TERMS OF USE

TERMS OF USE ENTERPRISE PORTAL AODACI.COM 

These Terms of use, as amended from time to time, form an integral part of all legal relationships between the User and AODACi with regard to the use of the Portal, except when the applicability of these terms of use is excluded or restricted by law, regulations or written agreement. Any general terms and conditions proposed by the User are rejected explicitly. 

AODACi reserves the right to change or supplement these Terms of use or individual provisions thereof at any time, without prior notice to the User. 

1.Definitions and interpretation 

1.1 In these terms of use the following definitions apply: 

Account means a username and password, which provide access to the Portal. 

Agreement means the agreement between the User and AODACi with regard to the use of the Portal. 

Article means any article of these Terms of use. 

Parties means the User and AODACi. 

Party means either the User or AODACi. 

Portal means the enterprise portal of AODACi, also known as the ‘aodaci.com’, where the User has the possibility to order and purchase Products in the Webshop. 

Product means any product and/or accessory that is available for purchase from the Webshop via the Portal. 

User means any person that AODACi makes or made an offer to regarding the conclusion of an Agreement, and/or any person with whom AODACi concludes or concluded an Agreement. Webshop means the webshop of AODACi where the User has the possibility to order and purchase Products. 

AODACi means AODACi Lda., having its statutory seat in Figueira da Foz, Portugal and its address at:

Pq. Industrial Figueira da Foz, Rua Olaias 85L 3090-380, Figueira da Foz, Portugal. 

1.2 Definitions and terms in these Terms of use that are indicated with a capital letter and are not otherwise defined, shall, unless otherwise evidenced by the context, have the meaning as described in Article 1.1. 

1.3 Words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders.

1.4 Headings are for reference only and shall not affect the meaning or interpretation of any provision of these Terms of use. 

1.5 If any provision of these Terms of use is invalid or ceases to be valid, the other provisions of these Terms of use shall remain in force. The invalid provision shall then be replaced by an alternative, valid provision, which is as similar as possible to the original provision in terms of its intended effects. 

2.Agreement 

The Agreement shall be effective from the time the User has received an Account for the Portal from AODACi, which Account shall be sent by AODACi to the User after the User has registered for the Portal, by filling in a registration form as provided by AODACi and accepting these Terms of use. However, AODACi reserves the right to not send an Account to the User, in which case no agreement shall be concluded. 

3.Prices 

Prices are subject to change without notice. In the event of any conflict between the prices shown in a physical catalogue of AODACi and the prices shown in the online catalogue (the Webshop) of AODACi, the prices shown in the online catalogue shall prevail. 

4.License 

The license to use the Portal, provided by AODACi to the User, shall be personal, worldwide, royalty-free, non-assignable and non-exclusive.  

5.Use of the Portal 

5.1 The User is responsible for the security and confidentiality of the Account he uses to access the Portal and shall secure the access to the Portal against unauthorized access and transmission. The User is responsible for the use of the Portal and for the data and the content he provides via the Portal. The User shall take all necessary measures to ensure that the access to and the use of the Portal is in accordance with these Terms of use and shall directly inform AODACi in the case of unauthorized or unlicensed use of his Account and/or the Portal and any other breach of security of the Portal. At the end of each session, the User is obliged to log out of the Portal. 
5.2 Those who use the Account of the User, are deemed to be legally authorized to act on behalf of the User, to the effect that they are authorized to conclude agreements with AODACi on behalf of the User.
5.3 The User shall be prohibited from: a. transferring his Account to another natural or legal person; b. using an Account of another User; c. damaging, delating, disabling or rendering inaccessible the Portal or appropriating the Portal; d. modifying the Portal, other than as permitted under instructions provided by AODACi; e. copying, reproducing, disassembling, decompiling the Portal or subjecting the Portal to reverse engineering; f. accessing or using non-public areas of the Portal.
5.4 It is for AODACi to assess whether a situation as referred to in Article 5.3 exists.
5.5 AODACi reserves the right to temporarily render inaccessible information and content of the User or to temporarily render inaccessible the account of the User or to delete the account of the User, at her sole discretion, with or without notice to the User and without the User being able to derive any rights therefrom. 
5.6 With regard to the order, sale and purchase of Products via the Portal and delivery of Products, the general terms and conditions, business to business, of AODACi shall be applicable. 

6.Availability, modifications and maintenance of the Portal 

6.1 AODACi shall be allowed to store and save content or data of the User. AODACi shall, however, not be required to store, save or provide content or data of the User.
6.2 AODACi determines the content of the Portal and reserves the right to interim modify the Portal at her sole discretion. 

7.Intellectual property rights 

The intellectual property rights created or embodied in or arising out of or in connection with the Agreement remain the sole property of AODACi. The User shall not dispute the ownership of such rights. All information contained in or arising out of the intellectual property rights is propriety to AODACi and shall not be made available to third parties unless previously and specifically agreed to in writing by AODACi.    

8.Limitation of liability 

8.1 The Portal shall be provided to the User on an as-is and as-available basis.
8.2 AODACi disclaims all warranties and representations in respect of the Portal, explicit or implicit, including, but not limited to warranties and representations in respect of the completeness, accuracy, timeliness of the content and data of the Portal. 
8.3 AODACi does not warrant that the Portal shall function properly without restrictions or interruptions.
8.4 AODACi does not warrant the integrity of the communication via the Portal, nor that it is free of errors, viruses, interception or interference.
8.5 Within the Portal there may be links to extern webpages, systems or features. AODACi shall not be liable for the use or content of webpages, systems or features referred to within the Portal.
8.6 Nothing in these Terms of use shall exclude or restrict a. any liability finally judicially determined to arise primarily from the wilful misconduct or comparable instance of gross negligence of AODACi; or b. any other liabilities which cannot lawfully be limited or excluded, save to the extent permitted by law.    
8.7 Without prejudice to Article 8.3, the User agrees that the total liability of AODACi due to an attributable failure with regard to the Portal or due to any other reason, shall be limited to € 500, -.
8.8 In no event shall AODACi be liable for any consequential or indirect loss or damage, including but not limited to loss of profits, lost savings or loss due to business interruption. 

9.Duration and termination of the Agreement 

9.1 An Agreement is entered into for an indefinite period.
9.2 AODACi may terminate the Agreement at any time, without giving any reason, with immediate effect and without the User being able to derive any rights therefrom. The User may terminate the Agreement at any time with a notice period of one (1) month.
9.3 The Agreement shall terminate immediately by operation of law, without the User being able to derive any rights therefrom, in the event the User: a. is granted a suspension of payments; b. has filed a request for its own bankruptcy; or c. has been declared bankrupt.
9.4 All exclusions and limitations of liability and any indemnities set out in these Terms of use shall survive expiry of termination of the Agreement. 

10.Force majeure 

Neither Party shall be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control. 

11.Transfer of rights and obligations 

11.1 The User shall not be entitled to sell and/or transfer the rights and/or obligations arising from the Agreement to a third party, unless otherwise agreed upon in writing.
11.2 AODACi shall be entitled to transfer her rights under the Agreement to a third party. To the extent necessary the User shall immediately cooperate and take such actions and execute such documents as necessary or desirable to affect such transfer of rights.  

12.Applicable law and competent court 

12.1 The mutual legal position of the Parties is governed by Portuguese law.
12.2 All differences between Parties that may arise due to or in connection with the Agreement, shall primarily by exclusion be resolved by the District Court of Coimbra, Portugal, such without prejudice to the right of AODACi to address any other competent court. 