General Terms and Conditions of Sale

General Terms and Conditions of Sale for consultancy and services provided by THE SMELL & TASTE LAB Sàrl

Preamble

THE SMELL & TASTE LAB Sàrl (CHE-438.983.638), with its registered office at rue Cramer 6, CH-1202 Geneva, Switzerland (hereinafter referred to as “The Smell & Taste Lab”), is a consultancy firm specializing in Research Innovation and Business Marketing in the fields of Beauty and Health.

These General Terms and Conditions of Sale apply to all service provisions and delivery of works and achievements developed by The Smell & Taste Lab.

Definitions

“The Smell & Taste Lab” or “We”: THE SMELL & TASTE LAB Sàrl, registered under the number CHE-438.983.638 in the Geneva Commercial Register, operating the website www.thesmellandtastelab.com.

“You” or “the Client”: client, buyer, or recipient of the services provided by The Smell & Taste Lab.

“Service(s)”: all services, products, functionalities, achievements, and applications sold by The Smell & Taste Lab. This may include a range of services such as consultancy, provision of expertise, granting of Intellectual Property Rights, ancillary services to an intellectual service, seminar management, event organization support, website, multimedia, or journalistic content. The service, at a minimum, refers to the service offer presented and sold by The Smell & Taste Lab.

“General Terms and Conditions of Sale” or “GTC”: these general terms and conditions related to the use and sale of services and products made or provided by The Smell & Taste Lab.

“Intellectual Property Rights”: all rights and prerogatives, registered or not, arising from Swiss and/or international legislation related to copyright, brand protection, designs, patents, and any other similar rights, as well as the protection of know-how and trade secrets.

Article 1. Acceptance and access to the general terms

These General Terms specify the Sale Conditions under which the Client (or “you”) is authorized to acquire and use the Services of The Smell & Taste Lab.

These conditions represent a binding agreement between You and The Smell & Taste Lab. You accept these conditions each time you purchase or use The Smell & Taste Lab’s Services. The Smell & Taste Lab commits to provide these general terms of sale to any Client who requests them.

Article 2. Description of the Provided Services

The Smell & Taste Lab is a consultancy firm that provides Services in the fields of Product Innovation Research and Marketing, including:

1. Strategy Consultancy in Research Innovation and Marketing: Support in product development, market and actor analysis, Key Partner identification, competitor analysis, recommendations for collaboration/buying/selling. Independent administration.
2. Product and ingredient development consultancy in the Health, Wellness, and Cosmetics/Perfumes sector: Creation of sensory signatures, development of appropriate matrices to enhance the active ingredient. Analysis of strengths/weaknesses for market valuation and differentiation.
3. Marketing Innovation Consultancy: Recommendations for offer positioning, brand strategy and creation, marketing mix development, product launches, ingredient development, identification of new technologies to meet consumer expectations and develop future products.
4. Support in conducting ad hoc qualitative market studies (consumer panels, focus groups, sensory analysis, and consumer surveys): competitive monitoring, trend analysis, development of innovative protocols to enhance your product development.
5. Creation of your Open-Innovation center and scientific committee.
6. Training / Seminar management, plenaries, debate evenings, round tables, thematic workshops, creativity sessions on Olfaction and Taste, Sensory, Definition of your olfactory profile, creation of your custom perfume.
7. Scientific communication, organization of communications, preparation of publications, conferences, Bibliography…
8. Scientific collaboration, expert identification, collaboration setup, search for financial partners…

Article 3. Formation of the contract

These general terms may be modified or supplemented when The Smell & Taste Lab establishes a mission contract or a quote, constituting the specific conditions. The quote or mission contract sent by The Smell & Taste Lab to the Client in two copies generally specifies:

1. The nature of the Service
2. The price of the Service Excluding taxes
3. Payment terms, provided that they differ from those specified in art. 9 of these GTC.
4. The work schedule detailing the actions/obligations of the Client and The Smell & Taste Lab, including (i) the deadlines, (ii) the validity period of the quote, (iii) the Client’s full and entire adherence to these GTC.

