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Master service agreement (MSA) – Trazable Life Cycle

General Conditions

Background. Trazable is the owner, beneficiary, and for these purposes, the licensor of a solution dedicated to calculating the environmental impact of food products. This solution is described in these general conditions and is made available to the Client in the form of a subscription to an ongoing service for accessing the Platform (hereinafter, “SaaS”) in exchange for an annual fee, for use by the client under the usage rules and limitations described herein, in order to operate and integrate the “Trazable Life Cycle” solution into their business.

  • Purpose
    The purpose of this Agreement is to establish the terms and conditions applicable to the provision by Trazable to the Client of an environmental impact calculation tool, which includes, by way of example but not limited to, (i) a license to use the software, documentation, and know-how provided by Trazable in order to operate the “Platform” solution; (ii) a maintenance and software update service.

Terminology

UpdateIf applicable, refers to new versions or maintenance releases that may be published by Trazable and made available to the Client.
AffiliateIncludes, in relation to any of the parties, each and every subsidiary or holding company of that party, and each and every subsidiary of a holding company of that party. “Holding company” and “subsidiary” mean a commercial company whose main or sole function is to own or manage the property of other companies, the former; and a company that is controlled by another which owns the majority of its capital, the latter.
General ConditionsRefers to the general, non-negotiable terms and conditions that apply to the provision of SaaS services by Trazable.
ContractAn ongoing service agreement under which Trazable makes the Platform available to the Client in exchange for a Fee, and which comprises (i) these general conditions; (ii) as well as any scheme, annex, addendum, or policies incorporated herein directly or by reference.
ControlAn entity will be deemed to “control” another entity if it owns, directly or indirectly, more than 50% of the voting securities or outstanding share capital of such entity, or any other comparable interest in capital or ownership concerning an entity that is not a corporation.
Intellectual Property RightsPatents, utility models, invention rights, copyrights and related rights, trademarks and service marks, trade names and domain names, presentation rights, goodwill and the right to sue for passing off or unfair competition, design rights, software rights, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets), and any other intellectual property rights, including all applications (and rights to apply for and obtain), renewals or extensions of such rights, and rights to claim priority thereof, as well as all similar or equivalent rights or forms of protection existing or to exist, currently or in the future, anywhere in the world.
Business DayA day that is not a Saturday, Sunday, or public holiday in Spain on which banks in Valencia are open to the public.
DocumentationThe document detailing the specification of the Platform found at https://trazable.io/lifecycle/, which may be updated by Trazable from time to time.
Permitted PurposesAs defined in clause 4.
New VersionAny new version of the Platform that is distributed by Trazable from time to time in the course of its normal business, which contains new features or services significant enough compared to previous versions to be generally accepted in the market as constituting a major version. It will be subject to additional fees. New versions will be identified by the version number accompanied by its corresponding subversion number (e.g., version 2.XXX, where “2” is the major version number).
OfferRefers to the current plan of Services selected by the Client that pertains to the Services to be provided by Trazable.
Open-Source SoftwareSoftware as defined by the Open Source Initiative or the Free Software Foundation.
Initial Trial PeriodRefers to the initial trial period set forth in the applicable Order Form.
PlatformRefers to the solution created by Trazable, made available to the Client through a SaaS in exchange for an annual or otherwise agreed fee as per the Order Form. The Platform includes, among other things: (i) a license to use the software, (ii) documentation, and (iii) know-how provided by Trazable to operate the solution.
ServicesRefers to the services provided by Trazable through the provision of the Platform to its Clients. The services included and effectively provided by Trazable are: (i) a license to use the software, documentation, and know-how provided by Trazable to operate the solution; (ii) a maintenance and update service for the Platform.
Statement of Work o SoWIf applicable, refers to the work document that details all the work that Trazable has done or must do by prior agreement with the Client (separate from these conditions) to facilitate the use or integration of the Services or Platform into the Client’s operations.
FeeThe fees to be paid by the Client to Trazable as set forth in the applicable package, in the manner and by the means established in clause 6.
TerritoryRefers to the territory or territories listed in the applicable Order Form, in which the Platform license is valid.
Maintenance ReleaseThe release or provision to the Client of a version of the Platform that corrects bugs, faults, or non-operational issues, and (may add) adds functionalities or amends, corrects, or updates the Platform, not constituting a new version. Such releases will be published identified by the version number and the corresponding maintenance subversion number (e.g., version X.015, where “015” is the maintenance subversion).
VirusAnything or device (including any software, code, file, or program) that may: prevent, impair, or adversely affect the operation of any software, hardware, or computer network, any service, equipment, or telecommunications network, or any other service or device; prevent, impair, or adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by reorganizing, altering, or deleting the program or data in whole or in part or otherwise); or adversely affect the user experience, including worms, trojans, viruses, and other similar things or devices.
  1. The headings of the clauses, the annex, and the paragraphs shall not affect the interpretation of this agreement.
  2. Unless the context otherwise requires
    1. words in the singular shall include the plural and vice versa;
    2. a reference to a law or legal provision is a reference to it as amended, extended, or re-enacted from time to time;
    3. a reference to one gender includes references to the other genders; and
    4. any word following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
  3. In case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the annexes, the provision in the body of this agreement shall prevail.
  4. A person includes a natural person, a corporation, or an unincorporated entity (whether or not having separate legal personality) and that person’s personal representatives, successors, and permitted assigns.
  5. References to clauses and annexes refer to the clauses and annexes of this agreement and references to paragraphs refer to the paragraphs of the relevant annex.
  6. The annexes form part of this agreement and shall have the same effect as if set out in full in the body of this agreement. Any reference to this agreement includes the annexes.

