General terms and conditions of Fresh Forward B.V. (version 2025-07)
1. Definitions
1.1. In these terms and conditions, Fresh Forward uses the following terms with the meanings set out below:
- Fresh Forward (we/us/our): The private limited company Fresh Forward B.V., also operating under the name LUNAR Institute, having its registered office and principal place of business at Larenseweg 279, 1222 HJ Hilversum, the Netherlands, and registered with the Dutch Chamber of Commerce under number 72207078.
- Service(s)/Services Provided: The services listed in the Agreement provided by Fresh Forward.
- Participant: The natural person nominated by you to participate in the Educational Format.
- Client (you/your): The natural or legal person making use of the Website and/or the Services of Fresh Forward.
- OOP Costs: (Operational) costs incurred in connection with the Services, including but not limited to venue and catering expenses, travel costs, speaker fees, material costs, and additional technical support for online sessions.
- Products: All products delivered or to be delivered by Fresh Forward to you or on your behalf.
- Agreement: The agreement entered into between you and Fresh Forward for the provision of Services, provided by Fresh Forward and bought by you.
- Terms and Conditions (T&Cs): These general terms and conditions.
- Application: The Fresh Forward App application developed by Fresh Forward.
- Website: The websites of Fresh Forward at https://freshforward.com/ and https://lunarinstitute.com/, or any variations thereof.
2. Collaborating with Fresh Forward
2.1. These T&Cs apply to all current and future agreements, proposals, and accepted assignments between you and Fresh Forward. They also apply to your use of our Website. Any general terms and conditions of the Client are expressly excluded and do not bind Fresh Forward. Deviations from these T&Cs are valid only if confirmed in writing by Fresh Forward.
2.2. In the event of a conflict between the Agreement and these T&Cs, the provisions of the Agreement shall prevail.
2.3. Fresh Forward reserves the right to unilaterally amend these T&Cs in accordance with Article 21. Any amended terms will also apply to existing agreements.
2.4. Fresh Forward will use its best efforts and abilities to execute the Agreement.
2.5. All assignments are accepted and performed solely by Fresh Forward. We are entitled to engage third parties in the execution of the Agreement. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.
3. Offers and formation of Agreement.
3.1. All proposals and offers from Fresh Forward, whether oral, written, or electronic, are non-binding, unless an explicit acceptance period is specified. The Website does not constitute a binding offer unless explicitly stated otherwise.
3.2. Fresh Forward prepares offers and proposals with care and based on information provided by you. You warrant that such information is accurate.
3.3. An Agreement with Fresh Forward is concluded upon written or electronic confirmation by Fresh Forward.
4. Pricing of our services
4.1. All prices and rates are exclusive of OOP Costs, VAT, and other applicable taxes, duties and/or levies, unless explicitly agreed otherwise in writing.
4.2. Our prices depend on the Products and/or Services you purchase and are specified in our Agreement.
4.3. If one or more cost-determining factors increase after the Agreement is formed, Fresh Forward may adjust its prices accordingly. For example, due to tax increases.
4.4. We assume that the Services will commence within 12 weeks of the Agreement’s signing date, including scheduling the first physical session or the approved project timeline. If this proves unfeasible, we reserve the right to increase our prices.
5. Payment
5.1. You can only pay to Fresh Forward in liberation. In other words, it is not permitted to make (direct) payments to others.
5.2. Invoices must be paid within [14] calendar days from the invoice date. If payment is not made within this term, Fresh Forward will send a payment reminder, which shall constitute a notice of default. A new reasonable deadline of [7] calendar days will be granted. After this deadline, you will be in default.
5.3. In the event of default, Fresh Forward is entitled to reimbursement of extrajudicial collection costs, calculated at 20% of the outstanding amount with a minimum of €500. This deviates from Article 6:96(4) of the Dutch Civil Code and the “Besluit vergoeding voor buitengerechtelijke incassokosten.”
5.4. Any objections to invoices must be submitted in writing within [14] calendar days of the invoice date to [[email protected]]. Objections do not suspend your payment obligation.
5.5. You are not entitled to offset any claims against amounts payable to Fresh Forward.
6. Delivery of Products and/or Services.
6.1. All delivery periods for Products and/or Services provided by Fresh Forward are indicative and not binding deadlines.
