Introduction

1. The Aperitas Product, Aperitas One is a simple and accessible digital platform and network for managing corporate sustainability concerning the individual company and its Supply Chain.

2. The intended use of Aperitas ONE includes:

2.1.  Maintaining the Member company’s own corporate sustainability information in a truthful and timely manner according to the framework provided by Aperitas ONE.

2.2.  Promotion of corporate sustainability in the supply chain and demonstrating the Member company’s commitment to corporate sustainability in the supply chain.

2.3.  Motivating actual customers and suppliers to join Aperitas and to establish connections with actual customers and suppliers on Aperitas ONE.

Establishing perfect transparency within, but confined to the Supply Chain, i.e. exchanging corporate sustainability information within, but not beyond the Supply Chain.


Definitions and interpretation

1.  Aperitas ONE (Platform, Network or Product) means a digital product, which provides features for managing corporate sustainability concerning the individual company and its supply chain;

2. Aperitas means a limited liability business entity registered in the Kingdom of Denmark and owning Aperitas ONE (including all related IP rights, know-how, concepts, brand expressions etc.);

3. Member (Member Company) means any business entity registered on Aperitas ONE with the implicit purpose of applying Aperitas ONE according to its intended use;

4. User means an employee of a Member Company undertaking management of the Member Company’s use of Aperitas;

5. Membership Fee (Fee) means an amount defined by Aperitas necessary to have access to the Platform, specific features in the Platform and/or specific services rendered by Aperitas;

6. Member Data (Data) means data (text, numbers, files, images, and other information) in electronic format directly provided on Aperitas ONE by a User representing the Member;

7. Supply Chain means a system of companies (Supply Chain Partners) relative to a given Member and connected directly or indirectly to that Member on Aperitas ONE (regardless of actual material flows) as the Member’s:

7.1. Customer (Level 1 customer);

7.2. Customer’s customer (Level 2 customer);

7.3. Customer’s customer’s customer (Level 3 customer);

7.4. Supplier (Level 1 supplier);

7.5. Supplier’s supplier (Level 2 supplier);

7.6. Supplier’s supplier’s supplier (Level 3 supplier).


Subscription (Membership)

1. The Subscription (Membership) becomes effective when the Member joins Aperitas ONE and activates its Membership.

2. By activating its Membership, the Member accepts these Terms & Conditions.


Payments and Fees

1. Membership and the use of Aperitas ONE is free and will remain so as long as the Aperitas ONE product is in operation.

2. Information on Fees for upgrades to other Aperitas products and additions of premium features and services can be found on the Aperitas website here.


Data security and protection

1. Aperitas has implemented technical measures to protect Data against any unintended and unlawful measures, including theft, undue exposure loss, and damage.

2. Aperitas warrants not to use Member Data beyond the permissions granted by the individual Member by means on settings and actions in Aperitas ONE in accordance with the intended use of the Product.

3. Aperitas reserves the right to use and share Member Data in anonymous form, i.e. without directly nor indirectly establishing a link between the data and the identity of the Member.

4. Pertaining to information other than the Members own Data (see Definitions and interpretation), Members may not use any information on Aperitas ONE in any form outside the Product and may therefore not share, copy, transfer, download, publish or otherwise use any information on Aperitas ONE in any form beyond the intended use on the Platform itself.

5. Aperitas may grant individual Members permission to use and publish specific information from Aperitas ONE in the Member’s CSR report or similar. Such permission must be in writing and must be specific and limited, and will always require that Aperitas ONE is clearly identified as the information source.

6. Third parties are not allowed to share, copy, transfer, download, publish or otherwise use any information from Aperitas ONE in any form without the explicit written permission and consent from Aperitas.


Intellectual property

1. All the Network components which were created by Network Owner (software, database, files, concepts, designs, creations and other intellectual property) will always be and remain the exclusive property of Network Owner.

2. All the Data that was uploaded by the Member on the Platform remains the property of the Members.

3. Network Owner owns the format in which the Data is represented as well as non-raw data.


Member's Warranty

1. The Member warrants and undertakes to perform the current terms and conditions.

2. The Member warrants that all Member Data to the best of the Member’s knowledge and in accordance with what can be reasonably expected is timely, accurate, complete and truthful. 

