FoodFacts provides a platform, the “FoodFacts Hub”, available via the website https://hub.foodfacts.se (the “Website”), which the Customer will use to track and benchmark the sustainability and health impact of the Customer’s products and assortment.

These General Terms and Conditions (the "Terms") set forth the legally binding terms and conditions governing any use of the FoodFacts Hub. By signing the Subscription Agreement, the Customer acknowledges and agrees to be bound by these Terms.

1. DEFINITIONS

1.1 “Agreement” shall mean the Subscription Agreement together with these Terms.

1.2 “Calculated Data” shall mean any data or insights resulting from calculations or estimations performed by FoodFacts by the use of Licensed Data, Customer Data and any other available data, i.e. the calculated or estimated result of an assessment based on FoodFacts' algorithms, other than the original data itself.

1.3 “Customer” shall mean the company indicated in the Order.

1.4 “Customer Data” shall mean any data and information submitted or uploaded to the FoodFacts Hub by or on behalf of the Customer.

1.5 “Effective Date” shall mean the date of the beginning of the first subscription period.

1.6 “EULA” shall mean the Licensed Data Suppliers’ from time to time applicable end-user license agreements or terms of service governing the license and right to use the Licensed Data.

1.7 “Internal User” shall mean an individual who is authorized by the Customer to use the FoodFacts Hub. Internal Users may include, for example, employees of the Customer.

1.8 “Licensed Data” shall mean any data and information submitted or provided by a Licensed Data Supplier and incorporated into the FoodFacts Hub by FoodFacts under a valid license, and which might be used by the Customer in connection with the FoodFacts Hub.

1.9 “Licensed Data Supplier” shall mean any owner of Licensed Data.

1.10 “Malicious Code” shall mean code, files, agents, programs or similar that are intended to do harm, including by way of, e.g., viruses and trojan horses.

1.11 “Subscription Fee” shall mean the fee for the agreed Subscription Level of the FoodFacts Hub as payable by the Customer in advance on a yearly basis, or as otherwise agreed between the Parties.

1.12 “Subscription” shall mean the right to use the FoodFacts Hub in accordance with the Subscription Level set forth in the Order or as otherwise agreed between the Parties.

1.13 “Subscription Level” shall mean the agreed subscription level as described in the applicable Subscription Agreement.

1.14 “Territory” shall mean the EU.

1.15 “Third-Party Products” shall mean hardware and software products and tools offered by third parties which might be used by the Customer in connection with the FoodFacts Hub.

2. RIGHT TO USE THE FOODFACTS HUB AND LICENSE

2.1 Subject to the terms and conditions of the Agreement, and the Customer’s payment in full of the Subscription Fee, the Customer is hereby granted a non-exclusive, non-transferable, limited right, within the Territory, to access and use the FoodFacts Hub in accordance with the agreed Subscription Level during the term of this Agreement.

2.2 The FoodFacts Hub may only be used by the number of Users included in the Subscription Level, and in accordance with the other terms and conditions of the Agreement. The Customer is only entitled to change its designated Users within the agreed volume of Users if such change is necessary due to a reorganization of the Customer’s business, termination of employment, change of roles, or similar purposes. Additional Users are subject to an additional fee.

2.3 FoodFacts grants the Customer a non-exclusive, non-transferable, limited right to use data and information provided via the FoodFacts Hub, including but not limited to Calculated Data, in whole or in part, for internal purposes.

2.4 FoodFacts grants the Customer a non-exclusive, non-transferable, limited right to use Calculated Data based on Customer Data for external purposes, such as marketing or promotional activities, provided that the Customer clearly indicates that the data is generated by use of the FoodFacts Hub and includes FoodFacts’ brand name and logo in a prominent and visible place in all external communications. The Customer is not allowed to use any data or information provided from the FoodFacts Hub for marketing or other promotional activities that include any benchmarking against a third party.

3. FOODFACTS’S RESPONSIBILITIES

3.1 Foodfacts will:

(a) make the FoodFacts Hub available to the Customer during the term of this Agreement;

(b) make Licensed Data available to Customer under a valid license, provided that the Customer and its Users has accepted the relevant EULA(s) and complies with this Agreement.

(c) ensure that FoodFacts Hub comply with applicable law within the Territory (provided that the FoodFacts Hub is used by the Customer in accordance with the terms of this Agreement).

