts containing Content that Smorg determines in its sole discretion to be actually or potentially unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or actually or potentially in violation of any party’s intellectual property rights or these Service Terms and Conditions.
9.5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Smorg customer, employee, member, or officer will result in immediate account termination.
9.6. The Customer hereby acknowledges and accepts that understand that the technical processing and transmission of the Services, including the Customer’s Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
9.7. Smorg does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
9.8. The Customer hereby acknowledged and agrees that Smorg shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Smorg has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
9.9. The failure of Smorg to exercise or enforce any right or provision of these Service Terms and Conditions shall not constitute a waiver of such right or provision.
9.10. These Service Terms and Conditions shall constitute the entire agreement between the Customer and Smorg and govern the Customer’s use of the Services, superseding any prior agreements between you and Smorg (including, but not limited to, any prior versions of these terms and conditions.
9.11. Under no circumstances shall Smorg’s liability under this agreement exceed the amount actually paid to Smorg by the Customer during the 12 months preceding the event which causes such liability to arise.
10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 10.2
10.2. Each party may disclose the other party's confidential information:
10.2.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this; and
10.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
11. Health Disclaimer
11.1 We make no guarantees as to potential outcomes arising from your use of the Services. You acknowledge and understand that no aspect of the Services should be construed as medical or any other form of advice or diagnosis. We cannot and do not accept any liability for any outcomes or consequences arising from your use of the Services, save to the extent set out in section 9.
12. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Last updated 12th May 2023