6.2. You are obliged to accept the Products and/or Services at the moment they are made available to you.
6.3. If a term communicated by Fresh Forwardis exceeded, Fresh Forward will notify you as soon as possible, but will under no circumstances be liable for any resulting damages.
6.4. Fresh Forward is entitled to deliver the Products and/or Services in separate parts.
6.5. If you fail to pay the amounts due (on time), Fresh Forward reserves the right to suspend any delivery of Products or performance of Services until all outstanding payments are settled, without prejudice to any other legal or contractual rights.
7. Retention of title
7.1. All Products delivered by Fresh Forward remain the property of Fresh Forward until all claims arising from agreements for the delivery of Products (including any related collection costs and interest) have been paid in full.
7.2. Prior to the transfer of ownership, you may not use, sell, deliver, or otherwise dispose of the Products except in the ordinary course of business.
7.3. You are required to store the Products delivered under retention of title with due care.
8. Termination and Cancellation
8.1. Agreements for the delivery of Products and/or Services are valid for the term specified in the Agreement.
8.2. We may terminate the Agreement at any time with immediate effect without being liable for any compensation. We may do so, for example, if unforeseen circumstances render performance of the Services impossible. We will try to inform you of such circumstances as soon as reasonably possible.
8.3. You may also terminate the Agreement in writing with immediate effect. If you do so, the following cancellation terms apply:
a) If you cancel the Agreement within 6 weeks before or during the Service, you owe 100% of the total agreed amount plus any non-refundable OOP costs;
b) If you cancel more than 6 weeks before the Service, you owe 50% of the total agreed amount plus any non-refundable OOP costs.
8.4. You may submit a written request no later than 6 weeks before the scheduled start date to postpone the start of the Services once and free of charge.
a) Postponement is only possible if it fits within our planning and may not exceed 6 weeks. We will make reasonable efforts to accommodate this;
b) If the request is submitted less than 6 weeks before the start date, you owe 10% of the total agreed amount as administrative and processing fees, in addition to any non-refundable OOP costs;
c) If the Services are not rescheduled within 6 weeks or are postponed a second time, you owe 100% of the Agreement price plus non-refundable OOP costs.
8.5. Any payments already made by you will be settled against the applicable cancellation charges. Any remaining balance will be refunded to your bank account on file.
9. Termination of the Agreement
In case:
a) Client requests the granting of suspension of payments or your bankruptcy is declared by you or filed for bankruptcy by one or more of your creditors, or if you file a statement of commencement under a WHOA program or request the appointment of a restructuring expert for purposes of a WHOA program, or if one of your creditors requests the appointment of a restructuring expert under a WHOA program;
b) you are granted provisional suspension of payments or in the event the you are declared bankrupt, the court appoints a restructuring expert under a WHOA process or otherwise opens a WHOA process with respect to you;
c) You lose full or partial control over your assets or income (e.g., under guardianship or debt restructuring);
d) all or part of your property or other assets are seized (enforced);
e) you sell or liquidate your business; and/or
f) Your fails to perform its obligations under the Agreement in a timely or proper manner;
Fresh Forward has the right to terminate or dissolve the Agreement in whole or in part with immediate effect, without prior notice of default, and without any liability for compensation, without prejudice to any other legal rights of Fresh Forward.
10. Advance
We may at any time require you to pay us 100% of the pre-estimated fee by way of an advance. We will then send you an advance invoice, from which an obligation to pay arises. Article 5 of these Terms shall apply in full.
11. Obligations of the Client
If our Services are provided at your location or a location designated by you, you are responsible for providing facilities reasonably requested by Fresh Forward and any third parties we engage—such as toilets, lunch areas, and technical equipment. We will notify you in advance of any such requirements. You are also responsible for ensuring that the premises are safe and suitable for the provision of our Services.
12. Liability
12.1. Fresh Forward is not liable for any damage unless caused by willful misconduct or gross negligence.
12.2. Fresh Forward is not liable for any damage resulting from missing or incorrect information that you could or should have provided.
12.3. Any (extra-)contractual liability of Fresh Forward is limited to direct damages only. Fresh Forward is never liable for indirect or consequential damages, such as loss of turnover or profit.
12.4. Fresh Forward’s liability is limited to the amount paid out by its liability insurer. If no insurance payout is made, liability is limited to the amount of the most recent invoice.
13. Indemnification
You shall indemnify Fresh Forward against any damages suffered by a third party engaged by Fresh Forward in connection with performing Services for or on your behalf, except to the extent such damages are caused by the actions or omissions of Fresh Forward.
