Terms of Service
Last updated: 2.1.2023
These Terms of Service (“Terms“) apply to Biocode’s online services and all features thereof (“Services“), including web-based tools enabling companies, producers and other organisations to manage the environmental impact of their production and to assess, track and communicate the environmental impact of their products and/or raw materials. The Services and the website are operated by Biocode Oy (business ID: 2849954–4), a company incorporated in accordance with the laws of Finland (“Biocode”, “us“, “we“, or “our“).
Please read these Terms carefully before using the Services. Your access to and use of the Services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Services.
By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not access and shall discontinue using the Services.
“Content” means Production, or Product or Raw Material related data, information or material provided or submitted by Subscription Owner or any User to the Services.
“LCA” means Life Cycle Assessment and describes the environmental impacts over the life cycle of a product.
“LCA model” means the mathematical model and operations used to calculate the environmental impacts of the item under assessment.
“Free Services” means Services made available by us to you on an unpaid basis.
“Trial Services” means Services made available by us to you on an unpaid basis for a defined limited time, including services such as trial accounts, guest accounts or any other access to Services without any charge for a defined limited time.
“Paid Services” means Services made available by us to you in consideration for a fee.
“Permitted Use” means the use of the Services for the purpose of assessing, tracking, and communicating your Products’ or Raw Materials’ environmental impact, or managing the environmental impact of your Primary Production, as applicable. Permitted Use can be described in more detail in Service descriptions, which can be updated by Biocode at any time. The current version of the Service descriptions can be accessed here www.biocode.io.
“Personal Data” means any information relating to an identified or identifiable natural person as defined under the European Union’s General Data Protection Regulation (2016/679/EU) and any amendments thereto and under relevant data protection laws.
“Primary Production” means the activities associated with the production of Raw Materials.
“Product” means the item under assessment in the Services added by the Subscription Owner.
“Production” means the activities associated with the manufacturing of Products.
“Raw Material” means a food or drink raw material issued for an environmental impact assessment in the Services by the Supplier or Subscription Owner or the User.
“Subscription Agreement” means a separate written agreement between Subscription Owner and Biocode for the right to use the Services. Subscription Agreement consists of the agreement document and these Terms, which shall be incorporated in the Subscription Agreement by reference.
“Subscription Fee” means the monetary amount payable by the Subscription Owner to Biocode for the right to use the Paid Services. Subscription Fee is defined in each applicable Subscription Agreement.
“Subscription Owner” means the legal entity purchasing the license to use the Services or subscribing to Trial Services by entering into a Subscription Agreement. For avoidance of doubt, any reference to “you” or “your” under these Terms refers to both Subscription Owner and individual User.
“Supplier” means the entity providing one of the raw materials used by the Subscription Owner and used in the assessment of the Product or Raw Material by the Subscription Owner.
“User” means a, in the case of Free Services, raw material producers, such as farmers, who use the Services, and b, in the case of Paid Services or Trial Services, Subscription Owner’s employee, representative, supplier and other natural person expressly authorized by Subscription Owner to use the Services. Each User is given a User identification and password by Biocode. In the case of Paid Services or Trial Services, the Subscription Owner adds new Users in the Services. The Subscription Fee is adjustable in accordance with the number of Products, LCA models, Raw Materials, Suppliers and/or Users associated with each Subscription Owner as further defined in the Subscription Agreement.
2. Use of the Service
The Free Services are available for free for private persons or legal entities accessing or using the Services.
When using the Free Services, you expressly agree that you may not use the Services (a) for any commercial purposes outside the development of your own Primary Production, or (b) for purposes of providing any free or paid services to any third parties. In case you wish to use the Services for any such commercial purposes, you will need to contact Biocode for further information using the contact details below in section 17.
If you are accessing or using the Free Services as: (a) private person, the Services are provided to you for your personal use only; or (b) as a legal entity, the Services are provided to you for your internal business use only and not for any commercial use purposes. As a legal entity, you are responsible for the use of Services by your employees.
Subject to your compliance with these Terms, and, when using Paid Services, payment of the applicable Subscription Fees by the Subscription Owner, Biocode grants to you a limited, non-exclusive, non-sublicensable, non-transferable and revocable right to access and use the Services solely for the Permitted Use. You may not use any part of the Services for any purpose other than the Permitted Use.
You shall not sell, rent or give away your right to use the Services, or create user account by using a false identity or information, or create a user account on behalf of someone other than yourself or the entity you represent.
