General Terms and Conditions

GENERAL TERMS AND CONDITIONS
TO SECURE, SHARE AND USE OF
PRODUCT INFORMATION THROUGH
PRODUCTSPECS4ALL B.V.

ProductSpecs4all B.V, operating under the business name PS in foodservice and PS in food (hereinafter referred to as: PS) maintains and manages a Database with Product Information for the benefit of manufacturers, distributors, wholesalers and buyers such as - yet not limited to - caterers, institutions, bars and restaurants and consumers, software parties and other interested parties;
These General Terms and Conditions apply to the Services provided by PS and form part of the Agreement.

1. DEFINITIONS
In these General Terms and Conditions the stated terms will have the following meaning:
‘Database’: the electronic Database with Product Information, with the field structure, developed and managed by PS, where the producer/brand owner of a product, enters the product information.
‘PS’: A private limited company under Dutch Law, with its registered office in Wageningen; ProductSpecs4all B.V., listed in the commercial register of the Chamber of Commerce under number 09088933. PS is also operating under the name PS in foodservice and PS in food.
‘Contracting Party’: a Party that enters and/or retrieves Product Information and related information in the Database.
‘Agreement': the agreement concluded between the Contracting Party and PS, to which these General Terms and Conditions have been declared applicable.
‘Parties’: Contracting Party and PS together.
‘Product Information’: all Product Information supplied to PS by the producer/brand owner, pertaining to the specifications of a certain product, or other product-related information.
‘Fee’: price per subscription, price per product/packaging and/or the price per period and/or price per service and/or a price for other work yet to be agreed on.

2. SCOPE OF APPLICATION
2.1. These General Terms and Conditions apply to each offer and Agreement between PS and a Contracting Party regarding which PS has declared these Terms and Conditions to be applicable, insofar as these Terms and Conditions have not been explicitly deviated from by the Parties in writing.
2.2. The General Terms and Conditions applied by the Contracting Party are not valid, unless the Contracting Party explicitly rejects the Terms and Conditions of PS with the announcement to replace them with its own terms and conditions, and PS has explicitly agreed to that in writing.
2.3. If one or more provisions of these General Terms and Conditions are partially or wholly void or are voided, the other provisions of these General Terms and Conditions will remain in effect and the void/nullified provision(s) will be replaced by a provision with the same purpose as the original provision.
2.4. Uncertainties about the content, explanation or situations that are not regulated in these General Terms and Conditions must be assessed and explained in the spirit of General Terms and Conditions.
2.5. If in these General Terms and Conditions reference is made to she/her, this should also be understood as a reference to he/him/his, if and insofar as applicable.

3. AGREEMENT
3.1. An Agreement is formed only after PS has drawn up an Agreement that is signed by both Parties.
3.2. In the Agreement is described the operations, tasks and responsibilities to be carried out by both Parties.
3.3. An Agreement can also be concluded without a signed private deed. There is also an Agreement and the associated conditions after receipt of Product information, after delivery of Product information and/or a login code that gives access to reports, tools, application and/or the PS Web API.
3.4. Updates and new versions of the Database, website, FoodBook, application, other systems/tools are not covered by this Agreement, a new Agreement must be concluded between the parties.

4. MANAGEMENT OF THE DATABASE AND RELATED SYSTEMS
4.1. PS is responsible for managing and continuously developing its Database, application, own systems, PS web API, and own tools. PS can change or develop the version from time to time. PS is not required specifically for the client to maintain certain features or functionalities, modify or add unless otherwise stipulated in the Agreement.
4.2. Without prior notification PS is entitled to temporarily take the Database, application, and related systems out of operation and/or to restrict its use insofar as this is required for reasonably required maintenance, adjustments and/or improvements to the Database systems. PS will seek the decommissioning not to last longer than necessary and, where necessary and/or possible Contracting Party timely information about the work.
4.3. PS is not liable for costs or damage suffered by the Contracting Party as a result of the provisions in paragraphs 1 and 2 of this article.

