SERVICE DESCRIPTION & GENERAL TERMS OF COOPERATION

Service Package: Vytal ONSITE+CLEAR
‍Version 0.0, 21.04.2024
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1 Description of Services in the Service Package Vytal ONSITE+CLEAR

1.1 General 

The services included in the Vytal ONSITE+CLEAR service package range from ordering products from Vytal’s extensive and high-quality reusable portfolio in the categories of food containers, cups, and cutlery for the duration of the assignment, to support through logistical services on the event premises before, during, and after the event, as well as the provision of detailed reporting data on the use of reusable products—all the way to deposit clearing among the individual food & beverage stations and their settlement (clearing).

‍1.2 Delivery & Collection
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‍1.2.1 Vytal ONSITE+CLEAR includes the timely delivery of the reusable products ordered by the customer, delivered curbside on the pre-agreed date, as well as the collection of the ordered goods by Vytal after the end of the event.

1.2.2 The specific dates and locations for delivery and collection will be agreed upon by Vytal and the customer during event preparation.

1.2.3 Both the delivery and collection of the reusable products by Vytal take place Monday to Friday between 08:00 am and 06:00 pm. Delivery or collection outside these hours is only possible with prior arrangement.

1.2.4 It is the customer's responsibility to ensure that they or an authorized representative is present at the agreed location and time for the delivery or collection of the rented reusable products.

1.2.5 Vytal delivers all rented reusable products cleaned, sorted by type, and sealed in transport boxes in the agreed packaging units. Orders smaller than the agreed packaging unit per product type are not permitted.

1.2.6 Vytal delivers the ordered reusable products packed in transport boxes on pallets to the agreed event address. Vytal is also responsible for unloading the delivered goods and coordinates the on-site conditions with the customer during event preparation. The customer shall provide Vytal with the necessary loading vehicles. If Vytal is required to organize loading vehicle(s) itself for the unloading process, Vytal reserves the right to charge the customer separately for this service.

1.2.7 Vytal organizes and is responsible for the pickup of all rented reusable products and other rental items from the event site, including their preparation for transport (e.g., loading). The time of pickup and on-site conditions will be coordinated in advance with the customer to ensure smooth event logistics. The customer shall provide Vytal with the necessary loading vehicles. If Vytal is required to organize loading vehicle(s) itself for the pickup process, Vytal reserves the right to charge the customer separately for this service.

1.2.8 In general, for all logistics and service activities related to delivery and collection, any waiting times for which Vytal is not responsible (e.g., access to the premises is blocked due to a locked door or other suppliers obstructing the entrance) must be covered by the customer.
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1.3 Cleaning and Hygiene
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‍1.3.1 Vytal undertakes to provide ready-to-serve reusable products in a hygienically flawless condition in accordance with applicable food safety regulations. This means that all reusable products are packed and sealed in Vytal transport boxes after undergoing an industrial cleaning and drying process. All sealed transport boxes are therefore considered cleaned and suitable for use.

1.3.2 After the event, Vytal assumes responsibility for the professional cleaning of the reusable products that were actually used. "Actually used" refers to all products from transport boxes that have been opened and are therefore no longer sealed. This procedure ensures sustainable and safe reuse.

1.3.3 If Vytal finds upon return that sealed transport boxes are to be considered soiled despite being sealed, Vytal may charge the affected boxes and their contents at the agreed price (Cleaning Price) according to Section 3.2. In such cases, Vytal will document the condition of the goods with photos and can provide these to the customer upon request.

1.4 Logistical Handling
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‍1.4.1 As part of the Vytal ONSITE+CLEAR service package, Vytal is also responsible—following successful delivery—for the storage and distribution of reusable products to the food & beverage stations at the customer’s event. These services are described in detail below:

1.4.2 Distribution to Food & Beverage Stations: To ensure smooth food service operations, Vytal supplies all food & beverage points on the event premises with sufficient quantities of reusable products—sorted by type and sealed in transport boxes—according to a schedule agreed upon with the customer during event preparation. This includes, within the scope of the total ordered quantity, an initial setup of the food & beverage stations before the event begins, as well as availability for restocking from the on-site storage facility set up by Vytal (see 1.4.4). Vytal provides staff (so-called supervisors and, if necessary, helping hands) for this purpose. Upon agreement, the customer may also provide their own staff (helping hands) for distribution, which will be coordinated by Vytal’s supervisors.
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1.4.3 Return from Food & Beverage Stations: Vytal also organizes the proper return of used reusable products from the food & beverage stations at the event. The exact process for the return on the event premises will be coordinated with the customer during event preparation. Vytal distinguishes between sealed and opened transport boxes during the return process. Reusable products in still-sealed transport boxes are considered cleaned, while those in opened transport boxes are considered used and must be cleaned—even if not all products in the opened box were actually used. If, upon return, Vytal finds that sealed transport boxes are nonetheless soiled, Vytal may charge the customer for the affected boxes and their contents according to the agreed cleaning price (see Section 3.2).