The respective obligation of each party, to perform the Service for The Smell & Taste Lab and to pay for the Service for the buyer or the Client, arises from the moment the buyer or the Client has duly dated, signed, and returned by email or post the quote and/or mission contract issued by The Smell & Taste Lab, including the written statement “Approved”.

In case of an order received from the Client, it will only be considered definitively accepted by The Smell & Taste Lab after The Smell & Taste Lab’s written acceptance. This acceptance will then be part of the specific conditions. The order will only be validated after the return of the quote or mission contract, accepted and signed, accompanied by the payment of a deposit of at least thirty percent (30%) of the total Service amount.

In the absence of receiving the Client’s agreement and the deposit, or from the quote’s expiration date, the quote proposal is considered canceled, and The Smell & Taste Lab reserves the right not to start its Service.

Order validation implies the Client’s full and unconditional adherence to these GTC.

Article 4. Performance of Services

The relationship between The Smell & Taste Lab and the Client is based on the following elements: Detailed specifications, and/or the Mission Contract/quote accepted by the Client, definition of deliverables, deadlines and planning, party contacts, and the initial deposit payment.

Article 4 Bis. Responsibility

Given the nature of the Services performed, The Smell & Taste Lab’s obligation is a best-efforts obligation. The Smell & Taste Lab commits to performing the Services in accordance with the rules of art and in the best manner, under the terms and conditions of the agreement, as well as in compliance with applicable legal and regulatory provisions. Each party is responsible towards the other for any failure to fulfill its obligations.

The Client commits to providing The Smell & Taste Lab, within the agreed deadlines, all the information and documents essential for the proper performance of the Service and for the proper understanding of the problems posed. The Smell & Taste Lab’s responsibility cannot be engaged for:

1. An error caused by a lack of information or erroneous information provided by the Client; and/or
2. A delay caused by the Client that would make it impossible to meet the agreed deadlines or those prescribed by law.

Thus, The Smell & Taste Lab only assumes responsibility related to the proper and faithful execution of the contract with the Client and will only be required to compensate the latter for the direct damage actually suffered, provided that such damage has been proven and established. In such a case, The Smell & Taste Lab’s liability for any direct damage inflicted on the Client will be capped at an amount excluding taxes not exceeding half of the total sum excluding taxes, actually paid by the Client for the Services provided by The Smell & Taste Lab at the date of the Client’s first claim. Moreover, The Smell & Taste Lab’s liability is excluded, and it cannot be held liable under any other title (contractual, tort, or based on another cause), including for any loss of revenue, commercial reputation loss, any missed profit, any third-party claims, any damage or data corruption, or for any other indirect loss or damage of any nature.

Article 5. Commitments of The Smell & Taste Lab

5.1 Respect for the order and professional practices

The quote or the mission contract details the various characteristics of the Service offer chosen by the Client. The Smell & Taste Lab commits, as part of a best-efforts obligation, to provide all the care and diligence necessary to implement a service of a quality conforming to the profession’s standards.

5.2 Advisory obligation

As a seller of Services of an essentially intellectual nature, The Smell & Taste Lab is only bound to an advisory and best-efforts obligation. This grants The Smell & Taste Lab the right to refuse or interrupt the Service from the moment the Client no longer adheres to the advice, recommendations, and deadlines provided by The Smell & Taste Lab, especially when these are deemed essential by The Smell & Taste Lab for the proper progress and realization of the project, as defined by The Smell & Taste Lab and accepted by the Client, on the initial quote, specifications, or mission contract.

This advisory obligation should not be construed as a performance obligation since The Smell & Taste Lab cannot be held responsible for a situation over which it does not have full control: governance within the Client’s organization, lack of element provided by the Client. The advisory obligation, but not the result, is considered in good faith but can only be optimized based on provided, known elements.

5.3 Insurances

The Smell & Taste Lab also commits to taking out the necessary professional liability insurance with a reputable insurer to cover all damages attributable to it under this contract or its execution. An Insurance certificate can be provided at the Client’s request.

