Effective December 1, 2021
1. What do these Korean Recipe Hub Terms cover?
1.1. These terms and the documents referred to in them (we refer to these as the Korean Recipe Hub Terms) govern your application, selection and participation in the Samsung Food Korean Recipe Hub (referred to in these terms as the Korean Recipe Hub). The Korean Recipe Hub is open to applications from both individual and corporate creators, and you and your shall, where used in these Korean Recipe Hub Terms, be construed to cover both types of creator.
1.2. If you are selected by Samsung Food to take part in the Korean Recipe Hub then you must also comply with the Samsung Food Standard Terms and the Samsung Food Policies, although in the event of any conflict between these Korean Recipe Hub Terms and the Samsung Food Standard Terms or the Samsung Food Policies, then these Korean Recipe Hub Terms will prevail to the extent related to your participation in the Korean Recipe Hub.
1.3. The Korean Recipe Hub is operated by Foodient Ltd. (we or us). We are a limited company registered in England and Wales with company number 8001091 and have our registered office at 483 Green Lanes, London, N13 4BS, UK. Our VAT number is 140606741.
2. Application process
2.1. You may apply to participate in the Korean Recipe Hub by completing and submitting the form for applying to the Creator Fund (the Application Form). In completing the Application Form, you must specify the number of recipes that you propose to provide if your application is successful. The Application Form and process will also contain a link to or further information about the Korean Recipe Hub financial proposition, including the sums which you may be able to earn once you have been accepted to participate in the Korean Recipe Hub, and the basis upon which any such sums are calculated (we refer to this document as the Financial Proposal).
2.2. Please read these Korean Recipe Hub Terms carefully before you apply to participate in the Korean Recipe Hub. By applying to participate in the Korean Recipe Hub, you confirm that you accept these Korean Recipe Hub Terms and that you will comply with them. If you do not agree to these Korean Recipe Hub Terms you are not entitled to participate in the Korean Recipe Hub and must refrain from applying or participating in it.
3. Selection
3.1. Upon receipt by us of your Application Form, we shall review your application and shall determine whether to accept you as a participant in the Korean Recipe Hub. Your acceptance as a participant in the Korean Recipe Hub is solely at our discretion and we are not obliged to give reasoning behind our decision to accept or reject your application.
3.2. We may choose a range of criteria from time to time in assessing who we accept to participate in the Korean Recipe Hub. In any event, you must meet at least the following criteria (and be able to demonstrate the same to us on request):
3.2.1. if you are an individual, you must be: (i) a legal resident of a country or jurisdiction that you have informed us of; and (ii) 18 years of age or older;
3.2.2. if you are a corporate entity, you are fully incorporated and have your registered office in a country or jurisdiction that you have informed us of;
3.2.3. your Samsung Food account must be active and you must not, in our sole opinion, be in breach of the Samsung Food Standard Terms or the Samsung Food Policies; and
3.2.4. you have set up an account with a payment provider approved by us as set forth in the Financial Proposal (the Payment Account), which (for both individuals and corporate entities) is registered in your own name.
3.3 Employees, officers and contractors (or similar) of Samsung Food or any of our group companies are not eligible to participate in the Korean Recipe Hub.
4. Participation and your commitment to us
4.1. Upon selection to participate in the Korean Recipe Hub, you shall be entitled to create content and post it on the Samsung Food platform using the content posting process designated by us from time to time.
4.2. Once your application is accepted by us, you shall be entitled to participate in the Korean Recipe Hub until your participation is terminated (either by us or by you) pursuant to section 6.1.
4.3. In participating in the Korean Recipe Hub you represent, warrant and undertake that:
4.3.1. you shall comply at all times with: (i) these Korean Recipe Hub Terms, the Samsung Food Standard Terms and the Samsung Food Policies; and (ii) all applicable laws, regulations and codes of practice relating to your participation in the Korean Recipe Hub, and in each case shall notify us as soon as you become aware of any fact or circumstance which does or may cause you to be in breach of the same;
4.3.2. all content created and posted by you will comply with the Samsung Food Standard Terms and the Samsung Food Policies at all times. In particular (but without limit) we would remind you of sections 5, 7 and 8 of the Samsung Food Standard Terms, which apply to the content you post as part of your participation in the Korean Recipe Hub as well as any other content you post on the Samsung Food platform;
4.3.3. you shall be responsible for paying any and all sums due to any third parties with respect to the content you post on the Samsung Food platform, including any applicable licence fees;
4.3.4. you shall ensure that all content meets our community standards found at Samsung Food User Community Guidelines and that all content created and posted is of a high quality and represents the type of content with which we would reasonably be expected to want to associate;
4.3.5. you shall act in good faith towards us in connection with your participation in the Korean Recipe Hub;
4.3.6. you shall obtain, maintain and comply with, at your own cost, all necessary licences, permits and consents required for you to participate in the Korean Recipe Hub and to create and post content on the Samsung Food platform; and
4.3.7. you shall maintain your Payment Account and shall ensure that you comply with all terms and conditions applicable to your Payment Account.
