Terms of Service

1. About these Terms and Scope

1.1 The Provider. Foodient Ltd. (company no. 08001091), incorporated and registered in England and Wales, with its registered office at 483 Green Lanes, London, N13 4BS, United Kingdom (“Foodient”, “we”, “us”, “our”, formerly “Whisk”). We operate the corporate, promotional, and brand website available at whisk.com (the “Website”).

1.2 Character of the Agreement.These Website Terms of Use (the “Terms”) constitute a legally binding contractual agreement between Foodient and any individual visitor or browser accessing the Website (referred to as "User", "you", or "your"). By accessing, browsing, or in any manner using the Website, you represent and warrant that you have read, understood, and agree to be bound by these Terms. If you do not agree to be bound by these Terms in their entirety, you must immediately cease all access, viewing, or use of the Website.

1.3 Limited Scope. These Terms govern your access to and use of the informational and public pages of the Website only. They do not, by themselves, grant any rights of use, licenses, or access to any other Foodient software product, API, developer kit, or consumer application. Other Foodient offerings, commercial services, and standalone platforms are governed by separate, dedicated agreements, as set out in Clause 6.

2. Definitions and Interpretation

2.1 Definitions. In these Terms, the following capitalized terms shall have the meanings ascribed to them below:

• “Platform Services” means services, including application programming interfaces (APIs), software development kits (SDKs), data feeds, widget integrations, and platform-level services that Foodient makes available to its commercial and business partners (including but not limited to retailers, grocers, and third-party technology platforms).
• “User” (or “you”, “your”) means any individual person who accesses, views, scrapes, or otherwise interacts with the Website.
• “Whisk” means the commercial brand and digital ecosystem operated by Foodient under the registered trademark “Whisk”.

2.2 Rules of Interpretation. In these Terms, unless the context otherwise requires:

• Headings are inserted for convenience of reference only and shall not affect the interpretation or construction of these Terms.
• Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms, and shall be deemed followed by the phrase “without limitation”.
• The singular includes the plural and vice versa, and reference to a gender includes reference to all genders.

3. Permitted Use and User Content

3.1 Permitted Informational Use. You are granted a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access, view, and read the Website for lawful, personal, and non-commercial informational purposes only.

3.2 Commercial Restrictions. Except as explicitly permitted by these Terms or with our express prior written consent, you must not print, download, copy, republish, sell, rent, sub-license, show in public, exploit, or redistribute any materials, text, graphics, or content displayed on the Website for any commercial or business purpose.

4. Prohibited Conduct

4.1 Strict Restrictions. You must not, and you must not permit, assist, or authorize any third party to:

• (a) Introduce, transmit, upload, or attempt to introduce any malware, computer virus, Trojan horse, worm, ransomware, keystroke logger, rootkit, logic bomb, or other malicious, technologically harmful, or disruptive software or material.
• (b) Scrape, crawl, harvest, mirror, index, cache, mine, or otherwise extract data, text, or metadata from the Website by any automated means (including the use of bots, spiders, crawlers, or scripts), except to the extent permitted by our robots.txt file or pursuant to a separate, express written agreement with Foodient.
• (c) Reverse engineer, decompile, disassemble, or attempt to derive or reconstruct the source code or underlying algorithms of any part of the Website or any software made available through it, except to the strict extent that such a restriction is prohibited by mandatory applicable law.
• (d) Send, transmit, distribute, or facilitate the sending of unsolicited bulk commercial communications, marketing emails, chain letters, or any form of spam through, or in connection with, the Website.
• (e) Interfere with, damage, disrupt, bypass, or impose an unreasonable or disproportionately large load on the servers, host computers, networks, or technical infrastructure supporting the Website, including by conducting denial-of-service (DoS) or distributed denial-of-service (DDoS) attacks.
• (f) Circumvent, disable, bypass, or attempt to circumvent any technical restrictions, rate limits, firewalls, authentication screens, or access controls implemented on the Website.
• (g) Impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age, affiliation, or authority to act on behalf of any person or entity.
• (h) Use the Website or its content in violation of any applicable local, national, or international law, regulation, economic sanction, or third-party proprietary right.

5. Intellectual Property and Nature of Information

5.1 Trademarks.“Whisk” is a registered trademark of Foodient Ltd. All other Foodient trademarks, service marks, brand names, graphics, logos, and domain names are the exclusive proprietary property of Foodient. Third-party trademarks referenced on the Website (including "Samsung" and any Samsung-affiliated marks, which are used by us under lawful license) are the exclusive property of their respective owners.

