Terms and conditions for the provision of services

General terms and conditions of Hyperion Pharma Consultancy, established in Vught, registered with the Chamber of Commerce for Brabant under number 51583755.

Article 1. Definitions
In these general terms and conditions, the following definitions apply: Contractor: Hyperion Pharma Consultancy, which uses these general terms and conditions to offer active support for implementations of innovations and quality projects in the food industry and other applicable services.
Client: the person, company or agency that provides the assignment for the work.
Services: all products and services supplied by the contractor to the client, including advice, everything in the broadest sense of the word, as well as all other work done on behalf of the client of whatever nature, performed within the framework of an assignment, including activities which have not been performed at the express request of the client.
Assignment: contract of assignment whereby the contractor undertakes to perform work towards the client.
Quotation: any oral or written offer from Hyperion Pharma Consultancy to enter into an assignment with her.
Materials: all reports, advice, results, recipes, methods, diagrams, concepts (product, process, packaging, nutrition), presentations, and other material objects developed by Hyperion Pharma Consultancy within the framework of the assignment.

Article 2. Applicability of these conditions

1. These general terms and conditions apply to all offers and agreements, in which the contractor offers or delivers services, and to all services. Deviations from these conditions are only valid if expressly agreed in writing.
2. Not only the contractor, but also all persons or companies involved in the execution of any assignment for the client, can appeal to these general terms and conditions.
3. These general terms and conditions also apply to additional assignments and subsequent assignments of the client.
4. Any purchase conditions or other general terms and conditions of the client are explicitly rejected by the contractor, unless these have been expressly accepted by the contractor in writing.

Article 3. Formation of the Assignment

1. The offers made by the contractor are non-binding; they are valid for 30 days, unless stated otherwise. The Contractor is only bound by the offers if the acceptance thereof is confirmed in writing by the Other Party within 30 days. If the quotation is not confirmed in any way by the client and the contractor still executes the assignment with the consent of the client, then the content of the quotation will be agreed between the parties.
2. The prices in the quotations are in Euros excluding VAT, unless stated otherwise.
3. Offers are based on the information provided to the contractor by the client up to the quotation date. The Client warrants that all information essential to the design and execution of the assignment has been provided to the Contractor. The Contractor is not responsible or liable for the correctness and completeness of the information provided by the Client and the use thereof.
4. The Contractor has the right to engage third parties in the performance of the assignment.

Article 4. Execution of the agreement

1. Agreements concluded with the contractor lead the contractor to an obligation of best effort, not an obligation to achieve results, whereby the contractor is obliged to fulfill its obligations in such a way as can be demanded by standards of due care and craftsmanship according to the standards of the moment of fulfillment of the contractor.
2. If and in so far required for the proper execution of the agreement, the contractor has the right to have certain work carried out by third parties. This will always be done in consultation with the client.
3. The client shall ensure that all data, of which the contractor indicates that these are necessary or of which the client should reasonably understand that these are necessary for the execution of the agreement, are timely provided to the contractor. If the data required for the execution of the agreement are not provided to the contractor in time, the contractor has the right to suspend the execution of the agreement and / or charge the extra costs resulting from the delay to the client according to the usual rates.
4. The Contractor is not liable for damage of any kind whatsoever, because the Contractor has assumed incorrect and / or incomplete information provided by the Client, unless this inaccuracy or incompleteness should have been known to it;

Article 5. Adjustment of the (content of the) assignment

1. If circumstances arise within the framework of the assignment that were not foreseen at the start of the assignment, a solution will be sought in mutual consultation and in good harmony, including, for example, adjustment of the (content of) the initial assignment.
2. The Client acknowledges and accepts that changes to (the content of) the assignment (for example changes in size, working method or approach) can influence the agreed planning. If adaptation of (the content of) the assignment is the result of requests or actions of the client or other circumstances attributable to the client, then the contractor will charge any extra work resulting from this as an additional or separate assignment based on its usual rates.

Article 6. Confidentiality

1. Both parties shall ensure that all data received from the other party that is known or should be known to be confidential shall remain secret, unless a legal duty requires disclosure of such data. The party that receives confidential data will only use it for the purpose for which it was provided. Information will in any case be regarded as confidential if it has been designated as such by one of the parties. The Client will not make any announcements to third parties about the Contractor's approach, working methods and materials without prior written permission from the Contractor.

Article 7. Duration and termination of the assignment

1. The assignment is entered into for the duration thereof and will therefore end by operation of law when the assignment has been completed. The duration of the agreement is determined by what parties agree with each other in writing.
2. The Client acknowledges that the duration and the planning of the assignment can be influenced by all sorts of unforeseen factors, including but not limited to the quality of the information provided by the Client in the context of the assignment and the (extent of) availability and commitment. of the client's employees involved in the assignment.
3. The parties both have the right to terminate the assignment early in writing (by registered mail), with a notice period of one (1) calendar month, if and in so far as one of them proves that the execution of the original agreed assignment and any additional assignments due to important reasons are made considerably more difficult or impossible and completion of the assignment cannot reasonably be required.
4. In the event of termination of the assignment for any reason whatsoever, the Client will compensate the Contractor in a timely and complete manner for all work performed up to that time in the context of the assignment. All invoices already sent to the client remain due and will become immediately due and payable at the moment of termination.

