Terms and Conditions
Last updated: 11 August 2026
1. Definitions
In this Agreement, capitalised terms have the meanings given below. The words "including" and "such as" introduce examples and do not limit what precedes them.
- "Agreement" means these Terms and Conditions together with any Order Form, any data processing agreement signed by both parties, and the Documentation, as updated under section 21.
- "AI Features" means the parts of the Service that use artificial intelligence or machine learning, including extraction of data from supplier documents, drafting of allergen assessments, and generation of label content and Technical Data Sheets.
- "Authorised User" means an individual whom the Customer permits to access the Service under credentials issued to that individual.
- "Confidential Information" has the meaning given in section 14.
- "Customer" means the legal entity that accepts this Agreement or is named as customer on an Order Form.
- "Customer Data" means all data, documents and content that the Customer or its Authorised Users upload to or generate through the Service, including product specifications, recipes, bills of materials, ingredient and supplier records and declarations, and allergen data.
- "Documentation" means the user guidance and product descriptions that Ingredivo makes available for the Service from time to time.
- "Effective Date" means the date on which the Customer first accepts this Agreement, or the start date stated on an Order Form.
- "Fees" means the subscription charges for the Plan, the charges for Professional Services, and any other amounts payable under this Agreement.
- "GDPR" means Regulation (EU) 2016/679; "Personal Data", "controller" and "processor" have the meanings given in it.
- "Ingredivo", "we" and "us" mean Proof IT SIA, registration No. 40003689924, registered address BaznΔ«cas iela 19/23, RΔ«ga, Latvia.
- "Order Form" means an ordering document, quotation or online sign-up flow identifying the Plan, the Fees, the Subscription Term and any Professional Services.
- "Output" means content that the AI Features generate from Customer Data, including extracted specification data, allergen assessments, label content and Technical Data Sheets.
- "Plan" means the subscription tier selected by the Customer, such as Starter, Growth or Scale.
- "Professional Services" means implementation, integration, data migration, configuration, training and similar services ordered separately from the subscription.
- "Service" means the Ingredivo platform for food product specification management at https://app.ingredivo.eu, with its Documentation and support.
- "Subscription Term" means the initial term selected at sign-up or stated on an Order Form, and each renewal term.
- "Technical Data Sheet" means a product technical data sheet document generated by the Service from Customer Data, summarising a product's specification, composition, allergen and labelling information.
2. Scope, Acceptance and Business Customers Only
2.1 Parties. This Agreement is concluded between Ingredivo and the Customer, governs the Customer's access to and use of the Service, takes effect on the Effective Date, and continues until terminated under section 17.
2.2 Acceptance. The Customer accepts this Agreement by clicking to accept it at sign-up or by agreeing an Order Form that references it; where an Order Form is agreed, this Agreement is incorporated into it by reference. This Agreement is made available before acceptance in a form that the Customer can store and reproduce. If a person nevertheless accesses or uses the Service on the Customer's behalf without either step having occurred, that access or use constitutes acceptance of this Agreement.
2.3 Authority of the signer. The individual accepting this Agreement warrants that they are authorised to bind the Customer and that the Customer is a duly organised legal entity. An individual who is not so authorised must not accept it or use the Service.
2.4 Business customers only. The Service is offered exclusively to businesses acting in the course of a trade, business or profession, in particular food business operators, and not to consumers. The Customer warrants that it is not contracting as a consumer, and this Agreement is entered into by both parties in the course of their trade, business or profession.
2.5 Customer terms excluded. Any general terms, purchase order conditions, supplier codes or portal terms issued by the Customer are excluded and do not apply, even if Ingredivo does not object to them or performs after receiving them. This Agreement may be varied only in writing signed by an authorised representative of Ingredivo.
2.6 Self-hosted deployments. Where the parties agree a self-hosted deployment, separate terms and a specific Order Form may apply in addition to, or in place of, parts of this Agreement.
3. Accounts, Authorised Users and Customer Responsibilities
3.1 Account. The Customer must provide accurate registration and billing information and keep it current. Ingredivo may rely on instructions given from within the Customer's account and on notices sent to the email addresses registered in it.
3.2 Authorised Users. Plans include an unlimited number of Authorised Users unless an Order Form states otherwise. Credentials are personal and must not be shared between individuals. The Customer is responsible for the acts and omissions of its Authorised Users as if they were its own.
3.3 Security. The Customer is responsible for the confidentiality of credentials and for all activity under its account, and must notify Ingredivo without undue delay at [email protected], or at such other address as Ingredivo designates in the Service for security reports, of any unauthorised access or other security incident affecting its account.
3.4 Data and process controls. The Customer is responsible for the accuracy, legality and completeness of Customer Data, including the supplier declarations and specifications it uploads, and for the roles, permissions and approval workflows it configures, including the two-person maker-checker workflow. Ingredivo does not verify, audit or validate Customer Data or third-party supplier information.
4. Subscription Term, Renewal and Cancellation
4.1 Term and renewal. The Subscription Term begins on the Effective Date and runs for the period selected at sign-up or stated on the Order Form, being either one month or twelve months unless otherwise agreed. It renews automatically for successive periods of the same length at the then-applicable Fees unless cancelled under this section.
4.2 Monthly plans. The Customer may cancel a monthly subscription at any time in the Service or by written notice to [email protected]. Cancellation takes effect at the end of the then-current Subscription Term, and the Service remains available until that date.
