Terms of Sales

Version in force on 1 January 2021

ARTICLE 1 - Scope

These Terms of Sales apply, without restriction or reservation, to any purchase of the services of the Flavour Manager® web solution ("the Services" or "the Web Solution" or "Flavour Manager" or "FlavourManager.com") offered by QR Flavour Solutions ("the Service Provider") to professional customers ("The Customers" or "The Customer") on its website FlavourManager.com.

The Flavour Manager® Paid Services are reserved for professional customers, and are extended free of charge to certain students and teachers in the field of food flavouring and / or agrifood, upon proof, for academic use only, respecting the terms specified in the Terms of Use of the website. As part of free access for academic use, these Terms of Sales apply.

The main characteristics of the Services are presented on the website FlavourManager.com. The Customer is required to read it before placing an order. The choice and purchase of a Service is the sole responsibility of the Customer.

These conditions apply to the exclusion of all other conditions, and in particular those applicable to other marketing channels for the Services.

They may be supplemented by special conditions, set out on the website, before any transaction with the Customer.

These Terms of Sales are accessible at any time on the website and will prevail, where applicable, over any other version or any other contradictory document.

Unless proven otherwise, the data recorded in the service provider's computer system constitutes proof of all transactions concluded with the Customer.

In accordance with the French Data Protection Act of January 6, 1978 ("loi Informatique et Libertés du 6 janvier 1978"), reinforced and supplemented by the GDPR (general data protection regulation) which entered into force on May 25, 2018, the Customer has, at any time, a right of access , rectification, opposition, erasure and portability of all of their personal data by writing, by post or email, and justifying their identity, to the service provider whose head office is domiciled at the following address:

QR Flavour Solutions

40 rue d'Hautpoul

75019 Paris, France

contact@FlavourManager.com

The Customer declares to have read these Terms of Sales and to have accepted them by checking the box provided for this purpose before implementing the online ordering procedure as well as the general conditions of use of the website FlavourManager.com.

The validation of the order of Services by the Customer implies acceptance without restriction or reservation of these Terms of Sales.

The Customer acknowledges having the capacity required to contract and acquire the Services offered on the website FlavourManager.com.

These Terms of Sales may be subject to subsequent modifications, the version applicable to the Customer's purchase is the one in force on the website on the date the order is placed.

ARTICLE 2 - Orders

The Customer selects on the website the services they wish to order, by connecting to the "Pricing" and "Subscription" pages, and by choosing a service offer among the following subscriptions: BASIC, ADVANCED, EXPERT, PREMIUM, EDUCATION.

Depending on the subscription chosen, the Customer has full or restricted access to the website, according to the terms specific to each subscription explained prior to the order.

The contractual information is presented in French or English and is the subject of a confirmation at the latest at the time of the validation of the order by the Customer.

The registration of an order on the Service Provider's website is carried out when the Customer accepts these Terms of Sales by checking the box provided for this purpose and confirms their order. The Customer has the possibility to check the details of their order, its total price and to correct any errors before confirming their acceptance (article 1127-2 of the French Civil Code). This validation implies acceptance of all of these Terms of Sales and constitutes proof of the contract of sale.

It is therefore the Customer's responsibility to verify the accuracy of the order and to immediately report any errors.

The sale of Services will only be considered final after sending the Customer confirmation of the acceptance of the order by the Service Provider, by email and after receipt by the latter of the full price.

Any order placed on the website FlavourManager.com constitutes the formation of a contract concluded at a distance between the Customer and the Service Provider.

QR Flavour Solutions reserves the right to cancel or refuse any order from a Customer with whom there is a dispute relating to the payment of a previous order.

Once confirmed and accepted by the Seller, under the conditions described above, the order cannot be modified.

Once confirmed and accepted by the Seller, under the conditions described above, the order cannot be canceled, except for the exercise of the right of withdrawal or case of force majeure.

Placing an order on the website FlavourManager.com implies the conclusion of a contract for a minimum period of 12 months. When the Customer has expressly requested it by checking the box provided for this purpose when ordering, the order is tacitly renewed on the anniversary date for an additional period of 12 months.

At any time, the Customer who has opted for the tacit renewal of their subscription may cancel this tacit renewal, by unchecking the box provided for this purpose in their customer personnal space or by requesting it by email. This option to cancel the tacit renewal of their subscription is reminded to the Customer by email one month before the date of said tacit renewal, in accordance with the terms of Article L 215-1 of the French Consumer Code (Code de la Consommation).

