1. Definitions

The definitions indicated in capital letters have the following meaning in these General Terms and Conditions:

1.1 Account: The personal registration with which the User accesses the Service, consisting of the User's name, e-mail address and password. If desired, the User can also fill in a Nutrition Profile.

1.2 General Terms and Conditions: these general terms and conditions of the private limited liability company Verdi Food B.V., established at Bronland 10, 6708 WH, Wageningen, The Netherlands and registered at under Chamber of Commerce number 70122296, also with the trade name Verdify.

1.3 Devices: the devices on which Content can be displayed, as stated on the Website(s).

1.4 Content: digital material published on the Website(s) and/or transmitted to the User on the basis of his Nutrition Profile and/or nutrition information, such as text, images, photographs and films, which mainly relate to, but are not limited to, recipes, nutritional information and advice and health information and advice.

1.5 Service: service that enables Users to use Content from Verdi Food, solely for use in accordance with these Terms and Conditions.

1.6 User: the natural person who has concluded or wishes to conclude an Agreement with Verdi Food aimed at using the Service.

1.7 Agreement: the contract whereby Verdi Food grants the User access to the Service.

1.8 Privacy statement(s): one or both of Verdi Food's privacy statements, which can be accessed via [hyperlink privacy statement] (Verdify) and [hyperlink privacy statement](Swapmeals).

1.9 Verdi Food: the user of these Terms and Conditions.

1.10 Nutrition Profile: nutrition profile of the user that Verdi Food generates based on information that the User makes available to Verdi Food for the purpose of generating personalized Content.

1.11 Website(s): one or both of Verdi Food's websites, which can be accessed via https://www.verdify.co.uk and https://www.verdify-id.com/   ("Verdify") and via https://www.swapmeals.co.uk/  and  https://www.swapmeals.com ("Swapmeals").

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2. Applicability

2.1 These General Terms and Conditions apply to every offer made by Verdi Food and to any Agreement between Verdi Food and the User with respect to the Service.

2.2 Before an Agreement is concluded, Verdi Food makes the text of these General Terms and Conditions available to the User electronically in such a way that the User can easily store them on a data carrier. If this is not reasonably possible, Verdi Food will indicate, before an Agreement is concluded, where the General Terms and Conditions can be read electronically and that it will send a copy free of charge at the request of the User.

2.3 Verdi Food reserves the right to make changes to these General Terms and Conditions from time to time. The most up-to-date version of the General Terms and Conditions can always be consulted on the Website.

2.4 The nullity of any provision of these General Terms and Conditions does not affect the validity of the other provisions thereof.

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3. Offer and conclusion of the agreement

3.1 Offers by Verdi Food are without obligation, unless explicitly stated otherwise.

3.2 Verdi Food bases its offer on the data provided by or on behalf of the User. User cannot derive any rights from, or object to, an offer based on the incorrect or incomplete information provided by or on behalf of the User.

3.3 An Agreement regarding the Service is concluded by creating an Account via the Website(s).

3.4 Agreements are concluded for an indefinite period and can be cancelled at any time by deletion of the Account

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4. Nutrition Profile

4.1 After the User has created an Account, the User can create a Nutrition Profile in the manner described on the Website(s).

4.2 Only persons aged 18 years and older may create an Account

4.3 User is responsible for keeping his/her login details secret from others and User will not grant others access to the Service using his/her Account. User is liable for all actions performed through his/her Account. As soon as the User suspects that his/her account and/or identity is being used unlawfully, the User must immediately inform Verdi Food thereof. In response, Verdi Food will block the User's Account and, at the user's first request, allow him/her to create a new Account.

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5. Execution of services

5.1 Verdi Food makes the Content available to the User after the User has created an Account.

5.2 If the User has created a Nutrition Profile, the Content will be tailored to this Nutrition Profile as much as possible.

5.3 Verdi Food has the right to modify the Content at any time without informing the User in advance.

5.4 Verdi Food takes appropriate technical and organizational measures to secure the electronic transfer of data and ensures a secure web environment.

5.5 Verdi Food will process all personal data of the User in accordance with the applicable (inter)national laws and regulations for the protection of personal data and in accordance with the applicable Privacy Statement of Verdi Food.