4.3 Annual plans. Either party may give notice of non-renewal of an annual subscription no later than 30 days before the end of the then-current Subscription Term. Absent such notice, the subscription renews for a further twelve months.
4.4 Changes of Plan. Upgrades within the same billing period (monthly or annual) take effect immediately, with additional Fees charged pro rata for the remainder of the Subscription Term. Downgrades, and changes between monthly and annual billing, take effect at the start of the next Subscription Term and give rise to no refund.
5. Fees and Payment
5.1 Fees and billing. The Fees are those stated on the Order Form or, absent an Order Form, Ingredivo's published prices for the selected Plan. The published prices for each Plan, and the available billing periods, are those displayed at sign-up or in the Service at the time of the order, in each case excluding VAT. Fees are invoiced and payable in advance for each Subscription Term; Professional Services are invoiced under section 8.
5.2 Payment processing. Payments are processed through Ingredivo's third-party payment service provider (currently Revolut). The Customer must maintain a valid payment method and authorises Ingredivo and the payment service provider to charge it for all Fees as they fall due, including on each automatic renewal. Use of the payment instrument is additionally subject to the payment service provider's own terms. Ingredivo does not store full payment card details.
5.3 Taxes. All Fees are exclusive of VAT and of any other taxes, duties or levies. Where the Customer is established in an EU Member State other than Latvia and supplies a valid VAT identification number, the EU reverse charge applies and no Latvian VAT is added; otherwise Latvian VAT is added at the applicable rate. Amounts required to be withheld must be grossed up so that Ingredivo receives the full invoiced amount.
5.4 Failed and late payment. If a payment fails, the subscription may enter a short grace period during which the Service remains available, and the charge may be re-attempted at the next scheduled billing event. Ingredivo may notify the Customer of failed payments; the Customer remains responsible for keeping a valid payment method on file. Continued non-payment entitles Ingredivo to suspend under section 16 and terminate under section 17.
5.5 Disputed invoices. The Customer must notify Ingredivo in writing of a disputed invoice within 14 days of its date, giving reasons. Undisputed amounts remain payable when due. The Customer may not otherwise withhold or set off amounts payable.
5.6 Non-refundable. Except as expressly stated in sections 17.4, 18.2, 20.2, 21.1 and 22.3, Fees are non-refundable and prepaid Fees are not returned.
6. Price Changes
6.1 Right to change prices. Ingredivo may change its Fees for future Subscription Terms. A price change never takes effect during a Subscription Term that has already begun.
6.2 Notice. Ingredivo will give notice of a price change by email and, where practicable, in the Service, at least 30 days before the renewal date for monthly subscriptions and at least 60 days before the renewal date for annual subscriptions. The new Fees apply from that renewal date.
6.3 Objection right. If an increase exceeds 10% of the Fees for the equivalent Plan in the expiring Subscription Term, the Customer may terminate the affected subscription with effect from the renewal date by written notice given within 30 days of Ingredivo's notice and in any event before the renewal date; where the notice period makes that impossible, the Customer may object within 14 days of the renewal and receive a pro-rata refund from the objection date. This right does not apply where the change results from the Customer's own change of Plan or from additional modules or services. If the right is not exercised and the subscription renews, the new Fees apply.
7. Free Trial
7.1 Grant. Ingredivo may grant a free trial at its discretion. The scope and duration of a trial are those communicated when it is granted; unless stated otherwise, one trial is available per organisation. Where a trial is started for a selected Plan with a payment method on file, the trial converts automatically into a paid subscription of that Plan when the trial period ends, and the first Subscription Term is charged to that payment method, unless the Customer cancels before the trial ends. Where no payment method is on file, the trial expires and a paid subscription begins only when the Customer selects a Plan and accepts the applicable Fees.
7.2 Trial terms. Notwithstanding any other provision, the Service during a free trial is provided "as is" and "as available", without warranty, support commitment or availability commitment, and Ingredivo's liability in connection with a free trial is excluded to the fullest extent permitted by Latvian law, section 19.1 remaining unaffected.
7.3 No commercial use of trial Output. Output generated during a trial is for evaluation only. The Customer must not apply labels, Technical Data Sheets or other trial Output to packaging, publish them, or otherwise use them in connection with food placed on the market.
7.4 Trial data. Unless a paid subscription begins, Customer Data entered during a trial is deleted 30 days after the trial ends; the Customer should export anything it wishes to keep before then. Ingredivo may modify, suspend or withdraw a trial at any time.
8. Professional Services
8.1 Ordering and rates. Implementation, integration, data migration, configuration, training and similar Professional Services are ordered separately from the subscription, by Order Form or by written agreement including email. They are provided on a time-and-materials basis at Ingredivo's then-current hourly rates, invoiced monthly in arrears unless agreed otherwise. Reasonable out-of-pocket expenses agreed in advance are charged at cost.
8.2 Estimates are not binding. Any estimate, budget or indicative schedule is given in good faith for planning purposes only; it is not binding, not a fixed price, and not a guaranteed completion date.
8.3 Standard of performance. Ingredivo will perform Professional Services with reasonable professional care and skill using suitably qualified personnel. The obligation is one of means and not of result. The Customer must provide timely access to the information, systems, personnel and decisions reasonably required; delay or standing time caused by the Customer is chargeable at the applicable rates.
8.4 Prepaid hours. Where hours are purchased in advance, unused hours expire 12 months after purchase and are not refundable or transferable.