3. The Member warrants to treat all information and knowledge acquired through Aperitas ONE that concerns other Member companies as confidential information not to be disclosed beyond the intended use of the Product unless otherwise agree among all implied parties.

4. The Member warrants not to transmit through Aperitas ONE any harmful materials or information, including, but not limited to viruses and malware.

5. The Member warrants not to provide any information on Aperitas ONE, which can be deemed irrelevant or inappropriate with respect to the intended use of the Product, including, but not limited to advertising materials and information related to campaigns and sponsorships; abusive, offensive or discriminatory materials and information; and information that is private or confidential in nature.

6. The Member warrants only to request and accept connections on the Platform that reflect actual and current trading relationships, e.g. the Member warrants not to send a customer connection request to a company, that is not already a current, recognized and active customers to the Member.

7. The Member and User warrant to protect and not to share private information such as sign-in credentials, email passwords etc. that can lead to unwarranted access to the Member’s data. The Member and User will be held solely responsible for any such security and data validity issues arising from inadequate protection of the Members and Users own private information.


Aperitas' Warranty

1. Aperitas warrants to perform current Terms and Conditions.

2. Aperitas warrants the security and protection of Members’ and Users’ private and personal information in accordance with the intended use of the Product.

3. Aperitas does not warrant anything beyond the current Terms and Conditions.


Disclaimer of Warranty, Limitation on Liability and Indemnification

1. Aperitas undertakes a disciplined approach to software development and quality assurance, but cannot guarantee that Aperitas ONE is without bugs, mistakes and inadequacies.

2. Aperitas shall not be liable to Members for any damages and losses related to the use of Aperitas ONE, including, but not limited to losses as a result of interruption of use, loss of data or corruption of data, regardless of any theory of liability, and regardless of any knowledge Aperitas may have had.

3. Members shall waive their rights to claim any damages against Aperitas for any direct or indirect losses suffered related to the use of Aperitas ONE.

4. Aperitas cannot be held responsible for nor warrant against any infringement of rights caused by Members providing information on Aperitas ONE.

5. Members agree to indemnify, defend, and hold harmless Network Owner, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Membership or use of the Platform (including the Content).


Termination

1. The Member can terminate its Subscription at any given time, regardless of reason with immediate effect.

2. Aperitas reserves the right to inform the terminated Members Supply Chain Partners about the termination.

3. When a Member’s Subscription is terminated (regardless of reason), the Data that the terminated Member has provided on the Platform will be deleted from the terminated Members profile. However, if the supply chain partners of the terminated Member still imply that a supply chain relationship with the terminated Member exist, the name and basic information about the terminated Member may still prevail on the Platform beyond any termination.

4. If Aperitas believes that a Member does not comply with these Terms and Conditions, Aperitas will under normal circumstances inform the Member in questions and request that such non-compliance is remedied within a reasonable period. However, Aperitas ultimately has the right to terminate any Membership without any notice, and will do so in the event of willful misconduct or gross negligence with respect to these Terms and Conditions and prevailing legislation.


Changes to the Product

1. Aperitas reserves the right to modify and amend the Platform. 

2. Modifications and amendments to the Platform reasonably deemed minor and of lesser consequence will be implemented without any further notice.

3. Modifications and amendments to the Platform reasonably deemed major and of significant consequence will be implemented after due notice, typically in connection with a quarterly product update.


Change of Terms and Conditions

1. Aperitas reserves the right to modify and amend these Terms and Conditions from time to time on use of Aperitas Network. 

2. Modifications and amendments to these Terms and Conditions reasonably deemed minor and of lesser consequence will be effective and immediately incorporated without any further notice.

3. Modifications and amendments to these Terms and Conditions reasonably deemed major and of significant consequence will be effective after due notice.


Governing law and jurisdiction

These Terms and Conditions shall be construed in accordance with and governed under the laws and legislative bodies of the Kingdom of Denmark. 


Special issues

There can be the cases where the roles of “customer” and “supplier” cannot be unambiguously assigned to two companies that are connected with each other (directly or indirectly) in the same supply chain. Aperitas ONE recognizes such ambiguity and manages the ambiguity internally. However, Aperitas ONE does not specifically indicate the ambiguity. Instead, Aperitas ONE shows the dominant relation type (customer or supplier) determined according to a proprietary algorithm. Please contact the Aperitas support team at support@aperitas.com for further information.