General terms and conditions
V1.0 – 9 February 2021
Artikel 1 Definitions
In these Terms and Conditions, the following definitions shall apply:
- "Client": the (future) contracting party of Insentials to whom an Offer is made and/or with whom an Agreement is concluded as well as any companies affiliated with the Client;
- "General Terms and Conditions": these General Terms and Conditions which apply to any offer emanating from Insentials (hereinafter "Offer"), any acceptance by the Client of an Offer and, in general, any agreement concluded between Insentials and the Client (hereinafter "Agreement").
- "Goods": any goods supplied by Insentials under an Agreement.
- “Insentials": the trade name of private limited company BV Pharmafood, with registered offices at 9820 Merelbeke, Makkegemdries 1 and company number 0733.566.260.
- "Services": all services provided by Insentials within the framework of an Agreement.
- "Special Terms": specific terms and conditions that define the Agreement between the Client and Insentials and that prevail over the General Terms and Conditions.
Artikel 2 Conclusion of the Agreement and amendments
- Every Offer is without obligation until the moment of acceptance by the Client. The Offer contains a complete and accurate description of the Goods and/or Services offered. The description is sufficiently detailed to allow a proper assessment of the offer by the Client. If Insentials makes use of pictures, they are a true representation of the Goods and/or Services offered. Obvious mistakes or errors in the offer shall not be binding upon Insentials.
- An Offer shall only be accepted by a written signature of the Offer and delivery to Insentials, or by electronic confirmation by e-mail to the address email@example.com. By such confirmation, an Agreement shall be deemed to have been fully and validly concluded. If the Client acts in the capacity of a consumer, a confirmation of the order shall be sent by e-mail.
- Acceptance of the General Terms and Conditions implies that the Client completely waives the application of his own general terms and conditions.
- Changes to the Agreement shall always be requested from and confirmed by Insentials in writing. If this leads to additional costs or additional work, these may be charged by Insentials. A requested amendment may also extend the delivery period.
Artikel 3 Delivery
- Unless otherwise agreed in any Special Conditions, the Agreement consists of:
- The provision of the Services, being e.g. the provision of tailor-made health advice via the online health screening tool on our website and/or via a personal consultation with us, as well as the possible further active follow-up of the Client's advised health trajectory (e.g. via reminder messages via WhatsApp).
- The sale and delivery of Goods.
- Insentials shall make all reasonable efforts to execute accepted orders with due speed but no later than 30 days unless a longer delivery period is agreed in the Special Terms. If the delivery is delayed, or if an order cannot be executed or can only be executed in part, the Client shall be notified thereof no later than one month after placing the order.
- Insentials shall make all reasonable efforts to provide the Services punctually in accordance with any agreed timings or trajectories.
- Insentials shall be entitled to outsource the Agreement or parts thereof to third parties or to have the Agreement performed by third parties.
- If Insentials is prevented from (further) performing the Agreement due to force majeure of a permanent or temporary nature, irrespective of the question whether the force majeure could have been foreseen, Insentials shall be entitled, without any obligation to pay damages, to terminate the Agreement in whole or in part by means of a written notification without judicial intervention, without prejudice to Insentials' right to payment by the Client for performance already provided by Insentials before a situation of force majeure arose, or to suspend (further) performance of the Agreement in whole or in part.
- The risk of damage and/or loss of Goods shall be borne by Insentials up to the moment of delivery to the Client, unless expressly agreed otherwise.
Artikel 4 Price and payment
- If the Client has taken out a subscription on our website, the amounts due shall be paid by means of a standing order in accordance with the period stated in the Special Terms and Conditions. If the Client places an order via our webshop, the amount due must be paid via electronic payment on our online payment module. Notwithstanding the above, if the Client acts in the capacity of a company, the Client must pay the amounts due no later than 30 days after the invoice date.
- If the Client has entered into a subscription plan and renews it, the following arrangement will apply
- During the first year of each renewal, the same prices that applied during the term before will remain in effect.
- As of the second year following the renewal, Insentials shall be entitled to revise the subscription price every two years if the raw material prices have changed. This will be done by means of the following formula:
P1 = P0 x (0,2 + ((M1/M0) x 0,8))
- P1: the new subscription price
- P0: the original subscription price
- M1: the material cost in a given year
- M0: the original material cost
- In case of late payment of any amount due under the Agreement or for any other cause, Insentials shall be entitled to suspend all deliveries and to take back the Goods delivered. Furthermore, in that case Insentials shall be entitled, ipso jure, to compensation equal to 10% of the amount due (with a minimum of EUR 50.00) as well as a conventional interest on arrears in accordance with the statutory interest rate, which, in case the Client acts in the capacity of a company, is determined in accordance with the Belgian law on combating late payment in commercial transactions.
