Terms and Conditions
Services and Scope of Work
We offer contract research and development services outsourcing and consulting in various areas, including research (food, nutraceuticals, supplements etc.), new food and beverage product development, reverse engineering, techno-feasibility, sourcing and procurement, raw materials, testing and documentation support. We also engage in developmental activities, including conducting experiments and providing support in sensory trials. The scope of work will be mutually agreed upon and may require revisions at various stages of deliverables.
Product Development and Manufacturing
We will provide guidance and advisory services to the client on a step-by-step procedure for product development to ensure that the product has sufficient backup for large-scale manufacturing in all aspects.
It is the client’s responsibility to carefully consider and evaluate the guidance provided by PFF and make decisions based on their own judgment and requirements.
If the client disagrees with any aspect of the guidance or chooses not to follow the recommended procedure, PFF will not be held responsible for any issues that may arise during the product development or manufacturing process.
PFF will not be responsible for any losses, damages, or liabilities incurred as a result of the client’s decision to deviate from the recommended procedure or for any errors or omissions in the client’s own implementation of the product development and manufacturing process.
The client acknowledges that it is their responsibility to ensure compliance with all applicable laws, regulations, and industry standards related to product development and manufacturing.
PFF will provide support and expertise to the best of its abilities, but the ultimate responsibility for the success and safety of the product lies with the client.
It is recommended that the client consult with legal, regulatory, and industry experts to ensure full compliance and mitigate any potential risks associated with product development and manufacturing.
The client agrees to indemnify and hold PFF harmless from any claims, damages, losses, or liabilities arising out of or related to the client’s product development or manufacturing activities.
PFF reserves the right to terminate or suspend its services if it determines that the client’s actions or decisions pose a risk to the safety, compliance, or reputation of PFF or its stakeholders.
Efficacy outcome of the product development that in reverse engineering and new product development, it is advised to conduct clinical trials. If the client chooses not to abide by this advice, it may affect the evaluation of the expert’s efficiency and the product’s efficacy in terms of its performance.
Reverse Engineering and Formulation
PFF may provide reverse engineering services to the client, aiming to replicate the sensory attributes and shelf life of the product available in the market.
It is important for the client to understand that reverse engineering can only mimic the formulation and may not perfectly replicate the original product in all aspects. Any changes in parameters, including raw materials, processing techniques, or storage conditions, may affect the output of the formulated product. Unless these are matched 100%, client acknowledges that that the formulated product’s performance may vary from the original product due to inherent differences in ingredients, production processes, or other factors.
PFF will make every effort to ensure that the formulated product closely resembles the desired sensory attributes and meets the specified shelf-life requirements, based on the information and samples provided by the client.
PFF will not be held responsible for any disputes or disagreements arising from differences between the formulated product and the original product, including sensory attributes, shelf life, or any other parameters.
Any additional modifications or adjustments requested by the client after the formulation process may incur additional costs and time.
PFF will provide documentation and reports detailing the formulation process, ingredients used, and relevant specifications. However, the client acknowledges that the formulation process is complex, and the final outcome may be subject to variations and uncertainties.
It is the client’s responsibility to ensure that the formulated product complies with all applicable regulations, standards, and labeling requirements.
PFF encourages the client to seek legal and regulatory advice to ensure compliance and mitigate any potential risks associated with the use and marketing of the formulated product.
The client agrees to indemnify and hold PFF harmless from any claims, damages, losses, or liabilities arising out of or related to the client’s use or commercialization of the formulated product.
PFF reserves the right to decline or terminate any formulation requests that are deemed unethical, illegal, or outside the scope of its expertise or capabilities.
Deliverables and Outcome Accuracy
Due to the nature of research and development work, the deliverables cannot be accurately predicted as they are subject to uncertainties, such as data availability, quality, assumptions made during the protocol, and uncertainties in data and ingredients. While every effort will be made to ensure the accuracy of the outcomes, the client acknowledges that there may be inherent limitations and uncertainties associated with the projects.
