SERVICE DESCRIPTION & GENERAL TERMS OF COOPERATION

Service Package: Vytal READY
‍Version 0.0, 21.04.2024
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1 Description of Services in the Service Package Vytal READY

1.1 General 

As part of the Vytal READY service package, Vytal rents out products from its extensive and high-quality reusables portfolio in the categories of food packaging, cups, and cutlery to the customer, according to the order placed, for the duration of the assignment.

‍1.2 Delivery & Collection

1.2.1 Vytal READY 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 Depending on the size of the order, Vytal delivers the reusable products packed in transport boxes on pallets or via a shipping service. In the case of delivery on pallets, it is the customer’s responsibility to provide either a loading ramp or a forklift with a driver for unloading and loading the reusable products. Vytal provides the rented reusable products cleaned, sorted by type, and sealed in Vytal transport boxes.

1.2.7 For collection, the customer shall return all rented reusable products at the agreed time, free from coarse food residues, emptied of leftovers, and sorted by type in Vytal transport boxes. If Vytal finds, upon receiving the returned rented goods, that they were not handed over in accordance with the agreed standards, Vytal reserves the right to charge the customer for the additional cleaning effort. In such a case, Vytal will inform the customer and document the condition of the goods with photos.

1.2.8 If the delivery by Vytal was made on pallets, it is the customer's responsibility to hand over the rented goods to the shipping service securely prepared for transport.

1.2.9 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.

‍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 After successful delivery and drop-off by Vytal, the customer is responsible for the storage and distribution of the reusable products to the food & beverage points at their event. This includes secure storage to prevent theft.

1.4.2 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.

1.4.3 The customer is also responsible for weather- and moisture-protected storage of the sealed transport boxes to ensure that, upon return of the sealed and packaged reusable products to Vytal, they can still be considered cleaned in accordance with Section 3.3.1.

‍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 consumers is the responsibility of the customer or subcontractors commissioned by them.

1.5.4 The customer is likewise responsible for organizing the return of used reusable products from consumers, as well as for handling and clearing any deposits, if the products were distributed with a deposit.

‍1.6 Cooperation with Subcontractors

‍The customer is 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.

1.7 Tracking and Monitoring

‍1.7.1 As part of the Vytal READY service package, Vytal uses its proprietary tracking software—developed specifically for efficient reusable product management—in the background, to provide the customer with transparent billing in accordance with the pricing model agreed upon in Chapter 3. This particularly includes tracking of the packaging and delivery process as well as the return process of the reusable products to Vytal’s central warehouse.

1.7.2 Vytal informs the customer in real time via automatic email about the preparation of the ordered delivery.

‍2 Customer’s Duty to Cooperate

‍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.

‍3 Pricing and Quantity Conditions

‍As part of the Vytal READY service package, costs are incurred for the rental, cleaning, and loss of reusable products in accordance with the following pricing structure:

‍3.1 Rental Fee (Rent Price)

‍The Rent 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)
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‍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 Loss Fee (Loss Price)

‍3.3.1 Unless otherwise agreed, if not all reusable products originally delivered by Vytal are returned, or if the returned products are damaged, a Loss Price will be charged per item for each rented but not returned or damaged reusable product.

3.3.2 In order to minimize loss-related costs for the customer, Vytal will inform the participating food & beverage points at each event about the proper handling of the rented reusable products during the event.

‍3.4 Additional Costs

‍3.4.1 In addition to the rental, cleaning, and loss fees (Rent Price, Cleaning Price, Loss Price), logistics costs may be incurred per delivery.

‍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
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‍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:
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- 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 loss fee set forth in Section 3.3.
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4.4.3 Vytal’s Liability Obligations
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‍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.

‍4.5 Confidentiality Agreement

‍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.
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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