1.4.4 Storage: Vytal is responsible for the secure storage of the reusable products ordered by the customer on the event premises, ensuring protection against theft and damage by third parties. The storage setup will be coordinated with the customer during event preparation. The customer supports Vytal by providing a storage room free of charge that meets the following requirements. If the customer is unable to provide a storage setup as described below, Vytal reserves the right to charge the customer separately for any additional effort incurred as a result:
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- Weather-protected
- Minimum access width and height of three (3) meters each
- Ground-level, obstacle-free access
- Lockable, with access restricted to authorized Vytal staff only
- 24/7 access
- Adequate lighting during the day and night (at least one central light source)
- At least two (2) power outlets (low voltage sufficient)

1.4.5 Information and Communication: Vytal is responsible for ensuring simple and fast communication with the food & beverage stations on the event premises before and during the event. This includes providing general information regarding the event procedures related to Vytal’s services, as well as establishing communication channels during the event to enable, for example, smooth reorders. The customer supports Vytal in providing this service by supplying all contact details (name, mobile number, email address, and booth number) of the relevant food & beverage stations on the event premises.

1.4.6 In general, the customer undertakes to ensure during the rental period that third parties do not damage Vytal's property. Rental goods are considered damaged - particularly reusable products - if they show signs of burn damage (e.g., from cigarettes) or stress fractures, but not signs of wear and tear (e.g., faded color) that are expected through proper use.

1.5 Distribution to and Return from Consumers

‍1.5.1 The customer is free to decide how the reusable products rented from Vytal are distributed to their consumers.

1.5.2 Distribution can take place either on a trust basis or with a deposit.

1.5.3 The organization of the distribution of reusable products to end consumers is the responsibility of the customer or any subcontractors commissioned by the customer.

1.5.4 By default, the return of used reusable products from end consumers and the refunding of any deposit take place at the food & beverage stations during the event. This is independent of the monetary deposit reconciliation (clearing) required at the end of the event between the individual food & beverage stations, which is handled by Vytal via the final invoice.

1.5.5 Upon request, the customer may commission Vytal to organize the return of used reusable products from end consumers through central return points as an additional service.

1.6 Cooperation with Subcontractors

‍1.6.1 Both parties are entitled to delegate the handling of reusable products at their events to subcontractors, but remains the sole and fully responsible contractual partner and invoice recipient vis-à-vis Vytal.

1.6.2 As part of the Vytal ONSITE+CLEAR service package, the customer delegates the ordering of reusable products to food & beverage stations subcontracted by them. These stations place legally binding orders with Vytal based on this framework agreement and also act as the invoice recipients in relation to Vytal.

1.6.3 For each event, Vytal informs the food & beverage stations about the ordering process and collects the information necessary for invoicing (e.g., name, address, company details, and if applicable, a copy of a personal ID).

1.6.4 Vytal registers all food & beverage stations as customers in its system.

1.6.5 Vytal also reserves the right to refuse delivery to any food & beverage stations with outstanding or written-off debts owed to Vytal.
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‍1.7 Tracking and Monitoring
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‍1.7.1 As part of the Vytal ONSITE+CLEAR service package, Vytal uses its proprietary tracking software (Vytal Partner App), developed specifically for the efficient management of reusable products, to ensure seamless tracking of all distribution and return processes to and from the food & beverage stations, as outlined in section 1.4.

1.7.2 The use of the Vytal Partner App enables Vytal to track, in a transparent and seamless manner, the packaging of reusable products at Vytal’s central warehouse, their delivery to the event location, and their distribution to the respective food & beverage stations on the event premises.

