TERMS OF USE FOR FOOD SELLERS
KAIROS FOOD
(Last updated on 15 November 2021) 

Welcome to the Kairos Food B2B platform, owned by KAIROS FOOD NV, registered in the Belgian crossroad bank for enterprises as company No. 0428.896.089,  with registered office at 8670 Koksijde, Pannelaan 37, Belgium and with VAT No. BE 0428.896.089 (hereinafter “Kairos”). 

You can contact us by email at [email protected] or by telephone at +32 58 31 00 31. 

The KAIROS FOOD B2B platform is available at www.kairosfood.eu, or at any other address that may be substituted for this one (hereinafter the “Platform”). 

These terms of use (hereinafter the “Terms of Use”) govern the contractual relationship between Kairos and the Food Seller and set out the terms and conditions on which Food Sellers may access and use Kairos’ Platform, Shop, and Service. 

1. Definitions

Unless provided otherwise in these Terms of Use, the following capitalized terms shall have the respective meanings given to  them below: 

“Agreement”: the agreement concluded between Kairos and the Food Seller, pursuant to completing the registration procedure and acceptance of the Quote, relating to the provision of the Service and the use of the Platform.

“Content”: means any content that is supplied by a Food Seller on the Platform and Shop, including, but not limited to, any  Product, data, information, text, listed object, description, name, alias, sign, photograph, picture, sound, video, logo,  and any other item supplied by the Food Seller to Kairos or on the Platform. 

“Food Buyer”: means a professional who is willing to” purchase, or who purchases, the Products through the  Platform from Kairos in the exercise of their profession or business (and for those purposes only). 

“Food Seller”: a professional who gives the Products on consignment to Kairos and who supports the sale of these Products on the Platform by Kairos, by acting as a point of contact for the Food Buyer by means of her Shop on the Platform.

“Party”: means, individually or together, Kairos and/or the Food Seller.

“Product”: means any product that is listed for sale by a Food Seller on the Platform provided it complies with the conditions as laid down in Annex 1 'Product requirements'. The Product has to be in conformity with these Terms of Use.

“Product Alert Date”: the first date is when Kairos informs the Food Seller that the maximum number of days left for the Product to be allowed on sale is about to expire. 

“Product Removal Date”: the date that the product may no longer be sold to the Food Buyer due to too short a shelf life for the consumer.

“Quote”: the document describing the Services to be provided and may contain specific conditions of the execution of the Quote, such as the pricing, the termination, the costs, etc., and to which these Terms of Use apply. 

“Services”: means all of the Kairos online services, which are the property of Kairos, and which are made available to the Food Seller through the Shop and the Platform, as described in more detail in Article 3 of these Terms of Use. 

“Shop”: the Service includes an online, personalized shop on the Platform where the Products may be offered for sale and where the Food Seller may communicate with the Food Buyer to promote the sales.

2. Applicability of the terms of use

2.1. These Terms of Use, which prevail over any other document, shall govern the Agreement between Kairos and the Food Seller.

2.2. Prior to the conclusion of the Agreement and the use of the Services, the Food Seller will be asked to confirm that he has taken note of these Terms of Use, that he has read them, and that he accepts their content as binding. By entering into the Agreement and using the Services, the Shop, and the Platform, the Food Seller expressly consents, without restriction, to be legally bound by all of the provisions of the Terms of Use. 

2.3. Kairos reserves the right to amend these Terms of Use at any time, and to inform each Food Seller thereof by email. Unless expressly provided otherwise in these Terms of Use, the amendments made to these Terms of Use shall take effect 30 calendar days after their online publication. During that time period, each Food Seller may give Kairos notice of its refusal of these amendments, in which case the Agreement (and, accordingly, the Food Seller’s right to use the Services) shall expire at the end of the aforementioned time period of 30 calendar days in accordance with Article 5.5 of the Terms of Use. In the event that the Food Seller has not objected in writing to the announced changes within this period, the Food Seller will be deemed to have accepted the changes.

