A. The company under the name “FOODAKAI Private Company” (to be henceforth called the “FOODAKAI”) and
B. The company or person that will use the FOODAKAI online system, (to be henceforth called the “Company”),
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 “System”) is based on a scalable software architecture that comprises partly of open source software and partly of an original data processing workflow. The data assembled and processed are presented in a dynamic flow which is published and available online through the Portal – Web front end (henceforth the “Portal”), available at https:/app.foodakai.com.
1.2. The Company hereby assigns to FOODAKAI, who undertakes upon payment of agreed fees, following or not a period of trial, the provision of services provided by the System through the Portal.
2. OBLIGATIONS OF THE PARTIES
2.1. FOODAKAI shall:
i. Have the Portal available for use 24/7 excluding any breaks in the System’ s operation due to force majeure events or System’s updates, upgrades, maintenance and troubleshooting or acts or omissions on behalf of the Company or third parties not controlled by FOODAKAI . ii. Provide the Company with access to the Portal, via access codes for the Company’s authorized users (henceforth the “Users”), as they subscribe in the Portal via the Users’ subscription and management mechanism. iii. The Users shall have access to the System’s functions 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 Company 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 unauthorized access may result in. FOODAKAI shall not be liable for any loss or damage resulting from failure of the Company 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 Plan selected by the Company, or during the trial period, FOODAKAI shall deliver the System according to the operational requirements, as described under 2.1.
2.4. The Company 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 Company and/or User/s shall be liable for compensation to FOODAKAI that corresponds to 10 times the annual subscription.
2.5. FOODAKAI is prohibited from transferring the subscription, from sharing or selling data or information of the Company to third parties for any purpose. Upon termination of this Agreement for any reason, FOODAKAI shall hand over to the Company data or information of the Company, collected during the use of the Portal, without keeping copies and destroying them.
3. WARRANTY – LIMITATION OF LIABILITY
3.1. FOODAKAI 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, FOODAKAI shall inform all interested parties without delay.
3.2. Except in the cases expressly set above, the Portal is provided as is and FOODAKAI shall not be liable for the accuracy and effectiveness of the Portal, the data provided through it or its suitability for a specific purpose. FOODAKAI provides no other warranty, written, specific, direct or indirect to the Company or any other third party that the System 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 FOODAKAI’s total cumulative liability shall not exceed the fees paid by the Company in the context of this Agreement.
3.3. FOODAKAI expressly states that the Portal, according to its specifications and operation, is a system only for information. In this context, FOODAKAI shall under no circumstances be liable, and is relieved of any obligation for compensation, for errors in the data provided by third parties or any direct, indirect or other damage the Companies or third parties using the Portal may claim.
3.4. FOODAKAI 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. FOODAKAI, 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 FOODAKAI has no control over and for which he assumes no responsibility. FOODAKAI accepts no responsibility or liability whatsoever with regard to the information on the Portal and use of it.
3.7. The Portal and/or FOODAKAI do not provide, substitute, claim or suggest to provide professional, scientific or legal advice.
4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Portal and its content, with the exception of open data and the Company’ s data (users, analysis results, products, trademarks and logos), remain the exclusive ownership of FOODAKAI (as in 2.4.) and are protected by national and international legislation, as it applies.
4.2. The Company is bound not to provide information regarding the System and its functions to FOODAKAI’s competitors.
4.3. The System includes open source code and libraries developed by third parties. FOODAKAI 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 Company consents to the disclosure of their cooperation with FOODAKAI in their marketing activities (website, brochures etc).
4.5. The Company shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying data as provided by FOODAKAI.
4.6. The intellectual property rights in all software and content made available to the Company on or through the Portal remains the property of FOODAKAI or its licensors and are protected by copyright laws and treaties and are reserved as such. The Company 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. FOODAKAI permits the use and reproduction of data for third parties by FOODAKAI Partners within the scope of the relevant Agreement between the arties in writing.
5.1. The Contracting 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, FOODAKAI 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 by the Company’s Users. In the event of breach and disclosure of said data to third parties, FOODAKAI should inform the Company immediately, acknowledging that the disclosure of said information may cause damage to the Company.
6.1. 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 without compensation the Agreement, in writing unless it can be remedied and the other Party provides his written consent.
6.2. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto.
7. OTHER TERMS
7.1. Both parties acknowledge that the Agreement and any amendment thereof shall be in English.
7.2. 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 FOODAKAI under any legal relationship in the context of this Agreement shall be connected exclusively with FOODAKAI and shall not be legally associated with the Company.
7.3. The Company declares that the Representative agreeing on the Terms of Service, and any and all relevant terms has the authority to bind the Company to the Agreement
7.4. Inability by any of the Parties 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.
7.5. 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.
7.6. This Agreement contains the whole Agreement between the parties 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.
7.7. It is expressly agreed that this Agreement is governed and interpreted according to the laws of Greece, EU legislation and international treaties as they apply. Any disputes between the Parties from this Agreement, if not resolved amicably between the Parties, shall be brought in front of the courts of Athens.