Sourcing Suppliers & Procurement of Ingredients and Sharing Samples/Ingredients
PFF offers sourcing and procurement services for raw materials based on the specific product and its process. The client acknowledges and agrees to the following terms and conditions:
Sourcing and procurement services provided by PFF may vary depending on whether it involves new product development or reverse engineering. In new product development, sourcing includes ingredient and nutrient intelligence, followed by techno-feasibility assessment. The client acknowledges that without techno-feasibility and ingredient intelligence, the R&D process is not binding. For reverse engineering projects, the client understands that raw material feasibility assessment in terms of physical properties, safety, sensory attributes, and nutrient profiles is crucial. Failure in R&D due to unsuitable raw materials does not bind PFF.
Sourcing and procurement is an important aspect of food formulation, and PFF may provide this service as a separate order due to the time-consuming activities involved, such as the high variation in raw material quality and vendor selection. If the client requests sourcing and procurement as part of the formulation service, it will be considered and planned accordingly.
In certain projects, PFF may need to identify new vendors or shortlist new vendors due to the failure of existing vendors to supply the required orders. The client acknowledges that this process may be time-consuming, and the timeline for deliverables will be adjusted accordingly. The rescheduled deadline will be mutually agreed upon.
PFF maintains a list of vendors who can supply the required ingredients for R&D. All vendors have undergone scrutiny based on stringent quality criteria, including holding relevant certificates and having experience in the specific product line.
PFF may consider using more than one supplier for the same ingredient to test quality and cost-effectiveness. If multiple suppliers are used, strict product specifications will be followed. However, the client understands that all ingredients will undergo basic testing via the certificate of analyses (COA) provided by the vendor before proceeding to the product development phase. PFF does not validate vendors’ COA, their demographics, or their suppliers and vendors. PFF suggests the client choose ingredient analyses as an additional service to ensure the required output from the formulation.
The availability of specific ingredients and raw materials may be subject to market conditions and unforeseen circumstances. PFF will make every effort to procure the required ingredients but cannot guarantee their availability at all times.
Raw material volume of quantity cannot be predetermined and costs implications will be applicable as per the research needs and supplier minimum quantity and COG.
In case of transferring samples and raw materials, client agrees to sign a sample shipping agreement before sending the samples/ingredients.
PFF will not undertake any international sourcing and logistics clearance. It is the client’s sole responsibility to handle international sourcing and logistics clearance for the project.
Logistics Terms: PFF acknowledges that all the terms for logistics payments, customs clearances, freights, duties, and taxes are under the standard DAP (Delivered at Place) agreement.
PFF takes utmost care in selecting vendors and ensuring the quality of sourced ingredients. However, PFF shall not be held responsible for any issues arising from the quality or supply of ingredients provided by the vendors.
The client understands and agrees that PFF will not be liable for any delays, costs, losses, or damages resulting from the sourcing and procurement process, including any issues with vendors, ingredient availability, or market fluctuations.
The client acknowledges that it is their responsibility to assess the suitability, quality, and compliance of the sourced ingredients for their intended use, including meeting regulatory requirements and ensuring the safety of the final product.
The client acknowledges that the timeline for sourcing and procurement may impact the overall project timeline. Any rescheduling of the deliverable deadline due to sourcing activities will be mutually agreed upon.
Any additional costs incurred during the sourcing and procurement process, such as expedited shipping or special requests, will be communicated to the client and agreed upon before implementation.
The project will not ensure Transfer certificate (TC) as the purpose of procurement is for the formulation not for manufacturing. If it required, then it will be billed separately.
PFF reserves the right to terminate or decline sourcing and procurement requests that are unethical, illegal, or outside the scope of its expertise or capabilities.
The client agrees to indemnify and hold PFF harmless from any claims, damages, losses, or liabilities arising out of or related to the sourcing and procurement of ingredients for their project.
These terms and conditions shall be governed by and construed in accordance with the laws of Sri Lanka. Any disputes arising out of or in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the courts of Sri Lanka.
Machinery Usage and Technologies
PFF either use its own lab/kitchen facilities to conduct the experiment or subcontract the process. However, PFF ensures the outcome of the experiment meets the client requirement.
