Effective from 21.12.2023    Fudy is a food ordering platform that connects local restaurants with customers. These general terms and conditions apply to the legal relations established upon the use and mediation of the platform by the restaurant operator.    1.DEFINITIONS AND INTRODUCTION    1.1. In the General Terms and Conditions, the following definitions shall apply:  Fudy: Fudy OÜ, registry code 16182871, address Harju county, Saku rural municipality, Tänassilma village, Põikmäe tn 2, 76406.     Customer: a person who has submitted an Order through the Platform by signing a sales agreement with a Partner for fulfilling the order    Confidential Information: information of a confidential nature that becomes available to the Partner upon registration on the Platform as a Partner, upon signing and performing a Sales Agreement via the Platform, including, but not limited to, these General Terms and Conditions, statistics and other analytical material on the Partner’s activity prepared by Fudy, data of Customers, information regarding pricing policy, payment terms, marketing plan, product development techniques and plans, production method, technical processes, designs and design solutions, intellectual property, inventions and market research, user manuals and other commercial matter    Agreed Percentage: a percentage rate agreed between a Partner and Fudy in special terms and conditions, which is the basis for calculating the Platform Fee    General terms and Conditions for the Customer: an agreement signed between a Customer and Fudy, which regulates the use of the Platform by the Customer    Opening hours: the days and times of the week specified by a Partner on the Platform, when the Partner accepts Orders via the Platform and manufactures products    Agreement: special terms and conditions negotiated and agreed separately between the Parties, these General Terms and Conditions and its Annexes regulating the relationship between Fudy and the Partner in the use of the Platform and upon signing and performance of the Sales Agreement via the Platform    Point of Sale: a Partner's place of business where the Customer wants to order products    Sales Agreement: a sales agreement signed between the Customer and the Partner, which defines the products purchased by the Customer    Partner: a person that has concluded an agreement with Fudy for use of the Platform and that offers its products for sale on the Platform under the agreement for use of the Platform    Platform: the mobile application for ordering food developed and managed by Fudy as an information society service for Customers and Partners    Platform Fee: a fee paid by the Partner to Fudy for enabling to use the Platform and for each Order fulfilled via the Platform    Order Price: the price that the Customer is obliged to pay for the products specified in the Order and for delivery of the Order    Product Price: the selling price of the products (including VAT) that the Customer must pay to the Partner for the products specified in the Order    General Terms and Conditions: these General Terms and Conditions of Fudy food platform, which apply to the Partner when signing and performing a Sales Agreement via the Platform    Special Terms and Conditions: the terms and conditions negotiated and agreed separately between the Parties regarding the use of the Platform and the agreement signed via the Platform    Order: an order of products and services submitted by the Customer to the Partner The Customer can submit two types of Orders on the Platform: a standard order, a group order    Standard Order: order of products submitted by the Customer to one specific Partner    Group Order: a joint product order submitted to the Partner by the Customer and other registered users added to the order by the Customer    Personal Data Processing Agreement: an agreement that is an integral part of the General Terms and Conditions, which stipulates the rights and obligations of the Partner and Fudy when processing personal data of Customers (attached as Appendix 1)    1.2. The Platform enables the Partner to market its products via the Platform and thereby expand the sales of its products. The Partner can accept Customers’ Orders via the Platform.    1.3. Fudy is an information society service provider who facilitates the signing of a Sales Agreement with the Customer by offering the Partner the Platform for use. Fudy is not a party to the Sales Agreement, the Sales Agreement is concluded between the Customer and the Partner.    1.4. The Partner is an independent and autonomous company that is not under Fudy's control. The Partner organizes and manages the activities necessary for the performance of the Sales Agreement. The Partner shall perform the Sales Agreement in a manner, time and place that is most suitable at the Partner's discretion, while taking into account the requirements and restrictions set out in these General Terms and Conditions. The Partner is liable for proper performance of all contractual and legal obligations related to their activities, including, but not limited to, the performance of the obligations to pay taxes and social security contributions, as well as bearing the costs and risks related to commercial activity. The Partner is liable for payment of all fees and associated taxes to its representatives, employees and other service providers who perform the obligations arising from the Sales Agreement on behalf of the Partner.    