Article 8. Intellectual property

1. Insofar as copyright, trademark, design right, trade name right or other intellectual property rights are based on the services provided by the contractor for the execution of the agreement, the contractor shall be and remain the owner of these rights. The client may only use the material carriers of these rights for the purpose for which they have been provided to the client, not multiply them and not change or remove the author's name, brand name, model name, trade name and other indications.
2. The Contractor reserves the right to use the knowledge acquired during the execution of the work for other purposes, in so far, no confidential information is brought to the attention of third parties.

Article 9. Tariffs and costs

1. The work and services of the contractor will be charged to the client on the basis of time spent and costs incurred, unless otherwise agreed in writing. Unless otherwise agreed in writing, the contractor will send an (advance) invoice once a month. In case of delivery of products, an invoice is sent on or after delivery.
2. The contractor's rates do not include costs such as travel and accommodation expenses. The costs of any foreign trips are also charged separately to the client. The costs of third parties that the contractor must make for the assignment are passed on to the client on submission of invoices.
3. All prices and rates are in euros and exclusive of turnover tax (VAT) and other levies imposed by the government.
4. If, after the conclusion of the agreement, but before the assignment has been fully implemented, tariff-determining factors such as, for example, wages and / or prices undergo a change, the contractor is entitled to adjust the previously agreed rate accordingly.

Article 10. Payment

1. The client must always pay all invoices originating from the contractor within 14 days after the invoice date on the account number indicated by the contractor. Payment will take place without deduction, compensation or suspension for whatever reason.
2. If the client has not paid the amounts due by the due date, he will automatically be in default, without further notice being required. In the event of payment default by the client, the contractor is entitled to cease or suspend all work to be performed for the client with immediate effect, without it being liable to pay compensation to the client in any way.
3. In case of payment default, the client also owes default interest on the outstanding claims equal to the statutory interest.
4. In case of liquidation, bankruptcy or suspension of payment of the client, the claims of the contractor and the obligations of the client vis-à-vis the contractor shall be immediately due and payable;
5. Payments made by the client always serve first to settle all interest and costs owed, and secondly to claimable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.
6. If the contractor is required more than the usual effort to execute the agreement, the contractor may demand payment (or equivalent) before commencement of its work.

Article 11. Collection costs

1. In the event that the contractor decides for its own reason to collect a claim for nonpayment of one or more unpaid invoices by judicial means, the client is also obliged to reimburse all legal and extrajudicial costs reasonably incurred in addition to the principal and interest owed. This will always include the costs of debt collection agencies as well as the costs and fees of bailiffs and lawyers, even if they exceed the legal costs to be awarded by law. The compensation of legal and extrajudicial costs amounts to at least 15% of the principal sum due.

Article 12. Liability

1. The Contractor does not accept any liability for damage caused because the Client has not provided the correct or incomplete information to the Contractor. The contractor can only be held liable if the client proves that the damage was caused by the contractor's intent or fault.
2. The liability of the contractor is limited to the invoice value of the assignment, at least that part of the assignment to which the liability relates.
3. Contrary to what has been stipulated in paragraph 2 of this article, in the case of an assignment with a term of more than six months, the liability is further limited to the invoice amount due over the last six months.
4. Any liability of the contractor for trading loss or other indirect damage or consequential damage, of whatever nature, is expressly excluded.
5. The contractor is never liable for claims by third parties.

Article 13. Applicable law and dispute resolution

1. Dutch law applies to every agreement between the contractor and the client.
2. Disputes arising from agreements to which these conditions apply and which do not belong to the jurisdiction of the subdistrict court, will be submitted to the competent court of the district in which the contractor is established ('s-Hertogenbosch).

Article 14. Complaints

1. Complaints with regard to the work performed and / or the invoice amount must be submitted in writing within 30 days of the date of dispatch of the documents or information on which the client complains, or within 30 days after the discovery of the defect, if the client demonstrates that he / she defect could not reasonably have been discovered earlier, made known to the contractor.
2. Complaints as referred to in the first paragraph do not suspend the payment obligation of the client. The Client is under no circumstances entitled to postpone payment or refuse payment of services provided by the Contractor other than those to which the advertisement relates on the basis of an advertisement relating to a particular service.
3. In the event of a legitimate advertisement, the client shall have the choice between adjusting the fee charged, improving or renewing the rejected work free of charge or not or no longer carrying out the assignment in full or in part in proportion to the amount of the refund. fee already paid by the client.

Final provision

If one of the conditions is void or annulled, the other provisions of the general terms and conditions will remain in force.