You may not use any technological or other means (such as bugs or glitches in the Services, or third party tools or software) to use the Services in a way that interferes with or disrupts the Services. You also agree that you will not use the Services for fraudulent or abusive purposes or attempt to decompile, reverse engineer, disassemble or hack any part of the Services, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by the Services or circumvent technological measures designed to control access to, or elements of, the Services. You may not purchase, use, or access the Services for the purpose of building a competitive product or service. You are responsible for your own equipment for using the Services.
When using the Paid Services, the Subscription Owner shall be responsible to ensure that any and all Users authorised by the Subscription Owner comply with these Terms. The Subscription Owner shall take all necessary measures to prevent the Users from violating these Terms and shall take immediate actions to stop any detected violations. The Subscription Owner shall be fully liable for any non-compliance of its Users.
You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You may not use the Services if you have previously been removed from using any part of the Services by Biocode.
3. Registration and User Accounts
All parts and features of the Services require registration. When you register, you will create a personal user account with a username and password. You must provide us with correct personal and other information if such information is required and keep the information up to date. You should protect your username and password against misuse and keep them personal. You must promptly notify us about any unauthorised use. You agree that you as the User and, when applicable the Subscription Owner, are responsible for the use of your user account, and for all the communication and activity in connection with the Services. You agree that Biocode shall not be liable for any loss that results from unauthorised use of your account.
Biocode has the right to cancel any user account and/or revoke User’s password for any reason at any time, at our sole discretion without incurring any liability thereof or entitling the Subscription Owner to receive any refunds for Subscription Fees, if for example either a User or the Subscription Owner fails to comply with these Terms or the terms of the applicable Subscription Agreement, or if it is reasonably suspected or determined by Biocode that the User or the Subscription Owner has failed to comply with provisions of these Terms or applicable Subscription Agreement.
4. Trial Services
Trial Services are accessed free of charge for a limited time only as determined by Biocode and subject to these Terms. The scope, content, features and duration of such Trial Services is in Biocode’s sole discretion and you expressly agree that Biocode may suspend, limit or terminate your access to the Trial Services for any reason at any time without prior notice and without incurring any liability.
If you register for a guest account of the Trial Services, we will make the Trial Services available to you on a trial basis free of charge until the earlier of: (a) the end of the free trial period (if not earlier terminated) or (b) the start date of a Subscription Agreement. In order to use the Paid Services in full, i.e., to assess the environmental impact of the Products and/or Raw Materials, the Subscription Agreement is required. If we include additional terms and conditions on the guest account registration webpage or on account invitation email, those terms will apply and shall take precedence over the terms of these Terms.
5. Subscription Fees, Taxes and Payment Terms
The Paid Services are billed on a subscription basis in accordance with the terms agreed in a Subscription Agreement. The Subscription Owner shall be responsible for payment of all Subscription Fees as further agreed in a Subscription Agreement.
Unless otherwise agreed in the Subscription Agreement, the Subscription Fees are invoiced monthly in advance and all payments are due fourteen (14) days from the date of the invoice. Interest rate for late payments shall be calculated with the Finnish Interest Act (633/1982).
If the Subscription Owner fails to make any payment in accordance with these terms or the Subscription Agreement Biocode reserves the right to suspend all access rights of all associated Users to the Paid Services until the payment is made. If the Subscription Owner’s failure to make the payment continues more than fourteen (14) days from the payment due date, Biocode is entitled to terminate the Subscription Agreement with immediate effect.
The Subscription Owner shall be responsible for payment for all applicable taxes. Under no circumstances is Subscription Owner entitled to withhold or deduct any taxes from its payments to Biocode.
Biocode has the right to change the Subscription Fees annually and will inform the Subscription Owner in writing of the changed Subscription Fees at least three (3) months before the anniversary of the Subscription Agreement. By continuing the use of the Paid Services or making new payments, the Subscription Owner will be deemed to have accepted such a change in the Subscription Fees. Biocode has the right to appoint payment service providers to receive payment of the Subscription Fees on behalf of Biocode.
6. Intellectual Property Rights
All rights, title and interest in and to the Services (including the related software and media), the design of the Services and associated content including text, the environmental impact assessments, reports and other data made available, computer code, scripts, graphics, interactive features and the like, and the trademarks, service marks and logos contained therein are owned by or licensed to Biocode. Using the Services does not give you the ownership of or any rights to any intellectual property in the Services or the content and other data available or resulting from the use of the Services, if not expressly otherwise stated in these Terms.