5. SECURITY
5.1. PS treats the (personal) data of the Client with care. If requested, PS will inform the person concerned about this.
5.2. PS ensures adequate security of its Database that meets the level, given the state of technique, the sensitivity of the data and the costs associated with the implementation of the security is not unreasonable.
5.3. The access or identification codes, certificates or other personal documents supplied by PS are confidential and will be treated as such by the Contracting Party and are made known only to authorized employees/third parties.
5.4. The Contracting Party will protect its systems and infrastructure adequate and always have antivirus software running.

6. FEE
6.1. In the Agreement, the Parties agree on an annual fixed Fee.
6.2. The Fee is exclusive of VAT and other charges imposed by the government.
6.3. The Fee is optionally indexed annually by PS on the basis of the CBS Consumer Prices Index, Price index 2015=100.
6.4. Invoices will be sent by email to the Contracting Party or made available digitally if payment takes place digitally through the application or website with which the Service is purchased. If the Contracting Party requests for any other method of delivery PS can charge a Fee. PS will indicate the amount of the costs. The Contracting Party must deliver this request before signing the Agreement.
6.5. Unless explicitly stipulated otherwise in the Agreement, payment of the Fee owed in connection with the Agreement must be always made in advance until the end of the calendar year or until the end date of the Agreement.
6.6. The Fee for additional work is determined based on the hours, the materials and knowledge, spent by PS. The Fee is calculated in accordance with the rates generally applied by PS, valid for the period during which the services are or will be provided, unless a deviating hourly rate has been agreed. This additional work and the hours will be set in advance.
6.7. If one or more of the cost-determining factors for PS rise, PS is entitled to adjust the agreed Fee correspondingly, regardless of whether the cost price increase could have been foreseen at the time of the offer or confirmation. PS will inform the Contracting Party ahead of time by email.

7. PAYMENT
7.1. Payment must be made within 30 days of the invoice date, by transferring the money due into bank account NL38INGB0006527436 of the ING BANK, in the name of PS in foodservice or any other bank account specified by PS in writing.
7.2. If the Contracting Party uses a different payment period this request should be introduced before signing the Agreement and PS will confirm this is agreed by writing to the Contracting Party. Only then the Contracting Party is not in omission.
7.3. If an Agreement has been entered into with multiple contracting parties, each Contracting Party is jointly and severally liable for paying the invoice amount.
7.4. If no payment has been made within 30 days of the invoice date, the Contracting Party is in default without a notice of default being required.
7.5. If no payment is made within 30 days of the invoice date, the Contracting Party owes interest. This interest rate is a contractual interest rate at 1.5% per month. This interest is calculated over the period starting 30 days after the invoice date and ending the day on which PS has received the full outstanding Fee, plus any interest and costs.
7.6. After this first reminder, a second reminder and a final reminder will follow. If the regulation has not yet been met, the regulation will be transferred to a collection agency, the Client is obliged to reimburse PS for all costs incurred in collecting the claim, including the extrajudicial costs, costs (at the discretion of the court) and any execution costs. The extrajudicial costs are set at 15% of the amount due, but at least in accordance with the rate of the Report BGK-integral 2013, with a minimum of € 350 per case.
7.7. If and as soon as the Contracting Party fails to pay PS any money, any other outstanding invoices from PS to the Contracting Party are immediately due and payable.
7.8. Any payments made by the Contracting Party will first be applied to settle all interest and costs payable and secondly to settle outstanding invoices that have been payable longest, even though the Contracting Party has stated that the payment relates to a later invoice.
7.9. If the Contracting Party defaults on its payments to PS, then PS is entitled to deny the Contracting Party access to the Database, My PS, Data Entry, PS Web API and other tools for the duration of the default referred to in paragraph 3 without further announcement or notification, and to suspend further execution of the Agreement, until the default is cleared. PS is not liable for any damage/loss that the Contracting Party suffers, will suffer, or has suffered as a result of that. The Contracting Party is obliged to pay the agreed Fee from the moment the situation of default starts until the default is cleared, while - if agreed otherwise - cash payment may be demanded for further performances, without prejudice to PS’s right to claim full compensation.
7.10. The claims by PS against the Contracting Party are due and payable with immediate effect if:
a) after concluding the Agreement, circumstances of which PS has become aware gives PS good reason to fear that the Contracting Party will not fulfil its obligations;
b) conclusion of the Agreement, PS has asked the Contracting Party for security with regard to fulfilment and this security is not forthcoming or insufficient;
c) it emerges that the Contracting Party has provided false and/or incorrect information, or if it emerges that the Contracting Party has failed to provide correct information, or if it emerges that the Contracting party entered into the Agreement under false pretenses.

