Saas Terms of Service

Introduction

Thank you for working with Fairfood International!

To allow for a good working relationship, we recommend carefully studying these Terms of Service to learn your rights and obligations when using the SaaS services provided by us, Fairfood. Should you have any questions or remarks, please contact us at info@fairfood.org.

We look forward to working with you!

Before we get started:

  • These Terms of Service apply to any use of the Service(s) of Fairfood 
  • “Fairfood”, “we”, “us”, “our”, refers to Stichting Fairfood International
  • “You” and “your” will refer to you, the organisation working with Fairfood (also referred to as the “Partner”)
  • Fairfood and the Partner is individually a “Party”, or collectively “Parties”

Article 1. Definitions

1.1. The following terms are used in these Terms of Service, both in singular and plural: 

Agreementthe project agreement with the Partner;
Partner A person or group of persons with the rights and responsibilities of the partner organisation, which makes use of our Service(s) by creating a Profile, uploading and/or reviewing data, including but not limited to the proxy of the farmer;
Content all information, data, or files made available by us through our platforms;
Fairfood   Stichting Fairfood International, also trading as Fairfood, with offices in (1092 AD) Amsterdam, at Mauritskade 64 and registered in the registry of the Chamber of Commerce with number 34141098;
Intellectual Property Rightsall intellectual property rights and related rights, such as copyrights, trademarks, database rights, trade secrets and neighbouring rights, as well as rights to know-how and performances on par with a patentable invention;
Interfacethe User-facing parts of our Platforms, including but not limited to the Consumer interface and the Company interface;
Platformplatform(s) of Fairfood, including Trace, accessible through the interface(s) and mobile application(s), including underlying technology and software, which enables the User to post, upload and access User Generated Content. The definition of our Platform includes but is not limited to all user interfaces, programs, data, database structures, documentation, source codes, object codes, variations, maps, algorithms, plans, charts, graphs and other materials relating to or incorporated in all future revisions and all technical and operating manuals and any other documentation;
Privacy Statement   the privacy statement of Fairfood, available at Fairfood.org; 
Profilea description of the Partner placed on the Platform, including but not limited to contact details and possibly company data;
Servicethe service provided to the User by Fairfood, including but not limited to the Platform Trace; 
Terms of Servicethese terms of service;
UserA person who makes use of the Service, uploads and/or reviews data by creating a Profile on behalf of a Partner (s)he works for;
VisitorA person who visits the Website and/or Consumer Interface; 
User-generated Contentall information, data or files made available by the User through the Platform, including but not limited to the Profile, Connections, Products, Claims, Transactions and Verifications;
Websitethe general website of Fairfood, available at Fairfood.nl, Fairfood.org and Fairfood.com, and all underlying pages.

Article 2. General

2.1 The most current Terms of Service can be found on the Platform or Website, or will be provided to the User during the use of the Service(s). We will always have the right to amend and/or supplement these Terms of Service. Any changes will be announced to the User at least 30 days before the amendment takes effect, via the Website, Platform, e-mail or otherwise. By continuing to use the Service(s), the User agrees to the amended and/or supplemented Terms of Service on behalf of the Partner. If the User does not agree with the proposed amendment of the Terms of Service, then it is recommended that the Service is no longer used and the Profile is deactivated by the User.

Article 3. Using our Service(s)

3.1 Fairfood International is not involved with the creation nor initial publication of the User-generated Content and other information provided by the User using the Service. 

3.2 The User is fully responsible and liable for all actions he carries out using the Platform and/or Service. 

3.3  Don’t misuse our Service(s). E.g. don’t try to access them through another way than the interface and the instructions we provide. We have the right to suspend or stop providing our Service(s) to you if you do not comply with our terms.

3.4  Using Fairfood’s Service(s) does not give you ownership of any intellectual property rights in our Service(s) or the content that you access. You may not use content from our SaaS Services unless the content has been published publicly, or if you obtained permission in any way.

3.5  You are responsible for your conduct, content and communications while using our Service(s). We may review content to determine whether it is illegal, and can remove or refuse to display it if we reasonably believe it violates our policies or the law.       

3.6  You may need a user profile to use (some of) our Service(s). You may create your own profile, or your profile is assigned to you by an administrator. To protect your profile, keep your password confidential. You are responsible for the activity that happens on or through your account. The User commits to i) keeping their details confidential and will at all times be responsible and liable for unauthorised use thereof and ii) taking appropriate safety measures including but not limited to measures to control the access to the Platform. 