2.4. If, in addition to these Terms of Use, additional special conditions also apply (as laid down in the Quote), the above shall also apply to those special conditions. Should there be any differences between the special conditions and these Terms of Use, the provisions of the special conditions shall, in principle, prevail over the Terms of Use, unless otherwise provided.

3. Description of the services

3.1. The purpose of the Platform is to bring Food Sellers in contact with Food Buyers for the purchase of Products.

3.2. The Platform is intended to provide Services exclusively to a professional Food Seller, to the exclusion of consumers and non-professionals. In these Terms of Use, “professional” means any individual or legal entity, public or private, who or which acts for purposes that are within the scope of its commercial, industrial, artisan, self-employed, or agricultural activities, including when such person acts for or on behalf of another professional. If not a professional, the Food Seller will not be allowed, thus won’t be able, to register on the platform as a Food Seller of Products. 

3.3. Kairos will sell the Products through the Shop on its Platform. The Food Seller is allowed to:

• list the Products for sale (provided they comply with the conditions as laid down in Annex 1 'Product requirements');
• personalize the Shop of its brand by implementing photos, texts, attachments for certificates and set the price of the Products;
• facilitate the sale by carrying out promotions, managing marketing of the listed Products;
• communicating with the Food Buyer by means of the Shop. 

Kairos, as the seller, will solely take care of all other aspects of the execution of the purchase agreement with the Food Buyer, such as, but not limited to, preparing the order and organizing its delivery, invoicing, and complaint handling (as stipulated in Article 11).

Kairos will, however, continue to monitor the content uploaded to the Shop by the Food Seller and is entitled to take this data or image offline without being liable for any compensation if the content is contrary to public order, good morals, or inappropriate in any other way in the opinion of Kairos.

3.4. Kairos will also take care of the administration of product-dependent costs (such as costs related to BIO products, packaging contributions, etc.), although the Food Seller agrees that these product-dependent costs will be passed on to the Food Seller himself/herself.

3.5. Until the purchase agreement between Kairos and the Food Buyer has been completed in accordance with the general terms and conditions for Food Buyers of the Platform, the Food Seller retains ownership of the Products, which will be given on consignment to Kairos. The sale of the Products to Kairos takes place at the time of the conclusion of the sale between Kairos and the Food Buyer.

3.6. Kairos and the Food Seller are and remain independent Parties, each of which acts in its own name and on its own behalf. Unless expressly provided otherwise, these Terms of Use create no bond of obedience, mandate, partnership, joint venture, employer/employee, principal/attorney, or franchisor/franchisee relationships between Kairos and the Food Seller. Each Party undertakes to refrain from doing anything that may mislead a third party in this respect and to make no commitment, nor provide any guarantee, on behalf of the other Party, unless expressly provided otherwise in this contract. 

4. Access to the service and right of use

4.1. Kairos retains full ownership of the Platform and the Shop at all times. 

The Food Seller is granted an exclusive license and thus a Right of Use to the use of the Platform and the Shop in accordance with Article 12.2. 

4.2. Access to the Service and Shop, and the use of all of its functionalities, require the prior registration as a Food Seller and the conclusion of an Agreement. To this end, the Food Seller shall, inter alia, contact Kairos and provide all of the requested information and documents.

Besides, the Food Seller undertakes that the information it provides upon its registration does not infringe third party rights and is accurate, sincere, exhaustive, and up-to-date, and he further undertakes to rectify such information later on if the information becomes obsolete or out-of-date. Kairos reserves the right to ask the Food Seller who failed to comply with the terms of this article, to modify the information given and to do so within the time period to be indicated by Kairos. 

If the Food Seller fails to comply with this obligation, Kairos reserves the right to suspend and/or close the Food Seller’s account, and to deny any access to the Service. Each Food Seller is solely responsible for any consequences that may result from the provision of false, invalid, or erroneous information to Kairos and/or to any other third party. 

4.3. Kairos reserves the right to accept or reject any application for registration, at its own discretion, without incurring any liability. The registration of a legal entity as a Food Seller may only be made by an individual authorized to represent such a legal entity. 