5. Financials
5.1. In consideration of you creating and posting content on the Samsung Food platform, we shall pay to you such sums as you may earn from providing the number of recipes set out in the Application Form (as adjusted in accordance with the Financial Proposal, where applicable) multiplied by the rate per recipe specified in the Financial Proposal (such sums, if any, the Payment).
5.2. The Financial Proposal sets out the basis on which you are able to earn monetary payment from the Korean Recipe Hub.
5.3. We shall be entitled to change the Financial Proposal from time to time and shall notify you of any such changes and the date from which the changes will take effect. After such date any sums earned by you from the creation and posting of content on the Samsung Food platform will be earned and paid in accordance with the revised Financial Proposal. If you do not agree to the revised Financial Proposal then you may terminate your participation in the Korean Recipe Hub pursuant to section 6.1.
5.4. When you have provided the number of recipes specified in the Financial Proposal (which number may be adjusted as set out in the Financial Proposal), you shall submit an invoice to us for the Payment and we shall pay the same within 30 days of the date on which we receive your valid invoice. For your invoice to be ‘valid’ it shall include details of your Payment Account and such other details as we may require and which will be notified to you at the time of your acceptance as a participant in the Korean Recipe Hub.
5.5. All payments made by us pursuant to these Korean Recipe Hub Terms shall be less any third party transaction fees, which we shall be entitled to deduct from the Payment.
5.6. You shall be responsible for all taxes, contributions, commissions or other sums arising out of the payment or receipt of the Payment (irrespective of the country or jurisdiction in or relating to which the same arise). If we are required to withhold any taxes from the Payment, then we shall make payment to you less a deduction for the taxes required to be withheld and such payment will constitute full settlement of the Payment sums owing to you.
5.7. You acknowledge that it is your responsibility to ensure that your Payment Account is set up to receive payment from us. Accordingly:
5.7.1. we assume no responsibility for any delay, failure or inability to transfer the Payment to your Payment Account for reasons that are outside of our control, including (without limit) your country or jurisdiction of location, or your failure to comply with these Korean Recipe Hub Terms, the Samsung Food Standard Terms, the Samsung Food Policies or the terms and conditions associated with any Payment Account;
5.7.2. you shall pay all fees or charges relating to the use or operation of the Payment Account;
5.7.3. we shall not be obliged to notify you if we are unable successfully to remit payment to your Payment Account; and
5.7.4. you agree to accept any funds remitted to your Payment Account by us within 30 days of the date of any such remittance, and any failure to do so may lead to your forfeiting such funds and/or such funds being unavailable for withdrawal.
5.8. The Korean Recipe Hub is designed to drive real and authentic engagement with quality, legitimate content. In the event that we determine, in our sole discretion, that any content posted by you breaches these Korean Recipe Hub Terms, the Samsung Food Standard Terms or the Samsung Food Policies, then at our election you may forfeit your right to receive the Payment or we may otherwise change (in part or in full) the Payment as we shall see fit or set-off any such adjustment against any future sums due to you. If there are no future sums due to you (e.g. because your participation in the Korean Recipe Hub Fund has ceased) then we shall submit an invoice to you for any such relevant adjustment sums and you shall pay such invoice within 30 days of the date of the invoice.
5.9 We correspond with and are introduced to some Creators through third party networks, and if this applies to you (which will be set out in your Financial Proposal) the relevant network will act on your behalf at your request and arrange our contract with you (governed by these Korean Recipe Hub Terms as described above). In such instances, whilst our contract will be with you, the relevant network will be responsible for administering (e.g. submitting invoices to us for sums due to you) and receiving on your behalf the Payment we make pursuant to these Korean Recipe Hub Terms. This clause 5 shall continue to apply to you in these situations, however the following shall apply from a practical perspective:
5.9.1 any reference to our paying sums to you in these Korean Recipe Hub Terms shall be deemed to be a reference to our paying sums to the relevant network on your behalf and we will not be obliged to pay any sums directly to you whatsoever; and
5.9.2 the relevant network will be responsible for submitting invoices to us (clause 5.4).
Your contract with the relevant network ought to set out how you will be paid by the network and we would recommend you are aware of the terms of that arrangement.
6. Termination
6.1 Either you or we may terminate your participation in the Korean Recipe Hub at any time on giving notice to the other.