14. Complaints
14.1. Complaints regarding the Services must be submitted in writing within 14 calendar days after completion of the Service. We ask that you describe the complaint in as much detail as possible so we can respond adequately.
14.2. Submitting a timely complaint does not suspend your payment obligations or any other obligations under these Terms or the Agreement.
15. Force Majeure
15.1. We are entitled to suspend our obligations if we are affected by force majeure, subject to Article 15.2.
15.2. Force majeure includes any circumstance beyond the reasonable control of Fresh Forward that prevents us from fulfilling our obligations, even if such a circumstance was foreseeable at the time of contracting. Force majeure includes (but is not limited to): storm or natural disasters, pandemics, strikes, mobilization or threats of war, illness of irreplaceable staff or contractors, delays or non-performance by suppliers or subcontractors, fire or other incidents at our facilities, technical failures, and any government-imposed measures.
15.3. If the force majeure situation lasts longer than three (3) months or is expected to last that long, Fresh Forward has the right to terminate the Agreement in whole or in part, without liability for damages.
16. Intellectual property
16.1. All intellectual property rights arising from the Agreement, including but not limited to trademark rights, design rights, and copyrights, remain the exclusive property of Fresh Forward, unless otherwise agreed in writing. You hereby agree in advance to the transfer and formal documentation of any intellectual property rights that may arise for the benefit of Fresh Forward. Fresh Forward remains the sole owner of all rights related to information, methods, formulas, techniques, processes, systems, and programs developed by or for Fresh Forward and provided to you and/or the Participant.
16.2. All documents provided by Fresh Forward—such as advice, agreements, designs, print materials, artwork, and video (clips)—are intended for your and/or the Participant’s internal use only and may not be copied, modified, disclosed, or shared with third parties without our prior written consent.
16.3. In case of a breach of this Article 16, you will forfeit to Fresh Forward an immediately payable penalty of €25,000 per violation, plus €5,000 for each day (or part thereof) the violation continues, without prejudice to Fresh Forward’s right to performance and/or full compensation. This deviates explicitly from Article 6:92 of the Dutch Civil Code.
17. Website and Application
17.1. All content and materials made available through our Website and Application are the exclusive property of Fresh Forward. They may only be used to order Products and/or Services or to contact Fresh Forward.
17.2. It is not permitted to copy, archive, share, modify, distribute, reproduce, or otherwise use the content and materials from the Website or Application in a way that allows third-party access.
17.3. The Website and Application may contain links to external websites. Fresh Forward has no control over the layout or content of these external websites and explicitly disclaims any responsibility for them.
18. Confidentiality
18.1. All information provided by Fresh Forward, including the identity of third parties engaged by us, as well as any documents such as advice, agreements, or other materials that can reasonably be considered confidential, may only be used for the performance of the Agreement and may not be copied, disclosed, or shared with third parties without our prior written consent. "Third parties" also includes employees or subordinates not involved in executing the Agreement.
18.2. If either party breaches this confidentiality obligation, it shall forfeit to the other party an immediately payable penalty of €25,000 per breach, plus €5,000 for each day (or part thereof) the breach continues, without prejudice to the other party’s right to performance and/or full compensation. This provision explicitly deviates from Article 6:92 of the Dutch Civil Code.
19. Privacy
Fresh Forward is committed to processing personal data in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR). More information on how Fresh Forward handles personal data is available in our privacy policy on our website: freshforward.com/privacy-policy/Privacy Statement Privacy Statement
20. Severability
If any provision or part of a provision in these T&Cs is found to be void or unenforceable by a competent court, the remaining provisions shall remain fully valid and enforceable. You and Fresh Forward agree to replace the void or unenforceable provision with one that approximates the original intent as closely as possible. Such modification shall only be effective once confirmed in writing.
21. Modification of these Terms
Fresh Forward reserves the right to unilaterally amend these T&Cs. The amended terms shall also apply to existing Agreements between you and Fresh Forward.
22. Applicable law
22.1. These T&Cs and all Agreements are governed exclusively by Dutch law.
22.2. All disputes arising out of or in connection with these T&Cs or the Agreement shall be submitted in the first instance to the competent court of the District Court of Midden-Nederland, location Utrecht.
The most recent version of these Terms and Conditions is published each time on Fresh Forward's website: https://freshforward.com/algemene-voorwaarden/