Services

  1. The services to be provided by Trazable are as follows:
    1. A non-exclusive, revocable, temporary license, limited to the territory in which the Client operates, free of charges, encumbrances, royalties, and whose remuneration is understood to be included in the fee determined by Trazable for the platform, associated documentation, and know-how.A non-exclusive, revocable, temporary license, limited to the territory in which the Client operates, free of charges, encumbrances, royalties, and whose remuneration is understood to be included in the fee determined by Trazable for the platform, associated documentation, and know-how.
    2. Providing the corresponding documentation to the Client’s selected personnel for the proper use of the Platform.
      1. The documentation will be specified in Annex […] of this Contract.
    3. Technical support service, in writing via email with the Client for the correct provision of the Services.
      1. Technical support will be provided via email notification at the following address: [email protected]. Trazable’s response hours will be from 9 AM to 5 PM CEST, Monday to Friday, and the response time will be less than 72 hours from the receipt of the inquiry via email [email protected].
    4. Updating the Platform to the latest version whenever technological and functional improvements developed by Trazable are incorporated.

The specific terms and conditions for the provision of this service will be specified independently of these General Conditions.

  1. Additional services. In the event that a Client has requested additional services and Trazable agrees to provide them, the applicable terms and conditions will be agreed upon by the parties separately from these General Conditions.

Provision of Services; and License

  1. In consideration of the Fee to be paid by the Client to Trazable, Trazable grants the Client, in accordance with the Contract, a non-exclusive, non-transferable, non-sublicensable license, paid through the Fee, free of charges, encumbrances, and royalties, on the rights to use and reproduce the Platform, solely for the permitted purposes, and for the duration of this agreement.
  2. The permitted purposes, for the purposes of this Contract, are:
    1. the use in compiled format and through the user interface (“UIX”) of the Platform with the limits established for each pack.
  3. The use of the Platform for any purpose other than that stated in the previous paragraph (clause 4.2(a)) is not allowed without Trazable’s prior consent. In the event that a different use is agreed upon by adding an annex, the Client acknowledges that additional amounts may be charged or the Fee may be modified.
  4. The Client may not use the Platform to create any software, solution, or computer program whose expression is identical or substantially similar to the Platform, nor to use the information provided in a manner that may be restricted according to the copyright rights protecting the Platform and Services.
  5. The Client may not:
    1. sublicense, assign, or novate the benefit or burden of this agreement in whole or in part, except as permitted by clause 4.2;
    2. allow the Platform and/or Services to be subject to any charge, encumbrance, or lien; and
    3. otherwise deal with its rights and obligations under this contract without Trazable’s prior consent.
  6. Trazable may at any time sublicense, assign, novate, charge, or otherwise deal with any or all of its rights and obligations under this agreement, provided it notifies the Client in writing.
  7. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
  8. Notwithstanding any other provision of this agreement, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information it holds relating to this agreement or its subject matter, related negotiations, and the other party, which is reasonably necessary for the proposed assignment, provided no disclosure under this clause is made until the other party has been notified of the identity of the proposed assignee.
  9. The Client shall:
    1. maintain complete and accurate records of the disclosure and general use of the Platform and/or Services by the Client and its users, and provide such records to Trazable when requested;
    2. allow and assist Trazable to monitor such use (described in clause 2.9.(a)), as well as other diagnostic information, anonymously;
    3. notify Trazable as soon as it becomes aware of any unauthorized use of the Platform or Services by any person; and
    4. pay, for extending the scope of the licenses and/or rights granted under this agreement to cover any unauthorized use, an amount equal to the fees Trazable would have charged (according to its then-current standard commercial terms) if it had granted the license or otherwise permitted any unauthorized use on the date such use began.
  10. The Client shall not access, store, distribute, or transmit any Virus, or any material or act in any other manner, during its use of the Platform or Services that:
    1. is illegal, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, color, religious belief, sexual orientation, or disability;
    6. attempts to gain unauthorized access or disrupt any service, device, data, account, or network; or
    7. is illegal or causes damage or injury to any person or property.
  11. The Client shall not (and shall ensure that any third party does not):
    1. damage, misuse, overload, or degrade the Platform or Services;
    2. attempt to access or modify restricted areas of Trazable’s or third-party computer systems;
    3. except as expressly permitted by applicable law and/or only to the extent strictly necessary to exercise its rights under this agreement, reverse engineer, decompile, disassemble, reproduce, translate, modify, version, market, duplicate, transform, remove, or transmit source codes or object codes to an individual or legal entity, in whole or in part, by any means, whether mechanical, magnetic, or otherwise, regarding the Platform or Services, in whole or in part, without Trazable’s prior, express, and written consent;
    4. use the Platform or Services to integrate the technology into software applications that are or may be considered illegal or immoral or that may damage Trazable’s image; or
    5. modify or attempt to modify the Platform or Services in any way or impair Trazable’s ability to collect and/or otherwise use Trazable data.
  12. The Client will allow Trazable to inspect and access any records maintained in connection with this agreement, to ensure that the Client is complying with the terms of this agreement, provided Trazable gives the Client reasonable prior notice of such inspections, which will take place at reasonable times.
  13. Without prejudice to Trazable’s other rights or remedies, Trazable reserves the right to suspend the Client’s access to or use of the Platform or Services without prior notice in the event that the Client breaches, or Trazable reasonably determines that the Client has breached, applicable law and/or this clause. To the extent it is remediable, Trazable will promptly lift such suspension once the Client has remedied the corresponding breach.

