FoodUP General Terms of Cooperation

§ 1. General provisions

These General Terms of Cooperation (the “Terms”) set out the rules for the provision of services by Maciej Jaskólski FoodUP Consulting, operating under the FoodUP brand (“FoodUP”), to business clients using FoodUP’s services in connection with their business or professional activities (the “Client”).

The detailed scope of services, remuneration, deadlines and deliverables shall be specified in each case in a proposal, order, agreement, project brief, email correspondence or another document agreed by the Parties (the “Engagement”). In the event of any discrepancy between the Engagement and these Terms, the individual arrangements set out in the Engagement shall prevail.

§ 2. Nature of FoodUP’s services

FoodUP provides, in particular, advisory, regulatory, product development, research and development, and documentation services, including services related to developing recipes and formulations, assessing the compliance of products and ingredients, preparing labelling, product documentation and marketing claims, and conducting scientific and regulatory analyses.

FoodUP performs its services with the due care appropriate to the professional nature of its business, based on the law, available guidance, documentation, and scientific and technical knowledge current at the time the Engagement is carried out.

FoodUP’s opinions and recommendations constitute a professional advisory assessment and do not constitute an administrative decision, official authorisation to place a product on the market, or a guarantee that a competent authority, inspection body or other entity will adopt the same interpretation of the law.

This is particularly relevant to products and ingredients with an ambiguous regulatory status, especially borderline products for which different legal or regulatory interpretations are possible.

§ 3. The Client’s responsibility for the Product

The final decision regarding the product’s composition, raw materials used, doses, labelling, marketing communications, production and placement on the market rests with the Client.

The provision by FoodUP of services relating to a formulation, label, documentation or regulatory compliance does not transfer to FoodUP any obligations or responsibilities imposed by law on the manufacturer, importer, person responsible for labelling, feed business operator or any other entity responsible for the product.

The Client shall independently ensure compliance with the legal obligations associated with its business activities and the placement of the product on the market, unless fulfilment of those obligations is expressly included in a specific FoodUP Engagement.

§ 4. Data and documentation supplied by the Client

FoodUP is entitled to base its analyses on information and documents supplied by the Client, manufacturer, supplier, laboratory or other entities involved in the project.

The Client is responsible for ensuring that the data supplied is complete, accurate and up to date. FoodUP shall not be liable for consequences arising from incorrect, incomplete or outdated information if the inaccuracy could not have been identified through the exercise of due care within the agreed scope of the Engagement.

Unless the Engagement provides otherwise, FoodUP is not required to independently verify data contained in documentation supplied by the Client or its business partners.

§ 5. Recipes, formulations and changes to the Product

Recipes, formulations and other product solutions prepared by FoodUP relate to the specific assumptions, raw materials, specifications and product versions known at the time the Engagement is carried out.

Developing a formulation does not automatically guarantee the product’s stability, shelf life, homogeneity, microbiological safety, organoleptic properties, biological efficacy or technological feasibility, unless testing or validation of the relevant parameter is expressly included in the Engagement.

A change to the formulation, dose, supplier, raw material specification, standardisation, technological process, method of use, target group, labelling or marketing communications may affect the validity of FoodUP’s previous assessment.

FoodUP shall not be liable for a product, document or material that is changed after its assessment has been completed without further verification by FoodUP.

§ 6. Regulatory risk and the Client’s decisions

If, in the course of carrying out the Engagement, FoodUP identifies a material legal, regulatory, quality, safety or technological risk, it shall inform the Client and, where possible, recommend a course of action.

If, despite being informed of the risk, the Client decides not to implement FoodUP’s recommendations or continues developing the product in the form to which objections have been raised, that decision shall be regarded as an informed business decision by the Client.

FoodUP shall not be liable for adverse consequences connected with a decision made by the Client contrary to a recommendation previously communicated by FoodUP, including, in particular, an authority challenging the product or its labelling, the need to change the formulation, packaging or marketing materials, suspension of sales, repackaging, or withdrawal of the product from the market.

FoodUP may refuse further involvement in implementing a solution if it considers that the solution entails a clear breach of the law or an unacceptable safety risk.

§ 7. Currency of opinions and changes in the law

FoodUP’s documents, opinions and recommendations relate to the law and information available on the date they are prepared.

FoodUP shall not be liable for subsequent changes to the law, official registers, conditions of authorisation, guidance, case law, the practice of authorities or scientific knowledge that may affect the previous assessment of a product.

Unless the Parties agree on ongoing regulatory monitoring, FoodUP is not required to automatically update documentation prepared under a completed Engagement.

§ 8. FoodUP’s liability

FoodUP is responsible for performing its services in accordance with the agreed scope and with due care.

FoodUP shall not be liable for acts or omissions of the Client, manufacturer, supplier, laboratory, designer, printing company, distributor or other third parties, unless responsibility for the relevant activity has been expressly assigned to FoodUP.

To the extent permitted by law, FoodUP shall not be liable for loss of profits, revenue, contracts or market share, reputational damage, or other indirect losses arising from the performance of the Engagement.

Except where a limitation of liability is prohibited by mandatory provisions of law, FoodUP’s aggregate liability arising from a given Engagement shall be limited to 50% of the net remuneration actually paid to FoodUP for that Engagement.

The above limitation shall not apply to damage caused intentionally or to any other cases in which a limitation of liability is prohibited by law.

§ 9. Rights to deliverables and confidentiality

The scope of the Client’s rights to use FoodUP’s deliverables may be specified individually in the Engagement. Unless the Parties agree otherwise, FoodUP retains the rights to its own know-how, methodologies, tools, models, templates, procedures and working methods used in carrying out the project.

The Parties undertake to keep confidential information constituting the other Party’s trade secrets, including, in particular, recipes, quantitative compositions, supplier data, prices, technical documentation, test results and commercial information.

The confidentiality obligation does not cover publicly available information or information whose disclosure is required by law or at the request of a competent authority.

§ 10. Final provisions

The cooperation between the Parties shall be governed by Polish law.

The Parties undertake first to seek an amicable resolution of any disputes. If no agreement is reached, the dispute shall be resolved by the court having jurisdiction over FoodUP’s registered office, unless mandatory provisions of law provide otherwise.

If any provision of these Terms is found to be invalid or ineffective, this shall not affect the validity of the remaining provisions.

These Terms may be supplied to the Client together with a proposal, agreement or order, or made available on FoodUP’s website.