1.5. Fudy mediates the signing of the Sales Agreement between the Customer and the Partner via the Platform. In this regard, Fudy collects payments made from the Customer to the Partners for the products sold by the Partners via the Platform. Fudy forwards payments collected from the Customers to the Partners in accordance with the procedure stipulated in these General Terms and Conditions.    1.6. Fudy provides the Platform and provides services via the Platform to many different Partners, Fudy's relationships with any Partner are not exclusive, and Fudy reserves the exclusive right to decide which Partners it wants to establish legal relationships with. Fudy displays Partners for Customers on the Platform in a sequence based on opening hours and product delivery time. In specific cases, the sequence may also be based on the preferences indicated by the Customer.    2.PARTNER ACCOUNT    2.1 The Partner can only use the Platform through a partner account created for them. In order to use the Platform and obtain a partner account, the Partner will submit a registration application to Fudy and agree to these General Terms and Conditions. Fudy reviews the Partner's registration application and accepts or rejects the registration application. Before accepting the registration application, Fudy has the right to check the Partner's background from public databases (e.g. credit information register, blacklist of the Consumer Protection and Technical Regulatory Authority, etc.). Fudy has the right to refuse to accept the registration application, and is not obliged to provide the Partner with the justification of its decision.    2.2. By submitting an application for registration and agreeing to the General Terms and Conditions, the Partner confirms that:  2.2.1. they have carefully read the General Terms and Conditions and the other documents referred to therein and agrees to comply with them both when using the Platform and signing and performing a Sales Agreement with the Customer via the Platform;  2.2.2. they are a person with active legal capacity who has the right to carry out transactions enabled on the Platform;  2.2.3. they have carefully read the General Terms and Conditions for the Customer and agrees to comply with them to the extent that they regulate the signing and performance of the Sales Agreement;  2.2.4. they understand that they have the right to use the Platform only for the purposes set out herein. The Partner is prohibited from using the Platform for fraudulent or other illegal transactions.    2.3. Fudy creates for the Partner a separate partner account for each Point of Sale. The Partner undertakes to immediately notify Fudy if they have a reason to believe that their account details have been compromised or that their account has been accessed by unauthorized persons. The Partner is fully liable for the use of the Platform and anything taking place on their user account.    2.4. The partner will provide Fudy with information about their Point of Sale, including menu, photos of products, delivery service selection to the Customer. In addition, the Partner undertakes to provide Fudy with accurate and truthful food specifications, which is mandatory under applicable law. For example, the Partner undertakes to clearly state which products are suitable for vegetarians or vegans and which products are gluten- or nut-free.    2.5. If the Partner wants to use photos to illustrate the products, the Partner shall forward to Fudy the photos, which should be of high quality and resolution. Fudy has the right to refuse to add photos to the Platform if they do not meet the requirements set out herein. If the Partner refuses to accept the photos, the Parties may agree that the photographing of the products will be organized by Fudy. If the photographing of the products is organized by Fudy, the Partner has the right to use the photos of the products only on the Fudy Platform. The Partner understands and agrees that they have no right to use photographs of the products for any purpose other than on the Fudy Platform for the marketing of its products, unless the Parties have agreed otherwise.    2.6. The Partner determines the price of the products in the menu of products transmitted to Fudy.    3.RECEIVING AND FULFILLING ORDERS    3.1. To receive orders on the Platform, you need a smart device that is connected to the Internet network. Fudy offers the Partner the opportunity to rent or purchase the devices necessary for using the Platform from Fudy. If the Parties have agreed on the Special Terms and Conditions for the rental or purchase of devices, the terms and conditions for rental of Fudy devices (Annex 2 to the General Terms and Conditions) or the terms of sale of Fudy devices (Annex 3 to the General Terms and Conditions) apply to the legal relationship between Fudy and the Partner.    3.2. The Partner uses the Platform, including fulfilling Customers’ Orders in accordance with applicable legislation and the requirements set out in the General Terms and Conditions.    