Update, Versions, and Maintenance Releases

  1. Trazable will provide the Client with all Maintenance Releases that are generally made available to its customers.
  2. Trazable will provide the Client with technical support for the use of the Platform or the Services in accordance with Annex II (terms and conditions of SaaS use), free of charge. The Client acknowledges and agrees that Trazable reserves the right to charge for any technical support that exceeds the Service Levels established in Annex II in accordance with Trazable’s then-current rates.

Price and Payment Methods

  1. The Client will pay Trazable via the payment method selected at the time of registration and communicated to our payment service provider, the amounts stipulated at that time for each package, on an annual recurring basis.
  2. All sums payable under this agreement are exclusive of VAT and local sales taxes, for which the Client shall be responsible.
  3. The Services will be invoiced and paid on an annual basis.
    1. Charges will be made through our payment provider using the payment method provided by the Client within the first 5 days of each month/year in advance.
    2. The corresponding invoices will be issued within the first 15 days of each year.
  4. If the Client fails to make any payment due to Trazable under this contract on the due date for payment, then, without limiting Trazable’s remedies under this contract, the Client shall pay interest on the overdue amount at an annual rate equal to that listed in the Bank of Spain’s Default Interest Rates Table at the time the delay occurs. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Client must pay the interest together with the overdue amount.
  5. The price indicated by Trazable as compensation may vary when:
    1. Annual variations according to the consumer price index (CPI).
    2. Expressly agreed between the Parties in writing; and/or
    3. The range of products and/or batches whose traceability is analyzed through the Product is expanded; and/or
      1. In these cases, an automatic update of the Service price will be made, which will be duly itemized in the invoice for the month in which the Service expansion was carried out.
    4. The scope of the Maintenance Service is expanded for any reason; and/or
    5. When any substantial variation and/or modification occurs under this Contract and/or any of its Annexes.
  6. Changes made to the conditions of the Contract must be duly reflected in writing by subscribing to an Amending Addendum (a document prepared by Trazable and the Client) descriptive of modifications to any of the terms of this Contract, which must be signed by both Parties to take effect and, once signed, will be incorporated into the Contract and modify its terms.
  7. In cases of early termination (see clause 8 below), no charge or proportional part of a monthly/annual fee will be refunded.

Upgrade. Downgrade.

  1. The Client, through the following site https://lifecycle.trazable.io/ or via the email [email protected], can proceed to make modifications to the chosen subscription type. In this way, the Client has the prerogative to modify the conditions applicable to their current subscription by selecting any of the subscriptions (hereinafter, “upgrade” or “downgrade”).
  2. If the Client wishes to perform an upgrade or downgrade, they must do so through the section available in their control panel.
    1. The pack modifications will take effect from the first day after the request and payment are made.
    2. Billing and payment processing with the new amounts will be carried out starting from the month following the Client’s upgrade request.

Validity. Early Termination.

  1. This Agreement shall take effect from the moment the Client registers and shall have a minimum term of one (1) calendar year.
  2. The term of the Agreement may be extended for equal periods, without any limit.
  3. The Client, notwithstanding the minimum term, does not acquire any commitment to remain.
    1. For annual subscriptions, the Client must give a minimum of 1 month’s notice before the date they wish to terminate the Agreement and cease to benefit from the Services.
    2. The Client, from the effective communication of their desire to terminate the Agreement early until the effective termination date, may continue to benefit from the Services.
  4. The desire for early termination must be communicated by the Client to Trazable by email (with content certification) and attaching an early termination notice duly signed by a person with sufficient representation and authority to act on behalf of third parties.

Consequences of Termination

  1. Without prejudice to any other right or remedy available, either party may terminate this agreement immediately by written notice to the other party if:
    1. Early termination in accordance with clause 8.
    2. The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment.
    3. The other party commits a material breach of any other term of this contract and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so.
    4. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of applicable insolvency or bankruptcy legislation.
    5. The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
    6. The other party applies for or obtains a moratorium under any applicable legislation.
    7. An order is made, a resolution is passed, a notice is given or an order is issued, for or in connection with the winding up of the other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
    8. An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party (being a company, partnership or limited liability partnership).
    9. A floating charge holder over the assets of the other party has become entitled to appoint or has appointed an administrative receiver.
    10. A person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party.
    11. A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution or similar process is levied or enforced on, any part of the other party’s assets and such attachment or process is not discharged within 14 days.
    12. Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (c) to (j) (inclusive); or
    13. The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
  2. Without prejudice to any other provision of this Agreement, the Provider shall have the right to terminate this Agreement immediately upon notice to the Client in the event that the Client undergoes a Change of Control.
  3. Termination or expiration of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiration.
  4. Upon termination for any reason:
    1. All rights granted to the Client under this Agreement will cease.
    2. The Client shall cease and shall procure that any other user ceases all activities authorized by this Agreement (including, but not limited to, access and use of the Platform and the Services).
    3. The Client shall immediately pay to Trazable any amounts due to it under this Agreement.
    4. The Client shall uninstall (or otherwise delete) and cease access to the Platform and the Services and shall certify that it has done so.
  5. Any provision of this agreement that is expressly or implicitly intended to come into or continue in force at or after termination of this agreement, including Clause 2 (Terminology), Clause 6.7 (Confidentiality and Publicity), Clause 12 (Indemnities), Clause 13 (Limitation of Liability), shall continue in full force and effect.

Confidentiality and Publicity

  1. During the term of this agreement and thereafter, each party shall maintain the confidentiality of all confidential information (including trade secrets, technical know-how, and commercially valuable information) that it may become privy to regarding the other party or any of its affiliates, and shall not use it for its own purposes (except for the implementation of this agreement) or disclose it to third parties without the prior written consent of the other party (except to its professional advisors or as required by law or any legal or regulatory authority), unless such information is in the public domain or is already known at the time of signing the agreement, can be acquired by the other party through the other party and relates to the other party or any of its affiliates, unless such information is in the public domain or is already known by such party at the time of disclosure, or subsequently becomes public knowledge for reasons other than a breach of this agreement, or subsequently becomes legally possessed by such party through a third party. Each party shall take all reasonable steps to prevent the unauthorized disclosure of such information.
  2. Neither party shall make, or allow any person to make, any public announcement regarding this agreement without the prior written consent of the other parties (such consent shall not be unreasonably withheld or delayed), unless required by law, any governmental or regulatory authority (including, without limitation, any relevant stock exchange), any court or other competent jurisdictional authority.

Representations and warranties

  1. Trazable guarantees and commits, to the best of its ability and within its capabilities without entailing an effort that may be considered disproportionate considering Trazable’s idiosyncrasy, that:
    1. It will perform its services with reasonable care and skill.
    2. The Platform or Services will conform in all material respects to the specifications in the documentation for a period of [90 days] from the effective date of this contract (Warranty Period). If, within the Warranty Period, the Client notifies Trazable in writing of any defect or failure in the Platform or Services as a result of which it does not conform in all material respects to the documentation, and such defect or failure is not a result of the Client, or any person acting with the Client’s authority, having modified the Platform or Services or used them outside the terms of this Agreement for a purpose or in a context other than that for which they were designed or in combination with any other software not provided by Trazable, or has not been reproduced, in Trazable’s reasonable opinion, on properly configured equipment, the Client may:
      1. Demand that the defects be rectified or the incidents resolved as soon as possible; or
      2. Immediately terminate this Agreement by written notice to Trazable and refund any Fees paid by the Client up to the date of termination (less a reasonable sum in relation to the Client’s use and/or access to the Platform or Services up to the date of termination), provided that the Client has complied with its obligations under this contract; and
      3. Provided the Client provides all information that may be necessary to assist the Provider in resolving the defect or failure, including documented examples of any defect or failure, or sufficient information to enable the Provider to recreate the defect or failure.
  2. Trazable does not warrant that the use of the Platform or Services will be uninterrupted or error-free.
  3. The Client accepts responsibility for selecting the Platform or Services to achieve the intended results and acknowledges that the Platform or Services have not been developed to meet the individual requirements of the Client.
  4. The Client acknowledges that any functionality developed by Trazable is provided “as is” and is expressly subject to the disclaimer in clause 11.5.
  5. All other conditions, warranties, representations, or other terms that may have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by law, common law, or otherwise, including implied conditions, warranties, or other terms as to satisfactory quality, fitness for purpose, or the use of reasonable skill and care, are excluded.

Indemnity

  1. Subject to clause 12.2, the Client shall defend and indemnify Trazable against any/all third-party claims, actions, proceedings, losses, damages, expenses, and costs (including, without limitation, legal costs and reasonable attorney fees) arising out of or in connection with the Client and/or the Client’s customers, the Platform or Services and/or the Client’s Products, and in connection therewith, Trazable shall (i) promptly notify the Client of any such claim; (ii) reasonably cooperate with the Client in the defense and settlement of such claim, at the Client’s expense; and (iii) grant the Client exclusive authority to defend or settle the claim.
  2. Trazable agrees, at its expense, to defend the Client or, at its option, settle any claim or action brought against the Client alleging that the possession or use of the Platform or Services (or any part thereof) in accordance with the terms of this agreement infringes the Intellectual Property Rights of a third party (“Claim”) and shall be liable for any loss, damage, cost (including attorney fees), and reasonable expenses incurred by the Client or awarded against it as a result of or in connection with such Claim. This Clause shall not apply where the Claim in question is attributable to:
    1. The possession or use of the Platform or Services (or any part thereof) by the Client other than under the terms of this agreement;
    2. Any open-source software embedded or used in connection with the Platform or Services (provided the supplier has complied with the applicable third-party license terms);
    3. The use of the Platform or Services in combination with any hardware or software not supplied by Trazable, if the infringement would have been avoided by the use of the Platform or Services not combined in this manner; or
    4. The use of a non-current version of the Platform or Services.
  3. If any third party brings a Claim, or notifies its intention to bring a Claim against the Client, Trazable’s obligations under Clause 12.2 are conditional upon the Client
    1. Promptly notifying Trazable in writing of the Claim, specifying its nature in reasonable detail;
    2. Making no admission of liability, agreement, or compromise in relation to the Claim without the prior written consent of the Provider (such consent not to be unreasonably conditioned, withheld, or delayed);
    3. Giving Trazable and its professional advisors reasonable access (on reasonable prior notice) to its officers, directors, employees, agents, representatives, or advisors, and to any relevant assets, accounts, documents, and records in its possession or control, to enable Trazable and its professional advisors to examine them and take copies (at the Provider’s expense) for the purpose of assessing the Claim; and
    4. Subject to Trazable providing a warranty to the Client, to the Client’s reasonable satisfaction, against any claim, liability, costs, expenses, damages, or losses it may incur, taking such steps as Trazable may reasonably request to avoid, dispute, compromise, or defend the Claim.
  4. If any Claim is made, or in Trazable’s reasonable opinion is likely to be made, against the Client, Trazable may, at its sole option and expense
    1. Procure for the Client the right to continue using the Platform or Services (or any part thereof) in accordance with the terms of this agreement;
    2. Modify the Platform or Services so that they become non-infringing;
    3. Substitute the Platform or Services with non-infringing software; or
    4. Immediately terminate this agreement by written notice to the Client and refund any Fees paid by the Client up to the date of termination (less a reasonable sum in relation to the Client’s use of the Platform or Services up to the date of termination) provided the Client complies with its obligations under this agreement.
  5. Clauses 8.2 – 8.4 constitute the exclusive remedy of the Client and the sole liability of the Provider with respect to Claims and, for the avoidance of doubt, are subject to clause 13.
  6. Notwithstanding any provisions in Addendums or ancillary agreements regarding additional services requested by the Client and actually provided by Trazable, Trazable’s liability is limited to the services effectively performed by Trazable, and the Client shall not claim any damages for alterations, losses, deletion, or suppression of any information.

Limits

  1. Unless expressly stated in clause 13.2:
    1. Neither party shall, in any event, have any liability for losses or damages suffered by the other party (or any person claiming under or through that other party), whether suffered directly or indirectly or whether immediate or consequential, and whether arising under contract, tort (including negligence), or otherwise, falling within any of the following categories
      1. Special damages, even if the party was aware of the circumstances in which such special damages might occur.
      2. Loss of profits.
      3. Loss of anticipated savings.
      4. Loss of business opportunities.
      5. Loss of goodwill.
      6. Loss or corruption of data.
    2. Except in relation to the indemnification of clause 12.1, and subject to clauses 10.1.(a) and (c) and 13.2, the total liability of the parties, whether in contract, tort (including negligence), or otherwise, and whether in connection with this agreement, shall not in any event exceed an amount equal to the Fees paid.
    3. The Client agrees that, in entering into this contract, it either did not rely on any representation (whether written or oral) of any kind or of any person not expressly set out in this contract or (if it did rely on any representation, whether written or oral, not expressly set out in this contract) it shall have no remedy in respect of such representation, and (in either case) Trazable shall have no liability other than in accordance with the express terms of this contract.
  2. The exclusions and limitations of liability in this contract shall apply to the fullest extent permitted by law, but neither party excludes or limits its liability for
    1. Death or personal injury caused by negligence.
    2. Fraud or fraudulent misrepresentation.
    3. Any other liability that cannot be excluded by law.
  3. Force majeure. The Parties agree that they shall not be liable for failure resulting from force majeure. However, in the event of such occurrence, Trazable agrees to use its best efforts to try to fulfill its obligations under these conditions.

Intellectual Property

  1. The Client acknowledges that all Intellectual Property Rights in relation to the Platform or the Services and any Version, whether Maintenance or not, belong and will belong to Trazable or the corresponding third-party owners (as applicable), and the Client shall have no rights over the Platform or the Services or any Version, whether Maintenance or not, except the right to use them in accordance with the terms of this Agreement.
  2. Hereby, the Parties grant each other a free, worldwide, and non-exclusive right to use the trade name and logo of both solely for the purpose of naming themselves for commercial or promotional purposes.

Data Protection and Privacy

  1. If applicable, there shall always be processing of Personal Data, as defined in the attached Data Protection Agreement, which is hereby incorporated into this Agreement, the Parties shall comply with all the terms of the Data Protection Agreement. If there is any conflict between the Data Protection Agreement and the main body of the Contract, the Data Protection Agreement shall prevail.
  2. The Parties therefore agree that for the processing of personal data, it shall be carried out in accordance with the provisions set forth in Annex II containing the Data Processing Agreement.
  3. Regarding the processing of signatories’ data, the Parties agree that
    1. The parties undertake to provide the necessary data for the drafting and execution of these conditions, and to inform the natural persons – affected/interested parties – of the contact details contained in this clause.
    2. The contact details of the attorneys-in-fact, and/or representatives, and of the contact persons of the respective entities adhering to these conditions, shall be processed by each of the parties for the purpose of maintaining the relationship and enforcing these conditions.
    3. The legal basis for legitimizing the processing of the personal data herein contained or necessary to execute this agreement is: the processing is necessary for the performance of a contract to which the data subjects are party.
    4. The personal data provided shall be retained for the duration of the terms and conditions and, once the same has been terminated, shall be kept blocked for the period of prescription of the responsibilities of both parties established in accordance with the provisions of the applicable regulations.
    5. You may exercise your rights of access, rectification, opposition, cancellation, portability, and limitation of treatment that may apply, as well as raise any queries regarding the processing of your personal data by directing your request in writing, accrediting your identity, to the following addresses:

Waiver

  1. The fact that a party does not exercise or delays the exercise of any right or remedy provided in this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the subsequent exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the subsequent exercise of that or any other right or remedy.

Resources

  1. Unless expressly provided otherwise in this agreement, the rights and remedies provided therein are cumulative to the rights and remedies provided by law and do not exclude them.

Entire Agreement

  1. This agreement, its annexes, or any other reference thereto contain the entire agreement between the parties in relation to its subject matter and supersede all prior agreements, understandings, and arrangements between the parties in relation to such subject matter.
  2. Each party acknowledges that, in entering into this agreement, it does not rely on any statement, representation, assurance, or warranty (whether made negligently or innocently) of any person (whether a party to this agreement or not) (“Representation”) other than as expressly set out in this agreement.
  3. Each party agrees that the sole rights and remedies available arising out of a Representation or in connection therewith shall be for breach of contract as expressly provided in this agreement.
  4. Nothing in this clause shall limit or exclude any liability for fraud.

Variation

  1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

Termination

  1. If any provision or part of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remainder of the agreement.
  2. If any provision or part thereof is deemed deleted pursuant to clause 20.1, the parties shall negotiate in good faith to agree on a substitute provision that, to the greatest extent possible, achieves the commercial result intended by the original provision.

Counterparts

  1. This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all counterparts together shall constitute one and the same agreement.

Third Party Rights

  1. A person who is not a party to this agreement shall have no right to enforce any term of this agreement, but this shall not affect any right or remedy of a third party which exists or is available.

No partnership, no agency

  1. Nothing in this agreement shall be construed as establishing or implying any partnership or joint venture between any of the parties, constituting one party as agent of another, or authorizing any party to make or enter into any commitment for or on behalf of any other party.
  2. Each party confirms that it is acting on its own behalf and not for the benefit of any other person.

Force Majeure

  1. Trazable shall not be in breach of this agreement nor liable for delay or failure in performance of any of its obligations under this agreement if such delay or failure is due to events, circumstances or causes beyond its reasonable control. In such circumstances, Trazable shall be entitled to a reasonable extension of the time for performing such obligations.

Notifications

  1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand, by email, or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
  2. Any notice shall be deemed received:
    1. if sent by email, when received, or if delivered by hand, at the time the notice is left at the proper address; or
    2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting.
  3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Governing Law and Jurisdiction

  1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Spanish law.
  2. The parties irrevocably agree that the courts of Valencia (Spain) shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated in the Customer’s registration confirmation.

Annex I: Specific Conditions

Annex II: Terms and Conditions of Use of the SaaS

  • Access to Trazable’s SaaS
  1. For access to the Trazable Life Cycle service, the Customer must follow the following steps:
    1. Access https://lifecycle.trazable.io/signup and sign up for the platform.
    2. Log in as a user at https://lifecycle.trazable.io/.
    3. From the “Profile” section, click on “Manage subscription”.
    4. Provide the data required by the payment gateway to pay the first installment of the subscription.
  2. The Customer and designated users of the Platform may access the Platform at any time, except during maintenance periods, 24 hours a day, 7 days a week.
  3. The number of users for the Customer is unlimited, so only one subscription will be necessary per business unit or productive unit.
    1. In accordance with clause 4.9, the Customer must maintain a record of the Platform users in order to ensure proper use of the Platform, its security, integrity, and in case of possible service incidents.

Platform Specifications

  1. The Platform and associated services reside on Trazable’s servers or those of a third-party company contracted for this purpose, therefore it is an online service that can only be used if an Internet service is available.
  2. Without prejudice to the provisions of clause 4.10 of the General Conditions, the Customer agrees to use the online application in accordance with the law, this contract, as well as with generally accepted morals and good customs and public order.

Hardware and Network Requirements

  1. Trazable Life Cycle Platform is a platform that can be used with practically any type of device and from any browser as long as there is an Internet connection.

Continuity and Operability. Maintenance. Responsibility.

  1. Trazable provides the Customer with a fault-tolerant platform and applies all measures at its disposal to ensure operational continuity and recovery from incidents and security breaches or system breaches.
    1. CPD
    2. Certificates, international standards
    3. Minimum service availability
  2. Any breakdown or malfunction will be reported by the Client to Trazable through the support channels enabled by the Client.
  3. Any support and maintenance operation will be carried out as quickly as possible and always at a time that does not affect the Client’s operation.
  4. In any case, Trazable guarantees during the service period that it will make every reasonable effort to achieve a monthly uptime percentage of at least 99.5%.
  5. The internet service provider is chosen by the Client itself, and Trazable does not offer any guarantee regarding this matter. The Client is aware of the technical risks inherent in the Internet and the access interruptions it may cause. Therefore, Trazable is not responsible for the lack of availability or slowdown of the Services for this reason or for the potential impact of this interruption on the Client’s activities.
  6. Trazable is responsible for the continuous maintenance of the solutions, and the Client will benefit from the improvements achieved, except in the exceptions raised later.
    1. Trazable will not be responsible for maintenance in the following cases:
      1. Client’s refusal to cooperate with Trazable to resolve errors, particularly in responding to questions and information requests.
      2. Use of services that do not meet their purpose or documentation or in accordance with what is established in clause 4.10 of the General Conditions.
      3. Unauthorized modification, or attempt thereof, of the Platform by the Client or a third party.
      4. Client’s breach of obligations.
      5. Installation of software packages, software, or operating systems that are incompatible with the Services.
      6. Failures or crashes in electronic communication networks.
      7. Voluntary act of degradation, abuse, or sabotage.
      8. Deterioration due to a force majeure event or misuse of the Platform or the Services.
  7. The responsibilities described here will be interpreted in accordance with what is established in clauses 11, 12, and 13 of the General Conditions.

Training, onboarding, and adaptations.

  1. Given the nature of the Services and considering that the Trazable Life Cycle Platform service is provided in an online SaaS format, Trazable does not perform any of the following tasks:
    1. Training of authorized personnel in the use of the tool
    2. Onboarding of authorized users and introduction to the platform management.
    3. Customization, or any type of customization of the Platform for the Client.
    4. On-premises implementation of the Platform for execution from the client’s local or online servers.
    5. Implementation consultancy, use, or adaptation of the Platform to the Client.
  2. The Client and its users can access a training environment provided by Trazable where they will find a guide for executing the most common and relevant tasks here. For anything not covered in the previous site, the Client can contact our support team through the channels provided.
    1. The Client acknowledges that additional amounts may be charged if Trazable considers that there is excessive and too recurrent use of the support service. The hourly rate established by Trazable for these cases is as follows: €100/hour.
    2. The corresponding amounts will be charged to the payment method provided by the Client at the time of registration.

Annex III: Data Processing Agreement

  • Definitions
  1. In this Clause, “Data Protection Laws” means, as applicable and binding on each party: (a) the General Data Protection Regulation of the EU, Regulation (EU) 2016/679 (EU GDPR), EU Directive 2002/58/EC (Directive on privacy and electronic communications), and/or any corresponding or equivalent national law or regulation; and (c) any applicable law that replaces, amends, expands, re-enacts, consolidates, or implements any of the aforementioned Data Protection Laws from time to time (whether before or after the date of this agreement). The terms “personal data,” “personal data breach,” “processing,” “controller,” “processor,” “joint controller,” “data subject,” and “supervisory authority” shall have the meanings as set out in the Data Protection Laws.

Data Processing

  1. The Client acknowledges and agrees that the Platform or the Services may include technology that allows Trazable to collect certain data (including personal data) in relation to the Client’s use of the Platform or the Services, including, among others, traffic data, usage patterns of the Platform or the Services, default software data, license verification data, and other data related to the access and use of the Platform or the Services (“Trazable Data”).
  2. The user expressly consents to Trazable sending notifications by email, including but not limited to:
    • Newsletters with information about the platform and its functionalities.
    • Updates about products and services.
    • Useful information about sustainability related to the sector and Trazable’s activities.
  3. The user can unsubscribe from these communications at any time through the link included in the footer of the emails.

Roles

  1. The parties acknowledge that, with respect to any personal data that may be processed and shared between the parties under the agreement, each party independently determines its own purposes and means for processing such personal data, and unless otherwise agreed between the parties, each party is an independent controller of the personal data.

Commitment

  1. Each party will ensure at all times compliance with all obligations imposed on a controller under the data protection laws in relation to the processing of personal data under the agreement.
  2. Without prejudice to the generality of the foregoing clause, each party shall
    1. Be responsible for providing individuals with appropriate notices and transparency regarding the processing of their personal data, as required by Data Protection Laws, and the Client shall reference Trazable and provide a link to Trazable’s privacy policy within the Client’s privacy policy;
    2. Ensure that it has all necessary notices and consents to allow the lawful transfer of personal data to the other party if required in connection with the agreement; and
    3. Implement appropriate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and against accidental loss, destruction, disclosure, damage, or alteration, including the application of appropriate information security processes that conform to internationally recognized industry standards.
    4. Unless the parties agree otherwise in writing, each of them, to the extent it concerns shared personal data processed under this agreement when the parties act as independent controllers.
    5. Shall promptly notify the other party, in writing and with reasonable detail, of any complaint, audit, investigation, or inquiry (whether by a supervisory authority, data subject, or otherwise) alleging or investigating potential breaches of data protection laws, and the parties shall reasonably cooperate with each other in this regard;
    6. Shall notify the other party, without undue delay, upon becoming aware of any actual or suspected personal data breach affecting personal data received from the other party, and provide a reasonably detailed description of the breach. If the breaching party is required, under data protection laws, to provide (i) notification to public authorities, individuals, or other persons, or (ii) to undertake other remedial measures (including, without limitation, notification, credit monitoring services, or establishing a call center to respond to inquiries (each of the foregoing, a “Remedial Action”)), it shall not include in such Remedial Action any mention of the other party without its prior written approval, except as required by applicable law.
  3. Neither party shall transfer personal data provided by the other party outside the EEA unless authorized to do so in writing by the other party. Any such data transfer shall be subject to an appropriate transfer mechanism (such as EU standard contractual clauses, as applicable), as agreed by the parties.

Annex IV: Third-Party Databases and Tool Usage

  1. The user acknowledges and accepts that access to and use of Trazable Life Cycle databases is only through the tool provided by Trazable. The databases currently used by Trazable Life Cycle are:
    • Agribalyse
    • Ecoinvent
    • Agri-footprint
  2. Trazable reserves the right to expand or reduce the number of databases used based on its technical and commercial criteria, always with the aim of offering the best possible service to the user.
  3. Therefore, the user acknowledges and accepts responsibility for the use of such information to perform life cycle analyses of their products.
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