8. CONFIDENTIALITY
8.1. Both parties will keep secret all confidential information obtained from the other party or from another source within the framework of their Agreement. Information is deemed confidential if the other party has communicated its confidential nature or if such confidentiality ensues from the nature of the information. Information about one of the parties which has become part of the public domain, other than through the actions of the other party, is excluded.
8.2. The obligation to observe confidentiality does not apply to information which, by or pursuant to legal provisions or a provisionally enforceable or irrevocable decision by the court or another competent government body must be made public.

9. CORPORATE DETAILS
9.1. PS will record the company and personal data of the Client for the required administration and management tasks in its files. PS will treat data confidentially. If applicable, the recorded personal data are linked to a company being the Client. The recorded personal data are: first and last name, gender, telephone number, e-mail address, position, role in relation to contact PS and any absence for a longer period and replacement.
9.2. The recorded business and personal data can be viewed by the Client if desired. PS employees can view the Client's details at any time.
9.3. Client must designate at least one primary contact person for correspondence with PS. This person must have an e-mail address and cannot unsubscribe from the newsletter. Other contact persons are periodically informed about PS, new developments and workshops/webinars.
9.4. If a person is no longer employed by the Client, PS will be informed on time so that personal data and login can be deleted.
9.5. Data will only be passed on to third parties if PS is obliged to do so by virtue of a statutory provision or by an enforceable or irrevocable decision of a court or other competent government body, and PS has drawn the Client's attention to this.

10. INTELLECTUAL PROPERTY
10.1. All intellectual property rights to the information, including any documentation, texts, images, photo’s, brands, logos and other (still and/or moving) visual material, audio material, made available by the Contracting Party are vested by the Contracting Party. PS only obtains the rights of use and authorities explicitly granted under the Agreement.
10.2. PS makes the data made available, including, among other things, documentation, texts, images, photos, brands, logos and other (still and/or moving) image material, sound material, available from the Client available to its customers/relations. Among other things, but not exclusively, via the PS website, the PS FoodBook, the PS Web API, application and other tools and related systems from PS. Via the Disclaimer on the PS website and through the Agreement with the customer/relation, it is indicated that the information and data made available may only be used by the relevant customer/relation itself. In the case of external communication such as a website of webshop, the customer/relation shows that Product information comes from the PS Database.
10.3. The intellectual property rights with regard to the Database, application, the PS Web API, the internet sites, the FoodBook, My PS, other tools and related systems of PS including the rights to the reports, advice, designs, drawings, texts, images, design, photos and other (still and/or moving) image material, sound material, formats, software, brands (including domain names) and other materials are held by or are licensed to PS.
10.4. The Database, related systems, PS Web API, application, the Internet sites, the FoodBook, My PS, Permalink and other tools and related related matters and documentation such as, but not limited to, reports, advice and other documents are intended solely for use by Client itself and may not be sold, reproduced, modified, made public or disclosed to third parties without prior permission from PS.
10.5. The use of automated systems or software to extract data from the Database, the PS website, the FoodBook, the Customized FoodBook, the PS Web API or via other tools or systems ("Web Scraping") is prohibited. Extraction is also prohibited for Parties that receive and/or display Product information via PS on a website, order environment or via other tools. The disclaimer on the PS website and the FoodBook also states the prohibition of extraction.
10.6. In the event of violation by acting contrary to the provisions of paragraphs 2, 3, 4 or 5 by the Client, the Client receives a fine of €25,000.00 per event, without prejudice to PS's right to claim the actual damage suffered in addition to this fine. The fine is not deducted from any compensation.

