Biteful | Terms of Use

These terms of use (the “Terms of Use”) apply to all relationships established between us, Biteful OÜ (“Biteful” or “we”) and You, the user (“User” or “You”) of the Biteful platform (the “Platform”), and they establish the terms and conditions under which we enable You to use the Platform. The Platform is intended solely for Users who are legal persons.

By signing up on the Platform You agree to the application and content of these Terms of Use and to the processing of Your personal data disclosed during registration in the manner provided in the Privacy Policy.

In case You have any questions regarding these Terms of Use, please refer to our contact details below:

Biteful OÜ, a limited liability company registered under the laws of the Republic of Estonia
Registry code: 16504694
Address: Pille tn 9/1-25, 10138 Tallinn, Estonia
E-mail: hello@biteful.app

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LEGAL FRAMEWORK
1. Biteful is operating the Platform that enables its Users, acting either as customers (“Customers”) or suppliers (“Suppliers”), to respectively order or supply products that the Suppliers may offer on the Platform from time to time (the “Products”), depending on the role that has been provided to the User upon registration.
2. Through the Platform the Customers and Suppliers may from time to time conclude supply agreements for ordering certain quantities of Products (each a “Supply Agreement”). All Supply Agreements will be concluded directly between the Customers and Suppliers. The Supplier and the Customer may also have agreed (or may wish to agree) on certain individual or additional terms to govern the sale of Products to the Customer as part of their business relationship (the “Framework Terms”). If such Framework Terms have been agreed on, they shall be applied to all Supply Agreements concluded between the Supplier and Customer through the Platform.
3. In order to conclude a Supply Agreement, the Customer shall make an order for Products (each an “Order”). The conclusion of the Supply Agreement as well as delivery and payment for the Order will take place in accordance with and be subject to the Framework Terms agreed between the Customer and Supplier beforehand, outside of the Platform.
4. Biteful is operating the Platform solely as an online intermediary service provider and is not a party to any Supply Agreement or any Framework Terms. Biteful is a mere intermediary of Customers’ Orders for the Products on the Platform. All Customers and Suppliers are acting as independent and professional parties in making any commercial decisions and concluding any Supply Agreements on the Platform.
USE OF THE PLATFORM
1. The Platform functions as a tool for expediating and automating the process of submitting and processing Orders and providing overviews of the Orders made and Supply Agreements concluded.
2. Each User will be created an account on the Platform. Users can, at their sole discretion, enable members of their personnel to submit Orders (in case of the Customer) and accept Orders (in case of the Supplier) on the Platform through the User’s account in the name of and on behalf of the respective User. All members of the User’s personnel to whom the User has granted the right to act in the name of and on behalf of the User will be deemed duly authorized representatives of the User and actions undertaken by such persons on the Platform will be deemed actions of the User itself. The User undertakes to ensure that all members of the User’s personnel, whose cooperation with the User is terminated, are promptly removed from the list of authorised representatives of the User.
3. All Users undertake to disclose only correct and complete information on the Platform and to Biteful. All commercial information disclosed on the Platform regarding Products and the Users are provided by the Users themselves and Biteful does not bear any responsibility for the correctness of such information, if disclosed on the Platform the same way as disclosed by the User to Biteful.
4. If Biteful becomes aware (either by receiving notices from several Customers or otherwise) that a Product advertised as available by the Supplier on the Platform is out or stock, Biteful has the right, in its sole discretion, to hide such Products from the Supplier’s Product range until the Supplier notifies Biteful that the Product is back in stock.
5. The Users (including all members of their personnel) shall keep confidential the access credentials of their account on the Platform. In case of any unauthorised access to a user account, Biteful must be notified immediately. Until receipt of such notification, Biteful has the right to deem any actions undertaken through the User’s account as the actions of such User.
6. All Users must adhere to the laws, regulations and good practices applicable in the country in which they conduct business. If any regulatory restrictions apply to the sale, purchase or delivery of certain Products, the User shall ensure that its actions comply in all respects with such regulatory requirements. The Users shall be responsible for the actions of their authorised representatives on the Platform as if such actions would be the actions of the User itself.