4.4. The Food Seller is only authorized to access and use the Platform, Shop, and Services for professional reasons. To the extent permitted by applicable law, any other use that is not expressly authorized herein is expressly reserved by Kairos. 

4.5. Kairos reserves the right, at any time and at its sole discretion to:

​(i)  suspend or interrupt the access to the Shop, Platform, and/or the Service, in full or in part, notably for maintenance ​purposes, operational requirements, internal choices, or in case of emergency;

(ii) upgrade the functionalities and the Service available on the Platform, at any time  and at its sole discretion;

(iii) to delete or modify any Content for, including, but not limited to, technical, business, or practical reasons. 

It is understood and agreed by the Food Seller that such interventions will in no circumstances result in Kairos being held liable, nor give rise to compensation or damages being payable to the Food Seller.

4.6. Kairos has the right to make innovations to the Platform and Shop at its own discretion. Kairos will inform the Food Seller in a timely manner about the implementation of updates and/or upgrades as far as, in the opinion of Kairos, they may be important for the use of the Platform. Kairos is not liable for problems that may arise in the implementation of innovations, nor for backward compatibility with Food Seller’s end devices.

5. Duration and termination of the agreement

5.1. The Agreement and thus the application of these Terms of Use will commence from the date on which the Food Seller expressly accepts Kairos' Quote (according to the foreseen procedure). 

However, the membership (with all the associated benefits) paid for by the Food Seller will only take effect from the first sale through the Platform to a Food Buyer and will last for one year. 

5.2. After the expiry of the period provided for in article 5.1. paragraph 2, the Agreement and membership will be tacitly renewed for another period of 1 year unless Kairos or the Food Seller gives written notice of termination (by mail or letter) at least 2 months before the end of the current period.

If the Agreement is terminated, the Food Seller will have access to the Shop until the last day of the current term.

5.3. The performance of the Agreement and thus the Services and the Right of Use of the Shop may be terminated with immediate effect, by registered letter but without prior notice of default and without being held to any compensation for damages, when Kairos determines from the circumstances that the Food Seller is unable to fulfill its payment obligations in the event that the Food Seller is declared bankrupt or is the subject of insolvency proceedings, or when the Food Seller ceases its activities.

5.4. Except if the other Party can invoke force majeure, each Party may terminate the Agreement, by means of a registered letter, with immediate effect and without being held to any compensation for damages, if the other Party fails to fulfill its legal or contractual responsibilities or obligations and if it does not remedy this failure within 14 calendar days after having been given formal notice by means of a registered letter. If the Party terminating the contract has suffered damage due to the above-mentioned breach of contract, it shall be entitled to compensation for the damage suffered. 

5.5. In the event of termination of the Agreement, the Food Seller’s access to the Shop shall be terminated simultaneously. Consequently, the Food Seller’s Shop will be disabled and removed from the Platform’s search results and therefore his listed Products shall no longer be accessible on the Platform. The termination will have no effect on the orders for Products that are in progress, such orders remaining subject to the terms of these Terms of Use. 

Any sum that is owed by the  Food Seller to Kairos shall become immediately due and payable. 

5.6. Without prejudice to any other remedies and without being obliged to pay any compensation, Kairos reserves the right to suspend the Food Seller’s right of access to the Platform, Shop, Services, and all rights and obligations deriving from the Agreement, with immediate effect, in the  following situations, such situations being described as serious breaches: 

(i)   in case of a breach of Articles 4.2., 4.4., 7,  8, 9, and  12 ; or
(ii) if the Food Seller’s acts are likely to result in Kairos (or any Kairos partner) or the Food Seller being held liable.

If Kairos deems it necessary, for example, to limit damage or to protect the Food Buyer, she will also suspend deliveries to the Food Buyer.

The Food Seller shall provide Kairos, within a reasonable period of time, with all the information that it requests in order to verify whether there is a contractual or legal infringement. The Food Seller recognizes that the suspension of the services of Kairos depends on its cooperation and, therefore, in the absence of cooperation, cannot indemnify Kairos for any direct or indirect damage arising from any of the above actions.