11. WARRANTIES
11.1. PS guarantees that the Services comply with the Agreement, the specifications, usability and/or soundness stated in the offer and the legal rules/regulations at the time of the conclusion of the Agreement.
11.2. Each of the Parties declares to be authorized to enter the Agreement, unconditionally.

12. LIABILITY
12.1. PS hereby excludes every liability for any damage suffered by the Contracting Party if it is the result of improper use or with the Agreement and Conditions of Use in conflict by the Contracting Party, of the PS Database.
12.2. PS hereby excludes every liability for any damage suffered by the Contracting Party and/or third parties, direct and/or indirect, including yet not limited to, loss of data, commercial losses, loss of orders, negative effects on profitability, loss of clients, damage to the brand image or loss of opportunities, created by and/or arising in whatever way from the execution of the Agreement, for whatever reason and whatever the cause, except if this damage is caused by the intent or gross negligence of PS or its managerial staff.
12.3. More specifically, PS will in no event be liable for any damage suffered by the Contracting Party and/or third parties, which is created by and/or arises in whatever way from:
a) denying the Contracting Party use of the Database as a result of circumstances that can be attributed to the Contracting Party;
b) the fact that information in the Database is incorrect, incomplete or not kept up-to-date by the producer and/or brand owner;
c) the unlawful use of the PS Database by a third party, in the event of force majeure;
d) not being able to use the Database, due to unforeseen circumstances or in the event of force majeure;
e) the Agreement being dissolved;
f) PS suspending its activities for whatever reason, for the optimization of the Database or other services;
12.4. If, despite the above, PS is directly liable, all these events are limited to a refund of the invoiced amount for the services provided, in respect of the services invoiced amount by PS exclusive of VAT, over the past five years. In no case shall the total liability for direct damages from the Contracting Party, on any legal grounds whatsoever, be more than € 50.000, -. Any further liability, either for direct or for indirect damage/loss, costs and interest is explicitly excluded.
12.5. Anyone working for PS may invoke the previous paragraphs of this article, including auxiliary persons hired by PS, as if they themselves were party to the Agreement concluded between PS and the Contracting Party.

13. FORCE MAJEURE
13.1. Force majeure are circumstances that are beyond the control and not the fault of PS and that are of such nature that cannot reasonably be expected to fulfil or continue to fulfil the Agreement, such as war, natural disasters, calamities, floating ice, special weather conditions, strikes, government measures, interruptions to the telecommunication or power supply networks, temporary interruptions to the Database, related systems of PS or the Internet as a result of causes beyond the control of PS, changes, disruption of internet, data network and telecommunication facilities that are beyond the reach of PS (for example due to: cybercrime and hacking), destructions, breakdowns or obstacles that are the result of fraudulent access to the Database and its system, and all other circumstances as a result of which fulfilment of the Agreement is made impossible or seriously impeded.
13.2. PS is also entitled to invoke force majeure if the circumstance that prevents the (continued) fulfilment arises after PS should have fulfilled its obligation.
13.3. In the event of force majeure, the obligations of PS are suspended, and PS is entitled, at its discretion, to either extend fulfilment by virtue of the Agreement by no more than 1 month, or to cancel the Agreement, insofar as it is affected by the impediment, without legal intervention. In the event of cancellation of the Agreement, PS is entitled to invoice the Contracting Party for the performances delivered by PS before the situation of force majeure started. Neither PS nor the Contracting Party are entitled to any form of compensation.