- All Goods delivered shall remain the full property of Insentials until all its claims have been paid in full, i.e. in principal, costs and interest, pursuant to the Agreement and/or earlier or later agreements of the same nature as well as any compensation for damages with regard to Client or affiliated companies. Any risk of damage or loss of the Goods shall be borne by the Client.
- If an Agreement is made on behalf of two or more Clients, they shall each be jointly and severally liable for the full performance of the obligations arising under the Agreement.
- In the event that the contractual relationship is terminated, Insentials may apply set-off between all mutually determined claims with the Client, irrespective of the time at which the claims in question become due and payable.
- Late payment of an invoice shall cause all outstanding invoices to become due, even if the due date of these invoices has not yet expired.
- The presentation by Insentials of an account statement shall suffice to determine the amount of its claim against the Client (including delivery of the Goods and Services) and to provide proof thereof.
Artikel 5 Right of withdrawal
- When purchasing Goods, the Client has the possibility to return the Goods without compensation and without giving any reason during a period of 14 calendar days following the delivery of the Goods.
- During this period the Client shall handle the Goods and the packaging with care. It shall only unpack or use the product to the extent necessary to judge whether it wishes to keep the product. If she exercises her right of withdrawal, she shall return the product to Insentials with all delivered accessories and - if reasonably possible - in the original state and packaging, in accordance with the reasonable and clear instructions provided by Insentials.
- In order to exercise his right of withdrawal, the Client must:
- Either notify Insentials of the exercise of this right via the contact page
- Either provide the withdrawal form to Insentials: https://economie.fgov.be/sites/default/files/Files/Forms/Formulier-herroeping.pdf
- If the Client exercises his right of withdrawal, no more than the costs of return shipment shall be borne by him.
- If the Client has paid a sum, Insentials shall repay this sum as soon as possible, but at the latest within 30 days after the return or cancellation.
- The Client may not exercise a right of withdrawal in the following cases:
- The Client has not entered into the Agreement in the capacity of a consumer.
- The Goods have been custom-made in accordance with Client's specifications.
- The Goods spoil quickly or have a limited expiration date.
- Any sealed packaging of the Goods has been broken after delivery, such as medicines.
- The Goods are clearly of a personal nature.
Artikel 6 Conformity, warranty and complaints procedure
- Insentials guarantees that the Goods comply with the Agreement, with the specifications stated in the offer, with the reasonable requirements of soundness and/or usability and with the statutory provisions and/or government regulations existing on the date of the conclusion of the Agreement.
- The Client must immediately inspect the delivered Goods. Visible defects must be reported by registered mail within 14 days after receipt of the Goods. In the absence of any notification, the acceptance of the Client with the delivery is fixed. Notwithstanding the foregoing, if the Client enters into the Agreement in the capacity of a consumer, it must report any visible defects to Insentials within two months of becoming aware of the visible defect and, moreover, the statutory warranty period expires two years after delivery in accordance with the Belgian Consumer Sales Act.
- After expiry of the periods referred to in the preceding paragraph, Insentials shall only be responsible for hidden defects, which the Client has notified to Insentials by registered letter, within 14 calendar days after it has become aware of the hidden defect, with a detailed description of the hidden defect.
- If a defect in the Goods is discovered, the Client shall have the option either to request the repair or replacement of the Good, and if this is not possible, to request an appropriate price reduction or to dissolve the Agreement.
- Any claim for damages made by the Client against Insentials shall expire by operation of law if it is not brought before the competent court within a period of 1 year after the facts on which the claim is based were known to the Client or could reasonably have been known to the Client.
Artikel 7 Liability
- Insentials undertakes, prior to the conclusion of the Agreement, to provide the Client with information relating to the Agreement. Insentials is not liable for the correctness, completeness or accuracy of the information provided to the Client prior to the conclusion of the Agreement.
- Insentials undertakes to perform the Agreement to the best of its knowledge and ability (obligation of effort), but Insentials does not accept any liability for not achieving the Client's intended goal (e.g. weight loss objectives, remedying certain health problems such as fatigue, etc.) and does not undertake any obligation to achieve any result.
- Insentials shall not, under any circumstances, be held liable for any damages resulting from:
- Any use of the Goods contrary to the package insert or, to the extent applicable, Insentials' advice or instruction provided (for example: overdosing, etc.);
- The Client's provision of inaccurate or incomplete information to Insentials either in the online screening on our website or directly in the context of a personal counseling session (for example: failure to mention allergies to certain products such as fish oil, failure to mention certain conditions such as diabetes, etc.).
- The Client's failure to adjust any other treatments not supervised by Insentials to the health trajectory advised by Insentials (e.g., adjusting insulin doses by diabetic patients). It is the Client's responsibility to make adequate enquiries in this regard.
- To the extent that the Services also include sending reminders to the Client with a view to following the consumption pattern of the Goods, the Client acknowledges that it still bears full responsibility for following the recommended consumption pattern, even if for some reason a reminder from Insentials is not received by the Client.