5.6 Verdi Food will impose its obligations under Articles 5.4 and 5.5 on third parties it engages in the performance of its services.

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6. Liability and indemnifications

6.1 Verdi Food excludes any liability for direct and indirect damage in any way related to access to the Content and Website(s) or its inaccessibility, including but not limited to malfunctions, interruptions and damage to User Device, data or computer and telecommunications systems, except where these are the result of intent or deliberate recklessness on the part of Verdi Food.

6.2 Verdi Food pays continuous care and attention to the content and composition of the Content. If the User nevertheless believes that certain information is incorrect or complete, Verdi Food invites the User to make this known to Verdi Food customer service on info@verdi.one by e-mail, stating telephone number, after which Verdi Food will contact the User, if possible, within 24 hours of notification.

6.3 If and to the extent that Verdi Food is liable to the User for any damage suffered by the User, then this liability is limited to direct damage.

6.4 Without prejudice to the provisions of articles 6.1 – 6.3, the User is liable and indemnifies Verdi Food against all damages, (third parties) claims, liability or costs (including attorney's fees that Verdi Food has reasonably incurred) caused by:

• deliberate recklessness or intent on the part of the User;

• inaccuracies and/or incompleteness in the information provided by or on behalf of the User;

• all other shortcomings in the fulfilment of the User's obligations under the law or general terms and conditions.

6.5 Without prejudice to the other rights vested in it, in the event of force majeure, Verdi Food has the right, at its option, to suspend the performance of the Service, or to dissolve the Agreement without judicial intervention, without Verdi Food being obliged to pay any compensation, unless this would be unacceptable in the given circumstances according to standards of reasonableness and fairness. Force majeure is understood to mean any shortcoming that cannot be attributed to Verdi Food, because it is not due to its fault, nor is it for its account under the law, a legal act or generally accepted views.

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7. Intellectual property & license

7.1 The Content as well as the Website(s) are protected by intellectual property rights belonging to Verdi Food or to its licensors. User undertakes to respect these rights and touse the Service as well as the Website(s) only as agreed in these General Terms and Conditions.

7.2 By creating an Account for the Service of Verdi Food, an Agreement is created, whereby the User of Verdi Food receives a limited, non-exclusive, non-transferable, non-sublicensable license to view the Content in accordance with these Terms and Conditions, exclusively in a domestic circle (for personal and non-commercial use) on a Device or print.

7.3 Use of the Content other than as described in these General Terms and Conditions, including but not limited to commercial use, is not permitted, and is expressly reserved to the respective holder of the rights to the Content.

7.4 The User is not permitted to publish the Content, other than in a domestic setting, or to enable others to disclose or to record, copy, reproduce and/or deliver the Content in any way to a third party, or otherwise publish or distribute it via social media including Instagram, Facebook and Snapchat.

7.5 Partly because Verdi Food is co-dependent on its licensors for the provision of the Content and regardless of any other provisions in these General Terms and Conditions, Verdi Food reserves the right to change, suspend or delete (part of) the Content at any time. Neither Verdi Food nor the licensors of Verdi Food are liable to the User or third parties if Verdi Food exercises that right.

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8. Duration and termination of the agreement

8.1 The Services are offered for an indefinite period of time, unless the agreement is terminated earlier by implementing Article 8.2 or 8.3 below.

8.2 User may terminate the Agreement at any time without giving reasons by deleting the Account. Deletion of the Account makes use of the Service impossible with immediate effect.

8.3 Verdi Food may terminate the Agreement if the User does not comply with the provisions of these General Terms and Conditions, or Verdi Food deems it plausible that the User does not comply with them. In the event that Verdi Food terminates the Agreement towards a User, it shall inform the User in writing at the e-mail address known to Verdi Food and has the right to terminate the Service immediately.

8.4 Verdi Food will, at the request of the User, return all information and documentation it holds, including personal data, to the User upon termination of the Agreement. Personal data that is no longer necessary for the performance of the Agreement will be deleted in accordance with the applicable Privacy Statement.

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9. Applicable law and disputes

9.1 These General Terms and Conditions are exclusively governed by Dutch law.

9.2 Any disputes arising out of, or in connection with, the General Terms and Conditions and which cannot be settled by mutual agreement will be submitted to the competent court in Utrecht, The Netherlands.

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