3.7 If you are using our Service(s) on behalf of an organisation, that organisation accepts these terms. It will hold harmless and indemnify Fairfood and its suppliers and employees from any claim, action or proceedings arising from or related to the use of the Service(s).

3.8 We reserve the right to shorten, modify, reject, or remove the User-generated Content from the Platform if we considers this necessary without this leading to any right of the User to compensation and/or a refund and/or liability of Fairfood International in any way. 

Article 4. Access to the Service and availability

4.1 Fairfood will always have the right, without prior notice or being in any way required to provide compensation or to the User in any way, 

  1. to make procedural and technical changes and/or improvements to the Service and; 
  2. to (temporarily or permanently) discontinue, restrict, or end the Service or the Profile. Fairfood International does not guarantee that (all components of) the Service will always be available without interruptions or disruptions. 

4.2 Fairfood is in no way liable or required to pay damages to the User for any damage arising from or caused by the (temporary) unavailability or (interim) disruption of the Service. Fairfood is explicitly not responsible nor liable for any loss of User-generated Content caused by (interim) disruption of the Service or unlawful appropriation by a third party. 

4.3 In addition to any other (legal) remedies available to Fairfood, Fairfood will always have the right, if it considers there are grounds to do so, to – without substantiation or prior notice being required – (temporarily) suspend or discontinue the activities of the User in relation to the Service, to temporarily or permanently de-activate a Profile, to delete files, data and/or materials, to issue a warning, to discontinue the Service, or to refuse to offer the Service, specifically – but not exclusively – if: 

  1. the User acts in violation of these Terms of Use; 
  2. Fairfood International believes that the actions of the User may result in damage to or the liability of himself, other Users, third parties, or Fairfood International. 

Fairfood will never be liable as a result.

Article 5. Billing and Payments

5.1 The amount owed by the User for using our Service(s) is described in the Agreement. Unless otherwise indicated in the Agreement, the amount owed by the consumer must be paid within 14 days after the start of the withdrawal period or in the absence of a withdrawal period, within 14 days after the closing of the agreement.

5.2 A finance charge of 1.5% per month on the outstanding balance of an invoice will be charged on past due amounts (except on any fees that are disputed in by the Partner). Payments by the Partner will thereafter be applied first to accrued interest and then to the unpaid principal balance.

5.3 You may request an upgrade or extension to your plan at any time, and may request to downgrade your plan at the end of each contractual year, with at least 60 (sixty) days notice period.

Article 6. Modifying our Services

6.1 Fairfood is constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

6.2 We believe that you own your data, and preserving your access to such data is important to us. If we stop or remove (part) a Service, we will give you a reasonable notice and the chance to remove information from that Service if reasonably possible.

Article 7. Intellectual Property Rights

7.1 Some of our Services allow you to upload, submit, store, send and receive content. It is your responsibility to ensure that no content is published or collected which could cause serious harm to individuals or property.

7.2 The Intellectual Property Rights in relation to the Service, as well as the information provided through the Platform and Service, are entrusted to Fairfood and/or its licensors. When you upload, submit, store, send or receive content to or through our Service(s), you give us a worldwide license to use, host, store, reproduce, modify, communicate, publish, publicly perform, publicly display and create derivative works, plus distribute such content.

7.3 Fairfood grants the User a limited, personal, irrevocable, non-exclusive, non-sublicensable and non-transferable right to access and use the Service, including the Content and the Platform for the purposes set out in these Terms of Use. 

7.4 The User will keep the Intellectual Property Rights related to the User-generated Content posted by the User. The User acknowledges and accepts that by providing/uploading the User-generated Content (s)he automatically grants Fairfood a free, worldwide, irrevocable, sublicensable, and transferable license to: 1. use, reproduce, distribute and disclose the User Generated Content necessary in relation to the Service; 2. use the User Generated Content on an aggregated level, detached from the User and Company, for analyzations and statistical purposes. 

7.5 The User expressly may not download, copy, change, publish, or use information provided through the Service(s), for any other purposes than those set out in these Terms of Service, unless we or the relevant rightholder has given permission for this or if mandatory laws of the Netherlands permit this use. 

7.6 The User expressly waives all personality rights referred to in Article 25 of the Dutch Copyright Act insofar as this is permitted pursuant to this article of the Act. 

7.7 In the case an organisation collects data that is not sensitive or private, we encourage them to open up their data where appropriate, so it can support ‘the common good’.