7. Users shall not use the Platform for any other purposes than the intended use of the Platform. Restricted purposes include (among other) using the Platform for money laundering purposes or other criminal activity or using the Platform with the aim of reverse-engineering or copying any of its functions or parts. If the User violates this Section, Biteful has the right to suspend or remove the User from using the Platform in accordance with Section 4.1 as well as notify relevant law enforcement agencies (if applicable).
8. As Biteful is not a party to the Supply Agreements, Biteful will not interfere with or be otherwise engaged in the performance of any Supply Agreements or settling of any claims or complaints arising from the Supply Agreements. Regardless, Users may notify Biteful of any incidents or recurring disruptive behaviour of any other Users they may have concluded Supply Agreements with, which may give grounds for suspension of such Users under Section 4.1 below.
FEES AND INVOICING
1. The purchase price of the Products sold by the Supplier is determined solely by the Supplier at their discretion. All payments due by the Customer to the Supplier under a Supply Agreement will be made directly from the Customer to the Supplier. Biteful is not the provider of payment intermediary services.
2. If indicated so on the Platform or communicated by Biteful, the User undertakes to pay Biteful certain fees in exchange for the right of using the Platform (or its specific functionalities). Biteful shall notify the User via e-mail of the introduction of any fees and the fee amounts.
3. Biteful has the right to unilaterally amend the Price List by notifying the Users thereof prior to the implementation of the amended Price List and enabling Users to choose whether to accept the amended Price List or terminate the use of the Platform in accordance with Section 4.2.2.
4. All payments of the fees to Biteful must be made as electronic payments under electronic invoices issued by Biteful. By consenting to these Terms of Use the Users expressly accept to receiving electronic invoices (including via e-mail and documents attached in PDF form).
SUSPENSION AND TERMINATION OF USE
1. Biteful is entitled to suspend any User from the Platform for a certain period of time or remove them from the Platform indefinitely with immediate effect and/or refuse to forward any Orders to Suppliers on any of the following occasions, without any obligation to compensate for loss of profit:
  1. the User causes any abuse or harm to the Platform or other Users or uses the Platform for any other purpose than intended (including if suspension or removal of a User seems necessary for security reasons, at the sole discretion of Biteful);
  2. Biteful has reasonable belief of fraudulent acts by the User when using the Platform (including using the Platform with the purpose of discovering its source code or inspecting other operational or technical details of the Platform);
  3. the User is in default with the payment of any fees to Biteful (if applicable) and does not rectify the default within the additional term of at least 14 calendar days;
  4. the Supplier notifies Biteful of the fact that the Customer is in default with the payment of the purchase price under their Supply Agreement on more than one occasion;
  5. the Customer notifies Biteful of the fact that the Supplier regularly declines their Orders without cause;
  6. the User notifies Biteful of the fact that another User’s conduct on the Platform is inappropriate (e.g., sending spam messages or Orders without the intent of concluding Supply Agreements);
  7. the User otherwise fails to comply with their obligations under these Terms of Use.
2. The User may terminate the use of the Platform at any time without cause by notifying Biteful thereof in a format reproduceable in writing. If the User is paying any fees to Biteful in exchange for the right of using the Platform (or its specific functionalities), one of the following principles shall apply upon termination:
  1. If the termination of use takes place without cause, Biteful will not return any fees to the User (including any fees paid in advance for the period following termination);
  2. If the termination of use takes place due to Biteful amending the Price List, Biteful will retain any fees paid for the period before the amended Price List takes effect but will return to the User any fees paid in advance for the period following the application of the amended Price List.
3. If according to the Framework Terms the contractual relationship of the Supplier and the Customer is terminated or expires, both parties undertake to notify Biteful of such termination, so that Biteful could deactivate their connection on the Platform.
INTELLECTUAL PROPERTY RIGHTS
1. By registering on the Platform, Biteful grants each User (including the staff and each authorised representative of the User) a revocable, non-exclusive, non-transferable, non-sublicensable royalty-free license to use the Platform for its intended purpose.