8.5 Deliverables. Configurations, templates, mappings, reports and other materials produced in the course of Professional Services are licensed to the Customer non-exclusively, for the duration of its subscription and for its internal business purposes; they are not assigned. Ingredivo retains all rights in its pre-existing materials, tools, methods and generic know-how, including know-how acquired during the engagement.
8.6 Liability. Ingredivo's liability arising out of Professional Services is subject to section 19, with the cap measured against the Professional Services fees paid in the 12 months preceding the event giving rise to liability.
9. The Service, Support and Availability
9.1 What the Service does. The Service is a platform for managing food product specifications. Its functionality includes AI-assisted extraction of supplier ingredient specifications from documents such as PDFs and images with human review; allergen assessment drawing on three sources, being recipe composition, facility cross-contamination and supplier cross-contamination; generation of label content for the European Union under Regulation (EU) No 1169/2011 and for the United States under FDA and FALCPA rules; generation of Technical Data Sheets; immutable versioning and an audit trail; change detection and an impact dashboard; and a two-person maker-checker approval workflow. Individual features may be added, changed or discontinued under section 21.
9.2 Right to use. Subject to this Agreement and payment of the Fees, Ingredivo grants the Customer a non-exclusive, non-transferable, non-sublicensable right, for the Subscription Term, to access and use the Service through its Authorised Users for the Customer's internal business purposes. All rights not expressly granted are reserved.
9.3 Support. Ingredivo provides support by email at [email protected] during its normal business hours on Latvian business days, using commercially reasonable efforts to respond promptly and resolve reported issues. Support covers the Service as delivered and does not include consultancy on food law, recipe formulation or the Customer's regulatory decisions.
9.4 Availability and maintenance. Ingredivo will use commercially reasonable efforts to make the Service available, and does not commit to a specific availability percentage under this Agreement. Availability may be affected by maintenance, factors outside Ingredivo's reasonable control, and suspension permitted under this Agreement. Ingredivo will give reasonable advance notice of planned maintenance where practicable; emergency maintenance, including security patching, may be carried out at any time without notice.
9.5 Subcontractors. Ingredivo may use subcontractors, hosting providers and other suppliers, and remains responsible for their performance of Ingredivo's obligations.
9.6 Beta features. Ingredivo may make features identified as beta, preview, early access or similar available at its discretion. Such features are provided "as is", may be changed or withdrawn at any time, are excluded from the warranty in section 18.1(b), and should not be relied on for production use.
10. AI Features and Output
This section is central to the Agreement. The Customer must read it carefully and bring it to the attention of the personnel who use the Service.
10.1 AI produces drafts, not compliant labels. The AI Features generate drafts intended to be reviewed by a competent human being. Output β including extracted specification data, allergen assessments, label content and Technical Data Sheets β is a working draft. It is not a finished label, not a regulatory submission, not a certification, and not confirmation that any product, recipe or label complies with any law. The Service is designed to support human review of Output, and the Customer must operate it so that a competent human being reviews and approves every Output before it is used, as set out in section 10.3.
10.2 No warranty of accuracy or regulatory conformity. AI Features are probabilistic. Output may be inaccurate, incomplete, inconsistent, out of date or unsuitable for the Customer's purpose, including where source documents are ambiguous, poorly scanned or in an unexpected format. Ingredivo gives no warranty, express or implied, that any Output is accurate or that it conforms to Regulation (EU) No 1169/2011, national implementing or supplementary measures in any Member State, United States federal or state requirements including FDA rules and FALCPA, or any other law, standard, private scheme or customer specification applicable to the Customer's products.
10.3 Mandatory human review before use. The Customer must review, verify and approve every Output, using its own qualified personnel, before that Output is printed, applied to packaging, supplied to a third party, published, or otherwise used in connection with food placed on the market, and must not rely on Output without such review. The maker-checker workflow, the audit trail and change detection are tools supporting the Customer's own controls; they do not replace the Customer's judgement, competence or verification obligations, and the Customer must not use the Service so as to bypass human review.
10.4 The Customer remains the responsible food business operator. As between the parties, the Customer is and remains the food business operator responsible for the food, its specification and its labelling under applicable food law, and retains sole responsibility for regulatory compliance and for the products it places on the market. Ingredivo is a software tool provider, not a regulatory consultant, food safety adviser, laboratory, certification body or law firm, and nothing in the Service, the Output or the Documentation constitutes legal, regulatory, nutritional, food safety or other professional advice. As between the parties, and for the purposes of Regulation (EU) 2024/1689 (the AI Act) to the extent it applies, the Customer is the deployer of the AI Features within its organisation and is responsible for using them under human oversight in accordance with this section.
10.5 Output is only as good as the inputs. Allergen and cross-contamination assessments and all other Output depend entirely on the Customer's own data and on supplier declarations provided to it by third parties. Ingredivo does not verify, audit, test or validate supplier data, recipes or facility information, and does not monitor whether they remain accurate. Changes in law, in supplier formulations, in ingredient sourcing or in the Customer's own processes may render previously generated Output incorrect, and the Customer is responsible for re-verifying Output when circumstances change.
10.6 Liability and indemnity position for Output. The exclusions and limitations in section 19, including the exclusion of recall costs, label reprinting costs, packaging write-offs, regulatory fines and third-party consumer claims, apply expressly and in full to Output and to any use of Output. Ingredivo's intellectual property indemnity in section 20.2 does not extend to Output, and Ingredivo gives no indemnity in respect of Output.
