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Sales Terms SousChef

Version: 2026-01

This is a translation for convenience only. The Dutch version is the binding and legally authoritative version. In case of any discrepancy, the Dutch version prevails.

1. Definitions

SousChef: SousChef B.V. and third parties engaged by it.

Client: the party that enters into an agreement with SousChef.

Agreement: quote, order, appendices and addenda confirmed in writing by SousChef.

Platform Service: hosting, monitoring, updates, compatibility, support and basic reporting for components made available by SousChef.

Cookalong: step-by-step cooking guidance with micro-steps, timing and timers.

Content: all output created or edited by SousChef, including micro-steps, timing, text, video, audio, photography and programmatic structure.

Source Material: recipes, ingredients, portions, steps, product information, claims, photos and brand assets supplied by Client.

Sponsored Recipe: a recipe in SousChef where a sponsorship mention is displayed (e.g. logo above the recipe).

Product Placement: placement of a product name or brand in the ingredient list or recipe context.

Web Module: a web-based Cookalong environment that Client can embed in own channels.

Co-branded Styling: display of (parts of) the experience predominantly in Client's house style, while retaining SousChef elements as agreed.

Custom Work: work outside the standard scope of the Agreement.

Confidential Information: all non-public information including prices, discounts, plans, technical details and business information.

2. Applicability and order of precedence

These terms apply to all quotes and agreements with SousChef. Client's terms and conditions do not apply. In case of conflict, the following order of precedence applies: 1) Agreement, quote and appendices or addenda; 2) these Sales Terms.

3. Quotes and formation of agreement

Quotes are valid for the period stated in the quote. The Agreement is formed upon written acceptance by Client and written confirmation by SousChef, or upon commencement of performance by SousChef.

4. Delivery, working method and acceptance

Delivery takes place in accordance with the scope and planning in the Agreement. Deadlines are indicative, unless explicitly agreed as firm. Delivery may take place in batches. A batch is considered delivered when it is live or has been made available by SousChef in accordance with the Agreement. Client reports any objections or errors as soon as possible and no later than 10 working days after delivery of a batch. In the absence of a report, the batch is deemed accepted.

4.1 Production and publication

All Cookalong Content published in the SousChef app, a channel page and the Web Module is produced, formatted and placed by SousChef to ensure consistency, quality, safety and functioning of the user experience. Client may supply Source Material as input. SousChef determines the final processing and presentation within the Cookalong. Direct publication by Client in the SousChef app, channel page or Web Module is not permitted unless parties agree otherwise in writing.

5. Source Material and changes

Client supplies Source Material on time, completely and in the agreed form. Client is responsible for the accuracy and completeness of Source Material. After the start of production, changes to supplied Source Material constitute change requests and fall under Custom Work, unless there is a demonstrable error by SousChef.

6. Sponsored recipes and product placement

If Client purchases sponsorship or product placement, the Agreement records: number of recipes, duration, placement, and any category or exclusivity arrangements. SousChef determines the form and positioning. SousChef applies as a starting point one sponsor per recipe, unless agreed otherwise in writing. Client warrants the accuracy of product information and claims and indemnifies SousChef against third-party claims.

7. Web Module and co-branded styling

Web Module and co-branded styling are only delivered if explicitly included in the Agreement. Client is responsible for placement and integration of the Web Module in own channels, unless agreed otherwise.

8. Platform Service, availability and support

If Platform Service is part of the Agreement, this includes hosting, monitoring, updates, compatibility, support and basic reporting as agreed. SousChef aims for high availability but does not guarantee uninterrupted operation.

8.1 Security and incidents

SousChef takes appropriate technical and organisational measures to secure the services. If SousChef identifies a security incident that may reasonably be expected to impact availability, integrity or confidentiality of the services, SousChef will inform Client within a reasonable period.

8.2 Availability (target)

SousChef aims for a monthly availability of the Platform Service of 99.5%, excluding planned maintenance and circumstances beyond SousChef's control.

9. Custom Work

Custom Work is only carried out after written confirmation (scope and rate). In the absence of a fixed price, subsequent calculation applies at the agreed hourly rate.

10. Intellectual property and usage rights

SousChef remains owner of the SousChef technology, the Cookalong structure and all Content created by SousChef, unless agreed otherwise in writing. Client remains owner of own brands, logos and supplied assets. Client receives a non-exclusive, non-transferable licence to use the results within the scope and duration of the Agreement. Client warrants entitlement to supply Source Material and indemnifies SousChef against third-party claims.

11. Confidentiality

Parties keep Confidential Information secret and use it only for the execution of the Agreement. This obligation remains in force for 3 years after the end of the agreement.

12. Prices, indexation and payment

All amounts are exclusive of VAT unless stated otherwise. Payment term: 14 days after invoice date, unless agreed otherwise. SousChef may require (partial) advance payment. Rates may be indexed annually on 1 January based on the CBS CPI (all households), with a minimum of 0%. In the event of late payment, Client owes statutory (commercial) interest and reasonable collection costs.

13. Duration and termination

Agreements run for the agreed duration and end automatically, unless renewal has been agreed in writing. After the end of the agreement, access to Platform Service, Web Module and channel components may cease. Work already carried out and costs incurred remain payable.

14. Liability

SousChef is not liable for indirect damage, consequential damage, lost profits or reputational damage, except in cases of intent or wilful recklessness. Total liability of SousChef is limited to the amount Client paid in the 3 months prior to the damaging event for the relevant part of the service.

15. Force majeure

SousChef is not liable if performance is prevented by force majeure. If force majeure lasts longer than 30 days, parties may terminate in writing without liability for damages.

16. Privacy

Each party is responsible for its own processing of personal data under GDPR. Where personal data is processed within the service, parties will establish their roles and if necessary conclude a data processing agreement.

17. Exceptional situations such as ad tags

Integration of third-party advertising technology or ad tags is not a standard part of the service and is only delivered on the basis of a separate written agreement (addendum).

18. Severability

If a provision in these Sales Terms proves void or voidable, the remaining provisions remain in full force. Parties will replace the invalid provision with a provision that approximates the intent as closely as possible.

19. Language

The Dutch version of these Sales Terms is the binding version. Translations are for information only and subordinate in the event of interpretation differences.

20. Applicable law and forum

Dutch law applies. Disputes are submitted to the court of Midden-Nederland, location Utrecht.

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