Only when Kairos decides in its sole discretion that there is sufficient certainty that no contractual or legal infringement has been committed by the Food Seller, the Shop, the Services, and all associated rights will become accessible again to the Food Seller.  If, on the other hand, a breach is determined with a probability bordering on certainty, Kairos may terminate the Agreement in accordance with Article 5.4. 

5.7. The Products which, in the application of Article 5.2, are still on consignment at Kairos at the end of the current term and that are not part of a Food Buyer’s order, will be collected from Kairos by the Food Seller within 7 calendar days.

The Products which, in the application of Articles 5.3. and 5.4., are still on consignment at Kairos at the moment of sending the registered letter with the notice of termination of the Agreement and are not part of a Food Buyer’s order, will be collected by the Food Seller from Kairos within 7 calendar days after sending the registered letter. 

The Food Seller shall bear all costs related to this.

6. Delivery, control, storage, and return of the products

6.1. The Food Seller undertakes to deliver the agreed quantity of Products to Kairos in Kairos' storehouse at Industriepark Noord 5a, 9100 Sint-Niklaas, Belgium at the times agreed in writing. If this address is modified during the execution of the Agreement, Kairos will notify the Food Seller in writing.

For this purpose, prior to delivery to Kairos, the Food Seller must submit a pre-advice via the Platform to inform Kairos of exactly what goods will be delivered and in what quantity. If the Food Seller fails to submit such a pre-advice in advance via the Platform, Kairos will refuse the delivery in question.

6.2. The Food Seller shall bear the costs of transport, both those for the delivery of the Products from the Food Seller to Kairos and those for the collection of the Products, in the event of retrieval, indifferent as to what caused this. 

If the Food Seller refuses to collect the Products which are no longer marketable, the Food Seller acknowledges that he is obliged to refund the destruction costs incurred by Kairos in connection with the destruction of those Products.

6.3. The Food Seller is responsible for the transport and delivery to Kairos, and will therefore be liable for all damage caused to the Products during transport or unloading of the Products. 

6.4. Kairos will check the Products for visible defects and will inform the Food Seller in writing within 5 working days if it detects visible defects. In that case, the Food Seller will retrieve the damaged Products from Kairos within 7 calendar days and will simultaneously replace them with the same quantity and same type of conforming and undamaged Products. 

6.5. Kairos shall not make any changes to the Products given on consignment. It will not make any changes to the names, logos, materials, or packaging of the Food Seller, nor cover them or combine them with other brands, trade names, logos, or information of other parties and/or companies. It will store the Products in a suitable environment and under proper conditions.

Kairos shall not be liable for damage to the Products caused by circumstances which it could not have prevented despite taking all reasonable measures.

6.6. The Products shall always remain the property of the Food Seller until they have been sold to a Food Buyer.

6.7. Kairos will store the Products given on consignment for a maximum of 12 months.

The Products on consignment shall be collected by the Food Seller (1) at its request, (2) within 7 calendar days when the Products have passed their Product Removal Date date or the 12-month retention period as stipulated in paragraph 1 of Article 6.7.. The Food Seller will automatically be notified by email 7 calendar days in advance, as well as on the day of the Product Removal Date or the 12-month retention period itself. 

Prior to and in addition to the notifications of the Product Removal Date, the Food Seller will also be informed of the Product Alert Date. The Food Seller is thus informed of the maximum number of days left for the Product to be allowed on sale (and thus be held in consignment by Kairos). The timing of the Product Alert Date will be adjusted according to the type of product. In any case, the Food Seller will be warned by email about the Product Alert Date approaching 7 days before this date and also on the day of the Product Alert Date itself.

6.8. Kairos will prepare a daily update of the stock of Products that can be requested by the Food Seller. 

7. The Food Seller’s rights and obligations

7.1. The Food Seller may advertise or sell the Products under special promotions (such as vouchers and promotional codes) without Kairos’ prior consultation and consent.

7.2. Kairos reminds the Food Seller of its obligation to comply with all laws, regulations, and obligations that are incumbent on it as a professional seller (including, but not limited to, regulations on the protection of privacy, social and work-related obligations, intellectual property (including in designs, models, patents, and trademarks) and fair competition).