5.2 Proprietary Rights. All proprietary content displayed on the Website - including but not limited to texts, source code, graphics, layout, software, photographs, databases, design elements, and the selection, coordination, and arrangement thereof - is owned by Foodient, its licensors, or its content contributors, and is fully protected by the Copyright, Designs and Patents Act 1988, database rights, and all other applicable UK and international intellectual property laws.

5.3 No Implied Transfer. No license, right, title, or interest in or to any Foodient trademark, copyrighted work, database, patent, or design right is granted to visitors of the Website by implication, estoppel, or otherwise. Any unauthorized use of our intellectual property is strictly prohibited.

5.4 Nature of Website Information. All information, product descriptions, feature roadmaps, pricing indications, and availability statements published on the Website are provided for general informational purposes only. They do not constitute a binding legal offer (offer), an invitation to treat (invitation to treat), a contractual commitment, or professional advice by Foodient. Binding contractual obligations only arise where you register an account and enter into a specific subscription or written commercial agreement with us.

6. Other Foodient Services and Offerings

6.1 Separate Business Services. Unless otherwise agreed, access to and use of our Platform Services is strictly governed by:

• Individual commercial agreements, and;
• Standard business terms available at https://whisk.com/business/standardterms/, which are fully incorporated by reference into such business engagements.

6.2 External Links. The Website may contain hyperlinks to external websites, platforms, or resources operated by third parties. Foodient does not own, control, monitor, or endorse such third-party sites. We exclude all liability for the accuracy, legality, safety, cookies policy, or privacy practices of any third-party websites.

7. Disclaimers and Warranty Exclusions

7.1 As Is Basis. The Website and all content, materials, and information published on it are provided strictly on an “as is” and “as available” basis.

7.2 Warranties Disclaimed. To the maximum extent permitted by applicable law, Foodient expressly disclaims and excludes all representations, warranties, conditions, and guarantees of any kind, whether express or implied, including but not limited to any implied warranties of satisfactory quality, fitness for a particular or specific purpose, non-infringement, compatibility, security, accuracy, timeliness, or that the Website will operate uninterrupted or error-free.

8. Limitation of Liability and Risk Allocation

8.1 Consequential Damages Exclusion. Subject to Clause 8.3, Foodient, its directors, officers, employees, agents, subsidiaries, and affiliates shall not be liable to you under any theory of liability (whether in contract, tort including negligence, breach of statutory duty, restitution, or otherwise) for:

• Any loss of profits, loss of revenue, loss of business opportunity, loss of contract, loss of anticipated savings, or business interruption.
• Any loss of goodwill, reputation, or data.
• Any indirect, incidental, special, exemplary, consequential, or punitive damages or losses.

8.2 Financial Liability Cap. SUBJECT TO CLAUSE 8.3, FOODIENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE WEBSITE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, BREACH OF STATUTORY DUTY, RESTITUTION, OR OTHERWISE) SHALL BE STRICTLY LIMITED TO, AND SHALL NOT EXCEED, THE SUM OF ONE HUNDRED POUNDS STERLING (£100).

8.3 Unexcludable Liability. Nothing in these Terms shall operate to exclude, limit, or restrict our liability for:

• (a) Death or personal injury resulting directly from our negligence.
• (b) Fraud or fraudulent misrepresentation.
• (c) Any other liability that cannot lawfully be excluded, limited, or restricted under the laws of England and Wales, including the Consumer Rights Act 2015 or the Unfair Contract Terms Act 1977.

9. Indemnity and User Liability

9.1 User Indemnity. You agree to indemnify, defend, and hold harmless Foodient, its parent companies, subsidiaries, affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal and professional fees, and any amounts paid by us to a third party in settlement of a claim or dispute upon the advice of our legal advisers) arising directly or indirectly out of or in connection with:

• Your breach of any provision, warranty, or representation contained in these Terms.
• Your negligent, fraudulent, or unlawful use, misuse, or abuse of the Website.
• Your violation of any applicable local, national, or international law, regulation, or third-party intellectual property or privacy right.

9.2 Consumer Carve-Out. The indemnity obligation set out in Clause 9.1 shall not apply to consumer users in the United Kingdom or other applicable jurisdictions to the extent that such an indemnity is prohibited by mandatory consumer-protection laws or is determined by a court of competent jurisdiction to be unfair or unenforceable under the Consumer Rights Act 2015.