ARTICLE 3 - Prices

The Services offered by the Service Provider are provided at the rates in effect on the website FlavourManager.com, when the Service Provider registers the order. The prices are expressed in Euros, VAT excluded.

The prices take into account any reductions that would be granted by the Service Provider under the conditions specified on the website FlavourManager.com.

These prices are firm and cannot be revised during their period of validity, as indicated on the website FlavourManager.com, the Service Provider reserving the right, outside this period of validity, to modify the prices at any time.

The costs of processing and managing the order are included in the price indicated on the website FlavourManager.com and do not give rise to additional invoicing.

An invoice is established by the Service Provider and delivered to the Customer by email when the Services ordered are provided.

ARTICLE 4 - Payment terms

The price is payable in cash, in full on the day the order is placed by the Customer, according to the terms specified in the "Orders" article above, by secure payment according to the following terms:

• By bank cards: Bank card, Visa, MasterCard, American Express, other bank cards,
• By SEPA direct debit,
• By Wire Transfer.

Payment by credit card is irrevocable, except in the event of fraudulent use of the card. In this case, the Customer may request the cancellation of the payment and the return of the corresponding sums.

Payment data is exchanged in encrypted mode using the 3D Secure 2 (3DS2) protocol.

The Service Provider will not be required to provide the Services ordered by the Customer if the price has not been paid in full beforehand under the conditions and above indicated.

Payments made by the Customer will only be considered final after actual receipt of the sums due by the Service Provider.

The Service Provider reserves the right, in the event of non-compliance with the payment conditions set out above, to suspend or cancel the provision of the Services ordered by the Customer and/or to suspend the performance of its obligations.

No additional costs, greater than the costs borne by the Service Provider for the use of a means of payment, may be billed to the Customer.

ARTICLE 5 - Provision of Services

The Services ordered by the Customer take the form of unlimited access to the website FlavourManager.com for a period of 12 months, in particular access to the "private" area of ​​the website including (non-exhaustive list):

• The flavour library (creation, management, referencing of flavourings, sharing within the user's company),
• The regulatory check module (verification of regulatory compliance of foods containing flavourings and editing of detailed reports), restricted where applicable to foods permitted by the selected subscription formula,
• The flavour creation console module, if applicable, if the chosen subscription plan allows it.
• The library of ingredients (creation, management, listing of ingredients, sharing within the user's company), if the chosen subscription formula allows it.

These services are provided under the conditions provided for in these Terms of Sales, immediately from the final validation of the order, except when the Customer has explicitly requested when ordering a start date for the subscription that is different from the date of the order. order, in which case the services will be provided from the said subscription start date.

The Service Provider undertakes to make its best efforts to provide the Services ordered by the Customer, within the framework of an obligation of means and within the deadlines specified above.

If the services ordered have not been provided within 10 days after the indicative date specified above, for any reason other than force majeure or the act of the Customer, the sale may be canceled at the written request of the Customer, under the conditions provided for in Articles L 216-2 L 216-3 and L241-4 of the French Consumer Code (Code de la Consommation). The sums paid by the Customer will then be returned to them at the latest within fourteen days following the date of termination of the contract, to the exclusion of any compensation or withholding.

The identification of the Service Provider is as follows:

• Name - Denomination: QR Flavour Solutions
• Social form: SAS
• Share capital: 2000 euros
• Headquarters: 40 rue d'Hautpoul, 75019 Paris, France
• Registration number: 892 506 395 RCS Paris

In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, they will be deemed to comply with the order, in quantity and quality.

The Customer will have 30 days from the provision of the Services to issue, in writing, such reservations or complaints, with all the supporting documents relating thereto, to the Service Provider.

No complaint can be validly accepted in the event of non-compliance with these formalities and deadlines by the Customer.

The Service Provider will reimburse or rectify the Customer (to the extent possible) as soon as possible and at its expense, in accordance with the appropriate terms and conditions approved by the Customer, the Services for which the lack of conformity has been duly proven by the Customer.

The Service Provider expressly reserves the right, without compensation, the right to modify all or part of the Web Solution at any time, to update it, and, if necessary, its presentation or its support and to interrupt the updates which would no longer meet its objectives.

The guarantees that the Service Provider may be required to grant on the Web Solution cannot under any circumstances extend to the environment in which it is installed and in particular to the solutions of other companies such as an operating system or a treatment of text.

