TERMS OF SERVICE AGREEMENT
A. The company under the name “Agroknow Private Company” (to be henceforth called the“ AGROKNOW ”) and
B. The ContractingParty that will use the FOODAKAI Portal, (to be henceforth called the “FOODAKAI SUBSCRIBER ”),
to be collectively called the “Parties” and each one separately the “Party” agrees on the following:
1. SCOPE OF SERVICE
1.1. The FOODAKAI system is an online system that gathers, processes, and delivers food safety data from and for more than 196 countries (almost 100% worldwide coverage), which are collected from various trusted public sources. The FOODAKAI system is based on a scalable software architecture that comprises part of open-source software and part of an original data processing workflow. The data assembled and processed are presented in a dynamic flow that is published and available online through the Portal - Web front end (henceforth the “ Portal ”), available at https:/app.foodakai.com.
1.2. The FOODAKAI SUBSCRIBER hereby assigns to AGROKNOW, who undertakes upon payment of agreed fees, following or not a period of trial, the provision of services provided by the FOODAKAI system through the Portal.
1.3. The FOODAKAI SUBSCRIBER may choose to designate multiple users of the FOODAKAI system. The said designated users may only include the managers and employees of the FOODAKAI SUBSCRIBER or, in case the FOODAKAI SUBSCRIBER is a company, the managers and employees of the FOODAKAI SUBSCRIBER’s subsidiary company so long as the FOODAKAI SUBSCRIBER owns at least 51% of the latter. The number of users of the FOODAKAI SUBSCRIBER with access to the FOODAKAI system will be agreed upon and included in the FOODAKAI SUBSCRIBER’s personalized Pricing Plan. For further information about the Pricing Plan please refer to clause 2 of the “ DURATION & FINANCIAL TERMS” document.
1.5. The FOODAKAI SUBSCRIBER has the option of importing their data (ingredients, final products and suppliers) and customizing their dashboards provided in the Portal.
1.6. Depending on the selected subscription package the FOODAKAI SUBSCRIBER has access to a number of different modules within the Portal provided by the FOODAKAI system (e.g., Risk Assessment Analysis, Global Prediction Dashboard), which provide a chance, probability and possibility estimations on the risks and dangers of particular selected food products, in terms of percentages or otherwise, or make predictions of future estimations of the same kind.
1.7. Agroknow offers onboarding training and other training to ensure that the FOODAKAI SUBSCRIBER’s users have the best understanding of the FOODAKAI system. The said training, however even though suggested, remains optional and does not constitute an obligatory prerequisite for the use of the FOODAKAI system.
1.8. For Agroknow’s liability regarding all of the above services please refer to clause 3.7.
2. OBLIGATIONS OF THE PARTIES
2.1. AGROKNOW shall:
i. Have the Portal available for use 24/7 excluding any breaks in FOODAKAI’s operation due to force majeure events or FOODAKAI’s updates, upgrades, maintenance and troubleshooting, or acts or omissions on behalf of the FOODAKAI SUBSCRIBER or third parties not controlled by AGROKNOW.
ii. Provide the FOODAKAI SUBSCRIBER with access to the Portal, via access credentials for the FOODAKAI SUBSCRIBER’s authorized users (henceforth the “ User(s) ”), as they subscribe in the Portal via the Users’ subscription and management mechanism.
iii. The Users shall have access to FOODAKAI’s functions selected by the User through the Portal, without being provided or allowed to have the ability to intervene in its operation and/or structure.
iv. Provide secure storage in the Portal of the Users’ data, products, and components, by providing:
a. Recurrent check of data transfer;
b. A secure connection between each webpage and the User’s browser, using an SSL certificate;
c. Encryption techniques for the storage of sensitive business and personal data;
d. Recurrent backups of existing data; and
e. Updates of the collection, processing and storage software and fixing any errors.
2.2. The FOODAKAI SUBSCRIBER and the Users are responsible for any and all of their actions while connected to the Portal, including the loss of their access codes and any implications of unauthorized access. AGROKNOW shall not be liable for any loss or damage resulting from the failure of the FOODAKAI SUBSCRIBER and the Users to maintain the security of the account and/or password(s).