3.3. The Customer can place two types of Orders to the Partner via the Platform: Standard Order, Group Order.    3.4. The Partner ensures that they are ready to accept Customers’ Orders at the Point of Sale during opening hours. If the Partner is unable to or cannot receive Orders during opening hours, they will mark themselves as non-active on the Platform. If the Partner has marked the status as "non-active", the Customers will not be able to place Orders with the Partner.    3.5. The Partner will do its best to ensure the availability of the products presented by them on the Platform. If the Partner is temporarily unable to offer the product, it will mark the product on the Platform as "Sold Out". The Customer cannot select a product that is marked "Sold out" by the Partner.    3.6. When the Customer places an Order with the Partner, the Partner reviews the Order and forwards the Order confirmation to the Customer or rejects the Order. The Partner ensures that the Customer's Order is confirmed or rejected within 5 minutes of receiving the Order notification. If the Partner decides to reject the Order, they must also indicate the reason for rejecting the Order. The Sales Agreement between the Partner and the Customer is deemed to have been signed as of the confirmation of the Order by the Partner.    3.7. If the Partner has not responded to the Customer's Order within the time specified in Section 3.6 of the General Terms and Conditions, Fudy has the right to cancel the Customer's Order unilaterally.    3.8. The time of preparation of the products specified by the Partner is calculated from the confirmation of the Order, unless the Customer has selected the planned order as the type of execution of the Order. The Partner will do its best to ensure that the Order is made within the time period specified on the Platform.    3.9. The Partner undertakes to log the progress of the Order on the Platform by making a corresponding mark on the Platform when the Order is ready or if the Order has been delivered to the Customer.    3.10. The Partner shall ensure that it complies with the requirements of the legislation applicable to the preparation, handling and storage of products. The Partner shall ensure that the products sold by the Partner are fresh and safe for health. The Partner shall ensure that the products prepared or sold by the Partner correspond to the Order and the description of the products    published on the Platform and the images uploaded to the Platform. In the preparation of products, the Partner shall consider the instructions and wishes submitted by the Customer as much as reasonably possible.    3.11. Once the products have been completed, the Partner packs the products by complying with the food safety requirements applicable to the products. The products must be packaged in such a way that the Customer do not have to additionally pack the products. The fee for the packaging of the products is included in the price of the product. The Partner is prohibited from charging the Customer an additional fee for packaging of the product.    3.12. If the Order contains products that require identification of the Customer's age (e.g. alcohol, tobacco, energy drinks), the Partner will verify the Customer's age of majority on the basis of an identity document before handing over the Order to the Customer (applicable when the Customer picks up the Order themselves). The Partner shall refuse to hand over the Order if the Customer does not present a valid identity document.    4.FEEDBACK AND COMPLAINTS    4.1. Fudy allows the Customers to evaluate the Partner's products and food experience when the Order has arrived.    4.2. Based on the ratings provided by the Customers to the Partner, the Platform generates their average rating of the Partner, which is visible to all users of the Platform. Although Fudy is not obliged to do that, Fudy is entitled to correct the rating given regarding the Partner (including to delete the rating) if there is a reason to believe that low rating was given maliciously.    4.3. If the Partner finds that the rating given in their regard by the Customer is incorrect or malicious, the Partner must contact Fudy. Fudy will evaluate the rating given by the Customer only on the basis of a respective request of the Partner in accordance with the explanations provided by the Partner. The Partner understands and agrees that the decision to change or delete the rating depends entirely on Fudy's discretion. Failure to amend or delete the rating is not considered a breach of the Agreement.    4.4. The rating given by the Client to the Partner on the Platform is an unedited evaluation by the Customer for the Partner and its products. Fudy is not liable for, and disclaims any liability for the accuracy, completeness, legality and reliability of the rating given regarding the Partner.    4.5. If the Customer is not satisfied with the ordered products, the Customer can submit a complaint directly to the Partner via email.     The customer undertakes to submit the complaint immediately, but in any event not later than within 7 calendar days from the time of fulfilment of the Order in connection with which the complaint arose.    