7.3. Each Food Seller undertakes not to list Products that:

​(i) do not belong to his own brand with which he is registered on the Platform; or

​(ii) do not correspond to the reality in terms of quality and conformity; or 

​(iii) do not comply with the relevant food legislation for sale in the countries concerned; or

(iv) that infringe or are in breach of applicable laws and regulations or good morals, or that do not constitute authorized Products under contractual provisions; or 

(v) that are fraudulent Products  (particularly Products held following their receipt as stolen goods or illegally imported Products); or 

(vi) infringe third-party rights. The Food Seller warrants it holds all of the rights that are necessary to sell any Product listed by the Food Seller.

7.4. The Food Seller is permitted to offer samples to the Food Buyers. The Food Seller acknowledges that for each sample that Kairos is consequently required to deliver to the Food Buyer, it owes a fulfillment cost to Kairos (which can be calculated in advance and will be displayed with the relevant product). As will be indicated more precisely in the Quote, the Food Seller receives a fixed number of free samples. As soon as this limit is exceeded, these fulfillment costs will be charged. 

7.5. The Food Seller acknowledges that it may not share, through the Platform or with Kairos, any Content that infringes the intellectual property rights of any third party.

The Food Seller is also prohibited from engaging in conduct that is potentially unfair, damaging, anti-commercial, denigrating, defamatory, injurious or harmful toward Kairos, the Platform, any Food Seller or Food Buyer and/or any third party, or that infringes the laws and regulations applicable to Kairos in any other manner.

7.6. The Food Seller expressly undertakes not to enter into any direct contacts or agreements with Food Buyers outside the Platform in relation to the sale of Listed Products during the whole term of his registration on the Platform and for 6 months afterward.

7.7. The Food Seller is responsible and liable for all use of the Services provided. The Food Seller undertakes, for example, to ensure that its password and the data available via the Shop are protected against breaches by unauthorized third parties. As soon as the Food Seller becomes aware of a possible breach of the security of the information stored on the Shop, such as theft or unlawful use of the Food Seller’s access data or the passing on of business or (personal) data, or believes that this might occur, the Food Seller shall immediately inform Kairos at [email protected]. The Food Seller hereby confirms that it will change its password regularly.

The Food Seller is responsible for any use that is made by any person who uses the Food Seller’s login and password to access the Platform and Shop.

7.8. The Food Seller will refrain from using or allowing the use of the Service for unlawful acts, committing criminal offenses, and/or for acts detrimental to the image and reputation of Kairos. 

7.9. The Food Seller guarantees that the sale of the Products by Kairos does not infringe any third party rights, such as, but not limited to, exclusive distribution rights of third parties operating in the same territory as Kairos, of which the Food Seller is aware or should be aware. If the sale by Kairos nevertheless infringes such third-party rights, the Food Seller shall indemnify Kairos for all direct and indirect damage and liability claims arising from such infringement.

7.10. When activities are identified that violates this article, these Terms of Use or infringe the law or rights of third parties, access to the Platform and Services will be immediately suspended, and/or Karios may take one or more of the following actions depending on the nature of the infringement:

(i)    temporarily stop the Service to the Food Seller concerned;
(ii)   terminate the Agreement between the parties by notice with immediate effect;
(iii)  charge additional costs or claim compensation for the damage suffered by Kairos;
(iv)  remove the content concerned;
(v)   take all necessary measures to stop the abuse;
(vi) disclose all required information about any offer of sale and/or any purchase of these Products on the Platform, including the Food Seller’s personal information as the case may be, to the competent authorities,  and/or to cooperate with the competent authorities upon request.  

The Food Seller will indemnify and hold Kairos harmless with respect to any consequences following any contractual or legal breaches, such as, but not limited to, third-party claims and all costs incurred in rectifying or mitigating damages that are attributable to the Food Seller, such as product recall.

