These Terms & Conditions (“Terms”) apply to any legal entity (the “Client”) requesting or accepting an introduction to an independent expert, advisor, or industry professional (each, an “Expert”) through FoodTech Experts, a trade name by Bright Green Partners B.V., a limited liability company in Helmond, The Netherlands, having its registered office and its principal place of business in Helmond at (5709RA) Arcenlaan 34, legally represented in this matter by: Ms. Floor Buitelaar, Managing Partner, registered at the Chamber of Commerce (filenumber 80727077) (“FTE”).
By requesting, accepting, or proceeding with an introduction to an Expert via FTE, the Client agrees to these Terms.
FoodTech Experts (FTE) and Client are each referred to as a “Party” and together as the “Parties”.
FTE facilitates introductions between Client and independent experts, advisors, or industry professionals (each, an “Expert”) in connection with potential advisory services, strategic discussions, transactions, or other business opportunities (each, a “Project Scope”).
This Agreement governs such introductions.
The Client acknowledges that the following constitute confidential information of FTE:
Client shall not disclose such information to any third party without FTE’s prior written consent, except where required by law.
In consideration of FTE arranging the introduction of an Expert, the Client agrees that:
For a period of twenty-four (24) months from the date of each Expert introduction (the “Restricted Period”), the Client shall not, directly or indirectly (including through any affiliate, subsidiary, parent company, advisor, agent, contractor, or related entity):
any commercial relationship, agreement, advisory engagement, consultancy arrangement, employment relationship, collaboration, or transaction of any kind with the introduced Expert without the prior written consent of FTE.
Any such engagement during the Restricted Period shall be conducted
exclusively through FTE unless otherwise agreed in writing by FTE.
The restriction in Clause 3 shall not apply if Client can demonstrate, with written evidence, that:
If Client breaches Clause 3, Client shall be liable to FTE for a fee equal to the service fee, commission, or other compensation that would have been payable to FTE had the engagement been conducted through FTE.
This shall be without prejudice to any additional rights or remedies available to FTE under applicable law.
The first ten (10) minutes of any scheduled consultation shall be used by the Client and the Expert to confirm and align on the scope, expectations, and relevance of the engagement.
If the consultation is terminated by either party within the first ten (10) minutes due to a material mismatch in scope or relevance, no fee shall be charged to the Client and no payment shall be due to the Expert.
If the consultation continues beyond the first ten (10) minutes, the Client shall be deemed to have accepted the consultation, and the full agreed fee for the session shall be payable.
If the Client cancels a scheduled consultation with less than twenty-four (24) hours’ notice, or fails to attend the consultation, FTE reserves the right to charge the full consultation fee.
FTE acts solely as an intermediary facilitating introductions and consultations between Clients and Experts. Experts are independent contractors and are not employees, agents, or representatives of FTE.
Unless otherwise agreed in writing, invoices are payable within fourteen (14) days from the invoice date.
Payments shall be made via bank transfer or credit card payment (via PayPal incl. a 3.5% processing fee)
Late payments are subject to a 5.0% monthly interest, applied for every full or partial month that the payment is overdue, starting from the 7th day after the due date. For example, if payment is 7 days or more overdue, a full 5.0% surcharge will be added, and for each additional 30 days or part thereof that the invoice remains unpaid, another 5.0% will be charged.
All Fees are stated exclusive of VAT or any applicable taxes, which shall be borne by the Client where applicable.
The Client shall make all payments in full without any set-off, counterclaim, or deduction.
FTE does not provide advisory services and does not verify the accuracy, completeness, or reliability of any information provided by Experts.
FTE shall not be liable for any loss, damage, or decision made by the Client based on information obtained through an Expert.
The Client agrees not to request, and the Expert agrees not to disclose, any confidential, proprietary, or non-public information in violation of applicable laws or obligations.
Nothing in this Agreement obligates Client to enter into any engagement with the Expert.
This Agreement shall remain in effect for twenty-four (24) months from the date of each Expert introduction.
The obligations under Clauses 2 (Confidentiality of Introduction), 3 (Non-Circumvention), and 5 (Fee Protection) shall survive termination or expiration of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of The Netherlands.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of The Netherlands.
These Terms shall become effective upon the Client’s written confirmation by email.
Email confirmation from a corporate email domain of the Client shall constitute valid and binding acceptance of these Terms and shall create a legally binding agreement between the Parties.
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