4.6. Fudy will only act as an independent party which resolves the complaint, and Fudy makes its decision at its sole discretion. With regard to the complaint, Fudy has the right, among other things, to make the following decisions: to refund the Price of the Order paid in part or in full by the Customer and to demand compensation for the refunded amount from the Partner, to temporarily suspend the Partner's access to the Platform, to extraordinarily terminate the Agreement signed with the Partner and to restrict the Partner's access to the Platform.    4.7. Fudy's decision made resulting from processing of the Customer's complaint is binding on the Partner. Refusal to comply with the decision is considered a breach of the Agreement, which grants Fudy the rights stipulated in Section 13 of the General Terms and Conditions.    5.PLATFORM FEE AND THE USAGE FEE OF DEVICES    5.1. The Partner is obliged to pay to Fudy the Platform Fee for each Order fulfilled to the Customer for the mediation of Sales Agreements signed via the Platform. The Platform Fee is an agreed percentage of the gross amount of the price of the products.    5.2. If the Parties have agreed on the use of Fudy's devices by the Partner, the Partner shall pay Fudy the fee for the use of devices agreed upon between the Parties in the Special Terms and Conditions.    5.3. Fudy will issue an invoice to the Partner within 3 calendar days from the end of the accounting period specified in Section 7.5 of the General Terms and Conditions, which will indicate the Platform Fee payable for the accounting period as well as the fee for the use of devices (if applicable).    6.FEE AND SETTLEMENTS    6.1. Fudy will invoice the Customer for the Order made via the Platform, indicating the Price of the Products. By submitting an Order via the Platform, the Customer agrees with the specified fee and undertakes to pay it.    6.2. Upon confirmation of the Order by the Partner, Fudy accepts from the Customer the payment payable to the Partner for the Order, complying with the terms and conditions of payment specified in the agreement signed with the Customer.    6.3. The Customer's payment obligation in connection with the payment of the Price of the Products is deemed to have been fulfilled to the Partner by making the transfer to Fudy.    6.4. Fudy will forward to the Partner the amount of the Price of the Products Paid by the Customers and received by Fudy on behalf of the Partner at the end of each accounting period. Fudy deducts from the amount payable to the Partner:  6.4.1. the Platform Fee and the fee for the use of devices, if applicable, in accordance with Section 6 of the General Terms and Conditions;  6.4.2. other amounts that are deducted under the Agreement of the Parties, including, but not limited to, the amounts paid by Fudy to the Customers for Orders incorrectly executed or outstanding by the Partner.    6.5. The accounting period is 2 calendar weeks.    6.6. The Parties have agreed that the fees payable under the Agreement are to be settled to the maximum extent by offsetting. Payments with regard to claims that cannot be offset between the Parties are to be made by bank transfer to the current accounts indicated by the Parties.    6.7. The Partner undertakes to pay all payments by the due date indicated on the invoice. In case of delayed payment, Fudy has the right to demand from the Partner a fine for delay in the amount of 0.1% of the amount owed for each day of delay until the full payment of the debt. In addition, Fudy has the right to demand reimbursement from the Partner for all costs incurred by Fudy in connection with the recovery of the debt.    7.SUPPORT SERVICES    7.1. The Partner can contact Fudy’s customer support to eliminate any problems or errors that may have occurred while using the Platform. The Partner can contact Fudy Support Service by calling +372 6406453 and via chat on the Platform.    7.2. The support service is available from Monday to Sunday from 08:00 to 24:00.    8.INTELLECTUAL PROPERTY RIGHTS RELATED TO THE PLATFORM    8.1. The Platform, including software, databases, documents and information used on the Platform, data and statistics used to provide the information society specified in the General Terms and Conditions, intellectual property rights belong to Fudy.    8.2. By signing the Agreement, Fudy grants the Partner a non-transferrable and non-exclusive right (non-exclusive license) to use the Platform to offer products to the Customer, accept orders for products and enter into Sales Agreements under these General Terms and Conditions. The right to use the Platform does not entitle the Partner to copy, modify, adapt, reverse engineer, decompile or use the Platform for any purpose other than those expressly stipulated in these General Terms and Conditions.    8.3. The Partner acknowledges and agrees that Fudy is entitled to change the appearance or functionalities of the Platform at any time without a further agreement, and to make any other modifications, improvements or upgrades to further develop and/or improve the Platform.    8.4. The Partner is solely responsible for purchasing and configuring the hardware, software and services required to use the Platform. To clarify, Fudy does not undertake to provide the Partner with the smart devices or internet connection necessary for the use of the Platform.    