- Insentials shall only be liable in case of fraud, deceit and wilful misconduct. Subject to the foregoing, Insentials shall not be liable for or obliged to pay compensation for any immaterial, indirect or consequential damages including (but not limited to) loss of profit, turnover, loss of income, production limitations, administration or staff costs, an increase of general costs, loss of clients or claims of third parties.
- Except in the case of fraud or deliberate error and except in the case of physical damage caused by the actions or omissions of Insentials, the total contractual and extra-contractual liability of Insentials for all damages that may occur during the entire term of the Agreement shall, at all times, be limited to the amount invoiced to the Client, unless the amount for which Insentials' liability is insured is lower, in which case the aforementioned liability of Insentials towards the Client shall be limited to that amount.
Artikel 8 Duration and dissolution
- If the Client enters into a subscription formula, it is entered into for the duration specified in the Special Terms and Conditions and is automatically renewable for the same period unless written notice (by letter or e-mail) of termination is given by the Client at least 14 days before the end of the subscription. In addition, the Client is entitled to terminate the subscription at any time by giving written notice (by letter or e-mail) to the other party, observing a 14-day notice period. If the date of the next payment nevertheless falls within the aforementioned period of 14 days, the Client shall still be obliged to pay this amount without being entitled to any refund. Furthermore, the Client shall then be obliged to accept the delivery of the Goods or Services following this payment.
- The Client acknowledges that the following circumstances automatically give rise to a termination of the Agreement within the meaning of this Article, unless Insentials waives this termination in writing and pursues the performance of the Agreement, to which Insentials shall be entitled:
- The failure of the Client to comply with its obligations in accordance with the Agreement within 15 days after being reminded in writing to do so by Insentials, such as, for example, the non-payment by the Client of the amounts due under the Agreement within 15 days after being reminded in writing by Insentials;
- Bankruptcy, collective debt settlement or dissolution of the Client;
- Refusal to accept the Goods and/or the Services.
Artikel 9 Intellectual Property
- All designs, studies, drawings, sketches, photographs, models, samples, produced texts, questionnaires, advice, and in general all carriers in which the intellectual services of Insentials appear or are contained, shall at all times remain the property of Insentials or third parties with whom Insentials works, and must be returned by the Client upon first request. The Client acknowledges that the aforementioned items, as well as the related know-how and methods, are the exclusive property of Insentials or third parties with whom it works. The aforementioned items, including all preparatory material, may not under any circumstances be used, communicated or reproduced, even partially, without the written permission of Insentials or any third party attorneys.
- The Client hereby expressly waives the possibility of invoking any right relating to the items mentioned in the first paragraph and of using the information obtained to make an application for an intellectual protection right.
- The Client shall indemnify Insentials in full against any claim by or liability to third parties arising from any use of the Goods that infringes or may infringe the rights of third parties.
Artikel 10 Processing of personal data
- Insentials shall process the personal data of the Client as the data controller. The grounds for processing used by Insentials are the need to perform the contractual assignment, to comply with its legal obligations, the legitimate interest and the express consent of the Client.
- Personal data shall not be kept longer than necessary for the processing purposes.
- The personal data will only be processed internally or with the help of some processors that assist the firm in the performance of its mission such as an IT company, software packages and an accountant. The necessary guarantees were obtained with each processor in accordance with the GDPR. The data is not processed outside the EU.
- Insentials takes appropriate technical and organizational measures to secure personal data. In the event of a data breach affecting your data, you will be notified within a reasonable period of time. This can be done by e-mail to the address known by us.
- The Client has the right to address a request to Insentials to inspect, correct, delete, transfer their personal data or request the withdrawal of their consent or objection to the processing of their personal data, by writing to the company address or by sending an e-mail to firstname.lastname@example.org.
- Insentials undertakes to provide the Client with a reasoned response to its request within a period of one (1) month. Depending on the complexity of the request(s) and the number of requests, this period may be extended by another two (2) months, if necessary. The Client also has at all times the possibility to lodge a complaint with the Data Protection Authority.
- For more information on how Insentials handles personal data, see our privacy statement.
Artikel 11 Nullity clause
The nullity, invalidity or unenforceability of any provision of these Terms and Conditions shall nevertheless have its maximum permissible effect and shall not affect the validity of the remaining provisions of these Terms and Conditions and shall not lead to the nullity of these provisions.
Artikel 12 Applicable law and competent court
- Agreements between Insentials and the Client to which these General Terms and Conditions relate shall exclusively be governed by Belgian law.
- All disputes arising from the Agreement shall be subject to the exclusive jurisdiction of the courts competent over Insetials' registered office.
- Contrary to the previous paragraph, if the Client acts in the capacity of a consumer, disputes arising from the Agreement may be submitted by either the Client or Insetials to the Consumers' Ombudsman Service (www.consumentenombudsdienst.be).