Article 6. Client’s commitments

6.1 Adequacy

The Client acknowledges having verified the service’s adequacy to its needs and having received from The Smell & Taste Lab all the information and advice necessary to subscribe to this commitment with full knowledge.

6.2 Insurances

The Client also commits to taking out all necessary insurances with a reputable insurer to cover all damages attributable to it under this contract or its execution.

Article 7. Retention of title

The Smell & Taste Lab retains ownership of the Service until the full payment of the price and accessories.

The issuance of a payment instrument creating an obligation to pay (bill of exchange, draft, or other) does not constitute payment under this clause. The non-payment of any of the installments may entitle The Smell & Taste Lab to demand, at the Client’s expense, the reimbursement and/or return of the Service. These provisions do not prevent the transfer to the Client, upon delivery, of the risks of loss and deterioration of the Service as well as the damages it could cause.

Article 8. Industrial, intellectual, literary, and artistic property

8.1 Proprietary contents

Unless otherwise expressly agreed, all Intellectual Property Rights related to the Services provided by The Smell & Taste Lab remain the exclusive property of the latter.

8.2 Client’s obligations regarding contents

The Client commits to ensuring that its contents do not infringe on third-party rights and, in particular, are neither manifestly illegal nor contentious. The Client commits to acquainting itself with the rules and limits related to freedom of expression before any publication. Freedom of expression allows for criticism, the reporting of verified and proven information, but it does not allow for disparagement and defamation. Any disparagement, defamation, or allegation of inaccurate information or deliberately truncated to change its meaning may lead to prosecution against its author.

1. The content published by the Client must not harm or be contrary to public order, morality, or shock the sensibility of minors;
2. The content published by the Client must not have a pornographic character;
3. The content published by the Client must not infringe on the rights to reputation, privacy of third parties, and image;
4. The content published by the Client must not be, in the strict sense of the law, disparaging or defamatory.
5. The content published by the Client must not harm the image, reputation of a brand or any natural or legal person;
6. The content published by the Client must not harm the security or integrity of a State or territory, whatever it may be;
7. The content published by the Client must not allow third parties to obtain pirated software, software serial numbers, or any software that could harm or infringe, in any way, the rights or property of third parties;
8. The content published by the Client must not infringe on the intellectual property rights of any natural or legal person.

Article 9. Financial terms – price

9.1. Price

The price of the Service and/or services is firm and detailed in the quotes or mission contracts accepted by the Client. It is stated excluding taxes and expressed in euros, covering the total amount to be paid. Prices may be calculated as a flat rate according to the nature of the Services. By default, the daily rate (calculated on a pro-rata temporis basis) for any intervention or Service performed by The Smell & Taste Lab is CHF 1,500.00 (one thousand five hundred Swiss francs) excluding tax. It is agreed between the parties that the Client’s payment of the entire fee to The Smell & Taste Lab constitutes receipt and definitive acceptance of the Services.

9.2. Modification of the announced rates

The prices announced in the context of quotes or commercial proposals may vary based on:

1. The quality and volume of content provided by the Client and to be processed by The Smell & Taste Lab
2. Possible delays in providing information by the Client
3. Requests for modification, correction, and/or adaptation of content validated by the Client
4. Innovations, technical novelties not known to The Smell & Taste Lab on the day of the establishment of the quote and/or the order form and likely to impact the realization of the Services
5. Functional developments carried out in collaboration with the Client
6. Creative proposals made at the initiative of the Client and/or The Smell & Taste Lab

9.3 Payment terms

The payment of the Services can be made by bank transfer according to the instructions and IBAN provided by The Smell & Taste Lab.

The deadline for payment of the amounts due is set from the billing date and no later than thirty (30) calendar days following the billing date, addressed, except in exceptional cases, by email, the sending date of the email, in the absence of an error message of receipt, being proof. No discount will be granted for early payment.