2.3. Upon payment of the fee, as in the Pricing Plan (of Section 2.3. in the DURATION & FINANCIAL TERMS ) selected by the FOODAKAI SUBSCRIBER, or during the trial period, AGROKNOW shall deliver FOODAKAI according to the operational requirements, as described under 2.1.
2.4. The FOODAKAI SUBSCRIBER and/or Users shall use data and information provided in the Portal within the scope of their business. Further transfer of data or information, with the exception of open data, from the Portal to third parties (including consultation services) is prohibited and protected as in Section 5.1. and the FOODAKAI SUBSCRIBER and/or Users shall be liable for compensation to AGROKNOW that corresponds to 10 times the annual subscription fee, even in the event the FOODAKAI SUBSCRIBER has selected a subscription with a period being smaller than one year. In this latter case, the agreed subscription fee shall, for calculation purposes, shall be raised up to an analogous annual subscription fee.
2.5. The FOODAKAI SUBSCRIBER is prohibited from transferring the subscription, from sharing or selling data or information of FOODAKAI to third parties for any purpose. Further, any interaction between FOODAKAI and any system of the FOODAKAI SUBSCRIBEReither for getting data or information or for any other reason is absolutely prohibited. Any FOODAKAI data or information will be manually handed over by the Users of the FOODAKAI SUBSCRIBER to the administrators of FOODAKAI or entered directly in FOODAKAI via the Portal. Upon termination of this Agreement for any reason, AGROKNOW shall hand over to the FOODAKAI SUBSCRIBER, or destroy, data or information of the FOODAKAI SUBSCRIBER collected during the use of the Portal, without keeping copies.
3. WARRANTY - LIMITATION OF LIABILITY
3.1. AGROKNOW warrants the continuous operation and access to the Portal during the term of this Agreement, except when the Portal’s non-function occurs due to events of force majeure or other events, as in Section 2.1.i. For every malfunction of the servers or the Portal’s webpage, AGROKNOW shall inform all interested parties involved without delay.
3.2. Except in the cases expressly set forth above, the Portal is provided as is and AGROKNOW shall not be liable for the accuracy and effectiveness of the Portal, the data provided through it, or its suitability for a specific purpose. In particular, AGROKNOW provides no other warranty, written, specific, direct or indirect, to the FOODAKAI SUBSCRIBER or any other third party that FOODAKAI shall be suitable for a specific purpose, or that it will operate without interruptions or problems, or any error of a technical nature. It is agreed that AGROKNOW’s total cumulative liability shall not exceed the fees paid by the FOODAKAI SUBSCRIBER in the context of the active subscription fee effected on the basis of this Agreement.
3.3. AGROKNOW expressly states that the Portal, according to its specifications and operation, is an online environment only for information. In this context, AGROKNOW shall under no circumstances be liable, and is relieved of any obligation for compensation, or any direct, indirect or other damage the FOODAKAI SUBSCRIBER may claim based on using the Portal.
3.4. AGROKNOW shall not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect computer equipment, computer programs, data or other proprietary material during the use of the Portal, the services, or downloading of any material posted on it or any website linked to it.
3.5. The Portal and/or services may contain typographical errors or other errors or inaccuracies and may not be complete or current. AGROKNOW , therefore, reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.
3.6. The information and data contained in the Portal is a collection of data generated and produced from various trusted public sources with access to public data, such as the European RASFF , (or, as the case may be, a collection of data generated and produced by the private sector) . Since AGROKNOW is not the original generator and producer of the aforementioned collected information and data, it assumes and accepts no responsibility or liability whatsoever with regard to the validity and/or accuracy and/or use in any way of the said information and data contained in the Portal.