1.7.3 The tracking of delivery and return processes described in 1.7.2 ensures, on the one hand, transparent and efficient billing with all participating food & beverage stations based on usage data, and on the other hand, maximum transparency and security during distribution to the food & beverage stations throughout the event. Billing, transparency, and security are made possible by the following core features of Vytal’s software:

- Digital twin of the event in Vytal’s software: As part of event preparation, Vytal sets up each food & beverage station in its system, enabling precise tracking of delivery and return of the ordered reusable products.
- Tracking of every delivery and return per packaging unit: Each distribution and return is recorded via scan using the Vytal Partner App, additionally documented with photos, and assigned to the corresponding food & beverage station. Each station receives real-time email confirmation of the quantities of reusable products delivered or returned.
- Personalized verification: Vytal incorporates a security level during delivery and only delivers to or accepts returns from authorized individuals. These individuals receive a so-called Vytal Card in advance, which they must use to identify themselves to Vytal before receiving or returning reusable products.

1.7.4 By using the features described in section 1.7.3, Vytal’s tracking software generates valuable data that enables, on the one hand, quick and detailed billing with each participating food service provider after the event, and on the other hand, provides the customer with insight into the usage of reusable products by product type and the return rate across the entire event. This data is useful for evaluating the sustainability of reusable usage at the event and also enables the customer to review the vendors’ sales and identify areas for improvement.

1.7.5 The use of the features described in section 1.7.3 particularly generates all necessary data to enable and carry out a clearing process between the participating food & beverage stations for each event with regard to the deposit or loss value of the reusable products used and returned.

2 Customer’s Duty to Cooperate

‍2.1 The customer undertakes to provide Vytal in a timely manner with all operational information necessary for the execution of the order. This includes, for example, delivery address and times, site requirements, on-site contact, etc. Vytal will request this information as part of the order preparation process.

2.2 Furthermore, the customer undertakes to provide Vytal with timely and free access to the necessary premises, as well as to allow the use of relevant infrastructure, including electricity supply, water connection, sanitary facilities, the site’s waste management system, and telephone and internet connections.

2.3 Any on-site safety regulations or other operational rules that are relevant to the execution of the project must be provided by the customer to Vytal in a timely manner and with sufficient advance notice.

‍3 Pricing and Quantity Conditions
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As part of the Vytal ONSITE+CLEAR service package, costs are incurred for the rental, cleaning, and clearing of reusable products, as well as for the services described under section 1, in accordance with the pricing structure outlined below. It should be noted that the agreed pricing structure applies to all orders placed by food & beverage points subcontracted by the customer.

‍3.1 Rental Fee (Rent Price)

‍The Rental Fee is charged for all reusable products ordered by the customer and delivered by Vytal. This applies to the total quantity of ordered products, regardless of whether they were actually used.

‍3.2 Cleaning Fee (Cleaning Price)

‍Unless otherwise agreed, cleaning fees per reusable product apply to the entire contents of all opened transport boxes - that is, boxes that are no longer sealed upon return to Vytal. The quantity used to calculate the cleaning costs is always set at a minimum of 70% of the ordered quantity. This pricing structure allows Vytal to offer the customer usage-based cost management while ensuring compliance with applicable hygiene standards.

‍3.3 Clearing Fee (Deposit Clearing Price)
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‍Unless agreed otherwise, for each food & beverage station, a surplus or deficit arises based on the clearing amount, which depends on how many reusable products the station distributed to end consumers versus how many were returned by end consumers. If a food & beverage station returned more reusable products than it distributed, it will receive a credit via invoice. If it distributed more than it received back, Vytal will invoice the clearing amount.
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‍3.4 Additional Costs
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‍3.4.1 In addition to the rental, cleaning, and clearing fees (Rent Price, Cleaning Price, Clearing Price), logistics costs may be incurred per delivery.

3.4.2 The handling costs for the logistical services described in section 1.4 during the event vary depending on the duration of the event, the complexity of the venue, and the location of the event, and are therefore agreed upon between Vytal and the customer on a per-event basis.

3.4.3 For the tracking software specified in section 1.7, and in particular for the creation of a digital twin of the event in Vytal’s system (Set-up Service), Vytal charges a one-time setup fee per event and per participating food & beverage station.

‍4 General Terms of Cooperation

4.1 Payment Terms

‍4.1.1 Vytal issues one invoice per order to the customer.

4.1.2 As a rule, invoicing takes place after the pickup of the ordered reusable products.

4.1.3 For each order, Vytal and the customer agree whether the invoice will be issued as a single final invoice or divided into a down payment and final invoice.

4.1.4 Unless otherwise agreed, invoices are due within 30 days.

4.1.5 The customer shall make payment by bank transfer or digital payment link within the specified timeframe and in the full amount of the invoice.

4.1.6 If the customer is in default of payment, Vytal reserves the right to charge monthly processing fees of up to 2% of the net invoice amount.