(d) prevent unauthorized access to or use of the FoodFacts Hub.

(e) not use, copy or otherwise transfer Customer Data, except as expressly permitted by this Agreement or any written authorization provided by the Customer.

3.2 Notwithstanding what is set forth in section 3.1, Foodfacts withholds the right to, at the sole discretion of Foodfacts, amend the FoodFacts Hub at any time, provided that i) the functionality offered via the FoodFacts Hub is not materially reduced or ii) such change is not otherwise reasonably to the detriment of the Customer.

3.3 The Customer is aware that information, data, or recommendation displayed and provided through the FoodFacts Hub is based upon estimates and data provided from different sources. The Customer is also aware that any estimates provided via Calculated Data is dependent on the accuracy of the Customer Data. The Customer therefore acknowledges that all information contained in the FoodFacts Hub are estimates provided for general guidance purposes and that the Customer shall exercise reasonable skill, care, and independent judgment in assessing and utilizing the provided information, including obtaining professional advice where necessary, to ensure its suitability for Customer's specific needs and circumstances.

4. CUSTOMER’S RESPONSIBILITIES

4.1 The Customer will:

(a) ensure Users’ use of the FoodFacts Hub is in compliance with the Agreement;

(b) be responsible for the legality of all Customer Data and the means by which the Customer acquired Customer Data;

(c) use the FoodFacts Hub only in accordance with the Agreement, any instructions provided by FoodFacts, and applicable laws and government regulations;

(d) use commercially reasonable efforts to prevent unauthorized access to or use of the FoodFacts Hub, including but not limited to ensuring that user accounts and passwords are kept confidential and not shared with any unauthorized user, and shall notify FoodFacts promptly of any such unauthorized use;

(e) not use, copy, or otherwise transfer the FoodFacts Hub, Licensed Data, or any part thereof, except as expressly permitted by the Agreement;

(f) not alter, develop, or make additions to the FoodFacts Hub, or any part thereof;

(g) not rent, lend, or otherwise permit anyone other than Users, directly or indirectly, with or without remuneration, to dispose of or otherwise access the FoodFacts Hub;

(h) not permit direct or indirect access to or use of the FoodFacts Hub in a way that circumvents contractual usage limits;

(i) not use the FoodFacts Hub to store or transmit Malicious Code;

(j) not decompile or reverse engineer the FoodFacts Hub, or any part thereof, or by any other means attempt to recreate the source code of the FoodFacts Hub or make copies for archival or disaster recovery purposes, except as required by mandatory law in force from time to time.

4.2 FoodFacts may, at its sole discretion and at any time, suspend or discontinue a User’s right to access and use the FoodFacts Hub without prior notice and without any liability of any kind, in case FoodFacts suspects or determines that a User’s use of the FoodFacts Hub in any way violates this Agreement.

5. LICENSED DATA

5.1 As part of the provision of the FoodFacts Hub, FoodFacts displays Licensed Data from Licensed Data Suppliers, including the following:

(a) Agrifootprint: Blonk Milieu Advies B.V., Groen van Prinsterersingel 45, 2805 TD, Gouda, The Netherlands;

(b) NTM: NTM Nätverket för Transporter och Miljön, Timmermansgatan 18, 2 tr, 118 55 Stockholm, Sweden;

(c) RISE Research Institutes of Sweden AB: Frans Perssons väg 6, Box 5401, 402 29 Göteborg, Sweden.

5.2 The Customer acknowledges and agrees that, by accepting this Agreement, the Customer is also agreeing to be bound by the from time to time applicable end-user license agreements (EULAs) or terms of service of any Licensed Data Suppliers, and shall ensure that the Users accept and comply with the same. Acceptance of this Agreement constitutes acceptance of all such Licensed Data Suppliers’ EULAs or terms, which shall be made available to the Customer upon request and are incorporated herein by reference. In particular, the Customer represents and warrants that the Customer and its Users do not:

(a) use, copy, adapt, change, translate, modify, sub-license, sell, or distribute all or any portion of the Licensed Data other than as expressly granted in this Agreement or as otherwise required by mandatory law;

(b) reproduce, disseminate, or publicly display the Licensed Data, or any portion or derivation thereof, other than as granted in this Agreement;