14. CONTRACTTERM
14.1. The Agreement is entered for an indefinite period of time, unless explicitly agreed otherwise.

15. TERMINATION, DISSOLUTION
15.1. The Agreement may at any time be terminated in writing only, subject to a notice period of one year
by both Parties, unless otherwise provided in the Agreement.
15.2. Upon termination by the Contracting Party, cancellation will take effect upon receipt of the written notice by PS. PS will send a confirmation of the cancellation.
15.3. Each of the Parties will apply the right to terminate the Agreement, on grounds of breach in the fulfillment of the Agreement. In all cases, after a detailed written notice whereby a reasonable time period for remedying the failure is made. Payment obligations of the Contracting Party and all obligations to cooperate and/or information by the Contracting Party shall in all cases as a material obligation under the Agreement.
15.4. If PS agrees to dissolution, without PS being in default, the mutual claims become immediately due and payable, and PS is at all times entitled to compensation for all provided services. In the event of reasonable dissolution, the Contracting Party cannot claim revocation of performances already delivered by PS, and PS is fully entitled to payment for the performances it has already delivered.
15.5. Both Parties are, without legal intervention, entitled to prematurely cancel the Agreement or to declare it dissolved with immediate effect - by means of a simple letter - on the basis of an urgent reason, which the Parties deem to include the fact that:
a) a Party applies for a moratorium or a moratorium has been granted;
b) a winding-up petition has been filed for a Party, or it has been declared insolvent;
c) the business of a Party is liquidated;
d) a Party discontinues its present business operations;
e) a considerable amount of a Party's assets or the materials, machines, equipment and/or software and/or its stocks are seized.
Parties are required to a circumstance referred to in this paragraph, to report it immediately.
15.6. Any obligations, which, by their nature, are meant to continue even after dissolution or termination, will continue to be in force after dissolution or termination. These obligations include, among other things: confidentiality, dispute settlement and applicable law.

16. COMPLAINTS
16.1. If the Client is not satisfied with the Services of PS and/or has complaints about the (execution of the) Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 calendar days after the relevant reason that led to the complaint. Complaints can be reported via info@psinfoodservice.nl with the subject “Complaint”.
16.2. The complaint must be sufficiently substantiated and/or explained by the Client if PS is to be able to handle the complaint.
16.3. PS will respond substantively to the complaint as soon as possible, but no later than 14 calendar days after receipt of the complaint.
16.4. The parties will try to reach a solution together.

CHANGES TO THE TERMS AND CONDITIONS
16.5. PS is at all times entitled to change these Terms and Conditions. The Contracting Party hereby agrees to any changes to be made by PS. PS will provide the Contracting Party with the changed conditions in a timely fashion. If the Contracting Party doesn’t object within a month to the proposed amendment (s), the Contracting Party will be deemed to consent.
16.6. If and insofar as any provision in the General Terms and Conditions is null and void or becomes null and void, the other provisions of the General Terms and Conditions will remain in full force. In that case, PS will stipulate a new provision that replaces the void or nullified provisions, taking into consideration as much as possible the purport of the void or nullified provision.

17. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
17.1. Each Agreement between PS and the Contracting Party is governed by the laws of the Netherlands.
17.2. Any disputes between PS and the Contracting Party, which may arise as a result of this Agreement or subsequent Agreements arising from that and which cannot be resolved satisfactorily by the parties in mutual consultation, will be submitted exclusively to the competent court in the court district of Utrecht. PS however remains entitled to summon the Contracting Party to appear in the court which has jurisdiction according to the law.

18. FINAL PROVISIONS
18.1. If one or more provisions of this Agreement and/or these General Terms and Conditions appear to have no binding effect, the other provisions of the Agreement and the General Terms and Conditions between the Parties remain unaffected.
18.2. The parties undertake to replace the non-binding provisions with provisions that are binding and – in view of the object and purport of the Agreement and the General Terms and Conditions – differ from the non-binding provisions to a minimum extent.
18.3. By signing this Agreement, any verbal and written Agreements previously concluded between the Parties lapse.
18.4. The Contracting Party is not entitled to sell, hire or otherwise transfer any rights and obligations arising from the Agreement to third parties, unless PS has given its explicit and written consent. The Contracting Parties rights under the Agreement are not transferable under Article 3:83 paragraph of the Civil Code nor can the Contracting Party with a limited right to be encumbered.

19. FILING OF THESE TERMS AND CONDITIONS
These terms and conditions have been filed with the Chamber of Commerce of Arnhem under number 09088933.
Before or during the conclusion of the Agreement, the terms and conditions are made available to the Contracting Party by means of a hyperlink in the email that confirms the Agreement.

A copy will be sent free of charge to those who are interested in it.
Ede, 13 december 2022
ProductSpecs4all B.V.
www.PSinfoodservice.com