ARTICLE 6 - Right of withdrawal

As the Services are reserved for professional clients, the Client has no legal withdrawal period.

ARTICLE 7 - "Satisfied or refunded" clause

If the Customer is dissatisfied with the Services provided, and subject to never having been a customer of FlavourManager.com or never having benefited from a subscription offered, they may request within 30 days of the conclusion of the contract, without having to justify reasons or pay a penalty, termination of the contract at the expense of the Service Provider.

The request must be sent by the Customer to the Service Provider in writing, by post or email, using the "satisfied or refunded" reimbursement request form provided in Annex 1 of these General Terms and Conditions of Sale.

The Service Provider will reimburse the Customer within 30 days and at its expense, according to the appropriate terms and conditions approved by the Customer, for the Services subscribed by the Customer.

A Customer who has exercised this "satisfied or reimbursed" clause cannot exercise it again within 24 months from the date of reimbursement, regardless of the subscription formula chosen.

ARTICLE 8 - Responsibility of the Service Provider - Guarantee

The Services provided through the Provider's website FlavourManager.com comply with the regulations in force in France. The Provider cannot be held liable in the event of non-compliance with the legislation of the country in which the Services are provided, that it belongs to the Customer, who is solely responsible for the choice of the Services requested, to check.

The regulatory data provided by the Flavour Manager® web solution comes from European regulations, and enables the customer to be informed about the use of flavourings in foodstuffs in accordance with European law. These data are provided for information only and the service provider can in no way be held responsible for any use of this data by the customer, who is responsible for verifying and ensuring the regulatory compliance of their products (food flavourings, foodstuffs, …) Where applicable.

The provider does not guarantee that the services are secure, free of bugs or viruses, nor immune from interruptions, errors, theft or destruction.

The texts used for verifying the regulatory compliance of products are expressly cited in the verification reports provided to the customer. It is the customer's responsibility to ensure that the regulatory compliance simulations carried out via the Flavour Manager® web solution are in line with all the laws of their country, as well as to verify by any means in their possession said regulatory compliance of their product.

The European regulations taken into account by Flavour Manager® are as follows, in their most recent updated version:

• Regulation (EC) No 1334/2008 of the European Parliament and of the Council of 16 December 2008 on flavourings and certain food ingredients with flavouring properties for use in and on foods, in particular its annex 1 "Union list of flavourings and source materials" and its annex 3 "Presence of certain substances"
• Regulation (EC) No 1333/2008 of the European Parliament and of the Council of 16 December 2008 on food additives, in particular its annex 3 part 4 "Food additives including carriers in food flavourings"
• Regulation (EU) No 1321/2013 of 10 December 2013 establishing the Union list of authorised smoke flavouring primary products for use as such in or on foods and/or for the production of derived smoke flavourings,
• Regulation (EU) No 1169/2011 of the European Parliament and of the Council of 25 October 2011 on the provision of food information to consumers, in particular its Annex 3 "Foods for which the labelling must include one or more additional particulars"
• Various European directives specifying certain rules relating to the use of flavourings in certain specific foods.

The data and information resulting from these regulations, and their use in the context of regulatory compliance simulations by the Customer, as returned by the web solution, cannot constitute an interpretation of the provisions of Community law, which falls within the sole competence of the courts. These data are provided for information only and their use remains the sole responsibility of the Customer.

The Service Provider undertakes to update the regulatory databases of the FlavourManager.com web solution according to regulatory developments in European law within 90 days of the publication of the texts.

The provider cannot be held liable for any damage suffered by the customer or by a third party resulting directly or indirectly from the non-compliance by the customer with any of their obligations, negligence, use of the web solution has purposes other than those known, for the use made, in its capacity as a professional, of the information contained in the web solution and the interpretations it makes of it, the results it obtains, the advice that they deliver and acts that they drafts, which are carried out under the sole responsibility of the client.

The customer is warned when subscribing to the web solution that it is intended for professionals and that it is in no way intended to substitute for their judgment or to shoulder their responsibilities.

The Customer is solely responsible for the choice of the Web Solution, having received the necessary and sufficient advice and information on its conditions of use, its capacities and performance limits; and the use and/or interpretations they make of the documents and data they consult, the results they obtain, deduces and/or issues.