(c) grant to any third party any rights regarding the Licensed Data (e.g., sub-licensing rights);

(d) publish or make available to others derivative databases, datasets, or database-like products using all or any portion of the Licensed Data or any derivation thereof;

(e) prepare extracts of the Licensed Data, or any portion or derivation thereof;

(f) use the Licensed Data, or any portion or derivation thereof, in any other product or service;

(g) use the Licensed Data, or any portion or derivation thereof, to provide any service for third parties, except for the studies and reports expressly permitted under this Agreement;

(h) use web crawlers or any other types of software or hardware technology to automatically download or index the Licensed Data;

(i) reverse engineer, decompile, or disassemble any tool or component to derive the Licensed Data therefrom.

5.3 FoodFacts and the Licensed Data Suppliers shall have the right, itself or through an independent auditor, to conduct audits of the Customer’s use of the FoodFacts Hub to verify that the Customer’s use of the Licensed Data and any licenses or rights granted to the Customer under this Agreement are in accordance with the terms of this Agreement. Any audit shall be conducted during normal business hours and in a manner that minimizes disruption to the Customer’s operations. The Customer agrees to provide FoodFacts, the Licensed Data Supplier, or its appointed auditor with reasonable access to relevant records, systems, and personnel as necessary to verify compliance with the Agreement.

5.4 FoodFacts’ ability to provide the FoodFacts Hub in accordance with this Agreement is contingent upon the proper provision of Licensed Data from the Licensed Data Suppliers. FoodFacts shall not be held liable for any interruptions or failures in performance caused by a Licensed Data Supplier’s inability to provide Licensed Data, provided that FoodFacts has taken reasonable steps to secure the provisioning of the Licensed Data.

6. THIRD PARTY PRODUCTS OR SERVICES

6.1 To use the FoodFacts Hub, the Customer may be dependent on Third-Party Products.

6.2 The Customer acknowledges and accepts that FoodFacts does not warrant the availability or functionality of such Third-Party Products and assumes no liability for the suitability of Third-Party Products for the purposes of accessing and using the FoodFacts Hub.

6.3 The functionality of the FoodFacts Hub is dependent on the Customer having an adequate internet connection, and it is the sole responsibility of the Customer to ensure that it maintains a proper internet connection for the proper functionality of the FoodFacts Hub.

7. FEES AND PAYMENT

7.1 The Customer shall pay the Subscription Fee for the ordered Subscription Level for the FoodFacts Hub in accordance with the applicable Order. All Subscription Fees are stated exclusive of value-added tax (VAT).

7.2 FoodFacts has the right to annually change the Subscription Fee upon renewal of the Subscription term. For such change to be valid, FoodFacts must inform the Customer of the change no later than sixty (60) days before the expiry of the current Subscription term.

7.3 In addition to Section 7.2, FoodFacts has the right to increase the Subscription Fee if FoodFacts’ costs of providing the FoodFacts Hub increase significantly as a result of increased costs for Licensed Data. FoodFacts shall notify the Customer of a price adjustment under this Section 7.3 in writing at least thirty (30) days before the price adjustment takes effect. If the price increase exceeds fifteen percent (15%) of the Subscription Fee charged for the previous Subscription period, the Customer has the right to terminate this Agreement by providing written notice to FoodFacts.

7.4 The Subscription Fee and any other fees agreed between the Parties shall be payable in advance against invoice and with payment terms of thirty (30) days from the date of the invoice.

7.5 In the event of late payment, the Customer shall pay late payment interest in accordance with the Swedish Interest Act (Sw. Räntelagen (1975:635)) on any outstanding amount. For any written payment reminder, FoodFacts is entitled to charge a reminder fee of SEK 60. FoodFacts is entitled to discontinue the Customer’s use of the FoodFacts Hub until all outstanding amounts have been paid in full.

8. SUPPORT AND ONBOARDING

8.1 If included in the Order, FoodFacts will provide the Customer with the support and onboarding services in accordance with the Subscription Agreement. 

