Terms of Service
Last updated: 11.12.2023
These Terms of Service (“Terms“) apply to Biocode’s online services and all features thereof (“Services“). 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“). The Service is a 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. These Terms are applicable also to Biocode’s other professional services as further described in the Terms.
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.
In addition to these Terms, Biocode’s Privacy Policy applies to the use of the Services. Our Privacy Policy helps you understand what Personal Data we collect, and how such data is used.
1. Definitions
“Company” means independent entity (irrespective of its legal form) that produces goods and/or services to be sold in the market. The Service can be used for the purpose of calculating the environmental impact of Company’s operations.
“Content” means Production, Product, Raw Material or Company 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 or Professional 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 Companies’, Products’ or Raw Materials’ environmental impact, or managing the environmental impact of 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.
“Professional Services” means paid professional services relating to i.e., carbon footprint calculation or environmental impact assessment provided by Biocode from time to time.
“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” means a separate written agreement between Subscription Owner and Biocode or other written service order issued by the Subscription Owner for example via Biocode’s website to procure the right to use the Services and/or Professional Services. Subscription consists of agreement document or order confirmation and these Terms, which shall be incorporated in the Subscription by reference.
“Service Fee” means the monetary amount payable by the Subscription Owner to Biocode for the Paid Services. Service Fee is defined in each applicable Subscription.
“Subscription Owner” means the legal entity or natural person purchasing the license to use the Services, procuring Professional Services or subscribing to Trial Services by entering into a Subscription. 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.
2. Use of the Service
Subject to your compliance with these Terms and applicable national, and international laws, rules and regulations, 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.
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 18.
If you are accessing or using the Free Services as a private person, the Services are provided to you for your personal use only. If you are accessing or using the Free Services 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 or other individuals you have authorised to use the Service.
The right to use Paid Services shall stay in effect for the term of the Subscription provided that the Subscription Owner has paid all Service Fees to Biocode as agreed in the Subscription. 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.
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. In the case of Paid Services or Trial Services, the Subscription Owner adds new Users in the Services.
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.
By providing the information you agree that any Personal Data may be processed by Biocode as the data controller in accordance with Biocode’s Privacy Policy and applicable legislation.
Biocode has, for justified reason, the right to suspend the Service, cancel the User’s account and/or revoke User’s password at any time, without incurring any liability thereof or entitling the Subscription Owner to receive any refunds, if for example Biocode has valid reason to suspect that either a User or the Subscription Owner fails to comply with these Terms or the terms of the applicable Subscription.
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. 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 these Terms.
5. Professional Services
The scope, details, time schedule and other practical matters, shall be agreed separately in writing between the Subscription Owner and Biocode.
Biocode shall perform the Professional Services in a professional manner and with due care and skill. Biocode shall ensure that the Professional Services are performed by personnel with appropriate qualification and experience. The Subscription Owner shall contribute to the implementation of the Professional Service by providing Biocode the necessary information and access rights.
Notwithstanding to what is stated under these Terms, Biocode’s liability for errors in the provision of the Professional Services shall be limited to correction of the error or repeating the Professional Service at its own expense. Subscription Owner shall notify any errors relating to the Professional Services to Biocode within thirty (30) days from the delivery of the Professional Service.
6. Subscription Fees, Taxes and Payment Terms
The use of Paid Services is subject to entering into a Subscription. The Paid Services are billed on a subscription basis in accordance with the terms agreed in a Subscription. The Subscription Owner shall be responsible for payment of all Service Fees as further agreed in a Subscription.
Unless otherwise agreed in the Subscription, the Service Fees are invoiced in advance and all payments are due fourteen (14) days from the date of the invoice. Interest rate for late payments shall be calculated in accordance with the Finnish Interest Act (633/1982).
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 make changes in the Service Fees annually by informing the Subscription Owner thereof in writing at least three (3) months before the anniversary of the Subscription. 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 Service Fees. Biocode has the right to appoint payment service providers to receive payment of the Service Fees on Biocode’s behalf.
7. Intellectual Property Rights
7.1 Service
Biocode grants the Subscription Owner 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, licensed, rented unless expressly otherwise agreed. The Subscription Owner’s right to the environmental impact assessments, reports and other related data shall survive the termination of the Subscription or the termination or expiration of the license to use the Services.
All rights, title and interest in and to the Services (including the related software and media), the structure and 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.
7.2 Professional Services and the Results Thereof
Unless otherwise agreed, all intellectual property rights and title to Professional Services and documents and other results thereof including any changes thereto made by Biocode shall vest in Biocode. The Subscription Owner has the right to use the results of the Professional Services for internal business purposes. Within the limits of the right of use, the Subscription Owner shall have the right to freely copy and use as a basis for further work the documents and other results created as a result of the Professional Service, in addition to which the Subscription Owner shall have the right to otherwise make changes or have changes made to them. The Subscription Owner shall have no right to sell or otherwise transfer to any third parties the documents or other results created as a result of the Professional Service except for the purpose referred to hereinabove.
