Terms and conditions for the use of the GLOBALG.A.P. IT systems
1. Introduction and subject of these Terms and Conditions
1.1 Agraya GmbH (formerly FoodPLUS GmbH), Spichernstr. 55, 50672 Cologne, Germany (“Licensor”) offers electronic databases and associated IT platform that contain specific producer and product information for worldwide certification management and related services (“GLOBALG.A.P. IT platform”).
Certification Bodies approved by the Licensor use the GLOBALG.A.P. IT platform to register and manage their clients’ certification data. The GLOBALG.A.P. IT platform is furthermore an important part of the GLOBALG.A.P. Integrity Program and links certification information to other traceability data in the supply chain.
1.2 These Terms and Conditions for the Use of the GLOBALG.A.P. IT platform (“Terms and Conditions”) govern its use by any public or registered user (“Customer”).
1.3 For registered users, these Terms and Conditions apply in conjunction with the underlying contract concluded between the parties that governs the registered user's access to the GLOBALG.A.P. IT platform (“Contract”). In he event of any conflict between the provisions of these Terms and Conditions and those of the Contract, the provisions of the Contract shall prevail.
1.4 Unless the Contract grants the Customer the right to access the GLOBALG.A.P. IT platform, the Licensor reserves the right to deny registration or access to the GLOBALG.A.P. IT platform without stating any reason.
2. Availability of data
2.1 The GLOBALG.A.P. IT platform shall generally be accessible for use at least ninety-seven-point five (97.5) percent of the time on a monthly average.
2.2 Downtimes in regular maintenance windows, and downtimes caused by external factors such as internet disruptions, DDoS or other hacker attacks, power outages, or similar incidents beyond the Licensor’s control and which the Licensor could not have prevented with reasonable security or other measures, including downtimes for emergency maintenance works resulting from such incidents, shall not be considered in the calculation of the actual availability.
2.3 The Licensor reserves the right to temporarily shut down parts of, or the entire, GLOBALG.A.P. IT platform without prior notice in order to resolve urgent technical issues that may arise at any time.
2.4 Regular maintenance shall normally be performed outside regular business hours, during off-peak periods, shall not exceed one (1) hour, and shall be announced to the Customer with at least twenty-four (24) hours in advance in text form.
3. Use of GLOBALG.A.P. APIs
3.1 For the use of the API functionalities provided by the Licensor (“GLOBALG.A.P. API”), the following shall apply unless otherwise agreed in the Contract:
a) The Customer shall limit the number of requests sent in parallel. The number of requests processed simultaneously for each Customer shall be limited to avoid performance issues.
b) If internal errors are recurrently received, the Customer shall take action to stop sending requests resulting in errors.
c) Permanent breaches of the web application firewall are prohibited.
d) The Customer shall contact the Stakeholder Helpdesk team to identify and solve the issues described in b) and c).
e) The Licensor offers a test system for the implementation of the GLOBALG.A.P. API. The Customer shall use it to implement any GLOBALG.A.P. API connection. The Stakeholder Helpdesk team shall be contacted for access to the test system.
3.2 Where the Licensor provides an API enabling the bookmarking of certain data (“Bookmarking API”), the following shall apply in addition to the provisions of Section 3.1 unless otherwise agreed in the Contract:
a) Each individual GLOBALG.A.P. Number (GGN) shall only be bookmarked once, except where bookmarks are created at product level or where additional information (e.g., article name or variety, GTIN, traceability codes such as SSCC, delivery date) is added to the individual bookmarks. In such cases, GGNs may be bookmarked multiple times.
b) Procedures that bookmark repeatedly bookmark or query the required information and subsequently delete the bookmark are prohibited in order to avoid performance issues. Such procedures contradict the purpose of bookmarking as described in the GLOBALG.A.P. IT platform wiki. This also applies to the repeated creation and deletion of bookmarking lists for this purpose.
c) Bookmarking lists containing only a single bookmark are prohibited, as querying them generates unnecessary workload and costs and contradicts the purpose of bookmarking.
d) In order to avoid performance issues, the number of GGNs per bookmarking list shall be kept as limited as reasonably possible and shall not exceed five hundred (500) GGNs.
e) The account used for the Bookmarking API shall be registered with the contact data of the responsible technical contact person (telephone number and email address).
3.3 The Customer shall not modify, edit, revise, decompile, reverse engineer, disassemble, or translate the GLOBALG.A.P. IT platform or attempt in any other way to transform the GLOBALG.A.P. IT platform into source code, except in cases permitted by applicable law, in particular Sections 69d and 69e of the German Copyright Act (Urheberrechtsgesetz)).
3.4 Where the Customer culpably and materially breaches the provisions of this Section 3, the Licensor shall be entitled to deactivate the interface and/or account and to terminate the Contract granting the Customer the right to use the GLOBALG.A.P. IT platform for good cause.
4. Intellectual property rights
4.1 The GLOBALG.A.P. IT platform, including all their functionalities, shall remain the exclusive property of the Licensor and shall be subject to copyright protection. All rights are reserved.
4.2 The content data (e.g., master data, certificate status data) provided via the GLOBALG.A.P. IT platform is proprietary to the respective data suppliers, such as the individual producers, producer groups or Certification Bodies. The Licensor grants the Customer access to such data in accordance with the GLOBALG.A.P. data access rules.
