A. The company under the name “Agroknow Private Company” (to be henceforth called the “Agroknow”) and
B. The Contracting Party 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” agree on the following:
1. SCOPE OF SERVICE
1.1. FOODAKAI system is an online system that gathers processes and delivers food safety data collected from various sources. The FOODAKAI system (henceforth the “FOODAKAI”) 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 through the Portal.
2. OBLIGATIONS OF THE PARTIES
2.1. AGROKNOW shall:
i. Have the Portal available for use 24/7 excluding any breaks in the 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 the 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 e. Updates of the collection, processing and storage software and fixing any errors.
2.2. The FOODAKAI SUBSCRIBER and the User/s 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 which may result in. AGROKNOW shall not be liable for any loss or damage resulting from the failure of the FOODAKAI SUBSCRIBER and the User/s 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 the FOODAKAI according to the operational requirements, as described under 2.1.
2.4. The FOODAKAI SUBSCRIBER and/or User/s 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 5.1. and the FOODAKAI SUBSCRIBER and/or User/s shall be liable for compensation to AGROKNOW that corresponds to 10 times the annual subscription fee, even in the case 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, 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 the FOODAKAI SUBSCRIBER to third parties for any purpose. Further, any interaction between the FOODAKAI prohibition and any system of the FOODAKAI SUBSCRIBER either for getting data or information or for any other, reason, is absolutely prohibited. Any data or information will be manually handed over by the users of the FOODAKAI SUBSCRIBER to the administrators of the FOODAKAI or entered directly on the FOODAKAI. Upon termination of this Agreement for any reason, AGROKNOW shall hand over to the FOODAKAI SUBSCRIBER data or information of the FOODAKAI SUBSCRIBER, collected during the use of the Portal, without keeping copies and destroying them.
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 2.1.i. For every malfunction of the servers or the Portal’s webpage, AGROKNOW shall inform all interested parties involved or without delay.
3.2. Except in the cases expressly set above, the Portal is provided as is and AGROKNOW the FOODAKAI SUBSCRIBER 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 the FOODAKAI shall be suitable for a specific purpose or that it will operate without interceptions or problems or any error of 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 using the Portal may claim.
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 service/s or downloading of any material posted on it, or on any website linked to it.
3.5. The Portal and/ or service/s 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 from various sources and is not necessarily comprehensive, complete and may not be accurate or up to date to the extent that it contains data from third parties, sometimes linked to external sites over which AGROKNOW has no control over and for which it assumes no responsibility. AGROKNOW accepts no responsibility or liability whatsoever with regard to the information on the Portal and use of it.
3.7. 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 the FOODAKAI and/or Portal and its/their functions to AGROKNOW’s competitors.
4.3. The 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 webpage, 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 counter Party 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 that 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 the User’s access to the Portal, may collect, use, store and disclose User’s Personal Data, including name, address, phone numbers, e-mail address, activities, job title, provided or collected hereunder to manage its relationship with the FOODAKAI SUBSCRIBER and/or FOODAKAI SUBSCRIBER’s and to fulfil legal, regulatory and compliance requirements applicable to the AGROKNOW. FOODAKAI SUBSCRIBER and/or FOODAKAI SUBSCRIBER’s 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 User shall always be informed of how his/her 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 User 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 Service 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 user can exercise his/her right to request access to Personal Data him/herself or ask AGROKNOW to rectify, erase or block such Personal Data by contacting AGROKNOW at [email protected] User has also the right to amend his/her contact details and other Personal Data and to be informed about the Personal Data AGROKNOW holds about the FOODAKAI SUBSCRIBER’s User by using the same means of communication.
6.13. Questions or complaints regarding the processing of Personal Data can be sent to [email protected] User also has the right to make a complaint with the competent supervisory authority.
7.1. Both Parties agree that terms 2.1, 2.3, 2.4, 2.5, 4.1, 4.2 and 4.6 are considered to be essential. Upon breaching any of the aforementioned terms, the Party whose right has been violated may terminate immediately and in writing, terminate the Agreement, without compensation, unless such breach can be remedied, and the other Party provides his written consent.
7.2. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing and signed by both the 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 effected 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 agreeing on these Terms of Service, and any and all relevant terms 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 supersedes 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.