General terms and conditions

Article 1. Definitions
For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:

“Nutrivice Consultancy B.V.”: the user of these General Terms and Conditions and the service provider under the Agreement.
“Client”: the party entering into an Agreement with Nutrivice Consultancy B.V.

Article 2. Applicability

These General Terms and Conditions apply to every offer made by, and every Agreement entered into with, Nutrivice Consultancy B.V., insofar as Nutrivice Consultancy B.V. has declared these conditions applicable and the parties have not expressly agreed otherwise in writing.
These Terms and Conditions also apply to any Agreement with Nutrivice Consultancy B.V. for which third parties must be engaged for performance.

Article 3. Offers and Quotations

All offers and quotations issued by Nutrivice Consultancy B.V. are non-binding and remain valid for 30 days unless stated otherwise. Nutrivice Consultancy B.V. shall be bound by an offer only if the Client accepts it in writing within 30 days.
All prices stated in offers and quotations are exclusive of VAT unless expressly stated otherwise.

Article 4. Performance of the Agreement

Nutrivice Consultancy B.V. shall perform the Agreement to the best of its knowledge and ability and in accordance with professional standards, based on the scientific knowledge available at the time of performance.
The Client shall provide Nutrivice Consultancy B.V. in a timely manner with all information and data that Nutrivice Consultancy B.V. indicates are necessary for proper performance of the Agreement.
Nutrivice Consultancy B.V. shall be entitled to subcontract or otherwise engage third parties where this is required for proper execution of the Agreement.
Any calculations included in advice are to be regarded solely as supporting material. No rights may be derived from such calculations, nor shall they constitute any guarantee of return or performance. Nutrivice Consultancy B.V. undertakes a best-efforts obligation only and does not guarantee any specific result, financial or otherwise

Article 5. Duration of the Agreement

The Agreement is entered into for an indefinite period, unless the parties expressly agree otherwise in writing.
Any deadlines agreed for the completion of specific activities shall never constitute strict or fatal deadlines. In the event of a delay, the Client must issue a written notice of default to Nutrivice Consultancy B.V.

Article 6. Amendments to the Agreement

If during execution it appears that amendments or additions to the agreed activities are necessary for proper performance, the parties shall amend the Agreement in mutual consultation and in a timely manner.
If such amendments or additions have financial and/or qualitative implications, Nutrivice Consultancy B.V. shall inform the Client in advance.
If the amendment or addition results from circumstances attributable to Nutrivice Consultancy B.V., no additional costs shall be charged.

Article 7. Confidentiality

All parties shall maintain strict confidentiality with respect to all confidential information obtained from the other party or from any other source in connection with the Agreement. Information shall in any event be deemed confidential if it has been designated as such or if its nature implies confidentiality.

Article 8. Intellectual Property

All intellectual property rights arising from or relating to the services performed under the Agreement shall remain the exclusive property of Nutrivice Consultancy B.V.
Nutrivice Consultancy B.V. shall be entitled to use knowledge acquired in the course of performing the Agreement for other purposes, provided that no confidential information is disclosed to third parties.
All documents and materials provided by Nutrivice Consultancy B.V. are intended solely for the Client and may not be reproduced, distributed, or made available to third parties without prior written consent.

Article 9. Termination

Either party may terminate the Agreement in writing at any time, subject to a notice period of at least 30 days or the notice period specified in the Agreement.

Article 10. Dissolution

Claims of Nutrivice Consultancy B.V. against the Client shall become immediately due and payable if:
- after conclusion of the Agreement, circumstances come to the attention of Nutrivice Consultancy B.V. giving reasonable grounds to doubt that the Client will fulfil its obligations; .
- or any security requested under the Agreement is not provided or is insufficient.

Article 11. Defects and Complaints

Complaints regarding the services performed must be submitted in writing within 8 days after completion of the relevant services.
If a complaint is well-founded, Nutrivice Consultancy B.V. shall perform the services as agreed unless such performance has demonstrably become pointless for the Client.
If performance is no longer possible or meaningful, Nutrivice Consultancy B.V. shall be liable only within the limits set out in Article 15.

Article 12. Fees and Payment for Services

The parties may agree on a fixed fee, which shall be exclusive of VAT.
The parties may alternatively agree on an hourly fee based on actual time spent. Fees shall be calculated in accordance with the hourly rates applicable at the time the services are performed, exclusive of VAT.
Any cost estimates are exclusive of VAT.
For assignments lasting more than 30 days, fees shall be invoiced periodically, according to an interval determined by the nature of the assignment.
Even where a fixed fee has been agreed, Nutrivice Consultancy B.V. shall be entitled to increase such fee if significant changes occur in cost-determining factors such as wages, taxes, or VAT.

Article 13. Payment

Payment shall be made in accordance with the payment terms set out in the Agreement. If no terms are specified, payment shall be due within 14 days of the invoice date.
If the Client fails to pay within the applicable period, the Client shall be in default by operation of law and shall owe interest of 1% per month from the date of default.
In the event of liquidation, bankruptcy, or suspension of payment of the Client, all obligations of the Client toward Nutrivice Consultancy B.V. shall become immediately due and payable.
Payments made by the Client shall always be applied first to interest and costs and then to the oldest outstanding invoice, notwithstanding any indication by the Client to the contrary.

Article 14. Collection Costs

If the Client fails to comply with its obligations, all reasonable extrajudicial collection costs shall be borne by the Client.

Article 15. Liability

Nutrivice Consultancy B.V.’s liability shall be limited as provided in this Article.
Nutrivice Consultancy B.V. shall not be liable for any damage arising from the Client’s failure to comply with the obligations described in Article 4 or from incorrect or incomplete information provided by the Client.
Liability shall in all cases be limited to the invoice value of the Agreement, or that part to which the liability relates.
Liability shall in all cases be limited to the amount paid out under the relevant insurance policy.
Nutrivice Consultancy B.V. shall be liable only for direct damage.
Nutrivice Consultancy B.V. shall never be liable for indirect or consequential damage, including loss of profits, missed savings, or business interruption.

Article 16. Cancellation Policy

The Client may cancel an assignment in writing.
Cancellation up to 6 weeks prior to commencement shall be free of charge.
In the event of cancellation between 6 and 2 weeks prior to commencement, 50% of the quoted fee shall be payable.
Cancellation less than 2 weeks prior to commencement shall result in 100% of the quoted fee becoming payable.

Article 17. Force Majeure

During a situation of force majeure, the obligations of Nutrivice Consultancy B.V. shall be suspended.
Upon cessation of the force majeure event, Nutrivice Consultancy B.V. shall make every effort to resume performance of the Agreement.
If the force majeure situation lasts longer than 2 months, either party may dissolve the Agreement without any obligation to compensate damages.
If Nutrivice Consultancy B.V. has partially performed its obligations prior to the occurrence of force majeure, it shall be entitled to invoice the performed part separately.

Article 18. Authenticity
In the event of a translation into any language other than Dutch, the Dutch version of these General Terms and Conditions shall prevail.

Article 19. Governing Law
All Agreements concluded with Nutrivice Consultancy B.V. shall be governed exclusively by Dutch law.

Article 20. Amendments and Version
The version of these General Terms and Conditions applicable shall be the version in effect at the time the relevant assignment was concluded.