4.3 Unless otherwise stipulated in the Contract or in these Terms and Conditions, the Customer shall not duplicate, distribute, sell, make available on a website or platform, disclose to third parties, commercially exploit, create derivative works from, or otherwise use any information obtained from the GLOBALG.A.P. IT platform.
5. Liability
5.1 All data provided via the GLOBALG.A.P. IT platform is provided by third parties and is not verified or controlled by the Licensor. No warranty is given as to the accuracy, completeness, correctness, reliability, or otherwise with respect to such data.
5.2 Apart from that, the Licensor shall be liable for the full extent of any damage in the event of intentional conduct (“Vorsatz”) or gross negligence (“grobe Fahrlässigkeit”), in the case of culpable injury to life, body, and health and under the provisions of the German Product Liability Act (“Produkthaftungsgesetz”). In the event of a slight negligence in the breach of essential contractual obligations, i.e., obligations which are fundamental to the proper peformance of these Terms and Conditions and on the fulfilment of which the Customer regularly relies and is entitled to rely, the Licensor shall be liable on the merits; however, in such cases, the Licensor’s liability shall be limited to damages that are typical for the Contract reasonably foreseenable. Any further liability of the Licensor shall be excluded. This limitation of liability shall also apply to the benefit of the Licensor’s statutory representatives, executive employees (“leitende Angestellte”), and vicarious agents (“Erfüllungsgehilfen”).
6. Updates of services
The Licensor reserves the right to modify or update the GLOBALG.A.P. IT platform, provided that such a modification or update (i) is necessary to comply with mandatory legal requirements, (ii) serves to reflect the current state of the art, and (iii) does not go beyond what is customary for comparable IT solutions and does not unreasonably affect the Customer's legitimate expectations regarding the continued use of the core functions of the GLOBALG.A.P. IT platform. The licensor shall provide reasonable prior notice of any material modifications to the GLOBALG.A.P. IT platform by email to the Customer who is a registered user.
7. Use of the data from the GLOBALG.A.P. IT platform
Unless otherwise agreed in the Contract, the Customer shall use the data obtained from the GLOBALG.A.P. IT platform solely for the internal operations of its organization. All Customer accounts shall, upon registration, be assigned to a specific individual and may only be used by such (named user). The Customer may access and use the GLOBALG.A.P. IT platform either through the GLOBALG.A.P. web interface or, where provided, through a GLOBALG.A.P. API interface.
8. Data protection
8.1 Details regarding the content and recipients of information published in the GLOBALG.A.P. IT platform can be found in the GLOBALG.A.P. data access rules.
8.2 The Customer shall comply with applicable data protection laws and regulations at all times. Further information on data protection is available in the GLOBALG.A.P. privacy policy, which the Customer shall bring to the attention of all employees who are granted access to the GLOBALG.A.P. IT platform and shall thereby inform them about the processing of their personal data by the Licensor.
9. Assignment of rights
The Customer shall not be entitled to assign any rights or obligations under these Terms and Conditions to any third party without the Licensor’s prior written consent.
10. Confidentiality
10.1 The Customer shall treat as strictly confidential all confidential information and business secrets of the Licensor or its associated undertakings, including in particular, data from the GLOBALG.A.P. IT platform, of which the Customer obtains knowledge in the course of performing its duties for the Licensor or which are designated as confidential by the Licensor.
10.2 The obligation of confidentiality shall not apply to information and documents:
a) which were already known to or in the possession of the Customer prior to their receipt from the Licensor;
b) which are lawfully received by the Customer from a third party without breaching any confidentiality obligation;
c) which are or become publicly available through no wrongful act or omission of the Customer;
d) which can be demonstrated by the Customer to have been developed independently developed by the Customer;
e) to the extent and in the manner approved in writing by the Licensor;
f) which the Customer is required to disclose under applicable law, regulation, or legal process.
11. Governing law and jurisdiction
11.1 These Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of Germany.
11.2 Unless otherwise agreed between the parties in the Contract, all disputes arising out of or in connection with these Terms and Conditions or their validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), without recourse to the ordinary courts of law. The arbitral tribunal shall consist of three (3) arbitrators. The place of arbitration is Frankfurt am Main, Germany, and the language of the arbitration proceedings shall be English.
12. Miscellaneous
12.1 These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior agreements, whether oral or written, between the parties relating to such subject matters. For the avoidance of doubt, the provisions of the Contract shall remain unaffected by these Terms and Conditions.
12.2 If any provision of these Terms and Conditions is or becomes invalid or unenforceable for any reason, this shall not affect the validity of the remaining provisions. In such cases, the statutory provisions shall apply (Section 306(2) of the German Civil Code - Bürgerliches Gesetzbuch) until the parties agree on a new valid provision that most closely reflects the economic and legal intent originally pursued by the parties. The same shall apply if, during the performance of these Terms and Conditions, an omission requiring rectification becomes apparent.
12.3 A waiver by either party of any breach or default under these Terms and Conditions shall not constitute a waiver of any other or subsequent breach or default. The failure by either party to enforce compliance with any provision of these Terms and Conditions shall not be deemed a waiver of any such provision unless expressly waived in writing.