The responsibility of the Service Provider can only be engaged in the event of proven fault or negligence and is limited to direct damage to the exclusion of any indirect damage of any nature whatsoever, such as in particular any loss of opportunity or result. or operating. The total amount of compensation and any sum charged to the Publisher may not exceed the total amount of the price paid annually by the Customer for the Product concerned.

ARTICLE 9 - Protection of personal data

Pursuant to French Law 78-17 of January 6, 1978 amended by Law No. 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Customer are necessary for the processing of their order and the establishment of invoices, among other things.

These data may be communicated to any partners of the Seller responsible for the execution, processing, management and payment of orders.

The processing of information communicated through the website FlavourManager.com meets the legal requirements for the protection of personal data, the information system used ensuring optimal protection of this data.

The Customer has, in accordance with national and European regulations in force, a right of permanent access, modification, rectification, opposition, portability and limitation of processing with regard to information concerning them.

ARTICLE 10 - Intellectual property

The content of the website FlavourManager.com is the property of the Seller and its partners and is protected by French and international laws relating to intellectual property.

Any total or partial reproduction of this content is strictly prohibited and is liable to constitute an offense of counterfeiting.

ARTICLE 11 - Unpredictability

In the event of a change in unforeseeable circumstances during the conclusion of the contract, in accordance with the provisions of article 1195 of the French Civil Code, the Party which has not agreed to assume a risk of excessively onerous performance may request a renegotiation of the contract to its co-contracting party.

ARTICLE 12 - Force majeure

The Parties cannot be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the French Civil Code.

ARTICLE 13 - Applicable law - Language

These Terms of Sales and the operations resulting from them are governed by French law.

They are written in French and English. In the event that they are translated into one or more languages, only the French text will prevail in the event of a dispute.

ARTICLE 14 - Disputes

All disputes to which the purchase and sale transactions concluded in application of these Terms of Sales could give rise, concerning their validity, interpretation, execution, termination, consequences and consequences and which could not have been be resolved between the seller and the customer will be submitted to the competent courts under the conditions of common law.

The Customer is informed that they may in any event have recourse to conventional mediation, in particular with the Commission for consumer mediation (French Consumer Code -Code de la Consommation-, article L 612-1) or with existing sectoral mediation bodies, and whose references appear on the website FlavourManager.com or to any alternative dispute resolution method (conciliation, for example) in the event of a dispute.

ARTICLE 15 - Pre-contractual information - Customer acceptance

The Customer acknowledges having been informed, prior to placing their order and concluding the contract, in a readable and understandable manner, of these Terms of Sales and of all the information listed in article L. 221-5. of the French Consumer Code (Code de la Consommation), and in particular the following information:

• The essential characteristics of the Services, taking into account the communication medium used and the Service concerned,
• The price of the Services,
• In the absence of immediate execution of the contract, the date or the deadline at which the Service Provider undertakes to provide the Services ordered,
• Information relating to the identity of the Service Provider, its postal, telephone and electronic contact details, and its activities, if it does not appear from the context,
• Information relating to legal and contractual guarantees and their implementation methods,
• The functionalities of the digital content and, where applicable, its interoperability,
• The possibility of resorting to conventional mediation in the event of a dispute,
• Information relating to the right of withdrawal (existence, conditions, deadline, modalities for exercising this right and standard withdrawal form), the terms of termination and other important contractual conditions,
• Methods of payment accepted.

The fact that a natural or legal person places an order on the website FlavourManager.com implies full and complete acceptance and acceptance of these Terms of Sales and the obligation to pay for the Services ordered, which is expressly recognised by the Customer, who waives , in particular, to take advantage of any contradictory document, which would be unenforceable against the Service Provider.

ANNEX 1 - "Satisfied or reimbursed" reimbursement request form

This form must be completed and returned only if the Customer wishes to exercise the "satisfied or refunded" clause provided for in article 7 of these Terms of Sales and thus cancel, at the Service Provider's expense, the order placed on FlavourManager.com.

Postal mail to the attention of QR Flavour Solutions, 40 rue d'Hautpoul, 75019 Paris, France

OR

Email to the attention of contact@FlavourManager.com

"I, the undersigned ……………………… belonging to the company ………………………, after having used the services of the FlavourManager.com web solution, declare that I am not satisfied with the services provided and wish to cancel my order n° ……………………… placed on ………………………, in accordance with article 7 - "satisfied or refunded" clause of the Terms of Sales. I request a full refund of the subscription purchased within 30 days and I understand that in this way, my company will no longer be able to avail itself of this "satisfied or refunded" clause in the future."