8.5. If Fudy has photographed the Partner's products, Fudy grants the Partner a non-transferrable and non-exclusive right (non-exclusive license) to use the images of the products to market the products on the Platform. The Partner is prohibited from using the photos for any purpose other than to market its products on the Fudy Platform. The Partner is, among other things, but not limited to, prohibited from using photos on other platforms offering food ordering and delivery services. By separate agreement between the Parties and for the additional fee paid by the Partner, the Partner is also allowed to use the images for other purposes freely chosen by the Partner (including on any other platforms).    8.6. The Partner may not:  8.6.1. use the Platform for fraudulent or any other illegal purposes;  8.6.2. incite others to conduct or participate in any illegal activity;  8.6.3. violate any national law or requirements;  8.6.4. harass, abuse, insult, harm, defame, disgrace, disparage, threaten or discriminate anybody based on sex, sexual orientation, religion, ethnicity, race, age, national origin or disability;  8.6.5. provide misleading or incorrect information;  8.6.6. upload or transmit viruses or any other type of malware that is or may be used in a manner that affects the functionality or operation of the Platform;  8.6.7. use the Platform for immoral purposes.    9.PARTNER’S INTELLECTUAL PROPERTY RIGHTS    9.1. Fudy enables the Partner to publish on the Platform the content or information created by the Partner or at its request, including business name,    trademark, photos of products (i.e. Partner Content) to market their products. By posting the Partner's Content, the Partner confirms that they own all intellectual property rights related to the Partner's Content or that the actual owner of the rights has granted them the right to use the Partner's Content as specified in the General Terms and Conditions.    9.2. By signing the Agreement, the Partner grants Fudy the right to freely use, permit and prohibit the use of the Partner's Content on the Platform, reproduce, distribute, translate, adapt, add works to collections or databases and transmit it to the public. The Partner understands and agrees that, under this section, Fudy has the right, among other things, to use the Partner's business name, logo and photos in its marketing campaigns.    9.3. The Partner Content License granted to Fudy is valid for the duration of this Agreement.    10.PROCESSING OF PERSONAL DATA OF CUSTOMERS    10.1. The Partner processes the Customers and, personal data, in accordance with the Personal Data Processing Agreement for the performance of the Order and the Sales Contract.    11.LIABILITY    11.1. CONTENT OR FUNCTIONS MADE AVAILABLE IN CONNECTION WITH OR THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. FUDY DISCLAIMS ALL WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FUDY DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM SHALL BE AVAILABLE ALWAYS OR AT ANY SPECIFIC TIME, SHALL PERFORM AT ANY SPECIFIC TIME WITHOUT INTERRUPTION, SHALL BE SECURE OR FREE OF ERRORS, SHALL CORRESPOND TO ANY NEEDS OF THE PARTNER, OR SHALL BE FREE FROM VIRUSES, DISRUPTIONS, OR SHALL BE PROTECTED FROM HACKING OR OTHER BREACHES WHICH CAN REDUCE SECURITY.    11.2. FUDY IS NOT A PARTY TO THE SALES AGREEMENT SIGNED VIA THE PLATFORM, THEREFORE FUDY CANNOT BE HELD LIABLE FOR THE PERFORMANCE OF THE SALES AGREEMENT AND THE REQUIREMENTS APPLICABLE TO THE SALES AGREEMENT. THE PARTNER IS SOLELY LIABLE FOR THE FULFILLMENT OF THE OBLIGATIONS ARISING FROM THE SALES AGREEMENT AND THE APPLICABLE LAW TO THE SELLER, INCLUDING ANY ACTIONS OR OMISSIONS OF THE PARTNER IN THE PERFORMANCE OF THE SALES AGREEMENT.    11.3. The Partner undertakes to indemnify Fudy for all costs, damages, claims and expenses (including legal costs) arising directly or indirectly from the use of the Platform, the signing or performance of a Sales Agreement by the Partner via the Platform, or a breach of the General Terms and Conditions. If the Customer files a claim or action against Fudy for breach of the Sales Agreement, the Partner shall keep Fury safe from any liability related to the respective claim.    11.4. The Partner is responsible for the loss, theft or any damage to the devices rented from Fudy.    12.TERM, SUSPENSION AND TERMINATION OF THE RIGHT OF USE    12.1. The Agreement signed between the Partner and Fudy remains in force indefinitely.    12.2. Fudy has the right to temporarily suspend the Partner’s right to use the Platform in part or in full if the Partner violates any obligations set out in the Agreement.    12.3. Both the Partner and Fudy have the right to cancel the Agreement without cause by notifying the other Party thereof at least 30 days in advance.    