General terms and conditions of service

This text is a translation of our General Terms and Conditions translated into Deepl. Only the original French version is legally valid.

1. Purpose and validity

1.1. These General Terms and Conditions (GTC) govern the conclusion, content and performance of contracts for services offered by Vege’tables Ltd., particularly in the fields of consulting, planning, assistance and training.

2. Scope of application

2.1. These general terms and conditions (hereinafter: GTC) apply to all services offered by Vege’tables Ltd. The said services are defined in a specific agreement (hereinafter: Agreement) concluded between Vege’tables Ltd. and the customer (hereinafter: individual Party, together Parties).

2.2. The GTC form an integral part of the Agreement. By signing the Agreement, the Customer declares that he/she has read the GTC and accepts them unreservedly. The GTC apply insofar as the Agreement does not expressly derogate from them. In the event of any contradiction between the GTC and the Agreement, the Agreement shall take precedence over the GTC.

3. Fees and disbursements

3.1. Vege’tables Ltd. will invoice its fees and disbursements at regular intervals. The price is calculated on the basis of the difficulty of the services to be performed, the estimated number of hours required to perform them and the resources involved.

3.2. All prices stipulated in the Agreement are exclusive of VAT. The Customer shall pay all taxes due, including VAT where applicable.

4. Terms and conditions of payment

4.1. Vege’tables Ltd. will send the customer an invoice for the service when it is a one-off or a monthly invoice when the service is performed each month, corresponding to the volume of work performed for each type of service and corresponding to the number of hours worked and the expenses incurred.

4.2. Unless otherwise agreed in the Agreement, invoices must be paid, without any additional rebate or discount, by the due date indicated on the invoice, which is 10 days from the date of
of the invoice.

4.3. Any set-off against claims of the customer against Vege’tables Ltd. is excluded. In the event of late payment on the part of the customer, and without prior formal notice, late payment interest of 5% will be charged from the expiry of the period of 10 days from the date of issue of the invoice.

5. Deadline

5.1. The deadlines stipulated in the Agreement are indicative. If Vege’tables Ltd. encounters difficulties in providing the difficulties in carrying out the services for reasons for which it is not responsible, it will inform the customer in writing or by e-mail; a new schedule will be set by mutual agreement.

6. Language of the contract

6.1. All correspondence, material and other documents emanating from Vege’tables Ltd.and relating to the services provided must be written in French or English, as agreed at the beginning of the collaboration.

7. Diligence and Liability

7.1. Vege’tables Ltd.will serve the interests of the client to the best of its knowledge. Vege’tables Ltd. works on the basis of information provided by the client and cannot be held responsible for said information, nor for ignorance of certain information which has not been brought to its attention.

7.2. Responsibility for the final decisions taken by the customer rests solely with the customer. The client shall immediately report in writing any circumstances that could jeopardise the correct execution of the assignment. If, during the course of the assignment, any changes occur, the customer shall immediately notify Vege’tables Ltd. in writing or e-mail.

7.3. Excluding gross negligence or fraud, the liability of Vege’tables the client arising from the Agreement is limited to a maximum equal to once the amount of fees due to Vege’tables Ltd. under the Agreement. This limitation applies to all damages regardless of the legal basis for the potential liability of Vege’tables Ltd. or an employee of Vege’tables Ltd. Vege’tables Ltd. will perform diligently and faithfully the services agreed in the Agreement.

7.4. If it uses a specialized third party to perform part of the services entrusted, Vege’tables Ltd. is only responsible for the care with which it has chosen and given instructions.

7.5. Without prejudice to any mandatory legal provision or public order, Vege’tables Ltd.will only be liable in the context of the performance of the agreed services for direct damages arising from its gross negligence and intent.

7.6. Any liability for indirect or consequential damages is excluded, including (by way of example and in a non-limitative manner) in the event of loss of profit or loss of opportunities suffered by the customer.

7.7. The customer shall take all necessary steps to provide Vege’tables Ltd. with
the relevant and correct information necessary for the proper execution of the mandate by Vege’tables Ltd..

7.8. The client alone bears the risks arising from non-compliance with its duty to cooperate, particularly when the breach of this duty results in additional costs for Vege’tables Ltd. in the performance of services agreed or the inability of Vege’tables Ltd. to provide these services.

7.9. It is expressly agreed that Vege’tables Ltd. is not responsible for the content of the customer’s instructions when provided by him or her and that it assumes no liability other than those described in the Agreement.

7.10. Vege’tables Ltd. draws the customer’s attention to the adverse consequences of its instructions, in particular with regard to deadlines, quality and costs. Vege’tables Ltd. warns the customer against inappropriate demands and requests. If the customer insists on an instruction despite the warning of Vege’tables Ltd., Vege’tables Ltd. is not liable to the customer for the consequences that result.

7.11. In particular, Vege’tables Ltd. assumes no financial risk arising from any contracts entered into on behalf of the customer and which respond to instructions given by him or her.