Upon acceptance of the quote, the Client must pay a deposit of 30% of the total amount excluding taxes of the Service. The start of the Services will take place after cashing this amount. Intermediate installments, corresponding to the delivery of Services and/or services and/or intermediate work that may occur during the contract duration, may be requested and must be paid immediately, on the delivery date. They will be specifically mentioned within the initial quote or mission contract.

The balance will be invoiced at the end of the Service and must be paid from the billing date and within a period of thirty (30) days from the billing date.

Article 10. Delay in Payment – Penalties

10.1. In the event of non-payment at any of the deadlines, the other installments will become immediately due, even if they have given rise to drafts.

10.2. Moreover, as a penalty clause and in application of legal provisions, the buyer will automatically owe a penalty for late payment, following the legal interest rate per month of delay.

10.3. The Client is and remains entirely responsible for the payment of all sums invoiced for the Services provided by The Smell & Taste Lab, including in the case where a third-party payer intervenes on behalf of and for the account of the Client, which must in all cases be previously expressly approved by The Smell & Taste Lab.

10.4. The total or partial non-payment thirty days after the due date of any sum due under the contract will automatically and without prior formal notice result in:

1. The immediate due of all remaining amounts owed by the Client under the contract, regardless of the payment method planned,
2. The billing to the Client of moratory interest equal to 5% (five percent). This penalty is calculated on the amount excluding taxes of the sum remaining due and runs from the thirty-first (31st) day following the payment date indicated on the invoice until its total payment, without any reminder or prior formal notice being necessary. The interest is calculated pro rata temporis until the complete payment date,
3. The suspension of all ongoing Services, subject to the contract, without prejudice to The Smell & Taste Lab to use the termination clause stipulated herein.

Article 11. Delivery – Realization of the Service

Unless expressly stipulated otherwise, the delivery, regardless of the Service, is deemed to have been made at the Client’s registered office. If this delivery is delayed for a reason independent of The Smell & Taste Lab, it will be deemed to have been made on the agreed date. No postponement of the Service realization by the Client will be accepted if the postponement request is not introduced 7(seven) clear days before the Service’s start date.

Article 12. Confidentiality

The Smell & Taste Lab and the Client commit to keeping confidential the information and documents concerning the other party, of any nature they may be, financial, technical, organizational, strategic, social, or commercial, to which they could have had access during the Service execution.

Furthermore, The Smell & Taste Lab commits to:

1. Not disclosing any information about the works and services performed for its Clients,
2. Returning any document provided by the Client at the end of the mission if requested by the latter
3. Signing a confidentiality agreement if the Client wishes. The following will not be considered confidential information: (i) which are publicly available, (ii) which must be disclosed in order to carry out the legal filing formalities required by law. The clauses of the contract signed between the parties are deemed confidential and, as such, cannot be communicated to unauthorized third parties.

The above provisions do not prevent The Smell & Taste Lab from stating in its advertisements or commercial documents or commercial offers all the orders carried out with the possibility of mentioning the Client’s name or corporate name and the order’s subject, after the Service and with the Client’s agreement. The Smell & Taste Lab also reserves the right to publish unfinished projects, i.e., unsold, for advertising purposes.

This possibility does not confer any right whatsoever on The Smell & Taste Lab over the buyer’s or the Client’s brands other than those previously mentioned.

Article 13. Resolutory clause

In case of non-performance of its obligations by a party, in particular in case of non-performance of the Service by The Smell & Taste Lab or in case of total or partial non-payment by the Client, the contract with the latter may be terminated as of right to the benefit of the other party. The termination will take effect 30 (thirty) days after the sending of an unsuccessful formal notice. In case of total or partial non-payment by the buyer, The Smell & Taste Lab will be entitled to claim the restitution of the Service or its compensation, the deposits received remaining acquired as damages.

Article 14. Subcontracting

The Smell & Taste Lab is free to subcontract all or part of the Services as long as it is in the Client’s interest.

Persons working for it will comply with these General Terms and Conditions of Sale.

Article 15. Duration of the Services / Termination of the contract

The duration of the Services is defined in the quote or the mission contract.