6.2. Termination of your participation in the Korean Recipe Hub shall not affect:
6.2.1 any rights or liabilities which have accrued prior to the date on which your participation terminates; or
6.2.2. the continuance in force of any provision of these Korean Recipe Hub Terms, the Samsung Food Standard Terms or the Samsung Food Policies which expressly or by implication is intended to come into or continue in force after the date on which your participation terminates.
6.3. In the event that your participation in the Korean Recipe Hub Fund is terminated and you are not in Default (as defined below) at or in the 30 days prior to the date termination, we shall pay any outstanding sums due to you up to the date on which your participation in the Korean Recipe Hub terminates within a reasonable period of time following the date of termination. Following any such payment we shall have no further liability to you for any further payments in connection with your participation in the Korean Recipe Hub.
6.4. In the event that you are in Default at or in the 30 days prior to the date on which your participation in the Korean Recipe Hub terminates, we shall not be obliged to pay any further sums to you on or after the date on which your participation in the Korean Recipe Hub is terminated or notice is given to such effect, and you shall forfeit any such sums which would otherwise be owed to you.
6.5. For the purposes of these Korean Recipe Hub Terms, Default means any of the following:
6.5.1. if you are in breach of these Korean Recipe Hub Terms, the Samsung Food Standard Terms or the Samsung Food Policies;
6.5.2. if you operate, or in our reasonable opinion, are likely to operate, whether by act or omission in a manner that is to the detriment of our reputation or interests or that of any of our group companies from time to time, the Samsung Food platform or another user of the Samsung Food Platform; or
6.5.3 if you suffer any corporate action, application, order, proceeding or appointment or other step is taken or made by or in respect of you for any composition, compromise or arrangement with any of your creditors, any restructuring plan, any moratorium, your winding-up (other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation), dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if you are unable to pay your debts as they fall due, or if you cease to trade or if a distress, execution or other legal process is levied against any of your assets which is not discharged or paid out in full within three days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which you are incorporated, resident or carry on business.
6.6. If you are not in Default at or in the 30 days prior to the termination of your participation in the Korean Recipe Hub, you shall be entitled to reapply to participate in the Korean Recipe Hub at a future date. Any such reapplication should be made using the Application Form and following the associated online process.
7. Our liability to you with respect to the Korean Recipe Hub
7.1. Subject to clauses 7.2 and 7.3, our total liability to you in respect of all claims (and series of related claims) arising in each calendar year in which you participate in the Korean Recipe Hub, is limited to a sum equal to the total Payment paid to you in such calendar year.
7.2. We will not be liable for any loss or damage you suffer that is not a foreseeable result of our breach of these Korean Recipe Hub Terms or our negligence. Loss or damage is foreseeable if they were an obvious consequence of our breach or negligence.
7.3. Our liability shall not be limited or excluded by any provision of these Korean Recipe Hub Terms to the extent prohibited or limited by law and in particular nothing in these Korean Recipe Hub shall exclude or limit liability:
7.3.1. for death or personal injury caused by negligence to the extent prohibited by law;
7.3.2. for fraudulent misrepresentation or other fraud.
7.4. Except as expressly set out in these Korean Recipe Hub Terms all warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on our part, in respect of compliance with descriptions, quality or fitness for purpose are excluded except to the extent such exclusion is prohibited or limited by law.
8. Other important terms
8.1. If any of the Korean Recipe Hub Terms is or becomes invalid or contravenes any law then the remaining provisions shall not be affected.
8.2. Nothing in these Korean Recipe Hub Terms shall be:
8.2.1. deemed to constitute a partnership, joint venture, representative or agency relationship between you and us; or
8.2.2. construed or have effect as constituting any relationship of employer and employee between you and us.
8.3. No provision of these Korean Recipe Hub Terms shall be enforceable by any person other than you or us.
8.4. The Korean Recipe Hub is a global initiative, however Foodient Ltd. is an English limited company and these Korean Recipe Hub Terms are governed by English law as a result. You and we both agree to submit to the non-exclusive jurisdiction of the English courts, although you may be able to choose to take action against us in your local courts if mandatory local laws allow.
8.5. No waiver shall constitute a waiver of any other terms. No failure by us to exercise a remedy shall constitute a waiver to subsequently exercise any remedy.
8.6. “Samsung Food” is a registered trade mark in the UK and the European Union of Foodient Ltd.
8.7. We may revise these Korean Recipe Hub Terms at any time. You are expected to check these Korean Recipe Hub Terms from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these Korean Recipe Hub Terms may also be superseded by provisions or notices published elsewhere on the Samsung Food platform. If you do not agree to any changes made to these Korean Recipe Hub Terms then you may terminate your participation in the Korean Recipe Hub pursuant to Section 6.1.
Foodient Ltd.
September 2024