TERMS AND CONDITIONS

Introduction

1.      The Program

These Terms and Conditions concern the initiative Disrupt Retail and are meant to regulate the initial relationship between Applicants and Retailers (“Terms and Conditions”). This Disrupt Retail initiative is co-organized by

·        EDEKA Digital GmbH incorporated under the laws of Germany, having its registered office at New-York-Ring 6, 22297 Hamburg, Germany, registration Amtsgericht Hamburg HRB 113314. 

·        MC SHARED SERVICES, S.A. a company incorporated under the laws of Portugal, having its registered office at Lugar do Espido, Via Norte, Maia, Portugal, with tax code and registration number 509211690;

·        Shufersal Ltd. incorporated under the laws of the country Israel, having its registered office at the address 30 Benjamin Shmotkin St., registration number 520022732.

·        Żabka Polska Sp. z o.o. with its registered seat in Poznań, address: 61-586 Poznań, 8 Stanisława Matyi Street, entered into the register of entrepreneurs of the National Court Register held by the District Court Poznań Nowe Miasto i Wilda in Poznań 8th Commercial Division of the National Court Register under the KRS no. 0000636642.

(each and all referred to as the “Retailers”).

Disrupt Retail (“Program”) is a call for technologies that aim at enabling collaborations between the Retailers and solution providers (“Applicants”) with innovative technological solutions for the retail industry.

The goal is for each of the Retailers to find a match between their internal opportunities for experimentation and the Applicants’ value proposition to plan and execute proofs-of-concept and/or pilot tests.

The Program will have an online presence at www.disruptretail.tech (“Website”) which will be built on top of the platform provided by

·        SKIPSO LTD incorporated and registered in England with company number 06515896 whose registered office is at C/O The Accountancy Partnership, Twelve Quays House, Egerton Wharf, Birkenhead, CH41 1LD (United Kingdom) (“Skipso”)

2.      Scope and Applications

To enter the Program, the Applicants must submit the Application Form (“Application”) on the dedicated Website. The Application does not require any payment, and Applicants won’t be asked for any compensation of any kind.

The Applicants must be organizations with solutions with a level of maturity that allows for the execution of proofs-of-concept and/or pilot tests. Applications representing solutions at an idea stage won’t be eligible for selection.

The solutions should address the “Focus Areas” mentioned on the Website that describe the areas/domains in which the Retailers are seeking applications.

3.      Program phases

3.1   Call for Applications: Period in which Applicants may fill out the Application to be considered for the remaining phases of the Program.

3.2   Evaluation: Period in which each of the Retailers will assess Applications, prioritize, and select from the list of Applicants the ones that will be part of the shortlist. Shortlists are individual to each retailer. The results of the evaluation shall be communicated to all Applicants until the end of this phase. All Applicants will receive communication regardless being shortlisted or not.

3.3   Shortlist Evaluation: Period in which the Retailers will initiate individual conversations with each Applicant in the shortlist to validate all assumptions of the Application and decide if they want to proceed with the collaboration.

3.4   PoC Execution: If the Retailer and the Applicant agree to move forward in the collaboration, the PoC or pilot will be executed. The planning, negotiation, and implementation of the project will be discussed only between the respective organizations. During this process, Participants may be required to enter into specific agreements, namely a Non-Disclosure Agreement.

The dates of each phase will be publicly available on the Website in the section “Timeline”.

4.      Applicants’ representations and warranties

4.1   Each Applicant represents and warrants that the Application and each and every content submitted by the Applicant within this Program:

4.1.1        Does not violate third parties’ rights, including, but not limited to, intellectual property rights (economic and moral rights), privacy rights, personality rights, or any other rights protected according to the applicable Law;

4.1.2        When contains any third party’ intellectual property rights, the Applicant has previously obtained all necessary authorizations and licenses from the relevant holder;

4.1.3        does not contain any defamatory content, representation, outrageous consideration or any other content that could harm the name, honour, or reputation of the Retailers or any other natural or legal person;

4.1.4        does not contain any obscenity or sexual content, or content of a discriminatory nature in any way (including specific discrimination based on race, sex, sexual orientation, religion and/or political ideology of individuals or groups of individuals) or any content that promotes violence or injury to any living entity or any other offensive, obscene or inappropriate content, including hate speech;

4.1.5        does not contain any threat or content of an intimidating nature or encouragement to engage in unlawful conduct;

4.1.6        Is accurate, correct and trustworthy.

5.      Limitation of Liability

5.1   The Retailers will in no way be responsible towards the Applicants for: a) any technical malfunctions, including from hardware or software; b) interruptions of network connections; c) Applications which are incorrect, inaccurate, incomplete, unreadable, damaged, lost, delayed, not properly addressed or intercepted; d) or other technical problems related to the recording and uploading of content under this Program. Applicants will therefore not be able to make any claim for compensation in any way related to the aforementioned events or other events that are not controlled by the Retailers. In any case, Retailers liability shall be limited to direct damages that have been directly attributable to a specific conduct or omission of the corresponding Retailer.

5.2  The Retailers are also exempted from any liability regarding, and will not be in any way responsible for, any damage that may be caused, directly or indirectly, by the Applicants or by any Applicants’ "external assistants" in carrying out the different phases of the Program.

6.      Intellectual Property

6.1   Application’s intellectual property rights is not transmitted to Retailer. Each Applicant shall assume full responsibility for the protection of the inventive and/or original aspects of their works, included in Applications, and shall employ the most appropriate means to ensure that those traits will not be lost.

6.2   Without prejudice to the above, with the presentation of the Application, the Applicants authorize the Retailers to:

6.2.1        Share the Application and its contents, on a need-to-know basis, with the relevant employees, trainees and subcontractors within the Retailers organizations as well as with other companies inside the Retailers groups of companies that might have interest in collaborating.

7.      Processing of personal data

7.1   Personal data provided by Participants for the purpose of participation in the Program will be processed in compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, also referred to as “GDPR”) and in accordance with the privacy policy of the Program, which is an integral part of this Terms and Conditions.

7.2   Without prejudice to the article above, by submitting an Application, Applicant authorizes MC Shared Services S.A. to share its personal data with the other Retailers and with Skipso Lda (identified in section 1).

8.      Miscelaneous

8.1   MC Shared Services S.A., as the managing retailer of the Program, reserves the right to modify, suspend, or cancel, in whole or in part, and at any time, the Program, as well as any content or appearance. Additionally, MC Shared Services S.A. shall have the right to introduce modifications to these Terms and Conditions. In such cases, MC Shared Services S.A. shall notify Applicants of such modifications.

8.2   Retailers reserve the right not to select Applicants to the shortlist and Retailer’s decision do not admit appeals.

8.3   The conditions (cost, scope, timeline) for the eventual collaborations between the Retailers and the Applicants shall be decided between the specific Retailer and the Applicant. The same applies to any agreement or partnership that may result from such collaboration. For the avoidance of any doubt, these Terms and Conditions shall not prevail over other contracts or other documentation that shall enter in force in a collaboration between a Retailer and Applicant.

8.4   Any dispute, controversy or claim arising out of or relating to this Terms and Conditions, or the breach hereof, shall be referred to senior management of the parties involved in the dispute for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties involved in the dispute, then each shall have all remedies available to them according to the applicable Law.

8.5   These Terms and Conditions shall be governed by, and construed and enforced in accordance with the Portuguese laws without giving effect to the principles of conflicts of law.