1. Scope and contracting parties (1) These terms apply exclusively to entrepreneurs (§ 14 German Civil Code), legal entities under public law and special funds under public law. (2) Contracting party/provider: Nutriomix GmbH, Zeppelinring 36, 88400 Biberach an der Riß, Germany, represented by managing director Holger Stromberg, info@nutriomix.ai, support@nutriomix.ai, HRB 739570 (Local Court Ulm), VAT ID DE328238726. (3) Deviating terms and conditions of the partner do not become part of the contract unless Nutriomix expressly agrees to them in writing.
2. Definitions "NBS" = Nutriomix Balance Score; "designation" = "Nutriomix Inside", NBS seal and other marks/signets; "platform" = digital Nutriomix services (e.g., engine/API, including beta modules); "products" = goods/services of the partner promoted with NBS/designation; "first mover" = pilot partner with licence-free introductory phase.
3. Subject matter of the contract (1) Nutriomix grants the partner a simple (non-exclusive), non-transferable and non-sublicensable licence to use the NBS and the designation for the agreed scope (co-branding/packaging/communication). If booked, the partner receives access to the platform and modular services (including analyses/optimisation/communication support). (2) Medical or therapeutic success is not owed; information is of a nutritional science and educational nature only.
4. Scope of services and approvals (1) Licence & co-branding: use of NBS/designation strictly in accordance with the CI/style guide and only after prior approval for each product/packaging design/score representation; changes require renewed approval. (2) Platform (SaaS/API): access according to the package booked; availability on a "best effort" basis. Beta modules (e.g., sensory module, taste matching) are provided "as is" without SLA or success commitment. (3) Services: include, among others, recipe/raw material analyses ("raw material onboarding & research"), score assessments, claim/communication advisory and marketing modules as per offer.
5. Cooperation duties and compliance (1) The partner is responsible for legally compliant communication (in particular EU health-claim regulation/EU food information regulation). Nutriomix offers advice only upon separate engagement; the partner implements admissible health claims at its own responsibility. (2) The partner must not alter or use the designation/NBS visuals in a misleading manner. (3) Reporting/audit (turnover-based licence): the partner submits auditable sales reports in the agreed cycle and grants Nutriomix access to relevant, confidential documents following reasonable notice.
6. Rights to results, IP and know-how protection (1) All rights to methodology, algorithms, databases, software, scores, designations and documentation remain with Nutriomix; only the usage rights required for contract performance are granted. (2) Results/reports/guidelines may be used internally and solely for implementation of the licensed products; disclosure to third parties requires prior consent from Nutriomix.
7. Fees and payment terms (1) Licence fee: turnover-based 5–15% of net revenue per licensed product (tiers/definitions in the individual contract) or, alternatively, a product-line flat fee; API/platform and services as per offer. (2) Payments are due in EUR within 21 calendar days net from invoice date. (3) Offsetting/retention is permitted only with undisputed or finally adjudicated claims.
8. Term and termination (1) Platform usage: may be terminated monthly with 14 days' notice to the end of the month; no automatic renewal; access ends when termination takes effect. (2) Products with NBS/designation: minimum term of 12 months per active product; automatic renewal for a further 12 months unless terminated at least 3 months before the end of the term. (3) Termination of the product licence: the product-specific licence ends only once all Nutriomix claims for the relevant products have been removed from all public channels (POS, online shop/website, social media, PR/sales materials); the burden of proof lies with the partner (suitable evidence, e.g., delisting/depublication). (4) Extraordinary termination for good cause (in particular serious IP/designation violations, repeated late payment despite reminder) remains unaffected.
9. First-mover pilot provision (1) Licence-free phase of 3 months starting from the official POS launch or from the start of sales-promoting communication (e.g., publication of initial claims/visuals/story cards, social/newsletter/landing page, tastings/events/reels). (2) After expiry the regular licence pursuant to the contract or an alternative written agreement automatically applies. (3) All IP, approval, reporting and confidentiality rules of these terms remain in force during the pilot phase.
10. Warranty and scientific notes (1) Nutriomix performs services with professional care and in line with the current state of science and regulation; no specific economic or health success is owed. (2) No medical consultation/treatment; no guarantee for specific health outcomes or sales performance.
11. Liability (1) Unlimited liability applies in cases of intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and where an express guarantee has been assumed. (2) In cases of simple negligence Nutriomix is liable only for breaches of essential contractual obligations (cardinal duties); liability is then limited to the typical, foreseeable damage. (3) Nutriomix is not liable for unlawful claims/designations or other regulatory infringements by the partner; the partner indemnifies Nutriomix against third-party claims in this respect.
12. Confidentiality (1) The parties treat non-public information as confidential; disclosure is permitted only where required for contract performance and subject to appropriate safeguards. (2) Exceptions: information already public, lawfully known by third parties, independently developed, or disclosure mandated by law/authority. (3) The confidentiality obligation applies for at least 3 years after contract end.
13. Data protection (1) Personal data are processed in accordance with applicable law; details follow from the privacy policy and, where necessary, a separate data processing agreement. (2) Recipe/raw material data – insofar as non-personal – constitute trade/business secrets.
14. References Reference use (logo/case) requires the partner's prior consent; consent may be refused for objective reasons.
15. Force majeure No liability for performance disruptions caused by events beyond reasonable control (e.g., war, natural disasters, labour disputes, network outages). Contractual and performance deadlines are extended accordingly.
16. Governing law, venue, language (1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (2) Place of jurisdiction – to the extent legally permissible – is Biberach an der Riß. (3) Contract language: German.
17. Final provisions (1) Amendments/modifications require written form. (2) Assignment requires Nutriomix consent; § 354a German Commercial Code remains unaffected. (3) Severability clause: invalid provisions are replaced by valid regulations that come closest to the economic purpose of the invalid provision.
Updated 20 Oct 2025