12.4. Both the Partner and Fudy have the right to terminate the Agreement without complying with the notice period if either Party repeatedly violates the obligation arising from the Agreement or in the event of a significant breach of the Agreement. Fudy, among other things, but not exclusively, has the right to terminate the Agreement without notice and restrict the Partner's access to the Platform if:    12.4.1. the Partner has provided Fudy with incorrect, misleading or inaccurate information during performance of the Order;    12.4.2. the Partner has used the Platform in breach of these General Terms and Conditions, in particular the rights to use the Platform stipulated in Section 7 of the General Terms and Conditions;    12.4.3. The provision of information society services in the manner described in the Agreement is prohibited under applicable law.    12.5. Termination of the Agreement on any basis does not affect the rights of the Parties, including the rights of claim of the Parties that were created prior to termination of the Agreement. Termination of the Agreement does not affect the obligations stipulated in the General Terms and Conditions which shall remain in force after termination of the Agreement in accordance with the General Terms and Conditions.    12.6. Upon termination of the Agreement, agreements between the Parties on the basis of which Fudy has provided the Partner with the devices necessary for the use of the Platform (including tablet, receipt printer, etc.) will also expire. By the last day of the Agreement, the Partner is obliged to return all the devices Fudy has rented to the Partner for the use of the Platform and any other property transferred by Fudy into the use of the Partner. If the Parties have agreed to sell the device(s) by instalments, then with the expiry of the Agreement, the balance of the selling price together with the accrued interest will also become fully collectible.    13.CONFIDENTIALITY    13.1. The Partner undertakes to keep Confidential Information strictly confidential and to use it only on the Platform for signing and performing the Sales Agreement. Without Fudy's prior written consent the Partner may not:  13.1.1. publish, distribute, communicate or otherwise make available to third parties any Confidential Information in any way, directly or indirectly;  13.1.2. use the Confidential Information communicated or disclosed to the Partner for any purpose other than provision of the delivery service on the Platform, including use of the Confidential Information to the detriment of Fudy's activities;  13.1.3. reproduce or have reproduced the Confidential Information communicated or made available to the Partner, except where such reproduction is reasonably necessary. Reproductions of the Confidential Information are the property of Fudy, and Fudy remains the owner of the Confidential Information.    13.2. The confidentiality obligation does not extend to cases where disclosure of such information to third parties is required by law. The obligation to have consent stipulated in Section 14.1 of the General Terms and Conditions does not apply if the Partner discloses the Confidential Information to a lawyer, auditor, accountant, consultant, subcontractor, provided that the Confidential Information is necessary for performance of the duties established by the Agreement and is subject to the same confidentiality obligation that is stipulated in the General Terms and Conditions.    13.3. The confidentiality obligation stipulated in this Section applies during the effective period of this Agreement and for 5 years after its termination.    14.MISCELLANEOUS PROVISIONS    14.1. The Partner understands and agrees that Fudy has the right to change the General Terms and Conditions at any time, including without the prior consent of the Partner. In case of amendment of the General Terms and Conditions, we will notify the Partner of the amendment of the General Terms and Conditions and the content of new terms and conditions at least 14 days before the new terms and conditions enter into force. If the Partner does not agree with the new terms and conditions, the Partner has the right to cancel the Agreement within 14 days of receiving the notice. In such case, the Agreement is deemed terminated within 10 days as of receipt of the notice of termination. The Partner is deemed to have agreed to the new terms and conditions if the Partner does not cancel the Agreement within the aforementioned period.    14.2. The law of the Republic of Estonia shall apply to this Agreement and the Sales Agreement. If the imperative provisions of the country where the Sales Agreement is performed are in conflict with the imperative provisions provided for in the legislation of the Republic of Estonia, the imperative provisions of the country where the Sales Agreement is performed shall apply.    14.3. Disputes arising from the use of the Platform are to be resolved by way of negotiations. If no agreement is reached, the dispute will be resolved by the Harju County Court.    14.4. The Partner may not transfer the rights and obligations arising from these General Terms and Conditions to third parties without a prior written consent of Fudy.    14.5. In the event of any inconsistency between the Special Terms and Conditions, the General Terms and Conditions and annexes thereto, and the documents referred to therein, the Parties shall be governed first and foremost by the Special Terms and Conditions, secondly by the General Terms and Conditions, thirdly by the annexes and lastly by other documents. The above principle does not apply to the Personal Data Processing Agreement.