3.7. With regard to particular modules of the FOODAKAI system, which provide a chance, probability and possibility estimations on the risks and dangers of particular food products (e.g. Risk Assessment Analysis, Global Prediction Module) , in terms of percentages or otherwise, or make predictions of future estimations of the same kind and all that based on the information and data contained in the Portal as specified in clause 3.6 above, Agroknow shall not bear any responsibility or liability for the actual realization or not of such risks and dangers in the global food market, especially in light of the fact that Agroknow is not the original generator and producer of the data based on which the said estimations are formed. Specific details about the function of each particular tool of the FOODAKAI system, including the degree of accuracy of the estimations, if applicable, can be found at the FOODAKAI website.
3.8. The Portal and/or AGROKNOW do not provide, substitute, claim or suggest providing professional, scientific or legal advice.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Portal and its content, with the exception of open data and the FOODAKAI SUBSCRIBER’s data (Users, research data, analysis results, products, suppliers, trademarks and logos), remain the exclusive ownership of AGROKNOW (as in 2.4.) and are protected by national and international legislation, as it applies.
4.2. The FOODAKAI SUBSCRIBER is bound not to provide information regarding FOODAKAI and/or the Portal and its/their functions to AGROKNOW’s competitors.
4.3. FOODAKAI includes open-source code and libraries developed by third parties. AGROKNOW is obliged to report the open-source code in a Portal’s relevant web page, if such obligation derives from the software’s license.
4.4. The FOODAKAI SUBSCRIBER consents to the disclosure of their cooperation with the AGROKNOW in the latter’s marketing activities (website, brochures etc).
4.5. The FOODAKAI SUBSCRIBER shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying data as provided by AGROKNOW.
4.6. The intellectual property rights in all software and content made available to the FOODAKAI SUBSCRIBER on or through the Portal remains the property of AGROKNOW or its licensors and are protected by copyright laws and treaties and are reserved as such. The FOODAKAI SUBSCRIBER may use the content supplied solely for its own use; publishing, manipulating, distributing or otherwise reproducing, in any format, any of the content or copies of the content is not permitted.
4.7. AGROKNOW permits the use and reproduction of data for third parties by AGROKNOW Partners within the scope of the relevant Agreement between the Parties in writing.
5.1. The Parties state that all information or data exchanged in relation to this Agreement shall remain confidential and they shall not utilize any of the information other than in connection with this Agreement and only for the term set herein. In the event that any of the Parties is obliged to provide information to any Public Authority, it shall inform the other Party immediately.
5.2. In particular, either Party is obliged during the term of this Agreement to comply with the provisions of personal data protection and business confidentiality laws, using all necessary technical measures for the protection and safety of each data, collected through the term of this Agreement. In the event of breach and disclosure of said data to third parties, the Party becoming aware of such breach or disclosure should inform its counterparty immediately, acknowledging that the disclosure of said information may cause damage to such Counter.
6. PERSONAL DATA PROTECTION
6.1. The term “Personal Data” means any data processed on the basis and/or because of this Agreement, together or in connection with other data, and can be uniquely linked to an individual.
6.2. AGROKNOW will handle Personal Data in accordance with the data protection legislation in force.
6.3. AGROKNOW represents, warrants and covenants that the collection, access, use, storage, disposal and disclosure of any Personal Data does and will comply with all applicable privacy and data protection laws, in particular EU’s General Data Protection Regulation (Regulation 2016/679).
6.4. FOODAKAI SUBSCRIBER and/or FOODAKAI SUBSCRIBER’s User(s) hereby explicitly consent(s) that AGROKNOW, to enable the proper and lawful function of the subscription, the provision of the service and permit the Users’ access to the Portal, may collect, use, store and disclose Users’ Personal Data, including name, address, phone numbers, e-mail address, activities, and job title, provided or collected hereunder to manage its relationship with the FOODAKAI SUBSCRIBER and/or FOODAKAI SUBSCRIBER’s Users and to fulfil legal, regulatory and compliance requirements applicable to AGROKNOW. FOODAKAI SUBSCRIBER and/or FOODAKAI SUBSCRIBER’s Users may withdraw consent at any time.
6.5. AGROKNOW warrants that it shall process the Personal Data only as necessary to carry out its obligations pursuant to the provision of the service and as required by applicable legislation.