6.2 Environmental Impact Assessments
Biocode grants the Subscription Owner and/or the User the right to use the environmental impact assessments, reports and other related data made available and resulting from the use of the Services for business purposes provided that such data may not be redistributed, sold, publicly displayed, licensed, rented unless expressly otherwise agreed. The Subscription Owner commits to give credit to Biocode for the provided Services in its public communication. The Subscription Owner’s and/or the User’s right to the environmental impact assessments, reports and other related data shall survive the termination of the Subscription Agreement or the termination or expiration of the license to use the Services, unless the termination or expiration is due to a breach of any provision of these Terms.
The Services allows you to submit Content to the Services. When you submit Content to the Services, you are entirely responsible for the Content, and you agree not to submit any unlawful Content, Content violating any intellectual property rights, Content containing any viruses or harmful code or otherwise inappropriate Content. This responsibility continues even if you stop using our Services.
Biocode may monitor any Content in the Services, and we may moderate, remove or refuse to display any Content in the Services at our sole discretion.
As between you and us, you retain all intellectual property rights and title to the Content you submit to the Services. When you submit Content to the Services, you grant Biocode a worldwide, perpetual, irrevocable, fully paid up and unlimited right to use, store, copy, modify and otherwise utilize such Content for the purposes of provisioning, improvement, and optimisation of the Services. You represent and warrant that you have the legal right to grant these rights to Biocode. Biocode’s right to use the Content shall survive the termination or expiration of the Services or the Subscription Agreement or the license to use the Services.
When using the Paid Services, free support assisting in the use of Services is provided at our sole discretion by email normally between 8am-4pm (local time in Helsinki) from Monday to Friday excluding national holidays in Finland, and without any warranties or service level guarantees for response times. Contact firstname.lastname@example.org for assistance.
Biocode shall have no obligation to provide support for the Free Services under these Terms.
8. Links to Other Web Sites
Our Services may contain links to third-party web sites or services that are not owned or controlled by Biocode and enable you to access and use certain third-party services.
Biocode has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. Use of any such content, goods or services operated by third parties shall be subject to the relevant third-party’s terms and conditions applicable to such use. You further acknowledge and agree that Biocode shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
9. Subscription Period And Termination
Regarding the Paid Services, a subscription is purchased by Subscription Owner for a subscription period agreed in a Subscription Agreement. Unless otherwise agreed in the Subscription Agreement, each subscription is valid until further notice.
The Subscription Owner may terminate the Subscription Agreement at any time for convenience with a sixty (60) days’ prior written notice to Biocode. Upon termination or expiration of the Subscription Agreement, all accrued and unpaid Subscription Fees will be charged and payable until and through the termination date and all access rights to the Services for all Users associated with the terminating Subscription Owner will terminate.
Biocode may terminate the Subscription Agreement without any prior notice or liability, for any reason whatsoever, including without limitation if the Subscription Owner or any of the Users breaches these Terms.
Regarding the Free Services, the license to use the Service granted to you under these Terms remains in effect until terminated by you or Biocode.
You may terminate the license at any time by ceasing to use the Services. Without prejudice to any other terms set forth in these Terms, the license will automatically terminate without notice from Biocode if you in any way breach any provision of these Terms. Upon termination in accordance with these Terms for any reason, you must cease all use of the Services. Your termination of the license for any reason shall not release you from any liabilities or obligations set forth in these Terms which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.
You acknowledge and accept that the cancellation of the license is your sole right and remedy with respect to any dispute related to using the Services.
The following provisions will survive the termination or expiration of the Services and/or Subscription Agreement or the license to use the Services: Section 2 (Definitions), Section 6 (Intellectual Property), Section 8 (Links to Other Web Sites), Section 12 (Disclaimers and No Warranties), Section 13 (Limitations of Liability), Section 14 (Indemnities) and Section 16 (Miscellaneous).
10. Changes and Maintenance
Biocode may change these Terms at any time, upon notice, and we recommend that you review the Terms regularly. If you do not agree to the new terms for the Services, you should discontinue your use of the Services. You will be deemed to have accepted such changes by continuing to use the Services. None of the changes will apply retroactively and the changes will become effective on the announced date.