The client acknowledges that additional payment for usage of Equipment’s lab / manufacturing unit. And also acknowledges the PFF can outsource the same as if the PFF itself is billing performing the job. The resultant product is the proof of the hours being consumed using specific equipment during experiment / process.
R&D Product Safety during Shipment and Consumer sensory
In accordance with the guidelines provided by the Food Safety and Standards Authority of Sri Lanka, PFF holds the responsibility to protect consumers’ health and ensure the safety and compliance of food products. PFF will ensure that all facilities adhere to the standards.
The sample product dispatched by PFF is in the development phase. The client acknowledges and ensures that the product received is suitable for consumption. In the event of any deviation or concern, the client is advised to immediately stop sensory tests and report it to PFF through appropriate channels with sufficient evidence.
If Client request PFF to dispatch /to transit the product to their business location or given address, the PFF cannot guarantee for quality and safety of the product during transit.
The Client must pay all the costs of transit the product to their business location or given address.
PFF mandates client to follow the best practices recommendations of respective county’s guidelines for sensory evaluation of new product as to avoid unanticipated events.
Before sensory PFF acknowledges that before dispatching the product to client, PFF acknowledges that it carries out sensory and clears the sensory aspects of it and at an initial stage it does not look at the sensory.
The client acknowledges that the sample R&D product dispatched may encounter contamination and damages due to specific factors such as storage conditions (temperature and humidity), logistics, human errors, and other force majeure conditions beyond PFF’s control, specific to the demands of the product.
Despite being aware of the inherent risks associated with product shipment and handling, the client agrees to indemnify and hold PFF harmless from any claims, damages, losses, or liabilities arising due to the consumption of visibly odourly contaminated products or any other issues arising during the shipment and handling process.
The client acknowledges that PFF takes utmost care in packaging and shipping the sample products, but PFF shall not be held responsible for any issues arising from factors beyond its control during transportation and storage.
The client understands that it is their responsibility to conduct appropriate sensory tests and evaluations, taking into account any potential risks or deviations that may arise during the product development and shipping process.
PFF recommends that the client carefully follows the instructions provided with the sample product, including any storage requirements or precautions, to ensure the safety and integrity of the product.
It is the client’s responsibility to promptly notify PFF of any concerns or issues regarding the quality or safety of the sample product received.
PFF will make every reasonable effort to address and resolve any legitimate concerns or issues raised by the client regarding the sample product, within the scope of its capabilities and in compliance with applicable laws and regulations.
Any violations of the above conditions, the PFF does not liable for the unexpected adverse effect.
Change Order – Scope
Nature of Change Orders:
As a research and development (R&D) product, there may be opportunities for improvement and revisions based on emerging insights, new information, or unforeseen circumstances.
Change orders refer to modifications or revisions to the project scope that are mutually agreed upon by the project team and the client.
Collaborative Approach:
The project team and the client shall work in a collaborative manner to identify areas for improvement and implement necessary revisions as deemed appropriate.
Both parties shall engage in open and transparent communication to discuss and evaluate the need for change orders.
The deliverable deadline will be revised accordingly to accommodate the changes, and the costs applicable to the revised scope will be mutually agreed upon.
Revision Process:
Any proposed revisions to the project scope shall be discussed and agreed upon by both parties.
The revision process involves replanning of the project, considering the impact on deliverable deadlines and costs.
The deliverable deadline will be revised accordingly to accommodate the changes, and the costs applicable to the revised scope will be mutually agreed upon.
Mutual Agreement:
Both the project team and the client shall reach a mutual agreement on the proposed change order, including the revised deliverable deadline and the associated costs.
The agreement may be formalized through written documentation, such as a change order request form or an amendment to the existing project agreement.
Revisions and Costs:
The costs associated with the change order shall be determined based on the nature and extent of the revisions.
The revised costs shall be mutually agreed upon by both parties before the implementation of the change order.
The client shall be responsible for any additional costs incurred due to the approved change order.
Communication and Documentation:
Both parties shall maintain clear and consistent communication throughout the change order process.
All change orders and their corresponding agreements, including revised deliverable deadlines and costs, shall be documented in writing for reference and clarity.