9. PROPRIETARY RIGHTS AND LICENSES

9.1 The ownership of and all intellectual property rights, including but not limited to patents, trademarks, copyright, database rights, know how, trade secrets, and all rights or forms of protection of a similar nature (“Intellectual Property Rights”), in the FoodFacts Hub or any content or data included as part of the FoodFacts Hub, with the exception from Customer Data, shall be owned by and vested in FoodFacts, or our licensor, and nothing in these Terms shall be interpreted as a transfer of such rights from FoodFacts to the Customer. The Customer is solely entitled to the limited license to the FoodFacts Hub specifically granted under these Terms.

9.2 Ownership and Intellectual Property Rights to Customer Data is owned by and vested in the Customer. The Customer hereby grants FoodFacts a license to host, copy, transmit and display Customer Data as necessary for FoodFacts to provide the FoodFacts Hub in accordance with the Agreement. Furthermore, the Customer grants Supplier a perpetual, non-exclusive, royalty-free license to access, use, process, and analyze Customer Data and any data generated through Customer's use of the FoodFacts Hub, solely for the purpose of improving, optimizing, and enhancing FoodFacts’ services. This license includes, but is not limited to, the right to use the data in the training, testing, improvement and development of FoodFacts’ algorithms and machine learning models. FoodFacts shall ensure that all such use of Customer Data complies with the confidentiality obligations set forth in this Agreement. Insights and results, including but not limited to, calculations and algorithms, machine learning training sets and machine learning models, derived from Customer Data, shall, without restrictions, be owned by FoodFacts who shall also have the right to retain such data and results after the termination or expiry of this Agreement, and after the Customer has from time to time deleted Customer Data entered into the FoodFacts Hub by using features for deletion in the FoodFacts Hub or by requesting deletion of Customer Data from the FoodFacts Hub. FoodFacts is also entitled to keep any data, including Customer Data, if necessary for the purpose of ensuring backups or to comply with applicable law, including but not limited regulatory purposes (e.g. for auditing, security reviews, invoicing or tax purposes).

10. PROCESSING OF PERSONAL DATA

When using the FoodFact Hub, FoodFacts will process personal data about the Users. FoodFacts processes this personal data in accordance with our privacy notice available from time to time at https://www.foodfacts.se/gdpr. 

11. CONFIDENTIALITY

11.1 Each Party undertakes not to disclose to any third party, without the consent of the other Party, any information, including Customer Data, received from the other Party relating to its business which can reasonably be deemed to be of a confidential nature, including trade secrets and information covered by any statutory duty of secrecy. Information stated by one of the Parties to be confidential shall always be deemed to constitute Confidential Information.

11.2 The Parties’ confidentiality obligations under this Section 11 shall not apply to trade secrets or any other confidential information which the receiving Party can demonstrate:
(i) was already known when received;
(ii) is or has become public knowledge other than through a breach of the Agreement;
(iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
(iv) is required to be made publicly available due to a court order, a decision by a public body, or as otherwise required by mandatory law.

11.3 Each Party agrees to impose on its employees and consultants, in an appropriate manner, the confidentiality obligations set out in this Section 11. The Parties shall ensure that any subcontractors engaged, together with any of their employees involved in the assignment, sign a confidentiality undertaking containing equivalent provisions for the benefit of the other Party.

11.4 The Parties’ obligations under this Section 11 shall be valid during the term of the Agreement and shall continue for a period of five (5) years after expiration or termination of the Agreement, regardless of the reason therefor.

12. WARRANTIES AND DISCLAIMERS

12.1 The FoodFacts Hub is cloud based and provided via the internet and actual availability is hence dependent on factors outside of FoodFacts’s control. FoodFacts does not warrant that the FoodFacts Hub will perform without error or that it will run without immaterial interruption.  

12.2 Except as expressly provided herein, FoodFacts makes no warranty of any kind whether express, implied statutory or otherwise and the Customer hereby, to the maximum extent permitted by applicable law, disclaims all implied warranties such as implied warranties for fitness for a particular purpose, merchantability, non-infringement, and the FoodFacts Hub being free from errors and bugs.

13. WARRANTIES AND DISCLAIMERS

13.1 FoodFacts shall, except in the event of its gross negligence or willful misconduct, in no event be liable for any loss of profit, revenue, business savings or goodwill, loss of data, or the Customer’s obligation to compensate any third-party or any indirect or consequential damage whatsoever. 

13.2 FoodFacts’ aggregate and total liability under the Agreement shall be limited to direct damages and to an amount equal to 100 percent of the Subscription Fee paid by the Customer during the year when the incident causing the loss occurred.