2. All intellectual property rights regarding the Platform, software, documentation, assignments or information used or developed by or on behalf of Biteful with regard to the provision of the services specified in these Terms of Use (including the Platform and any material uploaded therein) belong to Biteful.
3. The User shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the Platform or any other software used by Biteful or extract or use any material on the Platform for any other purpose than submitting and processing Orders and in accordance with the Terms of Use.
4. Biteful is not providing any warranties, guarantees or representations regarding the quality of the Platform, including regarding the absence of apparent or hidden defects, fitness for ordinary or particular purposes, and Biteful is not required to satisfy the User’s claims regarding the quality of the Platform.
CONFIDENTIALITY
1. Any information regarding the Users and Biteful obtained in relation to the use of the Platform, that the respective party would not have obtained without the use of the Platform is confidential. Confidential information shall include (but is not limited to): any sales information of the Users, any pricing information regarding the use of the Platform and any communications between Biteful and the Users. However, confidential information shall not include and Biteful has the right to disclose to the names of all participating Users on the Platform, as well as the range of Products offered by the Suppliers and other information necessary for the Customer to submit an Order.
2. Confidential information may not be disclosed to any third parties except upon prior written consent of the respective party or if such disclosure is required under law. Disclosure of confidential information to a party’s credit institution, auditor or professional adviser is not a breach of the confidentiality undertaking if the disclosing party procures that the recipient is bound by a duty of confidentiality and will not disclose the information to third parties.
3. Confidential information may only be used for the purpose of using or enabling the use of the Platform and compliance with these Terms of Use.
4. Upon termination of the use of the Platform for whichever cause, both Biteful and the User shall upon instruction of the other party either return, delete or destroy any confidential information regarding the other party that is in their possession.
5. The obligation of confidentiality set out in this Section 6 shall survive any suspension or termination of use of the Platform for whichever cause and shall remain in force without term.
LIABILITY
1. The Customer and Supplier shall be solely and independently liable for their performance of the Supply Agreement (including the Supplier shall be solely responsible for the quality and quantity of the ordered Products). Biteful does not assume any liability for the performance of any Supply Agreements between the Customer and the Supplier. In addition, the Users shall ensure at their own cost and expense that their activities in selling or purchasing Products through the Platform correspond in all respects to any regulatory requirements that may be applicable to certain Products; Biteful shall not be liable for any breach of this obligation by the User.
2. Biteful does not guarantee that any Orders submitted by the Customer will be accepted by the Supplier and that any particular number of Supply Agreements will be concluded between the Customer and the Supplier.
3. The Platform is provided to the Users on an “as is” basis. Biteful will not be liable for any interruptions, connection errors, unavailability of, or faults in the Platform. Biteful may, at its sole discretion, introduce new and/or discontinue any existing functions, features or parts of the Platform.
4. In any event, the liability of Biteful in front of each User is limited solely to direct monetary damages to the exclusion of any indirect or consequential damages (e.g., loss of profit, loss of business opportunity, etc) and in the maximum amount of the fees (if any) paid by the User to Biteful during one year preceding the damage.
5. No limitation of Biteful’s liability shall apply if the breach has been caused due to the intent or gross negligence of Biteful.
FINAL PROVISIONS
1. Biteful reserves the right to make changes to these Terms of Use at any time by uploading the revised Terms of Use onto the Platform and notifying all Users thereof through the e-mail address provided by the User during onboarding.
2. The use of the Platform, these Terms of Use and all legal relations that the Users thereby have with Biteful shall be governed by the substantive law of the Republic of Estonia without giving effect to any conflicts of law rules.
3. Any dispute, controversy or claim arising out of or in connection with these Terms of Use, that Biteful and the User cannot resolve by way of negotiations, shall be subject to jurisdiction of the national courts of the Republic of Estonia with Harju County Court (Harju Maakohus) as the court of first instance.

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