7.11. The Food Seller shall ensure that its personnel also behave in accordance with the terms of these Terms of Use.

7.12. The Food Seller undertakes to take public and professional liability insurance with an insurance company known to be solvent, to cover the liability the Food Seller may incur, on any legal basis whatsoever, for the damages of any kind the  Food Seller may cause in the context of the performance of these Terms of Use. The Food Seller will provide Kairos, upon request, with supporting evidence of the taking of such insurance. 

8. Rules of conduct on the Platform

8.1. Some of our services allow the Food Seller to interact with others. Kairos wants to maintain a respectful environment for everyone, which means that the Seller must adhere to these basic rules of conduct:

• compliance with applicable laws;
• respect for the rights of others, including privacy and intellectual property rights;
• refrain from abusing or causing harm to others or yourself (or threatening or encouraging such abuse or harm), for example by misleading, deceiving, defaming, intimidating, stalking, or harassing others;
• refrain from misusing, damaging, disrupting, or interfering with the Services;
• refrain from exerting any possible pressure (including threats) on both the Food Buyer and Kairos to have negative reviews removed from the Platform;
• provide information that is factually correct or if it is an opinion, clearly state this;
• refer a Food Buyer or another Food Seller to a competent person if the Food Seller does not consider himself the appropriate person to correspond with a Food Buyer or another Food Seller, e.g. after the Food Buyer has requested additional information.

8.2. In his contact with the Food Buyers or others, the Food Seller is obliged to behave in a respectful, honest and dignified manner at all times.

8.3. The Seller acknowledges that he and only he is responsible for his communication. The Seller, therefore, indemnifies Kairos for all possible claims for damages resulting from, but not limited to, incorrect information or harmful statements, provided through the Platform.

9. Fees owed to Kairos

9.1. The Food Seller pays a fixed annual fee, as defined in the Quote, to Kairos for the use of the Shop, Platform, and Services. In the event of early termination of the Agreement, this annual fee will not be reimbursed to the Food Seller, not even pro-rata. 

9.2. In addition, as a counterpart to the Service supplied, the Food Seller undertakes to pay Kairos a commission, as agreed in the Agreement, on the net price of the invoiced amount to the Food Buyer. The amount of this commission excludes taxes and shall be increased by any applicable taxes, including the value-added tax (VAT) at the prevailing rate on the billing date. The commission shall be billed for any order placed via the Platform. 

At the beginning of each month (within a reasonable period), a statement is sent to the Food Seller of all the amounts invoiced for sales made through the Platform during the previous month. On the basis of this statement, Kairos will prepare a monthly invoice (in EUR) for the commission due (on the basis of these monthly total sales).

9.3. The Food Seller agrees that all product-related costs, such as, but not limited to, costs related to BIO products, packaging contributions, etc., that Kairos initially had to bear for the administrative handling of the sale of Products, will be invoiced to the Food Seller and are included in the monthly invoices in conformity with Article 9.2.

9.4. The Food Seller is permitted to offer samples to the Food Buyers. The Food Seller acknowledges that for each sample that Kairos is consequently required to deliver to the Food Buyer, it owes a fulfillment cost to Kairos which will be invoiced monthly and is included in the monthly invoices in conformity with Article 9.2.

9.5. Unless otherwise agreed by the Parties, Kairos' invoices are payable within 30 calendar days of the invoice date at Kairos' registered office. To be valid, all protests of invoices must be sent by mail within 5 calendar days of the invoice date. A timely protest by the Food Seller does not suspend its payment obligation. In that case, the Food Seller remains obliged to pay the other invoices for the Services.

9.6. Kairos reserves the right, without indemnity, and with at least 60 calendar days prior notice, to modify the commission as referred to in Article 9.2. and as specified in the Quote. In case of a disagreement, the Food Seller may terminate the Agreement without indemnity by written notice (letter or email) and with the result that the Agreement will be considered terminated from the moment the modification in question would have been applied. 

If Kairos wishes to change the amount of the annual fee, he shall, if possible, notify the Food Seller thereof in good time and before the expiry of the notice period in accordance with Article 5.2. However, if such notice is given after the period of notice, the Food Seller will be given another 2 weeks to terminate the Agreement.