7.3 Content
The Services allows you to submit Content to the Services. When you submit Content to the Services, you are 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.
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 use of Services.
8. Support
Biocode provides technical support services free of charge for Users using Paid Services. Technical support is provided by email normally between 8am-4pm (local time in Helsinki) from Monday to Friday excluding national holidays in Finland. Biocode uses reasonable endeavours to respond to all support request promptly but will not give any warranties or service level guarantees for response times. You may issue your support request via support@biocode.io.
Biocode shall have no obligation to provide technical or other support for Free Services.
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 or obligation to refund any Service Fees. 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.
9. 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.
10. Subscription Period And Termination
Paid Services
Paid Services are purchased by Subscription Owner for a subscription period agreed in a Subscription. Unless otherwise agreed, each Subscription is valid until further notice and shall continue to stay in effect for successive terms of 12 months at a time. Unless otherwise agreed, the Subscription Owner may terminate the Subscription at any time for convenience with a sixty (60) days’ prior written notice to Biocode. The Subscription Owner is not entitled to any refunds of paid Service Fees upon termination.
Unless otherwise agreed, the Subscription regarding Professional Services shall stay in effect without the right to cancel or terminate until all Professional Services have been delivered and the Subscription Owner has paid all Services Fees.
Biocode may terminate the Subscription with immediate effect if the Subscription Owner or any User is in material breach of these Terms.
Upon termination or expiration of the Subscription, all accrued and unpaid Service 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.
Free Services
License to use the Free Service granted to you under these Terms remains in effect until terminated by you or Biocode for convenience.
11. Changes and Maintenance
We may update these Terms at any time without notice, and we recommend that you review the Terms regularly. If the changes to these Terms are material, we will notify of such changes to those Users and Subscription Owners affected by the changes in writing. Those Users not agreeing to the changes we have made should discontinue using the Services. Those Subscription Owners not accepting the changes which the Subscription Owner can manifest are material to the Subscription Owner are entitled to terminate the Subscription with fourteen (14) days’ prior written notice. The Subscription Owner is not entitled to any refunds of paid Service Fees upon termination. Changes are deemed to have been accepted if the use the Services continues after the changes have become effective. None of the changes will apply retroactively and the changes will become effective on the announced date.
The scope, content, features and duration of Free Services is in Biocode’s sole discretion and you expressly agree that Biocode may suspend, limit or terminate access to the Free Services for any reason at any time without prior notice and without incurring any liability thereof.
Biocode may change the Paid Services and will notify of such changes to those Users and Subscription Owners affected by the changes in writing.
12. Confidentiality
Biocode and you (each separately “Party” and jointly “Parties”) shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential. Each Party shall disclose confidential information only to those of its employees, advisors, agents, directors, contractors and subcontractors who need to know such confidential information for the purpose of provision or use of the Services or Professional Services. The confidentiality obligation shall, however, not apply to material or information, (a) which is generally available or otherwise public; (b) which the receiving Party has received from a third party without any obligation of confidentiality; (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; (d) which the receiving Party has independently developed without using material or information received from the other Party; or (e) which the receiving Party is required to provide due to law or regulation by the authorities.
For avoidance of doubt, nothing under this Section 12 shall prevent or limit Party’s rights granted to them under Section 7 (Intellectual Property Rights) of these Terms. The confidentiality obligations under this Section 12 shall survive the termination of the Subscription or use of Services and shall finally expire after three (3) years from the termination, expiration or cancellation of the Subscription or use of Service unless applicable laws require a longer period of confidentiality.
13. 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.
14. 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.
15. Indemnities
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 defense and/or control of any matter otherwise subject to indemnification by you hereunder.
16. 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.
17. Miscellaneous
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.
The following provisions will survive the termination or expiration of the Services, Professional Services and/or Subscription: Section 2 (Definitions), Section 7 (Intellectual Property), Section 9 (Links to Other Web Sites), Section 12 (Confidentiality), Section 13 (Disclaimers and No Warranties), Section 14 (Limitations of Liability), Section 15 (Indemnities) and Section 17 (Miscellaneous).
These Terms shall be governed by and construed in accordance with the laws 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 you and Biocode. If amicable resolution is not found, a dispute, 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).
18. Contact Us
If you have any questions about these Terms, please contact us: contact@biocode.io.
Biocode Oy
Business ID: 2849954–4
Address: Siltasaarenkatu 8-10, 00530 Helsinki, Finland
Email: contact@biocode.io
Website: www.biocode.io