10.7 Acknowledgement in the Service. Ingredivo may require an Authorised User to acknowledge the obligations in this section within the Service, for example on exporting a label, and may record each acknowledgement in the audit trail. The Customer's obligations apply whether or not such an acknowledgement is presented.
10.8 Ownership and model training. As between the parties the Customer owns the Output, and Ingredivo does not train generalised AI models on identifiable Customer Data, as set out in section 11.
11. Customer Data, Intellectual Property and Feedback
11.1 Ingredivo's intellectual property. Ingredivo and its licensors own all rights in the Service, including its software, interfaces, algorithms, models, prompts, rule sets, reference data compiled by Ingredivo, label and document templates, database structures, Documentation and trade marks, and all improvements. The Customer receives only the rights expressly granted in this Agreement. The Service may incorporate third-party and open-source components used under their respective licences.
11.2 The Customer's data and Output. As between the parties, the Customer owns all Customer Data and all Output. Ingredivo claims no ownership of the Customer's recipes, specifications, supplier information or generated labels.
11.3 Licence to operate the Service. The Customer grants Ingredivo a non-exclusive, worldwide, royalty-free licence, for the duration of this Agreement and for the retrieval and deletion periods that follow it, to host, store, copy, transmit, process, display and adapt Customer Data and Output solely as necessary to provide, secure, support and administer the Service for the Customer and to comply with law. The Customer warrants that it holds all rights necessary to grant this licence and that Customer Data infringes no third-party rights.
11.4 No training of generalised models on identifiable Customer Data. Ingredivo does not use identifiable Customer Data or Output to train, fine-tune or otherwise improve AI models that are made available to other customers or used generally. Ingredivo may use aggregated and anonymised information that cannot reasonably be attributed to the Customer, to any product or to any identifiable person β such as volumes, error rates, performance metrics and security telemetry β to operate, secure and improve the Service.
11.5 Recipes and specifications are trade secrets. The parties acknowledge that recipes, formulations, bills of materials, product specifications, supplier identities and supplier commercial terms held in the Service are commercially sensitive trade secrets of the Customer. They are protected as Confidential Information under section 14, with the indefinite protection provided there, whether or not they contain Personal Data.
11.6 Feedback. If the Customer or an Authorised User provides suggestions, feature requests, bug reports or other feedback, the Customer grants Ingredivo a perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use, incorporate and commercialise it without obligation, attribution or compensation. Feedback must not include the Customer's Confidential Information, and Ingredivo is not obliged to implement it.
12. Data Protection
12.1 Roles. In respect of Personal Data contained in Customer Data, the Customer is the controller and Ingredivo is the processor. Each party complies with the data protection law applicable to it, including the GDPR and Latvian implementing law. The Customer is responsible for establishing a lawful basis for the processing and for the lawfulness of the Personal Data it uploads.
12.2 Details of the processing. For the purposes of Article 28(3) of the GDPR: the subject matter of the processing is the hosting and processing of Customer Data to provide the Service; the duration is the term of this Agreement plus the retrieval and deletion periods in sections 13 and 17; the nature and purpose of the processing are the storage, structuring, extraction, analysis and document generation functions of the Service and its support and administration; the types of Personal Data are identification, contact and professional data contained in Customer Data and account data of Authorised Users, such as names, business email addresses, job roles and the contact details of supplier and business-partner personnel; and the categories of data subjects are Authorised Users, the Customer's personnel, and the personnel of the Customer's suppliers and business partners appearing in Customer Data.
12.3 Ingredivo's processor commitments. In summary, and in accordance with Article 28 of the GDPR, Ingredivo:
- processes Personal Data only on the Customer's documented instructions, including this Agreement and the Customer's use of the Service, unless required otherwise by law, in which case it informs the Customer unless that law prohibits it;
- ensures that personnel authorised to process Personal Data are bound by confidentiality obligations;
- implements appropriate technical and organisational measures under Article 32, including access control, encryption in transit, logical separation of customer environments, logging and audit trails, backup and restoration procedures, and staff security training;
- engages sub-processors only under written terms imposing equivalent obligations; the Customer gives a general authorisation for sub-processors, and Ingredivo informs the Customer of intended changes and allows a reasonable period to object on reasonable grounds;
- assists the Customer, taking into account the nature of the processing, in responding to data subjects exercising their rights and with the obligations in Articles 32 to 36 concerning security, breach notification, impact assessments and prior consultation;
- notifies the Customer without undue delay after becoming aware of a personal data breach affecting Personal Data processed on the Customer's behalf;
- at the Customer's choice, deletes or returns Personal Data at the end of the provision of the Service, in line with the periods in sections 13 and 17, unless retention is required by law;
- makes available the information necessary to demonstrate compliance with Article 28 and allows for and contributes to audits, once per twelve-month period on reasonable notice, at the Customer's cost and subject to confidentiality, unless an audit or a breach reveals material non-compliance, in which case a follow-up audit is at Ingredivo's cost; and
- where Personal Data is transferred outside the European Economic Area, ensures an appropriate transfer mechanism under Chapter V of the GDPR, such as an adequacy decision or the European Commission's standard contractual clauses.
12.4 Signed data processing agreement. A data processing agreement reflecting these commitments, and containing the further detail required by Article 28(3), is available for signature on request to [email protected]. Where the parties sign such an agreement, it prevails over this section in respect of Personal Data.
12.5 Data that is not personal data. Customer Data such as recipes, formulations, specifications and supplier commercial terms is largely not Personal Data; to the extent it is not, it is protected under section 14 as Confidential Information and trade secrets rather than by data protection law. Personal Data contained in Customer Data is processed under this section 12.