Regarding the Free Services, the scope, content, features and duration of Services made available by us to you on an unpaid basis is in Biocode’s sole discretion and you expressly agree that Biocode may suspend, limit or terminate access to the Services on an unpaid basis for any reason at any time without prior notice and without incurring any liability. Biocode shall have no obligation to provide any maintenance for the Free Services under these Terms.
Biocode may change the Services by adding, modifying or removing any features or functionalities. We may also create new operating guidelines, limitations or terms applicable to the Services at any time.
You acknowledge and agree that Biocode may, under exceptional circumstances required by necessary technical changes, updates or comparable measures, stop providing the Services or any features within the Services to you or to all its users without incurring any liability thereof. If possible, Biocode will notify you of such interruptions in advance. Biocode shall use reasonable efforts to ensure that any interruptions in the Services will cause as little inconvenience as possible.
Regarding the Paid Services, you acknowledge and agree that your only remedy for failures, delays or interruptions with respect to Services is limited to a refund, the amount of which is at Biocode’s sole discretion.
11. Reference right
Regarding the Paid Services, Biocode may use the name and logo of you, or the company that you are representing, in marketing collateral, websites, and promotional materials to identify Subscription Owner as a customer of Biocode.
12. Disclaimers and No Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES ARE PROVIDED ON AN “AS IS“ AND “AS AVAILABLE“ BASIS. BIOCODE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BIOCODE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BIOCODE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
FOR THE SAKE OF CLARITY, PLEASE DO NOTE THAT BIOCODE MAKES NO WARRANTIES REGARDING THE ENVIRONMENTAL IMPACT ASSESSMENTS, REPORTS AND OTHER RELATED DATA WHICH ARE MADE AVAILABLE TO THE USER. THE RESULTS GIVEN BY USING THE SERVICES ARE ONLY INDICATIVE, AND BIOCODE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY RESULTS.
13. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW BIOCODE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF BIOCODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). REGARDING THE PAID SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCODE’S LIABILITY, IF ANY, IS LIMITED TO THE AMOUNTS PAID BY THE SUBSCRIPTION OWNER TO BIOCODE FOR THE SERVICES DURING THE SIX-MONTH PERIOD THAT THE CAUSE FOR BIOCODE’S LIABILITY AROSE. REGARDING THE FREE SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOCODE’S LIABILITY, IF ANY, IS LIMITED TO THE AMOUNT OF EUR 100.
You agree to defend, indemnify and hold harmless Biocode and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors from and against any and all third party claims and all liabilities, assessments, losses, costs or damages, including reasonable attorneys’ fees, resulting from or arising out of (a) any Content or other content you submit, post, transmit, or otherwise make available through the Services; (b) your use of the Services; (c) any violation by you of these Terms; or (d) your actual or alleged violation of any third party rights. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services. Biocode reserves the right to assume its own defence and/or control of any matter otherwise subject to indemnification by you hereunder.
15. Force Majeure
Biocode shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Biocode, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Biocode’s reasonable control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.
You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations hereunder at any time. These Terms are binding on any respective successors and assignees.
All notices, demands, claims or other communication under these Terms shall be considered to have been duly given or made when delivered in writing by registered mail, email, or a messenger to the recipient.
If any particular provision of these Terms shall be held invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired.
If you do not comply with these Terms, and we do not take action right away, it does not mean that you are not fully obligated to perform your obligations in the future, or that we are giving up any of our rights, such as taking action in the future.
These Terms shall be governed by and construed in accordance with the substantive laws in force in Finland, excluding its choice of law provisions.
Any dispute or claim for compensation arising from the Services or these Terms will be resolved primarily through negotiations between Biocode and you.
Any dispute or controversy or claim arising out of or relating to the Services or these Terms, shall be finally resolved by final and binding arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in the English (or Finnish if both parties mutually so agree) language in Helsinki, Finland.
Consumers have a right to bring the dispute before the District Court of the consumer’s domicile. Consumers also have the right to turn to the consumer advice service of the Finnish Competition and Consumer Authority (https://www.kkv.fi/kuluttajaneuvonta/), and subsequently request for solution from the national Consumer Disputes Board (https://www.kuluttajariita.fi). Moreover, a consumer may turn to European Commission’s Online Dispute Resolution platform (http://ec.europa.eu/odr).
These Terms do not affect any of your statutory rights that under applicable law cannot be limited or excluded.
17. Contact Us
If you have any questions about these Terms, please contact us: email@example.com.
Business ID: 2849954–4
Address: Siltasaarenkatu 6-10, 00530 Helsinki, Finland