Each party reserves the right to terminate the contract at any time in case of non-compliance by the other party with any of its obligations under the contract, without prejudice to any possible damages that could be claimed from the defaulting party. The contract will end, for this purpose, ten (10) working days after the sending by the requesting party of a registered letter with Acknowledgment of Receipt mentioning the reason for the termination, provided that the other party has not, within the period of ten (10) days, remedied the situation. In case of incapacity or impossibility to remedy within the aforementioned period, the requesting party will be entitled to terminate the Contract immediately.

Each of the parties may immediately terminate the contract in case of cessation of activity by one of the parties, cessation of payment, judicial reorganization, judicial liquidation, or any other situation producing the same effects after the sending of a formal notice addressed to the judicial administrator (or liquidator) remaining more than one month without a response, in accordance with the legal provisions in force. In case of reaching the term or termination of the contract:

1. The Service contract will automatically cease on the corresponding date
2. The Smell & Taste Lab is released from its obligations related to the subject of this contract on the termination or expiration date of the contract.
3. The Smell & Taste Lab commits to returning to the Client within thirty (30) working days following the termination or expiration of the contract, all documents or information provided by the Client if requested.

In case of termination of the agreement by the Client, the Client will owe the sums corresponding to the Services performed until the termination’s effective date and not yet paid.

Article 15 Bis. Interruption and modification of the Service by The Smell & Taste Lab

The Smell & Taste Lab may decide to refuse, interrupt, or modify the service, without compensation to the Client, from the moment:

1. the Client does not show or no longer shows sufficient solvency guarantees,
2. the Client does not have or no longer has the necessary and specific skills for the complete realization of the Service, either because the Client refuses to follow the advice given by The Smell & Taste Lab or the training provided by The Smell & Taste Lab necessary for the definitive realization of the Service, or because the Client does not have the necessary infrastructure for the complete realization of the Service,
3. The Client does not transmit or no longer transmits the information necessary for the good progress of the project and necessary for the quality of advice provided by The Smell & Taste Lab
4. The Smell & Taste Lab notes any act of hacking, fraud, or non-compliance with the code of good conduct specific to certain Services offered by The Smell & Taste Lab.

In these cases, the Client will be required to pay the sums due related to the Services performed before the breach.

Article 16. Force majeure

No party may be considered in default in the performance of its obligations and see its liability engaged if and only if this obligation is affected, temporarily or permanently, by an event or a cause of force majeure. As such, force majeure is understood as any external event, unforeseeable and irresistible, independent of its will and beyond its control, such as, in particular, indicatively and not limitatively: natural disasters, government restrictions, social unrest and riots, wars, malice, disasters in the premises of The Smell & Taste Lab, interruptions of SIG service exceeding two (2) Days, computer equipment failure, long-term absence (accident or illness). Within a maximum of five (5) working days from the occurrence of such an event, the defaulting party for force majeure reasons undertakes to notify the other party by registered letter with acknowledgment of receipt and to provide proof of it.

The defaulting party will make all efforts to eliminate the causes of the delay and will resume the execution of its obligations as soon as the invoked case has disappeared. However, if the cause of force majeure lasts beyond a period of fifteen (15) working days from the date of receipt of the notification of the case of force majeure, each party will have the right to terminate the agreement, without granting damages and interests. Said termination will take effect on the date of receipt by the other party of the termination letter sent by registered mail with Acknowledgment of Receipt. In the case where the agreement is terminated by the Client for force majeure reasons, the Client must pay to The Smell & Taste Lab all amounts due up to the termination date.

Article 17. Assignment

Neither the Client nor The Smell & Taste Lab is authorized to assign, transfer, delegate, or sublicense the rights and obligations arising from the contract, in any form, to another company, except with the prior and written agreement of both parties mentioned.

Article 18. Partial nullity

If any of the provisions of these General Terms and Conditions of Sale is deemed or declared null or unenforceable by a competent court, the other provisions will remain fully in force and will be interpreted to respect the original intention of the parties expressed in these General Terms and Conditions of Sale.