12.6 Ingredivo as controller. Ingredivo acts as controller in respect of the account, contact, billing and usage data it processes to operate its business and its relationship with the Customer. That processing is described in the Privacy Policy at https://ingredivo.eu/privacy-policy.
12.7 Relationship to switching rights. The rights and periods in this section are separate from, and additional to, the switching and export rights in section 13, which have different triggers, a broader scope and their own deadlines.
13. Data Export and Switching Providers
13.1 Purpose. This section gives effect to Chapter VI of Regulation (EU) 2023/2854 (the "Data Act") on switching between data processing services, in addition to the Customer's ordinary ability to export its data at any time during the Subscription Term.
13.2 Right to switch. The Customer may at any time switch from the Service to another provider, port its data and digital assets to its own on-premise infrastructure, or require that its data be erased. Ingredivo will remove pre-commercial, commercial, technical, contractual and organisational obstacles to doing so. Ingredivo will support the Customer's exit strategy relevant to the Service, including by providing all reasonably relevant information.
13.3 Notice and transitional period. The Customer initiates switching by written notice to [email protected]. The maximum notice period Ingredivo requires is two months from receipt of that notice. A transitional period of 30 calendar days then begins, during which the Service remains available on the same terms and Fees and Ingredivo assists the Customer in porting its data and digital assets.
13.4 Extension where technically unfeasible. Where completing the switch within the 30-day transitional period is technically unfeasible, Ingredivo will notify the Customer within 14 working days of the switching request, give reasons, and propose an alternative transitional period not exceeding seven months.
13.5 Customer's extension right. The Customer may extend the transitional period once, for a period that it considers more appropriate for its purposes, by written notice to Ingredivo before the transitional period ends. During any extended or alternative transitional period, the Service remains available on the same terms and Fees, and section 13.10 continues to apply.
13.6 Retrieval period and erasure. After the transitional period ends, the Customer has at least 30 calendar days to retrieve its data. At the end of that period, Ingredivo erases the Customer Data in accordance with section 17.3.
13.7 Exportable categories. The following is an exhaustive specification of the categories of data and digital assets that the Customer can port out of the Service:
- product specifications, including all versions retained in the Service;
- recipes and bills of materials, including component quantities and hierarchy;
- ingredient and raw-material records and supplier records, including supplier specifications and declarations uploaded by or for the Customer;
- allergen declarations and allergen assessment results, including recipe, facility cross-contamination and supplier cross-contamination inputs;
- generated label content and Technical Data Sheet documents;
- user and audit metadata, including user accounts, roles, approval records, version history, change-detection records and timestamps;
- the source documents uploaded by the Customer, in the form in which they were uploaded; and
- the Customer's configuration settings in the Service, including roles, permissions and approval-workflow definitions, so far as they are exportable in a structured form.
13.8 Formats and documentation. Ingredivo makes those categories available in structured, commonly used and machine-readable formats β such as CSV or JSON for structured records and PDF for generated documents β through export functions in the Service and, where necessary, through assisted export. Ingredivo maintains, and on request to [email protected] provides, documentation of the switching process, the export functions and the data structures used.
13.9 Permitted exclusions. The export does not include Ingredivo's own software, source code, models, prompts, rule sets, reference data compiled by Ingredivo or internal system logs, nor any third party's trade secrets, nor derived material whose disclosure would reveal any of them.
13.10 No switching charges. Ingredivo does not impose charges for switching, for the export of the categories listed in section 13.7, or for the exercise of the rights in this section.
13.11 Termination on completion of switching; Fees. Where the Customer switches to another provider or to its own infrastructure, this Agreement, or the affected subscription, is terminated upon the successful completion of the switching process; where the Customer requests only the erasure of its exportable data, it is terminated at the end of the notice period under section 13.3. Ingredivo will notify the Customer of the termination. Termination under this section does not release the Customer from Fees already committed for the remainder of the then-current Subscription Term, which remain payable as they fall due and are not refunded; these amounts are the agreed remuneration for the committed Subscription Term and are not a charge for switching. Fees for the Service remain payable for the notice, transitional and any extended transitional periods during which the Service continues to be provided. Nothing in this section limits cancellation or non-renewal under section 4 or termination under section 17.
13.12 Severance. Any term of this Agreement found to be unfair or prohibited under the Data Act is void to that extent and severed from this Agreement, and the remaining terms continue in full force.
14. Confidentiality
14.1 Definition. "Confidential Information" means information disclosed by one party (the discloser) to the other (the recipient) in connection with this Agreement that is designated as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure. It includes Customer Data, recipes, formulations, bills of materials, product specifications, supplier identities and terms, product plans and pricing, security information, and the non-public terms of any Order Form.
14.2 Obligations. The recipient will use Confidential Information only for the purposes of this Agreement; will not disclose it except to personnel, professional advisers, affiliates and subcontractors who need to know it and are bound by obligations at least as protective; and will protect it with at least the care it uses for its own confidential information and in no event less than reasonable care. The recipient is responsible for any breach by those to whom it discloses.
14.3 Exceptions. Confidential Information does not include information that: (a) is or becomes public without breach by the recipient; (b) was lawfully known to the recipient free of any obligation of confidence before disclosure; (c) is independently developed by the recipient without use of the discloser's Confidential Information; or (d) is lawfully received from a third party without restriction.