10. Suspension and Termination of Access

10.1 Right to Suspend or Terminate. Foodient reserves the right, in its sole discretion and without prior notice or liability to you, to suspend, terminate, restrict, block, or disable your access to the Website (or any specific parts thereof) at any time:

• If you materially or repeatedly breach any provision of these Terms.
• If we reasonably suspect fraudulent, illegal, cyber-disruptive, or abusive behavior.
• If we are required to do so by any applicable law, court order, or regulatory authority.
• For scheduled website maintenance, security updates, or general operational reasons.

10.2 Survival of Terms. Upon the termination, expiration, or suspension of your access to the Website, all provisions of these Terms which by their nature should survive termination shall survive and continue in full force and effect. This includes, without limitation, Clause 2 (Definitions), Clause 5 (Intellectual Property), Clause 7 (Disclaimers), Clause 8 (Limitation of Liability), Clause 9 (Indemnity), Clause 12 (Governing Law and Jurisdiction), and Clause 13 (General Provisions).

11. Changes to these Terms

11.1 Right of Amendment. Foodient reserves the right to amend, update, modify, or replace these Terms from time to time at its sole discretion. This may be done to ensure compliance with changes in applicable laws, regulations, or to reflect modifications in our Website operations.

11.2 Effective Date of Changes.Any amended version of these Terms will be published directly on the Website with an updated "Last updated" date. The modified Terms shall become immediately effective upon publication.

11.3 Deemed Acceptance. Your continued use of or access to the Website after the publication of any modifications shall constitute your explicit and legally binding acceptance of the updated Terms. It is your sole responsibility to review this page regularly to ensure you are familiar with the current version of these Terms.

12. Governing Law and Jurisdiction

12.1 English Governing Law. These Terms, their subject matter, and their formation, including any non-contractual obligations, disputes, or claims arising out of or in connection with them, shall be governed by, construed, and enforced in accordance with the laws of England and Wales.

12.2 Jurisdiction. Subject to Clause 12.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, claim, or controversy (including non-contractual disputes or claims) arising out of or in connection with these Terms or your use of the Website.

12.3 Consumer Jurisdiction Carve-Out. If you are a consumer user habitually resident outside of England and Wales, you may also benefit from mandatory consumer protection laws and may bring legal proceedings before the courts of your country of habitual residence. If you reside in Scotland, you may bring proceedings in Scottish or English courts. If you reside in Northern Ireland, you may bring proceedings in Northern Irish or English courts.

13. General / Miscellaneous Provisions

13.1 Severability. Each paragraph, section, and sub-clause of these Terms operates separately. If any court, arbitrator, or competent administrative body of competent jurisdiction finds any provision or part of a provision of these Terms to be invalid, illegal, void, voidable, or unenforceable, such provision shall be deemed modified or severed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original commercial and legal intent of the parties. The invalidity or unenforceability of such provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, which shall remain in full force and effect.

13.2 Entire Agreement. These Terms, together with any documents, web links, or policies explicitly referenced herein, constitute the entire agreement between you and Foodient relating to your access to and use of the Website. They supersede and extinguish all prior or contemporaneous agreements, understandings, representations, declarations, warranties, and discussions, whether written or oral, relating to the Website. You acknowledge and agree that in entering into these Terms, you have not relied on, and shall have no remedy in respect of, any statement, promise, representation, or assurance that is not set out in these Terms, save that nothing in this clause shall exclude or limit liability for fraud or fraudulent misrepresentation.

13.3 Exclusion of Third-Party Rights. These Terms are between you and Foodient. No other person or entity shall have any right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. The consent of any third party is not required for any amendment, variation, or termination of these Terms.

13.4 No Waiver. No failure, delay, or omission by Foodient in exercising any right, power, or remedy provided under these Terms or by law shall constitute a waiver of that or any other right, power, or remedy, nor shall it prevent or restrict the further or future exercise of that or any other right, power, or remedy. A waiver of any breach of these Terms shall not be construed as a waiver of any subsequent breach.

13.5 Assignment and Transfer. We may transfer, assign, charge, sub-contract, or otherwise delegate our rights and obligations under these Terms to another organization (for example, in the event of a corporate restructuring, merger, or sale of assets). We will endeavor to notify you on the Website if such a transfer occurs. You may not assign, transfer, charge, or delegate any of your rights or obligations under these Terms without our prior written consent.

14. Contact and Corporate Details

14.1 Corporate Registry Information. Foodient Ltd. is a registered business entity. For compliance with the Electronic Commerce (EC Directive) Regulations 2002 and English corporate transparency requirements, our official details are as follows:

Foodient Ltd.

483 Green Lanes, London, N13 4BS, United Kingdom

Email: [email protected]

Effective date: September, 1, 2026

Last updated: September, 1, 2026