‍4.2 Order cancellation

‍4.2.1 Each party has the right to withdraw from an already issued order without liability if that party is unable to fulfill the obligations defined in the order for more than 180 days due to force majeure (e.g., natural disasters, war, governmental actions).

4.2.2 In the event that the customer wants to cancel an already confirmed order, the customer is obligated to inform Vytal in writing. Vytal reserves the right to invoice the incurred costs per order as follows:

- Withdrawal 14 days or more before the agreed delivery date: No charges
- Withdrawal less than 14 but more than 7 days before the agreed delivery date: 70% of the Rent Price (rental fee) for the ordered quantity plus any logistics costs already incurred
- Withdrawal less than 7 days before the agreed delivery date: 100% of the Rent Price (rental fee) for the ordered quantity plus any logistics costs already incurred

4.3 Handling of Intellectual Property

‍4.3.1 All rights, title, and interest in and to any intellectual property owned, developed, or acquired by Vytal prior to or during the term of this Agreement shall remain the sole and exclusive property of Vytal. This includes, without limitation, all trademarks, service marks, trade names, logos, domain names, copyrights, patents, software, designs, documentation, data, and trade secrets, including any modifications, enhancements, or derivative works thereof.

4.3.2 Subject to the terms of this Agreement, Vytal hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the software, materials, and related documentation provided under this Agreement solely for the Customer’s internal business purposes and only for the duration and scope of the Agreement.

‍4.4 Liability, Compensation, and Dispute Resolution

4.4.1 Governing Law and Jurisdiction

‍This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Kent County, Delaware, and the parties hereby consent to the jurisdiction and venue of such courts.​​

4.4.2 Customer’s Liability Obligations

‍4.4.2.1 The Customer shall be liable for any damage to the rented reusable products caused by willful misconduct or negligence from the time of receipt until their return, regardless of whether such damage is caused by the Customer or any third party. Upon Vytal’s request, the Customer agrees to assign any rights or claims against third parties responsible for such damage to Vytal.

4.4.2.2 The Customer shall not be held liable for the loss of reusable products; however, lost items shall be invoiced to the Customer by Vytal in accordance with the agreed clearing fee set forth in Section 3.3.

4.4.3 Vytal’s Liability Obligations

‍4.4.3.1 Vytal shall be liable without limitation for damages resulting from death, personal injury, or property damage caused by its negligence or the negligence of its officers, employees, or agents.

4.4.3.2 In all other cases, Vytal’s liability shall be limited to damages arising from gross negligence or willful misconduct.

4.4.3.3 In the event of ordinary (slight) negligence, Vytal shall only be liable for breach of a material obligation of the Agreement, the performance of which is essential to the proper execution of the Agreement and on which the Customer may reasonably rely. In such cases, Vytal’s liability shall be limited to an amount not to exceed the total fees paid by the Customer under this Agreement in the 12 months preceding the event giving rise to the claim.

4.4.3.4 Vytal disclaims any liability under strict liability doctrines or for latent defects existing at the commencement of the Agreement, to the maximum extent permitted by applicable law.
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4.5 Confidentiality Agreement
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‍4.5.1 All non-public information disclosed by one party to the other, whether oral, written, or electronic, that is marked as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, shall be treated as confidential. This includes, but is not limited to, business information, technical data, pricing, strategic plans, software, marketing and sales materials, and other proprietary information.

4.5.2 The receiving party shall use the confidential information solely for the purpose of fulfilling its obligations under this Agreement and shall not use such information for its own benefit or the benefit of any third party.

4.5.3 The receiving party may disclose confidential information only to its employees, agents, consultants, or subcontractors who have a need to know such information for the permitted purpose and are bound by confidentiality obligations no less restrictive than those set forth herein. The receiving party shall remain responsible for any breach by such individuals.

4.5.4 If the receiving party is required by law, regulation, or legal process to disclose any confidential information, it shall, to the extent legally permitted, provide prompt written notice to the disclosing party so that appropriate protective measures may be taken.

4.5.5 This Section constitutes the entire agreement between the parties regarding the treatment of confidential information and supersedes all prior discussions or agreements on this subject.

5 Severability Clause

‍If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to replace any such invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent and economic effect of the original provision.

VYTAL US Inc. • 555 East Loockerman St., Suite 320, Dover, DE 19901 • vytal.org • Presidents: Dr. Tim Breker, Tobias Ziegler, Dr. Fabian Barthel • EIN: 30-1430801
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