14.4 Compelled disclosure. The recipient may disclose Confidential Information to the extent required by law or by a court or regulatory order, provided that, where lawful and practicable, it gives the discloser prompt notice and reasonable assistance to seek protective treatment and discloses only what is required.
14.5 Duration. These obligations apply during the term of this Agreement and for five years afterwards. For information that constitutes a trade secret, including recipes, formulations, product specifications and supplier terms, they continue without time limit for as long as the information retains the character of a trade secret.
14.6 Return or destruction. On the discloser's written request after termination, the recipient will return or destroy Confidential Information in its possession, except for copies retained in routine backups or as required by law, which remain subject to this section while retained.
15. Acceptable Use
15.1 Restrictions. The Customer must not, and must not permit any Authorised User or third party to:
- reverse engineer, decompile or otherwise attempt to derive the source code, model weights, prompts, rule sets or underlying structure of the Service, except where this restriction is prohibited by mandatory law, or create derivative works of the Service or the Documentation;
- resell, rent, lease, sublicense or make the Service available to any third party, or operate it as a service bureau, except for group companies expressly identified on an Order Form;
- scrape, crawl, bulk-extract or harvest ingredient, additive, allergen or regulatory reference data from the Service by automated or manual means, other than exporting the Customer's own data through the functions provided;
- conduct benchmarking or competitive analysis of the Service, or publish performance or evaluation results, without Ingredivo's prior written consent;
- use the Service, Output or information obtained from it to build, train or improve a competing or substantially similar product or service;
- access the Service where the Customer or the accessing party is a competitor of Ingredivo, without Ingredivo's prior written consent;
- circumvent technical limits, security measures, rate limits, tenant separation, or authentication or licensing controls, or conduct penetration or load testing without Ingredivo's prior written authorisation;
- upload or process unlawful, infringing or malicious content, malware, or content the Customer has no right to process, or use the Service in breach of applicable export control, sanctions or anti-corruption laws; or
- use the Service in any way that damages, disables or overburdens it or interferes with another customer's use of it.
15.2 Responsibility. The Customer is responsible for compliance with this section by its Authorised Users and by anyone accessing the Service through its account. Breach of this section is a material breach of this Agreement.
16. Suspension
16.1 Grounds. Ingredivo may suspend the Service, or an individual Authorised User's access, in whole or in part, where: (a) there is a security threat, suspected compromise or unauthorised access; (b) the Customer or an Authorised User breaches section 15 or uses the Service unlawfully; (c) continued provision would expose Ingredivo, the Service or other customers to material risk or legal liability; (d) suspension is required by law or by a competent authority; or (e) any amount remains unpaid more than 14 days after a payment reminder.
16.2 Notice and scope. Ingredivo will give notice before suspending or, where prior notice is not practicable, promptly afterwards; will limit the suspension to what is reasonably necessary; and will restore access promptly once the grounds have been resolved. Where the grounds are not resolved within a reasonable period, or recur, Ingredivo may terminate under section 17.
16.3 Fees continue. Suspension does not suspend or reduce the Customer's obligation to pay Fees for the affected period, except where the suspension results from Ingredivo's own error.
17. Termination and Effects of Termination
17.1 Termination for cause. Either party may terminate this Agreement, or the affected subscription, with immediate effect by written notice if the other commits a material breach capable of remedy and fails to remedy it within 30 days of written notice specifying the breach. Ingredivo may terminate with immediate effect if the Customer becomes insolvent, enters liquidation or comparable proceedings or ceases to carry on business; commits fraud; breaches section 14 or section 15 in a manner not capable of remedy or that recurs after notice; or infringes Ingredivo's intellectual property rights. Ingredivo may also terminate this Agreement or any subscription for convenience on at least 90 days' written notice, with effect no earlier than the end of the notice period, in which case section 17.4's pro-rata refund applies.
17.2 Effect on access. On termination or expiry, the right of the Customer and its Authorised Users to access the Service ends and all Fees accrued to the effective date become immediately due.
17.3 Data retrieval and deletion. For 30 days after termination or expiry, the Customer may retrieve Customer Data using the export functions or, where necessary, with Ingredivo's assistance. After that retrieval period, Ingredivo deletes Customer Data from its production systems no later than 75 days after termination and purges it from backups in the ordinary course of its backup cycle. Ingredivo may retain data where required by law, and retained data remains subject to section 14. Where section 13 applies, the periods in that section govern the switching process.
17.4 Refunds. Prepaid Fees are not refunded on termination, except that where Ingredivo terminates for convenience under section 17.1, or the Customer terminates for Ingredivo's material breach unremedied under section 17.1, Ingredivo will refund pro rata the Fees prepaid for the unused remainder of the Subscription Term. Where the Customer's subscription ends before the end of the then-current Subscription Term because Ingredivo terminates for the Customer's material breach, the Fees committed for the remainder of that Subscription Term remain payable as they fall due, as agreed remuneration for the committed term and not as a penalty, credited with any amounts Ingredivo actually saves or earns by reason of the early ending.
17.5 Survival. Sections 1, 2.4, 5 in respect of accrued amounts, 8.5, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 23, 24 and 25 survive termination or expiry, together with any other provision that by its nature is intended to survive.
18. Warranties and Disclaimers
18.1 Ingredivo's warranties. Ingredivo warrants that: (a) it has the right and authority to enter into this Agreement and grant the rights granted in it; (b) the Service will perform materially in accordance with the Documentation during the Subscription Term; and (c) it will provide the Service and any Professional Services with reasonable professional care and skill.