Revisions and Iterations
Any number of revisions will be carried out to ensure customer satisfaction as per the specifications agreed upon.
Revisions refer to any changes or revisitations necessary to achieve the final product as per the scope, considering the benchmark product / adhering to the steps for NPD in case unavailability of benchmark product provided by the client.
Each round of revision allows for adjustments to the quality, taste, consistency, color, or packaging of the product.
The client shall provide clear and specific feedback regarding the desired adjustments or corrections.
Scope of Revisions:
Revisions are limited to modifications or refinements to the final product based on the agreed specifications and benchmark product.
Any additional requirements beyond the agreed specifications shall be treated as a new requirement or a new project, subject to additional costs as described above.
Scientific Correction:
If the client identifies a need for scientific corrections to fix issues related to quality, taste, consistency, color, or packaging, two additional rounds of revision may be considered.
The client must provide appropriate justification for the scientific correction required.
Additional Requirements:
Any additional requirements beyond the agreed specifications and benchmark product, including new features or functionalities, shall be considered as separate requirements.
Such additional requirements will be treated as a new project and subject to additional costs as outlined above.
Cost for New Requirements:
New requirements identified during the revision process or after project closure shall be treated as a separate project and will incur additional costs.
The costs for new requirements will be determined based on the complexity, resources required, and project scope.
Timeline
Project timelines will be established based on initial estimates, taking into account the complexity and nature of the R&D work.
Given the nature of research and development work, it is understood that accurately predicting the exact deliverables can be challenging. R&D projects often involve exploration, experimentation, and the potential for unforeseen discoveries or obstacles. As a result, the specific outcomes and deliverables may evolve throughout the course of the project.
The parties acknowledge that the timelines may need to be adjusted due to unforeseen circumstances, including but not limited to unforeseen discoveries, obstacles, shipping times or changes in project requirements.
Any adjustments or revisions to the timelines shall be communicated promptly to all parties involved.
The parties will work collaboratively to evaluate and agree upon any changes to the timelines to ensure realistic and achievable project milestones.
Flexibility and adaptability are key in accommodating the dynamic nature of R&D work. Therefore, we approach these projects with a mindset that allows for adjustments and revisions to the deliverables, timelines, and project plan as new information and insights emerge. Our goal is to collaboratively navigate these uncertainties and ensure that the project’s objectives are met effectively.
Engagement of Expert on Contract Basis
The client acknowledges that the engagement of an expert from PFF is on a contract basis, and the expert’s work is billed on fixed price basis for each project.
The fixed price for the expert’s services may vary based on the nature and complexity of the work involved, and it will be mutually agreed upon between PFF and the client.
The expert will perform research and development activities for the client’s product as agreed upon mutually. However, the client acknowledges that the outcome and results of the research and development process may vary at times from the agreed scope. This is inherent in the nature of Research and Development, as it involves infinite possibilities and uncertainties.
In the event that the client is not satisfied with the performance or expertise of the expert, the client agrees to settle the payment for the time already spent by the expert on the project, formulation, or research, as per the agreed budget.
Any dissatisfaction of the client must be communicated to PFF in writing, clearly stating the reasons for the dissatisfaction. PFF will make reasonable efforts to accommodate the client’s request, subject to the availability of the impact on the project timeline and deliverables.
The client understands that the engagement of an expert does not guarantee the success or outcome of the research and development process. Failure in the development and formulation of a product is a possibility, and PFF cannot be held responsible for such outcomes.
The client acknowledges that the expert’s role is limited to providing research and development services within their area of expertise. The expert does not guarantee the commercial viability, market success, or patentability of the client’s product.
The client agrees to provide necessary information, data, and cooperation to the assigned expert, as required for the successful completion of the project. Failure to provide timely and accurate information may impact the progress and outcomes of the research and development process.
Refund Process
Client-Requested Refund:
In the event of a refund requested by the client for reasons, the following conditions shall apply:
A deduction shall be made from the refund amount for the hours. Effort and cost of ingredients spent by the expert on the project up until the refund request.
The deduction shall include, but not be limited to, reimbursement for expenses and costs incurred by the expert that were not initially included in the project’s invoice.