10. Personal data

Kairos collects and processes personal data relating to the Food Seller for the purposes of managing the relationship with them. 

The modalities for collecting and processing the Food Seller’s personal data are detailed in the Kairos’ privacy policy, which is available on the Platform.  

11. Complaints of Food Buyers

11.1. Subject to the other provisions of the Terms of Use, any complaints will be managed directly between Kairos and the Food Buyer. However, the Food Seller undertakes to always cooperate actively in the handling of complaints if Kairos deems this necessary and explicitly requests this. 

11.2. If a Food Buyer contacts the Food Seller in connection with a complaint, the Food Seller undertakes to inform Kairos of this complaint immediately. Subsequently, Kairos has the exclusive authority to settle the complaint further and personally with the Food Buyers. However, the Food Seller is obliged to assist Kairos constitutively, actively, and usefully in the aforementioned complaint handling if and to the extent that Kairos so requests. 

12. Intellectual property and licenses

12.1. The intellectual property rights in the Platform and the Service, including in their respective context, trademark, texts, software, databases, forms, trade names, product names, logos, photos, graphics and illustrations, charts, music, color combinations, slogans, layouts, and page layouts and any other protectable element, are the exclusive property of Kairos and/or of third parties that are contractually bound with Kairos. The Food Seller undertakes not to copy, remove, modify, exploit, resell, or otherwise use, in any way or form, all or part of the elements making up the Platform, the Shop, and the Services.

12.2. Subject to the Food Seller’s compliance with these Terms of Use, Kairos grants a limited, personal,  non-exclusive, non-transferable, non-assignable, license to the Food Seller, without any possibility of sub-license, to access and use the Platform and the Shop. This license is granted for the duration of the Agreement. To the extent permitted by law, any right that is not expressly licensed herein is expressly reserved by Kairos and/or its licensors and partners.  

12.3. Notwithstanding the foregoing, any Content supplied by a Food Seller is and remains the property of that Food Seller, subject to the license that is granted by the Food Seller to Kairos.

The Food Seller grants Kairos a free, non-exclusive, worldwide, non-transferable license for the duration of the Agreement, to use, reproduce, display, process, format, publish and distribute the Content provided by the Food Seller as deemed necessary by Kairos for the performance of the Agreement and these Terms of Use and for marketing purposes.

The Food Seller warrants that he is the exclusive owner, for the duration of the rights granted to Kairos, and for the whole world, of all of the rights necessary to exploit the Contents as provided herein, or that he holds the required rights to grant the license described herein. 

The Food Seller acknowledges that the Content provided by him may be published on the Webshop, or other online or offline media, and is thus publicly accessible. 

12.4. The Food Seller undertakes to supply Content to Kairos and on the Platform and Shop that is in compliance with these Terms of Use and with any legal and/regulatory provisions in force. 

12.5. The Platform, Shop, Services, and all related elements as described above, contain trade secrets and proprietary confidential information. Kairos and the Food Seller undertake not to disclose any information which has been expressly designated as confidential by (one of) the Parties.

12.6. In this respect, the Food Seller shall indemnify Kairos, on first demand, with respect to any claim or action that may be taken or brought, on any account whatsoever, on the occasion of the exercise of the rights granted hereby to Kairos, by any person who would consider having any rights to claim in all or part of the Contents provided by the Food Seller. The Food Seller accepts to indemnify Kairos in the event a third party would make such a claim or take such an action against Kairos, and to bear any consequences, including financial consequences, that may result therefrom.  

12.7. Kairos reserves the right, without prior notice nor indemnity, to modify or delete any Content that would be in breach of any provision of these Terms of Use, or to take actions she considers appropriate as laid out in Article 7.10.. 

13. Liability

13.1. The Parties shall be responsible for any harmful consequences that may result from the performance or non-performance of the obligations that follow from the Agreement and the Terms of Use. Each Party expressly agrees that he may only be held liable for the direct damages resulting from a non-performance of these Terms of Use that is attributable to him. 