18.2 Sole remedy for breach of warranty. If the Service does not conform to section 18.1(b), the Customer must notify Ingredivo promptly with detail sufficient to reproduce the issue, and Ingredivo will use commercially reasonable efforts to correct it. If it fails to do so within a reasonable period, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the affected period. This is the Customer's sole and exclusive remedy for breach of that warranty.
18.3 Disclaimer. Except as expressly stated in section 18.1, and to the fullest extent permitted by law, the Service, the Output, the Documentation and all support are provided "as is" and "as available", and Ingredivo disclaims all other warranties, conditions and terms, whether express, implied or statutory, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy and non-infringement. In particular, Ingredivo does not warrant that the Service will be uninterrupted, secure or error-free; that all defects will be corrected; that data will not be lost or corrupted; that the Service or any Output will meet the Customer's requirements; or that the Service or any Output complies with any food, labelling, nutrition, allergen or other regulatory requirement applicable to the Customer or its products. Ingredivo gives no warranty in respect of supplier documents, third-party reference data or third-party services and integrations.
18.4 Customer's warranties. The Customer warrants that it has authority to enter into this Agreement; that it holds all rights necessary for Ingredivo to process Customer Data as contemplated; that the Customer Data it provides is accurate and lawful; that it will comply with all laws applicable to its products, labelling and business; and that it will comply with the review and verification obligations in section 10.
19. Limitation of Liability
19.1 Liability that cannot be limited. Nothing in this Agreement excludes or limits either party's liability for intent or wilful misconduct, gross negligence, death or personal injury caused by its negligence, fraud, or any other liability that may not lawfully be excluded or limited under the law of the Republic of Latvia.
19.2 Exclusion of indirect and consequential loss. Subject to section 19.1, neither party is liable for indirect, consequential, special, incidental or punitive loss, nor for loss of profits, revenue, anticipated savings, business, contracts or opportunity, loss of goodwill or reputation, business interruption, or loss or corruption of data beyond the cost of restoring it from the most recent available backup β in each case however caused and whether or not foreseeable.
19.3 Food-specific exclusions. Subject to section 19.1, and regardless of whether such losses would otherwise be characterised as direct, Ingredivo is not liable for: product recall, withdrawal or public notification costs; label, artwork or specification redesign costs; label and packaging reprinting costs; write-off, destruction or disposal of packaging, labelling materials, ingredients or finished goods; product rework, re-testing or re-certification costs; regulatory or administrative fines, penalties, sanctions or enforcement costs imposed on the Customer; claims brought against the Customer by consumers or other third parties, including claims relating to allergens, personal injury or misdescription; loss of retail or wholesale listings or customer contracts; or the cost of corrective advertising or customer communications. These exclusions apply expressly to any liability arising out of or in connection with Output.
19.4 Aggregate cap. Subject to section 19.1, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total Fees paid by the Customer under this Agreement in the 12 months immediately preceding the first event giving rise to the liability, with a minimum of the Fees for one month of the Plan in force at the time of the first event giving rise to the liability. Where the liability arises out of Professional Services, the cap is measured against the Professional Services fees paid in that period. During a free trial, Ingredivo's liability is limited as stated in section 7.2. The cap is an aggregate cap and is not multiplied by the number of claims; connected events or claims arising from the same or a related cause constitute a single claim.
19.5 Exclusions from the cap and allocation of risk. Section 19.4 does not limit the Customer's obligation to pay Fees or the Customer's liability under section 20.1. The parties acknowledge that the limitations in this section reflect a deliberate allocation of risk and are reflected in the level of the Fees.
20. Indemnities
20.1 Customer indemnity. The Customer will indemnify, defend and hold harmless Ingredivo and its officers, employees and subcontractors against all third-party claims, and all losses, damages, liabilities, fines, penalties, settlements, costs and reasonable legal fees arising from them, to the extent they arise out of: (a) Customer Data, including any allegation that it infringes intellectual property rights, misappropriates a trade secret or is unlawful; (b) the Customer's use of Output, including the application of labels, allergen declarations or Technical Data Sheets to products, packaging or marketing materials and the placing of any product on the market; (c) the Customer's breach of section 15; or (d) the Customer's breach of food, labelling, product safety, consumer protection or advertising law.
20.2 Ingredivo intellectual property indemnity. Ingredivo will indemnify and defend the Customer against third-party claims alleging that the Service, as provided by Ingredivo and used in accordance with this Agreement, infringes a copyright, trade mark, database right or patent enforceable in the European Union, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or is reasonably likely, Ingredivo may, at its option and cost, procure the right for the Customer to continue using the Service, modify or replace it so that it is non-infringing while materially preserving functionality, or, if neither is reasonably achievable, terminate the affected subscription and refund prepaid Fees for the unused remainder of the Subscription Term.
20.3 Exclusions from Ingredivo's indemnity. Section 20.2 does not apply to any claim arising from: Output, in respect of which no indemnity is given; Customer Data or other material supplied by or for the Customer; combination or use of the Service with products, data or services not provided by Ingredivo, where the claim would not have arisen but for that combination; modification of the Service by anyone other than Ingredivo; use of the Service contrary to this Agreement or the Documentation; continued use after a non-infringing correction or replacement has been made available; use during a free trial; or a self-hosted deployment operated otherwise than in accordance with Ingredivo's instructions.