Refund Request Procedure:
The client shall submit a written refund request specifying the reasons for the request.
The refund request shall be sent to the chief food scientist of PFF.
The request shall be accompanied by any relevant documentation or evidence to support the refund claim.
Refund Evaluation:
Upon receiving a refund request, PFF shall review the request and assess its validity.
The decision to approve or deny the refund request shall be at the sole discretion of PFF.
PFF may request additional information or clarification from the client to aid in the evaluation process.
Refund Processing:
If the refund request is approved, the refund amount shall be processed within a reasonable timeframe.
The refund shall be issued using the same method of payment utilized for the initial payment, unless otherwise agreed upon by the parties.
Limitations
This refund policy applies only to the specific circumstances mentioned herein.
The Client acknowledges that in the event they do not respond to progress updates or fail to address any issues, negotiate on any issue within 30 days from the previous events, they agree to a refund of the payment. And further agrees that the refund amount will be reduced by reimbursement costs and the other costs mentioned above.
No refunds shall be granted for services rendered, deliverables provided, closed contracts or work performed by the expert, except as explicitly stated in this refund policy.
Entire Agreement:
This refund policy constitutes the entire agreement between the parties with respect to refund requests and supersedes any prior written agreements or understandings, relating to the same.
Intellectual Property
The content, materials, and information provided on the ProFoodFormulations website are protected by applicable intellectual property laws. You may not modify, reproduce, republish, distribute, display, or transmit any portion of the website content without prior written consent from PFF.
The right of product concepts, recipes, formulations, developed through paid contracts are belongs to the client and PFF do not keep the IPR for them.
Collaboration and Communication
The client agrees to actively participate in collaborative discussions, provide necessary information, and promptly respond to requests for feedback and clarification throughout the project duration. Regular communication channels will be established to facilitate effective collaboration between the client and the project team.
Confidentiality
Both parties agree to maintain the confidentiality of any sensitive information shared during the project and not to disclose it to any third parties without prior written consent.
Professional Conduct
The client agrees to maintain a professional and respectful demeanor when communicating with the project team. Harsh language, shouting, or disrespectful behavior will not be tolerated. Any concerns or disagreements shall be discussed and resolved in a constructive and respectful manner, with a focus on finding mutually acceptable solutions.
Dispute Resolution
In the event of any disputes or disagreements that cannot be resolved through amicable discussions, both parties agree to enter into a dispute resolution process. This process may involve mediation or arbitration, as agreed upon by both parties, and shall be conducted in accordance with the laws and regulations of the jurisdiction governing this agreement.
Liability Limitation
The liability of the project team, including individual experts or team members, shall be limited to the extent permitted by applicable laws. The client acknowledges that research projects inherently involve uncertainties, and the project team cannot guarantee specific outcomes or results. The project team shall exercise reasonable care and expertise in delivering the project, but they shall not be held liable for any indirect, consequential, or incidental damages arising from the project.
Termination
Either party may terminate the project with written notice if there is a material breach of the terms and conditions or if circumstances arise that make it impractical or impossible to continue the project. In the event of termination, fees for completed work and any applicable expenses will be compensated accordingly.
Liability
PFF shall not be held liable for any direct or indirect damages, losses, or liabilities arising from the results, or any recommendations provided. The client acknowledges that the project involves inherent risks and complexities, and it is their responsibility to evaluate and implement the project outcomes appropriately. PFF will accept and act on any instruction or information from the client/or an official representative of the client and not from any third-party contractor /agency involved in the project.
Governing Law
These terms and conditions shall be governed by and construed in accordance with the laws of Sri Lanka and any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts in Sri Lanka.
Termination and Project Closure
Either party may terminate the project with written notice if there is a persistent breach of the agreed terms and conditions or if it becomes impractical to continue the project. Upon termination or project completion, both parties shall cooperate in good faith to ensure a smooth project closure, including the handover of project deliverables, documentation, and any required transition activities.
By proceeding with the project, the client agrees to the above terms and conditions and acknowledges their understanding of the limitations and uncertainties associated with the process.