6.7. The FOODAKAI SUBSCRIBER’s Users shall always be informed of how their personal data is being handled and more specifically of the identity of the controller, the purpose of the processing, the categories of third parties to whom the data may be transmitted, the period for which their data will be stored, etc.
6.8. AGROKNOW will notify FOODAKAI SUBSCRIBER’s Users as soon as practicable, but no later than twenty-four (24) hours after AGROKNOW becomes aware that the security, confidentiality or integrity of Personal Data has been compromised, and AGROKNOW will comply with any obligations that arise from the unauthorized access of the Personal Data.
6.9. AGROKNOW warrants that all Personal Data will be treated as confidential and will be secured with suitable organizational and technical measures to prevent unauthorized access, illegal processing, as well as accidental loss, modification or destruction.
6.10. Personal Data collected and processed for purposes of provision of the services and the performance of the duties provided for in this Agreement shall be processed and stored by AGROKNOW for as long as is necessary to fulfil the purposes of this Agreement between AGROKNOW and the FOODAKAI SUBSCRIBER.
6.11. FOODAKAI SUBSCRIBER’s Users can exercise their rights to request access to Personal Data themselves or ask AGROKNOW to rectify, erase or block such Personal Data by contacting AGROKNOW at [email protected] . Users also have the right to amend their contact details and other Personal Data and to be informed about the Personal Data AGROKNOW holds about the FOODAKAI SUBSCRIBER’s Users by using the same means of communication.
6.13. Questions or complaints regarding the processing of Personal Data can be sent to [email protected] . The user also has the right to make a complaint with a competent supervisory authority.
7.1. Both Parties agree that terms of Sections 2.1, 2.3, 2.4, 2.5, 4.1, 4.2 , 4.6, 5.1 and 5.2 are considered to be essential. Upon breaching any of the aforementioned terms, the Party whose right has been violated may immediately and in writing, terminate the Agreement, without compensation, unless such breach can be remedied, and the other Party provides its written consent to the cure of such breach in lieu of termination of this Agreement.
7.2. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing and signed by both Parties hereto.
8. OTHER TERMS
8.1. Both Parties acknowledge that the Agreement and any amendment thereof shall be in English. Any translation of the Agreement to any other language is affected only for facilitation purposes and in any case, the original in English prevails.
8.2. This Agreement is an agreement for the provision of services and under no circumstances shall be deemed to constitute a relationship of any kind between the Parties (agency, mandate, company, factoring, mediation, employment, etc). The persons employed by AGROKNOW under any legal relationship in the context of this Agreement shall be connected exclusively with AGROKNOW and shall not be legally associated with the FOODAKAI SUBSCRIBER.
8.3. The FOODAKAI SUBSCRIBER declares that its representative signing these Terms of Service on behalf of the FOODAKAI SUBSCRIBER agreesto these Terms of Service and has the authority to bind the FOODAKAI SUBSCRIBER to this Agreement.
8.4. Inability by either Party to execute any provision or exercise any right provided herein shall not be deemed as a waiver of that provision or right unless the other Party consents in writing.
8.5. In the event that any provision of this Agreement is considered invalid, illegal or in any way unenforceable, the validity, legality or enforceability of any other provisions shall not be affected, and the Agreement shall remain in force, without the invalid or illegal provision. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, it is agreed that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
8.6. These TERMS OF SERVICE together with the DURATION & FINANCIAL TERMS constitute the entire Agreement between AGROKNOW and the FOODAKAI SUBSCRIBER, relating to the subject matter of this Agreement and supersede all previous, written or verbal Agreements, declarations or conditions between the Parties relating to that subject matter. Any amendment of any provision of the Terms of Service will be effective only if in writing and signed by both Parties.
8.7. It is expressly agreed that this Agreement is governed and interpreted according to the laws of Greece and EU legislation as they apply. Any disputes between the Parties from this Agreement, if not resolved amicably between the Parties, are subject to the competent courts of Athens.