20.4 Procedure. The indemnified party must notify the indemnifying party promptly in writing, give it sole control of the defence and settlement β except that no settlement imposing a non-indemnified obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld β and provide reasonable cooperation at the indemnifying party's cost. Late notice relieves the indemnifying party only to the extent it is prejudiced.
20.5 Exclusive remedy. Section 20.2 states the Customer's sole and exclusive remedy, and Ingredivo's entire liability, for any claim of intellectual property infringement relating to the Service.
21. Changes to the Service and to these Terms
21.1 Changes to the Service. Ingredivo may develop, change, add to and discontinue features of the Service from time to time, including to reflect changes in law, technology, security requirements or product direction. Where a change materially and adversely reduces the core functionality of the Customer's Plan, Ingredivo will give at least 30 days' notice, and the Customer may terminate the affected subscription with effect from the date the change takes effect and receive a pro-rata refund of prepaid Fees for the unused remainder of the Subscription Term. Changes required for security, legal compliance or the integrity of the Service may take effect immediately without notice; where such a change also materially and adversely reduces the core functionality of the Customer's Plan, the termination and refund right in this section applies from the date of the change.
21.2 Changes to these Terms. Ingredivo may amend this Agreement from time to time, giving at least 30 days' notice of a material amendment by email to the Customer's registered address and, where practicable, in the Service, stating the effective date. Amendments required by mandatory law or by a competent authority, or needed to address a security or legal risk, may take effect immediately with notice given as soon as practicable.
21.3 Acceptance and objection. Continued use of the Service after the effective date of an amendment constitutes acceptance of it. If the Customer objects in writing before that date, the version in force immediately before the amendment continues to apply until the end of the then-current Subscription Term, after which the amended version applies on renewal unless the Customer gives notice of non-renewal under section 4.
22. Force Majeure
22.1 Relief. Neither party is liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control (a "Force Majeure Event"), and the affected obligations are suspended for the duration of the event and its effects.
22.2 Examples. A Force Majeure Event includes natural disasters and severe weather; epidemic or pandemic; war, terrorism, sabotage, civil unrest and armed conflict; cyber-attack, including denial-of-service and ransomware attacks, affecting a party or its suppliers; failure of utilities, telecommunications networks, internet infrastructure, data centres or cloud infrastructure providers; industrial action; and acts, orders, embargoes or sanctions imposed by any government or competent authority.
22.3 Notice, mitigation and termination. The affected party must notify the other without undue delay, describing the event and its expected effect, and must use reasonable efforts to mitigate and resume performance. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without liability, and Ingredivo will refund pro rata the prepaid Fees for the unused period after termination.
22.4 Payment not excused. A Force Majeure Event does not relieve the Customer of its obligation to pay Fees due for the Service already provided or for periods in which the Service remains available.
23. General Provisions
23.1 Assignment. The Customer may not assign or transfer this Agreement without Ingredivo's prior written consent, not to be unreasonably withheld; consent is not required for a transfer to an affiliate in an internal group reorganisation, or to a successor in a merger or sale of all or substantially all of the Customer's business or assets, provided the transferee is not a competitor of Ingredivo and the Customer gives written notice. Ingredivo may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its business or assets. Any purported assignment in breach of this section is void.
23.2 Severability and reformation. If any provision is held invalid, illegal or unenforceable, the parties will replace it with a valid provision that comes as close as possible to the economic and legal intent of the original, and the remaining provisions continue in full force.
23.3 Entire agreement and order of precedence. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, marketing materials, discussions and understandings. Each party confirms that it has not relied on any statement not set out in this Agreement, although nothing excludes liability for fraud. In the event of conflict, the order of precedence is: (a) the Order Form; (b) any data processing agreement signed by both parties; (c) these Terms and Conditions; and (d) the Documentation.
23.4 Notices. Notices to the Customer are given by email to the administrative or billing address registered in its account and, where relevant, in the Service, and are deemed received on the day of sending unless the sender receives a delivery failure. Notices to Ingredivo are given by email to [email protected] and are deemed received on the next business day; notices concerning data protection or security should additionally be sent to [email protected], or to such other address as Ingredivo designates in the Service for security reports. Notices of termination or of legal claims may also be sent by post to Ingredivo's registered address.
23.5 No waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise. A waiver is effective only if given in writing.
23.6 No partnership and no third-party rights. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other. This Agreement confers no rights on any person other than the parties and, where expressly stated, the persons indemnified under section 20.
24. Governing Law and Disputes
24.1 Governing law. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the law of the Republic of Latvia, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24.2 Good-faith negotiation. Before commencing proceedings, the party raising a dispute must give the other written notice describing it, and the parties' senior representatives will attempt in good faith to resolve it for 30 days from that notice.
24.3 Jurisdiction. Subject to section 24.4, the courts of Riga, Republic of Latvia, have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination.
24.4 Interim and injunctive relief. Either party may apply at any time, without first following section 24.2, to any court of competent jurisdiction for interim, injunctive or other equitable relief to protect its intellectual property rights or Confidential Information, or to prevent unauthorised use of the Service.
25. Language
25.1 Binding version. This Agreement is concluded in English, and the English version is the sole binding version.
25.2 Translations. Ingredivo may make translations of this Agreement, of the Service interface and of its website available for the convenience of customers and users. Such translations do not become part of this Agreement and are not sources for interpreting it.
25.3 Discrepancies. In the event of any discrepancy or difference in meaning between the English version and any translation, the English version prevails.
26. Contact Details