13.2. Kairos only has a ‘best efforts’ obligation as regards to the making available of the Platform, Shop, and Services. Except when a proven grave or intentional fault can be attributable to Kairos, Kairos shall not be held liable for any damage potentially suffered by the Food Seller, because of the use, or the impossibility to use, all or part of the Shop and Platform. 

Kairos shall not be liable for any consequences which would have been caused by the internet network or by the User’s information system, such as a possible malfunctioning, failure or breakdown, delay, or interruption of access to the electronic communications network, including the Internet.  

13.3. In any event, to the extent permitted by law, Kairos’, his directors’, employees’, agents’ and affiliated companies’   liability, for all causes and whatever the circumstances, shall not exceed the higher of the sum of:

(i) the aggregate amount of commissions actually paid by the Food Seller to Kairos during the twelve (12) months preceding the event which resulted in the damage; and

(ii) the annual fee of one year, being the on-going year (in accordance with Articles 5.1. and 5.2.), if paid (excl. tax).

Kairos will in no case be held liable for indirect damage suffered by the Food Seller, nor for any lost profit, loss of turnover, loss of anticipated savings, loss of goodwill, loss of customers, damage to reputation, or loss of data.  

13.4. Third-party websites to which the Platform may occasionally link or refer (or vice versa) are not operated, hosted, or maintained by it. Kairos is therefore not liable for the content of such sites, nor for the links contained therein or changes and updates made to such sites.

14. Force majeure

If a Party suspects that it is unable to fulfill its obligations due to force majeure, it shall notify the other Party as soon as possible. In the event of force majeure, the Parties shall discuss how to proceed. If the force majeure situation persists for more than three months from the time of notification, each Party shall be entitled to terminate the Agreement without being liable to pay the other Party any compensation.

15. Evidence

The Parties acknowledge that Kairos’ disclosure of the recordings on Kairos’ servers, which relate to the use of the Shop and the Services, including the Food Seller’s nominative access codes, connection logs, and any documents and emails exchanged via the Platform or in the context of these Terms of Use and stored on Kairos’ servers, shall be considered proof between the Parties. 

16. Assignment

16.1. The Food Seller may transfer, assign, or otherwise dispose of, all or part of its rights or obligations, or the Terms of Use, with or without consideration, save with Kairos’ prior written consent. 

16.2. Kairos is permitted to make use of subcontractors of her choosing for the fulfillment of its obligations. Within the contractual and legal limits, Kairos shall remain liable for the subcontractors she has appointed.

16.3. Kairos may freely transfer, assign, or otherwise dispose of all or part of its rights or obligations of the Terms of Use, as part of a restructuring (including any merger, absorption, transfer or contribution of all or part of its assets, direct or indirect change of control). 

17. General provisions

17.1. In case of difficulties of interpretation between any one of the headings given to the articles of these Terms of Use and any one of the provisions of these Terms of Use, the headings will be declared non-existing. 

17.2. For the performance of all of the terms hereof and for any consequences thereof, the Parties choose their respective registered addresses as their domicile. Any change of the address chosen by a Party for the aforementioned purposes will be enforceable against the other Party only if such change of address is notified to that other Party by e-mail or through the Platform. 

17.3. In the event any provision of these Terms of Use were found null, invalid, or unenforceable by any court whatsoever in a final decision, that provision shall be deleted without this resulting in the nullity of the Terms of Use as a whole. The other provisions of the Terms of Use shall remain unchanged and shall continue to apply. The provision shall be replaced by a valid and enforceable provision that corresponds to the intention of the parties.

17.4. Changes to the Agreement and the Terms of Use shall only be accepted if they are made in writing and signed by the person who has been duly authorized to that end.

17.5. These Terms of Use are drafted in Dutch. In the event these Terms of Use would be translated into one or several other languages, the Dutch version shall prevail. 

18. Applicable law - jurisdiction 

18.1. The Agreement and these Terms of Use shall be governed by and construed in accordance with the laws of Belgium. 

18.2. All disputes between the Parties, including disputes concerning the application and interpretation of these Terms of Use, fall under the exclusive jurisdiction of the courts of West-Vlaanderen, Belgium.