8. Force majeure

8.1. Neither Party shall be liable for any loss, damage, delay or failure resulting from an event of Force Majeure, being an event beyond the reasonable control of the Party relying on it (the “Claiming Party”), which it could not reasonably avoid or overcome and which renders the Claiming Party unable to perform its obligations under the Contract.

8.2. The requesting Party shall, as soon as it becomes aware of the existence of the case of force majeure, inform the other Party and notify it, as far as possible and by way of indication, of the extent and probable duration of its inability to perform all or part of its contractual obligations. When an event of force majeure occurs which seems likely to last for more than 10 (ten) days, the Parties must immediately agree on the measures to be taken to reduce the effects of the impediment as far as possible.

8.3. In all cases, the requesting Party must endeavour to limit the commercial consequences of the event of force majeure and must, during the persistence of this event, keep the other Party regularly informed of the extent and probable duration of its inability to perform its obligations. Each Party is released from its contractual obligations for the period during which performance of the contract is impossible due to force majeure. If the case of force majeure affects only part of the agreed services, the Parties are released from their contractual obligations relating exclusively to the services affected.

9. Intellectual property rights

9.1. Vege’tables Sàrl gives every guarantee to the client that the product of its work in relation to the mandate – in particular, any software (including source code), studies, documents, texts, material of any kind (training, recipes, photos, videos, non-exhaustive list), produced, designed, invented or created by Vege’tables Sàrl, alone and/or in collaboration with the client, is original and does not infringe any existing copyright or other intellectual property rights belonging to third parties.

9.2. Vege’tables Sàrl gives every guarantee to the customer that it has acquired all the necessary authorisations allowing it to use elements belonging to third parties in its work product.

9.3. All copyrights as well as all intellectual and industrial property rights on the results of the work belong to Vege’tables Sàrl. Vege’tables Sàrl grants the customer a right to use the work for its own use; this right is unlimited in time, non-transferable and non-exclusive.

10. Electronic communications between the Parties

10.1. The Parties are authorised to communicate by unsecured electronic mail. The Parties are aware that the use of electronic mail involves risks, such as lack of confidentiality, manipulation, falsification of the content and/or the sender’s address, transmission errors, viruses and others.

11. Confidentiality

11.1. The Parties consider the content of the Agreement, as well as all information obtained in connection with it, to be of a confidential nature and undertake not to communicate it to third parties, except with the prior written agreement of the other Party and subject to legal requirements which would oblige a Party to communicate all or part of its content to a third party.

11.2. The Parties shall inform their employees entrusted with the performance of this Agreement of the scope of this clause and shall ensure that their employees subscribe to or are subject to an obligation of confidentiality to the same extent as provided for in this Article. The obligations arising from this clause will remain in force notwithstanding the termination of the Agreement between the Parties.

12. Conclusion et modification

12.1. The Agreement is deemed to have been concluded as soon as it has been signed by both Parties; it then takes effect. Any additions or amendments to the Agreement and/or the GTC are subject to the written agreement of both Parties.

13. Termination

13.1. The Agreement may be terminated by either Party, with or without cause, by giving 30 days’ written notice. The fees and costs of Vege’tables Sàrl’s services are payable by the customer until the Agreement is terminated. Termination must be in writing.

13.2. In the event of untimely termination, the Party terminating the contract shall compensate the other Party for the damage caused to it pursuant to Article 404 paragraph 2 of the Swiss Code of Obligations, to the exclusion of any indirect or consequential damage in accordance with Article 7.6 above.

14. Severability clause

14.1. If any provision of the Agreement and/or these GTC is invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected. The Parties shall endeavour to replace this provision with a valid clause having equivalent economic effect. In the event of a gap, the Parties will endeavour to complete the provisions of the Agreement or the GTC in such a way as to reflect their true and common intention.

15. Assignment of the contract

15.1. Neither Party may assign and/or transfer the rights and/or obligations under the Agreement to a third party without the written consent of the other Party.

15.2. The Agreement and the rights and obligations of each of the Parties are declared assignable without the prior written consent of the other Party being required only in the event of a merger or amalgamation of the former (the “Assigning Party”) with a third company (the “Transferee”) and only on condition that the Transferee undertakes to take over all the rights and obligations of the Assigning Party arising from the Agreement. In this event, the Assigning Party will inform the other Party in writing of the assignment and the said assignment will only take effect upon receipt of such notification by the other Party.

15. Modification of the contract

15.1 Any amendment to the Agreement and/or these GTC must be in writing and accepted by the Parties.

16. Entry into force

16.1 The Agreement enters into force upon signature by both Parties. It shall then be in full force and effect.

17. Applicable law and place of jurisdiction

17.1 These GTC and the Agreement are governed by Swiss substantive law, in particular the provisions of Articles 394 et seq. of the Swiss Code of Obligations relating to agency agreements.

17.2. Any dispute arising from the conclusion, interpretation, performance, termination or breach of these GTC and the Agreement, which cannot be settled amicably, will fall within the exclusive jurisdiction of the registered office of Vege’tables Sàrl.

Neuchâtel, 1st September 2023