7.8 Nothing in these Terms of Service is intended to transfer any Intellectual Property Right to the User. The User will not carry out any actions that may violate the Intellectual Property Rights of Fairfood, such as registering Fairfood domains, trademarks, or Google AdWords that are similar or identical to any object on which we hold the Intellectual Property Rights.

7.9 In case the User shares (personal) data with Fairfood by creating a Profile and using the Service. These data will be processed in accordance with the Privacy Statement used by Fairfood and applicable laws and regulations. Fairfood will always have the right to comply with requests of authorities for disclosure of information. 

Article 8. Other content

8.1 Fairfood’s Services may contain links to third-party websites or resources. We do not endorse nor are responsible or liable for their availability or accuracy. You are solely responsible for any use of such websites or resources.           

Article 9. Liability of our Services

9.1 Fairfood and our suppliers are not responsible for lost profits, revenues or data, financial losses or indirect, special, consequential, exemplary or punitive damages. We will not be liable for any loss or damage that is not reasonably foreseeable.

9.2 Both Parties shall indemnify, defend and hold harmless the other Party, its affiliates and their employees from and against all claims by a third party for losses, damages, costs or liability of any kind arising from, in connection with or relating to gross negligent acts or omissions or wilful misconduct of the Party’s personnel in the performance of its obligations under the Agreement within the current binding laws including, but not limited to, those that cause bodily injury or death or physical damage to tangible property and any theft or other misappropriation of the Party’s or its personnel’s information, property of funds by the other Party or the other Party’s employees.

9.3 The User is liable vis-à-vis Fairfood for, and fully indemnifies Fairfood against, all damage and costs incurred or suffered by Fairfood International as a result of: 1. an attributable shortcoming in the fulfilment of the Agreement by the User; 2. any actions of the User during the use of the Service, or; 3. an unlawful act. All costs incurred and suffered by Fairfood in any way related to such claims will be borne by the User.

9.4 The User undertakes vis-à-vis Fairfood that the information provided during the creation of the Service(s) and when posting User-generated Content is complete, current, and correct. The User acknowledges and understands that the accuracy, actuality, and completeness of the provided User-generated Content is of great importance for the proper operation of the Service. Fairfood is never responsible for checking the correctness of the provided User-generated Content, nor will it be responsible for any damage related thereto.  

9.5 The User undertakes vis-à-vis Fairfood that (s)he has the right to use the Service(s), and that (s)he will act in accordance with these Terms of Service. The User indemnifies Fairfood against claims by third parties based on the argument that the use of the Service by the User, including but not limited to posting User-generated Content, is in any way illegitimate.

9.5 Fairfood International solely accepts liability due to an attributable breach of its obligations, including the breach of a warranty (in Dutch: ‘toerekenbare tekortkoming’) to perform the Services and/or any unlawful act (in Dutch: ‘onrechtmatige daad’) or otherwise is limited to compensation up to the amount paid out by Fairfood International’s professional liability insurance in that context. 

Article 10. Duration and Termination

10.1 If the Agreement between Fairfood and the Partner is terminated for any reason, the right of the User to use the Service will expire with immediate effect, and the access to the Service will be cancelled immediately. 

10.2 User and/or Company can request Fairfood International for its User Generated Content for a period of six (6) months after termination. After six (6) months the User Generated Content will not be available anymore. 

10.3 User-generated Content which forms part of the blockchain will remain in the blockchain after termination, for the purpose to disclose the food supply chain. After deactivation, the Profile will be encrypted, so solely Fairfood will be able to consult the User-generated Content. After deactivation, the Visitors will only be able to see the encrypted information on the Platform. 

Article 11. About the Terms

11.1  These Terms of Service and any use of the Service and Website are governed by the laws of the Netherlands. 

11.2  All disputes that arise between the User and Fairfood will be submitted to the competent court in the district of Amsterdam, unless mandatory law stipulates that the dispute must be submitted to a different court. 

11.3  We may transfer the rights and obligations arising from these Terms of Service to third parties and will inform the User thereof. If the User considers this transfer of obligations to a third party unacceptable, the User may cease the use of the Service and close its Profile. 

11.4  If these Terms of Service are or become partially invalid, the User and Fairfood will remain bound to the remaining sections. We will replace the invalid part by clauses that are valid and whose legal consequences, given the contents and purpose of these Terms of Service, correspond as much as possible with those of the invalid part. 

11.5 If you are aware of any breach of these Terms or have any questions with regards to the Terms, please contact us at:

Fairfood
Mauritskade 64,
1092 AD Amsterdam,
The Netherlands.
info@fairfood.org

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