14. TERM AND TERMINATION

14.1 The term of the Agreement shall begin on the Effective Date and, subject to notice of non-renewal in accordance with Section 14.2, shall expire at the end of the relevant Subscription term, unless terminated earlier by either Party as set out in this Section 14.

14.2 The term of each Subscription is twelve (12) months, unless otherwise specified in the applicable Subscription Agreement. Except as otherwise specified in the Subscription Agreement, the Subscription shall automatically renew for additional periods equal to the expiring Subscription term, unless either Party gives the other Party notice of non-renewal at least thirty (30) days before the end of the relevant Subscription term.

14.3 Either Party may, upon written notice to the other Party, terminate the Agreement with immediate effect if:
(i) the other Party has committed a material breach of the Agreement and has not remedied such breach within thirty (30) days after receipt of written notice thereof; or
(ii) the other Party is wound up, or if a trustee in bankruptcy or insolvency, liquidator, receiver, or manager on behalf of a creditor is appointed, or if circumstances arise which would entitle a court or a creditor to make a winding-up order, or if it is otherwise likely that the other Party is insolvent.

14.4 Upon termination or expiration of the Agreement or a Subscription term as set forth above, the Customer shall not be entitled to any refund of Subscription Fees paid in advance covering the remainder of any Subscription term. All licenses granted to the Customer under this Agreement shall automatically be revoked, and the Customer shall cease to use the FoodFacts Hub and all data provided through the FoodFacts Hub, including but not limited to Calculated Data, and shall return or destroy all copies of documents relating to such data in accordance with FoodFacts’ instructions.

15. NOTICES

15.1 Notice of termination and other notices shall be given or made either by delivery by hand, sent by prepaid registered post or sent by e-mail to the contact person at the addresses provided by the Parties and will be deemed to be duly received: (i) if delivered by hand, when left at the address of the recipient, receipt confirmed; (ii) if sent by prepaid registered post, with return receipt requested, (3) days after the date of posting; or if sent by email, the day it was sent, provided that the sending Party does not receive any error message and that the sending email account indicates that the email was sent to the correct address. 

15.2 Any Party may change its contact details for service by notice as provided in this clause.

16. FORCE MAJEURE

16.1 Neither Party shall be responsible to the other for any failure or delay in performing any of its obligations under the Agreement, or for any other non-performance hereof, if such failure, delay, or non-performance is caused by pandemic, strike, labour disturbances, fire, flood, riot, act or ordinance of any governmental or local authority, terrorism, or any other cause beyond the reasonable control of that Party (a “Force Majeure Event”). The Party affected by a Force Majeure Event shall immediately inform the other Party of such event and use reasonable commercial efforts to remove or overcome the hindrance to performance. If a Force Majeure Event continues for more than three (3) months, either Party shall have the right to terminate the Agreement with immediate effect.

16.2 A Force Majeure Event that occurred prior to the formation of the Agreement shall give rise to a right of termination only if its effect on the performance of the Agreement could not reasonably have been foreseen at the time of formation of the Agreement.

16.3 If, as a result of a Force Majeure Event, the performance by either Party of such Party’s obligations under this Agreement is only partially affected, such Party shall nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event.

17. ASSIGNMENT AND SUBCONTRACTORS

17.1 The Customer may only assign any rights or obligations under the Agreement to a third party with the prior written consent of FoodFacts.

17.2 FoodFacts shall have the right to assign or otherwise transfer any or all of its rights and obligations under this Agreement, in whole or in part, to any third party without the prior consent of the Customer.

17.3 FoodFacts may engage subcontractors to provide the FoodFacts Hub. If it does so, FoodFacts shall ensure that such subcontractors are bound by confidentiality obligations equivalent to those binding FoodFacts under this Agreement.

18. AMENDMENTS

18.1 Any amendment or modification to these General Terms and Conditions must be notified to the Customer via email at least thirty (30) days before the amendment becomes effective.

19. SURVIVAL OF PROVISIONS

19.1 Any provision herein that, by its nature, is intended to survive the termination of the Agreement shall survive such termination and remain in force without limitation in time.

20. GOVERNING LAW AND DISPUTES

20.1 The Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of law rules.

20.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the Parties.

20.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute, and other relevant circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators.