Last Updated: June 1st, 2022
This agreement (the "Agreement") contains the terms and conditions that govern the access to and use of the Services available on the website (www.food-experts.com) and constitutes an agreement between FOOD EXPERTS, S.L. (hereinafter "FEXP") and the user (hereinafter the "User" or the "Customer"). This Agreement shall take effect when the User clicks either an "I Accept" button or the verification checkbox of these terms or, when using any services offered by the website (the "Effective Date") whichever is earlier. The User declares that has the legal capacity to enter into contracts, either as a natural person (not a minor) or as a legal representative or special attorney authorized to enter into this Agreement in the name and on behalf of an entity.
In compliance with the legislation in force, FEXP makes available the "general information", which includes its identifying data, as owner of the Platform:
Name: Food Experts, S.L.
Registered at the Commercial Registry of Madrid: Volume 23.265, Folio 121, Section 8, Sheet M-417012, Inscription 1
Principal Office: Calle del Dr. Fleming, 56, 1 Izquierda, 28036 Madrid
NIF: B84818780
e-Mail: customer.support@food-experts.com
Domain name: www.food-experts.com
Phone: (+34) 915 773 728
The FEXP Technology Platform (hereinafter "Platform") is a cloud platform that connects different agents of the food chain and related industries, in order to manage and allow the exchange of data and information regarding their companies and products. The relationship between FEXP and the User is, solely and exclusively, commercial in nature.
The services and functionalities that FEXP offers to the Users, as of the date of this terms are as follows:
FEXP constantly changes and improves its services and functionalities. Therefore, FEXP may add or remove some features or functionalities, include new services or, if applicable, suspend or cancel a service.
2.1 The User may access and use the Services in accordance with this Agreement. User shall comply with the terms of this Agreement and all laws, rules, and regulations applicable to its use of the Services.
Access depends upon the review and approval of the User’s registration by FEXP. FEXP reserves the right to remove or restrict access to users and/or companies. Some Services may be subject to conditions that may also include additional fees and/or charges which will be previously communicated to User
2.2 To access the Services, User must have an account associated with a valid email address and a valid form of payment
User, when acting on behalf of a legal entity, declares that it is authorized by the Company to act on the Platform on its behalf and, therefore, to conduct actions and transactions, including but not limited to the contracting of services that may involve additional charges.
2.3 The information and/or data made available to the User by any other user either on the Platform or, in connection with the Services (hereinafter "Third Party Content") may be used by User at its election. Third Party Content is subject to this Agreement, and where applicable, to specific terms and conditions. This ThirdParty Content is the sole responsibility of the User or entity that has made it available within the Platform. FEXP may review the content to determine whether it is illegal or violate our policies and remove or refuse to post it if FEXP have enough reason to consider that it violates its policies or the law. However, this may not necessarily imply that FEXP reviews Third Party Content.
2.4 FEXP offers its Services with a commercially reasonable professional care and competence. The information and materials included in the Platform have been obtained from sources considered to be reliable. However, despite having taken reasonable precautions and measures to ensure the reliability of the information, FEXP makes no warranty of any kind with respect to the accuracy, completeness, up-to-date or reliability of the information or content of the Platform, or fitness for a particular purpose.
2.5 FEXP will make reasonable efforts to ensure the Platform has uninterrupted availability. Nevertheless, FEXP further disclaims any warranty that the Services or Platform will be constantly available, uninterrupted, timely, secure, or error-free and, therefore, shall not hold itself liable for any damages that may occurred due to lack of availability or failures in access caused by disconnection, breakdowns, overloads or network shutdowns for which FEXP cannot be held liable.
2.6 FEXP implements reasonable security measures which are adequate to detect the existence of viruses. However, the User must be aware that the security measures of computer systems on the Internet are not entirely reliable and that, therefore, FEXP cannot guarantee the absence of viruses or other elements that may cause alterations in their computer systems (hardware and software) and/or electronic documents or files
2.7 FEXP, as administrator of the Platform, may, from time to time, implement technical procedures to collect information about its visitors. Such procedures retain data such as: the domain name of the User’s network provider, the date and time of access to the Platform, the Internet address containing the link that directs User to FEXP server, the number of daily visitors of each section of the Platform, and any other similar information. Data and information are collected for statistical purposes, in such a way that it allows FEXP to get a greater knowledge about the activity of visitors in order to improve the Platform. Further information can be found in FEXP’s privacy policy in force from time to time.
2.8. User acknowledges and agrees that all the activity and transactions carried out on the Platform might be registered, so that FEXP, as administrator of the Platform, may know what has been performed by the users, investigate mistakes, give support to the User, as well as improve the performance of the system.
FEXP reserves the right to make changes or discontinue any of the Services, functionalities, policies and terms and conditions, including this Agreement from time to time. Any of the services may be enabled whether wholly or in part. Therefore, FEXP is not obliged to include on the Platform all services described in clause 1 above. FEXP reserves the right to include or delete Services without this giving rise to any form of compensation for the User. When User uses any Service, it will be subject to the terms and conditions, policies, Terms of Use and General Conditions of the Services in force on the date on which it uses the Services.
5.1. The Platform contains links to websites maintained by other parties. FEXP shall not be liable and expressly disclaim any representations regarding the content on such websites. In addition, FEXP has no obligation, liability, duty or control of any kind regarding the interactions between the users of the Platform as well as, with regard to the quality, timeliness and/or accuracy of the information and/or content they share. User shall, at its own expense, indemnify, defend, and hold harmless FEXP, its directors, officers, and employees against all claims based upon the interactions between users within the Platform.
5.2. The users are solely responsible for both the access and the use of the Platform. In order to access certain sections on the Platform, users will need to register as a Registered User upon the relevant username and password. Unregistered visitors to the Platform are granted a limited right to access to public sections of the Platform, therefore, access to restricted sections is strictly prohibited, unless expressly authorized by granting a relevant username and password. User is responsible for all activities that occur under its account and for safeguarding its password.
5.3. FEXP is not responsible for possible security errors or disconnections that may occur nor for any damage caused to the User’s computer system (hardware and software), files or documents stored therein as a result of (i) the presence of virus in the User’s computer used for connecting to the Platform, or (ii) a malfunction of the browser or the use of non-updated versions. FEXP shall make all efforts to avoid errors in the contents published in the Platform and, where appropriate, correct them. FEXP is not responsible for the consequences that may arise from errors in the contents of the Platform nor that such contents are updated.
5.4. To the maximum extent permitted by applicable law, FEXP does not guarantee or be liable for damages caused to the User or any third party arising from:
5.5 FEXP shall be liable for damages caused by their employees unless FEXP provides evidence of acting with all the diligence to prevent the damage. Except for liabilities arising from wilful misconduct, FEXP’s aggregate liability, for all concepts, including the effects of termination or deriving third party claims, shall be limited to a maximum amount, for actual loss (damnum emergens) equal to the amount actually paid by the User for the services (excluding VAT and expenses) during the last calendar year. In no event will FEXP be liable for indirect, damages, including loss of profits, data, business, goodwill, or failure of essential purpose or otherwise.
User must immediately report the damage to FEXP. For insurance reasons, every claim must, under penalty of cancellation, be reported to FEXP in writing, at the latest within one month after occurrence of the incident on which the claim is based. No lawsuit arising out of or in connection with this Agreement may be brought by User more than six (6) months after the cause of action accrued. Except as otherwise expressly stated, the services are provided to operate for the benefit and internal use of the User.
6.1 Registration and use of certain services provided by the Platform by users is free. However, the access and use of other products or services offered through the Platform will require payment, in which case the amount, payment and other conditions will be as follows.
6.1.1 On-line payment and invoicing: The access and use of certain services require an on-line payment. Upon completing a transaction, User will receive the invoice through a confirmation email once the payment has been received by FEXP’s third party service provider. FEXP is not directly involved in the online payment but through a third-party service provider.
6.1.2 Payment and invoicing: Invoicing will be made in a regular basis as agreed between User and FEXP. All invoices shall be timely paid by User within thirty (30) days from the invoice date, unless otherwise agreed. Payment will take place without deduction, compensation, or suspension on whatever ground. Time is of the essence with respect to all payments.
6.2 If any amount is not paid when it becomes due, User shall incur in default and shall also pay FEXP, as liquidated damages, an interest on that amount for the period from its due date until it is paid in full. That interest shall be calculated at a rate equal to one percent (1%) per month and shall be capitalized monthly. Receipt by FEXP of the capital amount or last instalment shall not extinguish User’s obligations regarding the interests and/or prior instalments, without any further notice by FEXP being required. In addition to FEXP’s other rights, it may suspend the provision of the Services or terminate the Agreement if any invoice raised by FEXP is overdue.
Title to all Services, as may be the case, shall rest with FEXP until all amounts payable by User regarding the Services supplied or to be supplied under the Agreement, have been paid in full to FEXP.
6.3 Any applicable taxes incurred in connection with the Services will be paid by the parties in accordance with applicable law.
6.4 Unless otherwise agreed in the contrary, all prices shall be exclusive of sales tax (VAT) and any other taxes imposed by the authorities and all payment obligations resulting from the agreement shall be satisfied in Euro.
6.5 Each party shall be responsible, in accordance with applicable laws, for identifying and paying all taxes, contributions and government charges (as well as any penalties, interest and/or additions thereto) that are imposed on such party with respect to transactions and payments under this Agreement.
7.1. Personal Data FEXP collects through the Platform.
The data controller responsible for Platform information is FEXP, unless otherwise stated in a specific privacy notice.
European Union (EU) or Spanish data protection law and/or regulations apply to the processing of Platform information processing of personal data collected through the Platform or linked to it, even when users are not in the EU. If any user has any concern, User may contact FEXP data protection office dpo@food-experts.com
FEXP will process personal data collected through the Platform in compliance with current data protection regulations. Therefore:
The following link web.food-experts.com provides further details as to how FEXP processes personal data.
7.2 Personal data of third parties that may be entered by a user of the Platform.
If User provides data such as texts, pictures, images or any other for third parties, FEXP shall not be held responsible for complying with the principles of information and consent, and therefore, User shall be the one to ensure that the data subject has been previously informed and consented to such data being communicated and that is compliant with personal data regulations.
Disclosing information which contains third parties’ personal data either by User or, by any other user belonging to its company, may infringe the rights of such third parties. User, once the information has been disclosed through the Platform, loses control over the processing which the receiving party may carry out.
User shall indemnify and keep indemnified and defend at its expense FEXP against all costs, claims, damages or expenses incurred by FEXP or for which FEXP may become liable due to any failure by User or its employees or agents to comply with the obligations under this Agreement.
To enable FEXP’s systems to recognize users’ browser or device and to provide Services, FEXP uses cookies. For more information about cookies and how FEXP use them, please read our policy cookies
9.1 FEXP or, as may be the case, its licensors own all right, title, and interest in the Platform, the Services and all related technology and intellectual property rights, including, without limitation, all videos, articles, text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, artwork, computer code, design, structure, selection, coordination, “look and feel,” videos, sounds, know-how, databases and arrangement of such content and, in general, any other creation protected by national or international regulations on intellectual property and industrial rights.
9.2 FEXP hereby grants User a limited, revocable, nonexclusive, non-sublicensed and non-transferable license to (a) access and use the Services solely in accordance with this Agreement, and (b) copy and use the Content solely in connection with your permitted use of the Services. The reproduction of the Content in whole or in part is prohibited except in the cases and with the limits that are expressly authorized.
Thus, the use of all the Contents of the Platform is subject to the following conditions:
(I) The Content of the Platform, which is the property of FEXP, may only be used for non-commercial reasons and for informative and internal business purposes. This expressly includes research and analysis, but only if the results are not intended for commercial publication or dissemination. User must quote the author and the source of the material used for authorized purposes and must expressly quote the URL or address of the Platform.
(II) Users meeting the requirements for using the content of the Platform are expressly authorized to view the information and elements contained therein, and to download or reproduce them privately on their computer systems, unless expressly indicated otherwise.
(III) Users accessing the Platform are neither authorized to assign, distribute or disseminate in whole or in part the elements contained on the Platform that are the property of FEXP, nor to send them by electronic mail for purposes other than those that are authorized, nor to modify or alter them in any way, unless expressly authorized otherwise by FEXP.
(IV) Users may post reviews, comments, and other content; send communications; and submit suggestions, ideas, comments, questions or other information, as long as the content is not illegal, invasive of privacy, infringing of intellectual property rights.
(V) FEXP may refuse access to the Platform to any user adding unauthorized, illegal or potentially illegal content to it. In addition, FEXP hereby reserves the right to exercise legal action in such cases. In all cases FEXP shall co-operate with the authorities to identify those inputting or attempting to input such content.
(VI) FEXP shall be solely and exclusively responsible for the content of the Platform, which was created by FEXP itself. However, in no way FEXP shall be responsible for content that may have been added by third parties.
(VII) FEXP reserves the rights to exclusively exploit its intellectual property regarding the Platform in any form whatsoever, particularly regarding its rights of reproduction, distribution, public communication and transformation, without affecting the rights that may lie with the authors of the works reproduced on this site.
9.3 Any mention of or reference to industrial property rights of third parties included on the Platform implies recognition by FEXP of the corresponding industrial and intellectual property rights of the owners. Their inclusion on the Platform shall not imply the existence of any sponsorship or recommendation by FEXP of the same, unless otherwise stated.
9.4 Some of the Platform’s Services are designed to allow users upload, submit, store, send, receive, or share their content. User has no obligation to share content to the Platform and is free to choose the content that wants to share. User shall ensure that has the right to upload or share content, and that the content is compliant with law.
The users hereby grant FEXP a worldwide, non-exclusive, royalty-free license to:
The term of this license shall last for as long as the content is protected by intellectual property rights.
If User removes any content from the Platform that is covered by this license, then FEXP systems will stop making that content publicly available in a reasonable period of time. There are two exceptions:
10.1 User shall defend, indemnify and hold harmless FEXP, its directors, officers, and employees (together FEXP Persons) from and against any losses, liabilities, damages and expenses that relate to a third party's claim in connection with (a) the use of the Services by User (including but not limited to any activity under its account and/or the use of the account by its employees) (b) User’s breach of this Agreement (c) a conflict between User and any third party, or (d) that any Content included by the User on the Platform infringes the intellectual property rights of third parties.
10.2 FEXP shall defend User against claims made by a third party in Spain claiming that User´s use of the Services constitutes an infringement of third party intellectual and industrial property rights. This obligation of FEXP shall not apply if the infringement is based on the use of the Services or the Content together with other products, data, services, contents or software. In addition, FEXP shall not be liable for any damages of any kind arising out of, in connection with or relating to the use of the Services after FEXP have notified the suspension of the Services to User.
In the event of any third-party claim against FEXP under this clause 10.2, FEXP, at its option, may (i) obtain a right to use the Services to the owner of the allegedly infringed intellectual property, (ii) modify the allegedly infringed services, to become non-infringing or (iii) discontinue the use of the infringing services.
10.3 The obligations contained in this clause shall be subject to: (i) the Indemnitor is notified in writing of any claim promptly after the Indemnitee becomes aware of it; (ii) the Indemnitor has sole control of the defence of such claim and of all negotiations for its settlement or compromise; and (iii) the Indemnitee gives the Indemnitor information reasonably available and assistance necessary to facilitate the settlement or defence of such claim. The Indemnitor shall not settle such claim and/or losses in a manner which imposes any obligation on the indemnitee without the prior written consent of the indemnitee.
11.1 The information exchanged in the Platform may be confidential or publicly available. "Confidential Information" means all information disclosed by FEXP that is designated as confidential or that reasonable should be understood to be confidential given the nature of the information and the circumstances of disclosure, such as, scientific, and technical information, financial, legal, tax, commercial information, designs and business processes, as well as the components and software made available by FEXP in order to use the Platform.
Confidential Information shall not include any information that is uploaded, submitted, stored, sent, received, or shared by the users within the Platform, unless otherwise stated when filling out the web form required for uploading the information.
Confidential information contained in the Platform is built with security features such as a unique password to access and encrypted communication protocols (https). Each user may only have access to the confidential information owned by its linked company (every user is linked to a company) as well as to the information to which the user has access upon authorization given by any other Platform registered company.
However, the User is aware and hereby allows FEXP, as administrator of the Platform, to access to all content stored in the Platform, including but not limited to Confidential Information.
The User may use the Confidential Information only in connection with the Services, as permitted under this Agreement. User will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Confidential Information, including, at a minimum, those measures User takes to protect its own Confidential Information of a similar nature.
User will not disclose Confidential Information during the term of the Agreement or at any time following the end of such term. User shall be responsible for all liabilities relating to any act or failure to act by its employees or subcontractors. User is aware that FEXP shall be entitle to any remedies available at law or in equity, for any such breach of this confidentiality clause by User.
11.2 Confidential Information shall not include any information that:
Non-confidential information may be made available to all registered or non-registered users of the Platform.
11.3 User hereby consent FEXP to perform analyses, studies, tests and/or assessments based on the information and Content that User or any third party includes in the Platform. These analyses, studies, tests and/or assessments will be anonymized, which will prevent the improper disclosure of confidential information relating to persons and/or companies referenced therein. In addition, User acknowledges and allows FEXP to use and disclose the results thereof through the Platform.
Either party may terminate this Agreement in the event (i) of a material breach of this Agreement by the other party (which shall include any failure to make timely payment of any fees due under this Agreement) and (ii) the other party is adjudged insolvent, or upon the institution of any proceeding against the other party seeking relief, reorganization or arrangement under any laws relating to insolvency, or for the making of any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator or trustee of any of the other party’s property or assets, or upon liquidation, dissolution or winding up of the other party’s business.
In addition, FEXP will be entitled to terminate the Agreement, in case of changes in the market conditions, or any other circumstances beyond its control, and, in general, for any reason beyond FEXP´s control which may lead to an economic imbalance.
User may terminate this Agreement for any reason by providing FEXP notice and closing its account for all Services.
Upon termination of this Agreement for any reason: (i) all User’s rights under this Agreement immediately terminate; (ii) User shall remain responsible for all fees and charges incurred through the termination date and (iii) In case of invoices not yet due, they shall be immediately payable and in any case before the effective date of termination.
On the other hand, FEXP will not take action to remove from the Platform any User’s content because of the termination. In addition, FEXP will allow User to retrieve its content from the Platform during 30 days after the termination date, only if User has paid all amounts due under this Agreement by using the existing tools available at that time.
Neither this Agreement nor any of the rights or duties hereunder may be assigned or otherwise transferred by User without FEXP’s prior written consent.
Should any of these terms and conditions be declared null, invalid or ineffective, this shall not affect the validity or effectiveness of the other clauses that shall continue to be binding between the parties.
This document shall be governed and construed in accordance with the laws of Spain. In case of conflict derived from the interpretation or execution of this document, the parties agree to be subject, with exclusion of any other jurisdiction that may correspond to the jurisdiction of the courts of the city of Madrid.
These terms relating to jurisdiction shall not apply if the Client is a consumer or end user
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